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Exhibit 4.4  


          QUEBECOR MEDIA INC.

US$700,000,000

73/4% SENIOR NOTES DUE MARCH 15, 2016 




INDENTURE

Dated as of October 5, 2007 




U.S. Bank National Association,

as Trustee 













        This INDENTURE, dated as of October 5, 2007, is by and between QUEBECOR MEDIA INC., a company incorporated under the laws of the Province of Québec
(the "Company"), and U.S. BANK NATIONAL ASSOCIATION, as trustee (the "Trustee"). 



        The
Company and the Trustee agree as follows for the equal and ratable benefit of the Holders of the 73/4% Senior Notes due March 15, 2016
(the "Notes"): 


 
 

ARTICLE 1.    
    
    DEFINITIONS AND INCORPORATION BY REFERENCE    
    


Section 1.01.    Definitions. 



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


        "144A Global Note" means a Global Note in the form of Exhibit A hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with and registered in the name of the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold for
initial resale in reliance on Rule 144A. 



        "Accounts Receivable Entity" means a Subsidiary of the Company or any other Person in which the Company or any of its Restricted
Subsidiaries makes an Investment: 



        (1)   that
is formed solely for the purpose of, and that engages in no activities other than activities in connection with, financing accounts receivable; 


        (2)   that
is designated pursuant to a resolution of the Board of Directors of the Company as an Accounts Receivable Entity; 



        (3)   no
portion of the Indebtedness or any other obligation (contingent or otherwise) of which (a) is at any time guaranteed by the Company or any of its Restricted
Subsidiaries (excluding guarantees of obligations (other than any guarantee of Indebtedness) pursuant to Standard Securitization Undertakings), (b) is at any time recourse to or obligates the
Company or any of its Restricted Subsidiaries in any way, other than pursuant to Standard Securitization Undertakings, or (c) subjects any asset of the Company or any other Restricted
Subsidiary of the Company, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings (such Indebtedness,
"Non-Recourse Accounts Receivable Entity Indebtedness"); 



        (4)   with
which neither the Company nor any of its Restricted Subsidiaries has any material contract, agreement, arrangement or understanding other than contracts,
agreements, arrangements and understandings entered into in the ordinary course of business on terms no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at
the time from Persons that are not Affiliates of the Company in connection with a Qualified Receivables Transaction and fees payable in the ordinary course of business in connection with servicing
accounts receivable in connection with such a Qualified Receivables Transaction; and 



        (5)   with
respect to which neither the Company nor any of its Restricted Subsidiaries has any obligation to maintain or preserve the solvency or any balance sheet term,
financial condition, level of income or results of operations thereof. 




        "Acquired Debt" means, with respect to any specified Person: 



        (1)   Indebtedness
of any other Person existing at the time such other Person is merged with or into or becomes a Subsidiary of such specified Person, whether or not such
Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of such specified Person; and 


        (2)   Indebtedness
secured by a Lien encumbering any asset acquired by such specified Person. 




        "Additional Notes" means any Notes (other than Initial Notes and Exchange Notes and Notes issued under Sections 2.06, 2.07, 2.10
and 3.06 hereof) issued under this Indenture in accordance with Sections 2.02, 2.15 and 4.09 hereof, as part of the same series as the Initial Notes or as an additional series. 







 

        "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition, "control," as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided,
however, that beneficial ownership of more than 10% of the Voting Stock of a Person shall be deemed to be control. For purposes of this definition, the terms "controlling,"
"controlled by" and "under common control with" shall have correlative meanings. 


        "Applicable Premium" means, with respect to a Note at any date of redemption, the greater of (i) 1.0% of the principal amount of
such Note and (ii) the excess of (A) the present value at such date of redemption of (1) the redemption price of such Note at March 15, 2011 (such redemption price being
described under Section 3.07) plus (2) all remaining required interest payments due on such Note through March 15, 2011 (excluding
accrued but unpaid interest to the date of redemption), computed using a discount rate equal to the Treasury Rate plus 50 basis points, over
(B) the principal amount of such Note. 


        "Agent" means any Registrar, co-registrar, Paying Agent or additional paying agent. 


        "Applicable Procedures" means, with respect to any transfer, redemption or exchange of or for beneficial interests in any Global Note, the
rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer, redemption or exchange. 


        "Asset Acquisition" means (a) an Investment by the Company or any Restricted Subsidiary in any other Person pursuant to which such
Person shall become a Restricted Subsidiary or shall be consolidated or merged with or into the Company or any Restricted Subsidiary or (b) any acquisition by the Company or any Restricted
Subsidiary of the assets of any Person that constitute substantially all of an operating unit, a division or line of business of such Person or that is otherwise outside of the ordinary course
of business. 


        "Asset Sale" means: 



        (1)   the
sale, lease, conveyance or other disposition of any assets of the Company or any of its Restricted Subsidiaries;  provided, however, that the sale,
conveyance or other disposition of all or substantially all of the
assets of the Company and its Restricted Subsidiaries, taken as a whole, shall be governed by the provisions of Sections 4.18 and 5.01 hereof and not by the provisions of
Section 4.12 hereof; and 


        (2)   the
issuance of Equity Interests of any Restricted Subsidiary or the sale of Equity Interests by the Company or any of its Restricted Subsidiaries in any Restricted
Subsidiary. 




        Notwithstanding
the preceding, the following items shall not be deemed to be Asset Sales: 



        (1)   any
single transaction or series of related transactions that involves assets having a Fair Market Value of less than US$10.0 million; 



        (2)   a
sale, lease, conveyance or other disposition of assets between or among the Company and its Restricted Subsidiaries; 


        (3)   an
issuance of Equity Interests by the Company or any of its Restricted Subsidiaries to the Company or another of its Restricted Subsidiaries; 


        (4)   the
sale, lease, conveyance or other disposition of equipment, inventory or other assets in the ordinary course of business; 


        (5)   the
sale or other disposition of cash or Cash Equivalents; 


        (6)   sales
of accounts receivables pursuant to a Qualified Receivables Transaction for the Fair Market Value thereof, including cash in an amount equal to at least 75% of the
Fair Market Value thereof; 


        (7)   any
transfer of accounts receivable, or a fractional undivided interest therein, by an Accounts Receivable Entity in a Qualified Receivables Transaction; 


        (8)   any
Tax Benefit Transaction; 



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        (9)   the
issuance of Equity Interests of any Public Subsidiary pursuant to any equity compensation plan approved in accordance with the rules and regulations of the primary
stock exchange or quotation system on which the Capital Stock of such Public Subsidiary is listed or quoted; provided,  however, that the aggregate Fair
Market Value for all such issued Equity Interests shall not exceed US$5.0 million in any twelve-month period; 



        (10) the
issuance of Equity Interests of any of the Company's Restricted Subsidiaries; provided, that after such issuance the
Company's ownership interests in such Restricted Subsidiary, whether directly or through its Restricted Subsidiaries, is at least equal to its ownership interests in such Restricted Subsidiary prior
to such issuance; and 


        (11) a
Restricted Payment or Permitted Investment that is permitted by Section 4.10 hereof. 




        "Attributable Debt" in respect of a sale and leaseback transaction means, at the time of determination, the present value of the
obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been extended or
may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance
with GAAP. 


        "Back-to-Back Debt" means any loans made or debt instruments issued as part of a
Back-to-Back Transaction and in which each party to such Back-to-Back Transaction, other than a Quebecor Media Entity, executes or has executed a
subordination agreement in favor of the Holders in substantially the form attached hereto as Exhibit E. 


        "Back-to-Back Preferred Shares" means Preferred Shares issued: 



        (1)   to
a Quebecor Media Entity by an Affiliate of the Company (other than a Quebecor Media Entity) in circumstances where, immediately prior to or after, as the case may be,
the issuance of such Preferred Shares, an Affiliate of such Quebecor Media Entity (other than a Quebecor Media Entity) has loaned on an unsecured basis to such Quebecor Media Entity, or an Affiliate
of such Quebecor Media Entity (other than a Quebecor Media Entity) has subscribed for Preferred Shares of such Quebecor Media Entity in, an amount equal to the requisite subscription price for such
Preferred Shares; 


        (2)   by
a Quebecor Media Entity to one of its Affiliates (other than a Quebecor Media Entity) in circumstances where, immediately prior to or after, as the case may be, the
issuance of such Preferred Shares, such Quebecor Media Entity has loaned an amount equal to the proceeds of such issuance to an Affiliate (other than a Quebecor Media Entity) on an unsecured
basis; or 


        (3)   by
a Quebecor Media Entity to one of its Affiliates (other than a Quebecor Media Entity) in circumstances where, immediately prior to or after, as the case may be, the
issuance of such Preferred Shares, such Quebecor Media Entity has used the proceeds of such issuance to subscribe for Preferred Shares issued by an Affiliate (other than a Quebecor
Media Entity); 




in
each case on terms whereby: 



          (i)  the
aggregate redemption amount applicable to the Preferred Shares issued to or by such Quebecor Media Entity is identical: 



        (A)  in
the case of (1) above, to the principal amount of the loan made or the aggregate redemption amount of the Preferred Shares subscribed for by
such Affiliate; 


        (B)   in
the case of (2) above, to the principal amount of the loan made to such Affiliate; or 


        (C)   in
the case of (3) above, to the aggregate redemption amount of the Preferred Shares issued by such Affiliate; 




         (ii)  the
dividend payment date applicable to the Preferred Shares issued to or by such Quebecor Media Entity shall: 



        (A)  in
the case of (1) above, be immediately prior to, or on the same date as, the interest payment date relevant to the loan made or the dividend payment date on the
Preferred Shares subscribed for by such Affiliate; 




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        (B)   in
the case of (2) above, be immediately after, or on the same date as, the interest payment date relevant to the loan made to such Affiliate; or 



        (C)   in
the case of (3) above, be immediately after, or on the same date as, the dividend payment date on the Preferred Shares issued by such Affiliate; 




        (iii)  the
amount of dividends provided for on any payment date in the share conditions attaching to the Preferred Shares issued: 



        (A)  to
a Quebecor Media Entity in the case of (1) above, shall be equal to or in excess of the amount of interest payable in respect of the loan made or the amount of
dividends provided for in respect of the Preferred Shares subscribed for by such Affiliate; 



        (B)   by
a Quebecor Media Entity in the case of (2) above, shall be less than or equal to the amount of interest payable in respect of the loan made to such
Affiliate; or 


        (C)   by
a Quebecor Media Entity in the case of (3) above, shall be equal to the amount of dividends in respect of the Preferred Shares issued by such Affiliate; 





and
provided that, in the case of Preferred Shares issued by a Restricted Subsidiary of the Company as set forth in clauses (1),
(2) and (3) above, each holder of such Preferred Shares under such Back-to-Back Transaction, other than such Restricted Subsidiary, executes or has executed a
subordination agreement in favor of the Holders in substantially the form attached hereto as Exhibit E. 


        "Back-to-Back Securities" means Back-to-Back Preferred Shares or
Back-to-Back Debt or both, as the context requires; provided that a Back-to-Back Security issued by any
Restricted Subsidiary of the Company (A) shall provide that (i) such Restricted Subsidiary shall suspend any payment on such Back-to-Back Security until such
Restricted Subsidiary receives payment on the corresponding Back-to-Back Security in an amount equal to or exceeding the amount to be paid on the
Back-to-Back Security issued by such Restricted Subsidiary and (ii) if the holder of such Back-to-Back Security is paid any amount on or with
respect to such Back-to-Back Security by such Restricted Subsidiary, then to the extent such amounts are paid out of proceeds in excess of the corresponding payment received by
such Restricted Subsidiary on the corresponding Back-to-Back Security held by it, the holder of such Back-to-Back Security will hold such excess payment
in trust for the benefit of such Restricted Subsidiary and will forthwith repay such payment to such Restricted Subsidiary and (B) may provide that, notwithstanding clause (A), such
Restricted Subsidiary may make payment on such Back-to-Back Security if at the time of payment such Restricted Subsidiary would be permitted to make such payment under
Section 4.10 hereof; provided that any payment made pursuant to this clause (B) which is otherwise prohibited under clause (A)
would constitute a Restricted Payment. 


        "Back-to-Back Transaction" means any of the transactions described under the definition of
Back-to-Back Preferred Shares. 


        "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or state law for the relief of debtors, the  Bankruptcy and Insolvency Act (Canada), the
Companies' Creditors Arrangement Act (Canada) or any other
Canadian federal or provincial law or the law of any other jurisdiction relating to bankruptcy, insolvency, winding up, liquidation, reorganization or relief of debtors. 


        "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under
the Exchange Act, except that in calculating the beneficial ownership of any particular "person" (as such term is used in Section 13(d)(3) of the Exchange Act), such "person" shall be
deemed to have beneficial ownership of all securities that such "person" has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is
exercisable only upon the occurrence of a subsequent condition. The terms "Beneficially Owns" and "Beneficially
Owned" shall have corresponding meanings. 


        "Board of Directors" means: 



        (1)   with
respect to a corporation, the board of directors of the corporation; 


        (2)   with
respect to a partnership, the board of directors of the general partner of the partnership; and 


        (3)   with
respect to any other Person, the board or committee of such Person serving a similar function. 



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        "Board Resolution" means a copy of a resolution certified by the secretary or an assistant secretary (or individual performing
comparable duties) of the applicable Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to
the Trustee. 


        "Business Day" means any day other than a Legal Holiday. 


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


        "Capital Lease Obligation" means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital
lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP. 


        "Capital Stock" means: 



        (1)   in
the case of a corporation, corporate stock; 


        (2)   in
the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; 



        (3)   in
the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and 


        (4)   any
other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the
issuing Person. 




        "Capital Stock Sale Proceeds" means the aggregate net cash proceeds (including cash received when non-cash proceeds have been
converted into cash) received by the Company after January 17, 2006: 



        (1)   as
a contribution to the common equity capital or from the issue or sale of Equity Interests of the Company (other than Disqualified Stock or
Back-to-Back Securities); or 


        (2)   from
the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Company that have been converted into or
exchanged for such Equity Interests, 




other
than, in either (1) or (2), Equity Interests (or convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities) sold to a Subsidiary of
the Company. 


        "Cash Equivalents" means: 



        (1)   United States
dollars or Canadian dollars; 


        (2)   investments
in securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth, territory or province
of the United States of America or Canada, or by any political subdivision or taxing authority thereof, and rated, at the time of acquisition, in the "R-1" category by the Dominion
Bond Rating Service Limited; 


        (3)   certificates
of deposit and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers' acceptances with maturities not exceeding
one year and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of US$250.0 million; 


        (4)   repurchase
obligations with a term of not more than 60 days for underlying securities of the types described in clauses (2) and (3) above entered
into with any financial institution meeting the qualifications specified in clause (3) above; 



        (5)   commercial
paper having, at the time of acquisition, at least a "P-1" rating from Moody's Investors Service, Inc. or at least an "A-1"
rating from Standard & Poor's Rating Services and in each case maturing within one year after the date of acquisition or with respect to commercial paper in Canada, a rating, at the time of
acquisition, in the "R-1" category by the Dominion Bond Rating Service Limited; and 



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        (6)   money
market funds at least 90% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition. 




        "Change of Control" means the occurrence of any of the following: 



        (1)   the
direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all
or substantially all of the properties or assets of the Company and the Restricted Subsidiaries, taken as a whole, to any "person" (as that term is used in Section 13(d)(3) of the
Exchange Act) other than a Permitted Holder or a Related Party; 


        (2)   the
adoption of a plan relating to the liquidation or dissolution of the Company; 


        (3)   the
consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any Person, other than a Permitted Holder or
a Related Party, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Company, measured by voting power rather than number of shares; or 



        (4)   during
any consecutive two-year period, the first day on which individuals who constituted the Board of Directors of the Company as of the beginning of such
two-year period (together with any new directors who were nominated for election or elected to such Board of Directors with the approval of a majority of the individuals who were members
of such Board of Directors, or whose nomination or election was previously so approved at the beginning of such two-year period) cease to constitute a majority of the Board of Directors of
the Company. 




        "Clearstream" means Clearstream Banking S.A. and any successor thereto. 


        "Code" means the U.S. Internal Revenue Code of 1986, as amended. 


        "Commission" means the U.S. Securities and Exchange Commission and any successor entity thereto. 


        "Commodity Price Agreement" means any commodity swap agreements, commodity option agreements, forward contracts and other agreements or
arrangements entered into for the purpose of fixing, hedging or swapping commodity price risk. 


        "Company" means Quebecor Media Inc. and any successor thereto. 


        "Consolidated Cash Flow" means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such
period plus: 



        (1)   provision
for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted
in computing such Consolidated Net Income; plus 


        (2)   Consolidated
Interest Expense of such Person and its Restricted Subsidiaries for such period, to the extent that any such expense was deducted in computing such
Consolidated Net Income; plus 


        (3)   depreciation,
amortization (including amortization of goodwill and other intangibles, but excluding amortization of prepaid cash expenses that were paid in a prior
period to the extent such expense is amortized) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents (i) an accrual of or
reserve for cash expenses in any future period, or (ii) amortization of a prepaid cash expense that was paid in a prior period to the extent such expense is amortized) of such Person and its
Restricted Subsidiaries for such period, to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; plus 


        (4)   solely
for the purpose of determining the amount of Indebtedness that may be Incurred under Section 4.09(a), the amount of income or losses attributable to a
non-controlling interest in a non-Wholly Owned Restricted Subsidiary, which was deducted and not added back in calculating Consolidated Net Income of such Person; minus 


        (5)   any
interest and other payments made to Persons other than any Quebecor Media Entity in respect of Back-to-Back Securities to the extent such
interest and other payments were not deducted in computing such Consolidated Net Income; minus 



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        (6)   non-cash
items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business, in each case,
on a consolidated basis and determined in accordance with GAAP. 




        "Consolidated Indebtedness" means, with respect to any Person as of any date of determination, without duplication, the total amount of
Indebtedness of such Person and its Restricted Subsidiaries, including (i) the total amount of Indebtedness of any other Person, to the extent that such Indebtedness has been guaranteed by the
referent Person or one or more of its Restricted Subsidiaries, and (ii) the aggregate liquidation value of all Disqualified Stock of such Person and all Preferred Shares of Restricted
Subsidiaries of such Person, in each case, determined on a consolidated basis in accordance with GAAP. 


        "Consolidated Interest Expense" means, with respect to any Person, for any period, without duplication, the sum of (i) the
consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued (including, without limitation, amortization of original issue discount,
non-cash interest payments, the interest component of any deferred payment Obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest
with respect to Attributable Debt, commissions, discounts, and other fees, and charges incurred in respect of letter of credit or bankers' acceptance financings), all calculated after taking into
account the effect of all Hedging Obligations, (ii) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period, (iii) any
interest expense on Indebtedness of another Person that is guaranteed by such Person or any of its Restricted Subsidiaries or secured by a Lien on assets of such Person or any of its Restricted
Subsidiaries (whether or not such guarantee or Lien is called upon), (iv) the product of (a) all dividend payments on any series of Preferred Shares of such Person or any of its
Restricted Subsidiaries, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state, provincial, territorial and
local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP, and (v) to the extent not included in clause (iv)
above for purposes of GAAP, the product of (a) all dividend payments on any series of Disqualified Stock of such Person or any of its Restricted Subsidiaries, times (b) a fraction, the
numerator of which is one and the denominator of which is one minus the then current combined federal, state, provincial, territorial and local statutory tax rate of such Person, expressed as a
decimal, in each case, on a consolidated basis and in accordance with GAAP. Interest and other payments on Back-to-Back Securities shall not be included as Consolidated
Interest Expense. 


        "Consolidated Net Income" means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and
its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided, however, that: 



        (1)   the
Net Income (but not loss) of any Person that is not a Restricted Subsidiary (other than an Unrestricted Subsidiary) or that is accounted for by the equity
method of accounting shall be included; provided, that the Net Income shall be included only to the extent of the amount of dividends or distributions
paid in cash to the specified Person or a Restricted Subsidiary thereof; 


        (2)   solely
for the purpose of determining the amount available for Restricted Payments under Section 4.10(a)(3)(a), the Net Income of any Restricted Subsidiary shall
be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without
any prior governmental approval (unless such approval has been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order,
statute, rule or governmental regulation applicable to that Subsidiary or its equityholders; 


        (3)   the
Net Income of any Person acquired during the specified period for any period prior to the date of such acquisition shall be excluded; 


        (4)   the
cumulative effect of a change in accounting principles shall be excluded; 


        (5)   the
Net Income (or loss) of any Unrestricted Subsidiary shall be excluded, whether or not distributed to the specified Person or one of its Subsidiaries;  provided, however, that for purposes of
Sections 4.10 hereof, the Net Income of any Unrestricted Subsidiary shall be included to the extent it
would otherwise be included under clause (1) of this definition; and 



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        (6)   any
non-cash compensation expense realized for grants of performance shares, stock options or other rights to officers, directors and employees of the
Company or any Restricted Subsidiary shall be excluded, provided that such shares, options or other rights can be redeemed at the option of the holders
thereof for Capital Stock of the Company or any of its Restricted Subsidiaries (other than in each case Disqualified Stock of the Company). 




        "Corporate Trust Office of the Trustee" shall be at the address of the Trustee specified in Section 11.02 hereof, or such
other address as to which the Trustee may give notice to the Company. 


        "Credit Agreement" means the Credit Agreement, dated as of January 17, 2006, by and among the Company, as Borrower, the financial
institutions party thereto from time to time, as Lenders, and Bank of America, N.A., as Administrative Agent for the Lenders. 



        "Credit Facilities" means one or more debt facilities (including, without limitation, the Credit Agreement), commercial paper facilities,
or other debt arrangements (including, without limitation, under this Indenture), in each case with banks, other institutional lenders or investors, providing for revolving credit loans, term loans,
notes, receivables financing (including, to the extent Indebtedness, through the sales of accounts receivables to such lenders or investors or to an Accounts Receivable Entity) or letters of credit,
in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time. 



        "Currency Exchange Protection Agreement" means any foreign exchange contract, currency swap agreement, currency option or other similar
agreement or arrangement entered into for the purpose of protecting against fluctuations in currency exchange rates with any commercial bank or other financial institutions having capital and surplus
in excess of US$250.0 million at the time the Currency Exchange Protection Agreement is entered into. 


        "Custodian" means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in
Section 2.03(c) hereof as Custodian with respect to the Notes, and any and all successors thereto appointed as custodian hereunder and having become such pursuant to the applicable provisions
of this Indenture. 


        "Debt to Cash Flow Ratio" means, as of any date of determination (the "Determination
Date"), the ratio of (a) the Consolidated Indebtedness of the Company as of such Determination Date to (b) (i) the Consolidated Cash Flow of the Company's cable
segment as reported in its consolidated financial statements (the "Cable Business") for the most recently ended fiscal quarter ending immediately
prior to such Determination Date for which internal financial statements are available multiplied by four, provided, that if (A) in such fiscal
quarter the Consolidated Cash Flow of the Cable Business was reduced by a cash restructuring expense and (B) no similar restructuring expense or other non-recurring cash expense was
incurred by the Cable Business in the three fiscal quarters prior to such fiscal quarter, for the purpose of calculating the Consolidated Cash Flow of the Cable Business, such cash restructuring
charge shall not be multiplied by four; plus (ii) the Consolidated Cash Flow of the Company, excluding the Cable Business, for the most recently
ended four fiscal quarters ending immediately prior to such Determination Date for which internal financial statements are available (each of the periods referenced to in clauses (i)
and (ii), a "Measurement Period"), determined on a pro forma basis after giving effect to all acquisitions or dispositions of assets made
by the Company and its Restricted Subsidiaries from the beginning of the applicable Measurement Period through and including such Determination Date (including any related financing transactions) as
if such acquisitions and dispositions had occurred at the beginning of the applicable Measurement Period. For purposes of calculating Consolidated Cash Flow for each Measurement Period immediately
prior to the relevant Determination Date, (i) any Person that is a Restricted Subsidiary on the Determination Date (or would become a Restricted Subsidiary on such Determination Date in
connection with the transaction that requires the determination of such Consolidated Cash Flow) shall be deemed to have been a Restricted Subsidiary at all times during the applicable Measurement
Period; (ii) any Person that is not a Restricted Subsidiary on such Determination Date (or would cease to be a Restricted Subsidiary on such Determination Date in connection with the
transaction that requires the determination of such Consolidated Cash Flow) shall be deemed not to have been a Restricted Subsidiary at any time during the applicable Measurement Period;
(iii) if the Company or any of its Restricted Subsidiaries shall have in any manner (x) acquired through an Asset Acquisition or (y) disposed of (including by way of an Asset Sale
or the termination or discontinuance of activities constituting such operating business) any operating business during the applicable Measurement Period or after the end of such period and on or prior
to such Determination Date, such calculation shall be made on a pro forma basis in accordance with GAAP, as if, in the case of an Asset
Acquisition, all such transactions (including any related financing transactions) 


8







 



had
been consummated on the first day of the applicable Measurement Period, and, in the case of an Asset Sale or termination or discontinuance of activities constituting such operating business, all
such transactions (including any related financing transactions) had been consummated prior to the first day of the applicable Measurement Period; (iv) if (A) since the beginning of the
applicable Measurement Period, the Company or any Restricted Subsidiary has incurred any Indebtedness that remains outstanding or has repaid any Indebtedness, or (B) the transaction giving rise
to the need to calculate the Debt to Cash Flow Ratio is an incurrence or repayment of Indebtedness, Consolidated Interest Expense for such Measurement Period shall be calculated after giving effect on
a pro forma basis to such incurrence or repayment as if such Indebtedness had been incurred or repaid on the first day of such period,  provided that,
in the event of any such repayment of Indebtedness, Consolidated Cash Flow for such period shall be calculated as if the Company or such
Restricted Subsidiary had not earned any interest income actually earned during such period in respect of the funds used to repay such Indebtedness; and (v) if any Indebtedness bears a floating
rate of interest and is being given pro forma effect, the interest expense on such Indebtedness shall be calculated as if the base interest rate
in effect for such floating rate of interest on the Determination Date had been the applicable base interest rate for the entire Measurement Period (taking into account any Interest Rate Agreement
applicable to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of twelve months). For purposes of this definition, any  pro forma calculation shall be made in good
faith by a responsible financial or accounting officer of the Company consistent with
Article 11 of Regulation S-X of the Securities Act, as such Regulation may be amended. 



        "Default" means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default. 


        "Definitive Note" means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06
or 2.10 hereof, in substantially the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the "Schedule of Exchanges of
Interests in the Global Note" attached thereto. 


        "Depositary" means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in
Section 2.03(b) hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable
provisions of this Indenture 


        "Disqualified Stock" means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or
for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the
preceding sentence, (i) Back-to-Back Preferred Shares shall not constitute Disqualified Stock and (ii) any Capital Stock that would constitute Disqualified Stock
solely because the holders thereof have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale shall not constitute Disqualified
Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the
provisions of Section 4.10 hereof. The term "Disqualified Stock" shall also include any options, warrants or other rights that are convertible
into Disqualified Stock or that are redeemable at the option of the holder, or required to be redeemed, prior to the date that is 91 days after the date on which the Notes mature. 



        "Distribution Compliance Period" means the 40-day distribution compliance period as defined in Regulation S. 


        "Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt
security that is convertible into, or exchangeable for, Capital Stock). 


        "Equity Offering" means an offering by the Company of Equity Interests (other than Disqualified Stock or
Back-to-Back Securities) of the Company however designated and whether voting or non-voting or an equity contribution by a direct or indirect parent company to the
common equity of the Company. 


        "Euroclear" means Euroclear Bank, S.A./N.V., as operator of the Euroclear systems, and any successor thereto. 


9







 



        "Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including any
successor legislation and rules and regulations. 


        "Exchange Notes" means Notes registered under the Securities Act to be exchanged for Notes not so registered, pursuant to and as set forth
in a Registration Rights Agreement relating to such an exchange. 


        "Exchange Offer" has the meaning set forth in a Registration Rights Agreement relating to an exchange of Notes registered under the
Securities Act for Notes not so registered. 


        "Exchange Offer Registration Statement" has the meaning set forth in a Registration Rights Agreement. 


        "Existing Indebtedness" means Indebtedness of the Company and the Restricted Subsidiaries in existence on January 17, 2006, until
such amounts are repaid. 


        "Existing Indenture" means the Indenture, dated as of January 17, 2006, between the Company and U.S. Bank National
Association, as trustee. 


        "Fair Market Value" means, with respect to any assets (including securities), the price that could be negotiated in an arm's-length
transaction, for cash, between a willing seller and willing buyer, neither of whom is under undue pressure or compulsion to complete the transaction; provided,
however, that if such assets have a Fair Market Value in excess of US$40.0 million, Fair Market Value shall be determined by the Board of Directors of the Company, as
set forth in a resolution, based upon (i) approval by a majority of the disinterested members of the Board of Directors or (ii) an opinion or appraisal issued by an accounting, appraisal
or investment banking firm of national standing in the United States or Canada; provided,  further, that no such resolution, approval or opinion shall
be required in connection with any Back-to-Back Transaction. 


        "GAAP" means generally accepted accounting principles, consistently applied, as in effect in Canada from time to time. 


        "Global Note Legend" means the legend set forth in Section 2.06(g)(ii) hereof, which is required to be placed on all Global Notes
issued under this Indenture. 


        "Global Notes" means the global Notes in the form of Exhibit A hereto issued in accordance with
Article 2 hereof. 


        "Government Securities" means direct obligations of, or obligations guaranteed by, the United States of America (including any
agency or instrumentality thereof) and the payment for which the United States of America pledges its full faith and credit, and which are not callable or redeemable at the issuer's option. 



        "guarantee" means, as to any Person, a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course
of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any
part of any Indebtedness of another Person. 


        "Hedging Obligations" means, with respect to any specified Person, the obligations of such Person pursuant to any Interest Rate Agreement,
Currency Exchange Protection Agreement or Commodity Price Agreement. 


        "Holder" means a Person in whose name a Note is registered, unless otherwise specified in this Indenture or such Note. 


        "Incur" means, with respect to any Indebtedness or other Obligation of any Person, to create, incur, issue, assume, guarantee or otherwise
become indirectly or directly liable, contingently or otherwise, with respect of such Indebtedness or other Obligation. 



        "Indebtedness" means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent: 



        (1)   representing
principal of and premium, if any, in respect of borrowed money; 


        (2)   representing
principal of and premium, if any, evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in
respect thereof); 



        (3)   in
respect of bankers' acceptances; 



10









  




        (4)   representing
Capital Lease Obligations of such Person and all Attributable Debt in respect of sale and leaseback transactions entered into by such Person; 



        (5)   representing
the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable; 


        (6)   representing
the amount of all obligations of such Person with respect to the repayment of any Disqualified Stock or, with respect to any Subsidiary of such Person, any
Preferred Stock (in each case, valued at the greater of its voluntary or involuntary maximum fixed repurchase price plus accrued dividends); or 


        (7)   representing
any Hedging Obligations, 




if
and to the extent any of the preceding items (other than letters of credit, Hedging Obligations, Attributable Debt, Disqualified Stock and Preferred Stock) would appear as a liability upon the face
of a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term "Indebtedness" includes all Indebtedness of others
secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the guarantee by the specified
Person of any Indebtedness of any other Person. For purposes hereof, the "maximum fixed repurchase price" of any Disqualified Stock or Preferred Stock which does not have a fixed repurchase price
shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Indebtedness shall
be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value
shall be determined in good faith by the Board of Directors of the issuer of such Disqualified Stock or Preferred Stock. The term "Indebtedness" shall
not include Back-to-Back Securities or Standard Securitization Undertakings. 


        The
amount of any Indebtedness described above in clauses (1) through (7) and in the preceding paragraph outstanding as of any date shall be the outstanding balance at such
date of all unconditional obligations as described above and, with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation, and
shall be: 



        (1)   the
accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount, and 


        (2)   the
principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness; 




provided, however, that if any Indebtedness denominated in a currency other than Canadian dollars is
hedged or swapped through the maturity of such Indebtedness under a Currency Exchange Protection Agreement, the amount of such Indebtedness shall be adjusted to the extent of any positive or negative
value (to the extent the Obligation under such Currency Exchange Protection Agreement is not otherwise included as Indebtedness of such Person) of such Currency Exchange Protection Agreement. 


        "Indenture" means this instrument, as originally executed or as it may from time to time be supplemented or amended in accordance with
Article 9 hereof. 


        "Indirect Participant" means a Person who holds a beneficial interest in a Global Note through a Participant. 



        "Initial Notes" means US$700.0 million aggregate principal amount of Notes issued under this Indenture on the date hereof. 


        "Institutional Accredited Investor" means an institution that is an "accredited investor" as defined in Rule 501(a)(1), (2),
(3) or (7) under the Securities Act. 


        "Interest Payment Dates" shall have the meaning set forth in paragraph 1 of each Note. 



        "Interest Rate Agreement" means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or other
similar agreement or arrangement entered into for the purpose of protecting against fluctuations in interest rates with any commercial bank or other financial institution having capital and surplus in
excess of US$250.0 million at the time the Interest Rate Agreement is entered into. 


11







 



        "Investments" means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates)
in the forms of loans or other extensions of credit (including guarantees, but excluding advances to customers or suppliers in the ordinary course of business that are, in conformity with GAAP,
recorded as accounts receivable, prepaid expenses or deposits on the balance sheet of the Company or its Restricted Subsidiaries and endorsements for collection or deposit arising in the ordinary
course of business), advances (excluding commission, travel and similar advances to officers and employees made consistent with past practices), capital contributions (by means of any transfer
of cash or other property to others or any payment for property or services for the account or use of others), purchases or other acquisitions for consideration of Indebtedness, Equity
Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP and include the designation of a Restricted
Subsidiary as an Unrestricted Subsidiary. If the Company or any Restricted Subsidiary sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary such that,
after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Company, the Company shall be deemed to have made an Investment on the date of any such
sale or disposition equal to the fair market value of the Investment in such Restricted Subsidiary not sold or disposed of in an amount determined as provided in Section 4.10(c) hereof. The
acquisition by the Company or any Restricted Subsidiary of a Person that holds an Investment in a third Person shall be deemed to be an Investment by the Company or such Restricted Subsidiary in such
third Person in an amount equal to the fair market value of the Investment held by the acquired Person in such third Person in an amount determined as provided in Section 4.10(c) hereof. 


        "Issue Date" means October 5, 2007. 


        "Legal Holiday" means a Saturday, a Sunday or a day on which banking institutions in each of the City of New York,
Montréal, the city in which the Corporate Trust Office of the Trustee is located or any other place of payment on the Notes are authorized by law, regulation or executive order to
remain closed. 


        "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest, hypothecation, assignment for security or
encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or capital lease or other title retention
agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform
Commercial Code (or equivalent statutes) of any jurisdiction. 


        "Letter of Transmittal" means the letter of transmittal, or its electronic equivalent in accordance with the Applicable Procedures, to be
prepared by the Company and sent to all Holders of the Initial Notes or any Additional Notes for use by such Holders in connection with an Exchange Offer. 


        "Net Income" means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and
before any reduction in respect of Preferred Shares dividends, excluding, however: 



        (1)   any
gain (or loss), together with any related provision for taxes on such gain (or loss), realized in connection with: (a) any Asset Sale (without
regard to the $10.0 million limitation set forth in the definition thereof) or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the
extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and 


        (2)   any
extraordinary gain (or loss), together with any related provision for taxes on such extraordinary gain (or loss). 




        "Net Proceeds" means the aggregate cash proceeds received by the Company or any Restricted Subsidiary in respect of any Asset Sale
(including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of (a) the direct costs relating
to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, (b) any relocation expenses incurred as a result of the Asset Sale,
(c) taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, (d) amounts
required to be applied to the repayment of Indebtedness or other liabilities, secured by a Lien on the asset or assets that were the subject of such Asset Sale, or required to be paid as a result of
such sale, (e) any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP, and (f) all 


12







 

distributions
and other payments required to be made to minority interest holders in Subsidiaries or joint ventures of the Company or such Restricted Subsidiary as a result of such Asset Sale. 



        "Non-Recourse Debt" means Indebtedness: 



        (1)   as
to which neither the Company nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument
that would constitute Indebtedness) other than a pledge of the Equity Interests of an Unrestricted Subsidiary, (b) is directly or indirectly liable as a guarantor or otherwise other than by
virtue of a pledge of the Equity Interests of an Unrestricted Subsidiary or (c) constitutes the lender; 



        (2)   no
default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit,
upon notice, lapse of time or both, any holder of any other Indebtedness (other than the Notes) of the Company or any Restricted Subsidiary to declare a default on such other Indebtedness or cause the
payment thereof to be accelerated or payable prior to its Stated Maturity; and 


        (3)   as
to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of the Company or any Restricted Subsidiary other than
set forth in clause (1) above. 




        "Obligations" means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable
under the documentation governing any Indebtedness. 


        "Officer" means the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial
Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice President of the Company. 



        "Officers' Certificate" means a certificate signed by two Officers of the Company, at least one of whom shall be the principal executive
officer, principal financial officer or the principal accounting officer of the Company, and delivered to the Trustee. 


        "Opinion of Counsel" means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an
employee of or counsel to the Company, an Affiliate of the Company or the Trustee. 


        "Participant" means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear
or Clearstream, respectively, and, with respect to DTC, shall include Euroclear and Clearstream. 


        "Permitted Business" means the businesses conducted by the Company and its Subsidiaries on January 17, 2006, or anything related or
ancillary thereto. 


        "Permitted Holders" means one or more of the following persons or entities: 



        (1)   Quebecor Inc.; 


        (2)   any
issue of the late Pierre Péladeau; 


        (3)   any
trust having as its sole beneficiaries one or more of the persons listed in clause (2) above; 


        (4)   any
corporation, partnership or other entity controlled, directly or indirectly, by one or more of the persons or trusts referred to in clause (2) or (3)
above; and 


        (5)   Caisse
de dépôt et placement du Québec, or any corporation, partnership or other entity controlled, directly or indirectly,
by Caisse de dépôt et placement du Québec. 




        "Permitted Investments" means: 



        (1)   any
Investment in the Company or in a Restricted Subsidiary of the Company; 



        (2)   any
Investment in cash or Cash Equivalents; 



13







 




        (3)   any
Investment by the Company or any Restricted Subsidiary in a Person, if as a result of such Investment: 



        (a)    such
Person becomes a Restricted Subsidiary; 


        (b)   such
Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or any
Restricted Subsidiary; or 


        (c)    such
Person, which was formed solely for the purpose of acquiring assets of a Permitted Business, is upon acquisition of such assets obligated to convey or otherwise
distribute assets to the Company or any of its Restricted Subsidiaries having a Fair Market Value at least equal to the Investment of the Company or such Restricted Subsidiary in such Person
(net of transaction expenses); 




        provided, that, in each case, such Person's primary business is, or the assets acquired by the Company or any of its Restricted
Subsidiaries are used or useful in, a Permitted Business; 


        (4)   any
Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the provisions
of Section 4.12 hereof; 


        (5)   any
acquisition of assets solely in exchange for the issuance of Equity Interests (other than Disqualified Stock or Back-to-Back Securities) of
the Company; 


        (6)   any
Investment made in connection with Hedging Obligations entered into in the ordinary course of business of the Company or any of its Restricted Subsidiaries and not
for speculative purposes, and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in interest rates, foreign currency exchange rates or
commodity prices, or by reason of fees, indemnities and compensation payable thereunder; 


        (7)   payroll,
travel and similar advances to officers, directors and employees of the Company and its Restricted Subsidiaries for business-related travel expenses, moving
expenses and other similar expenses that are expected at the time of such advances ultimately to be treated as expenses in accordance with GAAP; 


        (8)   any
Investment in connection with Back-to-Back Transactions; 


        (9)   any
Investment existing on January 17, 2006, and any Investment that is an extension, modification, renewal or reinvestment of such existing Investment,  provided, that, the Fair Market Value of the new
Investment does not exceed the Fair Market Value of the existing Investment at the time it is extended,
modified, renewed or reinvested; 


       (10)  any
Investment by the Company or any Restricted Subsidiary of the Company in an Accounts Receivable Entity or any Investment by an Accounts Receivable Entity in any
other Person in connection with a Qualified Receivables Transaction, so long as any Investment in an Accounts Receivable Entity is in the form of a Purchase Money Note or an Equity Interest; 


       (11)  Investments
in joint ventures engaged in a Permitted Business not to exceed US$50.0 million. 


       (12)  other
Investments in any Person having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent
changes in value), when taken together with all other Investments made (i) since the Issue Date pursuant to this clause (12) and (without duplication) (ii) since
January 17, 2006 pursuant to clause (12) of the definition of "Permitted Investments" contained in the Existing Indenture, not to exceed US$100.0 million in the aggregate
outstanding at any one time. 




        "Permitted Liens" means: 



        (1)   Liens
on the assets of the Company securing Indebtedness and other Obligations of the Company under Credit Facilities, which Indebtedness was permitted to be incurred
pursuant to Section 4.09(b)(1) hereof; 


        (2)   Liens
in favor of the Company; 


        (3)   Liens
on property of a Person existing at the time such Person is merged with or into or consolidated or amalgamated with the Company,  provided that such Liens were in existence prior to the contemplation of




14







 




such
merger, consolidation or amalgamation and do not extend to any assets other than those of the Person merged into or consolidated or amalgamated with the Company; 


        (4)   Liens
on property existing at the time of acquisition thereof by the Company, provided that such Liens were in existence
prior to the contemplation of such acquisition and do not extend to any assets other than such property; 


        (5)   Liens
to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course
of business; 


        (6)   Liens
to secure Indebtedness (including Capital Lease Obligations) permitted by Section 4.09(b)(4) hereof covering only the assets acquired with such
Indebtedness; 


        (7)   Liens
existing on January 17, 2006; 


        (8)   Liens
for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly
instituted and diligently concluded, provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have
been made therefor; 


        (9)   Liens
securing Permitted Refinancing Indebtedness, provided that any such Lien does not extend to or cover any property,
Capital Stock or Indebtedness other than the property, shares or debt securing the Indebtedness so refunded, refinanced or extended; 


       (10)  attachment
or judgment Liens not giving rise to a Default or an Event of Default; 


       (11)  Liens
incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security; 



       (12)  Liens
incurred or deposits made to secure the performance of tenders, bids, leases, statutory or regulatory obligations, bankers' acceptance, surety and appeal bonds,
government contracts, performance and return-of-money bonds and other Liens of a similar nature incurred in the ordinary course of business (including, without limitation,
mechanics', landlords' or workmen's compensation Liens and Liens in respect of insurance or benefits and other similar Liens), in each case exclusive of Obligations for the payment of
borrowed money; 


       (13)  licenses,
permits, reservations, servitudes, easements, rights-of-way and rights in the nature of easements (including, without limiting the
generality of the foregoing, licenses, easements, rights-of-way and rights in the nature of easements for railways, sidewalks, public ways, sewers, drains, gas or oil
pipelines, steam, gas and water mains or electric light and power, or telephone and telegraph or cable television conduits, poles, wires and cables, reservations, limitations, provisos and conditions
expressed in any original grant from any governmental entity or other grant of real or immovable property, or any interest therein) and zoning land use and building restrictions, by-laws,
regulations and ordinances of federal, provincial, regional, state, municipal and other governmental authorities in respect of real property not interfering, individually or in the aggregate, in any
material respect with the use of the affected real property for the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries at such real property; 


       (14)  Liens
of franchisors or other regulatory bodies arising in the ordinary course of business; 


       (15)  Liens
securing reimbursement obligations with respect to letters of credit that encumber documents and other property relating to such letters of credit and the
products and proceeds thereof; 


       (16)  Liens
encumbering customary initial deposits and margin deposits, and other Liens that are within the general parameters customary in the industry and incurred in the
ordinary course of business, in each case, securing Indebtedness under Hedging Obligations and forward contracts, options, future contracts, future options or similar agreements or arrangements,
including mark-to-market transactions designed solely to protect the Company or any Restricted Subsidiary from fluctuations in interest rates, currencies or the price
of commodities; 


       (17)  Liens
consisting of any interest or title of licensor in the property subject to a license; 



15







 




       (18)  Liens
arising from sales or other transfers of accounts receivable which are past due or otherwise doubtful of collection in the ordinary course of business; 


       (19)  Liens
on accounts receivable and related assets incurred in connection with a Qualified Receivables Transaction; 


       (20)  Liens
on Capital Stock of any Unrestricted Subsidiary; 


       (21)  any
extensions, substitutions, replacements or renewals of the foregoing clauses (2) through (20); and 



       (22)  Liens
incurred in the ordinary course of business of the Company with respect to Obligations that do not exceed US$50.0 million at any one time outstanding. 




        "Permitted Refinancing Indebtedness" means any Indebtedness of the Company or any Restricted Subsidiary issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness);  provided, however,
 that: 



        (1)   the
principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value,
if applicable) of the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest thereon and the amount of any reasonably determined premium necessary to
accomplish such refinancing and such reasonable expenses incurred in connection therewith); 


        (2)   such
Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater
than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; 



        (3)   if
the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Notes, such Permitted Refinancing
Indebtedness is subordinated in right of payment to, the Notes on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded; 


        (4)   if
the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is pari passu in right of
payment with the Notes, such Permitted Refinancing Indebtedness is pari passu with, or subordinated in right of payment to, the Notes; and 


        (5)   such
Indebtedness is incurred either by the Company or by the Restricted Subsidiary who is the obligor on the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded. 




        "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated
organization, limited liability company or government or other entity. 



        "Predecessor Note" of any particular Note means every previous Note evidencing all or a portion of the same Indebtedness as that evidenced
by such particular Note; and any Note authenticated and delivered under Section 2.07 in lieu of a lost, destroyed or stolen Note shall be deemed to evidence the same Indebtedness as the lost,
destroyed or stolen Note. 


        "Preferred Shares" means any Capital Stock of a Person, however designated, which entitles the holder thereof to a preference with respect
to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of any other class of Capital Stock issued by
such Person. 


        "Private Placement Legend" means the legend set forth in Section 2.06(g)(i) hereof to be placed on all Notes issued under this
Indenture except as otherwise permitted by the provisions of this Indenture. 


        "Public Subsidiary" means any of the Company's Restricted Subsidiaries that (1) is required to file reports pursuant to the
Securities Act (Ontario) and/or is required to file reports pursuant to Section 13 of the Exchange Act and (2) has Capital Stock listed or quoted on the Toronto Stock Exchange, the
New York Stock Exchange or the NASDAQ National Market. 


16







 



        "Purchase Money Note" means a promissory note of an Accounts Receivable Entity to the Company or any of its Restricted Subsidiaries, which
note must be repaid from cash available to the Accounts Receivable Entity, other than amounts required to be established as reserves pursuant to agreements, amounts paid to investors in respect of
interest, principal and other amounts owing to such investors and amounts paid in connection with the purchase of newly generated receivables. 



        "QIB" means a "qualified institutional buyer" as defined in Rule 144A. 


        "Qualified Receivables Transaction" means any transaction or series of transactions entered into by the Company or any of its Restricted
Subsidiaries pursuant to which the Company or such Restricted Subsidiary transfers to an Accounts Receivable Entity (in the case of a transfer by the Company or any of its Restricted
Subsidiaries) or any other Person other than the Company or any of its Subsidiaries, or grants a security interest in, any accounts receivable (whether now existing or arising in the future) of the
Company or any of its Restricted Subsidiaries, and any assets related thereto, including, without limitation, all collateral securing such accounts receivable, all contracts and all guarantees or
other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interests are
customarily granted in connection with an accounts receivable financing transaction; provided such transaction is on market terms at the time the
Company or such Restricted Subsidiary enters into such transaction. 


        "Quebecor Media Entity" means any of the Company or any of its Restricted Subsidiaries. 



        "Registration Rights Agreement" means the Registration Rights Agreement, dated as of the Issue Date, among the Company and the initial
purchasers named therein, as such agreement may be amended, modified or supplemented from time to time and, with respect to any Additional Notes, one or more registration rights agreements between the
Company and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights given by the Company to the purchasers of Additional Notes to
register such Additional Notes, or exchange such Additional Notes for registered notes, under the Securities Act. 



        "Regular Record Date" for the interest payable on any Interest Payment Date means the applicable date specified as a "Record Date" on the
face of the Note. 


        "Regulation S" means Regulation S promulgated under the Securities Act. 


        "Regulation S Global Note" means a Global Note in the form of Exhibit A hereto bearing the Global Note Legend and the
Private Placement Legend and deposited with and registered in the name of the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes
sold for initial resale in reliance on Rule 904. 


        "Related Party" means: 



        (1)   any
controlling shareholder, 80% (or more) owned Subsidiary, or immediate family member (in the case of an individual) of any Permitted Holder, or 


        (2)   any
trust, corporation, partnership or other entity, the beneficiaries, shareholders, partners, owners or Persons beneficially holding an 80% or more controlling
interest of which consist of any one or more Permitted Holder and/or such other Persons referred to in the immediately preceding clause (1). 




        "Replacement Assets" means (1) non-current assets that will be used or useful in a Permitted Business; (2) if
the Net Proceeds are from the sale of assets of the Company or any of its Restricted Subsidiaries or the Equity Interests of any of its Restricted Subsidiaries, substantially all the assets of a
Permitted Business or a majority of the Voting Stock of any Person engaged in a Permitted Business that will become on the date of acquisition thereof a Restricted Subsidiary; or (3) if the Net
Proceeds are from the sale of assets or Equity Interests of a Person other than the Company or any of its Restricted Subsidiaries, the assets of a Permitted Business or the Voting Stock of any Person
engaged in a Permitted Business. 


        "Responsible Officer," when used with respect to the Trustee, means any officer within the Corporate Trust Department of the Trustee
(or any successor group of the Trustee) with direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject. 


17







 



        "Restricted Definitive Note" means one or more Definitive Notes bearing the Private Placement Legend. 


        "Restricted Global Notes" means 144A Global Notes and Regulation S Global Notes. 


        "Restricted Investment" means an Investment other than a Permitted Investment. 


        "Restricted Payment" means: 



        (1)   the
declaration or payment of any dividend or the making of any other payment or distribution on account of the Company's or any Restricted Subsidiary's Equity
Interests, including, without limitation, any payment in connection with any merger or consolidation involving the Company or any Restricted Subsidiary, or to the direct or indirect holders of the
Company's or any Restricted Subsidiary's Equity Interests in their capacity as such, other than dividends, payments or distributions (a) payable in Equity Interests (other than Disqualified
Stock or Back-to-Back Securities) of the Company or (b) to the Company or a Restricted Subsidiary (and, if such Restricted Subsidiary is not a Wholly Owned Restricted
Subsidiary, to the other shareholders of such Restricted Subsidiary on a pro rata basis or on a basis that results in the receipt by the Company
or a Restricted Subsidiary of dividends or distributions of greater value than it would receive on a pro rata basis); 


        (2)   the
purchase, redemption or other acquisition or retirement for value, including, without limitation, in connection with any merger or consolidation involving the
Company, of any Equity Interests of the Company, other than such Equity Interests of the Company held by the Company or any of its Restricted Subsidiaries; 


        (3)   the
making of any payment on or with respect to, or the purchase, redemption, defeasance or other acquisition or retirement for value of any
Back-to-Back Securities or Subordinated Indebtedness, except, in the case of Subordinated Indebtedness (other than Back-to-Back Securities), a payment
of interest at the Stated Maturity of such interest, or principal at or within one year of the Stated Maturity of principal, of such Subordinated Indebtedness; or 


        (4)   any
Restricted Investment. 




        "Restricted Subsidiary" means any Subsidiary of the Company that is not an Unrestricted Subsidiary. 


        "Rule 144" means Rule 144 promulgated under the Securities Act. 



        "Rule 144A" means Rule 144A promulgated under the Securities Act. 


        "Rule 903" means Rule 903 promulgated under the Securities Act. 


        "Rule 904" means Rule 904 promulgated under the Securities Act. 


        "sale and leaseback transaction" means, with respect to any Person, any transaction involving any of the assets or properties of such
Person whether now owned or hereafter acquired, whereby such Person sells or transfers such
assets or properties and then or thereafter leases such assets or properties or any part thereof or any other assets or properties which such Person intends to use for substantially the same purpose
or purposes as the assets or properties sold or transferred. 


        "Securities Act" means the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder, including any
successor legislation and rules and regulations. 


        "Shelf Registration Statement" has the meaning set forth in any Registration Rights Agreement relating to registering Notes under the
Securities Act. 


        "Significant Subsidiary" means any Subsidiary that would be a "significant subsidiary" as defined in Article 1,
Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on January 17, 2006. 


        "Special Interest" has the meaning set forth in any Registration Rights Agreement and relating to amounts to be paid in the event the
Company fails to satisfy certain conditions set forth therein. For all purposes of this Indenture, the term "interest" shall include Special Interest, if any, with respect to the Notes. 


18







 



        "Standard Securitization Undertakings" means representations, warranties, covenants and indemnities entered into by the Company or any of
its Restricted Subsidiaries, which are customary in an accounts receivable securitization transaction. 


        "Stated Maturity" means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such
payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any
such interest or principal prior to the date originally scheduled for the payment thereof. 


        "Subordinated Indebtedness" means any Indebtedness of the Company or any of its Restricted Subsidiaries (whether outstanding on the Issue
Date or thereafter incurred) that is, by its terms, expressly subordinate or junior in right of payment to the Notes. 


        "Subsidiary" means, with respect to any specified Person: 



        (1)   any
corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other
Subsidiaries of that Person (or a combination thereof); and 


        (2)   any
partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general
partners of which are such Person or one or more Subsidiaries of such Person (or any combination thereof). 




        "Tax" means any tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and any other liabilities
related thereto). 


        "Tax Benefit Transaction" means, for so long as the Company is a direct or indirect Subsidiary of Quebecor Inc., any transaction
between a Quebecor Media Entity and Quebecor Inc. or any of its Affiliates, the primary purpose of which is to create tax benefits for any Quebecor Media Entity or for Quebecor Inc. or
any of its Affiliates; provided, however, that not later than the date of any such transaction
(1) if the Tax Benefit Transaction includes net consideration payable thereunder in excess of Cdn$10.0 million (or Cdn$25.0 million when aggregated with all other Tax
Benefit Transactions in any 12-month period), the Quebecor Media Entity involved in the transaction obtains, or has obtained in connection with a previous similar Tax Benefit Transaction,
a favorable tax ruling from a competent tax authority or a favorable tax opinion from a nationally recognized Canadian law or accounting firm having a tax practice of national standing as to the tax
efficiency of the transaction for such Quebecor Media Entity; (2) if the Tax Benefit Transaction includes net consideration payable thereunder in excess of Cdn$10.0 million
(or Cdn$25.0 million when aggregated with all other Tax Benefit Transactions in any 12-month period), the Company delivers to the trustee a resolution of the Board of
Directors of the Company to the effect the transaction will not prejudice the Holders, which resolution shall be based upon (a) approval by a majority of the disinterested members of such Board
of Directors or (b) an opinion as to the fairness to such Quebecor Media Entity of such transaction from a financial point of view issued by an accounting, appraisal or investment banking firm
of national standing in the United States or Canada; (3) such transaction is set forth in writing; and (4) the Consolidated Cash Flow of the Company is not reduced after giving  pro forma effect to the transaction as if the same had occurred at the beginning of the most recently ended full fiscal quarter for which
internal financial statements are available; provided, however, that if such transaction shall
thereafter cease to satisfy the preceding requirements as a Tax Benefit Transaction, it shall thereafter cease to be a Tax Benefit Transaction for purposes of this Indenture and shall be deemed to
have been effected as of such date and, if the transaction is not otherwise permitted by this Indenture as of such date, the Company will be in default under this Indenture if such transaction does
not comply with the preceding requirements or is not otherwise unwound within 45 days of that date. 


        "TIA" means the U.S. Trust Indenture Act of 1939, as amended, and the rules and regulations thereunder, including any successor
legislation and rules and regulations. 


        "Treasury Rate" means the yield to maturity at the time of computation of United States Treasury securities with a constant
maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) which has become publicly available at least two business days prior to the date
fixed for prepayment (or, if 


19







 



such
Statistical Release is no longer published, any publicly available source for similar market data)) most nearly equal to the then remaining term of the Notes to March 15, 2011;  provided,
however, that if the then remaining term of the Notes to March 15, 2011 is not equal to
the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate will be obtained by linear interpolation (calculated to the nearest
one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the then remaining term of the Notes to
March 15, 2011 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used. 


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



        "Unrestricted Definitive Notes" means one or more Definitive Notes that do not and are not required to bear the Private Placement Legend. 


        "Unrestricted Global Notes" means one or more Global Notes that do not and are not required to bear the Private Placement Legend and are
deposited with and registered in the name of the Depositary or its nominee. 


        "Unrestricted Subsidiary" means: 



        (1)   Nurun Inc.;



        (2)   any
Subsidiary of the Company that was designated after January 17, 2006 as an Unrestricted Subsidiary as permitted or required pursuant to the provisions of
Section 4.17 hereof and is not thereafter redesignated as a Restricted Subsidiary as permitted pursuant thereto; and 


        (3)   any
Subsidiary of an Unrestricted Subsidiary. 




        "Voting Stock" of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of
the Board of Directors of such Person. 


        "Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing: 



        (1)   the
sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the
making of such payment; by 


        (2)   the
then outstanding principal amount of such Indebtedness. 




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


Section 1.02.    Other Definitions. 



	Term
	 	Defined in Section

	"Acceleration Notice"	 	6.02
	"Additional Amounts"	 	4.20(a)(3)
	"Affiliate Transaction"	 	4.14(a)
	"Asset Sale Offer"	 	4.12(e)
	"Authentication Order"	 	2.02(d)
	"Base Currency"	 	11.13(a)
	"Change of Control Offer"	 	4.18(a)
	"Change of Control Amount"	 	4.18(a)
	"Covenant Defeasance"	 	8.03
	"DTC"	 	2.03(b)
	 	 	 




20







 

	"Event of Default"	 	6.01
	"Excess Proceeds"	 	4.12
	"Excluded Holder"	 	4.20(b)
	"First Currency"	 	11.14
	"judgment currency"	 	11.13(a)
	"Legal Defeasance"	 	8.02
	"losses"	 	7.07
	"Offer Amount"	 	3.09(b)(ii)
	"Offer Period"	 	3.09(c)
	"Offer to Purchase"	 	3.09(a)
	"Paying Agent"	 	2.03(a)
	"Payment Default"	 	6.01(v)(a)
	"Permitted Debt"	 	4.09(b)
	"Purchase Date"	 	3.09(c)
	"rate(s) of exchange"	 	11.13
	"Registrar"	 	2.03(a)
	"Security Register"	 	3.03
	"Surviving Company"	 	5.01(a)(1)






Section 1.03.    Incorporation by Reference of Trust Indenture
Act. 


        (a)    Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. 


        (b)   The
following TIA terms used in this Indenture have the following meanings: 


        "indenture securities" means the Notes; 


        "indenture security holder" means a Holder of a Note; 


        "indenture to be qualified" means this Indenture; 


        "indenture trustee" or "institutional trustee" means the Trustee; and 


        "obligor" on the Notes means the Company and any successor obligor upon the Notes. 



        (c)    All
other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule under the TIA and not
otherwise defined herein have the meanings so assigned to them. 


Section 1.04.    Rules of Construction. 


        (a)    Unless
the context otherwise requires: 



          (i)  a
term has the meaning assigned to it; 


         (ii)  an
accounting term not otherwise defined herein has the meaning assigned to it in accordance with GAAP; 


        (iii)  "or"
is not exclusive; 


        (iv)  words
in the singular include the plural, and in the plural include the singular; 


         (v)  all
references in this instrument to "Articles," "Sections" and other subdivisions are to the designated Articles, Sections and subdivisions of this instrument as
originally executed; 


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


       (vii)  "including"
means "including without limitation;" 



21







 




      (viii)  provisions
apply to successive events and transactions; and 


        (ix)  references
to sections of or rules under the Securities Act, the Exchange Act or the TIA shall be deemed to include substitute, replacement or successor sections or
rules adopted by the Commission from time to time thereunder. 



 
 

ARTICLE 2.    
    
    THE NOTES    
    


Section 2.01.    Form and Dating. 



        (a)    General.    The Notes and the Trustee's certificate of authentication shall be substantially in the form
included in Exhibit A hereto, which is hereby incorporated in and expressly made part of this Indenture. The Notes may have notations, legends or endorsements required by law, exchange rule or
usage in addition to those set forth on Exhibit A. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of US$1,000 and integral multiples thereof. The
terms and provisions contained in the Notes shall constitute a part of this Indenture, and the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms
and provisions and to be bound thereby. To the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and
be controlling. 


        (b)   Form of Notes.    Notes shall be issued initially in global form and shall be substantially in the form of
Exhibit A attached hereto (including the Global Note Legend thereon and the "Schedule of Exchanges of Interests in the Global Note" attached thereto). Notes issued in definitive form shall be
substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal
amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions and transfers of interests therein. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal
amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required
by Section 2.06 hereof. 


        (c)    Book-Entry Provisions.    This Section 2.01(c) shall apply only to Global Notes deposited
with the Trustee, as custodian for the Depositary. Participants and Indirect Participants shall have no rights under this Indenture or any Global Note with respect to any Global Note held on their
behalf by the Depositary or by the Trustee as custodian for the Depositary, and the Depositary shall be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute
owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Participants or Indirect Participants, the Applicable
Procedures or the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Note. 


        (d)   Euroclear and Clearstream Procedures Applicable.    The provisions of the "Operating Procedures of the
Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "General Terms and Conditions of Clearstream" and "Customer Handbook" of Clearstream shall be applicable to transfers of
beneficial interests in Global Notes that are held by Participants through Euroclear or Clearstream. 


Section 2.02.    Execution and Authentication. 


        (a)    One
Officer shall execute the Notes on behalf of the Company by manual or facsimile signature. 


        (b)   If
an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated by the Trustee, the Note shall nevertheless be valid. 



        (c)    A
Note shall not be valid until authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated
under this Indenture. 


22









   
        (d)   The Trustee shall, upon a written order of the Company signed by an Officer (an "Authentication Order"),
authenticate Notes for original issue. 


        (e)    The
Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in such appointment, an authenticating agent
may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent shall have the
same rights as an Agent with respect to Holders. 


Section 2.03.    Registrar and Paying Agent. 


        (a)    The
Company shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange
("Registrar") and an office or agency where Notes may be presented for payment ("Paying Agent"). The
Registrar shall keep a register of the Notes and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents. The term
"Registrar" includes any co-registrar and the term "Paying Agent" includes any additional paying agent. The Company may change any Paying Agent or Registrar without notice to any Holder.
The Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying
Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar. 


        (b)   The
Company initially appoints The Depository Trust Company ("DTC") to act as Depositary with respect to the
Global Notes. 


        (c)    The
Company initially appoints the Trustee to act as Registrar and Paying Agent and to act as Custodian with respect to the Global Notes, and the Trustee hereby agrees
so to initially act. 


Section 2.04.    Paying Agent to Hold Money in Trust. 


        The
Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held
by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall notify the Trustee of any default by the Company in
making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all funds held by it relating to the Notes to the Trustee. The Company at any time may require
a Paying Agent to pay all funds held by it relating to the Notes to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) shall have no
further liability for such funds. If the Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all funds held by it as
Paying Agent. The Paying Agent, except if the Paying Agent is the Company or a Subsidiary, shall not be liable for interest on any money received or held by it hereunder, and, if the Paying Agent is
other than the Company or a Subsidiary, moneys held in trust by the Paying Agent need not be segregated except as required by law. Upon any Event of Default under Sections 6.01(viii)
and (ix) hereof relating to the Company, the Trustee shall serve as Paying Agent for the Notes. 


Section 2.05.    Holder Lists. 


        The
Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply
with TIA §312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least seven Business Days before each Interest Payment Date and at such other times as
the Trustee may request in writing, a list in such form and as of such date or such shorter time as the Trustee may allow, as the Trustee may reasonably require of the names and addresses of the
Holders and the Company shall otherwise comply with TIA §312(a). 


Section 2.06.    Transfer and Exchange. 


        (a)    Transfer and Exchange of Global Notes.    A Global Note may not be transferred as a whole except by the
Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. The Company shall exchange Global Notes for Definitive Notes if: (1) the Company 


23







 



delivers
to the Trustee a notice from the Depositary that the Depositary is unwilling or unable to continue to act as Depositary for the Global Notes or that it has ceased to be a clearing agency
registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (2) the
Company at its option determines that the Global Notes shall be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) a Default or Event of Default
shall have occurred and be continuing. Upon the occurrence of any of the preceding events in clauses (1), (2) or (3) above, Definitive Notes shall be issued in denominations of
US$1,000 or integral multiples thereof and in such names as the Depositary shall instruct the Trustee in writing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in
Sections 2.07 and 2.10 hereof. Except as provided above, every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this
Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note
other than as provided in this Section 2.06(a), and beneficial interests in a Global Note may not be transferred and exchanged other than as provided in Section 2.06(b),
(c) or (f) hereof. 


        (b)   Transfer and Exchange of Beneficial Interests in the Global Notes.    The transfer and exchange of beneficial
interests in the Global Notes shall be effected through the Depositary in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in Restricted Global
Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in Global Notes also shall
require compliance with either clause (i) or (ii) below, as applicable, as well as one or more of the other following clauses, as applicable: 



          (i)  Transfer
of Beneficial Interests in the Same Global Note.    Beneficial interests in any Restricted Global Note may be
transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement
Legend and any Applicable Procedures; provided, however, that prior to the expiration of the
Distribution Compliance Period, transfers of beneficial interests in Regulation S Global Note may not be made to or for the account or benefit of a "U.S. Person" (as defined in
Rule 902(k) of Regulation S) (other than a "distributor" (as defined in Rule 902(d) of Regulation S)). Beneficial interests in any Unrestricted Global Note may be
transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. Except as may be required by any Applicable Procedures, no written orders or
instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(i). 


         (ii)  All
Other Transfers and Exchanges of Beneficial Interests in Global Notes.    In connection with all transfers and exchanges of
beneficial interests that are not subject to Section 2.06(b)(i) above, the transferor of such beneficial interest must deliver to the Registrar either (A)(1) a written order from a Participant
or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note
in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the
Participant account to be credited with such increase or (B) if permitted under Section 2.06(a) hereof, (1) a written order from a Participant or an Indirect Participant given to
the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or
exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer
or exchange referred to in (B)(1) above. Upon consummation of an Exchange Offer by the Company in accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(ii)
shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted
Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the
Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof. 



        (iii)  Transfer
of Beneficial Interests in a Restricted Global Note to Another Restricted Global Note.    A beneficial interest in any
Restricted Global Note may be transferred to a Person who takes delivery thereof in 



24







 




the
form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(ii) above and the Registrar receives the following: 



        (A)  if
the transferee will take delivery in the form of a beneficial interest in a 144A Global Note, then the transferor must deliver a certificate in the form of
Exhibit B hereto, including the certifications in item (1) thereof; and 


        (B)   if
the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Note, then the transferor must deliver a certificate in the
form of Exhibit B hereto, including the certifications in item (2) thereof. 




        (iv)  Transfer
and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global
Note.    A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to
a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the exchange or transfer complies with the requirements of Section 2.06(b)(ii)
above and: 



        (A)  such
exchange or transfer is effected pursuant to an Exchange Offer in accordance with a Registration Rights Agreement and the holder of the beneficial interest to be
transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications in the applicable Letter of Transmittal (or is deemed to have made such
certifications if delivery is made through the Applicable Procedures) as may be required by such Registration Rights Agreement; 


        (B)   such
transfer is effected pursuant to a Shelf Registration Statement in accordance with a Registration Rights Agreement; 


        (C)   such
transfer is effected by a broker-dealer pursuant to an Exchange Offer Registration Statement in accordance with a Registration Rights Agreement; or 


        (D)  the
Registrar receives the following: 



        (1)   if
the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global
Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or 


        (2)   if
the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the
form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 




and,
in each such case set forth in this clause (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the
Registrar to the effect that such exchange or transfer shall be effected in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement
Legend shall no longer be required in order to maintain compliance with the Securities Act. 




        If
any such transfer is effected pursuant to clause (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall execute and, upon
receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to clause (B) or (D) above. 


         (v)  Transfer
or Exchange of Beneficial Interests in Unrestricted Global Notes for Beneficial Interests in Restricted Global Notes
Prohibited.    Beneficial interests in an Unrestricted Global Note may not be exchanged for, or transferred to Persons who take delivery thereof in the form of, beneficial
interests in a Restricted Global Note. 




        (c)    Transfer or Exchange of Beneficial Interests for Definitive Notes.



          (i)  Beneficial
Interests in Restricted Global Notes to Restricted Definitive Notes.    Subject to Section 2.06(a) hereof, if
any holder of a beneficial interest in a Restricted Global Note proposes to exchange 



25







 

such
beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt
by the Registrar of the following documentation: 



        (A)  if
the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from
such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof; 


        (B)   if
such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (1) thereof; 


        (C)   if
such beneficial interest is being transferred to a "non-U.S. Person" (as defined in Rule 902(k) of Regulation S) in an
offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in
item (2) thereof; 


        (D)  if
such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144
under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof; 



        (E)   if
such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities
Act other than those listed in clauses (B) through (D) above, a
certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, as applicable; or 


        (F)   if
such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including
the certifications in item (3)(b) thereof, 




the
Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of the applicable Restricted Global Note, and the
Company shall execute and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver a Restricted Definitive Note in the
appropriate principal amount to the Person designated by the holder of such beneficial interest in instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect
Participant on behalf of such holder. Any Restricted Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall be
registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall designate in such instructions. The Trustee shall deliver such
Restricted Definitive Notes to the Persons in whose names such Notes are so registered. Any Restricted Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant
to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein. 


         (ii)  Beneficial
Interests in Restricted Global Notes to Unrestricted Definitive Notes.    Subject to Section 2.06(a) hereof, a
holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes
delivery thereof in the form of an Unrestricted Definitive Note only if: 



        (A)  such
exchange or transfer is effected pursuant to an Exchange Offer in accordance with a Registration Rights Agreement and the holder of such beneficial interest, in the
case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications in the applicable Letter of Transmittal (or is deemed to have made such certifications if
delivery is made through the Applicable Procedures) as may be required by such Registration Rights Agreement; 


        (B)   such
transfer is effected pursuant to a Shelf Registration Statement in accordance with a Registration Rights Agreement; 


        (C)   such
transfer is effected by a broker-dealer pursuant to an Exchange Offer Registration Statement in accordance with a Registration Rights Agreement; or 




26







 





        (D)  the
Registrar receives the following: 



        (1)   if
the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate
from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or 


        (2)   if
the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the
form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 




and,
in each such case set forth in this clause (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the
Registrar to the effect that such exchange or transfer shall be effected in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement
Legend shall no longer be required in order to maintain compliance with the Securities Act. 




        Upon
satisfaction of the conditions of any of the clauses of this Section 2.06(c)(ii) the Company shall execute, and, upon receipt of an Authentication Order in accordance with
Section 2.02 hereof, the Trustee shall authenticate and deliver an Unrestricted Definitive Note in the appropriate principal amount to the Person designated by the holder of such beneficial
interest in instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such holder, and the Trustee shall reduce or cause to be
reduced in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of the applicable Restricted Global Note. 



        (iii)  Beneficial
Interests in Unrestricted Global Notes to Unrestricted Definitive Notes.    Subject to Section 2.06(a) hereof,
if any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note or to transfer such beneficial interest to a
Person who takes delivery thereof in the form of an Unrestricted Definitive Note, then, upon satisfaction of the applicable conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall
reduce or cause to be reduced in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of the applicable Unrestricted Global Note, and the Company shall
execute and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver an Unrestricted Definitive Note in the appropriate
principal amount to the Person designated by the holder of such beneficial interest in instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect Participant
on behalf of such holder. Any Unrestricted Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iii) shall be registered in such name or names and in
such authorized denomination or denominations as the holder of such beneficial interest shall designate in such instructions. The Trustee shall deliver such Unrestricted Definitive Notes to the
Persons in whose names such Notes are so registered. Any Unrestricted Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iii) shall not bear the
Private Placement Legend. 




        (d)   Transfer and Exchange of Definitive Notes for Beneficial Interests.



          (i)  Restricted
Definitive Notes to Beneficial Interests in Restricted Global Notes.    If any holder of a Restricted Definitive Note
proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer
such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following
documentation: 



        (A)  if
the holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such holder in
the form of Exhibit C hereto, including the certifications in item (2)(b) thereof; 


        (B)   if
such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (1) thereof; or 




27







 





        (C)   if
such Restricted Definitive Note is being transferred to a "non-U.S. Person" (as defined in Rule 902(k) of Regulation S) in an
offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in
item (2) thereof, 




the
Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of, in the
case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, a 144A Global Note, and in the case of clause (C) above, a Regulation S
Global Note. 


         (ii)  Restricted
Definitive Notes to Beneficial Interests in Unrestricted Global Notes.    A holder of a Restricted Definitive Note may
exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in
an Unrestricted Global Note only if: 



        (A)  such
exchange or transfer is effected pursuant to a Exchange Offer in accordance with a Registration Rights Agreement and the holder of such beneficial interest, in the
case of an exchange, or the transferee, in the case of a transfer, makes such certifications in the applicable Letter of Transmittal (or is deemed to have made such certifications if delivery
is made through the Applicable Procedures) as may be required by such Registration Rights Agreement; 


        (B)   such
transfer is effected pursuant to a Shelf Registration Statement in accordance with a Registration Rights Agreement; 



        (C)   such
transfer is effected by a broker-dealer pursuant to an Exchange Offer Registration Statement in accordance with a Registration Rights Agreement; or 


        (D)  the
Registrar receives the following: 



        (1)   if
the holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in an Unrestricted Global Note, a certificate from such holder
in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or 



        (2)   if
the holder of such Restricted Definitive Note proposes to transfer such Note to a Person who shall take delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 




and,
in each such case set forth in this clause (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the
Registrar to the effect that such exchange or transfer shall be effected in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement
Legend shall no longer be required in order to maintain compliance with the Securities Act. 




        Upon
satisfaction of the conditions of any of the clauses in this Section 2.06(d)(ii), the Trustee shall cancel such Restricted Definitive Note and increase or cause to be
increased in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of the Unrestricted Global Note. 


        (iii)  Unrestricted
Definitive Notes to Beneficial Interests in Unrestricted Global Notes.    A holder of an Unrestricted Definitive
Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Unrestricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial
interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or
cause to be increased in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of one of the Unrestricted Global Notes. 


        (iv)  Transfer
or Exchange of Unrestricted Definitive Notes to Beneficial Interests in Restricted Global Notes Prohibited.    An
Unrestricted Definitive Note may not be exchanged for, or transferred to Persons who take delivery thereof in the form of, beneficial interests in a Restricted Global Note. 



28







 




         (v)  Issuance
of Unrestricted Global Notes.    If any such exchange or transfer of a Definitive Note for a beneficial interest in an
Unrestricted Global Note is effected pursuant to clause (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to
the principal amount of Definitive Notes so transferred. 




        (e)    Transfer and Exchange of Definitive Notes for Definitive Notes.    Upon request by a holder of Definitive Notes
and such holder's compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or
exchange, the requesting holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar
duly executed by such holder. In addition, the requesting holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of
this Section 2.06(e). 



          (i)  Restricted
Definitive Notes to Restricted Definitive Notes.    Any Restricted Definitive Note may be transferred to and
registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following: 



        (A)  if
the transfer will be made pursuant to Rule 144A, a certificate in the form of Exhibit B hereto, including the certifications in
item (1) thereof; 


        (B)   if
the transfer will be made pursuant to Rule 903 or Rule 904, a certificate in the form of Exhibit B hereto, including the certifications in
item (2) thereof; and 


        (C)   if
the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, a certificate in the form of Exhibit B
hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable. 




         (ii)  Restricted
Definitive Notes to Unrestricted Definitive Notes.    Any Restricted Definitive Note may be exchanged by the holder
thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note only if: 



        (A)  such
exchange or transfer is effected pursuant to an Exchange Offer in accordance with a Registration Rights Agreement and the holder of such beneficial interest, in the
case of an exchange, or the transferee, in the case of a transfer, makes such certifications in the applicable Letter of Transmittal (or is deemed to have made such certifications if delivery
is made through the Applicable Procedures) as may be required by such Registration Rights Agreement; 


        (B)   any
such transfer is effected pursuant to a Shelf Registration Statement in accordance with a Registration Rights Agreement; 



        (C)   any
such transfer is effected by a broker-dealer pursuant to an Exchange Offer Registration Statement in accordance with a Registration Rights Agreement; or 


        (D)  the
Registrar receives the following: 



        (1)   if
the holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such holder in the form of
Exhibit C hereto, including the certifications in item (1)(d) thereof; or 



        (2)   if
the holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive
Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 




and,
in each such case set forth in this clause (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or
transfer shall be effected in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall no longer be required in order to
maintain compliance with the Securities Act. 




29







 


Upon
satisfaction of the conditions of any of the clauses of Section 2.06(e)(ii) the Trustee shall cancel the prior Restricted Definitive Note and the Company shall execute, and, upon receipt
of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver an Unrestricted Definitive Note in the appropriate principal amount to the Person
designated by the holder of such prior Restricted Definitive Note in instructions delivered to the Registrar by such holder. 




        (iii)  Unrestricted
Definitive Notes to Unrestricted Definitive Notes.    A holder of Unrestricted Definitive Notes may transfer such
Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted
Definitive Notes pursuant to the instructions from the Holders thereof. 




        (f)    Exchange Offer.    Upon the occurrence of an Exchange Offer in accordance with a Registration Rights Agreement,
the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate (i) one or more Unrestricted Global Notes in
an aggregate principal amount equal to the principal amount of the beneficial interests in the applicable Restricted Global Notes (A) tendered for acceptance by Persons that make any and all
certifications in the applicable Letters of Transmittal (or are deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by such
Registration Rights Agreement, and (B) accepted for exchange in the Exchange Offer and (ii) Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount
of the Restricted Definitive Notes tendered for acceptance by Persons who made the foregoing certification and accepted for exchange in the Exchange Offer, in each case evidencing the same continuing
Indebtedness as the Notes exchanged therefor. Concurrently with the issuance of such Notes, the Trustee shall reduce or cause to be reduced in a corresponding amount the aggregate principal amount of
the applicable Restricted Global Notes, and the Company shall execute and the Trustee shall authenticate and deliver to the Persons designated by the holders of Restricted Definitive Notes so accepted
Unrestricted Definitive Notes in the appropriate principal amount. 


        (g)   Legends.    The following legends shall appear on the face of all Global Notes and Definitive Notes issued
under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture. 



          (i)  Private
Placement Legend. 



        (A)  Except
as permitted by clause (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof)
shall bear the legend in substantially the following form: 



"THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. 


THE
HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND
THE LAST DATE ON WHICH QUEBECOR MEDIA INC. (THE "COMPANY") OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) (THE "RESALE
RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS
THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A)
THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS
AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE 





30







 






THE
UNITED STATES IN OFFSHORE TRANSACTIONS MEETING THE REQUIREMENTS OF RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE, OR TRANSFER (i) PURSUANT TO CLAUSE (D) OR
(E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (ii) TO
REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER
THE RESALE RESTRICTION TERMINATION DATE." 




        (B)   Notwithstanding
the foregoing, any Global Note or Definitive Note issued pursuant to clauses (b)(iv), (c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii)
or (f) to this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend. 




         (ii)  Global
Note Legend.    Each Global Note shall bear a legend in substantially the following form: 




"THIS
GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE
TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL
NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO
SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. 


UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE
OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY UNLESS THIS NOTE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN." 





        (iii)  Original
Issue Discount Legend.    Each Global Note and each Definitive Note issued with "original issue discount" within the
meaning of Section 1273 of the Code (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form 




THE
FOLLOWING INFORMATION IS SUPPLIED SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES. THIS NOTE WAS ISSUED WITH "ORIGINAL ISSUE DISCOUNT" ("OID") WITHIN THE MEANING OF SECTION 1273 OF THE
INTERNAL REVENUE CODE OF 1986, 





31







 



AS
AMENDED (THE "CODE"), AND THIS LEGEND IS REQUIRED BY SECTION 1275(c) OF THE CODE: 


HOLDERS
MAY OBTAIN INFORMATION REGARDING THE AMOUNT OF OID, THE ISSUE PRICE, THE ISSUE DATE, AND THE YIELD TO MATURITY RELATING TO THE NOTES BY CONTACTING QUEBECOR MEDIA,
612 ST-JACQUES STREET MONTRÉAL, QUÉBEC, CANADA H3C 4M8, ATTENTION: VICE PRESIDENT, LEGAL AFFAIRS
(TELEPHONE: (514) 954-0101)." 






        (h)   Cancellation and/or Adjustment of Global Notes.    At such time as all beneficial interests in a particular
Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or cancelled in whole and not in part, each such Global Note shall be returned to or
retained and cancelled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest
is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and
an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase. 


        (i)    General Provisions Relating to Transfers and Exchanges.



          (i)  No
service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar
governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 4.12, 4.18 and 9.05 hereof). 


         (ii)  All
Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the
Company, evidencing the same Indebtedness, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange and shall be entitled to all of the benefits of this
Indenture equally and proportionately with all other Notes duly issued hereunder. 



        (iii)  Neither
the Registrar nor the Company shall be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the
opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the date of selection, (B) to
register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer
of or to exchange a Note between a record date (including a Regular Record Date) and the next succeeding Interest Payment Date. 



        (iv)  Prior
to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is
registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes, in each case regardless of any notice to
the contrary. 


         (v)  All
certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration
of transfer or exchange may be submitted by facsimile. 


        (vi)  The
Trustee is hereby authorized and directed to enter into a letter of representation with the Depositary in the form provided by the Company and to act in accordance
with such letter. 




Section 2.07.    Replacement Notes. 


        If
any mutilated Note is surrendered to the Trustee or the Company and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Company shall
issue and the Trustee, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, shall authenticate a replacement Note. If required 


32







 



by
the Trustee or the Company, the Holder of such Note shall provide indemnity sufficient, in the judgment of the Trustee or the Company, as applicable, to protect the Company, the Trustee, any Agent
and any authenticating agent from any loss that any of them may suffer in connection with such replacement. If required by the Company, such Holder shall reimburse the Company for its reasonable
expenses in connection with such replacement. 


        Every
replacement Note issued in accordance with this Section 2.07 shall be the valid obligation of the Company evidencing the same Indebtedness as the destroyed, lost or stolen
Note and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. 


Section 2.08.    Outstanding Notes. 


        (a)    The
Notes outstanding at any time shall be the entire principal amount of Notes represented by all the Global Notes and Definitive Notes authenticated by the Trustee
except for those cancelled by it, those delivered to it for cancellation, those subject to reductions in beneficial interests effected by the Trustee in accordance with Section 2.06 hereof,
and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note shall not cease to be outstanding because the Company or an
Affiliate of the Company holds the Note; provided, however, that Notes held by the Company or a Subsidiary of the Company shall be deemed not to be
outstanding for purposes of Section 3.07(c) hereof. 


        (b)   If
a Note is replaced pursuant to Section 2.07 hereof, it shall cease to be outstanding unless the Trustee receives proof satisfactory to it that the replaced
Note is held by a bona fide purchaser. 


        (c)    If
the principal amount of any Note is considered paid under Section 4.01 hereof, it shall cease to be outstanding and interest on it shall cease
to accrue. 


        (d)   If
the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date, a Purchase Date or maturity date, funds sufficient
to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest. 


Section 2.09.    Treasury Notes. 



        In
determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company, or by any Affiliate of the
Company, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only
Notes as to which a Responsible Officer of the Trustee has received an Officer's Certificate stating that such Notes are so owned shall be so disregarded. 


Section 2.10.    Temporary Notes. 



        Until
certificates representing Notes are ready for delivery, the Company may prepare and the Trustee, upon receipt of an Authentication Order in accordance with Section 2.02
hereof, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of Definitive Notes but may have variations that the Company considers appropriate for temporary Notes
and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate Global Notes or Definitive Notes in exchange for
temporary Notes, as applicable. 


        Holders
of temporary Notes shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. 


Section 2.11.    Cancellation. 


        The
Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of
transfer, exchange or payment. Upon sole direction of the Company, the Trustee shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall
destroy cancelled Notes (subject to the record retention requirements of the Exchange Act or other applicable laws). Certification of the destruction of all cancelled Notes shall be delivered to the
Company from time to time upon request. The Company may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation. 


33









  




Section 2.12.    Defaulted Interest. 


        If
the Company defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted
interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Company shall notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Company shall fix or cause to be fixed each such special record date and payment
date, provided that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest. At
least 15 days before the special record date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) shall mail or cause to be
mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid. 


Section 2.13.    CUSIP or ISIN Numbers. 


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


Section 2.14.    Special Interest


        If
Special Interest is payable by the Company pursuant to a Registration Rights Agreement and paragraph 1 of the Notes, the Company shall deliver to the Trustee a certificate to
that effect stating (i) the amount of such Special Interest that is payable and (ii) the date on which such interest is payable pursuant to Section 4.01 hereof. Unless and until a
Responsible Officer of the Trustee receives such a certificate or instruction or direction from the Holders in accordance with the terms of this Indenture, the Trustee may assume without inquiry that
no Special Interest is payable. The foregoing shall not prejudice the rights of the Holders with respect to their entitlement to Special Interest as otherwise set forth in this Indenture or the Notes
and pursuing any action against the Company directly or otherwise directing the Trustee to take any such action in accordance with the terms of this Indenture and the
Notes. If the Company has paid Special Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers' Certificate setting forth the details of
such payment. 


Section 2.15.    Issuance of Additional Notes



        The
Company shall be entitled, subject to its compliance with Section 4.09 hereof, to issue Additional Notes under this Indenture which shall have identical terms as the
Initial Notes issued on the date hereof, other than with respect to the date of issuance, issue price and rights under a related Registration Rights Agreement, if any. The Initial Notes issued on the
date hereof, any Additional Notes and all Exchange Notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture, including without limitation, directions,
waivers, consents, redemptions and Offers to Purchase. 



        With
respect to any Additional Notes, the Company shall set forth in a Board Resolution and an Officers' Certificate, a copy of each of which shall be delivered to the Trustee, the
following information: 


        (a)    the
aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; 


        (b)   the
issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes; provided, however, that no
Additional Notes may be issued if such issuance of Additional Notes would not constitute a "qualified reopening" within the meaning of Treasury Regulation Section 1.1275-2(k) under
the Code; and 


        (c)    whether
such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted
Definitive Notes. 


34







 


 
 

ARTICLE 3.    
    
    REDEMPTION AND PREPAYMENT    
    


Section 3.01.    Notices to Trustee. 


        If
the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee, at least 45 days but not more
than 60 days before a redemption date (or such shorter period as allowed by the Trustee), an Officers' Certificate setting forth (i) the applicable section of this Indenture
pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be redeemed and (iv) the redemption price. 


Section 3.02.    Selection of Notes to Be Redeemed. 


        If
less than all of the Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed among the Holders of the Notes in compliance with the requirements of the
principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or
in accordance with any other method the Trustee considers fair and appropriate. In the event of partial redemption by lot, the particular Notes to be redeemed shall be selected, unless otherwise
provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption. 


        The
Trustee shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof
to be redeemed. Notes and portions of Notes selected shall be in amounts of US$1,000 or integral multiples of US$1,000, except that if all of the Notes of a Holder are to be redeemed, the entire
outstanding amount of Notes held by such Holder, even if not an integral multiple of US$1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply
to Notes called for redemption also apply to portions of Notes called for redemption. 


Section 3.03.    Notice of Redemption. 


        At
least 30 days but not more than 60 days prior to a redemption date, the Company shall mail or cause to be mailed, by first class mail, a notice of redemption to each
Holder whose Notes are to be redeemed at such Holder's address appearing in the securities register maintained in respect of the Notes by the Registrar (the "Security
Register"). 


        The
notice shall identify the Notes to be redeemed and shall state: 


        (a)    the
redemption date; 


        (b)   the
redemption price or if the redemption is made pursuant to Section 3.07(b) hereof a calculation of the redemption price; 


        (c)    if
any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, a
new Note or Notes in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Note; 


        (d)   the
name and address of the Paying Agent; 


        (e)    that
Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price; 


        (f)    that,
unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date; 



        (g)   the
applicable section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and 


        (h)   that
no representation is made as to the correctness of the CUSIP or ISIN numbers, if any, listed in such notice or printed on the Notes. 


        At
the Company's request, the Trustee shall give the notice of redemption in the Company's name and at its expense; provided, however,
that the Company shall have delivered to the Trustee, at least 45 days (or such shorter 


35







 



period
allowed by the Trustee) prior to the redemption date, an Officers' Certificate requesting that the Trustee give such notice (in the name and at the expense of the Company) and setting
forth the information to be stated in such notice as provided in this Section 3.03. 


Section 3.04.    Effect of Notice of Redemption. 



        Once
notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption shall become irrevocably due and payable on the redemption date at the
redemption price. A notice of redemption may not be conditional. 


Section 3.05.    Deposit of Redemption Price. 


        On
or prior to 11:00 a.m. Eastern time on the Business Day prior to any redemption date, the Company shall deposit with the Trustee or with the Paying Agent money sufficient to
pay the redemption price of and accrued and unpaid interest on all Notes to be redeemed on that date. The Trustee or the Paying Agent shall promptly return to the Company any money deposited with the
Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest on, all Notes to be redeemed. 


        If
the Company complies with the provisions of the preceding paragraph, on and after the redemption date, interest shall cease to accrue on the Notes or the portions of Notes called for
redemption in accordance with Section 2.08(d) hereof. If a Note is redeemed on or after a Regular Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid
interest shall be paid to the Person in whose name such Note was registered at the close of business on such Regular Record Date. If any Note called for redemption shall not be so paid upon surrender
for redemption because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal from the redemption date until such principal is paid, and
to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof. 


Section 3.06.    Notes Redeemed in Part. 


        Upon
surrender of a Note that is redeemed in part, the Company shall issue and, upon the Company's written request, the Trustee shall authenticate for the Holder at the expense of the
Company a new Note equal in principal amount to the unredeemed portion of the Note surrendered. 


Section 3.07.    Optional Redemption


        (a)    Except
as set forth in clauses (b), (c) and (d) of this Section 3.07, the Notes shall not be redeemable at the option of the Company prior to
March 15, 2011. Beginning on March 15, 2011, the Company may redeem all or a part of the Notes, at once or over time, in accordance with Section 3.03 hereof, at the redemption
prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon on the Notes redeemed, to the applicable redemption date (subject to the right of
Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing on March 15 of the
years indicated below: 



	Redemption Year
	 	Percentage

	2011	 	103.875%
	2012	 	102.583%
	2013	 	101.292%
	2014 and thereafter	 	100.000%






        (b)   At
any time and from time to time prior to March 15, 2009, the Company may on one or more occasions redeem up to 35% of the aggregate principal amount of the
Notes issued under this Indenture at a redemption price (expressed as a percentage of principal amount) equal to 107.75% of the principal amount thereof, plus accrued and unpaid interest thereon to
the redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of one or
more Equity Offerings; provided, however, that (i) at least 65% of the aggregate principal amount of the Notes 


36







 



issued
under this Indenture (excluding Notes held by the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such redemption shall be made within
90 days of the date of closing of any such Equity Offering. 


        (c)    At
any time and from time to time prior to March 15, 2011, the Company may, at its option, redeem all or part of the Notes upon not less than 30 nor more
than 60 days' prior notice at a redemption price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) the
Applicable Premium as of the date of redemption, plus (iii) accrued and unpaid interest and Special Interest, if any, to the date
of redemption. 


        (d)   If
the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in
any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time,
redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the redemption date,  provided that at any time that the aggregate
principal amount of the Notes outstanding is greater than US$20.0 million, any Holder of the Notes
may, to the extent that it does not adversely affect the Company's after-tax position, at its option, waive the Company's compliance with the provisions of Section 4.20 hereof with
respect to such Holder's Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that Holder's Notes pursuant to
this Section 3.07(c). 


        (e)    Any
prepayment pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. 


Section 3.08.    Mandatory Redemption. 



        Except
as set forth in Sections 4.12 and 4.18 hereof, the Company shall not be required to make mandatory redemption or sinking fund payments with respect to, or offers to
purchase, the Notes. 


Section 3.09.    Offers To Purchase. 


        (a)    In
the event that, pursuant to Section 4.12 or 4.18 hereof, the Company shall be required to commence an Asset Sale Offer or Change of Control Offer (each,
an "Offer to Purchase"), it shall follow the procedures specified below. 



        (b)   The
Company shall commence the Offer to Purchase by sending, by first-class mail, with a copy to the Trustee, to each Holder, at such Holder's address appearing in the
Security Register a notice, the terms of which shall govern the Offer to Purchase, stating: 



          (i)  that
the Offer to Purchase is being made pursuant to this Section 3.09 and Section 4.12 or 4.18, as the case may be, and, in the case of a Change
of Control Offer, that a Change of Control has occurred, the transaction or transactions that constitute the Change of Control, and that a Change of Control Offer is being made pursuant to
Section 4.18 hereof; 


         (ii)  the
principal amount of Notes required to be purchased pursuant to Section 4.12 or 4.18 hereof (the "Offer
Amount"), the purchase price, the Offer Period and the Purchase Date (each as defined below); 


        (iii)  except
as provided in clause (ix), that all Notes timely tendered and not withdrawn shall be accepted for payment; 


        (iv)  that
any Note not tendered or accepted for payment shall continue to accrue interest; 



         (v)  that,
unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest after the
Purchase Date; 


        (vi)  that
Holders electing to have a Note purchased pursuant to the Offer to Purchase may elect to have Notes purchased in integral multiples of US$1,000 only; 


       (vii)  that
Holders electing to have a Note purchased pursuant to the Offer to Purchase shall be required to surrender the Note, with the form entitled "Option of Holder to
Elect Purchase" on the reverse of the Note 



37







 




completed,
or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days
before the Purchase Date; 


      (viii)  that
Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the
expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note (or portions thereof) the Holder delivered
for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; 


        (ix)  that,
in the case of an Asset Sale Offer, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Company shall select the Notes
to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of
US$1,000 or integral multiples thereof shall be purchased); 


         (x)  that
Holders whose Notes were purchased in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered
(or transferred by book-entry transfer) 


        (xi)  any
other procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment. 




        (c)    The
Offer to Purchase shall remain open for a period of at least 30 days but no more than 60 days following its commencement, except to the extent that a
longer period is required by applicable law (the "Offer Period"). No later than five Business Days after the termination of the Offer Period
(the "Purchase Date"), the Company shall purchase the Offer Amount or, if less than the Offer Amount has been tendered, all Notes tendered in
response to the Offer to Purchase. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. 


        (d)   On
or prior to the Purchase Date, the Company shall, to the extent lawful: 



          (i)  accept
for payment (on a pro rata basis to the extent necessary in connection with an Asset Sale Offer)
the Offer Amount of Notes or portions of Notes properly tendered pursuant to the Offer to Purchase, or if less than the Offer Amount has been tendered, all Notes tendered; 


         (ii)  deposit
with the Paying Agent an amount equal to the Offer Amount in respect of all Notes or portions of Notes properly tendered; and 


        (iii)  deliver
or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or
portions of Notes being purchased by the Company and that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. 




        (e)    The
Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any event not later than five Business Days after the Purchase Date)
deliver to each tendering Holder of Notes properly tendered and accepted by the Company for purchase the Purchase Amount for such Notes, and the Company shall promptly execute and issue a new Note,
and the Trustee, upon receipt of an Authentication Order shall authenticate and deliver (or cause to be transferred by book-entry) such new Note to such Holder, in a principal
amount equal to any unpurchased portion of the Note surrendered provided, however, that each such new Note shall be in a principal amount of US$1,000 or
an integral multiple of US$1,000. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Offer to
Purchase on or as soon as practicable after the Purchase Date. 


        (f)    If
the Purchase Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person
in whose name a Note is registered at the close of business on such Regular Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Offer
to Purchase. 


        (g)   The
Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to
the extent those laws and regulations are applicable in connection with the Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with Section 4.12
or 4.18, as applicable, this Section 3.09 or other provisions of this Indenture, the Company shall 


38







 



comply
with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 4.12 or 4.18, as applicable, this Section 3.09
or such other provision by virtue of such conflict. 


        (h)   Other
than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made in accordance with the provisions of
Section 3.01 through 3.06 hereof. 


 
 

ARTICLE 4.    
    
    COVENANTS    
    


Section 4.01.    Payment of Notes. 


        The
Company shall pay or cause to be paid the principal of, premium, if any, and interest on, the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any,
and interest shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time on the due date money deposited
by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. The Company shall pay Special Interest, if any, in the
same manner, on the dates and in the amounts set forth in a Registration Rights Agreement, the Notes and this Indenture. If a payment date is a Legal Holiday at a place of payment, payment may be made
at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period. 


        The
Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at a rate that is 1% per annum in excess of the rate then in effect; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest (without regard to any applicable grace periods), from time to time on demand at the same rate to the extent lawful. 



        Interest
shall be computed on the basis of a 360-day year of twelve 30-day months. For the purposes of the Interest
Act (Canada), the yearly rate of interest which is equivalent to the rate payable hereunder is the rate payable multiplied by the actual number of days in the year and divided
by 360. 


Section 4.02.    Maintenance of Office or Agency. 


        (a)    The
Company shall maintain an office or agency (which may be an office or drop facility of the Trustee or an affiliate of the Trustee, Registrar or
co-registrar) where Notes may be presented or surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this
Indenture may be served. The Company hereby initially designates the office of the Trustee at 100 Wall Street, Suite 1600, New York, NY, 10005, Mail Stop:
EX-NY-WALL as such an office or agency. The Company shall give prompt written notice to the Trustee of any change in the location of such office or agency. If at any time the
Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. 



        (b)   The
Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and
may from time to time rescind such designations. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other
office or agency. 


        (c)    The
Company hereby designates the Corporate Trust Office of the Trustee, as one such office, drop facility or agency of the Company in accordance with
Section 2.03 hereof. 


39







 



Section 4.03.    Reports. 


        (a)    Notwithstanding
that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are
outstanding the Company shall file with the Commission, and shall furnish to the Holders and the Trustee: 



        (1)   within
120 days after the end of each fiscal year of the Company, annual reports on Form 20-F or 40-F, as applicable, or any
successor form; and 


        (2)   (a)
within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, reports on Form 10-Q
or any successor form, or (b) within 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, reports on Form 6-K,
or any successor form, which in each case, regardless of applicable requirements, shall, at a minimum, contain a "Management's Discussion and Analysis of Financial Condition and Results of
Operations," and, with respect to any such reports, a reconciliation to U.S. GAAP as permitted by the Commission for foreign private issuers. 




        (b)   For
so long as any Notes remain outstanding, the Company shall furnish to the Holders, upon their request, the information required to be delivered pursuant to
Rule 144A(d)(4) under the Securities Act. 


Section 4.04.    Compliance Certificate. 


        (a)    The
Company shall deliver to the Trustee, within 120 days after the end of each fiscal year, an Officers' Certificate stating that a review of the activities of
the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company and its Subsidiaries have
kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the
Company and its Subsidiaries have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the
terms, provisions and conditions of this Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge
and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments
on account of the principal of, premium, if any, or interest on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to
take with respect thereto. 


        (b)   The
Company shall otherwise comply with TIA §314(a)(2). 


        (c)    The
Company shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice in the form of an Officers' Certificate of any Default or
Event of Default, its status and what action the Company is taking or proposes to take with respect thereto. 


Section 4.05.    Taxes. 



        The
Company shall pay, and shall cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies, except such as are being contested
in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders. 


Section 4.06. [Reserved.] 


Section 4.07.    Corporate Existence. 



        Subject
to Article 5 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its corporate existence, in
accordance with the organizational documents (as the same may be amended from time to time) of the Company and (ii) the rights (charter and statutory), licenses and franchises of
the Company. 


40







 



Section 4.08.    Payments for Consent. 



        The
Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, pay or cause to be paid any consideration, to or for the benefit of any Holder for or as
an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders that
consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. 


Section 4.09.    Incurrence of Indebtedness and Issuance of Preferred Shares.



        (a)    The
Company shall not, and shall not permit any of its Restricted Subsidiaries to, Incur, directly or indirectly, any Indebtedness, including Acquired Debt, and the
Company shall not issue any Disqualified Stock and shall not permit any of its Restricted Subsidiaries to issue any Preferred Shares; provided, however,
that the Company may Incur Indebtedness, including Acquired Debt, or issue Disqualified Stock, and its Restricted Subsidiaries may Incur Indebtedness, including Acquired Debt, or issue Preferred
Shares if the Company's Debt to Cash Flow Ratio at the time of incurrence of such Indebtedness or the issuance of such Disqualified Stock or Preferred Shares, after giving  pro forma effect to such
incurrence or issuance as of such date and to the use of proceeds therefrom, taking into account any substantially
concurrent transactions related to such incurrence, as if the same had occurred at the beginning of the applicable Measurement Period, would have been no greater than 6.0 to 1.0. 


        (b)   Paragraph (a)
of this Section 4.09 shall not prohibit the incurrence of any of the following items of Indebtedness or issuances of Preferred Shares (each
such item being referred to herein as "Permitted Debt"): 



        (1)   the
Incurrence by the Company of Indebtedness and letters of credit under one or more Credit Facilities in an aggregate principal amount at any one time outstanding
under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company thereunder) not to exceed an aggregate of
Cdn$1.25 billion, less the aggregate amount of all Net Proceeds of Asset Sales applied by the Company since January 17, 2006 to
permanently repay Indebtedness under a Credit Facility (and, in the case of any revolving credit Indebtedness, to effect a corresponding commitment reduction thereunder) pursuant to the provisions of
Section 4.12 hereof; 


        (2)   the
Incurrence by the Company and the Restricted Subsidiaries of Existing Indebtedness; 



        (3)   the
Incurrence by the Company of Indebtedness represented by the Initial Notes and the Exchange Notes to be issued in exchange for such Initial Notes and in exchange for
any Additional Notes; 


        (4)   the
Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money
obligations, in each case, Incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of
the Company or such Restricted Subsidiaries, in an aggregate principal amount,
including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (4), not to exceed US$100.0 million at
any time outstanding; 


        (5)   the
Incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to
refund, refinance or replace Indebtedness, other than intercompany Indebtedness, that was permitted by this Indenture to be incurred under paragraph (a) or clauses (b)(2), (b)(3)
and (b)(4) of this Section 4.09; 


        (6)   the
Incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any Restricted Subsidiary;  provided, however, that: 



          (i)  if
the Company is the obligor on such Indebtedness, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all
Obligations with respect to the Notes, and 


         (ii)  (a)
any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted
Subsidiary and (b) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary 




41







 





shall
be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6); 




        (7)   the
issuance by the Company of Disqualified Stock or the issuance by any Restricted Subsidiary of Preferred Shares solely to or among the Company and any Restricted
Subsidiaries; provided, however, that (a) any subsequent issuance or transfer of Equity Interests that results in any such Disqualified Stock or
Preferred Shares being held by a Person other than the Company or a Restricted Subsidiary and (b) any sale or other transfer of any such Disqualified Stock or Preferred Shares to a Person that
is not either the Company or a Restricted Subsidiary shall be deemed, in each case, to constitute an issuance of such Disqualified Stock by the Company or Preferred Shares by a Restricted Subsidiary,
as the case may be, that was not permitted by this clause (7); 



        (8)   the
Incurrence by the Company or any Restricted Subsidiary of Hedging Obligations that are Incurred in the ordinary course of business of the Company or such Restricted
Subsidiary and not for speculative purposes; provided, however, that, in the case of: 



          (i)  any
Interest Rate Agreement, the notional principal amount of such Hedging Obligation does not exceed the principal amount of the Indebtedness to which such Hedging
Obligation relates; and 


         (ii)  any
Currency Exchange Protection Agreement, such Hedging Obligation does not increase the principal amount of Indebtedness of the Company or such Restricted Subsidiary
outstanding other than as a result of fluctuations in foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder; 




        (9)   the
guarantee by the Company or any of its Restricted Subsidiaries of Indebtedness of the Company or a Restricted Subsidiary that was permitted to be Incurred by another
provision of this Section 4.09; 


       (10)  the
Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness in relation with the performance of statutory obligations, surety or appeal bonds,
performance bonds or other obligations of a like nature incurred in the ordinary course of business; 


       (11)  the
Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness owed to any Person under or in connection with any worker's compensation, health,
disability, employee benefits or equity compensation plan or property, casualty or liability insurance provided by such Person to the Company or its Restricted Subsidiaries pursuant to reimbursement
or indemnification obligations to such Person, in each case incurred in the ordinary course of business; 



       (12)  the
Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from agreements of the Company or any of its Restricted Subsidiaries
providing for indemnification, adjustment of purchase price, earn out obligations or other similar obligations, in each case incurred or assumed in connection with a transaction permitted by
this Indenture; 


       (13)  Non-Recourse
Accounts Receivable Entity Indebtedness incurred by any Accounts Receivable Entity in a Qualified Receivables Transaction; 


       (14)  the
Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness, the issuance by the Company of Disqualified Stock or the issuance by any of the
Company's Restricted Subsidiaries of Preferred Shares in an aggregate principal amount at any time outstanding not to exceed US$100.0 million; and 


       (15)  the
issuance of Indebtedness, Preferred Shares or Disqualified Stock in connection with a Tax Benefit Transaction. 




        (c)    The
accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness
with the same terms, and the payment of dividends on Disqualified Stock or Preferred Shares in the form of additional shares of the same class of Disqualified Stock or Preferred Shares (to the
extent provided for when the Indebtedness or Disqualified Stock or Preferred Shares on which such interest or dividend is paid was originally issued) shall not be deemed to be an incurrence of
Indebtedness or an issuance of Disqualified Stock or Preferred Shares for purposes of this Section 4.09; provided


42







 

that
in each case the amount thereof is for all other purposes included in the Consolidated Interest Expense and Indebtedness of the Company or its Restricted Subsidiary as accrued. 


        (d)   The
Company shall not Incur any Indebtedness, including Permitted Debt, that is contractually subordinated in right of payment to any other Indebtedness of the Company,
unless such Indebtedness is also contractually subordinated in right of payment to the Notes, on substantially identical terms; provided, however, that
no Indebtedness of the Company shall be deemed to be contractually subordinated in right of payment to any other Indebtedness of the Company, solely by virtue of collateral or lack thereof. 



        (e)    Notwithstanding
any other provision of this Section 4.09, the maximum amount of Indebtedness that may be Incurred pursuant to this Section 4.09 will not be
deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rate of currencies. 


        (f)    For
purposes of determining compliance with this Section 4.09, in the event that an item of proposed Indebtedness meets the criteria of more than one of the
categories of Permitted Debt described in clauses (b)(1) through (15) above, or is entitled to be Incurred pursuant to paragraph (a) of this Section 4.09, the Company shall
be permitted to classify such item of Indebtedness on the date of its Incurrence or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this Section.
Indebtedness under Credit Facilities outstanding on the date on which Notes are first issued and authenticated under this Indenture shall be deemed to have been Incurred on such date in reliance on
the exception provided by clause (1) of paragraph (b) of this Section 4.09. 


Section 4.10.    Restricted Payments. 



        (a)    The
Company shall not make, and shall not permit any Restricted Subsidiary to make, directly or indirectly, any Restricted Payment, unless, at the time of and after
giving effect to such Restricted Payment, 



        (1)   no
Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment; and 


        (2)   the
Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such
Restricted Payment had been made at the beginning of the applicable fiscal quarter, have been permitted to Incur at
least US$1.00 of additional Indebtedness, other than Permitted Debt, pursuant to the Debt to Cash Flow Ratio test set forth in Section 4.09(a) hereof; and 


        (3)   such
Restricted Payment, together with the aggregate amount of all other Restricted Payments declared or made by the Company and its Restricted Subsidiaries after
January 17, 2006, excluding Restricted Payments made pursuant to clauses (2), (3), (4), (6), (7), (8), (9), (10) and (11) of paragraph (b) below, shall not exceed, at the date of
determination, the sum, without duplication, of: 



        (a)    an
amount equal to the Company's Consolidated Cash Flow from January 1, 2006 to the end of the Company's most recently ended full fiscal quarter for which
internal financial statements are available, taken as a single accounting period, less 1.5 times the Company's Consolidated Interest Expense from January 1, 2006 to the end of the
Company's most recently ended full fiscal quarter for which internal financial statements are available, taken as a single accounting period (or, if such amount for such period is a deficit, minus
100% of such deficit); plus 


        (b)   an
amount equal to 100% of Capital Stock Sale Proceeds, less any such Capital Stock Sale Proceeds used in connection with: 



          (i)  an
Investment made pursuant to clause (6) of the definition of "Permitted Investments;" or 


         (ii)  an
Incurrence of Indebtedness pursuant to Section 4.09(b)(8) hereof; plus 




        (c)    to
the extent that any Restricted Investment that was made after January 17, 2006 is sold for cash or otherwise liquidated or repaid for cash (except to the
extent any such payment or proceeds are included in the calculation of Consolidated Cash Flow), the lesser of (i) the cash return of capital with respect to such Restricted Investment, less the
cost of disposition, if any, and (ii) the initial amount of such Restricted Investment; plus 




43







 


        (d)   to
the extent that the Board of Directors of the Company designates any Unrestricted Subsidiary that was designated as such after January 17, 2006 as a Restricted
Subsidiary, the lesser of (i) the aggregate fair market value of all Investments owned by the Company and the Restricted Subsidiaries in such Subsidiary at the time such Subsidiary was
designated as an Unrestricted Subsidiary and (ii) the then aggregate Fair Market Value of all Investments owned by the Company and the Restricted Subsidiaries in such Unrestricted
Subsidiary; plus 


        (e)    Cdn$215.0 million.






        (b)   The
provisions of paragraph (a) above shall not prohibit: 



        (1)   so
long as no Default has occurred and is continuing or would be caused thereby, the payment of any dividend within 60 days after the date the dividend is
declared, if at that date of declaration such payment would have complied with the provisions of this Indenture; provided, however, that such dividend
shall be included in the calculation of the amount of Restricted Payments; 


        (2)   so
long as no Default has occurred and is continuing or would be caused thereby, the redemption, repurchase, retirement, defeasance or other acquisition of any
Subordinated Indebtedness of the Company or any of its Restricted Subsidiaries or of any Equity Interests of the Company in exchange for, or out of the net cash proceeds of the substantially
concurrent sale, other than to a Subsidiary of the Company or an employee stock ownership plan or to a trust established by the Company or any Subsidiary of the Company for the benefit of its
employees, of, Equity Interests of the Company (other than Disqualified Stock or Back-to-Back Securities); provided that the
amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition shall be excluded from clause (a)(3)(b) above; 



        (3)   so
long as no Default has occurred and is continuing or would be caused thereby, the defeasance, redemption, repurchase or other acquisition of Subordinated Indebtedness
of the Company or any of its Restricted Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; 


        (4)   any
payment by the Company or a Restricted Subsidiary to any one of the other of them; 


        (5)   so
long as no Default has occurred and is continuing or would be caused thereby, the repurchase, redemption or other acquisition or retirement for value by the Company
of any Equity Interests of the Company held by any member of the management of the Company or any of its Subsidiaries pursuant to the Company's stock option plans; provided,
however, that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests shall not exceed the sum of (a) US$5.0 million in
any fiscal year (with unused amounts in any fiscal year being permitted to be carried over to succeeding fiscal years) and (b) the Company's liability under the Company's stock option plans as
of January 17, 2006; 


        (6)   payments
of any kind made in connection with or in respect of Back-to-Back Securities; provided,
however, that to the extent such payments shall be made to Affiliates of the Company (other than its Subsidiaries), all corresponding payments required to be paid by such
Affiliates pursuant to the related Back-to-Back Securities shall be received, immediately prior to or concurrently with any such payments, by all applicable Quebecor
Media Entities; 


        (7)   so
long as no Default has occurred and is continuing or would be caused thereby, any Tax Benefit Transaction; 



        (8)   so
long as no Default has occurred and is continuing or would be caused thereby, management fees or similar expenses payable to shareholders of the Company in an
aggregate amount not to exceed US$2.0 million in any calendar year; 


        (9)   (a)
the payment of any dividend pursuant to the terms of Disqualified Stock of the Company or Preferred Shares of any of its Restricted Subsidiaries, provided, that such
dividend is included in the Company's Consolidated Interest Expense; and (b) the payment of principal at the Stated Maturity of Disqualified Stock of the Company or Preferred Shares of any of
its Restricted Subsidiaries, provided, that such Disqualified Stock or Preferred Shares was incurred or permitted to be incurred pursuant to the
covenant contained in Section 4.09; 



44









  




       (10)  the
repurchase by any of the Company's non-Wholly Owned Restricted Subsidiaries of its previously issued and outstanding Equity Interests for consideration
equal to the Fair Market Value of the repurchased Equity Interests; 


       (11)  so
long as no Default has occurred and is continuing or would be caused thereby, other Restricted Payments in an aggregate amount not to exceed
US$50.0 million; and 


       (12)  so
long as no Default has occurred and is continuing or would be caused thereby and the Debt to Cash Flow Ratio is no greater than 5.5 to 1.0 (calculated on a  pro forma basis as if such payment,
including any related financing transaction, had occurred at the beginning of the applicable Measurement
Period), the purchase, redemption or other acquisition or retirement for value, of Equity Interests of the Company held by Caisse de dépôt et placement du
Québec or any of its Affiliates. 




        (c)    The
amount of any Restricted Payment, other than those effected in cash, shall be the Fair Market Value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued to or by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. 


        (d)   For
purposes of this Section 4.10, if (i) any Affiliate of the Company ceases to be the obligor under or issuer of any Back-to-Back
Securities and a Person other than an Affiliate of the Company becomes the obligor thereunder (or the issuer of any Back-to-Back Preferred Shares) or (ii) any
Restricted Subsidiary that is an obligor under or issuer of any Back-to-Back Securities ceases to be a Restricted Subsidiary other than by consolidation or merger with the
Company or another Restricted Subsidiary, then the Company or such Restricted Subsidiary shall be deemed to have made a Restricted Payment in an amount equal to the accreted value of such
Back-to-Back Debt (or the subscription price of any Back-to-Back Preferred Shares) at the time of the assumption thereof by such other Person or
at the time such Restricted Subsidiary ceases to be a Restricted Subsidiary. 


Section 4.11.    Liens. 


        The
Company shall not, directly or indirectly, create, incur, assume or suffer to exist or become effective any Lien of any kind on any asset owned at the Issue Date or thereafter
acquired, except Permitted Liens, unless the
Company has made or will make effective provision to secure the Notes equally and ratably with the obligations of the Company secured by such Lien for so long as such obligations are secured by
such Lien. 


Section 4.12.    Asset Sales. 



        (a)    The
Company shall not, and shall not permit any Restricted Subsidiary to, consummate an Asset Sale unless: 



        (1)   the
Company, or the Restricted Subsidiary, as the case may be, receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets
or Equity Interests issued or sold or otherwise disposed of; and 


        (2)   at
least 75% of the consideration received in such Asset Sale by the Company or such Restricted Subsidiary is in the form of cash, Cash Equivalents, Replacement Assets
or a combination thereof. For purposes of this clause (3), each of the following shall be deemed to be cash: 



        (a)    any
Indebtedness or other liabilities, as shown on the Company's or such Restricted Subsidiary's most recent balance sheet, of the Company or any Restricted Subsidiary
(other than contingent liabilities and Indebtedness that are by their terms subordinated to the Notes), that are assumed by the transferee of any such assets pursuant to a written agreement that
releases the Company or such Restricted Subsidiary from further liability with respect to such Indebtedness or liabilities; and 



        (b)   any
securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within 90 days of the
applicable Asset Sale by the Company or such Restricted Subsidiary into cash, to the extent of the cash received in such conversion. 




45







 







        (b)   [Reserved]. 


        (c)    Within
360 days after the receipt of any Net Proceeds from an Asset Sale, the Company or any of its Restricted Subsidiaries may apply those Net Proceeds at
its option: 



        (1)   (a)
to permanently repay or reduce Indebtedness, other than Subordinated Indebtedness, of the Company and, if the Indebtedness repaid is revolving credit Indebtedness,
to correspondingly reduce commitments with respect thereto; or (b) to permanently repay or reduce Indebtedness of any of the Company's Restricted Subsidiaries; 



        (2)   to
acquire, or enter into a binding agreement to acquire, all or substantially all of the assets (other than cash, Cash Equivalents and securities) of any Person engaged
in a Permitted Business; provided, however, that any such commitment shall be subject only to customary conditions (other than financing), and such
acquisition shall be consummated no later than 180 days after the end of such 360-day period; 


        (3)   to
acquire, or enter into a binding agreement to acquire, Voting Stock of a Person engaged in a Permitted Business from a Person that is not a Subsidiary of the Company;  provided, however, that such
commitment shall be subject only to customary conditions (other than financing) and such acquisition shall be consummated
no later than 180 days after the end of such 360-day period; and provided, further, however, that (a) if the Net Proceeds are
from the sale of assets of the Company or any of its Restricted Subsidiaries or the Equity Interests of any of its Restricted Subsidiaries, after giving effect thereto, the Person so acquired becomes
a Restricted Subsidiary and (b) such acquisition is otherwise made in accordance with this Indenture, including, without limitation, Section 4.10 hereof; 


        (4)   to
acquire, or enter into a binding agreement to acquire, previously issued and outstanding Voting Stock of a non-Wholly Owned Restricted Subsidiary
of the Company (a) from a Person that is not an Affiliate of the Company or (b) in a brokered transaction through the facilities of a stock exchange; provided,
however, that such commitment shall be subject only to customary conditions (other than financing) and such acquisition shall be consummated no later than 180 days after
the end of such 360-day period; 


        (5)   to
make capital expenditures; or 


        (6)   to
acquire, or enter into a binding agreement to acquire, other long-term assets (other than securities) that are used or useful in a Permitted Business;  provided, however, that such commitment shall be
subject only to customary conditions (other than financing) and such acquisition shall be consummated
no later than 180 days after the end of such 360-day period. 




Pending
the final application of any Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by
this Indenture. 


        (d)   Any
Net Proceeds from Asset Sales that are not applied or invested as provided in paragraph (c) above shall constitute "Excess Proceeds." 


        (e)    When
the aggregate amount of Excess Proceeds exceeds Cnd$100.0 million, the Company shall make an offer (an "Asset Sale
Offer") to all Holders of Notes and all holders of other Indebtedness that is pari passu in right of payment with the
Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets, to purchase the maximum principal amount of
Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds in accordance with the procedures set forth in
Section 3.09 hereof. The offer price in any Asset Sale Offer shall be equal to 100% of principal amount of the Notes and such other  pari passu Indebtedness, plus accrued and unpaid interest to
the date of purchase, and shall be payable in cash. If any Excess Proceeds remain
after consummation of an Asset Sale Offer and all Holders of Notes have been given the opportunity to tender their Notes for purchase in accordance with such Asset Sale Offer and this Indenture, the
Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and such other  pari passu Indebtedness tendered into such
Asset Sale Offer exceeds the amount of Excess Proceeds, the Notes and such other  pari passu Indebtedness shall be purchased on a pro rata basis
based on the principal
amount of Notes and such other pari passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be
reset at zero. 


46







 



        The
Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such
laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with
the Asset Sales provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall be deemed not to have breached its obligations under the Asset Sale
provisions of this Indenture by virtue of such conflict. 


Section 4.13.    Dividend and Other Payment Restrictions Affecting Subsidiaries. 


        (a)    The
Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist or become effective any consensual
encumbrance or restriction on the ability of any Restricted Subsidiary to: 



        (1)   pay
dividends or make any other distributions on its Equity Interests to the Company or any other Restricted Subsidiary, or with respect to any other interest or
participation in, or measured by, its profits, or pay any liabilities owed to the Company or any other Restricted Subsidiary; 


        (2)   make
loans or advances, or guarantee any such loans or advances, to the Company or any other Restricted Subsidiary; or 


        (3)   transfer
any of its properties or assets to the Company or any other Restricted Subsidiary. 




        (b)   The
restrictions set forth in paragraph (a) above shall not apply to encumbrances or restrictions existing under or by reason of: 



        (1)   agreements
governing Existing Indebtedness and Credit Facilities as in effect on January 17, 2006 and any amendments, modifications, restatements, renewals,
increases, supplements, refundings, replacements or refinancings thereof; provided, however, that such amendments, modifications, restatements,
renewals, increases, supplements, refundings, replacement or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those
contained in such Existing Indebtedness and Credit Facilities, as in effect on January 17, 2006; provided, further, however, that if such
Existing Indebtedness or Credit Facility could not be amended, modified, restated, renewed, increased, supplemented, refunded, replaced or refinanced on commercially reasonable terms without the
inclusion of dividend and other payment restrictions that are materially more restrictive than those contained in such Existing Indebtedness or Credit Facility (as determined in good faith by
the Board of Directors of the Company), the Company or its Restricted Subsidiary may amend, modify, restate, renew, increase, supplement, refund, replace or refinance such Existing Indebtedness or
Credit Facility, provided, that the dividend and other payment restrictions contained therein will not materially impair the Company's ability to make payments on the Notes (as determined in
good faith by the Board of Directors of the Company); 


        (2)   this
Indenture and the Notes; 


        (3)   applicable
law or any applicable rule, regulation or order, or under the terms of any permit or license issued under applicable law or any applicable rule, regulation
or order; 


        (4)   any
instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any Restricted Subsidiary as in effect at the time of such acquisition
(except to the extent such Indebtedness or Capital Stock was Incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any
Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, that,
in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred at the time of such acquisition; 


        (5)   customary
non-assignment provisions in leases or other agreements that restrict the assignment of such agreements or rights or non-cash assets
thereunder, including, without limitation, customary restrictions imposed on the transfer of intellectual property, in each case entered into in the ordinary course of business; 



        (6)   purchase
money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in
clause (3) of paragraph (a) above; 



47







 




        (7)   any
agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by such Restricted Subsidiary pending its sale or other
disposition; 


        (8)   Permitted
Refinancing Indebtedness; provided, however, that the dividend and other payment restrictions contained in the
agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;  provided, further,
however, that if such Permitted Refinancing Indebtedness could not be entered into on commercially reasonable terms without the
inclusion of dividend and other payment restrictions that are materially more restrictive than those contained in the existing Indebtedness (as determined in good faith by the Board of
Directors of the Company), the Company or its Restricted Subsidiary may enter into such Permitted Refinancing Indebtedness, provided, that the dividend and other payment restrictions contained therein
will not materially impair the Company's ability to make payments on the Notes (as determined in good faith by the Board of Directors of the Company); 


        (9)   Liens
securing Indebtedness that is permitted to be secured without also securing the Notes pursuant to Section 4.11 hereof that limit the right of the debtor to
dispose of the assets subject to any such Lien; 



       (10)  provisions
with respect to the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements entered
into in the ordinary course of business; 


       (11)  customary
provisions in joint venture agreements, shareholders' agreements and other similar agreements entered into in the ordinary course of business; 


       (12)  customary
restrictions imposed by customers under contracts entered into in the ordinary course of business; 


       (13)  Non-Recourse
Accounts Receivable Entity Indebtedness or other contractual requirements of an Accounts Receivable Entity in connection with a Qualified
Receivables Transaction; provided that such restrictions apply only to such Accounts Receivables Entity or the receivables which are subject to the
Qualified Receivables Transaction; and 


       (14)  any
Indebtedness or any agreement pursuant to which such Indebtedness was issued if (a) the encumbrance or restriction applies only upon a payment or financial
covenant default or event of default contained in such Indebtedness or agreement, (b) such encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in
comparable financings (as determined in good faith by the Board of Directors of the Company) and (c) such encumbrance or restriction will not materially impair the Company's ability to
make payments on the Notes (as determined in good faith by the Board of Directors of the Company). 




Section 4.14.    Transactions with Affiliates. 


        (a)    The
Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, make any payment to, or sell, lease, transfer, exchange or otherwise
dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction or series of transactions, contract, agreement, understanding,
loan, advance or guarantee with, or for the benefit of, any Affiliate, officer or director of the Company (each, an "Affiliate Transaction") unless: 



        (1)   such
Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a
comparable arm's length transaction by the Company or such Restricted Subsidiary with an unrelated Person; and 


        (2)   the
Company delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of
US$40.0 million: 



          (i)  a
Board Resolution of the Company set forth in an Officers' Certificate stating that such Affiliate Transaction or series of related Affiliate Transactions has been
approved by a majority of the disinterested members of the Board of Directors of the Company; or 




48







 


         (ii)  an
opinion as to the fairness to the Company or such Restricted Subsidiary of such Affiliate Transaction or series of related Affiliate Transactions from a financial
point of view issued by an independent accounting, appraisal or investment banking firm of national standing in the United States or Canada. 





        (b)   The
following items shall be deemed not to constitute Affiliate Transactions and, therefore, shall not be subject to the provisions of paragraph (a) above: 



        (1)   payments
pursuant to any employment agreement, collective bargaining agreement, employee benefit plan or other compensation, indemnity, incentive or similar arrangement
entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business, which represent customary and reasonable consideration (as determined in good faith by the
Board of Directors of the Company); 


        (2)   transactions
between or among the Company and/or the Restricted Subsidiaries; 


        (3)   transactions
with a Person that is an Affiliate of the Company solely because the Company owns an Equity Interest in such Person,  provided such transactions are on terms that are no less favorable to the Company or
the relevant Restricted Subsidiary than those that would have been
obtained in a comparable arm's length transaction by the Company or such Restricted Subsidiary with an unrelated Person; 


        (4)   payment
of reasonable directors fees to Persons who are not otherwise Affiliates of the Company; 


        (5)   sales
of Equity Interests of the Company, other than Disqualified Stock or Back-to-Back Securities, to Affiliates of the Company; 


        (6)   any
agreement or arrangement as in effect on January 17, 2006 or any amendment thereto or any transaction contemplated thereby, including pursuant to any
amendment thereto, in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Company or the
Restricted Subsidiaries, as the case may be, in any material respect than the original agreement as in effect on January 17, 2006; 


        (7)   Restricted
Payments that are permitted by the provisions of Section 4.10 hereof; 


        (8)   Permitted
Investments; 


        (9)   Transactions
effected as part of a Qualified Receivables Transaction; and 


       (10)  any
Tax Benefit Transaction. 




Section 4.15.    [Reserved].


Section 4.16.    [Reserved]. 


Section 4.17.    Designation of Restricted and Unrestricted Subsidiaries. 



        (a)    The
Board of Directors of the Company may designate any Subsidiary to be an Unrestricted Subsidiary if such Subsidiary: 



        (1)   has
no Indebtedness other than Non-Recourse Debt; 


        (2)   does
not own any Equity Interest of any Restricted Subsidiary, or hold any Liens on any property of the Company or any of its Restricted Subsidiaries; 


        (3)   is
not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract,
arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; 


        (4)   is
a Person with respect to which neither the Company nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Equity
Interests or (b) to maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results; 



49







 




        (5)   has
not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any Restricted Subsidiary; 


        (6)   has
at least one director on its Board of Directors that is not a director or executive officer of the Company or any Restricted Subsidiary and has at least one
executive officer that is not a director or executive officer of the Company or any Restricted Subsidiary; and 


        (7)   such
designation would not cause a Default or Event of Default. 




        (b)   Any
designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board
Resolution giving effect to such designation and an Officers' Certificate certifying that such designation complied with the provisions of paragraph (a) above and was permitted by the
provisions of Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the provisions of paragraph (a) above, it shall thereafter cease to
be an Unrestricted Subsidiary for purposes of this Indenture and any Preferred Shares of such Subsidiary shall be deemed to be issued and any Indebtedness of such Subsidiary shall be deemed to be
Incurred by a Restricted Subsidiary as of such date and, if such Preferred Shares are not permitted to be issued or such Indebtedness is not permitted to be Incurred as of such date under the
provisions of Section 4.09 hereof, the Company shall be in default of such Section. 


        (c)    If
a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and the
Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall either reduce the amount available for Restricted Payments
under Section 4.10(a) hereof or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine. Such
designation shall be permitted only if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the requirements of the provisions of
paragraph (a) above. 


        (d)   The
Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided,
however, that (i) such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted
Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a  pro forma basis as if such designation
had occurred at the beginning of the applicable Measurement Period; (ii) all outstanding
Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted
under the provisions of Section 4.10 hereof; and (iii) no Default or Event of Default would be in existence following such designation. 


Section 4.18.    Repurchase at the Option of Holders Upon a Change of Control. 


        (a)    Upon
the occurrence of a Change of Control, the Company shall, within 30 days of a Change of Control, make an offer (the "Change of
Control Offer") pursuant to the procedures set forth in Section 3.09 hereof. Each Holder shall have the right to accept such offer and require the Company to repurchase
in whole or in part (equal to US$1,000 or an integral multiple of US$1,000) of such Holder's Notes pursuant to the Change of Control Offer at a purchase price, in cash
(the "Change of Control Amount"), equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest on the
Notes repurchased to the purchase date. 


        (b)   The
Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes a Change of Control Offer in the manner, at the times
and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes or portions of Notes properly tendered
and not withdrawn under the Change of Control Offer. 


Section 4.19.    [Reserved]. 


Section 4.20.    Additional Amounts. 


        (a)    All
payments made by or on behalf of the Company on or with respect to the Notes shall be made without withholding or deduction for any Taxes imposed by any Canadian
Taxing Authority, unless required by law or the interpretation or administration thereof by the relevant Canadian Taxing Authority. If the Company (or any 


50







 



other
payor) is required to withhold or deduct any amount on account of Taxes from any payment made under or with respect to any Notes that are outstanding on the date of the required payment,
it shall: 



        (1)   make
such withholding or deduction; 


        (2)   remit
the full amount deducted or withheld to the relevant government authority in accordance with applicable law; 


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


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


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


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




        For
greater certainty, the obligation to indemnify under clause (5) above shall extend to Taxes (other than Taxes that are excluded under clause (5) above) paid by a Holder
in respect of which the Company is not obliged to withhold as a result of the Holder's status as an authorized foreign bank or a registered non-resident insurer (each as defined in the  Income Tax Act (Canada)) (or other entity exempt from withholding on a basis comparable to authorized foreign banks and registered
non-resident insurers) where such Holder must itself pay Taxes imposed by a Canadian Taxing Authority in lieu of withholding taxes. 



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



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


        (2)   which
is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the mere acquisition, holding or
disposition of Notes or the receipt of payments thereunder or enforcement of rights thereunder; or 


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




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



        The
Company shall pay any present or future stamp, court, documentary or other similar taxes, charges or levies that arise in any jurisdiction from the execution, delivery or
registration of, or enforcement of rights under, this Indenture or any related document. 


        The
obligations described under this Section 4.20 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis
mutandis to any jurisdiction in which any successor Person to the Company, is organized or any political subdivision or taxing authority or agency thereof or therein. 


51







 


 
 

ARTICLE 5.    
    
    SUCCESSORS    
    


Section 5.01.    Merger, Consolidation and Sale of Assets of the Company. 



        (a)    The
Company may not directly or indirectly, (i) consolidate, merge or amalgamate with or into another Person, whether or not the Company is the surviving
corporation, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and the Restricted Subsidiaries, taken as a
whole, in one or more related transactions, to another Person, unless, in either case, 



        (1)   either
(a) the Company is the surviving corporation, or (b) the Person formed by or surviving any such consolidation, merger or amalgamation
(if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made (the "Surviving
Company") is a corporation organized or existing under the laws of the United States, any state of the United States, the District of Columbia, Canada or any
province or territory of Canada; 


        (2)   the
Surviving Company expressly assumes all the obligations of the Company under the Notes, this Indenture and, if applicable, any Registration Rights Agreements,
pursuant to agreements reasonably satisfactory to the Trustee; 


        (3)   immediately
after giving effect to such transaction no Default or Event of Default exists; and 



        (4)   the
Company or the Surviving Company shall, on the date of such transaction after giving pro forma effect thereto
and any related financing transactions as if the same had occurred at the beginning of the applicable fiscal quarter, be permitted to Incur at least US$1.00 of additional Indebtedness pursuant to the
Debt to Cash Flow Ratio test set forth in Section 4.09(a) hereof. 




        (b)   [Reserved]


        (c)    In
addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other
Person. Clause (a)(4) of this Section 5.01 shall not apply to a merger, consolidation or amalgamation, or a sale, assignment, transfer, conveyance or other disposition of assets, between
or among the Company and any Restricted Subsidiary. 


Section 5.02.    Successor Corporation Substituted. 


        Each
Surviving Company shall succeed to, and be substituted for, and may exercise every right and power of the Company under this Indenture; provided,
however, that in the case of: 


        (a)    a
sale, transfer, assignment, conveyance or other disposition (unless such sale, transfer, assignment, conveyance or other disposition is of all or substantially all of
the assets of the Company and the Restricted Subsidiaries, taken as a whole, to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the Company), or 


        (b)   a
lease, 


the
predecessor company shall not be released from any of the obligations or covenants under this Indenture, including with respect to the payment of the Notes. 


 
 

ARTICLE 6.    
    
    DEFAULTS AND REMEDIES    
    


Section 6.01.    Events of Default. 


        Each
of the following is an "Event of Default:" 



          (i)  default
for 30 days in the payment when due of interest on, or with respect to, the Notes; 



         (ii)  default
in payment, when due at Stated Maturity, upon acceleration, redemption, required repurchase or otherwise, of the principal of, or premium, if any, on
the Notes; 



52







 




        (iii)  failure
by the Company or any Restricted Subsidiary to comply with the provisions of Section 4.12, 4.18 or 5.01 hereof; 



        (iv)  failure
by the Company or any Restricted Subsidiary for 45 days after written notice thereof has been given to the Company by the Trustee or to the Company and
the Trustee by the Holders of at least 25% of the aggregate principal amount of the Notes outstanding to comply with any of its other covenants or agreements in this Indenture; 


         (v)  default
under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by
the Company or any Restricted Subsidiary, or the payment of which is guaranteed by the Company or any Restricted Subsidiary, whether such Indebtedness or guarantee now exists, or is created after the
Issue Date, if that default: 



        (a)    is
caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtedness when due at the final maturity of such Indebtedness
(a "Payment Default"); or 


        (b)   results
in the acceleration of such Indebtedness prior to its Stated Maturity, 




and,
in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of
which has been so accelerated, aggregates US$25.0 million or more; 


        (vi)  failure
by the Company or any Restricted Subsidiary to pay final, non-appealable judgments aggregating in excess of US$25.0 million, which judgments
are not paid, discharged or stayed for a period of 60 days; 


       (vii)  [Reserved];



      (viii)  the
Company or any of its Significant Subsidiaries or any group of Subsidiaries that, when taken together, would constitute a Significant Subsidiary, pursuant to or
within the meaning of any Bankruptcy Law: 



        (A)  commences
a voluntary case or gives notice of intention to make a proposal under any Bankruptcy Law; 


        (B)   consents
to the entry of an order for relief against it in an involuntary case or consents to its dissolution or winding up; 


        (C)   consents
to the appointment of a receiver, interim receiver, receiver and manager, liquidator, trustee or custodian of it or for all or substantially all of
its property; 


        (D)  makes
a general assignment for the benefit of its creditors; 


        (E)   admits
in writing its inability to pay its debts as they become due or otherwise admits its insolvency; or 


        (F)   seeks
a stay of proceedings against it or proposes or gives notice or intention to propose a compromise, arrangement or reorganization of any of its debts or obligations
under any Bankruptcy Law; and 




        (ix)  a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 



        (A)  is
for relief against the Company or any of its Significant Subsidiaries or any group of Subsidiaries that, when taken together, would constitute a Significant
Subsidiary, in an involuntary case; or 


        (B)   appoints
a receiver, interim receiver, receiver and manager, liquidator, trustee or custodian of the Company or any of its Significant Subsidiaries or any group of
Subsidiaries that, when taken together, would constitute a Significant Subsidiary, or for all or substantially all of the property of the Company or any of its Significant Subsidiaries or any group of
Subsidiaries that, when taken together, would constitute a Significant Subsidiary; 




53







 





        (C)   orders
the liquidation, dissolution or winding up of the Company or any of its Significant Subsidiaries or any group of Subsidiaries that, when taken together, would
constitute a Significant Subsidiary; or 


        (D)  orders
the presentation of any plan or arrangement, compromise or reorganization of the Company or any of its Significant Subsidiaries or any group of Subsidiaries that,
when taken together, would constitute a Significant Subsidiary; 


and
such order or decree remains unstayed and in effect for 60 consecutive days. 





Section 6.02.    Acceleration. 


        If
any Event of Default (other than those of the type described in Section 6.01(viii) or (ix)) occurs and is continuing, the Trustee may, and the Trustee upon the request
of Holders of 25% in principal amount of the outstanding Notes shall, or the Holders of at least 25% in principal amount of outstanding Notes may, declare the principal of all the Notes, together with
all accrued and unpaid interest, premium, if any, to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that such notice is a notice
of acceleration (the "Acceleration Notice"), and the same shall become immediately due and payable. 


        In
the case of an Event of Default specified in Section 6.01(viii) or (ix) hereof, all outstanding Notes shall become due and payable immediately without further action or
notice by the Trustee or the Holders. Holders may not enforce this Indenture or the Notes except as provided in this Indenture. 



        At
any time after a declaration of acceleration with respect to the Notes, the Holders of a majority in principal amount of the Notes then outstanding (by notice to the Trustee)
may rescind and cancel such declaration and its consequences if: 


        (a)    the
rescission would not conflict with any judgment or decree of a court of competent jurisdiction; 


        (b)   all
existing Defaults and Events of Default have been cured or waived except nonpayment of principal of or interest on the Notes that has become due solely by such
declaration of acceleration; 


        (c)    to
the extent the payment of such interest is lawful, interest (at the same rate specified in the Notes) on overdue installments of interest and overdue payments
of principal which has become due otherwise than by such declaration of acceleration has been paid; 


        (d)   the
Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances; and 


        (e)    in
the event of the cure or waiver of an Event of Default of the type described in Section 6.01(viii) or (ix), the Trustee has received an Officers'
Certificate and Opinion of Counsel that such Event of Default has been cured or waived. 


        In
the case of an Event of Default with respect to the Notes occurring by reason of any willful action or inaction taken or not taken by the Company or on the Company's behalf with the
intention of avoiding payment of the premium that the Company would have been required to pay if the Company had then elected to redeem the Notes pursuant to Section 3.07 hereof, an equivalent
premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. 


Section 6.03.    Other Remedies. 


        If
an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, and interest on the Notes or to enforce
the performance of any provision of the Notes or this Indenture. 


        The
Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in
exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies shall be
cumulative to the extent permitted by law. 


54









  




Section 6.04.    Waiver of Past Defaults. 



        The
Holders of at least a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any
existing Default or Event of Default, and its consequences, except a continuing Default or Event of Default (i) in the payment of the principal of or interest on the Notes and (ii) in
respect of a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment. Upon any waiver
of a Default or Event of Default such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed cured for every purpose of this Indenture, but no such waiver shall
extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. 


Section 6.05.    Control by Majority. 


        Subject
to Section 7.01, Section 7.02(e) (including the Trustee's receipt of the security or indemnification described therein) and Section 7.07 hereof, in case an
Event of Default shall occur and be continuing, the Holders of at least a majority in aggregate principal amount of the Notes then outstanding shall have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Notes; provided,
however, the Trustee may refuse to follow any direction from the Holders of at least a majority in aggregate principal amount of the Notes then outstanding that conflicts with
applicable law or this Indenture, or that the Trustee determines in good faith may be unduly prejudicial to the rights of the Holders not joining in the giving of such direction, and may take any
other action it deems proper that is not inconsistent with such direction. 


Section 6.06.    Limitation on Suits. 


        No
Holder shall have any right to institute any proceeding with respect to this Indenture, or for the appointment of a receiver or trustee, or for any remedy thereunder, unless: 



        (a)    such
Holder has previously given to the Trustee written notice of a continuing Event of Default, 


        (b)   Holders
of at least 25% in aggregate principal amount of the Notes then outstanding have made written request and offered indemnity satisfactory to the Trustee to
institute such proceeding as trustee, and 


        (c)    the
Trustee shall not have received from the Holders of a majority in aggregate principal amount of the Notes then outstanding a direction inconsistent with such request
and shall have failed to institute such proceeding within 60 days. 


        The
preceding limitations shall not apply to a suit instituted by a Holder for enforcement of payment of principal of, and premium, if any, or interest on, a Note on or after the
respective due dates for such payments set forth in such Note. 


        A
Holder may not use this Indenture to affect, disturb or prejudice the rights of another Holder or to obtain a preference or priority over another Holder. 


Section 6.07.    Rights of Holders to Receive Payment. 



        Notwithstanding
any other provision of this Indenture (including, without limitation, Section 6.06 hereof), the right of any Holder to receive payment of principal, premium, if
any, and interest on the Notes held by such Holder, on or after the respective due dates expressed in the Notes (including in connection with an offer to purchase), or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. 


Section 6.08.    Collection Suit by Trustee. 



        If
an Event of Default specified in Section 6.01 (i) or (ii) occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee
of an express trust against the Company for the whole amount of principal of, premium, if any, and interest then due and owing (together with interest on overdue principal and, to the extent lawful,
interest) and such further amount as shall be sufficient to cover the costs and expenses of 


55







 



collection,
including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 


Section 6.09.    Trustee May File Proofs of Claim. 


        The
Trustee shall be authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any
claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on
any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee and its
agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be
secured by a Lien on, and shall be paid out of, any and all distributions, moneys, securities and any other properties that the Holders may be entitled to receive in such proceeding whether in
liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf
of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding. 


Section 6.10.    Priorities. 


        If
the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order: 



        First:    to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all
compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection; 


        Second:    to Holders for amounts due and unpaid on the Notes for principal, premium, if any, and interest ratably, without
preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest, respectively; and 



        Third:    to the Company or to such party as a court of competent jurisdiction shall direct. 


        The
Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10. 


Section 6.11.    Undertaking for Costs. 


        In
any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its
discretion may require the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and the court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit, having due regard to the merits
and good faith of the claims or defenses made by the party litigant. This Section 6.11 shall not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 hereof,
or a suit by Holders of more than 10% in principal amount of the then outstanding Notes. 


 
 

ARTICLE 7.    
    
    TRUSTEE    
    


Section 7.01.    Duties of Trustee. 


        (a)    If
an Event of Default of which the Trustee is deemed to have notice in accordance with Section 7.02(f) has occurred and is continuing, the Trustee shall exercise
such of the rights and powers vested in it by this 


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Indenture,
and use the same degree of care and skill in its exercise, as a prudent Person would exercise or use under the circumstances in the conduct of such Person's own affairs. 


        (b)   Except
during the continuance of an Event of Default: 



        (1)   the
duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set
forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 



        (2)   in
the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not
they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts or the correctness of opinions or
conclusions stated therein). 




        (c)    The
Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: 



        (1)   this
paragraph does not limit the effect of paragraph (b) of this Section; 


        (2)   the
Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining
the pertinent facts; and 


        (3)   the
Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to
Section 6.05 hereof. 




        (d)   Whether
or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a),
(b) and (c) of this Section 7.01. 


        (e)    No
provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any
of its rights and powers under this Indenture at the request of any Holders, unless such Holders shall have offered to the Trustee security and indemnity satisfactory to it in it sole discretion
against any loss, liability or expense. 


        (f)    The
Trustee shall not be liable for interest on any money received or held by it except as the Trustee may agree in writing with the Company. Money held in trust by the
Trustee need not be segregated from other funds except to the extent required by law. 


        (g)   Neither
the Trustee nor the Registrar shall have any duty to monitor, or have any responsibility with respect to, the Company's compliance with any U.S. or Canadian
federal, state or provincial securities laws. 


        (h)   The
Trustee shall have no obligation to ascertain or inquire as to the observance or performance of any covenant, agreement or obligation on the part of the Company
under this Indenture or any other agreement, instrument or document. 


Section 7.02.    Rights of Trustee. 


        (a)    The
Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not
investigate any fact or matter stated in any such document. 



        (b)   Before
the Trustee acts or refrains from acting, it may require an Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action
it takes or omits to take in good faith in reliance on such Officers' Certificate or Opinion of Counsel. The Trustee may consult with counsel selected by it (including in-house counsel)
and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it
hereunder in good faith and in reliance thereon. 



        (c)    The
Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it
by this Indenture. 


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        (d)   Unless
otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of
the Company. 


        (e)    The
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless
such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee in its sole discretion against the costs, expenses and liabilities that might be incurred by it in
compliance with such request or direction. 


        (f)    The
Trustee shall not be deemed to have notice, of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless
written notice of any event which is in fact such a Default or Event of Default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee from the Company or the
Holders of 25% in aggregate principal amount of the outstanding Notes, and such notice references the specific Default or Event of Default, the Notes and this Indenture. 


        (g)   The
Trustee shall not be required to give any bond or surety in respect of the performance of its power and duties hereunder. 


        (h)   [Reserved.]



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


Section 7.03.    Individual Rights of Trustee. 


        The
Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of the Company with the same rights
it would have if it were not Trustee. Unless otherwise provided by law, the foregoing shall not by itself be deemed a conflicting interest. However, in the event that the Trustee acquires any
conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue as Trustee or resign. Any Agent may do the same with like rights and
duties. The Trustee shall also be subject to Sections 7.10 and 7.11 hereof. 


Section 7.04.    Trustee's Disclaimer. 


        The
Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company's use of
the proceeds from the Notes or any money paid to the Company or upon the Company's direction under any provision of this Indenture, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale
of the Notes or pursuant to this Indenture other than its certificate of authentication. 


Section 7.05.    Notice of Defaults. 


        If
a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to Holders a notice of the Default or Event of Default within
90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of, premium, if any, or interest on any Note, the Trustee may withhold the notice if and so
long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders. 


Section 7.06.    Reports by Trustee to Holders. 


        Within
60 days after each May 15 beginning with the May 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee shall mail
to the Holders a brief report dated as of such reporting date that complies with TIA §313(a) (but if no event described in TIA §313(a) has occurred within the twelve
months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with TIA §313(b)(2). The Trustee shall also transmit by mail all reports as required by
TIA §313(c). 


        A
copy of each report at the time of its mailing to the Holders shall be mailed to the Company and filed with the Commission and each stock exchange on which the Notes are listed in
accordance with TIA §313(d). The 


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Company
shall promptly notify the Trustee when the Notes are listed on any stock exchange and any delisting thereof. 


Section 7.07.    Compensation and Indemnity. 


        The
Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder, including, if applicable, for its services as
Paying Agent and Registrar. Compensation of the Trustee in accordance with its established fee schedule, as it may be amended from time to time, shall be deemed reasonable compensation to the Trustee
for its services. The Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all
reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and
expenses of the Trustee's agents and counsel (including in-house counsel). 


        The
Company shall indemnify the Trustee and any predecessor Trustee against any and all losses, claims, damages, penalties, fines, liabilities or expenses, including incidental and
out-of-pocket expenses and reasonable attorneys fees and expenses (for purposes of this Article 7, "losses")
incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the
Company (including this Section 7.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the
exercise or performance of any of its powers or duties hereunder, except to the extent such losses result from its negligence or bad faith. The Trustee shall notify the Company promptly of any claim
for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim, and the Trustee shall
cooperate in the defense. The Trustee may have separate counsel if the Trustee has been reasonably advised by counsel that there may be one or more legal defenses available to it that are different
from or additional to those available to the Company and in the reasonable judgment of such counsel it is advisable for the Trustee to engage separate counsel, and the Company shall pay the reasonable
fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The Company need not reimburse any expense or
indemnify against any loss incurred by the Trustee through the Trustee's own negligence or bad faith. 


        The
obligations of the Company under this Section 7.07 shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and payment in
full of the Notes. 


        To
secure the Company's payment obligations in this Section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held
in trust to pay principal, premium, if any, and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. 


        When
the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(viii) or (ix) hereof occurs, the expenses and the compensation for
the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. 


Section 7.08.    Replacement of Trustee. 



        A
resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this
Section 7.08. 


        The
Trustee may resign in writing at any time upon 30 days' prior notice to the Company and be discharged from the trust hereby created by so notifying the Company. The Holders of
a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: 


        (a)    the
Trustee fails to comply with Section 7.10 hereof; 


        (b)   the
Trustee is adjudged bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; 


        (c)    a
custodian or public officer takes charge of the Trustee or its property; or 


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        (d)   the
Trustee becomes incapable of acting. 


        If
the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee),
the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may
appoint a successor Trustee to replace the successor Trustee appointed by the Company. 


        If
a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company, or the Holders of at least 10% in
principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. 


        If
the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holder may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 


        A
successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders.
Subject to the Lien provided for in Section 7.07 hereof, the retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee  provided, however; that all sums
owing to the Trustee hereunder shall have been paid. Notwithstanding replacement of the Trustee pursuant to this
Section 7.08, the Company's obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee. 


Section 7.09.    Successor Trustee by Merger, etc. 


        If
the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation or banking association, the successor
corporation or banking association without any further act shall, if such successor corporation or banking association is otherwise eligible hereunder, be the successor Trustee. 


Section 7.10.    Eligibility; Disqualification. 


        There
shall at all times be a Trustee hereunder that is a Person organized and doing business under the laws of the United States of America or of any state thereof that is
authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least
US$50.0 million (or a wholly-owned subsidiary of a bank or trust company, or of a bank holding company, the principal subsidiary of which is a bank or trust company having a combined
capital and surplus of at least US$50.0 million) as set forth in its most recent published annual report of condition. 


        This
Indenture shall always have a Trustee who satisfies the requirements of TIA §310(a)(1), (2) and (5). The Trustee is subject to TIA §310(b). 


Section 7.11.    Preferential Collection of Claims Against Company. 



        The
Trustee is subject to TIA §311(a), excluding any creditor relationship listed in TIA §311(b). A Trustee who has resigned or been removed shall be subject to
TIA §311(a) to the extent indicated therein. 


 
 

ARTICLE 8.    
    
    LEGAL DEFEASANCE AND COVENANT DEFEASANCE    
    


Section 8.01.    Option to Effect Legal Defeasance or Covenant Defeasance. 



        The
Company may, at its option and at any time, elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance with the conditions set
forth in this Article 8. 


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Section 8.02.    Legal Defeasance and Discharge. 


        Upon
the Company's exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company shall, subject to the satisfaction of the conditions set
forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter,
"Legal Defeasance"). For this purpose, Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness
represented by the outstanding Notes, which shall thereafter be deemed to be "outstanding" only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in
(a), (b) and (d) below, and to have satisfied all its other obligations under the Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall
execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of
outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium,
if any, or interest and Additional Amounts on such Notes when such payments are due, (b) the Company's obligations with respect to such Notes under Article 2 and Sections 4.01
and 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company's obligations in connection therewith and (d) this
Article 8. If the Company exercises under Section 8.01 hereof the option applicable to this Section 8.02, subject to the satisfaction of the conditions set forth in
Section 8.04 hereof, payment of the Notes may not be accelerated because of an Event of Default. Subject to compliance with this Article 8, the Company may exercise its option under this
Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. 


Section 8.03.    Covenant Defeasance. 


        Upon
the Company's exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Company shall, subject to the satisfaction of the conditions set
forth in Section 8.04 hereof, be released from its obligations under the covenants contained in Sections 4.05 and 4.06, 4.09 through 4.19, and 4.21 hereof, and the
operation of Sections 5.01(a)(4) and (b)(4) hereof, with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied
(hereinafter, "Covenant Defeasance") and the Notes shall thereafter be deemed not "outstanding" for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed "outstanding" for all other purposes hereunder
(it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the
Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a
Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. If the Company exercises
under Section 8.01 hereof the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, payment of the Notes
may not be accelerated because of an Event of Default specified in clause (iii) (with respect to the covenants contained in Sections 4.09, 4.10, 4.12 or 4.18 or
Section 5.01(a)(4) hereof), (iv) (with respect to Sections 4.05, 4.06, 4.11, 4.13 through 4.17, 4.19 and 4.21 hereof), (v), (vi), (vii), (viii) and
(ix) of such Section 6.01 (but in the case of (viii) and (ix) of Section 6.01 hereof, with respect to Significant Subsidiaries only) or because of the
Company's failure to comply with Section 5.01(a)(4) hereof. 


Section 8.04.    Conditions to Legal or Covenant Defeasance. 


        The
following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes. 


        In
order to exercise Legal Defeasance or Covenant Defeasance: 


        (a)    the
Company shall irrevocably deposit with the Trustee, in trust, for the benefit of the Holders cash in U.S. dollars, non-callable Government
Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest 


61







 



and
premium, if any, on the outstanding Notes on the Stated Maturity or on the applicable date of redemption, as the case may be, and the Company shall specify whether the Notes are being defeased to
maturity or to a particular date of redemption; 


        (b)   in
the case of Legal Defeasance, the Company shall deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (i) the
Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) subsequent to the Issue Date, there has been a change in the applicable federal income
tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for
U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Legal Defeasance had not occurred and the Company shall have delivered to the Trustee an Opinion of Counsel in Canada reasonably acceptable to the Trustee confirming
that the Holders of the outstanding Notes will not recognize income, gain or loss for Canadian federal, provincial or territorial income tax purposes as a result of such Legal Defeasance and will be
subject to Canadian federal, provincial or territorial income tax (including withholding tax) on the same amounts, in the same manner and at the same times as would have been the case if such Legal
Defeasance had not occurred; 


        (c)    in
the case of Covenant Defeasance, the Company shall deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that Holders of the
outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on
the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred and the Company shall have delivered to the Trustee an Opinion of
Counsel in Canada reasonably acceptable to the Trustee confirming that Holders of the outstanding Notes will not recognize income, gain or loss for Canadian federal, provincial or territorial income
tax purposes as a result of such Covenant Defeasance and will be subject to Canadian federal, provincial or territorial income tax (including withholding tax) on the same amounts, in the same manner
and at the same time as would have been the case if such Covenant Defeasance had not occurred; 


        (d)   no
Default or Event of Default shall have occurred and be continuing either (a) on the date of such deposit, or (b) insofar as Events of Default from
bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit, other than, in each case, a Default or Event of Default
resulting from the borrowing of funds to be applied to such deposit; 



        (e)    such
Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any material agreement or instrument, to which
the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; 


        (f)    the
Company shall deliver to the Trustee an Opinion of Counsel to the effect that, (a) assuming no intervening bankruptcy of the Company between the date of
deposit and the 91st day following such deposit and assuming that no Holder is an "insider" of the Company under applicable Bankruptcy Law, after the 91st day following such deposit, the
trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and (b) the creation of the
defeasance trust does not violate the Investment Company Act of 1940; 


        (g)   the
Company shall deliver to the Trustee an Officers' Certificate stating that such deposit was not made by the Company with the intent of preferring the Holders of
Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; 



        (h)   if
the Notes are to be redeemed prior to their Stated Maturity, the Company must deliver to the Trustee irrevocable instructions to redeem all of the Notes on the
specified redemption date; and 


        (i)    the
Company shall deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance
or the Covenant Defeasance have been complied with. 


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Section 8.05.    Deposited Cash and Government Securities to be Held in Trust; Other Miscellaneous
Provisions. 


        Subject
to Section 8.06 hereof, all cash and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee, collectively for purposes of this Section 8.05, the "Trustee") pursuant to Section 8.04 hereof in respect of the outstanding
Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the
Company acting as Paying Agent) as the Trustee may determine, to the Holders of all sums due and to become due thereon in respect of principal, premium, if any, and interest but such cash and
securities need not be segregated from other funds except to the extent required by law. 


        The
Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited
pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the
outstanding Notes. 


        Anything
in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company any cash or
non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent certified public accountants of
recognized international standing expressed in a written certification thereof delivered to the Trustee (which may be the certification delivered under Section 8.04(a) hereof), are in excess of
the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. 


Section 8.06.    Repayment to Company. 



        Subject
to any applicable laws relating to abandoned property, any cash or non-callable Government Securities deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal, premium, if any, or interest has become due
and payable shall be paid to the Company on its request or (if then held by the Company) shall be discharged from such trust; and the Holder shall thereafter, as an unsecured creditor, look
only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such cash and securities, and all liability of the Company as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may
at the expense of the Company cause to be published once, in The New York Times and The Wall Street
Journal (national edition), notice that such cash and securities remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from
the date of such notification or publication, any unclaimed balance of such cash and securities then remaining shall be repaid to the Company. 


Section 8.07.    Reinstatement. 


        If
the Trustee or Paying Agent is unable to apply any cash or non-callable Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may
be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company's obligations under this Indenture and
the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply
all such cash and securities in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Company
makes any payment of principal of, premium, if any, or interest on any Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders to receive such
payment from the cash and securities held by the Trustee or Paying Agent. 


63







 


 
 

ARTICLE 9.    
    
    AMENDMENT, SUPPLEMENT AND WAIVER    
    


Section 9.01.    Without Consent of Holders of Notes. 



        Notwithstanding
Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holder to: 


        (a)    cure
any ambiguity, defect or inconsistency; 


        (b)   provide
for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes
are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); 



        (c)    provide
for the assumption of the obligations of the Company to Holders in the case of a merger, consolidation, or amalgamation or sale of all or substantially all of
the assets of the Company; provided, however, that the Company shall deliver to the Trustee: 



          (i)  an
Opinion of Counsel to the effect that Holders will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such assumption by a
successor corporation and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such assumption had not
occurred, and 


         (ii)  an
Opinion of Counsel in Canada to the effect that Holders will not recognize income, gain or loss for Canadian federal, provincial or territorial tax purposes as a
result of such assumption by a successor corporation and will be subject to Canadian federal, provincial or territorial taxes (including withholding taxes) on the same amounts, in the same manner and
at the same times as would have been the case if such assumption had not occurred; 




        (d)   make
any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any
such Holder; 


        (e)    provide
for the issuance of Additional Notes in accordance with this Indenture; or 


        (f)    comply
with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA. 


Section 9.02.    With Consent of Holders of Notes. 


        Except
as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture and the Notes with the consent of the Holders of at least a
majority in principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer
or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (except a continuing Default or Event of Default (i) in
the payment of principal, premium, if any, or interest on the Notes and (ii) in respect of a covenant or provision which under this Indenture cannot be modified or amended without the consent
of the Holder of each Note affected by such modification or amendment) or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of at least a
majority in principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer
or exchange offer for the Notes). 


        Without
the consent of each Holder, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): 


        (a)    reduce
the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; 


        (b)   reduce
the principal of or change the Stated Maturity of any Note or alter the provisions with respect to the redemption of the Notes; 


        (c)    reduce
the rate of or change the time for payment of interest on any Note; 


64







 



        (d)   waive
a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the Notes, except a rescission of acceleration of the Notes by the
Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration; 


        (e)    make
any Note payable in money other than that stated in the Notes; 


        (f)    make
any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or
interest or premium, if any, on the Notes, or to institute suit for the enforcement of any payment on or with respect to such Holders' Notes; 



        (g)   amend,
change or modify the obligation of the Company to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with the provisions of
Section 4.12 hereof after the obligation to make and consummate such Asset Sale Offer has arisen or the obligation of the Company to make and consummate a Change of Control Offer in the event
of a Change in Control in accordance with the provisions of Section 4.18 hereof after such Change of Control has occurred, including, in each case, amending, changing or modifying any
definition relating thereto; 


        (h)   except
as otherwise permitted under the provisions of Section 5.01 hereof, consent to the assignment or transfer by the Company of any of their rights or
obligations under this Indenture; 


        (i)    subordinate
the Notes to any other obligation of the Company; 


        (j)    amend
or modify the provisions of Section 4.20 hereof; or 


        (k)   make
any change in the preceding amendment and waiver provisions. 


        The
Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any supplemental indenture. If a record date is fixed,
the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after
such record date; provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the
date which is 120 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. 


        It
shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be
sufficient if such consent approves the substance thereof; provided, however, that the Trustee shall have the right to require an Opinion of Counsel to the effect that the proposed amendment or waiver
conforms in substance to the consent of the Holders. 


        After
an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holder of each Note affected thereby to such Holder's address
appearing in the Security Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such amended or supplemental indenture or waiver. 


Section 9.03.    Compliance with Trust Indenture Act. 


        Every
amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplemental indenture that complies with the TIA as then in effect. 


Section 9.04.    Revocation and Effect of Consents. 


        Until
an amendment, supplement or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion
thereof that evidences the same debt as the consenting Holder's Note, even if notation of the consent is not made on any Note. However, any such Holder or subsequent Holder may revoke the consent as
to its Note or portion thereof if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver shall
become effective in accordance with its terms and thereafter shall bind every Holder. 


65









  




Section 9.05.    Notation on or Exchange of Notes. 



        The
Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in exchange for all Notes may issue and the
Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver. 


        Failure
to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver. 


Section 9.06.    Trustee to Sign Amendments, etc.



        The
Trustee shall sign any amended or supplemental indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. The Company may not sign an amendment or supplemental indenture until the Board of Directors approves it. In executing any amended or supplemental indenture,
the Trustee shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon an Officers' Certificate and an Opinion of Counsel stating that the
execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amended or supplemental indenture is the legal, valid and binding obligations of the
Company enforceable against it in accordance with its terms, subject to customary exceptions and that such amended or supplemental indenture complies with the provisions hereof (including
Section 9.03 hereof). 


 
 

ARTICLE 10.    
    
    SATISFACTION AND DISCHARGE    
    


Section 10.01.    Satisfaction and Discharge. 



        This
Indenture shall be discharged and shall cease to be of further effect, except as to surviving rights of registration of transfer or exchange of the Notes, as to all Notes issued
hereunder, when: 


        (a)    either:




          (i)  all
Notes that have been previously authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has
previously been deposited in trust or segregated and held in trust by the Company and is thereafter repaid to the Company or discharged from the trust) have been delivered to the Trustee for
cancellation; or 


         (ii)  all
Notes that have not been previously delivered to the Trustee for cancellation (A) have become due and payable by reason of a making of a notice of redemption
or otherwise or (B) will become due and payable within one year, and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the
benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any
reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not previously delivered to the Trustee for cancellation for principal, premium, if any, and interest on the Notes
to the date of deposit, in the case of Notes that have become due and payable, or to the Stated Maturity or redemption date, as the case may be; 




        (b)   no
Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not
result in a breach or violation of, or constitute a default under, any other instrument to which the Company is a party or by which the Company is bound; 


        (c)    the
Company has paid or caused to be paid all other sums payable by it under this Indenture; 



        (d)   the
Company shall have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the date of
redemption, as the case may be; and 


        (e)    the
Company shall have delivered to the Trustee an Officers' Certificate and Opinion of Counsel stating that all conditions precedent under this Indenture relating to
the satisfaction and discharge of this Indenture have been satisfied. 


66








 



Section 10.02.    Deposited Cash and Government Securities to be Held in Trust; Other Miscellaneous
Provisions. 


        Subject
to Section 10.03 hereof, all cash and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 10.02, the "Trustee") pursuant to Section 10.01 hereof in respect of the
outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and
interest but such cash and securities need not be segregated from other funds except to the extent required by law. 


Section 10.03.    Repayment to Company. 


        Subject
to any applicable laws relating to abandoned property, any cash or non-callable Government Securities deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of, premium, if any, or interest on, any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has
become due and payable shall be paid to the Company on its request or (if then held by the Company) shall be discharged from such trust; and the Holder shall thereafter, as an unsecured
creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such cash and securities, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in The New York Times and The Wall Street
Journal (national edition), notice that such cash and securities remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from
the date of such notification or publication, any unclaimed balance of such cash and securities then remaining shall be repaid to the Company. 


 
 

ARTICLE 11.    
    
    MISCELLANEOUS    
    


Section 11.01.    Trust Indenture Act Controls. 


        If
any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the TIA, the provision required by the TIA
shall control. 


Section 11.02.    Notices. 


        Any
notice or communication by the Company or the Trustee to the other is duly given if in writing and delivered in person or mailed by first class mail (registered or certified, return
receipt requested), facsimile transmission or overnight air courier guaranteeing next-day delivery, to the other's address: 


        If
to the Company: 



Quebecor
Media Inc.

612 St-Jacques Street

Montréal, Québec, H3C 4M8

Canada

Attention: Vice President, Legal Affairs

Facsimile No.: (514) 985-8834 




        With
a copy to: 



Ogilvy
Renault LLP

1981 McGill College Avenue

Suite 1100

Montréal, Québec, H3A 3C1

Canada

Attention: Marc Lacourcière

Facsimile No.: (514) 286-5474 



67







 

        If
to the Trustee: 



U.S. Bank
National Association

Attention: Corporate Trust Services

1350 Euclid Ave.

CN-OH-RN11

Cleveland OH 44115

Facsimile No.: 216-623-9202 




        The
Company or the Trustee, by notice to the other, may designate additional or different addresses for subsequent notices or communications. 



        All
notices and communications (other than those sent to the Trustee) 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 receipt acknowledged, if sent by facsimile transmission; and the next Business Day after timely delivery to the courier, if sent by
overnight air courier guaranteeing next-day delivery. All notices and communications to the Trustee shall be deemed duly given and effective only upon receipt. 


        Any
notice or communication to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing
next-day delivery to its address shown on the Security Register. Any notice or communication shall also be so mailed to any Person described in TIA § 313(c), to the
extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. 


        If
a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it. 


        If
the Company mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time. 


Section 11.03.    Communication by Holders of Notes with Other Holders of Notes. 


        Holders
may communicate pursuant to TIA §312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and
anyone else shall have the protection of TIA §312(c). 


Section 11.04.    Certificate and Opinion as to Conditions Precedent. 



        Upon
any request or application by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee: 


        (a)    an
Officers' Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 hereof)
stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with; and 


        (b)   an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 hereof) stating
that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with. 


Section 11.05.    Statements Required in Certificate or Opinion. 


        Each
certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA
§314(a)(4)) shall comply with the provisions of TIA §314(e) and shall include: 


        (a)    a
statement that the Person making such certificate or opinion has read such covenant or condition; 


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


68







 



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


        (d)   a
statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with. 


With
respect to matters of fact, an Opinion of Counsel may rely on an Officers' Certificate, certificates of public officials or reports or opinions of experts. 


Section 11.06.    Rules by Trustee and Agents. 


        The
Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for
its functions. 


Section 11.07.    No Personal Liability of Directors, Officers, Employees and
Shareholders. 


        No
past, present or future director, officer, employee, incorporator or stockholder of the Company, as such, shall have any liability for any obligations of the Company under the Notes,
this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The
waiver and release are part of the consideration for issuance of the Notes. 


Section 11.08.    Governing Law. 


        THE
INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE AND THE NOTES. 


Section 11.09.    No Adverse Interpretation of Other Agreements. 


        This
Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt
agreement may not be used to interpret this Indenture. 


Section 11.10.    Successors. 



        All
covenants and agreements of the Company in this Indenture and the Notes shall bind its successors. All covenants and agreements of the Trustee in this Indenture shall bind
its successors. 


Section 11.11.    Severability. 


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


Section 11.12.    Consent to Jurisdiction and Service of Process



        (a)    The
Company irrevocably consents to the non-exclusive jurisdiction of the courts of the State of New York and the courts of the United States
of America located in the Borough of Manhattan, City and State of New York over any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby. The
Company waives any objection that it may have to the venue of any suit, action or proceeding with respect to this Indenture or the transactions contemplated hereby in the courts of the State of
New York or the courts of the United States of America, in each case, located in the Borough of Manhattan, City and State of New York, or that such suit, action or proceeding
brought in the courts of the State of New York or the United States of America, in each case, located in the Borough of Manhattan, City and State of New York was brought in an
inconvenient court and agrees not to plead or claim the same. 


        (b)   The
Company irrevocably appoints CT Corporation System, as its authorized agent in the State of New York upon which process may be served in any such suit or
proceedings, and agrees that service of process upon such agent, and written notice of said service to CT Corporation System, by the person serving the same to the address provided in
Section 11.02 hereof, shall be deemed in every respect effective service of process upon the 


69







 



Company
in any such suit or proceeding. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect
for a period of ten years from the date of this Indenture. 


Section 11.13.    Conversion of Currency. 



        The
Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Notes and this Indenture. 


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



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




        (b)   In
the event of the winding-up of the Company at any time while any amount or damages owing under the Notes and this Indenture, or any judgment or order
rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders and the Trustee harmless against any deficiency arising or resulting from any variation in rates
of exchange between (1) the date as of which the equivalent of the amount in U.S. Dollars or Canadian Dollars, as the case may be, due or contingently due under the Notes and this
Indenture (other than under this paragraph (b)) is calculated for the purposes of such winding-up and (2) the final date for the filing of proofs of claim in such
winding-up. For the purpose of this paragraph (b), the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the
liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such
winding-up prior to payment by the liquidator or otherwise in respect thereto. 


        (c)    The
obligations contained in paragraph (a)(ii) and (b) of this Section 11.13 shall constitute obligations of the Company separate and independent
from its other respective obligations under the Notes and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or
extension granted by any Holder or the Trustee or any of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in
the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under paragraph (b) above) or under any such judgment or order. Any such
deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the Trustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or
the liquidator or otherwise or any of them. In the case of paragraph (b) above, the amount of such deficiency shall not be deemed to be reduced by any variation in rates of exchange occurring
between the said final date and the date of any liquidating distribution. 


        (d)   The
term "rate(s) of exchange" shall mean the rate of exchange quoted by Royal Bank of Canada at its central foreign exchange desk in its head office in
Montréal at 12:00 noon (Montréal, Québec time) for purchases of the Base Currency with the judgment currency other than the Base Currency referred
to in Subsections (a) and (b) above and includes any premiums and costs of exchange payable. 


        (e)    The
Trustee shall have no duty or liability with respect to monitoring or enforcing the Section 11.13. 


Section 11.14.    Currency Equivalent. 



        Except
as provided in Section 11.13, for purposes of the construction of the terms of this Indenture or of the Notes, in the event that any amount is stated herein in the currency
of one nation (the "First Currency"), as of any date such amount shall also be deemed to represent the amount in the currency of any other
relevant nation which 


70







 



is
required to purchase such amount in the First Currency at the rate of exchange quoted by Royal Bank of Canada at its central foreign exchange desk in its head office in Montréal at
12:00 noon (Montréal, Québec time) on the date of determination. 


Section 11.15.    Counterpart Originals. 


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


Section 11.16.    Table of Contents, Headings, etc. 



        The
Table of Contents, Cross-Reference Table and Headings in this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and
shall in no way modify or restrict any of the terms or provisions hereof. 


Section 11.17.    Qualification of this Indenture. 


        The
Company shall qualify this Indenture under the TIA in accordance with the terms and conditions of any Registration Rights Agreements and shall pay all reasonable costs and expenses
(including attorneys' fees and expenses for the Company, the Trustee and the Holders) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this
Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Company any such Officers' Certificates, Opinions of Counsel or other documentation
as it may reasonably request in connection with any such qualification of this Indenture under the TIA. 


71







 
 
 

SIGNATURES    
    


        Dated as of October 5, 2007. 



	 	 	COMPANY:
	

 	
 	

QUEBECOR MEDIA INC.
	

 	
 	

By:	

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

Title:   Treasurer
	

 	
 	
TRUSTEE:
	
 	
 	

U.S. BANK NATIONAL ASSOCIATION
	

 	
 	

By:	

/s/ Holly Pattison
	 	 	 	
 Name: Holly Pattison

Title:   Vice President




72








   EXHIBIT A  


(Face
of Note) 


73/4% SENIOR NOTES DUE MARCH 15, 2016  



	 	 	CUSIP                         
	 	 	ISIN                         
	No.               	 	US$                         




QUEBECOR MEDIA INC.  


promises
to pay to CEDE & CO., or its registered assigns, the principal sum of
                                     Dollars
(US$                                    ) on
March 15, 2016. 


Interest
Payment Dates: June 15 and December 15, commencing December 15, 2007. 


Record
Dates: June 1 and December 1. 


       




        IN
WITNESS WHEREOF, the Company has caused this Note to be signed by its duly authorized officer. 



	
 	
 	

QUEBECOR MEDIA INC.
	 	 	 	 
	
 	
 	

By:	

 Name:

Title:







This
is one of the [Global]

Notes referred to in the

within-mentioned Indenture: 


U.S. BANK
NATIONAL ASSOCIATION,

as Trustee 



	By:	 	 
	 	
 Authorized Signatory

	 





Dated
                                    , 2007 


A-1







 
        (Back
of Note) 


73/4%
SENIOR NOTES DUE MARCH 15, 2016 


        [Unless otherwise permitted by Section 2.06(g)(i)(B) of the Indenture, insert:]
[THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. 


        THE
HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE
DATE HEREOF AND THE LAST DATE ON WHICH QUEBECOR MEDIA INC. (THE "COMPANY") OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE)
(THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT,
(C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER"
(AS DEFINED IN RULE 144A) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS MEETING THE
REQUIREMENTS OF RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE
COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE, OR TRANSFER (i) PURSUANT TO CLAUSE (D) OR (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (ii) TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS
COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.] 


        [If this note is a global note, insert:] [THIS GLOBAL NOTE IS HELD BY THE
DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN
WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE
INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. 



        UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR
BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS MAY BE REQUESTED BY AN 


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AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] 


        THE
FOLLOWING INFORMATION IS SUPPLIED SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES. THIS NOTE WAS ISSUED WITH "ORIGINAL ISSUE DISCOUNT" ("OID") WITHIN THE MEANING OF
SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), AND THIS LEGEND IS REQUIRED BY SECTION 1275(c) OF THE CODE: 


        HOLDERS
MAY OBTAIN INFORMATION REGARDING THE AMOUNT OF OID, THE ISSUE PRICE, THE ISSUE DATE, AND THE YIELD TO MATURITY RELATING TO THE NOTES BY CONTACTING
QUEBECOR MEDIA, 612 ST-JACQUES STREET MONTRÉAL, QUÉBEC, CANADA H3C 4M8, ATTENTION: VICE PRESIDENT, LEGAL AFFAIRS (TELEPHONE:
(514) 954-0101). 


        Capitalized
terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. 



        1.     Interest.    Quebecor Media Inc., a company incorporated under the laws of Québec
(the "Company"), promises to pay interest (as defined in the Indenture) on the principal amount of this Note at 7.750% per annum until
maturity and shall pay Special Interest, if any, as provided in the Registration Rights Agreement relating to these Notes. The Company shall pay interest semi-annually on June 15
and December 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an "Interest Payment Date").
Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from June 15, 2007; provided,
however, that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided,  further, that the first Interest Payment
Date shall be December 15, 2007. The Company shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the interest rate then in effect
under the Indenture and this Note; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard
to any applicable grace periods), from time to time on demand at the same rate to the extent lawful. Interest shall be computed on the basis of a 360-day year of twelve 30-day
months. For the purposes of the Interest Act (Canada), the yearly rate of interest which is equivalent to the rate payable hereunder is the rate payable
multiplied by the actual number of days in the year and divided by 360. 


        2.     Method of Payment.    The Company shall pay interest on the Notes (except defaulted interest) to the Persons in
whose name this Note (or one or more Predecessor Notes) is registered at the close of business on the June 1 or December 1 next preceding the Interest Payment Date, even if such
Notes are cancelled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes shall
be payable as to principal, premium, if any, and interest at the office or agency of the Company maintained for such purpose, or, at the option of the Company, payment of interest may be made by check
mailed to the Holders at their addresses set forth in the Security Register; provided, however, that
payment by wire transfer of immediately available funds shall be required with respect to principal of and interest and premium, if any, on, all Global Notes and all other Notes the Holders of which
shall have provided wire transfer instructions to the Company or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts. 


        3.     Paying Agent and Registrar.    Initially, U.S. Bank National Association, the Trustee under the
Indenture, shall act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any
such capacity. 


        4.     Indenture.    The Company issued the Notes under an Indenture dated as of October 5, 2007
("Indenture") between the Company and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms, and Holders
are referred to the Indenture and such Act 


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for
a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. 


        5.     Optional Redemption.


                (a)    Except
as set forth in clauses (b), (c) and (d) of this Paragraph 5, the Notes shall not be redeemable at the option of the
Company prior to March 15, 2011. Beginning on March 15, 2011, the Company may redeem all or a part of the Notes, at once or over time, in accordance with Section 3.03 of the
Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon on the Notes redeemed, to the applicable redemption date
(subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing on
March 15 of the years indicated below: 



	Redemption Year
	 	Percentage

	2011	 	103.875%
	2012	 	102.583%
	2013	 	101.292%
	2014 and thereafter	 	100.000%






                (b)    At
any time and from time to time prior to March 15, 2009, the Company may on one or more occasions redeem up to 35% of the aggregate principal
amount of the Notes issued under this Indenture at a redemption price (expressed as a percentage of principal amount) equal to 107.75% of the principal amount thereof, plus accrued and unpaid interest
thereon to the redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds
of one or more Equity Offerings; provided, however, that (i) at least 65% of the aggregate principal amount of the Notes
issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such redemption shall be made within
90 days of the date of closing of any such Equity Offering. 


                (c)    At
any time and from time to time prior to March 15, 2011, the Company may, at its option, redeem all or part of the Notes upon not less than
30 nor more than 60 days' prior notice at a redemption price equal to the sum of (i) 100% of the principal amount thereof, plus
(ii) the Applicable Premium as of the date of redemption, plus (iii) accrued and unpaid interest and Special Interest, if any, to the date
of redemption. 


                (d)    If
the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority,
or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at
any time, upon not less than 30 nor more than 60 days' notice, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid
interest to the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than
US$20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company's after-tax position, at its option, waive the Company's compliance with
the provisions of Section 4.20 of the Indenture with respect to such Holder's Notes; provided, further, that if any Holder waives such
compliance, the Company may not redeem that Holder's Notes pursuant to this clause (c). 


                (e)    Any
prepayment pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of
the Indenture. 


        6.     Mandatory Redemption.    Except as set forth in Sections 4.12 and 4.18 of the Indenture, the
Company shall not be required to make mandatory redemption or sinking fund payments with respect to, or offers to purchase, the Notes. 


        7.     Offer to Repurchase at Option of Holder. 


                (a)    Upon
the occurrence of a Change of Control, the Company shall make an offer to all Holders to repurchase all (equal to US$1,000 or an integral multiple of
US$1,000) of such Holder's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest 


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on
the Notes repurchased to the purchase date in accordance with the procedures set forth in Section 3.09 of the Indenture. 



                (b)    If
the Company or a Restricted Subsidiary consummates any Asset Sales, it shall not be required to apply any Net Proceeds in accordance with the Indenture
until the aggregate Excess Proceeds from all Asset Sales following the date the Notes are first issued exceeds Cnd$100.0 million. Thereafter, the Company shall commence an Asset Sale Offer by
applying the Excess Proceeds pursuant to Section 3.09 of the Indenture to purchase the maximum
principal amount of Notes (including any Additional Notes) that may be purchased out of the Excess Proceeds at an offer price in cash equal to 100% of the principal amount thereof, plus accrued and
unpaid interest and Special Interest, if any, to the Purchase Date in accordance with the procedures set forth in Section 3.09 of the Indenture. To the extent that the aggregate amount of Notes
(including Additional Notes) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may apply such deficiency for any purpose not
prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a  pro rata basis. 


        8.     Notice of Redemption.    Notices of redemption shall be mailed at least 30 days but not more than
60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than US$1,000 may be redeemed in part but only in
integral multiples of US$1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest shall cease to accrue on Notes or portions thereof called
for redemption. 


        9.     Denominations, Transfer, Exchange.    The Notes are in registered form without coupons in denominations of
US$1,000 and integral multiples of US$1,000. This Note shall represent the aggregate principal amount of outstanding Notes from time to time endorsed hereon and the aggregate principal amount of Notes
represented hereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. The transfer of Notes may be registered and Notes may be exchanged as provided
in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any
taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed
portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or
during the period between a record date and the corresponding Interest Payment Date. 


        10.   Persons Deemed Owners.    The registered Holder of a Note may be treated as its owner for all purposes, except
with respect to withholding tax and the obligation under the Indenture to pay Additional Amounts. 


        11.   Amendment, Supplement and Waiver.    Subject to certain exceptions, the Company and the Trustee may amend or
supplement the Indenture or the Notes with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, including Additional Notes, if any, voting as a single
class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 of the Indenture, any
existing Default or Event of Default (except a continuing Default or Event of Default (i) in the payment of principal, premium, if any, interest or Special Interest or Additional Amounts, if
any, on the Notes and (ii) in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such
modification or amendment) or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of at least a majority in principal amount of the then
outstanding Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the
Notes). Without the consent of any Holder, the Company and the Trustee may amend or supplement the Indenture or the Notes to (a) cure any ambiguity, defect or inconsistency; (b) provide
for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for
purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (c) provide for the assumption of the
obligations of the Company to Holders in the case of a merger, consolidation, or amalgamation or sale of all or substantially all of the assets of the Company; provided,
however, that the Company shall deliver to the Trustee (i) an Opinion of Counsel to the effect that Holders will not recognize income, gain or loss for
U.S. Federal income tax purposes as 


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a
result of such assumption by a successor corporation and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case
if such assumption had not occurred, and (ii) an Opinion of Counsel in Canada to the effect that Holders will not recognize income, gain or loss for Canadian federal, provincial or territorial
tax purposes as a result of such assumption by a successor corporation and will be subject to Canadian federal, provincial or territorial taxes (including withholding taxes) on the same amounts, in
the same manner and at the same times as would have been the case if such assumption had not occurred; (d) make any change that would provide any additional rights or benefits to the Holders or
that does not adversely affect the legal rights under this Indenture of any such Holder; (e) provide for the issuance of Additional Notes in accordance with the Indenture; or (f) comply
with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA. 


        12.   Defaults and Remedies.    Each of the following is an Event of Default under the Indenture: (a) default
for 30 days in the payment when due of interest, or with respect to, the Notes; (b) default in payment, when due at Stated Maturity, upon acceleration, redemption, required repurchase or
otherwise, of the principal of, or premium, if any, on the Notes; (c) failure by the Company or any Restricted Subsidiary to comply with the provisions of Section 4.12, 4.18
or 5.01 of the Indenture; (d) failure by the Company or any Restricted Subsidiary for 45 days after written notice thereof has been given to the Company by the Trustee or to the
Company and the Trustee by the Holders of at least 25% of the aggregate principal amount of the Notes outstanding to comply with any of its other covenants or agreements in the Indenture;
(e) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any
Restricted Subsidiary, or the payment of which is guaranteed by the Company or any Restricted Subsidiary, whether such Indebtedness or guarantee now exists, or is created after the Issue Date, if that
default: (i) is caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtedness when due at the final maturity of such Indebtedness
(a "Payment Default"); or (ii) results in the acceleration of such Indebtedness prior to its Stated Maturity, and, in each case, the
principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so
accelerated, aggregates US$25.0 million or more; (f) failure by the Company or any Restricted Subsidiary to pay final, non-appealable judgments aggregating in excess of
US$25.0 million, which judgments are not paid, discharged or stayed for a period of 60 days; and (g) certain events of bankruptcy, insolvency or reorganization affecting the
Company or any of its Significant Subsidiaries. 


        If
any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and
payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency described in the Indenture, all outstanding Notes shall become due
and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of at least a majority in
aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event
of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, or interest or Special Interest or Additional Amounts, if any) if it determines in good faith
that withholding notice is in the interests of the Holders. The Holders of at least a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the
Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal,
premium, if any, or interest or Special Interest or Additional Amounts, if any. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the
Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default. 



        13.   Trustee Dealings with Company.    Subject to certain limitations, the Trustee in its individual or any other
capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee. 


        14.   No Recourse Against Others.    No past, present or future director, officer, employee, incorporator or
stockholder of the Company, as such, shall have any liability for any obligations of the Company under the Indenture, the Notes or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. 


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        15.   Authentication.    This Note shall not be valid until authenticated by the manual signature of the Trustee or
an authenticating agent. 


        16.   Abbreviations.    Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM
(= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to
Minors Act). 


        17.   Additional Rights of Holders of Restricted Global Notes and Restricted Definitive Notes. In addition to the rights
provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes that are Initial Notes shall have all the rights set forth in the Registration
Rights Agreement, dated as of October 5, 2007, among the Company and the parties named on the signature pages thereto or, in the case of Additional Notes, Holders of Restricted Global Notes and
Restricted Definitive Notes shall have the rights set forth in one or more Registration Rights Agreements, if any, among the Company and the other parties thereto, relating to rights given by the
Company to the purchasers of such Additional Notes. 


        18.   CUSIP Numbers.    Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused CUSIP numbers to be printed on the Notes and has directed the Trustee to use CUSIP numbers in notices of redemption or notices of Offers to Purchase as a convenience
to Holders. No representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption or notice of an Offer to Purchase and reliance
may be placed only on the other identification numbers printed thereon and any such redemption or Offer to Purchase shall not be affected by any defect in or omission of such numbers. 


        The
Company shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: Quebecor Media Inc.,
612 St-Jacques Street, Montréal, Québec H3C 4M8, Canada, Attention: Director, Legal Affairs. 



        19.   Governing Law.    The internal law of the State of New York shall govern and be used to construe
this Note. 


Option of Holder to Elect to Accept Offer to Purchase  


        If you want to elect to accept the offer to have this Note purchased by the Company pursuant to Section 4.12 or 4.18 of the Indenture, check the
box below: 


o
Section 4.12 



o Section 4.18 


        If you want to elect to accept the offer in respect of only part of the Note pursuant to Section 4.12 or Section 4.18 of the Indenture, state the
amount you elect to have purchased:
US$                                    . 



	
 Date:
                                         
       	
 	

Your Signature:
                                         
                                    
	 	 	(Sign exactly as your name appears on the face of this Note)
	
 	
 	

Tax Identification No.:
	
 	
 	



                                         
                                          
             
	 	 	 
	 	 	SIGNATURE                                       
         GUARANTEE:
	
 	
 	



                                         
                                          
             
	 	 	 
	 	 	Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program
("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.




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Assignment Form    
    


To
assign this Note, fill in the form below: 


(I)
or (we) assign and transfer this Note to 




(Insert
assignee's social security or other tax I.D. no.) 










(Print
or type assignee's name, address and zip code) 


and
irrevocably appoint
                                         
                                          
                                          
                        
 


as
agent to transfer this Note on the books of the Company. The agent may substitute another to act for him. 





Date:
                                         
          



	 
	 	 

	 	 	Your Signature:
                                         
                     

(Sign exactly as your name appears on the face of this Note)
	

 	
 	

Signature Guarantee:
                                         
                   
	

 	
 	

Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature
guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.




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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE    
    



        The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global
Note or Definitive Note for an interest in this Global Note, have been made: 



	Date of Exchange
	 	Amount of

decrease in

Principal Amount

of this Global Note
	 	Amount of increase

in Principal Amount

of this Global Note
	 	Principal Amount

of this Global Note

following such decrease (or increase)
	 	Signature of authorized signatory of Trustee or Note Custodian

	 	 	 	 	 	 	 	 	 




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EXHIBIT B
  
    FORM OF CERTIFICATE OF TRANSFER    
    


Quebecor
Media Inc.

612 St-Jacques Street

Montréal, Québec H3C 4M8

Canada 


Attention:
Director, Legal Affairs 


U.S. Bank
National Association 


[                             ]



Attention:
Corporate Trust Services 


Facsimile
No.: [                             ] 



	Re:
	73/4%
Senior Notes due March 15, 2016 




        Reference
is hereby made to the Indenture, dated as of October 5, 2007 (the "Indenture"), between Quebecor Media Inc., as issuer (the "Company"), and
U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 


                                        
                ,
(the "Transferor") owns and proposes to transfer the Note[s]
or interest in such Note[s] specified in Annex A hereto, in the principal amount of
US$                              in such
Note[s] or interests (the "Transfer"), to
                                         
       
(the "Transferee"), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that: 


[CHECK ALL THAT APPLY]


        1.     o    Check
if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Definitive Note
Pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended
(the "Securities Act"), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being
transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each such account is a "qualified institutional buyer" within the meaning of Rule 144A in a transaction meeting the
requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the 144A Global Note and/or the Definitive Note and in the Indenture and the Securities Act. 



        2.     o    Check
if Transferee will take delivery of a beneficial interest in the Regulation S Global Note or a
Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the
Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was
outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(a) of
Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed
transfer is being made prior to the expiration of the Distribution Compliance Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person
(other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to
the restrictions on Transfer enumerated in the 


B-1







 



Private
Placement Legend printed on the Regulation S Global Note, the Temporary Regulation S Global Note and/or the Definitive Note and in the Indenture and the Securities Act. 


        3.     o    Check
and complete if Transferee will take delivery of a Definitive Note pursuant to any provision of the
Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global
Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly
the Transferor hereby further certifies that (check one): 



        (a)    o    such
Transfer is being effected pursuant to and in accordance with Rule 144 under the
Securities Act; 



or 




        (b)   o    such
Transfer is being effected to the Company or a Subsidiary thereof; 



or





        (c)    o    such
Transfer is being effected pursuant to an effective registration statement under the Securities Act and
in compliance with the prospectus delivery requirements of the Securities Act; 



or





        (d)   o    such
Transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from
the registration requirements of the Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor hereby further certifies that it has not engaged in any general
solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note
or Restricted Definitive Notes and the requirements of the exemption claimed, which certification is supported by (1) a certificate executed by the Transferee in the form of Exhibit D
to the Indenture and (2) if such Transfer is in respect of a principal amount of Notes at the time of transfer of less than US$250,000, an Opinion of Counsel provided by the Transferor
or the Transferee (a copy of which the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the Securities Act. Upon consummation of the
proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Definitive Notes and in the Indenture and the Securities Act. 




        4.     o    Check
if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an
Unrestricted Definitive Note. 


        (a)    o    Check if Transfer is pursuant to Rule 144.
(i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and
any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in
the Indenture. 


        (b)   o    Check if Transfer is Pursuant to Regulation S.
(i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes
and in the Indenture. 


        (c)    o    Check if Transfer is Pursuant to Other Exemption.
(i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, 


B-2







 



Rule 903
or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act.
Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. 


        This certificate and the statements contained herein are made for your benefit and the benefit of the Company. 



	 	 	
 [Insert Name of Transferor]
	
 	
 	

By:	

 Name:

Title:
	
 	
 	

Dated:
                                         
                                    




B-3







 
 
 

ANNEX A TO CERTIFICATE OF TRANSFER    
    



	1.	The Transferor owns and proposes to transfer the following:
	
 	

 	

 	
 	

[CHECK ONE OF (a) OR (b)]
	
 	

(a)	

o	
 	

a beneficial interest in the:
	
 	

(i)	

o	
 	

144A Global Note (CUSIP                              ), or
	
 	

(ii)	

o	
 	

Regulation S Global Note (CUSIP                               ); or
	
 	

(b)	

o	
 	

a Restricted Definitive Note.
	
 2.	

After the Transfer the Transferee will hold:
	
 	

 	

 	
 	

[CHECK ONE OF (a), (b) OR (c)]
	
 	

(a)	

o	
 	

a beneficial interest in the:
	
 	

(i)	

o	
 	

144A Global Note (CUSIP                                ), or
	
 	

(ii)	

o	
 	

Regulation S Global Note (CUSIP                                ), or
	
 	

(iii)	

o	
 	

Unrestricted Global Note (CUSIP                                ); or
	
 	

(b)	

o	
 	

a Restricted Definitive Note; or
	
 	

(c)	

o	
 	

an Unrestricted Definitive Note,
	
 	

in accordance with the terms of the Indenture.




B-4








  



 
 

EXHIBIT C
  
    FORM OF CERTIFICATE OF EXCHANGE    
    


Quebecor
Media Inc.

612 St-Jacques Street

Montréal Québec H3C 4M8

Canada

Attention: Director, Legal Affairs 


U.S. Bank
National Association

[                             ] 


Attention:
Corporate Trust Services

Facsimile No.: [                 ] 



	 
	 	 

	Re:	 	73/4% Senior Notes due March 15, 2016
	 	 	






        Reference
is hereby made to the Indenture, dated as of October 5, 2007 (the "Indenture"), between Quebecor Media Inc., as issuer (the "Company"), and
U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 


                                        
                ,
(the "Owner") owns and proposes to exchange the Note[s] or
interest in such Note[s] specified herein, in the principal amount of US$                       in such Note[s] or interests
(the "Exchange"). In connection with the Exchange, the Owner hereby certifies that: 


        1.     Exchange
of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted
Global Note 


        (a)    o
Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest
in an Unrestricted Global Note. In connection with the Exchange of the Owner's beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted
Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the Restricted Global Note and pursuant to and in accordance with the United States Securities Act of 1933, as amended
(the "Securities Act"), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws
of any state of the United States. 


        (b)   o
Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted
Definitive Note. In connection with the Exchange of the Owner's beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies
(i) the Unrestricted Definitive Note is being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Note and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities
laws of any state of the United States. 


        (c)    o
Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted
Global Note. In connection with the Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies
(i) the beneficial interest is being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable
to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of
the United States. 


C-1







 



        (d)   o 
Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive
Note. In connection with the Owner's Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted
Definitive Note is being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the
United States. 


        2.     Exchange
of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted
Global Notes 


        (a)    o
Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted
Definitive Note. In connection with the Exchange of the Owner's beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount,
the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner's own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms
of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note
and in the Indenture and the Securities Act. 


        (b)   o
Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted
Global Note. In connection with the Exchange of the Owner's Restricted Definitive Note for a beneficial interest in the [CIRCLE ONE] 144A Global Note,
Regulation S Global Note, IAI Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner's own account without
transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Definitive Note and pursuant to and in accordance with the Securities
Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture,
the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the
Securities Act. 


        This certificate and the statements contained herein are made for your benefit and the benefit of the Company. 



	 
	 	 

	 	 	 
	
 	
 	


	 	 	[Insert Name of Transferor]
	

 	
 	

By:

	 	 	      Name:
	 	 	      Title:
	

 	
 	

Dated:





C-2








  



 
 

EXHIBIT D
  
    FORM OF CERTIFICATE FROM
  ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR    
    


Quebecor
Media Inc.

612 St-Jacques Street

Montréal, Québec H3C 4M8

Canada 


Attention:
Director, Legal Affairs 


U.S. Bank
National Association 


[                             ]



Attention:
Corporate Trust Services 


Facsimile
No.: [                             ] 



	Re:
	73/4%
Senior Notes due March 15, 2016 




        Reference
is hereby made to the Indenture, dated as of October 5, 2007 (the "Indenture"), between Quebecor Media Inc., as issuer (the "Company"), and
U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 


        In
connection with our proposed purchase of US$                              aggregate principal
amount of: 



        (a)    o    a
beneficial interest in a Global Note, or 


        (b)   o    a
Definitive Note, 





we
confirm that: 







        1.     We
understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and the
undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and conditions and the
United States Securities Act of 1933, as amended (the "Securities Act"). 


        2.     We
understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest therein may not be offered or
sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any
interest therein, we will do so only (A) to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a "qualified institutional buyer"
(as defined therein) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the transfer is being made in reliance on
Rule 144A under the Securities Act, (C) to an institutional "accredited investor" (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf
by a U.S. broker-dealer) to you and to the Company a signed letter substantially in the form of this letter and, such transfer is in respect of a minimum principal amount of Notes of
US$250,000, (D) pursuant to offers and sales to non-U.S. Persons that occur outside the United States in accordance with Rule 904 of Regulation S under
the Securities Act, (E) pursuant to any other available exemption under the Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and we further
agree to provide to any Person purchasing the Definitive Note or beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of this
paragraph a notice advising such purchaser that resales thereof are restricted as stated herein. 


        3.     We
understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and the Company such certifications, legal
opinions and other information as you and the Company may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased
by us will bear a legend to the foregoing effect. 


D-1







 



        4.     We
are an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act)
and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are
acting are each able to bear the economic risk of our or its investment. We have had access to such financial and other information and have been afforded the opportunity to ask such questions of
representatives of the Company and receive answers thereto, as we deem necessary in connection with our decision to purchase the Notes. 


        5.     We
are acquiring the Notes or beneficial interest therein purchased by us for our own account, or for one or more accounts (each of which is an institutional "accredited
investor") as to each of which we exercise sole investment discretion, for investment purposes only and are not acquiring the Notes with a view to any distribution thereof in a transaction that would
violate the Securities Act of the securities laws of any state of the United States or any other applicable jurisdiction. 



        You
and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered hereby. This letter shall be governed by, and construed in accordance with, the laws of the State of New York. 



	 	 	
 [Insert Name of Accredited Investor]
	
 	
 	

By:	

 Name:

Title:
	
 	
 	

Dated:
                                         
                                    




D-2








  



 
 

EXHIBIT E
  
    FORM OF SUBORDINATION AGREEMENT    
    



        This SUBORDINATION AGREEMENT is dated as
of                        (the "Agreement"). 



	To:	 	U.S. Bank National Association, for itself and as trustee under the Indenture referred to below for the holders of the Notes (the "Trustee")





        [OBLIGOR] (the "Obligor"), as obligor under the obligation dated as of made or issued by the Obligor in favor of
[HOLDER] (the "Subordinated Security"), and [HOLDER], as holder (the "Holder") of the Subordinated Security, for ten dollars and other
good and valuable consideration received by each of the Obligor and the Holder from the Trustee and any other Representative and by each of the Obligor and the Holder from the other, agree
as follows: 


1.    Interpretation. 



        (a)    "Cash,
Property or Securities". "Cash, Property or Securities" shall not be deemed to include securities of the Obligor or any other Person
provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided herein with respect to the Subordinated Security, to the payment of all
Senior Indebtedness which may at the time be outstanding; provided, however, that (i) all Senior Indebtedness is assumed by the new Person, if any, resulting from any such reorganization or
readjustment, and (ii) the rights of the holders of the Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. 



        (b)   "payment
in full". "payment in full", with respect to Senior Indebtedness, means the receipt on an irrevocable basis of cash in an amount
equal to the unpaid principal amount of the Senior Indebtedness and premium, if any, and interest and any Special Interest thereon to the date of such payment, together with all other amounts owing
with respect to such Senior Indebtedness. 


        (c)    "Representative"
means the agent (including an administrative agent), trustee or representative of holders of Senior Indebtedness. 


        (d)   "Senior
Indebtedness". "Senior Indebtedness" means, at any date, all indebtedness (including, without limitation, any and all amounts of
principal, interest, Special Interest, additional amounts, premium, fees, penalties, indemnities and "post-petition interest" in bankruptcy and any reimbursement of expenses) under
(1) the Indenture, including, without limitation, the "Notes," the "Exchange Notes," the "Additional Notes" and any "guarantee" of the Exchange Notes or the Additional Notes (in each
case, as defined in the Indenture) and (2) any Credit Facilities (as defined in the Indenture) of Quebecor Media. 


2.    Agreement Entered into Pursuant to Indenture.    The Obligor and the Holder are entering into
this Agreement pursuant to the provisions of the Indenture, dated as of October 5, 2007 (the "Indenture"; capitalized terms used herein without definition having the meanings set forth
therein) between Quebecor Media and the Trustee. Pursuant to the Indenture, Quebecor Media has issued 73/4% Senior Notes due March 15, 2016 of Quebecor Media. 


3.    Subordination.    The indebtedness or obligation represented by the Subordinated Security shall
be subordinated as follows: 


        (a)    Agreement
to Subordinate.    The Obligor, for itself and its successors and assigns, and the Holder agree, that the indebtedness
or obligation evidenced by the Subordinated Security (including, without limitation, principal, interest, premium, redemption or retraction amount, dividend, fees, penalties, indemnities and
"post-petition interest" in bankruptcy and any reimbursement of expenses) is subordinate and junior in right of payment, to the extent and in the manner provided in this Section 3,
to the prior payment in full of all Senior Indebtedness. The provisions of this Section 3 are for the benefit of the Trustee and/or other Representative acting on behalf of the holders from
time to time of Senior Indebtedness, and such holders are hereby made obligees hereunder to the same extent as if their names were written herein as such, and they (collectively or singly) may proceed
to enforce such provisions. 


E-1







 



        (b)   Liquidation, Dissolution or Bankruptcy. 




	(i)
	Upon
any distribution of assets of the Obligor to creditors or upon a liquidation or dissolution or winding-up of the Obligor or in a bankruptcy,
arrangement, liquidation, reorganization, insolvency, receivership or similar case or proceeding relating to the Obligor or its property or other marshalling of assets of the Obligor:



	(A)
	the
holders of Senior Indebtedness shall be entitled to receive payment in full of all Senior Indebtedness before the Holder shall be entitled to receive any payment of any amount
owing in respect of the Subordinated Security (including, without limitation, principal, interest, premium, redemption or retraction amount, or dividend);



	(B)
	until
payment in full of all Senior Indebtedness, any distribution of assets of the Obligor of any kind or character to which the Holder would be entitled but for this
Section 3 is hereby assigned absolutely to the holders of Senior Indebtedness (equally and ratably among the holders of Senior Indebtedness) and shall be paid by the Obligor or by any receiver,
trustee in bankruptcy, liquidating trustee, agents or other Persons making such payment or distribution to the Trustee and/or other Representative on behalf of the holders of Senior Indebtedness, as
their interests may appear; and



	(C)
	in
the event that, notwithstanding the foregoing, any payment or distribution of assets of the Obligor of any kind or character, whether in Cash, Property or Securities, shall be
received by the Holder before all Senior Indebtedness is paid in full, such payment or distribution shall be held in trust for the benefit of and shall be paid over to the Trustee and/or other
Representative on behalf of the holders of Senior Indebtedness (equally and ratably among the holders of Senior Indebtedness), as their interests may appear, for application to the payment of all
Senior Indebtedness until all Senior Indebtedness shall have been paid in full after giving effect to any concurrent payment or distribution to the holders of Senior Indebtedness in respect of such
Senior Indebtedness.






	(ii)
	If
(A) a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Obligor or its property (a "Reorganization
Proceeding") is commenced and is continuing and (B) the Holder does not file proper claims or proofs of claim in the form required in a Reorganization Proceeding prior to 45 days before
the expiration of the time to file such claims, then (1) upon the request of the Trustee, the Holder shall file such claims and proofs of claim in respect of the Subordinated Security and
execute and deliver such powers of attorney, assignments and proofs of claim or proxies as may be directed by the Trustee to enable it to exercise in the sole discretion of the Trustee any and all
voting rights attributable to the Subordinated Security which are capable of being voted (whether by meeting, written resolution or otherwise) in a Reorganization Proceeding and enforce any and all
claims upon or in respect of the Subordinated Security and to collect and receive any and all payments or distributions which may be payable or deliverable at any time upon or in respect of the
Subordinated Security, and (2) whether or not the Trustee shall take the action described in clause (1) above, the Trustee shall nevertheless be deemed to have such powers of attorney as
may be necessary to enable the Trustee to exercise such voting rights, file appropriate claims and proofs of claim and otherwise exercise the powers described above for and on behalf of
the Holder. 







        (c)    Relative
Rights.    This Section 3 defines the relative rights of the Holder and the holders of Senior Indebtedness.
Nothing in this Section 3 shall: 




	(i)
	impair,
as between the Obligor and the Holder, the obligation of the Obligor, which is absolute and unconditional, to make the payments required by the Subordinated
Security in accordance with its terms; or



	(ii)
	affect
the relative rights of the Holder and creditors of the Obligor other than the holders of Senior Indebtedness; or



	(iii)
	affect
the relative rights of the holders of Senior Indebtedness among themselves; or 




E-2







 


	(iv)
	prevent
the Holder from exercising its available remedies upon a default, subject to the rights of the holders of Senior Indebtedness to receive cash, property or other
assets otherwise payable to the Holder. 





        (d)   Subordination May Not Be Impaired. 




	(i)
	No
right of any holder of Senior Indebtedness to enforce the subordination of indebtedness or obligation evidenced by the Subordinated Security shall in any way be
prejudiced or impaired by any act or failure to act by the Obligor or by any such holder or the Trustee, or by any non-compliance by the Obligor with the terms, provisions or covenants
herein, regardless of any knowledge thereof which any such holder or the Trustee may have or be otherwise charged with. Neither the subordination of the Subordinated Security as herein provided nor
the rights of the holders of Senior Indebtedness with respect hereto shall be affected by any extension, renewal or modification of the terms, or the granting of any security in respect of, any Senior
Indebtedness or any exercise or non-exercise of any right, power or remedy with respect thereto.



	(ii)
	The
Holder agrees that all indebtedness or obligation evidenced by the Subordinated Security will be unsecured by any Lien upon or with respect to any property of
the Obligor.



	(iii)
	The
Holder agrees not to exercise any offset or counterclaim or similar right in respect of the indebtedness or obligation evidenced by the Subordinated Security
except to the extent payment of such indebtedness or obligation is permitted and will not assign or otherwise dispose of the Subordinated Security or the indebtedness or obligation which it evidences
unless the assignee or acquiror, as the case may be, agrees to be bound by the terms of this Agreement. 





        (e)    Holder
Entitled to Rely.    Upon any payment or distribution pursuant to this Section 3, the Holder shall be entitled to
rely (i) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 3(b) are pending, (ii) upon a certificate of
the liquidating trustee or agent or other person in such proceedings making such payment or distribution to the Holder or its representative, if any, or (iii) upon a certificate of the Trustee
and/or other Representative (if any) of the holders of Senior Indebtedness for the purpose of ascertaining the persons entitled to participate in such payment or distribution, the holders of
the Senior Indebtedness and other indebtedness of the Obligor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this
Section 3. 


4.    Enforceability.    Each of the Obligor and the Holder represents and warrants that this Agreement
has been duly authorized, executed and delivered by each of the Obligor and the Holder and constitutes a valid and legally binding obligation of each of the Obligor and the Holder, enforceable in
accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and
to general equity principles; and that, in the case of a Subordinated Security made or issued by Quebecor Media, on the date hereof, the Holder shall deliver an opinion or opinions of counsel to such
effect to the Trustee for the benefit of the holders of the Senior Indebtedness under the Indenture. 


5.     Miscellaneous.


        (a)    Until
payment in full of all the Senior Indebtedness, the Obligor and the Holder agree that no amendment shall be made to the Subordinated Security which would affect
the rights of the holders of the Senior Indebtedness hereunder. 


        (b)   This
Agreement may not be amended or modified in any respect, nor may any of the terms or provisions hereof be waived, except by an instrument signed by the Obligor, the
Holder and the Trustee and/or other Representative (if any). 


        (c)    This
Agreement shall be binding upon each of the parties hereto and their respective successors and assigns and shall inure to the benefit of the Trustee and/or other
Representative (if any) and each and every holder of Senior Indebtedness and their respective successors and assigns. 



        (d)   This
Agreement shall be governed by and construed in accordance with the laws of the State of New York. 


E-3







 

        (e)    The
Holder and the Obligor each hereby irrevocably agrees that any suits, actions or proceedings arising out of or in connection with this Agreement may be brought in
any state or federal court sitting in The City of New York or any court in the Province of Québec and submits and attorns to the non-exclusive jurisdiction of each
such court. 


        (f)    The
Holder and the Obligor will whenever and as often as reasonably requested to do so by the Trustee and/or other Representative (if any), do, execute,
acknowledge and deliver any and all such other and further acts, assignments, transfers and any instruments of further assurance, approvals and consents as are necessary or proper in order to give
complete effect to this Agreement. 


        (g)   Each
of the Holder and the Obligor irrevocably appoints CT Corporation System, as its authorized agent in the State of New York upon which process may be served
in any such suit or proceedings, and agrees that service of process upon such agent, and written notice of said service to CT Corporation System, by the person serving the same to the addresses listed
below, shall be deemed in every respect effective service of process upon the Holder or the Obligor, as applicable, in any such suit or proceeding. 


        If
to the Obligor: 


        [            ]



        If
to the Holder: 


        [            ]



        Each
of the Holder and the Obligor further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect so
long as any Notes or Exchange Notes (including any Additional Notes) remain outstanding. 


        IN
WITNESS WHEREOF, the Obligor and the Holder each have caused this Agreement to be duly executed. 



	
 	
 	

[OBLIGOR]
	 	 	 	 
	
 	
 	

By:	

 Name:

Title:
	 	 	 	 
	
 	
 	

[HOLDER]
	 	 	 	 
	
 	
 	

By:	

 Name:

Title:






E-4








  



 
 

TABLE OF CONTENTS    
    



	 
	 	 
	 	Page

	 ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE	 	1
	 	 Section 1.01.	 	Definitions	 	1
	 	 Section 1.02.	 	Other Definitions	 	20
	 	 Section 1.03.	 	Incorporation by Reference of Trust Indenture Act	 	21
	 	 Section 1.04.	 	Rules of Construction	 	21
	 ARTICLE 2. THE NOTES	 	22
	 	 Section 2.01.	 	Form and Dating	 	22
	 	 Section 2.02.	 	Execution and Authentication	 	22
	 	 Section 2.03.	 	Registrar and Paying Agent	 	23
	 	 Section 2.04.	 	Paying Agent to Hold Money in Trust	 	23
	 	 Section 2.05.	 	Holder Lists	 	23
	 	 Section 2.06.	 	Transfer and Exchange	 	23
	 	 Section 2.07.	 	Replacement Notes	 	32
	 	 Section 2.08.	 	Outstanding Notes	 	33
	 	 Section 2.09.	 	Treasury Notes	 	33
	 	 Section 2.10.	 	Temporary Notes	 	33
	 	 Section 2.11.	 	Cancellation	 	33
	 	 Section 2.12.	 	Defaulted Interest	 	34
	 	 Section 2.13.	 	CUSIP or ISIN Numbers	 	34
	 	 Section 2.14.	 	Special Interest	 	34
	 	 Section 2.15.	 	Issuance of Additional Notes	 	34
	 ARTICLE 3. REDEMPTION AND PREPAYMENT	 	35
	 	 Section 3.01.	 	Notices to Trustee	 	35
	 	 Section 3.02.	 	Selection of Notes to Be Redeemed	 	35
	 	 Section 3.03.	 	Notice of Redemption	 	35
	 	 Section 3.04.	 	Effect of Notice of Redemption	 	36
	 	 Section 3.05.	 	Deposit of Redemption Price	 	36
	 	 Section 3.06.	 	Notes Redeemed in Part	 	36
	 	 Section 3.07.	 	Optional Redemption	 	36
	 	 Section 3.08.	 	Mandatory Redemption	 	37
	 	 Section 3.09.	 	Offers To Purchase	 	37
	 ARTICLE 4. COVENANTS	 	39
	 	 Section 4.01.	 	Payment of Notes	 	39
	 	 Section 4.02.	 	Maintenance of Office or Agency	 	39
	 	 Section 4.03.	 	Reports	 	40
	 	 Section 4.04.	 	Compliance Certificate	 	40
	 	 Section 4.05.	 	Taxes	 	40
	 	 Section 4.06.	 	[Reserved]	 	40
	 	 	 	 	 





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	 	 Section 4.07.	 	Corporate Existence	 	40
	 	 Section 4.08.	 	Payments for Consent	 	41
	 	 Section 4.09.	 	Incurrence of Indebtedness and Issuance of Preferred Shares	 	41
	 	 Section 4.10.	 	Restricted Payments	 	43
	 	 Section 4.11.	 	Liens	 	45
	 	 Section 4.12.	 	Asset Sales	 	45
	 	 Section 4.13.	 	Dividend and Other Payment Restrictions Affecting Subsidiaries	 	47
	 	 Section 4.14.	 	Transactions with Affiliates	 	48
	 	 Section 4.15.	 	[Reserved]	 	49
	 	 Section 4.16.	 	[Reserved]	 	49
	 	 Section 4.17.	 	Designation of Restricted and Unrestricted Subsidiaries	 	49
	 	 Section 4.18.	 	Repurchase at the Option of Holders Upon a Change of Control	 	50
	 	 Section 4.19.	 	[Reserved]	 	50
	 	 Section 4.20.	 	Additional Amounts	 	50
	 ARTICLE 5. SUCCESSORS	 	52
	 	 Section 5.01.	 	Merger, Consolidation and Sale of Assets of the Company	 	52
	 	 Section 5.02.	 	Successor Corporation Substituted	 	52
	 ARTICLE 6. DEFAULTS AND REMEDIES	 	52
	 	 Section 6.01.	 	Events of Default	 	52
	 	 Section 6.02.	 	Acceleration	 	54
	 	 Section 6.03.	 	Other Remedies	 	54
	 	 Section 6.04.	 	Waiver of Past Defaults	 	55
	 	 Section 6.05.	 	Control by Majority	 	55
	 	 Section 6.06.	 	Limitation on Suits	 	55
	 	 Section 6.07.	 	Rights of Holders to Receive Payment	 	55
	 	 Section 6.08.	 	Collection Suit by Trustee	 	55
	 	 Section 6.09.	 	Trustee May File Proofs of Claim	 	56
	 	 Section 6.10.	 	Priorities	 	56
	 	 Section 6.11.	 	Undertaking for Costs	 	56
	 ARTICLE 7. TRUSTEE	 	56
	 	 Section 7.01.	 	Duties of Trustee	 	56
	 	 Section 7.02.	 	Rights of Trustee	 	57
	 	 Section 7.03.	 	Individual Rights of Trustee	 	58
	 	 Section 7.04.	 	Trustee's Disclaimer	 	58
	 	 Section 7.05.	 	Notice of Defaults	 	58
	 	 Section 7.06.	 	Reports by Trustee to Holders	 	58
	 	 Section 7.07.	 	Compensation and Indemnity	 	59
	 	 Section 7.08.	 	Replacement of Trustee	 	59
	 	 Section 7.09.	 	Successor Trustee by Merger, etc.	 	60
	 	 	 	 	 



ii







 

	 	 Section 7.10.	 	Eligibility; Disqualification	 	60
	 	 Section 7.11.	 	Preferential Collection of Claims Against Company	 	60
	 ARTICLE 8. LEGAL DEFEASANCE AND COVENANT DEFEASANCE	 	60
	 	 Section 8.01.	 	Option to Effect Legal Defeasance or Covenant Defeasance	 	60
	 	 Section 8.02.	 	Legal Defeasance and Discharge	 	61
	 	 Section 8.03.	 	Covenant Defeasance	 	61
	 	 Section 8.04.	 	Conditions to Legal or Covenant Defeasance	 	61
	 	 Section 8.05.	 	Deposited Cash and Government Securities to be Held in Trust; Other Miscellaneous Provisions	 	63
	 	 Section 8.06.	 	Repayment to Company	 	63
	 	 Section 8.07.	 	Reinstatement	 	63
	 ARTICLE 9. AMENDMENT, SUPPLEMENT AND WAIVER	 	64
	 	 Section 9.01.	 	Without Consent of Holders of Notes	 	64
	 	 Section 9.02.	 	With Consent of Holders of Notes	 	64
	 	 Section 9.03.	 	Compliance with Trust Indenture Act	 	65
	 	 Section 9.04.	 	Revocation and Effect of Consents	 	65
	 	 Section 9.05.	 	Notation on or Exchange of Notes	 	66
	 	 Section 9.06.	 	Trustee to Sign Amendments, etc.	 	66
	 ARTICLE 10. SATISFACTION AND DISCHARGE	 	66
	 	 Section 10.01.	 	Satisfaction and Discharge	 	66
	 	 Section 10.02.	 	Deposited Cash and Government Securities to be Held in Trust; Other Miscellaneous Provisions	 	67
	 	 Section 10.03.	 	Repayment to Company	 	67
	 ARTICLE 11. MISCELLANEOUS	 	67
	 	 Section 11.01.	 	Trust Indenture Act Controls	 	67
	 	 Section 11.02.	 	Notices	 	67
	 	 Section 11.03.	 	Communication by Holders of Notes with Other Holders of Notes	 	68
	 	 Section 11.04.	 	Certificate and Opinion as to Conditions Precedent	 	68
	 	 Section 11.05.	 	Statements Required in Certificate or Opinion	 	68
	 	 Section 11.06.	 	Rules by Trustee and Agents	 	69
	 	 Section 11.07.	 	No Personal Liability of Directors, Officers, Employees and Shareholders	 	69
	 	 Section 11.08.	 	Governing Law	 	69
	 	 Section 11.09.	 	No Adverse Interpretation of Other Agreements	 	69
	 	 Section 11.10.	 	Successors	 	69
	 	 Section 11.11.	 	Severability	 	69
	 	 Section 11.12.	 	Consent to Jurisdiction and Service of Process	 	69
	 	 Section 11.13.	 	Conversion of Currency	 	70
	 	 Section 11.14.	 	Currency Equivalent	 	70
	 	 Section 11.15.	 	Counterpart Originals	 	71
	 	 Section 11.16.	 	Table of Contents, Headings, etc.	 	71
	 	 	 	 	 





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	 	 Section 11.17.	 	Qualification of this Indenture	 	71





	 
	 	 
	 	 

	 EXHIBIT A:	 	FORM OF NOTE	 	A-1
	 EXHIBIT B:	 	FORM OF CERTIFICATE OF TRANSFER	 	B-1
	 EXHIBIT C:	 	FORM OF CERTIFICATE OF EXCHANGE	 	C-1
	 EXHIBIT D:	 	FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR	 	D-1
	 EXHIBIT E:	 	FORM OF SUBORDINATION AGREEMENT	 	E-1




iv









 
 

CROSS-REFERENCE TABLE    
    



	TIA Section Reference
	 	Indenture Section
 

	310(a)(1)	 	7.10
	(a)(2)	 	7.10
	(a)(3)	 	N.A.
	(a)(4)	 	N.A.
	(a)(5)	 	7.10
	(b)	 	7.08, 7.10
	(c)	 	N.A.
	311(a)	 	7.11
	(b)	 	7.11
	(c)	 	N.A.
	312(a)	 	2.05
	(b)	 	11.03
	(c)	 	11.03
	313(a)	 	7.06
	(b)(1)	 	N.A.
	(b)(2)	 	7.06, 7.07
	(c)	 	7.06, 11.02
	(d)	 	7.06
	314(a)	 	4.03, 4.04, 11.02
	(b)	 	N.A.
	(c)(1)	 	12.04
	(c)(2)	 	12.04
	(c)(3)	 	N.A.
	(d)	 	N.A.
	(e)	 	11.05
	315(a)	 	7.01
	(b)	 	7.05, 11.02
	(c)	 	7.01
	(d)	 	7.01
	(e)	 	6.11
	316(a) (last sentence)	 	2.09
	(a)(1)(A)	 	6.05
	(a)(1)(B)	 	6.04
	(a)(2)	 	N.A.
	(b)	 	6.07
	317(a)(1)	 	6.08
	(a)(2)	 	6.09
	(b)	 	2.04
	318(a)	 	11.01





N.A.
means Not Applicable. 


Note:
This Cross-Reference Table shall not, for any purpose, be deemed to be part of this Indenture. 











QuickLinks


ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE


ARTICLE 2. THE NOTES


ARTICLE 3. REDEMPTION AND PREPAYMENT

ARTICLE 4. COVENANTS


ARTICLE 5. SUCCESSORS

ARTICLE 6. DEFAULTS AND REMEDIES


ARTICLE 7. TRUSTEE

ARTICLE 8. LEGAL DEFEASANCE AND COVENANT DEFEASANCE

ARTICLE 9. AMENDMENT, SUPPLEMENT AND WAIVER


ARTICLE 10. SATISFACTION AND DISCHARGE

ARTICLE 11. MISCELLANEOUS

SIGNATURES



Assignment Form

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE



EXHIBIT B FORM OF CERTIFICATE OF TRANSFER

ANNEX A TO CERTIFICATE OF TRANSFER



EXHIBIT C FORM OF CERTIFICATE OF EXCHANGE


EXHIBIT D FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR



EXHIBIT E FORM OF SUBORDINATION AGREEMENT


TABLE OF CONTENTS


CROSS-REFERENCE TABLE