SECURITIES AND EXCHANGE COMMISSION

FORM F-9 Registration of securities of certain investment grade debt or investment grade preferred securities of certain Canadian issuers under the Securities Act of 1933

Filing Date: 2004-01-12 SEC Accession No. 0001047469-04-000670

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FILER QUEBECOR WORLD INC Mailing Address Business Address 612 SAINT JACQUES 612 ST JACQUES ST CIK:1003470| IRS No.: 000000000 | State of Incorp.:A1 | Fiscal Year End: 1231 STREET MONTREAL QUEBEC CANA Type: F-9 | Act: 33 | File No.: 333-111866 | Film No.: 04521326 MONTREAL E6 E6 00000 SIC: 2750 Commercial printing 5149540101

Copyright © 2014 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document QuickLinks -- Click here to rapidly navigate through this document As filed with the Securities and Exchange Commission on January 12, 2004 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

Form F-9 and Form F-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Form F-9 Form F-4 Quebecor World Inc. Quebecor World Capital Corporation (Exact name of registrant as specified in its charter) Canada Delaware (Province, state or other jurisdiction of incorporation or organization) 2750 Not Applicable (Primary Standard Industrial Classification Code Number (if applicable)) Not Applicable 52-2009152 (IRS employer identification number (if applicable)) Quebecor World Inc. Quebecor World Capital 612 Saint-Jacques Street Corporation Montréal, Québec 340 Pemberwick Road Canada H3C 4M8 Greenwich, Connecticut 19801 (514) 954-0101 (203) 532-4200 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) CT Corporation System CT Corporation System 111 8th Avenue 111 8th Avenue New York, New York 10011 New York, New York 10011 (212) 894-8600 (212) 894-8600 (Name, address, including zip code, and telephone number, including area code, of agent for service in the United States)

Copies to : John A. Willett, Esq. Marc Lacourcière, Esq. Christine D. Rogers, Esq. Ogilvy Renault Arnold & Porter 1981 McGill College Avenue, Bureau 1100 399 Park Avenue Montréal, Québec H3A 3C1 New York, New York 10022 Canada (212) 715-1000 (514) 847-4747

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable following the effectiveness of this registration statement. Form F-9 Form F-4

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Province of Québec Canada If the securities being registered on this Form F-4 are being offered in (Principal jurisdiction regulating this Form F-9 offering) connection with the formation of a holding company and there is It is proposed that this filing on Form F-9 shall become effective (check compliance with General Instruction G, check the following box. o appropriate box): If this Form F-4 is filed to register additional securities for an offering o upon filing with the Commission, pursuant to Rule 467(a) (if in connection with A. pursuant to Rule 462(b) under the Securities Act, check the following box an offering being made contemporaneously in the United States and Canada). and list the Securities Act registration statement number of the B. ý at some future date (check the appropriate box below): earlier effective registration statement for the same offering. o o pursuant to Rule 467(b) on ( ) at ( ) (designate 1. a time not sooner than 7 calendar days after filing). If this Form F-4 is a post-effective amendment filed pursuant to o pursuant to Rule 467(b) on ( ) at ( ) (designate Rule 462(d) under the Securities Act, check the following box and list the a time 7 calendar days or sooner after filing) because the securities regulatory 2. Securities Act registration statement number of the earlier effective authority in the review jurisdiction has issued a receipt or notification of registration statement for the same offering. o clearance on ( ). o pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the Registrant or the Canadian securities regulatory authority 3. of the review jurisdiction that a receipt of notification of clearance has been issued with respect hereto. ý after the filing of the next amendment to this Form F-9 (if preliminary 4. material is being filed). If any of the securities being registered on Form F-9 are to be offered on a delayed or continuous basis pursuant to the home jurisdiction's shelf prospectus offering procedures, check the following box. o

CALCULATION OF REGISTRATION FEE

Proposed Maximum Proposed Maximum Title of Each Class of Securities to be Amount of Registration Amount to be Registered Offering Price Per Aggregate Offering Registered Fee(1) Unit(1) Price(1) 7 4 /8% Senior Notes due 2008 $200,000,000 100% $200,000,000 $16,180.00 7 Guarantees of 4 /8% Senior Notes due 2008(2) 1 6 /8% Senior Notes due 2013 $400,000,000 100% $400,000,000 $32,360.00 1 Guarantees of 6 /8% Senior Notes due 2013(2)

Total Registration Fee $48,540.00

(1) The registration fee has been calculated in accordance with Rules 457(a), 457(f)(2) and 457(n) under the Securities Act.

7 1 (2) In accordance with Rule 457(n), no separate fee for the registration of the guarantees of the 4 /8% Senior Notes due 2008 and 6 /8% Senior Notes due 2013 of Quebecor World Inc., which are being registered concurrently, is payable.

The co-registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registration Statement shall become effective as provided in Rule 467 under the Securities Act of 1933 or on such date as the Commission, acting pursuant to Section 8(a) of the Act, may determine.

The information in this preliminary short form prospectus is not complete and may be changed. We filed a copy of this preliminary short form prospectus with the Quebec Securities Commission and a registration statement relating to these securities with the Securities and

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Exchange Commission. We may not sell these securities until a receipt for the short form prospectus is received from the Quebec Securities Commission and the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to completion dated January 12, 2004. PROSPECTUS QUEBECOR WORLD CAPITAL CORPORATION Offer to Exchange 7 $200,000,000 Principal Amount of 4 /8% Senior Notes due 2008 and 1 $400,000,000 Principal Amount of 6 /8% Senior Notes due 2013 for 7 $200,000,000 Principal Amount of 4 /8% Senior Notes due 2008 and 1 $400,000,000 Principal Amount of 6 /8% Senior Notes due 2013 That Have Been Registered Under the Securities Act of 1933 The Senior Notes Are Unconditionally Guaranteed By

The Exchange Offer: • We will exchange all old notes that are validly tendered and not validly withdrawn for an equal principal amount of new notes that have been registered.

• You may withdraw tenders of old notes at any time prior to the expiration of the exchange offer.

• The exchange offer expires at 5:00 p.m., New York City time, on , 2004, unless we extend the exchange offer.

The New Notes: • The terms of the new notes to be issued in the exchange offer are substantially identical to the old notes, except that the new notes will be freely tradeable by persons who are not affiliated with us.

• No public market currently exists for the old notes. We do not intend to list the new notes on any securities exchange and, therefore, no active public market is anticipated.

• The new notes, like the old notes, will be senior unsecured obligations of Quebecor World Capital Corporation, will be fully and unconditionally guaranteed by Quebecor World Inc. and will rank:

• pari passu with all other existing and future senior unsecured indebtedness of Quebecor World Capital Corporation;

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document • pari passu with all other senior unsecured indebtedness of Quebecor World Inc.; and

• in effect, pari passu with any senior unsecured debt issued by Quebecor World (USA) Inc.

Investing in the new notes involves risks. See "Risk Factors" beginning on page 13. The offering of the guarantees accompanying the new notes is made by Quebecor World Inc., a foreign issuer that is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this prospectus in accordance with the disclosure requirements of Canada. Prospective investors should be aware that such requirements are different from those of the United States. The financial statements included or incorporated herein have been prepared in accordance with Canadian generally accepted accounting principles, and may be subject to Canadian auditing and auditor independence standards, and thus may not be comparable to financial statements of United States companies. The enforcement by investors of civil liabilities under the federal securities laws may be affected adversely by the fact that Quebecor World Inc. is incorporated or organized under the laws of Canada, that some or all of its officers and directors may be residents of a foreign country, that some or all of the underwriters or experts named in the prospectus may be residents of a foreign country and that all or a substantial portion of the assets of Quebecor World Inc. and said persons may be located outside the United States. Information has been incorporated by reference in this short form prospectus from documents filed with securities commissions or similar authorities in Canada. See "Documents Incorporated by Reference." Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, passed upon the accuracy or adequacy of this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. No securities regulatory authority in Canada has expressed an opinion about these securities and it is an offense to claim otherwise. The date of this prospectus is , 2004 You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state or other jurisdiction where the offer is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.

TABLE OF CONTENTS Industry and Market Data i Enforceability of Civil Liabilities ii Forward-Looking Statements ii Presentation of Financial and Other Information ii Documents Incorporated by Reference iii Summary 1 Risk Factors 13 Business 18 Management 26 Use of Proceeds 27 Capitalization 28 Selected Consolidated Financial Data 29 Non-GAAP Financial Measures 32 Credit Ratings 34 The Exchange Offer 35 Description of the Notes 47 Tax Considerations 65

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Plan of Distribution 69 Legal Matters 69 Independent Auditors 70 Where You Can Find More Information 70 This prospectus incorporates by reference documents that contain important business and financial information about Quebecor World Inc. that is not included in or delivered with this prospectus. These documents are available without charge to security holders upon written or oral request to: Quebecor World Inc., 612 Saint-Jacques Street, Montreal, Quebec, Canada, H3C 4M8, Attention: Vice President, Corporate General Counsel and Secretary, telephone number (514) 954-0101. To obtain timely delivery, holders of the old notes must request these documents no later than five business days before the expiration date. Unless extended, the expiration date is , 2004.

INDUSTRY AND MARKET DATA Market data and certain industry statistics used throughout this prospectus were obtained from internal surveys, market research, publicly available information and industry publications. Industry publications generally state that the information contained therein has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Similarly, internal surveys and industry and market data, while believed to be reliable, have not been i independently verified, and we make no representation as to the accuracy or completeness of such information.

ENFORCEABILITY OF CIVIL LIABILITIES Quebecor World is a corporation incorporated under the laws of Canada. Its controlling persons and a majority of its directors and officers, as well as certain of the experts named in this prospectus, are residents of Canada or other jurisdictions outside of the United States, and all or a substantial portion of their assets and a significant portion of our assets are located outside the United States. We have agreed, in accordance with the terms of the indenture under which the new notes will be issued, to accept service of process in any suit, action or proceeding with respect to the indenture or the new notes brought in any federal or state court located in New York City by an agent designated for such purpose, and to submit to the jurisdiction of such courts in connection with such suits, actions or proceedings. However, it may be difficult for holders of the new notes to effect service within the United States upon directors, officers and experts who are not residents of the United States or to realize in the United States upon judgments of courts of the United States predicated upon civil liability under U.S. federal or state securities laws. We have been advised by Ogilvy Renault, our Canadian counsel, that there is doubt as to the enforceability in Canada against us or against our controlling persons, directors, officers and experts who are not residents of the United States, in original actions or in actions for enforcement of judgments of courts of the United States, of liabilities predicated solely upon U.S. federal or state securities laws.

FORWARD-LOOKING STATEMENTS This prospectus contains both historical and forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, or the Securities Exchange Act. These forward- looking statements are not historical facts but only predictions and generally can be identified by the use of words such as "believe," "expect," "anticipate," "intend," "plan," "foresee" or other words or phrases of similar import. Similarly, statements that describe our objectives, plans or goals also are forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those currently anticipated. Potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements, including the factors described under the heading "Risk Factors," and are cautioned not to place undue reliance on these forward-looking statements to reflect new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the events anticipated in these forward-looking statements might or might not occur. We cannot assure you that projected results or events will be achieved. These forward-looking statements speak only as of the date of this prospectus. We will not update these statements unless required to do so under applicable securities laws.

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Our consolidated financial statements have been prepared in accordance with Canadian GAAP. For a discussion of the principal differences between Canadian GAAP and the accounting principles generally accepted in the United States, or U.S. GAAP, see note 22 to our audited consolidated financial statements for the year ended December 31, 2002. We state our financial statements in United States dollars. In this prospectus, references to Canadian dollars or Cdn$ are to the currency of Canada, and references to U.S. dollars, US$ or $ are to the currency of the United States. ii

In this prospectus we use certain financial measures that are not calculated in accordance with Canadian GAAP or U.S. GAAP to assess our financial performance. We use such non-GAAP financial measures because we believe that they are meaningful measures of our performance. Our method of calculating these non-GAAP financial measures may differ from the methods used by other companies and, as a result, the non-GAAP financial measures presented in this prospectus may not be comparable to other similarly titled measures disclosed by other companies. We provide the calculation of these non-GAAP financial measures as well as other measures and a reconciliation to the most directly comparable GAAP financial measures in the section of this prospectus entitled "Non-GAAP Financial Measures."

DOCUMENTS INCORPORATED BY REFERENCE Important business and financial information is incorporated by reference into this prospectus. The following documents of Quebecor World, which have been filed with the various Canadian provincial securities commissions or similar regulatory authorities in each of the provinces of Canada and with the Securities and Exchange Commission, or the SEC, are incorporated by reference into this prospectus: • the Annual Information Form of Quebecor World Inc. dated May 12, 2003, for the year ended December 31, 2002;

• the audited consolidated financial statements and the notes thereto of Quebecor World Inc. and its subsidiaries as at December 31, 2002 and 2001 and for the years ended December 31, 2002, 2001 and 2000, together with the auditors' report thereon;

• Management's Discussion and Analysis of Financial Condition and Results of Operations of Quebecor World Inc. for the year ended December 31, 2002;

• the Management Proxy Circular dated February 28, 2003 relating to the annual meeting of the shareholders of Quebecor World Inc. held on April 2, 2003 (excluding the Report on Executive Compensation, the Performance Graph and Schedule A—Statement of Corporate Governance Practices);

• the unaudited interim consolidated financial statements of Quebecor World Inc. and its subsidiaries as at September 30, 2003 and for the nine months ended September 30, 2003;

• Management's Discussion and Analysis of Financial Condition and Results of Operations of Quebecor World Inc. for the nine months ended September 30, 2003; and

• the material change reports dated February 6, 2003 and March 19, 2003 (relating to changes in management), March 19, 2003 (relating to the outlook for first quarter 2003), April 28, 2003 and June 6, 2003 (relating to Quebecor World Inc.'s substantial issuer bid) and November 4, 2003 (relating to the issuance of the senior notes).

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document iii Any documents of the type referred to in the preceding paragraphs and any audited consolidated financial statements as well as any material change report (excluding confidential material change reports) subsequently filed by Quebecor World with a securities commission or any similar regulatory authority in any province of Canada after the date of this prospectus and prior to the termination of the distribution shall be deemed to be incorporated by reference into this prospectus. Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus shall be deemed to be modified or superseded, for the purposes of this prospectus, to the extent that a statement contained in this prospectus, or any other subsequently filed document which also is or is deemed to be incorporated by reference in this prospectus, modifies or supersedes that statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. Copies of documents incorporated into this prospectus by reference may be obtained on request without charge from our Vice President, Corporate General Counsel and Secretary at 612 Saint-Jacques Street, Montréal, Québec, Canada, H3C 4M8 (telephone number (514) 954-0101). iv

SUMMARY The following summary highlights selected information from this prospectus to help you understand Quebecor Capital, Quebecor World, the exchange offer and the new notes. For a more complete understanding of Quebecor Capital, Quebecor World, the exchange offer and the new notes, we encourage you to read the entire prospectus carefully. Unless otherwise specified or the context otherwise indicates, references to "Quebecor Capital" mean Quebecor World Capital Corporation, references to "Quebecor World" mean Quebecor World Inc., and references to "we," "us," or "our" mean Quebecor World Inc. and its subsidiaries (including Quebecor Capital).

Overview We are one of the largest commercial print media services companies in the world. For the 12-month period ended September 30, 2003, we had revenues of $6.3 billion. We offer our customers state-of-the-art web offset, gravure and sheetfed printing capabilities in product categories including: magazines, catalogs, retail inserts, specialty printing and direct mail, books, directories and pre-media, logistics and other value-added services. We service our various markets and offer our products through our broad production and distribution network. We have approximately 38,000 employees working in more than 160 printing and related facilities in the United States, Canada, France, the United Kingdom, Belgium, Spain, Austria, Sweden, Finland, Switzerland, Argentina, Peru, Mexico, Brazil, Chile, Colombia and India. We are a market leader in most of our product categories and geographic segments. The diversity and breadth of our customer base, geographic coverage and product segments enhance the overall stability and potential growth of our earnings and cash flow. Our corporate growth strategy focuses on increasing our customer base, markets and scope of services on a global basis through both selective business acquisitions and internal growth. We were incorporated on February 23, 1989 pursuant to the Canada Business Corporations Act to combine the assets constituting what was then the printing division of our parent, Quebecor Inc. Our registered and principal office is located at 612 Saint-Jacques Street, Montreal, Québec, Canada H3C 4M8, our telephone number is (514) 954-0101, and our web site address is www.quebecorworld.com. The information on our website is not incorporated by reference in this prospectus. Quebecor Capital's principal office is located at 340 Pemberwick Road, Greenwich, Connecticut 06831 and its registered office is located at 1209 Orange Street, Wilmington, Delaware 19801. Quebecor Capital's telephone number is (203) 532-4200. 1

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Corporate Structure The following organizational chart shows our principal subsidiaries, their jurisdiction of incorporation or continuation and our ownership interest in each such subsidiary. We do not own or control, directly or indirectly, any non-voting securities of those subsidiaries. Except with respect to Quebecor Capital, subsidiaries whose total assets and revenues represented (a) individually, less than 10% of our consolidated assets and revenues as at September 30, 2003 and (b) in the aggregate, less than 20% of our consolidated assets and revenues as at September 30, 2003, have not been included.

Quebecor Capital Quebecor Capital was incorporated in Delaware on December 19, 1996. It is an indirect 100% owned subsidiary of Quebecor World. Quebecor World (USA) Inc., or Quebecor World (USA), a Delaware corporation and indirect 100% owned subsidiary of Quebecor World, owns 100% of the issued and outstanding shares of capital stock of Quebecor Capital, consisting of 1,000 shares of common stock. Quebecor Capital has no independent operations and, as a finance company, its primary purpose is the financing of other subsidiaries or affiliates of Quebecor World in the United States. Excluding the old notes issued by Quebecor Capital on November 3, 2003, which old notes may be exchanged for new notes as described in this prospectus, Quebecor Capital has issued other outstanding public and private indebtedness comprised of an aggregate of $621.0 million of privately placed notes and $300.0 million of public notes. Quebecor Capital does not plan to carry on other operations or to have any subsidiaries. It does not expect to make any annual or other reports publicly available. Quebecor Capital does not produce its own financial results; the financial results of Quebecor Capital are included in the consolidated financial results of Quebecor World. 2

Relationship to Quebecor Inc. We are a publicly traded subsidiary of Quebecor Inc. Quebecor Inc.'s other significant direct subsidiary is Quebecor Media Inc., whose holdings include Sun Media Corporation, Vidéotron Ltée and TVA Group Inc. As of September 30, 2003, Quebecor Inc. held 46.9 million of our multiple voting shares and none of our subordinate voting shares. All of our shares have an equal economic interest.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Each of our subordinate voting shares carries the right to one vote and each of our multiple voting shares carries the right to ten votes. Therefore, as of September 30, 2003, Quebecor Inc. controlled 35.6% of the economic interest and 84.6% of the voting interest in Quebecor World. Neither Quebecor Inc. nor Quebecor Media Inc. (or any of its subsidiaries) is an obligor or a guarantor of our obligations under the notes being offered pursuant to this prospectus.

Management We reorganized our management team in the first quarter of 2003 with the appointment of Jean Neveu as President and Chief Executive Officer and the introduction of Claude Hélie as Executive Vice President and Chief Financial Officer. The strategic focus of the new management team is to consolidate our operations, improve our efficiency and reduce our costs. Mr. Neveu has a long and successful history with us, having served as our President and Chief Executive Officer from 1989 until 1997 and as Chairman of our board of directors from 1989 until 2002. Mr. Hélie had served as Executive Vice-President and Chief Financial Officer of Quebecor Inc. since April 2000. Prior to that, he was Vice-President and Chief Financial Officer at Donohue Inc., a pulp and paper company.

Recent Developments Review of Third Quarter 2003 Results In conjunction with this summary of the results of our third quarter ended September 30, 2003, you should read the complete text of our "Management's Discussion and Analysis of Financial Condition and Results of Operations" for the nine months ended September 30, 2003, which is incorporated by reference into this prospectus. Certain financial measures used herein to assess our financial performance are not calculated in accordance with Canadian GAAP or U.S. GAAP. Please see the section of this prospectus entitled "Non-GAAP Financial Measures" for a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures. For the third quarter of 2003, we reported net income of $59.7 million or $0.38 diluted earnings per share. This compares to net income of $98.5 million or $0.64 diluted earnings per share in the third quarter of last year. Operating income was $125.0 million in the quarter compared to $167.9 million during the same period in 2002. Revenues for the quarter were $1.59 billion compared to $1.62 billion during the same period last year. A challenging economic environment is reflected in our results. Weak advertising spending and over-capacity are continuing to have a negative impact on pricing in all of our business segments which has affected overall margins. However, we believe our strategy of reducing costs, improving efficiencies and securing volume should pay off. We continued to implement our rigorous cost containment program during the third quarter. As part of these initiatives, we reduced our workforce by 1,174 employee positions in the first nine months of 2003. In the third quarter, selling, general and administrative expenses decreased by $13.9 million compared to the same period last year, of which $8.1 million resulted from restructuring initiatives implemented in 2003 including the reduction of our workforce, the consolidation of corporate functions and the relocation of certain sales offices into plants. For the first nine months of 2003, selling, general and administrative expenses were reduced by $22.6 million, excluding bad debt, the impact of currency 3 translation and other specific charges. Going forward we will continue to review our global platform in order to find opportunities to permanently lower our cost base and improve efficiencies. We are focused on maintaining our existing client relationships and increasing volume in all of our product segments. In the third quarter we announced contract renewals, extensions and new business relationships with Williams Sonoma, Bauer, United Stationers, Dex Media East and QwestDex. In North America, revenue for the third quarter was $1.28 billion compared to $1.32 billion in the third quarter of 2002. Price erosion caused by over-capacity in the North American print industry, which continues to affect most of our lines of business, resulted in a reduced operating margin of 8.4% compared to 11.9% during the same period last year. Some segments, such as retail and logistics, experienced increases in volume but these were offset by volume reductions in the book/directory group and in the magazine/catalog offset. Despite important contract wins during the third quarter, these results reflect the difficult magazine advertising market, as well as book publishers' desire to reduce inventories.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document In Europe, revenues increased in the third quarter to $267.7 million compared to $248.5 million last year, primarily due to the positive impact of currency translation. The European print market is also suffering from price pressure due to excess capacity resulting in reduced margins in most countries with the exception of the United Kingdom. In Latin America, revenues for the quarter were $40.2 million compared to $45.2 million in the third quarter of 2002. Operating income and margins were affected by price erosion and over-capacity. This was particularly evident in Peru and Brazil. We are seeing improving results at our operations in Mexico, Colombia and Argentina. Free cash flow from operations for the third quarter of 2003 amounted to $14.0 million compared to $97.4 million for the same quarter last year. Working capital was $23.6 million at September 30, 2003, compared to a deficiency of $39.0 million at September 30, 2002, primarily due to lower levels of trade payables. Credit Ratings Moody's Investors Services, Inc., or Moody's, announced on October 24, 2003 that they have placed their ratings of the senior unsecured indebtedness of Quebecor World, Quebecor Capital and Quebecor World (USA) under review for possible downgrade. Moody's currently rates our senior unsecured indebtedness at Baa2. In addition, as of October 24, 2003, Dominion Bond Rating Service Limited, or DBRS, has downgraded its rating of Quebecor World's senior unsecured indebtedness from BBB to BBB (low) with a stable trend. On October 22, 2003, Standard & Poor's Ratings Services, or S&P, confirmed its rating of BBB- with stable outlook for Quebecor World's senior unsecured indebtedness. See the section of this prospectus entitled "Credit Ratings." 4

The Exchange Offer 7 1 On November 3, 2003, Quebecor Capital sold its 4 /8% Senior Notes due 2008 and its 6 /8% Senior Notes due 2013 in a private placement exempt from the registration requirements of the Securities Act, and the initial purchasers of these old notes then resold them in reliance on other exemptions from the registration requirements of the Securities Act. Consequently, the old notes are subject to transfer restrictions under the Securities Act. Quebecor Capital and Quebecor World, the guarantor of the old notes, entered into a registration rights agreement with the initial purchasers. Under the registration rights agreement, Quebecor Capital and Quebecor World agreed, among other things, to deliver to you this prospectus and to keep the exchange offer open for not less than 30 days (or, in each case, longer if required by applicable law) after the date notice of the exchange offer is mailed to the holders of the old notes. In addition, we agreed that if the exchange offer is not completed by May 3, 2004, we will file, and use our best efforts to cause to become effective, a shelf registration statement covering the resale of the old notes. You are entitled to exchange in the exchange offer your old notes for new notes, which are identical in all material respects to the old notes except that: • the new notes have been registered under the Securities Act and will be freely tradeable by persons who are not affiliated with us;

• the new notes are not entitled to the rights that are applicable to the old notes under the registration rights agreement; and

• our obligation to pay special interest on the old notes if (a) the exchange offer registration statement that includes this prospectus is not declared effective by April 1, 2004 or (b) if the exchange offer is not consummated by May 3, 2004, in each case at incremental rates ranging from .25 % per annum to 1.0 % per annum, depending on how long we fail to comply with these deadlines, does not apply to the new notes.

We are offering to exchange up to $200,000,000 aggregate principal 7 amount of our new 4 /8% senior notes due 2008 and up to $400,000,000 The Exchange Offer 1 aggregate principal amount of our new 6 /8% senior notes due 2013, which have been registered under the Securities Act, for up to

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 7 $200,000,000 aggregate principal amount of our old 4 /8% senior notes due 2008 and up to $400,000,000 aggregate principal amount of our old 1 6 /8% senior notes due 2013, which were issued on November 3, 2003 pursuant to a private placement offering. Old notes may be exchanged for new notes only in integral multiples of US$1,000.

Based on interpretations by the staff of the SEC set forth in no-action letters issued to third parties, we believe that the new notes issued in the exchange offer may be offered for resale, resold and otherwise Resale of the New Notes transferred by you (unless you are our "affiliate" within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery requirements of the Securities Act, provided that you are:

• acquiring the new notes in the ordinary course of business;

not participating, do not intend to participate, and have no • arrangement or understanding with any person to participate in the distribution of the new notes; and

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not a broker-dealer who purchased your old notes directly from us • for resale pursuant to Rule 144A or any other available exemption under the Securities Act.

We do not intend to seek our own no-action letter, and there is no assurance that the SEC staff would make a similar determination with respect to the new notes. If this interpretation is inapplicable and you transfer any new notes issued to you in the exchange offer without delivering a prospectus or without an exemption under the Securities Act, you may incur liability under the Securities Act. We do not assume or indemnify you against this liability.

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

Any holder of old notes who:

• is our "affiliate" as defined in Rule 405 under the Securities Act;

does not acquire the new notes in the ordinary course of its • business;

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document tenders in the exchange offer with the intention to participate, or for • the purpose of participating, in a distribution of the new notes; or

is a broker-dealer that purchased old notes from us to resell them • pursuant to Rule 144A or any other available exemption under the Securities Act,

cannot rely on the position of the SEC staff expressed in the no-action letters described above and, in the absence of an exemption, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the resale of the new notes.

The exchange offer will expire at 5:00 p.m., New York City time, Expiration of Exchange on , 2004, unless we decide to extend the Offer expiration date.

You may withdraw the tender of your old notes at any time prior to Withdrawal Rights 5:00 p.m., New York City time, on the expiration date.

Accrued Interest on the The new notes will bear interest from the most recent date to which New Notes and the interest has been paid on the old notes or, if no interest has been paid on Outstanding Notes the old notes, from November 3, 2003.

The exchange offer is subject to customary conditions, some of which we Conditions to the may waive. See "The Exchange Offer—Conditions to the Exchange Exchange Offer Offer."

6

If you wish to exchange your old notes for new notes pursuant to the exchange offer, you must complete, sign and date the letter of transmittal according to the instructions contained in this prospectus and the letter of transmittal. You must also mail or otherwise deliver the letter of Procedures for transmittal, together with your old notes and any other required Tendering Old Notes documents, to the exchange agent at the address set forth on the cover of the letter of transmittal. If you hold old notes through The Depository Trust Company, or DTC, and wish to participate in the exchange offer, you must comply with the Automated Tender Offer Program procedures of DTC, by which you will agree to be bound by the letter of transmittal.

By signing or agreeing to be bound by the letter of transmittal, you will represent to us that, among other things:

• you are acquiring the new notes in the ordinary course of business;

you have no arrangement or understanding with any person to • participate in the distribution of the new notes;

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document if you are a broker-dealer that will receive new notes for your own account in exchange for old notes that were acquired as a result of • market-making or other trading activities, you will deliver a prospectus, as required by law, in connection with any resale of the new notes; and

you are not our "affiliate" as defined in Rule 405 under the • Securities Act.

See "The Exchange Offer—Procedures for Tendering Old Notes."

If you own a beneficial interest in old notes that are registered in the name of a broker, dealer, commercial bank, trust company or other Special Procedures for nominee or custodian, and you wish to tender your old notes in the Beneficial Owners exchange offer, you should contact the registered holder as soon as possible and instruct the registered holder to tender on your behalf.

If you wish to tender your old notes and your old notes are not immediately available or you cannot deliver your old notes, the letter of transmittal or any other documents required by the letter of transmittal to the exchange agent or comply with the applicable procedures under Guaranteed Delivery DTC's Automated Tender Offer Program by the expiration date, you must Procedures tender your old notes pursuant to the guaranteed delivery procedures described in this prospectus under the heading "The Exchange Offer—Procedures for Tendering Old Notes—Guaranteed Delivery Procedures."

All unexchanged old notes will continue to be subject to transfer restrictions. In general, the old notes may not be offered or sold unless Consequences of registered under the Securities Act or pursuant to an exemption from Failure to Exchange the registration under the Securities Act and applicable state securities laws. Old Notes for the Therefore, the market for secondary resales of any unexchanged old New Notes notes is likely to be minimal. Other than in connection with the exchange offer, we do not currently anticipate that we will register the old notes under the Securities Act. 7 The exchange of the old notes for the new notes will generally not be a Federal Income Tax taxable event for U.S. federal income tax purposes. See "Tax Consequences Considerations—U.S. Federal Income Tax Considerations." We will not receive any cash proceeds from the issuance of the new notes in the exchange offer. We will pay all expenses incident to the exchange Use of Proceeds offer. See "Use of Proceeds" and "The Exchange Offer—Fees and Expenses." Exchange Agent for Citibank, N.A. is the exchange agent for the exchange offer. Notes

The New Notes

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The summary below describes the principal terms of the new notes. Some of the terms and conditions below are subject to important limitations and exceptions. The "Description of the Notes" section of the prospectus contains a more detailed description of the terms and conditions of the new notes. Issuer Quebecor World Capital Corporation, a Delaware corporation.

7 $200,000,000 aggregate principal amount of 4 /8% senior notes due 2008 1 Notes Offered and $400,000,000 aggregate principal amount of 6 /8% senior notes due 2013.

7 2008 notes—4 /8% per annum. Interest Rates 1 2013 notes—6 /8% per annum.

The old notes are, and the new notes will be, fully and unconditionally Guarantees guaranteed as to payment of principal, premium, if any, and interest on a senior unsecured basis by Quebecor World.

2008 notes—November 15, 2008. Maturity Dates 2013 notes—November 15, 2013.

Interest Payment Dates May 15 and November 15 of each year, beginning on May 15, 2004.

The old notes are, and the new notes will be, senior unsecured obligations of Quebecor Capital. The old notes rank, and the new notes will rank, pari passu with all other existing and future senior unsecured indebtedness of Quebecor Capital, and the old notes are, and the new notes will be, effectively subordinated to all existing and any future Ranking secured debt of Quebecor Capital to the extent of the assets securing such debt. As of September 30, 2003, after giving effect to the offering of the old notes and the application of the net proceeds as described under "Use of Proceeds," Quebecor Capital would have had $1,521.0 million of senior unsecured debt and no secured debt.

The guarantees of the old notes are, and the guarantees of the new notes will be, senior unsecured obligations of Quebecor World. The guarantees of the old notes rank, and the guarantees of the new notes will rank, pari passu with all other senior unsecured indebtedness of Quebecor World, and the guarantees of the old notes are, and the guarantees of the new notes will be, effectively subordinated to all existing and any future secured debt of Quebecor World to the extent of the assets securing such debt. The guarantees of the old notes are, and the guarantees of the new notes will be, effectively subordinated to any existing and future liabilities of all subsidiaries of Quebecor World other than Quebecor Capital. As of September 30, 2003, after giving effect to the offering of the old notes and the application of the net proceeds as described under "Use of Proceeds," Quebecor World would have had $276.0 million of senior unsecured debt and no secured debt.

8

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Quebecor Capital advanced the proceeds of the offering of the old notes to Quebecor World (USA), an indirect wholly-owned subsidiary of Quebecor World, and Quebecor World (USA) issued to Quebecor Capital notes with payment terms substantially identical to the payment terms of the notes issued in that offering. Consequently, the old notes rank, and the new notes will rank, in effect, pari passu with any senior unsecured debt issued by Quebecor World (USA). As of September 30, 2003, after giving effect to the offering of the old notes and the application of the net proceeds as described under "Use of Proceeds," the subsidiaries of Quebecor World (other than Quebecor Capital and Quebecor World (USA)) would have had $275.1 million of debt, $83.4 million of which would have been senior secured debt. As of September 30, 2003, after giving effect to the offering of the old notes and the application of the net proceeds as described under "Use of Proceeds," Quebecor World (USA) would have had $183.6 million of senior unsecured debt (excluding intercompany debt) outstanding.

The indenture governing the notes limits the ability of Quebecor Capital Covenants and Quebecor World to:

• create liens; • enter into sale and leaseback transactions; • merge, amalgamate or consolidate; and • transfer or sell all or substantially all of their assets.

These covenants are subject to important qualifications and exceptions. For more details, see the section entitled "Description of the Notes—Covenants."

We may redeem all or a portion of the notes at any time, in whole or in part, before their maturity at the prices described in the section of this Optional Redemption prospectus entitled "Description of the Notes—Optional Redemption of Notes."

All payments made by or on behalf of Quebecor Capital or Quebecor World with respect to the notes will be made without withholding or deduction for Canadian taxes unless required by law. If we are required by law to withhold or deduct for Canadian taxes with Additional Amounts respect to a payment to the holders of notes, we will pay the additional amounts necessary so that the net amount received by the holders of notes after the withholding is not less than the amount that they would have received in the absence of the withholding. See "Description of the Notes—Payment of Additional Amounts."

9

Tax Redemption We may also redeem the notes, in whole but not in part, at any time at

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 100% of the principal amount of the notes plus accrued and unpaid interest and special interest, if any, to the date of redemption in the event of changes affecting Canadian withholding taxes that would require Quebecor Capital or Quebecor World to pay additional amounts to holders of the notes. See "Description of the Notes—Redemption for Changes in Withholding Taxes."

The old notes are not presently listed on any securities exchange nor are they quoted on any quotation system. The new notes are a new issue of securities, and currently there is no market for them. We do not intend to apply for the new notes to be listed on any securities exchange or to Absence of an arrange for any quotation system to quote them. The initial purchasers Established Market for have advised us that they intend to make a market for the new notes, but the Notes they are not obligated to do so. The initial purchasers may discontinue any market-making in the new notes at any time in their sole discretion. Accordingly, we cannot assure you that a liquid market will develop for the new notes.

For a discussion of the possible U.S. federal income tax consequences of an investment in the new notes, see "Tax Considerations." You should Tax Consequences consult your own tax advisor to determine the U.S. federal, state, local and other tax consequences of an investment in the notes.

We will not receive any cash proceeds from the issuance of the new notes Use of Proceeds in the exchange offer. See "Use of Proceeds."

You should carefully consider the information set forth in the section Risk Factors entitled "Risk Factors" and the other information included in this prospectus in deciding whether to invest in the new notes.

The notes and the indenture relating to the notes are governed by Governing Law New York law. 10

Summary Consolidated Financial Data The following table sets forth a summary of certain of our historical consolidated financial data for the dates and periods indicated and should be read in conjunction with our consolidated financial statements and related notes thereto and "Management's Discussion and Analysis of Financial Condition and Results of Operations" which are incorporated by reference into this prospectus. The summary historical consolidated financial data for the three financial years ended December 31, 2000, 2001 and 2002 is derived from our audited consolidated financial statements. The summary historical financial data for the nine months ended September 30, 2002 and 2003 is derived from our unaudited interim consolidated financial statements, and, in the opinion of management, present fairly the financial information for such period. Our historical results are not necessarily indicative of the results that may be expected for any other period or for a full year. We prepare our consolidated financial statements in accordance with Canadian GAAP which differs from U.S. GAAP. There are differences between our financial results under Canadian GAAP and U.S. GAAP. You should refer to note 22 of our audited consolidated financial statements for the year ended December 31, 2002 incorporated by reference into this prospectus for a description of material differences between Canadian GAAP and U.S. GAAP as they relate to our annual financial statements. Certain reclassifications have been made to prior years' amounts in order to conform with the basis of presentation adopted in 2003.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Certain financial measures used in this summary are not calculated in accordance with Canadian GAAP or U.S. GAAP. You should refer to the section of this prospectus entitled "Non-GAAP Financial Measures" for the calculations of the non-GAAP financial measures used in this prospectus and a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures.

Nine Months Ended Year Ended December 31, September 30, (in millions of $) 2000 2001 2002 2002 2003

(Unaudited)

Income Statement Data: Revenues North America $ 5,518.9 $ 5,268.1 $ 5,078.6 $ 3,714.8 $ 3,700.9 Europe 890.4 891.3 982.3 699.3 794.2 Latin America 112.0 161.4 183.0 135.2 128.4 Inter-Segment and other (0.2) (0.7) (1.9) (0.7) 1.3

Total 6,521.1 6,320.1 6,242.0 4,548.6 4,624.8 Impairment of assets, restructuring and other charges (2.7) 270.0 19.6 — 76.8 Operating income 727.5 347.8 543.2 402.5 163.5 Financial expenses 231.5 208.8 170.2 127.5 137.2 Net income(1) 295.4 22.4 279.3 208.7 22.5

Balance Sheet Data (as at period end): Cash and cash equivalents $ 52.7 $ 85.5 $ 2.7 $ 1.4 $ 17.3 Property, plant and equipment, net of accumulated 2,683.0 2,634.0 2,610.6 2,635.1 2,586.1 depreciation Goodwill 2,459.5 2,470.7 2,514.3 2,493.3 2,562.3 Total assets 6,520.8 6,189.2 6,207.4 6,351.1 6,337.8 Total debt(2) 2,211.8 2,132.3 1,822.4 2,094.8 2,269.6 Shareholders' equity 2,473.9 2,473.2 2,703.8 2,617.3 2,548.3

11

Other Financial Data and Ratios: Depreciation of property, plant and equipment $ 325.3 $ 314.9 $ 313.2 $ 233.3 $ 247.9 Amortization of deferred charges 19.8 22.9 22.4 16.4 18.8

345.1 337.8 335.6 249.7 266.7

Operating income before depreciation and $ 1,072.6 $ 685.6 $ 878.8 $ 652.2 $ 430.2 amortization Cash provided from operating activities 917.8 576.5 513.4 212.6 65.5 Additions to property, plant and equipment (cash 242.2 278.3 184.5 140.9 205.6 only) Ratio of earnings to fixed charges (rolling 3.2x 1.7x 3.1x 1.5x 1.7x 12 months)(3)

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (1) Effective January 1, 2002, we implemented the Canadian Institute of Chartered Accountants Handbook Section 3062, Goodwill and Other Intangible Assets. The new standard requires that goodwill and intangible assets with indefinite lives no longer be amortized, but instead be tested for impairment at least annually. At January 1, 2002, we had unamortized goodwill in the amount of $2,470.7 million under Canadian GAAP, which is no longer being amortized. This change in accounting policy is not applied retroactively and the amounts presented for the prior periods have not been restated for this change. If this change in accounting policy were applied to the reported statements of income for the prior periods, the impact of the change, in respect of goodwill not being amortized, would be as follows:

Nine Months Ended Year Ended December 31, September 30,

(in millions of $) 2000 2001 2002 2002 2003

(unaudited)

Net income $ 295.4 $ 22.4 $ 279.3 $ 208.7 $ 22.5 Goodwill amortization, net of income taxes 60.5 61.4 — — —

Net income before goodwill amortization $ 355.9 $ 83.8 $ 279.3 $ 208.7 $ 22.5

(2) Total debt includes bank indebtedness, current portion of long-term debt and convertible notes, long-term debt and convertible notes.

(3) For the purpose of calculating the ratio of earnings to fixed charges based on Canadian GAAP figures, (a) earnings consist of income before income taxes, fixed charges and amortization of capitalized interest, less interest capitalized and the minority interest in pre-tax income of subsidiaries that have not incurred fixed charges and (b) fixed charges consist of interest expensed and capitalized, plus amortized premiums, discounts and capitalized expenses relating to indebtedness and an estimate of the interests within rental expense.

The ratio of earnings to fixed charges based on figures resulting from the reconciliation to U.S. GAAP as disclosed in footnote 22 of the audited consolidated financial statements for the year ended December 31, 2002 and including goodwill amortization within earnings as defined would be the following:

Year Ended December 31,

2000 2001 2002 Ratio of earnings to fixed charges under U.S. GAAP (rolling 12 months) 2.9x 1.3x 3.2x 12

RISK FACTORS An investment in the new notes involves risk. You should consider carefully the risks described below as well as the other information and data included in and incorporated by reference into this prospectus before deciding to invest in the notes. Risks Relating to Our Business Our revenue is subject to cyclical and seasonal variations. Our business is sensitive to general economic cycles and may be adversely affected by the cyclical nature of the markets we serve, as well as by local, regional, national and global economic conditions.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The operations of our business are seasonal, with approximately two-thirds of historical operating income recognized in the third and fourth quarters of the fiscal year, primarily as a result of the higher number of magazine pages, new product launches and back-to- school, retail and holiday catalog promotions. Within any year, this seasonality could adversely affect our cash flows and results of operations. We operate in a highly competitive industry. The industry that we operate in is highly competitive in most product categories and geographic regions. Competition is largely based on price, quality, range of services offered, distribution capabilities, customer service, availability of printing time on appropriate equipment and state-of-the-art technology. We compete for commercial business not only with large national printers, but also with smaller regional printers. Over the past two years, our industry has experienced a reduction in demand for printed materials and our industry is currently experiencing excess capacity. Further, some of the industries that we service have been subject to consolidation efforts, leading to a smaller number of potential customers. Primarily as a result of this excess capacity and customer consolidation, there has been, and may continue to be, downward pricing pressure and increased competition in the printing industry. Any failure by us to compete effectively in the markets we serve could have a material adverse effect on our results of operations, financial condition and cash flows. Our prices, sales volumes and results of operations may fluctuate based on market factors. We are not able to predict market conditions and only have a limited ability to effect changes in market conditions for our printing services. We cannot assure that prices and demand for printing services will not decline from current levels. Changes to the level of supply and demand could cause our prices to continue to decline, and prolonged periods of low prices, weak demand and/or excess supply could have a material adverse effect on our business growth, results of operations and liquidity. Our growth strategy depends, in part, upon growth through acquisitions, making us vulnerable to financing risks and the challenges of integrating new operations into our own. Although we are not currently pursuing acquisition opportunities, our growth depends, in part, upon acquisitions. We cannot assure you that future acquisition opportunities will exist on acceptable terms, that any newly acquired companies will be successfully integrated into our operations or that we will fully realize the intended results of any acquisitions. We may issue subordinate voting shares and/or we may incur additional long-term indebtedness in order to finance all or a portion of the consideration to be paid in future acquisitions. We cannot assure you that we will be able to secure any such financing upon acceptable terms. While we continuously evaluate opportunities to make strategic acquisitions, we have no present commitments or agreements with respect to any material acquisitions. 13

We operate in a capital intensive industry. Because production technologies continue to evolve, we must make capital expenditures to maintain our facilities and we may be required to make significant capital expenditures to remain technologically and economically competitive. We may be required to invest significant capital in improving our production technology in order to remain competitive. If we cannot obtain adequate capital, our business, operating results and financial condition may be adversely affected. We are controlled by Quebecor Inc. Quebecor Inc., directly and through a wholly owned subsidiary, currently holds 84.6% of the voting interest in Quebecor World. As a result, Quebecor Inc. is able to exercise significant influence over our business and affairs and has the power to determine all matters requiring shareholder approval, including the election of directors and the approval of significant corporate transactions. The interests of Quebecor Inc. may conflict with the interests of the holders of notes. We may be adversely affected by increases in the cost of raw materials. The primary raw materials that we use in the operation of our business are paper, ink and natural gas. The prices of paper and natural gas are volatile and price changes may cause significant fluctuations in our operating margins and, in the case of paper only, our revenues. We believe that we have adequate allocations with paper and ink suppliers to meet the needs of our customers, but we cannot assure you that we will be able to obtain such materials in the future from these or other suppliers in such amounts, at the prices and within the time frames we require. Our inability to obtain paper and ink on acceptable terms when needed could materially increase our costs or disrupt our operations. We may be adversely affected by strikes and other labor protests.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document We have 70 collective bargaining agreements and approximately 10,850 unionized employees in North America. While our relations with our employees have been stable to date and there has not been any material disruption in our operations resulting from labor disputes, we cannot assure you that we will be able to maintain a productive and efficient labor environment. We cannot predict the outcome of any future negotiations relating to the renewal of our collective bargaining agreements, nor can we assure you that we will not experience work stoppages, strikes or other forms of labor protests pending the outcome of any future negotiations. Any strikes or other forms of labor protests in the future could disrupt our operations and have a material impact on our business, financial condition or operating results. We may be adversely affected by interest rates and foreign exchange rates. We are exposed to market risks resulting from changes in interest rates and foreign exchange rates. We attempt to minimize this exposure by having a balanced variety of debt maturities as well as a combination of fixed and variable rate obligations. In addition, we enter into interest rate swap agreements to manage our interest rate exposure. We also have entered into foreign exchange forward contracts and cross-currency interest rate swaps to hedge the settlement of raw materials and equipment purchases, to set the exchange rate for foreign-denominated sales and to manage our foreign exchange exposure on net investments. There can be no assurance that these measures will be effective in the management of our interest rate and foreign exchange risk in the future. We are subject to environmental regulation. We are subject to regulation under various laws and regulations relating to the environment and to employee health and safety. These environmental regulations relate to the generation, storage, 14 transportation, disposal and emission into the environment of various substances. Permits are required for the operation of our business (particularly air emission permits), and these permits are subject to renewal, modification and, in certain circumstances, revocation. We are also subject to regulation under various federal, state, provincial and local laws which allow regulatory authorities to compel (or seek reimbursement for) cleanup of environmental contamination at currently owned or operated sites and at facilities where our waste is or has been disposed. We expect to incur ongoing capital and operating costs to maintain compliance with applicable environmental laws. We cannot predict the environmental legislation or regulations that may be enacted in the future or how existing or future laws or regulations will be administered or interpreted. Compliance with more stringent laws or regulations, as well as more vigorous enforcement policies of the regulatory agencies or stricter interpretation of existing laws, may require additional expenditures by us, some or all of which may be material. Risks Relating to the Notes If you do not properly tender your old notes, you will not receive new notes in the exchange offer, and you may not be able to sell your old notes. We registered the new notes, but not the old notes, under the Securities Act. The old notes may not be offered or sold except pursuant to an exemption from the registration of the Securities Act and applicable state securities laws or pursuant to an effective registration statement. We will issue new notes only in exchange for old notes that are timely received by the exchange agent, together with all required documents, including a properly completed and duly signed letter of transmittal. Therefore, you should allow sufficient time to ensure timely delivery of the old notes, and you should carefully follow the instructions on how to tender your old notes. Neither we nor the exchange agent is required to tell you of any defects or irregularities with respect to your tender of the old notes. If you do not tender your old notes or if we do not accept your old notes because you did not tender your old notes properly, then, after we consummate the exchange offer, you will continue to hold old notes that are subject to the existing transfer restrictions. In general, you may not offer or sell the old notes unless they are registered under the Securities Act or offered or sold in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and applicable state securities laws. Although we may in the future seek to acquire unexchanged old notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise, we have no present plans to acquire any unexchanged old notes or to file with the SEC a shelf registration statement to permit resales of any unexchanged old notes. In addition, holders who do not tender their old notes, except for initial purchasers or holders of old notes who are prohibited by applicable law or SEC policy from participating in the exchange offer or may not resell the new notes acquired in the exchange offer without delivering a prospectus and this prospectus is not appropriate or available for such resales by such holders, will not have any further registration rights and will not have the right to receive special interest on their old notes. The market for the old notes may be significantly more limited after the exchange offer.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Because we anticipate that most holders of old notes will elect to exchange their old notes, we expect that the liquidity of the market for any old notes remaining after the completion of the exchange offer may be substantially limited. Any old notes tendered and exchanged in the exchange offer will reduce the aggregate principal amount of the old notes outstanding. Accordingly, the liquidity of the market for any old notes could be adversely affected and you may be unable to sell them. The extent of the market for the old notes and the availability of price quotations would depend on a number of factors, including the number of holders of old notes remaining outstanding and the interest of securities firms in maintaining a market in the old notes. An issue of securities with a smaller 15 number of units available for trading may command a lower, and more volatile, price than would a comparable issue of securities with a larger number of units available for trading. Therefore, the market price for the old notes that are not exchanged may be lower and more volatile as a result of the reduction in the aggregate principal amount of the old notes outstanding. Our indebtedness and significant interest payment requirements could adversely affect our financial condition and prevent us from fulfilling our obligations under the notes. After giving effect to the offering of the old notes and the application of the net proceeds as described under "Use of Proceeds," as of September 30, 2003, we and our consolidated subsidiaries would have had total debt of $2,310.1 million. Our credit facility, the indenture governing the old notes and the new notes and the terms and conditions of our other existing indebtedness will permit us or our consolidated subsidiaries to incur or guarantee additional indebtedness, including secured indebtedness in some circumstances. Our degree of leverage could have significant consequences, including the following: • make it more difficult for us to satisfy our obligations with respect to the notes;

• increase our vulnerability to general adverse economic and industry conditions;

• require us to dedicate a substantial portion of our cash flow from operations to making interest and principal payments on our indebtedness;

• limit our ability to fund capital expenditures, working capital and other general corporate purposes;

• limit our flexibility in planning for, or reacting to, changes in our businesses and the industry in which we operate, including cyclical downturns in our industry;

• place us at a competitive disadvantage compared to our competitors that have less debt; and

• limit our ability to borrow additional funds on commercially reasonable terms, if at all.

Although these notes are referred to as "senior notes," they will be effectively subordinated to our secured indebtedness. Like the old notes and the guarantees of the old notes, the new notes and the guarantees of the new notes are unsecured and will therefore be effectively subordinated to any secured indebtedness that Quebecor Capital and Quebecor World may incur to the extent of the assets securing such indebtedness. In the event of a bankruptcy or similar proceeding involving Quebecor Capital or Quebecor World, the assets which serve as collateral for any secured indebtedness will be available to satisfy the obligations under the secured indebtedness before any payments are made on the notes. After giving effect to the offering of the old notes and the application

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document of the net proceeds as described under "Use of Proceeds," as of September 30, 2003, we and our consolidated subsidiaries would have had $2,310.1 million of debt outstanding, $83.4 million of which would have been senior secured debt. The guarantees of the notes will be effectively subordinated to the debt of our subsidiaries. Quebecor World's subsidiaries will not guarantee the notes. Therefore, the guarantees of the notes will be effectively subordinated to all of the liabilities of our subsidiaries other than Quebecor Capital. The creditors of those subsidiaries will have the right to be paid before payment on the guarantees to the holders of the notes from any cash received or held by those subsidiaries. In the event of bankruptcy, liquidation or dissolution of a subsidiary, following payment by the subsidiary of its liabilities, the subsidiary may not have sufficient assets to make payments to us. After giving effect to the offering of the old notes and the application of the net proceeds as described under "Use of 16

Proceeds," as of September 30, 2003, the aggregate amount of indebtedness (excluding trade payables) of Quebecor World's subsidiaries other than Quebecor Capital was $569.0 million. For a description of the ranking of the old notes and the new notes, see "Description of the Notes—Ranking." Canadian bankruptcy and insolvency laws may impair the trustee's ability to enforce the guarantees. The rights of the trustee who represents the holders of the notes to enforce remedies could be delayed by the restructuring provisions of applicable Canadian federal bankruptcy, insolvency and other restructuring legislation if the benefit of such legislation is sought with respect to us. For example, both the Bankruptcy and Insolvency Act (Canada) and the Companies' Creditors Arrangement Act (Canada) contain provisions enabling an insolvent person to obtain a stay of proceedings against its creditors and to file a proposal to be voted on by the various classes of its affected creditors. A restructuring proposal, if accepted by the requisite majorities of each affected class of creditors, and if approved by the relevant Canadian court, would be binding on all creditors within each affected class, including those creditors that did not vote to accept the proposal. Moreover, this legislation, in certain instances, permits the insolvent debtor to retain possession and administration of its property, subject to court oversight, even though it may be in default under the applicable debt instrument, during the period that the stay against proceedings remains in place. The powers of the court under the Bankruptcy and Insolvency Act (Canada), and particularly under the Companies' Creditors Arrangement Act (Canada), have been interpreted and exercised broadly so as to protect a restructuring entity from actions taken by creditors and other parties. Accordingly, we cannot predict whether payments under the guarantees would be made during any proceedings in bankruptcy, insolvency or other restructuring, whether or when the trustee could exercise its rights under the indenture governing the notes or whether and to what extent holders of the notes would be compensated for any delays in payment, if any, of principal, interest and costs, including the fees and disbursements of the trustee. An active trading market for the new notes may not develop. There is currently no public market for the new notes. The new notes are a new issue of securities with no existing trading market. We do not intend to have the new notes listed on a national securities exchange. Accordingly, we cannot assure you of the liquidity of the market for the new notes or the prices at which you may be able to sell the new notes. Non-U.S. holders of the notes are subject to restrictions on the resale of the notes. We sold the old notes in reliance on exemptions from the laws of other jurisdictions where the notes were offered and sold, and therefore the old notes may be transferred and resold only in compliance with the laws of those jurisdictions to the extent applicable to the transaction, the transferor and/or the transferee. Although we registered the new notes under the Securities Act, we did not, and do not intend to, qualify by prospectus in Canada the new notes, and, accordingly, the new notes will remain subject to restrictions on resale in Canada. In addition, non-U.S. holders will remain subject to restrictions imposed by the jurisdiction in which the holder is resident. See "The Exchange Offer—Resale of the New Notes." 17

U.S. investors in the notes may have difficulties enforcing certain civil liabilities. Quebecor World is governed by the laws of Canada. Moreover, our controlling persons and a majority of our directors and officers, as well as some of the experts named in this prospectus, are residents of Canada or other jurisdictions outside of the United States and all or a substantial portion of their assets and a significant portion of our assets are located outside of the United States. As a result, it may be difficult for holders of notes to effect service of process upon us or such persons within the United States or to enforce, against us or them in the United States, judgments of courts of the United States predicated upon the civil liability provisions of U.S. federal or

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document state securities laws or other laws of the United States. In addition, we have been advised by our Canadian counsel that there is doubt as to the enforceability in Canada of liabilities predicated solely upon U.S. federal or state securities laws against us, our controlling persons, directors, and officers and the experts named in this prospectus who are not residents of the United States, in original actions or in actions for enforcements of judgments of U.S. courts.

BUSINESS Overview We are one of the largest commercial print media services companies in the world. We offer our customers state-of-the-art web offset, gravure and sheetfed printing capabilities in seven distinct product categories. We service our various markets and offer our products through our broad production and distribution network, which consists of more than 160 printing and related facilities in the United States, Canada, France, the United Kingdom, Belgium, Spain, Austria, Sweden, Finland, Switzerland, Argentina, Peru, Mexico, Brazil, Chile, Colombia and India. For the 12-month period ended September 30, 2003, we had revenues of $6.3 billion. Industry Overview Commercial printing is a highly fragmented, capital-intensive manufacturing industry. We believe that the ten largest competitors in the North American and European commercial printing markets have, in aggregate, less than 25% of the total share of each of their respective markets. In North America alone, there are more than 32,000 commercial printers. Commercial printers compete within specific product categories on the basis of price, quality, range of services offered, distribution capabilities, customer service, availability of printing time on appropriate equipment and state-of-the-art technology. Small competitors are typically limited to servicing customers for a specific product category within a regional market. Larger and more diversified commercial printers with greater geographic coverage have the ability to serve national and global customers across multiple product segments. The printing industry is sensitive to prevailing economic conditions and their impact on demand for printing services, which can cause periods of excess market capacity and competitive pricing. Industry analysts consider most of the industry's markets to be currently oversupplied. 18

As of October 31, 2003 and based on 2002 revenues, we were the largest commercial print media services company in the world.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Source: Annual filings, unless otherwise indicated. Fiscal year 2002 data. (1) On November 9, 2003, R.R. Donnelley & Sons Company and Moore Wallace Inc. announced that they signed a definitive agreement to combine their companies.

(2) Based on S-4 filing.

(3) The average annual Euro to U.S. dollar exchange rate was €0.9461 to $1.00 for the year ended December 31, 2002.

(4) Source: Quad/Graphics website. Limited disclosure is available because Quad/Graphics is a private company.

(5) Year ended October 31, 2002. The average annual Canadian dollar to U.S. dollar exchange rate was Cdn$1.5735 to $1.00 for the year ended October 31, 2002.

19 Overview of Our Business For the twelve months ended September 30, 2003, we had total revenues of $6.3 billion. Our revenue breakdown by product and by segment for the twelve months ended September 30, 2003 is as follows: Revenue by Product Revenue by Segment

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Magazines We are the world's leading printer of consumer magazines. We print more than 1,000 magazine titles, including Time, Sports Illustrated, People Weekly, Fortune, Money, TV Guide, Southern Living, Car and Driver, Le Figaro Magazine, Reader's Digest, Maclean's, L'Actualité, Châtelaine, Flare, 7 Jours, T.V. Magazine, ESPN, Woman's Day, Good Housekeeping, Elle, Rolling Stone, Newsweek, US News & World Report, Cosmopolitan, GQ, Vogue, Forbes, Veja, Aftonbladet TV/Sunday, Expressen TV/Sunday, American Profile, Cooking Light, Family Fun, Golf Digest, Maxim, Motor Trend, Parents, Self, Paris Match, Snej Dej and Version Femme. We print approximately 45% of the top 125 magazine titles in North America and maintain a global print platform with operations in the United States, Canada, Europe and Latin America. We believe that we are the industry leader in producing weekend newspaper magazines, four-color magazines that are inserted in major-market weekend newspapers. We print nationally syndicated weekend magazines, such as Parade and USA Weekend, as well as locally edited and distributed weekend newspaper magazines. In the United Kingdom, we are an important supplier of weekend supplements for Associated Newspapers, Mirror Group Newspapers and Guardian Newspapers. We have invested in pre-media (computer-to-plate) and press technology to enhance our ability to service the magazine market. For the production of medium to long-run magazines, we believe that we hold a competitive advantage in that our plants have selective- binding and ink-jet imaging capabilities and can utilize our mail analysis system. We also print comic books for leading companies such as D.C. Comics, Marvel Entertainment, Image Comics and Archie Comic Publications. In the comic book market, we operate an on-line computer management system that provides publishers with information regarding the production and distribution status of each of their titles. 20

Catalogs We are the largest printer of catalogs in the world, printing several hundred different catalogs on an annual basis for many of North America's direct mail retailers including L.L. Bean, Ikea, Victoria's Secret, BryLane, Office Depot, Scholastic, Blair, Sears, Avon, Circuit City, JC Penney, Oriental Trading Co., Seton, United Stationers and Williams-Sonoma. We offer special catalog services, including list services, to help customers compile effective lists for distribution, selective-binding capacity to allow customers to vary catalog content to meet their customers' demographic and purchase patterns, and ink-jet addressing and messaging to personalize messages for recipients. This technology partially offsets postage-cost increases by eliminating pages of products that do not fit a buyer's demographic or purchasing profile. Our global network also allows us to offer our customers one-stop shopping for all of their catalog needs in North America, Europe and Latin America. Retail Inserts Our retail inserts customers include large retailers, such as Sears, Walgreen's, Home Depot, Staples, Rite-Aid, Wal-Mart, CVS, JC Penney, Shoppers Drug Mart, Canadian Tire, Radio Shack, Carrefour, RONA, Conforama, Leclerc, A&P, Albertsons, Casino,

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Castorama, Intermarché, Jean Coutu, Kvickly, Value City and Loblaw's. In North America, our 13 rotogravure process printing plants offer both the coast-to-coast manufacturing network and the long-run efficiencies required to serve large retail customers. In Canada, we print inserts and circulars using heatset and coldset web offset and rotogravure processes in accordance with customer requirements. In Europe, we have five rotogravure process printing plants in France, one in Belgium and two in the Nordic region. We also offer digital engraving and related pre-press processes, both of which enhance quality and shorten time-to-market. Specialty Printing and Direct Mail Products in our commercial and direct categories include annual reports, corporate prospectuses, promotional literature, calendars, posters, direct-mail products, highly personalized catalog wraps, promotions for the auto industry and other custom items. Our smaller size web and sheetfed printing presses permit us to offer custom colors, coatings, finishes and specialized binding to produce a wide variety of print products. We provide numerous print-related services to customers through desktop publishing and electronic pre-media technology including typesetting, pre-press, circulation fulfillment, list management, mailing and distribution. Our direct mail division is the international leader in the application of versioning, ink-jet addressing, print-on-demand technology and computer-to-plate techniques, which are critical to the customized production and compressed cycle times that today's customers demand. Books We are the North American industry leader in book manufacturing. Our book group is an industry leader in the application of new technologies for book production including electronic pre-media, information networking, digital printing, computer-to-plate and electronic data interchange. With plants in the United States, Spain and Latin America, we serve more than 1,000 publishing customers globally, including Simon & Schuster, Scholastic, Thomas Nelson Publishers, Time Warner, McGraw-Hill, Pearson, Houghton-Mifflin, Harlequin, Reed Elsevier, MacMillan, Random House, Santillana, Thomson Publishing, Walt Disney and Reader's Digest. In keeping with our full-service approach, we also provide on-demand printing services for small quantities of books, brochures, technical documents and similar products that are produced quickly and at a relatively low cost. 21

Directories We are the largest directory printer in Canada and one of the largest directory printers in both North America and Latin America. We print telephone and other directories for a large number of companies including Pacific Bell, Qwest-Dex, BellSouth, Listel, Telmex, Verizon Information Services, SBC Smart Yellow Pages Group, Teléfonica de España, TransWestern Publishing, MTS Advanced, Yellow Book USA and Yellow Pages Group Co. In 1994, we began producing directories for the Indian domestic market at our directory facility near New Delhi, India. Pre-Media, Logistics and Other Value-Added Services We are a leader in the transition from conventional pre-press to all-digital workflow, providing a complete spectrum of film and digital preparation services, from traditional paste-up and color separation to state-of-the-art, all-digital pre-media, as well as digital emerging and digital archiving. Such pre-media services include the color electronic pre-media system, which takes artwork from idea to final product, and desktop publishing, which gives the customer greater control over the finished product. These pre-media services are especially helpful to smaller customers, who may not have the capital to employ such equipment or who may have to rely on third- party vendors, which may result in coordination and delay problems. Our specialized digital and pre-media facilities, which are strategically located close to and, in certain cases, onsite at customers' facilities, provide our customers with high quality, 24-hour preparatory services linked directly to our various printing facilities. In addition, our computer systems enable us to electronically exchange both images and textual material directly between our facilities and our customers' business locations. The integrated pre- media operations provide us with competitive advantages over traditional pre-press shops that are not able to provide the same level of integrated services. Que-Net Media, one of our divisions, brings together our full range of digital technologies and pre-media assets allowing us to focus on providing a more comprehensive range of solutions to our customer base. Other value-added services that we currently provide include mailing list generation, shipping and distribution expertise, ink-jet personalizing and customer-targeted binding. Quebecor World Logistics Inc., one of our subsidiaries, provides complete logistics services including customized door-to-door planning, management, transportation, delivery and tracking solutions, providing customers with cost-effective, efficient and trackable distribution services. Quebecor World Logistics Inc. is the largest business partner of the U.S. Postal Service by volume. Business Segments

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document We are one of the few commercial printers possessing the ability to serve customers on a regional, national and global basis. As a result, we have been able to build a substantial business within each of the North American (including both the U.S. and Canada) and European segments and to pursue our expansion in Latin America. We believe that the product and geographical diversity of our customer base serves to reduce the impact of dramatic fluctuations in product-line and local market demand on our business. North America In the United States, we are one of the largest commercial printers with more than 94 printing and related facilities and approximately 24,200 employees operating in 31 states. We are a leader in the printing of books, magazines, retail inserts, catalogs, specialty printing and direct mail. We are also the largest commercial printer in Canada, with 31 printing and related facilities in six provinces and more than 5,200 employees. We offer a diversified mix of printed products and related 22 value-added services to the domestic market and internationally, including substantial exports to the United States. Europe In Europe, we operate in France, Belgium, Switzerland, the United Kingdom, Spain, Sweden, Austria and Finland, with 30 printing and related facilities and approximately 5,800 employees serving customers in 13 European countries. We are one of the largest commercial printers in Europe. Latin America We operate in Latin America with eight printing and related facilities and approximately 2,700 employees. Our Strategy We have become one of the largest commercial printers in the world through a series of acquisitions combined with internal growth. We remain focused on reducing our cost structure and improving our efficiency in order to maintain our low-cost base and position ourselves for improved earnings when our markets recover. Restructuring initiatives undertaken between 2001 and the present include consolidation of vendors and centralized procurement, increased manufacturing and operational efficiency, as well as reduced overhead costs. Our low cost base, in addition to our competitive strengths, enables us to provide superior customer service and meet our clients' growing needs, enhancing our ability to maintain long-term relationships with industry leaders. Such competitive advantages include broad geographic coverage, a single source of printing services, technological capabilities, contractual relationships with customers, economies of scale, a large manufacturing base, disciplined growth and financial integrity. Broad Geographic Coverage Certain of our largest customers utilize simultaneous printing in several of our locations. We are one of the few commercial printers that can service these customers in virtually all of their markets, allowing them to coordinate their requirements. In addition, multi-plant, simultaneous printing makes delivery more efficient and lowers distribution costs for national products such as Parade and USA Weekend. Single-Sourcing By providing our customers with a wide variety of printing, pre-press, post-press and distribution services, we are able to become a more integral element in our customers' publishing processes, while simultaneously expanding our sources of revenues. As large customers increasingly centralize their purchasing of printing services, we believe that our ability to provide a single source of comprehensive printing services and broad geographical coverage is a competitive advantage, since customers are not required to contract with numerous smaller competitors. When customers are offered the option of efficiently meeting all of their printing needs with us as their sole service provider, we also have the opportunity to become an integral part of their businesses and potentially expand our sources of revenue by providing them with additional products and services. Technological Capabilities We are committed to the effective use of state-of-the-art technology, including developing new printing technologies, upgrading existing printing assets and further developing our integrated services. Our technological capabilities have enabled us to lower our cost position and to better serve our customers by improving the quality, flexibility, speed and cost of production. Keeping pace with the 23

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document technological developments requires substantial capital expenditures. The breadth of our business enables us to spread technological investments over numerous facilities and product segments and our size enables us to lower our relative cost position by spreading fixed capital investments over our revenue base. Contractual Relationships with Customers We have long-term printing contracts with many of our largest customers. The costs of certain raw materials, particularly paper, are generally passed through to these customers. In addition, most of our long-term contracts contain price adjustment clauses, which are based on increases in the inflation rate. Our significant long-term contracts range in duration between one and ten years, but are more typically in the three to five year range. Economies of Scale We enjoy significant economies of scale which we believe provide a relative cost advantage over many of our competitors. In 1998, we opened a global procurement office in Fribourg, Switzerland which has given us the purchasing power to purchase significant quantities of both printing equipment and raw materials and has enabled us to purchase both raw materials, primarily paper and ink, and equipment, on comparatively favorable terms. Our enhanced purchasing power also increases the availability of raw materials in tight markets and allows us to achieve economies of scale in both materials and equipment. By consolidating our platforms into fewer, but larger and more specialized plants, we have reduced administrative costs and we continue to achieve improved economies of scale. Additionally, our increased plant specialization allows for greater efficiency and improved distribution, reducing the final cost to our customers and improving our speed of delivery. The growth of new media provides us with further opportunities to exploit our economies of scale. Increasingly, clients seek to repackage information so that it can be used in both printed and electronic forms. We have implemented digital workflows and have provided tools, including our Digital Asset Management System and Automated Publishing System, to facilitate the re-use of information in a more cost effective manner. Large Manufacturing Base Our diversity and breadth of plant and press capability, product mix and large customer base facilitate high levels of capacity utilization. Most of our printing presses can produce a variety of printed products, and we frequently allocate orders among our facilities to optimize our equipment utilization. In addition, our large manufacturing base combined with our technological capabilities enable us to improve customer service and operating margins by transferring technology and maximizing the printing capabilities of our facilities. Disciplined Growth Printing is an industry characterized by a high degree of fragmentation and consolidation opportunities. We have an established track record of disciplined growth. Since 1988, we have made more than 65 acquisitions valued at more than $5.5 billion, 15 of which had an acquisition price in excess of $50 million. 24 The following table sets forth our most significant acquisitions since 1988. Year Acquisition Country Consideration*

(millions of $)

1988 BCE PubliTech Inc. Canada $ 191 1990 Graphics Holding Enterprises Inc. U.S. 532 1994 Arcata Corporation (Book Group) U.S. 181 1995 Financière Jean Didier France 337 1997 AmerSig Graphics Inc. U.S. 116 1997 Franklin Division of Brown Printing Company U.S. 125 1998 TINA Sweden and Finland 272 1999 World Color Press U.S. 2,724 2001 Retail Printing Corporation U.S. 128 European Graphic Group S.A., a subsidiary of Hachette 2002 France and Belgium 71 Filipacchi Medias * Including assumption of long-term debt net of cash and cash equivalents. We are focused on deploying the capital required to meet client expectations and position our platform for the next decade. Investment decisions are currently being made based on the ability to achieve short-term payback with high return on investment.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Financial Integrity We take a disciplined approach to leverage. We take advantage of our ability to generate free cash flow to use our leverage capacity to fund growth through acquisitions and promptly repay acquisition-related debt. When not engaged in acquisitions, we use our free cash flow to reduce our long term debt. We intend to continue to employ this strategy in the future. 25

MANAGEMENT Directors and Executive Officers Detailed information regarding the identity, background and compensation paid to directors and executive officers of Quebecor World is incorporated by reference into this prospectus from the Management Proxy Circular dated February 28, 2003 relating to our annual meeting of shareholders held on April 2, 2003 and from our Annual Information Form dated May 12, 2003 for the year ended December 31, 2002. The directors of Quebecor Capital are Claude Hélie, David Boles and Paul Runko. Messrs. Hélie and Boles are also executive officers of Quebecor World. Mr. Runko has been a director of Quebecor Capital since March 2003 and has been Vice President, Client Financial Services of Quebecor Capital since January 2002. From 1997 to the present, Mr. Runko has been Vice President, Client Financial Services of Quebecor World. The names and titles of the executive officers of Quebecor Capital are as set forth below: Name Title David Boles President Claude Hélie Executive Vice President Denis Aubin Senior Vice President and Treasurer Raynald Lecavalier Vice President, Corporate General Counsel and Secretary Pierre R. Martel Vice President, Taxation Nicolas Lavoie Assistant Treasurer Paul Runko Vice President, Client Financial Services Robert Stepusin Executive Vice President, Finance and Administration Other than Messrs. Runko and Stepusin, all of the executive officers of Quebecor Capital are, and, with the exception of Mr. Hélie who became Executive Vice President and Chief Financial Officer of Quebecor World in February 2003, have been since December 31, 2002, executive officers of Quebecor World. Mr. Stepusin has been the Executive Vice President, Finance and Administration of Quebecor Capital since September 2003. From April 2003 to the present, Mr. Stepusin has been the Executive Vice President, Finance and Administration, North America for Quebecor World. From 2001 to April 2003, he was Senior Vice President of Finance, Retail Group of Quebecor World and from April 1999 to 2001, he was Vice President, Finance, Magazine and Catalog of Quebecor World. From 1998 to April 1999, Mr. Stepusin was Group Controller for American Color Graphics. Compensation of Directors and Executive Officers None of the directors or executive officers of Quebecor Capital are compensated by Quebecor Capital. All compensation paid to the directors and executive officers of Quebecor Capital is paid by Quebecor World. 26

USE OF PROCEEDS We will not receive any cash proceeds from the exchange offer. Because we are exchanging the new notes for the old notes, which have substantially identical terms, the issuance of the new notes will not result in any increase in our indebtedness. The exchange offer is intended to satisfy our obligations under the registration rights agreement. The proceeds from the offering of the old notes, net of commissions and expenses, was $592.0 million. The net proceeds of the offering of the old notes received by Quebecor Capital were advanced to Quebecor World (USA), an indirect wholly-owned subsidiary of Quebecor World. The advance was represented by notes issued by Quebecor World (USA) to Quebecor Capital, with payment terms substantially identical to the payment terms of the old notes. 3 Quebecor World (USA) used the proceeds of the offering of the old notes to repurchase most of its 7 /4% senior notes due 2009 and to

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 3 redeem its 8 /8% senior notes due 2008. Quebecor World (USA) intends to ultimately use the remainder of the proceeds to redeem the 3 3 remainder of the outstanding 7 /4% senior notes due 2009. Until the redemption of the remainder of the outstanding 7 /4% senior notes due 2009 occurs, Quebecor World (USA) intends to use the net proceeds of the offering of the old notes to reduce existing bank indebtedness and for general corporate purposes. 27

CAPITALIZATION The following table sets forth the cash and consolidated capitalization of Quebecor World, as at September 30, 2003 and as adjusted to give effect to (a) the issuance of the old notes and (b) the application of the net proceeds of the offering of the old notes as described under "Use of Proceeds." This table should be read in conjunction with our unaudited interim consolidated financial statements for the nine months ended September 30, 2003 which are incorporated by reference into this prospectus.

As at September 30, 2003 (in millions of $) Actual As Adjusted(1)

(Unaudited)

Cash and cash equivalents $ 17.3 $ 17.3

Bank indebtedness $ 1.2 $ 1.2

Long-term debt(2) 3 8 /8% senior notes due 2008 258.4 — 3 7 /4% senior notes due 2009 293.7 — Notes offered hereby — 600.0 Revolving bank facility and commercial paper 607.5 600.1 Other senior notes (public and private) 921.0 921.0 Other debt 71.6 71.6

2,152.2 2,192.7

Convertible notes(3) 116.2 116.2

Minority interest 22.0 22.0

Shareholders' equity: Capital stock 1,690.1 1,690.1 Additional paid-in capital 103.5 103.5 Retained earnings 804.4 785.9 Translation adjustment (49.7) (49.7)

2,548.3 2,529.8

Total capitalization $ 4,839.9 $ 4,861.9

(1) Including one time charges related to the refinancing estimated at $18.5 million (net of taxes) which have been applied against retained earnings. These one time charges are composed of redemption premiums and write-offs of unamortized assets and

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document liabilities related to the senior notes to be redeemed or repurchased.

(2) Including current portion of long-term debt.

(3) Including current portion of convertible notes.

28

SELECTED CONSOLIDATED FINANCIAL DATA The following table sets forth, for the periods and the dates indicated, certain consolidated financial data and should be read in conjunction with our consolidated financial statements and related notes thereto and "Management's Discussion and Analysis of Financial Conditions and Results of Operations" for the year ended December 31, 2002 and for the nine-month period ended September 30, 2003 which are incorporated by reference into this prospectus. Our selected consolidated financial data for each of the five years in the five-year period ended December 31, 2002 is derived from our consolidated financial statements audited by KPMG LLP. Our selected consolidated financial data for the nine-month periods ended September 30, 2002 and 2003 is derived from our unaudited interim consolidated financial statements, and, in the opinion of our management, present fairly the financial information for such period. The nine-month results are not necessarily indicative of the results which may be expected for any other period or for a full year. We prepare our consolidated financial statements in accordance with Canadian GAAP which differs from U.S. GAAP. There are differences between our financial results under Canadian GAAP and U.S. GAAP. You should refer to note 22 of our audited consolidated financial statements for the year ended December 31, 2002 incorporated by reference into this prospectus for a description of material differences between Canadian GAAP and U.S. GAAP as they relate to our annual financial statements. Certain reclassifications have been made to prior years' amounts in order to conform with the basis of presentation adopted in 2003.

Nine Months Ended Year Ended December 31, September 30, (in millions of $, except for per share data) 1998(1) 1999(1) 2000 2001 2002 2002 2003

(Unaudited)

Income Statement Data: Revenues $ 3,808.2 $ 4,952.5 $ 6,521.1 $ 6,320.1 $ 6,242.0 $ 4,548.6 $ 4,624.8

Operating expenses Cost of sales 2,987.9 3,860.2 5,009.3 4,896.3 4,856.2 3,529.4 3,749.4 Selling, general and administrative 287.4 347.9 459.5 488.8 507.0 382.1 385.3 Depreciation and amortization 215.8 271.9 327.5 317.2 316.0 234.6 249.8 Impairment of assets, restructuring and — 180.0 (2.7) 270.0 19.6 — 76.8 other charges

Operating income $ 317.1 $ 292.5 $ 727.5 $ 347.8 $ 543.2 $ 402.5 $ 163.5 Financial expenses 64.3 122.2 231.5 208.8 170.2 127.5 137.2

Income before income taxes $ 252.8 $ 170.3 $ 496.0 $ 139.0 $ 373.0 $ 275.0 $ 26.3 Income taxes 72.9 48.4 137.7 52.0 90.9 64.6 2.4 Minority interest 3.2 12.7 2.4 3.2 2.8 1.7 1.4

Net income before goodwill amortization $ 176.7 $ 109.2 $ 355.9 $ 83.8 $ 279.3 $ 208.7 $ 22.5

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Goodwill amortization, net of income 17.0 31.7 60.5 61.4 — — — taxes(2)

Net Income $ 159.7 $ 77.5 $ 295.4 $ 22.4 $ 279.3 $ 208.7 $ 22.5

Earnings (loss) per share diluted $ 1.29 $ 0.54 $ 1.91 $ — $ 1.76 $ 1.31 ($ 0.03)

29

Other Financial Data and Ratios: Cash provided from operating $ 413.9 $ 710.1 $ 917.8 $ 576.5 $ 513.4 $ 212.6 $ 65.5 activities Additions to property, plant and 312.1 194.7 242.2 278.3 184.5 140.9 205.6 equipment (cash only) Acquisitions of business, net of cash 260.2 923.2 5.3 138.9 0.3 0.3 7.5 and cash equivalents(3) Ratio of earnings to fixed charges 3.8x 2.2x 3.2x 1.7x 3.1x 1.5x 1.7x (rolling 12 months)(4)

Balance Sheet Data (at period end): Cash and cash equivalents $ 0.3 $ 3.6 $ 52.7 $ 85.5 $ 2.7 $ 1.4 $ 17.3 Trade receivable, net of allowances of 695.9 743.3 584.1 366.6 466.9 533.2 540.0 doubtful accounts Inventories 233.0 486.2 461.4 377.1 409.4 430.4 426.4 Total assets 3,906.5 6,907.0 6,520.8 6,189.2 6,207.4 6,351.1 6,337.8 Working capital 248.3 72.5 (66.5) (194.5) (209.3) (39.0) 23.6 Total debt(5) 1,265.8 2,845.5 2,211.8 2,132.3 1,822.4 2,094.8 2,269.6 Shareholders' equity 1,563.5 2,318.4 2,473.9 2,473.2 2,703.8 2,617.3 2,548.3 (1) Our 1998 figures have been restated to reflect our adoption in 1999 of new Canadian disclosure guidelines regarding statements of cash flow and the presentation of goodwill. Our 1998 and 1999 figures have been restated to reflect our adoption in the first quarter of 2000 of the Accounting Standards Board of the Canadian Institute of Chartered Accountants new requirements for accounting for employee future benefits and future income taxes. Essentially, the guidelines and requirements we adopted are generally in line with United States FAS 106, 112 and 109 covering the same subjects.

(2) Effective January 1, 2002, we implemented the Canadian Institute of Chartered Accountants Handbook Section 3062, Goodwill and Other Intangible Assets. The new standard requires that goodwill and intangible assets with indefinite lives no longer be amortized, but instead be tested for impairment at least annually. At January 1, 2002, we had unamortized goodwill in the amount of $2,470.7 million under Canadian GAAP, which is no longer being amortized. This change in accounting policy is not applied retroactively and the amounts presented for the prior periods have not been restated for this change. If this change in accounting policy were applied to the reported statements of income for the prior periods, the impact of the change, in respect of goodwill not being amortized, would be as follows:

Nine Months Ended Year Ended December 31, September 30, (in millions of $)

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 1998 1999 2000 2001 2002 2002 2003

(unaudited)

Net income $ 159.7 $ 77.5 $ 295.4 $ 22.4 $ 279.3 $ 208.7 $ 22.5 Goodwill amortization, net of income 17.0 31.7 60.5 61.4 — — — taxes

Net income before goodwill amortization $ 176.7 $ 109.2 $ 355.9 $ 83.8 $ 279.3 $ 208.7 $ 22.5

(3) Includes only the cash portion of the acquisitions; other amounts were paid in capital stock, principally in 1999 for the acquisition of World Color when shares were issued in an amount equal to $591.3 million.

(4) For the purpose of calculating the ratio of earnings to fixed charges based on Canadian GAAP figures, (a) earnings consist of income before income taxes, fixed charges and amortization of capitalized interest, less interest capitalized and the minority interest in pre-tax income of subsidiaries that have not incurred fixed charges and (b) fixed charges consist of interest expensed and capitalized, plus amortized premiums, discounts and capitalized expenses relating to indebtedness and an estimate of the interests within rental expense.

30 The ratio of earnings to fixed charges based on figures resulting from the reconciliation to U.S. GAAP as disclosed in footnote 22 of the audited consolidated financial statements for the year ended December 31, 2002 and including goodwill amortization within earnings as defined would be the following: Year Ended December 31,

1998 1999 2000 2001 2002 Ratio of earnings to fixed charges under U.S. GAAP (rolling 3.6x 1.9x 2.9x 1.3x 3.2x 12 months) (5) Total debt includes bank indebtedness, current portion of long-term debt and convertible notes, long-term debt and convertible notes.

31

NON-GAAP FINANCIAL MEASURES The following table sets forth (a) the non-GAAP financial measures and other measures used in this prospectus and in our consolidated financial statements which are incorporated by reference into this prospectus, (b) the components of those non-GAAP financial measures and other measures and (c) a reconciliation of those non-GAAP financial measures to the most directly comparable Canadian GAAP financial measures and a calculation of the other measures. We use non-GAAP financial measures because we believe that they are meaningful measures of our performance. Our method of calculating these non-GAAP financial measures may differ from the methods used by other companies and, as a result, the non-GAAP financial measures presented in this prospectus may not be comparable to other similarly titled measures disclosed by other companies.

Nine Months Ended Year Ended December 31, September 30, (in millions of $, except for per share data) 1998(1) 1999(1) 2000 2001 2002 2002 2003

(Unaudited)

Operating income before impairment of assets,

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document restructuring and other charges ("IAROC")

Operating income $ 317.1 $ 292.5 $ 727.5 $ 347.8 $ 543.2 $ 402.5 $ 163.5

Plus: IAROC — 180.0 (2.7) 270.0 19.6 — 76.8

Operating income before $ 317.1 $ 472.5 $ 724.8 $ 617.8 $ 562.8 $ 402.5 $ 240.3 IAROC as defined

Operating income before depreciation and amortization

Operating income $ 317.1 $ 292.5 $ 727.5 $ 347.8 $ 543.2 $ 402.5 $ 163.5

Plus: Depreciation of property, plant 214.2 269.7 325.3 314.9 313.2 233.3 247.9 and equipment Amortization of deferred 9.6 16.3 19.8 22.9 22.4 16.4 18.8 charges

Operating income before depreciation and amortization $ 540.9 $ 578.5 $ 1,072.6 $ 685.6 $ 878.8 $ 652.2 $ 430.2 as defined

Operating income before depreciation, amortization and IAROC

Operating income $ 317.1 $ 292.5 $ 727.5 $ 347.8 $ 543.2 $ 402.5 $ 163.5

Plus: Depreciation of property, plant 214.2 269.7 325.3 314.9 313.2 233.3 247.9 and equipment Amortization of deferred 9.6 16.3 19.8 22.9 22.4 16.4 18.8 charges IAROC — 180.0 (2.7) 270.0 19.6 — 76.8

Operating income before depreciation, amortization and $ 540.9 $ 758.5 $ 1,069.9 $ 955.6 $ 898.4 $ 652.2 $ 507.0 IAROC as defined

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 32

Free cash flow (outflow) from operations

Cash provided by operating $ 413.9 $ 710.1 $ 917.8 $ 576.5 $ 513.4 $ 212.6 $ 65.5 activities Dividends on preferred shares (10.7) (10.2) (10.0) (20.5) (36.2) (21.6) (25.9) Additions to property, plant (312.1) (194.7) (242.2) (278.3) (184.5) (140.9) (205.6) and equipment (cash only) Net proceeds from disposal 33.7 47.4 81.7 9.5 27.1 7.3 2.2

Free cash flow (outflow) $ 124.8 $ 552.6 $ 747.3 $ 287.2 $ 319.8 $ 57.4 ($ 163.8) from operations as defined

Debt-to-capitalization ratio

Bank indebtedness $ 15.6 $ 5.6 $ 3.1 $ 0.1 $ 0.3 $ 0.1 $ 1.2

Current portion of long-term 51.1 77.3 87.2 57.0 38.5 43.2 22.4 debt and convertible notes Long-term debt 1,140.9 2,582.9 2,015.6 1,961.9 1,668.6 1,937.0 2,135.8 Convertible notes 58.2 179.8 105.9 113.3 115.0 114.5 110.2

Total debt $ 1,265.8 $ 2,845.6 $ 2,211.8 $ 2,132.3 $ 1,822.4 $ 2,094.8 $ 2,269.6

Minority interest 17.4 22.0 20.6 14.2 20.9 9.8 22.0 Shareholders' equity 1,563.5 2,318.4 2,473.9 2,473.2 2,703.8 2,617.3 2,548.3

Capitalization $ 2,846.7 $ 5,186.0 $ 4,706.3 $ 4,619.7 $ 4,547.1 $ 4,721.9 $ 4,839.9

Debt-to-capitalization ratio 44:56 55:45 47:53 46:54 40:60 44:56 47:53 as defined

Book value per share

Shareholders' equity $ 1,563.5 $ 2,318.4 $ 2,473.9 $ 2,473.2 $ 2,703.8 $ 2,617.3 $ 2,548.3 Preferred Shares (212.5) (212.5) (212.5) (456.5) (456.5) (456.5) (456.5)

$ 1,351.0 $ 2,105.9 $ 2,261.4 $ 2,016.7 $ 2,247.3 $ 2,160.8 $ 2,091.8

Ending number of subordinate voting and 115.8 147.7 146.1 140.2 141.1 141.0 131.8 multiple voting shares

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Book value per share as $ 11.7 $ 14.3 $ 15.5 $ 14.4 $ 15.9 $ 15.3 $ 15.9 defined

(1) Our 1998 figures have been restated to reflect our adoption in 1999 of new Canadian disclosure guidelines regarding statements of cash flow and the presentation of goodwill. Our 1998 and 1999 figures have been restated to reflect our adoption in the first quarter of 2000 of the Accounting Standards Board of the Canadian Institute of Chartered Accountants new requirements for accounting for employee future benefits and future income taxes. Essentially, the guidelines and requirements we adopted are generally in line with United States FAS 106, 112 and 109 covering the same subjects.

33

CREDIT RATINGS The notes have been assigned a rating of BBB- with stable outlook by S&P and a rating of Baa2, which is under review for potential downgrade, by Moody's. Credit ratings are intended to provide investors with an independent measure of credit quality of any issue of securities. A rating outlook assesses the potential direction of a credit rating over the intermediate to longer term. S&P's credit ratings are on a long-term debt rating scale that ranges from AAA to D, which represents the range from highest to lowest quality of such securities rated. According to S&P, debt securities rated BBB by S&P exhibit adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet the financial commitments on the notes. The addition of a plus (+) or minus (-) designation after a rating indicates the relative standing within a particular rating category. Moody's credit ratings are on a long-term debt rating scale that ranges from Aaa to C, which represents the range from highest to lowest quality of such securities rated. According to the Moody's rating system, debt securities rated Baa are considered medium-grade obligations that are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such debt securities lack outstanding investment characteristics and in fact have speculative characteristics as well. The addition of a 1, 2 or 3 modifier after a rating indicates the relative standing within a particular rating category. The modifier 1 indicates that the issue ranks in the higher end of its generic rating category, the modifier 2 indicates a mid-range ranking and the modifier 3 indicates that the issue ranks in the lower end of its generic rating category. See "Summary—Recent Developments" for a discussion of recent events relating to the rating of our indebtedness by Moody's. The credit ratings accorded to the notes by the rating agencies are not recommendations to purchase, hold or sell the notes inasmuch as such ratings do not comment as to market price or suitability for a particular investor. Any rating may not remain in effect for any given period of time or may be revised or withdrawn entirely by a rating agency in the future if in its judgement circumstances so warrant, and if any such rating is so revised or withdrawn, we are under no obligation to update this prospectus. DBRS' credit ratings are on a long-term debt rating scale that ranges from AAA to D, which represents the range from highest to lowest quality of such securities rated. A rating of BBB (low) by DBRS is the fourth highest of nine categories and is assigned to debt securities considered to be of satisfactory credit quality. Protection of interest and principal is considered adequate, but the degree of strength is less than with A rated entities. Entities rated BBB are considered to be more susceptible to adverse changes in financial and economic conditions, or there may be other adversities present which reduce the strength of the entity and its rate securities. The assignment of a "(high)" or "(low)" modifier within each rating category indicates relative standing within such category. The "high" and "low" grades are not used for the AAA category. 34

THE EXCHANGE OFFER Purpose and Effect of the Exchange Offer On November 3, 2003, we sold the old notes in a private placement exempt from the registration requirements of the Securities Act to Citigroup Global Markets Inc., Banc of America Securities LLC, RBC Dominion Securities Corporation, ABN AMRO Incorporated, BNP Paribas Securities Corp., Scotia Capital (USA) Inc., TD Securities (USA) Inc., Harris Nesbitt Corp., Wachovia Capital

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Markets, LLC, CIBC World Markets Corp., Putnam Lovell NBF Securities Inc., Barclays Capital Inc., Fleet Securities, Inc. and Tokyo- Mitsubishi International plc, as initial purchasers. The initial purchasers then resold the old notes pursuant to an offering memorandum, dated October 29, 2003 in reliance upon Rule 144A and Regulation S under the Securities Act. On November 3, 2003, Quebecor Capital and Quebecor World entered into a registration rights agreement with the initial purchasers. A copy of the registration rights agreement has been filed as an exhibit to the registration statement that includes this prospectus, and this summary of some of the provisions of the registration rights agreement under this section does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the registration rights agreement. Under the registration rights agreement, we agreed, among other things, to: • file an exchange offer registration statement with the SEC with respect to a registered offer to exchange without novation the old notes for the new notes no later than February 2, 2004;

• use our best efforts to cause the exchange offer registration statement to be declared effective under the Securities Act no later than April 1, 2004; and

• keep the registered exchange offer open for not less than 30 days (or longer if required by applicable law) after the date notice of the registered exchange offer is mailed to the holders of the old notes.

Under the registration rights agreement, we also agreed that in the event that: • applicable law or SEC policy does not permit us to effect the exchange offer;

• the exchange offer is not consummated by May 3, 2004;

• we receive a request prior to the 20th day following the consummation of the registered exchange offer from any initial purchaser that is a broker-dealer with respect to old notes acquired directly from us or one of our affiliates; or

• we receive a request prior to the 20th day following the consummation of the registered exchange offer from any holder of old notes who is prohibited by applicable law or SEC policy from participating in the exchange offer or who may not resell the new notes acquired in the exchange offer without delivering a prospectus and this prospectus is not appropriate or available for such resales by this holder; we will, at our cost, as soon as practicable, file a shelf registration statement covering resales of the old notes or the new notes, use our best efforts to cause the shelf registration statement to be declared effective and use our best efforts to keep the shelf registration statement effective until the earlier of November 3, 2005 and the date when all of the old notes or the new notes covered by the shelf registration statement have been sold pursuant to the shelf registration statement. In the event a shelf registration statement is filed, we will, among other things, provide to each holder for whom the shelf registration statement was filed copies of the prospectus that is a part of the shelf registration statement, notify each of these holders when the shelf registration statement has become effective and take certain other actions as are required to permit unrestricted resales of the old notes or the new notes. 35

A holder selling old notes or new notes pursuant to a shelf registration statement would be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with these sales and will be bound by the applicable provisions of the registration rights agreement (including certain indemnification obligations).

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Pursuant to the registration rights agreement, we will be required to pay special interest if a registration default exists. A registration default will exist if: • on or prior to February 2, 2004, the exchange offer registration statement has not been filed with the SEC;

• on or prior to April 1, 2004, the exchange offer registration statement has not been declared effective;

• on or prior to May 3, 2004, the registered exchange offer has not been consummated;

• we are required to file the shelf registration statement pursuant to the registration rights agreement and:

• the shelf registration statement has not been filed with the SEC on or prior to 90 days (or if the 90th day is not a business day, on the next business day) after the date on which the obligation to file the shelf registration statement arose under the registration rights agreement; or

• the shelf registration statement has not been declared effective on or prior to 150 days (or if the 150th day is not a business day, on the next business day) after the date on which the obligation to file the shelf registration statement arose under the registration rights agreement; or

• after either the exchange offer registration statement or the shelf registration statement has been declared effective, the exchange offer registration statement or the shelf registration statement ceases to be effective or usable (subject to certain exceptions) in connection with the resales of the old notes or the new notes in accordance with and during the periods specified in the registration rights agreement.

Special interest will accrue on the principal amount of the notes and the new notes (in addition to the stated interest on the notes and the new notes) from and including the date on which any of the registration defaults described above shall have occurred to but excluding the date on which all registration defaults have been cured. Special interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of a registration default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall this rate exceed 1.0% per annum. We are conducting the exchange offer to satisfy our obligations under the registration rights agreement. If you participate in the exchange offer, you will, with limited exceptions, receive new notes that are freely tradeable and not subject to restrictions on transfer. You should read the discussion under "—Resale of the New Notes" for more information regarding your ability to transfer the new notes. The exchange offer is not being made to, nor will we accept tenders for exchange from, holders of old notes in any jurisdiction in which the exchange offer or the acceptance of the exchange offer would not be in compliance with the securities laws or blue sky laws of such jurisdiction. 36

Terms of the Exchange Offer We are offering, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, to exchange up to $600,000,000 aggregate principal amount of the new notes for a like aggregate principal amount of outstanding old notes. We will accept for exchange any and all old notes that are properly tendered on or prior to 5:00 p.m., New York City time, on , 2004, or such later time and date to which we extend the exchange offer. We will issue $1,000 principal amount of the new notes in exchange for each $1,000 principal amount of outstanding old notes accepted in the exchange offer. You may tender

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document some or all of your old notes pursuant to the exchange offer; however, old notes may be tendered only in integral multiples of $1,000 in principal amount. As of the date of this prospectus, $600,000,000 in aggregate principal amount of the old notes were outstanding. This prospectus, together with the letter of transmittal, is being sent to all holders of the old notes known to us. Our obligation to accept old notes for exchange pursuant to the exchange offer is subject to certain conditions as set forth below under "—Conditions to the Exchange Offer." The exchange agent will act as agent for the tendering holders for the purpose of receiving the new notes from us. If any tendered old notes are not accepted for exchange because of an invalid tender or otherwise, certificates for the unaccepted old notes will be returned, without expense, to the tendering holder as promptly as practicable after the expiration date. Holders of the old notes do not have appraisal or dissenters' rights under the laws of the State of New York or the indenture. We intend to conduct the exchange offer in accordance with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations under the Securities Act and the Exchange Act. None of us, our board of directors and our management recommends that you tender or not tender your old notes in the exchange offer. In addition, no one has been authorized to make any such recommendation. You must make your own decision whether to participate in the exchange offer and, if you choose to participate, the aggregate principal amount of your old notes to tender, after carefully reading this prospectus and the letter of transmittal. We urge you to consult your financial and tax advisors in making your decision on what action to take. Conditions to the Exchange Offer You must tender your old notes in accordance with the requirements of this prospectus and the letter of transmittal to participate in the exchange offer. Notwithstanding any other provision of the exchange offer, or any extension of the exchange offer, we are not required to accept for exchange any old notes, and we may terminate or amend the exchange offer, if we determine at any time prior to the expiration date that the exchange offer violates applicable law or any applicable interpretation by the staff of the SEC of applicable law. In addition, we will not be obligated to accept for exchange the old notes of any holder that has not made to us: • the representations described under "—Procedures for Tendering Old Notes—Representations Made by Tendering Holders of Old Notes" and "Plan of Distribution;" and

• any other representations reasonably necessary under applicable SEC rules, regulations or interpretations to make available to us an appropriate form for registration of the new notes under the Securities Act.

37 The foregoing conditions are for our sole benefit, and we may assert them regardless of the circumstances giving rise to any such condition, or we may waive the conditions, completely or partially, whenever or as many times as we may choose, in our sole discretion. Our failure at any time to exercise any of the above rights will not be a waiver of those rights, and each right will be deemed an ongoing right that may be asserted at any time. Any determination by us concerning the events described above will be final and binding upon all parties. If we determine that a waiver of conditions materially changes the exchange offer, this prospectus will be amended or supplemented, and the exchange offer extended, if appropriate, as described under "—Expiration Date; Extensions; Amendments." In addition, at any time when any stop order is threatened or in effect with respect to the registration statement that includes this prospectus or with respect to the qualification of the indenture under the Trust Indenture Act of 1939, we will not accept for exchange any old notes tendered, and no new notes will be issued in exchange for any such old notes. Expiration Date; Extensions; Amendments The expiration date of the exchange offer will be 5:00 p.m., New York City time, on , 2004, unless we, in our sole discretion, extend the expiration date of the exchange offer. If we extend the expiration date of the exchange offer, the expiration date of the exchange offer will be the latest time and date to which the exchange offer is extended. We will notify the exchange agent by oral or written notice of any extension of the expiration date and make a public announcement of this extension no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. In addition, we expressly reserve the right, at any time or from time to time, at our sole discretion:

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document • to delay the acceptance of the old notes;

• to extend the exchange offer;

• if we determine any condition to the exchange offer has not occurred or has not been satisfied, to terminate the exchange offer; and

• to waive any condition or amend the terms of the exchange offer in any manner.

If the exchange offer is amended in a manner we deem to constitute a material change, we will as promptly as practicable distribute to the registered holders of the old notes a prospectus supplement that discloses the material change. If we take any of the actions described in the previous paragraph, we will as promptly as practicable give oral or written notice of this action to the exchange agent and will make a public announcement of this action. During any extension of the exchange offer, all old notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by us. Any old notes not accepted for exchange for any reason will be returned without expense to the tendering holder as promptly as practicable after the expiration or termination of the exchange offer. 38 Procedures for Tendering Old Notes Valid Tender The tender of a holder's old notes and our acceptance of those old notes will constitute a binding agreement between the tendering holder and us upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal. Except as set forth below, if you wish to tender old notes pursuant to the exchange offer, you must, on or prior to the expiration date: • transmit a properly completed and duly executed letter of transmittal, together with all other documents required by the letter of transmittal, to the exchange agent at one of the addresses set forth below under "—Exchange Agent;"

• arrange with DTC, to cause an agent's message to be transmitted with the required information (including a book-entry confirmation), to the exchange agent at one of the addresses set forth below under "—Exchange Agent;" or

• comply with the guaranteed delivery procedures described below.

In addition, on or prior to the expiration date: • the exchange agent must receive the certificates for the old notes, together with the properly completed and duly executed letter of transmittal;

• the exchange agent must receive a timely confirmation of a book-entry transfer of the old notes being tendered into the exchange agent's account at DTC, together with the properly completed and duly executed letter of transmittal or an agent's message; or

• the holder must comply with the guaranteed delivery procedures described below.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The letter of transmittal or agent's message may be delivered by mail, facsimile, hand delivery or overnight carrier to the exchange agent. The term "agent's message" means a message transmitted to the exchange agent by DTC that states that DTC has received an express acknowledgment from a tender holder that it agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against this tendering holder. The agent's message forms a part of book-entry transfer. If you beneficially own old notes and those notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee or custodian, and you wish to tender your old notes in the exchange offer, you should contact the registered holder as soon as possible and instruct it to tender the old notes on your behalf and comply with the instructions set forth in this prospectus and the letter of transmittal. If you tender fewer than all of your old notes, you should fill in the amount of the old notes tendered in the appropriate box in the letter of transmittal. If you do not indicate the amount tendered in the appropriate box, we will assume you are tendering all old notes that you hold. The method of delivery of the certificates for the old notes, the letter of transmittal and all other documents is at your sole election and risk. Instead of delivery by mail, it is recommended that you use an overnight or hand delivery service. If delivery is by mail, it is recommended that you use registered mail, properly insured, with return receipt requested. In all cases, sufficient time should be allowed to assure timely delivery. No letters of transmittal or old notes should be sent directly to us. Delivery is complete when the exchange agent actually receives the items to be delivered. Delivery of documents to DTC in accordance with DTC's procedures does not constitute delivery to the exchange agent. 39 Signature Guarantees Signatures on a letter of transmittal or a notice of withdrawal must be guaranteed unless the old notes surrendered for exchange are tendered: • by a registered holder of the old notes who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on the letter of transmittal; or

• for the account of an eligible institution.

An eligible institution is a firm or other entity that is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or any other "eligible guarantor institution" as this term is defined in Rule 17Ad-15 under the Exchange Act. If a signature on a letter of transmittal or a notice of withdrawal is required to be guaranteed, this guarantee must be by an eligible institution. If the letter of transmittal is signed by a person other than the registered holder of the old notes, the old notes surrendered for exchange must be endorsed by, or be accompanied by a written instrument of transfer or exchange, in form satisfactory to us in our sole discretion, duly executed by, the registered holder, with the signature guaranteed by an eligible institution. If the letter of transmittal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, this person should sign in that capacity when signing. In addition, this person must submit to us, together with the letter of transmittal, evidence satisfactory to us in our sole discretion of his or her authority to act in this capacity, unless we waive this requirement. Book-Entry Transfer For tenders by book-entry transfer of old notes cleared through DTC, the exchange agent will make a request to establish an account at DTC with respect to the old notes for purposes of the exchange offer. Any financial institution that is a DTC participant may make book-entry delivery of old notes by causing DTC to transfer the old notes into the exchange agent's account at DTC in accordance with DTC's procedures for transfer. The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC may use the Automated Tender Offer Program procedures to tender old notes pursuant to the exchange offer. Accordingly, any DTC participant may make book-entry delivery of the old notes by causing DTC to transfer those old notes into the exchange agent's account in accordance with DTC's Automated Tender Offer Program procedures for transfer.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Although delivery of the old notes pursuant to the exchange offer may be effected through book-entry transfer at DTC, you will not have validly tendered your old notes pursuant to the exchange offer until, on or prior to the expiration date, either: • the properly completed and duly executed letter of transmittal, or an agent's message, together with any required signature guarantees and any other required documents, has been transmitted to and received by the exchange agent at one of the addresses set forth below under "—Exchange Agent;" or

• the guaranteed delivery procedures described below have been complied with.

40 Guaranteed Delivery Procedures If you wish to tender your old notes and: • your old notes are not immediately available;

• time will not permit your old notes or other required documents to reach the exchange agent before the expiration date; or

• you cannot complete the procedure for book-entry transfer on a timely basis, you may tender your old notes according to the guaranteed delivery procedures described in the letter of transmittal. Those procedures require that: • tender be made by and through an eligible institution;

• on or prior to the expiration date, the exchange agent receive from this eligible institution a properly completed and duly executed letter of transmittal, or an agent's message, with any required signature guarantees, and a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided:

• setting forth the name and address of the holder of the old notes being tendered;

• stating that the tender is being made; and

• guaranteeing that within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery, the certificates for all physically tendered old notes, in proper form for transfer, or a book- entry confirmation, and any other documents required by the letter of transmittal, will be deposited by the eligible institution with the exchange agent; and

• the exchange agent receives the certificates for the old notes, in proper form for transfer, or a book-entry confirmation, and all other documents required by the letter of transmittal, are received by the Exchange Agent within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document If you wish to tender your old notes pursuant to the guaranteed delivery procedures, you must ensure that the exchange agent receives a properly completed and duly executed letter of transmittal, or agent's message, and notice of guaranteed delivery before the expiration date. Determination of Validity of Tender We will resolve in our sole discretion all questions as to the validity, form, eligibility (including time of receipt) and acceptance of any old notes tendered for exchange. Our determination of these questions and our interpretation of the terms and conditions of the exchange offer, including without limitation the letter of transmittal and its instructions, shall be final and binding on all parties. A tender of old notes is invalid until all defects and irregularities have been cured or waived. Each holder must cure any and all defects or irregularities in connection with his, her or its tender of old notes within the reasonable period of time determined by us, unless we waive these defects or irregularities. None of us, our affiliates and assigns, the exchange agent and any other person is under any duty or obligation to give notice of any defect or irregularity with respect to any tender of the old notes, and none of them shall incur any liability for failure to give any such notice. We reserve the absolute right in our sole and absolute discretion to: • reject any and all tenders of old notes determined to be in improper form or unlawful;

• waive any condition of the exchange offer; and

41 • waive any condition, defect or irregularity in the tender of old notes by any holder, whether or not we waive similar conditions, defects or irregularities in the case of other holders.

Representations Made by Tendering Holders of Old Notes By tendering, you will represent to us that, among other things: • you are acquiring the new notes in the ordinary course of business;

• you do not have any arrangement or understanding with any person or entity to participate in the distribution of the new notes;

• if you are not a broker-dealer, you are not engaged in and do not intend to engage in a distribution of the new notes;

• if you are a broker-dealer that will receive new notes for your own account in exchange for old notes that were acquired by you as a result of market-making activities or other trading activities, you will deliver a prospectus, as required by law, in connection with any resale of the new notes (see "Plan of Distribution"); and

• you are not our "affiliate" as defined in Rule 405 of the Securities Act.

If you are our "affiliate," as defined under Rule 405 of the Securities Act, or are engaged in or intend to engage in or have an arrangement or understanding with any person to participate in a distribution of the new notes, you will represent and warrant that you (i) may not rely on the applicable interpretations of the staff of the SEC and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. In addition, in tendering old notes, you must warrant in the letter of transmittal or in an agent's message that:

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document • you have full power and authority to tender, exchange, sell, assign and transfer old notes;

• we will acquire good, marketable and unencumbered title to the tendered old notes, free and clear of all liens, restrictions, charges and other encumbrances; and

• the old notes tendered for exchange are not subject to any adverse claims or proxies.

You must also warrant and agree that you will, upon request, execute and deliver any additional documents requested by us or the exchange agent to complete the exchange, sale, assignment and transfer of the old notes. Acceptance of Old Notes; Delivery of New Notes Upon satisfaction or waiver of all of the conditions to the exchange offer, we will accept all old notes validly tendered, and not withdrawn, on or prior to the expiration date. We will issue the new notes to the exchange agent as promptly as practicable after acceptance of the old notes. See "—Terms of the Exchange Offer." For purposes of the exchange offer, we shall be deemed to have accepted validly tendered old notes for exchange when, as and if we have given oral or written notice of our acceptance to the exchange agent, with written confirmation of any oral notice to be given promptly thereafter. Withdrawal Rights You may withdraw tenders of your old notes at any time prior to the expiration date. 42

For a withdrawal to be effective, the exchange agent must receive a written notice of withdrawal from you. A notice of withdrawal must: • specify the name of the person tendering the old notes to be withdrawn;

• identify the old notes to be withdrawn, including the total principal amount of these old notes; and

• where certificates for the old notes have been transmitted, specify the name of the registered holder of the old notes, if different from the person withdrawing the tender of these old notes.

If you delivered or otherwise identified certificates representing old notes to the exchange agent, then you must also submit the serial numbers of the particular certificates to be withdrawn and, unless you are an eligible institution, the signature on the notice of withdrawal must be guaranteed by an eligible institution. If you tendered old notes as a book-entry transfer, your notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn old notes and otherwise comply with the procedures of DTC. You may not withdraw or rescind any notice of withdrawal; however, old notes properly withdrawn may again be tendered at any time on or prior to the expiration date. We will determine, in our sole discretion, all questions as to the validity, form and eligibility (including time of receipt) of any and all notices of withdrawal, and our determination of these questions shall be final and binding on all parties. Any old notes properly withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer and will be returned to the holder without cost as soon as practicable after their withdrawal. Exchange Agent Citibank, N.A. is the exchange agent for the exchange offer. You should direct all tendered old notes, executed letters of transmittal and other related documents to the exchange agent. You should direct all questions and requests for assistance, requests for additional

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document copies of this prospectus or of the letter of transmittal and requests for notices of guaranteed delivery to the exchange agent at the following addresses and telephone numbers: By Mail: By Hand or Overnight Delivery: By Facsimile:

Citibank, N.A. Citibank, N.A. Fax to: 212-657-1020 111 Wall Street 111 Wall Street Confirm by 15th Floor 15th Floor Telephone: New York, New York 10043 New York, New York 10005 1-800-422-2066 Attention: Agency and Trust Services Attention: Agency and Trust Services If you deliver executed letters of transmittal and any other required documents to an address or facsimile number other than those set forth above, your tender is invalid. Fees and Expenses We will bear the expenses of soliciting old notes for exchange. The principal solicitation is being made by mail by the exchange agent. Additional solicitations may be made by facsimile, telephone or in person by officers and regular employees of our company and our affiliates. We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to any broker, dealer, nominee or other person, other than the exchange agent, for soliciting tenders of the old notes pursuant to the exchange offer. We will pay the exchange agent reasonable and customary fees for its services and reimburse it for its related reasonable out-of-pocket expenses. 43

We will pay the cash expenses to be incurred in connection with the exchange offer. They include: • registration and filing fees;

• fees and expenses of the exchange agent and trustee;

• accounting and legal fees and printing costs; and

• related fees and expenses.

Transfer Taxes We will pay all transfer taxes, if any, applicable to the exchange of the old notes under the exchange offer. A tendering holder, however, will be required to pay any applicable transfer taxes if: • this tendering holder instructs us to register new notes in the name of, or deliver new notes to, a person other than the registered tendering holder of the old notes;

• the tendered old notes are registered in the name of a person other than the person signing the applicable letter of transmittal; or

• a transfer tax is imposed for any reason other than the exchange of old notes under the exchange offer.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document If satisfactory evidence of payment of any transfer taxes payable by a tendering holder is not submitted with the letter of transmittal, the amount of the transfer taxes will be billed directly to that tendering holder. Accounting Treatment The new notes will be recorded at the same carrying value, in U.S. dollars, as the old notes. Accordingly, we will recognize no gain or loss for accounting purposes upon the closing of the exchange offer. We will amortize the expenses of the exchange offer over the term of the new notes under Canadian GAAP. Consequences of Failure to Exchange Old Notes Following the consummation of the exchange offer, we will have fulfilled most of our obligations under the registration rights agreement. Unless you are an initial purchaser or a holder of old notes who is prohibited by applicable law or SEC policy from participating in the exchange offer or who may not resell the new notes acquired in the exchange offer without delivering a prospectus and this prospectus is not appropriate or available for such resales by you, if you do not tender your old notes in the exchange offer or if we do not accept your old notes because you did not tender them properly, you will not have any further registration rights with respect to your old notes, and you will not have the right to receive any special interest on your old notes. In addition, your old notes will continue to be subject to restrictions on their transfer. In general, any old note that is not exchanged for a new note may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We may in the future seek to acquire unexchanged old notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plans, however, to acquire any unexchanged old notes or to file with the SEC a shelf registration statement to permit resales of any unexchanged old notes. 44

Resale of the New Notes Based on interpretations by the SEC staff set forth in no-action letters issued to third parties in similar transactions, such as Exxon Capital Holding Corporation and Morgan Stanley & Co. Incorporated, we believe that a holder of the new notes may offer the new notes for resale or resell or otherwise transfer the new notes without compliance with the registration and prospectus delivery requirements of the Securities Act, unless this holder: • is our "affiliate" within the meaning of Rule 405 under the Securities Act;

• is a broker-dealer who purchased old notes directly from us for resale under Rule 144A or any other available exemption under the Securities Act;

• acquired the new notes other than in the ordinary course of this holder's business; or

• is participating, intends to participate or has an arrangement or understanding with any person to participate in the distribution of the new notes.

Accordingly, holders wishing to participate in the exchange offer must make the applicable representations described in "—Procedures for Tendering Old Notes—Representations Made by Tendering Holders of Old Notes" above. Although we are making the exchange offer in reliance on the interpretations by the SEC staff set forth in these no-action letters, we do not intend to seek our own no-action letter from the SEC. Consequently, we cannot assure you that the SEC staff would make a similar determination with respect to the exchange offer as it did in its no-action letters to third parties. If this interpretation is inapplicable and you resell or otherwise transfer any new notes without complying with the registration and prospectus delivery requirements of the Securities Act, you may incur liability under the Securities Act. We do not assume or indemnify you against this liability. You may not rely on the interpretations of the SEC staff in the above-described no-action letters if you are a holder of old notes who:

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document • is our "affiliate" as defined in Rule 405 under the Securities Act;

• does not acquire the new notes in the ordinary course of business;

• tenders in the exchange offer with the intention to participate, or for the purpose of participating, in a distribution of the new notes; or

• is a broker-dealer that purchased old notes from us to resell them pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act, and in the absence of an exemption, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale or other transfer of the new notes. In addition, each broker-dealer that receives new notes for its own account in exchange for old notes that were acquired by it as a result of market-making activities or other trading activities must acknowledge that it will deliver a prospectus in connection with any resale of those new notes. See "Plan of Distribution." Under the registration rights agreement, we will be required to use our best efforts to keep the registration statement that includes this prospectus effective to allow these participating broker-dealers and other persons, if any, with similar prospectus delivery requirements to use this prospectus in connection with the resale of the new notes for the period that ends on the sooner of 180 days after the effectiveness of the registration statement that includes this prospectus and the date on which participating broker-dealers are no longer required to deliver a prospectus in connection with market-making or other trading activities. 45

In order to comply with state securities laws, the new notes may not be offered or sold in any state unless they have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. The new notes are not being offered for sale and may not be offered or sold, directly or indirectly, in Canada, or to any resident thereof, except in accordance with the securities laws of the provinces and territories of Canada. We are not required, and do not intend, to qualify by prospectus in Canada the new notes, and accordingly, the new notes will remain subject to restrictions on resale in Canada. 46

DESCRIPTION OF THE NOTES In this description, the terms "Quebecor Capital" and "we" refer only to Quebecor Capital and not to any of its subsidiaries and the 7 term "Quebecor World" refers only to Quebecor World and not to any of its subsidiaries. In addition, we refer to the 4 /8% notes due 1 2008 as the 2008 notes and the 6 /8% notes due 2013 as the 2013 notes and we refer to the 2008 notes and the 2013 notes together as the notes. Unless otherwise specified or the context otherwise indicates, references to the 2008 notes mean the old 2008 notes and the new 2008 notes and references to the 2013 notes mean the old 2013 notes and the new 2013 notes. You can find the definitions of certain terms used in this description under the subheading "—Definitions." We issued the old notes, and will issue the new notes, in two distinct series, the 2008 notes and the 2013 notes, under an indenture dated as of November 3, 2003, among Quebecor Capital, Quebecor World and Citibank, N.A., as trustee. Citigroup Global Markets Inc., one of the initial purchasers of the old notes, is an affiliate of the trustee. The trustee under the indenture will be referred to herein as the "trustee", which term shall include, unless the context otherwise requires, its successor and assigns. The indenture is governed by the Trust Indenture Act of 1939, as amended. 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. The trustee's address is Citibank, N.A., 111 Wall Street, New York, NY 10005. The form and terms of the new notes will be substantially identical to the form and terms of the old notes, except that:

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document • the new notes will be registered under the Securities Act and, consequently, will be freely tradeable by persons not affiliated with us;

• the new notes will not bear any legend restricting transfer under the Securities Act;

• the new notes are not entitled to the rights which are applicable to the old notes under the registration rights agreement; and

• our obligation to pay additional special interest on the old notes if (a) the exchange offer registration statement that includes this prospectus is not declared effective by April 1, 2004 or (b) the exchange offer is not consummated by May 3, 2004, in each case, at incremental rates ranging from 0.25% per annum to 1.0% per annum depending on how long we fail to comply with these deadlines, does not apply to the new notes.

The new notes will be issued solely in exchange for an equal principal amount of the old notes. As of the date of this prospectus, $600,000,000 aggregate principal amount of the old notes is outstanding. The following description is a summary of the material provisions of the indenture. It does not restate the entire indenture in its entirety. We urge you to read the indenture because it, and not this description, defines your rights as a holder of the notes. A copy of the indenture is available upon request to Quebecor Capital at the address indicated under the caption "—Additional Information". In addition, a copy of the indenture has been filed as an exhibit to the registration statement that includes this prospectus. The registered holder of a note will be treated as the owner of the note for all purposes. Only registered holders will have rights under the indenture. In this description, the term "holder" refers only to registered holders of the notes. 47

General On November 3, 2003, Quebecor Capital issued $600,000,000 aggregate principal amount of old notes in two distinct series, the 2008 notes and the 2013 notes, and Quebecor Capital will issue up to $600,000,000 aggregate principal amount of the new notes in the exchange offer. The old 2008 notes were, and if all of the old 2008 notes are tendered and accepted the new 2008 notes will be, issued in aggregate principal amount of $200,000,000 and the 2008 notes will mature on November 15, 2008. The old 2013 notes were, and if all of the old 2013 notes are tendered and accepted the new 2013 notes will be, issued in aggregate principal amount of $400,000,000 and the 2013 notes will mature on November 15, 2013. The 2008 notes and the 2013 notes will be senior unsecured obligations of Quebecor Capital and will be unconditionally guaranteed by Quebecor World as described under "—Quebecor World Guarantees". Quebecor Capital may, from time to time, without notice to, or consent of, the holders of the notes, create and issue additional 2008 notes or 2013 notes under the indenture. Such additional 2008 notes or 2013 notes will have the same terms as the 2008 notes or 2013 notes, as the case may be, offered hereby in all respects (or in all respects except for the payment of interest accruing prior to the issue date of the 2008 notes or the 2013 notes or except for the first payments of interest following the issue date of the new 2008 notes or 2013 notes) so that the additional 2008 notes or the 2013 notes, as the case may be, may be consolidated and form a single series with the 2008 notes and 2013 notes, as the case may be. 7 Interest on the 2008 notes will accrue at the rate of 4 /8% per annum and will be payable semi-annually in arrears on May 15 and November 15, commencing on May 15, 2004. Quebecor Capital will make each interest payment to the holders of record of the 2008 1 notes on the immediately preceding May 1 and November 1, respectively. Interest on the 2013 notes will accrue at the rate of 6 /8% per annum and will be payable semi-annually in arrears on May 15 and November 15, commencing on May 15, 2004. Quebecor Capital will make each interest payment to the holders of record of the 2013 notes on the immediately preceding May 1 and November 1, respectively. Payment of the principal of, premium, if any, and interest on the notes will be made in United States dollars.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Interest on the notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. The interest rate on the notes will increase if a registration default occurs. We refer to any interest payable as a result of this increase in interest rate as "special interest." You should refer to the description under the heading "—The Exchange Offer" for a more detailed description of the circumstances under which the interest rate will increase. Quebecor Capital will issue new notes only in fully registered form without coupons, in denominations of $1,000 and integral multiples of $1,000. The notes will not have the benefit of any sinking fund. Methods of Receiving Payments on the Notes Quebecor Capital will pay to the trustee all principal, interest, premium, if any, and special interest, if any, on each holder's notes and, if such holder has given wire transfer instructions to the trustee, the trustee shall make all payments to the holder in accordance with those instructions. All other payments on the notes will be made at the office or agency of the paying agent and registrar for the notes within the City and State of New York unless Quebecor Capital elects to make interest payments by check mailed to the holders at their addresses set forth in the register of holders. 48

Paying Agent and Registrar for the Notes The trustee will initially act as paying agent and registrar under the indenture. Quebecor Capital may change the paying agent or registrar without prior notice to any holder, and Quebecor Capital may act as paying agent or registrar. Transfer and Exchange A holder may transfer or exchange its notes in accordance with the indenture. In connection with any transfer or exchange of the notes, the registrar and the trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents, and Quebecor Capital may require a holder to pay any taxes and fees required by law or permitted by the indenture. Quebecor World Guarantees Payment of the principal of, premium, if any, and interest, including special interest, if any, on the notes, when and as the same become due and payable, will be irrevocably and unconditionally guaranteed on a senior unsecured basis by Quebecor World. Ranking The old notes are, and the new notes will be, senior unsecured obligations of Quebecor Capital. The old notes rank, and the new notes will rank, pari passu with all other existing and future senior unsecured indebtedness of Quebecor Capital, and the old notes are, and the new notes will be, effectively subordinated to all existing and any future secured debt of Quebecor Capital to the extent of the assets securing such debt. As of September 30, 2003, after giving effect to the offering of the old notes and the application of the net proceeds as described under "Use of Proceeds," Quebecor Capital would have had $1,521.0 million of senior unsecured debt and no secured debt. The guarantees of the old notes are, and the guarantees of the new notes will be, senior unsecured obligations of Quebecor World. The guarantees of the old notes rank, and the guarantees of the new notes will rank, pari passu with all other senior unsecured indebtedness of Quebecor World, and the guarantees of the old notes are, and the guarantees of the new notes will be, effectively subordinated to all existing and any future secured debt of Quebecor World to the extent of the assets securing such debt. The guarantees will also be effectively subordinated to any existing and future liabilities of all subsidiaries of Quebecor World other than Quebecor Capital. As of September 30, 2003, after giving effect to the offering of the old notes and the application of the net proceeds as described under "Use of Proceeds," Quebecor World would have had $276.0 million of senior unsecured debt and no secured debt. Quebecor Capital advanced the proceeds of the offering of the old notes to Quebecor World (USA), an indirect wholly-owned subsidiary of Quebecor World and Quebecor World (USA) issued to Quebecor Capital notes with payment terms substantially identical to the payment terms of the notes issued in the offering of the old notes. Consequently, the old notes rank, and the new notes will rank, in effect pari passu with any senior unsecured debt issued by Quebecor World (USA). Quebecor Capital has agreed that for so long as any of the notes remain outstanding, it will only issue debt that is (1) expressly subordinated to the notes, (2) guaranteed on a senior unsecured basis by Quebecor World (USA) or (3) issued concurrently with a note of Quebecor World (USA) with substantially the same terms in favor of Quebecor Capital.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document As of September 30, 2003, after giving effect to the offering of the old notes and the application of the net proceeds as described under "Use of Proceeds," the subsidiaries of Quebecor World (other than Quebecor Capital and Quebecor World (USA)) would have had $275.1 million of debt, $83.4 million of which would have been senior secured debt. As of September 30, 2003, after giving 49 effect to the offering of the old notes and the application of the net proceeds as described under "Use of Proceeds," Quebecor World (USA) would have had $183.6 million of senior unsecured debt (excluding intercompany debt) outstanding. Optional Redemption of Notes The notes will be redeemable, in whole or in part, at Quebecor Capital's option at any time and from time to time at a redemption price equal to the greater of: (1) 100% of the principal amount of the notes; and

(2) the sum of the present values of the remaining scheduled payments of principal and interest on the notes (not including interest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 25 basis points for the 2008 notes or 35 basis points for the 2013 notes, as the case may be,

plus, in each case, accrued interest thereon to the date of redemption. "Adjusted Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date. "Comparable Treasury Issue" means the United States Treasury security selected by the Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the notes. "Comparable Treasury Price" means the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and the lowest of such Reference Treasury Dealer Quotations. "Independent Investment Banker" means the Reference Treasury Dealer appointed by the trustee after consultation with Quebecor Capital or if such firm is unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing in the United States appointed by the trustee after consultation with Quebecor Capital. "Reference Treasury Dealer" means each of Citigroup Global Markets Inc. and Banc of America Securities LLC or their respective affiliates which are primary U.S. government securities dealers, and their respective successors, and two other firms that are primary U.S. Government securities dealers in The City of New York (a "Primary Treasury Dealer"), provided, however, that if any of the foregoing ceases to be a Primary Treasury Dealer, Quebecor Capital will substitute for it another Primary Treasury Dealer. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Reference Treasury Dealer, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted by the Reference Treasury Dealer at 3:30 p.m. (New York time) on the third business day preceding the redemption date. Unless Quebecor Capital defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the notes or portions of the notes called for redemption. 50

If less than all of the notes are to be redeemed, the trustee shall select, in such manner as it shall deem fair and appropriate, the particular notes to be redeemed or any portion thereof that is an integral multiple of $1,000. No notes of less than $1,000 will be redeemed in part. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the date of redemption to each holder of notes to be redeemed at its registered address. Notices of redemption may not be conditional.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document If any note is to be redeemed in part only, the notice of redemption that relates to that note will state the portion of the principal amount of that note that is to be redeemed. A new note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the holder thereof upon cancellation of the original note at Quebecor Capital's expense. Notes called for redemption become irrevocably due and payable on the date fixed for redemption. On and after the redemption date, interest will cease to accrue on notes or portions of them called for redemption, provided that the redemption price has been paid or set aside as provided in the indenture. Redemption for Changes in Withholding Taxes If Quebecor Capital or Quebecor World becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the date of issuance of the notes, Quebecor Capital may, at any time, upon not less than 30 nor more than 60 days' notice, redeem all, but not part, of the notes of the affected series at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and special interest, if any, to the redemption date. Prior to any redemption of the notes pursuant to the preceding paragraph, Quebecor Capital shall deliver to the trustee an officers' certificate stating that Quebecor Capital is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of redemption have occurred. Quebecor Capital will be bound to redeem the notes on the date fixed for redemption. Payment of Additional Amounts All payments made by or on behalf of Quebecor Capital or Quebecor World on or with respect to the notes will be made without withholding or deduction for any present or future tax, duty, levy, impost, assessment or other governmental charge imposed or levied by or on behalf of the Government of Canada or of any province or territory thereof or by any authority or agency therein or thereof having power to tax (hereinafter "Taxes"), unless required by law or the interpretation or administration thereof by the relevant Canadian Taxing Authority. If Quebecor Capital or Quebecor World (or any other payor) is required to withhold or deduct any amount on account of Taxes from any payment made under or with respect to any notes that are outstanding on the date of the required payment, it will: (1) make this withholding or deduction;

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

(3) pay the additional amounts, which we refer to as "Additional Amounts," as may be necessary so that the net amount received by each holder (including Additional Amounts) after this withholding or deduction will not be less than the amount the holder would have received if this withholding or deduction had not been required;

51 (4) furnish to the holders, within 30 days after the date the payment of any Taxes is due, certified copies of tax receipts evidencing this payment by Quebecor Capital or Quebecor World;

(5) indemnify and hold harmless each holder (other than an Excluded Holder, as defined 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 these payments and (c) any Taxes imposed with respect to any reimbursement under (a) or (b), but excluding any of these 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 Quebecor Capital or Quebecor World becomes obligated to pay Additional Amounts with respect to such payment,

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document deliver to the trustee an officers' certificate stating the amounts so payable and such other information necessary to enable the trustee to pay these Additional Amounts to holders on the payment date.

Notwithstanding the foregoing, no Additional Amounts will be payable to a holder in respect of beneficial ownership of a note (an "Excluded Holder"): (1) with which Quebecor Capital or Quebecor World does not deal at arm's-length, within the meaning of the Income Tax Act (Canada), at the time of making such payment;

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

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

Whenever in the indenture there is mentioned, in any context, the payment of principal, premium, if any, redemption price, and interest, special interest or any other amount payable under or with respect to any note, this mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable. The obligations described under this heading will survive any termination, defeasance or discharge of the indenture and will apply mutatis mutandis to any jurisdiction in which any successor person to Quebecor Capital or Quebecor World, as applicable, is organized or any political subdivision or taxing authority or agency thereof or therein. Definitions Set forth below is a summary of certain of the defined terms used in the indenture. We urge you to read the indenture for the full definition of all such terms. "Attributable Value" means, as to any particular lease under which any person is at the time liable, for a term of more than 12 months, and at any date as of which the amount thereof is to be determined, the total net amount of rent required to be paid by such person under such lease during the remaining term thereof (excluding any subsequent renewal or other extension option held by the lessee), discounted from the respective due dates to the date of determination at the actual interest rate inherent in such arrangement compounded semi-annually. The net amount of rent required to be paid under any such lease for any such period shall be the aggregate amount of rent payable by the lessee with respect to such period after excluding amounts required to be paid on account of insurance, taxes, assessments, utility, operating and labor costs and similar charges. In the case of any lease which is terminable by the lessee upon the payment of a penalty, such net amount shall also include the amount of such penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated. 52

"Consolidated Net Tangible Assets" means the total amount of assets of any person on a consolidated basis after deducting therefrom (i) all current liabilities, (ii) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and all other like intangible assets and (iii) appropriate adjustments on account of minority interests of other persons holding shares of such Subsidiaries, all as set forth on the most recent balance sheet of such person and its consolidated subsidiaries (but, in any event, as of a date within 150 days of the date of determination) and computed in accordance with the accounting principles used in the preparation of Quebecor World's financial statements. "Government Obligations" means, securities which are (a) direct obligations of the United States of America or (b) obligations of a person controlled or supervised by and acting as an agency or instrumentality of the United States of America, the payment of which is unconditionally guaranteed by such government, which, in either case, are full faith and credit obligations of such government payable in such currency and are not callable or redeemable at the option of the issuer thereof and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such Government Obligation or a specific payment of interest on or principal of any such Government Obligation held by such custodian for the account of a holder of a depositary receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document depository receipt from any amount received by the custodian in respect of the Government Obligation or the specific payment of interest or principal of the Government Obligation evidenced by such depository receipt. "Lien" means, with respect to any property or assets, any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, security interest, lien, charge, easement (other than any easement not materially impairing usefulness or marketability), encumbrance, preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever on or with respect to such property or assets (including, without limitation, any conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing). "Permitted Liens" of any person at any particular time means: (1) Liens in favor of Quebecor World or a Wholly-Owned Subsidiary of Quebecor World (but only so long as such person is a Wholly-Owned Subsidiary of Quebecor World);

(2) Purchase Money Mortgages;

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

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

(5) any renewal, refunding or extension of any Lien referred to in the foregoing clauses (1) through (4) provided that the principal amount of indebtedness secured thereby after such renewal, refunding or extension is not increased and the Lien is limited to the property or assets originally subject thereto and any improvements thereon.

"Purchase Money Mortgage" of any person means any Lien created upon any real or personal property or assets of the person to secure or securing the whole or any part of the purchase price of such property or assets or the whole or any part of the cost of constructing or installing fixed improvements thereon or to secure or securing the repayment of money borrowed to pay the whole or any part of such purchase price or cost of any vendor's privilege or lien on such property or assets 53 securing all or any part of such purchase price or cost including title retention agreements and leases in the nature of title retention agreements; provided that the principal amount of money borrowed which is secured by such Lien does not exceed 100% of such purchase price or cost and any fees incurred in connection therewith. "Sale and Leaseback Transaction" of any person means an arrangement with any lender or investor or to which such lender or investor is a party providing for the leasing by such person of any property or asset of such person which has been or is being sold or transferred by such person more than 12 months after the acquisition thereof or the completion of construction or commencement of operation thereof to such lender or investor or to any person to whom funds have been or are to be advanced by such lender or investor on the security of such property or asset. The stated maturity of such arrangement shall be the date of the last payment of rent or any other amount due under such arrangement prior to the first date on which such arrangement may be terminated by the lessee without payment of a penalty. "Subsidiary" of any person means a corporation 50% or more of the combined voting power of the outstanding Voting Stock of which is owned, directly or indirectly, by such person or by one or more other Subsidiaries of such person or by such person and one or more Subsidiaries thereof.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document "Voting Stock" of any person means Capital Stock of such person which ordinarily has voting power for the election of directors (or persons performing similar functions) of such person, whether at all times or only so long as no senior class of securities has such voting power by reason of any contingency. "Wholly-Owned Subsidiary" of any person means a Subsidiary of such person all of the outstanding Capital Stock or other ownership interests of which (other than directors' qualifying shares) shall at the time be owned by such person or by one or more Wholly-Owned Subsidiaries of such person or by such Person and one or more Wholly-Owned Subsidiaries of such person. Covenants Limitation on Liens Quebecor World will not, and will not permit any Subsidiary of Quebecor World to, create, incur or assume any Lien securing any indebtedness for borrowed money or interest thereon (or any liability of Quebecor World or such Subsidiary under any guarantee or endorsement or other instrument under which Quebecor World or such subsidiary is contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also at the same time or prior thereto securing, or causing such Subsidiary to secure, indebtedness under the indenture so that the notes are secured equally and ratably with such other indebtedness or liability, except that Quebecor World and its Subsidiaries may incur a Lien to secure indebtedness for borrowed money or enter into a Sale and Leaseback Transaction without securing the notes if, after giving effect thereto, the sum of (i) the amount of indebtedness for borrowed money secured by Liens created, incurred or assumed after the date of the indenture and otherwise prohibited by the indenture and (ii) the Attributable Value of all Sale and Leaseback Transactions entered into after the date of the indenture and otherwise prohibited by the indenture does not exceed 10% of Consolidated Net Tangible Assets of Quebecor World. Limitation on Sale and Leaseback Transactions Quebecor World may not, and may not permit any Subsidiary of Quebecor World to, enter into any Sale and Leaseback Transaction unless (i) Quebecor World or such Subsidiary would be entitled to enter into such Sale and Leaseback Transaction pursuant to the provisions of the indenture described under the "—Limitation on Liens" covenant above without securing the notes or (ii) Quebecor World or such Subsidiary shall apply, within 360 days of the effective date of any such arrangement, an 54 amount equal to the Attributable Value in respect of the leases relating to such Sale and Leaseback Transactions to the prepayment or retirement of indebtedness which matures more than 12 months after the date of the creation of the indebtedness. Mergers, Amalgamations, Consolidations and Certain Sales of Assets Neither Quebecor Capital nor Quebecor World may amalgamate or consolidate with or merge into any other person or directly or indirectly sell, assign, convey, transfer or lease or otherwise dispose of all or substantially all of its properties and assets to any person unless: • in a transaction in which Quebecor Capital or Quebecor World, as the case may be, does not survive or continue in existence or in which Quebecor Capital or Quebecor World sells, assigns, conveys, transfers or leases or otherwise disposes of all or substantially all of its properties and assets, the successor entity is organized under (a) the laws of the United States of America or any state thereof or the District of Columbia or (b) in case of a successor entity to Quebecor World only, the laws of Canada or any province thereof, and in either case, shall expressly assume, by a supplemental indenture executed and delivered to the trustee in form satisfactory to the trustee, all of Quebecor Capital's obligations under the notes and under the indenture or all of Quebecor World's obligations under the guarantees and under the indenture, as the case may be;

• immediately before and after giving effect to such transaction, no Event of Default or event that with the passing of time or the giving of notice, or both, would constitute an Event of Default shall have occurred and be continuing;

• immediately after giving effect to such transaction, the Consolidated Net Tangible Assets of Quebecor Capital or Quebecor World (or other successor entity), as the case may be, is equal to or greater than that of Quebecor Capital or

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Quebecor World, as the case may be, immediately prior to such transaction;

• if, as a result of any such transaction, property or assets of Quebecor Capital, Quebecor World or any Subsidiary of Quebecor Capital or Quebecor World would become subject to a Lien, then, unless such Lien could be created pursuant to the indenture provisions described under the "—Limitation on Liens" covenant above without equally and ratably securing the notes, Quebecor Capital or Quebecor World, as the case may be, prior to or simultaneously with such transaction, shall have caused the notes to be secured equally and ratably with or prior to the indebtedness secured by such Lien; and

• certain other conditions are met.

Provision of Financial Information Quebecor World will file with the trustee, within 15 days after it files them with the SEC, copies of its annual report and/or the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rule and regulation prescribe) which Quebecor World is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that Quebecor World may not be required to remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Quebecor World will continue to file with the SEC and provide the trustee and holders (a) within 140 days after the end of each fiscal year, annual reports on Form 20-F or 40-F as applicable (or any successor form), containing the information required to be contained therein (or required in such successor form); and (b) within 60 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 6-K (or any successor form), containing the information which, regardless of applicable requirements shall, at a minimum, contain such information required to be provided in quarterly reports under the laws of Canada or any province thereof to security holders of a corporation 55 with securities listed on the Toronto Stock Exchange, whether or not Quebecor World has any of its securities so listed. Each of such reports will be prepared in accordance with Canadian or United States disclosure requirements and generally accepted accounting principles, provided, however, that Quebecor World shall not be so obligated to file such reports with the SEC if the SEC does not permit such filings. Events of Default The following are Events of Default under the indenture with respect to each series of notes: (1) default in the payment of the principal of (or premium, if any, on) any note of such series at its maturity;

(2) default in the payment of any interest on any note of such series when it becomes due and payable, and continuance of such default for a period of 30 days;

(3) default in the performance, or breach, of any other covenant or warranty of Quebecor Capital or Quebecor World in the indenture (other than a covenant or warranty a default in whose performance or whose breach is specifically dealt with elsewhere in the indenture), and continuance of such default or breach for a period of 60 days after written notice to Quebecor Capital and Quebecor World by the trustee or by the holders of at least 25% in principal amount of the outstanding notes of the series affected by the default issued under the indenture;

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (4) failure to pay when due, after the expiration of any applicable grace period, any portion of the principal of, or involuntary acceleration of the maturity of, indebtedness for borrowed money of Quebecor World, Quebecor Capital or any subsidiary of Quebecor World having an aggregate principal amount outstanding in excess of the greater of $50,000,000 and 5% of Consolidated Net Tangible Assets of Quebecor World;

(5) a final judgment or order or final judgments or orders for the payment of money are entered against Quebecor Capital, Quebecor World or any subsidiary of Quebecor World in an uninsured or unindemnified aggregate amount in excess of the greater of $50,000,000 and 5% of Consolidated Net Tangible Assets of Quebecor World by a court or courts of competent jurisdiction, which judgments or orders are not discharged, waived, stayed, satisfied or bonded within a period (during which execution will not be effectively stayed) of 60 consecutive days after the right to appeal all such judgments or orders has expired; and

(6) certain events of bankruptcy, insolvency or reorganization described in the indenture.

If an Event of Default for either series of notes described in clause (1) or (2) above occurs and is continuing with respect to the notes, then in every such case the trustee or the holders of not less than 25% in principal amount of the outstanding notes of such affected series may declare the principal amount of all the outstanding notes of the series and all interest thereon to be due and payable immediately, by notice in writing to Quebecor Capital (and to the trustee if given by holders), and upon any such declaration the same shall become immediately due and payable. If an Event of Default for either series of notes described in clause (3) above occurs and is continuing with respect to the notes, then in every such case the trustee or the holders of not less than 25% in principal amount of the outstanding notes of such affected series may declare the principal amount of all the outstanding notes of the series and all interest thereon to be due and payable immediately, by notice in writing to Quebecor Capital (and to the trustee if given by holders), and upon any such declaration the same shall become immediately due and payable. If an Event of Default for either series of the notes described in clause (4), (5) or (6) above occurs and is continuing, then in every such case the trustee or the holders of not less than 25% in principal amount of all outstanding notes of such affected series may declare the principal amount of all the outstanding notes of the series and all interest thereon to be due and payable immediately, by notice in writing to Quebecor Capital (and to the trustee if given 56 by holders), and upon any such declaration the same shall become immediately due and payable. However, at any time after a declaration of acceleration with respect to the notes has been made and before a judgment or decree for payment of the money due has been obtained, the holders of a majority in principal amount of the outstanding notes of the affected series, by written notice to Quebecor Capital and the trustee, may, under certain circumstances, rescind and annul such acceleration. The indenture provides that, subject to the duty of the trustee during default to act with the required standard of care, the trustee shall be under no obligation to exercise any of its rights and powers under the indenture at the request or direction of any of the holders, unless such holders shall have offered to the trustee reasonable indemnity. Subject to such provisions for indemnification of the trustee and certain other limitations set forth in the indenture, the holders of a majority in principal amount of the outstanding notes affected by an Event of Default shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee, with respect to the outstanding notes. No holder of a note of either series will have any right to institute any proceedings with respect to the indenture, or for the appointment of a receiver of a trustee, or for any other remedy thereunder unless (a) such holder has previously given to the trustee written notice of a continuing Event of Default with respect to the notes of the affected series, (b) the holders of at least 25% in principal amount of the outstanding notes of the affected series have made written request; and such holder or holders have offered reasonable indemnity, to the trustee to institute such proceedings as trustee and (c) the trustee has failed to institute such proceeding, and has not received from the holders of a majority in the aggregate principal amount of outstanding notes of the affected series a direction inconsistent with such request, within 60 days after such notice, request and offer. However, such limitations do not apply to a suit instituted by the holder of a note for the enforcement of payment of principal of or interest on such note on or after the applicable due date specified in such note.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document During the existence of an Event of Default, the trustee is required to exercise such rights and powers vested in it under the indenture and use the same degree of care and skills in its exercise as a prudent person would exercise under the circumstances in the conduct of such person's own affairs. The Trust Indenture Act contains limitations on the rights of the trustee, should it become a creditor of Quebecor Capital or Quebecor World, to obtain payment of claims in certain cases or to realize on certain property received by it in respect of any such claims, as security or otherwise. The trustee is permitted to engage in other transactions, provided that if it acquires any conflicting interest it must eliminate such conflict upon the occurrence of an Event of Default or else resign. Quebecor Capital and Quebecor World will each be required to furnish to the trustee annually a statement as to the performance by Quebecor Capital or Quebecor World, as the case may be, of certain of their respective obligations under the indenture and as to any default in such performance. Defeasance The indenture provides that, at the option of Quebecor Capital or Quebecor World, Quebecor Capital and Quebecor World will be discharged from any and all obligations in respect of the outstanding notes of either series upon irrevocable deposit with the trustee, in trust, of money and/or Government Obligations which will provide money in an amount sufficient in the opinion of a nationally recognized firm of independent chartered accountants or certified public accountants to pay the principal of and each installment of interest on the outstanding notes of such series ("Defeasance") (except with respect to the authentication, transfer, exchange or replacement of notes or the 57 maintenance of a Place of Payment and certain other obligations set forth in the indenture). Such trust may only be established if, among other things: • Quebecor Capital or Quebecor World, as the case may be, has delivered to the trustee an Opinion of Counsel in the United States stating that (x) Quebecor Capital or Quebecor World, as the case may be, has received from, or there has been published by, the Internal Revenue Service a ruling, or (y) since the date of execution of the indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that the holders of the outstanding notes of the affected series will not recognize gain or loss for United States federal income tax purposes as a result of such Defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Defeasance had not occurred;

• Quebecor Capital or Quebecor World, as the case may be, has delivered to the trustee an Opinion of Counsel in Canada or a ruling from Revenue Canada, Customs, Excise and Taxation to the effect that the holders of the outstanding notes of the affected series will not recognize income, gain or loss for Canadian federal or provincial income or other tax purposes as a result of such Defeasance and will be subject to Canadian federal or provincial income and other tax on the same amounts, in the same manner and at the same times as would have been the case had such Defeasance not occurred (and for the purposes of such opinion, such Canadian counsel shall assume that holders of the outstanding notes of the affected series include holders who are not resident in Canada);

• no Event of Default or event that, with the passing of time or the giving of notice, or both, shall constitute an Event of Default for the notes of the affected series shall have occurred or be continuing;

• neither Quebecor Capital nor Quebecor World is an "insolvent person" within the meaning of the Bankruptcy and Insolvency Act (Canada);

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document • Quebecor Capital or Quebecor World, as the case may be, has delivered to the trustee an Opinion of Counsel to the effect that such deposit shall not cause the trustee or the trust so created to be subject to the United States Investment Company Act of 1940, as amended; and

• other customary conditions precedent are satisfied.

Quebecor Capital or Quebecor World may exercise its Defeasance option notwithstanding a prior exercise of the Covenant Defeasance option described in the following paragraph if Quebecor Capital or Quebecor World, as the case may be, meets the conditions described in the preceding sentence at the time Quebecor Capital exercised the Defeasance option. The indenture provides that, at the option of Quebecor Capital or Quebecor World, unless and until Quebecor Capital or Quebecor World has exercised its Defeasance option described in the preceding paragraph, Quebecor Capital and Quebecor World may omit to comply with the "Limitation on Liens" covenant, the "Limitation on Sale and Leaseback Transactions" covenant and the "Mergers, Amalgamations, Consolidations and Certain Sales of Assets" covenant and certain other covenants and such omission shall not be deemed to be an Event of Default under the indenture and the outstanding notes upon irrevocable deposit with the trustee, in trust, of money and/or Government Obligations which will provide money in an amount sufficient in the opinion of a nationally recognized firm of independent chartered accountants or certified public accountants to pay the principal of and each installment of interest on the outstanding notes ("Covenant Defeasance"). If Quebecor Capital or Quebecor World exercises the Covenant Defeasance option, the obligations under the indenture other than with respect to such covenants and the Events of Default other than with respect to such 58 covenants shall remain in full force and effect. Such trust may only be established if, among other things: • Quebecor Capital or Quebecor World, as the case may be, has delivered to the trustee an Opinion of Counsel in the United States to the effect that the holders of the outstanding notes will not recognize gain or loss for United States federal income tax purposes as a result of such Covenant Defeasance and will be subject to United States 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;

• Quebecor Capital or Quebecor World, as the case may be, has delivered to the trustee an Opinion of counsel in Canada or a ruling from the Canada Customs and Revenue Agency to the effect that the holders of the outstanding notes will not recognize income, gain or loss for Canadian federal or provincial income or other tax purposes as a result of such Covenant Defeasance and will be subject to Canadian federal or provincial income and other tax on the same amounts, in the same manner and at the same times as would have been the case had such Covenant Defeasance not occurred (and for the purposes of such opinion, such Canadian counsel shall assume that holders of the outstanding notes include holders who are not resident in Canada);

• no Event of Default or event that, with the passing of time or the giving of notice, or both, shall constitute an Event of Default, shall have occurred or be continuing;

• neither Quebecor Capital nor Quebecor World is an "insolvent person" within the meaning of the Bankruptcy and Insolvency Act (Canada);

• Quebecor Capital or Quebecor World, as the case may be, has delivered to the trustee an Opinion of Counsel to the effect that such deposit shall not cause the trustee or the trust so created to be subject to the United States Investment

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Company Act of 1940, as amended; and

• other customary conditions precedent are satisfied.

Modification and Waiver Modifications and amendments of the indenture may be made by Quebecor Capital, Quebecor World and the trustee with the consent of the holders of a majority in aggregate principal amount of the outstanding notes of each series then outstanding and affected; provided, however, that no such modification or amendment may, without the consent of the holder of each outstanding note of such series: • change the stated maturity of the principal of, or any installment of interest on, an outstanding note;

• reduce the principal amount of, premium (if any) or the rate of interest on an outstanding note;

• reduce the amount of the principal of an outstanding note payable upon the acceleration of the maturity thereof;

• change the place or currency of payment of principal, premium (if any) or interest on such outstanding note;

• modify or affect in any manner adverse to the holders of notes, the terms and conditions of such guarantees;

• impair the right to institute suit for the enforcement of any payment on or with respect to an outstanding note;

• reduce the percentage in principal amount of outstanding notes, the consent of the holders of which is required for modification or amendment of the indenture or for waiver of compliance with certain provisions of the indenture or for waiver of certain defaults; or

59 • modify any provisions of the indenture relating to the modification or amendment of the indenture or the waiver of past defaults or covenants except as otherwise specified.

The holders of a majority in principal amount of notes of any series, on behalf of all holders of outstanding notes of such series, may waive compliance by Quebecor Capital and Quebecor World with certain restrictive provisions of the indenture. Subject to certain rights of the trustee, as provided in the indenture, the holders of a majority in principal amount of outstanding notes of any series with respect to which an Event of Default shall have occurred and be continuing may, on behalf of the holders of all outstanding notes of such series, waive any past default under the indenture, except a default in the payment of the principal of, premium (if any) or interest on any note or in respect of any provision which under the indenture cannot be modified or amended without the consent of the holder of each outstanding note of such series. Additional Information Anyone who receives this prospectus may obtain a copy of the indenture and registration rights agreement without charge by writing to Quebecor World Inc., 612 Saint-Jacques Street, Montreal, Québec, Canada, H3C 4M8, Attention: Vice President, Corporate General Counsel and Secretary. Governing Law

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The indenture, the notes and the guarantees are governed by, and construed in accordance with, the laws of the State of New York. Enforceability of Judgments Since a significant portion of the assets of Quebecor World are outside the United States, any judgments obtained in the United States against Quebecor World, including judgments and payments with respect to the guarantees, may not be collectible within the United States. Quebecor World's head office is in Québec. Quebecor World has been informed by its Canadian counsel, Ogilvy Renault, that the laws of Québec permit an action to be brought in a court of competent jurisdiction in Québec (a "Québec Court") on any final and enforceable judgment in personam for a sum certain of any federal or state court located in the Borough of Manhattan in The City of New York (a "New York Court") that is not subject to ordinary remedy under the internal laws of the State of New York if (i) the court rendering such judgment had jurisdiction over the judgment debtor, as recognized by the Québec Court (submission by Quebecor World in the indenture to the jurisdiction of the New York Court being sufficient for such purpose); (ii) such judgment was not obtained by fraud or in a manner contrary to natural justice or in contravention of the fundamental principles of procedure; (iii) the decision and enforcement thereof would not be inconsistent with public order as understood in international relations in Québec; (iv) the enforcement of such judgment does not constitute, directly or indirectly, the enforcement of foreign revenue laws (including taxation laws) or other laws of a public nature, such as expropriatory or penal laws; (v) a dispute between the same parties, based on the same facts and having the same object, has not given rise to a decision rendered in Québec, whether or not a final judgment, is not pending before a Québec Court in the first instance, or has not been decided in a third country and the decision has met the necessary conditions for recognition in Québec; (vi) the decision has not been rendered by default unless the plaintiff has proven due service on the defaulting party in accordance with the laws of the jurisdiction in which the decision was rendered; and (vii) the action to enforce such judgment is commenced within the applicable limitation period. Ogilvy Renault is not aware of any reasons under the present laws of Québec for avoiding enforcement of judgments of a New York Court with respect to the indenture or the notes on the basis of public order, as that term is understood in international relations and under the laws of Québec. 60 In addition, under the Currency Act (Canada), a Canadian Court may only render judgment for a sum of money in Canadian currency, and in enforcing a foreign judgment for a sum of money in a foreign currency, a Canadian Court will render its decision in the Canadian currency equivalent of such foreign currency, converted at the rate of exchange prevailing on the day that the judgment of the New York Court became enforceable under New York law. Consent to Jurisdiction and Service The indenture provides that each of Quebecor Capital and Quebecor World irrevocably appoint CT Corporation System, as its agent for service of process in any suit, action or proceeding arising out of or relating to the indenture, the notes and the guarantees and for actions brought under federal or state securities laws brought in any federal or state court located in The City of New York and will submit to such jurisdiction. Book-Entry, Delivery and Form Except as set forth below, the new notes will be issued in registered, global form in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. New notes will be issued at the closing of the exchange offer only against surrender of old notes. The new notes initially will be represented by one or more notes in registered, global form without interest coupons, collectively, the global notes. The global notes will be deposited upon issuance with the trustee as custodian for The Depository Trust Company, or DTC, in New York, New York, and registered in the name of DTC or its nominee, for credit to an account of a direct or indirect participant in DTC as described below. The global notes may be transferred, in whole and not in part, only by DTC to another nominee of DTC, by a nominee of DTC to DTC or another nominee, or by DTC or this nominee to a successor of DTC or a nominee of this successor. Beneficial interests in the global notes may not be exchanged for notes in certificated form except in the limited circumstances described below. See "—Exchange of Global Notes for Certificated Notes." Except in the limited circumstances described below, owners of beneficial interests in the global notes will not be entitled to receive physical delivery of notes in certificated form. Transfers of beneficial interests in the global notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants, including, if applicable, those of Euroclear and Clearstream, which may change from time to time. Depositary Procedures The following description of the operations and procedures of DTC, Euroclear and Clearstream Banking, S.A. are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document subject to changes by them. Quebecor Capital takes no responsibility for these operations and procedures and urges investors to contact the system or their participants directly to discuss these matters. DTC has advised Quebecor Capital that DTC is a limited-purpose trust company created to hold securities for its participants and to facilitate the clearance and settlement of transactions in those securities between these participants through electronic book-entry changes in accounts of its participants. The participants include securities brokers and dealers (including the initial purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC's system is also available to indirect participants, which include other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly. Persons who are not participants may beneficially own securities held by or on behalf of 61

DTC only through the participants or the indirect participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the participants and indirect participants. DTC has also advised Quebecor Capital that, pursuant to procedures established by it: • upon deposit of the global notes, DTC will credit the accounts of participants designated by the initial purchasers with portions of the principal amount of the global notes; and

• ownership of these interests in the global notes will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC (with respect to the participants) or by the participants and the indirect participants (with respect to other owners of beneficial interest in the global notes).

Investors in the global notes who are participants in DTC's system may hold their interests in the global notes directly through DTC. Investors in the global notes who are not participants may hold their interests therein indirectly through organizations (including Euroclear and Clearstream) which are participants in such system. Euroclear and Clearstream will hold interests in the global notes on behalf of their participants through customers' securities accounts in their respective names on the books of their respective depositories, which are Euroclear S.A. N.V., or its successor, as operator of Euroclear, and Citibank, N.A., as operator of Clearstream. All interests in a global note, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems. The laws of some states require that certain persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a global note to such persons will be limited to that extent. Because DTC can act only on behalf of participants, which in turn act on behalf of indirect participants, the ability of a person having beneficial interests in a global note to pledge such interests to persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests. Except as described below, owners of interest in the global notes will not have notes registered in their names, will not receive physical delivery of notes in certificated form and will not be considered the registered owners or "holders" thereof under the indenture for any purpose. Payments in respect of the principal of, and interest and premium and special interest, if any, on a global note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder under the indenture. Under the terms of the indenture, Quebecor Capital, Quebecor World and the trustee will treat the persons in whose names the notes, including the global notes, are registered as the owners for the purpose of receiving payments and for all other purposes. Consequently, none of Quebecor Capital, Quebecor World, the trustee or any agent of Quebecor Capital, Quebecor World or the trustee has or will have any responsibility or liability for: • any aspect of DTC's records or any participant's or indirect participant's records relating to or payments made on account of beneficial ownership interests in the global notes or for maintaining, supervising or reviewing any of DTC's records or any participant's or indirect participant's records relating to the beneficial ownership interests in the global notes; or

• any other matter relating to the actions and practices of DTC or any of its participants or indirect participants.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 62 DTC has advised Quebecor Capital that its current practice, upon receipt of any payment in respect of securities such as the notes (including principal and interest), is to credit the accounts of the relevant participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Each relevant participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the participants and the indirect participants to the beneficial owners of notes will be governed by standing instructions and customary practices and will be the responsibility of the participants or the indirect participants and will not be the responsibility of DTC, the trustee or Quebecor Capital. Neither Quebecor Capital nor the trustee will be liable for any delay by DTC or any of its participants in identifying the beneficial owners of the notes, and Quebecor Capital and the trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes. Transfers between participants in DTC will be effected in accordance with DTC's procedures, and will be settled in same-day funds, and transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures. Cross-market transfers between the participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC's rules on behalf of each of Euroclear or Clearstream, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant global note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositaries for Euroclear or Clearstream. DTC has advised Quebecor Capital that it will take any action permitted to be taken by a holder of notes only at the direction of one or more participants to whose account DTC has credited the interests in the global notes and only in respect of such portion of the aggregate principal amount of the notes as to which such participant or participants has or have given such direction. However, if there is an Event of Default under the notes, DTC reserves the right to exchange the global notes for legended notes in certificated form, and to distribute such notes to its participants. Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the global notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. None of Quebecor Capital, Quebecor World or the trustee or any of their respective agents will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations. Exchange of Global Notes for Certificated Notes A global note is exchangeable for definitive notes in registered certificated form, which we refer to as certificated notes, if: • DTC notifies Quebecor Capital that it (a) is unwilling or unable to continue as depositary for the global notes or (b) has ceased to be a clearing agency registered under the Exchange Act and, in either case, Quebecor Capital fails to appoint a successor depositary within 120 days after the date of such notice;

63 • Quebecor Capital, at its option, notifies the trustee in writing that it elects to cause the issuance of the certificated notes; or

• there shall have occurred and be continuing a Default or Event of Default with respect to the notes.

In addition, beneficial interests in a global note may be exchanged for certificated notes upon prior written notice given to the trustee by or on behalf of DTC in accordance with the indenture. In all cases, certificated notes delivered in exchange for any global

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document note or beneficial interests in global notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures). Exchange of Certificated Notes for Global Notes Certificated notes may not be exchanged for beneficial interests in any global note unless the transferor first delivers to the trustee a written certificate to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such notes. Same Day Settlement and Payment Quebecor Capital will make payments in respect of the notes represented by the global notes (including principal, premium, if any, interest and special interest, if any) by wire transfer of immediately available funds to the accounts specified by the global note holder. Quebecor Capital will make all payments of principal, interest and premium and special interest, if any, with respect to certificated notes by wire transfer of immediately available funds to the accounts specified by the holders thereof or, if no such account is specified, by mailing a check to each such holder's registered address. The notes represented by the global notes are expected to be eligible to trade in the Portal Market and to trade in DTC's Same-Day Funds Settlement System, and any permitted secondary market trading activity in such notes will, therefore, be required by DTC to be settled in immediately available funds. Quebecor Capital expects that secondary trading in any certificated notes will also be settled in immediately available funds. Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a global note from a participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised Quebecor Capital that cash received in Euroclear or Clearstream as a result of sales of interests in a global note by or through a Euroclear or Clearstream participant to a participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC's settlement date. 64

TAX CONSIDERATIONS U.S. Federal Income Tax Considerations Based on the advice of Arnold & Porter, the following is a summary of certain U.S. federal income tax consequences applicable to the acquisition, ownership and disposition of new notes by a holder who acquires the notes pursuant to this exchange offer. This summary is based on the Internal Revenue Code of 1986, as amended, which we refer to as the Code, Treasury Regulations, Internal Revenue Service, or IRS, rulings and judicial decisions now in effect. All of these are subject to change, possibly with retroactive effect, or different interpretations. For purposes of this summary, "U.S. Holder" means a beneficial holder of a note who for U.S. federal income tax purposes is: • an individual citizen or resident alien of the United States;

• a corporation or other entity treated as such formed in or under the laws of the United States or any political subdivision of the United States;

• an estate, the income of which is subject to U.S. federal income taxation regardless of its source;

• a trust, if a court within the United States is able to exercise primary supervision over the administration of such trust and one or more "United States persons" (within the meaning of the Code) have the authority to control all substantial decisions of the trust, or if a valid election is in effect to be treated as a United States person; or

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document • a partnership or other entity treated as such, but only with respect to partners that are U.S. Holders under any of the foregoing clauses.

For purposes of this summary, "Non-U.S. Holder" means a beneficial holder of a note who is not a U.S. Holder. This summary does not cover all aspects of U.S. federal income taxation that may be relevant to particular holders in light of their specific circumstances (for example, holders subject to the alternative minimum tax provisions of the Code or Non-U.S. Holders who are former citizens or long-term residents for U.S. federal income tax purposes) or to investors who may be subject to special treatment under U.S. federal income tax law, including: • dealers in stocks, securities or currencies;

• securities traders that use a mark-to-market accounting method;

• banks;

• insurance companies;

• tax-exempt organizations;

• persons holding notes as part of a hedging or conversion transaction or a straddle;

• persons deemed to sell notes under the constructive sale provisions of the Code;

• persons whose functional currency is not the U.S. dollar; and

• direct, indirect or constructive owners of 10% or more of our outstanding voting shares.

The summary also does not discuss any aspect of state, local or foreign law, or U.S. federal estate and gift tax law as applicable to U.S. Holders. In addition, it is limited to holders who purchase and hold the notes as "capital assets" within the meaning of the Code (generally, property held for investment). Holders should consult their own tax advisors regarding the federal, state, local and foreign tax consequences of the acquisition, ownership and disposition of the notes. 65

Exchange of Notes The exchange of an old note for a new note by a holder pursuant to this exchange offer will not constitute a taxable exchange for U.S. federal income tax purposes. A holder will not recognize any gain or loss upon the receipt of a new note pursuant to this exchange offer and a holder will be required to continue to include interest on the new note in gross income in the manner and to the extent described herein. A holder's holding period for a new note will include the holding period for the old note exchanged pursuant to this exchange offer, and such holder's basis in the new note immediately after the exchange will be the same as such holder's basis in such old note immediately before the exchange.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Interest on the Notes Payments of interest on a note held by a U.S. Holder will be taxable as ordinary income at the time it is received or accrued, in accordance with the U.S. Holder's method of accounting for U.S. federal income tax purposes. Payments of interest on a note held by a Non-U.S. Holder will not be subject to U.S. federal income or withholding tax if: • the Non-U.S. Holder is not a "controlled foreign corporation" related to us within the meaning of the Code;

• the interest is not effectively connected with the Non-U.S. Holder's conduct of a trade or business within the United States; and

• we have timely received a properly completed IRS Form W-8 (or an acceptable substitute), signed under penalties of perjury and certifying that the Non-U.S. Holder is not a "United States person" within the meaning of the Code. Special certification rules apply to Non-US. Holders that are neither individuals nor corporations.

If a Non-U.S. Holder does not satisfy the foregoing requirements, payments of interest will generally be subject to U.S. federal withholding tax at a 30% or lower treaty rate. Interest income that is effectively connected with a Non-U.S. Holder's conduct of a U.S. trade or business will generally be subject to U.S. federal income tax on a net basis, but will be exempt from U.S. federal withholding tax if we have timely received a properly completed IRS Form W-8. Such income may also be subject to a 30% or lower treaty rate of additional branch profits tax if the Non-U.S. Holder is a corporation. Optional Redemption We may redeem all or a portion of the notes at any time before their maturity. Under the Treasury Regulations, we will be deemed to exercise any option to redeem the notes if the exercise of such option would lower the yield of the notes. We believe, and will take the position for all U.S. federal income tax purposes, that we will not be treated as having exercised the option to redeem the notes under these rules. Additional Amounts If Quebecor Capital or Quebecor World is required to pay any Additional Amounts in respect of the notes, a U.S. Holder will treat such payment as interest income at the time it is received or accrued, in accordance with the U.S. Holder's method of accounting for U.S. federal income tax purposes. Foreign withholding taxes paid by Quebecor Capital or Quebecor World may be deductible in computing the U.S. Holder's taxable income or, at the U.S. Holder's election and subject to generally applicable limitations and conditions, may instead be eligible for credit against the U.S. Holder's federal income tax liability. If Quebecor Capital or Quebecor World is required to pay any Additional 66

Amounts in respect of the notes, U.S. Holders should consult their own tax advisors regarding the treatment of any foreign withholding taxes for U.S. federal income tax purposes, including the availability and computation of any credit or deduction. Sale, Exchange or Retirement of a Note A U.S. Holder generally will recognize a gain or loss upon the sale, exchange, redemption, retirement or other disposition of a note, measured by the difference, if any, between: • the amount of cash and the fair market value of any property received, except to the extent that the cash or other property is attributable to the payment of accrued interest not previously included in income, which amount will be taxable as ordinary income; and

• the holder's tax basis in the notes (generally equal to their cost to the U.S. Holder).

Any such gain or loss will be a capital gain or loss and will generally be a long-term capital gain or loss if the note has been held or deemed held for more than one year at the time of the disposition. Net capital gains of noncorporate U.S. Holders, including individuals,

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document may be taxed at lower rates than items of ordinary income. The ability of a U.S. Holder to offset capital losses against ordinary income is limited. A Non-U.S. Holder will generally not be subject to U.S. federal income or withholding tax on gain from a disposition of notes unless: • the gain is effectively connected with the Non-U.S. Holder's conduct of a trade or business within the United States; or

• if the Non-U.S. Holder is an individual, he or she is physically present in the United States for at least 183 days during the taxable year of the disposition and certain other requirements are met.

Gain from a Non-U.S. Holder's disposition of notes will be subject to U.S. federal income tax on a net basis if that gain is effectively connected with the Non-U.S. Holder's conduct of a U.S. trade or business. If the Non-U.S. Holder is a corporation, such gain may also be subject to a 30% or lower treaty rate of additional branch profits tax. Estate Tax Consequences for Non-U.S. Holders A note beneficially held by an individual Non-U.S. Holder at the time of his or her death generally will not be subject to U.S. estate tax, provided that interest on that note, if received by such Non-U.S. Holder at the time of his or her death, would not have been effectively connected with the conduct of a trade or business within the United States. Information Reporting and Backup Withholding A U.S. Holder of the notes may be subject to "backup withholding" with respect to certain "reportable payments," including interest payments and, under certain circumstances, principal payments on the notes and proceeds from a disposition of the notes. These backup withholding rules apply if the U.S. Holder, among other things: • fails to furnish a social security number or other taxpayer identification number, or TIN, certified under penalty of perjury within a reasonable time after the request for the TIN;

• furnishes an incorrect TIN;

• fails to report properly interest or dividends; or

67 • under certain circumstances, fails to provide a certified statement, signed under penalties of perjury, that the TIN furnished is the correct number and that such holder is not subject to backup withholding.

A U.S. Holder who does not provide us with its correct TIN also may be subject to penalties imposed by the IRS. Any amount withheld from a payment to a U.S. Holder under the backup withholding rules is creditable against the U.S. Holder's federal income tax liability, provided that the required information is furnished to the IRS. Backup withholding will not apply, however, with respect to payments made to certain U.S. Holders, including corporations, provided their exemptions from backup withholding are properly established. Information reporting (but not backup withholding) generally will apply to interest payments made to Non-U.S. Holders. Backup withholding and information reporting generally will not apply to principal payments made to a Non-U.S. Holder who certifies under penalties of perjury that it is not a "United States person" within the meaning of the Code or otherwise establishes an exemption. The payment of the proceeds from a Non-U.S. Holder's disposition of a note to or through the U.S. office of any broker will be subject to information reporting and possible backup withholding unless the Non-U.S. Holder certifies under penalty of perjury that it is not a "United States person" within the meaning of the Code or otherwise establishes an exemption, provided that the broker does not have actual knowledge to the contrary. The payment of the proceeds from the disposition of a note to or through a non-U.S. office of a non-U.S. broker will not be subject to information reporting or backup withholding unless the broker is:

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document • a "controlled foreign corporation" within the meaning of the Code, or

• a foreign person 50% or more of whose gross income from all sources for the three-year period ending with the close of its taxable year preceding the payment (or for such part of the period that the broker has been in existence) is derived from activities that are effectively connected with the conduct of a U.S. trade or business.

If either of the foregoing conditions is satisfied or the broker is a "United States person" within the meaning of the Code, the payment will be subject to information reporting unless the broker has documentary evidence in its files that the holder is a Non- U.S. Holder and the broker has no knowledge to the contrary. Backup withholding will not apply to payments made through an office of such a broker absent actual knowledge that the payee is a United States person. We will report to holders of notes and to the IRS the amount of any "reportable payments" for each calendar year and the amount of tax withheld, if any, with respect to these payments. 68

PLAN OF DISTRIBUTION Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of these new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where those old notes were acquired as a result of market-making activities or other trading activities. Under the registration rights agreement, Quebecor Capital and Quebecor World have agreed that, starting on the expiration date and ending on the sooner of 180 days after the expiration date and the date on which all participating broker-dealers have sold all the new notes held by them, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any of these resales. In addition, until , 2004, all dealers effecting transactions in the new notes may be required to deliver a prospectus. We will not receive any proceeds from any sale of new notes by broker-dealers. New notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new notes or a combination of these methods of resale, at market prices prevailing at the time of resale, at prices related to these prevailing market prices or negotiated prices. Any of these resales may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any of these broker-dealers and/or the purchasers of any of these new notes. Any broker-dealer that resells new notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of these new notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit of any of these resales of new notes and any commissions or concessions received by any of these persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. For a period of 180 days after the expiration date, Quebecor Capital and Quebecor World will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests those documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer (including the expenses of one counsel for the holders of the old notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the old notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. The new notes have not been and will not be qualified for sale under the securities laws of any province or territory of Canada. The new notes are not being offered and may not be offered or sold, directly or indirectly, in Canada or to or for the account of any resident of Canada in contravention of the securities laws of any province or territory of Canada.

LEGAL MATTERS Arnold & Porter, New York, New York, will pass upon the validity of the new notes offered by this prospectus and will provide an opinion as to the enforceability of the new notes under New York law. Ogilvy Renault, Montréal, Quebec, Canada, will pass upon the validity of the guarantees by Quebecor World Inc. accompanying the new notes offered by this prospectus. A senior partner of Ogilvy

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Renault, the Right Honourable Brian Mulroney, P.C., C.C., LL.D., is the Chairman of the board of directors and a director of Quebecor World and a director of Quebecor Inc. 69

INDEPENDENT AUDITORS Our consolidated balance sheets as at December 31, 2002 and 2001 and the related consolidated statements of income, shareholders' equity and cash flows for each of the years in the three-year period ended December 31, 2002, which are incorporated by reference into this prospectus, have been audited by KPMG LLP, independent auditors, as stated in their report incorporated by reference into this prospectus.

WHERE YOU CAN FIND MORE INFORMATION Quebecor World and Quebecor Capital have filed with the SEC a combined registration statement on Form F-9 and F-4 under the Securities Act with respect to the new notes offered in this prospectus. As permitted by SEC rules, this prospectus does not contain all of the information included in the registration statement (including its exhibits and schedules). You should read the registration statement (including its exhibits and schedules) for more information about us, the exchange offer and the new notes. This prospectus summarizes material provisions of contracts and other documents to which we refer you. Because this prospectus may not contain all the information that you find important, you should review the full text of these documents. We have filed these documents as exhibits to the registration statement. Quebecor World is also subject to the reporting requirements of the Exchange Act. Quebecor World files reports and other information with the SEC. The public may read and copy the combined registration statement (including its exhibits and schedules) and the reports and other information filed by us at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the operation of the SEC's Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of this Internet site is http://www.sec.gov. In addition, you may obtain a copy of the documents to which we refer you in this prospectus without charge upon written or oral request to: Quebecor World Inc., 612 Saint-Jacques Street, Montréal, Québec, Canada, H3C 4M8, Attention: Vice President, General Counsel and Secretary, telephone number (514) 954-0101. To obtain timely delivery, you must request these documents no later than five business days before the expiration date of the exchange offer. Unless extended, the expiration date is , 2004. While any old notes remain outstanding, we will make available, upon request, to any beneficial owner and any prospective purchaser of old notes the information required pursuant to Rule 144A(d)(4) under the Securities Act during any period in which we are not subject to Section 13 or 15(d) of the Exchange Act. Any such request should be directed to Quebecor World Inc., 612 Saint-Jacques Street, Montréal, Québec, Canada, H3C 4M8, Attention: Vice President, Corporate General Counsel and Secretary. 70

$600,000,000 Quebecor World Capital Corporation OFFER TO EXCHANGE 7 $200,000,000 Principal Amount of 4 /8% Senior Notes Due 2008 1 $400,000,000 Principal Amount of 6 /8% Senior Notes Due 2013 for 7 $200,000,000 Principal Amount of 4 /8% Senior Notes due 2008 and 1 $400,000,000 Principal Amount of 6 /8% Senior Notes due 2013 That Have Been Registered Under the Securities Act of 1933

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The Senior Notes Are Unconditionally Guaranteed By

PROSPECTUS No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to exchange only the old notes for the new notes in accordance with the terms included in this prospectus, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. Until , 2004, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

FORM F-9

PART II

INFORMATION NOT REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS Indemnification Quebecor World is incorporated under the laws of Canada. Under the Canada Business Corporations Act, Quebecor World may indemnify a present or former director or officer or a person who acts or acted at Quebecor World's request as a director or officer of another corporation of which Quebecor World is or was a stockholder or creditor, and his heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of his position with Quebecor World and provided that the director or officer acted honestly and in good faith with a view to the best interests of Quebecor World and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that his conduct was lawful. Such indemnification may be made in connection with a derivative action only with court approval. A director or officer is entitled to indemnification from Quebecor World as a matter of right if he was substantially successful on the merits and fulfilled the conditions set forth above. In accordance with the Canada Business Corporations Act, the by-laws of Quebecor World provide for the indemnification of a director or officer, a former director or officer, or a person who acts or acted at Quebecor World's request as a director or officer of the corporation in which Quebecor World is or was a shareholder or creditor against any and all losses and expenses reasonably incurred by him in respect of any civil, criminal or administrative proceeding to which he was made a party by reason of being or having been a director or officer of Quebecor World or other corporation if he acted honestly and in good faith with a view to the best interest of Quebecor World or in the case of a criminal or administrative action or proceeding that is enforced by monetary penalty, he had reasonable grounds in believing that his conduct was lawful. A policy of directors and officers liability insurance is maintained by Quebecor Inc. which provides for the insurance of directors and officers of Quebecor World and its subsidiaries for losses as a result of claims based upon their acts or omissions as directors and officers of Quebecor World, including liabilities arising under the Securities Act of 1933, and also reimburses Quebecor World for payments made pursuant to the indemnity provisions under the Canada Business Corporations Act. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling Quebecor World pursuant to the foregoing provisions, Quebecor World has been informed that in the opinion of the

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable. II-1

Exhibits to Form F-9 1.1 Form of Letter of Transmittal (included in Exhibit 99.1 to Form F-4).

1.2 Form of Notice of Guaranteed Delivery (included in Exhibit 99.2 to Form F-4).

Purchase Agreement dated as of October 29, 2003 by and among Quebecor World Capital Corporation, Quebecor World Inc. and Citigroup Global Markets Inc., Banc of America Securities LLC, RBC Dominion Securities Corporation, ABN AMRO Incorporated, BNP 3.1 Paribas Securities Corp., Scotia Capital (USA) Inc., TD Securities (USA) Inc., Harris Nesbitt Corp., Wachovia Capital Markets, LLC, CIBC World Markets Corp., Putnam Lovell NBF Securities Inc., Barclays Capital Inc., Fleet Securities, Inc. and Tokyo-Mitsubishi International plc (included in Exhibit 1.1 to Form F-4).

Registration Rights Agreement dated as of November 3, 2003 by and among Quebecor World Capital Corporation, Quebecor World Inc. and Citigroup Global Markets Inc., Banc of America Securities LLC, RBC Dominion Securities Corporation, ABN AMRO Incorporated, BNP 3.2 Paribas Securities Corp., Scotia Capital (USA) Inc., TD Securities (USA) Inc., Harris Nesbitt Corp., Wachovia Capital Markets, LLC, CIBC World Markets Corp., Putnam Lovell NBF Securities Inc., Barclays Capital Inc., Fleet Securities, Inc. and Tokyo-Mitsubishi International plc (included in Exhibit 4.4 to Form F-4).

Annual Information Form of Quebecor World Inc. for the year ended December 31, 2002 4.1 (incorporated by reference to Form 40-F filed with the Securities and Exchange Commission on May 13, 2003).

Management's Discussion and Analysis of Financial Condition and Results of Operations of 4.2 Quebecor World Inc. for the year ended December 31, 2002 (incorporated by reference to Form 6-K filed with the Securities and Exchange Commission on February 4, 2003).

Audited consolidated financial statements of Quebecor World Inc. and its subsidiaries, including the notes thereto, as at December 31, 2002 and 2001 and for the years ended December 31, 4.3 2002, 2001 and 2000, together with the auditors' report thereon (incorporated by reference to Form 6-K filed with the Securities and Exchange Commission on February 4, 2003).

Management Proxy Circular dated February 28, 2003 relating to the annual meeting of the shareholders of Quebecor World Inc. held on April 2, 2003 (excluding the Report on Executive 4.4 Compensation, the Performance Graph and Schedule A—Statement of Corporate Governance Practices) (incorporated by reference to Form 6-K filed with the Securities and Exchange Commission on March 6, 2003).

Unaudited consolidated financial statements of Quebecor World Inc. and its subsidiaries, including the notes thereto, as at September 20, 2003 and for the nine months ended 4.5 September 30, 2003 (incorporated by reference to Form 6-K filed with the Securities and Exchange Commission on October 23, 2003).

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Management's Discussion and Analysis of Financial Condition and Results of Operations of 4.6 Quebecor World Inc. for the nine months ended September 30, 2003 (incorporated by reference to Form 6-K filed with the Securities and Exchange Commission on October 23, 2003).

Material Change Report of Quebecor World Inc. dated February 6, 2003 (incorporated by 4.7 reference to Form 6-K filed with the Securities and Exchange Commission on February 7, 2003).

Material Change Report of Quebecor World Inc. dated March 19, 2003 (incorporated by 4.8 reference to Form 6-K filed with the Securities and Exchange Commission on March 19, 2003).

II-2

Material Change Report of Quebecor World Inc. dated March 19, 2003 (incorporated by 4.9 reference to Form 6-K filed with the Securities and Exchange Commission on March 19, 2003).

Material Change Report of Quebecor World Inc. dated April 28, 2003 (incorporated by reference 4.10 to Form 6-K filed with the Securities and Exchange Commission on April 25, 2003).

Material Change Report of Quebecor World Inc. dated June 6, 2003 (incorporated by reference 4.11 to Form 6-K filed with the Securities and Exchange Commission on June 3, 2003).

Material Change Report of Quebecor World Inc. dated November 4, 2003 (incorporated by 4.12 reference to Form 6-K filed with the Securities and Exchange Commission on November 4, 2003).

5.1 Consent of KPMG LLP dated January 12, 2004 (included in Exhibit 23.1 to Form F-4).

Consent of Arnold & Porter, U.S. counsel to Quebecor World Capital Corporation and Quebecor 5.2 World Inc., dated January 12, 2004 (included in Exhibit 5.1 to Form F-4).

Consent of Ogilvy Renault, Canadian counsel to Quebecor World Capital Corporation and 5.3 Quebecor World Inc., dated January 12, 2004 (included in Exhibit 5.2 to Form F-4).

6.1 Powers of Attorney (contained on the signature page to the F-9 Registration Statement).

Indenture dated as of November 3, 2003 among Quebecor World Capital Corporation, Quebecor 7.1 World Inc. and Citibank, N.A., as trustee (included in Exhibit 4.3 to Form F-4). II-3

FORM F-4

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS Item 20. Indemnification of Officers and Directors. The following summary is qualified in its entirety by reference to the complete text of the applicable statute, certificate of incorporation and bylaws referred to below.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Quebecor World Capital Corporation ("Quebecor Capital") is a corporation incorporated under the laws of the State of Delaware. Section 145 of the Delaware General Corporation Law (the "DGCL") provides that a corporation shall have the power to indemnify any person made a party to any action, suit or proceeding by reason of such person being a director, officer, employee or agent of the corporation (or serving at the request of the corporation as a director, officer, employee or agent of another corporation or other enterprise). The DGCL permits indemnification where such person acted in good faith and in a manner that such person reasonably believed to be in, or not opposed to, the corporation's best interests and, in a criminal action, if such person had no reasonable cause to believe that his or her conduct was unlawful. In the case of a claim by a third party, the DGCL permits indemnification for expenses, judgments, settlement payments and other costs. In the case of a claim by or in the right of the corporation, the DGCL permits a corporation to indemnify for expenses; however, such indemnification is not permitted where the person seeking indemnification is adjudged liable to the corporation, unless the indemnification is ordered by a court. The DGCL also permits advancement of expenses to a director or officer upon receipt of an undertaking by such director or officer to repay all amounts advanced if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation. The DGCL provides that its terms shall not be deemed exclusive of any other right to indemnification to which those seeking indemnification may be entitled under any by-law, agreement, or vote of stockholders or disinterested directors. Any indemnification or advanced expenses granted under the provisions described above shall continue even after the person seeking indemnification has ceased to be a director, officer, employee or agent of the corporation, and shall inure to the benefit of such person's heirs, executors or administrators. The certificate of incorporation and by-laws of Quebecor Capital provide that Quebecor Capital shall indemnify, to the fullest extent permitted by the DGCL, its directors, officers and employees against any liabilities (including expenses, judgments and settlements) incurred by them in connection with any actual or threatened action, suit or proceeding to which they are or may become parties and which arises out of their status as directors, officers or employees. Like the directors and officers of Quebecor World, the directors and officers of Quebecor Capital are insured under the policies maintained by Quebecor Inc., within the limits and subject to the limitations of the policies, Quebecor Inc. insures directors and officers of Quebecor World and its subsidiaries, including Quebecor Capital for losses as a result of claims based upon the acts or omissions of such directors and officers, including certain liabilities arising under the Securities Act of 1933. II-4

Item 21. Exhibits and Financial Statement Schedules. (a) Exhibits.

Purchase Agreement dated as of October 29, 2003 by and among Quebecor World Capital Corporation, Quebecor World Inc. and Citigroup Global Markets Inc., Banc of America Securities LLC, RBC Dominion Securities Corporation, 1.1 ABN AMRO Incorporated, BNP Paribas Securities Corp., Scotia Capital (USA) Inc., TD Securities (USA) Inc., Harris Nesbitt Corp., Wachovia Capital Markets, LLC, CIBC World Markets Corp., Putnam Lovell NBF Securities Inc., Barclays Capital Inc., Fleet Securities, Inc. and Tokyo-Mitsubishi International plc.

3.1 Certificate of Incorporation of Quebecor World Capital Corporation.

3.2 By-laws of Quebecor World Capital Corporation.

7 Form of 4 /8% Senior Note due 2008 of Quebecor World Capital Corporation being registered pursuant to the Securities 4.1 Act of 1933 (included in Exhibit B to Exhibit 4.3 below).

1 Form of 6 /8% Senior Note due 2013 of Quebecor World Capital Corporation being registered pursuant to the Securities 4.2 Act of 1933 (included in Exhibit B to Exhibit 4.3 below).

Indenture dated as of November 3, 2003 among Quebecor World Capital Corporation, Quebecor World Inc. and 4.3 Citibank, N.A., as trustee.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Registration Rights Agreement dated as of November 3, 2003 by and among Quebecor World Capital Corporation, Quebecor World Inc. and Citigroup Global Markets Inc., Banc of America Securities LLC, RBC Dominion Securities 4.4 Corporation, ABN AMRO Incorporated, BNP Paribas Securities Corp., Scotia Capital (USA) Inc., TD Securities (USA) Inc., Harris Nesbitt Corp., Wachovia Capital Markets, LLC, CIBC World Markets Corp., Putnam Lovell NBF Securities Inc., Barclays Capital Inc., Fleet Securities, Inc. and Tokyo-Mitsubishi International plc.

Opinion of Arnold & Porter, U.S. counsel to Quebecor World Capital Corporation and Quebecor World Inc., dated 5.1 January 12, 2004.

Opinion of Ogilvy Renault, Canadian counsel to Quebecor World Capital Corporation and Quebecor World Inc., dated 5.2 January 12, 2004.

Opinion of Arnold & Porter, U.S. counsel to Quebecor World Capital Corporation and Quebecor World Inc., dated 8.1 January 12, 2004, regarding U.S. federal income tax considerations (included in Exhibit 5.1 above).

12.1 Statement of Computation of Ratio of Earnings to Fixed Charges.

23.1 Consent of KPMG LLP, dated January 12, 2004.

Consent of Arnold & Porter, U.S. counsel to Quebecor World Capital Corporation and Quebecor World Inc., dated 23.2 January 12, 2004 (included in Exhibit 5.1 above).

Consent of Ogilvy Renault, Canadian counsel to Quebecor World Capital Corporation and Quebecor World Inc., dated 23.3 January 12, 2004 (included in Exhibit 5.2 above).

24.1 Powers of Attorney (included on signature pages to the F-4 Registration Statement).

25.1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of Citibank, N.A., as trustee, on Form T-1.

99.1 Form of Letter of Transmittal.

II-5

99.2 Form of Notice of Guaranteed Delivery.

99.3 Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other nominees.

99.4 Form of Letter to Clients.

99.5 Instructions to Registered Holder from Beneficial Owner. (b) Financial Statement Schedules.

None Item 22. Undertakings. (a) Quebecor Capital hereby undertakes:

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement;

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and

(4) to file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements.

II-6 (b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of any of the registrants pursuant to the provisions described under Item 20 above, or otherwise, Quebecor Capital has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (c) Quebecor Capital hereby undertakes: (i) to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means; and (ii) to arrange or provide for a facility in the U.S. for the purpose of responding to such requests. The undertaking in subparagraph (i) above includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(d) Quebecor Capital hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-7

FORM F-4

SIGNATURES Pursuant to the requirements of the Securities Act, the Form F-4 registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenwich, State of Connecticut, on this 31st day of December 2003. QUEBECOR WORLD CAPITAL CORPORATION (Form F-4 Registrant)

By: /s/ DAVID BOLES Name: David Boles Title: President POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David Boles, President of Quebecor World Capital Corporation, and Claude Hélie, Executive Vice President of Quebecor World Capital Corporation, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities, to sign, execute and file this registration statement and any amendments (including, without limitation, post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and all documents required to be filed with respect therewith, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises in order to effectuate the same as fully to all intents and purposes as he or she might or could do if personally present, hereby ratifying and confirming all that such attorneys-in-fact and agents or his or her or their substitute or substitutes may lawfully do or cause to be done. Pursuant to the requirements of the Securities Act of 1933, this F-4 registration statement has been signed by the following persons in the capacities and on the dates indicated. QUEBECOR WORLD CAPITAL CORPORATION Name and Signature Title with Quebecor World Capital Corporation Date

/s/ DAVID BOLES Director and President December 31, 2003 David Boles

/s/ CLAUDE HÉLIE Director and Executive Vice President December 31, 2003 Claude Hélie

/s/ PAUL RUNKO Director and Vice President, Client Financial Services December 31, 2003

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Paul Runko

/s/ DENIS AUBIN Senior Vice President and Treasurer December 31, 2003 Denis Aubin II-8

FORM F-9

PART III

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS Item 1. Undertaking. Quebecor World undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the staff of the Securities and Exchange Commission, and to furnish promptly, when requested to do so by the staff of the Securities and Exchange Commission, information relating to the securities registered pursuant to this Form F-9 or to transactions in said securities. Item 2. Consent to Service of Process. Concurrently with the filing of this Registration Statement on Form F-9, Quebecor World is filing with the Securities and Exchange Commission a written irrevocable consent and power of attorney on Form F-X. III-1

FORM F-9

SIGNATURES Pursuant to the requirements of the Securities Act, the F-9 registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-9 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Province of Québec, Country of Canada on this 31st day of December, 2003. QUEBECOR WORLD INC. (Form F-9 Registrant)

By: /s/ CLAUDE HÉLIE Name: Claude Hélie Title: Executive Vice President and Chief Financial Officer

By: /s/ DENIS AUBIN Name: Denis Aubin Title: Senior Vice President, Corporate Finance and Treasury POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Claude Hélie, Executive Vice President and Chief Financial Officer of Quebecor World Inc., and Denis Aubin, Senior Vice President, Corporate Finance and Treasury, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities, to sign, execute and file this registration statement and any amendments (including, without limitation, post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and all documents required to be filed with respect therewith, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises in order to

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document effectuate the same as fully to all intents and purposes as he or she might or could do if personally present, hereby ratifying and confirming all that such attorneys-in-fact and agents or his or her or their substitute or substitutes may lawfully do or cause to be done. Pursuant to the requirements of the Securities Act of 1933, this F-9 registration statement has been signed by the following persons in the capacities and on the dates indicated. III-2 QUEBECOR WORLD INC. Name and Signature Title with Quebecor World Inc. Date

/s/ A. CHARLES BAILLIE Director December 31, 2003 A. Charles Baillie

/s/ REGINALD K. BRACK Director December 31, 2003 Reginald K. Brack

/s/ DEREK H. BURNEY, O.C. Director December 31, 2003 Derek H. Burney, O.C.

/s/ CHARLES G. CAVELL Director and Deputy Chairman December 31, 2003 Charles G. Cavell

/s/ ROBERT COALLIER Director December 31, 2003 Robert Coallier

/s/ JAMES DOUGHAN Director December 31, 2003 James Doughan

/s/ RICHARD C. HOLBROOKE Director December 31, 2003 The Honourable Richard C. Holbrooke

/s/ EILEEN A. MERCIER Director December 31, 2003 Eileen A. Mercier

/s/ BRIAN MULRONEY Director and Chairman of the The Right Honourable Brian Mulroney, December 31, 2003 Board P.C., C.C., L.L.D

/s/ JEAN NEVEU Director, President and Chief December 31, 2003 Jean Neveu Executive Officer

/s/ ROBERT NORMAND Director December 31, 2003 Robert Normand

Director, Vice Chairman of the /s/ ÉRIK PÉLADEAU Board and Senior Executive Vice December 31, 2003 Érik Péladeau President

/s/ PIERRE KARL PÉLADEAU Director December 31, 2003

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Pierre Karl Péladeau

/s/ ALAIN RHÉAUME Director December 31, 2003 Alain Rhéaume

/s/ CLAUDE HÉLIE Executive Vice President and December 31, 2003 Claude Hélie Chief Financial Officer

/s/ DENIS AUBIN Senior Vice President Corporate December 31, 2003 Denis Aubin Finance and Treasury

/s/ CARL GAUVREAU Senior Vice President and Chief December 31, 2003 Carl Gauvreau Accounting Officer III-3 Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned certifies that it is the duly authorized United States representative of Quebecor World Inc. and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenwich, State of Connecticut this 31st day of December, 2003. QUEBECOR WORLD (USA) INC. (Authorized U.S. Representative)

By: /s/ DAVID BOLES Name: David Boles Title: President III-4

FORM F-9 INDEX TO EXHIBITS 1.1 Form of Letter of Transmittal (included in Exhibit 99.1 to Form F-4).

1.2 Form of Notice of Guaranteed Delivery (included in Exhibit 99.2 to Form F-4).

Purchase Agreement dated as of October 29, 2003 by and among Quebecor World Capital Corporation, Quebecor World Inc. and Citigroup Global Markets Inc., Banc of America Securities LLC, RBC Dominion Securities Corporation, ABN AMRO 3.1 Incorporated, BNP Paribas Securities Corp., Scotia Capital (USA) Inc., TD Securities (USA) Inc., Harris Nesbitt Corp., Wachovia Capital Markets, LLC, CIBC World Markets Corp., Putnam Lovell NBF Securities Inc., Barclays Capital Inc., Fleet Securities, Inc. and Tokyo-Mitsubishi International plc (included in Exhibit 1.1 to Form F-4).

Registration Rights Agreement dated as of November 3, 2003 by and among Quebecor World Capital Corporation, Quebecor World Inc. and Citigroup Global Markets Inc., Banc of America Securities LLC, RBC Dominion Securities Corporation, ABN 3.2 AMRO Incorporated, BNP Paribas Securities Corp., Scotia Capital (USA) Inc., TD Securities (USA) Inc., Harris Nesbitt Corp., Wachovia Capital Markets, LLC, CIBC World Markets Corp., Putnam Lovell NBF Securities Inc., Barclays Capital Inc., Fleet Securities, Inc. and Tokyo-Mitsubishi International plc (included in Exhibit 4.4 to Form F-4).

Annual Information Form of Quebecor World Inc. for the year ended December 31, 2002 (incorporated by reference to 4.1 Form 40-F filed with the Securities and Exchange Commission on May 13, 2003).

Management's Discussion and Analysis of Financial Condition and Results of Operations of Quebecor World Inc. for the year 4.2 ended December 31, 2002 (incorporated by reference to Form 6-K filed with the Securities and Exchange Commission on February 4, 2003).

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Audited consolidated financial statements of Quebecor World Inc. and its subsidiaries, including the notes thereto, as at 4.3 December 31, 2002 and 2001 and for the years ended December 31, 2002, 2001 and 2000, together with the auditors' report thereon (incorporated by reference to Form 6-K filed with the Securities and Exchange Commission on February 4, 2003).

Management Proxy Circular dated February 28, 2003 relating to the annual meeting of the shareholders of Quebecor World Inc. held on April 2, 2003 (excluding the Report on Executive Compensation, the Performance Graph and Schedule 4.4 A—Statement of Corporate Governance Practices) (incorporated by reference to Form 6-K filed with the Securities and Exchange Commission on March 6, 2003).

Unaudited consolidated financial statements of Quebecor World Inc. and its subsidiaries, including the notes thereto, as at 4.5 September 20, 2003 and for the nine months ended September 30, 2003 (incorporated by reference to Form 6-K filed with the Securities and Exchange Commission on October 23, 2003).

Management's Discussion and Analysis of Financial Condition and Results of Operations of Quebecor World Inc. for the nine 4.6 months ended September 30, 2003 (incorporated by reference to Form 6-K filed with the Securities and Exchange Commission on October 23, 2003).

Material Change Report of Quebecor World Inc. dated February 6, 2003 (incorporated by reference to Form 6-K filed with the 4.7 Securities and Exchange Commission on February 7, 2003).

Material Change Report of Quebecor World Inc. dated March 19, 2003 (incorporated by reference to Form 6-K filed with the 4.8 Securities and Exchange Commission on March 19, 2003).

Material Change Report of Quebecor World Inc. dated March 19, 2003 (incorporated by reference to Form 6-K filed with the 4.9 Securities and Exchange Commission on March 19, 2003). Material Change Report of Quebecor World Inc. dated April 28, 2003 (incorporated by reference to Form 6-K filed with the 4.10 Securities and Exchange Commission on April 25, 2003).

Material Change Report of Quebecor World Inc. dated June 6, 2003 (incorporated by reference to Form 6-K filed with the 4.11 Securities and Exchange Commission on June 3, 2003).

Material Change Report of Quebecor World Inc. dated November 4, 2003 (incorporated by reference to Form 6-K filed with 4.12 the Securities and Exchange Commission on November 4, 2003).

5.1 Consent of KPMG LLP dated January 12, 2004 (included in Exhibit 23.1 to Form F-4)

Consent of Arnold & Porter, U.S. counsel to Quebecor World Capital Corporation and Quebecor World Inc., dated 5.2 January 12, 2004 (included in Exhibit 5.1 to Form F-4).

Consent of Ogilvy Renault, Canadian counsel to Quebecor World Capital Corporation and Quebecor World Inc., dated 5.3 January 12, 2004 (included in Exhibit 5.2 to Form F-4).

6.1 Powers of Attorney (contained on the signature page to the F-9 Registration Statement).

Indenture dated as of November 3, 2003 among Quebecor World Capital Corporation, Quebecor World Inc. and Citibank, 7.1 N.A., as trustee (included in Exhibit 4.3 to Form F-4).

F-4 INDEX TO EXHIBITS

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Purchase Agreement dated as of October 29, 2003 by and among Quebecor World Capital Corporation, Quebecor World Inc. and Citigroup Global Markets Inc., Banc of America Securities LLC, RBC Dominion Securities Corporation, ABN AMRO 1.1 Incorporated, BNP Paribas Securities Corp., Scotia Capital (USA) Inc., TD Securities (USA) Inc., Harris Nesbitt Corp., Wachovia Capital Markets, LLC, CIBC World Markets Corp., Putnam Lovell NBF Securities Inc., Barclays Capital Inc., Fleet Securities, Inc. and Tokyo-Mitsubishi International plc.

3.1 Certificate of Incorporation of Quebecor World Capital Corporation.

3.2 By-laws of Quebecor World Capital Corporation.

7 Form of 4 /8% Senior Note due 2008 of Quebecor World Capital Corporation being registered pursuant to the Securities Act 4.1 of 1933 (included in Exhibit B to Exhibit 4.3 below).

1 Form of 6 /8% Senior Note due 2013 of Quebecor World Capital Corporation being registered pursuant to the Securities Act 4.2 of 1933 (included in Exhibit B to Exhibit 4.3 below).

Indenture dated as of November 3, 2003 among Quebecor World Capital Corporation, Quebecor World Inc. and Citibank, 4.3 N.A., as trustee.

Registration Rights Agreement dated as of November 3, 2003 by and among Quebecor World Capital Corporation, Quebecor World Inc. and Citigroup Global Markets Inc., Banc of America Securities LLC, RBC Dominion Securities Corporation, ABN 4.4 AMRO Incorporated, BNP Paribas Securities Corp., Scotia Capital (USA) Inc., TD Securities (USA) Inc., Harris Nesbitt Corp., Wachovia Capital Markets, LLC, CIBC World Markets Corp., Putnam Lovell NBF Securities Inc., Barclays Capital Inc., Fleet Securities, Inc. and Tokyo-Mitsubishi International plc.

Opinion of Arnold & Porter, U.S. counsel to Quebecor World Capital Corporation and Quebecor World Inc., dated January 12, 5.1 2004.

Opinion of Ogilvy Renault, Canadian counsel to Quebecor World Capital Corporation and Quebecor World Inc., dated 5.2 January 12, 2004. Opinion of Arnold & Porter, U.S. counsel to Quebecor World Capital Corporation and Quebecor World Inc., dated 8.1 January 12, 2004, regarding U.S. federal income tax considerations (included in Exhibit 5.1 above).

12.1 Statement of Computation of Ratio of Earnings to Fixed Charges.

23.1 Consent of KPMG LLP, dated January 12, 2004.

Consent of Arnold & Porter, U.S. counsel to Quebecor World Capital Corporation and Quebecor World Inc., dated 23.2 January 12, 2004 (included in Exhibit 5.1 above).

Consent of Ogilvy Renault, Canadian counsel to Quebecor World Capital Corporation and Quebecor World Inc., dated 23.3 January 12, 2004 (included in Exhibit 5.2 above).

24.1 Powers of Attorney (included on signature pages to the F-4 Registration Statement).

25.1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of Citibank, N.A., as trustee, on Form T-1.

99.1 Form of Letter of Transmittal.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 99.2 Form of Notice of Guaranteed Delivery.

99.3 Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other nominees.

99.4 Form of Letter to Clients.

99.5 Instructions to Registered Holder from Beneficial Owner.

QuickLinks CALCULATION OF REGISTRATION FEE TABLE OF CONTENTS INDUSTRY AND MARKET DATA ENFORCEABILITY OF CIVIL LIABILITIES FORWARD-LOOKING STATEMENTS PRESENTATION OF FINANCIAL AND OTHER INFORMATION DOCUMENTS INCORPORATED BY REFERENCE SUMMARY Overview Corporate Structure Quebecor Capital Relationship to Quebecor Inc. Management Recent Developments The Exchange Offer The New Notes Summary Consolidated Financial Data RISK FACTORS BUSINESS MANAGEMENT USE OF PROCEEDS CAPITALIZATION SELECTED CONSOLIDATED FINANCIAL DATA NON-GAAP FINANCIAL MEASURES CREDIT RATINGS THE EXCHANGE OFFER DESCRIPTION OF THE NOTES TAX CONSIDERATIONS PLAN OF DISTRIBUTION LEGAL MATTERS INDEPENDENT AUDITORS WHERE YOU CAN FIND MORE INFORMATION FORM F-9 PART II INFORMATION NOT REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS FORM F-4 PART II INFORMATION NOT REQUIRED IN PROSPECTUS FORM F-4 SIGNATURES FORM F-9 PART III UNDERTAKING AND CONSENT TO SERVICE OF PROCESS FORM F-9 SIGNATURES

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document FORM F-9 INDEX TO EXHIBITS F-4 INDEX TO EXHIBITS

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document QuickLinks -- Click here to rapidly navigate through this document Exhibit 1.1 EXECUTION COPY QUEBECOR WORLD CAPITAL CORPORATION QUEBECOR WORLD INC. US$600,000,000 7 US$200,000,000 4 /8% Senior Notes due 2008 1 US$400,000,000 6 /8% Senior Notes due 2013 PURCHASE AGREEMENT dated October 29, 2003 Citigroup Global Markets Inc. Banc of America Securities LLC RBC Dominion Securities Corporation ABN AMRO Incorporated BNP Paribas Securities Corp. Scotia Capital (USA) Inc. TD Securities (USA) Inc. Harris Nesbitt Corp. Wachovia Capital Markets, LLC CIBC World Markets Corp. Putnam Lovell NBF Securities Inc. Barclays Capital Inc. Fleet Securities, Inc. Tokyo-Mitsubishi International plc

TABLE OF CONTENTS SECTION 1. REPRESENTATIONS AND WARRANTIES 2 (a) No Registration Required 3 (b) No Integration of Offerings or General Solicitation 3 (c) No Solicitation in Canada 3 (d) Eligibility for Resale under Rule 144A 4 (e) The Offering Memorandum 4 (f) Incorporated Documents 4 (g) The Purchase Agreement 4 (h) The Registration Rights Agreement 5 (i) The DTC Agreement 5 (j) Authorization of the Securities and the Exchange Securities 5 (k) Authorization of the Indenture 6 (l) Description of the Securities, Exchange Securities, the Indenture and the Registration Rights Agreement 6 (m) Statements in the Offering Memorandum 6 (n) No Material Adverse Change 6 (o) Independent Accountants 7 (p) Preparation of the Financial Statements 7 (q) Material Subsidiaries 7 (r) Incorporation and Good Standing of the Company and its Material Subsidiaries 7 (s) Capitalization and Other Capital Stock Matters 8 (t) Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required 8 (u) No Material Actions or Proceedings 9

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (v) Intellectual Property Rights 9 (w) All Necessary Permits, etc 10 (x) ERISA Compliance 10 (y) Title to Properties 11 (z) Each of Issuer and Company Is Not an "Investment Company" 11 (aa) Insurance 11 (bb) Compliance with Environmental Laws 11 (cc) No Price Stabilization or Manipulation 12 (dd) Company's Accounting System 12 (ee) Market Information 13 (ff) Regulation S 13 SECTION 2. PURCHASE, SALE AND DELIVERY OF THE SECURITIES 14 (a) The Securities 14 (b) The Closing Date 14 (c) Delivery of the Securities 14 (d) Delivery of Offering Memorandum to the Initial Purchasers 14 (e) Initial Purchasers as Qualified Institutional Buyers 15 SECTION 3. ADDITIONAL COVENANTS 15 (a) Initial Purchasers' Review of Proposed Amendments and Supplements 15 (b) Amendments and Supplements to the Offering Memorandum 15 (c) Copies of the Offering Memorandum 15 (d) Notice of Filings 16 (e) Blue Sky Compliance 16 (f) Use of Proceeds 16 (g) The Depositary 16 (h) Additional Information 16 (i) Agreement Not to Offer or Sell Additional Securities 16 (j) No Integration 17 (k) Legended Securities 17 SECTION 4. PAYMENT OF EXPENSES 17 SECTION 5. CONDITIONS OF THE OBLIGATIONS OF THE INITIAL PURCHASERS 18 (a) Accountants' Comfort Letter 18 (b) No Material Adverse Change or Ratings Agency Change 18 (c) Opinion of Canadian Counsel for the Company and the Issuer 19 (d) Opinion of United States Counsel for the Company and the Issuer 19 (e) Opinion of United States Counsel for the Initial Purchasers 19 (f) Officers' Certificate 19 (g) Bring-down Comfort Letter 19 (h) Registration Rights Agreement 20 (i) Additional Documents 20 (j) Securities Act (Québec) Order 20 SECTION 6. REIMBURSEMENT OF INITIAL PURCHASERS' EXPENSES 20 SECTION 7. OFFER, SALE AND RESALE PROCEDURES 20 SECTION 8. INDEMNIFICATION 22 (a) Indemnification of the Initial Purchasers 22 (b) Indemnification of the Issuer, the Company and their Respective Directors and Officers 23 (c) Notifications and Other Indemnification Procedures 23 (d) Settlements 24 SECTION 9. CONTRIBUTION 25

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document SECTION 10. TERMINATION OF THIS AGREEMENT 26 SECTION 11. REPRESENTATIONS AND INDEMNITIES TO SURVIVE DELIVERY 26 SECTION 12. NOTICES 27 SECTION 13. SUCCESSORS 28 SECTION 14. PARTIAL UNENFORCEABILITY 28 SECTION 15. GOVERNING LAW PROVISIONS 28 (a) Waiver of Immunity 29 (b) Judgment Currency 29 SECTION 16. DEFAULT OF ONE OR MORE OF THE SEVERAL INITIAL PURCHASERS 30 SECTION 17. TAX DISCLOSURE 30 SECTION 18. GENERAL PROVISIONS 30 SCHEDULE A Initial Purchasers SCHEDULE B Material Subsidiaries of Quebecor World. Inc. SCHEDULE C Subsidiaries of Quebecor World Inc. EXHIBIT A Form of Registration Rights Agreement EXHIBIT B Form of Opinion of Canadian Counsel for the Issuer and the Company EXHIBIT C Form of Opinion of United States Counsel for the Issuer and the Company ANNEX I Resale Pursuant to Regulation S or Rule 144A

Purchase Agreement October 29, 2003 BANC OF AMERICA SECURITIES LLC 9 West 57th Street New York, New York 10019 CITIGROUP GLOBAL MARKETS INC. 390 Greenwich Street, 4th Floor New York, New York 10013 As representatives of the several Initial Purchasers named in Schedule A hereto (the "Representatives") Ladies and Gentlemen: Introductory. Quebecor World Capital Corporation, a Delaware corporation (the "Issuer"), proposes to issue and sell to the several initial purchasers named in Schedule A hereto (the "Initial Purchasers"), acting severally and not jointly, the respective amounts 7 set forth in such Schedule A of US$200,000,000 aggregate principal amount of the Issuer's 4 /8% Senior Unsecured Notes due 2008 1 (the "2008 Notes") and US$400,000,000 aggregate principal amount of the Issuer's 6 /8% Senior Unsecured Notes due 2013 (the "2013 Notes") (collectively, the 2008 Notes and the 2013 Notes are referred to herein as the "Notes"). Banc of America Securities LLC and Citigroup Global Markets Inc. have agreed to act as representatives of the several Initial Purchasers (in such capacity, the "Representatives") in connection with the offering and sale of the Notes. The Notes will be issued pursuant to an indenture, dated as of November 3, 2003 (the "Indenture"), among the Issuer, Quebecor World Inc., a corporation amalgamated under the laws of Canada (the "Company"), and Citibank, N.A., as trustee (the "Trustee"). Notes issued in book-entry form will be issued in the name of Cede & Co., as nominee of The Depository Trust Company (the "Depositary") pursuant to a DTC Agreement, to be dated prior to the Closing Date (as defined in Section 2) (the "DTC Agreement"), between the Issuer and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, dated as of November 3, 2003 (the "Registration Rights Agreement"), among the Issuer, the Company and the Initial Purchasers, substantially in the form of Exhibit A, pursuant to which each of the Issuer and the Company will agree to file, within 90 days of the Closing Date, a registration statement with the U.S. Securities and Exchange Commission (the "Commission") registering the Exchange Securities (as defined below) under the Securities Act of 1933, as amended (the "Securities Act," which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The payment of principal of, premium, Additional Amounts (as defined in the Indenture) and Special Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes (as defined below) will be fully and unconditionally guaranteed on a senior unsecured basis by the Company pursuant to its guarantee of the Notes and the Exchange Notes (the "Guarantees"). The Notes and the Guarantees attached thereto are herein collectively referred to as the "Securities"; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the "Exchange Securities". Each of the Issuer and the Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Offering Memorandum (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the "Subsequent Purchasers") at any time after the date of this Agreement. The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Commission under the Securities Act, in reliance upon exemptions therefrom. The terms of the Securities and the Indenture will require that investors that acquire Securities expressly agree that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A ("Rule 144A") or Regulation S ("Regulation S") thereunder). The Issuer and the Company have prepared and delivered electronically to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated October 28, 2003 (the "Preliminary Offering Memorandum"), and have prepared and will deliver to each Initial Purchaser, copies of the Offering Memorandum, dated October 29, 2003, describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. As used herein, the "Offering Memorandum" shall mean, with respect to any date or time referred to in this Agreement, the Offering Memorandum, dated October 29, 2003, including the financial statements and notes thereto, amendments or supplements thereto, any exhibits thereto and the Incorporated Documents (as defined by Section 1 below), in the most recent form that has been prepared and delivered by the Issuer and the Company to the Initial Purchasers in connection with their solicitation of offers to purchase Securities. Further, any reference to the Preliminary Offering Memorandum or the Offering Memorandum shall be deemed to refer to and include any Additional Information (as defined in Section 3) furnished by the Issuer or the Company prior to the completion of the distribution of the Securities. All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" in the Offering Memorandum (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which are incorporated by reference in the Offering Memorandum; and all references in this Agreement to amendments or supplements to the Offering Memorandum shall be deemed to mean and include the filing of any document under the applicable securities laws which is incorporated or deemed to be incorporated by reference in the Offering Memorandum. Each of the Issuer and the Company hereby confirms its respective agreements with the Initial Purchasers as follows: 2 SECTION 1. Representations and Warranties. Each of the Issuer and the Company, jointly and severally, hereby represents, warrants and covenants to each Initial Purchaser as follows: (a) No Registration Required. Subject to obtaining the order referred to in Section 5(j) hereof, and compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act, to qualify, by prospectus or otherwise, the distribution of the Securities under the securities laws of any jurisdiction in Canada, including without limitation the Securities Act (Quebec) and the rules and regulations thereunder, or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under the U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture Act," which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder). (b) No Integration of Offerings or General Solicitation. The Issuer and the Company have not, directly or indirectly, solicited any offer to buy or offered to sell, and will not, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Issuer, the Company, their respective affiliates (as such term is defined in Rule 501 under the Securities Act (each, an "Affiliate"), or any person acting on its or any of their behalf (other than the

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Initial Purchasers, as to whom the Issuer and the Company make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Issuer, the Company, their respective Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuer and the Company make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Issuer, the Company, their respective Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuer and the Company make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S. (c) No Solicitation in Canada. None of the Issuer, the Company or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuer and the Company make no representation or warranty), has, directly or indirectly, (i) made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the distribution of the Securities in any Canadian province to be qualified by a prospectus filed in accordance with the securities laws, and the regulations thereunder, of, and the applicable published rules, policy statements, blanket orders and notices of the securities regulatory authorities in, such province (the "Canadian Securities Laws") or (ii) has engaged in any advertisement of the Securities in any printed media of general and regular paid circulation, radio or television or any other form of advertising in connection with the offer and sale of the Securities in such province. 3 (d) Eligibility for Resale under Rule 144A. The Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing Date, of the same class as securities listed on a national securities exchange registered under Section 6 of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act," which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) or quoted in a U.S. automated interdealer quotation system. (e) The Offering Memorandum. The Offering Memorandum does not, and at the Closing Date will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Issuer in writing by any Initial Purchaser through the Representatives expressly for use in the Offering Memorandum. Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its date, contains all the information specified in, and meeting the requirements of, Rule 144A. Neither the Issuer nor the Company has distributed or will distribute, prior to the later of the Closing Date and the completion of the Initial Purchasers' distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than the Preliminary Offering Memorandum or the Offering Memorandum. (f) Incorporated Documents. The Offering Memorandum as delivered from time to time shall incorporate by reference the Company's most recent interim financial statements, Annual Information Form, Management's Discussion and Analysis contained in the most recent Annual Report, and Management Proxy and Information Circular. The documents incorporated or deemed to be incorporated by reference in the Offering Memorandum (collectively, the "Incorporated Documents") at the time they were or hereafter are filed with the Commission des valeurs mobilières du Québec (the "CVMQ") complied and will comply in all material respects with the securities laws, regulations and policies applicable in the Province of Quebec as interpreted and applied by the CVMQ (the "Quebec Securities Laws"). (g) The Purchase Agreement. This Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of each of the Issuer and the Company, enforceable in accordance with its terms, except as rights to indemnification hereunder may be limited by applicable law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles. (h) The Registration Rights Agreement. At the Closing Date, the Registration Rights Agreement will be duly authorized, executed and delivered by, and will be a valid and binding agreement of, each of the Issuer and the Company, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and except as rights to indemnification under the Registration Rights Agreement may be limited by applicable law. Pursuant to the Registration Rights Agreement, the Issuer and the Company will agree to file 4

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document with the Commission, under the circumstances set forth therein, (i) a registration statement under the Securities Act relating to another series of debt securities of the Issuer with terms substantially identical to the Notes (the "Exchange Notes") to be offered in exchange for the Notes (the "Exchange Offer"); and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use their best efforts to cause such registration statements to be declared effective. (i) The DTC Agreement. On the Closing Date, the DTC Agreement will be duly authorized, executed and delivered by, and will be a valid and binding agreement of, the Issuer, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles. (j) Authorization of the Securities and the Exchange Securities. The Notes to be purchased by the Initial Purchasers from the Issuer are in the form contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Date, will have been duly executed by the Issuer and, when authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding agreements of the Issuer, enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Exchange Notes have been duly and validly authorized for issuance by the Issuer, and when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, will constitute valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws relating to or affecting enforcement of the rights and remedies of creditors or by general principles of equity and will be entitled to the benefits of the Indenture. The Guarantees of the Notes and the Exchange Notes are in the respective forms contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Date, will have been duly executed by the Company and, when the Notes have been authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding agreements of the Company, enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The form of global certificate representing the Notes has been duly approved and adopted by the Issuer. (k) Authorization of the Indenture. The Indenture has been duly authorized by each of the Issuer and the Company and, at the Closing Date, will have been duly executed and delivered by each of the Issuer and the Company and will constitute a valid and binding agreement of each of the Issuer and the Company, enforceable against each of the Issuer and the Company in accordance with its terms, except as the enforcement thereof may be limited by 5 bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles. The Indenture complies with all applicable provisions of the Canadian Securities Laws and no registration, filing or recording of the Indenture under the laws of Canada or any province or territory thereof is necessary in order to preserve or protect the validity or enforceability of the Indenture or the Securities issued thereunder. (l) Description of the Securities, Exchange Securities, the Indenture and the Registration Rights Agreement. The Notes, the Exchange Notes, the Guarantees of the Notes and the Exchange Notes, the Indenture and the Registration Rights Agreement will conform in all material respects to the respective statements relating thereto contained in the Offering Memorandum. (m) Statements in the Offering Memorandum. The statements in the Offering Memorandum under the captions, "Enforcement of Civil Liabilities," "Risk Factors — Risks Relating to Our Business — We are subject to Environmental Regulation.", "Risk Factors — Risks Relating to the Notes — Canadian bankruptcy and insolvency laws may impair the trustee's ability to enforce remedies under the guarantees.", "Risk Factors — Risks Relating to the Notes — U.S. investors in the notes may have difficulties enforcing certain civil liabilities.", "Description of the Notes" and "Tax Considerations" insofar as such statements constitute matters of law, summaries of legal matters, documents or legal proceedings, or legal conclusions, fairly present and summarize, in all material respects, the matters referred to therein. (n) No Material Adverse Change. Except as otherwise disclosed in the Offering Memorandum, subsequent to the respective dates as of which information is given in the Offering Memorandum: (i) there has been no material adverse change, or any development

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document that could reasonably be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity (any such change is called a "Material Adverse Change"); (ii) the Company and its subsidiaries, considered as one entity, have not incurred any material liability or obligation, indirect, direct or contingent, not in the ordinary course of business, and have not entered into any material transaction or agreement not in the ordinary course of business; and (iii) except for the quarterly dividend on shares of the Company's subordinate voting shares declared on October 23, 2003, there has been no dividend or distribution of any kind declared, paid or made by the Company or, except for dividends paid to the Company or other subsidiaries, any of its subsidiaries on any class of capital stock or repurchase or redemption by the Company or any of its subsidiaries of any class of capital stock. (o) Independent Accountants. KPMG LLP, who have expressed their opinion with respect to the financial statements (which term as used in this Agreement includes the related notes thereto) of the Company and its subsidiaries included or incorporated by reference in the Offering Memorandum, are the auditors of the Company, are independent with the meaning of the Canada Business Corporations Act (the "CBCA") and Quebec Securities Laws and are independent public or certified public accountants within the meaning of Regulation S-X under the Securities Act and the Exchange Act. 6 (p) Preparation of the Financial Statements. The financial statements, together with the related schedules and notes, included or incorporated by reference in the Offering Memorandum present fairly the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in Canada applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto, and have been reconciled on an annual basis to generally accepted accounting principles as applied in the United States in accordance with Item 17 of Form 20-F under the Exchange Act. The financial data set forth in the Offering Memorandum under the captions "Summary — Summary Consolidated Financial Data" and "Selected Consolidated Financial Data" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Offering Memorandum. (q) Material Subsidiaries. The subsidiaries of the Company listed on Schedule B hereto (the "Material Subsidiaries") include all of the "significant subsidiaries" of the Company (as such term is defined in Rule 1-02 of Regulation S-X under the Securities Act). (r) Incorporation and Good Standing of the Company and its Material Subsidiaries. The Company and each of its Material Subsidiaries, including, without limitation, the Issuer, has been duly incorporated or otherwise formed and is validly existing as a corporation, limited liability company, partnership or other legal entity in good standing under the laws of the jurisdiction of its incorporation or formation and has power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum and, in the case of the Issuer and the Company, to enter into and perform their respective obligations under each of this Agreement, the Registration Rights Agreement, the DTC Agreement (in the case of the Issuer only), the Securities, the Exchange Securities and the Indenture. The Company and each of its Material Subsidiaries is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock of each Material Subsidiary of the Company has been duly authorized and validly issued, is fully paid and nonassessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. None of the outstanding common shares of the Issuer were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Issuer or any of its subsidiaries. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Schedule C hereto. Except for the Material Subsidiaries, the subsidiaries listed in Schedule C hereto, as of September 30, 2003, represented, in the aggregate, less than 20% of the consolidated assets and revenues of the Company. (s) Capitalization and Other Capital Stock Matters. At September 30, 2003, on a consolidated basis, after giving pro forma effect to the issuance and sale of the Securities pursuant hereto, the Company would have an authorized, issued and outstanding capitalization as set forth in the Offering Memorandum under the column marked "as adjusted" under the caption 7 "Capitalization" (other than for subsequent issuances of capital stock, if any, pursuant to employee benefit plans described in the Offering Memorandum or upon exercise of outstanding options or warrants described in the Offering Memorandum).

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (t) Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. (i) Neither the Company nor any of its Material Subsidiaries is in violation of its charter, by-laws or similar organizational documents or any law, administrative regulation or administrative or court decree applicable to the Company or its Material Subsidiaries and (ii) neither the Company nor any of its subsidiaries is in default (or, with the giving of notice or lapse of time, would be in default) ("Default") under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an "Existing Instrument"), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. Each of the Issuer's and the Company's execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement (in the case of the Issuer only) and the Indenture, and the issuance and delivery of the Securities or the Exchange Securities by the Issuer and the Company, as applicable, and the consummation by each of the Issuer and the Company of the transactions contemplated hereby and thereby and by the Offering Memorandum (i) will not result in any violation of the provisions of the charter, by-laws or similar organizational documents of the Company or any of its Material Subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiaries, except for such violations as would not, individually or in the aggregate, result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Issuer's or the Company's execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement (in the case of the Issuer only) or the Indenture, or the issuance and delivery of the Securities or the Exchange Securities by the Issuer and the Company, as applicable, or consummation by the Issuer and the Company of the transactions contemplated hereby and thereby and by the Offering Memorandum, except (i) such as may be required by the Quebec Securities Laws, Canadian Securities Laws and federal and state securities laws with respect to the Issuer's and the Company's obligations under the Registration Rights Agreement, (ii) for filings, registrations and recordings which have been made and the filing of certain notices and the payment of filing fees required by the Quebec Securities Laws or Canadian Securities Laws and (iii) for an order to be received from the Quebec Securities Commission under Section 12 of the Securities Act (Québec). As used herein, a "Debt Repayment Triggering Event" means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Issuer, the Company or any of their respective subsidiaries. 8 (u) No Material Actions or Proceedings. There are no legal or governmental actions, suits or proceedings pending or, to the best of the Issuer's or Company's knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any property owned or leased by, the Company or any of its subsidiaries, where in any such case there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. Neither the Issuer nor the Company has received notice of any securities commission orders or cease trade orders with respect to any securities of the Company or any of its subsidiaries. No material labor dispute with the employees of the Company or any of its Material Subsidiaries or to each of the Issuer's and the Company's knowledge, with the employees of any principal supplier, manufacturer, customer or contractor of the Company or any of its Material Subsidiaries, exists or, to the best of the Issuer's or the Company's knowledge, is threatened or imminent that could reasonably be expected to result in a Material Adverse Change. (v) Intellectual Property Rights. The Company and each of its Material Subsidiaries own or possess sufficient trademarks, trade names, patent rights, copyrights, licenses, approvals, trade secrets and other similar rights (collectively, "Intellectual Property Rights") reasonably necessary to conduct their businesses as now conducted; and the expected expiration of any of such Intellectual Property Rights would not result in a Material Adverse Change. Neither the Company nor any of its Material Subsidiaries has received any notice of infringement or conflict with asserted Intellectual Property Rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Change.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (w) All Necessary Permits, etc. The Company and each of its Material Subsidiaries possesses such valid and current certificates, licenses, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses, and neither the Company nor any of its Material Subsidiaries has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, license, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change and neither the Company nor any of its Material Subsidiaries is in default or violation of any such certificate, license, authorization or permit (except where such default or violation is not reasonably likely, individually or in the aggregate to result in a Material Adverse Change), and the Issuer's and the Company's execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement (in the case of the Issuer only) and the Indenture, and the issuance and delivery of the Securities or the Exchange Securities, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum do not and will not conflict with, or result in a breach of any of the terms or provisions of, or constitute a default under, any of such certificate, license, authorization or permit. (x) ERISA Compliance. The Company and each of its Material Subsidiaries and any "employee benefit plan" (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, "ERISA")) established or maintained by the Company, its Material Subsidiaries or their "ERISA 9 Affiliates" (as defined below) are in compliance in all material respects with ERISA. "ERISA Affiliate" means, with respect to the Company or a Material Subsidiary, any member of any group of organizations described in Sections 414 of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (the "Code") of which the Company or such Material Subsidiary is a member. No "reportable event" (as defined under ERISA) has occurred or is reasonably expected to occur with respect to any "employee benefit plan" established or maintained by the Company, its Material Subsidiaries or any of their ERISA Affiliates. No "employee benefit plan" established or maintained by the Company, its Material Subsidiaries or any of their ERISA Affiliates, if such "employee benefit plan" were terminated, would have any "amount of unfunded benefit liabilities" (as defined under ERISA). Neither the Company, its Material Subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any "employee benefit plan" or (ii) Sections 412, 4971, 4975 or 4980B of the Code. Each "employee benefit plan" established or maintained by the Company, its Material Subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would cause the loss of such qualification. (y) Title to Properties. The Company and each of its Material Subsidiaries has good and marketable title to all the properties reflected as owned in the financial statements referred to in Section 1(p) above (or elsewhere in the Offering Memorandum), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such Material Subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any Material Subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such Material Subsidiary. (z) Each of Issuer and Company Is Not an "Investment Company". The Issuer and the Company have been advised of the rules and requirements under the Investment Company Act of 1940, as amended (the "Investment Company Act"). Neither the Issuer nor the Company is, or after receipt of payment for the Notes and the application of proceeds as described under the caption "Use of Proceeds" in the Offering Memorandum will be, an "investment company" within the meaning of the Investment Company Act and each will conduct its business in a manner so that it will not become subject to the Investment Company Act while any Securities or Exchange Securities remain outstanding. (aa) Insurance. The Company and each of its Material Subsidiaries is insured by recognized, financially sound institutions with policies in such amounts and with such deductibles and covering such risks as are generally deemed adequate and customary for their businesses including, but not limited to, policies covering real and personal property owned or leased by the Company and its Material Subsidiaries against theft, damage, destruction, acts of vandalism and earthquakes. The Company has no reason to believe that it or any Material Subsidiary will not be able (i) to renew its existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or 10

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document appropriate to conduct its business as now conducted and at a cost that would not result in a Material Adverse Change. (bb) Compliance with Environmental Laws. Except as would not, individually or in the aggregate, result in a Material Adverse Change: (i) neither the Company nor any of its Material Subsidiaries is in violation of any federal, provincial, territorial, state, local or foreign law or regulation relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including without limitation, laws and regulations relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum and petroleum products (collectively, "Materials of Environmental Concern"), or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern (collectively, "Environmental Laws"), which violation includes, but is not limited to, noncompliance with any permits or other governmental authorizations required for the operation of the business of the Company or its Material Subsidiaries under applicable Environmental Laws, or noncompliance with the terms and conditions thereof, nor has the Company or any of its Material Subsidiaries received any written communication, whether from a governmental authority, citizens group, employee or otherwise, that alleges that the Company or any of its Material Subsidiaries is in violation of any Environmental Law; (ii) there is no claim, action or cause of action filed with a court or governmental authority, no investigation with respect to which the Company has received written notice, and no written notice by any person or entity alleging potential liability for investigatory costs, cleanup costs, governmental responses costs, natural resources damages, property damages, personal injuries, attorneys' fees or penalties arising out of, based on or resulting from the presence, or release into the environment, of any Material of Environmental Concern at any location owned, leased or operated by the Company or any of its Material Subsidiaries, now or in the past (collectively, "Environmental Claims"), pending or, to the best of the Company's knowledge, threatened against the Company or any of its Material Subsidiaries or any person or entity whose liability for any Environmental Claim the Company or any of its Material Subsidiaries has retained or assumed either contractually or by operation of law; and (iii) to the best of the Issuer's or the Company's knowledge, there are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the release, emission, discharge, presence or disposal of any Material of Environmental Concern, that reasonably could result in a violation of any Environmental Law or form the basis of a potential Environmental Claim against the Company or any of its Material Subsidiaries or against any person or entity whose liability for any Environmental Claim the Company or any of its Material Subsidiaries has retained or assumed either contractually or by operation of law. (cc) No Price Stabilization or Manipulation. Neither the Issuer nor the Company has taken or will take, directly or indirectly, any action designed to or that might be reasonably expected to cause or result in stabilization or manipulation of the price of any security of the Issuer or the Company to facilitate the sale or resale of the Securities. (dd) Company's Accounting System. Each of the Issuer and the Company maintains a system of accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in all material respects in accordance with management's general or 11 specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles as applied in Canada and to maintain accountability for assets; (iii) access to assets is permitted in all material respects only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any material differences. (ee) Market Information. Any statistical and market-related data included in the Offering Memorandum are based on or derived from sources that the Issuer and the Company believe to be reliable and accurate and the Issuer and the Company are authorized to use such data in the Offering Memorandum. (ff) Regulation S. Each of the Issuer, the Company, their respective Affiliates and all persons acting on their behalf (other than the Initial Purchasers, as to whom the Issuer and the Company make no representation) have complied with and will comply with the offering restrictions requirements of Regulation S in connection with the offering of the Securities outside the United States and, in connection therewith, the Offering Memorandum will contain the disclosure required by Rule 902 under the Securities Act. The Securities sold in reliance on Regulation S will be represented upon issuance by a temporary global security that may not be exchanged for definitive securities until the expiration of the 40-day restricted period referred to in Rule 903 of the Securities Act and only upon certification of beneficial ownership of such Securities by non-U.S. persons or U.S. persons who purchased such Securities in transactions that were exempt from the registration requirements of the Securities Act.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Any certificate signed by an officer of the Issuer and/or the Company and delivered to the Initial Purchasers or to counsel for the Initial Purchasers in connection with this Agreement shall be deemed to be a representation and warranty by the Issuer or the Company, as the case may be, to each Initial Purchaser as to the matters set forth therein. 12

SECTION 2. Purchase, Sale and Delivery of the Securities. (a) The Securities. The Issuer agrees to issue and sell to the several Initial Purchasers, severally and not jointly, all of the Securities upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Initial Purchasers agree, severally and not jointly, to purchase from the Issuer the aggregate principal amount of Securities set forth opposite their names on Schedule A, at the offering price set forth on the cover of the Offering Memorandum payable on the Closing Date. As compensation for the services rendered by the Initial Purchasers to the Issuer in respect of the issuance and sale of the Securities, the Issuer will pay to the Initial Purchasers a commission of 0.60% of the principal amount of the 2008 Notes and 0.65% of the principal amount of the 2013 Notes sold to the Initial Purchasers under this Agreement. All payments to be made by the Issuer to the Initial Purchasers as compensation for the services rendered by the Initial Purchasers to the Issuer and the Company in respect of the issuance and sale of the Securities hereunder shall be made without withholding or deduction for or on account of any present or future taxes, duties or governmental charges whatsoever. (b) The Closing Date. Delivery of certificates for the Securities in definitive form to be purchased by the Initial Purchasers and payment therefor shall be made at the offices of Arnold & Porter, 399 Park Avenue, New York, New York, 10022 or such other place as may be agreed to by the Issuer and the Representatives) at 9:00 a.m. New York City time, on November 3, 2003, or such other time and date as may be agreed to by the Issuer and the Representatives (the time and date of such closing are called the "Closing Date"). The Issuer hereby acknowledges that circumstances under which the Initial Purchasers may request to postpone the Closing Date as originally scheduled include, without limitation, any determination by the Issuer, the Company or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 hereof. (c) Delivery of the Securities. The Issuer shall deliver, or cause to be delivered (i) to Banc of America Securities LLC for the accounts of the several Initial Purchasers certificates for the 2008 Notes and the related Guarantees at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor, net of any commission and (ii) to Citigroup Global Markets Inc. for the accounts of the several Initial Purchasers certificates for the 2013 Notes and the related Guarantees at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor, net of any commission. The certificates for the Securities shall be in such denominations and registered in the name of Cede & Co., as nominee of the Depository, pursuant to the DTC Agreement, and shall be made available for inspection on the business day preceding the Closing Date, at a location in New York City as the Initial Purchasers may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Initial Purchasers. (d) Delivery of Offering Memorandum to the Initial Purchasers. Not later than 12:00 p.m. on the second business day following the date of this Agreement, the Issuer shall deliver or cause to be delivered copies of the Offering Memorandum in such quantities and at such places as the Initial Purchasers shall reasonably request. 13 (e) Initial Purchasers as Qualified Institutional Buyers. Each Initial Purchaser severally and not jointly represents and warrants to, and agrees with, the Issuer and the Company that it is a "qualified institutional buyer" within the meaning of Rule 144A (a "Qualified Institutional Buyer"). SECTION 3. Additional Covenants. Each of the Issuer and the Company, jointly and severally, further covenants and agrees with each Initial Purchaser as follows: (a) Initial Purchasers' Review of Proposed Amendments and Supplements. Prior to amending or supplementing the Offering Memorandum (including any amendment or supplement through incorporation by reference), the Issuer shall furnish to the Initial Purchasers for review a copy of each such proposed amendment or supplement, and the Company shall not use any such proposed amendment or supplement to which the Initial Purchasers reasonably object. (b) Amendments and Supplements to the Offering Memorandum. If, prior to the completion of the placement of the Securities by the Initial Purchasers with the Subsequent Purchasers, any event shall occur or condition exist as a result of which it is necessary to

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document amend or supplement the Offering Memorandum in order to make the statements therein, in the light of the circumstances when the Offering Memorandum is delivered to a Subsequent Purchaser, not misleading, or if in the opinion of the Initial Purchasers or counsel for the Initial Purchasers it is otherwise necessary to amend or supplement the Offering Memorandum to comply with law, the Issuer agrees to promptly prepare (subject to Section 3(a) hereof), and furnish at its own expense to the Initial Purchasers, amendments or supplements to the Offering Memorandum so that the statements in the Offering Memorandum as so amended or supplemented will not, in the light of the circumstances when the Offering Memorandum is delivered to a purchaser, be misleading or so that the Offering Memorandum, as amended or supplemented, will comply with law. Each of the Issuer and the Company hereby expressly acknowledges that the indemnification and contribution provisions of Sections 8 and 9 hereof are specifically applicable and relate to each offering memorandum amendment or supplement referred to in this Section 3. (c) Copies of the Offering Memorandum. The Issuer agrees to furnish the Initial Purchasers, without charge, as many copies of the Offering Memorandum and any amendments and supplements thereto as they shall have reasonably requested. (d) Notice of Filings. The Issuer and the Company will promptly notify the Representatives of any filing made by the Issuer or the Company of information relating to the offering of the Securities with any of the Commission, the CVMQ or any other regulatory body in the United States, Canada or any other jurisdiction. (e) Blue Sky Compliance. The Issuer and the Company shall cooperate with the Initial Purchasers and counsel for the Initial Purchasers to qualify or register the Securities for sale under (or obtain exemptions from the application of) the Blue Sky or state securities laws of those jurisdictions designated by the Initial Purchasers, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Securities. Neither the Issuer nor the Company shall be required to qualify as 14 a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Issuer will advise the Initial Purchasers promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Issuer shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment. (f) Use of Proceeds. The Issuer shall apply the net proceeds from the sale of the Securities sold by it in the manner described under the caption "Use of Proceeds" in the Offering Memorandum. (g) The Depositary. The Issuer will cooperate with the Initial Purchasers and use its best efforts to permit the Securities to be eligible for clearance and settlement through the facilities of the Depositary. (h) Additional Information. Prior to the completion of the placement of the Securities by the Initial Purchasers with the Subsequent Purchasers, the Company shall file, on a timely basis, with the Commission all reports and documents required to be filed under Section 13 or 15 of the Exchange Act. Additionally, so long as any of the Securities are "restricted securities" within the meaning of Rule 144(a)(3), at any time when either of the Company or the Issuer is not subject to Section 13 or 15 of the Exchange Act, for the benefit of holders and beneficial owners from time to time of Securities, the Company or the Issuer, as applicable, shall furnish, at its expense, upon request, to holders and beneficial owners of Securities and prospective purchasers of Securities information ("Additional Information") satisfying the requirements of subsection (d) of Rule 144A. (i) Agreement Not to Offer or Sell Additional Securities. From the date hereof through the Closing Date, neither the Issuer nor the Company will, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open "put equivalent position" within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Issuer or the Company or securities exchangeable for or convertible into debt securities of the Issuer or the Company (other than as contemplated by this Agreement and to register the Exchange Securities). (j) No Integration. Each of the Issuer and the Company agrees that it will not and will cause its respective Affiliates not to make any offer or sale of securities of the Issuer or the Company of any class if, as a result of the doctrine of "integration" referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Issuer to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4 thereof or by Rule 144A or by Regulation S thereunder or otherwise. 15 (k) Legended Securities. Each certificate for a Note will bear the legend contained in "Transfer Restrictions" in the Offering Memorandum for the time period and upon the other terms stated in the Offering Memorandum. Either of Banc of America Securities LLC or Citigroup Global Markets Inc., on behalf of the several Initial Purchasers, may, in its sole discretion, waive in writing the performance by the Issuer or the Company of any one or more of the foregoing covenants or extend the time for their performance. SECTION 4. Payment of Expenses. Each of the Issuer and the Company, jointly and severally, agrees with the Initial Purchasers that the Issuer will pay or cause to be paid all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation, (i) all expenses incident to the issuance and delivery of the Securities (including all printing and engraving costs), (ii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Securities to the Initial Purchasers, (iii) all fees and expenses of the Issuer's and Company's counsel, independent public or certified public accountants and other advisors, (iv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of each Preliminary Offering Memorandum and the Offering Memorandum (including financial statements and exhibits), and all amendments and supplements thereto, this Agreement, the Registration Rights Agreement, the Indenture, the DTC Agreement, and the Notes and the Guarantees, all filing fees, attorneys' fees and expenses incurred by the Issuer or the Company or reasonably incurred by the Initial Purchasers in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Securities for offer and sale under the Blue Sky laws and, if requested by the Initial Purchasers, preparing and printing a "Blue Sky Survey" or memorandum, and any supplements thereto, advising the Initial Purchasers of such qualifications, registrations and exemptions, (vi) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture, the Securities and the Exchange Securities, (vii) any fees payable in connection with the rating of the Securities or the Exchange Securities with the ratings agencies, (viii) any filing fees incident to, and any reasonable fees and disbursements of counsel to the Initial Purchasers in connection with the review by the NASD, if any, of the terms of the sale of the Securities or the Exchange Securities, (ix) all fees and expenses (including reasonable fees and expenses of counsel) of the Issuer in connection with approval of the Securities by DTC for "book-entry" transfer, and the performance by the Issuer and the Company of their respective other obligations under this Agreement. Except as provided in this Section 4, Section 6, Section 8 and Section 9 hereof, the Initial Purchasers shall pay their own expenses, including the fees and disbursements of their counsel. SECTION 5. Conditions of the Obligations of the Initial Purchasers. The obligations of the several Initial Purchasers to purchase and pay for the Securities as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Issuer and the Company set forth in Section 1 hereof as of the date hereof and as of the Closing Date as though then made and to the timely performance by the Issuer and the Company of their respective covenants and other obligations hereunder, and to each of the following additional conditions: 16 (a) Accountants' Comfort Letter. On the date hereof, the Initial Purchasers shall have received from KPMG LLP, independent public or certified public accountants for the Issuer and the Company, a letter dated the date hereof addressed to the Initial Purchasers, in form and substance satisfactory to the Initial Purchasers, containing statements and information of the type ordinarily included in accountants' "comfort letters" to Initial Purchasers, delivered according to Statement of Auditing Standards Nos. 72, 76 and 100 (or any successor bulletins), with respect to the audited and unaudited financial statements and certain financial information contained in the Offering Memorandum. (b) No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date: (i) in the judgment of the Initial Purchasers there shall not have occurred any Material Adverse Change; and (ii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any "nationally recognized statistical rating organization" as such term is defined for purposes of Rule 436 under the Securities Act.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (c) Opinion of Canadian Counsel for the Company and the Issuer. On the Closing Date the Initial Purchasers shall have received the favorable opinion of Ogilvy Renault, Canadian counsel for the Company and the Issuer, dated as of such Closing Date, the form of which is attached as Exhibit B. (d) Opinion of United States Counsel for the Company and the Issuer. On the Closing Date the Initial Purchasers shall have received the favorable opinion of Arnold & Porter, United States counsel for the Company and the Issuer, dated as of such Closing Date, the form of which is attached as Exhibit C. (e) Opinion of United States Counsel for the Initial Purchasers. On the Closing Date the Initial Purchasers shall have received the favorable opinion of Shearman & Sterling LLP, United States counsel for the Initial Purchasers, dated as of such Closing Date, with respect to such matters as may be reasonably requested by the Initial Purchasers. (f) Officers' Certificate. On the Closing Date the Initial Purchasers shall have received a written certificate executed by the Chairman of the Board, Chief Executive Officer or President of the Issuer and the Company and the Chief Financial Officer or Chief Accounting Officer of each of the Issuer and the Company, dated as of the Closing Date, to the effect set forth in subsection (b) of this Section 5, and further to the effect that: (i) for the period from and after the date of this Agreement and prior to the Closing Date there has not occurred any Material Adverse Change; 17 (ii) the representations, warranties and covenants of the Issuer and the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of the Closing Date; and (iii) the Issuer and the Company have each complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date. (g) Bring-down Comfort Letter. On the Closing Date the Initial Purchasers shall have received from KPMG LLP, independent public or certified public accountants for the Company, a letter dated such date, in form and substance satisfactory to the Initial Purchasers, to the effect that they reaffirm the statements made in the letter furnished by them pursuant to subsection of this Section 5, except that the specified date referred to therein for the carrying out of procedures shall be no more than three business days prior to the Closing Date. (h) Registration Rights Agreement. The Issuer and the Company shall have entered into the Registration Rights Agreement and the Initial Purchasers shall have received executed counterparts thereof. (i) Additional Documents. On or before the Closing Date, the Initial Purchasers and counsel for the Initial Purchasers shall have received such information, documents and opinions as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained. (j) Securities Act (Québec) Order. The Company shall have received an order under Section 12 of the Securities Act (Québec). If any condition specified in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Initial Purchasers by notice to the Issuer at any time on or prior to the Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 4, Section 6, Section 8 and Section 9 shall at all times be effective and shall survive such termination. SECTION 6. Reimbursement of Initial Purchasers' Expenses. If this Agreement is terminated by the Initial Purchasers pursuant to Section 5 hereof, or if the sale to the Initial Purchasers of the Securities on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Issuer or the Company to perform any agreement herein or to comply with any provision hereof, each of the Issuer and the Company, jointly and severally, agrees to reimburse the Initial Purchasers (or such Initial Purchasers as have terminated this Agreement with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including but not limited to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges. 18 SECTION 7. Offer, Sale and Resale Procedures. Each of the Initial Purchasers, on the one hand, and each of the Issuer and the Company, on the other hand, hereby establish and agree to observe the following procedures in connection with the offer and sale of the Securities:

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (a) Offers and sales of the Securities have and will be made only by the Initial Purchasers or Affiliates thereof qualified to do so in the jurisdictions in which such offers or sales are made. Each such offer or sale shall only be made to persons in the United States whom the offeror or seller reasonably believes to be Qualified Institutional Buyers, or non-U.S. persons outside the United States to whom the offeror or seller reasonably believes offers and sales of the Securities may be made in reliance upon Regulation S under the Securities Act, upon the terms and conditions set forth in Annex I hereto, which Annex I is hereby expressly made a part hereof. (b) The Securities have and will be offered by approaching prospective Subsequent Purchasers on an individual basis. No general solicitation or general advertising (within the meaning of Rule 502 under the Securities Act) has or will be used in the United States in connection with the offering of the Securities. (c) Upon original issuance by the Issuer, and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Securities (and all securities issued in exchange therefor or in substitution thereof, other than the Exchange Securities) shall bear a legend to the following effect: "THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON 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 AND THE GUARANTEES ENDORSED HEREON 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 THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 19 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 WITHIN THE MEANING 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 END OF THE 40 DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR 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) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE." Following the sale of the Securities by the Initial Purchasers to Subsequent Purchasers in accordance with the terms hereof, the Initial Purchasers shall not be liable or responsible to the Issuer or the Company hereunder for any losses, damages or liabilities suffered or incurred by the Issuer or the Company, including any losses, damages or liabilities under the Securities Act, arising from or relating to any resale or transfer of any Security. SECTION 8. Indemnification (a) Indemnification of the Initial Purchasers. Each of the Issuer and the Company, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser or such controlling person may become subject, under the Securities Act, the Exchange Act or

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document other federal, provincial, territorial or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Issuer or the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum or the Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the 20 light of the circumstances under which they were made, not misleading, and to reimburse each Initial Purchaser and each such controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Initial Purchaser or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Issuer by the Initial Purchasers expressly for use in any Preliminary Offering Memorandum or the Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8 shall be in addition to any liabilities that the Issuer and the Company may otherwise have. (b) Indemnification of the Issuer, the Company and their Respective Directors and Officers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Issuer, the Company and each of their directors and officers and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Issuer, the Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal, provincial, territorial or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Initial Purchaser), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in any Preliminary Offering Memorandum or the Offering Memorandum (or any amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Preliminary Offering Memorandum or the Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Issuer and the Company by the Initial Purchasers expressly for use therein; and to reimburse the Issuer, the Company, or any such director, officer or controlling person for any legal and other expenses reasonably incurred by the Issuer, the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Issuer and the Company hereby acknowledges that the only information that the Initial Purchasers have furnished to the Issuer and the Company expressly for use in any Preliminary Offering Memorandum or the Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the first sentence of the third paragraph, the fourth sentence of the tenth paragraph and the eleventh paragraph under the caption "Plan of Distribution" in the Offering Memorandum; and the Initial Purchasers confirm that such statements are correct. The indemnity agreement set forth in this Section 8 shall be in addition to any liabilities that each Initial Purchaser may otherwise have. 21

(c) Notifications and Other Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party for contribution or otherwise than under the indemnity agreement contained in this Section 8 or to the extent it is not prejudiced as a proximate result of such failure. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in and, to the extent that it shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel reasonably satisfactory to such

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document indemnified party; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of such indemnifying party's election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 8 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (together with local counsel), approved by the indemnifying party (the Representatives in the case of Section 8 and Section 9), representing the indemnified parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action, in each of which cases the reasonable fees and expenses of counsel shall be at the expense of the indemnifying party. (d) Settlements. The indemnifying party under this Section 8 shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of a request for consent to such settlement and a request for reimbursement of the related fees and expenses and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, 22 suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding. SECTION 9. Contribution. If the indemnification provided for in Section 8 is for any reason held to be unavailable to or otherwise insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses referred to therein, then (i) each indemnifying party shall contribute to the aggregate amount paid or payable by such indemnified party, as incurred, as a result of any losses, claims, damages, liabilities or expenses referred to therein in such proportion as is appropriate to reflect the relative benefits received by the Issuer and the Company, on the one hand, and the Initial Purchasers, on the other hand, from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Issuer and the Company, on the one hand, and the Initial Purchasers, on the other hand, in connection with the statements or omissions or inaccuracies in the representations and warranties herein which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Issuer and the Company, on the one hand, and the Initial Purchasers, on the other hand, in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Issuer and the Company, and the total commission received by the Initial Purchasers bear to the aggregate initial offering price of the Securities. The relative fault of the Issuer and the Company, on the one hand, and the Initial Purchasers, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact or any such inaccurate or alleged inaccurate representation or warranty relates to information supplied by the Issuer and the Company, on the one hand, or the Initial Purchasers, on the other hand, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 8, any legal or other fees or expenses reasonably incurred by such party

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document in connection with investigating or defending any action or claim. The provisions set forth in Section 8 with respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 9; provided, however, that no additional notice shall be required with respect to any action for which notice has been given under Section 8 for purposes of indemnification. The Issuer, the Company and the Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 9. 23 Notwithstanding the provisions of this Section 9, no Initial Purchaser shall be required to contribute any amount in excess of the commission received by such Initial Purchaser in connection with the Securities distributed by it. No person guilty of fraudulent misrepresentation (within the meaning of Section 11 of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Initial Purchasers' obligations to contribute pursuant to this Section 9 are several, and not joint, in proportion to their respective commitments as set forth opposite their names in Schedule A. For purposes of this Section 9, each director, officer and employee of an Initial Purchaser and each person, if any, who controls an Initial Purchaser within the meaning of the Securities Act and the Exchange Act shall have the same rights to contribution as such Initial Purchaser, and each director and officer of the Issuer or the Company, and each person, if any, who controls the Issuer or the Company within the meaning of the Securities Act and the Exchange Act shall have the same rights to contribution as the Issuer and the Company. SECTION 10. Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Initial Purchasers by notice given to the Issuer if at any time: (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission, the CVMQ, the Toronto Stock Exchange or the New York Stock Exchange, or trading in securities generally on any of the Nasdaq Stock Market, the Toronto Stock Exchange or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission, the NASD, the CVMQ or any applicable securities regulatory authority; (ii) a general banking moratorium shall have been declared by any United States federal, Canadian federal, Quebec provincial or New York state authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving of affecting the United States or Canada, or any change in the United States, Canadian or international financial markets, or any substantial change or development involving a prospective substantial change in United States, Canadian or international political, financial or economic conditions, as in the judgment of the Initial Purchasers is material and adverse and makes it impracticable to market the Securities in the manner and on the terms described in the Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Initial Purchasers there shall have occurred any Material Adverse Change; or (v) the Issuer or the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Initial Purchasers may interfere materially with the conduct of the business and operations of the Issuer or the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (i) the Issuer and Company to any Initial Purchaser, except that the Issuer and the Company, jointly and severally, shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, (ii) any Initial Purchaser to the Issuer and the Company, or (iii) any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination. SECTION 11. Representations and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties and other statements of the Issuer, the Company, of their respective officers and of the several Initial Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any 24 investigation made by or on behalf of any Initial Purchaser, the Issuer or Company or any of its or their partners, officers or directors or any controlling person, as the case may be, and will survive delivery of and payment for the Securities sold hereunder and any termination of this Agreement. SECTION 12. Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered or telecopied and confirmed to the parties hereto as follows: If to the Initial Purchasers: Banc of America Securities LLC 9 West 57th Street, Floor 2M New York, New York

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 10019 USA Facsimile: (212) 847-5184 Attention: High Grade Capital Markets Transaction Management with a copy to: Shearman & Sterling LLP 199 Bay Street, Suite 4405 Toronto, Ontario M5L 1E8 Canada Facsimile: (416) 360-2958 Attention: Mr. Christopher J. Cummings If to the Issuer or the Company: Quebecor World Inc. 612 Saint Jacques Street, 4th Floor Montreal, Quebec H3C 4M8 Canada Facsimile: (514) 964-9624 Attention: General Counsel With copies to: Ogilvy Renault Suite 1100 1981 McGill College Avenue Montreal, Quebec H3A 3C1 Canada Facsimile: (514) 286-5474 Attention: Marc Lacourcière Arnold & Porter 399 Park Avenue New York, New York 10022 USA Facsimile: (212) 715-1399 25 Attention: John A. Willett Any party hereto may change the address for receipt of communications by giving written notice to the others. SECTION 13. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto, including any substitute Initial Purchasers pursuant to Section 16 hereof, and to the benefit of the employees, officers and directors and controlling persons referred to in Section 8 and Section 9, and in each case their respective successors, and no other person will have any right or obligation hereunder. The term "successors" shall not include any purchaser of the Securities as such from any of the Initial Purchasers merely by reason of such purchase. SECTION 14. Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. SECTION 15. Governing Law Provisions. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE. Each of the Issuer and the Company agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby ("Related Proceedings") may be instituted in the federal courts of the United States of America located in the City and County of New York or the courts of the State of New York in each case located in the City and County of New York (collectively, the "Specified Courts"), and each party irrevocably submits to the non-exclusive jurisdiction of such courts in

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document any such suit, action or proceeding. The parties irrevocably and unconditionally waive, to the fullest extent permitted by applicable law, any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim, to the fullest extent permitted by applicable law, in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum. Each of the Issuer and the Company hereby irrevocably designates and appoints CT Corporation System (or any successor entity) as its respective authorized agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suit, action or proceeding in any such court and agrees that service of process upon CT Corporation System (or such successor entity) at its office at 111 Eighth Avenue, 13th floor, New York, New York 10011 (or such other address in the Borough of Manhattan, the City of New York, State of New York as the Issuer and the Company may designate by written notice to the Initial Purchasers), and written notice of said service to the Issuer or the Company, as the case may be, mailed or delivered to Quebecor World Inc., 612 Saint Jacques Street, 4th Floor, Montreal, Quebec, H3C 4M8 Canada, Attention: General Counsel, shall be deemed in every respect effective service of process upon the Issuer or the Company, as the case may be, in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the Issuer or the Company, as the case may be. 26 Said designation and appointment shall be irrevocable from the date of Closing to and including 90 days after the stated maturity of the Notes. Each of the Issuer and the Company agrees to take all action as may be necessary to continue the designation and appointment of CT Corporation System, or any successor entity, in full force and effect so that the Issuer and the Company shall at all times during such period have an agent for service of process for the above purposes in the United States. Nothing herein shall affect the right of the Initial Purchasers or any person controlling an Initial Purchaser to serve process in any manner permitted by law or limit the right of the Initial Purchasers or any person controlling an Initial Purchaser to bring proceedings against the Company in the courts of any jurisdiction or jurisdictions. (a) Waiver of Immunity. With respect to any Related Proceeding, each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any Related Judgment, each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended. (b) Judgment Currency. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than U.S. dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Initial Purchasers could purchase U.S. dollars with such other currency in The City of New York on the business day preceding that on which final judgment is given. The obligations of the Issuer and the Company in respect of any sum due from it to any Initial Purchaser shall, notwithstanding any judgment in any currency other than U.S. dollars, not be discharged until the first business day, following receipt by such Initial Purchaser of any sum adjudged to be so due in such other currency, on which (and only to the extent that) such Initial Purchaser may in accordance with normal banking procedures purchase U.S. dollars with such other currency; if the U.S. dollars so purchased are less than the sum originally due to such Initial Purchaser hereunder, each of the Issuer and the Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Initial Purchaser against such loss. If the U.S. dollars so purchased are greater than the sum originally due to such Initial Purchaser hereunder, such Initial Purchaser agrees to pay to the Issuer and the Company (but without duplication) an amount equal to the excess of the dollars so purchased over the sum originally due to such Initial Purchaser hereunder. SECTION 16. Default of One or More of the Several Initial Purchasers. If any one or more of the several Initial Purchasers shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on the Closing Date, and the aggregate number of Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Securities to be purchased on such date, the other Initial Purchasers shall be obligated, severally, in the proportions that the number of Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Securities set forth opposite the names of all such non-defaulting Initial Purchasers, or in such other proportions as may be specified by the Initial 27

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Purchasers with the consent of the non-defaulting Initial Purchasers, to purchase the Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase on such date. If any one or more of the Initial Purchasers shall fail or refuse to purchase Securities and the aggregate number of Securities with respect to which such default occurs exceeds 10% of the aggregate number of Securities to be purchased on the Closing Date, and arrangements satisfactory to the Initial Purchasers and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 8 and Section 9 shall at all times be effective and shall survive such termination. In any such case any of the Initial Purchasers, the Issuer or the Company shall have the right to postpone the Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Offering Memorandum or any other documents or arrangements may be effected. As used in this Agreement, the term "Initial Purchaser" shall be deemed to include any person substituted for a defaulting Initial Purchaser under this Section 16. Any action taken under this Section 16 shall not relieve any defaulting Initial Purchaser from liability in respect of any default of such Initial Purchaser under this Agreement. SECTION 17. Tax Disclosure. Notwithstanding anything to the contrary contained herein, each of the Initial Purchasers, the Issuer and the Company shall be permitted to disclose the U.S. tax treatment and U.S. tax structure of each of the transactions contemplated by this Agreement and the Offering Memorandum (each, a "Transaction") (including any materials, opinions or analyses relating to such U.S. tax treatment or U.S. tax structure, but without disclosure of identifying information or, except to the extent relating to such tax structure or tax treatment, any nonpublic commercial or financial information); provided, however, that if any Transaction is not consummated for any reason, the provisions of this sentence shall cease to apply with respect to such Transaction. For the purposes of this section, "U.S. tax structure" is limited to the facts relevant to the income tax treatment of the offering and does not include information relating to the identity of the Issuer, the Company, its affiliates, agents or advisors. SECTION 18. General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The Table of Contents and the section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. 28 If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours,

QUEBECOR WORLD CAPITAL CORPORATION

/s/ CLAUDE HÉLIE By: Name: Claude Hélie Title: Executive Vice President

QUEBECOR WORLD INC.

/s/ CLAUDE HÉLIE By: Name: Claude Hélie Title: Executive Vice President and Chief Financial Officer

/s/ DENIS AUBIN By: Name: Denis Aubin Title: Senior Vice President, Corporate Finance and Treasury

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 29 The foregoing Purchase Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first above written. CITIGROUP GLOBAL MARKETS INC. BANC OF AMERICA SECURITIES LLC RBC DOMINION SECURITIES CORPORATION ABN AMRO INCORPORATED BNP PARIBAS SECURITIES CORP. TD SECURITIES (USA) INC. SCOTIA CAPITAL (USA) INC. HARRIS NESBITT CORP. WACHOVIA CAPITAL MARKETS, LLC CIBC WORLD MARKETS CORP. PUTNAM LOVELL NBF SECURITIES INC. TOKYO-MITSUBISHI INTERNATIONAL PLC FLEET SECURITIES, INC. BARCLAYS CAPITAL INC.

By: BANC OF AMERICA SECURITIES LLC

/s/ LILY CHANG By: Name: Lily Chang Title: Principal

By: CITIGROUP GLOBAL MARKETS INC.

/s/ CHANDA CARR By: Name: Chanda Carr Title: Vice President For themselves and the several Initial Purchasers 30 SCHEDULE A Aggregate Principal Aggregate Principal Initial Purchasers Amount of 2008 Amount of 2013 Notes to be Purchased Notes to be Purchased Citigroup Global Markets Inc. US$ 66,000,000 US$ 132,000,000 Banc of America Securities LLC US$ 34,000,000 US$ 68,000,000 RBC Dominion Securities Corporation US$ 18,710,000 US$ 37,419,000 ABN AMRO Incorporated US$ 14,737,000 US$ 29,474,000 BNP Paribas Securities Corp. US$ 14,737,000 US$ 29,474,000 Scotia Capital (USA) Inc. US$ 14,737,000 US$ 29,474,000 TD Securities (USA) Inc. US$ 14,737,000 US$ 29,474,000 Harris Nesbitt Corp. US$ 6,079,000 US$ 12,158,000 Wachovia Capital Markets, LLC US$ 6,079,000 US$ 12,158,000 CIBC World Markets Corp. US$ 3,553,000 US$ 7,105,000 Putnam Lovell NBF Securities Inc. US$ 3,553,000 US$ 7,105,000 Barclays Capital Inc. US$ 1,026,000 US$ 2,053,000 Fleet Securities, Inc. US$ 1,026,000 US$ 2,053,000 Tokyo-Mitsubishi International plc US$ 1,026,000 US$ 2,053,000

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Total US$ 200,000,000 US$ 400,000,000 Schedule A-1 SCHEDULE B

Material Subsidiaries of Quebecor World Inc. Quebecor World European Holdings, S.A. Quebecor Printing Holding Company Quebecor World (USA) Inc. Quebecor World Capital Corporation QW Memphis Corp. Schedule B-1 SCHEDULE C

Subsidiaries of Quebecor World Inc. USA BCK 140 Q Partnership Chemical Color Plate Corporation Edwin Road Properties, Inc. Image Technologies, Inc. Innovata, LLC (17.3%) La-Gniappe Advertising, Inc. La-Gniappe Inserts, Inc. La-Gniappe Marketing Group Inc. Lightspeed Digital Express LLC Magna Graphics/Midwest Inc. Magna/Ruttles, LLC National Magazine Mailers, Inc. Nimrod Press, Inc. P.A. Investment Corporation Paper Express, Ltd. Quebecor List Services Chicago Inc. Quebecor Printing Aviation Inc. Quebecor Printing Holding Company Quebecor Printing Providence Inc. Quebecor Printing Sayers Inc. Quebecor Printing St. Paul Inc. Quebecor World (USA) Inc. Quebecor World Acme Printing Company Inc. Quebecor World Arcata Corp. Quebecor World Atglen Inc. Quebecor World Atlanta II LLC Quebecor World Atlanta Inc. Quebecor World Aviation Inc. Quebecor World Book Services LLC Quebecor World Buffalo Inc. Quebecor World Capital Corporation Quebecor World Capital GP Quebecor World Central Florida Press, L.C. Quebecor World Century Graphics Corporation

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Quebecor World Dallas II Inc. Quebecor World Dallas Sales Inc. Quebecor World Dallas, L.P. Quebecor World DB Acquisition Corp. Quebecor World Delaware LLC Schedule C-1 Quebecor World Detroit Inc. Quebecor World Direct Brookfield Inc. Quebecor World Directory Sales Corp. Quebecor World Dittler Brothers Inc. Quebecor World Dubuque Inc. Quebecor World Eagle Inc. Quebecor World Eusey Press Inc. Quebecor World Fairfield Inc. Quebecor World Federated Inc. Quebecor World Finance Inc. Quebecor World Foreign Sales Corp. Quebecor World Great Western Publishing Inc. Quebecor World Halliday Inc. Quebecor World Hazleton Inc. Quebecor World Infiniti Graphics Inc. Quebecor World Investments Inc. Quebecor World Johnson & Hardin Company Quebecor World Johnson & Hardin Enterprises Inc. Quebecor World Kingsport Inc. Quebecor World KRI Dresden Inc. Quebecor World KRI Inc. Quebecor World Krueger Acquisition Corporation Quebecor World Lanman Companies Inc. Quebecor World Lanman Dominion Inc. Quebecor World Lanman Lithotech Inc. Quebecor World Lincoln Inc. Quebecor World Logistics Inc. Quebecor World Loveland Inc. Quebecor World Magna Graphic Inc. Quebecor World Memphis II Inc. Quebecor World Memphis LLC Quebecor World Metroweb L.P. Quebecor World Mid-South Press Corporation Quebecor World Mt. Morris II LLC Quebecor World Nevada II LLC Quebecor World Nevada Inc. Quebecor World Northeast Graphics Inc. Quebecor World Nova Marketing Services, Inc. Quebecor World Olive Branch Inc. Quebecor World Packaging Graphics Inc. Quebecor World Pendell Inc. Quebecor World Petty Printing Inc. Quebecor World Printing (USA) Corp.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Quebecor World RAI Inc. Quebecor World Real Estate Inc. Quebecor World Retail Printing Corporation Schedule C-2 Quebecor World San Jose Inc. Quebecor World Sayers Inc. Quebecor World Semline Inc. Quebecor World Services Inc. Quebecor World Systems Inc. Quebecor World Taconic Holdings Inc. Quebecor World UP/Graphics Inc. Quebecor World Vermont Inc. Quebecor World Warehousing Inc. Quebecor World Waukee Inc. Quebecor World Wessel Inc. QW Karl M. Harrop Company II QW Holyoke Lithograph Co., Inc. QW Memphis Corp. QW New York Corp. Shea Communications Company The Webb Company WCP-D, Inc. WCX, LLC WCY, LLC WCZ, LLC World Color Finance Inc. EUROPE AB Danagards Grafiska (49%) Aldebarran Quebecor S.A. BHR S.A. (50%) Cayfo y Asociados, AIE Cayfosa-Quebecor, S.A. Directo Plancha, S.A. DREC S.A. E2G S.A. Espacio y Punto, S.A. Grafic Negra, S.A. Graphic Brochage Quebecor S.A.S. Helio Car S.A. (50%) Helio Charleroi S.A. (50%) Hélio Corbeil Quebecor SNC Héliogravure Didier-Quebecor, S.A.S. Helprint Quebecor Oy Hunterprint Group Plc Immodos, S.A. Imprimerie Alsacienne Didier-Quebecor, S.A.S. Imprimerie Blois Quebecor, S.A.S. Imprimeries Didier-Quebecor, S.A.S. Schedule C-3

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Imprimeries Fecomme-Quebecor S.A.S. Imprimeries Quebecor Services G.I.E. Industria Grafica Altair-Quebecor, S.A. Inter-Brochage, S.A. Interprint Quebecor AB Inter-Routage S.A.S. Interval S.A.S. La Loupe Quebecor, S.A.S. Leval & Ventillard S.A. Oberndorfer Druckerei GmbH Printor Direct, S.A.S. Quebecor Ibérica, S.A. Quebecor Numeric, S.A.S. Quebecor World (UK) Holdings Plc Quebecor World a Islandi ehf Quebecor World Acquisition Co Limited Quebecor World Binding Limited Quebecor World Deutschland GmbH Quebecor World Europe S.A.S. Quebecor World European Holding, S.A. Quebecor World France S.A. Quebecor World News Binding Limited Quebecor World News Printing Limited Quebecor World Norden AB Quebecor World Plc Quebecor World Pre-Press Limited Quebecor World Printing Limited Quebecor World S.A. Quebecor World Scandinavia AB Quebecor World Specialty Limited Rotoalpha Quebecor, S.A. Rotocayfo-Quebecor, S.A. Routage Quebecor S.A.S. SCI Des Trois Tilleuls SCI Saint-Jacques Sörmlands Grafiska Quebecor AB TEJ Quebecor Printing Limited (40%) Torcy Quebecor, S.A. Tryckeri AB Smaland Quebecor Schedule C-4 CANADA 3721663 Canada Partnership Graphicor Transport Inc./Transport Graphicor Inc. Joncas Postexperts Inc. QPI Financial Services Quebecor Merrill Canada Inc. Quebecor World Graphica Inc. Quebecor World MIL Inc. Web Press Graphics Ltd. (50%)

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document MEXICO Gráficas Monte Alban S.A. de C.V. Grafserv S.A. de C.V. Quebecor World México D.F., S.A. de C.V. Quebecor World México Holding S.A. de C.V. Quebecor World Printpak de México S.A. de C.V. SOUTH AMERICA QP Investments Ltd. (BVI) QP (BVI) Ltd. Quebecor Printing (BVI) Holding Ltd. Quebecor Printing Chile Holding Limitada Quebecor World Encuadernacion Ltda. (50%) Quebecor Word Perú S.A. Quebecor World Bogotá S.A. Quebecor World Buenos Aires S.A. Quebecor World Chile S.A. (50%) Quebecor World Investment Ltd. Quebecor World Pilar S.A. Quebecor World Recife Ltda Quebecor World São Paulo S.A. QW (IBC) Ltd. QWLA Participacoes S/C Ltda. Schedule C-5 EXHIBIT A

Registration Rights Agreement This Registration Rights Agreement (this "Agreement") is made and entered into as of November 3, 2003, by and among Quebecor World Capital Corporation, a Delaware corporation (the "Company"), Quebecor World Inc., a corporation amalgamated under the laws of Canada (the "Guarantor"), and Banc of America Securities LLC and Citigroup Global Markets Inc. (each an "Initial Purchaser" and, collectively, the "Initial Purchasers"). Each of the Initial Purchasers has agreed to purchase the Company's Initial Notes (as defined below) pursuant to the Purchase Agreement (as defined below). This Agreement is made pursuant to the Purchase Agreement (as defined below). In order to induce the Initial Purchasers to purchase the Initial Notes, the Company and the Guarantor have agreed, for the benefit of each Initial Purchaser and for the benefit of the holders from time to time of the Notes (including each Initial Purchaser) to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(h) of the Purchase Agreement, and capitalized terms not defined herein are used as defined in the Purchase Agreement. The parties hereby agree as follows: SECTION 1. Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings: Advice: As defined in Section 6(c) hereof. Broker-Dealer: Any broker or dealer registered as such under the Exchange Act. Business Day: Any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Closing Date: The date of this Agreement. Commission: The United States Securities and Exchange Commission. Consummate: A registered Exchange Offer shall be deemed "Consummated" for purposes of this Agreement when (i) the Exchange Offer Registration Statement has been filed and declared effective by the Commission, (ii) such Registration Statement was kept continuously effective and the Exchange Offer was kept open for a period not less than the minimum period required pursuant to Section 3(b) hereof and (iii) the Company has delivered to the Registrar under the Indenture Exchange Notes in the same aggregate

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document principal amount as the aggregate principal amount of Initial Notes that were tendered by Holders thereof pursuant to the Exchange Offer. Controlling person: As defined in Section 8(a) hereof. Exhibit A-1 Effectiveness Target Date: As defined in Section 5 hereof. Exchange Act: The United States Securities Exchange Act of 1934, as amended. 7 1 Exchange Notes: The 4 /8% Senior Notes due 2008 and the 6 /8% Senior Notes due 2013, of the same series under the Indenture as the Initial Notes, including the Guarantees attached thereto, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement. Exchange Offer: The registration under the Securities Act of the Exchange Notes pursuant to a Registration Statement pursuant to which the Holders of all outstanding Transfer Restricted Securities are offered the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange Notes in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders. Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offer, including the related Prospectus. Holder: As defined in Section 2(b) hereof. Indemnified Holder: As defined in Section 8(a) hereof. Indenture: The Indenture, dated as of November 3, 2003, among the Company, the Guarantor and Citibank N.A., as trustee (the "Trustee"), pursuant to which the Notes are to be issued, as such Indenture is amended or supplemented from time to time in accordance with the terms thereof. 7 1 Initial Notes: The 4 /8% Senior Notes due 2008 and the 6 /8% Senior Notes due 2013, of the same series under the Indenture as the Exchange Notes, including the Guarantees attached thereto, for so long as such securities constitute Transfer Restricted Securities. Initial Placement: The issuance and sale by the Company of the Initial Notes to the Initial Purchasers pursuant to the Purchase Agreement. Interest Payment Date: As defined in the Indenture and the Notes. NASD: National Association of Securities Dealers, Inc. Notes: The Initial Notes and the Exchange Notes. Person: An individual, partnership, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof. Prospectus: The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus. Exhibit A-2 Purchase Agreement: The Purchase Agreement, dated as of October 29, 2003, among the Company, the Guarantor and the Initial Purchasers. Registration Default: As defined in Section 5 hereof. Registration Statement: Any registration statement of the Company and the Guarantor relating to (a) an offering of Exchange Notes pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein. Securities Act: The United States Securities Act of 1933, as amended. Shelf Filing Deadline: As defined in Section 4(a) hereof. Shelf Registration Statement: As defined in Section 4(a) hereof. Special Interest: As defined in Section 5 hereof. Transfer Restricted Securities: Each Initial Note, until the earliest to occur of (a) the date on which such Initial Note is exchanged in the Exchange Offer and entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Securities Act, (b) the date on which such Initial Note has been effectively registered under the Securities Act and disposed of in accordance with a Shelf Registration Statement and (c) the date on which such Initial Note is distributed to the public

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document pursuant to Rule 144 under the Securities Act or by a Broker-Dealer pursuant to the "Plan of Distribution" contemplated by the Exchange Offer Registration Statement (including delivery of the Prospectus contained therein). Trust Indenture Act: The United States Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa, et seq.) as in effect on the date of the Indenture. Underwritten Registration or Underwritten Offering: A registration in which securities of the Company are sold to an underwriter for reoffering to the public. SECTION 2. Securities Subject to this Agreement. (a) Transfer Restricted Securities. The securities entitled to the benefits of this Agreement are the Transfer Restricted Securities. (b) Holders of Transfer Restricted Securities. A Person is deemed to be a holder of Transfer Restricted Securities (each, a "Holder") whenever such Person owns Transfer Restricted Securities. SECTION 3. Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied Exhibit A-3 with), the Company and the Guarantor shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date (or if such 90th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Notes and the Exchange Offer, (ii) use their best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 150 days after the Closing Date (or if such 150th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of (i) the offers of the Exchange Notes in exchange for the Transfer Restricted Securities and (ii) the resales of Exchange Notes held by Broker-Dealers as contemplated by Section 3(c) below. (b) The Company and the Guarantor shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 30 days after the date notice of the Exchange Offer is mailed to the Holders. The Company and the Guarantor shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantor shall use their best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 180 days after the Closing Date (or if such 180th day is not a Business Day, the next succeeding Business Day). (c) The Company and the Guarantor shall indicate in a "Plan of Distribution" section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Notes that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer except to the extent required by the Commission as a result of a change in policy after the date of this Agreement. Exhibit A-4 The Company and the Guarantor shall use their best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) below to the extent necessary to ensure that it is

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document available for resales of Exchange Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company and the Guarantor shall provide sufficient copies of the latest version of such Prospectus to Broker-Dealers promptly upon request at any time during such 180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales. SECTION 4. Shelf Registration (a) Shelf Registration. If (i) the Company and the Guarantor are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), (ii) for any reason the Exchange Offer is not Consummated within 180 days after the Closing Date (or if such 180th day is not a Business Day, the next succeeding Business Day), or (iii) with respect to any Holder of Transfer Restricted Securities, such Holder notifies the Company prior to 20th day following the Consummation of the Exchange Offer that (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, or (B) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (C) such Holder is a Broker-Dealer and holds Initial Notes acquired directly from the Company or one of its affiliates, then, upon such Holder's request, the Company and the Guarantor shall: (x) cause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the "Shelf Registration Statement") as soon as practicable but in any event on or prior to 90 days after the date on which the filing obligation arises (or if such 90th day is not a Business Day, the next succeeding Business Day) (such date being the "Shelf Filing Deadline"), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof; and (y) use their best efforts to cause such Shelf Registration Statement to be declared effective by the Commission on or before the 150th day after date on which the filing obligation arises (or if such 150th day is not a Business Day, the next succeeding Business Day). Exhibit A-5 The Company and the Guarantor shall use their best efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of Notes by the Holders of Transfer Restricted Securities entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years following the Closing Date (or shorter period that will terminate when all the Notes covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement). (b) Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 20 business days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading. SECTION 5. Special Interest. If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the "Effectiveness Target Date"), (iii) the Exchange Offer has not been Consummated within 30 days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately by a post- effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, unless a Shelf Registration Statement or its related Prospectus ceases to be effective or usable solely as a result of the occurrence of a material

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document event with respect to the Company and/or the Guarantor that would be required by law to be described in such Shelf Registration Statement or the related Prospectus, provided that the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement or the related Prospectus to describe such event, (each such event referred to in clauses (i) through (iv), a "Registration Default"), the Company and the Guarantor hereby agree that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by an additional 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increase exceed 1.00% per annum. Such additional interest to be paid pursuant to a Registration Default is referred to herein as "Special Interest." Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a Exhibit A-6 different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All Special Interest accrued pursuant to this Section 5 shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. All obligations of the Company and the Guarantor set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Note shall have been satisfied in full. SECTION 6. Registration Procedures (a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor shall comply with all of the provisions of Section 6(c) below, shall use their best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company there is a question as to whether the Exchange Offer is permitted by applicable law, the Company and the Guarantor hereby agree to diligently pursue a favorable decision from the Commission allowing the Company and the Guarantor to Consummate an Exchange Offer for such Initial Notes. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation thereof, a written representation to the Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Guarantor, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company's and the Guarantor's preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration Exhibit A-7 statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired by such Holder directly from the Company. (b) Shelf Registration Statement. In connection with the Shelf Registration Statement, the Company and the Guarantor shall comply with all the provisions of Section 6(c) below and shall use their best efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and pursuant thereto the Company and the Guarantor will, in accordance with the time limitations set forth in Section 4 of this Agreement, prepare

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Securities Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof. (c) General Provisions. In connection with any Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the related Prospectus required to permit resales of Notes by Broker-Dealers), the Company and the Guarantor shall: (i) use their best efforts to keep such Registration Statement continuously effective and provide all requisite financial statements (including, if required by the Securities Act or any regulation thereunder, financial statements of the Guarantor for the period specified in Section 3 or 4 of this Agreement, as applicable; upon the occurrence of any event that would cause (A) any such Registration Statement to contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (B) the Prospectus contained in the Registration Statement to contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (C) any such Registration Statement or the Prospectus contained therein not to be effective or usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Company and the Guarantor shall file promptly an appropriate amendment to such Registration Statement, in the case of clause (A), correcting any such misstatement or omission, and, in the case of either clause (A), (B) or (C), use their best efforts to cause such amendment to be declared effective and such Registration Statement and the related Prospectus to become usable for their intended purpose(s) as soon as practicable thereafter; (ii) prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement as may be necessary to keep the Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as applicable, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all Exhibit A-8 securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus; (iii) advise the underwriter(s), if any, and selling Holders promptly and, if requested by such Persons, to confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to any Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in (1) the Registration Statement in order to correct an omission of a material fact necessary to make the statements therein not misleading, or (2) the Prospectus in order to correct an omission of a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or Blue Sky laws, the Company and the Guarantor shall use their reasonable best efforts to obtain the withdrawal or lifting of such order at the earliest possible time; (iv) furnish without charge to each of the Initial Purchasers, each selling Holder named in any Registration Statement, and each of the underwriter(s), if any, before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus (including

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document all documents incorporated by reference after the initial filing of such Registration Statement), which documents will be subject to the review of such Holders and underwriter(s) in connection with such sale, if any, for a period of at least five business days, and the Company and any Guarantor will not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement or Prospectus (including all such documents incorporated by reference) to which an Initial Purchaser of Transfer Restricted Securities covered by such Registration Statement or the underwriter(s), if any, shall reasonably object in writing within five business days after the receipt thereof (such objection to be deemed timely made upon confirmation of telecopy transmission within such period). (v) promptly prior to the filing of any document that is to be incorporated by reference into a Registration Statement or Prospectus, provide copies of such document to the Initial Purchasers, each selling Holder named in any Registration Statement, and to Exhibit A-9 the underwriter(s), if any, make the representatives of the Company and the Guarantor available for discussion of such document and other customary due diligence matters, and include such information in such document prior to the filing thereof as such selling Holders or underwriter(s), if any, reasonably may request; (vi) make available at reasonable times for inspection by the Initial Purchasers, any managing underwriter participating in any disposition pursuant to such Registration Statement and any attorney or accountant retained by such Initial Purchasers or any of the underwriter(s), all financial and other records, pertinent corporate documents and properties of the Company and the Guarantor as is customary for similar due diligence examinations and cause the Company's and the Guarantor's officers, directors and employees to supply all information reasonably requested by any such Holder, underwriter, attorney or accountant in connection with such Registration Statement subsequent to the filing thereof and prior to its effectiveness; provided that all information and documents supplied by the Company shall be kept confidential by the receiving parties unless disclosure is required by law or regulation, or by any regulatory authority, stock exchange, court or administrative order; (vii) if requested by any selling Holders or the underwriter(s), if any, promptly incorporate in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holders and underwriter(s), if any, may reasonably request to have included therein, including, without limitation, information relating to the "Plan of Distribution" of the Transfer Restricted Securities, information with respect to the principal amount of Transfer Restricted Securities being sold to such underwriter(s), the purchase price being paid therefor and any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment; (viii) cause the Transfer Restricted Securities covered by the Registration Statement to be rated with the appropriate rating agencies, if so requested by the Holders of a majority in aggregate principal amount of Notes covered thereby or the underwriter(s), if any; (ix) furnish to each selling Holder and each of the underwriter(s), if any, without charge, at least one copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto, including financial statements and schedules, all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference); (x) deliver to each selling Holder and each of the underwriter(s), if any, without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; the Company and the Guarantor hereby consent, subject to the provisions of this Agreement, to the use of the Prospectus and any amendment or supplement thereto by each of the selling Holders and each of the underwriter(s), if any, in connection with the offering and Exhibit A-10 the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto; (xi) enter into such agreements (including an underwriting agreement) and make such representations and warranties in form, substance and scope as are customarily made by issuers to underwriters, and take all such other actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to any Registration Statement contemplated by this Agreement, all to such extent as may be reasonably requested by any Initial Purchaser or by

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document any Holder of Transfer Restricted Securities or underwriter in connection with any sale or resale pursuant to any Registration Statement contemplated by this Agreement; and whether or not an underwriting agreement is entered into and whether or not the registration is an Underwritten Registration, the Company and the Guarantor shall: (A) furnish to each Initial Purchaser, each selling Holder and each underwriter, if any, in such substance and scope as they may request and as are customarily made by issuers to underwriters in primary underwritten offerings, upon the date of the Consummation of the Exchange Offer and, if applicable, the effectiveness of the Shelf Registration Statement: (1) a certificate, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, signed by (y) the President or any Vice President and (z) a principal financial or accounting officer of each of the Company and the Guarantor, confirming, as of the date thereof, the matters set forth in paragraphs (i), (ii) and (iii) of Section 5 (e) of the Purchase Agreement and such other matters as such parties may reasonably request; (2) opinions, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, of Canadian and United States counsel for the Company and the Guarantor, covering the matters set forth in paragraphs (c) and (d) of Section 5 of the Purchase Agreement and such other matters as such parties may reasonably request, and in any event including a statement to the effect that such counsel has participated in conferences with officers and other representatives of the Company and the Guarantor, representatives of the independent public accountants for the Company and the Guarantor, the Initial Purchasers' representatives and the Initial Purchasers' counsel in connection with the preparation of such Registration Statement and the related Prospectus and have considered the matters required to be stated therein and the statements contained therein, although such counsel has not independently verified the accuracy, completeness or fairness of such statements; and that such counsel advises that, on the basis of the foregoing (relying as to materiality to a large extent upon facts provided to such counsel by officers and other representatives of the Company and the Guarantor and without Exhibit A-11 independent check or verification), no facts came to such counsel's attention that caused such counsel to believe that the applicable Registration Statement, at the time such Registration Statement or any post- effective amendment thereto became effective, and, in the case of the Exchange Offer Registration Statement, as of the date of Consummation, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus contained in such Registration Statement as of its date and, in the case of the opinion dated the date of Consummation of the Exchange Offer, as of the date of Consummation, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Without limiting the foregoing, such counsel may state further that such counsel assumes no responsibility for, and has not independently verified, the accuracy, completeness or fairness of the financial statements, notes and schedules and other financial data included in any Registration Statement contemplated by this Agreement or the related Prospectus; and (3) a customary comfort letter, dated as of the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, from the Company's and Guarantor's independent accountants, in the customary form and covering matters of the type customarily covered in comfort letters to underwriters in connection with primary underwritten offerings, and affirming the matters set forth in the comfort letters delivered pursuant to Section 5(a) of the Purchase Agreement, without exception; (B) set forth in full or incorporate by reference in the underwriting agreement, if any, the indemnification provisions and procedures of Section 8 hereof with respect to all parties to be indemnified pursuant to said Section; and

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (C) deliver such other documents and certificates as may be reasonably requested by such parties to evidence compliance with clause (A) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company or the Guarantor pursuant to this clause (xi), if any. If at any time the representations and warranties of the Company and the Guarantor contemplated in clause (A)(1) above cease to be true and correct, the Company or the Guarantor shall so advise the Initial Purchasers and the underwriter(s), if any, and each selling Holder promptly and, if requested by such Persons, shall confirm such advice in writing; (xii) prior to any public offering of Transfer Restricted Securities, cooperate with the selling Holders, the underwriter(s), if any, and their respective counsel in Exhibit A-12 connection with the registration and qualification of the Transfer Restricted Securities under the securities or Blue Sky laws of such jurisdictions in the United States as the selling Holders or underwriter(s) may request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Registration Statement; provided, however, that neither the Company nor any Guarantor shall be required to register or qualify as a foreign corporation where it is not then so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not then so subject; (xiii) shall issue, upon the request of any Holder of Initial Notes covered by the Shelf Registration Statement, or if the Exchange Offer is to be consummated, Exchange Notes, having an aggregate principal amount equal to the aggregate principal amount of Initial Notes surrendered to the Company by such Holder in exchange therefor or being sold by such Holder; such Exchange Notes to be registered in the name of such Holder or in the name of the purchaser(s) of such Notes, as the case may be; in return, the Initial Notes held by such Holder shall be surrendered to the Company for cancellation; (xiv) cooperate with the selling Holders and the underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and enable such Transfer Restricted Securities to be in such denominations and registered in such names as the Holders or the underwriter(s), if any, may request at least two business days prior to any sale of Transfer Restricted Securities made by such underwriter(s); (xv) if any fact or event contemplated by clause (c)(iii)(D) above shall exist or have occurred, prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (xvi) provide a CUSIP number for all Transfer Restricted Securities not later than the effective date of the Registration Statement and provide the Trustee under the Indenture with printed certificates for the Transfer Restricted Securities which are in a form eligible for deposit with the Depository Trust Company; (xvii) cooperate and assist in any filings required to be made with the NASD and in the performance of any due diligence investigation by any underwriter (including any "qualified independent underwriter") that is required to be retained in accordance with the rules and regulations of the NASD, and use their reasonable best efforts to cause such Registration Statement to be approved by such governmental agencies or authorities as may be necessary to enable the Holders selling Transfer Restricted Securities to consummate the disposition of such Transfer Restricted Securities; Exhibit A-13 (xviii) otherwise use their best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders a consolidated earnings statement of the Company meeting the requirements of Rule 158 (which need not be audited) for the twelve-month period, no later than 45 days, or 90 days in the case that such period is a fiscal year, (A) commencing at the end of any fiscal quarter in which Transfer Restricted Securities are sold to underwriters in a firm or best efforts Underwritten Offering or (B) if not sold to underwriters in such an offering, beginning with the first month of the Company's first fiscal quarter commencing after the effective date of the Registration Statement; (xix) cause the Indenture to be qualified under the Trust Indenture Act not later than the effective date of the first Registration Statement required by this Agreement, and, in connection therewith, cooperate with the Trustee and the Holders of Notes to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document the terms of the Trust Indenture Act; and to execute and use their best efforts to cause the Trustee to execute, all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner; (xx) cause all Transfer Restricted Securities covered by the Registration Statement to be listed on each securities exchange on which similar securities issued by the Company are then listed if requested by the Holders of a majority in aggregate principal amount of Initial Notes or the managing underwriter(s), if any; (xxi) provide promptly to each Holder upon request each document filed with the Commission pursuant to the requirements of Section 13 and Section 15 of the Exchange Act; (xxii) prior to the commencement of the Exchange Offer, apply for and receive an order under subsection 82(3) of the Canada Business Corporations Act exempting the Indenture from the applicable provisions of that act. Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xv) hereof, or until it is advised in writing (the "Advice") by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. If so directed by the Company, each Holder will deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof to and including the date when each selling Holder covered by such Registration Statement shall Exhibit A-14 have received the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xv) hereof or shall have received the Advice; however, no such extension shall be taken into account in determining whether Special Interest is due pursuant to Section 5 hereof or the amount of such Special Interest, it being agreed that the Company's option to suspend use of a Registration Statement pursuant to this paragraph shall be treated as a Registration Default for purposes of Section 5. SECTION 7. Registration Expenses. (a) All expenses incident to the Company's or the Guarantor's performance of or compliance with this Agreement will be borne by the Company or the Guarantor, regardless of whether a Registration Statement becomes effective, including without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the NASD (and, if applicable, the fees and expenses of any "qualified independent underwriter" and its counsel that may be required by the rules and regulations of the NASD)); (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities laws; (iii) all expenses of printing (including printing certificates for the Exchange Notes to be issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company, the Guarantor and, subject to Section 7(b) below, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Notes on a national securities exchange or automated quotation system pursuant to the requirements thereof; and (vi) all fees and disbursements of independent certified public accountants of the Company and the Guarantor (including the expenses of any special audit and comfort letters required by or incident to such performance). The Company and the Guarantor will, in any event, bear their internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company or the Guarantor. (b) In connection with any Registration Statement required by this Agreement (including, without limitation, the Exchange Offer Registration Statement and the Shelf Registration Statement), the Company and the Guarantor, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the "Plan of Distribution" contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Shearman & Sterling LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared. SECTION 8. Indemnification.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (a) The Company agrees and the Guarantor, jointly and severally, agree to indemnify and hold harmless (i) each Holder and (ii) each Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the Exhibit A-15 persons referred to in this clause (ii) being hereinafter referred to as a "controlling person") and (iii) the respective officers, directors, partners, employees, representatives and agents of any Holder or any controlling person (any person referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an "Indemnified Holder"), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, judgments, actions and expenses (including without limitation and as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing, settling, compromising, paying or defending any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses of counsel to any Indemnified Holder), joint or several, directly or indirectly caused by, related to, based upon, arising out of or in connection with (A) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment or supplement thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (B) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except (i) insofar as such losses, claims, damages, liabilities or expenses are caused by an untrue statement or omission or alleged untrue statement or omission that is made in reliance upon and in conformity with information relating to any of the Holders furnished in writing to the Company by any of the Holders expressly for use therein and (ii) the Company and the Guarantor shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of or is based upon the use of a Registration Statement after (x) a stop order has been issued by the Commission in respect of a Registration Statement or any proceedings for such purposes have been initiated or (y) a Registration Statement has been suspended, so long as in the case of (x) and (y), the Holders shall have received prior notice of such action from the Company in accordance with this Agreement. This indemnity agreement shall be in addition to any liability which the Company and the Guarantor may otherwise have. In case any action or proceeding (including any governmental or regulatory investigation or proceeding) shall be brought or asserted against any of the Indemnified Holders with respect to which indemnity may be sought against the Company or the Guarantor, such Indemnified Holder (or the Indemnified Holder controlled by such controlling person) shall promptly notify the Company and the Guarantor in writing (provided, that the failure to give such notice shall not relieve the Company or the Guarantor of their respective obligations pursuant to this Agreement). Such Indemnified Holder shall have the right to employ its own counsel in any such action and the fees and expenses of such counsel shall be paid, as incurred, by the Company and the Guarantor (regardless of whether it is ultimately determined that an Indemnified Holder is not entitled to indemnification hereunder). The Company and the Guarantor shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for such Indemnified Holders, which firm shall be designated by the Holders. The Company and the Guarantor shall be liable for any settlement of any such action or proceeding effected with the Company's and the Guarantor's prior written consent, which consent shall not be withheld unreasonably, and each of the Company and the Guarantor agrees to indemnify and hold harmless any Indemnified Holder Exhibit A-16 from and against any loss, claim, damage, liability or expense by reason of any settlement of any action effected with the written consent of the Company. The Company and the Guarantor shall not, without the prior written consent of each Indemnified Holder, settle or compromise or consent to the entry of judgment in or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not any Indemnified Holder is a party thereto), unless such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Holder from all liability arising out of such action, claim, litigation or proceeding. (b) Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to indemnify and hold harmless the Company and the Guarantor and their respective directors, officers of the Company who sign a Registration Statement, and any person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, the Guarantor and the respective officers, directors, partners, employees, representatives and agents of each such person, to the same extent as the foregoing indemnity from the Company and the Guarantor to each of the Indemnified Holders, but only with respect to claims and actions based

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document on information furnished in writing by such Holder expressly for use in any Registration Statement. In case any action or proceeding shall be brought against the Company, the Guarantor or their directors or officers or any such controlling person in respect of which indemnity may be sought against a Holder of Transfer Restricted Securities, such Holder shall have the rights and duties given to the Company and/or the Guarantor pursuant to this Agreement, as applicable, and the Company, the Guarantor or their directors or officers or such controlling person shall have the rights and duties given to each Holder by the preceding paragraph. (c) If the indemnification provided for in this Section 8 is unavailable to an indemnified party under Section 8(a) or Section 8(b) hereof (other than by reason of exceptions provided in those Sections) in respect of any losses, claims, damages, liabilities, judgments, actions or expenses referred to therein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantor, on the one hand, and the Holders, on the other hand, from the Initial Placement (which in the case of the Company and the Guarantor shall be deemed to be equal to the total gross proceeds from the Initial Placement as set forth on the cover page of the Offering Memorandum), the amount of Special Interest which did not become payable as a result of the filing of the Registration Statement resulting in such losses, claims, damages, liabilities, judgments actions or expenses, and such Registration Statement, or if such allocation is not permitted by applicable law, the relative fault of the Company and the Guarantor on the one hand, and of the Indemnified Holder, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Indemnified Holder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Indemnified Holder and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a Exhibit A-17 party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in the second paragraph of Section 8(a), any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. The Company, the Guarantor and each Holder of Transfer Restricted Securities agree that it would not be just and equitable if contribution pursuant to this Section 8(c) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, none of the Holders (nor any of their related Indemnified Holders) shall be required to contribute, in the aggregate, any amount in excess of the amount by which the total discount received by such Holder with respect to the Initial Notes exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders' obligations to contribute pursuant to this Section 8(c) are several in proportion to the respective principal amount of Initial Notes held by each of the Holders hereunder and not joint. SECTION 9. Rule 144A. The Company and the Guarantor each hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A. SECTION 10. Participation in Underwritten Registrations. No Holder may participate in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder's Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document SECTION 11. Selection of Underwriters. The Holders of Transfer Restricted Securities covered by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering. In any such Underwritten Offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering; provided, that such investment bankers and managers must be reasonably satisfactory to the Company. Exhibit A-18 SECTION 12. Miscellaneous. (a) Remedies. The Company and the Guarantor each hereby agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agree to waive the defense in any action for specific performance that a remedy at law would be adequate. (b) No Inconsistent Agreements. The Company will not, and will cause the Guarantor not to, on or after the date of this Agreement enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. Neither the Company nor any Guarantor has entered into any agreement granting any registration rights with respect to its securities to any Person. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company's securities under any agreement in effect on the date hereof. (c) Adjustments Affecting the Notes. The Company and the Guarantor will not take any action, or permit any change to occur, with respect to the Notes that would materially and adversely affect the ability of the Holders to Consummate any Exchange Offer. (d) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given unless the Company has obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities. Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose securities are being tendered pursuant to the Exchange Offer and that does not affect directly or indirectly the rights of other Holders whose securities are not being tendered pursuant to such Exchange Offer may be given by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities being tendered or registered; provided that, with respect to any matter that directly or indirectly adversely affects the rights of any Initial Purchaser hereunder, the Company shall obtain the written consent of each such Initial Purchaser with respect to which such amendment, qualification, supplement, waiver, consent or departure is to be effective. (e) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand- delivery, first-class mail (registered or certified, return receipt requested), facsimile, or air courier guaranteeing overnight delivery: (i) if to a Holder, at the address set forth on the records of the Registrar under the Indenture unless a more current address has been provided to the Company by such Holder, with a copy to the Registrar under the Indenture; (ii) if to the Company and the Guarantor: Quebecor World Inc. 612 Saint Jacques Street, 4th Floor Montreal, Quebec H3C 4M8 Canada Exhibit A-19 Facsimile: (514) 964-9624 Attention: General Counsel With a copy to: Arnold & Porter 399 Park Avenue New York, New York 10022-4690 Facsimile: (212) 715-1399 Attention: Christine D. Rogers, Esq. (iii) if to the Initial Purchasers: Banc of America Securities LLC 9 West 57th Street, Floor 2M New York, New York

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 10019 USA Facsimile: (212) 847-5184 Attention: High Grade Capital Markets Transaction Management With a copy to: Shearman & Sterling LLP 199 Bay Street, Commerce Court West Suite 4405, P.O. Box 247 Toronto, Ontario M5L 1E8 Facsimile: (416) 360-2958 Attention: Christopher J. Cummings, Esq. All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five business days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and on the next business day, if timely delivered to an air courier guaranteeing overnight delivery. Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indenture. (f) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including without limitation and without the need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided, however, that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted Securities from such Holder. (g) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be Exhibit A-20 deemed to be an original and all of which taken together shall constitute one and the same agreement. (h) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. (j) Consent to Jurisdiction. The Company and the Guarantor agree that any legal suit, action or proceeding, arising out of or based upon this Agreement or the transactions contemplated hereby ("Related Proceedings") may be instituted in the federal courts of the United States of America located in the City and County of New York or the courts of the State of New York in each case located in the City and County of New York (collectively, the "Specified Courts"), and each party irrevocably submits to the non-exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a "Related Judgment"), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. The Company and the Guarantor irrevocably appoint CT Corporation System, as its agent to receive service of process or other legal summons for the purposes of any such suit, action or proceeding that may be instituted in any state or federal court in the City and County of New York. Service of any process, summons, notice or document upon such agent, and written notice of said service by mail to such party's address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive, to the fullest extent permitted by applicable law, any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree, to the fullest extent permitted by applicable law, not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum. (k) Waiver of Immunity. With respect to any Related Proceeding, each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any Related Judgment, each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended. (l) Judgment Currency. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than U.S. dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document exchange to be used shall be the rate at which in accordance with normal banking procedures the indemnified party could purchase U.S. dollars with such other currency in The City of New York on the business day preceding that on which final judgment is given. The obligations of the Company and the Guarantor in respect of any sum due from it to any indemnified party shall, notwithstanding any judgment in any currency other than U.S. dollars, not be discharged until Exhibit A-21 the first business day, following receipt by such indemnified party of any sum adjudged to be so due in such other currency, on which (and only to the extent that) such indemnified party may in accordance with normal banking procedures purchase U.S. dollars with such other currency; if the U.S. dollars so purchased are less than the sum originally due to such indemnified party hereunder, the Company and the Guarantor agree, as a separate obligation and notwithstanding any such judgment, to indemnify such indemnified party against such loss. If the U.S. dollars so purchased are greater than the sum originally due to such indemnified party hereunder, such indemnified party agrees to pay the Company and the Guarantor (but without duplication) an amount equal to the excess of the dollars so purchased over the sum originally due to such indemnified party hereunder. (m) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby. (n) Entire Agreement. This Agreement together with the Purchase Agreement, the Notes and the Indenture is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Company with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. Exhibit A-22 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

QUEBECOR WORLD CAPITAL CORPORATION

Name: Claude Hélie By: Title: Executive Vice President

QUEBECOR WORLD INC.

Name: Claude Hélie By: Title: Executive Vice President and Chief Financial Officer

Name: Denis Aubin By: Title: Senior Vice President, Corporate Finance and Treasury Exhibit A-23 The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written: CITIGROUP GLOBAL MARKETS INC. BANC OF AMERICA SECURITIES LLC RBC DOMINION SECURITIES CORPORATION ABN AMRO INCORPORATED BNP PARIBAS SECURITIES CORP. SCOTIA CAPITAL (USA) INC.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TD SECURITIES (USA) INC. HARRIS NESBITT CORP. WACHOVIA CAPITAL MARKETS, LLC CIBC WORLD MARKETS CORP. PUTNAM LOVELL NBF SECURITIES INC. BARCLAYS CAPITAL INC. FLEET SECURITIES, INC. TOKYO-MITSUBISHI INTERNATIONAL PLC

By: Banc of America Securities LLC

By: Name: Lily Chang Title: Principal

By: Citigroup Global Markets Inc.

By: Name: Chanda Carr Title: Vice President

For themselves and the several Initial Purchasers Exhibit A-24

EXHIBIT B

Form of Opinion of Canadian Counsel for the Issuer and the Company Montréal, November 3, 2003 Citigroup Global Markets Inc. Banc of America Securities LLC RBC Dominion Securities Corporation ABN AMRO Incorporated BNP Paribas Securities Corp. Scotia Capital (USA) Inc. TD Securities (USA) Inc. Harris Nesbitt Corp. Wachovia Capital Markets, LLC CIBC World Markets Corp. Putnam Lovell NBF Securities Inc. Barclays Capital Inc. Fleet Securities, Inc. Tokyo-Mitsubishi International plc (collectively, the "Initial Purchasers") c/o Banc of America Securities LLC 9 West 57th Street, 6th Floor New York, N.Y. 10019 Ladies and Gentlemen:

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 7 1 Quebecor World Capital Corporation — US$200,000,000 4 /8% Senior Notes due 2008, US$400,000,000 6 /8% RE: Senior Notes due 2013, Fully and Unconditionally Guaranteed by Quebecor World Inc. We have acted as Canadian counsel to Quebecor World Capital Corporation (the "Issuer") and to Quebecor World Inc. (the "Company") in connection with the Purchase Agreement dated October 29, 2003 (the "Purchase Agreement") among the Issuer, the Company and the Initial Purchasers related to the issue and sale by the Issuer to the Initial Purchasers of US$200,000,000 aggregate 7 1 principal amount of its 4 /8% Senior Notes due 2008 and US$400,000,000 aggregate principal amount of its 6 /8% Senior Notes due 2013 (the "Notes") fully and unconditionally guaranteed by the Company (the "Guarantees", and together with the Notes, the "Securities") issued pursuant to the Indenture dated November 3, 2003 (the "Indenture") among the Issuer, the Company and Citibank, N.A., as trustee. This opinion is being furnished to you pursuant to Section 5(c) of the Purchase Agreement. Capitalized terms used and not otherwise defined herein shall have the same meanings set forth in the Purchase Agreement. Exhibit B-1 In connection with this opinion, we have examined various documents including the following: (a) the Preliminary Offering Memorandum;

(b) the Offering Memorandum;

(c) an executed copy of the Indenture;

(d) an executed copy of the Purchase Agreement;

(e) an executed copy of the Registration Rights Agreement;

(f) specimens of the global notes representing the Notes; and

(g) the Guarantees.

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Issuer and the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Issuer, the Company and others, and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinions set forth herein. As to any facts material to the opinions expressed herein which we did not independently establish or verify, we have relied upon certificates of officers and other representatives of the Issuer and the Company, copies of which have been provided to you. In our examination of such documents and information, we have assumed: 1. the genuineness of all signatures, the legal capacity of all individuals, the authenticity and completeness of all documents and instruments submitted to us as originals, the conformity to originals of all documents submitted to us as facsimiles or copies, certified or otherwise thereof and the authenticity of the originals of such facsimiles or copies; and

2. the accuracy and completeness of the minute books and other corporate records of the Issuer and the Company and of any other records, certificates or documents examined by us, as well as the accuracy and correctness of all facts set forth or reflected therein.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The references herein to our "knowledge" or "belief" refer to the actual current conscious awareness of the existence or absence of facts and other information by those lawyers in our firm who have participated in the representation of the Issuer and the Company. However, except to the extent expressly set forth herein and for due diligence reviews customarily undertaken by Canadian counsel in transactions similar to those contemplated by the Offering Memorandum, we have not undertaken any special or independent investigation to determine the existence or absence of such facts or circumstances and no inferences as to our knowledge of the existence of such facts or circumstances should be drawn merely from our representation of the Issuer and the Company. Exhibit B-2 We are qualified to practice law only in the provinces of Québec, Ontario and British Columbia and, consequently, we do not purport to express any opinion herein concerning laws other than the laws of the provinces of Québec, Ontario and British Columbia and the federal laws of Canada applicable therein. Based upon the foregoing but subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that: (a) In reliance upon the Certificate of Compliance issued by the Deputy Director under the CBCA as of October 31, 2003, the Company has been duly incorporated under the CBCA, is not discontinued and has not been dissolved. The Company has sent to the Director under the CBCA the required annual returns and has paid all fees required under the CBCA. (b) The Company has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum in all jurisdictions in which it presently carries on its business or leases or owns property or assets and to enter into and perform its obligations under the Purchase Agreement, the Registration Rights Agreement, the Indenture and the Securities. (c) The Company is duly qualified or registered as a foreign or extra-provincial corporation to transact business in Québec, Ontario and British Columbia and is in good standing in each such jurisdiction. (d) The Purchase Agreement has been duly authorized, executed and delivered by the Company. (e) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company. (f) The Indenture has been duly authorized, executed and delivered by the Company. (g) The Guarantees attached to the Notes have been duly authorized and executed by the Company for issuance and sale pursuant to the Purchase Agreement and the Indenture and, assuming the Notes and Guarantees attached thereto have been duly authenticated pursuant to the Indenture, the Guarantees attached to the Notes have been duly issued and delivered by the Company. (h) The Guarantees attached to the Exchange Securities have been duly authorized for issuance by the Company. (i) No registration, filing or recording of the Indenture under the laws of the Province of Québec or the federal laws of Canada, or order for exemption from the provisions thereof, is necessary in order to preserve or protect the validity or enforceability of the Indenture or the Guarantees attached to the Notes issued thereunder. (j) The documents incorporated by reference into the Offering Memorandum (other than the financial statements and supporting schedules therein, as to which we express no opinion), when they were filed with the CVMQ through the System for Electronic Document Exhibit B-3 Analysis and Retrieval, complied as to form in all material respects with the requirements of the securities laws of the Province of Québec. (k) The statements in the Offering Memorandum under the captions "Enforcement of Civil Liabilities," "Risk Factors — Risks Relating to the Notes — Canadian bankruptcy and insolvency laws may impair the trustee's ability to enforce remedies under the guarantees.", "Risk Factors — Risks Relating to the Notes — U.S. investors in the notes may have difficulties enforcing certain civil liabilities." and "Description of the Notes — Enforceability of Judgments", insofar as such statements constitute matters of Canadian federal, Québec, Ontario or British Columbia law, summaries of legal matters under such laws, documents or legal proceedings under such laws, or legal conclusions under such laws, have been reviewed by us and fairly present and summarize, in all material respects, the matters referred to therein. (l) No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company's execution, delivery and performance of the Purchase Agreement, the Registration Rights Agreement, or the Indenture, or the issuance and delivery of the Guarantees, or consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum, except such as may be required by Canadian securities laws with respect to the Company's obligations under the Registration Rights Agreement, except for the receipt by the Company of an exemption

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document order under subsection 82(3) of the Act in connection with the distribution of the Exchange Securities, and except for filings, registrations and recordings which have been made. (m) The execution and delivery of the Purchase Agreement, the Registration Rights Agreement, the Guarantees attached to the Notes and the Indenture by the Company and the performance by the Company of its obligations thereunder (other than performance by the Company of its obligations under the indemnification section of the Purchase Agreement, as to which no opinion is rendered) will not result in any violation of the provisions of the charter or by-laws of the Company, will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the amended and restated credit agreement dated as of April 24, 2002 among the Company, Quebecor World (USA) Inc. and Quebecor World Capital GP, as borrowers, the banks and financial institutions named therein, as lenders, Royal Bank of Canada, as administrative agent, and the other agents and arrangers as therein defined, with Quebecor Printing Holding Company, as intervenant (the "Credit Agreement"), or, to our knowledge, will not result in any violation of any law, administrative regulation or administrative or court decree in Canada applicable to the Company. (n) The execution and delivery of the Purchase Agreement, the Registration Rights Agreement, the Notes and the Indenture by the Issuer and the performance by the Issuer of its obligations thereunder (other than performance by the Issuer of its obligations under the indemnification section of the Purchase Agreement, as to which no opinion is rendered) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the Credit Agreement or, to our knowledge, will not result in Exhibit B-4 any violation of any law, administrative regulation or administrative or court decree in Canada applicable to the Company. (o) To our knowledge, the Company is not in violation of its charter or by-laws or any law, administrative regulation or administrative or court decree in Canada applicable to the Company or in default in the performance or observance of any obligation, agreement, covenant or condition contained in the Credit Agreement, except in each such case for such violations or defaults as would not, individually or in the aggregate, result in a Material Adverse Change. (p) Except in respect of section 12 of the Securities Act (Québec) for which the Company has received an exemption, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers pursuant to, or in connection with the initial resale of such Securities by the Initial Purchasers to each Subsequent Purchaser in the United States as contemplated in the Purchase Agreement and the Offering Memorandum to qualify, by prospectus or otherwise, the distribution of the Securities under Canadian securities laws. (q) To our knowledge, there are no pending or threatened legal or governmental proceedings by or before any court or judicial or administrative board or tribunal or any governmental body in Canada to which the Company is a party that are not described or referred to in or incorporated by reference into the Offering Memorandum, except in each case for such proceedings that, if subject of an unfavorable decision, ruling or finding, would not, singly or in the aggregate, result in a Material Adverse Change. (r) There are no capital, stamp, withholding or other issuance taxes or duties imposed by the Canadian government or any political subdivision or taxing authority thereof or therein payable by or on behalf of the Initial Purchasers in the Province of Québec in connection with (i) the issuance of the Securities, (ii) the sale and delivery of the Securities to the Initial Purchasers or (iii) the consummation of any other transactions contemplated under the Purchase Agreement. (s) If the Purchase Agreement, the Registration Rights Agreement, the Securities or the Indenture are sought to be enforced in Québec in accordance with the laws applicable thereto as chosen by the parties to such agreements and securities, namely New York law, a Québec Court would recognize the choice of New York law, and, upon appropriate evidence as to such law being adduced, apply such law, provided that (i) in matters of procedure, the laws of Québec will be applied, (ii) those rules of law in force in Québec which are applicable by reason of their particular object will be applied, and (iii) the provisions of the laws of the State of New York will not be applied if the application would be inconsistent with public order, as understood in international relations. A Québec Court will retain discretion to decline to hear such action if it is contrary to public order for it to do so, or if it is not the proper forum to hear such an action, or if concurrent proceedings are being brought elsewhere. In such counsel's opinion, there are no reasons under current law for avoiding enforcement of the Indenture, this Agreement, the Registration Rights Agreement or the Securities under the laws of Québec or the laws of Canada applicable therein based on public order. (t) The laws of the Province of Québec and the laws of Canada applicable therein permit an action to be brought in a Québec Court on a final and enforceable judgment in personam for a sum certain of a New York Court respecting the enforcement of the Indenture,

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Exhibit B-5 the Purchase Agreement, the Registration Rights Agreement or the Securities, which is not subject to ordinary remedy under New York law if: (i) the court rendering such judgment had jurisdiction over the judgment debtor, as recognized by a Québec Court; (ii) such judgment was not obtained by fraud or in a manner contrary to natural justice or in contravention of the fundamental principles of procedure; (iii) the decision and the enforcement thereof would not be inconsistent with public order as understood in international relations in Québec or contrary to any order made by the Attorney General of Canada under the Foreign Extraterritorial Measures Act (Canada) or by the Competition Tribunal under the Competition Act (Canada); (iv) the enforcement of such judgment does not constitute, directly or indirectly, the enforcement of taxation or other public laws of a foreign jurisdiction; (v) a dispute between the same parties, based on the same facts and having the same object, has not given rise to a decision rendered in Québec, whether or not a final judgment has been issued, is not pending before a Québec Court in the first instance, or has not been decided in a third country and the decision has met the necessary conditions for recognition in Québec; (vi) interest payable on the Securities is not characterized by a Québec Court as interest payable at a criminal rate within the meaning of Section 347 of the Criminal Code (Canada); and (vii) the action to enforce such judgment is commenced within the applicable limitation period under law; provided however, that under the Currency Act (Canada), a Québec Court may only give judgment in Canadian dollars, and in enforcing a foreign judgment for a sum of money in a foreign currency, a Canadian Court will render its decision in the Canadian currency equivalent of such foreign currency, converted at the rate of exchange prevailing on the day that the judgment of the New York Court became enforceable under New York law. In such counsel's opinion, there are no reasons based on public policy, as that term is understood under the laws of the Province of Québec and the laws of Canada applicable therein, for avoiding recognition of the submission under the provisions of the Indenture, the Registration Rights Agreement and the Purchase Agreement to the non-exclusive jurisdiction of any federal or state court sitting in the State of New York, County of New York and for avoiding recognition of judgments of New York Courts with respect to the Indenture, the Registration Rights Agreement, the Purchase Agreement or the Securities; except that there is doubt as to the enforceability in Canadian courts in original actions, or actions to enforce judgments of a New York Court, of liability is predicated solely upon United States federal or state securities laws; (u) In an action on a final and enforceable judgment in personam of a New York court which is not subject to ordinary remedy under New York law, a Québec Court would give effect to the appointment by the Company of CT Corporation System as its agent to receive service of process in the United States under the Indenture, the Registration Rights Agreement and the Purchase Agreement whereby the Company submits to the non-exclusive jurisdiction of a New York Court. In connection with the opinion given in (iii) above, we have enquired as to the qualification or registration of the Issuer to transact business in other provinces of Canada. Based solely upon the confirmation of Lucie Fréchette, corporate paralegal of the Issuer responsible for compliance in such matters, we confirm to you that the Issuer is duly qualified or registered as a foreign or extra- provincial corporation to transact business in the provinces of Alberta, Manitoba, Saskatchewan, British Columbia, Nova Scotia, New Brunswick, Prince Edward Island and Newfoundland, and is current in its filings of annual returns as required in such provinces. Exhibit B-6 In addition, we have participated in conferences with certain officers and other representatives of the Company and the Issuer, representatives of the independent public or certified public accountants for the Company and the Issuer and with representatives of the Initial Purchasers at which the contents of the Offering Memorandum, and any supplements or amendments thereto, and related matters were discussed and, although we have not independently verified and are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Offering Memorandum (except to the extent set forth in paragraph (xi) above), and any supplements or amendments thereto, on the basis of the foregoing, nothing has come to our attention which would lead us to believe that either the Offering Memorandum, as of its date or at the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (other than the financial statements of the Company or other financial data derived therefrom included in or incorporated by reference into the Offering Memorandum or any amendments or supplements thereto as to which we express no opinion or belief). This opinion is furnished by us as counsel to the Issuer and the Company pursuant to the Purchase Agreement and is solely for the benefit of the persons to whom it is addressed and may not be relied upon by, and may not be distributed to any other person or for any purpose without our prior written consent. Exhibit B-7

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document EXHIBIT C

Form of Opinion of United States Counsel for the Issuer and the Company (a) Each of the Issuer, Quebecor World (USA) Inc. ("QW USA"), Quebecor Printing Holding Company ("QPHC") and QW Memphis Corp. ("Quebecor Memphis") has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware. (b) Each of the Issuer, QW USA, QPHC and Quebecor Memphis has corporate power and authority under the laws of the state of Delaware to own, lease and operate its properties and, in the case of the Issuer, to conduct its business as described in the Offering Memorandum and to enter into and perform its obligations under the Purchase Agreement, the Registration Rights Agreement, the Indenture, the Securities, the Exchange Securities and the DTC Agreement. (c) Each of the Issuer, QW USA, QPHC and Quebecor Memphis is duly qualified as a foreign corporation to transact business in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify would not, individually or in the aggregate, result in a Material Adverse Change. (d) All of the issued and outstanding capital stock of each of the Issuer, QW USA, QPHC and Quebecor Memphis has been duly authorized and validly issued, and, assuming that proper consideration has been given therefor, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries. (e) No stockholder of the Issuer or any other person has any preemptive right, right of first refusal or other similar right to subscribe for or purchase securities of the Issuer arising by operation of the charter or by-laws of the Issuer or the General Corporation Law of the State of Delaware. (f) The Purchase Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Issuer, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws affecting or relating to the enforcement of creditors' rights generally from time to time in effect and to equitable principles (regardless of whether enforcement is sought in equity or at law). (g) Assuming the due authorization, execution and delivery by the Company under the applicable laws of the Province of Quebec and the federal law of Canada, the Purchase Agreement (to the extent that execution and delivery are governed by the law of the State of New York) has been duly executed and delivered by, and is a valid and binding agreement of, the Company, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws affecting or relating to the enforcement of creditors' rights generally from time to time in Exhibit C-1 effect and to equitable principles (regardless of whether enforcement is sought in equity or at law). (h) Each of the Registration Rights Agreement and the DTC Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Issuer, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws affecting or relating to the enforcement of creditors' rights generally from time to time in effect and to equitable principles (regardless of whether enforcement is sought in equity or at law) and except as rights to indemnification under the Registration Rights Agreement may be limited by applicable law. (i) Assuming the due authorization, execution and delivery by the Company under the applicable laws of the Province of Quebec and the federal law of Canada, the Registration Rights Agreement (to the extent that execution and delivery are governed by the law of the State of New York) has been duly executed and delivered by, and is a valid and binding agreement of, the Company, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws affecting or relating to the enforcement of creditors' rights generally from time to time in effect and to equitable principles (regardless of whether enforcement is sought in equity or at law). (j) The Indenture has been duly authorized, executed and delivered by the Issuer and (assuming the due authorization, execution and delivery thereof by the Trustee) constitutes a valid and binding agreement of the Issuer, enforceable against the Issuer in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws affecting or relating to the enforcement of creditors' rights generally from time to time in effect and to equitable principles (regardless of whether enforcement is sought in equity or at law). (k) Assuming the due authorization, execution and delivery by the Company under the applicable laws of the Province of Quebec and the federal law of Canada, the Indenture (to the extent that execution and delivery are governed by the law of the State of New York) has been duly executed and delivered by the Company, and assuming the due authorization, execution and delivery thereof by the Trustee, the Indenture constitutes a valid and binding agreement of the Company enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws affecting or relating to the enforcement of creditors' rights generally from time to time in effect and to equitable principles (regardless of whether enforcement is sought in equity or at law). (l) The Notes are in the form contemplated by the Indenture, have been duly authorized by the Issuer for issuance and sale pursuant to this Agreement and the Indenture and, when executed by the Issuer and authenticated by the Trustee in the manner provided in the Exhibit C-2 Indenture (assuming the due authorization, execution and delivery of the Indenture by the Trustee) and delivered against payment of the purchase price therefor, will constitute valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws affecting or relating to the enforcement of creditors' rights generally from time to time in effect and to equitable principles (regardless of whether enforcement is sought in equity or at law). (m) The Exchange Notes have been duly and validly authorized for issuance by the Issuer, and when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, will constitute valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws affecting or relating to the enforcement of creditors' rights generally from time to time in effect and to equitable principles (regardless of whether enforcement is sought in equity or at law), and will be entitled to the benefits of the Indenture. (n) The Guarantee of the Notes is in the form contemplated by the Indenture, and assuming the Guarantee of the Notes has been duly authorized by the Company, the Guarantee of the Notes (to the extent that execution and delivery are governed by the law of the State of New York) has been duly executed and delivered by the Company, and when the Notes have been authenticated by the Issuer in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, the Guarantee of the Notes will constitute a valid and binding agreement of the Company, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws affecting or relating to the enforcement of creditors' rights generally from time to time in effect and to equitable principles (regardless of whether enforcement is sought in equity or at law), and will be entitled to the benefits of the Indenture. (o) Assuming the Guarantee of the Exchange Notes has been duly authorized by the Company, when the Guarantee of the Exchange Notes will have been executed by the Company and the Exchange Notes have been authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, the Guarantee of the Exchange Notes will constitute a valid and binding agreement of the Company, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws affecting or relating to the enforcement of creditors' rights generally from time to time in effect and to equitable principles (regardless of whether enforcement is sought in equity or at law), and will be entitled to the benefits of the Indenture. (p) The Securities, the Registration Rights Agreement and the Indenture conform in all material respects to the descriptions thereof contained in the Offering Memorandum. (q) The statements in the Offering Memorandum under the captions "Description of the Notes," "Tax Considerations — U.S. Federal Income Tax Considerations" and "Notice to Investors" insofar as such statements constitute matters of U.S. law, summaries of U.S. legal matters, the Issuer's charter or by-law provisions or U.S. legal documents or legal conclusions Exhibit C-3 with respect to U.S. law, have been reviewed by such counsel and fairly present and summarize, in all material respects, the matters referred to therein.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (r) No consent, approval, authorization or other order of, or registration or filing with, any court or governmental or regulatory authority or agency of the United States or the State of New York, which has not been obtained, taken or made (other than as required by any state securities or Blue Sky laws of the various states, as to which we express no opinion), is required for the Issuer's execution, delivery and performance of the Purchase Agreement, the Registration Rights Agreement, the DTC Agreement or the Indenture, or the issuance and delivery of the Securities or the Exchange Securities, or consummation of the transactions contemplated thereby and by the Offering Memorandum, except such as have been obtained or made by the Issuer and are in full force and effect under the Securities Act and except such as may be required by federal and state securities laws with respect to the Issuer's obligations under the Registration Rights Agreement. (s) The execution and delivery of the Purchase Agreement, the Registration Rights Agreement, the DTC Agreement, the Notes, the Exchange Notes and the Indenture by the Issuer and the performance by the Issuer of its obligations thereunder (other than performance by the Issuer of its obligations under the indemnification section of the Purchase Agreement, as to which no opinion need be rendered): (i) will not result in any violation of the provisions of the charter or by-laws of the Issuer; (ii) will not constitute a breach of, or Default or a Debt Repayment Triggering Event under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Issuer pursuant to (a) the Note Purchase Agreements dated as of July 12, 2000 among the Issuer, the Company and the purchasers named on Schedule A thereto, (b) the Note Purchase Agreements dated as of September 12, 2000 among the Issuer, the Company and the purchasers named on Schedule A thereto, (c) the Note Purchase Agreements dated as of March 28, 2001 among the Issuer, the Company and the purchasers named on Schedule A thereto or (d) the Indenture dated as of January 22, 1997 among the Issuer, the Company and The Chase Manhattan Bank; or (iii) to the best knowledge of such counsel, will not result in any violation of any United States federal or New York State law, administrative regulation or administrative or court decree applicable to the Issuer. (t) The execution and delivery of the Purchase Agreement, the Registration Rights Agreement, the Guarantees of the Notes and the Exchange Notes and the Indenture by the Company and the performance by the Company of its obligations thereunder (other than performance by the Company of its obligations under the indemnification section of the Purchase Agreement, as to which no opinion need be rendered), to the best knowledge of such counsel, will not result in any violation of any United States federal or New York State law, administrative regulation or administrative or court decree applicable to the Company or any of its Material Subsidiaries. (u) Neither the Company nor the Issuer is, and after receipt of payment for the Securities and the application of proceeds as described under the caption "Use of Proceeds" in the Offering Memorandum will be, an "investment company" within the meaning of Investment Company Act. Exhibit C-4 (xxi) To the best knowledge of such counsel, the Issuer is not in violation of its charter or by-laws.

(v) Assuming the accuracy of the representations, warranties and covenants of the Issuer, the Company and the Initial Purchasers contained herein, no registration of the Notes or the Guarantees under the Securities Act, and no qualification of the Indenture under the Trust Indenture Act with respect thereto, is required in connection with the purchase of the Securities by the Initial Purchasers or the initial resale of the Securities by the Initial Purchasers to Qualified Institutional Buyers in the manner contemplated by this Agreement and the Offering Memorandum other than any registration or qualification that may be required in connection with the Exchange Offer contemplated by the Offering Memorandum or in connection with the Registration Rights Agreement. Such counsel need express no opinion, however, as to when or under what circumstances any Notes initially sold by the Initial Purchasers may be reoffered or resold. (w) Assuming the due authorization, execution and delivery of the Purchase Agreement, the Indenture and the Registration Rights Agreement by each party thereto, each of the Issuer and the Company has validly and irrevocably submitted to the jurisdiction of any United States federal or state court located in the State of New York, County of New York, have expressly accepted the non-exclusive jurisdiction of any such court and have validly and have irrevocably appointed CT Corporation System as their authorized agent in any suit or proceeding against them based on or arising under the Purchase Agreement, the Indenture or the Registration Rights Agreement. In addition, such counsel shall state that they have participated in conferences with officers and other representatives of the Issuer and the Company, representatives of the independent public or certified public accountants for the Issuer and the Company and with representatives of the Initial Purchasers at which the contents of the Offering Memorandum, and any supplements or amendments thereto, and related matters were discussed and, although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Offering Memorandum (other than as specified above), and any supplements or amendments thereto, on the basis of the foregoing, nothing has come to their attention which would lead them to

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document believe that either the Offering Memorandum, as of its date or at the Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no belief as to the financial statements or other financial data derived therefrom, included or incorporated by reference in the Offering Memorandum or any amendments or supplements thereto). In rendering such opinion, such counsel may rely as to matters involving the application of laws of any jurisdiction other than the General Corporation Law of the State of Delaware, the laws of the State of New York or the federal law of the United States, to the extent they deem proper and specified in such opinion, upon the opinion (which shall be dated the Closing Date shall be satisfactory in form and substance to the Initial Purchasers, shall expressly state that the Initial Purchasers may rely on such opinion as if it were addressed to them and shall be furnished to the Initial Purchasers) of other counsel of good standing whom they believe to be reliable and Exhibit C-5 who are satisfactory to counsel for the Initial Purchasers; provided, however, that such counsel shall further state that they believe that they and the Initial Purchasers are justified in relying upon such opinion of other counsel, and as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. Exhibit C-6

ANNEX I Resale Pursuant to Regulation S or Rule 144A. Each Initial Purchaser understands that: Such Initial Purchaser agrees that it has not offered or sold and will not offer or sell the Securities in the United States or to, or for the benefit or account of, a U.S. Person (other than a distributor), in each case, as defined in Rule 902 under the Securities Act (i) as part of its distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering of the Securities pursuant hereto and the Closing Date, other than in accordance with Regulation S of the Securities Act or another exemption from the registration requirements of the Securities Act. Such Initial Purchaser agrees that, during such 40-day restricted period, it will not cause any advertisement with respect to the Securities (including any "tombstone" advertisement) to be published in any newspaper or periodical or posted in any public place and will not issue any circular relating to the Securities, except such advertisements as permitted by and include the statements required by Regulation S. With respect to offers and sales outside the United States to persons who are not U.S. persons, each of the Initial Purchasers hereby further represents and agrees with the Company that: (a) the Securities offered and sold by it pursuant hereto in reliance on Regulation S have been and will be offered and sold only in offshore transactions; (b) the sale of the Securities offered and sold by it pursuant hereto in reliance on Regulation S is not part of a plan or scheme to evade the registration provisions of the Securities Act; and (c) it understands that the Securities have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Rule 144A or Regulation S under the Securities Act or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Such Initial Purchaser agrees that, at or prior to confirmation of a sale of Securities by it to any distributor, dealer or person receiving a selling concession, fee or other remuneration during the 40-day restricted period referred to in Rule 903 under the Securities Act, it will send to such distributor, dealer or person receiving a selling concession, fee or other remuneration a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of your distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the Offering and the Closing Date, except in either case in accordance with Regulation S under the Securities Act (or Rule 144A or to Institutional Accredited Investors in transactions that are exempt from the registration requirements of the Securities Act), and in connection with any Annex I-1

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document subsequent sale by you of the Notes covered hereby in reliance on Regulation S during the period referred to above to any distributor, dealer or person receiving a selling concession, fee or other remuneration, you must deliver a notice to substantially the foregoing effect. Terms used above have the meanings assigned to them in Regulation S." Such Initial Purchaser agrees that the Securities offered and sold in reliance on Regulation S will be represented upon issuance by a global security that may not be exchanged for definitive securities until the expiration of the 40-day restricted period referred to in Rule 903 of the Securities Act and only upon certification of beneficial ownership of such Securities by non-U.S. persons or U.S. persons who purchased such Securities in transactions that were exempt from the registration requirements of the Securities Act. Terms used in this Annex I and not otherwise defined in this Agreement have the meanings given to them by Regulation S. Annex I-2

QuickLinks TABLE OF CONTENTS Purchase Agreement Material Subsidiaries of Quebecor World Inc. Subsidiaries of Quebecor World Inc. Registration Rights Agreement Form of Opinion of Canadian Counsel for the Issuer and the Company Form of Opinion of United States Counsel for the Issuer and the Company

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CERTIFICATE OF INCORPORATION

OF

Quebecor Printing Capital Corporation 1. The name of the corporation is Quebecor Printing Capital Corporation. 2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the registered agent is The Corporation Trust Company. 3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. 4. The total number of shares of stock which the corporation shall have authority to issue is three thousand (3000), par value $1.00 per share, amounting in the aggregate to $3,000.00. 5. The name and mailing address of each incorporator is as follows:

NAME MAILING ADDRESS Corporation Trust Center D. M. Dembkowski 1209 Orange Street Wilmington, Delaware 19801 6. The corporation is to have perpetual existence. 7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter or repeal the by-laws of the corporation. 8. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide. Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation. 9. The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. 10. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit. I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 19th day of December, 1996.

/s/ D. M. DEMBKOWSKI D. M. Dembkowski Sole Incorporator

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document ***** Quebecor Printing Capital Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation: RESOLVED, that the Certificate of Incorporation of Quebecor Printing Capital Corporation be amended by changing the First Article thereof so that, as amended, said Article shall be and read as follows: 1. The name of the corporation is Quebecor World Capital Corporation. SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware. THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, said Quebecor Printing Capital Corporation has caused this certificate to be signed by Marie D. Hlavaty, its Vice President, General Counsel and Secretary, this 31st day of May, 2000. QUEBECOR PRINTING CAPITAL CORPORATION

/s/ MARIE D. HLAVATY Name: Marie D. Hlavaty By Title: Vice President, General Counsel and Secretary

QuickLinks CERTIFICATE OF INCORPORATION OF Quebecor Printing Capital Corporation CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

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QUEBECOR PRINTING CAPITAL CORPORATION *****

BY-LAWS *****

ARTICLE I

OFFICES Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS Section 1. All meetings of the stockholders for the election of directors shall be held at such place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. -2- Section 2. Annual meetings of stockholders shall be held at such date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors and transact such other business as may properly be brought before the meeting. Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting. Section 4. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the chairman or the president and shall be called by the president or secretary at the request in writing of (a) a majority of the board of directors or (b) stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 5. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given not less than ten nor more than sixty -3- days before the date of the meeting, to each stockholder entitled to vote at such meeting. Section 6. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 7. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the -4-

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question. -5- Section 10. Unless otherwise provided in the certificate of incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period. Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. - -6-

ARTICLE III DIRECTORS Section 1. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders. Section 2. The number of directors which shall constitute the whole board shall be not less than three nor more than seven. Within the limits above specified, the number of directors shall be fixed from time to time by resolution of the board of directors or by the stockholders at the annual meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 3 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders. Section 3. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If -7- there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

MEETINGS OF THE BOARD OF DIRECTORS Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of -8- such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors. Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board. Section 7. Special meetings of the board may be called by the chairman or the president on two days' notice to each director, either personally or by mail or by telegram; special meetings shall be called in like manner and on like notice on the written request of two directors, unless the board consists of only one director in which case special meetings shall be called in like manner and on like notice on the written request of the sole director. Section 8. At all meetings of the board, a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, -9- except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 9. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee. Section 10. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

- -10-

COMMITTEES OF DIRECTORS Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation (except that a committee may, to the extent authorized in the resolution or resolutions -11- providing for the issuance of shares of stock adopted by the board of directors as provided in Section 151(a) of the General Corporation Law of Delaware, fix any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation, or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation), adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets,

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required. - -12-

COMPENSATION OF DIRECTORS Section 13. Unless otherwise restricted by the certificate of incorporation of these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV

NOTICES Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of -13- these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram. Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

OFFICERS Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a chairman, a president, one or more vice-presidents, a secretary and a treasurer. The board of directors may also choose one or more assistant secretaries and assistant treasurers. Any number of officers may be held -14- by the same person, unless the certificate of incorporation or these by-laws otherwise provide. Section 2. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board. Section 3. The board of directors at its first meeting after each annual meeting of stockholders shall choose the officers of the corporation who shall hold their offices until their successors are chosen and qualified, or until their resignation or removal. If any officers are not chosen at an annual meeting, any such officers may be chosen at any subsequent regular or special meeting. Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors. Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document - -15-

THE CHAIRMAN Section 6. The chairman shall preside at all stockholders' meetings and all meetings of the board of directors at which he is present and shall have such other duties as may be assigned to him by the board of directors.

THE PRESIDENT Section 7. The president shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. In the absence of the chairman or in the event of his inability or refusal to act, the president shall also perform the duties of the chairman and, when so acting, shall have all the powers of and be subject to all the restrictions upon the chairman. Section 8. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. The president shall perform such other duties and have such -16- other powers as the board of directors may from time to time prescribe.

THE VICE-PRESIDENTS Section 9. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president and, when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES Section 10. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform -17- such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and, when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. Section 11. The assistant secretary or, if there be more than one, the assistant secretaries in the order determined by the board of directors (or, if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS Section 12. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to -18- the credit of the corporation in such depositories as may be designated by the board of directors.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Section 13. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the chairman, the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. Section 14. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. Section 15. The assistant treasurer or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or, if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in -19- the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE VI

CERTIFICATE FOR SHARES Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, (a) the chairman or the president or a vice-president of the corporation and (b) the treasurer or an assistant treasurer or the secretary or an assistant secretary of the corporation. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) of the General Corporation Law of Delaware or a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the -20- qualifications, limitations or restrictions of such preferences and/or rights. Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise -21- the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

TRANSFER OF STOCK Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares, such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document FIXING RECORD DATE Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment -22- thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

REGISTERED STOCKHOLDERS Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not -23- it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. - -24-

ANNUAL STATEMENT Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

CHECKS Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. -25-

INDEMNIFICATION Section 7. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

ARTICLE VIII AMENDMENTS Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws.

QuickLinks QUEBECOR PRINTING CAPITAL CORPORATION BY-LAWS ARTICLE I OFFICES ARTICLE II MEETINGS OF STOCKHOLDERS ARTICLE III MEETINGS OF THE BOARD OF DIRECTORS COMMITTEES OF DIRECTORS COMPENSATION OF DIRECTORS REMOVAL OF DIRECTORS ARTICLE IV NOTICES ARTICLE V OFFICERS THE CHAIRMAN THE PRESIDENT THE VICE-PRESIDENTS THE SECRETARY AND ASSISTANT SECRETARIES THE TREASURER AND ASSISTANT TREASURERS ARTICLE VI CERTIFICATE FOR SHARES LOST CERTIFICATES TRANSFER OF STOCK FIXING RECORD DATE REGISTERED STOCKHOLDERS ARTICLE VII GENERAL PROVISIONS DIVIDENDS ANNUAL STATEMENT CHECKS FISCAL YEAR SEAL INDEMNIFICATION ARTICLE VIII AMENDMENTS

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document QuickLinks -- Click here to rapidly navigate through this document Exhibit 4.3 EXECUTION COPY

QUEBECOR WORLD CAPITAL CORPORATION,

as Issuer

QUEBECOR WORLD INC.,

as Guarantor

AND

CITIBANK, N.A.,

as Trustee

Indenture Dated as of November 3, 2003

QUEBECOR WORLD CAPITAL CORPORATION1

Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of November 3, 2003 Trust Indenture Indenture Section Act Section § 310(a)(1) 607 (a)(2) 607 (b) 608

§ 312(c) 701

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

§ 315(b) 601

§ 316(a) (last sentence) 101 ("Outstanding") (a)(1)(A) 502, 512 (a)(1)(B) 513

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) 508 (c) 104(e)

§ 317(a)(1) 503 (a)(2) 504 (b) 1003

§ 318(a) 111 Note:

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

i

TABLE OF CONTENTS2 Page PARTIES 1 RECITALS OF THE COMPANY 1 ARTICLE One DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 SECTION 101. Definitions 1 "Act" 2 "Additional Amounts" 2 "Affiliate" 2 "Agent Member" 2 "Amount Payable at Maturity" 2 "Applicable Procedures" 2 "Attributable Value" 2 "Authenticating Agent" 3 "Authorized Newspaper" 3 "Bearer Security" 3 "Board of Directors" 3 "Board Resolution" 3 "Business Day" 3 "Canadian Taxing Authority" 3 "Clearstream" 3 "Commission" 3 Note: This table of contents shall not, for any purpose, be deemed to be a part of the Indenture. ii Page "Common Depositary" 3 "Company" 3 "Company Request" or "Company Order" 4 "Consolidated Net Tangible Assets" 4 "Conversion Date" 4 "Conversion Event" 4 "Corporate Trust Office" 4 "corporation" 4 "coupon" 4 "Currency" 4

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document "Default" 4 "Defaulted Interest" 4 "Depositary" 4 "Dollar" or "$" 5 "Dollar Equivalent of the Currency Unit" 5 "Dollar Equivalent of the Foreign Currency" 5 "DTC" 5 "Election Date" 5 "Euro" 5 "Euroclear" 5 "Event of Default" 5 "Exchange Date" 5 "Exchange Rate Agent" 5 "Exchange Rate Officer's Certificate" 5 "Federal Bankruptcy Code" 5 iii Page "Foreign Currency" 5 "Global Security" 6 "Government Obligations" 6 "Guarantee" 6 "Guarantor" 6 "Holder" 6 "Indenture" 6 "Indexed Security" 7 "interest" 7 "Interest Payment Date" 7 "Lien" 7 "Market Exchange Rate" 7 "Maturity" 7 "Officers' Certificate" 8 "Opinion of Counsel" 8 "Original Issue Discount Security" 8 "Outstanding" 8 "Owner Securities Certification" 9 "Paying Agent" 9 "Permitted Liens" 9 "Person" 10 "Place of Payment" 10 "Predecessor Security" 10 "Purchase Money Mortgage" 10 "Redemption Date" 10 iv Page "Redemption Price" 10 "Registered Security" 10 "Regular Record Date" 10 "Regulation S" 10

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document "Regulation S Securities" 11 "Repayment Date" 11 "Repayment Price" 11 "Responsible Officer" 11 "Restricted Global Security" 11 "Restricted Period" 11 "Restricted Securities" 11 "Restricted Securities Legend" 11 "Rule 144A" 11 "Rule 144A Securities" 11 "Sale and Leaseback Transaction" 11 "Securities" 11 "Securities Act" 12 "Securities Act Legend" 12 "Security Register" and "Security Registrar" 12 "Significant Subsidiary" 12 "Special Record Date" 12 "Stated Maturity" 12 "Subsidiary" 12 "Taxes" 12 "Temporary Regulation S Global Securities" 12 v Page "Trust Indenture Act" or "TIA" 12 "Trustee" 12 "United States" 13 "Valuation Date" 13 "Vice President" 13 "Voting Stock" 13 "Wholly-Owned Subsidiary" 13 "Yield to Maturity" 13 SECTION 102. Compliance Certificates and Opinions 13 SECTION 103. Form of Documents Delivered to Trustee 14 SECTION 104. Acts of Holders 14 SECTION 105. Notices, etc. to Trustee, Company and Guarantor 16 SECTION 106. Notice to Holders; Waiver 16 SECTION 107. Effect of Headings and Table of Contents 17 SECTION 108. Successors and Assigns 17 SECTION 109. Separability Clause 17 SECTION 110. Benefits of Indenture 18 SECTION 111. Governing Law 18 SECTION 112. Legal Holidays 18 SECTION 113. Agent for Service; Submission to Jurisdiction; Waiver of Immunities 18 SECTION 114. Conversion of Currency 19 SECTION 115. Currency Equivalent 20 SECTION 116. No Recourse Against Others 20 SECTION 117. Multiple Originals 21 SECTION 118. Conflict with Trust Indenture Act 21 vi

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Page SECTION 119. Language 21 ARTICLE Two Security FORMS 21 SECTION 201. Forms Generally 21 SECTION 202. Form of Trustee's Certificate of Authentication 23 SECTION 203. Securities Issuable in Global Form 23 SECTION 204. Guarantee by Guarantor; Form of Guarantee 24 SECTION 205. Form of Legend for Securities 26 ARTICLE Three THE SECURITIES 28 SECTION 301. Amount Unlimited; Issuable in Series 28 SECTION 302. Denominations 32 SECTION 303. Execution, Authentication, Delivery and Dating 32 SECTION 304. Temporary Securities 35 SECTION 305. Registration, Registration of Transfer and Exchange 37 SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities 41 SECTION 307. Payment of Interest; Interest Rights Preserved; Optional Interest Reset 42 SECTION 308. Optional Extension of Stated Maturity 44 SECTION 309. Persons Deemed Owners 45 SECTION 310. Cancellation 46 SECTION 311. Computation of Interest 46 SECTION 312. Currency and Manner of Payments in Respect of Securities 47 SECTION 313. Appointment and Resignation of Successor Exchange Rate Agent 50 SECTION 314. Global Securities 51 SECTION 315. CUSIP Numbers 51 ARTICLE Four SATISFACTION AND DISCHARGE 51 vii Page SECTION 401. Satisfaction and Discharge of Indenture 51 SECTION 402. Application of Trust Money 52 ARTICLE Five REMEDIES 53 SECTION 501. Events of Default 53 SECTION 502. Acceleration of Maturity; Rescission and Annulment 55 SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee 56 SECTION 504. Trustee May File Proofs of Claim 57 SECTION 505. Trustee May Enforce Claims Without Possession of Securities 57 SECTION 506. Application of Money Collected 58 SECTION 507. Limitation on Suits 58 SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and Interest 59 SECTION 509. Restoration of Rights and Remedies 59 SECTION 510. Rights and Remedies Cumulative 59 SECTION 511. Delay or Omission Not Waiver 59 SECTION 512. Control by Holders 60 SECTION 513. Waiver of Past Defaults 60 SECTION 514. Waiver of Stay or Extension Laws 60 SECTION 515. Undertaking for Costs 61 ARTICLE Six THE TRUSTEE 61 SECTION 601. Certain Duties and Responsibilities 61 SECTION 602. Notice of Defaults 62 SECTION 603. Certain Rights of Trustee 62

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document SECTION 604. Trustee Not Responsible for Recitals or Issuance of Securities 64 SECTION 605. May Hold Securities 64 viii Page SECTION 606. Money Held in Trust 64 SECTION 607. Compensation and Reimbursement 64 SECTION 608. Corporate Trustee Required; Eligibility 65 SECTION 609. Resignation and Removal; Appointment of Successor 65 SECTION 610. Acceptance of Appointment by Successor 67 SECTION 611. Merger, Conversion, Consolidation or Succession to Business 68 SECTION 612. Appointment of Authenticating Agent 68 SECTION 613. Preferential Collection of Claims 70 SECTION 614. Trustee's Application for Instructions from the Company 70 ARTICLE Seven HOLDERS' LISTS AND REPORTS BY TRUSTEE, COMPANY AND GUARANTOR 70 SECTION 701. Disclosure of Names and Addresses of Holders 70 SECTION 702. Reports by Trustee 71 SECTION 703. Reports by Guarantor 71 ARTICLE Eight CONSOLIDATION, AMALGAMATION, MERGER, CONVEYANCE, TRANSFER OR LEASE 72 SECTION 801. Company and Guarantor May Amalgamate or Consolidate, etc., Only on Certain Terms 72 SECTION 802. Successor Person Substituted 73 SECTION 803. Securities to Be Secured in Certain Events 74 ARTICLE Nine SUPPLEMENTAL INDENTURES 74 SECTION 901. Supplemental Indentures Without Consent of Holders. 74 SECTION 902. Supplemental Indentures with Consent of Holders 75 SECTION 903. Execution of Supplemental Indentures 77 SECTION 904. Effect of Supplemental Indentures 77 SECTION 905. Conformity with Trust Indenture Act 77 ix Page SECTION 906. Reference in Securities to Supplemental Indentures 77 SECTION 907. Notice of Supplemental Indentures 77 ARTICLE Ten COVENANTS 78 SECTION 1001. Payment of Principal, Premium, if any, and Interest 78 SECTION 1002. Maintenance of Office or Agency 78 SECTION 1003. Money for Securities Payments to Be Held in Trust 79 SECTION 1004. Statement as to Compliance and Notice of Default 81 SECTION 1005. Additional Amounts 81 SECTION 1006. Payment of Taxes and Other Claims 82 SECTION 1007. Maintenance of Properties 83 SECTION 1008. Corporate Existence 83 SECTION 1009. Limitation on Liens 83 SECTION 1010. Limitation on Sale and Leaseback Transactions 84 SECTION 1011. Incurrence of Debt 84 SECTION 1012. Waiver of Certain Covenants 84 SECTION 1013. Calculation of Original Issue Discount 84 ARTICLE Eleven REDEMPTION OF SECURITIES 85 SECTION 1101. Applicability of Article 85 SECTION 1102. Election to Redeem; Notice to Trustee 85

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document SECTION 1103. Selection by Trustee of Securities to Be Redeemed 85 SECTION 1104. Notice of Redemption 85 SECTION 1105. Deposit of Redemption Price 87 SECTION 1106. Securities Payable on Redemption Date 87 SECTION 1107. Securities Redeemed in Part 88 SECTION 1108. Tax Redemption 88 x Page ARTICLE Twelve SINKING FUNDS 89 SECTION 1201. Applicability of Article 89 SECTION 1202. Satisfaction of Sinking Fund Payments with Securities 89 SECTION 1203. Redemption of Securities for Sinking Fund 89 ARTICLE Thirteen REPAYMENT AT OPTION OF HOLDERS 90 SECTION 1301. Applicability of Article 90 SECTION 1302. Repayment of Securities 91 SECTION 1303. Exercise of Option 91 SECTION 1304. When Securities Presented for Repayment Become Due and Payable 91 SECTION 1305. Securities Repaid in Part 92 ARTICLE Fourteen DEFEASANCE AND COVENANT DEFEASANCE 93 SECTION 1401. Option to Effect Defeasance or Covenant Defeasance 93 SECTION 1402. Defeasance and Discharge 93 SECTION 1403. Covenant Defeasance 93 SECTION 1404. Conditions to Defeasance or Covenant Defeasance 94 SECTION 1405. Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous 96 Provisions SECTION 1406. Reinstatement 97 ARTICLE Fifteen GUARANTEE OF SECURITIES 97 SECTION 1501. Guarantee 97 SECTION 1502. Execution and Delivery of Guarantees 98 SECTION 1503. Notice to Trustee 99 SECTION 1504. This Article Not to Prevent Events of Default 99 ARTICLE Sixteen MEETINGS OF HOLDERS OF Securities 99 xi Page SECTION 1601. Purposes for Which Meetings May Be Called 99 SECTION 1602. Call, Notice and Place of Meetings 100 SECTION 1603. Persons Entitled to Vote at Meetings 100 SECTION 1604. Quorum; Action 100 SECTION 1605. Determination of Voting Rights; Conduct and Adjournment of Meetings 101 SECTION 1606. Counting Votes and Recording Action of Meetings 102 TESTIMONIUM 108 SIGNATURES 108 FORMS OF CERTIFICATION EXHIBIT A FORM OF GLOBAL NOTE EXHIBIT B xii INDENTURE, dated as of November 3, 2003 between QUEBECOR WORLD CAPITAL CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company"), having its principal office at 340 Pemberwick Road, Greenwich, Connecticut 06831, QUEBECOR WORLD INC., a company incorporated pursuant to the Canada

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Business Corporations Act, as Guarantor (herein called the "Guarantor"), having its principal office at 612 Saint-Jacques Street, Montreal, Quebec, Canada, H3C 4M8, and CITIBANK, N.A., a national banking association duly incorporated and existing under the laws of the United States of America, as trustee (herein called the "Trustee").

RECITALS OF THE COMPANY The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness (herein called the "Securities"), to be issued in one or more series as in this Indenture provided. The Guarantor has duly authorized the execution and delivery of this Indenture, and the making of the Guarantees pursuant to this Indenture (the "Guarantees"). This Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, that are required to be part of this Indenture and shall, to the extent applicable, be governed by such provisions. All things necessary to make this Indenture a valid and binding agreement of the Company and the Guarantor, in accordance with its terms, have been done. NOW, THEREFORE, THIS INDENTURE WITNESSETH: For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities or of series thereof, as follows:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 101. Definitions. For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: (1) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular; (2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein, and the terms "cash transaction" and "self-liquidating paper", as used in TIA Section 311, 1 shall have the meanings assigned to them in the rules of the Commission adopted under the Trust Indenture Act; (3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles, and, except as otherwise herein expressly provided, the term "generally accepted accounting principles" with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted in Canada at the date of such computation; and (4) the words "herein", "hereof" and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. Certain terms, used principally in Article Three, are defined in that Article. "Act", when used with respect to any Holder, has the meaning specified in Section 104. "Additional Amounts" has the meaning specified in Section 1005. "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. "Agent Member" means any member of, or participant in, the Depositary. "Amount Payable at Maturity" of a Security means the Amount Payable at Maturity as set forth on the face of the Security. "Applicable Procedures" means, with respect to any transfer or transaction involving a Global Security or beneficial interest therein, the rules and procedures of the Depositary for such Security, Euroclear and Clearstream, in each case to the extent applicable to such transaction and as in effect from time to time.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document "Attributable Value" means, as to any particular lease under which any Person is at the time liable for a term of more than 12 months, and at any date as of which the amount thereof is to be determined, the total net amount of rent required to be paid by such Person under such lease during the remaining term thereof (excluding any subsequent renewal or other extension option held by the lessee), discounted from the respective due dates to the date of determination at the actual interest rate inherent in such arrangement compounded semi-annually. The net amount of rent required to be paid under any such lease for any such period shall be the aggregate amount of rent payable by the lessee with respect to such period after excluding amounts required to be paid on account of insurance, taxes, assessments, utility, operating and labor costs and similar charges. In the case of any lease which is terminable by the 2 lessee upon the payment of a penalty, such net amount shall also include the amount of such penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated. "Authenticating Agent" means any Person appointed by the Trustee to act on behalf of the Trustee pursuant to Section 612 to authenticate Securities. "Authorized Newspaper" means a newspaper, in the English language or in an official language of the country of publication, customarily published on each Business Day, whether or not published on Saturdays, Sundays or holidays, and of general circulation in each place in connection with which the term is used or in the financial community of each such place. Where successive publications are required to be made in Authorized Newspapers, the successive publications may be made in the same or in different newspapers in the same city meeting the foregoing requirements and in each case on any Business Day. "Bearer Security" means any Security except a Registered Security. "Board of Directors" means the board of directors of the Company or the Guarantor, as the case may be, or any duly authorized committee of such board. "Board Resolution" means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company or the Guarantor, as the case may be, to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee. "Business Day", when used with respect to any Place of Payment or any other particular location referred to in this Indenture or in the Securities, means, unless otherwise specified with respect to any Securities pursuant to Section 301, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment or other location are authorized or obligated by law or executive order to close. "Canadian Taxing Authority" means any federal, provincial, territorial or other Canadian government or any authority or agency therein having the power to tax. "Clearstream" means Clearstream Banking, société anonyme, or its successor. "Commission" means the U.S. Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, or, if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time. "Common Depositary" has the meaning specified in Section 304. "Company" means the Person named as the "Company" in the first paragraph of this Indenture until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Company" shall mean such successor Person. 3 "Company Request" or "Company Order" means a written request or order signed in the name of the Company by its Chairman, its President, any Vice President, its Treasurer or an Assistant Treasurer, and delivered to the Trustee. "Consolidated Net Tangible Assets" means the total amount of assets of any Person on a consolidated basis after deducting therefrom (i) all current liabilities, (ii) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and all other like intangible assets and (iii) appropriate adjustments on account of minority interests of other Persons holding shares of such Subsidiaries, all as set forth on the most recent balance sheet of such Person and its consolidated subsidiaries (but, in any event, as of a date within 150 days of the date of determination) and computed in accordance with the accounting principles used in the preparation of the Guarantor's financial statements. "Conversion Date" has the meaning specified in Section 312(d). "Conversion Event" means the cessation of use of (i) a Foreign Currency both by the government of the country which issued such Currency and by a central bank or other public institution of or within the international banking community for the settlement of transactions, (ii) the Euro or (ii) any currency unit (or composite currency) for the purposes for which it was established.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document "Corporate Trust Office" means the principal office of the Trustee, at which at any particular time its corporate trust business shall be administered, which office on the date of execution of this Indenture is located at 111 Wall Street, 14th floor, New York, New York, 10005, Attention: Citibank Agency and Trust, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders and the Company). "corporation" includes corporations, associations, companies and business trusts. "coupon" means any interest coupon appertaining to a Bearer Security. "Currency" means any currency or currencies, composite currency or currency unit or currency units, including, without limitation, the Euro, issued by the government of one or more countries or by any recognized confederation or association of such governments. "Default" means any event which is, or after notice or passage of time or both would be, an Event of Default. "Defaulted Interest" has the meaning specified in Section 307. "Depositary" means a clearing agency registered under the Exchange Act that is designated to act as Depositary for the Global Securities. The Company initially appoints DTC as the Depositary. "Depository Securities Certification" has the meaning specified in Section 304. 4 "Dollar" or "$" means a dollar or other equivalent unit in such coin or currency of the United States of America as at the time shall be legal tender for the payment of public and private debts. "Dollar Equivalent of the Currency Unit" has the meaning specified in Section 312(g). "Dollar Equivalent of the Foreign Currency" has the meaning specified in Section 312(f). "DTC" means The Depository Trust Company, its nominees and their respective successors. "Election Date" has the meaning specified in Section 312(h). "Euro" means the single currency of the participating member states from time to time of the European Union described in legislation of the European Council for the operation of a single unified European currency (whether known as the Euro or otherwise). "Euroclear" means Euroclear S.A./N.V., or its successor, as operator of the Euroclear System. "Event of Default" has the meaning specified in Section 501. "Exchange Act" means the United States Securities Exchange Act of 1934, as amended. "Exchange Date" has the meaning specified in Section 304. "Exchange Rate Agent" means, with respect to Securities of or within any series, unless otherwise specified with respect to any Securities pursuant to Section 301, a New York Clearing House bank, designated pursuant to Section 301 or Section 313. "Exchange Rate Officer's Certificate" means a tested telex or a certificate setting forth (i) the applicable Market Exchange Rate and (ii) the Dollar or Foreign Currency amounts of principal (and premium, if any) and interest, if any (on an aggregate basis and on the basis of a Security having the lowest denomination principal amount determined in accordance with Section 302 in the relevant Currency), payable with respect to a Security of any series on the basis of such Market Exchange Rate, sent (in the case of a telex) or signed (in the case of a certificate) by the Treasurer, any Vice President or any Assistant Treasurer of the Company. "Federal Bankruptcy Code" means the Bankruptcy Act of Title 11 of the United States Code, as amended from time to time. "Foreign Currency" means any Currency other than Currency of the United States. 5 "Global Security" means one or more Securities evidencing all or part of the Securities bearing the legends set forth in Section 205. "Government Obligations" means, unless otherwise specified with respect to any series of Securities pursuant to Section 301, securities which are (a) direct obligations of the government which issued the currency in which the Securities of a particular series are payable or (b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the government which issued the currency in which the Securities of such series are payable, the payment of which is unconditionally guaranteed by such government, which, in either case, are full faith and credit obligations of such government payable in such currency and are not callable or redeemable at the option of the issuer thereof and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such Government Obligation or a specific payment of interest on or principal of any such Government Obligation held by such custodian for the account of a holder of a depositary receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Obligation or the specific payment of interest or principal of the Government Obligation evidenced by such depository receipt.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document "Guarantee" means any guarantee of the Guarantor as endorsed on each Security authenticated and delivered pursuant to this Indenture and shall include the Guarantee set forth in Section 1501 of this Indenture and all other obligations and covenants of the Guarantor contained in this Indenture and any Securities. "Guarantor" means the Person named as "Guarantor" in the first paragraph of this Indenture until a successor corporation shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Guarantor" shall mean such successor corporation. "Holder" means, in the case of a Registered Security, the Person in whose name a Security is registered in the Security Register and, in the case of a Bearer Security, the bearer thereof and, when used with respect to any coupon, shall mean the bearer thereof. "Indenture" means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, and shall include the terms of particular series of Securities established as contemplated by Section 301; provided, however, that, if at any time more than one Person is acting as Trustee under this instrument, "Indenture" shall mean, with respect to any one or more series of Securities for which such Person is Trustee, this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms of particular series of Securities for which such Person is Trustee established as contemplated by Section 301, exclusive, however, of any provisions or terms which relate solely to other series of Securities for which such Person is not Trustee, regardless of when such terms or provisions were adopted, and exclusive of any provisions or terms adopted by means of one or more indentures supplemental hereto executed and delivered after such Person had become such Trustee but to which such Person, as such Trustee, was not a party. 6 "Indexed Security" means a Security the terms of which provide that the principal amount thereof payable at Stated Maturity may be more or less than the principal face amount thereof at original issuance. "interest", when used with respect to an Original Issue Discount Security, shall be deemed to mean interest payable after Maturity at the rate prescribed in such Original Issue Discount Security. "Interest Payment Date", when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security. "Lien" means, with respect to any property or assets, any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, security interest, lien, charge, easement (other than any easement not materially impairing usefulness or marketability), encumbrance, preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever on or with respect to such property or assets (including, without limitation, any conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing). "Market Exchange Rate" means, unless otherwise specified with respect to any Securities pursuant to Section 301, (i) for any conversion involving a currency unit on the one hand and Dollars or any Foreign Currency on the other, the exchange rate between the relevant currency unit and Dollars or such Foreign Currency calculated by the method specified pursuant to Section 301 for the Securities of the relevant series, (ii) for any conversion of Dollars into any Foreign Currency, the noon (New York City time) buying rate for such Foreign Currency for cable transfers quoted in New York City as certified for customs purposes by the Federal Reserve Bank of New York and (iii) for any conversion of one Foreign Currency into Dollars or another Foreign Currency, the spot rate at noon local time in the relevant market at which, in accordance with normal banking procedures, the Dollars or Foreign Currency into which conversion is being made could be purchased with the Foreign Currency from which conversion is being made from major banks located in either New York City, London or any other principal market for Dollars or such purchased Foreign Currency, in each case determined by the Exchange Rate Agent. Unless otherwise specified with respect to any Securities pursuant to Section 301, in the event of the unavailability of any of the exchange rates provided for in the foregoing clauses (i), (ii) and (iii), the Exchange Rate Agent shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in New York City, London or another principal market for the Currency in question, or such other quotations as the Exchange Rate Agent shall deem appropriate. Unless otherwise specified by the Exchange Rate Agent, if there is more than one market for dealing in any Currency by reason of foreign exchange regulations or otherwise, the market to be used in respect of such Currency shall be that upon which a non-resident issuer of securities designated in such Currency would purchase such Currency in order to make payments in respect of such securities. "Maturity", when used with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due and payable as therein or 7

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document herein provided, whether at the Stated Maturity or by declaration of acceleration, notice of redemption, notice of option to elect repayment or otherwise. "Officers' Certificate" means a certificate signed by the Chairman, the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company or the Guarantor, as the case may be, and delivered to the Trustee. "Opinion of Counsel" means a written opinion of counsel, who may be counsel for the Company or the Guarantor, including an employee of the Company or the Guarantor, and who shall be acceptable to the Trustee. "Original Issue Discount Security" means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502. "Outstanding", when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except: (i) Securities theretofore cancelled by the Trustee or accepted by the Trustee for cancellation; (ii) Securities, or portions thereof, for whose payment or redemption or repayment at the option of the Holder money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities and any coupons appertaining thereto; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; (iii) Securities, except to the extent provided in Sections 1402 and 1403, with respect to which the Company has effected defeasance and/or covenant defeasance as provided in Article Fourteen; and (iv) Securities which have been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company; provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder or are present at a meeting of Holders for quorum purposes, and for the purpose of making the calculations required by TIA Section 313, (i) the principal amount of an Original Issue Discount Security that may be counted in making such determination or calculation and that shall be deemed to be Outstanding for such purpose shall be equal to the amount of principal thereof that would be (or shall have been declared to be) due and payable, at the time of such determination, upon a declaration of acceleration of the maturity thereof 8 pursuant to Section 502, (ii) the principal amount of any Security denominated in a Foreign Currency that may be counted in making such determination or calculation and that shall be deemed Outstanding for such purpose shall be equal to the Dollar equivalent, determined as of the date such Security is originally issued by the Company as set forth in an Exchange Rate Officer's Certificate delivered to the Trustee, of the principal amount (or, in the case of an Original Issue Discount Security, the Dollar equivalent as of such date of original issuance of the amount determined as provided in clause (i) above) of such Security, (iii) the principal amount of any Indexed Security that may be counted in making such determination or calculation and that shall be deemed outstanding for such purpose shall be equal to the principal face amount of such Indexed Security at original issuance, unless otherwise provided with respect to such Security pursuant to Section 301, and (iv) Securities owned by the Company, the Guarantor or any other obligor upon the Securities or any Affiliate of the Company, the Guarantor or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in making such calculation or in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee certifies to the Trustee the pledgee's right so to act with respect to such Securities and that the pledgee is not the Company, the Guarantor or any other obligor upon the Securities or any Affiliate of the Company, the Guarantor or such other obligor. "Owner Securities Certification" has the meaning specified in Section 201(b)(i). "Paying Agent" means any Person (including the Company acting as Paying Agent) authorized by the Company to pay the principal of (or premium, if any) or interest, if any, on any Securities on behalf of the Company. "Permitted Liens" of any Person at any particular time means:

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (i) Liens in favor of the Guarantor or a Wholly-Owned Subsidiary of the Guarantor (but only so long as such Person is a Wholly-Owned Subsidiary of the Guarantor); (ii) Liens securing the Securities; (iii) Purchase Money Mortgages; (iv) Liens on property existing at the time of acquisition thereof by such Person provided that those Liens were not incurred in anticipation of the acquisition; (v) Liens on property of a corporation existing at the time such corporation is liquidated or merged into, or amalgamated or consolidated with, the Guarantor or a Subsidiary of the Guarantor or at the time of the sale, lease or other disposition to the Guarantor or a Subsidiary of the Guarantor of the properties of a corporation as, or substantially as, an entirety; and (vi) any renewal, refunding or extension of any Lien referred to in the foregoing clauses (i) to (v), provided that the principal amount of indebtedness secured 9 thereby after such renewal, refunding or extension is not increased and the Lien is limited to the property or assets originally subject thereto and any improvements thereon. "Person" means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. "Place of Payment" means, when used with respect to the Securities of or within any series, the place or places where the principal of (and premium, if any) and interest, if any, on such Securities are payable as specified as contemplated by Sections 301 and 1002. "Predecessor Security" of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security or a Security to which a mutilated, destroyed, lost or stolen coupon appertains shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security or the Security to which the mutilated, destroyed, lost or stolen coupon appertains, as the case may be. "Purchase Money Mortgage" of any Person means any Lien created upon any real or personal property or assets of the Person to secure or securing the whole or any part of the purchase price of such property or assets or the whole or any part of the cost of constructing or installing fixed improvements thereon or to secure or securing the repayment of money borrowed to pay the whole or any part of such purchase price or cost of any vendor's privilege or lien on such property or assets securing all or any part of such purchase price or cost including title retention agreements and leases in the nature of title retention agreements; provided that the principal amount of money borrowed which is secured by such Lien does not exceed 100% of such purchase price or cost and any fees incurred in connection therewith. "Redemption Date", when used with respect to any Security to be redeemed, in whole or in part, means the date fixed for such redemption by or pursuant to this Indenture. "Redemption Price", when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture. "Registered Security" means any Security registered in the Security Register. "Regular Record Date" for the interest payable on any Interest Payment Date on the Registered Securities of or within any series means the date specified for that purpose as contemplated by Section 301. "Regulation S" means Regulation S under the Securities Act (or any successor provision), as it may be amended from time to time. "Regulation S Global Security" has the meaning specified in Section 201. "Regulation S Legend" means a legend substantially in the form set forth in Section 205 to be placed upon each Regulation S Security. 10 "Regulation S Securities" means all Securities offered and sold pursuant to Regulation S. Such term includes the Regulation S Global Security. "Repayment Date" means, when used with respect to any Security to be repaid at the option of the Holder, the date fixed for such repayment pursuant to this Indenture. "Repayment Price" means, when used with respect to any Security to be repaid at the option of the Holder, the price at which it is to be repaid pursuant to this Indenture.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document "Responsible Officer", when used with respect to the Trustee, means any vice president, any assistant vice president, any senior trust officer or any trust officer, or any other officer associated with the corporate trust department of the Trustee customarily performing functions similar to those performed by any of the above-designated officers, and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. "Restricted Global Security" has the meaning specified in Section 201. "Restricted Period" means the applicable distribution compliance period as set forth in Regulation S. "Restricted Securities" means all Securities offered and sold pursuant to Rule 144A or to Institutional Accredited Investors in a transaction that is not registered under the Securities Act. Such term includes the Restricted Global Security and any Securities issued in certificated form. "Restricted Securities Legend" means, collectively, the legends substantially in the forms set forth in Section 205 to be placed upon each Restricted Security. "Rule 144A" means Rule 144A under the Securities Act (or any successor provision), as it may be amended from time to time. "Rule 144A Securities" means the Securities of a series purchased upon their original issuance by the initial purchasers from the Company for resale pursuant to Rule 144A. "Sale and Leaseback Transaction" of any Person means an arrangement with any lender or investor or to which such lender or investor is a party providing for the leasing by such Person of any property or asset of such Person which has been or is being sold or transferred by such Person more than 12 months after the acquisition thereof or the completion of construction or commencement of operation thereof to such lender or investor or to any person to whom funds have been or are to be advanced by such lender or investor on the security of such property or asset. The stated maturity of such arrangement shall be the date of the last payment of rent or any other amount due under such arrangement prior to the first date on which such arrangement may be terminated by the lessee without payment of a penalty. "Securities" has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture; provided, however, that if at any time there is more than one Person acting as Trustee under this Indenture, 11 "Securities" with respect to the Indenture as to which such Person is Trustee shall have the meaning stated in the first recital of this Indenture and shall more particularly mean Securities authenticated and delivered under this Indenture, exclusive, however, of Securities of any series as to which such Person is not Trustee. "Securities Act" means the United States Securities Act of 1933, as amended. "Securities Act Legend" means a Restricted Securities Legend or a Regulation S Legend. "Security Register" and "Security Registrar" have the respective meanings specified in Section 305. "Significant Subsidiary" has the meaning specified in Rule 1-02(w) of Regulation S-X under the Securities Act of 1933, as amended-. "Special Record Date" for the payment of any Defaulted Interest on the Registered Securities of or within any series means a date fixed by the Trustee pursuant to Section 307. "Stated Maturity", when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security or a coupon representing such installment of interest as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable, as such date may be extended pursuant to the provisions of Section 308. "Subsidiary" of any Person means a corporation 50% or more of the combined voting power of the outstanding Voting Stock of which is owned, directly or indirectly, by such Person or by one or more other Subsidiaries of such Person or by such Person and one or more Subsidiaries thereof. "Taxes" means any present or future tax, duty, levy, impost, assessment or other governmental charge imposed or levied (including penalties, interest and any other liabilities related thereto) by or on behalf of a Canadian Taxing Authority. "Temporary Regulation S Global Securities" has the meaning specified in Section 201(b)(i). "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939 as in force at the date as of which this Indenture was executed, except as provided in Section 905. "Trustee" means the Person named as the "Trustee" in the first paragraph of this Indenture until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Trustee" shall mean or include each Person who is

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document then a Trustee hereunder; provided, however, that if at any time there is more than one such Person, "Trustee" as used with respect to the Securities of any series shall mean only the Trustee with respect to Securities of that series. 12 "United States" means, unless otherwise specified with respect to any Securities pursuant to Section 301, the United States of America (including the states and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction. "Valuation Date" has the meaning specified in Section 312(c). "Vice President", when used with respect to the Company or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title "vice president". "Voting Stock" of any Person means Capital Stock of such Person which ordinarily has voting power for the election of directors (or persons performing similar functions) of such Person, whether at all times or only so long as no senior class of securities has such voting power by reason of any contingency. "Wholly-Owned Subsidiary" of any Person means a Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors' qualifying shares) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person or by such Person and one or more Wholly-Owned Subsidiaries of such Person. "Yield to Maturity" means the yield to maturity, computed at the time of issuance of a Security (or, if applicable, at the most recent redetermination of interest on such Security) and as set forth in such Security in accordance with generally accepted United States bond yield computation principles. SECTION 102. Compliance Certificates and Opinions. Upon any application or request by the Company or the Guarantor to the Trustee to take any action under any provision of this Indenture, the Company or the Guarantor shall furnish to the Trustee an Officers' Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture (other than pursuant to Section 1004) shall include: (1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 13 (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether, in the opinion of each such individual, such covenant or condition has been complied with. SECTION 103. Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of the Company or the Guarantor may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company or the Guarantor stating that the information with respect to such factual matters is in the possession of the Company or the Guarantor unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. SECTION 104. Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of the Outstanding Securities of all series or one or more series, as the case may be, may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agents duly appointed in writing. If Securities of a series are issuable as Bearer Securities, any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of such series may, alternatively, be embodied in and evidenced by the record of Holders of Securities of such series voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Holders of Securities of such series duly called and held in accordance with the provisions of Article Fifteen, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Company and the Guarantor. Such instrument or instruments and any such 14 record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments or so voting at any such meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or of the holding by any Person of a Security, shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee, the Company and the Guarantor, if made in the manner provided in this Section. The record of any meeting of Holders of Securities shall be proved in the manner provided in Section 1606. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. (c) The principal amount and serial numbers of Registered Securities held by any Person, and the date of holding the same, shall be proved by the Security Register. (d) The principal amount and serial numbers of Bearer Securities held by any Person, and the date of holding the same, may be proved by the production of such Bearer Securities or by a certificate executed, as depositary, by any trust company, bank, banker or other depositary, wherever situated, if such certificate shall be deemed by the Trustee to be satisfactory, showing that at the date therein mentioned such Person had on deposit with such depositary, or exhibited to it, the Bearer Securities therein described; or such facts may be proved by the certificate or affidavit of the Person holding such Bearer Securities, if such certificate or affidavit is deemed by the Trustee to be satisfactory. The Trustee and the Company may assume that such ownership of any Bearer Security continues until (1) another certificate or affidavit bearing a later date issued in respect of the same Bearer Security is produced, or (2) such Bearer Security is produced to the Trustee by some other Person, or (3) such Bearer Security is surrendered in exchange for a Registered Security, or (4) such Bearer Security is no longer Outstanding. The principal amount and serial numbers of Bearer Securities held by any Person, and the date of holding the same, may also be proved in any other manner that the Trustee deems sufficient. (e) If the Company or the Guarantor shall solicit from the Holders of Registered Securities any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company or the Guarantor, as the case may be, may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company or the Guarantor, as the case may be, shall have no obligation to do so. Notwithstanding TIA Section 316(c), such record date shall be the record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the date such solicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but 15 only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Securities shall be computed as of

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. (f) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee, the Company or the Guarantor in reliance thereon, whether or not notation of such action is made upon such Security. SECTION 105. Notices, etc. to Trustee, Company and Guarantor. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other documents provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, (1) the Trustee by any Holder or by either the Company or the Guarantor shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, Attention: Citibank Agency and Trust, or (2) either the Company or the Guarantor by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company or the Guarantor, as the case may be, addressed to it at the address of its principal office specified in the first paragraph of this Indenture or at any other address previously furnished in writing to the Trustee by the Company or the Guarantor, as the case may be. SECTION 106. Notice to Holders; Waiver. Where this Indenture provides for notice of any event to Holders of Registered Securities by the Company, the Guarantor or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each such Holder affected by such event, at his address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders of Registered Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders of Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as provided. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have been received by such Holder, whether or not such Holder actually receives such notice. 16 In case, by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impractical to mail notice of any event to Holders of Registered Securities when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be directed by the Company shall be deemed to be sufficient giving of such notice for every purpose hereunder. Except as otherwise expressly provided herein or otherwise specified with respect to any Securities pursuant to Section 301, where this Indenture provides for notice to Holders of Bearer Securities of any event, such notice shall be sufficiently given to Holders of Bearer Securities if published in an Authorized Newspaper in The City of New York and in such other city or cities as may be specified in such Securities on a Business Day at least twice, the first such publication to be not earlier than the earliest date, and not later than the latest date, prescribed for the giving of such notice. Any such notice shall be deemed to have been given on the date of the first such publication. In case, by reason of the suspension of publication of any Authorized Newspaper or Authorized Newspapers or by reason of any other cause, it shall be impracticable to publish any notice to Holders of Bearer Securities as provided above, then such notification to Holders of Bearer Securities as shall be given as directed by the Company shall constitute sufficient notice to such Holders for every purpose hereunder. Neither the failure to give notice by publication to Holders of Bearer Securities as provided above, nor any defect in any notice so published, shall affect the sufficiency of such notice with respect to other Holders of Bearer Securities or the sufficiency of any notice to Holders of Registered Securities given as provided herein. Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document SECTION 107. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. SECTION 108. Successors and Assigns. All covenants and agreements in this Indenture by each of the Company and the Guarantor shall bind its successors and assigns, whether so expressed or not. SECTION 109. Separability Clause. 17 In case any provision in this Indenture or in any Security or coupon shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. SECTION 110. Benefits of Indenture. Nothing in this Indenture or in the Securities or coupons, express or implied, shall give to any Person, other than the parties hereto, any Authenticating Agent, any Paying Agent, any Securities Registrar and their successors hereunder and the Holders of Securities or coupons, any benefit or any legal or equitable right, remedy or claim under this Indenture. SECTION 111. Governing Law. This Indenture and the Securities and coupons shall be governed by and construed in accordance with the law of the State of New York. This Indenture is subject to the provisions of the Trust Indenture Act that are required to be part of this Indenture and shall, to the extent applicable, be governed by such provisions. SECTION 112. Legal Holidays. In any case where any Interest Payment Date, Redemption Date, sinking fund payment date or Stated Maturity or Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of any Security or coupon other than a provision in the Securities of any series which specifically states that such provision shall apply in lieu of this Section), payment of principal (or premium, if any) or interest, if any, need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date or sinking fund payment date, or at the Stated Maturity or Maturity; provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date, sinking fund payment date, Stated Maturity or Maturity, as the case may be. SECTION 113. Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, each of the Company and the Guarantor (i) acknowledges that it has irrevocably designated and appointed CT Corporation System, 111 Eight Avenue, New York, New York 10011, as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Securities or this Indenture that may be instituted in any federal or state court in the City of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), (ii) submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Company or the Guarantor, as the case may be (mailed or delivered to its Secretary at its principal office specified in the first paragraph of this Indenture), shall be deemed in every respect effective service of process upon the Company or the Guarantor, as the case may be, in any such suit or proceeding. Each of the Company and the Guarantor further agrees to take any and all action, including the execution and filing of any and 18 all such documents and instruments, as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as any of the Securities shall be outstanding. To the extent that the Company or the Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Company and the Guarantor hereby irrevocably waives such immunity in respect of its obligations under this Indenture and the Securities, to the extent permitted by law. Each of the Company and the Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture or the Securities in any federal or state court in the State of New York, Borough of Manhattan. Each of

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. SECTION 114. Conversion of Currency. Each of the Company and the Guarantor covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities, the Guarantees and this Indenture: (a) (i) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into any other currency (the "Judgment Currency") an amount due or contingently due under the Securities of any series and this Indenture (the "Required Currency"), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company or the Guarantor, as the case may be, shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the judgment currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Required Currency originally due. (b) In the event of the winding-up of the Company or the Guarantor at any time while any amount or damages owing under the Securities, the Guarantees and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company or the Guarantor, as the case may be, shall indemnify and hold the Holders of Securities and the Trustee harmless against any deficiency arising or resulting from 19 any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Required Currency (other than under this Subsection (b)) is calculated for the purposes of such winding-up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) the final date for the filing of proofs of claim in the winding-up of the Company or the Guarantor, as the case may be, shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company or the Guarantor, as the case may be, may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(ii) and (b) of this Section shall constitute separate and independent obligations of the Company or the Guarantor, as the case may be, from its other obligations under the Securities, the Guarantees and this Indenture, shall give rise to separate and independent causes of action against the Company and the Guarantor shall apply irrespective of any waiver or extension granted by any Holder or Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company or the Guarantor for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the Trustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company, the Guarantor or the applicable liquidator. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution. (d) The term "rate(s) of exchange" shall mean the rate of exchange quoted by Royal Bank of Canada (or such other Canadian Chartered bank as agreed upon by each of the parties to this Indenture) at its central foreign exchange desk in its main office in Montreal at 12:00 noon (Montreal time) on the relevant date for purchases of the Required Currency with the Judgment Currency and includes any premiums and costs of exchange payable. SECTION 115. Currency Equivalent. Except as otherwise provided in this Indenture, for purposes of the construction of the terms of this Indenture or of the Securities, in the event that any amount is stated herein in the currency of one nation (the "First Currency"), as of any date such amount shall also be deemed to represent the amount in the currency of any other relevant nation (the "Other Currency") which is required to purchase such amount in the First Currency at the rate of exchange quoted by the Royal Bank of Canada (or such other Canadian Chartered bank

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document as agreed upon by each of the parties to this Indenture) at its central foreign exchange desk in its main office in Montreal at 12:00 noon (Montreal time) on the date of determination. SECTION 116. No Recourse Against Others. 20

A director, officer, employee or shareholder, as such, of the Company or the Guarantor shall not have any liability for any obligations of the Company or the Guarantor under the Securities, the Guarantees or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Holder shall waive and release all such liability. Such waiver and release shall be part of the consideration for the issue of the Securities. SECTION 117. Multiple Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture. SECTION 118. Conflict with Trust Indenture Act. If and to the extent that any provision hereof limits, qualifies or conflicts with the duties imposed by any of Sections 310 to 318, inclusive, of the Trust Indenture Act, through operation of Section 318(c) thereof, such imposed duties shall control. SECTION 119. Language. Les parties aux présentes ont exigé que la présente convention ainsi que tous les documents et avis qui s'y rattachent et/ou qui en découleront soient rédigés et exécutés en langue anglaise. The parties hereto have required that this Indenture and all documents and notices related thereto be drafted and executed in English.

ARTICLE TWO

SECURITY FORMS SECTION 201. Forms Generally. (a) The Registered Securities, if any, of each series and the Bearer Securities, if any, of each series and related coupons shall be in substantially the forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the Company. If the forms of Securities or coupons of any series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities or coupons. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. 21 Unless otherwise specified as contemplated by Section 301, Securities in bearer form shall have interest coupons attached. The Trustee's certificate of authentication on all Securities shall be in substantially the form set forth in this Article. The definitive Securities, coupons and Guarantees shall be printed, lithographed or engraved on steel-engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities or coupons. (b) (i) Securities of a series offered and sold in their initial distribution in reliance on Regulation S shall be initially issued in the form of one or more temporary Global Securities, in fully registered form without interest coupons, with such applicable legends as are provided for in Section 205. Such Global Securities shall be registered in the name of the Depositary or its nominee, and deposited with the Trustee, at its New York offices, as custodian for the Depositary, duly executed by the Company and the Guarantor and authenticated by the Trustee as hereinafter provided, for credit to the respective accounts at the Depositary of the depositories for Euroclear and for Clearstream, for credit to the respective accounts of owners of beneficial interests in such Securities or to such other accounts as they may direct. Until such time as the Restricted Period in respect of securities of a series shall have terminated, such temporary Global Securities shall be referred to herein as "Temporary Regulation S Global Securities". On or after the termination of the Restricted Period, interests in any Temporary

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Regulation S Global Security of a series shall be exchangeable for corresponding interests in an unrestricted Regulation S Global Security of the same series (each a "Regulation S Global Security") in fully registered form without interest coupons, with such applicable legends as are provided for in Section 205 and in accordance with the terms established pursuant to Section 301, provided that the beneficial owner of an interest therein delivers to Euroclear or Clearstream a written certification (an "Owner Securities Certification") substantially in the form of Exhibit A-2 hereto. (ii) Until such time as the Restricted Period shall have terminated, investors may hold interests in the Regulation S Temporary Global Security only through Euroclear and Clearstream, unless delivery of such beneficial interest upon transfer shall be made through a Restricted Global Security in accordance with the certification requirements discussed below in Section 305. (c) Securities of a series offered and sold in their initial distribution in reliance on Rule 144A shall be issued in the form of one or more Global Securities (each, a "Restricted Global Security"), in definitive, fully registered form without interest coupons, with such applicable legends as are provided for in Section 205, except as otherwise permitted herein. Such Global Securities shall be registered in the name of the Depositary or its nominee and deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and the Guarantor and authenticated by the Trustee as hereinafter provided for credit to the respective accounts of owners of beneficial interests in such Securities or to such other accounts as they may direct. The aggregate principal amount of a Restricted Global Security of a series may be increased or decreased from time to time by adjustments made on the records of the Trustee, 22 as custodian for the Depositary, in connection with a corresponding decrease or increase in the aggregate principal amount, as hereinafter provided. SECTION 202. Form of Trustee's Certificate of Authentication. Subject to Section 612, the Trustee's certificate of authentication shall be in substantially the following form:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION Dated: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. CITIBANK, N.A., as Trustee

By: Authorized Officer SECTION 203. Securities Issuable in Global Form. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or Section 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities 23

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) and interest, if any, on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 309 and except as provided in the preceding paragraph, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent Global Security (i) in the case of a permanent Global Security in registered form, the Holder of such permanent Global Security in registered form, or (ii) in the case of a permanent Global Security in bearer form, Euroclear or Clearstream. SECTION 204. Guarantee by Guarantor; Form of Guarantee. The Guarantor by its execution of this Indenture hereby agrees with each Holder of a Security of each series authenticated and delivered by the Trustee and with the Trustee on behalf of each such Holder, to be unconditionally and irrevocably bound by the terms and provisions of the Guarantee set forth below and authorizes the Trustee to confirm such Guarantees to the Holder of each such Security by its execution and delivery of each such Security, with such Guarantees endorsed thereon, authenticated and delivered by the Trustee. Guarantees to be endorsed on the Securities shall, subject to Section 201, be in substantially the form set forth below:

GUARANTEE

OF

QUEBECOR WORLD INC. For value received, Quebecor World Inc., a corporation incorporated pursuant to the Canada Business Corporations Act, having its principal executive offices at 612 Saint-Jacques Street, Montreal, Quebec, Canada, H3C 4M8 (herein called the "Guarantor", which term includes any successor Person under the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby unconditionally and irrevocably guarantees to the Holder of the Security upon which this Guarantee is endorsed and to the Trustee, for itself and on behalf of each such Holder, the due and punctual payment of the principal of, premium, if any, and interest on such Security and the due and punctual payment of the sinking fund or analogous payments referred to therein, if any, when and as the same shall become due and payable, whether on the Stated Maturity Date, by declaration of acceleration, call for redemption or otherwise, according to the terms thereof and of the Indenture referred to therein and of all amounts owing to the Trustee when and as the same shall become due and payable pursuant to the terms of such Indenture. In case of the failure of Quebecor World Capital Corporation, a corporation organized under the laws of Delaware (herein called the "Company", which 24 term includes any successor Person under such Indenture), punctually to make any such payment of principal, premium, if any, or interest or any such sinking fund or analogous payment, or payment to the Trustee, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether, with respect to the Securities, on the Stated Maturity Date or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company. The Guarantor will pay to the Holders such Additional Amounts as may become payable under Section 1005 of the Indenture. The Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Security or such Indenture, any failure to enforce the provisions of such Security or such Indenture, or any waiver, modification or indulgence granted to the Company with respect thereto, by the Holder of such Security or the Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or increase any premium payable upon redemption thereof, or alter the Stated Maturity Date thereof, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Five of such Indenture. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a proceeding

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document first against the Company, protest or notice with respect to such Security or the indebtedness evidenced thereby or with respect to any sinking fund or analogous payment required under such Security and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the principal of, premium, if any, and interest on Security. The Guarantor shall be subrogated to all rights of the Holder of such Security and the Trustee against the Company in respect of any amounts paid to such Holder or the Trustee by the Guarantor pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, and interest on all Securities of the same series issued under such Indenture shall have been paid in full. No reference herein to such Indenture and no provision of this Guarantee or of such Indenture shall alter or impair the guarantees of the Guarantor, which are absolute and unconditional, of the due and punctual payment of the principal of, premium, if any, and interest on, and any sinking fund or analogous payments with respect to, the Security upon which this Guarantee is endorsed. 25 This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication of such Security shall have been manually executed by or on behalf of the Trustee under such Indenture. All terms used in this Guarantee which are defined in such Indenture shall have the meanings assigned to them in such Indenture. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York. Executed and dated the date on the face hereof. QUEBECOR WORLD INC.

Name: By: Title:

Name: By: Title: Reference is made to Article Fifteen for further provisions with respect to the Guarantees. SECTION 205. Form of Legend for Securities. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Security that is a Global Security, a Restricted Security or a Regulation S Security authenticated and delivered hereunder shall bear one or more of the appropriate legends in substantially the following forms, as appropriate: [If the Security is a Restricted Security or a Regulation S Security, then insert- THIS SECURITY [AND THE COMMON SHARES ISSUABLE UPON CONVERSION, REDEMPTION, PURCHASE OR PAYMENT OF THIS SECURITY] HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. 26

THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, ON ITS OWN BEHALF TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, [if the Security is a Restricted Security, then insert — PRIOR TO THE DATE (THE "RESALE TERMINATION DATE") THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY),] ONLY (A) TO THE ISSUER OR ANY OF ITS SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) AS LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURUSANT TO CLAUSES (D) AND (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. [if the Security is a Restricted Security, then insert — THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE TERMINATION DATE.] EACH PURCHASER OF THIS GLOBAL NOTE OR ANY INTEREST HEREIN IS HEREBY NOTIFIED THAT THE SELLER OF THIS GLOBAL NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.] [Include if Security is a Temporary Regulation S Global Security — THIS SECURITY IS A TEMPORARY REGULATION S GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREINAFTER. EXCEPT IN THE CIRCUMSTANCES DESCRIBED IN SECTION 304 OF THE INDENTURE, NO TRANSFER OR EXCHANGE OF AN INTEREST IN THIS TEMPORARY GLOBAL SECURITY MAY BE MADE FOR AN INTEREST IN THE RESTRICTED GLOBAL SECURITY. NO EXCHANGE OF AN INTEREST IN THIS TEMPORARY GLOBAL SECURITY MAY BE MADE FOR AN INTEREST IN THE REGULATION S GLOBAL SECURITY EXCEPT ON OR AFTER THE TERMINATION OF THE DISTRIBUTION COMPLIANCE PERIOD AND UPON DELIVERY OF THE OWNER SECURITIES CERTIFICATION AND THE DEPOSITORY SECURITIES CERTIFICATION RELATING TO SUCH INTEREST IN ACCORDANCE WITH THE TERMS OF THE INDENTURE.] [If the Security is a Global Security, then insert — THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A 27 NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.] [If the Security is a Global Security and DTC is to be the Depositary therefor, then insert — UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.]

ARTICLE THREE

THE SECURITIES SECTION 301. Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and, except as otherwise provided herein, each such series shall be unsecured and shall rank pari passu with each other and with all other unsecured and unsubordinated indebtedness for borrowed money of the Company. There shall be established in one or more Board Resolutions or pursuant to authority granted by one or more Board Resolutions and, subject to Section 303, set forth in, or determined in the manner provided in, an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, any or all of the following, as applicable (each of which (except for the matters set forth in clauses (1), (2) and (17) below), if so provided, may be determined from time to time

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document by the Company with respect to unissued Securities of the series and set forth in such Securities of the series when issued from time to time): 28 (1) the title of the Securities of the series, including CUSIP numbers (which shall distinguish the Securities of the series from all other series of Securities); (2) any limit upon the aggregate principal amount of the Securities of the series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906, 1107 or 1305); (3) the date or dates, or the method by which such date or dates will be determined or extended, on which the principal of the Securities of the series is payable; (4) the rate or rates (whether fixed or variable) at which the Securities of the series shall bear interest, if any, or the method by which such rate or rates shall be determined, the date or dates from which such interest shall accrue, or the method by which such date or dates shall be determined, the Interest Payment Dates on which such interest shall be payable and the Regular Record Date, if any, for the interest payable on any Registered Security on any Interest Payment Date, or the method by which such date or dates shall be determined, whether and under what circumstances Additional Amounts on such Securities or any of them shall be payable, the notice, if any, to Holders regarding the determination of interest on a floating rate Security and the manner of giving such notice, and the basis upon which interest shall be calculated if other than on the basis of a 360-day year of twelve 30-day months; (5) the place or places, if any, other than or in addition to the Corporate Trust Office, where the principal of (and premium, if any) and interest, if any, on Securities of the series shall be payable, where any Registered Securities of the series may be surrendered for registration of transfer, where Securities of the series may be surrendered for exchange, where Securities of the series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable and, if different than the location specified in Section 105, the place or places where notices or demands to or upon the Company in respect of the Securities of the series and this Indenture may be served, the extent to which, or the manners in which, any interest payment or Additional Amounts on a Global Security on an Interest Payment Date, will be paid and the manner in which any principal of or premium, if any, on any Global Security will be paid; (6) the period or periods within which, the price or prices at which, the Currency in which, and other terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company, if the Company is to have that option; (7) the obligation, if any, of the Company to redeem, repay or purchase Securities of the series pursuant to any sinking fund or analogous provision or at the option of a Holder thereof, and the period or periods within which, the price or prices at which, the Currency in which, and other terms and conditions upon which Securities of the series shall be redeemed, repaid or purchased, in whole or in part, pursuant to such obligation; 29 (8) if other than denominations of $1,000 and any integral multiple thereof, the denomination or denominations in which any Registered Securities of the series shall be issuable and, if other than denominations of $5,000, the denomination or denominations in which any Bearer Securities of the series shall be issuable; (9) if other than the Trustee, the identity of each Security Registrar and/or Paying Agent; (10) if other than the principal amount thereof, the portion of the principal amount of Securities of the series that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502 or the method by which such portion shall be determined; (11) if other than Dollars, the Currency in which payment of the principal of (or premium, if any) or interest, if any, on the Securities of the series shall be payable or in which the Securities of the series shall be denominated and the particular provisions applicable thereto in accordance with, in addition to or in lieu of any of the provisions of Section 312; (12) whether the amount of payments of principal of (or premium, if any) or interest, if any, on the Securities of the series may be determined with reference to an index, formula or other method (which index, formula or method may be based, without limitation, on one or more Currencies, commodities, equity indices or other indices), and the manner in which such amounts shall be determined;

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (13) whether the principal of (or premium, if any) or interest, if any, on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a Currency other than that in which such Securities are denominated or stated to be payable, the period or periods within which (including the Election Date), and the terms and conditions upon which, such election may be made, and the time and manner of determining the exchange rate between the Currency in which such Securities are denominated or stated to be payable and the Currency in which such Securities are to be so payable, in each case in accordance with, in addition to or in lieu of any of the provisions of Section 312; (14) the designation of the initial Exchange Rate Agent, if any; (15) the applicability, if any, of Sections 1402 and/or 1403 to the Securities of the series and any provisions in modification of, in addition to or in lieu of any of the provisions of Article Fourteen that shall be applicable to the Securities of the series; (16) provisions, if any, granting special rights to the Holders of Securities of the series upon the occurrence of such events as may be specified; (17) any deletions from, modifications of or additions to the Events of Default or covenants (including any deletions from, modifications of or additions to Section 1012) of the Company with respect to Securities of the series, whether or not 30 such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein; (18) (i) whether Securities of the series are to be issuable as Registered Securities, Bearer Securities (with or without coupons) or both, (ii) any restrictions applicable to the offer, sale or delivery of Bearer Securities, (iii) whether any Securities of the series are to be issuable initially in temporary global form and whether any Securities of the series are to be issuable in permanent global form with or without coupons and, if so, the manner in which Securities in temporary global form may be exchanged for Securities in permanent global form and whether beneficial owners of interests in any such permanent Global Security may exchange such interests for Securities (including certificated definitive Securities) of such series and of like tenor of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 305, (iv) whether (a) Registered Securities of the series may be exchanged for Bearer Securities of the series (if permitted by applicable laws and regulations), (b) Bearer Securities of the series may be exchanged for Registered Securities of such series, (c) Restricted Global Securities of the series may be exchanged for Regulation S Global Securities of the series, (d) Regulation S Global Securities of the series may be exchanged for Restricted Global Securities of the series or (e) Restricted Global Securities of the series may be exchanged for unrestricted Global Securities, and (v) the circumstances under which and the place or places where any such exchanges may be made and if Securities of the series are to be issuable in global form, the identity of any initial depository therefor; (19) the date as of which any Bearer Securities of the series and any temporary Global Security representing Outstanding Securities of the series shall be dated if other than the date of original issuance of the first Security of the series to be issued; (20) the Person to whom any interest on any Registered Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, the manner in which, or the Person to whom, any interest on any Bearer Security of the series shall be payable, if otherwise than upon presentation and surrender of the coupons appertaining thereto as they severally mature, and the extent to which, or the manner in which, any interest payable on a temporary Global Security on an Interest Payment Date will be paid if other than in the manner provided in Section 304; (21) if Securities of the series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary or Global Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and/or terms of such certificates, documents or conditions; (22) if the Securities of the series are to be issued upon the exercise of warrants, the time, manner and place for such Securities to be authenticated and delivered; 31 (23) whether, under what circumstances and the Currency in which the Company will pay additional amounts on the Securities of the series to any Holder who is not a United States person (including any modification to the definition of such term) in respect of any tax, assessment or governmental charge and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts (and the terms of any such option);

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (24) if the Securities of the series are to be convertible into or exchangeable for any securities of any Person (including the Company), the terms and conditions upon which such Securities will be so convertible or exchangeable; (25) if payment of the Securities of the series will be guaranteed by any other Person; (26) the extent and manner, if any, in which payment on or in respect of the Securities of the series will be senior or will be subordinated to the prior payment of other liabilities and obligations of the Company; and (27) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall not be inconsistent with the requirements of the Trust Indenture Act or the provisions of this Indenture). All Securities of any one series and the coupons appertaining to any Bearer Securities of such series shall be substantially identical except, in the case of Registered Securities, as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution (subject to Section 303) and set forth in such Officers' Certificate or in any such indenture supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of the terms of the series are established by action taken pursuant to one or more Board Resolutions, such Board Resolutions shall be delivered to the Trustee at or prior to the delivery of the Officers' Certificate setting forth the terms of the series. SECTION 302. Denominations. The Securities of each series shall be issuable in such denominations as shall be specified as contemplated by Section 301. With respect to Securities of any series denominated in Dollars, in the absence of any such provisions, the Registered Securities of such series, other than Registered Securities issued in global form (which may be of any denomination), shall be issuable in denominations of $1,000 and any integral multiple thereof and the Bearer Securities of such series, other than the Bearer Securities issued in global form (which may be of any denomination), shall be issuable in a denomination of $5,000. SECTION 303. Execution, Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman, its President or a Vice President together with any one of the 32 Secretary or Assistant Secretary and the Treasurer or Assistant Treasurer of the Company. The signature of any of these officers on the Securities or coupons may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series together with any coupon appertaining thereto, executed by the Company and endorsed by the Guarantor to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with such Company Order shall authenticate and deliver such Securities; provided, however, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States or Canada; and provided further that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate in the form set forth in Exhibit A-1 to this Indenture, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and cancelled. If not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining terms of particular Securities of such series such as interest rate, stated maturity, date of issuance and date from which interest shall accrue.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to TIA Sections 315(a) through 315(d)) shall be fully protected in relying upon, an Opinion or Opinions of Counsel of the Company and the Guarantor stating: (a) that the form or forms of such Securities and any coupons and the Guarantees have been established in conformity with the provisions of this Indenture; (b) that the terms of such Securities and any coupons and the Guarantees have been established in conformity with the provisions of this Indenture; 33 (c) that such Securities, together with any coupons appertaining thereto, and the Guarantees when completed by appropriate insertions and executed and delivered by the Company and the Guarantor to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Company and the Guarantor in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Company and the Guarantor, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors' rights, to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities and any coupons; (d) that all laws and requirements in respect of the execution and delivery by the Company of such Securities, any coupons, and of the supplemental indentures, if any, and by the Guarantor of such Guarantees and of the supplemental indenture, if any, have been complied with and that authentication and delivery of such Securities and any coupons and the execution and delivery of the supplemental indentures, if any, by the Trustee will not violate the terms of the Indenture; (e) that each of the Company and the Guarantor has the corporate power to issue such Securities and any coupons and the Guarantees, respectively, and has duly taken all necessary corporate action with respect to such issuance; and (f) that the issuance of such Securities and any coupons and the Guarantees will not contravene the articles of incorporation or by-laws of the Company or the Guarantor or result in any violation of any of the terms or provisions of any law or regulation or of any indenture, mortgage or other agreement known to such Counsel by which the Company or the Guarantor is bound. Notwithstanding the provisions of Section 301 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officers' Certificate otherwise required pursuant to Section 301 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, but such documents shall be delivered prior to or at the time of issuance of the first Security of such series. The Trustee shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Each Registered Security shall be dated the date of its authentication and each Bearer Security shall be dated as of the date specified as contemplated by Section 301. No Security or coupon or Guarantee endorsed thereon shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on 34 such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 310 together with a written statement (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. SECTION 304. Temporary Securities. Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced,

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form or, if authorized, in bearer form with one or more coupons or without coupons, having endorsed thereon a Guarantee executed by the Guarantor, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Such temporary Securities may be in global form. Except in the case of temporary Securities in global form (which shall be exchanged in accordance with the provisions of the following paragraphs), if temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series (accompanied by any unmatured coupons appertaining thereto), the Company and the Guarantor shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and provided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 303. Until so exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. If temporary Securities of any series are issued in global form, any such temporary Global Security shall, unless otherwise provided therein, be delivered to the London, England office of a depositary or common depositary (the "Common Depositary"), for the benefit of Euroclear and Clearstream, for credit to the respective accounts of the beneficial owners of such Securities (or to such other accounts as they may direct). 35 Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to the terms of, any such temporary Global Security (the "Exchange Date"), the Company shall deliver to the Trustee definitive Securities, in aggregate principal amount equal to the principal amount of such temporary Global Security, executed by the Company, having endorsed thereon a Guarantee executed by the Guarantor. On or after the Exchange Date such temporary Global Security shall be surrendered by the Common Depositary to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary Global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary Global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary Global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided, however, that, unless otherwise specified in such temporary Global Security, upon such presentation by the Common Depositary, such temporary Global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary Global Security held for its account then to be exchanged and a certificate dated the Exchange Date or a subsequent date and signed by Clearstream as to the portion of such temporary Global Security held for its account then to be exchanged, each in the form set forth in Exhibit A-3 to this Indenture (a "Depository Securities Certification") (or in such other form as may be established pursuant to Section 301); and provided further that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary Global Security only in compliance with the requirements of Section 303. Unless otherwise specified in such temporary Global Security, the interest of a beneficial owner of Securities of a series in a temporary Global Security shall be exchanged for definitive Securities of the same series and of like tenor following the Exchange Date when the account holder instructs Euroclear or Clearstream, as the case may be, to request such exchange on his behalf and delivers to Euroclear or Clearstream, as the case may be, a certificate in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and Clearstream, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary Global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary Global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like in the event that such Person does not take delivery of such definitive Securities in person at the offices of Euroclear or Clearstream. Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary Global Security shall be delivered only outside the United States and Canada.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary 36 Global Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and Clearstream on such Interest Payment Date upon delivery by Euroclear and Clearstream to the Trustee of a certificate or certificates in the form set forth in Exhibit A-3 to this Indenture (or in such other form as may be established pursuant to Section 301), for credit without further interest thereon on or after such Interest Payment Date to the respective accounts of the Persons who are the beneficial owners of such temporary Global Security on such Interest Payment Date and who have each delivered to Euroclear or Clearstream, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to Section 301). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs of this Section and of the third paragraph of Section 303 of this Indenture and the interests of the Persons who are the beneficial owners of the temporary Global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal (or premium, if any) or interest, if any, owing with respect to a beneficial interest in a temporary Global Security will be made unless and until such interest in such temporary Global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and Clearstream and not paid as herein provided shall be returned to the Trustee no later than one month prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company in accordance with Section 1003. SECTION 305. Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register for each series of Securities (the registers maintained in the Corporate Trust Office of the Trustee and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and of transfers of Registered Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Registered Securities and transfers of Registered Securities as herein provided. The Company shall have the right to remove and replace from time to time the Security Registrar for any series of Securities; provided that, no such removal or replacement shall be effective until a successor Security Registrar with respect to such series of Securities shall have been appointed by the Company and shall have accepted such appointment by the Company. In the event that the Trustee shall not be or shall cease to be the Security Registrar with respect to a series of Securities, it shall have the right to examine the Security Register for such series at all reasonable times. There shall be only one Security Register for such series of Securities. 37 Upon surrender for registration of transfer of any Registered Security of any series at the office or agency in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee, one or more new Registered Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor and having endorsed thereon a Guarantee executed by the Guarantor. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series, of any authorized denomination and of a like aggregate principal amount and tenor, upon surrender of the Registered Securities to be exchanged at such office or agency. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities, and the Guarantor shall execute the Guarantees endorsed thereon, which the Holder making the exchange is entitled to receive. Unless otherwise specified with respect to any series of Securities as contemplated by Section 301, Bearer Securities may not be issued in exchange for Registered Securities. If (but only if) expressly permitted in or pursuant to the applicable Board Resolution and (subject to Section 303) set forth in the applicable Officers' Certificate, or in any indenture supplemental hereto, delivered as contemplated by Section 301, at the option of the Holder, Bearer Securities of any series may be exchanged for Registered Securities of the same series of any authorized denomination

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document and of a like aggregate principal amount and tenor, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, any such permitted exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in a permitted exchange for a Registered Security of the same series and like tenor after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or proposed date for payment, as the case may be, and interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture. 38 Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive, and the Guarantor shall execute the Guarantees endorsed thereon. Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301, any permanent Global Security shall be exchangeable only as provided in this paragraph. If any beneficial owner of an interest in a permanent Global Security is entitled to exchange such interest for Securities of such series and of like tenor and principal amount of another authorized form and denomination, as specified as contemplated by Section 301 and provided that any applicable notice provided in the permanent Global Security shall have been given, then without unnecessary delay but in any event not later than the earliest date on which such interest may be so exchanged, the Company shall deliver to the Trustee definitive Securities in aggregate principal amount equal to the principal amount of such beneficial owner's interest in such permanent Global Security, executed by the Company and having a Guarantee executed by the Guarantor endorsed thereon. On or after the earliest date on which such interests may be so exchanged, such permanent Global Security shall be surrendered by the Common Depositary or such other depositary as shall be specified in the Company Order with respect thereto to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such permanent Global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent Global Security to be exchanged which, unless the Securities of the series are not issuable both as Bearer Securities and as Registered Securities, as specified as contemplated by Section 301, shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities to be redeemed and ending on the relevant Redemption Date if the Security for which exchange is requested may be among those selected for redemption; and provided, further, that no Bearer Security delivered in exchange for a portion of a permanent Global Security shall be mailed or otherwise delivered to any location in the United States or Canada. If a Registered Security is issued in exchange for any portion of a permanent Global Security after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such permanent Global Security is payable in accordance with the provisions of this Indenture.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document If at any time the Depositary for Securities of a series notifies the Company that it is unwilling, unable or no longer qualifies to continue as Depositary for Securities of such series or if at any time the Depositary for Securities of such series shall no longer be registered or in good standing under the Exchange Act, if required to be so registered, or other applicable statute or regulation, the Company shall appoint a successor depositary with respect to the Securities for 39 such series. If a successor to the Depositary for Securities is not appointed by the Company within 120 days after the Company receives such notice or becomes aware of such condition, as the case may be, the Company's election pursuant to Section 301 shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive registered form, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities. The Company may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In such event the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive registered form, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities. Upon the exchange of a Global Security for Securities in definitive registered form, such Global Security shall be cancelled by the Trustee. Securities issued in exchange for a Global Security pursuant to this Section shall be registered in such names and in such authorized denominations as the depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. The Trustee shall deliver such Securities to the persons in whose names such Securities are so registered. All Securities and Guarantees issued upon any registration of transfer or exchange of Securities and Guarantees shall be the valid obligations of the Company and the Guarantor, respectively, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities and the Guarantees surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 or 1305 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days before the day of the selection for redemption of Securities of that series under Section 1103 or 1203 and ending at the close of business on (A) if Securities of the series are issuable only as 40 Registered Securities, the day of the mailing of the relevant notice of redemption and (B) if Securities of the series are issuable as Bearer Securities, the day of the first publication of the relevant notice of redemption or, if Securities of the series are also issuable as Registered Securities and there is no publication, the mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Registered Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part, or (iii) to exchange any Bearer Security so selected for redemption except that such a Bearer Security may be exchanged for a Registered Security of that series and like tenor; provided that such Registered Security shall be simultaneously surrendered for redemption, or (iv) to issue, register the transfer of or exchange any Security which has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not to be so repaid. SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated Security or a Security with a mutilated coupon appertaining to it is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and of like tenor and principal amount having endorsed thereon a Guarantee executed by the Guarantor and bearing a number not contemporaneously outstanding, with coupons corresponding to the coupons, if any, appertaining to the surrendered Security, or, in case any such mutilated

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Security or coupon has become due and payable, the Company in its discretion may, instead of issuing a new Security, with coupons corresponding to the coupons, if any, appertaining to the surrendered Security, pay such Security or coupon. If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security or coupon and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security or coupon has been acquired by a bona fide purchaser, the Company shall execute and upon Company Order the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security or in exchange for the Security for which a destroyed, lost or stolen coupon appertains (with all appurtenant coupons not destroyed, lost or stolen), a new Security of the same series and of like tenor and principal amount having endorsed thereon a Guarantee executed by the Guarantor and bearing a number not contemporaneously outstanding, with coupons corresponding to the coupons, if any, appertaining to such destroyed, lost or stolen Security or to the Security to which such destroyed, lost or stolen coupon appertains. Notwithstanding the provisions of the previous two paragraphs, in case any such mutilated, destroyed, lost or stolen Security or coupon has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, with coupons corresponding to the coupons, if any, appertaining to such mutilated, destroyed, lost or stolen Security or to the Security to which such mutilated, destroyed, lost or stolen coupon appertains, pay such Security or coupon; provided, however, that payment of principal of (and premium, if any) and interest, if any, on Bearer Securities shall, except as otherwise provided in Section 1002, be payable only at an office or agency located outside the United States and Canada and, unless otherwise specified as contemplated by Section 301, any interest on Bearer 41 Securities shall be payable only upon presentation and surrender of the coupons appertaining thereto. Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security of any series with its coupons, if any, and the Guarantee endorsed thereon, issued pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for a Security to which a mutilated, destroyed, lost or stolen coupon appertains, shall constitute a contractual obligation of the Company and the Guarantor, respectively, whether or not the mutilated, destroyed, lost or stolen Security and its coupons, if any, or the mutilated, destroyed, lost or stolen coupon shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series and their coupons, if any, duly issued hereunder. The provisions of this Section, as amended or supplemented pursuant to this Indenture with respect to particular Securities or generally, are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities or coupons. SECTION 307. Payment of Interest; Interest Rights Preserved; Optional Interest Reset. (a) Unless otherwise provided as contemplated by Section 301 with respect to any series of Securities, interest, if any, on any Registered Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name such Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest at the office or agency of the Company maintained for such purpose pursuant to Section 1002; provided, however, that each installment of the principal of (and premium, if any) and interest, if any, on any Registered Security may at the Company's option be paid by (i) mailing a check for such interest, payable to or upon the written order of the Person entitled thereto pursuant to Section 309, to the address of such Person as it appears on the Security Register or (ii) wire transfer to an account located in the United States maintained by the Trustee, for further transfer by the Trustee to the appropriate payee on the Interest Payment Date. Unless otherwise provided as contemplated by Section 301 with respect to the Securities of any series, payment of interest, if any, may be made, in the case of a Bearer Security, by transfer to an account located outside the United States and Canada maintained by the payee, upon presentation and surrender of the coupons appertaining thereto. Unless otherwise provided as contemplated by Section 301, every permanent Global Security will provide that interest, if any, payable on any Interest Payment Date will be paid to each of Euroclear and Clearstream with respect to that portion of such permanent Global Security held for its account by the Common Depositary, for the purpose of permitting each of 42

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Euroclear and Clearstream to credit the interest, if any, received by it in respect of such permanent Global Security to the accounts of the beneficial owners thereof. Any interest on any Registered Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such defaulted interest and, if applicable, interest on such defaulted interest (to the extent lawful) at the rate specified in the Securities of such series (such defaulted interest and, if applicable, interest thereon herein collectively called "Defaulted Interest") may be paid by the Company, at its election in each case, as provided in clause (1) or (2) below: (1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Registered Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Registered Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)) equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given in the manner provided in Section 106, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so given, such Defaulted Interest shall be paid to the Persons in whose name the Registered Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2). (2) The Company may make payment of any Defaulted Interest on the Registered Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee. (b) The provisions of this Section 307(b) may be made applicable to any series of Securities pursuant to Section 301 (with such modifications, additions or substitutions 43 as may be specified pursuant to such Section 301). The interest rate (or the spread or spread multiplier used to calculate such interest rate, if applicable) on any Security of such series may be reset by the Company on the date or dates specified on the face of such Security (each an "Optional Reset Date"). The Company may exercise such option with respect to such Security by notifying the Trustee of such exercise at least 50 but not more than 60 days prior to an Optional Reset Date for such Note, which notice shall specify the information to be included in the Reset Notice (as defined). Not later than 40 days prior to each Optional Reset Date, the Trustee shall transmit, in the manner provided for in Section 106, to the Holder of any such Security a notice (the "Reset Notice") indicating whether the Company has elected to reset the interest rate (or the spread or spread multiplier used to calculate such interest rate, if applicable), and if so (i) such new interest rate (or such new spread or spread multiplier, if applicable) and (ii) the provisions, if any, for redemption during the period from such Optional Reset Date to the next Optional Reset Date or if there is no such next Optional Reset Date, to the Stated Maturity Date of such Security (each such period a "Subsequent Interest Period"), including the date or dates on which or the period or periods during which and the price or prices at which such redemption may occur during the Subsequent Interest Period. Notwithstanding the foregoing, not later than 20 days prior to the Optional Reset Date, the Company may, at its option, revoke the interest rate (or the spread or spread multiplier used to calculate such interest rate, if applicable) provided for in the Reset Notice and establish an interest rate (or a spread or spread multiplier used to calculate such interest rate, if applicable) that is higher than the interest rate (or the spread or spread multiplier, if applicable) provided for in the Reset Notice, for the Subsequent Interest Period by causing the Trustee to transmit, in the manner provided for in Section 106, notice of such higher interest rate (or such higher spread or spread

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document multiplier, if applicable) to the Holder of such Security. Such notice shall be irrevocable. All Securities with respect to which the interest rate (or the spread or spread multiplier used to calculate such interest rate, if applicable) is reset on an Optional Reset Date, and with respect to which the Holders of such Securities have not tendered such Securities for repayment (or have validly revoked any such tender) pursuant to the next succeeding paragraph, will bear such higher interest rate (or such higher spread or spread multiplier, if applicable). The Holder of any such Security will have the option to elect repayment by the Company of the principal of such Security on each Optional Reset Date at a price equal to the principal amount thereof plus interest accrued to such Optional Reset Date. In order to obtain repayment on an Optional Reset Date, the Holder must follow the procedures set forth in Article Thirteen for repayment at the option of Holders except that the period for delivery or notification to the Trustee shall be at least 25 but not more than 35 days prior to such Optional Reset Date and except that, if the Holder has tendered any Security for repayment pursuant to the Reset Notice, the Holder may, by written notice to the Trustee, revoke such tender or repayment until the close of business on the tenth day before such Optional Reset Date. Subject to the foregoing provisions of this Section and Section 305, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. SECTION 308. Optional Extension of Stated Maturity. 44 The provisions of this Section 308 may be made applicable to any series of Securities pursuant to Section 301 (with such modifications, additions or substitutions as may be specified pursuant to such Section 301). The Stated Maturity of any Security of such series may be extended at the option of the Company for the period or periods specified on the face of such Security (each an "Extension Period") up to but not beyond the date (the "Final Maturity") set forth on the face of such Security. The Company may exercise such option with respect to any Security by notifying the Trustee of such exercise at least 50 but not more than 60 days prior to the Stated Maturity of such Security in effect prior to the exercise of such option (the "Original Stated Maturity"). If the Company exercises such option, the Trustee shall transmit, in the manner provided for in Section 106, to the Holder of such Security not later than 40 days prior to the Original Stated Maturity a notice (the "Extension Notice") indicating (i) the election of the Company to extend the Stated Maturity, (ii) the new Stated Maturity, (iii) the interest rate, if any, applicable to the Extension Period and (iv) the provisions, if any, for redemption during such Extension Period. Upon the Trustee's transmittal of the Extension Notice, the Stated Maturity of such Security shall be extended automatically and, except as modified by the Extension Notice and as described in the next paragraph, such Security will have the same terms as prior to the transmittal of such Extension Notice. Notwithstanding the foregoing, not later than 20 days before the Original Stated Maturity of such Security, the Company may, at its option, revoke the interest rate provided for in the Extension Notice and establish a higher interest rate for the Extension Period by causing the Trustee to transmit, in the manner provided for in Section 106, notice of such higher interest rate to the Holder of such Security. Such notice shall be irrevocable. All Securities with respect to which the Stated Maturity is extended will bear such higher interest rate. If the Company extends the Maturity of any Security, the Holder will have the option to elect repayment of such Security by the Company on the Original Stated Maturity at a price equal to the principal amount thereof, plus interest accrued to such date. In order to obtain repayment on the Original Stated Maturity once the Company has extended the Maturity thereof, the Holder must follow the procedures set forth in Article Thirteen for repayment at the option of Holders, except that the period for delivery or notification to the Trustee shall be at least 25 but not more than 35 days prior to the Original Stated Maturity and except that, if the Holder has tendered any Security for repayment pursuant to an Extension Notice, the Holder may by written notice to the Trustee revoke such tender for repayment until the close of business on the tenth day before the Original Stated Maturity. SECTION 309. Persons Deemed Owners. Prior to due presentment of a Registered Security for registration of transfer, the Company, the Guarantor, the Trustee and any agent of any of the foregoing may treat the Person in whose name such Registered Security is registered as the owner of such Registered Security for the purpose of receiving payment of principal of (and premium, if any) and (subject to Sections 305 and 307) interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and none of the Company, the Guarantor, the Trustee or any agent of any of the foregoing shall be affected by notice to the contrary. 45

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Title to any Bearer Security and any coupons appertaining thereto shall pass by delivery. The Company, the Guarantor, the Trustee and any agent of any of the foregoing may treat the bearer of any Bearer Security and the bearer of any coupon as the absolute owner of such Security or coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not such Security or coupons be overdue, and none of the Company, the Guarantor, the Trustee or any agent of any of the foregoing shall be affected by notice to the contrary. None of the Company, the Guarantor, the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the foregoing, with respect to any Global Security, nothing herein shall prevent the Company, the Trustee, or any agent of any of the foregoing from giving effect to any written certification, proxy or other authorization furnished by any depositary, as a Holder, with respect to such Global Security or impair, as between such depositary and owners of beneficial interests in such Global Security, the operation of customary practices governing the exercise of the rights of such depositary (or its nominee) as Holder of such Global Security. SECTION 310. Cancellation. All Securities and coupons surrendered for payment, redemption, repayment at the option of the Holder, registration of transfer or exchange or for credit against any current or future sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee. All Securities and coupons so delivered to the Trustee shall be promptly cancelled by it. The Company or the Guarantor may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company or the Guarantor may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. If the Company shall so acquire any of the Securities, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities unless and until the same are surrendered to the Trustee for cancellation. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of by the Trustee in accordance with its customary procedures and certification of their disposal delivered to the Company unless by Company Order the Company shall direct that cancelled Securities be returned to it. SECTION 311. Computation of Interest. Except as otherwise specified as contemplated by Section 301 with respect to any Securities, interest, if any, on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months. For the purposes of disclosure under the Interest Act 46 (Canada), the yearly rate of interest to which interest calculated under a Security for any period in any calendar year (the "calculation period") is equivalent, is the rate payable under a Security in respect of the calculation period multiplied by a fraction the numerator of which is the actual number of days in such calendar year and the denominator of which is the actual number of days in the calculation period. SECTION 312. Currency and Manner of Payments in Respect of Securities. (a) With respect to Registered Securities of any series not permitting the election provided for in paragraph (b) below or the Holders of which have not made the election provided for in paragraph (b) below, and with respect to Bearer Securities of any series, except as provided in paragraph (d) below, payment of the principal of (and premium, if any) and interest, if any, on any Registered or Bearer Security of such series will be made in the Currency in which such Registered Security or Bearer Security, as the case may be, is payable. The provisions of this Section 312 may be modified or superseded with respect to any Securities pursuant to Section 301. (b) It may be provided pursuant to Section 301 with respect to Registered Securities of any series that Holders shall have the option, subject to paragraphs (d) and (e) below, to receive payments of principal of (or premium, if any) or interest, if any, on such Registered Securities in any of the Currencies which may be designated for such election by delivering to the Trustee a written election with signature guarantees and in the applicable form established pursuant to Section 301, not later than the close of business on the Election Date immediately preceding the applicable payment date. If a Holder so elects to receive such payments in any such Currency, such election will remain in effect for such Holder or any transferee of such Holder until changed by such Holder or such transferee by written notice to the Trustee (but any such change must be made not later than the close of business on the Election Date immediately preceding the next payment date to be effective for the payment to be made on such payment date and no such change of election may

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document be made with respect to payments to be made on any Registered Security of such series with respect to which an Event of Default has occurred or with respect to which the Company has deposited funds pursuant to Article Four or Fourteen or with respect to which a notice of redemption has been given by the Company or a notice of option to elect repayment has been sent by such Holder or such transferee). Any Holder of any such Registered Security who shall not have delivered any such election to the Trustee not later than the close of business on the applicable Election Date will be paid the amount due on the applicable payment date in the relevant Currency as provided in Section 312(a). The Trustee shall notify the Exchange Rate Agent as soon as practicable after the Election Date of the aggregate principal amount of Registered Securities for which Holders have made such written election. (c) Unless otherwise specified pursuant to Section 301, if the election referred to in paragraph (b) above has been provided for pursuant to Section 301, then, unless otherwise specified pursuant to Section 301, not later than the fourth Business Day after the Election Date for each payment date for Registered Securities of any series, the Exchange Rate Agent will deliver to the Company a written notice specifying, in the Currency in which Registered Securities of such series are payable, the respective aggregate amounts of principal of (and premium, if any) and interest, if any, on the Registered Securities to be paid on such payment 47 date, specifying the amounts in such Currency so payable in respect of the Registered Securities as to which the Holders of Registered Securities of such series shall have elected to be paid in another Currency as provided in paragraph (b) above. If the election referred to in paragraph (b) above has been provided for pursuant to Section 301 and if at least one Holder has made such election, then, unless otherwise specified pursuant to Section 301, on the second Business Day preceding such payment date the Company will deliver to the Trustee for such series of Registered Securities an Exchange Rate Officer's Certificate in respect of the Dollar or Foreign Currency payments to be made on such payment date. Unless otherwise specified pursuant to Section 301, the Dollar or Foreign Currency amount receivable by Holders of Registered Securities who have elected payment in a Currency as provided in paragraph (b) above shall be determined by the Company on the basis of the applicable Market Exchange Rate in effect on the third Business Day (the "Valuation Date") immediately preceding each payment date, and such determination shall be conclusive and binding for all purposes, absent manifest error. (d) If a Conversion Event occurs with respect to a Foreign Currency in which any of the Securities are denominated or payable other than pursuant to an election provided for pursuant to paragraph (b) above, then with respect to each date for the payment of principal of (and premium, if any) and interest, if any, on the applicable Securities denominated or payable in such Foreign Currency occurring after the last date on which such Foreign Currency was used (the "Conversion Date"), the Dollar shall be the Currency of payment for use on each such payment date. Unless otherwise specified pursuant to Section 301, the Dollar amount to be paid by the Company to the Trustee and by the Trustee or any Paying Agent to the Holders of such Securities with respect to such payment date shall be, in the case of a Foreign Currency other than a currency unit, the Dollar Equivalent of the Foreign Currency or, in the case of a currency unit, the Dollar Equivalent of the Currency Unit, in each case as determined by the Exchange Rate Agent in the manner provided in paragraph (f) or (g) below. (e) Unless otherwise specified pursuant to Section 301, if the Holder of a Registered Security denominated in any Currency shall have elected to be paid in another Currency as provided in paragraph (b) above, and a Conversion Event occurs with respect to such elected Currency, such Holder shall receive payment in the Currency in which payment would have been made in the absence of such election; and if a Conversion Event occurs with respect to the Currency in which payment would have been made in the absence of such election, such Holder shall receive payment in Dollars as provided in paragraph (d) above. (f) The "Dollar Equivalent of the Foreign Currency" shall be determined by the Exchange Rate Agent and shall be obtained for each subsequent payment date by converting the specified Foreign Currency into Dollars at the Market Exchange Rate on the Conversion Date. (g) The "Dollar Equivalent of the Currency Unit" shall be determined by the Exchange Rate Agent and subject to the provisions of paragraph (h) below shall be the sum of each amount obtained by converting the Specified Amount of each Component Currency into Dollars at the Market Exchange Rate for such Component Currency on the Valuation Date with respect to each payment. 48 (h) For purposes of this Section 312 the following terms shall have the following meanings: A "Component Currency" shall mean any Currency which, on the Conversion Date, was a component currency of the relevant currency unit, including, but not limited to, the Euro. A "Specified Amount" of a Component Currency shall mean the number of units of such Component Currency or fractions thereof which were represented in the relevant currency unit, including, but not limited to, the Euro, on the

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Conversion Date. If after the Conversion Date the official unit of any Component Currency is altered by way of combination or subdivision, the Specified Amount of such Component Currency shall be divided or multiplied in the same proportion. If after the Conversion Date two or more Component Currencies are consolidated into a single currency, the respective Specified Amounts of such Component Currencies shall be replaced by an amount in such single Currency equal to the sum of the respective Specified Amounts of such consolidated Component Currencies expressed in such single Currency, and such amount shall thereafter be a Specified Amount and such single Currency shall thereafter be a Component Currency. If after the Conversion Date any Component Currency shall be divided into two or more currencies, the Specified Amount of such Component Currency shall be replaced by amounts of such two or more currencies, having an aggregate Dollar Equivalent value at the Market Exchange Rate on the date of such replacement equal to the Dollar Equivalent value of the Specified Amount of such former Component Currency at the Market Exchange Rate immediately before such division and such amounts shall thereafter be Specified Amounts and such currencies shall thereafter be Component Currencies. If, after the Conversion Date of the relevant currency unit, including, but not limited to, the Euro, a Conversion Event (other than any event referred to above in this definition of "Specified Amount") occurs with respect to any Component Currency of such currency unit and is continuing on the applicable Valuation Date, the Specified Amount of such Component Currency shall, for purposes of calculating the Dollar Equivalent of the Currency Unit, be converted into Dollars at the Market Exchange Rate in effect on the Conversion Date of such Component Currency. "Election Date" shall mean the date for any series of Registered Securities as specified pursuant to clause (13) of Section 301 by which the written election referred to in paragraph (b) above may be made. All decisions and determinations of the Exchange Rate Agent regarding the Dollar Equivalent of the Foreign Currency, the Dollar Equivalent of the Currency Unit, the Market Exchange Rate and changes in the Specified Amounts as specified above shall be in its sole discretion and shall, in the absence of manifest error, be conclusive for all purposes and irrevocably binding upon the Company, the Trustee and all Holders of such Securities denominated or payable in the relevant Currency. The Exchange Rate Agent shall promptly give written notice to the Company and the Trustee of any such decision or determination. In the event that the Company determines in good faith that a Conversion Event has occurred with respect to a Foreign Currency, the Company will immediately give written 49 notice thereof to the Trustee and to the Exchange Rate Agent (and the Trustee will promptly thereafter give notice in the manner provided for in Section 106 to the affected Holders) specifying the Conversion Date. In the event the Company so determines that a Conversion Event has occurred with respect to the Euro or any other currency unit in which Securities are denominated or payable, the Company will immediately give written notice thereof to the Trustee and to the Exchange Rate Agent (and the Trustee will promptly thereafter give notice in the manner provided for in Section 106 to the affected Holders) specifying the Conversion Date and the Specified Amount of each Component Currency on the Conversion Date. In the event the Company determines in good faith that any subsequent change in any Component Currency as set forth in the definition of Specified Amount above has occurred, the Company will similarly give written notice to the Trustee and the Exchange Rate Agent. The Trustee shall be fully justified and protected in relying and acting upon information received by it from the Company and the Exchange Rate Agent and shall not otherwise have any duty or obligation to determine the accuracy or validity of such information independent of the Company or the Exchange Rate Agent. SECTION 313. Appointment and Resignation of Successor Exchange Rate Agent. (a) Unless otherwise specified pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent. The Company will cause the Exchange Rate Agent to make the necessary foreign exchange determinations at the time and in the manner specified pursuant to Section 301 for the purpose of determining the applicable rate of exchange and, if applicable, for the purpose of converting the issued Currency into the applicable payment Currency for the payment of principal (and premium, if any) and interest, if any, pursuant to Section 312. (b) No resignation of the Exchange Rate Agent and no appointment of a successor Exchange Rate Agent pursuant to this Section shall become effective until the acceptance of appointment by the successor Exchange Rate Agent as evidenced by a written instrument delivered to the Company and the Trustee.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (c) If the Exchange Rate Agent shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Exchange Rate Agent for any cause with respect to the Securities of one or more series, the Company, by or pursuant to a Board Resolution, shall promptly appoint a successor Exchange Rate Agent or Exchange Rate Agents with respect to the Securities of that or those series (it being understood that any such successor Exchange Rate Agent may be appointed with respect to the Securities of one or more or all of such series and that, unless otherwise specified pursuant to Section 301, at any time there shall only be one Exchange Rate Agent with respect to the Securities of any particular series that are originally issued by the Company on the same date and that are initially denominated and/or payable in the same Currency). 50 SECTION 314. Global Securities. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary. SECTION 315. CUSIP Numbers. The Company in issuing the Securities may use "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee in writing of any change in the "CUSIP" numbers.

ARTICLE FOUR

SATISFACTION AND DISCHARGE SECTION 401. Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to any series of Securities specified in such Company Request (except as to any surviving rights of registration of transfer or exchange of Securities of such series expressly provided for herein or pursuant hereto and any right to receive Additional Amounts as contemplated by Section 1005) and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series when (1) either (A) all Securities of such series theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 305, (ii) Securities and coupons of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 1106, and (iv) Securities and coupons of such series for whose payment money has theretofore been deposited in trust with the Trustee or any Paying Agent or segregated and held in trust by the Company and thereafter repaid to the Company, as provided in Section 1003) have been delivered to the Trustee for cancellation; or 51 (B) all Securities of such series and, in the case of (i) or (ii) below, any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose an amount in the Currency in which the Securities of such series are payable, sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and interest, if any, to the date of such deposit (in the

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company or the Guarantor has paid or caused to be paid all other sums payable hereunder by the Company or the Guarantor, as the case may be, and (3) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 607, the obligations of the Trustee to any Authenticating Agent under Section 612 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003 and the obligations of the Guarantor under Section 1005 shall survive such satisfaction and discharge. SECTION 402. Application of Trust Money. Subject to the provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the provisions of the Securities, the coupons and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest, if any, for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law. 52

ARTICLE FIVE

REMEDIES SECTION 501. Events of Default. "Event of Default", wherever used herein with respect to Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), unless such event is specifically deleted or modified in or pursuant to a supplemental indenture, Board Resolution or Officers' Certificate establishing the terms of such series pursuant to Section 301 of this Indenture: (1) default in the payment of the principal of (or premium, if any, on) any Security of that series at its Maturity; or (2) default in the payment of any interest or Additional Amounts on any Security of that series, or any related coupon, when such interest or coupon becomes due and payable, and continuance of such default for a period of 30 days; or (3) default in the deposit of any sinking fund payment, if, when and as due by the terms of the Securities of that series and Article Twelve; or (4) default in the performance, or breach, of any covenant or warranty of the Company or the Guarantor in this Indenture in respect of the Securities of that series (other than a default in the performance, or breach of a covenant or warranty which is specifically dealt with elsewhere in this Section), and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Company and the Guarantor by the Trustee or to the Company, the Guarantor and the Trustee by the Holders of at least 25% in principal amount of all Outstanding Securities affected thereby, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; or (5) failure to pay when due, after the expiration of any applicable grace period, any portion of the principal of, or involuntary acceleration of the maturity of, indebtedness for borrowed money of the Guarantor, the Company or any Subsidiary of the Guarantor having an aggregate principal amount outstanding in excess of the greater of $50,000,000 and 5% of Consolidated Net Tangible Assets of the Guarantor; or (6) a final judgment or order or final judgments or orders for the payment of money are entered against the Company, the Guarantor or any subsidiary of the Guarantor in an uninsured or unindemnified aggregate amount in excess of the greater of $50,000,000 and 5% of Consolidated Net Tangible Assets of the Guarantor by a court or courts of competent jurisdiction, which judgments or orders are not discharged, waived, stayed, satisfied or bonded within a period (during which execution will not be

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 53 effectively stayed) of 60 consecutive days after the right to appeal all such judgments or orders has expired; or (7) the Company, the Guarantor or any Significant Subsidiary of the Guarantor pursuant to or under or within the meaning of any Bankruptcy Law: (i) commences a voluntary case or proceeding; (ii) consents to the entry of a Bankruptcy Order in an involuntary case or proceeding or the commencement of any case against it; (iii) consents to the appointment of a Custodian of it or for any substantial part of its property; (iv) makes a general assignment for the benefit of its creditors or files a proposal or other scheme of arrangement involving the rescheduling or composition of its indebtedness; (v) files a petition in bankruptcy or an answer or consent seeking reorganization or relief; or (vi) consents to the filing of such petition in bankruptcy or the appointment of or taking possession by a Custodian; or (8) a court of competent jurisdiction in any involuntary case or proceeding enters a Bankruptcy Order against the Company, the Guarantor or any Significant Subsidiary of the Guarantor, and such Bankruptcy Order remains unstayed and in effect for 15 consecutive days; or (9) a Custodian shall be appointed out of court with respect to the Company, the Guarantor or any Significant Subsidiary of the Guarantor, or with respect to all or any substantial part of the property of the Company, the Guarantor or any Significant Subsidiary of the Guarantor, or any encumbrancer shall take possession of all or any substantial part of the property of the Company, the Guarantor or any Significant Subsidiary of the Guarantor; or (10) any other Event of Default provided with respect to Securities of that series. "Bankruptcy Law" means the Federal Bankruptcy Code, Bankruptcy and Insolvency Act (Canada) or any other Canadian federal or provincial law or the law of any other jurisdiction relating to bankruptcy, insolvency, winding up, liquidation, reorganization or relief of debtors. "Custodian" means any receiver, interim receiver, receiver and manager, trustee, assignee, liquidator, sequestrator or similar official under any Bankruptcy Law or any other person with like powers. "Bankruptcy Order" means any court order made in a proceeding pursuant to or within the meaning of any Bankruptcy Law, containing an adjudication of bankruptcy or insolvency, or providing for liquidation, winding up, dissolution or reorganization, or appointing a Custodian of a debtor or of all or any substantial part of a debtor's property, or 54 providing for the staying, arrangement, adjustment or composition of indebtedness or other relief of a debtor. SECTION 502. Acceleration of Maturity; Rescission and Annulment. If an Event of Default described in clause (1), (2) or (3) of Section 501 with respect to Securities of any series at the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount (or, if the Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the principal amount as may be specified in the terms of such affected series) of all of the Securities of that series and all interest thereon to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified portion thereof) shall become immediately due and payable. If an Event of Default described in clause (4) or (10) of Section 501 occurs and is continuing with respect to the Securities of one or more series, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of all series affected thereby (as one class) may declare the principal amount (or, if any such Securities are Original Issue Discount Securities or Indexed Securities, such portion of the principal amount as may be specified in the terms of such affected series) of all of the Outstanding Securities of such affected series and all interest thereon to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders) and upon any such declaration such principal amount (or specified portion thereof) shall become immediately due and payable. If an Event of Default described in clause (5), (6), (7), (8) or (9) of Section 501 occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of all the Securities then Outstanding (as a class) may declare the principal amount (or, if any such Securities are Original Issue Discount Securities or Indexed Securities, such portion of the principal amount as may be specified in the terms of that series) of all of the Outstanding Securities and all interest thereon to be due and payable immediately, by a notice in writing to the Company (and to the

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Trustee if given by the Holders), and upon any such declaration such principal amount (or specified portion thereof) shall become immediately due and payable. At any time after a declaration of acceleration with respect to Securities of any series (or of all series, as the case may be) has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of a majority in principal amount of the Outstanding Securities of that series (or of all series, as the case may be), by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (1) the Company or the Guarantor has paid or deposited with the Trustee a sum sufficient to pay in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)), (A) all overdue interest, if any, on all Outstanding Securities of that series (or of all series, as the case may be) and any related coupons, 55 (B) all unpaid principal of (and premium, if any) any Outstanding Securities of that series (or of all series, as the case may be) which has become due otherwise than by such declaration of acceleration, and interest on such unpaid principal at the rate or rates prescribed therefor in such Securities, (C) interest on overdue interest, if any, at the rate or rates prescribed therefor in such Securities, and (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (2) all Events of Default with respect to Securities of that series (or of all series, as the case may be), other than the non- payment of amounts of principal of (or premium, if any, on) or interest on Securities of that series (or of all series, as the case may be) which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 513. No such rescission shall affect any subsequent default or impair any right consequent thereon. SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: (1) default is made in the payment of any installment of interest on any Security and any related coupon when such interest becomes due and payable and such default continues for a period of 30 days, or (2) default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof, then the Company will, upon demand of the Trustee, pay to the Trustee for the benefit of the Holders of such Securities and coupons, the whole amount then due and payable on such Securities and coupons for principal (and premium, if any) and interest, if any, and interest on any overdue principal (and premium, if any) and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company, the Guarantor or any other obligor upon such Securities and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company, the Guarantor or any other obligor upon such Securities, wherever situated. 56 If an Event of Default with respect to Securities of any series (or of all series, as the case may be) occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series (or of all series, as the case may be) by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. SECTION 504. Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company, the Guarantor or any other obligor upon the Securities or the property of the Company, the Guarantor or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document have made any demand on the Company or the Guarantor for the payment of overdue principal, premium, if any, or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, (i) to file a proof of claim for the whole amount of principal (and premium, if any), or such portion of the principal amount of any series of Original Issue Discount Securities or Indexed Securities as may be specified in the terms of such series, and interest, if any, owing and unpaid in respect of the Securities or the Guarantees and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and (ii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. SECTION 505. Trustee May Enforce Claims Without Possession of Securities. All rights of action and claims under this Indenture, the Securities or coupons or the Guarantees may be prosecuted and enforced by the Trustee without the possession of any of the Securities or coupons or the production thereof in any proceeding relating thereto, and any 57 such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities and coupons in respect of which such judgment has been recovered. SECTION 506. Application of Money Collected. Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (or premium, if any) or interest, if any, upon presentation of the Securities or coupons, or both, as the case may be, and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: First: To the payment of all amounts due the Trustee under Section 607; Second: To the payment of the amounts then due and unpaid for principal of (and premium, if any) and interest, if any, on the Securities and coupons in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities and coupons for principal (and premium, if any) and interest, if any, respectively; and Third: The balance, if any, to the Person or Persons entitled thereto. SECTION 507. Limitation on Suits. No Holder of any Security of any series or any related coupons shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, the Securities or the Guarantees, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series; (2) the Holders of not less than 25% in principal amount of the Outstanding Securities of all series affected by such Event of Default (determined as provided in Section 502 and as one class), shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request;

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority or more in principal 58 amount of the Outstanding Securities of all series affected by such Event of Default (determined as provided in Section 502 and as one class); it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Outstanding Securities of such affected series, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all Holders of Outstanding Securities of such affected series. SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and Interest. Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment, as provided herein (including, if applicable, Article Fourteen) and in such Security, of the principal of (and premium, if any) and (subject to Section 307) interest, if any, on, such Security or payment of such coupon on the respective Stated Maturities expressed in such Security or coupon (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder. SECTION 509. Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Guarantor, the Trustee and the Holders of Securities and coupons shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted. SECTION 510. Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities or coupons in the last paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders of Securities or coupons is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. SECTION 511. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Security or coupon to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be 59 exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. SECTION 512. Control by Holders. The Holders of not less than a majority in principal amount of the Outstanding Securities of all series affected by an Event of Default (determined as provided in Section 502 and as one class) shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Outstanding Securities of such affected series, provided in each case (1) such direction shall not be in conflict with any rule of law or with this Indenture, (2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and (3) the Trustee need not take any action which might involve it in personal liability or be unjustly prejudicial to the Holders of Outstanding Securities of such affected series not consenting. SECTION 513. Waiver of Past Defaults.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Subject to Section 502, the Holders of not less than a majority in principal amount of the Outstanding Securities of all series with respect to which a Default shall have occurred and be continuing (as one class) may on behalf of the Holders of all the Outstanding Securities of such affected series waive any past Default, and its consequences, except a Default (1) in respect of the payment of the principal of (or premium, if any) or interest, if any, on any Security or any related coupon or the payment of Additional Amounts, or (2) in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Security of such affected series. Upon any such waiver, any such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. SECTION 514. Waiver of Stay or Extension Laws. Each of the Company and the Guarantor covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; 60 and each of the Company and the Guarantor (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. SECTION 515. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorney's fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 515 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 507 hereof, or a suit by Holders of more than 10% in principal amount of the then Outstanding Securities.

ARTICLE SIX

THE TRUSTEE SECTION 601. Certain Duties and Responsibilities. (1) Except during the continuance of an Event of Default, (a) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (b) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (2) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (3) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that 61 (a) this Subsection shall not be construed to limit the effect of Subsection (1) of this Section; (b) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the Outstanding Securities of any series, determined as provided in Sections 101, 104 and 512, relating to the time, method and place of conducting

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section. SECTION 602. Notice of Defaults. Within 90 days after the occurrence of any Default hereunder with respect to the Securities of any series, the Trustee shall transmit in the manner and to the extent provided in TIA Section 313(c), notice of such default hereunder known to the Trustee, unless such Default shall have been cured or waived; provided, however, that, except in the case of a Default in the payment of the principal of (or premium, if any) or interest, if any, on any Security of such series or in the payment of any sinking fund installment with respect to Securities of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interest of the Holders of Securities of such series and any related coupons; and provided further that in the case of any Default of the character specified in Section 501(4) with respect to Securities of such series, no such notice to Holders shall be given until at least 30 days after the occurrence thereof. For the purpose of this Section, the term "default" means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series. SECTION 603. Certain Rights of Trustee. Subject to the provisions of Section 601: (1) the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (2) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; (3) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any 62 action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers' Certificate; (4) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (5) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities of any series or any related coupons pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (6) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation; (7) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; (8) the Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (9) the Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is sent to the Trustee at the Corporate Trust Office of the Trustee in accordance with the provisions of this Indenture, and such notice references the Securities and this Indenture; (10) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder; and (11) the Trustee may request that the Company deliver an Officer's Certificate setting forth the names of individuals and/or titles of officers authorized at such time to 63 take specified actions pursuant to this Indenture, which Officer's Certificate may be signed by any person authorized to sign an Officer's Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded. The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. SECTION 604. Trustee Not Responsible for Recitals or Issuance of Securities. The recitals contained herein and in the Securities, except for the Trustee's certificates of authentication, and in any coupons shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities or coupons, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Securities and perform its obligations hereunder and that the statements made by it in a Statement of Eligibility on Form T-1 supplied to the Company are true and accurate, subject to the qualifications set forth therein. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof. SECTION 605. May Hold Securities. The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company or of the Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities and coupons and, subject to TIA Sections 310(b) and 311, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent. A Trustee that has resigned or was removed shall remain subject to Section 311(a) of the TIA. SECTION 606. Money Held in Trust. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company. SECTION 607. Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or 64 made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or willful misconduct; and (3) to indemnify each of the Trustee, any predecessor Trustee and their agents for, and to hold them harmless against, any loss, damage, claims, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document claim or liability in connection with the exercise or performance of any of its powers or duties hereunder or in connection with the enforcement of the provisions of this Section. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a claim prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6) or (7), the expenses (including reasonable charges and expense of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable United States or Canadian federal, state or provincial bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture and the resignation or removal of the Trustee. SECTION 608. Corporate Trustee Required; Eligibility. There shall be at all times a Trustee hereunder which shall be eligible to act as Trustee under TIA Section 310(a)(1) and shall have a combined capital and surplus of at least $50,000,000. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of Federal, State, territorial or District of Columbia supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. SECTION 609. Resignation and Removal; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of 65 appointment by the successor Trustee in accordance with the applicable requirements of Section 610. (b) The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 610 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee, at the expense of the Company, may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. (c) The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of not less than a majority in principal amount of the Outstanding Securities of such series, delivered to the Trustee and to the Company. If the instrument of acceptance by a successor Trustee required by Section 610 shall not have been delivered to the Company and the Trustee within 30 days after the giving of such notice of removal, the removed Trustee, at the expense of the Company, may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. (d) If at any time: (1) the Trustee shall fail to comply with the provisions of TIA Section 310(b) after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or (2) the Trustee shall cease to be eligible under Section 608 and shall fail to resign after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or (3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (i) the Company, by a Board Resolution, may remove the Trustee with respect to all Securities or the Securities of one or more series, or (ii) subject to TIA Section 315(e), any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees. (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document respect to the Securities of any particular series). If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall 66 be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment in the manner hereinafter provided, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. (f) The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series to the Holders of Securities of such series in the manner provided for in Section 106. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office. SECTION 610. Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. (b) In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co- trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture 67 the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. Whenever there is a successor Trustee with respect to one or more (but less than all) series of securities issued pursuant to this Indenture, the terms "Indenture" and "Securities" shall have the meanings specified in the provisos to the respective definitions of those terms in Section 101 which contemplate such situation. (c) Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as the case may be. (d) No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article. SECTION 611. Merger, Conversion, Consolidation or Succession to Business.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities. In case any of the Securities shall not have been authenticated by such predecessor Trustee, any successor Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor Trustee. In all such cases such certificates shall have the full force and effect which this Indenture provides for the certificate of authentication of the Trustee; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation. SECTION 612. Appointment of Authenticating Agent. At any time when any of the Securities remain Outstanding, the Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in 68 Section 106. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 607. 69

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate certificate of authentication in the following form: Dated: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [NAME OF TRUSTEE], as Trustee

By: as Authenticating Agent

By: as Authenticating Agent SECTION 613. Preferential Collection of Claims. If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Debt Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor). SECTION 614. Trustee's Application for Instructions from the Company. Any application by the Trustee for written instructions from the Company may, at the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective. The Trustee shall not be liable for any action taken by, or omission of, the Trustee in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than fifteen Business Days after the date any officer of the Company actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Trustee shall have received written instructions in response to such application specifying the action to be taken or omitted.

ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS BY TRUSTEE, COMPANY AND GUARANTOR SECTION 701. Disclosure of Names and Addresses of Holders. Every Holder of Securities or coupons, by receiving and holding the same, agrees with the Company, the Guarantor and the Trustee that none of the Company, the Guarantor or the Trustee or any agent of any of them shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders in accordance with TIA 70 Section 312, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under TIA Section 312(b). SECTION 702. Reports by Trustee. Within 60 days after May 15 of each year commencing with the first May 15 after the first issuance of Securities pursuant to this Indenture, the Trustee shall transmit to the Holders of Securities, in the manner and to the extent provided in TIA Section 313(c), a brief report dated as of such May 15 if required by TIA Section 313(a). The Trustee shall comply with Sections 313(b) and 313(c) of the Trust Indenture Act. A copy of such report shall, at the time of such transmission to the Holders, be filed by the Trustee with the Company, with each securities exchange upon which any of the Securities are listed (if so listed) and also with the Commission. The Company agrees to notify the Trustee when the Securities become listed on any stock exchange and any delisting thereof. SECTION 703. Reports by Guarantor. The Guarantor shall: (1) file with the Trustee, within 15 days after the Guarantor is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document the Commission may from time to time by rules and regulations prescribe) which the Guarantor may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934; (2) file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Company and the Guarantor with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; (3) Notwithstanding that the Guarantor may not be required to remain subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the Commission, the Guarantor shall continue to file with the Commission and provide the Trustee and Holders (c) within 140 days after the end of each fiscal year, annual reports on Form 20-F or 40-F as applicable (or any successor form), containing the information required to be contained therein (or required in such successor form); and 71 (d) within 60 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 6-K (or any successor form), containing the information which, regardless of applicable requirements shall, at a minimum, contain such information required to be provided in quarterly reports under the laws of Canada or any province thereof to security holders of a corporation with securities listed on the Toronto Stock Exchange, whether or not the Guarantor has any of its securities so listed. Each of such reports will be prepared in accordance with Canadian or United States disclosure requirements and the accounting principles as used in the preparation of the Guarantor's financial statements, provided, however, that the Guarantor shall not be so obligated to file such reports with the Commission if the Commission does not permit such filings; and (4) transmit to all Holders, in the manner and to the extent provided in TIA Section 313(c), within 15 days after the filing thereof with the Trustee, such summaries of any information, documents and reports required to be filed by the Company pursuant to paragraphs (1) and (2) of this Section as may be required by rules and regulations prescribed from time to time by the Commission. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Guarantor's or the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates).

ARTICLE EIGHT

CONSOLIDATION, AMALGAMATION, MERGER, CONVEYANCE, TRANSFER OR LEASE SECTION 801. Company and Guarantor May Amalgamate or Consolidate, etc., Only on Certain Terms. Neither the Company nor the Guarantor shall amalgamate or consolidate with or merge into any other Person or directly or indirectly sell, assign, convey, transfer or lease or otherwise dispose of all or substantially all of its properties and assets to any Person, unless: (1) in a transaction in which the Company or the Guarantor, as the case may be, does not survive or continue in existence or in which the Company or the Guarantor sells, assigns, conveys, transfers or leases or otherwise disposes of all or substantially all of its properties and assets, the corporation formed by such amalgamation or consolidation or into which the Company or the Guarantor, as the case may be, is merged or the Person which acquires by conveyance or transfer or otherwise, or which leases, all or substantially all the properties and assets of the Company or the Guarantor, as the case 72 may be, (A) shall be a corporation, partnership or trust organized and validly existing (i) under the laws of the United States of America, any state thereof or the District of Columbia or (ii) in the case of a successor entity to the Guarantor only, the laws of Canada or any province thereof, and (B) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the Company's

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document obligations under the Securities and this Indenture or the Guarantor's obligations under the Guarantees and this Indenture, as the case may be; (2) immediately before and after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, the Consolidated Net Tangible Assets of the Company or the Guarantor (or other successor entity), as the case may be, is equal to or greater than that of the Company or the Guarantor, as the case may be, immediately prior to such transaction; (4) if, as a result of any such transaction, property or assets of the Company, the Guarantor or any Subsidiary of the Company or the Guarantor would become subject to a Lien, then, unless such Lien could be created pursuant to Section 1009 of this Indenture without equally and ratably securing the Securities, the Company or the Guarantor, as the case may be, prior to or simultaneously with such transaction, shall have caused the Securities to be secured equally and ratably with or prior to the indebtedness secured by such Lien; and (5) the Company, the Guarantor or such Person shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger, conveyance, transfer or lease and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. SECTION 802. Successor Person Substituted. Upon any consolidation or amalgamation by the Company or the Guarantor, with or merger by the Company, or the Guarantor, into any other Person or any conveyance, transfer or lease of all or substantially all of the properties and assets of the Company or the Guarantor to any Person in accordance with Section 801, the successor Person formed by such consolidation or amalgamation or into which the Company, or the Guarantor, is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company, or the Guarantor, as the case may be, under this Indenture with the same effect as if such successor Person had been named as the Company or the Guarantor, as the case may be, herein, and in the event of any such conveyance or transfer, the Company (which term shall for this purpose mean the Person named as the "Company" in the first paragraph of this Indenture or any successor Person which shall theretofore become such in the manner described in Section 801), or the Guarantor (which term shall for this purpose mean the Person named as the "Guarantor" in the first paragraph of this Indenture or any successor Person which shall theretofore become such in the manner described in Section 801), as the case may be, except in the case of a lease, shall be discharged of all obligations and covenants under 73 this Indenture and the Securities and the coupons, and the Guarantees, as the case may be, and may be dissolved and liquidated. SECTION 803. Securities to Be Secured in Certain Events. If, upon any consolidation or amalgamation of the Company or the Guarantor, with or merger of the Company or the Guarantor into any other Person, or upon any conveyance, lease or transfer of all or substantially all of the properties and assets of the Company or the Guarantor to any other Person, any of the property and assets of the Company or the Guarantor, as the case may be, would thereupon become subject to any Lien, then unless such Lien could be created pursuant to Section 1009 without equally and ratably securing the Securities, the Company or the Guarantor, as the case may be, prior to or simultaneously with such consolidation, amalgamation, merger, conveyance, lease or transfer, will secure the Securities Outstanding hereunder (together with, if the Company shall so determine, any other indebtedness of the Company now existing or hereafter created which is not subordinate to the Securities) equally and ratably with (or prior to) the indebtedness which upon such consolidation, amalgamation, merger, conveyance, lease or transfer is to become secured by such Lien, or will cause such Securities to be so secured; provided that, for the purpose of providing such equal and ratable security, the principal amount of Original Issue Discount Securities and Indexed Securities shall mean that amount which would at the time of making such effective provision be due and payable pursuant to Section 502 and the terms of such Original Issue Discount Securities and Indexed Securities upon a declaration of acceleration of the Maturity thereof, and the extent of such equal and ratable security shall be adjusted, to the extent permitted by law, as and when said amount changes over time pursuant to the terms of such Original Issue Discount Securities and Indexed Securities.

ARTICLE NINE

SUPPLEMENTAL INDENTURES

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document SECTION 901. Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company and the Guarantor, each when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company or the Guarantor contained herein and in the Securities or the Guarantees; or (2) to add to the covenants of the Company or the Guarantor for the benefit of the Holders of all or any series of Securities and any related coupons (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are being included solely for the benefit of such series) or to surrender any 74 right or power herein conferred upon the Company or the Guarantor, as the case may be; or (3) to add any additional Events of Default (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are being included solely for the benefit of such series); or (4) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form; provided that any such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (5) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (6) to secure the Securities pursuant to the requirements of Section 803 or 1009 or otherwise; or (7) to establish the form or terms of Securities of any series as permitted by Sections 201 and 301; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 610(b); or (9) to close this Indenture with respect to the authentication and delivery of additional series of Securities, to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided such action shall not adversely affect the interests of the Holders of Securities of any series and any related coupons in any material respect; or (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 401, 1402 and 1403; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series and any related coupons or any other series of Securities in any material respect. SECTION 902. Supplemental Indentures with Consent of Holders. 75 With the consent of the Holders of not less than a majority in principal amount of all Outstanding Securities of any series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Guarantor and the Trustee, the Company and the Guarantor, each when authorized by or pursuant to a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture which affect such series of Securities or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security of such series, (1) change the Stated Maturity of the principal of or any installment of interest on any Security of such series, or reduce the principal amount thereof (or premium, if any) or the rate of interest, if any, thereon, or reduce the amount of the principal of an Original Issue Discount Security of such series that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502 or the amount thereof provable in bankruptcy pursuant to Section 504, or adversely

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document affect any right of repayment at the option of any Holder of any Security of such series, or change any Place of Payment where, or the Currency in which, any Security of such series or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption or repayment at the option of the Holder, on or after the Redemption Date or Repayment Date, as the case may be), or adversely affect any right to convert or exchange any Security as may be provided pursuant to Section 301 herein, or (2) reduce the percentage in principal amount of the Outstanding Securities of such series required for any such supplemental indenture, for any waiver of compliance with certain provisions of this Indenture which affect such series or certain defaults applicable to such series hereunder and their consequences provided for in this Indenture, or reduce the requirements of Section 1604 for quorum or voting with respect to Securities of such series, or (3) modify or affect in any manner adverse to the Holders of Securities entitled to the benefit of Guarantees, the terms and conditions of the Guarantees, or (4) modify any of the provisions of this Section, Section 513 or Section 1012, except to increase any such percentage or to provide that certain other provisions of this Indenture which affect such series cannot be modified or waived without the consent of the Holder of each Outstanding Security of such series. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. Any such supplemental indenture adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, or modifying in any manner the rights of the Holders of 76 Securities of such series, shall not affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. SECTION 903. Execution of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. SECTION 904. Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. SECTION 905. Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect. SECTION 906. Reference in Securities to Supplemental Indentures. Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company or the Guarantor shall so determine, new Securities of any series and any Guarantees endorsed thereon so modified as to conform, in the opinion of the Trustee, the Company and the Guarantor, to any such supplemental indenture may be prepared and executed by the Company and the Guarantor and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series. SECTION 907. Notice of Supplemental Indentures. Promptly after the execution by the Company, the Guarantor and the Trustee of any supplemental indenture pursuant to the provisions of Section 902, the Company shall give notice thereof to the Holders of each Outstanding Security affected, in the manner provided for in Section 106, setting forth in general terms the substance of such supplemental indenture. 77

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document ARTICLE TEN

COVENANTS SECTION 1001. Payment of Principal, Premium, if any, and Interest. The Company covenants and agrees for the benefit of the Holders of each series of Securities and any related coupons that it will duly and punctually pay the principal of (and premium, if any) and interest, if any, on the Securities of that series in accordance with the terms of the Securities, any coupons appertaining thereto and this Indenture. Unless otherwise specified as contemplated by Section 301 with respect to any series of Securities, any interest installments due on Bearer Securities on or before Maturity shall be payable only upon presentation and surrender of the several coupons for such interest installments as are evidenced thereby as they severally mature. SECTION 1002. Maintenance of Office or Agency. If the Securities of a series are issuable only as Registered Securities, the Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will maintain (A) in The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise) (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States and Canada, an office or agency where Securities of that series and related coupons may be presented and surrendered for payment; provided, however, that, if the Securities of that series are listed on any stock exchange located outside the United States and Canada and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in any required city located outside the United States and Canada so long as the Securities of that series are listed on such exchange, and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States and Canada an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible and exchangeable may be surrendered for conversion or exchange, as applicable and where notices 78 and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company and the Guarantor will give prompt written notice to the Trustee of the location, and any change in the location, of any such office or agency. If at any time the Company or the Guarantor shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of any series and the related coupons may be presented and surrendered for payment at the offices specified in the Security, and the Company and the Guarantor each hereby appoints the same as its agents to receive such respective presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the Company or the Guarantor in the United States or Canada or by check mailed to any address in the United States or Canada or by transfer to an account maintained with a bank located in the United States or Canada; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal of (and premium, if any) and interest, if any, on any Bearer Security shall be made at the office of the Company's Paying Agent in The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premium or interest, as the case may be, at all offices or agencies outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind any such designation; provided,

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby initially appoints the Trustee at its Corporate Trust Office as Paying Agent and as its agent to receive all such presentations, surrenders, notices and demands and hereby designates as a Place of Payment for each series of Securities such Corporate Trust Office. Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent. SECTION 1003. Money for Securities Payments to Be Held in Trust. If the Company or the Guarantor shall at any time act as its own Paying Agent with respect to any series of Securities and any related coupons, it will, on or before each due 79 date of the principal of (or premium, if any) or interest, if any, on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay the principal of (or premium, if any) or interest, if any, on Securities of such series so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents for any series of Securities and any related coupons, it will, prior to or on each due date of the principal of (or premium, if any) or interest, if any, on any Securities of that series, deposit with a Paying Agent a sum (in the Currency described in the preceding paragraph) sufficient to pay the principal (or premium, if any) or interest, if any, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. The Company will cause each Paying Agent (other than the Trustee) for any series of Securities to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: (1) hold all sums held by it for the payment of the principal of (and premium, if any) and interest, if any, on Securities of such series in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the Trustee notice of any default by the Company (or any other obligor upon the Securities of such series) in the making of any payment of principal of (or premium, if any) or interest, if any, on the Securities of such series; and (3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such sums. Except as provided in the Securities of any series, any money deposited with the Trustee or any Paying Agent, or then held by the Company or the Guarantor, in trust for the payment of the principal of (or premium, if any) or interest, if any, on any Security of any series, or any coupon appertaining thereto, and remaining unclaimed for two years (or such shorter period as may be specified in the applicable abandoned property statutes) after such principal, 80 premium or interest has become due and payable shall be paid to the Company or the Guarantor, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security or coupon shall thereafter, as an unsecured general creditor, look only to the Company or the Guarantor, as the case may be, for payment thereof, and all liability of the Trustee or such Paying Agent with

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document respect to such trust money, and all liability of the Company or the Guarantor, as the case may be, as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, shall at the written direction and at the expense of the Company cause to be published once, in an Authorized Newspaper, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company or the Guarantor, as the case may be. SECTION 1004. Statement as to Compliance and Notice of Default. Each of the Company and the Guarantor will deliver to the Trustee, within 120 days after the end of each fiscal year, a brief certificate from the principal executive officer, principal financial officer or principal accounting officer as to his or her knowledge of the Company's or the Guarantor's compliance with all conditions and covenants under this Indenture. For purposes of this Section 1004, such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. Upon becoming aware of any Default or Event of Default, the Company or the Guarantor, as the case may be, shall notify the Trustee forthwith setting forth the details of such Event of Default or Default and the action which the Company or the Guarantor, as the case may be, proposes to take with respect thereto. SECTION 1005. Additional Amounts. All payments made by or on behalf of the Company or the Guarantor on or with respect to the Securities shall be made without withholding or deduction for any Taxes imposed by any Canadian Taxing Authority, unless required by law or the interpretation or administration thereof by the relevant Canadian Taxing Authority. If the Company or any Guarantor (or any other payor) is required to withhold or deduct any amount on account of Taxes from any payment made under or with respect to any Securities that are outstanding on the date of the required payment, it shall: (1) make or cause to be made such withholding or deduction; (2) remit or cause to be remitted the full amount deducted or withheld to the relevant Canadian Taxing Authority in accordance with applicable law; (3) pay the additional amounts ("Additional Amounts") as may be necessary so that the net amount received by each holder (including Additional Amounts) after such withholding or deduction on account of Taxes will not be less than the amount the holder would have received if such withholding or deduction had not been required; 81 (4) furnish to the Holders, within 30 days after the date the payment of any Taxes is due, certified copies of tax receipts evidencing such payment by the Company or the Guarantor; (5) indemnify and hold harmless each Holder (other than an Excluded Holder, as defined in paragraph (b) below) for the amount of (a) any Taxes paid by each such Holder as a result of payments made on or with respect to the Securities, (b) any liability (including penalties, interest and expenses) arising from or with respect to such payments and (c) any Taxes imposed with respect to any reimbursement under the foregoing clauses (a) or (b), but excluding any such Taxes that are in the nature of taxes on net income, taxes on capital, franchise taxes, net worth taxes and similar taxes; and (6) at least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or the Guarantor becomes obligated to pay Additional Amounts with respect to such payment, deliver to the Trustee an Officers' Certificate stating the amounts so payable and such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. Notwithstanding the provisions of paragraph (a) above, no Additional Amounts shall be payable to a Holder in respect of beneficial ownership of a Security (an "Excluded Holder"): (1) with which the Company or the Guarantor does not deal at arm's-length, within the meaning of the Income Tax Act (Canada), at the time of making such payment; (2) which is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof, including by virtue of carrying on a business in Canada, otherwise than by the mere acquisition, holding or disposition of Securities or the receipt of payments thereunder; or (3) if such Holder waives its right to receive Additional Amounts. Any reference, in any context in this Indenture, to the payment of principal, premium, if any, redemption price and interest, special interest or any other amount payable under or with respect to any Security, shall be deemed to include the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The obligations described under this Section 1005 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any jurisdiction in which any successor Person to the Company or the Guarantor, as applicable, is organized or any political subdivision or taxing authority or agency thereof or therein. SECTION 1006. Payment of Taxes and Other Claims. Each of the Company and the Guarantor will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (1) all material taxes, assessments and 82 governmental charges levied or imposed upon the Company or the Guarantor, as the case may be, or upon the income, profits or property of the Company or the Guarantor, as the case may be, and (2) all material lawful claims for labor, materials and supplies which, if unpaid, might by law become a Lien upon any property of the Company or the Guarantor; provided, however, that the Company or the Guarantor shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings. SECTION 1007. Maintenance of Properties. Each of the Company and the Guarantor will cause all its properties to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company or the Guarantor, as the case may be, may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this Section shall prevent or restrict the sale, abandonment or other disposition of any of such properties if such action is, in the judgment of the Company or the Guarantor, as the case may be, desirable in the conduct of the business of the Company or the Guarantor, as the case may be, and not disadvantageous in any material respect to the Holders. SECTION 1008. Corporate Existence. Subject to Article Eight, each of the Company and the Guarantor will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and the rights (charter and statutory) and franchises of the Company or the Guarantor, as the case may be; provided, however, that the Company or the Guarantor, as the case may be, shall not be required to preserve any such right or franchise if the Company or the Guarantor, as the case may be, shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company or the Guarantor and its Subsidiaries as a whole, as the case may be. SECTION 1009. Limitation on Liens. So long as any Securities are Outstanding, the Guarantor will not, and will not permit any Subsidiary of the Guarantor to, create, incur or assume any Lien securing any indebtedness for borrowed money or interest thereon (or any liability of the Guarantor or such Subsidiary under any guarantee or endorsement or other instrument under which the Guarantor or such subsidiary is contingently liable, either directly or indirectly, for borrowed money or interest thereon), other than Permitted Liens, without also at the same time or prior thereto securing, or causing such Subsidiary to secure, indebtedness under the Indenture so that Securities are secured equally and ratably with such other indebtedness or liability, except that the Guarantor and its Subsidiaries may incur a Lien to secure indebtedness for borrowed money or enter into a Sale and Leaseback Transaction without securing the Securities if the sum of (i) the amount of indebtedness for borrowed money secured by Liens created, incurred or assumed after the date hereof and otherwise prohibited by this Indenture and (ii) the Attributable Value of 83 all Sale and Leaseback Transactions entered into after the date hereof and otherwise prohibited by this Indenture does not exceed 10% of Consolidated Net Tangible Assets of the Guarantor. SECTION 1010. Limitation on Sale and Leaseback Transactions. So long as any Securities are outstanding, the Guarantor may not, and may not permit any Subsidiary of the Guarantor to, enter into any Sale and Leaseback Transaction unless (i) the Guarantor or such Subsidiary would be entitled to enter into such Sale and Leaseback Transaction pursuant to Section 1009 without securing the Securities or (ii) the Guarantor or such Subsidiary shall apply, within 360 days of the effective date of any such arrangement, an amount equal to the Attributable Value in respect of the leases relating to such Sale and Leaseback Transactions to the prepayment or retirement of indebtedness which matures more than 12 months after the date of the creation of the indebtedness. SECTION 1011. Incurrence of Debt. For so long as any Securities are Outstanding, the Company shall only incur debt (i) that is expressly subordinated in right of payment to the Securities, (ii) that is fully and unconditionally guaranteed on a senior unsubordinated basis by Quebecor World

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (USA) Inc. or (iii) if concurrently with the incurrence of such debt Quebecor World (USA) Inc. issues to the Company a debt security containing terms substantially identical to the terms (including, without limitation, terms relating to the payment of principal, premium (if any) and interest and Events of Default) of the debt securities issued and sold by the Company. The Company shall not assign, transfer, negotiate, pledge or otherwise hypothecate such debt security or any of the Company's rights thereunder to any Person other than the Trustee for the benefit of the Holders. SECTION 1012. Waiver of Certain Covenants. The Company and the Guarantor may, with respect to any series of Securities, omit in any particular instance to comply with any term, provision or condition which affects such series set forth in Section 803 or Sections 1006 to 1011, inclusive, or, as specified pursuant to Section 301(15) for Securities of such series, in any covenants added to Article Ten pursuant to Section 301(14) or Section 301(15) in connection with Securities of such series, if before the time for such compliance the Holders of at least a majority in principal amount of all Outstanding Securities of any series, by Act of such Holders, waive such compliance in such instance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the Guarantor and the duties of the Trustee to Holders of Securities of such series in respect of any such term, provision or condition shall remain in full force and effect. SECTION 1013. Calculation of Original Issue Discount. If any Securities are Original Issue Discount Securities, then the Company shall file with the Trustee promptly at the end of each calendar year (i) a written notice specifying the amount of original issue discount (including daily rates and accrual periods) accrued on Outstanding Securities as of the end of such year and (ii) such other specified information 84 relating to such original issue discount as may then be relevant under the Internal Revenue Code of 1986, as amended from time to time.

ARTICLE ELEVEN

REDEMPTION OF SECURITIES SECTION 1101. Applicability of Article. Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with the terms of such Securities and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article. SECTION 1102. Election to Redeem; Notice to Trustee. The election of the Company to redeem any Securities shall be evidenced by or pursuant to a Board Resolution. In case of any redemption at the election of the Company, the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Securities of such series to be redeemed and shall deliver to the Trustee such documentation and records as shall enable the Trustee to select the Securities to be redeemed pursuant to Section 1103. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers' Certificate evidencing compliance with such restriction. SECTION 1103. Selection by Trustee of Securities to Be Redeemed. If less than all the Securities of any series are to be redeemed, the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by lot in such manner as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions of the principal of Securities of such series; provided, however, that no such partial redemption shall reduce the portion of the principal amount of a Security not redeemed to less than the minimum authorized denomination for Securities of such series established pursuant to Section 301. The Trustee shall promptly notify the Company and the Guarantor in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Security which has been or is to be redeemed. SECTION 1104. Notice of Redemption.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 85

Except as otherwise specified as contemplated by Section 301, notice of redemption shall be given in the manner provided for in Section 106 not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed. Failure to give notice in the manner provided in Section 106 to the Holder of any Securities designated for redemption as a whole or in part, or any defect in the notice to any such Holder, shall not affect the validity of the proceedings for the redemption of any other Securities or portion thereof. All notices of redemption shall state: (1) the Redemption Date, (2) the Redemption Price and the amount of accrued interest to the Redemption Date payable as provided in Section 1106, if any, (3) if less than all the Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial redemption, the principal amounts) of the particular Securities to be redeemed, (4) in case any Security is to be redeemed in part only, the notice which relates to such Security shall state that on and after the Redemption Date, upon surrender of such Security, the holder will receive, without charge, a new Security or Securities of authorized denominations for the principal amount thereof remaining unredeemed, (5) that on the Redemption Date, the Redemption Price and accrued interest, if any, to the Redemption Date payable as provided in Section 1106 will become due and payable upon each such Security, or the portion thereof, to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date, (6) the Place or Places of Payment where such Securities, together in the case of Bearer Securities with all coupons appertaining thereto, if any, maturing after the Redemption Date, are to be surrendered for payment of the Redemption Price and accrued interest, if any, (7) that the redemption is for a sinking fund, if such is the case, (8) that, unless otherwise specified in such notice, Bearer Securities of any series, if any, surrendered for redemption must be accompanied by all coupons maturing subsequent to the Redemption Date or the amount of any such missing coupon or coupons will be deducted from the Redemption Price unless security or indemnity satisfactory to the Company, the Trustee and any Paying Agent is furnished, (9) if Bearer Securities of any series are to be redeemed and any Registered Securities of such series are not to be redeemed, and if such Bearer Securities may be exchanged for Registered Securities not subject to redemption 86 on such Redemption Date pursuant to Section 305 or otherwise, the last date, as determined by the Company, on which such exchanges may be made, and (10) the CUSIP number or numbers. Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company's request, by the Trustee in the name and at the expense of the Company. SECTION 1105. Deposit of Redemption Price. Prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay the Redemption Price of, and accrued interest, if any, on, all the Securities which are to be redeemed on that date. SECTION 1106. Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)) (together with accrued interest, if any, to the Redemption Date), and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest, if any) such Securities shall, if the same were interest- bearing, cease to bear interest and the coupons for such interest appertaining to any Bearer Securities so to be redeemed, except to the extent provided below, shall be void. Upon surrender of any such Security for redemption in accordance with said notice, together with

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document all coupons, if any, appertaining thereto maturing after the Redemption Date, such Security shall be paid by the Company at the Redemption Price, together with accrued interest, if any, to the Redemption Date; provided, however, that installments of interest on Bearer Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable only at an office or agency located outside the United States and Canada (except as otherwise provided in Section 1002) and, unless otherwise specified as contemplated by Section 301, only upon presentation and surrender of coupons for such interest; and provided further that installments of interest on Registered Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307. If any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant coupons maturing after the Redemption Date, such Security may be paid after deducting from the Redemption Price an amount equal to the face amount of all such missing coupons, or the surrender of such missing coupon or coupons may be waived by the Company 87 and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to the Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall have been made from the Redemption Price, such Holder shall be entitled to receive the amount so deducted; provided, however, that interest represented by coupons shall be payable only at an office or agency located outside the United States (except as otherwise provided in Section 1002) and, unless otherwise specified as contemplated by Section 301, only upon presentation and surrender of those coupons. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption Date at the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) set forth in such Security. SECTION 1107. Securities Redeemed in Part. Any Security which is to be redeemed only in part (pursuant to the provisions of this Article or of Article Twelve) shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series, each having endorsed thereon the Guarantee executed by the Guarantor, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. SECTION 1108. Tax Redemption. Unless otherwise specified pursuant to Section 301, if the Company or the Guarantor becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the date of issuance of the Securities of the series being redeemed, the Company may, at any time, redeem all, but not part, of the Securities of that series at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and special interest, if any, to the redemption date. Any such redemption shall be done in accordance with the provisions of this Article, unless otherwise specified pursuant to Section 301. Prior to any redemption of the Notes pursuant to the preceding paragraph, the Company shall deliver to the Trustee an Officer's Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of redemption have occurred. The Company will be bound to redeem the Notes on the date fixed for redemption. 88

ARTICLE TWELVE

SINKING FUNDS SECTION 1201. Applicability of Article. Retirements of Securities of any series pursuant to any sinking fund shall be made in accordance with the terms of such Securities and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a "mandatory sinking fund payment", and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an "optional sinking fund payment". If provided for by the terms of Securities of any series, the cash amount of any mandatory sinking fund payment may be subject to reduction as provided in Section 1202. Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of Securities of such series. SECTION 1202. Satisfaction of Sinking Fund Payments with Securities. Subject to Section 1203, in lieu of making all or any part of any mandatory sinking fund payment with respect to any Securities of a series in cash, the Company may at its option (1) deliver to the Trustee Outstanding Securities of a series (other than any previously called for redemption) theretofore purchased or otherwise acquired by the Company together in the case of any Bearer Securities of such series with all unmatured coupons appertaining thereto, and/or (2) receive credit for the principal amount of Securities of such series which have been previously delivered to the Trustee by the Company for Securities of such series which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any mandatory sinking fund payment with respect to the Securities of the same series required to be made pursuant to the terms of such Securities as provided for by the terms of such series; provided, however, that such Securities have not been previously so credited. Such Securities shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount of such mandatory sinking fund payment shall be reduced accordingly. SECTION 1203. Redemption of Securities for Sinking Fund. Not less than 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers' Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)) and the portion thereof, if any, which is to be satisfied by 89 delivering or crediting Securities of that series pursuant to Section 1202 (which Securities will, if not previously delivered, accompany such certificate) and whether the Company intends to exercise its right to make a permitted optional sinking fund payment with respect to such series. Such certificate shall be irrevocable and upon its delivery the Company shall be obligated to make the cash payment or payments therein referred to, if any, on or before the next succeeding sinking fund payment date. In the case of the failure of the Company to deliver such certificate, the sinking fund payment due on the next succeeding sinking fund payment date for that series shall be paid entirely in cash and shall be sufficient to redeem the principal amount of such Securities subject to a mandatory sinking fund payment without the option to deliver or credit Securities as provided in Section 1202 and without the right to make any optional sinking fund payment, if any, with respect to such series. Not more than 60 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. Prior to any sinking fund payment date, the Company shall pay to the Trustee or a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) in cash a sum equal to any interest that will accrue to the date fixed for redemption of Securities or portions thereof to be redeemed on such sinking fund payment date pursuant to this Section 1203. Notwithstanding the foregoing, with respect to a sinking fund for any series of Securities, if at any time the amount of cash to be paid into such sinking fund on the next succeeding sinking fund payment date, together with any unused balance of any preceding sinking fund payment or payments for such series, does not exceed in the aggregate $100,000, the Trustee, unless requested by the Company, shall not give the next succeeding notice of the redemption of Securities of such series through the operation of the sinking fund. Any such unused balance of moneys deposited in such sinking fund shall be added to the sinking fund payment for such series to be made in cash on the next succeeding sinking fund payment date or, at the request of the Company, shall be applied at any time or from time to time to the purchase of Securities of such series, by public or private purchase, in the open market or otherwise, at a purchase price for such Securities (excluding accrued interest and brokerage commissions, for which the Trustee or any Paying Agent will be reimbursed by the Company) not in excess of the principal amount thereof.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document ARTICLE THIRTEEN

REPAYMENT AT OPTION OF HOLDERS SECTION 1301. Applicability of Article. 90 Repayment of Securities of any series before their Stated Maturity at the option of Holders thereof shall be made in accordance with the terms of such Securities and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article. SECTION 1302. Repayment of Securities. Securities of any series subject to repayment in whole or in part at the option of the Holders thereof will, unless otherwise provided in the terms of such Securities, be repaid at a price equal to the principal amount thereof, together with interest, if any, thereon accrued to the Repayment Date specified in or pursuant to the terms of such Securities. The Company covenants that on or before the Repayment Date it will deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay the principal (or, if so provided by the terms of the Securities of any series, a percentage of the principal) of and (except if the Repayment Date shall be an Interest Payment Date) accrued interest, if any, on, all the Securities or portions thereof, as the case may be, to be repaid on such date. SECTION 1303. Exercise of Option. Securities of any series subject to repayment at the option of the Holders thereof will contain an "Option to Elect Repayment" form on the reverse of such Securities. To be repaid at the option of the Holder, any Security so providing for such repayment, with the "Option to Elect Repayment" form on the reverse of such Security duly completed by the Holder (or by the Holder's attorney duly authorized in writing), must be received by the Company at the Place of Payment therefor specified in the terms of such Security (or at such other place or places or which the Company shall from time to time notify the Holders of such Securities) not earlier than 45 days nor later than 30 days prior to the Repayment Date. If less than the entire principal amount of such Security is to be repaid in accordance with the terms of such Security, the principal amount of such Security to be repaid, in increments of the minimum denomination for Securities of such series, and the denomination or denominations of the Security or Securities to be issued to the Holder for the portion of the principal amount of such Security surrendered that is not to be repaid, must be specified. The principal amount of any Security providing for repayment at the option of the Holder thereof may not be repaid in part if, following such repayment, the unpaid principal amount of such Security would be less than the minimum authorized denomination of Securities of the series of which such Security to be repaid is a part. Except as otherwise may be provided by the terms of any Security providing for repayment at the option of the Holder thereof, exercise of the repayment option by the Holder shall be irrevocable unless waived by the Company. SECTION 1304. When Securities Presented for Repayment Become Due and Payable. 91 If Securities of any series providing for repayment at the option of the Holders thereof shall have been surrendered as provided in this Article and as provided by or pursuant to the terms of such Securities, such Securities or the portions thereof, as the case may be, to be repaid shall become due and payable and shall be paid by the Company on the Repayment Date therein specified, and on and after such Repayment Date (unless the Company shall default in the payment of such Securities on such Repayment Date) such Securities shall, if the same were interest-bearing, cease to bear interest and the coupons for such interest appertaining to any Bearer Securities so to be repaid, except to the extent provided below, shall be void. Upon surrender of any such Security for repayment in accordance with such provisions, together with all coupons, if any, appertaining thereto maturing after the Repayment Date, the principal amount of such Security so to be repaid shall be paid by the Company, together with accrued interest, if any, to the Repayment Date; provided, however, that coupons whose Stated Maturity is on or prior to the Repayment Date shall be payable only at an office or agency located outside the United States and Canada (except as otherwise provided in Section 1002) and, unless otherwise specified pursuant to Section 301, only upon presentation and surrender of such coupons; and provided further that, in the case of Registered Securities, installments of interest, if any, whose Stated Maturity is on or prior to the Repayment Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document If any Bearer Security surrendered for repayment shall not be accompanied by all appurtenant coupons maturing after the Repayment Date, such Security may be paid after deducting from the amount payable therefor as provided in Section 1302 an amount equal to the face amount of all such missing coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to the Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall have been made as provided in the preceding sentence, such Holder shall be entitled to receive the amount so deducted; provided, however, that interest represented by coupons shall be payable only at an office or agency located outside the United States and Canada (except as otherwise provided in Section 1002) and, unless otherwise specified as contemplated by Section 301, only upon presentation and surrender of those coupons. If the principal amount of any Security surrendered for repayment shall not be so repaid upon surrender thereof, such principal amount (together with interest, if any, thereon accrued to such Repayment Date) shall, until paid, bear interest from the Repayment Date at the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) set forth in such Security. SECTION 1305. Securities Repaid in Part. Upon surrender of any Registered Security which is to be repaid in part only, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security, without service charge and at the expense of the Company, a new Registered Security or Securities of the same series, of any authorized denomination specified by the Holder, in an 92 aggregate principal amount equal to and in exchange for the portion of the principal of such Security so surrendered which is not to be repaid.

ARTICLE FOURTEEN

DEFEASANCE AND COVENANT DEFEASANCE SECTION 1401. Option to Effect Defeasance or Covenant Defeasance. Except as otherwise specified as contemplated by Section 301 for Securities of any series, the provisions of this Article Fourteen shall apply to each series of Securities, and the Company or the Guarantor may, at its option, effect defeasance of the Securities of or within a series under Section 1402, or covenant defeasance of or within a series under Section 1403 in accordance with the terms of such Securities and in accordance with this Article. SECTION 1402. Defeasance and Discharge. Upon the exercise by the Company or the Guarantor of the above option applicable to this Section with respect to any Securities of or within a series, the Company and the Guarantor shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities and any related coupons on the date the conditions set forth in Section 1404 are satisfied (hereinafter, "defeasance"). For this purpose, such defeasance means that the Company and the Guarantor shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities and any related coupons and the Guarantees, respectively, which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 1405 and the other Sections of this Indenture referred to in (A) and (B) below, and to have satisfied all their other obligations under such Securities and any related coupons and the Guarantees, respectively, and this Indenture insofar as such Securities and any related coupons and Guarantees are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities and any related coupons to receive, solely from the trust fund described in Section 1404 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest, if any, on such Securities and any related coupons when such payments are due, (B) the Company's obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, (C) the Guarantor's obligations with respect to such Guarantees under Section 1005, (D) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (E) this Article Fourteen. Subject to compliance with this Article Fourteen, the Company or the Guarantor may exercise its option under this Section 1402 notwithstanding the prior exercise of the option under Section 1403 with respect to such Securities and any related coupons and Guarantees. SECTION 1403. Covenant Defeasance. Upon the exercise by the Company or the Guarantor of the above option applicable to this Section with respect to any Securities of or within a series, the Company and

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 93 the Guarantor shall be released from their obligations under Section 803 and Sections 1006 through 1011, and, if specified pursuant to Section 301, their obligations under any other covenant, with respect to such Outstanding Securities and any related coupons and Guarantees, respectively, on and after the date the conditions set forth in Section 1404 are satisfied (hereinafter, "covenant defeasance"), and such Securities and any related coupons and Guarantees shall thereafter be deemed not to be "Outstanding" for the purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed "Outstanding" for all other purposes hereunder. For this purpose, such covenant defeasance means that, with respect to such Outstanding Securities and any related coupons and Guarantees, the Company and the Guarantor may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 501(4) or Section 501(9) or otherwise, as the case may be, but, except as specified above, the remainder of this Indenture and such Securities and any related coupons and Guarantees shall be unaffected thereby. SECTION 1404. Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any related coupons: (1) Either the Company or the Guarantor has deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 608 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related coupons, (A) an amount (in such Currency in which such Securities and any related coupons are then specified as payable at Stated Maturity), or (B) Government Obligations applicable to such Securities (determined on the basis of the Currency in which such Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of and premium, if any, and interest, if any, under such Securities and any related coupons, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent chartered accountants or certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, on such Outstanding Securities and any related coupons on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of interest, if any, and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related coupons on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any related coupons; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government 94 Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (2) In the case of an election under Section 1402, the Company or the Guarantor, as the case may be, shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (x) the Company or the Guarantor, as the case may be, has received from, or there has been published by, the Internal Revenue Service a ruling, or (y) since the date of execution of this Indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any related coupons will not recognize gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred. (3) In the case of an election under Section 1403, the Company or the Guarantor, as the case may be, shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the Holders of such Outstanding

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Securities and any related coupons will not recognize gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred. (4) Either the Company or the Guarantor, as the case may be, has delivered to the Trustee an Opinion of Counsel in Canada or a ruling from Canada Customs and Revenue Agency to the effect that the Holders of the Outstanding Securities and any related coupons will not recognize income, gain or loss for Canadian federal, provincial or territorial income tax or other tax purposes as a result of such defeasance as covenant defeasance and will be subject to Canadian federal or provincial income tax and other tax on the same amounts, in the same manner and at the same times as would have been the case had such Defeasance not occurred (and for the purposes of such opinion, such Canadian counsel shall assume that Holders of the Securities include Holders who are not resident in Canada). (5) Neither the Company nor the Guarantor is an "insolvent person" within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (6) No Event of Default or event that, with the passing of time or the giving of notice, or both, shall constitute an Event of Default with respect to such Securities or any related coupons shall have occurred and be continuing on the date of such deposit or, 95 insofar as paragraphs (7), (8) and (9) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (7) Either the Company or the Guarantor, as the case may be, has delivered to the Trustee an Opinion of Counsel to the effect that such deposit shall not cause the Trustee or the trust so created to be subject to the Investment Company Act of 1940, as amended. (8) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company or the Guarantor is a party or by which it is bound. (9) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations in connection therewith pursuant to Section 301. (10) Either the Company or the Guarantor, as the case may be, shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with. SECTION 1405. Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all money and Government Obligations (or other property as may be provided pursuant to Section 301) (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 1405, the "Trustee") pursuant to Section 1404 in respect of such Outstanding Securities and any related coupons shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and any related coupons and this Indenture, to the payment, either directly or through any Paying Agent (including the Company or the Guarantor acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities and any related coupons of all sums due and to become due thereon in respect of principal (and premium, if any) and interest, if any, but such money need not be segregated from other funds except to the extent required by law. Unless otherwise specified with respect to any Security pursuant to Section 301, if, after a deposit referred to in Section 1404(1) has been made, (a) the Holder of a Security in respect of which such deposit was made is entitled to, and does, elect pursuant to Section 312(b) or the terms of such Security to receive payment in a Currency other than that in which the deposit pursuant to Section 1404(1) has been made in respect of such Security, or (b) a Conversion Event occurs as contemplated in Section 312(d) or 312(e) or by the terms of any Security in respect of which the deposit pursuant to Section 1404(1) has been made, the indebtedness represented by such Security and any related coupons shall be deemed to have been, and will be, fully discharged and satisfied through the payment of the principal of (and 96

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document premium, if any) and interest, if any, on such Security as they become due out of the proceeds yielded by converting (from time to time as specified below in the case of any such election) the amount or other property deposited in respect of such Security into the Currency in which such Security becomes payable as a result of such election or Conversion Event based on the applicable Market Exchange Rate for such Currency in effect on the third Business Day prior to each payment date, except, with respect to a Conversion Event, for such Currency in effect (as nearly as feasible) at the time of the Conversion Event. The Company and the Guarantor, as the case may be, shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Government Obligations deposited pursuant to Section 1404 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of such Outstanding Securities and any related coupons. Anything in this Article Fourteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company or the Guarantor, as the case may be, from time to time upon request of the Company or the Guarantor any money or Government Obligations (or other property and any proceeds therefrom) held by it as provided in Section 1404 which, in the opinion of a nationally recognized firm of independent chartered accountants or certified public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, as applicable, in accordance with this Article. SECTION 1406. Reinstatement. If the Trustee or any Paying Agent is unable to apply any money in accordance with Section 1405 by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations of the Company and the Guarantor under this Indenture and such Securities and any related coupons shall be revived and reinstated as though no deposit had occurred pursuant to Section 1402 or 1403, as the case may be, until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 1405; provided, however, that if the Company makes any payment of principal of (or premium, if any) or interest, if any, on any such Security or any related coupon following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities and any related coupons to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE FIFTEEN

GUARANTEE OF SECURITIES SECTION 1501. Guarantee. The Guarantor hereby fully, unconditionally and irrevocably guarantees to each Holder of a Security of each series authenticated and delivered by the Trustee and with the Trustee, for itself and on behalf of each such Holder, the due and punctual payment of the 97 principal of, premium, if any, interest and sinking fund or analogous payments referred to therein, if any, when and as the same shall become due and payable, whether on the Stated Maturity Date, by declaration of acceleration, call for redemption or otherwise, according to the terms thereof and of the Indenture referred to therein and of all amounts owing to the Trustee when and as of the same shall become due and payable pursuant to the terms of such Indenture. In case of the failure of the Company, punctually to make any such payment of principal, premium, if any, or interest or any such sinking fund or analogous payment, or payment to the Trustee, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether, with respect to the Securities, on the Stated Maturity Date or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company. The Guarantor shall pay to the Holders such Additional Amounts as may become payable under Section 1005 of the Indenture. The Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute, unconditional and irrevocable, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Security or such Indenture, any failure to enforce the provisions of such Security or such Indenture, or any waiver, modification or indulgence granted to the Company with respect thereto, by the Holder of such Security or the Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or increase any premium payable upon redemption thereof, or alter the Stated Maturity Date thereof, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document acceleration or the maturity thereof pursuant to Article Five of such Indenture. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to such Security or the indebtedness evidenced thereby or with respect to any sinking fund or analogous payment required under such Security and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the principal of, premium, if any, and interest on Security. The Guarantor shall be subrogated to all rights of the Holder of such Security and the Trustee against the Company in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, and interest on all Securities of the same series issued under such Indenture shall have been paid in full. SECTION 1502. Execution and Delivery of Guarantees. The Guarantees to be endorsed on the Securities of each series shall include the terms of the guarantees set forth in Section 1501 and any other terms that may be set forth in the form established pursuant to Section 204 with respect to such series. The Guarantor hereby 98 agrees to execute the Guarantees, in a form established pursuant to Section 204, to be endorsed on each Security authenticated and delivered by a Trustee. The Guarantees shall be executed on behalf of the Guarantor by its Chairman, its President or a Vice President, together with any one of the Secretary or Assistant Secretary and the Treasurer or Assistant Treasurer of the Guarantor, together with any one of the Secretary or Assistant Secretary and the Treasurer or Assistant Treasurer of the Guarantor. The signature of any of these officers on the Guarantees may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Guarantees. Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Guarantor shall bind the Guarantor, notwithstanding that such individuals or any of them have ceased to hold such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Guarantees or did not hold such offices at the date of such Guarantees. The delivery of any Security by a Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee endorsed thereon on behalf of the Guarantor. The Guarantor hereby agrees that its Guarantee set forth in Section 1501 shall remain in full force and effect notwithstanding any failure to endorse a Guarantee on any Security. SECTION 1503. Notice to Trustee. The Guarantor shall give prompt written notice to the Trustee of any fact known to the Guarantor which prohibits the making of any payment to or by the Trustee in respect of the Guarantee pursuant to the provisions of this Article Fifteen other than any agreement in effect on the date hereof. SECTION 1504. This Article Not to Prevent Events of Default. The failure to make a payment on account of principal of, premium, if any, or interest on the Securities by reason of any provision of this Article will not be construed as preventing the occurrence of an Event of Default.

ARTICLE SIXTEEN

MEETINGS OF HOLDERS OF SECURITIES SECTION 1601. Purposes for Which Meetings May Be Called. If Securities of a series are issuable as Bearer Securities, a meeting of Holders of Securities of such series may be called at any time and from time to time pursuant to this Article to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be made, given or taken by Holders of Securities of such series. 99

SECTION 1602. Call, Notice and Place of Meetings. (a) The Trustee may at any time call a meeting of Holders of Securities of any series for any purpose specified in Section 1601, to be held at such time and at such place in The City of New York or in London as the Trustee shall determine. Notice of every meeting of Holders of Securities of any series, setting forth the time and the place of such meeting and in general terms the action proposed to be

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document taken at such meeting, shall be given, in the manner provided for in Section 106, not less than 21 nor more than 180 days prior to the date fixed for the meeting. (b) In case at any time the Company, pursuant to a Board Resolution, the Guarantor or the Holders of at least 10% in principal amount of the Outstanding Securities of any series shall have requested the Trustee to call a meeting of the Holders of Securities of such series for any purpose specified in Section 1601, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have made the first publication of the notice of such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then the Company, the Guarantor or the Holders of Securities of such series in the amount above specified, as the case may be, may determine the time and the place in The City of New York or in Montreal, Quebec, Canada for such meeting and may call such meeting for such purposes by giving notice thereof as provided in paragraph (a) of this Section. SECTION 1603. Persons Entitled to Vote at Meetings. To be entitled to vote at any meeting of Holders of Securities of any series, a Person shall be (1) a Holder of one or more Outstanding Securities of such series, or (2) a Person appointed by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding Securities of such series by such Holder of Holders. The only Persons who shall be entitled to be present or to speak at any meeting of Holders of Securities of any series shall be the Person entitled to vote at such meeting and their counsel, any representatives of the Trustee and its counsel and any representatives of the Company and the Guarantor and their respective counsel. SECTION 1604. Quorum; Action. The Persons entitled to vote a majority in principal amount of the Outstanding Securities of a series shall constitute a quorum for a meeting of Holders of Securities of such series; provided, however, that, if any action is to be taken at such meeting with respect to a consent or waiver which this Indenture expressly provides may be given by the Holders of not less than a specified percentage in principal amount of the Outstanding Securities of a series, the Persons entitled to vote such specified percentage in principal amount of the Outstanding Securities of such series shall constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall, if convened at the request of Holders of Securities of such series, be dissolved. In any other case the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days 100 as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in Section 1602(a), except that such notice need be given only once not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of any adjourned meeting shall state expressly the percentage, as provided above, of the principal amount of the Outstanding Securities of such series which shall constitute a quorum. Subject to the foregoing, at the reconvening of any meeting adjourned for lack of a quorum the Persons entitled to vote 25% in principal amount of the Outstanding Securities at the time shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. Except as limited by the proviso to Section 902, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted by the affirmative vote of the Holders of not less than a majority in principal amount of the Outstanding Securities of such series; provided, however, that, except as limited by the proviso to Section 902, any resolution with respect to any request, demand, authorization, direction, notice, consent, waiver or other action which this Indenture expressly provides may be made, given or taken by the Holders of a specified percentage, which is less than a majority, in principal amount of the Outstanding Securities of a series may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid by the affirmative vote of the Holders of not less than such specified percentage in principal amount of the Outstanding Securities of such series. Any resolution passed or decision taken at any meeting of Holders of Securities of any series duly held in accordance with this Section shall be binding on all the Holders of Securities of such series and the related coupons, whether or not present or represented at the meeting. Notwithstanding the foregoing provisions of this Section 1604, if any action is to be taken at a meeting of Holders of Securities of any series with respect to any request, demand, authorization, direction, notice, consent, waiver or other action that this Indenture

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document expressly provides may be made, given or taken by the Holders of a specified percentage in principal amount of all Outstanding Securities affected thereby, or of the Holders of such series and one or more additional series: (i) there shall be no minimum quorum requirement for such meeting; and (ii) the principal amount of the Outstanding Securities of such series that vote in favor of such request, demand, authorization, direction, notice, consent, waiver or other action shall be taken into account in determining whether such request, demand, authorization, direction, notice, consent, waiver or other action has been made, given or taken under this Indenture. SECTION 1605. Determination of Voting Rights; Conduct and Adjournment of Meetings. 101 (a) Notwithstanding any provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities of a series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as its shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 104 and the appointment of any proxy shall be proved in the manner specified in Section 104 or by having the signature of the person executing the proxy witnessed or guaranteed by any trust company, bank or banker authorized by Section 104 to certify to the holding of Bearer Securities. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 104 or other proof. (b) The Trustee shall, by an instrument in writing appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company, the Guarantor or by Holders of Securities as provided in Section 1602(b), in which case the Company, the Guarantor or the Holders of Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting. (c) At any meeting each Holder of a Security of such series or proxy shall be entitled to one vote for each $1,000 principal amount of Outstanding Securities of such series held or represented by him (determined as specified in the definition of "Outstanding" in Section 101); provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. (d) Any meeting of Holders of Securities of any series duly called pursuant to Section 1602 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting; and the meeting may be held as so adjourned without further notice. SECTION 1606. Counting Votes and Recording Action of Meetings. The vote upon any resolution submitted to any meeting of Holders of Securities of any series shall be by written ballots on which shall be subscribed the signatures of the Holders of Securities of such series or of their representatives by proxy and the principal amounts and serial numbers of the Outstanding Securities of such series held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record, at least in duplicate, of the proceedings of each meeting of Holders of Securities of any series shall be prepared by the Secretary of the meeting and there shall be attached to said record 102 the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 1602 and, if applicable, Section 1604. Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one such copy shall be delivered to the Company, and another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated. * * * * * 103

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Indenture. IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as of the day and year first above written. QUEBECOR WORLD CAPITAL CORPORATION, as Issuer

/s/ CLAUDE HÉLIE By: Name: Claude Hélie Title: Executive Vice President

QUEBECOR WORLD INC., as Guarantor

/s/ CLAUDE HÉLIE Name: Claude Hélie By: Title: Executive Vice President and Chief Financial Officer

/s/ DENIS AUBIN Name: Denis Aubin By: Title: Senior Vice President, Corporate Finance and Treasury

CITIBANK, N.A., as Trustee

/s/ JOHN J. BYRNES By: Name: John J. Byrnes Title: Vice President

SCHEDULE A SCHEDULE OF PRINCIPAL AMOUNT The following decreases/increases in the principal amount of this Securities have been made: Principal Amount of Amount of Signature of Amount decrease in increase authorized Date of of this Global Principal in Principal signatory Increase or Security Amount Amount of Trustee or Decrease following such of this Global of this Global Security decrease or Security Security Custodian increase

Schedule A-1

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

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Citibank, N.A., as Security Registrar 111 Wall Street, 14th floor, New York, New York, 10005 Attention: Citibank Agency and Trust Re: % Senior Notes Due 20 (the "Securities") Reference is hereby made to the Indenture dated as of November 3, 2003, (the "Indenture") among Quebecor World Capital Corporation, a corporation organized under the laws of Delaware (the "Company"), Quebecor World Inc., a corporation amalgamated pursuant to the Canada Business Corporations Act (the "Guarantor"), and Citibank, N.A. (the "Trustee"). Capitalized terms used but not defined herein shall have the meanings given them in the Indenture. This letter relates to $ aggregate principal amount of Securities that are held as a beneficial interest in the form of the Restricted Global Security (CUSIP No. ; ISIN No: ) with the Depositary in the name of [name of transferor] (the "Transferor"). The Transferor has requested an exchange or transfer of such beneficial interest for an equivalent beneficial interest in the Regulation S Global Security (Common Code No. ; ISIN No. ). In connection with such request, the Transferor does hereby certify that such transfer has been effected in accordance with the transfer restrictions set forth in the Securities and: (a) with respect to transfers made in reliance on Regulation S ("Regulation S") under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), does certify that:

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

(ii) either:

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

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

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

Annex A-1 (iii) no directed selling efforts have been made in the United States by the Transferor, an affiliate thereof or any person their behalf in contravention of the requirements of Rule 903 or 904 of Regulation S, as applicable;

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

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

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) with respect to transfers made in reliance on Rule 144 the Transferor certifies that the Notes are being transferred in a transaction permitted by Rule 144 under the U.S. Securities Act.

We understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you, the Company, the Guarantor and the Trustee to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your benefit and the benefit of the Company, the Guarantor and Initial Purchasers of the Securities under the Purchase Agreement, dated October 29, 2003 with the Company and the Guarantor relating to the Securities. Terms used in this certificate and not otherwise defined in the Indenture have the meanings set forth in Regulation S under the Securities Act. [Name of Transferor] By: Name: Title: Date: Annex A-2

ANNEX B FORM OF TRANSFER CERTIFICATE FOR TRANSFER FROM REGULATION S GLOBAL NOTE TO RESTRICTED GLOBAL NOTE Citibank, N.A., as Security Registrar 111 Wall Street, 14th floor, New York, New York, 10005 Attention: Citibank Agency and Trust Re: % Senior Notes Due 20 (the "Securities") Reference is hereby made to the Indenture dated as of November 3, 2003, (the "Indenture") among Quebecor World Capital Corporation, a corporation organized under the laws of Delaware (the "Company"), Quebecor World Inc., a corporation incorporated pursuant to the Canada Business Corporations Act (the "Guarantor"), and Citibank, N.A. (the "Trustee"). Capitalized terms used but not defined herein shall have the meanings given them in the Indenture. This letter relates to $ aggregate principal amount of Securities that are held in the form of the Temporary Regulation S Global Security or the Regulation S Global Security (Common Code No. ; ISIN No. ) in the name of [name of transferor] (the "Transferor") to effect the transfer of the Notes in exchange for an equivalent beneficial interest in the Restricted Global Security (CUSIP No. , ISIN No. ). In connection with such request, and in respect of such Securities the Transferor does hereby certify that such Securities are being transferred in accordance with the transfer restrictions set forth in the Securities and that: CHECK ONE BOX BELOW: o the Transferor is relying on Rule 144A under the United States Securities Act of 1933, as amended (the "Securities Act") for exemption from such Act's registration requirements; it is transferring such Securities to a person it reasonably believes is a "qualified institutional buyer" as defined in Rule 144A that purchases for its own account, or for the account of a qualified institutional buyer, and to whom the Transferor has given notice that the transfer is made in reliance on Rule 144A and the transfer is being made in accordance with any applicable securities laws of any state of the United States; or

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

Annex B-1

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document We understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you, the Company, the Guarantor and the Trustee to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your benefit and the benefit of the Company, the Guarantor and Initial Purchasers of the Securities under the Purchase Agreement, dated October 29, 2003 with the Company and the Guarantor relating to the Securities. [Name of Transferor] By: Name: Title: Dated: Annex B-2

EXHIBIT A

FORMS OF CERTIFICATION

EXHIBIT A-1

FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE

CERTIFICATE

[Insert title or sufficient description of Securities to be delivered] This is to certify that as of the date hereof, and except as set forth below, the above-captioned Securities held by you for our account (i) are owned by person(s) that are not citizens or residents of the United States, domestic partnerships, domestic corporations or any estate or trust the income of which is subject to United States federal income taxation regardless of its source ("United States persons(s)"), (ii) are owned by United States person(s) that are (a) foreign branches of United States financial institutions (financial institutions, as defined in United States Treasury Regulations Section 2.165-12(c)(1)(v) are herein referred to as "financial institutions") purchasing for their own account or for resale, or (b) United States person(s) who acquired the Securities through foreign branches of United States financial institutions and who hold the Securities through such United States financial institutions on the date hereof (and in either case (a) or (b), each such United States financial institution hereby agrees, on its own behalf or through its agent, that you may advise Quebecor World Capital Corporation or its agent that such financial institution will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) are owned by United States or foreign financial institution(s) for purposes of resale during the restricted period (as defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, in addition, if the owner is a United States or foreign financial institution described in clause (iii) above (whether or not also described in clause (i) or (ii)), this is to further certify that such financial institution has not acquired the Securities for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions. As used herein, "United States" means the United States of America (including the states and the District of Columbia); and its "possessions" include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands. We undertake to advise you promptly by tested telex on or prior to the date on which you intend to submit your certification relating to the above-captioned Securities held by you for our account in accordance with your Operating Procedures if any applicable statement A1-1

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document herein is not correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such date. This certificate excepts and does not relate to [U.S.$] of such interest in the above-captioned Securities in respect of which we are not able to certify and as to which we understand an exchange for an interest in a Permanent Global Security or an exchange for and delivery of definitive Securities (or, if relevant, collection of any interest) cannot be made until we do so certify. We understand that this certificate may be required in connection with certain tax legislation in the United States. If administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate or a copy thereof to any interested party in such proceedings.

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

(Authorized Signatory) Name: Title: A1-2

EXHIBIT A-2

FORM OF CERTIFICATION TO BE GIVEN BY HOLDERS OF BENEFICIAL INTEREST IN A TEMPORARY REGULATION S GLOBAL SECURITY TO EUROCLEAR OR CLEARSTREAM OWNER SECURITIES CERTIFICATION [EUROCLEAR BANK S.A./N.V., as operator of the Euroclear System] [or] [CLEARSTREAM BANKING, SOCIÉTÉ ANONYME] Re: [title of series] of Quebecor World Capital Corporation (the "Securities") Reference is hereby made to the Indenture, dated as of November 3, 2003 (the "Indenture"), between Quebecor World Capital Corporation (the "Company"), Quebecor World Inc. and Citibank, N.A., as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. This certificate relates to U.S. $ aggregate Amount Payable at Maturity of Securities which are evidenced by the Temporary Regulation S Global Security (CUSIP No. ) and held with the Depositary through Euroclear or Clearstream or both in the name of [insert name of holder] (the "Holder"). In respect of such Securities, the Holder does hereby certify that as of the date hereof, the above-captioned Securities are beneficially owned by non-U.S. Persons and are not held for purposes of resale directly or indirectly to a U.S. Person or to a person within the United States or its possessions. As used herein, "United States" means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia. As used herein, U.S. Person has the meaning assigned to it in Rule 902 under the Securities Act of 1933, as amended. We undertake to advise you immediately by tested telex on or prior to the date on which you intend to submit your certification relating to the Securities held by you for our account in accordance with your operating procedures if any applicable statement herein is not correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such date. A2-1

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document We understand that this certification is required in connection with certain securities laws in the United States. If administrative or legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorize you to produce this certification or a copy thereof to any interested party in such proceedings. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasers of the Securities under the Purchase Agreement, dated , with the Company relating to the Securities. Date: , 3

[Name of Person Making Certification]

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

A2-2

EXHIBIT A-3

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

CERTIFICATE

[Insert title or sufficient description of Securities to be delivered] This is to certify that based solely on written certifications that we have received in writing, by tested telex or by electronic transmission from each of the persons appearing in our records as persons entitled to a portion of the principal amount set forth below (our "Member Organizations") substantially in the form attached hereto, as of the date hereof, [U.S.$] principal amount of the above-captioned Securities (i) is owned by person(s) that are not citizens or residents of the United States, domestic partnerships, domestic corporations or any estate or trust the income of which is subject to United States Federal income taxation regardless of its source ("United States person(s)"), (ii) is owned by United States person(s) that are (a) foreign branches of United States financial institutions (financial institutions, as defined in U.S. Treasury Regulations Section 10165-12(c)(1)(v) are herein referred to as "financial institutions") purchasing for their own account or for resale, or (b) United States person(s) who acquired the Securities through foreign branches of United States financial institutions and who hold the Securities through such United States financial institutions on the date hereof (and in either case (a) or (b), each such financial institution has agreed, on its own behalf or through its agent, that we may advise Quebecor World Capital Corporation or its agent that such financial institution will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) is owned by United States or foreign financial institution(s) for purposes of resale during the restricted period (as defined in United States Treasury Regulations Section 10163-5(c)(2)(i)(D)(7)) and, to the further effect, that financial institutions described in clause (iii) above (whether or not also described in clause (i) or (ii)) have certified that they have not acquired the Securities for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions. As used herein, "United States" means the United States of America (including the states and the District of Columbia); and its "possessions" include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands. We further certify that (i) we are not making available herewith for exchange (or, if relevant, collection of any interest) any portion of the temporary Global Security representing the above-captioned Securities excepted in the above-referenced certificates of Member Organizations and (ii) as of the date hereof we have not received any notification from any of our Member Organizations to the effect that the statements made by such Member Organizations A3-1

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document with respect to any portion of the part submitted herewith for exchange (or, if relevant, collection of any interest) are no longer true and cannot be relied upon as of the date hereof. We understand that this certification is required in connection with certain tax legislation in the United States. If administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate or a copy thereof to any interested party in such proceedings.

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

By A3-2 Exhibit B UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NOMINEE AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. THIS GLOBAL SECURITY AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR RESALES AND OTHER TRANSFERS OF THIS GLOBAL SECURITY TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF). THE HOLDER OF THIS GLOBAL SECURITY SHALL BE DEEMED, BY THE ACCEPTANCE HEREOF, TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT. THE SECURITIES EVIDENCED HEREBY AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN, NOR THE GUARANTEES ENDORSED HEREON, MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY AND GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES, ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY[, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") THAT IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH QUEBECOR WORLD CAPITAL CORPORATION (THE "COMPANY") OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document SECURITY AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF SUCH SECURITY OR THE GUARANTEES ENDORSED HEREON),] ONLY (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) AS LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) AND (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. [THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.] B-1 EACH PURCHASER OF THIS GLOBAL SECURITY OR ANY INTEREST HEREIN IS HEREBY NOTIFIED THAT THE SELLER OF THIS GLOBAL SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. [THIS SECURITY IS A TEMPORARY REGULATION S GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREINAFTER. EXCEPT IN THE CIRCUMSTANCES DESCRIBED HEREIN AND IN SECTION 304 OF THE INDENTURE, NO TRANSFER OR EXCHANGE OF AN INTEREST IN THIS TEMPORARY GLOBAL SECURITY MAY BE MADE FOR AN INTEREST IN THE RESTRICTED GLOBAL SECURITY. NO EXCHANGE OF AN INTEREST IN THIS TEMPORARY GLOBAL SECURITY MAY BE MADE FOR AN INTEREST IN THE REGULATION S GLOBAL SECURITY EXCEPT ON OR AFTER THE TERMINATION OF THE DISTRIBUTION COMPLIANCE PERIOD AND UPON DELIVERY OF THE OWNER SECURITIES CERTIFICATION AND THE DEPOSITORY SECURITIES CERTIFICATION RELATING TO SUCH INTEREST IN ACCORDANCE WITH THE TERMS OF THE INDENTURE.] B-2 CUSIP Number ISIN Number No. -1 $ 00,000,000

QUEBECOR WORLD CAPITAL CORPORATION

% SENIOR NOTES DUE 20 QUEBECOR WORLD CAPITAL CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal amount of $ ( MILLION DOLLARS), or such other principal amount as shall be set forth in the Schedule of Principal Amount attached hereto, on November 15, 20 , at the office or agency of the Company referred to below. This Security is a Global Security, representing $ aggregate principal amount of Securities. From November 3, 2003, or from the most recent interest payment date to which interest has been paid, cash interest on the Securities will accrue at the rate of % per annum, payable semiannually on May 15 and November 15 of each year, beginning on May 15, 2004, to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be May 1 or November 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Reference is hereby made to the further provisions of this Global Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document THIS GLOBAL SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. B-3 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. Dated: November 3, 2003

QUEBECOR WORLD CAPITAL CORPORATION

Name: By: Title:

Name: By: Title: B-4

TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Securities referred to in the within-mentioned Indenture.

CITIBANK, N.A., as Trustee

Name: By: Title: Dated: November 3, 2003 B-5

GUARANTEE OF QUEBECOR WORLD INC. For value received, QUEBECOR WORLD INC., a corporation incorporated pursuant to the Canada Business Corporations Act, having its principal executive offices at 612 Saint-Jacques Street, Montreal, Quebec, Canada, H3C 4M8 (herein called the "Guarantor", which term includes any successor Person under the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby unconditionally and irrevocably guarantees to the Holder of the Security upon which this Guarantee is endorsed and to the Trustee, for itself and on behalf of each such Holder, the due and punctual payment of the principal of, premium, if any, and interest on such Security and the due and punctual payment of the sinking fund or analogous payments referred to therein, if any, when and as the same shall become due and payable, whether on the Stated Maturity Date, by declaration of acceleration, call for redemption or otherwise, according to the terms thereof and of the Indenture referred to therein and of all amounts owing to the Trustee when and as the same shall become due and payable pursuant to the terms of such Indenture. In case of the failure of Quebecor World Capital Corporation, a corporation organized under the laws of the State of Delaware (herein called the "Company", which term includes any successor Person under such Indenture), punctually to make any such payment of principal, premium, if any, or interest or any such sinking fund or analogous payment, or payment to the Trustee, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether, with respect to the Securities, on the Stated Maturity Date or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company. The Guarantor will pay to the Holders such Additional Amounts as may become payable under Section 1005 of the Indenture. The Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Security or such Indenture, any failure to enforce the provisions of such Security or such Indenture, or any waiver, modification or indulgence

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document granted to the Company with respect thereto, by the Holder of such Security or the Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or increase any premium payable upon redemption or repayment thereof, or alter the Stated Maturity Date thereof, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Five of such Indenture. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to such Security or the indebtedness evidenced thereby or with respect to any sinking fund or analogous payment required under such Security and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the principal of, premium, if any, and interest on Security. B-6 The Guarantor shall be subrogated to all rights of the Holder of such Security and the Trustee against the Company in respect of any amounts paid to such Holder or the Trustee by the Guarantor pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, and interest on all Securities of the same series issued under such Indenture shall have been paid in full. No reference herein to such Indenture and no provision of this Guarantee or of such Indenture shall alter or impair the guarantees of the Guarantor, which are absolute and unconditional, of the due and punctual payment of the principal of, premium, if any, and interest on, and any sinking fund or analogous payments with respect to, the Security upon which this Guarantee is endorsed. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication of such Security shall have been manually executed by or on behalf of the Trustee under such Indenture. All terms used in this Guarantee which are defined in such Indenture shall have the meanings assigned to them in such Indenture. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York. B-7 Executed and dated the date on the face hereof.

Name: By: Title:

Name: By: Title: B-8

[Reverse Side of the Global Security] 1. Interest. QUEBECOR WORLD CAPITAL CORPORATION, a corporation organized under the laws of the State of Delaware (the "Company"), for value received promises to pay interest (as defined in the Indenture) on the principal amount of this Global Security at per annum until maturity and shall pay Special Interest ("Special Interest"), if any, as defined and provided for in the Registration Rights Agreement (the "Registration Rights Agreement") dated as of November 3, 2003, among the Company, the Guarantor and the Initial Purchasers relating to the Securities. The Company shall pay interest semi-annually on May 15 and November 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an "Interest Payment Date"). Interest on the Securities shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided, however, that if there is no existing Default in the payment of interest, and if the Securities are authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be May 15, 2004. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the interest rate then in effect under the Indenture and this Global Security; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law)

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document on overdue installments of interest (without regard to any applicable grace periods), from time to time on demand at the same rate to the extent lawful. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. For the purposes of the Interest Act (Canada), the yearly rate of interest which is equivalent to the rate payable hereunder is the rate payable multiplied by the actual number of days in the year and divided by 360. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligations of the Company or the Guarantor, as applicable, which are absolute and unconditional, to pay the principal of (and premium, if any, on) and interest on the Securities at the times, place, and rate, and in the coin or currency, herein prescribed. 2. Method of Payment. The Company shall pay interest on the Securities (except defaulted interest) to the Persons in whose name the Securities (or one or more Predecessor Securities) are registered at the close of business on the May 1 or November 1 next preceding the Interest Payment Date, even if such Securities are cancelled after such record date and on or before such Interest Payment Date, except as provided in Section 307 of the Indenture with respect to defaulted interest. The Securities shall be payable as to principal, interest, premium, if any, and special interest, if any by payment by the Company to the Trustee of such sums and if the Holder has given wire transfer instructions to the Trustee, by wire transfer of immediately available funds to an account located in the United States maintained by the Trustee, for further transfer by the Trustee to the appropriate payee on the Interest Payment Date. All other payments on the Securities will be made at the office or agency of the Paying Agent and Registrar for the Securities within the City and State of New York or, at the option of the Company, payment of interest may be made by check mailed to the Holders at their addresses set forth in the Security Register. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. B-9 3. Paying Agent and Registrar. Initially, Citibank, N.A., the Trustee under the Indenture, shall act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity. 4. Indenture. The Company issued this Global Security under an Indenture dated as of November 3, 2003 ("Indenture") among the Company, the Guarantor and the Trustee. The terms of this Global Security include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended. This Global Security is subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Global Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. As provided for in the Indenture, not all of the Securities of this series need be issued at the same time. The Company may from time to time without notice to, or the consent of, the Holders of the Securities, create and issue additional Securities under the Indenture, equal in rank to the Securities in all respects (or in all respects except for the payment of interest accruing prior to the issue date of the new Securities or except for the first payment of interest following the issue date of the new Securities) so that the new Securities may be consolidated and form a single series with the Securities and have the same terms as to status, redemption or otherwise as the Securities. 5. Mandatory Redemption. The Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Securities. 6. Optional Redemption. The Securities will be redeemable, in whole or in part, at the Company's option at any time and from time to time, in accordance with the provisions of Article 11 of the Indenture, at a Redemption Price equal to the greater of: (1) 100% of the principal amount of the Securities; and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities (not including interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus basis points, plus, in each case, accrued interest thereon to the Redemption Date. B-10 "Adjusted Treasury Rate" means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that Redemption Date.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document "Comparable Treasury Issue" means the United States Treasury security selected by the Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Securities to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Securities. "Comparable Treasury Price" means the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and the lowest of such Reference Treasury Dealer Quotations. "Independent Investment Banker" means the Reference Treasury Dealer appointed by the Trustee after consultation with the Company or if such firm is unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing in the United States appointed by the Trustee after consultation with the Company. "Reference Treasury Dealer" means each of Citigroup Global Markets Inc. and Banc of America Securities LLC or their respective affiliates which are primary U.S. government securities dealers, and their respective successors, and two other firms that are primary U.S. Government securities dealers in The City of New York (a "Primary Treasury Dealer"), provided, however, that if any of the foregoing ceases to be a Primary Treasury Dealer the Company will substitute for it another Primary Treasury Dealer. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Reference Treasury Dealer, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted by the Reference Treasury Dealer at 3:30 p.m. (New York time) on the third business day preceding the redemption date. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Securities or portions of the Securities called for redemption. As provided in the Indenture, if less than all of the Securities are to be redeemed, the Trustee shall select, in such manner as it shall deem fair and appropriate, the particular Securities to be redeemed or any portion thereof that is an integral multiple of $1,000. B-11 No Securities of less than $1,000 will be redeemed in part. Notices of redemption, in the form provided for in the Indenture, will be mailed by first class mail at least 30 but not more than 60 days before the Redemption Date to each Holder of Securities to be redeemed at its registered address. Notices of redemption may not be conditional. If any Security is to be redeemed in part only, the notice of redemption that relates to that Security will state the portion of the principal amount of that Security that is to be redeemed. A new Security in principal amount equal to the unredeemed portion of the original Security will be issued in the name of the holder thereof upon cancellation of the original Security at the Company's expense. Securities called for redemption become irrevocably due and payable on the date fixed for redemption. On and after the redemption date, interest will cease to accrue on Securities or portions of them called for redemption, provided that the redemption price has been paid or set aside as provided in the Indenture. 7. Additional Amounts and Tax Redemption. The Company and the Guarantor, as applicable, will pay to the Holders such Additional Amounts as may be payable under Section 1005 of the Indenture. If the Company or the Guarantor becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the date of issuance of the Securities, the Company may, at any time, upon not less than 30 nor more than 60 days' notice, redeem all, but not part, of the Securities of the affected series at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and special interest, if any, to the Redemption Date. Any such redemption shall be done in accordance with the provisions of Article 11 of the Indenture. Prior to any redemption of the Securities pursuant to the preceding paragraph, the Company shall deliver to the Trustee an Officer's Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of redemption have occurred. The Company will be bound to redeem the Securities on the date fixed for redemption. 8. Denominations, Transfer, Exchange. (a) As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security may be registered on the Security Register of the Company, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purpose duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document or more new Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferee. No service charge shall be made for any registration or transfer or exchange of Securities, but the Security Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes or other governmental charge payable in connection therewith. B-12 The Securities are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000. This Security shall represent the aggregate principal amount of outstanding Securities from time to time endorsed hereon and the aggregate principal amount of Securities represented hereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. As provided in the Indenture and subject to certain limitations therein set forth, the Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. The Company need not exchange or register the transfer of any Security or portion of a Security selected for redemption, except for the unredeemed portion of any Security being redeemed in part. Also, the Company need not exchange or register the transfer of any Securities for a period of 15 days before a selection of Securities to be redeemed or during the period between a record date and the corresponding Interest Payment Date. (b) Notwithstanding any provision to the contrary herein, so long as a Global Security remains outstanding and is held by or on behalf of the Depositary, transfers of a Global Security, in whole or in part, or of any beneficial interest therein, shall only be made in accordance with Section 305 of the Indenture and Section 8 hereof; provided, however, that a beneficial interest in a Global Security may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Global Security in accordance with the transfer restrictions set forth in the restricted legend on the Security, if any, and the Trustee shall have no responsibility with respect to any such transfers. Except for transfers or exchanges made in accordance with any of clauses (i), (ii), (iii), (iv) or (v) of this Section 8(b), transfers of a Global Security shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary, to nominees of the Depositary or to a successor of the Depositary or such successor's nominee. (i) Temporary Regulation S Global Security. If the Holder of a beneficial interest in the Temporary Regulation S Global Security at any time wishes to transfer its interest in such Temporary Regulation S Global Security to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Temporary Regulation S Global Security, such transfer or exchange may be effected only in accordance with this clause (i) and the Applicable Procedures. Upon (A) delivery by a beneficial owner of an interest therein to Euroclear or Clearstream (as the case may be) of a written certification substantially in the form of Exhibit A-2 to the Indenture, then Euroclear or Clearstream, as the case may be, shall reflect on its records the transfer of a beneficial interest in the Temporary Regulation S Global Note from the beneficial owner providing the certification provided in (A) above to the Person providing the certification provided in (B) above. B-13 (ii) Temporary Regulation S Global Security to Regulation S Global Security. If the Holder of a beneficial interest in the Temporary Regulation S Global Security at any time, on or after the termination of the Restricted Period in respect of such Security, wishes to exchange its interest in such Temporary Regulation S Global Security for an interest in the Regulation S Global Security, or to transfer its interest in such Temporary Regulation S Global Security to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Security, such transfer or exchange may be effected only in accordance with this clause (ii) and the Applicable Procedures. Upon (A) delivery by a beneficial owner of an interest therein to Euroclear or Clearstream (as the case may be) of a written certification substantially in the form of Exhibit A-2 to the Indenture, and (B) delivery by Euroclear or Clearstream to the Trustee and Transfer Agent of a written certification substantially in the form attached hereto as Exhibit A-3 to the Indenture, and (C) receipt by the Trustee, as Security Registrar, from the Transfer Agent of the written certification described in (B) and of instructions directing the Trustee, as Security Registrar, to credit or cause to be credited an interest in the Regulation S Global Security in a specified principal amount and to cause to be debited an interest in the Temporary Regulation S Global Note in such specified principal amount, then the Security Registrar shall instruct the Depositary to reduce or cause to be reduced the principal amount of the Temporary Regulation S Global Security and to increase or cause to be increased the principal amount of the Regulation S Global Security by the aggregate principal amount of the beneficial interest in such Temporary Regulation S Global Security to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document instructions a beneficial interest in the Regulation S Global Security having a principal amount equal to the principal amount by which the amount of the Temporary Regulation S Global Security was reduced upon such exchange or transfer. (iii) Restricted Global Security to Regulation S Global Security. If the Holder of a beneficial interest in the Restricted Global Security at any time wishes to exchange its interest in such Restricted Global Security for an interest in the Regulation S Global Security, or to transfer its interest in such Restricted Global Security to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Security, such transfer or exchange may be effected only in accordance with this clause (iii) and the Applicable Procedures. Upon receipt by the Security Registrar of (A) instructions given in accordance with the Applicable Procedures directing the Security Registrar to credit or cause to be credited an interest in the Regulation S Global Security in a specified principal amount and to cause to be debited an interest in the Restricted Global Security in such specified principal amount, and (B) a certificate in the form of Annex A attached hereto given by the Holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Security and (x) pursuant to and in accordance with Regulation S or (y) that the Security being transferred is being transferred in a transaction permitted by Rule 144, then the Security Registrar shall instruct the Depositary to reduce or cause to be reduced the principal amount of the Restricted Global Security and to increase or cause to be increased the principal amount of the Regulation S Global Security by the aggregate principal amount of the interest in the Restricted Global Security to be exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Regulation S Global Security having a principal amount equal to the principal amount by which the amount of the Restricted Global Security was reduced upon such exchange or transfer. B-14 (iv) Temporary Regulation S Global Security or Regulation S Global Note to Restricted Global Security. If the Holder of a beneficial interest in the Temporary Regulation S Global Security or the Regulation S Global Security at any time wishes to exchange its interest in the Regulation S Global Security for an interest in the Restricted Global Security, or to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Security such transfer may be effected only in accordance with this clause (iv) and the Applicable Procedures. Upon receipt by the Security Registrar of (A) instructions given in accordance with the Applicable Procedures directing the Security Registrar to credit or cause to be credited an interest in the Restricted Global Security in a specified principal amount and to cause to be debited an interest in the Temporary Regulation S Global Security or the Regulation S Global Security, as the case may be, in such specified principal amount, and (B) a certificate in the form of Annex B attached hereto given by the Holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Securities and stating that (x) the Person transferring such Interest reasonably believes that the Person acquiring such interest is a Qualified Institutional Buyer as defined in Rule 144A and is obtaining such interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States or (y) that the Person transferring such interest is relying on an exemption other than Rule 144A from the registration requirements of the Securities Act and, in such circumstances, such Opinion of Counsel as the Company may reasonably request to ensure that the requested transfer or exchange is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, then the Security Registrar shall instruct the Depositary to reduce or cause to be reduced the principal amount of the Temporary Regulation S Global Security or the Regulation S Global Security, as the case may be, and to increase or cause to be increased the principal amount of the Restricted Global Security by the aggregate principal amount of the interest in the Temporary Regulation S Global Security or the Regulation S Global Security, as the case may be, to be exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Restricted Global Security having a principal amount equal to the principal amount by which the amount of the Temporary Regulation S Global Security or the Regulation S Global Security, as the case may be, was reduced upon such exchange or transfer. B-15 (v) Global Security to Certificated Security. In the event that a Global Security is exchanged for Security in certificated, registered form pursuant to Section 9 hereof, such Securities may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of clauses (iii) and (iv) above (including the certification requirements

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document intended to ensure that such transfers comply with Rule 144A or Regulation S under the Securities Act, as the case may be) and such other procedures as may from time to time be adopted by the Company or the Trustee. (c) Except in connection with an Exchange Offer (as defined in Section 9 hereof) or Shelf Registration Statement (as defined in Section 9 hereof) contemplated by and in accordance with the terms of the Registration Rights Agreement, if Securities are issued upon the transfer, exchange or replacement of Securities bearing the first legend contained in Section 205 of the Indenture (the "Private Placement Legend"), the Securities so issued shall continue to bear the applicable Private Placement Legend, and a request to remove such legend from Securities will not be honored unless (i) there is delivered to the Trustee an Opinion of Counsel to the effect that neither such legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of the Securities Act or (ii) the date of such transfer, exchange or replacement is two years after the later of (x) the issue date of such Security and (y) the last date that the Company or any affiliate (as defined in Rule 144 under the Securities Act) of the Company was the owner of such Securities (or any Predecessor Securities thereof). Upon compliance with the foregoing, the Trustee, upon a Company Order, shall authenticate and deliver Securities that do not bear such legend. 9. Exchange Global Securities If and when issued, Securities registered under the Securities Act to be exchanged for Securities not so registered, pursuant to and as set forth in the Registration Rights Agreement relating to such an exchange ("Exchange Securities"), offered to Holders, as provided in the Registration Rights Agreement, shall be issued initially in the form of one or more Global Securities (the "Exchange Global Securities"), which shall be deposited on behalf of the Holders of the Exchange Securities represented thereby with the Trustee at its New York offices, as custodian for the Depositary, and registered in the name of the Depositary or its nominee, as the case may be, duly executed by the Company and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with the Indenture). The aggregate principal amount of the Exchange Global Security may from time to time be increased or decreased by adjustments made by the Security Registrar on Schedule A to the Exchange Global Security and recorded in the Security Register, as provided for in the Indenture. Upon the transfer, exchange or replacement of any Security remaining outstanding after the consummation of an Exchange Offer (as defined in the Registration Rights Agreement), the Security Registrar shall deliver such new Security only in global form, subject to the Indenture and Section 8 hereof, and such new Security shall continue to bear the applicable legends set forth in the Indenture. In the case of a Restricted Global Security, such legends shall include the Private Placement Legend unless (x) the appropriate period referred to in Rule 144(k) under the Securities Act has elapsed or (y) there is delivered to the Security Registrar an opinion of counsel reasonably satisfactory to the Company to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the Securities Act. B-16 Upon the transfer, exchange or replacement of any Security pursuant to a Shelf Registration Statement (as defined in the Registration Rights Agreement), the Security Registrar shall deliver such new Security only in global form, subject to the Indenture and Section 8 hereof. To the extent an Exchange Offer has been consummated, or upon the subsequent consummation of an Exchange Offer, beneficial interests in any such new Security shall be reflected in the Exchange Global Note. In the event that the Company delivers to the Trustee a copy of an Officers' Certificate certifying that an Exchange Offer Registration Statement (as defined in the Registration Rights Agreement) under the Securities Act with respect to an Exchange Offer, or a Shelf Registration Statement, as the case may be, has been declared effective by the Commission, and that the Company has offered Exchange Securities to the Holders in accordance with the Exchange Offer or that Securities have been offered pursuant to such Shelf Registration Statement, the Trustee shall exchange or issue upon transfer, as the case may be, upon request of any Holder, such Holder's Securities for (i) in the case of an Exchange Offer, Exchange Securities upon the terms set forth in the Exchange Offer or (ii) in the case of a transfer pursuant to a Shelf Registration Statement, Securities that comply with the requirements applicable following such a transfer as set forth in the Indenture and Section 8 and 9 hereof. (i) Restricted Global Security to Exchange Global Security. Following the earlier of the consummation of the Exchange Offer or the transfer of a Security pursuant to a shelf registration statement that results in beneficial interests in such Security being reflected in the Exchange Global Security, if the Holder of a beneficial interest in the Restricted Global Security at any time wishes to exchange its interest in such Restricted Global Security for an interest in the Exchange Global Security, or to transfer its interest in such Restricted Global Security to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Exchange Global Security, such transfer or exchange, if not effected pursuant to Section 8(b) hereof, may be effected only in accordance with this clause (i) and the Applicable Procedures.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Upon receipt by the Security Registrar of (A) instructions given in accordance with the Applicable Procedures directing the Security Registrar to credit or cause to be credited an interest in the Exchange Global Security in a specified principal amount and to cause to be debited an interest in the Restricted Global Security in such specified principal amount, and (B) (x) the documentation required to be delivered by a Holder to the Trustee pursuant to clause (d)(i) of Section 8 hereof or (y) a representation to the effect of clause (d)(ii) of Section 8 hereof, as applicable, then the Security Registrar shall instruct the Depositary to reduce or cause to be reduced the principal amount of the Restricted Global Security and to increase or cause to be increased the principal amount of the Exchange Global Security by the aggregate principal amount of the interest in the Restricted Global Security to be exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Exchange Global Security having a principal amount equal to the principal amount by which the amount of the Restricted Global Security was reduced upon such exchange or transfer.

B-17 (ii) Regulation S Global Security to Exchange Global Security. Following the earlier of the consummation of the Exchange Offer or the transfer of a Security pursuant to a shelf registration statement that results in beneficial interests in such Security being reflected in the Exchange Global Security, if the Holder of a beneficial interest in the Regulation S Global Security at any time wishes to exchange its interest in such Regulation S Global Security for an interest in the Exchange Global Security, or to transfer its interest in such Regulation S Global Security to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Exchange Global Security, such transfer or exchange, if not effected pursuant to an Exchange Offer or a shelf registration statement in accordance with Section 8(b) hereof, may be effected only in accordance with this clause (ii) and the Applicable Procedures. Upon receipt by the Security Registrar of instructions given in accordance with the Applicable Procedures directing the Security Registrar to credit or cause to be credited an interest in the Exchange Global Security in a specified principal amount and to cause to be debited an interest in the Regulation S Global Security in such specified principal amount, then the Security Registrar shall instruct the Depositary to reduce or cause to be reduced the principal amount of the Regulation S Global Security and to increase or cause to be increased the principal amount of the Exchange Global Security by the aggregate principal amount of the interest in the Regulation S Global Security to be exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Exchange Global Security having a principal amount equal to the principal amount by which the amount of the Regulation S Global Security was reduced upon such exchange or transfer.

(iii) Global Securities to Certificated Securities. In the event that a Global Security is exchanged for Securities in certificated, registered form pursuant to the Indenture and Section 8 hereof, unless pursuant to an effective Shelf Registration Statement with respect to such Securities, such Securities may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of clauses 8(iii) and (iv) above (including the certification requirements intended to ensure that such transfers comply with Rule 144A or Regulation S under the Securities Act, as the case may be) and such other procedures as may from time to time be adopted by the Company or the Trustee.

B-18 10. Certificated Securities Global Securities deposited with the Depositary or other custodian for the Depositary pursuant to the Indenture shall be transferred to the beneficial owners thereof in the form of certificated securities only if such transfer complies with the Indenture and Section 8 hereof and (i) the Depositary notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security, or if at any time the Depositary ceases to be a "clearing agency" registered under the Exchange Act and a successor depositary is not appointed by the Company within 120 days of the earlier of such notice or the Company becoming aware of such cessation, or (ii) the Company, at its option, executes and delivers to the Trustee a notice that such Global Security be so transferable, registrable and exchangeable, or (iii) a Default or an Event of Default has occurred and is continuing with respect to the Securities and the Security Registrar has received a request for such transfer from either the Depositary or (through the Depositary) a Person with a beneficial

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document interest in such Securities or (iv) the issuance of such certificated Securities is necessary in order for a Holder or beneficial owner to present its Security or Securities to a Paying Agent in order to avoid any tax that is imposed on or with respect to a payment made to such Holder or beneficial owner and the Holder or beneficial owner (through the Depositary) so certifies to the Company and the Trustee. Notice of any such transfer shall be given by the Company in accordance with the provisions of the Indenture. Any Global Security that is transferable to the beneficial owners thereof in the form of certificated Securities pursuant to this Section 9 shall be surrendered by the Depositary to the Transfer Agent, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Security, an equal aggregate principal amount of Securities of authorized denominations in the form of certificated Securities. In connection with the exchange of an entire Global Security for certificated Securities pursuant to this Section 9, such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of certificated Securities. In the event that such certificated Securities are not issued to each beneficial owner promptly after the Security Registrar has received a request from the Depositary or (through the Depositary) a beneficial owner to issue such certificated Securities, the Company expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to the Indenture, the right of any beneficial owner of Securities to pursue such remedy with respect to the portion of the Global Security that represents such beneficial owner's Securities as if such certificated Securities had been issued. Any portion of a Global Security transferred or exchanged pursuant to this Section 9 shall be executed, authenticated and delivered only in registered form in denominations of $1,000 and any integral multiple thereof and registered in such names as the Depositary shall direct. Subject to the foregoing, a Global Security is not exchangeable except for a Global Security of like denomination to be registered in the name of the Depositary or its nominee. In the event that a Global Security becomes exchangeable for certificated Securities, payment of principal, premium, if any, and interest on the certificated Securities will be payable, and the transfer of the certificated Securities will be registrable, at the office or agency of the Company maintained for such purposes in accordance with the Indenture. Such certificated Securities shall be substantially in the form hereof (but without the Global Security legends thereon and without Schedule A attached thereto) with the Private Placement Legends to the extent any are applicable. B-19 In the event of the occurrence of any of the events specified in the first paragraph of this Section 9, the Company will promptly make available to the Trustee a reasonable supply of certificated Securities in definitive, fully registered form without interest coupons. Certificated Securities may not be exchanged for beneficial interests in any Global Securities unless the transferor first delivers to the Trustee a written certificate, in a form satisfactory to the Company and the Trustee, to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such Securities. 11. Persons Deemed Owners. The registered Holder of a Security may be treated as its owner for all purposes. 12. Amendment, Supplement and Waiver. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the Guarantor and the rights of the Holders under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all the Securities, to waive compliance by the Company and the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by or on behalf of the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Security. Without notice to or the consent of any Holder of the Securities, the Company, the Guarantor and the Trustee may modify, amend or supplement the Indenture to, among other things, cure any ambiguity, omission, defect or inconsistency or make any change that does not adversely affect the rights of any Holder of the Securities. 13. Unclaimed Money. All moneys paid by the Company or the Guarantor to the Trustee or a Paying Agent for the payment of the principal of, or premium, if any, or interest on, any Securities that remain unclaimed at the end of two years after such principal, premium or interest

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document has become due and payable may be repaid to the Company or the Guarantor and the Holder of such Security thereafter may look only to the Company or the Guarantor for payment thereof. B-20 14. Discharge and Defeasance. The Company and the Guarantor at any time may be discharged from some or all of their respective obligations under the Securities, the Guarantees and the Indenture upon compliance by the Company and the Guarantor, with certain conditions set forth therein, which provisions apply to this Security. 15. Defaults and Remedies. This Security has the Events of Default as set forth in Section 501 of the Indenture. If an Event of Default occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Securities then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), subject to certain limitations, may and the Trustee, upon the written request of such Holders shall, declare the principal amount, premium, if any, and accrued but unpaid interest to the date of acceleration, on all of the Securities then outstanding to be due and payable and, upon any such declaration, such principal amount, premium, if any, and such accrued but unpaid interest, shall become immediately due and payable. Certain events of bankruptcy or insolvency are Events of Default and shall result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives an indemnity satisfactory to it. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, or interest or Special Interest or Additional Amounts, if any) if it determines in good faith that withholding notice is in the interests of the Holders. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Holders of a majority in aggregate principal amount of the Securities then outstanding by written notice to the Company and the Trustee may waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest or Special Interest or Additional Amounts, if any. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default. 16. Trustee Dealings with Company. Subject to certain limitations, the Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company, the Guarantor or any Affiliate of the Company or the Guarantor with the same rights it would have if it were not Trustee. Any Paying Agent, Security Registrar, co-Security Registrar or co-Paying Agent may do the same with like rights. B-21 17. No Recourse Against Others. No past, present or future director, officer, employee, incorporator or stockholder of the Company or the Guarantor, as such, shall have any liability for any obligations of the Company or the Guarantor under the Indenture, the Securities, the Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Security waives and releases all such liability. 18. Authentication. This Security shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. 19. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 20. Additional Rights of Holders of Restricted Global Securities and Restricted Definitive Securities. In addition to the rights provided to Holders of Securities under the Indenture, Holders of Restricted Securities shall have all the rights set forth in the Registration Rights Agreement. 21. CUSIP Numbers.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Securities and has directed the Trustee to use CUSIP numbers in notices of redemption or notices of Offers to Purchase as a convenience to Holders. No representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers printed thereon and any such redemption shall not be affected by any defect in or omission of such numbers. The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: Quebecor World Inc., 612 Saint-Jacques Street, Montreal, Quebec, Canada, H3C 4M8, Attention: General Counsel. 22. Governing Law. The internal law of the State of New York shall govern and be used to construe this Security. B-22

ASSIGNMENT FORM To assign and transfer this Security, fill in the form below: (I) or (we) assign and transfer this Security to

(Insert assignee's social security or tax I.D. no.)

(Print or type assignee's name, address and postal code) and irrevocably appoint as agent to transfer this Security on the books of the Company. The agent may substitute another to act for him. Your Signature: (Sign exactly as your name appears on the other side of this Security) Signature Guarantee: (Participant in a recognized signature guarantee medallion program) Date: Certifying Signature: In connection with any transfer of any Securities evidenced by this certificate occurring prior to the date that is two years after the later of the date of original issuance of such Securities and the last date, if any, on which the Securities were owned by the Company or any Affiliate of the Company, the undersigned confirms that such Securities are being transferred in accordance with the transfer restrictions set forth in such Securities and that such transfer is being made: CHECK ONE BOX BELOW

(1) o to the Company; or

(2) o pursuant to and in compliance with Rule 144A under the U.S. Securities Act of 1933; or

(3) o pursuant to and in compliance with Regulation S under the U.S. Securities Act of 1933; or

(4) o pursuant to another available exemption from the registration requirements of the U.S. Securities Act of 1933; or

(5) o pursuant to an effective registration statement under the U.S. Securities Act of 1933. B-23 Unless one of the boxes is checked, the Trustee will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if box (2) is checked, by executing this form, the

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Transferor is deemed to have certified that such Securities are being transferred to a person it reasonably believes is a "qualified institutional buyer" as defined in Rule 144A under the U.S. Securities Act of 1933 who has received notice that such transfer is being made in reliance on Rule 144A; if box (3) is checked, by executing this form, the Transferor is deemed to have certified that such transfer is made pursuant to an offer and sale that occurred outside the United States in compliance with Regulation S under the U.S. Securities Act of 1933; and if box (4) is checked, the Trustee may require, prior to registering any such transfer of the Securities, such legal opinions, certifications and other information as the Company reasonably requests to confirm that such transfer is being made pursuant to an exemption from or in a transaction not subject to, the registration requirements of the U.S. Securities Act of 1933. Signature: Signature Guarantee:

(Participant in a recognized signature guarantee medallion program) Certifying Signature: Date: Signature Guarantee: (Participant in a recognized signature guarantee medallion program) B-24

QuickLinks Indenture QUEBECOR WORLD CAPITAL CORPORATION 1 Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of November 3, 2003 TABLE OF CONTENTS2 RECITALS OF THE COMPANY ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION ARTICLE TWO SECURITY FORMS TRUSTEE'S CERTIFICATE OF AUTHENTICATION GUARANTEE OF QUEBECOR WORLD INC. ARTICLE THREE THE SECURITIES ARTICLE FOUR SATISFACTION AND DISCHARGE ARTICLE FIVE REMEDIES ARTICLE SIX THE TRUSTEE ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE, COMPANY AND GUARANTOR ARTICLE EIGHT CONSOLIDATION, AMALGAMATION, MERGER, CONVEYANCE, TRANSFER OR LEASE ARTICLE NINE SUPPLEMENTAL INDENTURES ARTICLE TEN COVENANTS ARTICLE ELEVEN REDEMPTION OF SECURITIES ARTICLE TWELVE SINKING FUNDS ARTICLE THIRTEEN REPAYMENT AT OPTION OF HOLDERS ARTICLE FOURTEEN DEFEASANCE AND COVENANT DEFEASANCE ARTICLE FIFTEEN GUARANTEE OF SECURITIES ARTICLE SIXTEEN MEETINGS OF HOLDERS OF SECURITIES SCHEDULE A SCHEDULE OF PRINCIPAL AMOUNT ANNEX A FORM OF TRANSFER CERTIFICATE FOR TRANSFER FROM RESTRICTED GLOBAL SECURITY TO REGULATION S GLOBAL SECURITY ANNEX B FORM OF TRANSFER CERTIFICATE FOR TRANSFER FROM REGULATION S GLOBAL NOTE TO RESTRICTED GLOBAL NOTE EXHIBIT A FORMS OF CERTIFICATION EXHIBIT A-1 FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED TO RECEIVE BEARER SECURITY OR TO OBTAIN

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE CERTIFICATE [ Insert title or sufficient description of Securities to be delivered ] EXHIBIT A-2 FORM OF CERTIFICATION TO BE GIVEN BY HOLDERS OF BENEFICIAL INTEREST IN A TEMPORARY REGULATION S GLOBAL SECURITY TO EUROCLEAR OR CLEARSTREAM OWNER SECURITIES CERTIFICATION EXHIBIT A-3 FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND CLEARSTREAM IN CONNECTION WITH THE EXCHANGE OF A PORTION OF A TEMPORARY GLOBAL SECURITY OR TO OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE CERTIFICATE [ Insert title or sufficient description of Securities to be delivered ] QUEBECOR WORLD CAPITAL CORPORATION % SENIOR NOTES DUE 20 TRUSTEE'S CERTIFICATE OF AUTHENTICATION GUARANTEE OF QUEBECOR WORLD INC. [Reverse Side of the Global Security] ASSIGNMENT FORM

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document QuickLinks -- Click here to rapidly navigate through this document Exhibit 4.4 REGISTRATION RIGHTS AGREEMENT by and among Quebecor World Capital Corporation and Quebecor World Inc. and Citigroup Global Markets Inc. Banc of America Securities LLC RBC Dominion Securities Corporation ABN AMRO Incorporated BNP Paribas Securities Corp. Scotia Capital (USA) Inc. TD Securities (USA) Inc. Harris Nesbitt Corp. Wachovia Capital Markets, LLC CIBC World Markets Corp. Putnam Lovell NBF Securities Inc. Barclays Capital Inc. Fleet Securities, Inc. Tokyo-Mitsubishi International plc Dated as of November 3, 2003

REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of November 3, 2003, by and among Quebecor World Capital Corporation, a Delaware corporation (the "Company"), Quebecor World Inc., a corporation amalgamated under the laws of Canada (the "Guarantor"), and Banc of America Securities LLC and Citigroup Global Markets Inc. (each an "Initial Purchaser" and, collectively, the "Initial Purchasers"). Each of the Initial Purchasers has agreed to purchase the Company's Initial Notes (as defined below) pursuant to the Purchase Agreement (as defined below). This Agreement is made pursuant to the Purchase Agreement (as defined below). In order to induce the Initial Purchasers to purchase the Initial Notes, the Company and the Guarantor have agreed, for the benefit of each Initial Purchaser and for the benefit of the holders from time to time of the Notes (including each Initial Purchaser) to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(h) of the Purchase Agreement, and capitalized terms not defined herein are used as defined in the Purchase Agreement. The parties hereby agree as follows: SECTION 1. Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings: Advice: As defined in Section 6(c) hereof. Broker-Dealer: Any broker or dealer registered as such under the Exchange Act. Business Day: Any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Closing Date: The date of this Agreement. Commission: The United States Securities and Exchange Commission. Consummate: A registered Exchange Offer shall be deemed "Consummated" for purposes of this Agreement when (i) the Exchange Offer Registration Statement has been filed and declared effective by the Commission, (ii) such Registration Statement was kept continuously effective and the Exchange Offer was kept open for a period not less than the minimum period required pursuant to Section 3(b) hereof and (iii) the Company has delivered to the Registrar under the Indenture Exchange Notes in the same aggregate

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document principal amount as the aggregate principal amount of Initial Notes that were tendered by Holders thereof pursuant to the Exchange Offer. Controlling person: As defined in Section 8(a) hereof. Effectiveness Target Date: As defined in Section 5 hereof. Exchange Act: The United States Securities Exchange Act of 1934, as amended. 7 1 Exchange Notes: The 4 /8% Senior Notes due 2008 and the 6 /8% Senior Notes due 2013, of the same series under the Indenture as the Initial Notes, including the Guarantees attached thereto, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement. Exchange Offer: The registration under the Securities Act of the Exchange Notes pursuant to a Registration Statement pursuant to which the Holders of all outstanding Transfer Restricted Securities are offered the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange Notes in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders. Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offer, including the related Prospectus. Holder: As defined in Section 2(b) hereof. Indemnified Holder: As defined in Section 8(a) hereof. Indenture: The Indenture, dated as of November 3, 2003, among the Company, the Guarantor and Citibank N.A., as trustee (the "Trustee"), pursuant to which the Notes are to be issued, as such Indenture is amended or supplemented from time to time in accordance with the terms thereof. 7 1 Initial Notes: The 4 /8% Senior Notes due 2008 and the 6 /8% Senior Notes due 2013, of the same series under the Indenture as the Exchange Notes, including the Guarantees attached thereto, for so long as such securities constitute Transfer Restricted Securities. Initial Placement: The issuance and sale by the Company of the Initial Notes to the Initial Purchasers pursuant to the Purchase Agreement. Interest Payment Date: As defined in the Indenture and the Notes. NASD: National Association of Securities Dealers, Inc. Notes: The Initial Notes and the Exchange Notes. Person: An individual, partnership, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof. Prospectus: The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus. Purchase Agreement: The Purchase Agreement, dated as of October 29, 2003, among the Company, the Guarantor and the Initial Purchasers. 2 Registration Default: As defined in Section 5 hereof. Registration Statement: Any registration statement of the Company and the Guarantor relating to (a) an offering of Exchange Notes pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein. Securities Act: The United States Securities Act of 1933, as amended. Shelf Filing Deadline: As defined in Section 4(a) hereof. Shelf Registration Statement: As defined in Section 4(a) hereof. Special Interest: As defined in Section 5 hereof. Transfer Restricted Securities: Each Initial Note, until the earliest to occur of (a) the date on which such Initial Note is exchanged in the Exchange Offer and entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Securities Act, (b) the date on which such Initial Note has been effectively registered under the Securities Act and disposed of in accordance with a Shelf Registration Statement and (c) the date on which such Initial Note is distributed to the public

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document pursuant to Rule 144 under the Securities Act or by a Broker-Dealer pursuant to the "Plan of Distribution" contemplated by the Exchange Offer Registration Statement (including delivery of the Prospectus contained therein). Trust Indenture Act: The United States Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa, et seq.) as in effect on the date of the Indenture. Underwritten Registration or Underwritten Offering: A registration in which securities of the Company are sold to an underwriter for reoffering to the public. SECTION 2. Securities Subject to this Agreement. (a) Transfer Restricted Securities. The securities entitled to the benefits of this Agreement are the Transfer Restricted Securities. (b) Holders of Transfer Restricted Securities. A Person is deemed to be a holder of Transfer Restricted Securities (each, a "Holder") whenever such Person owns Transfer Restricted Securities. SECTION 3. Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the Company and the Guarantor shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 days after the Closing Date (or if such 90th day is not a Business Day, the next succeeding Business Day), a Registration Statement 3 under the Securities Act relating to the Exchange Notes and the Exchange Offer, (ii) use their best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 150 days after the Closing Date (or if such 150th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of (i) the offers of the Exchange Notes in exchange for the Transfer Restricted Securities and (ii) the resales of Exchange Notes held by Broker-Dealers as contemplated by Section 3(c) below. (b) The Company and the Guarantor shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 30 days after the date notice of the Exchange Offer is mailed to the Holders. The Company and the Guarantor shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantor shall use their best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 180 days after the Closing Date (or if such 180th day is not a Business Day, the next succeeding Business Day). (c) The Company and the Guarantor shall indicate in a "Plan of Distribution" section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Notes that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer except to the extent required by the Commission as a result of a change in policy after the date of this Agreement.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The Company and the Guarantor shall use their best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) below to the extent necessary to ensure that it is available for resales 4 of Exchange Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company and the Guarantor shall provide sufficient copies of the latest version of such Prospectus to Broker-Dealers promptly upon request at any time during such 180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales. SECTION 4. Shelf Registration (a) Shelf Registration. If (i) the Company and the Guarantor are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), (ii) for any reason the Exchange Offer is not Consummated within 180 days after the Closing Date (or if such 180th day is not a Business Day, the next succeeding Business Day), or (iii) with respect to any Holder of Transfer Restricted Securities, such Holder notifies the Company prior to 20th day following the Consummation of the Exchange Offer that (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, or (B) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (C) such Holder is a Broker-Dealer and holds Initial Notes acquired directly from the Company or one of its affiliates, then, upon such Holder's request, the Company and the Guarantor shall: (x) cause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the "Shelf Registration Statement") as soon as practicable but in any event on or prior to 90 days after the date on which the filing obligation arises (or if such 90th day is not a Business Day, the next succeeding Business Day) (such date being the "Shelf Filing Deadline"), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof; and (y) use their best efforts to cause such Shelf Registration Statement to be declared effective by the Commission on or before the 150th day after date on which the filing obligation arises (or if such 150th day is not a Business Day, the next succeeding Business Day). The Company and the Guarantor shall use their best efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of Notes by the Holders of Transfer Restricted Securities entitled to the benefit of this 5 Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years following the Closing Date (or shorter period that will terminate when all the Notes covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement). (b) Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 20 business days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Special Interest. If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the "Effectiveness Target Date"), (iii) the Exchange Offer has not been Consummated within 30 days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, unless a Shelf Registration Statement or its related Prospectus ceases to be effective or usable solely as a result of the occurrence of a material event with respect to the Company and/or the Guarantor that would be required by law to be described in such Shelf Registration Statement or the related Prospectus, provided that the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement or the related Prospectus to describe such event, (each such event referred to in clauses (i) through (iv), a "Registration Default"), the Company and the Guarantor hereby agree that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by an additional 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increase exceed 1.00% per annum. Such additional interest to be paid pursuant to a Registration Default is referred to herein as "Special Interest." Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. 6 All Special Interest accrued pursuant to this Section 5 shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. All obligations of the Company and the Guarantor set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Note shall have been satisfied in full. SECTION 6. Registration Procedures (a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor shall comply with all of the provisions of Section 6(c) below, shall use their best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company there is a question as to whether the Exchange Offer is permitted by applicable law, the Company and the Guarantor hereby agree to diligently pursue a favorable decision from the Commission allowing the Company and the Guarantor to Consummate an Exchange Offer for such Initial Notes. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation thereof, a written representation to the Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Guarantor, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company's and the Guarantor's preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired by such Holder directly from the Company. 7 (b) Shelf Registration Statement. In connection with the Shelf Registration Statement, the Company and the Guarantor shall comply with all the provisions of Section 6(c) below and shall use their best efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and pursuant thereto the Company and the Guarantor will, in accordance with the time limitations set forth in Section 4 of this Agreement, prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Securities Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof. (c) General Provisions. In connection with any Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the related Prospectus required to permit resales of Notes by Broker-Dealers), the Company and the Guarantor shall: (i) use their best efforts to keep such Registration Statement continuously effective and provide all requisite financial statements (including, if required by the Securities Act or any regulation thereunder, financial statements of the Guarantor for the period specified in Section 3 or 4 of this Agreement, as applicable; upon the occurrence of any event that would cause (A) any such Registration Statement to contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (B) the Prospectus contained in the Registration Statement to contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (C) any such Registration Statement or the Prospectus contained therein not to be effective or usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Company and the Guarantor shall file promptly an appropriate amendment to such Registration Statement, in the case of clause (A), correcting any such misstatement or omission, and, in the case of either clause (A), (B) or (C), use their best efforts to cause such amendment to be declared effective and such Registration Statement and the related Prospectus to become usable for their intended purpose(s) as soon as practicable thereafter; (ii) prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement as may be necessary to keep the Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as applicable, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus; 8 (iii) advise the underwriter(s), if any, and selling Holders promptly and, if requested by such Persons, to confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to any Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in (1) the Registration Statement in order to correct an omission of a material fact necessary to make the statements therein not misleading, or (2) the Prospectus in order to correct an omission of a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time the Commission shall issue any stop

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or Blue Sky laws, the Company and the Guarantor shall use their reasonable best efforts to obtain the withdrawal or lifting of such order at the earliest possible time; (iv) furnish without charge to each of the Initial Purchasers, each selling Holder named in any Registration Statement, and each of the underwriter(s), if any, before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of such Registration Statement), which documents will be subject to the review of such Holders and underwriter(s) in connection with such sale, if any, for a period of at least five business days, and the Company and any Guarantor will not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement or Prospectus (including all such documents incorporated by reference) to which an Initial Purchaser of Transfer Restricted Securities covered by such Registration Statement or the underwriter(s), if any, shall reasonably object in writing within five business days after the receipt thereof (such objection to be deemed timely made upon confirmation of telecopy transmission within such period). (v) promptly prior to the filing of any document that is to be incorporated by reference into a Registration Statement or Prospectus, provide copies of such document to the Initial Purchasers, each selling Holder named in any Registration Statement, and to the underwriter(s), if any, make the representatives of the Company and the Guarantor available for discussion of such document and other customary due diligence matters, and include such information in such document prior to the filing thereof as such selling Holders or underwriter(s), if any, reasonably may request; 9 (vi) make available at reasonable times for inspection by the Initial Purchasers, any managing underwriter participating in any disposition pursuant to such Registration Statement and any attorney or accountant retained by such Initial Purchasers or any of the underwriter(s), all financial and other records, pertinent corporate documents and properties of the Company and the Guarantor as is customary for similar due diligence examinations and cause the Company's and the Guarantor's officers, directors and employees to supply all information reasonably requested by any such Holder, underwriter, attorney or accountant in connection with such Registration Statement subsequent to the filing thereof and prior to its effectiveness; provided that all information and documents supplied by the Company shall be kept confidential by the receiving parties unless disclosure is required by law or regulation, or by any regulatory authority, stock exchange, court or administrative order; (vii) if requested by any selling Holders or the underwriter(s), if any, promptly incorporate in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holders and underwriter(s), if any, may reasonably request to have included therein, including, without limitation, information relating to the "Plan of Distribution" of the Transfer Restricted Securities, information with respect to the principal amount of Transfer Restricted Securities being sold to such underwriter(s), the purchase price being paid therefor and any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment; (viii) cause the Transfer Restricted Securities covered by the Registration Statement to be rated with the appropriate rating agencies, if so requested by the Holders of a majority in aggregate principal amount of Notes covered thereby or the underwriter(s), if any; (ix) furnish to each selling Holder and each of the underwriter(s), if any, without charge, at least one copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto, including financial statements and schedules, all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference); (x) deliver to each selling Holder and each of the underwriter(s), if any, without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; the Company and the Guarantor hereby consent, subject to the provisions of this Agreement, to the use of the Prospectus and any amendment or supplement thereto by each of the selling Holders and each of the underwriter(s), if any, in

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto; (xi) enter into such agreements (including an underwriting agreement) and make such representations and warranties in form, substance and scope as are 10 customarily made by issuers to underwriters, and take all such other actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to any Registration Statement contemplated by this Agreement, all to such extent as may be reasonably requested by any Initial Purchaser or by any Holder of Transfer Restricted Securities or underwriter in connection with any sale or resale pursuant to any Registration Statement contemplated by this Agreement; and whether or not an underwriting agreement is entered into and whether or not the registration is an Underwritten Registration, the Company and the Guarantor shall: (A) furnish to each Initial Purchaser, each selling Holder and each underwriter, if any, in such substance and scope as they may request and as are customarily made by issuers to underwriters in primary underwritten offerings, upon the date of the Consummation of the Exchange Offer and, if applicable, the effectiveness of the Shelf Registration Statement: (1) a certificate, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, signed by (y) the President or any Vice President and (z) a principal financial or accounting officer of each of the Company and the Guarantor, confirming, as of the date thereof, the matters set forth in paragraphs (i), (ii) and (iii) of Section 5 (e) of the Purchase Agreement and such other matters as such parties may reasonably request; (2) opinions, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, of Canadian and United States counsel for the Company and the Guarantor, covering the matters set forth in paragraphs (c) and (d) of Section 5 of the Purchase Agreement and such other matters as such parties may reasonably request, and in any event including a statement to the effect that such counsel has participated in conferences with officers and other representatives of the Company and the Guarantor, representatives of the independent public accountants for the Company and the Guarantor, the Initial Purchasers' representatives and the Initial Purchasers' counsel in connection with the preparation of such Registration Statement and the related Prospectus and have considered the matters required to be stated therein and the statements contained therein, although such counsel has not independently verified the accuracy, completeness or fairness of such statements; and that such counsel advises that, on the basis of the foregoing (relying as to materiality to a large extent upon facts provided to such counsel by officers and other representatives of the Company and the Guarantor and without independent check or verification), no facts came to such counsel's attention that caused such counsel to believe that the applicable Registration Statement, at the time such Registration Statement or any post-effective amendment thereto became effective, and, in the case of the Exchange Offer 11 Registration Statement, as of the date of Consummation, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus contained in such Registration Statement as of its date and, in the case of the opinion dated the date of Consummation of the Exchange Offer, as of the date of Consummation, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Without limiting the foregoing, such counsel may state further that such counsel assumes no responsibility for, and has not independently verified, the accuracy, completeness or fairness of the financial statements, notes and schedules and other financial data included in any Registration Statement contemplated by this Agreement or the related Prospectus; and (3) a customary comfort letter, dated as of the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, from the Company's and

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Guarantor's independent accountants, in the customary form and covering matters of the type customarily covered in comfort letters to underwriters in connection with primary underwritten offerings, and affirming the matters set forth in the comfort letters delivered pursuant to Section 5(a) of the Purchase Agreement, without exception; (B) set forth in full or incorporate by reference in the underwriting agreement, if any, the indemnification provisions and procedures of Section 8 hereof with respect to all parties to be indemnified pursuant to said Section; and (C) deliver such other documents and certificates as may be reasonably requested by such parties to evidence compliance with clause (A) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company or the Guarantor pursuant to this clause (xi), if any. If at any time the representations and warranties of the Company and the Guarantor contemplated in clause (A)(1) above cease to be true and correct, the Company or the Guarantor shall so advise the Initial Purchasers and the underwriter(s), if any, and each selling Holder promptly and, if requested by such Persons, shall confirm such advice in writing; (xii) prior to any public offering of Transfer Restricted Securities, cooperate with the selling Holders, the underwriter(s), if any, and their respective counsel in connection with the registration and qualification of the Transfer Restricted Securities under the securities or Blue Sky laws of such jurisdictions in the United States as the selling Holders or underwriter(s) may request and do any and all other acts or things 12 necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Registration Statement; provided, however, that neither the Company nor any Guarantor shall be required to register or qualify as a foreign corporation where it is not then so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not then so subject; (xiii) shall issue, upon the request of any Holder of Initial Notes covered by the Shelf Registration Statement, or if the Exchange Offer is to be consummated, Exchange Notes, having an aggregate principal amount equal to the aggregate principal amount of Initial Notes surrendered to the Company by such Holder in exchange therefor or being sold by such Holder; such Exchange Notes to be registered in the name of such Holder or in the name of the purchaser(s) of such Notes, as the case may be; in return, the Initial Notes held by such Holder shall be surrendered to the Company for cancellation; (xiv) cooperate with the selling Holders and the underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and enable such Transfer Restricted Securities to be in such denominations and registered in such names as the Holders or the underwriter(s), if any, may request at least two business days prior to any sale of Transfer Restricted Securities made by such underwriter(s); (xv) if any fact or event contemplated by clause (c)(iii)(D) above shall exist or have occurred, prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (xvi) provide a CUSIP number for all Transfer Restricted Securities not later than the effective date of the Registration Statement and provide the Trustee under the Indenture with printed certificates for the Transfer Restricted Securities which are in a form eligible for deposit with the Depository Trust Company; (xvii) cooperate and assist in any filings required to be made with the NASD and in the performance of any due diligence investigation by any underwriter (including any "qualified independent underwriter") that is required to be retained in accordance with the rules and regulations of the NASD, and use their reasonable best efforts to cause such Registration Statement to be approved by such governmental agencies or authorities as may be necessary to enable the Holders selling Transfer Restricted Securities to consummate the disposition of such Transfer Restricted Securities; (xviii) otherwise use their best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders a consolidated earnings statement of the Company meeting the requirements of Rule 158 13

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (which need not be audited) for the twelve-month period, no later than 45 days, or 90 days in the case that such period is a fiscal year, (A) commencing at the end of any fiscal quarter in which Transfer Restricted Securities are sold to underwriters in a firm or best efforts Underwritten Offering or (B) if not sold to underwriters in such an offering, beginning with the first month of the Company's first fiscal quarter commencing after the effective date of the Registration Statement; (xix) cause the Indenture to be qualified under the Trust Indenture Act not later than the effective date of the first Registration Statement required by this Agreement, and, in connection therewith, cooperate with the Trustee and the Holders of Notes to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and to execute and use their best efforts to cause the Trustee to execute, all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner; (xx) cause all Transfer Restricted Securities covered by the Registration Statement to be listed on each securities exchange on which similar securities issued by the Company are then listed if requested by the Holders of a majority in aggregate principal amount of Initial Notes or the managing underwriter(s), if any; (xxi) provide promptly to each Holder upon request each document filed with the Commission pursuant to the requirements of Section 13 and Section 15 of the Exchange Act; (xxii) prior to the commencement of the Exchange Offer, apply for and receive an order under subsection 82(3) of the Canada Business Corporations Act exempting the Indenture from the applicable provisions of that act. Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xv) hereof, or until it is advised in writing (the "Advice") by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. If so directed by the Company, each Holder will deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof to and including the date when each selling Holder covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xv) hereof or shall have received the Advice; however, no such extension shall be taken into account in determining whether Special Interest is due pursuant to Section 5 hereof or the 14 amount of such Special Interest, it being agreed that the Company's option to suspend use of a Registration Statement pursuant to this paragraph shall be treated as a Registration Default for purposes of Section 5. SECTION 7. Registration Expenses. (a) All expenses incident to the Company's or the Guarantor's performance of or compliance with this Agreement will be borne by the Company or the Guarantor, regardless of whether a Registration Statement becomes effective, including without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the NASD (and, if applicable, the fees and expenses of any "qualified independent underwriter" and its counsel that may be required by the rules and regulations of the NASD)); (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities laws; (iii) all expenses of printing (including printing certificates for the Exchange Notes to be issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company, the Guarantor and, subject to Section 7(b) below, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Notes on a national securities exchange or automated quotation system pursuant to the requirements thereof; and (vi) all fees and disbursements of independent certified public accountants of the Company and the Guarantor (including the expenses of any special audit and comfort letters required by or incident to such performance). The Company and the Guarantor will, in any event, bear their internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company or the Guarantor.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) In connection with any Registration Statement required by this Agreement (including, without limitation, the Exchange Offer Registration Statement and the Shelf Registration Statement), the Company and the Guarantor, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the "Plan of Distribution" contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Shearman & Sterling LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared. SECTION 8. Indemnification. (a) The Company agrees and the Guarantor, jointly and severally, agree to indemnify and hold harmless (i) each Holder and (ii) each Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the persons referred to in this clause (ii) being hereinafter referred to as a "controlling person") and (iii) the respective officers, directors, partners, employees, representatives and agents of any Holder or any controlling person (any person referred to in clause (i), (ii) or (iii) may hereinafter 15 be referred to as an "Indemnified Holder"), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, judgments, actions and expenses (including without limitation and as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing, settling, compromising, paying or defending any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses of counsel to any Indemnified Holder), joint or several, directly or indirectly caused by, related to, based upon, arising out of or in connection with (A) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment or supplement thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (B) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except (i) insofar as such losses, claims, damages, liabilities or expenses are caused by an untrue statement or omission or alleged untrue statement or omission that is made in reliance upon and in conformity with information relating to any of the Holders furnished in writing to the Company by any of the Holders expressly for use therein and (ii) the Company and the Guarantor shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of or is based upon the use of a Registration Statement after (x) a stop order has been issued by the Commission in respect of a Registration Statement or any proceedings for such purposes have been initiated or (y) a Registration Statement has been suspended, so long as in the case of (x) and (y), the Holders shall have received prior notice of such action from the Company in accordance with this Agreement. This indemnity agreement shall be in addition to any liability which the Company and the Guarantor may otherwise have. In case any action or proceeding (including any governmental or regulatory investigation or proceeding) shall be brought or asserted against any of the Indemnified Holders with respect to which indemnity may be sought against the Company or the Guarantor, such Indemnified Holder (or the Indemnified Holder controlled by such controlling person) shall promptly notify the Company and the Guarantor in writing (provided, that the failure to give such notice shall not relieve the Company or the Guarantor of their respective obligations pursuant to this Agreement). Such Indemnified Holder shall have the right to employ its own counsel in any such action and the fees and expenses of such counsel shall be paid, as incurred, by the Company and the Guarantor (regardless of whether it is ultimately determined that an Indemnified Holder is not entitled to indemnification hereunder). The Company and the Guarantor shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for such Indemnified Holders, which firm shall be designated by the Holders. The Company and the Guarantor shall be liable for any settlement of any such action or proceeding effected with the Company's and the Guarantor's prior written consent, which consent shall not be withheld unreasonably, and each of the Company and the Guarantor agrees to indemnify and hold harmless any Indemnified Holder from and against any loss, claim, damage, liability or expense by reason of any settlement of any action effected with the written consent of the Company. The Company and the Guarantor shall not, without the prior written consent of each Indemnified Holder, settle or compromise or 16

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document consent to the entry of judgment in or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not any Indemnified Holder is a party thereto), unless such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Holder from all liability arising out of such action, claim, litigation or proceeding. (b) Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to indemnify and hold harmless the Company and the Guarantor and their respective directors, officers of the Company who sign a Registration Statement, and any person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, the Guarantor and the respective officers, directors, partners, employees, representatives and agents of each such person, to the same extent as the foregoing indemnity from the Company and the Guarantor to each of the Indemnified Holders, but only with respect to claims and actions based on information furnished in writing by such Holder expressly for use in any Registration Statement. In case any action or proceeding shall be brought against the Company, the Guarantor or their directors or officers or any such controlling person in respect of which indemnity may be sought against a Holder of Transfer Restricted Securities, such Holder shall have the rights and duties given to the Company and/or the Guarantor pursuant to this Agreement, as applicable, and the Company, the Guarantor or their directors or officers or such controlling person shall have the rights and duties given to each Holder by the preceding paragraph. (c) If the indemnification provided for in this Section 8 is unavailable to an indemnified party under Section 8(a) or Section 8(b) hereof (other than by reason of exceptions provided in those Sections) in respect of any losses, claims, damages, liabilities, judgments, actions or expenses referred to therein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantor, on the one hand, and the Holders, on the other hand, from the Initial Placement (which in the case of the Company and the Guarantor shall be deemed to be equal to the total gross proceeds from the Initial Placement as set forth on the cover page of the Offering Memorandum), the amount of Special Interest which did not become payable as a result of the filing of the Registration Statement resulting in such losses, claims, damages, liabilities, judgments actions or expenses, and such Registration Statement, or if such allocation is not permitted by applicable law, the relative fault of the Company and the Guarantor on the one hand, and of the Indemnified Holder, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Indemnified Holder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Indemnified Holder and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in the second paragraph of Section 8(a), 17 any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. The Company, the Guarantor and each Holder of Transfer Restricted Securities agree that it would not be just and equitable if contribution pursuant to this Section 8(c) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, none of the Holders (nor any of their related Indemnified Holders) shall be required to contribute, in the aggregate, any amount in excess of the amount by which the total discount received by such Holder with respect to the Initial Notes exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders' obligations to contribute pursuant to this Section 8(c) are several in proportion to the respective principal amount of Initial Notes held by each of the Holders hereunder and not joint. SECTION 9. Rule 144A. The Company and the Guarantor each hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A. SECTION 10. Participation in Underwritten Registrations. No Holder may participate in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder's Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements. SECTION 11. Selection of Underwriters. The Holders of Transfer Restricted Securities covered by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering. In any such Underwritten Offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering; provided, that such investment bankers and managers must be reasonably satisfactory to the Company. 18 SECTION 12. Miscellaneous. (a) Remedies. The Company and the Guarantor each hereby agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agree to waive the defense in any action for specific performance that a remedy at law would be adequate. (b) No Inconsistent Agreements. The Company will not, and will cause the Guarantor not to, on or after the date of this Agreement enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. Neither the Company nor any Guarantor has entered into any agreement granting any registration rights with respect to its securities to any Person. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company's securities under any agreement in effect on the date hereof. (c) Adjustments Affecting the Notes. The Company and the Guarantor will not take any action, or permit any change to occur, with respect to the Notes that would materially and adversely affect the ability of the Holders to Consummate any Exchange Offer. (d) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given unless the Company has obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities. Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose securities are being tendered pursuant to the Exchange Offer and that does not affect directly or indirectly the rights of other Holders whose securities are not being tendered pursuant to such Exchange Offer may be given by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities being tendered or registered; provided that, with respect to any matter that directly or indirectly adversely affects the rights of any Initial Purchaser hereunder, the Company shall obtain the written consent of each such Initial Purchaser with respect to which such amendment, qualification, supplement, waiver, consent or departure is to be effective. (e) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand- delivery, first-class mail (registered or certified, return receipt requested), facsimile, or air courier guaranteeing overnight delivery: (i) if to a Holder, at the address set forth on the records of the Registrar under the Indenture unless a more current address has been provided to the Company by such Holder, with a copy to the Registrar under the Indenture; (ii) if to the Company and the Guarantor: Quebecor World Inc. 612 Saint Jacques Street, 4th Floor Montreal, Quebec H3C 4M8 Canada Facsimile: (514) 964-9624 Attention: General Counsel 19 With a copy to: Arnold & Porter 399 Park Avenue

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document New York, New York 10022-4690 Facsimile: (212) 715-1399 Attention: Christine D. Rogers, Esq. (iii) if to the Initial Purchasers: Banc of America Securities LLC 9 West 57th Street, Floor 2M New York, New York 10019 USA Facsimile: (212) 847-5184 Attention: High Grade Capital Markets Transaction Management With a copy to: Shearman & Sterling LLP 199 Bay Street, Commerce Court West Suite 4405, P.O. Box 247 Toronto, Ontario M5L 1E8 Facsimile: (416) 360-2958 Attention: Christopher J. Cummings, Esq. All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five business days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and on the next business day, if timely delivered to an air courier guaranteeing overnight delivery. Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indenture. (f) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including without limitation and without the need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided, however, that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted Securities from such Holder. 20 (g) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. (h) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. (j) Consent to Jurisdiction. The Company and the Guarantor agree that any legal suit, action or proceeding, arising out of or based upon this Agreement or the transactions contemplated hereby ("Related Proceedings") may be instituted in the federal courts of the United States of America located in the City and County of New York or the courts of the State of New York in each case located in the City and County of New York (collectively, the "Specified Courts"), and each party irrevocably submits to the non-exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a "Related Judgment"), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. The Company and the Guarantor irrevocably appoint CT Corporation System, as its agent to receive service of process or other legal summons for the purposes of any such suit, action or proceeding that may be instituted in any state or federal court in the City and County of New York. Service of any process, summons, notice or document upon such agent, and written notice of said service by mail to such party's address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive, to the fullest extent permitted by applicable law, any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree, to the fullest extent permitted by applicable law, not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (k) Waiver of Immunity. With respect to any Related Proceeding, each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any Related Judgment, each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended. 21 (l) Judgment Currency. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than U.S. dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange to be used shall be the rate at which in accordance with normal banking procedures the indemnified party could purchase U.S. dollars with such other currency in The City of New York on the business day preceding that on which final judgment is given. The obligations of the Company and the Guarantor in respect of any sum due from it to any indemnified party shall, notwithstanding any judgment in any currency other than U.S. dollars, not be discharged until the first business day, following receipt by such indemnified party of any sum adjudged to be so due in such other currency, on which (and only to the extent that) such indemnified party may in accordance with normal banking procedures purchase U.S. dollars with such other currency; if the U.S. dollars so purchased are less than the sum originally due to such indemnified party hereunder, the Company and the Guarantor agree, as a separate obligation and notwithstanding any such judgment, to indemnify such indemnified party against such loss. If the U.S. dollars so purchased are greater than the sum originally due to such indemnified party hereunder, such indemnified party agrees to pay the Company and the Guarantor (but without duplication) an amount equal to the excess of the dollars so purchased over the sum originally due to such indemnified party hereunder. (m) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby. (n) Entire Agreement. This Agreement together with the Purchase Agreement, the Notes and the Indenture is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Company with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. 22 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. QUEBECOR WORLD CAPITAL CORPORATION

/s/ CLAUDE HÉLIE By: Name: Claude Hélie Title: Executive Vice President

QUEBECOR WORLD INC.

/s/ CLAUDE HÉLIE Name: Claude Hélie By: Title: Executive Vice President and Chief Financial Officer

/s/ DENIS AUBIN Name: Dennis Aubin By: Title: Senior Vice President, Corporate Finance and Treasury

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written: CITIGROUP GLOBAL MARKETS INC. BANC OF AMERICA SECURITIES LLC RBC DOMINION SECURITIES CORPORATION ABN AMRO INCORPORATED BNP PARIBAS SECURITIES CORP. SCOTIA CAPITAL (USA) INC. TD SECURITIES (USA) INC. HARRIS NESBITT CORP. WACHOVIA CAPITAL MARKETS, LLC CIBC WORLD MARKETS CORP. PUTNAM LOVELL NBF SECURITIES INC. BARCLAYS CAPITAL INC. FLEET SECURITIES, INC. TOKYO-MITSUBISHI INTERNATIONAL PLC By: Banc of America Securities LLC

/s/ LILY CHANG By: Name: Lily Chang Title: Principal

By: Citigroup Global Markets Inc.

/s/ CHANDA CARR By: Name: Chanda Carr Title: Vice President

For themselves and the several Initial Purchasers

QuickLinks REGISTRATION RIGHTS AGREEMENT

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Exhibit 5.1 January 12, 2004 Quebecor World Capital Corporation 340 Pemberwick Road Greenwich, Connecticut 06831 7 $200,000,000 aggregate principal amount of 4 /8% Senior Notes due November 15, 2008 and $400,000,000 aggregate Re: 1 principal amount of 6 /8% Senior Notes due November 15, 2013 Ladies and Gentlemen: We have acted as United States counsel to Quebecor World Capital Corporation, a company incorporated under the laws of Delaware (the "Company"), and Quebecor World Inc., a company amalgamated under the laws of Canada (the "Guarantor"), in 7 connection with the Company's new $200,000,000 aggregate principal amount of 4 /8% Senior Notes due November 15, 2008, and the 1 accompanying guarantees by the Guarantor, and $400,000,000 aggregate principal amount of 6 /8% Senior Notes due November 15, 2013, and the accompanying guarantees by the Guarantor (collectively, the "Exchange Notes" and the "Exchange Guarantees"). The Company and the Guarantor have filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), a combined Registration Statement on Form F-9 and Form F-4 (the "Registration Statement") relating to 7 the Company's offer to exchange the Exchange Notes and the Exchange Guarantees for all of its outstanding 4 /8% Senior Notes due 1 November 15, 2008, and the accompanying guarantees by the Guarantor, and 6 /8% Senior Notes due November 15, 2013 and the accompanying guarantees by the Guarantor (collectively, the "Outstanding Notes" and the "Outstanding Guarantees" and, together with the Exchange Notes and the "Exchange Guarantees", the "Notes" and "Guarantees") as set forth in the prospectus forming a part of the Registration Statement (the "Prospectus"). The Exchange Notes and the Exchange Guarantees will be issued, and the Outstanding Notes and the Outstanding Guarantees were issued, pursuant to an indenture (the "Indenture") dated as of November 3, 2003 by and among the Company, the Guarantor and Citibank, N.A., as trustee (the "Trustee"). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Prospectus. We have reviewed the Registration Statement and the Indenture, including the form of the Notes and Guarantees attached thereto, filed as Exhibit 4.3 to the Registration Statement, such corporate records and certificates of the Company, public officials and others and original, copies or facsimiles of such other agreements, instruments, certificates and documents as we have deemed necessary or appropriate as a basis for our opinion hereinafter set forth. We have also made such legal and factual examinations and inquiries as we have deemed necessary or appropriate for purposes of this opinion. We have assumed that the issuance and exchange of the Exchange Guarantees for the Outstanding Guarantees have been duly authorized by the requisite corporate action on the part of the Guarantor, that the Indenture has been duly authorized, executed and delivered by the Guarantor and that the Exchange Guarantees will be duly executed and delivered by the Guarantor. Furthermore, we have assumed the authority of the Trustee to enter into the Indenture and to authenticate the Exchange Notes and the Exchange Guarantees, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic originals of all documents submitted to us as copies. We express this opinion as members of the bar of the State of New York, and we do not express any opinion herein as to matters governed by any laws other than the laws of the State of New York and the federal laws of the United States. We understand that Ogilvy Renault, Canadian counsel for the Company, has delivered an opinion with respect to the due authorization, execution and delivery of the Indentures and the Exchange Guarantees by the Guarantor, which is filed as Exhibit 5.2 to the Registration Statement. Based upon and subject to the foregoing, we are of the opinion that (i) the Indenture has been duly authorized, executed and delivered by the Company, and that the Exchange Notes have been duly authorized by the Company and, when issued, executed and delivered by the Company and authenticated by the Trustee pursuant to the terms and conditions of the Indenture, the Exchange Notes will be validly issued, executed and delivered by the Company and (ii) when the Registration Statement has become effective under the Act and the Exchange Notes and the Exchange Guarantees have been duly executed and authenticated in accordance with the Indenture and exchanged for the Outstanding Notes and the Outstanding Guarantees as contemplated in the Registration Statement, the Exchange Notes and the Exchange Guarantees will constitute valid and legally binding obligations of the Company and the Guarantor, respectively, enforceable against the Company and the Guarantor, respectively, in accordance with their respective terms, subject to

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, receivership and similar laws relating to or affecting creditors' rights generally and to equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law). Based upon and subject to the foregoing, we are further of the opinion that, under the laws of the United States in effect as of the date hereof and as of the date of the Prospectus, the discussion under the heading "Tax Considerations—U.S. Federal Income Tax Considerations" in the Prospectus included in the Registration Statement contains, with respect to U.S. Holders, the relevant and material provisions of present U.S. federal income tax law and is true and correct as set forth therein. This opinion speaks only as of its date and is limited to present statutes, regulations, judicial interpretations, orders, directives and decrees applicable to the facts as they presently exist. In rendering this opinion, we assume no obligation to revise or supplement this opinion should the present laws be changed by legislative or regulatory action, judicial decision or otherwise. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the headings "Legal Matters" and "Tax Considerations—U.S. Federal Income Tax Considerations" in the Registration Statement. In giving the foregoing consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours, /s/ ARNOLD & PORTER

QuickLinks Exhibit 5.1

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Exhibit 5.2 Montréal, January 12, 2004 Quebecor World Inc. 612 Saint-Jacques Street Montreal, Quebec H2X 3W4 Ladies and Gentlemen: 7 US$200,000,000 4 /8% Senior Notes due November 15, 2008 RE: 1 US$400,000,000 6 /8% Senior Notes due November 15, 2013 (the "Senior Notes") We have acted as Canadian counsel to Quebecor World Inc., a company incorporated under and governed by the laws of Canada ("Quebecor World"), and Quebecor World's wholly-owned indirect finance subsidiary Quebecor World Capital Corporation, a company incorporated under and governed by the laws of Delaware ("Quebecor Capital") in connection with the issuance by Quebecor 7 Capital of an aggregate principal amount of US$200,000,000 of its new 4 /8% Senior Notes due November 15, 2008 and an aggregate 1 principal amount of US$400,000,000 of its new 6 /8% Senior Notes due November 15, 2013 (collectively, the "Exchange Notes"), and the issuance by Quebecor World of its guarantees accompanying the Exchange Notes (collectively, the "Exchange Guarantees"). Quebecor World has, in respect of the Exchange Guarantees, filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), a Registration Statement on Form F-9 and Quebecor Capital has, in respect of the Exchange Notes, filed with the Commission a Registration Statement on Form F-4. The combined Registration Statements on Forms F-9 and F-4 (the "Registration Statement") relate to Quebecor Capital's offer to exchange the Exchange Notes and related 7 1 Exchange Guarantees for all of its outstanding 4 /8% Senior Notes due November 15, 2008 and 6 /8% Senior Notes due November 15, 2013 (collectively, the "Outstanding Notes" and, together with the Exchange Notes, the "Notes") as set forth in the prospectus forming a part of the Registration Statement (the "Prospectus"). The Exchange Notes will be issued, and the Outstanding Notes were issued, pursuant to an indenture (the "Indenture") dated as of November 3, 2003 among the Quebecor Capital, Quebecor World and Citibank, N.A. as trustee. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Prospectus. We have examined the Registration Statement including the Prospectus, the Indenture, the Guarantees, the Notes, such corporate records of the Quebecor World and Quebecor Capital, such certificates of officers of Quebecor World and Quebecor Capital, public officials and others and original, copies or facsimiles of such other agreements, instruments, certificates and documents as we have deemed necessary or advisable as a basis for the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic originals of all documents submitted to us as copies. We have assumed the accuracy and completeness of the corporate records of Quebecor World and Quebecor Capital and the certificates of officers of Quebecor World and Quebecor Capital, public officials and others, examined by us. We are solicitors qualified to practice law only in the Provinces of Quebec, Ontario and British Columbia, and we express no opinion herein as to any laws, or any matters governed by any laws, other than the laws of the Provinces of Quebec and the federal laws of Canada applicable therein, all as of the date hereof. Our opinion below with respect to execution and delivery is limited to the extent that execution and delivery are matters governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein. Based upon and subject to the foregoing, we are of the opinion that the Indenture has been duly authorized, executed and delivered by Quebecor World, that the Exchange Guarantees have been duly authorized by Quebecor World and, when the Exchange Notes are issued, executed and delivered by Quebecor Capital and Quebecor World and authenticated by the Trustee pursuant to the terms and conditions of the Indenture, the Guarantees will be validly issued, executed and delivered by Quebecor World. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to this firm under the headings "Enforceability of Civil Liabilities", "Risk Factors — U.S. investors of the notes may have difficulties enforcing certain civil liabilities", "Description of the Notes — Enforceability of Judgments" and "Legal Matters" in the Registration Statement. In giving the foregoing consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Yours truly, (signed) OGILVY RENAULT

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QUEBECOR WORLD INC.

RATIO OF EARNINGS TO FIXED CHARGES UNDER CANADIAN GAAP Twelve Months Year Ended December 31 Period Ended September 30

1998 1999 2000 2001 2002 2002 2003

(unaudited)

(in millions of $)

Ratio of Earnings to Fixed Charges Earnings: Income before income taxes 252.8 170.3 496.0 139.0 373.0 105.0 124.3 Amortization of capitalized interest 1.7 2.1 2.3 2.5 2.8 2.7 2.9 Fixed charges 84.7 141.3 224.6 201.5 173.6 183.5 177.6 Minority interest not incurring fixed charges (3.2) (1.6) (1.7) (2.2) (1.6) (3.4) (1.5) Capitalized interest (11.4) (6.1) (3.5) (2.8) (4.0) (3.4) (2.4)

324.6 306.0 717.7 338.0 543.8 284.4 300.9 Fixed charges: Interest expensed(1) 74.0 126.9 195.7 180.4 151.8 159.7 156.2 Amortized premiums, discounts and capitalized expenses 1.2 1.6 8.3 4.5 3.5 3.8 3.5 related to indebtedness An estimate of interest within rental expenses(2) 9.5 12.8 20.6 16.6 18.3 20.0 17.9

84.7 141.3 224.6 201.5 173.6 183.5 177.6 Ratio of earnings to fixed charges 3.8 2.2 3.2 1.7 3.1 1.5 1.7

(1) Includes interest on long-term debt, on convertible notes and on short-term debt

(2) Estimate based on a 20% interest rate on total rent and lease expenses

QUEBECOR WORLD INC.

RATIO OF EARNINGS TO FIXED CHARGES UNDER US GAAP Year Ended December 31

1998 1999 2000 2001 2002

(in millions of $)

Ratio of Earnings to Fixed Charges Earnings: Income before income taxes per U.S. GAAP 237.2 139.1 430.5 72.5 377.4

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Amortization of capitalized interest 1.7 2.1 2.3 2.5 2.8 Fixed charges 84.7 141.3 224.6 201.5 171.3 Minority interest not incurring fixed charges (3.2) (1.6) (1.7) (2.2) (1.6) Capitalized interest (11.4) (6.1) (3.5) (2.8) (4.0)

309.0 274.8 652.2 271.5 545.9 Fixed charges: Interest expensed per U.S. GAAP(1) 74.0 126.9 195.7 180.4 149.5 Amortized premiums, discounts and capitalized expenses related to 1.2 1.6 8.3 4.5 3.5 indebtedness An estimate of interest within rental expenses(2) 9.5 12.8 20.6 16.6 18.3

84.7 141.3 224.6 201.5 171.3 Ratio of earnings to fixed charges under US GAAP 3.6 1.9 2.9 1.3 3.2

(1) Includes interest on long-term debt, on convertible notes and on short-term debt

(2) Estimate based on a 20% interest rate on total rent and lease expenses

QuickLinks QUEBECOR WORLD INC. RATIO OF EARNINGS TO FIXED CHARGES UNDER CANADIAN GAAP QUEBECOR WORLD INC. RATIO OF EARNINGS TO FIXED CHARGES UNDER US GAAP

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Exhibit 23.1 The Board of Directors Quebecor World Inc. We consent to the use of our audit report dated January 24, 2003, on the consolidated balance sheets of Quebecor World Inc. and its subsidiaries as at December 31, 2002 and 2001, and the consolidated statements of income, shareholders' equity and cash flows for the years ended December 31, 2002, 2001 and 2000, and our audit report dated January 24, 2003 on the related supplemental note entitled "Significant differences between generally accepted accounting principles in Canada and the United States", which are incorporated by reference in the Prospectus. (Signed) KPMG LLP Montréal, Canada January 12, 2004

QuickLinks Exhibit 23.1

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FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an application to determine eligibility of a Trustee pursuant to Section 305 (b)(2) CITIBANK, N.A. (Exact name of trustee as specified in its charter) 13-5266470 (I.R.S. employer identification no.) 399 Park Avenue, New York, New York 10043 (Address of principal executive office) (Zip Code) Quebecor World Capital Corporation (Exact name of obligor as specified in its charter) DELAWARE 52-2009152 (State or Other Jurisdiction (I.R.S. employer of Incorporation) identification No.)

340 Pemberwick Road, Greenwich, Connecticut 19801 (Address of principal executive offices) (Zip Code) 7 4 /8% Senior Notes due 2008 1 6 /8% Senior Notes due 2013 (Title of the indenture securities)

Item 1. General Information. Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name Address Comptroller of the Currency Washington, D.C.

Federal Reserve Bank of New York 33 Liberty Street New York, NY New York, NY

Federal Deposit Insurance Corporation Washington, D.C.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) Whether it is authorized to exercise corporate trust powers.

Yes. Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility. Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as exhibits hereto. Exhibit 1 — Copy of Articles of Association of the Trustee, as now in effect. (Exhibit 1 to T-1 to Registration Statement No. 2-79983) Exhibit 2 — Copy of certificate of authority of the Trustee to commence business. (Exhibit 2 to T-1 to Registration Statement No. 2-29577). Exhibit 3 — Copy of authorization of the Trustee to exercise corporate trust powers. (Exhibit 3 to T-1 to Registration Statement No. 2-55519) Exhibit 4 — Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1 to Registration Statement No. 33-34988) Exhibit 5 — Not applicable. Exhibit 6 — The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939. (Exhibit 6 to T-1 to Registration Statement No. 33-19227.) Exhibit 7 — Copy of the latest Report of Condition of Citibank, N.A. (as of September 30, 2003 — attached) Exhibit 8 — Not applicable. Exhibit 9 — Not applicable.

SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, Citibank, N.A., a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York and State of New York, on the 17th day of December, 2003.

CITIBANK, N.A.

/s/ JOHN J. BYRNES By: John J. Byrnes Vice-President Charter No. 1461 Comptroller of the Currency Northeastern District REPORT OF CONDITION CONSOLIDATING DOMESTIC AND FOREIGN SUBSIDIARIES OF Citibank, N.A. of New York in the State of New York, at the close of business on September 30, 2003, published in response to call made by Comptroller of the Currency, under Title 12, United States Code, Section 161. Charter Number 1461 Comptroller of the Currency Northeastern District. Thousands of dollars

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document ASSETS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin $ 15,358,000 Interest-bearing balances 18,210,000 Held-to-maturity securities 59,000 Available-for-sale securities 85,370,000 Federal funds sold in domestic Offices 13,215,000 Federal funds sold and securities purchased under agreements to resell 13,750,000 Loans and leases held for sale 5,443,000 Loans and lease financing receivables: Loans and Leases, net of unearned income 298,350,000 LESS: Allowance for loan and lease losses 7,846,000

Loans and leases, net of unearned income, allowance, and reserve 290,504,000 Trading assets 61,135,000 Premises and fixed assets (including capitalized leases) 3,883,000 Other real estate owned 116,000 Investments in unconsolidated subsidiaries and associated companies 675,000 Customers' liability to this bank on acceptances outstanding 1,024,000 Intangible assets: Goodwill 5,773,000 Intangible assets: Other intangible assets 4,970,000 Other assets 35,055,000

TOTAL ASSETS $ 554,540,000

LIABILITIES Deposits: In domestic offices $ 113,270,000 Noninterest — bearing 20,861,000 Interest-bearing 92,409,000 In foreign offices, Edge and Agreement subsidiaries, and IBFs 251,693,000 Noninterest-bearing 18,121,000 Interest-bearing 233,572,000 Federal funds purchased in domestic Offices 10,334,000 Federal funds purchased and securities sold under agreements to repurchase 11,332,000 Demand notes issued to the U.S. Treasury 0 Trading liabilities 34,532,000 Other borrowed money (includes mortgage indebtedness and obligations under 41,949,000 capitalized leases): ss Bank's liability on acceptances executed and outstanding 1,024,000 Subordinated notes and debentures 11,505,000 Other liabilities 34,678,000

TOTAL LIABILITIES $ 510,317,000

Minority interest in consolidated Subsidiaries 397,000

EQUITY CAPITAL Perpetual preferred stock and related surplus 1,950,000

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Common stock 751,000 Surplus 23,434,000 Retained Earnings 18,955,000 Accumulated net gains (losses) on cash flow hedges -1,264,000 Other equity capital components 0

TOTAL EQUITY CAPITAL $ 43,826,000

TOTAL LIABILITIES AND EQUITY CAPITAL $ 554,540,000

I, Grace B. Vogel, Vice President and Controller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief. GRACE B. VOGEL VICE PRESIDENT We, the undersigned directors, attest to the correctness of this Report of Condition. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct. ROBERT B. WILLUMSTAD ALAN S. MACDONALD WILLIAM R. RHODES DIRECTORS

QuickLinks SIGNATURE

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document QuickLinks -- Click here to rapidly navigate through this document Exhibit 99.1 LETTER OF TRANSMITTAL for Tender of 7 4 /8% Senior Notes due November 15, 2008 and 1 6 /8% Senior Notes due November 15, 2013 7 in Exchange for 4 /8% Senior Notes due November 15, 2008 and 1 6 /8% Senior Notes due November 15, 2013 That Have Been Registered Under the Securities Act of 1933, as Amended, of QUEBECOR WORLD CAPITAL CORPORATION

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2004 (THE "EXPIRATION DATE"), UNLESS THE OFFER IS EXTENDED BY QUEBECOR WORLD CAPITAL CORPORATION IN ITS SOLE DISCRETION.

The Exchange Agent for the Exchange Offer is:

CITIBANK, N.A. Deliver to: By Mail: By Hand or Overnight Delivery: By Facsimile:

Citibank, N.A. Citibank, N.A. 111 Wall Street 111 Wall Street Fax to: 212-657-1020 15th Floor 15th Floor Confirm by Telephone: New York, New York 10005 New York, New York 10043 1-800-422-2066 Attention: Agency and Trust Services Attention: Agency and Trust Services DELIVERY TO AN ADDRESS OTHER THAN THE DEPOSITORY TRUST COMPANY (ATOP) OR AS SET FORTH IN THIS LETTER OF TRANSMITTAL OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. The undersigned acknowledges that he or she has received and reviewed the Prospectus dated , 2004 (the "Prospectus") of Quebecor World Capital Corporation ("Quebecor Capital") and this letter of transmittal, which together constitute 7 Quebecor Capital's offer (the "Exchange Offer") to exchange $1,000 in stated amount at maturity of a new series of 4 /8% Senior Notes 1 due November 15, 2008 and 6 /8% Senior Notes due November 15, 2013 (the "New Notes") of Quebecor Capital for each $1,000 in 7 1 stated amount at maturity of outstanding 4 /8% Senior Notes due November 15, 2008 and 6 /8% Senior Notes due November 15, 2013 (the "Old Notes") of Quebecor Capital. The terms of the New Notes are identical in all material respects (including stated amount at maturity, interest rate and maturity) to the terms of the Old Notes for which they may be exchanged pursuant to the Exchange Offer, except that the New Notes will have been registered under the Securities Act of 1933, as amended (the "Securities Act"), and, therefore, will not bear legends restricting their transfer. This letter of transmittal is to be used by Holders (as defined below) if: (i) certificates representing Old Notes are to be physically delivered to the Exchange Agent with this letter of transmittal by Holders; (ii) tender of Old Notes is to be made by book-entry transfer to the Exchange Agent's account at The Depository Trust Company ("DTC") by any financial institution that is a participant in DTC and whose name appears on a security position listing as the owner of Old Notes (such participants, acting on behalf of Holders, are referred to in this letter of transmittal, together with such Holders, as "Acting Holders"); or (iii) tender of Old Notes is to be made according to

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document the guaranteed delivery procedures. DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT. If delivery of the Old Notes is to be made by book-entry transfer to the account maintained by the Exchange Agent at DTC as set forth in (ii) in the immediately preceding paragraph, this letter of transmittal need not be manually executed; provided, however, that tenders of Old Notes must be effected in accordance with the procedures mandated by DTC's Automated Tender Offer Program ("ATOP"). To tender Old Notes through ATOP, the electronic instructions sent to DTC and transmitted by DTC to the Exchange Agent must contain the character by which the participant acknowledges its receipt of, and agrees to be bound by, this letter of transmittal. Unless the context requires otherwise, the term "Holder" for purposes of this letter of transmittal means: (i) any person in whose name Old Notes are registered on the books of Quebecor Capital or any other person who has obtained a properly completed bond power from the registered Holder, or (ii) any participant in DTC whose Old Notes are held of record by DTC who desires to deliver such Old Notes by book-entry transfer at DTC. The undersigned has completed, executed and delivered this letter of transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer. The instructions included with this letter of transmittal must be followed. Questions and requests for assistance or for additional copies of the Prospectus, this letter of transmittal and the Notice of Guaranteed Delivery may be directed to the Exchange Agent. HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR OLD NOTES MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY. List below the Old Notes to which this letter of transmittal relates. If the space provided below is inadequate, the Certificate Numbers and Stated Amounts at Maturity should be listed on a separate signed schedule affixed hereto. Tenders of Old Notes will be accepted only in authorized denominations of $1,000. DESCRIPTION OF OLD NOTES Aggregate Stated Aggregate Stated 7 1 Certificate Number(s)* Amount of 4 /8% Amount of 6 /8% Name(s) and Address(es) (Please fill in, if (Attach signed list if Senior Notes at Senior Notes at blank) necessary) Maturity Tendered Maturity Tendered (if less than all)** (if less than all)**

TOTAL STATED AMOUNT AT MATURITY OF OLD NOTES TENDERED

* Need not be completed by Holders tendering by book-entry transfer.

** Need not be completed by Holders who wish to tender with respect to all Old Notes listed. See Instruction 2.

2 o CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY DTC TO THE EXCHANGE AGENT'S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:

Name of Tendering Institution

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document DTC Book-Entry Account

Transaction Code No. Holders who wish to tender their Old Notes and (i) whose Old Notes are not immediately available, or (ii) who cannot deliver their Old Notes, the letter of transmittal or any other required documents to the Exchange Agent prior to the Expiration Date, or cannot complete the procedure for book-entry transfer on a timely basis, may effect a tender according to the guaranteed delivery procedures and must also complete the Notice of Guaranteed Delivery. o CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name(s) of Holder(s) of Old Notes

Window Ticket No. (if any)

Date of Execution of Notice of Guaranteed Delivery

Name of Eligible Institution That Guaranteed Delivery

If Delivered by Book-Entry Transfer: Name of Tendering Institution

DTC Book-Entry Account No.

Transaction Code No. o CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name

Address If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of New Notes. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. 3

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY Ladies and Gentlemen: Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to Quebecor Capital the stated amount at maturity of Old Notes described on page 2. Subject to, and effective upon, the acceptance for exchange of the Old Notes tendered herewith, the undersigned hereby exchanges, assigns and transfers to, or upon the order of, Quebecor Capital all right, title and interest in and to such Old Notes. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that said Exchange Agent also acts as the agent of Quebecor

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Capital and as Trustee under the Indenture for the Old Notes and the New Notes) with full power of substitution, to cause the Old Notes to be assigned, transferred and exchanged. The undersigned represents and warrants that it has full power and authority to tender, exchange, assign and transfer the Old Notes and to acquire New Notes issuable upon the exchange of such tendered Old Notes, and that, when the same are accepted for exchange, Quebecor Capital will acquire good and unencumbered title to the tendered Old Notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim or proxies. The undersigned also warrants that it will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or Quebecor Capital to be necessary or desirable to complete the exchange, assignment and transfer of tendered Old Notes. The Exchange Offer is subject to certain conditions as set forth in the Prospectus under the caption "The Exchange Offer—Conditions to the Exchange Offer." The undersigned recognizes that as a result of these conditions (which may be waived, in whole or in part, by Quebecor Capital) as more particularly set forth in the Prospectus, Quebecor Capital may not be required to exchange any of the Old Notes tendered hereby and, in such event, the Old Notes not exchanged will be returned to the undersigned at the address shown below the signature of the undersigned. By tendering, each Holder of Old Notes represents to Quebecor Capital that (i) the New Notes acquired pursuant to the Exchange Offer are being obtained in the ordinary course of business of the person receiving such New Notes, whether or not such person is such Holder, (ii) neither the Holder of Old Notes nor any such other person has an arrangement or understanding with any person to participate in the distribution of such New Notes, (iii) if the Holder or any such other person is not a broker-dealer or is a broker-dealer but will not receive New Notes for its own account in exchange for Old Notes, it is not engaged in and does not intend to participate in a distribution of the New Notes and (iv) neither the Holder nor any such other person is an "affiliate" of Quebecor Capital within the meaning of Rule 405 under the Securities Act of 1933, as amended, or, if such person is such an "affiliate", that such person may not rely on the applicable interpretations of the staff of the U.S. Securities and Exchange Commission set forth in no-action letters described under "The Exchange Offer—Resale of the New Notes" in the Prospectus and will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable. If the tendering Holder or any such other person is a broker-dealer (whether or not it is also an "affiliate" of Quebecor Capital within the meaning of Rule 405 under the Securities Act) that will receive New Notes for its own account in exchange for Old Notes, it represents that the Old Notes to be exchanged for the New Notes were acquired by it as a result of market-making activities or other trading activities, and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes, the undersigned is not deemed to admit that it is an "underwriter" within the meaning of the Securities Act. For purposes of the Exchange Offer, Quebecor Capital shall be deemed to have accepted validly tendered Old Notes when, as and if Quebecor Capital has given oral or written notice of such acceptance to the Exchange Agent and complied with the applicable provisions of the Registration Rights Agreement. If any tendered Old Notes are not accepted for exchange pursuant to the Exchange Offer for any reason or if Old Notes are submitted for a greater stated amount at maturity than the Holder desires to exchange, such unaccepted or non-exchanged Old Notes will be returned without expense to the tendering Holder of such Old Notes (or, in the case of Old Notes tendered by book-entry transfer into the Exchange Agent's account at the Book-Entry Transfer Facility pursuant to customary book-entry transfer procedures, such non-exchanged Notes will be credited to an account maintained with such Book-Entry Transfer Facility) as promptly as practicable after the expiration or termination of the Exchange Offer. All authority conferred or agreed to be conferred by this letter of transmittal shall survive the death, incapacity or dissolution of the undersigned, and every obligation under this letter of transmittal shall be binding upon the undersigned's heirs, personal representatives, successors and assigns. The undersigned understands that tenders of Old Notes pursuant to the instructions hereto and Quebecor Capital's acceptance of such Old Notes will constitute a binding agreement between the undersigned and Quebecor Capital upon the terms and subject to the conditions of the Exchange Offer. Unless otherwise indicated under "Special Issuance Instructions," please issue the certificates representing the New Notes issued in exchange for the Old Notes accepted for exchange, and return any Old Notes not tendered or not exchanged, in the name(s) of the undersigned (or in either such event, in the case of Old Notes tendered by DTC, by credit to the account at DTC). Similarly, unless otherwise indicated under "Special Delivery Instructions," please send the certificates representing the New Notes issued in exchange for the Old Notes accepted for exchange and any certificates for Old Notes not tendered or not exchanged (and accompanying documents as appropriate) to the undersigned at the address shown below the undersigned's signature, unless, in either event, tender is being made through DTC. In the event that both "Special Issuance Instructions" and "Special Delivery Instructions" are completed,

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document please issue the certificates representing the New Notes issued in exchange for the Old Notes accepted for exchange, and return any Old Notes not tendered or not exchanged, in the name(s) of, and send said certificates to, the person(s) so indicated. The undersigned recognizes that Quebecor Capital has no obligation pursuant to the "Special Issuance Instructions" and "Special Delivery Instructions" to transfer any Old Notes from the name of the registered Holder thereof if Quebecor Capital does not accept for exchange any of the Old Notes so tendered. 2

SIGN HERE (Please complete Substitute Form W-9 on Page 12) (TO BE COMPLETED BY ALL TENDERING HOLDERS OF OUTSTANDING NOTES REGARDLESS OF WHETHER OLD NOTES ARE BEING PHYSICALLY DELIVERED HEREWITH) This letter of transmittal must be signed by the Holder(s) of Old Notes exactly as their name(s) appear(s) on certificate(s) for Old Notes or, if tendered by a participant in DTC, exactly as such participant's name appears on a security position listing as the owner of Old Notes, or by person(s) authorized to become registered Holder(s) by endorsements and documents transmitted with this letter of transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below under "Capacity" and submit evidence satisfactory to Quebecor Capital of such person's authority to so act. See Instruction 3. If the signature appearing below is not of the registered Holder(s) of the Old Notes, then the registered Holder(s) must sign a valid proxy. x Date:

x Date:

Signature(s) of Holder(s) or Authorized Signatory

Name(s): Address:

(Please Print) (Including Zip Code)

Area Code and Capacity(ies): Telephone No.:

Taxpayer Identification or Social Security No(s).:

SIGNATURE GUARANTEE (See Instruction 3) Certain Signatures Must Be Guaranteed by an Eligible Institution (Name of Eligible Institution Guaranteeing Signatures)

(Address (including zip code) and Telephone Number (including area code) of Firm)

(Authorized Signature)

(Printed Name)

(Title)

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Dated:

3 SPECIAL ISSUANCE INSTRUCTIONS (See Instruction 4) To be completed ONLY if certificates for Old Notes in a stated amount at maturity not tendered are to be issued in the name of, or the New Notes issued pursuant to the Exchange Offer are to be issued to the order of, someone other than the person(s) whose signature(s) appear(s) within this letter of transmittal or issued to an address different from that shown in the box entitled "Description of Old Notes" within this letter of transmittal, or if Old Notes tendered by book-entry transfer that are not accepted are maintained at DTC other than the account at DTC indicated above. To be completed ONLY if certificates for Old Notes in a stated amount at maturity not tendered or not accepted for purchase or the New Notes issued pursuant to the Exchange Offer are to be sent to someone other than the person(s) whose signature(s) appear(s) within this letter of transmittal or to an address different from that shown in the box entitled "Description of Old Notes" within this letter of transmittal or to be credited to an account maintained at DTC other than the account at DTC indicated above. Name

(Please Print)

Address

(Include Zip Code)

(Tax Identification or Social Security No.)

(See Substitute Form W-9 on Page 12) SPECIAL DELIVERY INSTRUCTIONS (See Instruction 4) To be completed ONLY if certificates for Old Notes in a stated amount at maturity not tendered or not accepted for purchase or the New Notes issued pursuant to the Exchange Offer are to be sent to someone other than the person(s) whose signature(s) appear(s) within this letter of transmittal or to an address different from that shown in the box entitled "Description of Old Notes" within this letter of transmittal or to be credited to an account maintained at DTC other than the account at DTC indicated above. Name

(Please Print)

Address

(Include Zip Code)

(Tax Identification or Social Security No.) (See Substitute Form W-9 on Page 12) 4

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER 1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES. The certificates for the tendered Old Notes (or a confirmation of a book-entry into the Exchange Agent's account at DTC of all Old Notes delivered electronically), as well as a properly completed and duly executed copy of this letter of transmittal or facsimile hereof and any other documents required by this letter of transmittal, must be received by the Exchange Agent at its address set forth on page 1 prior to 5:00 p.m., New York City time, on the Expiration Date. The method of delivery of the tendered Old Notes, this letter of transmittal and all other required documents to the Exchange Agent is at the election and risk of the Holder and, except as otherwise provided below, the delivery will be deemed made only when actually received by the Exchange Agent. Instead of delivery by mail, it is recommended that the Holder use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery. No letter of transmittal or Old Notes should be sent to Quebecor Capital. Holders who wish to tender their Old Notes and (i) whose Old Notes are not immediately available or (ii) who cannot deliver their Old Notes, this letter of transmittal or any other documents required hereby to the Exchange Agent prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis, must tender their Old Notes and follow the guaranteed delivery procedures set forth in the Prospectus. Pursuant to such procedures: (i) such tender must be made by or through an Eligible Institution (as defined below); (ii) prior to the Expiration Date, the Exchange Agent must have received from the Eligible Institution a properly completed and duly executed Notice of Guaranteed Delivery (by facsimile transmission, mail or hand delivery) setting forth the name and address of the Holder of the Old Notes, the certificate number or numbers of such Old Notes and the stated amount at maturity of Old Notes tendered, stating that the tender is being made by such Notice of Guaranteed Delivery and guaranteeing that within three New York Stock Exchange trading days after the Expiration Date, this letter of transmittal (or a copy of this letter of transmittal), together with the certificate(s) representing the Old Notes (or a confirmation of electronic mail delivery of book-entry into the Exchange Agent's account at DTC) and any other required documents will be deposited by the Eligible Institution with the Exchange Agent; and (iii) such properly completed and executed letter of transmittal (or a copy of this letter of transmittal), as well as all other documents required by this letter of transmittal and the certificate(s) representing all tendered Old Notes in proper form for transfer (or a confirmation of electronic mail delivery book-entry delivery into the Exchange Agent's account at DTC), must be received by the Exchange Agent within three New York Stock Exchange trading days after the Expiration Date. Any Holder of Old Notes who wishes to tender Old Notes pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery prior to 5:00 p.m., New York City time, on the Expiration Date. All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Old Notes will be determined by Quebecor Capital in its sole discretion, which determination will be final and binding. Quebecor Capital reserves the absolute right to reject any and all Old Notes not properly tendered or any Old Notes Quebecor Capital's acceptance of which would, in the opinion of counsel for Quebecor Capital, be unlawful. Quebecor Capital also reserves the absolute right to waive any defects, irregularities or conditions of tender as to particular Old Notes. Quebecor Capital's interpretation of the terms and conditions of the Exchange Offer (including the instructions in this letter of transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Old Notes must be cured within such time as Quebecor Capital shall determine. Although Quebecor Capital intends to notify Holders of defects or irregularities with respect to tenders of Old Notes, neither Quebecor Capital, the Exchange Agent nor any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of Old Notes, nor shall any of them incur any liability for failure to give such notification. Tenders of Old Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Old Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned without cost by the Exchange Agent to the tendering Holders of Old Notes, unless otherwise provided in this letter of transmittal, as soon as practicable following the expiration or termination of the Exchange Offer. 5 2. PARTIAL TENDERS. If less than all Old Notes are tendered, the tendering Holder should fill in the number of Old Notes tendered in the third column or the fourth column, as the case may be, of the chart entitled "Description of Old Notes." All Old Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. If not all Old Notes are tendered, a certificate or certificates representing New Notes issued in exchange of any Old Notes tendered and accepted will be sent to the Holder at its registered address, unless a different address is provided in the appropriate box in this letter of transmittal or unless tender is made

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document through DTC, promptly after the Old Notes are accepted for exchange. Tenders of Old Notes will be accepted only in authorized denominations of $1,000. 3. SIGNATURE ON THE LETTER OF TRANSMITTAL; BOND POWER AND ENDORSEMENTS; GUARANTEE OF SIGNATURES. If this letter of transmittal (or a copy of this letter of transmittal) is signed by the registered Holder(s) of the Old Notes tendered herewith, the signature(s) must correspond with the name(s) as written on the face of the Old Notes without alteration, enlargement or any change whatsoever. If this letter of transmittal (or a copy of this letter of transmittal) is signed by the registered Holder of Old Notes tendered and the certificates for New Notes issued in exchange therefor are to be issued (or certificates for any untendered Old Notes are to be reissued) to the registered Holder, such Holder need not and should not endorse any tendered Old Notes, nor provide a separate bond power. In any other case, such holder must either properly endorse the Old Notes tendered or transmit a properly completed separate bond power with this letter of transmittal, with the signature on the endorsement or bond power guaranteed by an Eligible Institution. If this letter of transmittal (or a copy of this letter of transmittal) is signed by a person other than the registered Holder(s) of the Old Notes, the Old Notes surrendered for exchange must be endorsed or accompanied by a properly completed bond power that authorizes such person to tender the Old Notes on behalf of the registered Holder(s), in either case signed as the name(s) of the registered Holder(s) appear(s) on the Old Notes. If this letter of transmittal (or a copy of this letter of transmittal) or any Old Notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in fiduciary or representative capacities, such persons should so indicate when signing, and unless waived by Quebecor Capital, evidence satisfactory to Quebecor Capital of their authority to so act must be submitted with this letter of transmittal. Endorsements on Old Notes or signatures on bond powers required by this Instruction 3 must be guaranteed by an Eligible Institution. Signatures on this letter of transmittal (or a copy of this letter of transmittal) or a notice of withdrawal, as the case may be, must be guaranteed by a member firm of a registered national securities exchange, a member firm of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Exchange Act (an "Eligible Institution"), unless the Old Notes tendered pursuant hereto are tendered (i) by a registered Holder (including any participant in DTC whose name appears on a security position listing as the owner of Old Notes) who has not completed the box on page 4 entitled "Special Issuance Instructions" or "Special Delivery Instructions" of this letter of transmittal or (ii) for the account of an Eligible Institution. 6 4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering Holders should include, in the applicable spaces, the name and address to which New Notes or substitute Old Notes for stated amounts at maturity not tendered or not accepted for exchange are to be sent, if different from the name and address of the person signing this letter of transmittal (or in the case of tender of the Old Notes through DTC, if different from the account maintained at DTC indicated above). In the case of issuance in a different name, the taxpayer identification number or social security number of the person named must also be provided. 5. TRANSFER TAXES. Quebecor Capital shall pay all transfer taxes, if any, applicable to the exchange of Old Notes pursuant to the Exchange Offer. If, however, certificates representing New Notes, or certificates representing Old Notes for stated amounts at maturity not tendered or accepted for exchange, are to be delivered to, or are to be issued in the name of, any person other than the registered Holder of the Old Notes being tendered, or if transfer taxes are imposed for any reason other than the exchange of Old Notes pursuant to the Exchange Offer, then the amount of any transfer taxes (whether imposed on the registered Holder or any other person) will be payable by the tendering Holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering Holder. Except as provided in this Instruction 5, it will not be necessary for transfer tax stamps to be affixed to the Old Notes listed in this letter of transmittal. 6. AMENDMENT OR WAIVER OF CONDITIONS. Quebecor Capital reserves the absolute right to amend, waive or modify, in whole or in part, any of the conditions to the Exchange Offer set forth in the Prospectus. 7. MUTILATED, LOST, STOLEN OR DESTROYED NOTES. Any Holder whose Old Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to the Exchange Offer, requests for assistance and requests for additional copies of the Prospectus and this letter of transmittal may be directed to the Exchange Agent at the address and telephone number set forth above. 9. NO CONDITIONAL TENDERS. No alternative, conditional or contingent tenders will be accepted. All tendering Holders of Old Notes, by execution of this letter of transmittal, waive any right to receive notice of the acceptance of their Old Notes for exchange. 10. WITHDRAWAL OF TENDERS. Tenders of Old Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date. 7 For a withdrawal of a tender of Old Notes to be effective, a written or facsimile notice of withdrawal must be received by the Exchange Agent at its address set forth above prior to 5:00 p.m., New York City time, on the Expiration Date. Any such notice of withdrawal must (i) specify the name of the person who deposited the Old Notes to be withdrawn, (ii) identify the Old Notes to be withdrawn (including the principal amounts of such Old Notes), (iii) be signed by the Holder in the same manner as the original signature on this letter of transmittal (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the trustee under the Indenture register the transfer of such Old Notes into the name of the person withdrawing the tender and (iv) specify the name in which any such Old Notes are to be registered, if different from that of the Holder. If the Holder delivered or otherwise identified certificates representing Old Notes to the Exchange Agent, then the Holder must submit the serial numbers of the certificates to be withdrawn. If the Old Notes were tendered as a book-entry transfer, the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Old Notes and otherwise comply with the procedures of DTC. 11. DEFINITIONS. Capitalized terms used but not defined in this letter of transmittal shall have the respective meanings set forth in the Prospectus. IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE THEREOF (TOGETHER WITH CERTIFICATES FOR OLD NOTES AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE. 8

IMPORTANT TAX INFORMATION The Holder is required to give the Exchange Agent its social security number or employer identification number. If the Notes are in more than one name or are not in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identifying Number on Substitute Form W-9 for additional guidance on which number to report.

TO BE COMPLETED BY ALL TENDERING HOLDERS

PAYOR'S NAME: QUEBECOR WORLD CAPITAL CORPORATION SUBSTITUTE Please fill out your name and address below: FORM W-9 Department Of The Treasury Name: Internal Revenue Service

Payor's Request For Taxpayer Address (Number and street): Identification Number (TIN)

City, State and Zip Code:

PART I — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT TIN: AND CERTIFY BY SIGNING AND DATING BELOW

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (Social Security Number or Employer Identification Number)

PART II — CERTIFICATION — UNDER PENALTIES OF PERJURY, PART III — I CERTIFY THAT: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me) and (2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been Awaiting TIN o notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of failure to report all interest and dividends, or (c) the IRS has notified me that I am no longer subject

to backup withholding. Exempt o

Certification Instructions — You must cross out item (2) above if you have been notified by the IRS that you are subject to backup withholding because of under- reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out item (2). If you are exempt from backup withholding, check the applicable box in Part III.

Date Signature

Name (Please Print)

Address (Number and street)

City, State and Zip Code FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU UNDER THE NOTES. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR NOTE: CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. 9 YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE APPLICABLE BOX IN PART III OF SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number to the payor by the time of payment, 28% of all reportable payments made to me will be withheld until I provide a number and that, if I do not provide my taxpayer identification number within 60 days, such retained amounts shall be remitted to the IRS as backup withholding.

Signature Date IMPORTANT: THIS LETTER OF TRANSMITTAL (TOGETHER WITH CERTIFICATES FOR OLD NOTES AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME ON THE EXPIRATION DATE.

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CERTIFICATE OLD NOTES OLD NOTES ACCEPTED SURRENDERED TENDERED

Delivery Prepared by Checked by Date 10

QuickLinks The Exchange Agent for the Exchange Offer is CITIBANK, N.A. Deliver to PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY SIGNATURE GUARANTEE (See Instruction 3) Certain Signatures Must Be Guaranteed by an Eligible Institution INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER IMPORTANT TAX INFORMATION TO BE COMPLETED BY ALL TENDERING HOLDERS CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER (DO NOT WRITE IN SPACE BELOW)

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NOTICE OF GUARANTEED DELIVERY FOR 7 TENDER OF 4 /8% SENIOR NOTES DUE NOVEMBER 15, 2008 1 AND 6 /8% SENIOR NOTES DUE NOVEMBER 15, 2013 IN EXCHANGE FOR 7 4 /8% SENIOR NOTES DUE NOVEMBER 15, 2008 1 AND 6 /8% SENIOR NOTES DUE NOVEMBER 15, 2013 THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OF QUEBECOR WORLD CAPITAL CORPORATION 7 1 Registered holders of outstanding 4 /8% Senior Notes due November 15, 2008 and 6 /8% Senior Notes due November 15, 2013 (the "Old Notes") of Quebecor World Capital Corporation ("Quebecor Capital") who wish to tender their Old Notes in exchange for a 7 1 like stated amount at maturity of 4 /8% Senior Notes due November 15, 2008 and 6 /8% Senior Notes due November 15, 2013 (the "New Notes") of Quebecor Capital and, in each case, whose Old Notes are not immediately available or who cannot deliver their Old Notes and letter of transmittal (and any other documents required by the letter of transmittal) to Citibank, N.A. (the "Exchange Agent"), prior to the Expiration Date, may use this Notice of Guaranteed Delivery or one substantially equivalent hereto. This Notice of Guaranteed Delivery may be delivered by hand or sent by facsimile transmission (receipt confirmed by telephone and an original delivered by guaranteed overnight delivery) or by mail to the Exchange Agent. See "The Exchange Offer — Procedures for Tendering Old Notes" in the Prospectus. THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2004 (THE "EXPIRATION DATE"), UNLESS THE OFFER IS EXTENDED BY QUEBECOR CAPITAL IN ITS SOLE DISCRETION. TENDERS OF OLD NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 PM., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

The Exchange Agent for the Exchange Offer is:

CITIBANK, N.A. Deliver to: By Mail: By Hand or Overnight Delivery: By Facsimile:

Citibank, N.A. Citibank, N.A. 111 Wall Street 111 Wall Street Fax to: 212-657-1020 15th Floor 15th Floor Confirm by Telephone: New York, New York 10043 New York, New York 10005 1-800-422-2066 Attention: Agency and Trust Services Attention: Agency and Trust Services FOR ANY QUESTIONS REGARDING THIS NOTICE OF GUARANTEED DELIVERY OR FOR ANY ADDITIONAL INFORMATION, YOU MAY CONTACT THE EXCHANGE AGENT BY TELEPHONE AT 1-800-422-2066, OR BY FACSIMILE AT (212) 657-1020. DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a letter of transmittal is required to be guaranteed by an Eligible Institution, such signature guarantee must appear in the applicable space provided on the letter of transmittal for Guarantee of Signatures.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document LADIES & GENTLEMEN: The undersigned hereby tender(s) to Quebecor Capital, upon the terms and subject to the conditions set forth in the Prospectus and the accompanying letter of transmittal, receipt of which is hereby acknowledged, the aggregate stated amount at maturity of Old Notes set forth below pursuant to the guaranteed delivery procedures set forth in the Prospectus. The undersigned understands that tenders of Old Notes will be accepted only in stated amounts at maturity equal to $1,000 or integral multiples of $1,000. The undersigned understands that tenders of Old Notes pursuant to the Exchange Offer may not be withdrawn after 5:00 p.m., New York City time, on the Expiration Date. Tenders of Old Notes may also be withdrawn if the Exchange Offer is terminated without any such Old Notes being purchased thereunder or as otherwise provided in the Prospectus. All authority conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall survive the death or incapacity of the undersigned and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.

PLEASE SIGN AND COMPLETE Signature(s) of Registered Holder(s) or Name(s) of Registered Holder(s): Authorized Signatory:

7 4 /8% Senior Notes due 2008 7 Stated Amount at Maturity of 4 /8% Senior Notes due 2008 Tendered: Address:

Certificate No(s). of Old Notes (if available): Area Code and Telephone No.:

If Old Notes will be delivered by book- entry transfer at The Depository Trust Company, insert Depository Account No.:

Date:

1 6 /8% Senior Notes due 2013 1 Stated Amount at Maturity of 6 /8% Senior Notes due 2008 Tendered: Address:

Certificate No(s). of Old Notes (if available): Area Code and Telephone No.:

If Old Notes will be delivered by book- entry transfer at The Depository Trust Company, insert Depository Account No.:

Date:

This Notice of Guaranteed Delivery must be signed by the registered holder(s) of Old Notes exactly as its (their) name(s) appear on certificates for Old Notes or on a security position listing as the owner of Old Notes, or by person(s) authorized to become registered Holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor,

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information.

PLEASE PRINT NAME(S) AND ADDRESS(ES) Name(s):

Capacity:

Address(es):

DO NOT SEND OLD NOTES WITH THIS FORM. OLD NOTES SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL.

GUARANTEE OF DELIVERY (NOT TO BE USED FOR SIGNATURE GUARANTEE) The undersigned, a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or a correspondent in the United States or an "eligible guarantor institution" as defined by Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), hereby (a) represents that each holder of Old Notes on whose behalf this tender is being made "own(s)" the Old Notes covered hereby within the meaning of Rule 14e-4 under the Exchange Act, (b) represents that such tender of Old Notes complies with such Rule 14e-4, and (c) guarantees that, within three New York Stock Exchange trading days from the date of this Notice of Guaranteed Delivery, a properly completed and duly executed letter of transmittal, together with certificates representing the Old Notes covered hereby in proper form for transfer and required documents, will be deposited by the undersigned with the Exchange Agent. THE UNDERSIGNED ACKNOWLEDGES THAT IT MUST DELIVER THE LETTER OF TRANSMITTAL AND OLD NOTES TENDERED HEREBY TO THE EXCHANGE AGENT WITHIN THE TIME SET FORTH ABOVE AND THAT FAILURE TO DO SO COULD RESULT IN FINANCIAL LOSS TO THE UNDERSIGNED. Name of Firm: Authorized Signature Address:

Area Code and Telephone No.: Name:

Title:

Date:

QuickLinks NOTICE OF GUARANTEED DELIVERY The Exchange Agent for the Exchange Offer is

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document CITIBANK, N.A. Deliver to PLEASE SIGN AND COMPLETE PLEASE PRINT NAME(S) AND ADDRESS(ES) GUARANTEE OF DELIVERY (NOT TO BE USED FOR SIGNATURE GUARANTEE)

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document QuickLinks -- Click here to rapidly navigate through this document Exhibit 99.3 TENDER FOR ALL OUTSTANDING 7 4 /8% SENIOR NOTES DUE NOVEMBER 15, 2008 AND 1 6 /8% SENIOR NOTES DUE NOVEMBER 15, 2013 IN EXCHANGE FOR 7 4 /8% SENIOR NOTES DUE NOVEMBER 15, 2008 AND 1 6 /8% SENIOR NOTES DUE NOVEMBER 15, 2013 THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OF QUEBECOR WORLD CAPITAL CORPORATION To Registered Holders: We are enclosing herewith the material listed below relating to the offer (the "Exchange Offer") by Quebecor World Capital 7 1 Corporation ("Quebecor Capital") to exchange its 4 /8% Senior Notes due November 15, 2008 and 6 /8% Senior Notes due November 15, 2013 (the "New Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), 7 for a like stated amount at maturity of Quebecor Capital's issued and outstanding 4 /8% Senior Notes due November 15, 2008 and 1 6 /8% Senior Notes due November 15, 2013 (the "Old Notes") upon the terms and subject to the conditions set forth in the Prospectus, dated , 2004 (the "Prospectus"), and the related letter of transmittal (the "Letter of Transmittal"). Enclosed herewith are copies of the following documents: 1. the Prospectus;

2. the Letter of Transmittal including the Guidelines for Certification of Taxpayer Identification Number;

3. a Notice of Guaranteed Delivery;

4. a fom of Instruction to Registered Holder from Beneficial Owner; and

5. a letter which may be sent to your clients for whose account you hold Old Notes in your name or in the name of your nominee, to accompany the instruction form referred to above, for obtaining such client's instruction with regard to the Exchange Offer.

WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2004, UNLESS EXTENDED. The Exchange Offer is not conditioned upon any minimum number of Old Notes being tendered. Pursuant to the Letter of Transmittal, each holder of Old Notes will represent to Quebecor Capital that (i) the New Notes acquired pursuant to the Exchange Offer are being obtained in the ordinary course of business of the person receiving such New Notes, whether or not such person is such holder, (ii) neither the holder of the Old Notes nor any such other person has an arrangement or understanding with any person to participate in the distribution of such New Notes, (iii) if the holder or any such other person is not a broker-dealer, or is a broker-dealer but will not receive New Notes for its own account in exchange for Old Notes, it is not engaged in and does not intend to participate in a distribution of the New Notes and (iv) neither the holder nor any such other person is an "affiliate" of Quebecor Capital within the meaning of Rule 405 under the Securities Act or, if such person is an "affiliate," that such person may not rely on the applicable interpretations of the staff of the U.S. Securities and Exchange Commission set forth in

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document no-action letters to third parties described under "The Exchange Offer — Resale of the New Notes" in the Prospectus and will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable. If the tendering holder or any such other person is a broker-dealer (whether or not it is also an "affiliate" of Quebecor Capital within the meaning of Rule 405 under the Securities Act) that will receive New Notes for its own account in exchange for Old Notes, such tendering holder will represent on behalf of such broker-dealer that the Old Notes to be exchanged for the New Notes were acquired by it as a result of market-making activities or other trading activities, and acknowledge on behalf of such broker-dealer that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. The enclosed Instruction to Registered Holder from Beneficial Owner contains an authorization by the beneficial owner of the Old Notes for you to make the foregoing representations. Quebecor Capital will not pay any fee or commission to any broker or dealer or to any other persons (other than the Exchange Agent for the Exchange Offer) in connection with the solicitation of tenders of Old Notes pursuant to the Exchange Offer. Quebecor Capital will pay or cause to be paid any transfer taxes payable on the transfer of Old Notes to it, except as otherwise provided in Instruction 5 of the Letter of Transmittal. Any inquiries you may have with respect to the Exchange Offer may be addressed to, and additional copies of the enclosed materials may be obtained from, the Exchange Agent, Citibank, N.A., in the manner set forth below. The Exchange Agent for the Exchange Offer is:

CITIBANK, N.A.

Deliver to: By Mail: By Hand or Overnight Delivery: By Facsimile:

Citibank, N.A. Citibank, N.A. Fax to: 212-657-1020 111 Wall Street 111 Wall Street Confirm by Telephone: 15th Floor 15th Floor 1-800-422-2066 New York, New York 10043 New York, New York 10005 Attention: Agency and Trust Services Attention: Agency and Trust Services

Very truly yours,

QUEBECOR WORLD CAPITAL CORPORATION NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF QUEBECOR CAPITAL OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON THEIR BEHALF IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

QuickLinks CITIBANK, N.A. Deliver to

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document QuickLinks -- Click here to rapidly navigate through this document Exhibit 99.4 TENDER FOR ALL OUTSTANDING 7 4 /8% SENIOR NOTES DUE NOVEMBER 15, 2008 AND 1 6 /8% SENIOR NOTES DUE NOVEMBER 15, 2013 IN EXCHANGE FOR 7 4 /8% SENIOR NOTES DUE NOVEMBER 15, 2008 AND 1 6 /8% SENIOR NOTES DUE NOVEMBER 15, 2013 THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OF QUEBECOR WORLD CAPITAL CORPORATION We are enclosing herewith a Prospectus, dated , 2004 (the "Prospectus") of Quebecor World Capital Corporation ("Quebecor Capital") and a related letter of transmittal (which together constitute the "Exchange Offer") relating to the offer by 7 1 Quebecor Capital, to exchange its 4 /8% Senior Notes due November 15, 2008 and 6 /8% Senior Notes due November 15, 2013 (the "New Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like stated amount 7 1 at maturity of its issued and outstanding 4 /8% Senior Notes due November 15, 2008 and 6 /8% Senior Notes due November 15, 2013 (the "Old Notes") upon the terms and subject to the conditions set forth in the Exchange Offer. PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2004, UNLESS EXTENDED BY QUEBECOR CAPITAL IN ITS SOLE DISCRETION. THE EXCHANGE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF OLD NOTES BEING TENDERED. We are the holder of record of Old Notes held by us for your account. A tender of such Old Notes can be made only by us as the record holder and pursuant to your instructions. The letter of transmittal is furnished to you for your information only and cannot be used by you to tender Old Notes held by us for your account. We request instructions as to whether you wish to tender any or all of the Old Notes held by us for your account pursuant to the terms and conditions of the Exchange Offer. Please so instruct us by completing, executing and returning to us the enclosed Instruction to Registered Holder from Beneficial Holder enclosed herewith. We also request that you confirm with such instruction form that we may on your behalf make the representations contained in the letter of transmittal. Pursuant to the letter of transmittal, each holder of Old Notes will represent to Quebecor Capital that (i) the New Notes acquired in the Exchange Offer are being obtained in the ordinary course of business of the person receiving such New Notes, whether or not such person is such holder, (ii) neither the holder of the Old Notes nor any such other person has an arrangement or understanding with any person to participate in the distribution of such New Notes, (iii) if the holder or any such other person is not a broker-dealer or is a broker-dealer but will not receive New Notes for its own account in exchange for Old Notes, it is not engaged in and does not intend to participate in a distribution of the New Notes and (iv) neither the holder nor any such other person is an "affiliate" of Quebecor Capital within the meaning of Rule 405 under the Securities Act or, if such person is an "affiliate," that such person may not rely on the applicable interpretations of the staff of the U.S. Securities and Exchange Commission set forth in no-action letters to third parties described under "The Exchange Offer — Resale of the New Notes" in the Prospectus and will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable. If the tendering holder or any such other person is a broker-dealer (whether or not it is also an "affiliate" of Quebecor Capital within the meaning of Rule 405 under the Securities Act) that will receive New Notes for its own account in exchange for Old Notes, we will represent on behalf of such broker-dealer that the Old Notes to be exchanged for the New Notes were acquired by it as a result of market-making activities or other trading activities, and acknowledge on behalf of such broker-dealer that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. Very truly yours,

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Guidelines for Determining the Proper Identification Number to Give the Payor — Social Security numbers have nine digits separated by two hyphens: i.e. 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e. 00-0000000. The table below will help determine the number to give the payor.

Give the SOCIAL SECURITY number or For this type of account: EMPLOYER IDENTIFICATION number of —

1. An individual The individual

The actual owner of the account or, if combined 2. Two or more individuals (joint account) funds, the first individual on the account(1)

The actual owner of the account or, if combined 3. Husband and wife (joint account) funds, the first spouse on the account(1)

Custodian account of a minor (Uniform Gift to 4. The minor(2) Minors Act)

The adult or, if the minor is the only contributor, 5. Adult and minor (joint account) the minor(1)

Account in the name of guardian or committee for 6. The ward, minor, or incompetent person(3) a designated ward, minor, or incompetent person

(a) The usual revocable savings trust (grantor is 7. The grantor-trustee(1) also trustee)

(b) So-called trust account that is not a legal or The actual owner(1) valid trust under State law

8. Sole proprietorship The owner(4)

The legal entity (do not furnish the taxpayer identifying number of the personal representative 9. A valid trust, estate, or pension trust or trustee unless the legal entity itself is not designated in the account title.)(5)

10. Corporate The corporation

11. Religious, charitable, or educational organization The organization

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Association, club, or other tax-exempt 12. The organization organization

Partnership (account held in the name of the 13. The partnership business)

14. A broker or registered nominee The broker or nominee

Account with the Department of Agriculture in the name of a public entity (such as a State or 15. The public entity local government, school district, or prison) that receives agricultural program payments

(1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person's social security number must be furnished.

(2) Circle the minor's name and furnish the minor's social security number.

(3) Circle the ward's, minor's or incompetent person's name and furnish such person's social security number.

(4) You must show your individual name, but you may also enter business or "doing business as" name. You may use either your social security number or your employer identification number (if you have one).

(5) List first and circle the name of the legal trust, estate, or pension trust.

Note: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed. 3

QuickLinks GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document QuickLinks -- Click here to rapidly navigate through this document Exhibit 99.5 INSTRUCTION TO REGISTERED HOLDER FROM BENEFICIAL OWNER OF 7 4 /8% SENIOR NOTES DUE NOVEMBER 15, 2008 1 AND 6 /8% SENIOR NOTES DUE NOVEMBER 15, 2013 OF QUEBECOR WORLD CAPITAL CORPORATION To Registered Holder: The undersigned hereby acknowledges receipt of the Prospectus dated , 2004 (the "Prospectus") of Quebecor World Capital Corporation ("Quebecor Capital"), and the accompanying letter of transmittal, that together constitute Quebecor Capital's offer 7 (the "Exchange Offer") to exchange $1,000 in stated amount at maturity of a new series of 4 /8% Senior Notes due November 15, 2008 1 and 6 /8% Senior Notes due November 15, 2013 that have been registered under the Securities Act of 1933, as amended, (the 7 "New Notes") of Quebecor Capital for each $1,000 in stated amount at maturity of outstanding 4 /8% Senior Notes due November 15, 1 2008 and 6 /8% Senior Notes due November 15, 2013 (the "Old Notes") of Quebecor Capital tendered and accepted. Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus. This will instruct you, the registered holder, as to the action to be taken by you relating to the Exchange Offer with respect to the Old Notes held by you for the account of the undersigned. The aggregate face amount of the Old Notes held by you for the account of the undersigned is (fill in amount): 7 $ of 4 /8% Senior Notes due November 15, 2008 1 $ of 6 /8% Senior Notes due November 15, 2013. With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box): o To TENDER the following Old Notes held by you for the account of the undersigned (insert stated amount at maturity of Old Notes to be tendered (if any)): 7 $ of 4 /8% Senior Notes due November 15, 2008 1 $ of 6 /8% Senior Notes due November 15, 2013. o NOT to TENDER any Old Notes held by you for the account of the undersigned. If the undersigned instructs you to tender Old Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the letter of transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations, that (i) the New Notes acquired pursuant to the Exchange Offer are being obtained in the ordinary course of business of the undersigned, (ii) the undersigned has no arrangement or understanding with any person to participate in the distribution of such New Notes, (iii) if the undersigned is not a broker-dealer, or is a broker-dealer but will not receive New Notes for its own account in exchange for Old Notes, the undersigned is not engaged in and does not intend to participate in the distribution of such New Notes and (iv) the undersigned is not an "affiliate" of Quebecor Capital within the meaning of Rule 405 under the Securities Act, or, if the undersigned is an "affiliate," that the undersigned may not rely on the applicable interpretations of the staff of the U.S. Securities and Exchange Commission set forth in no-action letters described under "The Exchange Offer — Resale of the New Notes" in the Prospectus and will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable. If the undersigned is a broker-dealer (whether or not it is also an "affiliate" of Quebecor Capital within the meaning of Rule 405 under the Securities Act) that will receive New Notes for its own account in exchange for Old Notes, it represents that such Old Notes were acquired as a result of market-making activities or other trading activities, and it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes, the undersigned is not deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

SIGN HERE

Name of beneficial owner(s) (please print):

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Address:

Telephone Number:

Taxpayer identification or Social Security Number:

Date:

QuickLinks SIGN HERE

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