MOORE CORPORATION LIMITED

AND

MOORE NORTH AMERICA FINANCE, INC.

U.S. $85,500,000 7.84% Senior Guaranteed Notes, Series A, Due March 25, 2006 U.S. $114,500,000 8.05% Senior Guaranteed Notes, Series B, Due March 25, 2009

NOTE PURCHASE AGREEMENT

Dated as of March 25, 1999

Re:         U.S. $85,500,000 7.84% Senior Guaranteed Notes, Series A,
                               due March 25, 2006
           U.S. $114,500,000 8.05% Senior Guaranteed Notes, Series B,
                              Due March 25, 2009

Closing Date: March 25, 1999

Separate and several Note Purchase Agreements, each dated as of March 25, 1999, each in the form attached hereto, were entered into by MOORE CORPORATION LIMITED, a company formed under the laws of Ontario, Canada (the "Parent Corporation"), and MOORE NORTH AMERICA FINANCE, INC., a Delaware corporation (the "Company"), with each of the institutions named below. Each of said Note Purchase Agreements was executed on behalf of the Parent Corporation by Shoba Ketrapal, Vice President and Treasurer, and Stephen Holinski, Senior Vice President and Chief Financial Officer, and on behalf of the Company by Shoba Ketrapal, Vice President and Treasurer. The separate Note Purchase Agreements were addressed to each of the institutions named in Schedule A thereto and accepted by the officers of the respective institutions as shown below.

AIG LIFE INSURANCE COMPANY                   AMERICAN GENERAL ANNUITY INSURANCE
                                               COMPANY

By: /s/ Gerald F. Herman                     AMERICAN GENERAL LIFE INSURANCE
   Title: Assistant Vice President             COMPANY


ALEXANDER HAMILTON LIFE INSURANCE            THE OLD LINE LIFE INSURANCE COMPANY
  COMPANY OF AMERICA                           OF AMERICA

                                             THE UNITED STATES LIFE INSURANCE
                                               COMPANY IN THE CITY OF NEW YORK

By: /s/ John C. Ingram
    Title: Senior Vice President             By: /s/ C. Scott Inglis
                                                 Title: Investment Officer

                                                              Conformed copy
                                                                prepared by:

                                                       [CHAPMAN AND CUTLER LOGO]

AMERICAN INTERNATIONAL LIFE              PROVIDENT LIFE AND ACCIDENT
  ASSURANCE COMPANY OF NEW YORK            INSURANCE COMPANY

By: /s/ Gerald F. Herman                 By: Provident Investment Management,
    Title: Assistant Vice President          LLC, its Agent

DELAWARE AMERICAN LIFE INSURANCE         By: /s/ James A. Ramsay
  COMPANY OF NEW YORK                        Title: Senior Vice President

By: /s/ Gerald F. Herman                 TIE PAUL REVERE LIFE INSURANCE
    Title: Assistant Vice President        COMPANY

JEFFERSON PILOT FINANCIAL INSURANCE      By: Provident Investment Management,
  COMPANY                                    LLC, its Agent

By: /s/ John C. Ingram                   By: /s/ James A. Ramsay
    Title: Senior Vice President             Title: Senior Vice President

MUTUAL SERVICE LIFE INSURANCE CO.        SOUTHERN FARM BUREAU LIFE
                                           INSURANCE COMPANY
By: /s/ Ronald L. Kaliebe
    Title: Vice President, Chief         By: /s/ Carol Robertson
           Investment Officer                Title: Portfolio Manager, Fixed
                                                    Income
THE PENN MUTUAL LIFE INSURANCE
  COMPANY                                THE TRAVELERS INSURANCE COMPANY

By: /s/ Todd M. Fox                      By: /s/ Robert M. Mills
    Title: Senior Investment Analyst         Title: Investment Officer

THE PENN INSURANCE AND ANNUITY           USAA LIFE INSURANCE COMPANY
  COMPANY
                                         By: /s/ C.W. Shirley
By: /s/ Todd M. Fox                          Title: Senior Vice President
    Title: Senior Investment Analyst
                                         USAA CASUALTY INSURANCE COMPANY
PRINCIPAL LIFE INSURANCE COMPANY
                                         By: /s/ C.W. Shirley
By:  Principal Capital Management, LLC,      Title: Senior Vice President
     a Delaware limited liability
     company, its authorized signatory   WOODMEN ACCIDENT AND LIFE COMPANY

By: /s/ L.S. Valentine                    By: /s/ A. M. McCray
    Title: Counsel                            Title: Senior Director, Securities
                                                     Investments and Assistant
By: /s/ Clint Woods                                  Treasurer
    Title: Counsel

                                TABLE OF CONTENTS

                          (Not a part of the Agreement)

SECTION 1.           AUTHORIZATION OF NOTES....................................1

SECTION 2.           SALE AND PURCHASE OF NOTES; SECURITY .....................2
     Section 2.1.    Sale and Purchase of Notes ...............................2
     Section 2.2.    Guaranties................................................2

SECTION 3.           CLOSING...................................................3

SECTION 4.           CONDITIONS TO CLOSING.....................................3
     Section 4.1.    Representations and Warranties............................3
     Section 4.2.    Performance; No Default ..................................3
     Section 4.3.    Compliance Certificates ..................................3
     Section 4.4.    Opinions of Counsel ......................................4
     Section 4.5.    Purchase Permitted By Applicable Law, Etc ................4
     Section 4.6.    Sale of Other Notes ......................................5
     Section 4.7.    Payment of Special Counsel Fees ..........................5
     Section 4.8.    Private Placement Numbers ................................5
     Section 4.9.    Changes in Corporate Structure ...........................5
     Section 4.10.   Year 2000 Compliance .....................................5
     Section 4.11.   Rating of Notes ..........................................5
     Section 4.12.   Fifth Amendment to Bank Credit Agreement .................5
     Section 4.13.   Funding Instructions .....................................5
     Section 4.14.   Proceedings and Documents ................................5

SECTION 5.           REPRESENTATIONS AND WARRANTIES OF THE PARENT
                     CORPORATION AND THE COMPANY...............................6
     Secticon 5.1.   ..........................................................6
     Section 5.1.1.  Organization; Power and Authority ........................6
     Section 5.1.2.  Authorization, Etc .......................................6
     Section 5.1.3.  Disclosure ...............................................6
     Section 5.1.4.  Organization and Ownership of Shares of Material
                       Subsidiaries ...........................................7
     Section 5.1.5.  Financial statements .....................................7
     Section 5.1.6.  Compliance with Laws, Other Instruments, Etc .............8
     Section 5.1.7.  Governmental Authorizations, Etc .........................8
     Section 5.1.8.  Litigation; Observance of Agreements, Statutes and
                       Orders .................................................8
     Section 5.1.9.  Taxes ....................................................8
     Section 5.1.10. Title to Property; Leases ................................9
     Section 5.1.11. Licenses, Permits, Etc ...................................9
     Section 5.1.12. Compliance with Pension Laws .............................9
     Section 5.1.13. Private Offering by the Company .........................11

     Section 5.1.14. Margin Regulations ......................................11
     Section 5.1.15. Existing Indebtedness; Future Liens .....................11
     Section 5.1.16. Foreign Assets Control Regulations, Etc..................12
     Section 5.1.17. Status under Certain Statutes ...........................12
     Section 5.1.18. Obligations Rank Pari Passu .............................12
     Section 5.1.19. Environmental Matters ...................................12

     Section 5.2.
     Section 5.2.1.  Organization; Power and Authority                        13
     Section 5.2.2.  Authorization, Etc ......................................13
     Section 5.2.3.  Compliance with Laws, Other Instruments, Etc ............13
     Section 5.2.4.  Governmental Authorizations, Etc ........................13
     Section 5.2.5.  Litigation; Observance of Agreements, Statutes
                       and Orders ............................................13
     Section 5.2.6.  Taxes ...................................................14
     Section 5.2.7.  Title to Property; Leases ...............................14
     Section 5.2.8.  Licenses, Permits, Etc ..................................14
     Section 5.2.9.  Private Offering by the Company .........................14
     Section 5.2.10  Use of Proceeds; Margin Regulations .....................14
     Section 5.2.11  No Employee Plans .......................................15

SECTION 6.           REPRESENTATIONS OF THE PURCHASER.........................15
     Section 6.1.    Purchase for Investment .................................15
     Section 6.2.    Source of Funds .........................................15

SECTION 7.           INFORMATION AS TO THE PARENT CORPORATION ................17
     Section 7.1.    Financial and Business Information ......................17
     Section 7.2.    Officer's Certificate ...................................20
     Section 7.3.    Inspection ..............................................20

SECTION 8.           PREPAYMENT OF THE NOTES .................................21
     Section 8.1.    Required Prepayments ....................................21
     Section 8.2.    Optional Prepayments ....................................21
     Section 8.3.    Redemption for Reasons of Taxation ......................21
     Section 8.4.    Change in Control .......................................22
     Section 8.5.    Allocation of Partial Prepayments .......................25
     Section 8.6.    Maturity; Surrender, Etc ................................25
     Section 8.7.    Purchase of Notes .......................................25
     Section 8.8.    Make-Whole Amount .......................................25

SECTION 9.           AFFIRMATIVE COVENANTS ...................................27
     Section 9.1.    .........................................................27
     Section 9.1.1.  Compliance with Law .....................................27
     Section 9.1.2.  Insurance ...............................................27
     Section 9.1.3.  Maintenance of Properties ...............................28
     Section 9.1.4.  Payment of Taxes and Claims .............................28

     Section 9.1.5.  Corporate Existence, Etc ................................28
     Section 9.1.6.  Nature of Business ......................................28
     Section 9.1.7.  Guaranty by Constituent Company Guarantors ..............28
     Section 9.1.8.  Obligations to Rank Pari Passu ..........................29
     Section 9.2.    .........................................................29
     Section 9.2.1.  Compliance with Law .....................................29
     Section 9.2.2.  Insurance ...............................................30
     Section 9.2.3.  Maintenance of Properties ...............................30
     Section 9.2.4.  Payment of Taxes and Claims .............................30
     Section 9.2.5.  Corporate Existence, Etc ................................30
     Section 9.2.6.  Nature of Business ......................................30
     Section 9.2.7.  Transactions with Affiliates. ...........................31
     Section 9.2.8.  Notes to Rank Pari Passu ................................31

SECTION 10.          NEGATIVE COVENANTS ......................................31
     Section 10.1.   Consolidated Net Worth ..................................31
     Section 10.2.   Interest Coverage Ratio .................................31
     Section 10.3.   Limitations on Debt .....................................31
     Section 10.4.   Limitation on Liens .....................................33
     Section 10.5.   Limitation on Sale and Leasebacks .......................35
     Section 10.6.   Mergers, Consolidations and Sales of Assets .............36
     Section 10.7.   Transactions with Affiliates ............................38

SECTION 11.          PARENT GUARANTY .........................................39
     Section 11.1.   Parent Guaranty .........................................39
     Section 11.2.   Obligations Absolute and Unconditional ..................39
     Section 11.3.   Subrogation .............................................43
     Section 11.4.   Preference ..............................................44
     Section 11.5.   Marshalling .............................................44

SECTION 12.          EVENTS OF DEFAULT .......................................44

SECTION 13.          REMEDIES ON DEFAULT, ETC ................................47
     Section 13.1.   Acceleration ............................................47
     Section 13.2.   Other Remedies ..........................................48
     Section 13.3.   Rescission ..............................................48
     Section 13.4.   No Waivers or Election of Remedies, Expenses, Etc .......48

SECTION 14.          REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES ...........48
     Section 14.     Registration of Notes ...................................48
     Section 14.2.   Transfer and Exchange of Notes ..........................49
     Section 14.3.   Replacement of Notes ....................................49

SECTION 15.          PAYMENTS ON NOTES .......................................49

     Section 15.1.   Place of Payment ........................................49
     Section 15.2.   Home Office Payment .....................................50
     Section 15.3.   Payment Free and Clear of Taxes . .......................50

SECTION 16.          EXPENSES, ETC ...........................................51
     Section 16.1.   Transaction Expenses ....................................51
     Section 16.2.   Survival ................................................51

SECTION 17.          SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
                     ENTIRE AGREEMENT ........................................52

SECTION 18.          AMENDMENT AND WAIVER ....................................52
     Section 18.1.   Requirements ............................................52
     Section 18.2.   Solicitation of Holders of Note .........................52
     Section 18.3.   Binding Effect, Etc .....................................53
     Section 18.4.   Notes Held by Company, Etc ..............................53

SECTION 19.          NOTICES..................................................53

SECTION 20.          REPRODUCTION OF DOCUMENTS................................44

SECTION 21.          CONFIDENTIAL INFORMATION.................................54

SECTION 22.          SUBSTITUTION OF PURCHASER ...............................55

SECTION 23.          MISCELLANEOUS ...........................................56
     Section 23.1.   Currency of Payments, Indemnification ...................56
     Section 23.2.   Time ....................................................56
     Section 23.3.   Successors and Assigns ..................................56
     Section 23.4.   Payments Due on Non-Business Days .......................56
     Section 23.5.   Severability ............................................56
     Section 23.6.   Construction ............................................57
     Section 23.7.   Counterparts ............................................57
     Section 23.8.   Governing Law ...........................................57
     Section 23.9.   Submission to Jurisdiction ..............................57

Signature ....................................................................58

SCHEDULE A         -   Information Relating to Initial Holders of the Notes

SCHEDULE B         -   Defined Terms

SCHEDULE 4.9       -   Changes in Corporate Structure

SCHEDULE 5.1       -   Exceptions to Representations and Warranties of the
                       Parent Corporation

SCHEDULE 5.1.3     -   Disclosure Materials

SCHEDULE 5.1.4     -   Material Subsidiaries of the Company and Ownership of
                       Material Subsidiary Stock

SCHEDULE 5.1.5     -   Financial Statements

SCHEDULE 5.1.8     -   Certain Litigation

SCHEDULE 5.1.11    -   Patents, Etc.

SCHEDULE 5.1.15    -   Existing Indebtedness

SCHEDULE 5.2       -   Exceptions to Representations and Warranties of the
                       Company

SCHEDULE 5.2.4     -   Governmental Authorizations

SCHEDULE 5.2.10    -   Use of Proceeds

EXHIBIT 1-A        -   Form of 7.84% Senior Guaranteed Note, Series A, due
                       March 25, 2006

EXHIBIT 1-B        -   Form of 8.05% Senior Guaranteed Note, Series B, due
                       March 25, 2009

ExHiBrr 4.4(a)     -   Form of Opinion of Special Ontario, Canada Counsel for
                       the Parent Corporation

EXHIBIT 4.4(b)     -   Form of Opinion of Special United States Counsel to the
                       Company

EXHIBIT 4.4(c)     -   Form of Opinion of Special Counsel for the Initial
                       Holders of the Notes

EXHIBIT 7.1 (b)    -   Form of Accountant's Certificate

MOORE CORPORATION LIMITED
Suite 7200
P.O. Box 78
1 First Canadian Place
Toronto, Ontario, Canada MAX 1G5

and

MOORE NORTH AMERICA FINANCE, INC.
c/o CT Corporation
1209 Orange Street
Wilmington, Delaware 19801

U.S. $85,500,000 7.84% Senior Guaranteed Notes, Series A, due March 25, 2006 U.S. $114,500,000 8.05% Senior Guaranteed Notes, Series B, due March 25, 2009

Dated as of March 25, 1999

TO THE PURCHASER LISTED IN THE ATTACHED
SCHEDULE A WHO IS A SIGNATORY HERETO:

Ladies and Gentlemen:

Moore Corporation Limited, a company formed under the laws of Ontario, Canada (the "Parent Corporation"), and Moore North America Finance, Inc., a Delaware corporation (the "Company"), hereby jointly and severally agree with you as follows:

SECTION 1. AUTHORIZATION OF NOTES.

The Company will authorize the issue and sale of (a) U.S. $85,500,000 aggregate principal amount of its 7.84% Senior Guaranteed Notes, Series A, due March 25, 2006 (the "Series A Notes") and (b) U.S. $114,500,000 aggregate principal amount of its 8.05% Senior Guaranteed Notes, Series B, due March 25, 2009 (the "Series B Notes"; the Series A Notes and the Series B Notes are hereinafter referred to collectively as the "Notes"). References herein to the Series A Notes, the Series B Notes or the Notes shall, include any such notes issued in substitution therefor pursuant to SECTION 13 or the Other Agreements (as hereinafter defined)). The Series A Notes and the Series B Notes shall be substantially in the forms set out in EXHIBIT 1-A AND 1-B, respectively, with such changes therefrom, if any, as may be approved by you and the Company. Certain capitalized terms used in this Agreement are defined in SCHEDULE B; references to a "SECTION", a "SCHEDULE" or an "EXHIBIT" are, unless otherwise specified, to a Section, a Schedule or an Exhibit attached to this Agreement.

SECTION 2. SALE AND PURCHASE OF NOTES; SECURITY.

Section 2.1. Sale and Purchase of Notes. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in SECTION 3, Notes of the series and in the principal amount specified opposite your name in SCHEDULE A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "Other Agreements") identical with this Agreement with each of the other purchasers named in SCHEDULE A (the "Other Purchasers"), providing for the sale at such Closing to each of the Other Purchasers of Notes of the series and in the principal amount specified opposite its name in SCHEDULE A. Your obligation hereunder, and the obligations of the Other Purchasers under the Other Agreements, are several and not joint obligations, and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or nonperformance by any Other Purchaser thereunder.

Section 2.2. Guaranties. (a) The payment by the Company of all amounts due with respect to the Notes and the performance by the Company of its obligations under this Agreement and the Other Agreements will be absolutely and unconditionally guaranteed by the Parent Corporation pursuant to the guaranty set forth in SECTION 11 in favor of the holders of the Notes (the "Parent Guaranty").

(b) The payment by the Company of all amounts due with respect to the Notes and the performance by the Company of its obligations under this Agreement and the Other Agreements will also be absolutely and unconditionally guaranteed by any Material Subsidiary of the Parent Corporation to the extent contemplated by and as provided in SECTION 9.1.7 (a "Constituent Company Guarantor") pursuant to a guaranty agreement in the form contemplated by said SECTION 9.1.7 (as the same may be amended, modified, extended or renewed, a "Constituent Company Guaranty") and the Parent Corporation shall have caused the Intercreditor Agreement to have been executed and delivered to the extent contemplated by and as provided in said SECTION 9.1.7.

(c) If and to the extent any instrument or agreement evidencing the direct or indirect liability of any Subsidiary of the Parent Corporation for the payment of any Qualified Parity Priority Indebtedness or any Designated Priority Indebtedness (the "Corresponding Subsidiary Obligation") to which any Constituent Company Guaranty corresponds is released and discharged, the holders of the Notes agree that, upon the written notice of a Responsible Officer to the holders of the Notes evidencing that such Corresponding Subsidiary Obligation has been released and discharged and provided that no Default or Event of Default has occurred and is continuing, the obligations of the applicable Constituent Company Guarantor under the Constituent Company Guaranty to which such Corresponding Subsidiary Obligation relates shall automatically terminate (and upon the written request of a Responsible Officer, the holders of the Notes shall confirm in writing the termination of the applicable Constituent Company Guaranty); provided that in the event such Constituent Company Guarantor shall again become obligated .under or with respect to the previously discharged Corresponding Subsidiary Obligation, then the obligation of such Constituent Company Guarantor under the Constituent Company Guaranty

relating to such Corresponding Subsidiary Obligation shall ipso facto again benefit the holders of the Notes on an equal and pro rata basis.

SECTION 3. CLOSING.

The sale and purchase of the Notes to be purchased by you and the Other Purchasers shall occur at the offices of Chadbourne & Parke LLP, at 30 Rockefeller Plaza, New York, NY 10112, at 9:00 a.m., New York City time, at a closing (the "Closing ") on March 25, 1999 or on such other Business Day thereafter on or prior to March 31, 1999 as may be agreed upon by the Company and you and the Other Purchasers. At the Closing the Company will deliver to you the Notes to be purchased by you in the form of a single Note for each series of the Notes to be purchased by you (or such greater number of Notes in denominations of at least U.S. $300,000 as you may request) dated the date of the Closing and registered in your name (or in the name of your nominee), against delivery by you to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds through Bank of Nova Scotia, New York, ABA No. 026-002-532, for credit of: Bank of Nova Scotia, Toronto Main Branch, Transit No. 80002, for further credit to: Moore North America Finance, Inc., Account No. 61243-13. If at the Closing the Company shall fail to tender such Notes to you as provided above in this SECTION 3, or any of the conditions specified in
SECTION 4 shall not have been fulfilled to your satisfaction, you shall, at your election, be relieved of all further obligations under this Agreement, without thereby waiving any rights you may have by reason of such failure or such nonfulfillment.

SECTION 4. CONDITIONS TO CLOSING.

Your obligation to purchase and pay for the Notes to be sold to you at the Closing is subject to the fulfillment to your satisfaction, prior to or at the Closing, of the following conditions:

Section 4.1. Representations and Warranties. The representations and warranties of each of the Parent Corporation and the Company in this Agreement shall be correct when made and at the time of the Closing.

Section 4.2. Performance; No Default. (a) Each of the Parent Corporation and the Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by the Parent Corporation or the Company, as the case may be, prior to or at the Closing, and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by SCHEDULE 5.2.10), No Default or Event of Default shall have occurred and be continuing.

(b) Neither the Parent Corporation nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by SECTIONS 10.1 through 10.6 had such SECTIONS applied since such date.

Section 4.3. Compliance Certificates.

(a) Parent Corporation Officer's Certificate. The Parent Corporation shall have delivered to you an Officer's Certificate, dated the date of the Closing, certifying that the conditions specified in SECTIONS 4.1, 4.2(a) and 4.9 (as such conditions relate to the Parent Corporation) have been fulfilled.

(b) Company Officer's Certificate. The Company shall have delivered to you a certificate of an authorized officer, dated the date of the Closing, certifying that the conditions set forth in SECTIONS 4.1, 4.2(a) and 4.9 (as such conditions relate to the Company) have been fulfilled.

(c) Parent Corporation's Secretary's Certificate. The Parent Corporation shall have delivered to you a certificate certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of this Agreement and the Other Agreements.

(d) Company Secretary's Certificate. The Company shall have delivered to you a certificate certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement and the Other Agreements.

Section 4.4. Opinions of Counsel. You shall have received opinions in form and substance satisfactory to you, dated the date of the Closing (a) from Tory Tory Des Lauriers & Binnington, special Canadian counsel for the Parent Corporation and the Company, covering the matters set forth in EXHIBIT 4.4(a) and covering such other matters incident to the transactions contemplated hereby as you or your counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to you), (b) from Chadbourne & Parke LLP, special United States counsel for the Company covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated thereby as you or your special counsel may reasonably request, and
(c) from Chapman and Cutler, your special counsel in connection with such transactions, substantially in the form set forth in EXHIBIT 4.4(c) and covering such other matters incident to such transactions as you may reasonably request.

SECTION 4.5. Purchase Permitted By Applicable Law, Etc. On the date of the Closing your purchase of Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which you are subject, without recourse to provisions (such as Section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, Regulation U, T or X of the Board of Governors of the Federal Reserve System) and (c) not subject you to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by you, you shall have received an Officer's Certificate certifying as to such matters of fact as you may reasonably specify to enable you to determine whether such purchase is so permitted.

Section 4.6. Sale of Other Notes. Contemporaneously with the Closing, the Company shall sell to the Other Purchasers, and the Other Purchasers shall purchase, the Notes to be purchased by them at the Closing as specified in SCHEDULE A.

Section 4.7. Payment of Special Counsel Fees. Without limiting the provisions of SECTION 16.1, the Company shall have paid on or before the Closing the fees, charges and disbursements of your special counsel referred to in
SECTION 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the Closing.

Section 4.8. Private Placement Numbers. A Private Placement Number issued by Standard & Poor's CUSIP Service Bureau (in cooperation with the Securities Valuation Office of the National Association of Insurance Commissioners) shall have been obtained for each series of the Notes.

Section 4.9. Changes in Corporate Structure. Neither of the Parent Corporation nor the Company shall have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in SCHEDULE 5.1.5, other than as set forth on SCHEDULE 4.9.

Section 4.10. Year 2000 Compliance. The Parent Corporation shall have delivered to you and the Other Purchasers a certificate in the form required by the Securities Valuation Office of the National Association of Insurance Commissioners addressing in reasonable detail the extent to which the computer applications used by the Parent Corporation or any of its Subsidiaries are able to recognize and to perform properly data-sensitive functions involving dates prior to and after December 31, 1999.

Section 4.11. Rating of Notes. The Notes shall have been rated "Baa3" or better by Moody's Investors Service, Inc. and you shall have received written evidence thereof.

Section 4.12. Fifth Amendment to Bank Credit Agreement. You shall have received a true, correct and complete copy of the Fifth Amendment to the Bank Credit Agreement pursuant to which the Guaranty of Moore North America, Inc., a Delaware corporation, in respect of Indebtedness outstanding under and pursuant to the Bank Credit Agreement shall have been unconditionally terminated.

Section 4.13. Funding Instructions. At least three Business Days prior to the date of the Closing, you shall have received written instructions executed by a Responsible Officer of the Company directing the manner of the payment of funds and setting forth (1) the name and address of the transferee bank, (2) such transferee bank's ABA number, (3) the account name and number into which the purchase price for the Notes is to be deposited, and (4) the name and telephone number of the account representative responsible for verifying receipt of such funds.

Section 4.14. Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and

instruments incident to such transactions shall be satisfactory to you and Chapman and Cutler, and you and Chapman and Cutler shall have received all such counterpart originals or certified or other copies of such documents as you or they may reasonably request.

SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE PARENT CORPORATION AND THE COMPANY.

Section 5.1. The Parent Corporation represents and warrants to you that on and as of the date of the Closing (unless otherwise expressly specified in writing in SCHEDULE 5.1 pertaining to any such representation or warranty):

Section 5.1.1. Organization; Power and Authority. The Parent Corporation is a corporation validly organized and existing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign or extra provincial corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Parent Corporation has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Other Agreements and to perform the provisions hereof. The Parent Corporation is subject to the relevant commercial law and civil law and is generally subject to suit and it is not, nor does any of its properties or revenues, enjoy any right of immunity from any judicial proceedings, including attachment prior to judgment, attachment in aid of execution, execution of the judgment or otherwise. The Parent Corporation represents that the execution and delivery of this Agreement and the Other Agreements constitute private and commercial acts rather than governmental or public acts of the Parent Corporation.

Section 5.1.2. Authorization, Etc. This Agreement and the Other Agreements have been duly authorized by all necessary corporate action on the part of the Parent Corporation, and this Agreement constitutes a legal, valid and binding obligation of the Parent Corporation enforceable against the Parent Corporation in accordance with its terms, except as such enforceability may be limited by
(a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 5.1.3. Disclosure. The Parent Corporation, through its agent, Salomon Smith Barney, has delivered to you and each Other Purchaser a copy of a Private Placement Memorandum, dated January, 1999 (the "Memorandum "), relating to the transactions contemplated hereby. The Memorandum fairly describes, in all material respects, the general nature of the business and principal properties of the Parent Corporation and its Subsidiaries. Except as disclosed in SCHEDULE 5.1.3, this Agreement, the Memorandum, the documents, certificates or other writings delivered to you by or on behalf of the Parent Corporation in connection with the transactions contemplated hereby and the financial statements listed in SCHEDULE 5.1.5, taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the

circumstances under which they were made. Except as disclosed in the Memorandum or as expressly described in SCHEDULE 5.1.3, or in one of the documents, certificates or other writings identified therein, or in the financial statements listed in SCHEDULE 5.1.5, since December 31, 1997, there has been no change in the financial condition, operations, business, properties or prospects of the Parent Corporation or any Subsidiary except changes that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. There is no fact known to the Parent Corporation that could reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the Memorandum or in the other documents, certificates and other writings delivered to you by or on behalf of the Parent Corporation specifically for use in connection with the transactions contemplated hereby.

Section 5.1.4. Organization and Ownership of Shares of Material Subsidiaries. (a) SCHEDULE 5.1.4 contains (except as noted therein) complete and correct lists as of December 31, 1998 (i) of the Parent Corporation's Material Subsidiaries, showing, as to each Material Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Parent Corporation and each other Subsidiary, and (ii) of the Parent Corporation's directors and senior officers.

(b) All of the outstanding shares of capital stock or similar equity interests of each Material Subsidiary shown in SCHEDULE 5.1.4 as being owned by the Parent Corporation and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Parent Corporation or another Subsidiary free and clear of any Lien (except as otherwise disclosed in SCHEDULE 5.1.4).

(c) Each Material Subsidiary identified in SCHEDULE 5.1.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Material Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact.

(d) No Material Subsidiary is a party to, or otherwise subject to, any legal restriction or any agreement (other than this Agreement and the Other Agreements and customary limitations imposed by corporate law statutes) restricting the ability of such Material Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Corporation or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Material Subsidiary.

Section 5.1.5. Financial Statements. The Parent Corporation has delivered to each holder of the Notes copies of the consolidated financial statements of the Parent Corporation listed on SCHEDULE 5.1.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Parent

Corporation and its Subsidiaries as of the respective dates specified in such financial statements and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments).

Section 5.1.6. Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by the Parent Corporation of this Agreement will not
(a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Parent Corporation or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, or any other agreement or instrument to which the Parent Corporation or any Subsidiary is bound or by which the Parent Corporation or any Subsidiary or any of their respective properties may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Parent Corporation or any Subsidiary or (c) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Parent Corporation or any Subsidiary the contravention, breach, or violation of which or conflict with which would have a Material Adverse Effect.

Section 5.1.7. Governmental Authorizations, Etc. No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Parent Corporation of this Agreement, other than those which have been obtained, are in full force and effect and are specified in SCHEDULE 5.2.4.

Section 5.1.8. Litigation; Observance of Agreements, Statutes and Orders.
(a) Except as disclosed in SCHEDULE 5.1.8, there are no actions, suits or proceedings pending or, to the knowledge of the Parent Corporation, threatened against or affecting the Parent Corporation or any Subsidiary or any property of the Parent Corporation or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(b) Neither the Parent Corporation nor any Subsidiary is in default under any term of any agreement or instrument to which it is a party or by which it is bound, or any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or is in violation of any applicable law, ordinance, rule or regulation (including without limitation Environmental Laws) of any Governmental Authority, which default or violation, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Section 5.1.9. Taxes. The Parent Corporation and its Subsidiaries for all fiscal years up to and including the fiscal year ended December 31, 1997 have filed all tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments (a) the amount of

which individually or in the aggregate would not have a Material Adverse Effect or (b) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Parent Corporation or a Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP. The Parent Corporation knows of no basis for any other tax or assessment that could reasonably be expected to have a Material Adverse Effect. The charges, accruals and reserves on the books of the Parent Corporation and its Subsidiaries in respect of U.S. federal, state, Canadian, provincial or other taxes for all fiscal periods are adequate. The Canadian federal income tax liabilities of the Parent Corporation have been determined by Revenue Canada and paid for all taxation years up to and including the taxation year ended December 31, 1991, except for matters which are being validly contested by the Parent Corporation and are either not Material or are disclosed on SCHEDULE 5.1.8.

Section 5.1.10. Title to Property; Leases. The Parent Corporation and its Subsidiaries have good and sufficient title to their respective properties (other than those properties the failure to have good and sufficient title of which, individually or in the aggregate, would not have a Material Adverse Effect), including all such properties reflected in the most recent audited balance sheet referred to in SECTION 5.1.5 or purported to have been acquired by the Parent Corporation or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Section 5.1.11. Licenses, Permits, Etc. Except as disclosed in SCHEDULE 5.1.11,

(a) the Parent Corporation and its Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents, copyrights, service marks, trademarks and trade names, or rights thereto, (other than those that the failure to own or possess individually or in the aggregate would not have a Material Adverse Effect), without known conflict with the rights of others;

(b) to the best knowledge of the Parent Corporation, no product of the Parent Corporation or any Subsidiary infringes in any Material respect any license, permit, franchise, authorization, patent, copyright, service mark, trademark, trade name or other right owned by any other Person; and

(c) to the best knowledge of the Parent Corporation, there is no Material violation by any Person of any right of the Parent Corporation or any of its Subsidiaries with respect to any patent, copyright, service mark, trademark, trade name or other right owned or used by the Parent Corporation or any of its Subsidiaries.

Section 5.1.12. Compliance with Pension Laws. (a) The Parent Corporation and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. Neither the Parent Corporation nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the

penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in Section 3(3) of ERISA), and no event, transaction or condition has occurred or exists that could reasonably be expected to result in the incurrence of any such liability by the Parent Corporation or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Parent Corporation or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to
Section 401(a)(29) or 412 of the Code, other than such liabilities or Liens as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. The representation by the Parent Corporation in the immediately preceding sentence of this SECTION 5.1.12(a) is made in reliance upon and subject to the accuracy of your representation in SECTION 6.2 as to the source of funds to be used by you to pay the purchase price of the Notes.

(b) With respect to each Plan that is subject to Title IV of ERISA (other than Multiemployer Plans), the present value of the projected benefit obligations under each of the Plans (other than Multiemployer Plans), determined as of the end of such Plan's most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan's most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan allocable to such benefit obligations. The terms "current value" and "present value" have the meaning specified in Section 3 of ERISA.

(c) The Parent Corporation and its ERISA Affiliates have not incurred withdrawal liabilities (and are not reasonably expected to incur any withdrawal liabilities) under Section 4201 or 4204 of ERISA in respect of Multiemployer Plans as have resulted in or could reasonably be expected to result in a Material Adverse Effect.

(d) The expected post-retirement benefit obligation (determined as of the last day of the Parent Corporation's most recently ended fiscal year in accordance with Financial Accounting Standards Board Statement No. 106, without regard to liabilities attributable to continuation coverage mandated by Section 4980B of the Code) of the Parent Corporation and its Subsidiaries could not reasonably be expected to result in a Material Adverse Effect.

(e) Each Non-U.S. Pension Plan has been maintained in substantial compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities; neither the Parent Corporation nor any Subsidiary has incurred any obligation in connection with the termination of or withdrawal from any Non-U.S. Pension Plan; and the present value of the accrued benefit liabilities (whether or not vested) under each Non-U.S. Pension Plan, determined as of the end of the Parent Corporation's most recently ended fiscal year on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the assets of such Non-U.S. Pension Plan allocable to such benefit liabilities. All contributions required to be made with respect to a Non-U.S. Pension Plan have been timely made, except where the failure to make such timely contributions has not resulted in and could not reasonably be expected to result in a Material Adverse Effect.

(f) The execution and delivery of this Agreement and the issuance and sale of the Notes hereunder will not involve any transaction that is subject to the prohibitions of Section 406 of

ERISA or in connection with which a tax could be imposed pursuant to Section 4975(c)(1)(A)-(D) of the Code. The representation by the Parent Corporation in the first sentence of this SECTION 5.1.12(f) is made in reliance upon and subject to the accuracy of your representation in SECTION 6.2 as to the sources of the funds to be used to pay the purchase price of the Notes to be purchased by you.

Section 5.1.13. Private Offering by the Company. Neither the Parent Corporation nor anyone acting on its behalf has offered the Notes or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than you, the Other Purchasers and not more than 114 other Institutional Investors, each of which has been offered the Notes at a private sale for investment. Neither the Parent Corporation nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes to the registration requirements of Section 5 of the Securities Act. None of the Parent Corporation, its Affiliates or any Person acting on its or their behalf (including, without limitation, Salomon Smith Barney) has engaged in any form of general solicitation or general advertising (as those terms are defined in Regulation D under the Securities Act) with respect to the Notes.

Section 5.1.14. Margin Regulations. No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Parent Corporation in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Parent Corporation and its Subsidiaries and the Parent Corporation does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms "margin stock" and "purpose of buying or carrying" shall have the meanings assigned to them in said Regulation U.

Section 5.1.15. Existing Indebtedness; Future Liens. (a) Except as described therein, SCHEDULE 5.1.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Corporation and its Subsidiaries as of January 31, 1999, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payment or maturities of the Indebtedness of the Parent Corporation or its Subsidiaries. Neither the Parent Corporation nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Parent Corporation or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Parent Corporation or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

(b) Except as disclosed in SCHEDULE 5.1.15, neither the Parent Corporation nor any Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by
SECTION 10.4.

Section 5.1.16. Foreign Assets Control Regulations, Etc. Neither the sale of the Notes by the Parent Corporation hereunder nor its use of the proceeds thereof will violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto.

Section 5.1.17. Status under Certain Statutes. Neither the Parent Corporation nor any Subsidiary is an "investment company" registered or required to be registered subject to regulation under the Investment Company Act of 1940, as amended, or is subject to regulation under the Public Utility Holding Company Act of 1935, as amended, or the Federal Power Act, as amended.

Section 5.1.18. Obligations Rank Pari Passu. The payment obligations of the Parent Corporation under SECTION 11 rank at least pari passu in right of payment with all other senior unsecured Indebtedness of the Parent Corporation, including, without limitation, all senior unsecured Indebtedness of the Parent Corporation described in SCHEDULE 5.1.15 hereto.

Section 5.1.19. Environmental Matters. Neither the Parent Corporation nor any Subsidiary has knowledge of any claim or has received any notice of any claim, and no proceeding has been instituted raising any claim against the Parent Corporation or any of its Subsidiaries or any of their respective real properties now or formerly owned, leased or operated by any of them or other assets, alleging any damage to the environment or violation of any Environmental Laws, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed to you in writing:

(a) neither the Parent Corporation nor any Subsidiary has knowledge of any facts which would give rise to any claim, public or private, of violation of Environmental Laws or damage to the environment emanating from, occurring on or in any way related to real properties now or formerly owned, leased or operated by any of them or to other assets or their use, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect;

(b) neither the Parent Corporation nor any of its Subsidiaries has stored any Hazardous Materials on real properties now or formerly owned, leased or operated by any of them or has disposed of any Hazardous Materials in a manner contrary to any Environmental Laws in each case in any manner that could reasonably be expected to result in a Material Adverse Effect; and

(c) all buildings on all real properties now owned, leased or operated by the Parent Corporation or any of its Subsidiaries are in compliance with applicable Environmental Laws, except where failure to comply could not reasonably be expected to result in a Material Adverse Effect.

Section 5.2. The Company represents and warrants to you that on and as of the date of the Closing (unless otherwise expressly specified in writing in Schedule 5.2 pertaining to any such representation or warranty):

Section 5.2.1. Organization; Power and Authority. The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Other Agreements and the Notes and to perform the provisions hereof and thereof.

Section 5.2.2. Authorization, Etc. This Agreement, the Other Agreements and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof, each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 5.2.3. Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by the Company of this Agreement and the Notes will not
(i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, or any other agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary the contravention, breach default or violation of which or conflict with which would have a Material Adverse Effect.

Section 5.2.4. Governmental Authorizations, Etc. No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Company of this Agreement or the Notes, other than those which have been obtained, are in full force and effect and are specified in SCHEDULE 5.2.4.

SECTION 5.2.5. Litigation; Observance of Agreements, Statutes and Orders.
(a) There are no actions, suits or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company or any Subsidiary or any property of the Company or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(b) Neither the Company nor any Subsidiary is in default under any term of any agreement or instrument to which it is a party or by which it is bound, or any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or is in violation of any applicable law, ordinance, rule or regulation (including without limitation Environmental Laws) of any Governmental Authority, which default or violation, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Section 5.2.6. Taxes. The Company and its Subsidiaries have filed all tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments (a) the amount of which is not individually or in the aggregate Material or (b) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Company or a Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP. The Company knows of no basis for any other tax or assessment that could reasonably be expected to have a Material Adverse Effect. The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of federal, state or other taxes for all fiscal periods are adequate.

Section 5.2.7. Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in SECTION 5.1.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Section 5.2.8. Licenses, Permits, Etc. The Company and its Subsidiaries own or possess all licenses and permits that individually or in the aggregate are Material, without known conflict with the rights of others.

Section 5.2.9. Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the Notes or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than you, the Other Purchasers and not more than 114 other Institutional Investors, each of which has been offered the Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes to the registration requirements of Section 5 of the Securities Act.

Section 5.2.10. Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes as set forth in SCHEDULE 5.2.10. No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any

securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 0% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 0%0 of the value of such assets. As used in this SECTION, the terms "margin stock" and "purpose of buying or carrying" shall have the meanings assigned to them in said Regulation U.

Section 5.2.11. No Employee Plans. The Company does not sponsor or contribute to any Plan, Multiemployer Plan or Non-U.S. Pension Plan.

SECTION 6. REPRESENTATIONS OF THE PURCHASER.

Section 6.1. Purchase for Investment. You represent that you are purchasing the Notes for your own account or for one or more separate accounts maintained by you or for the account of one or more pension or trust funds and not with a view to the distribution thereof; provided that the disposition of your or their property shall at all times be within your or their control. You understand that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Notes. In addition, you represent that you are an "accredited investor" (as defined in Rule 501 under the Securities Act).

Section 6.2. Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a "Source ") to be used by you to pay the purchase price of the Notes to be purchased by you hereunder:

(a) the Source is an "insurance company general account" within the meaning of United States Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60 (issued July 12, 1995) and there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceed ten percent (10%) of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with the Source's State of domicile; or

(b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE 91-38 (issued July 12, 1991) and, (except as you have disclosed to the Parent Corporation and the Company in writing pursuant to this paragraph (b)), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or

(c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part l(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Parent Corporation and the Company in writing pursuant to this paragraph (c); or

(d) the Source is a governmental plan; or

(e) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Parent Corporation and the Company in writing pursuant to this paragraph (e); or

(f) the Source does not include assets of any employee benefit plan (other than a plan exempt from the coverage of ERISA) and does not include assets of any entity whose underlying assets include "plan assets" as determined under United States Department of Labor Regulation Section 2510.3-101.

If you or any subsequent transferee of the Notes is relying upon a representation set forth in the parenthetical in paragraph (b) above or in paragraphs (c) or (e) above, you or such transferee shall deliver to the Parent Corporation and the Company written notice of such reliance no later than 20 Business Days before the date of the Closing or the date of the applicable transfer. Such written notice shall contain (i) with respect to any plan identified pursuant to paragraph (b) or (e) above, the name of the plan or (ii) with respect to any QPAM pursuant to paragraph (c) above, the name of the QPAM. Upon receipt of such written notice the Parent Corporation and the Company shall deliver on the date of Closing or on the date of any applicable transfer, as the case may be, a certificate, which shall either state that (i) they are neither a party in interest nor a "disqualified person" (as defined in Section 4975(e)(2) of the Code), with respect to any plan identified pursuant to paragraphs (b) or
(e) above, or (ii) with respect to any plan, identified pursuant to paragraph
(c) above, neither they nor any "affiliate" (as defined in Section V(c) of the QPAM Exemption) has at such time, and during the immediately preceding one year, exercised the authority to appoint or terminate said QPAM as manager of any plan identified in writing pursuant to paragraph (c) above or to negotiate the terms of said QPAM's management agreement on behalf of any such identified plan; provided that if the Company cannot deliver the certificate required by this paragraph with respect to any disclosure made by you or a transferee pursuant to paragraphs (b), (c) or (e) above, the Parent Corporation and the Company shall notify you or the transferee no later than 10 Business Days

before the Closing or transfer, as the case may be, and the Source shall not be used by you or the transferee, as the case may be.

As used in this SECTION 6.2, the terms "employee benefit plan", "governmental plan", "party in interest" and "separate account" shall have the respective meanings assigned to such terms in Section 3 of ERISA.

SECTION 7. INFORMATION AS TO THE PARENT CORPORATION.

Section 7.1. Financial and Business Information. The Parent Corporation shall deliver to each holder of Notes that is an Institutional Investor:

(a) Quarterly Statements - within 60 days after the end of each quarterly fiscal period in each fiscal year of the Parent Corporation (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of:

(i) an unaudited consolidated balance sheet of the Parent Corporation (on a consolidated basis with respect to the Parent Corporation and its Subsidiaries) as at the end of such quarter, and

(ii) unaudited consolidated statements of earnings, retained earnings and cash flows of the Parent Corporation (on a consolidated basis with respect to the Parent Corporation and its Subsidiaries) for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter,

setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments; provided that the delivery within the time period specified above of copies of the Parent Corporation's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities Exchange Commission shall be deemed to satisfy the requirements of SECTION 7.1(a), so long as such Forms 10-Q contain quarterly statements reflecting the financial information described in the foregoing clauses (a)(i) and (ii) for the fiscal quarter to which any such Form 10-Q relates.;

(b) Annual Statements - within 120 days after the end of each fiscal year of the Parent Corporation, duplicate copies of,

(i) a consolidated balance sheet of the Parent Corporation (on a consolidated basis with respect to the Parent Corporation and its Subsidiaries), as at the end of such year, and

(ii) consolidated statements of earnings, retained earnings and cash flows of the Parent Corporation (on a consolidated basis with respect to the Parent Corporation and its Subsidiaries), for such year,

setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied

(A) by a report thereon of a major Canadian or United States firm of independent chartered accountants selected by the Parent Corporation to the effect that such financial statements present fairly, in all material respects, the consolidated financial position of the Parent Corporation and its Subsidiaries and their consolidated results of operations and cash flows-and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted Canadian auditing standards and included such tests of the accounting records and such other auditing procedures as said accountants deemed necessary in the circumstances; and

(B) a certificate of such accountants in the form of EXHIBIT 7.1(b)

attached hereto;

provided that the delivery within the time period specified above of the Parent Corporation's annual report on Form 10-K for such fiscal year (together with the Parent Corporation's Annual Report to Shareholders, if any, prepared pursuant to Rule 14A-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this
SECTION 7.1(b), so long as such annual reports contain the financial information described in the foregoing clauses (b)(i) and (ii) for the fiscal year to which they relate and are accompanied by the report and certificate referred to in SECTIONS 7.1(b)(ii)(A) and (B), respectively;

(c) Ontario Securities Commission and Other Reports - promptly upon their becoming available (to the extent not previously provided to each holder of the Notes), one copy of (i) each financial statement, report, notice or proxy statement sent by the Parent Corporation or any Subsidiary to securities holders generally, and (ii) each regular or material periodic report, each registration statement (without exhibits except as expressly requested by such holder), and each prospectus and all amendments thereto filed by the Parent Corporation or any Subsidiary with any securities exchange, including, without limitation, the Ontario Securities Commission or the United States Securities and Exchange Commission or any successor agency to any of the foregoing or any other Canadian or United States federal or state or provincial securities regulatory authority or with any Canadian or United States stock exchange, and (iii) all press releases and other statements made available generally by the Parent Corporation or any Subsidiary to the public concerning developments which would reasonably be expected to have a Material Adverse Effect;

(d) Notice of Default or Event of Default - promptly, and in any event within five days after a Responsible Officer becoming aware of the existence of any Default or Event of Default or that any Person has given any notice or taken any action with respect to a claimed default hereunder or that any Person has given any notice or taken any action with respect to a claimed default of the type referred to in SECTION 12(f), a written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto;

(e) ERISA Matters - promptly, and in any event within ten days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Parent Corporation or an ERISA Affiliate proposes to take with respect thereto:

(i) with respect to any Plan, any reportable event, as defined in
Section 4043(b) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or

(ii) written notice by the PBGC instituting proceedings under
Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Parent Corporation or any ERISA Affiliate of a written notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or

(iii) any event, transaction or condition that could reasonably be expected to result in the incurrence of any liability by the Parent Corporation or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Parent Corporation or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;

(f) Notices from Governmental Authority - promptly, and in any event within 30 days of receipt thereof, copies of any notice to the Parent Corporation or any Subsidiary from any U.S. federal or state, or Canadian federal or provincial, Governmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably be expected to have a Material Adverse Effect; and

(g) Requested Information - with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Parent Corporation or any of its Subsidiaries or relating to the ability of the Parent Corporation or the Company to perform its obligations hereunder and/or under the Notes, as the case may be, as from time to time may be reasonably requested by any such holder of Notes, including without limitation, such information as is required by

SEC Rule 144A under the Securities Act to be delivered to any prospective transferee of the Notes.

Section 7.2. Officer's Certificate. Each set of financial statements delivered to a holder of Notes pursuant to SECTION 7.1(a) or SECTION 7.1(b) hereof shall be accompanied by a certificate of a Senior Financial Officer setting forth:

(a) Covenant Compliance - the information (including detailed calculations) required in order to establish whether the Parent Corporation was in compliance with the requirements of SECTIONS 10.1 through 10.6, inclusive, during the quarterly or annual period covered by the statements then being furnished (including with respect to each such SECTION, where applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Sections, and the calculation of the amount, ratio or percentage then in existence); and

(b) Event of Default - a statement that such officer has reviewed the relevant terms hereof and has made, or caused to be made, under his or her supervision, a review of the transactions and conditions of the Parent Corporation and its Subsidiaries from the beginning of the quarterly or annual period covered by the statements then being furnished to the date of the certificate and that such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default or, if any such condition or event existed or exists (including, without limitation, any such event or condition resulting from the failure of the Parent Corporation or any Subsidiary to comply with any Environmental Law), specifying the nature and period of existence thereof and what action the Parent Corporation shall have taken or proposes to take with respect thereto.

Section 7.3. Inspection. The Parent Corporation shall permit the representatives of each holder of Notes that is an Institutional Investor:

(a) No Default - if no Default or Event of Default then exists, at the expense of such holder and upon reasonable prior notice to the Parent Corporation, to visit the principal executive office of the Parent Corporation, to discuss the affairs, finances and accounts of the Parent Corporation and its Subsidiaries with the Parent Corporation's officers, and (with the consent of the Parent Corporation, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Parent Corporation, which consent will not be unreasonably withheld) to visit the other offices and properties of the Parent Corporation and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and

(b) Default - if a Default or Event of Default then exists, at the expense of the Parent Corporation, to visit and inspect any of the offices or properties of the Parent Corporation or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Parent Corporation authorizes said

accountants to discuss the affairs, finances and accounts of the Parent Corporation and its Subsidiaries), all at such times and as often as may be requested.

SECTION 8. PREPAYMENT OF THE NOTES.

Section 8.1. Required Prepayments. No regularly scheduled prepayment of the principal of either series of the Notes is required prior to the date of its maturity.

Section 8.2. Optional Prepayments. Upon notice as provided below, the Company shall have the privilege at any time and from time to time of prepaying all or any part of the Notes, but if in part, then such prepayment shall be applied against the Series A Notes and the Series B Notes in proportion to the aggregate amount outstanding of each series and in an amount not less than 10% of the aggregate principal amount of the Notes then outstanding, at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of Notes written notice of each optional prepayment under this SECTION 8.2 not less than 30 days and not more than 60 days prior to the date fixed for such prepayment (which must be a Business Day). Each such notice shall specify such date, the aggregate principal amount of the Notes of each series to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with SECTION 8.5), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall also be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to any prepayment pursuant to this SECTION 8.2, the Company shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Section 8.3. Redemption for Reasons of Taxation. If in the good faith opinion of the Board of Directors of the Parent Corporation (which determination shall be accompanied by a written opinion of an independent tax counsel of recognized standing to the same such effect), the Parent Corporation would be obligated pursuant to SECTION 15.3 to pay a Tax Indemnity Amount greater than 10% of any interest payment in respect of the Notes as a result of a change of tax law after the date of this Agreement, or if, in the good faith of opinion of the Board of Directors of the Parent Corporation (which determination shall be accompanied by a written opinion of independent tax counsel of recognized standing to the same such effect), the Company or the Parent Corporation, as the case may be, will be obligated to withhold taxes in an amount greater than (i) in the case of Company, 5% and (ii) in the case of the Parent Corporation, 10% of any interest payment in respect of the Notes, as a result of a change of tax law after the date of this Agreement, then and in any such event, but only in any such event, on the occasion of any payment pursuant to SECTION 15.3, if any, in respect of the Parent Guaranty (whether such payment is made directly by the Parent Corporation or for the benefit of the Parent Corporation), or in the case of the Company, on the occasion of any such interest payment, the Company may, by giving written notice to each holder of the Notes not less than 30 days nor more than 60 days before the date fixed for a prepayment, prepay pursuant to this SECTION 8.3

(and not pursuant to SECTION 8.2) all (but not less than all) of the outstanding Notes of the applicable series with respect to which any such amounts will be payable by payment of the principal amount of such Notes and accrued interest thereon to the date of such prepayment, together with any amount then due and owing pursuant to SECTION 15.3, if any, in respect of the Parent Guaranty, but without a premium. At any time on or after the date on which any holder of the Notes receives notice pursuant to this SECTION 8.3 that the Company intends to prepay the Notes held by such holder pursuant to this SECTION 8.3, but not less than two Business Days prior to the date scheduled for such prepayment, such holder may, by notice delivered to the Parent Corporation and the Company in the manner provided in SECTION 19, irrevocably waive any and all right to any payment of any additional amounts the Parent Corporation would become obligated to pay under SECTION 15.3 in respect of the Parent Guaranty as a result of any deduction or withholding which would be required with respect to any Relevant Tax (as defined in Section 15.3), such waiver to be effective as of the date of delivery by the Company of such notice of prepayment and to survive termination of this Agreement and payment in full of the Notes, provided that no such waiver shall be deemed to constitute a waiver of any right to receive a payment in full under SECTION 15.3 in respect of any other event or condition that shall have given rise to the Company's prepayment right under this SECTION 8.3, including, without limitation, any increase in the amount of any payment that a holder of any Note would be entitled to receive under SECTION 15.3 notwithstanding any waiver previously delivered pursuant to this SECTION 8.3. Effective upon receipt of notice of such waiver, the Company shall then cease to have any right of prepayment with respect to such Notes under this SECTION 8.3 in respect of the Relevant Tax to which the notice relates. True, correct and complete copies of any determination by the Board of Directors of the Parent Corporation as to the existence of any such obligation to pay a Relevant Tax as hereinabove contemplated and the opinion of independent tax counsel of recognized standing to the same such effect shall be furnished to each holder of the Notes concurrently with the payment pursuant to SECTION 15.3 in respect of the Parent Guaranty or with the delivery of the written notice by the Company to each holder of the Notes in connection with a prepayment pursuant to this SECTION 8.3, as the case maybe.

Section 8.4. Change in Control.

(a) Notice of Change in Control or Control Event. The Parent Corporation will, within five Business Days after any Responsible Officer has knowledge of the occurrence of any Change in Control or Control Event, give written notice of such Change in Control or Control Event to each holder of Notes unless notice in respect of such Change in Control (or the Change in Control contemplated by such Control Event) shall have been given pursuant to subparagraph (b) of this
SECTION 8.4. If a Change in Control has occurred, such notice shall contain and constitute an offer to prepay all, but not less than all, of the Notes as described in subparagraph (c) of this SECTION 8.4 and shall be accompanied by the certificate described in subparagraph (g) of this SECTION 8.4.

(b) Condition to Parent Corporation Action. The Parent Corporation will not take any action that consummates or finalizes a Change in Control unless (i) at least seven days prior ,to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this SECTION 8.4, accompanied by the certificate described in subparagraph (g) of this SECTION 8.4, and

(ii) contemporaneously with the consummation of such Change in Control, it prepays all Notes required to be prepaid in accordance with this SECTION 8.4.

(c) Offer to Prepay Notes. The offer to prepay the Notes contemplated by subparagraphs (a) and (b) of this SECTION 8.4 shall be an offer to prepay, in accordance with and subject to this SECTION 8.4, all, but not less than all, the Notes held by each holder (in this case only, "holder" in respect of any Note registered in the name of a nominee for a beneficial owner shall mean such beneficial owner) on a date specified in such offer (the "Proposed Prepayment Date"). If such Proposed Prepayment Date is in connection with an offer contemplated by subparagraph (a) of this Section 8.4, such date shall be not less than 30 days and not more than 120 days after the date of such offer (if the Proposed Prepayment Date shall not be specified in such offer, the Proposed Prepayment Date shall be the first Business Day after the 45th day after the date of such offer).

(d) Acceptance. A holder of the Notes may accept the offer to prepay made pursuant to this SECTION 8.4 by causing a notice of such acceptance to be delivered to the Company not later than 15 days after receipt by such holder of the most recent offer of prepayment. A failure by a holder of the Notes to respond to an offer to prepay made pursuant to this SECTION 8.4 shall be deemed to constitute an acceptance of such offer by such holder.

(e) Prepayment. Prepayment of the Notes to be prepaid pursuant to this
SECTION 8.4 shall be at 100% of the principal amount of such Notes, together with interest on such Notes accrued to the date of prepayment, plus the Make-Whole Amount, if any, determined for the prepayment date with respect to such principal amount. Two Business Days preceding the date of prepayment, the Company shall deliver to each holder of Notes being prepaid a statement showing the Make-Whole Amount, if any, due in connection with such prepayment and setting forth the details of the computation of such amount. The prepayment shall be made on the Proposed Prepayment Date except as provided in subparagraph
(f) of this SECTION 8.4.

(f) Deferral Pending Change in Control. The obligation of the Company to prepay the Notes pursuant to the offers required by subparagraph (c) and accepted in accordance with subparagraph (d) of this SECTION 8.4 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control has not occurred on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until, and shall be made on, the date on which such Change in Control occurs. The Company shall keep each holder of the Notes reasonably and timely informed of (i) any such deferral of the date of prepayment, (ii) the date on which such Change in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.4 in respect of such Change in Control shall be deemed rescinded).

(g) Officer's Certificate. Each offer to prepay the Notes pursuant to this
SECTION 8.4 shall be accompanied by a certificate, executed by a Senior Financial Officer of the Company and dated the date of such offer, specifying:
(i) the Proposed Prepayment Date; (ii) that such offer is made pursuant to this
SECTION 8.4; (iii) the principal amount of each Note offered to be

prepaid; (iv) the interest that would be due on each Note offered to be prepaid, accrued to the Proposed Prepayment Date; (v) that the Company has complied with its obligations under this SECTION 8.4 required to have then been complied with at such time; and (vi) in reasonable detail, the nature and date or proposed date of the Change in Control.

(h) Effect on Required Payments. The amount of each payment of the principal of the Notes made pursuant to this SECTION 8.4 shall be applied against and reduce each of the then remaining principal payments due pursuant to
SECTION 8.1 by a percentage equal to the aggregate principal amount of the Notes so paid divided by the aggregate principal amount of the Notes outstanding immediately prior to such payment.

(i) Certain Definitions. "Change in Control" shall be deemed to have occurred if any person (as such term is used in Section 13(d) and Section 14(d)(2) of the Exchange Act as in effect on the date of the Closing) or related persons constituting a group (as such term is used in Rule 13d-5 under the Exchange Act), in each such case, other than the Control Group,

(i) become the "beneficial owners" (as such term is used in Rule 13d-3 under the Exchange Act as in effect on the date of the Closing), directly or indirectly, of more than 50% of the total voting power of all classes then outstanding of the Parent Corporation's Voting Stock, or

(ii) acquire after the date of the Closing (x) the power to elect, appoint or cause the election or appointment of at least a majority of the members of the board of directors of the Parent Corporation, through beneficial ownership of the capital stock of the Parent Corporation or otherwise, or (y) all or substantially all of the properties and assets of the Parent Corporation, or

(iii) become the "beneficial owners" (as such term is used in Rule 13d-3 under the Exchange Act as in effect on the date of the Closing), directly or indirectly, of more than 20% of the voting power of any class then outstanding of the Company's Voting Stock.

"Control Event" means:

(i) the execution by the Parent Corporation or any of its Subsidiaries or Affiliates of any agreement or letter of intent with respect to any proposed transaction or event or series of transactions or events which, individually or in the aggregate, may reasonably be expected to result in a Change in Control,

(ii) the execution of any written agreement which, when fully performed by the parties thereto, would result in a Change in Control, or

(iii) the making of any written offer by any person (as such term is used in Section 13(d) and Section 14(d)(2) of the Exchange Act as in effect on the date of the Closing) or related persons constituting a group (as such term is used in Rule 13d-5 under the Exchange Act as in effect on the date of the Closing) to the holders of the common

stock of the Parent Corporation, which offer, if accepted by the requisite number of holders, would result in a Change in Control.

(j) All calculations contemplated in this SECTION 8.4 involving the capital stock of any Person shall be made with the assumption that all convertible Securities of such Person then outstanding and all convertible Securities issuable upon the exercise of any warrants, options and other rights outstanding at such time were converted at such time and that all options, warrants and similar rights to acquire shares of capital stock of such Person were exercised at such time.

(k) The Parent Corporation will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to this SECTION 8.4. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Agreement, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the provisions of this Agreement by virtue thereof.

Section 8.5. Allocation of Partial Prepayments. In the case of each partial prepayment of the Notes pursuant to SECTION 8.2, the principal amount of the Notes to be prepaid shall be (a) allocated among each series of Notes in proportion to the aggregate unpaid principal amount of each such series of Notes, and (b) allocated pro rata among all of the holders of each series of Notes at the time outstanding in accordance with the unpaid principal amounts thereof not theretofore called for prepayment. All prepayments pursuant to
SECTION 8.3 or 8.4 shall be applied as therein provided.

Section 8.6. Maturity; Surrender, Etc. In the case of each prepayment of the Notes pursuant to this SECTION 8, the principal amount of each Note to be prepaid shall mature and become due and payable on the date fixed for such prepayment, together with interest on such principal amount accrued to such date and the applicable Make-Whole Amount, if any. From and after such date, unless the Company shall fail to pay such principal amount when so due and payable, together with the interest and Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to the Company and cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.

Section 8.7. Purchase of Notes. The Company will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Section 8.8. Make-Whole Amount. The term "Make-Whole Amount" means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal; provided that the Make-Whole Amount may in no event be less

than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:

"Called Principal" means, with respect to any Note, the principal of such Note that is to be prepaid pursuant to SECTION 8.2 or SECTION 8.4 or has become or is declared to be immediately due and payable pursuant to
SECTION 13.1, as the context requires.

"Discounted Value" means, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal.

"Reinvestment Yield" means, with respect to the Called Principal of any Note, .50% over the yield to maturity implied by (a) the yields reported, as of 10:00 A.M. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as "Page 500" of the Bridge/Telerate (Bid Side) Screen (or, if not available, any other national recognized trading screen reporting on-line intraday trading in the U.S. Treasury securities) for actively traded U.S. Treasury securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or (b) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable (including by way of interpolation), the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for actively traded U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. Such implied yield will be determined, if necessary, by (i) converting U.S. Treasury bill quotations to bond-equivalent yields in accordance with accepted financial practice and (ii) interpolating linearly between (1) the actively traded on-the-run U.S. Treasury security with the maturity closest to and greater than the Remaining Average Life and (2) the actively traded on-the-run U.S. Treasury security with the maturity closest to and less than the Remaining Average Life.

"Remaining Average Life" means, with respect to any Called Principal, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (a) such Called Principal into (b) the sum of the products obtained by multiplying (i) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (ii) the number of years (calculated to the nearest one-twelfth year) that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.

"Remaining Scheduled Payments" means, with respect to the Called Principal of any Note, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such

Called Principal were made prior to its scheduled due date; provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the Notes, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to SECTION 8.2, 8.4 or 13.1.

"Settlement Date" means, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid pursuant to
SECTION 8.2 or SECTION 8.4 or has become or is declared to be immediately due and payable pursuant to SECTION 13.1, as the context requires.

SECTION 9. AFFIRMATIVE COVENANTS.

Section 9.1. The Parent Corporation covenants that so long as any of the Notes are outstanding:

Section 9.1.1. Compliance with Law. (a) The Parent Corporation will, and will cause each of its Subsidiaries to, comply with all laws, ordinances or governmental rules or regulations to which each of them is subject, including, without limitation, ERISA and applicable laws in respect of Non-U.S. Pension Plans and all Environmental Laws, and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary to ensure that non-compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) Without limiting clause (a) of this SECTION 9.1.1, the Parent Corporation will not, and will not permit any of its Subsidiaries, to take any action that would cause any supplemental pension plan, any employee pension arrangement or any employee benefit plan maintained by it to be terminated in a manner which could reasonably be anticipated to result in the imposition of a Lien on any property of the Parent Corporation or any Subsidiary pursuant to any Canadian federal or provincial law that would have a Material Adverse Effect, nor will the Parent Corporation or any of its Subsidiaries withdraw from any multiemployer plan if such withdrawal would subject the Company or any of its Subsidiaries to a liability that would have a Material Adverse Effect.

Section 9.1.2. Insurance. The Parent Corporation will, and will cause each of its Subsidiaries to, maintain, with financially sound and reputable insurers, insurance with respect to their respective properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) as is customary in the case of entities of established reputations engaged in the same or a similar business and similarly situated.

Section 9.1.3. Maintenance of Properties. The Parent Corporation will, and will cause each of its Subsidiaries to, maintain and keep, or cause to be maintained and kept, their respective properties in good repair, working order and condition (other than ordinary wear and tear), so that the business carried on in connection therewith may be properly conducted at all times; provided that this SECTION 9.1.3 shall not prevent the Parent Corporation or any Subsidiary from discontinuing the operation and the maintenance of any of its properties if such discontinuance is desirable in the conduct of its business and the Parent Corporation has concluded that such discontinuance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 9.1.4. Payment of Taxes and Claims. The Parent Corporation will, and will cause each of its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Parent Corporation or any Subsidiary; provided that neither the Parent Corporation nor any Subsidiary need pay any such tax or assessment or claims if
(a) the amount, applicability or validity thereof is contested by the Parent Corporation or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Parent Corporation or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Parent Corporation or such Subsidiary or (b) the nonpayment of all such taxes and assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Section 9.1.5. Corporate Existence, Etc. Subject to SECTION 10.6, the Parent Corporation will at all times preserve and keep in full force and effect its corporate existence and will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Parent Corporation or a Wholly-owned Subsidiary) and all rights and franchises of the Parent Corporation and its Subsidiaries unless, in the good faith judgment of the Parent Corporation, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise could not, individually or in the aggregate, have a Material Adverse Effect.

Section 9.1.6. Nature of Business. Neither the Parent Corporation nor any Subsidiary will engage in any business if, as a result, the general nature of the business, taken on a consolidated basis, which would then be engaged in by the Parent Corporation and its Subsidiaries would be substantially changed from the general nature of the business engaged in by the Parent Corporation and its Subsidiaries as described in the Memorandum.

Section 9.1.7. Guaranty by Constituent Company Guarantors. If at any time after the date of the Closing any Material Subsidiary of the Parent Corporation becomes directly or indirectly liable for the payment of (x) any Qualified Parity Priority Indebtedness (other than the Notes) or (y) any Designated Priority Indebtedness, if such Subsidiary is also then liable in respect of any Qualified Parity Priority Indebtedness, the Parent Corporation shall cause such

Subsidiary within three Business Days after the date of creation or incurrence of such liability, to execute and deliver to the holders of the Notes a Constituent Company Guaranty substantially in the form of the Corresponding Subsidiary Obligation on account of which such Constituent Company Guaranty is being delivered pursuant to this SECTION 9.1.7 if the liability of such Subsidiary is or constitutes a Contingent Liability and otherwise in a form containing substantially the terms and provisions set forth in SECTION 11, but pertaining to such Subsidiary, and the Parent Corporation shall, in any event, deliver, or cause to be delivered, to the holders of the Notes the following items:

(a) all such amendments to this Agreement and any Constituent Company Guaranty as may reasonably be deemed necessary by the Required Holders in order to reflect the existence of such Constituent Company Guaranty for the benefit of the holders of the Notes, together with the Intercreditor Agreement, if required by the terms of SECTION 9.1.7(e);

(b) a certificate signed by an authorized officer of such Subsidiary making representations to the effect of those contained in SECTIONS 5.2.1 through 5.2.4, but with respect to such Subsidiary and such Constituent Company Guaranty;

(c) customary documents and evidence with respect to such Subsidiary in order to establish the existence and good standing of such Subsidiary and, in the case of any Constituent Company Guaranty of Designated Priority Indebtedness, the legal, valid and binding nature of such Constituent Company Guaranty insofar as such Subsidiary is concerned;

(d) an opinion of counsel to the effect that such Constituent Company Guaranty has been duly authorized, executed and delivered; and

(e) the Intercreditor Agreement.

Section 9.1.8. Obligations to Rank Pari Passu. The payment obligations of the Parent Corporation under SECTION 11 are and at all times shall remain direct and unsecured obligations of the Parent Corporation ranking pari passu in right of payment with all other present and future unsecured Indebtedness of the Parent Corporation which is not expressed to be subordinate or junior in rank to any other unsecured Indebtedness of the Parent Corporation.

Section 9.2. The Company covenants that so long as any of the Notes are outstanding:

Section 9.2.1. Compliance with Law. The Company will, and will cause each of its Subsidiaries to, comply with all laws, ordinances or governmental rules or regulations to which each of them is subject, including, without limitation, ERISA and all Environmental Laws, and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary to ensure that noncompliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental

authorizations could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 9.2.2. Insurance. The Company will, and will cause each of its Subsidiaries to, maintain, with financially sound and reputable insurers, insurance with respect to their respective properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) as is customary in the case of entities of established reputations engaged in the same or a similar business and similarly situated.

Section 9.2.3. Maintenance of Properties. The Company will, and will cause each of its Subsidiaries to, maintain and keep, or cause to be maintained and kept, their respective properties in good repair, working order and condition (other than ordinary wear and tear), so that the business carried on in connection therewith may be properly conducted at all times; provided that this
SECTION 9.2.3 shall not prevent the Company or any Subsidiary from discontinuing the operation and the maintenance of any of its properties if such discontinuance is desirable in the conduct of its business and the Company has concluded that such discontinuance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 9.2.4. Payment of Taxes and Claims. The Company will, and will cause each of its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Company or any Subsidiary; provided that neither the Company nor any Subsidiary need pay any such tax or assessment or claims if (a) the amount, applicability or validity thereof is contested by the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Subsidiary or (b) the nonpayment of all such taxes and assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Section 9.2.5. Corporate Existence, Etc. The Company will at all times preserve and keep in full force and effect its corporate existence. Subject to
SECTION 10.6, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise could not, individually or in the aggregate, have a Material Adverse Effect.

Section 9.2.6. Nature of Business. Neither the Company nor any Subsidiary will engage in any business if, as a result, the general nature of the business, taken on a consolidated basis, which would then be engaged in by the Company and its Subsidiaries would be substantially

changed from the general nature of the business engaged in by the Company and its Subsidiaries as described in the Memorandum.

Section 9.2.7. Transactions with Affiliates. The Company will not, and will not permit any of its Subsidiaries to enter into or be a party to any transaction or arrangement with any Affiliate (including, without limitation, the purchase from, sale to or exchange of property with, or the rendering of any service by or for, any Affiliate), except pursuant to the reasonable requirements of the Company's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm's-length transaction with a Person other than an Affiliate.

Section 9.2.8. Notes to Rank Pari Passu. The Notes of the Company are and at all times shall remain direct and unsecured obligations of the Company ranking pari passu as against the assets of the Company with all other Notes from time to time issued and outstanding hereunder without any preference among themselves and pari passu with all other present and future unsecured Indebtedness (actual or contingent) of the Company which is not expressed to be subordinate or junior in rank to any other unsecured Indebtedness of the Company.

SECTI0N 10. NEGATIVE COVENANTS.

The Parent Corporation covenants that so long as any of the Notes are outstanding:

Section 10.1. Consolidated Net Worth. The Parent Corporation will at all times keep and maintain Consolidated Net Worth at an amount not less than the sum of (a) U.S. $425,000,000, plus (b) 25% of Consolidated Net Income computed on a cumulative basis for each of the elapsed fiscal years ending after December 31, 1998; provided that notwithstanding that Consolidated Net Income for any such elapsed fiscal year may be a deficit figure, no reduction as a result thereof shall be made in the sum to be maintained pursuant hereto.

                 Date                                           Ratio
                 ----                                           -----

Closing through December 31, 1999                            2.0 to 1.0
January 1, 2000 through December 31, 2000                    2.5 to 1.0
January 1, 2001 and thereafter                               3.0 to 1.0

Section 10.3. Limitations on Debt. (a) The Parent Corporation will not, and will not permit any Subsidiary to, create, issue, assume, guarantee or otherwise incur or in any manner become liable in respect of any Debt except:

(i) Debt evidenced by the Notes;

(ii) Debt of the Parent Corporation and its Subsidiaries (including, without limitation, Priority Indebtedness) outstanding as of the date of this Agreement and described on SCHEDULE 5.1.15 hereto;

(iii) additional Debt of the Parent Corporation and its Subsidiaries; provided that at the time of creation, issuance, assumption, guarantee or incurrence thereof and after giving effect thereto and to the application of the proceeds thereof:

(1) no Default or Event of Default would exist,

(2) Consolidated Debt shall not exceed 60% of Consolidated Total Capitalization, and

(3) in the case of the issuance of any Priority Indebtedness, the aggregate amount of Consolidated Priority Indebtedness (including the Priority Indebtedness then to be created or incurred) shall not exceed 25% of Consolidated Net Worth;

(iv) Debt of a Subsidiary owing to the Parent Corporation or to a Wholly-owned Subsidiary.

(b) Debt issued or incurred within the limitations of SECTION 10.3(a)(ii) or (iii) (other than Debt from time to time issued or incurred pursuant to the Bank Credit Agreement) may be renewed, extended, refunded or replaced (without increase in the principal amount remaining unpaid at the time of such renewal, extension, refunding or replacement, except as otherwise expressly contemplated by the definition of "Designated Priority Indebtedness"), provided that at the time of such renewal, extension, refunding or replacement, and after giving effect thereto, no Default or Event of Default would exist. Any renewal, extension, refunding or replacement of the Bank Credit Agreement may be consummated, whether or not a Default or Event of Default exists at the time of such renewal, extension, refunding or replacement. The aggregate amount of Debt which may be created or incurred under such Bank Credit Agreement or any renewal, extension, refunding or replacement thereof may not exceed U.S. $545,000,000, and each draw or borrowing of Debt pursuant to the Bank Credit Agreement must be incurred within the limitations of SECTION 10.3(a)(iii)(2).

(c) Any Person which becomes a Subsidiary after the date hereof shall for all purposes of this SECTION 10.3 be deemed to have created, assumed or incurred at the time it becomes a Subsidiary all Indebtedness of such Person existing immediately after it becomes a Subsidiary.

(d) The Parent Corporation will not, and will not permit any Subsidiary to, create, issue, assume, guarantee or otherwise incur or in any manner become liable in respect of:

(i) any Indebtedness of the Parent Corporation and/or its Subsidiaries of the type referred to on clause (f) of the definition of "Indebtedness" ("Purchase Money Indebtedness"), or

(ii) any Contingent Liability of the Parent Corporation and/or its Subsidiaries in respect of Indebtedness of a Person (other than a Subsidiary of the Parent Corporation) that is of a type described in clause
(a), (b), (c) or (f) of the definition of "Indebtedness" ("Third Parry Guaranties"),

if at the time of creation, issuance, assumption, guarantee or incurrence of any such Purchase Money Indebtedness or Third Party Guaranty and after giving effect thereto, the aggregate principal amount of all Purchase Money Indebtedness and Indebtedness entitled to the benefit of Third Party Guaranties (determined on a consolidated basis without duplication) would exceed 2.5% of Consolidated Net Worth.

Section 10.4. Limitation on Liens. The Parent Corporation will not, and will not permit any Subsidiary to, create or incur, or suffer to be incurred or to exist, any Lien on its or their property or assets, whether now owned or hereafter acquired, or upon any income or profits therefrom, or transfer any property for the purpose of subjecting the same to the payment of obligations in priority to the payment of its or their general creditors, or acquire or agree to acquire, or permit any Subsidiary to acquire, any property or assets upon conditional sales agreements or other title retention devices, except:

(a) Liens for property taxes and assessments or governmental charges or levies and Liens securing claims or demands of mechanics and materialmen; provided that payment thereof is not at the time required by SECTION 9.1.4 or 9.2.4;

(b) Liens of or resulting from any judgment or award, the time for the appeal or petition for rehearing of which shall not have expired, or in respect of which the Parent Corporation or a Subsidiary shall at any time in good faith be prosecuting an appeal or proceeding for a review and in respect of which a stay of execution pending such appeal or proceeding for review shall have been secured or the payment of which is covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies which have acknowledged such liability in writing; provided that in any such case, the Parent Corporation or such Subsidiary has established adequate reserves in respect thereof in accordance with GAAP on the books of the Parent Corporation or such Subsidiary, as the case may be;

(c) Liens incidental to the conduct of business or the ownership of properties and assets (including bank set-off rights, statutory banker's liens and Liens in connection with worker's compensation, unemployment insurance and other like laws, warehousemen's and attorneys' liens and statutory landlords' liens) and Liens to secure the lessor's interest in leases, the performance of bids, tenders or trade contracts, or to secure statutory obligations, surety or appeal bonds or other Liens of like general nature, in any such case incurred in the ordinary course of business and not in connection with the borrowing of money; provided in each case, the obligation secured is not overdue or,

if overdue, is being contested in good faith by appropriate actions or proceedings and if required to do so in accordance with GAAP, the Parent Corporation or a Subsidiary, as applicable, has established adequate reserves in respect thereof on the books of the Parent Corporation or such Subsidiary;

(d) survey exceptions or minor encumbrances, easements or reservations, or rights of others for rights-of-way, utilities and other similar purposes, or zoning or other restrictions as to the use of real properties or leases or subleases granted to others in the ordinary course of business, which are necessary for the conduct of the activities of the Parent Corporation and its Subsidiaries or which customarily exist on properties of corporations engaged in similar activities and similarly situated and which do not in any event materially impair their use in the operation of the business of the Parent Corporation and its Subsidiaries;

(e) Liens securing Indebtedness of a Subsidiary to the Parent Corporation or to another Wholly-owned Subsidiary;

(f) Liens existing as of the date of Closing and described on SCHEDULE 5.1.15;

(g) Liens created or incurred after the date of the Closing given to secure the payment of all or any portion of the purchase price incurred in connection with the acquisition or purchase or the cost of construction of property or of assets useful and intended to be used in carrying on the business of the Parent Corporation or a Subsidiary, including Liens existing on such property or assets at the time of acquisition thereof or at the time of completion of construction, as the case may be, whether or not such existing Liens were given to secure the payment of the acquisition or purchase price or cost of construction, as the case may be, of the property or assets to which they attach; provided that (1) the Lien shall attach solely to the property or assets acquired, purchased or constructed,
(2) such Lien shall have been created or incurred within 12 months of the date of acquisition or purchase or completion of construction, as the case may be, (3) at the time of acquisition or purchase or of completion of construction of such property or assets, the aggregate amount remaining unpaid on all Indebtedness secured by Liens on such property or assets, whether or not assumed by the Parent Corporation or a Subsidiary, shall not exceed an amount equal to 100% of the lesser of the total purchase price or fair market value at the time of acquisition or purchase (as determined in good faith by the Parent Corporation) or the cost of construction on the date of completion thereof, (4) any Indebtedness secured by such Lien shall have been created or incurred within the limitations provided in SECTIONS 103(a)(iii)(2) and 10.3(d), and (5) at the time of creation, issuance, assumption, guarantee or incurrence of the Indebtedness secured by such Lien and after giving effect thereto and to the application of the proceeds thereof, no Default or Event of Default would exist;

(h) any such Lien existing on property or assets of a corporation at the time such corporation is consolidated with or merged into the Parent Corporation or a Subsidiary or its becoming a Subsidiary, or any Lien existing on any property or assets acquired by the Parent Corporation or any Subsidiary at the time such property or assets

are so acquired (whether or not the Indebtedness secured thereby shall have been assumed), provided that (1) each such Lien shall extend solely to the property or assets so acquired, (2) any Indebtedness secured by such Lien shall have been created or incurred within the limitations of SECTION 10.3(a)(iii)(2) and 10.3(d), and (3) at the time of creation, issuance, assumption, guarantee or incurrence of the Indebtedness secured by such Lien and after giving effect thereto and to the application of the proceeds thereof, no Default or Event of Default would exist;

(i) Liens created or incurred after the date of the Closing given to secure Indebtedness of the Parent Corporation or any Subsidiary in addition to the Liens permitted by the preceding clauses (a) through (h) hereof; provided that (1) all Indebtedness secured by such Liens shall have been incurred within the limitations provided in SECTIONS 10.3(a)(iii)(2) and
(3) and (2) at the time of creation or incurrence of such Indebtedness and after giving effect thereto and to the application of the proceeds thereof, no Default or Event of Default would exist;

(j) Liens arising in connection with sales, securitizations or other dispositions of accounts receivable or inventory in an aggregate not to exceed U.S. $60,000,000 (computed based on (1) the notional or face amount of such accounts receivable or (2) the invoice price of any inventory sold, as the case may be), provided that each such Lien shall extend solely to the property or assets which are the subject of such sale, securitization or other disposition; and

(k) any extension, renewal or refunding of any Lien permitted by the preceding clause (f) of this SECTION 10.4 in respect of the same property theretofore subject to such Lien in connection with the extension, renewal or refunding of the Indebtedness secured thereby; provided that (1) such extension, renewal or refunding of the Indebtedness secured thereby shall be without increase in the principal amount remaining unpaid as of the date of such extension, renewal or refunding, (2) such Lien shall attach solely to the same such property or assets originally subject thereto and any improvements thereon, and (3) at the time of such extension, renewal or refunding and after giving effect thereto, no Default or Event of Default would exist.

Section 10.5. Limitation on Sale and Leasebacks. The Parent Guarantor will not, and will not permit any Subsidiary to, enter into any arrangement, directly or indirectly, whereby the Parent Corporation or such Subsidiary shall in one or more related transactions sell, transfer or otherwise dispose of any property owned by the Parent Corporation or such Subsidiary more than 180 days after the later of the date of initial acquisition of such property or completion or occupancy thereof, as the case may be, by the Parent Corporation or such Subsidiary, and then rent or lease, as lessee, such property or any part thereof (a "Sale and Leaseback Transaction"); provided that the foregoing restriction shall not apply to any Sale and Leaseback Transaction if immediately after the consummation of such Sale and Leaseback Transaction and after giving effect thereto, any of the following conditions is satisfied:

(a) the lease relating to such Sale and Leaseback Transaction is not a Long-Term Lease; or

(b) the sale of property relating to such Sale and Leaseback Transaction constitutes a sale of such property by a Subsidiary to the Parent Corporation or to a Wholly-owned Subsidiary or by the Parent Corporation to a Wholly-owned Subsidiary; or

(c) the sale of such property is for cash consideration which (after deduction of any expenses incurred by the Parent Corporation or any Subsidiary in connection with such Sale and Leaseback Transaction) equals or exceeds the fair market value of the property so sold (as determined in good faith by the Board of Directors of the Parent Corporation if the fair market value of the property equals or exceeds U.S. $20,000,000, and, if less than such amount, as determined in good faith by a Senior Financial Officer) and the net proceeds from such sale are applied to either (i) the purchase or acquisition (and, in the case of real property, the construction) of fixed assets useful and intended to be used by the Parent Corporation or a Subsidiary in the operation of the business of the Parent Corporation and its Subsidiaries as described in SECTION 9.1.6 or (ii) the prepayment at the applicable prepayment premium, if any, on a pro rata basis, of Senior Indebtedness of the Parent Corporation, it being understood and agreed by the Parent Guarantor that any such prepayment of the Notes shall be prepaid as and to the extent provided in SECTION 8.2; or

(d) after giving effect to the consummation of such Sale and Leaseback Transaction and to the application of the proceeds therefrom, Consolidated Priority Indebtedness (including the Attributable Indebtedness to be incurred in connection with such Sale and Leaseback Transaction) shall not exceed 25% of Consolidated Net Worth.

Section 10.6. Mergers, Consolidations and Sales of Assets. The Parent Guarantor will not, and will not permit any Subsidiary to, consolidate with or be a party to a merger with any other Person, or sell, lease or otherwise dispose of all or substantially all of its assets; provided that:

(a) (i) the Company may consolidate or merge with or into any other corporation if (1) the corporation which results from such consolidation or merger (the "surviving company") is organized under the laws of Canada or any province thereof or any state of the United States or the District of Columbia, (2) the due and punctual payment of the principal of and premium, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observation of all of the covenants in the Notes and this Agreement to be performed or observed by the Company are expressly assumed in writing by the surviving company and the Parent Corporation shall have confirmed in writing the due and punctual performance and observation of all of its covenants in this Agreement and the surviving company shall furnish to the holders of the Notes an opinion of counsel satisfactory to such holders to the effect that the instrument of assumption has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of the surviving company and the Parent Corporation enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors'

rights generally and except that equitable remedies lie in the discretion of a court and may be unenforceable, (3) each Constituent Company Guarantor shall have confirmed in writing the due and punctual performance and observation of all of its covenants and agreements contained in the Constituent Company Guaranty to which it is a party, and (4) at the time of such consolidation or merger and immediately after giving effect thereto, (A) no Default or Event of Default would exist and (B) the surviving company could incur U.S. $1.00 of additional Debt pursuant to SECTION 10.3(a)(iii)(2);

(ii) the Company may sell or otherwise dispose of all or substantially all of its assets to any Person for consideration which represents the. fair market value of such assets (as determined in good faith by the Board of Directors of the Parent Guarantor) at the time of such sale or other disposition if (1) the acquiring Person is a corporation organized under the laws of Canada or any province thereof or any state of the United States or the District of Columbia, (2) the due and punctual payment of the principal of and premium, if any, and interest on all the Notes, according to their tenor, and the due and punctual performance and observance of all of the covenants in the Notes and in this Agreement to be performed or observed by the Company are expressly assumed in writing by the acquiring Person and the Parent Corporation shall have confirmed in writing the due and punctual performance and observation of all of its covenants in this Agreement and the acquiring Person shall furnish to the holders of the Notes an opinion of counsel satisfactory to such holders to the effect that the instrument of assumption has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of such acquiring corporation enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and except that equitable remedies lie in the discretion of a court and may be unenforceable, (3) each Constituent Company Guarantor shall have confirmed in writing the due and punctual performance and observation of all of its covenants and agreements contained in the Constituent Company Guaranty to which it is a party, and (4) at the time of such sale or disposition and immediately after giving effect thereto, (A) no Default or Event of Default would exist and (B) the acquiring Person could incur U.S. $1.00 of additional Debt pursuant to SECTION 10.3(a)(iii)(2).

(b) any Subsidiary (other than the Company, provision for which is made in clause (a) of this SECTION 10.6) may (i) merge or consolidate with or into the Parent Corporation or any Wholly-owned Subsidiary so long as in
(1) any merger or consolidation involving the Parent Corporation, the Parent Corporation shall be the surviving or continuing corporation and (2) in any merger or consolidation involving a Wholly-owned Subsidiary (and not the Parent Corporation or the Company), the Whollyowned Subsidiary shall be the surviving or continuing corporation, (ii) sell or otherwise dispose of all or substantially all of its assets if at the time of such sale or disposition and immediately after giving effect thereto, no Default or Event of Default would exist, and (iii) merge or consolidate with or into any Person other than the Parent Corporation or any Wholly-owned Subsidiary if, at the time of such merger or consolidation, and immediately after giving effect thereto, no Default or Event of Default would exist;

(c) the Parent Corporation may consolidate or merge with or into any other corporation if (1) the corporation which results from such consolidation or merger (the "surviving parent corporation ") is organized under the laws of Canada or any province thereof or any state of the United States or the District of Columbia, (2) the due and punctual performance and observation of all of the covenants in this Agreement to be performed or observed by the Parent Corporation are expressly assumed in writing by the surviving parent corporation and the surviving parent corporation shall furnish to the holders of the Notes an opinion of counsel satisfactory to such holders to the effect that the instrument of assumption has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of the surviving corporation enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and except that equitable remedies lie in the discretion of a court and may be unenforceable, (3) each Constituent Company Guarantor shall have confirmed in writing the due and punctual performance and observation of all of its covenants and agreements contained in the Constituent Company Guaranty to which it is a party, and (4) at the time of such consolidation or merger and immediately after giving effect thereto, (1) no Default or Event of Default would exist and (2) the acquiring Person could incur U.S. $1.00 of additional Debt pursuant to SECTION 10.3(a)(iii)(2);

(d) the Parent Corporation may sell or otherwise dispose of all or substantially all of its assets to any Person for consideration which represents the fair market value of such assets (as determined in good faith by the Board of Directors of the Parent Corporation) at the time of such sale or other disposition if (i) the acquiring Person is a corporation organized under the laws of Canada or any province thereof or any state of the United States or the District of Columbia, (ii) the due and punctual performance and observance of all of the covenants in this Agreement to be performed or observed by the Parent Corporation are expressly assumed in writing by the acquiring corporation and the acquiring corporation shall furnish to the holders of the Notes an opinion of counsel satisfactory to such holders to the effect that the instrument of assumption has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of such acquiring corporation enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and except that equitable remedies lie in the discretion of a court and may be unenforceable, (3) each Constituent Company Guarantor shall have confirmed in writing the due and punctual performance and observation of all of its covenants and agreements contained in the Constituent Company Guaranty to which it is a party, and (4) at the time of such sale or disposition and immediately after giving effect thereto, (1) no Default or Event of Default would exist and (2) the acquiring Person could incur U.S. $1.00 of additional Debt pursuant to SECTION 103(a)(iii)(2).

Section 10.7. Transactions with Affiliates. The Parent Corporation will not and will not permit any Subsidiary to enter into directly or indirectly any transaction or Material group of related transactions (including without limitation the purchase, lease, sale or exchange of

properties of any kind or the rendering of any service) with any Affiliate (other than the Parent Corporation or another Wholly-owned Subsidiary), except pursuant to the reasonable requirements of the Parent Corporation's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Parent Corporation or such Subsidiary than would be obtainable in a comparable arm's-length transaction with a Person not an Affiliate.

SECTION 11. PARENT GUARANTY.

Section 11.1. Parent Guaranty. The Parent Corporation hereby absolutely and unconditionally guaranties to the holders from time to time of the Notes: (a) the full and prompt payment by the Company of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes), (b) the full and prompt performance and observance by the Company of each and all of the obligations, covenants and agreements required to be performed or observed by the Company under and pursuant to the terms of the Notes and this Agreement, and (c) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including reasonable attorneys' fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, and in each and every case irrespective of the validity, regularity, or enforcement of any of the Notes or this Agreement or any of the terms thereof or of any other like circumstance or circumstances. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectibility of such payments and that in consequence thereof each holder of the Notes may sue the Parent Corporation directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payable.

Section 11.2. Obligations Absolute and Unconditional. The obligations of the Parent Corporation under this Agreement shall be absolute and unconditional and shall remain in full force and effect until the entire principal, interest and Make-Whole Amount (if any) on the Notes and all other sums due pursuant to
SECTION 11.1 shall have been paid and such obligations shall not be affected, modified or impaired upon the happening from time to time of any event, including, without limitation, any of the following, whether or not with notice to or the consent of the Parent Corporation:

(a) the power or authority or the lack of power or authority of the Company to issue the Notes or to execute and deliver this Agreement, and irrespective of the validity of the Notes or this Agreement or of any defense whatsoever that the Company or any Constituent Company Guarantor may or might have to the payment of the Notes (principal, interest and Make-Whole Amount, if any) or to the performance or observance of any of the provisions or conditions of this Agreement, or the existence or continuance of the Company or any Constituent Company Guarantor as a legal entity;

(b) any failure to present the Notes for payment or to demand payment thereof, or to give the Company, the Parent Corporation or any Constituent Company Guarantor notice of dishonor for non-payment of the Notes, when and as the same may become due and payable, or notice of any failure on the part of the Company to do any act or thing or to perform or to keep any covenant or agreement by it to be done, kept or performed under the terms of the Notes or this Agreement;

(c) the acceptance of any security or any guaranty, the advance of additional money to the Company, any extension of the obligation of the Notes, either indefinitely or for any period of time, or any other modification in the obligation of the Notes or of this Agreement or of the Company thereon, or in connection therewith, or any sale, release, substitution or exchange of any security, except to the extent of any aforementioned extension or other modification and absolute and unconditional compliance with the terms thereof by the Parent Corporation, the Company and any Constituent Company Guarantor;

(d) any act or failure to act with regard to the Notes or this Agreement or anything which might vary the risk of the Parent Corporation or any Constituent Company Guarantor;

(e) any action taken under this Agreement in the exercise of any right or power thereby conferred or any failure or omission on the part of any holder of any Note to first enforce any right or security given under this Agreement or any failure or omission on the part of any holder of any of the Notes to first enforce any right against the Company or any Constituent Company Guarantor;

(f) the waiver, compromise, settlement, release or termination of any or all of the obligations, covenants or agreements of the Company or any Constituent Company Guarantor contained in this Agreement or any Constituent Company Guaranty or of the payment, performance or observance thereof, except to the extent of such waiver, compromise, settlement, release or termination and absolute and unconditional compliance with the terms thereof by the Parent Corporation, the Company and such Constituent Company Guarantor;

(g) the failure to give notice to the Company, the Parent Corporation or any Constituent Company Guarantor of the occurrence of any Default or Event of Default under the terms and provisions of this Agreement;

(h) the extension of the time for payment of any principal of, or interest (or Make-Whole Amount, if any), on any Note owing or payable on such Note or of the time of or for performance of any obligations, covenants or agreements under or arising out of this Agreement or the extension or the renewal of any thereof, except to the extent of any such extension and absolute and unconditional compliance with the terms thereof by the Parent Corporation, the Company and each Constituent Company Guarantor;

(i) the modification or amendment (whether material or otherwise) of any obligation, covenant or agreement set forth in this Agreement, the Notes or any Constituent Company Guaranty, except to the extent of such modification or amendment and absolute and unconditional compliance with the terms thereof by the Parent Corporation, the Company and each Constituent Company Guarantor;

(j) any failure, omission, delay or lack on the part of the holders of the Notes to enforce, assert or exercise any right, power or remedy conferred on the holders of the Notes in this Agreement or any Constituent Company Guaranty or the Notes or any other act or acts on the part of the holders from time to time of the Notes;

(k) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement under bankruptcy or similar laws, composition with creditors or readjustment of, or other similar procedures affecting the Company, the Parent Corporation or any Constituent Company Guarantor or any of the assets of any of them, or any allegation or contest of the validity of this Agreement or any Constituent Company Guaranty or the disaffirmance of this Agreement or any Constituent Company Guaranty in any such proceeding (it being understood that the obligations of the Parent Corporation under this Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment made with respect to the Notes is rescinded or must otherwise be restored or returned by any holder of the Notes upon the insolvency, bankruptcy or reorganization of the Company, the Parent Corporation or any Constituent Company Guarantor, all as though such payment had not been made);

(1) any event or action that would, in the absence of this clause, result in the release or discharge by operation of law of the Parent Corporation from the performance or observance of any obligation, covenant or agreement contained in this Agreement other than the indefeasible payment in full in cash of the Notes;

(m) the invalidity or unenforceability of the Notes, this Agreement or any Constituent Company Guaranty;

(n) the invalidity or unenforceability of the obligations of the Parent Corporation under this Agreement, the absence of any action to enforce such obligations of the Parent Corporation, any waiver or consent by the Parent Corporation with respect to any of the provisions hereof or any other circumstances which might otherwise constitute a discharge or defense by the Parent Corporation, including, without limitation, any failure or delay in the enforcement of the obligations of the Parent Corporation with respect to this Agreement or of notice thereof; or any suit or other action brought by any shareholder or creditor of, or by, the Parent Corporation or any other Person, for any reason, including, without limitation, any suit or action in any way attacking or involving any issue, matter or thing in respect of this Agreement, the Notes, any Constituent Company Guaranty or any other agreement;

(o) the default or failure of the Parent Corporation fully to perform any of its covenants or obligations set forth in this Agreement;

(p) the impossibility or illegality of performance on the part of the Company or any other Person of its obligations under the Notes, this Agreement, any Constituent Company Guaranty or any other instruments;

(q) in respect of the Company or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Company or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), civil commotions, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials, action of any federal or state regulatory body or agency, change of law or any other causes affecting performance, or other force majeure, whether or not beyond the control of the Company or any other Person and whether or not of the kind hereinbefore specified;

(r) any attachment, claim, demand, charge, Lien, order, process, encumbrance or any other happening or event or reason, similar or dissimilar to the foregoing, or any withholding or diminution at the source, by reason of any taxes, assessments, expenses, indebtedness, obligations or liabilities of any character, foreseen or unforeseen, and whether or not valid, incurred by or against any Person, or any claims, demands, charges or liens of any nature, foreseen or unforeseen, incurred by any Person, or against any sums payable under this Agreement or any Constituent Company Guaranty so that such sums would be rendered inadequate or would be unavailable to make the payments herein provided;

(s) the failure of the Parent Corporation to receive any benefit or consideration from or as a result of its execution, delivery and performance of this Agreement;

(t) the failure of any Constituent Company Guarantor to receive any benefit or consideration from or as a result of its execution, delivery and performance of any Constituent Company Guaranty;

(u) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Parent Corporation in respect of the obligations of the Parent Corporation under this Agreement other than the indefeasible payment in full in cash of the Notes;

(v) any default, failure or delay, willful or otherwise, in the performance by the Company, any Constituent Company Guarantor or any other person of any obligations of any kind or character whatsoever of the Company, any Constituent Company Guarantor or any other Person (including, without limitation, the obligations and undertakings of the Company, any Constituent Company Guarantor or any other person under the Notes or this Agreement); or

(w) any order, judgment, decree, ruling or regulation (whether or not valid) of any court of any nation or of any political subdivision thereof or any body, agency, department, official or administrative or regulatory agency of any thereof or any other action, happening, event or reason whatsoever which shall delay, interfere with, hinder or prevent, or in any way adversely affect, the performance by any party of its respective obligations under the Notes, this Agreement or any instrument relating thereto;

provided that the specific enumeration of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other acts, failures or omissions, though not specifically mentioned above, it being the purpose and intent of this paragraph that the obligations of the Parent Corporation hereunder shall be absolute and unconditional and shall not be discharged, impaired or varied except by the payment to the holders thereof of the principal of, Make-Whole Amount (if any) and interest on the Notes, and of all other sums due and owing to the holders of the Notes pursuant to this Agreement, and then only to the extent of such payments. Without limiting any of the other terms or provisions hereof, it is understood and agreed that in order to hold the Parent Corporation liable hereunder, there shall be no obligation on the part of any holder of any Note to resort, in any manner or form, for payment, to the Company, to any Constituent Company Guarantor to any other Person or to the properties or estates of any of the foregoing. All rights of the holder of any Note under the guaranty set forth in this SECTION 11 may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Note, whether with or without the consent of or notice to the Parent Corporation, any Constituent Company Guarantor or the Company. Without limiting the foregoing, it is understood that repeated and successive demands may be made and recoveries may be had hereunder as and when, from time to time, the Company shall default under the terms of the Notes or this Agreement and that notwithstanding recovery hereunder for or in respect of any given default or defaults by the Company under the Notes or this Agreement shall remain in full force and effect and shall apply to each and every subsequent default.

Section 11.3. Subrogation. To the extent of any payments made under this Agreement, the Parent Corporation shall be subrogated to the rights of the holder of the Notes receiving such payments, but the Parent Corporation covenants and agrees that such right of subrogation shall be subordinate in right of payment to the rights of any holders of the Notes for which full payment has not been made or provided for and, to that end, the Parent Corporation agrees not to claim or enforce any such right of subrogation or any right of set-off or any other right which may arise on account of any payment made by the Parent Corporation in accordance with the provisions of this Agreement, including, without limitation, any right of reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any holder of the Notes against the Company or the Parent Corporation, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Company or the Parent Corporation, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until 366 days after all of the Notes owned by Persons other than the Parent Corporation and all other sums due or payable under this Agreement have been fully paid and discharged or payment therefor has been provided. If any amount shall be paid to the Parent Corporation in violation of the preceding

sentence at any time prior to the indefeasible cash payment in full of the Notes and all other amounts payable under this Agreement, such amounts shall be held in trust for the benefit of the holders of the Notes and shall forthwith be paid to the holders of the Notes to be credited and applied to the amounts due or to become due with respect to the Notes and all other amounts payable under this Agreement, whether matured or unmatured.

Section 11.4. Preference. The Parent Corporation agrees that to the extent the Company, any Constituent Company Guarantor or any other Person makes any payment on the Notes, which payment or any part thereof is subsequently invalidated, voided, declared to be fraudulent or preferential, set aside, recovered, rescinded or is required to be retained by or repaid to a trustee, liquidator, receiver or any other Person under any bankruptcy code, common law or equitable cause, then and to the extent of such payment, the obligation or the part thereof intended to be satisfied shall be revived and continued in full force and effect with respect to the Parent Corporation's obligations hereunder, as if said payment had not been made, anything contained in this Agreement to the contrary notwithstanding. The liability of the Parent Corporation hereunder shall not be reduced or discharged, in whole or in part, by any payment to any holder of the Notes from any source that is thereafter paid, returned or refunded in whole or in part by reason of the assertion of a claim of any kind relating thereto, including, but not limited to, any claim for breach of contract, breach of warranty, preference, illegality, invalidity or fraud asserted by any account debtor or by any other Person.

Section 11.5. Marshalling. None of the holders of the Notes shall be under any obligation (a) to marshall any assets in favor of the Parent Corporation or in payment of any or all of the liabilities of the Company under or in respect of the Notes or the obligation of the Parent Corporation hereunder or (b) to pursue any other remedy that the Parent Corporation may or may not be able to pursue itself and that may lessen the Parent Corporation's burden or any right to which the Parent Corporation hereby expressly waives.

SECTION 12. EVENTS OF DEFAULT.

An "Event of Default" shall exist if any of the following conditions or events shall occur and be continuing:

(a) the Company defaults in the payment of any principal or Make-Whole Amount, if any, on any Note after the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise; or

(b) the Company defaults in the payment of any interest on any Note for more than seven days after the same becomes due and payable; or

(c) the Parent Corporation defaults in the performance of or compliance with any term contained in SECTIONS 10.1 through 10.6; or

(d) the Parent Corporation or the Company defaults in the performance of or compliance with any term contained herein (other than those referred to in paragraphs (a), (b) and (c) of this SECTION 12) and such default is not remedied within 30 days after the

earlier of (i) a Responsible Officer obtaining actual knowledge of such default and (ii) the Parent Corporation receiving written notice of such default from any holder of a Note (any such written notice to be identified as a "notice of default" and to refer specifically to this paragraph (d) of
SECTION 12); or

(e) any representation or warranty made in writing by or on behalf of the Parent Corporation, the Company or any Constituent Company Guarantor or by any officer of the Parent Corporation, the Company or any Constituent Company Guarantor in this Agreement, any Constituent Company Guaranty or in any writing furnished in connection with the transactions contemplated hereby proves to have been false or incorrect in any material respect on the date as of which made; or

(f) (i) the Parent Corporation or any Subsidiary (including, without limitation, the Company or any Constituent Company Guarantor) is in default (as principal or as guarantor or other surety) in the payment of any principal of or premium or make-whole amount or interest on any Indebtedness that is outstanding in an aggregate principal amount of at least U.S. $25,000,000 beyond any period of grace provided with respect thereto, or (ii) the Parent Corporation or any Subsidiary (including, without limitation, the Company or any Constituent Company Guarantor) is in default in the performance of or compliance with any term of any evidence of any Indebtedness in an aggregate outstanding principal amount of at least U.S. $25,000,000 or of any mortgage, indenture or other agreement relating thereto or any other condition exists, and as a consequence of any such default or condition such Indebtedness has become, or has been declared (or one or more Persons are entitled to declare such Indebtedness to be), due and payable before its stated maturity or before its regularly scheduled dates of payment, or (iii) as a consequence of the occurrence or continuation of any event or condition (other than the passage of time or the right of the holder of Indebtedness to convert such Indebtedness into equity interests), (x) the Parent Corporation or any Subsidiary (including, without limitation, the Company or any Constituent Company Guarantor) has become obligated to purchase or repay Indebtedness before its regular maturity or before its regularly scheduled dates of payment in an aggregate outstanding principal amount of at least U.S. $25,000,000, or (y) one or more Persons have the right to require the Parent Corporation or any Subsidiary (including, without limitation, the Company or any Constituent Company Guarantor) to so purchase or repay such Indebtedness; or

(g) the Parent Guaranty provided in SECTION 11 or any Constituent Company Guaranty shall cease to be in full force and effect for any reason whatsoever, including, without limitation, a determination by any governmental body or court that either such guaranty is invalid, void or unenforceable or the Parent Corporation or any Constituent Company Guarantor shall contest or deny in writing the validity or enforceability of any of its obligations under the Parent Guaranty or any Constituent Company Guaranty, as applicable, other than, in the case of any Constituent Company Guaranty, a release thereof permitted by the terms of SECTION 2.2(C);

(h) the Parent Corporation, the Company, any Constituent Company Guarantor or any Material Subsidiary (i) is generally not paying, or admits in writing its

inability to pay, its debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee, liquidator, sequestrator or other officer with similar powers with respect to it or with respect to any substantial part of its property, (v) is adjudicated as insolvent or to be liquidated, or (vi) takes corporate action for the purpose of any of the foregoing; or

(i) a court or governmental authority of competent jurisdiction enters an order appointing, without consent by the Parent Corporation or any of its Subsidiaries (including, without limitation, the Company or any Constituent Company Guarantor), a custodian, receiver, trustee, liquidator, sequestrator or other officer with similar powers with respect to it or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of the Parent Corporation or any of its Subsidiaries (including, without limitation, the Company or any Constituent Company Guarantor), or any such petition shall be filed against the Parent Corporation or any of its Subsidiaries (including, without limitation, the Company or any Constituent Company Guarantor) and such petition shall not be dismissed within 60 days; or

(j) a final judgment or judgments for the payment of money aggregating in excess of U.S. $25,000,000 are rendered against one or more of the Parent Corporation and its Subsidiaries (including, without limitation, the Company or any Constituent Company Guarantor) and which judgments are not, within 60 days after entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within 60 days after the expiration of such stay; or

(k) if (i) any Plan (other than a Multiemployer Plan) shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under Section 412 of the Code,
(ii) a notice of intent to terminate any plan shall have been or is reasonably expected to be filed with the PBGC OR the PBGC shall have instituted proceedings under ERISA Section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Parent Corporation or any ERISA Affiliate that a Plan may become a subject of any such proceedings, (iii) the aggregate "amount of unfunded benefit liabilities" (within the meaning of Section 4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA, shall exceed U.S. $25,000,000 and action is initiated to terminate such Plans, (iv) the Parent Corporation or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, (v) the Parent Corporation or any ERISA Affiliate withdraws from any Multiemployer Plan, (vi) the Parent

Corporation or any Subsidiary (including, without limitation, the Company or any Constituent Company Guarantor) terminates or winds up any Non-U.S. Pension Plan in a manner which could result in the imposition of a lien on any property of the Parent Corporation or any Subsidiary pursuant to any law, or (vii) the Parent Corporation or any Subsidiary establishes or amends any employee welfare benefit plan (as defined in Section 3 of ERISA) that provides post-employment welfare benefits in a manner that would increase the liability of the Parent Corporation or any Subsidiary (including, without limitation, the Company or any Constituent Company Guarantor) thereunder; and any such event or events described in clauses
(i) through (vii) above, either individually or together with any other such event or events, could reasonably be expected to have a Material Adverse Effect.

As used in SECTION 12(K), the terms "employee benefit plan" and "employee welfare benefit plan" shall have the respective meanings assigned to such terms in Section 3 of ERISA.

SECTION 13. REMEDIES ON DEFAULT, ETC.

Section 13.1. Acceleration. (a) If an Event of Default with respect to the Parent Corporation described in paragraph (h) or (i) of SECTION 12 (other than an Event of Default described in clause (i) of paragraph (h) or described in clause (vi) of paragraph (h) by virtue of the fact that such clause encompasses clause (i) of paragraph (h)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable.

(b) If any other Event of Default has occurred and is continuing, any holder or holders of 51% or more in principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Parent Corporation and the Company, declare all the Notes then outstanding to be immediately due and payable.

(c) If any Event of Default described in paragraph (a) or (b) of SECTION 12 has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Parent Corporation and the Company, declare all the Notes held by it or them to be immediately due and payable.

Upon any Note's becoming due and payable under this SECTION 13.1, whether automatically or by declaration, such Note will forthwith mature and the entire unpaid principal amount of such-Note, plus (i) all accrued and unpaid interest thereon and (ii) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Parent Corporation and the Company acknowledge, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Parent Corporation or the Company (except as herein specifically provided for), and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Section 13.2. Other Remedies. If any Default or Event of Default has occurred and is continuing, and irrespective of whether any Notes have become or have been declared immediately due and payable under SECTION 13.1, the holder of any Note at the time outstanding may proceed to protect and enforce the rights of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any Note, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.

Section 13.3. Rescission. At any time after any Notes have been declared due and payable pursuant to clause (b) or (c) of SECTION 13.1, the holders of not less than 60% in principal amount of the Notes then outstanding, by written notice to the Parent Corporation and the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, on any Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to
SECTION 18, and (c) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this SECTION 13.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Section 13.4. No Waivers or Election of Remedies, Expenses, Etc. No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder's rights, powers or remedies. No right, power or remedy conferred by this Agreement or by any Note upon any holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Company under SECTION 16, the Company will pay to the holder of each Note on demand such further amount as shall be sufficient to cover all costs and expenses of such holder incurred in any enforcement or collection under this SECTION 13, including, without limitation, reasonable attorneys' fees, expenses and disbursements.

SECTION 14. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

Section 14.1. Registration of Notes. The Company shall keep at its principal executive office a register for the registration and registration of transfers of Notes. The name and address of each holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in such register. Prior to due presentment for registration of transfer, the Person in whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give to any holder of a Note that is an Institutional Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes.

Section 14.2. Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver, at the Company's expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, of the same series and in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of EXHIBIT 1-A OR EXHIBIT 1-B, as applicable. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than U.S. $1,000,000; provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than U.S. $1,000,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representations set forth in Section 6 on and as of such date of acceptance.

Section 14.3. Replacement of Notes. Upon receipt by the Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and

(a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Note is, or is a nominee for, an original holder of the Notes or another holder of a Note with a minimum net worth of at least U.S. $100,000,000, such Person's own unsecured agreement of indemnity shall be deemed to be satisfactory), or

(b) in the case of mutilation, upon surrender and cancellation thereof,

the Company at its own expense shall execute and deliver, in lieu thereof, a new Note, dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon.

SECTION 15. PAYMENTS ON NOTES.

Section 15.1. Place of Payment. Subject to SECTION 15.2, payments of principal, Make-Whole Amount, if any, and interest becoming due and payable on the Notes shall be made in New York, New York at the principal office of Bank of Nova Scotia in such jurisdiction. The Company may at any time, by notice to each holder of a Note, change the place of payment of the Notes so long as such place of payment shall be either the principal office of the Company in such jurisdiction or the principal office of a bank or trust company in such jurisdiction.

Section 15.2. Home Office Payment. So long as you or your nominee shall be the holder of any Note, and notwithstanding anything contained in SECTION 15.1 or in such Note to the contrary, the Company will pay all sums becoming due on such Note for principal, Make-Whole Amount, if any, and interest by the method and at the address specified for such purpose below your name in SCHEDULE A, or by such other method or at such other address as you shall have from time to time specified to the Company in writing for such purpose, without the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the Company made concurrently with or reasonably promptly after payment or prepayment in full of any Note, you shall surrender such Note for cancellation, reasonably promptly after any such request, to the Company at its principal executive office or at the place of payment most recently designated by the Company pursuant to SECTION 15.1. The Company will no later than 10:00 a.m. New York, New York time on the date due, instruct Bank of Nova Scotia to make such payments in immediately available funds not later than 11:00 a.m. New York, New York time on the date due. If for any reason whatsoever the Company does not instruct Bank of Nova Scotia to make any such payment by such 10:00 a.m. time, such payment shall be deemed to have been made on the next following Business Day and such payment shall bear interest at the Default Rate set forth in the Note. Prior to any sale or other disposition of any Note held by you or your nominee you will, at your election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Note to the Company in exchange for a new Note or Notes of the same series pursuant to SECTION 14.2. The Company will afford the benefits of this SECTION 15.2 to any Institutional Investor that is the direct or indirect transferee of any Note purchased by you under this Agreement and that has made the same agreement relating to such Note as you have made in this Section 15.2.

Section 15.3. Payment Free and Clear of Taxes. Each payment by the Parent Corporation in respect of its obligations pursuant to the Parent Guaranty shall be made, under all circumstances, without setoff, counterclaim or reduction for, and free from and clear of, and without deduction for or because of, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholding, restrictions or conditions of any nature whatsoever (hereinafter called "Relevant Taxes") imposed, levied, collected, assessed, deducted or withheld by the Government of Canada or political subdivision of Canada or by the government of any other country or jurisdiction (or any authority therein or thereof) other than the United States of America from or through which payments hereunder or on or in respect of the Notes are actually made (each a "Taxing Jurisdiction"), unless such imposition, levy, collection, assessment, deduction, withholding or other restriction or condition is required by law. If the Parent Corporation is required by law to make any payment pursuant to the Parent Guaranty subject to such deduction, withholding or other restriction or condition, then the Parent Corporation shall forthwith (a) pay over to the government or taxing authority imposing such tax the full amount required to be deducted, withheld from or otherwise paid by the Parent Corporation (including the full amount required to be deducted or withheld from or otherwise paid by the Parent Corporation in respect of the Tax Indemnity Amounts (as defined below)); (b) pay (subject to the Company's right of redemption as described in
SECTION 8.3) each holder of the Notes such additional amounts ( "Tax Indemnity Amounts ") as may be necessary in order that the net amount of every payment made to each holder of Notes, after provision for payment of such Relevant Taxes (including any required deduction, withholding or other payment of tax on or with respect to such Tax Indemnity Amounts), shall be equal to the amount which such holder would have

received had there been no imposition, levy, collection, assessment, deduction, withholding or other restriction or condition. Notwithstanding the provisions of this SECTION 15.3, no such Tax Indemnity Amounts shall be payable for or on account of any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure of the holder to complete, execute and deliver to the Parent Corporation any form or document to the extent applicable to such holder that may be required by law or by reason of administration of such law and which is reasonably requested in writing to be delivered by the Parent Corporation in order to enable the Parent Corporation to make payments pursuant to this SECTION 15.3 in respect of the Parent Guaranty without deduction or withholding for taxes, assessments or governmental charges, or with deduction or withholding of such lesser amount, which form or document shall be delivered within one hundred twenty days of a written request therefor by the Parent Corporation. If in connection with the payment of any such Tax Indemnity Amounts, any holder of the Notes that is a United States person within the meaning of the Code or a foreign person engaged in a trade or business within the United States of America, incurs taxes imposed by the United States of America or any political subdivision or taxing authority therein ("United States Taxes") on such Tax Indemnity Amounts, the Parent Corporation shall pay to such holder of the Notes such further amount as will insure that the net amount actually received by that holder of the Notes (taking into account any withholding or deduction in respect of any such further amount) is equal to the amount which such holder of the Notes would have received after all United States Taxes on such Tax Indemnity Amounts and on any further amount had such withholding or deduction not been made.

SECTION 16. EXPENSES, ETC.

Section 16.1. Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent Corporation and the Company jointly and severally agree to pay all costs and expenses (including reasonable attorneys' fees of a single special counsel and, if reasonably required, local or other counsel) incurred by you and each Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes or any Constituent Company Guaranty (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes or any Constituent Company Guaranty or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes or any Constituent Company Guaranty, or by reason of being a holder of any note, and (B) the costs and expenses, including financial advisors' fees, incurred in connection with the insolvency or bankruptcy of the Parent Corporation or any Subsidiary (including, without limitation, the Company and any Constituent Company Guarantor or in connection with any work-out or restructuring of the transactions contemplated hereby or by the Notes or any Constituent Company Guaranty. The Parent Corporation and the Company jointly and severally agree to pay, and will save you and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those retained by you).

Section 16.2. Survival. The obligations of the Parent Corporation and the Company under this SECTION 16 will survive the payment or transfer of any Note, the enforcement, amendment or

waiver of any provision of this Agreement, the Notes or any Constituent Company Guaranty, and the termination of this Agreement.

SECTION 17. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

All representations and warranties contained herein shall survive the execution and delivery of this Agreement, the Notes and any Constituent Company Guaranty, the purchase or transfer by you of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon as true and correct on and as of the date of the Closing by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of you or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Parent Corporation, the Company or any Constituent Company Guarantor pursuant to this Agreement or any Constituent Company Guaranty shall be deemed representations and warranties of the Parent Corporation, the Company or a Constituent Company Guarantor under this Agreement or the related Constituent Company Guaranty, as the case may be. Subject to the preceding sentence, this Agreement, the Notes and any Constituent Company Guaranty embody the entire agreement and understanding between you, the Parent Corporation and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

SECTION 18. AMENDMENT AND WAIVER.

Section 18.1. Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Parent Corporation, the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of SECTION 1, 2, 3, 4, 5, 6 OR 22, or any defined term (as it is used therein), will be effective as to you unless consented to by you in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of SECTION 13 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or change the rate or the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, (iii) amend any of SECTIONS 8, 12(A),
12(B), 13, 18 or 21 or (iv) release the Parent Corporation or, subject to the provisions of SECTION 2.2(C), release any Constituent Company Guarantor from any of its obligations under any Constituent Company Guaranty, or materially amend the terms of the Parent Guaranty or any Constituent Company Guaranty in a manner detrimental to the holders of the Notes.

Section 18.2. Solicitation of Holders of Notes.

(a) Solicitation. The Parent Corporation and the Company will provide each holder of the Notes (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof or of the Notes. The Parent Corporation or the Company

will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this SECTION 18 to each holder of outstanding Notes promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite holders of Notes.

(b) Payment. Neither the Parent Corporation nor the Company will directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security, to any holder of Notes as consideration for or as an inducement to the entering into by any holder of Notes of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each holder of Notes then outstanding even if such holder did not consent to such waiver or amendment.

Section 18.3. Binding Effect, Etc. Any amendment or waiver consented to as provided in this SECTION 18 applies equally to all holders of each series of Notes and is binding upon them and upon each future holder of any Note of any series and upon the Parent Corporation and the Company without regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Parent Corporation, the Company and the holder of any Note of any series nor any delay in exercising any rights hereunder or under any Note of any series shall operate as a waiver of any rights of any holder of such Note. As used herein, the term "this Agreement" and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

Section 18.4. Notes Held by Company, Etc. Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement or the Notes, or have directed the taking of any action provided herein or in the Notes to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes of any series directly or indirectly owned by the Parent Corporation or the Company or any of their respective Affiliates shall be deemed not to be outstanding.

SECTION 19. NOTTCES.

All notices and communications provided for hereunder shall be in writing and sent (a) by telefacsimile if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by a recognized overnight delivery service (with charges prepaid). Any such notice must be sent:

(i) if to you or your nominee, to you or it at the address specified for such communications in SCHEDULE A, or at such other address as you or it shall have specified to the Company in writing,

(ii) if to any other holder of any Note, to such holder at such address as such other holder shall have specified to the Company in writing,

(iii) if to the Parent Corporation, to the Parent Corporation at its address set forth at the beginning hereof to the attention of Secretary, or at such other address as the Parent Corporation shall have specified to the holder of each Note in writing, or

(iv) if to the Company, to the Company at its address set forth at the beginning hereof to the attention of Secretary, or at such other address as the Company shall have specified to the holder of each Note in writing.

Notices under this SECTION 19 will be deemed given only when actually received.

SECTION 20. REPRODUCTION OF DOCUMENTS.

This Agreement and all documents relating thereto, including, without limitation, (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by you at the Closing (except the Notes themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to you, may be reproduced by you by any photographic, photostatic, microfilm, microcard, miniature photographic or other similar process and you may destroy any original document so reproduced. The Parent Corporation and the Company agree and stipulate that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by you in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This SECTION 20 shall not prohibit the Parent Corporation, the Company or any other holder of Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.

SECTION 21. CONFIDENTIAL INFORMATION.

For the purposes of this SECTION 21, "Confidential Information" means information delivered to you by or on behalf of the Parent Corporation or any Subsidiary (including, without limitation, the Company and any Constituent Company Guarantor) in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by you as being confidential information of the Parent Corporation or such Subsidiary; provided that such term does not include information that (a) was publicly known or otherwise known to you prior to the time of such disclosure,
(b) subsequently becomes publicly known through no act or omission by you or any Person acting on your behalf, (c) otherwise becomes known to you other than through disclosure by the Parent Corporation or any Subsidiary (including, without limitation, the Company and any Constituent Company Guarantor) or (d) constitutes financial statements delivered to you under SECTION 7.1 that are otherwise publicly available. You will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by you in good faith to protect confidential information of third parties delivered to you;

provided that you may deliver or disclose Confidential Information to (i) your directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by your Notes), (ii) your financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this SECTION 21, (iii) any other holder of any Note, (iv) any Institutional Investor to which you sell or offer to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this SECTION 21), (v) any Person from which you offer to purchase any security of the Parent Corporation or the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 21), (vi) any Canadian or United States federal, provincial or state regulatory authority having jurisdiction over you, (vii) the U.S. National Association of Insurance Commissioners or any similar organization, or any nationally recognized rating agency that requires access to information about your investment portfolio or
(viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to you, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which you are a party or (z) if an Event of Default has occurred and is continuing, to the extent you may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under your Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this
SECTION 21 as though it were a party to this Agreement. On reasonable request by the Parent Corporation or the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Parent Corporation and the Company embodying the provisions of this SECTION 21.

SECTION 22. SUBSTITUTION OF PURCHASER.

You shall have the right to substitute any one of your Affiliates as the purchaser of the Notes that you have agreed to purchase hereunder, by written notice to the Parent Corporation and the Company, which notice shall be signed by both you and such Affiliate, shall contain such Affiliate's agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate of the accuracy with respect to it of the representations set forth in SECTION 6. Upon receipt of such notice, wherever the word "you" is used in this Agreement (other than in this SECTION 22), such word shall be deemed to refer to such Affiliate in lieu of you. In the event that such Affiliate is so substituted as a purchaser hereunder and such Affiliate thereafter transfers to you all of the Notes then held by such Affiliate, upon receipt by the Parent Corporation and the Company of notice of such transfer, wherever the word "you" is used in this Agreement (other than in this SECTION 22), such word shall no longer be deemed to refer to such Affiliate, but shall refer to you, and you shall have all the rights of an original holder of the Notes under this Agreement.

SECTION 23. MISCELLANEOUS.

Section 23.1. Currency of Payments, Indemnification. Any payment made by the Parent Corporation or the Company to any holder of the Notes or for the account of any such holder in respect of any amount payable by the Company shall be made in U.S. Dollars. Any amount received or recovered by such holder other than in U.S. Dollars (whether as a result of, or of the enforcement of, a judgment or order of any court, or in the liquidation or dissolution of the Company or otherwise) in respect of any such sum expressed to be due hereunder or under the Notes shall constitute a discharge of the Parent Corporation or the Company, as the case may be, only to the extent of the amount of U.S. Dollars which such holder is able, in accordance with normal banking procedures, to purchase with the amount so received or recovered in that other currency on the date of the receipt or recovery (or, if it is not practicable to make that purchase on such date, on the first date on which it is practicable to do so). If the amount of U.S. Dollars so purchased is less than the amount of U.S. Dollars expressed to be due hereunder or under the Notes, the Parent Corporation and the Company shall indemnify such holder against any loss sustained by such holder as a result, and in any event, the Parent Corporation and the Company shall indemnify such holder against the cost of making any such purchase. These indemnities shall constitute a separate and independent obligation from the other obligations herein and in the Notes, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by any such holder, shall continue in full force and effect despite any judgment, order, claim or proof for a liquidated amount in respect of any such sum due hereunder and under any Note or any judgment or order and shall survive the payment of the Notes and the termination of this Agreement.

Section 23.2. Time. Time shall be of the essence of this Agreement. The mere lapse of the time provided for the Parent Corporation or the Company, as the case may be, to perform its obligations or the arrival of the term shall automatically create a default, without any notice being required.

Section 23.3. Successors and Assigns. All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including, without limitation, any subsequent holder of a Note) whether so expressed or not.

Section 23.4. Payments Due on Non-Business Days. Anything in this Agreement or the Notes to the contrary notwithstanding, any payment of principal of or Make-Whole Amount or interest on any Note that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day.

Section 23.5. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

Section 23.6. Construction. Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

Section 23.7. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.

Section 23.8. Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York, excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State.

Section 23.9. Submission to Jurisdiction. The Parent Corporation and the Company hereby irrevocably submit and consent to the jurisdiction of the federal court located within the County of New York, State of New York (or if such court lacks jurisdiction, the State courts located therein), and irrevocably agree that all actions or proceedings relating to this Agreement and the Notes may be litigated in such courts, and the Parent Corporation and the Company waive any objection which either of them may have based on improper venue or forum non conveniens to the conduct of any proceeding in any such court and waives personal service of any and all process upon it, and consents that all such service of process be made by delivery to it at the address of the Parent Corporation or the Company, as the case may be, set forth in SECTION 19 above or to its agent referred to below at such agent's address set forth below (with a courtesy copy to the Parent Corporation and the Company at the address set forth in SECTION 19) and that service so made shall be deemed to be completed upon actual receipt. Each of the Parent Corporation and the Company hereby irrevocably appoints CT Corporation System, with an office on the date hereof at 1633 Broadway, New York, New York 10019, as its respective agent for the purpose of accepting service of any process within the State of New York. Nothing contained in this section shall affect the right of any holder of Notes to serve legal process in any other manner permitted by law or to bring any action or proceeding in the courts of any jurisdiction against the Parent Corporation or the Company or to enforce a judgment obtained in the courts of any other jurisdiction.

* * * * *

If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Company, whereupon the foregoing shall become a binding agreement between you, the Parent Corporation and the Company.

Very truly yours,

MOORE CORPORATION LIMITED

By /s/ Shopa Khetrapal
  ------------------------------
  Title: Vice President and Treasurer

MOORE NORTH AMERICA FINANCE, INC.

By /s/ Stephen Holinski
  ------------------------------
  Title: Senior Vice President
         and Chief Financial Officer

Accepted as of ________________, 1999.     [VARIATION]


                                           By
                                             -----------------------------
                                             Its

                                                       PRINCIPAL AMOUNT
          NAME AND ADDRESS                             OF NOTES TO BE
            OF PURCHASERS                                PURCHASED

                                                   SERIES A        SERIES B
AIG LIFE INSURANCE COMPANY                         $8,000,000         $0
c/o AIG Global Investment Corp.
175 Water Street, 25th Floor
New York, New York 10038
Attention: Private Placements

Payments

All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as "Moore North America Finance, Inc., 7.84% Senior Notes, Series A, Due March 25, 2006, PPN 61580# AA 4, principal, premium or interest") to:

Federal Reserve Bank of Boston

011001234BOS SAFE DEP
DDA # 169064
REFERENCE: AIG Life Insurance Company
REFERENCE: AGIFALI0012

Notices

All notices of payment on or in respect of the Notes and written confirmation of each such payment, to be addressed to:

Mellon Bank (East)
Mellon Securities Trust Co.
120 Broadway, 13th Floor
New York, New York 10271
REFERENCE: AIG Life Insurance Company
REFERENCE: AGFALI0012
Attention: Sue Klein

with duplicate notice to AIG Life Insurance Company at the address first provided above.

Name of Nominee in which Notes are to be issued: None

Taxpayer I.D. Number: 25-1118523

                                                      PRINCIPAL AMOUNT
          NAME AND ADDRESS                             OF NOTES TO BE
            OF PURCHASERS                                 PURCHASED

                                                   SERIES A        SERIES B

ALEXANDER HAMILTON LIFE INSURANCE                 $7,500,000          $0
   COMPANY OF AMERICA
P.O. Box 21008
Greensboro, North Carolina 27420
Attention: Securities Administration - 3630
Telefacsimile: (336) 691-3025
Overnight Mail Address:
100 North Greene Street
Greensboro, North Carolina 27401

Payments

All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as "Moore North America Finance, Inc., 7.84% Senior Notes, Series A, March 25, 2006, PPN 61580# AA 4, principal, premium or interest") to:

Alexander Hamilton Life Insurance Company of America c/o The Bank of New York
ABA #021 000 018 BNF: IOC566
Attention: P&I Department

Notices

All notices of payment on or in respect of the Notes and written confirmation of each such payment, to be addressed to:

Alexander Hamilton Life Insurance Company of America c/o The Bank of New York
P.O. Box 19266
Newark, New Jersey 07195
Attention: P&I Department

with duplicate notice to Alexander Hamilton Life Insurance Company of America at the address first provided above.

All notices and communications other than those in respect to payments to be addressed as first provided above.

Name of Nominee in which Notes are to be issued: None

Taxpayer I.D. Number: 56-1311063

                                                      PRINCIPAL AMOUNT
          NAME AND ADDRESS                             OF NOTES TO BE
            OF PURCHASERS                                 PURCHASED

                                                   SERIES A        SERIES B

AMERICAN GENERAL ANNUITY INSURANCE COMPANY            $0          $7,000,000
c/o American General Corporation
P.O. Box 3247
Houston, Texas 77253-3247
Attention: Investment Research Department, A37-O1
Facsimile Number: (713) 831-1366

Overnight Mailing Address:
2929 Allen Parkway, A37-O1
Houston, Texas 77019-2155

Payments

All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as "Moore North America Finance, Inc., 8.05% Senior Notes, Series B, Due March 25, 2009, PPN 61580# AB 2, principal, premium or interest") to:

State Street Bank and Trust Company
ABA #011000028
Boston, Massachusetts 02101

Re: American General Annuity Insurance Company AC-7215-132-7
OBI=PPN # and description of payment Fund Number WEIB

Notices

All notices of payment on or in respect of the Notes and written confirmation of each such payment to:

American General Annuity Insurance Company and WEIB c/o State Street Bank and Trust Company Insurance Services WES2S
105 Rosemont Road
Westwood, Massachusetts 02090
Facsimile Number: (781) 302-8005

Duplicate payment notices and all other correspondences to be addressed as first provided above.

Name of Nominee in which Notes are to be issued: None

Taxpayer I.D. Number: 75-0770838

                                                       PRINCIPAL AMOUNT
          NAME AND ADDRESS                              OF NOTES TO BE
            OF PURCHASERS                                 PURCHASED

                                                   SERIES A        SERIES B

AMERICAN GENERAL LIFE INSURANCE COMPANY               $0          $5,000,000
c/o American General Corporation
P.O. Box 3247
Houston, Texas 77253-3247
Attention: Investment Research Department, A37-01
Facsimile Number: (713) 831-1366

Overnight Mailing Address:
2929 Allen Parkway, A37-01
Houston, Texas 77019-2155

Payments

All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as "Moore North America Finance, Inc., 8.05% Senior Notes, Series B, Due March 25, 2009, PPN 61580# AB 2, principal, premium or interest") to:

State Street Bank and Trust Company
ABA #011000028
Boston, Massachusetts 02101

Re: American General Life Insurance Company AC-0125-880-5
OBI=PPN # and description of payment Fund Number PA 40

Notices

All notices of payment on or in respect of the Notes and written confirmation of each such payment to:

American General Life Insurance Company and PA 40 c/o State Street Bank and Trust Company Insurance Services WES2S
105 Rosemont Road
Westwood, Massachusetts 02090
Facsimile Number: (781) 302-8005

Duplicate payment notices and all other correspondences to be addressed as first provided above.

Name of Nominee in which Notes are to be issued: None

Taxpayer I.D. Number: 25-0598210

                                                       PRINCIPAL AMOUNT
          NAME AND ADDRESS                              OF NOTES TO BE
            OF PURCHASERS                                 PURCHASED

                                                   SERIES A        SERIES B

AMERICAN INTERNATIONAL LIFE ASSURANCE            $11,000,000          $0
  COMPANY OF NEW YORK
c/o AIG Global Investment Corp.
175 Water Street, 25th Floor
New York, New York 10038
Attention: Private Placements

Payments

All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as "Moore North America Finance, Inc., 7.84% Senior Notes, Series A, March 25, 2006, PPN 61580# AA 4, principal, premium or interest") to:

Federal Reserve Bank of Boston

011001234/BOS SAFE DEP
DDA #169064
REFERENCE: AI Life Assurance Company of NY
REFERENCE: AGIFLNY0012

Notices

All notices of payment on or in respect of the Notes and written confirmation of each such payment, to be addressed to:

Mellon Bank (East)
Mellon Securities Trust Co.
120 Broadway, 13th Floor
New York, New York 10271
REFERENCE: AI Life Assurance Company of NY
REFERENCE: AGIFLNY0012
Attention: Sue Klein

with duplicate notice to American International Life Assurance Company of New York at the address first provided above.

Name of Nominee in which Notes are to be issued: None

Taxpayer I.D. Number: 13-6101875

                                                       PRINCIPAL AMOUNT
          NAME AND ADDRESS                              OF NOTES TO BE
            OF PURCHASERS                                 PURCHASED

                                                   SERIES A        SERIES B

DELAWARE AMERICAN LIFE INSURANCE COMPANY          $1,000,000          $0
  OF NEW YORK
c/o AIG Global Investment Corp.
175 Water Street, 25th Floor
New York, New York 10038
Attention: Private Placements

Payments

All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as "Moore North America Finance, Inc., 7.84% Senior Notes, Series A, March 25, 2006, PPN 61580# AA 4, principal, premium or interest") to:

Federal Reserve Bank of Boston

011001234/BOS SAFE DEP
DDA # 169064
REFERENCE: Delaware American Life Insurance Company of NY
REFERENCE: AGIFDAL0012

Notices

All notices of payment on or in respect of the Notes and written confirmation of each such payment, to be addressed to:

Mellon Bank (East)
Mellon Securities Trust Co.
120 Broadway, 13th Floor
New York, New York 10271
REFERENCE: Delaware American Life Insurance Company of NY
REFERENCE: AGIFDAL0012
Attention: Sue Klein

with duplicate notice to Delaware American Life Insurance Company of New York at the address first provided above.

Name of Nominee in which Notes are to be issued: None

Taxpayer I.D. Number: 51-0104167

                                                       PRINCIPAL AMOUNT
          NAME AND ADDRESS                              OF NOTES TO BE
            OF PURCHASERS                                 PURCHASED

                                                   SERIES A        SERIES B

JEFFERSON PILOT FINANCIAL INSURANCE COMPANY          $0           $8,500,000
P.O. Box 21008
Greensboro, North Carolina 27420
Attention: Securities Administration - 3630
Telefacsimile: (336) 691-3025
Overnight Mail Address:
100 North Greene Street
Greensboro, North Carolina 27401

Payments

All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as "Moore North America Finance, Inc., 8.05% Senior Notes, Series B, Due March 25, 2009, PPN 61580# AB 2, principal, premium or interest") to:

Jefferson Pilot Financial Insurance Company c/o The Bank of New York
ABA #021 000 018 BNF: IOC566
Attention: P&I Department

Notices

All notices of payment on or in respect of the Notes and written confirmation of each such payment, to be addressed to:

Jefferson Pilot Financial Insurance Company c/o The Bank of New York
P.0. Box 19266
Newark, NJ 07195
Attention: P&I Department

with duplicate notice to Jefferson Pilot Financial Insurance Company at the address first provided above.

All notices and communications other than those in respect to payments to be addressed as first provided above.

Name of Nominee in which Notes are to be issued: None

Taxpayer LD. Number: 62-0395665

                                                       PRINCIPAL AMOUNT
          NAME AND ADDRESS                              OF NOTES TO BE
            OF PURCHASERS                                 PURCHASED

                                                   SERIES A        SERIES B

MUTUAL SERVICE LIFE INSURANCE CO.                      $0         $1,000,000
c/o MSI Insurance
Two Pine Tree Drive - Suite 534E
Arden Hills, MN 55112

Payments

All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as "Moore North America Finance, Inc., 8.05% Senior Notes, Series B, Due March 25, 2009, PPN 61580# AB 2, principal, premium or interest") to:

Norwest Bank Minnesota
ABA: 091000019

Trust Clearing Account 0000840245
Attn: Kevin Morgan (612) 667-8017
For Credit to: Mutual Service Life Insurance Co. Account #13109900

Notices

All notices of payment on or in respect of the Notes and written confirmation of each such payment, to be addressed to:

Attn: Ron Kaliebe 534E
Mutual Service Life Insurance Company Two Pine Tree Drive
Arden Hills, Minnesota 55112-3793

All notices and communications other than those in respect to payments to be addressed as first provided above.

Name of Nominee in which Notes are to be issued: None

Taxpayer I.D. Number: 41-020-3970

                                                       PRINCIPAL AMOUNT
          NAME AND ADDRESS                              OF NOTES TO BE
            OF PURCHASERS                                 PURCHASED

                                                   SERIES A        SERIES B

THE OLD LINE LIFE INSURANCE COMPANY OF AMERICA        $0          $3,000,000
c/o American General Corporation
P.O. Box 3247
Houston, Texas 77253-3247
Attention: Investment Research Department, A37-O1
Facsimile Number: (713) 831-1366

Overnight Mailing Address:
2929 Allen Parkway, A37-O1
Houston, Texas 77019-2155

Payments

All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as "Moore North America Finance, Inc., 8.05% Senior Notes, Series B, Due March 25, 2009, PPN 61580# AB 2, principal, premium or interest") to:

State Street Bank and Trust Company
ABA #011000028
Boston, Massachusetts 02101

Re: The Old Line Life Insurance Company of America AC-5152-585-5
OBI=PPN # and description of payment Fund Number PA 79

Notices

All notices of payment on or in respect of the Notes and written confirmation of each such payment to:

The Old Line Life Insurance Company of America and PA 79 c/o State Street Bank and Trust Company Insurance Services WES2S
105 Rosemont Road
Westwood, Massachusetts 02090
Facsimile Number: (781) 302-8005

Duplicate payment notices and all other correspondences to be addressed as first provided above.

Name of Nominee in which Notes are to be issued: None

Taxpayer I.D. Number: 39-0515140

                                                       PRINCIPAL AMOUNT
          NAME AND ADDRESS                              OF NOTES TO BE
            OF PURCHASERS                                 PURCHASED

                                                   SERIES A        SERIES B

THE PAUL REVERE LIFE INSURANCE COMPANY                 $0         $12,500,000
c/o Provident Investment Management, LLC
One Fountain Square
Chattanooga, Tennessee 37402
Attention: Private Placements
Telefacsimile: (423) 755-3351
Confirmation: (423) 755-1365

Payments

All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds to:

CUDD & CO.

c/o The Chase Manhattan Bank, N.A.
New York, New York
ABA #021 000 021
SSG Private Income Processing
A/C #900-9-000200
Custodial Account Number G06992

Please reference: Issuer: Moore North America Finance, Inc.
PPN: 61580# AB 2

Coupon: 8.05%
Maturity: March 25, 2009
Principal = $___________
Interest = $___________

Notices

All notices and communications, including notices with respect to payments and written confirmation of each such payment, to be addressed as first provided above.

Name of Nominee in which Notes are to be issued: CUDD & CO.

Taxpayer I.D. Number for CUDD & CO.: 13-6022143

                                                       PRINCIPAL AMOUNT
          NAME AND ADDRESS                              OF NOTES TO BE
            OF PURCHASERS                                 PURCHASED

                                                   SERIES A        SERIES B

THE PENN INSURANCE AND ANNUITY COMPANY            $5,000,000          $0
c/o The Penn Mutual Life Insurance Company
600 Dresher Road
Horsham, Pennsylvania 19044
Attention:  Todd M. Fox, Senior Investment Analyst
            Investment Department -C 1 A
            Phone: (215) 956-8523
            Fax: (215) 956-8173

Payments

All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as "Moore North America Finance, Inc., 7.84% Senior Notes, Series A, Due March 25, 2006, PPN 61580# AA 4, principal, premium or interest") to:

Bankers Trust Company
ABA #021 001 033
16 Wall Street
New York, New York 10005

Account #: 99911145
Account Name: Private Placement Journal Further Credit: The Penn Mutual Life Insurance Company A/C #092506

(with proper identification of the payor and breakdown of principal and interest)

Notices

All notices and communications, including notices with respect to payments and written confirmation of each such payment, to be addressed as first provided above.

Name of Nominee in which Notes are to be issued: None

Taxpayer I.D. Number for CUDD & CO.: 23-2142731

                                                       PRINCIPAL AMOUNT
          NAME AND ADDRESS                              OF NOTES TO BE
            OF PURCHASERS                                 PURCHASED

                                                   SERIES A        SERIES B

THE PENN MUTUAL LIFE INSURANCE COMPANY            $5,000,000          $0
600 Dresher Road
Horsham, Pennsylvania 19044
Attention:  Todd M. Fox, Senior Investment Analyst
            Investment Department -C l A
            Phone: (215) 956-8523
            Fax: (215) 956-8173

Payments

All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as "Moore North America Finance, Inc., 7.84% Senior Notes, Series A, Due March 25, 2006, PPN 61580# AA 4, principal, premium or interest") to:

Bankers Trust Company
ABA #021 001 033
16 Wall Street
New York, New York 10005

Account #: 99911145
Account Name: Private Placement Journal Further Credit: The Penn Mutual Life Insurance Company A/C #092497

(with proper identification of the payor and breakdown of principal and interest)

Notices

All notices and communications, including notices with respect to payments and written confirmation of each such payment, to be addressed as first provided above.

Name of Nominee in which Notes are to be issued: None

Taxpayer I.D. Number: 23-0952300

                                                               PRINCIPAL AMOUNT
          NAME AND ADDRESS                                      OF NOTES TO BE
            OF PURCHASERS                                           PURCHASED

                                                   SERIES A                      SERIES B
PRINCIPAL LIFE INSURANCE COMPANY                Five Separate Notes in the         $0
c/o Principal Capital Management, LLC               following amounts:
801 Grand Avenue                                        $15,000,000
Des Moines, Iowa 50392-0800                              7,890,000
Attention: Investment Department - Securities            4,320,000
Telefacsimile: (515) 248-2490                            2,310,000
Confirmation: (515) 248-3495                              480,000

Payments

All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds to:

Norwest Bank Iowa, N.A.
7th and Walnut Streets
Des Moines, Iowa 50309
ABA #073000228

OBI PFGSE (S) B0062049()

For credit to Principal Life Insurance Company
Account No. 0000014752

Accompanying Information:
Name of Company: Moore North America Finance, Inc. Description of Security: 7.84% Senior Notes Issuance Date: ____________________ Security Number: PPN 61580# AA 4
Bond Number 1-B-62049
Due Date and Application (as among principal, premium and interest) of the payment being made

All notices with respect to payments to:

Principal Capital Management, LLC
801 Grand Avenue
Des Moines, Iowa 50392-0960
Attention: Investment Accounting - Securities Telefacsimile: (515) 248-2643
Confirmation: (515) 247-0689

All other notices and communications to be addressed to:

Principal Capital Management, LLC
801 Grand Avenue
Des Moines, Iowa 50392-0800
Attention: Investment Department - Securities Telefacsimile: (515) 248-2490
Confirmation: (515) 248-3495

Name of Nominee in which Notes are to be issued: None

Taxpayer I.D. Number: 42-0127290

                                                        PRINCIPAL AMOUNT
          NAME AND ADDRESS                               OF NOTES TO BE
            OF PURCHASERS                                  PURCHASED

                                                   SERIES A        SERIES B
PROVIDENT LIFE AND ACCIDENT INSURANCE COMPANY          $0      Two Notes in the
c/o Provident Investment Management, LLC                     following amounts:
One Fountain Square                                                  $6,500,000
Chattanooga, Tennessee 37402                                          6,000,000
Attention: Private Placements
Telefacsimile: (423) 755-3351
Telephone: (423) 755-1365

Payments

All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds to:

CUDD & CO.

c/o The Chase Manhattan Bank
New York, New York
ABA #021-000-021
SSG Private Income Processing
A/C #900-9-000200
Custodial Account Number G06704

Please reference: Issuer: Moore North America Finance, Inc.
PPN: 61580# AB 2

Coupon: 8.05%
Maturity: March 25, 2009
Principal = $_____________
Interest = $______________

Notices

All notices and communications, including notices with respect to payments and written confirmation of each such payment, to be addressed as first provided above.

Name of Nominee in which Notes are to be issued: CUDD & CO.

Taxpayer I.D. Number for CUDD & Co.: 13-6022143

                                                        PRINCIPAL AMOUNT
          NAME AND ADDRESS                               OF NOTES TO BE
            OF PURCHASERS                                  PURCHASED

                                                   SERIES A        SERIES B

SOUTHERN FARM BUREAU LIFE INSURANCE              $15,000,000          0
  COMPANY
1401 Livingston Lane
Jackson, Mississippi 39213
Attention: Carol Robertson

Payments

All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as "Moore North America Finance, Inc., 7.84% Senior Notes, Series A, Due March 25, 2006, PPN 61580# AA 4, principal, premium or interest") to:

State Street Bank and Trust Company 225 Franklin Street
Boston, Massachusetts 02101
ABA #011000028
For further credit to: Account #5984-812-7 Southern Farm Bureau Life Insurance Company #EQ83

Notices

All notices of payment on or in respect of the Notes and written confirmation of each such payment, to be addressed as first provided above.

All other communications, including Waivers, Amendments, Consents and financial information should be sent to:

Southern Farm Bureau Life Insurance Company P.O. Box 78
Jackson, Mississippi 39205
Attention: Investment Department

or by overnight delivery to:
1401 Livingston Lane
Jackson, Mississippi 39213

Contact Person:     Carol Robertson, CFA
                    Telephone: (601) 981-7422 extension 506
                    Facsimile: (601) 981-3605

Name of Nominee in which Notes are to be issued: None

Taxpayer I.D. Number: 64-0283583

                                                        PRINCIPAL AMOUNT
          NAME AND ADDRESS                               OF NOTES TO BE
            OF PURCHASERS                                  PURCHASED

                                                   SERIES A        SERIES B

THE TRAVELERS INSURANCE COMPANY                       $0          $10,000,000
One Tower Square
Hartford, Connecticut 06183-2030
Attention: Investment Group-Private Placements
Telefacsimile: (860) 954-5243

Payments

All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as "Moore North America Finance, Inc., 8.05% Senior Notes, Series B, Due March 25, 2009, PPN 61580# AB 2, principal, premium or interest") to:

The Travelers Insurance Company - Consolidated Private Placement Account No. 910-2-587434 The Chase Manhattan Bank, N.A.
One Chase Manhattan Plaza
New York, New York 10081
ABA #021000021

Notices

All notices and communications to be addressed as first provided above, except notices with respect to payment and written confirmation of each such payment, to be addressed:

The Travelers Insurance Company
One Tower Square
Hartford, Connecticut 06183-2030
Attention: Investment Group--Cashier Telefacsimile: (860) 277-2299

Name of Nominee in which Notes are to be issued: TRAL & CO

Taxpayer I.D. Number: 06-0566090

                                                        PRINCIPAL AMOUNT
          NAME AND ADDRESS                               OF NOTES TO BE
            OF PURCHASERS                                  PURCHASED

                                                   SERIES A        SERIES B

THE UNITED STATES LIFE INSURANCE                     $0            $5,000,000
  COMPANY IN THE CITY OF NEW YORK
c/o American General Corporation
P.O. Box 3247
Houston, Texas 77253-3247
Attention: Investment Research Department, A37-O1
Facsimile Number: (713) 831-1366

Overnight Mailing Address:
2929 Allen Parkway, A37-O1
Houston, Texas 77019-2155

Payments

All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as "Moore North America Finance, Inc., 8.05% Senior Notes, Series B, Due March 25, 2009, PPN 61580# AB 2, principal, premium or interest") to:

State Street Bank and Trust Company
ABA #011000028
Boston, Massachusetts 02101

Re: The United States Life Insurance Company in the City of New York AC-6956-534-9
OBI=PPN and description of payment
Fund Number PA 77

Notices
All notices of payment on or in respect of the Notes and written confirmation of each such payment to:

The United States Life Insurance Company in the City of New York and PA 77 c/o State Street Bank and Trust Company Insurance Services Custody WES2S
105 Rosemont Road
Westwood, Massachusetts 02090
Facsimile Number: (781) 302-8005

Duplicate payment notices and all other correspondences to be addressed as first provided above.

Name of Nominee in which Notes are to be issued: None

Taxpayer I.D. Number: 13-5459480

                                                        PRINCIPAL AMOUNT
          NAME AND ADDRESS                               OF NOTES TO BE
            OF PURCHASERS                                  PURCHASED

                                                   SERIES A        SERIES B

USAA LIFE INSURANCE COMPANY                          $0           $25,000,000
c/o USAA IMCO
USAA Building, BK D04N
9800 Fredericksburg Road
San Antonio, Texas 78288

Payments

All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as "Moore North America Finance, Inc., 8.05% Senior Notes, Series B, Due March 25, 2009, PPN 61580# AB 2, principal, premium or interest") to:

Bankers Trust Company/USAA
ABA #021001033

Private Placement Processing
AC #99 911 145
for credit to: USAA Life Insurance Company Account Number 99717

Notices

All notices with respect to payments and written confirmation of each such payment, to be addressed to:

USAA Life Insurance Company
c/o FSC Portfolio Accounting
USAA Building, OP-01-E
9800 Fredericksburg Road
San Antonio, Texas 78288

All other communications to be addressed to:

Insurance Company Portfolios
USAA IMCO

USAA Building, BK D04N
9800 Fredericksburg Road
San Antonio, Texas 78288

Delivery of Notes:

Bankers Trust Company
16 Wall Street
4th Floor, Window 44
Re: USAA #99717
New York, New York 10015

Name of Nominee in which Notes are to be issued: Salkeld & Co.

Taxpayer I. D. Number: 74-1472662

                                                        PRINCIPAL AMOUNT
          NAME AND ADDRESS                               OF NOTES TO BE
            OF PURCHASERS                                  PURCHASED

                                                   SERIES A        SERIES B

USAA CASUALTY INSURANCE COMPANY                       $0          $25,000,000
c/o USAA IMCO
USAA Building, BK D04N
9800 Fredericksburg Road
San Antonio, Texas 78288

Payments

All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as "Moore North America Finance, Inc., 8.05% Senior Notes, Series B, Due March 25, 2009, PPN 61580# AB 2, principal, premium or interest") to:

Bankers Trust Company/USAA
ABA #021001033

Private Placement Processing
AC #99 911 145
for credit to: USAA Casualty Insurance Company Account Number 99731

Notices

All notices with respect to payments and written confirmation of each such payment, to be addressed to:

USAA

c/o FSC Portfolio Accounting
USAA Building, OP-01-E
9800 Fredericksburg Road
San Antonio, Texas 78288

All other communications to be addressed to:

Insurance Company Portfolios
USAA IMCO

USAA Building, BK D04N
9800 Fredericksburg Road
San Antonio, Texas 78288

Delivery of Notes:

Bankers Trust Company
16 Wall Street
4th Floor, Window 44
Re: USAA #99731
New York, New York 10015

Name of Nominee in which Notes are to be issued: Salkeld & Co.

Taxpayer I. D. Number: 59-3019540

                                                        PRINCIPAL AMOUNT
          NAME AND ADDRESS                               OF NOTES TO BE
            OF PURCHASERS                                  PURCHASED

                                                   SERIES A        SERIES B
WOODMEN ACCIDENT AND LIFE COMPANY                 $3,000,000          $0
P.O. Box 82288
Lincoln, Nebraska 68501
Attention: Securities Division
Telecopy Number: (402) 437-4392

Payments

All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as "Moore North America Finance, Inc., 7.84% Senior Notes, Series A, Due March 25, 2006, PPN 61580# AA 4, principal, premium or interest") to:

U.S. Bank
ABA # 104-000-029

for credit to: Woodmen Accident and Life Company Account Number 1-494-0092-9092

Notices

All notices and communications, including notices with respect to payments and written confirmation of each such payment, to be addressed as first provided above; provided, however, all notices and communications delivered by overnight courier shall be addressed as follows:

Woodmen Accident and Life Company
1526 K Street
Lincoln, Nebraska 68508
Attention: Securities Division

Name of Nominee in which Notes are to be issued: None

Taxpayer I.D. Number: 47-0339220

DEFINED TERMS

As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

"Affiliate" means, at any time, and with respect to any Person, (a) any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person, and (b) any Person beneficially owning or holding, directly or indirectly, 10% or more of any class of voting or equity interests of the Parent Corporation or any Subsidiary (including, without limitation, the Company and any Constituent Company Guarantor) or any corporation of which the Parent Corporation and its Subsidiaries beneficially own or hold, in the aggregate, directly or indirectly, 10% or more of any class of voting or equity interests. As used in this definition, "Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Unless the context otherwise clearly requires, any reference to an "Affiliate" is a reference to an Affiliate of the Parent Corporation.

"Attributable Indebtedness", means in connection with any Sale and Leaseback Transaction entered into within the limitations of SECTION 10.5(d), as of the date of any determination thereof, the greater of (a) the fair market value of the property or assets which is or are the subject of such Sale and Leaseback Transaction (as reasonably determined in good faith by the Board of Directors of the Parent Corporation at or about the time of the consummation of such Sale and Leaseback Transaction) and (b) the aggregate amount of Rentals due and to become due (discounted from the respective due dates thereof at the interest rate implicit in such Rentals and otherwise in accordance with GAAP) under the lease relating to such Sale and Leaseback Transaction.

"Bank Credit Agreement" means that certain Credit Agreement dated as of August 10, 1995 among FRDK, as the Borrower, the Parent Corporation, as the guarantor, certain commercial banks, as the lenders, and The Bank of Nova Scotia, as the agent for the lenders, as amended by the First Amendment dated as of September 1, 1995, the Second Amendment dated as of August 8, 1996, the Third Amendment dated as of August 7, 1997, the Fourth Amendment dated as of August 6, 1998, the Fifth Amendment dated as of January 29, 1999, and as from time to time further supplemented, amended, renewed or replaced.

"Business Day" means (a) for the purposes of SECTION 8.8 only, any day other than a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized to be closed, and (b) for the purposes of any other provision of this Agreement, any day other than a Saturday, a Sunday or a day on which commercial banks in Toronto, Ontario or New York, New York are required or authorized to be closed.

"Canadian $" or "Canadian Dollars" shall mean lawful money of Canada in same day immediately available freely transferable funds, or, if such funds are not available, the form of

SCHEDULE B
(to Note Purchase Agreement)

money of Canada that is customarily used in the settlement of international banking transactions on the date payment is due hereunder.

"Capitalized Lease Liabilities" means all monetary obligations of the Parent Corporation or any of its Subsidiaries under any leasing or similar arrangement which, in accordance with GAAP, would be classified as capitalized leases, and, for purposes of this Agreement and the Other Agreements the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP, and the stated maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty.

"Closing" is defined in SECTION 3.

"Code" means the United States Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from time to time.

"Company" means Moore North America Finance, Inc., a Delaware corporation.

"Confidential Information" is defined in SECTION 21.

"Consolidated Debt" means all Debt of the Parent Corporation and its consolidated Subsidiaries, determined on a consolidated basis after eliminating inter-company transactions among the Parent Corporation and the consolidated Subsidiaries.

"Consolidated EBITDA" for any period means the sum of (a) Consolidated Net Income during such period plus (to the extent deducted in determining Consolidated Net Income) (b) all provisions for any United States or Canadian Federal, provincial, state, local or other income taxes made by the Parent Corporation and its Subsidiaries during such period, (c) all provisions for depreciation or amortization (other than the amortization of debt discount) made by the Parent Corporation and its Subsidiaries during such period, (d) Consolidated Interest Expense during such period, and (e) the restructuring charge relating to the restructuring program announced in July 1998 by the Parent Corporation and more fully described in the Memorandum.

"Consolidated Interest Expense" means all interest (including the interest component on Rentals on Capital Leases) and all amortization of debt discount and expense on any particular Indebtedness (including, without limitation, payment-in-kind, zero coupon and other like securities) for which such calculations are being made. Computations of Interest Expense on a pro forma basis for Indebtedness having a variable interest rate shall be calculated at the rate in effect on the date of any determination.

"Consolidated Net Income" for any period means, the net income (or loss) of the Parent Corporation and its Subsidiaries for such period (taken as a cumulative whole), as determined in accordance with GAAP, after eliminating all offsetting debts and credits between the Parent Corporation and its Subsidiaries and all other items required to be eliminated in the course of the

preparation of consolidated financial statements of the Parent Corporation and its Subsidiaries in accordance with GAAP.

"Consolidated Net Worth" means, as of the date of any determination thereof, the amount of the capital stock accounts (net of treasury stock, at cost) plus (or minus in the case of a deficit) the surplus in retained earnings of the Parent Corporation and its consolidated Subsidiaries as determined in accordance with GAAP.

"Consolidated Priority Indebtedness" means all Priority Indebtedness of the Parent Corporation and its consolidated Subsidiaries determined on a consolidated basis eliminating inter-company items.

"Consolidated Total Capitalization" means as of the date of any determination thereof, the sum of (a) Consolidated Debt plus (b) Consolidated Net Worth.

"Constituent Company Guarantor" is defined in SECTION 2.2(b).

"Constituent Company Guaranty" is defined in SECTION 2.2(b)

"Contingent Liability" means any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the Indebtedness of any other Person (other than by endorsements of instruments in the course of collection), or guarantees the payment of dividends or other distributions upon the shares of any other Person. The amount of any Person's obligation under any Contingent Liability at any time shall (subject to any limitation set forth therein) be deemed to be the outstanding principal amount of the Indebtedness guaranteed thereby at such time.

"Control Group" means the Parent Corporation and any employee benefit, stock purchase, pension or savings plan of the Parent Corporation or any of its Subsidiaries.

"Corresponding Subsidiary Obligation" is defined in SECTION 2.2(c).

"Debt" means the outstanding amount of all Indebtedness of the Parent Corporation and its Subsidiaries of the type referred to in clauses (a), (b) and
(c) of the definition of "Indebtedness", determined on a consolidated basis for the Parent Corporation and its Subsidiaries, other than Qualified Receivables Financings.

"Default" means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become an Event of Default.

"Default Rate" means that rate of interest that is the greater of (i) 2% per annum above the rate of interest stated in clause (a) of the first paragraph of the Notes or (ii) 2% over the rate of interest publicly announced by The Bank of Nova Scotia in New York, New York as its "base" or "prime" rate.

"Designated Priority Indebtedness" means, at any time, any Debt of the Parent Corporation's Subsidiaries (other than Qualified Parity Priority Indebtedness) in an aggregate principal amount not to exceed U.S. $76,800,000 at any one time outstanding existing as of the date of Closing and described on SCEHDULE 5.15, provided that (a) of such U.S. $76,800,000 of existing Designated Priority Indebtedness, an amount not at any time exceeding U.S. $20,000,000 thereof may be reallocated or consolidated into a single Subsidiary which is not a Material Subsidiary, with the effect and result that the aggregate amount of Designated Priority Indebtedness for which such Subsidiary is liable will not exceed U.S. $20,000,000 in the aggregate, (b) the Parent Corporation shall have caused any Subsidiary (other than the Company and FRDK) which is liable in respect of any Designated Priority Indebtedness and which is liable in respect of any Qualified Parity Priority Indebtedness to have complied with the provisions of SECTION 9.1.7, (c) any Subsidiary directly or indirectly liable for any Designated Priority Indebtedness (other than Moore North America in respect of the Existing Moore North American Credit Facilities) shall be organized and domiciled in a jurisdiction outside of the United States of America or Canada (other than any Subsidiary that is liable solely because of the requirement herein contained to have complied with the provisions of SECTION 9.1.7 and which has so complied), (d) the aggregate amount of Indebtedness of Moore North America which may be included in any determination of Designated Priority Indebtedness shall be limited to the Existing Moore North America Credit Facilities and any extension, renewal or replacement thereof (without increase in the aggregate amount of Indebtedness for which Moore North America may be liable in connection therewith), and (e) subject always to the limitations contained in the foregoing clauses (a) through (d), any such Designated Priority Indebtedness may be renewed, extended, refunded or replaced from time to time and may be reallocated from one Subsidiary to another Subsidiary which is not a Material Subsidiary.

"Environmental Laws" means any and all Canada and United States federal, provincial, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of human health or the environment or the release of any materials into the environment, including but not limited to those related to hazardous substances or wastes or Hazardous Materials, air emissions and discharges to waste or public systems.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

"ERISA Affiliate" means any trade or business (whether or not incorporated) that is treated as a single employer together with the Company under Section 414 of the Code.

"Event of Default" is defined in SECTION 12.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Existing Moore North America Credit Facilities" means (a) that certain Uncommitted Line of Credit dated as of August 1, 1998 provided by Mellon Bank,
(b) certain loans from Community Economic Betterment Account payable on July 1, 2000, and (C) certain City of

Albany Industrial Revenue Bonds due October 1, 2004, all existing as of date of Closing and described on SCHEDULE 5.1.15.

"FRDK" means FRDK, Inc., a New York corporation.

"GAAP" means generally accepted accounting principles as in effect in Canada on the date of the Closing.

"Governmental Authority" means

(a) the government of

(i) Canada or any political subdivision thereof, or

(ii) the United States of America or any State or other political subdivision thereof, or

(iii) any jurisdiction in which the Parent Corporation or any Subsidiary (including, without limitation, the Company and any Constituent Company Guarantor) conducts all or any part of its business, or which asserts jurisdiction over any properties of the Parent Corporation or any Subsidiary, or

(b) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.

"Hazardous Material" means any and all pollutants, toxic or hazardous wastes or any other substances, including all substances listed in or regulated under any Environmental Law, that might pose a hazard to health or safety, the removal of which may be required or the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage, or filtration of which is or shall be restricted, regulated, prohibited or penalized by any applicable law (including, without limitation, asbestos, urea formaldehyde foam insulation and polychlorinated biphenyls).

"Hedging Obligations" means, with respect to any Person, all liabilities of such Person under interest rate swap agreements, interest rate cap agreements and interest rate collar agreements, and all other agreements or arrangements designed to protect such Person against fluctuations in interest rates or currency exchange rates.

"Indebtedness" of any Person means, without duplication:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

(b) all obligations, contingent or otherwise, relative to the face amount of all letters of credit, whether or not drawn, and banker's acceptances issued for the account of such Person;

(c) all obligations of such Person as lessee under leases which have been or should be, in accordance with GAAP, recorded as Capitalized Lease Liabilities;

(d) all other items which, in accordance with GAAP, would be included as liabilities on the liability side of the balance sheet of such Person as of the date at which Indebtedness is to be determined;

(e) net amounts owing by such Person under all Hedging Obligations (after giving effect to amounts owed to such Person under such Hedging Obligations which it is permitted to set off against amounts payable by it thereunder or any defense to payment it may have, including as a result of a default by a counterparty);

(f) whether or not so included as liabilities in accordance with GAAP, all obligations of such Person to pay the deferred purchase price of property or services, and indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; and

(g) all Contingent Liabilities of such Person in respect of any of the foregoing, but excluding any commercial letter of credit entered into in the ordinary course of business by any bank or other financial institution relating to the export or import of properties or any letter of credit entered into in the ordinary course of business by any such bank or other financial institution relating to the performance by such Person of its obligations under any contract or agreement (other than any note, credit, loan or other financial instrument or like agreement);

provided that Indebtedness shall not include any Qualified Receivables Financing. For all purposes of this Agreement, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer which has liability as a general partner, unless, in any such case, no holder of such Indebtedness has any recourse to such Person in respect thereof.

"Institutional Investor" means (a) any original purchaser of a Note, (b) any holder of a Note holding more than 5% of the aggregate principal amount of the Notes then outstanding, and (c) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form.

"Intercreditor Agreement" means an Intercreditor Agreement in customary and commercially reasonable form by and among (a) holders of at least a majority in outstanding principal amount of the Notes, (b) each Person which is a holder of or to whom any Qualified

Parity Priority Indebtedness of a Material Subsidiary is owed (but not any Person which is a holder of or to whom any Registered Public Offering Debt or Qualified Rule 144A Offering Debt is owed), and (c) each Person which is a holder of or to whom any Designated Priority Indebtedness is owed, if the Subsidiary which is the issuer of such Designated Priority Indebtedness is also directly or indirectly liable in respect of any Qualified Parity Priority Indebtedness, pursuant to which Intercreditor Agreement each of the Persons which is a party thereto shall agree to share on an equal and ratable basis, based upon the aggregate outstanding principal amount of Qualified Parity Priority Indebtedness or Designated Priority Indebtedness, as the case may be, held by or owed to each such Person, any proceeds realized from the payment or collection of any such Qualified Parity Priority Indebtedness or Designated Priority Indebtedness held by or owed to any such Person.

"Lien" means, with respect to any Person, any mortgage, lien, pledge, charge, security interest or other encumbrance, or any interest or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention agreement or lease capitalized in accordance with GAAP, upon or with respect to any property or asset of such Person (including in the case of stock, stockholder agreements, voting trust agreements and all similar arrangements).

"Long-Term Lease" means any lease of real or personal property (other than a lease capitalized in accordance with GAAP) having an original term, including any period for which the lease may be renewed or extended at the option of the lessor, of more than three years.

"Make-Whole Amount" is defined in SECTION 8.8.

"Material" means material in relation to the business, operations, affairs, financial condition, assets, properties or prospects of the Parent Corporation and its Subsidiaries (including, without limitation, the Company and any Constituent Company Guarantor) taken as a whole.

"Material Adverse Effect" means a material adverse effect on (a) the business, operations, affairs, financial condition, assets, properties or prospects of the Parent Corporation and its Subsidiaries (including, without limitation, the Company and any Constituent Company Guarantor) taken as a whole, or (b) the ability of the Parent Corporation to perform its obligations under the Parent Guaranty, (c) the ability of the Company to perform its obligations under this Agreement and the Notes, or (d) the validity or enforceability of this Agreement (including, without limitation, the Parent Guaranty), the Notes or any Constituent Company Guaranty.

"Material Subsidiary" has the meaning given to the term "Significant Subsidiary" in Regulation S-X of the Securities and Exchange Commission as the same may be amended or modified from time to time.

"Memorandum" is defined in SECTION 5.1.3.

"Minority Interests" means any shares of stock of any class of a Subsidiary (other than directors' qualifying shares as required by law) that are not owned by the Parent Corporation and/or one or more of its Subsidiaries. Minority Interests shall be valued by valuing Minority Interests constituting preferred stock at the voluntary or involuntary liquidating value of such preferred stock, whichever is greater, and by valuing Minority Interests constituting common stock at the book value of capital and surplus applicable thereto adjusted, if necessary, to reflect any changes from the book value of such common stock required by the foregoing method of valuing Minority Interests in preferred stock.

"Moore North America" means Moore North America, Inc., a Delaware corporation.

"Multiemployer Plan" means any Plan that is a "multiemployer plan" (as such term is defined in Section 4001(a)(3) of ERISA).

"Non-U.S. Pension Plan" means any plan, fund, or other similar program established or maintained outside the United States of America by the Parent Corporation or any one or more of the Subsidiaries primarily for the benefit of employees of the Parent Corporation or such Subsidiaries residing outside the United States of America, which plan, fund or other similar program provides for retirement income for such employees or a deferral of income for such employees in contemplation of retirement and is not subject to ERISA or the Code.

"Notes" is defined in SECTION 1.

"Officer's Certificate" means a certificate of a Senior Financial Officer or of any other officer of the Parent Corporation whose responsibilities extend to the subject matter of such certificate.

"Other Agreements" is defined in SECTION 2.1.

"Other Purchasers" is defined in SECTION 2.1.

"Parent Corporation" means Moore Corporation Limited, a company formed under the laws of Ontario, Canada.

"Parent Guaranty" is defined in SECTION 2.2(A).

"PBGC" means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any successor thereto.

"Person" means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, or a government or agency or political subdivision thereof.

"Plan" means an "employee benefit plan" (as defined in Section 3(3) of ERISA and that is subject to ERISA) that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or

required to be made, by the Parent Corporation or any ERISA Affiliate or with respect to which the Parent Corporation or any ERISA Affiliate may have any liability.

"Preferred Stock" means any class of capital stock of a corporation that is preferred over any other class of capital stock of such corporation as to the payment of dividends or the payment of any amount upon liquidation or dissolution of such corporation.

"Priority Indebtedness" means (a) any Debt of the Parent Corporation secured by any Lien created or incurred within the limitations of SECTION 10.4(I), (b) any Debt of the Parent Corporation's Subsidiaries (excluding Qualified Parity Priority Indebtedness and Designated Priority Indebtedness), and (c) any Attributable Indebtedness created or incurred in connection with any Sale and Leaseback Transaction within the limitations of SECTION 10.5(D).

"property" or "properties" means, unless otherwise specifically limited, real or personal property of any kind, tangible or intangible, choate or inchoate.

"Purchase Money Indebtedness" is defined in SECTION 10.3(D).

"Qualified Rule 144A Offering Debt" means Debt (a) of any Subsidiary which is not a Material Subsidiary and in respect of which no Material Subsidiary is directly or indirectly liable, and (b) which has been issued to an initial purchaser in a transaction exempt from registration under the Securities Act pursuant to Rule 144A and/or Regulation S thereunder and which Debt such initial purchaser intends to resell concurrently or substantially concurrently with such initial purchase to one or more (i) "Qualified Institutional Buyers", as defined in Rule 144A under the Securities Act, in a transaction meeting the requirements of Rule 144A, (ii) institutional accredited investors as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act or (iii) outside the United States in compliance with Regulation S under Securities Act, and in each such case in accordance with all applicable Securities laws of the states of the United States, and not directly by such Subsidiary to such Qualified Institutional Buyers, institutional accredited investors or persons located outside the United States pursuant to an agented, institutional private placement, provided that the outstanding principal amount of any such Debt shall, in any event, be included U.S. Dollar for U.S. Dollar in any determination of Qualified Parity Priority Indebtedness within the limitations of clause (a) of the definition thereof.

"QPAM Exemption" means Prohibited Transaction Class Exemption 84-14 issued by the United States Department of Labor.

"Qualified Parity Priority Indebtedness" means at any time (a) any Debt (other than the Notes) of the Parent Corporation's Subsidiaries in an aggregate amount not exceeding at any time U.S. $545,000,000, and (b) any Debt of the Parent Corporation's Subsidiaries outstanding at such time evidenced by the Notes in an aggregate amount not exceeding U.S. $200,000,000, provided that (i) the Parent Corporation shall have caused any Material Subsidiary and any other Subsidiary (other than FRDK) which is directly or indirectly liable in respect of any Qualified Parity Priority Indebtedness to have complied with the applicable provisions of SECTION 9.1.7, and (ii) the Parent Corporation shall have caused each Person (in addition to the Required Holders) which is a holder of or to whom any Qualified Party Priority Indebtedness is directly or

indirectly owed (other than any Person which is the holder of or to whom Registered Public Offering Debt or Qualified Rule 144A Offering Debt is owed) to be a party to the Intercreditor Agreement to the extent contemplated by and as provided in SECTION 9.1.7.

"Qualified Receivables Financing" means any sale, securitization or other disposition of accounts receivable or inventory in an aggregate principal, face or notional amount not to exceed U.S. $60,000,000.

"Registered Public Offering Debt" means Debt (a) of any Subsidiary which is not a Material Subsidiary and in respect of which Debt no Material Subsidiary is directly or indirectly liable, and (b) which has been (i) sold pursuant to an effective Registration Statement filed with the United States Securities and Exchange Commission under the Securities Act and in accordance with all applicable Securities laws of the states of the United States, or pursuant to a prospectus in any province of Canada or (ii) is eligible to be listed or traded on any Designated Offshore Securities Market (as defined in Rule 902 of the Securities Act), provided that the outstanding principal amount of any such Debt shall, in any event, be included U.S. Dollar for U.S. Dollar in any determination of Qualified Parity Priority Indebtedness within the limitations of clause (a) of the definition thereof.

"Relevant Taxes" is defined in SECTION 15.3.

"Rentals" means and includes as of the date of any determination thereof all fixed payments (including as such all payments which the lessee is obligated to make to the lessor on termination of the lease or surrender of the property) payable by the Parent Corporation or a Subsidiary, as lessee or sublessee under a lease of real or personal property, but shall be exclusive of any amounts required to be paid by the Parent Corporation or a Subsidiary (whether or not designated as rents or additional rents) on account of maintenance, repairs, insurance, taxes and similar charges. Fixed rents under any so-called "percentage leases" shall be computed solely on the basis of the minimum rents, if any, required to be paid by the lessee regardless of sales volume or gross revenues.

"Required Holders" means, at any time, the holders of at least 51% in principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Parent Corporation or any of its Affiliates).

"Responsible Officer" means any Senior Financial Officer and any other officer of the Parent Corporation with responsibility for the administration of the relevant portion of this Agreement.

"Sale and Leaseback Transaction" is defined in SECTION 10.5.

"Securities Act" means the Securities Act of 1933, as amended from time to time.

"Security" shall have the same meaning as in Section 2(1) of the Securities Act.

"Senior Financial Officer" means the chief financial officer, principal accounting officer, treasurer or comptroller of the Parent Corporation.

"Senior Indebtedness " means all Indebtedness of the Parent Corporation which is not expressed to be subordinate or junior in rank to any other Indebtedness of the Parent Corporation.

"Subsidiary" means, as to any Person, any corporation, association or other business entity in which such Person or one or more of its Subsidiaries or such Person and one or more of its Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the absence of contingencies, to elect a majority of the directors (or Persons performing similar functions) of such entity, and any partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned by such Person or one or more of its Subsidiaries or such Person and one or more of its Subsidiaries (unless such partnership can and does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries). Unless the context otherwise clearly requires, any reference to a "Subsidiary" is a reference to a Subsidiary of the Parent Corporation.

"Tax " means any present or future tax, levy, impost, duty, charge, assessment or fee of any nature that is imposed by any Governmental Authority or any taxing authority thereof.

"Tax Indemnity Amount" is defined in SECTION 15.3.

"Taxing Jurisdiction" is defined in SECTION 15.3.

"Third Party Guaranties" is defined in SECTION 10.3(d).

"U.S. $" or "U.S. Dollars" shall mean lawful money of the United States of America in same day immediately available freely transferable funds, or, if such funds are not available, the form of money of the United States of America that is customarily used in the settlement of international banking transactions on the date payment is due hereunder.

"United States Taxes" is defined in SECTION 15.3.

"Voting Stock" means Securities of any class or classes, the holders of which are ordinarily, in the absence of contingencies, entitled to elect a majority of the corporate directors (or Persons performing similar functions).

"Wholly-owned Subsidiary" means, at any time, any Subsidiary one hundred percent (100%) of all of the equity interests (except directors' qualifying shares) and voting interests of which are owned by any one or more of the Parent Corporation and the Parent Corporation's other Wholly-owned Subsidiaries at such time.

DEBENTURE PURCHASE AGREEMENT dated as of the 12th day of December, 2000.

B E T W E E N:

MOORE CORPORATION LIMITED,
a corporation incorporated under the
laws of the Province of Ontario,

(hereinafter referred to as the "Corporation"),

- and -

CHANCERY LANE/GSC INVESTORS L.P.,
a limited partnership formed under the
laws of the State of Delaware,

(hereinafter referred to as the "Purchaser").

THIS AGREEMENT WITNESSETH THAT in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each party), the parties agree as follows:

1. INTERPRETATION.

1.1 DEFINITIONS. Where used in this Agreement and any Schedule annexed hereto or in any amendments hereto, the following terms shall have the following meanings, respectively:

"AFFILIATE" means, at any time, and with respect to any Person, any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person. As used in this definition, "CONTROL" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Unless the context otherwise clearly requires, any reference to an "Affiliate" is a reference to an Affiliate of the Corporation;

"ANCILLARY AGREEMENTS" means the Standstill Agreement and the Registration Rights Agreement;

"BOARD" means the Board of Directors of the Corporation;

"BUSINESS DAY" means a day which is not a Saturday, a Sunday or a day observed as a holiday in Toronto, Ontario or New York, New York;

"CAPITAL LEASE" means, at any time, a lease with respect to which the lessee is required concurrently to recognize the acquisition of an asset and the incurrence of a liability in accordance with GAAP;

"CEO" has the meaning set out in section 6.1(c);

"CLAIM" has the meaning set out in section 9.2;

"CLOSING" has the meaning set out in section 3.2;

"CLOSING DATE" has the meaning set out in section 3.2;

"CODE" means the United States Internal Revenue Code of 1986, as amended;

"COMMON SHARES" means the common shares in the capital of the Corporation as currently constituted, any shares resulting from the change of the designation of such common shares, and any shares into which such common shares may be changed, converted, exchanged or reclassified;

"CONFIDENTIAL INFORMATION" has the meaning set out in Section 13.2(a);

"CONVERSION SHARES" means the Common Shares issuable upon the exercise of the rights of conversion contained in the Debentures in accordance with their terms;

"CORPORATION" means Moore Corporation Limited;

"DEBENTURE CERTIFICATE" means the certificate representing a Debenture and containing the terms and conditions thereof, substantially in the form annexed hereto as Exhibit 1;

"DEBENTURES" means the 8.70% Subordinated Convertible Debentures in the principal amount of $70,500,000 to be issued by the Corporation and to be purchased by the Purchaser pursuant to Article 3 hereof, including any such Debentures issued in substitution therefor pursuant to this Agreement or the Debenture Certificate;

"DEFAULT" means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become an Event of Default;

"ENVIRONMENTAL LAWS" means any and all applicable national, federal, state, provincial, local and foreign statutes, laws, regulations, ordinances, binding agreements with Governmental Authorities, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or

governmental restrictions or Environmental Permits relating to pollution and the protection of the environment, natural resources or human health or the release of any materials into the environment, including but not limited to those related to the Release of Hazardous Substances and to worker health and safety, in effect from time to time;

"ENVIRONMENTAL PERMITS" means all licenses, permits, approvals, consents, certificates, registrations or other similar authorizations required under Environmental Laws;

"EVENT OF DEFAULT" has the meaning given to that term in subsection 8.1 of the Debenture Certificate;

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended;

"EXCHANGES" means The Toronto Stock Exchange and the New York Stock Exchange;

"GAAP", in respect of any Person, means generally accepted accounting principles as in effect from time to time in the country of organization of such Person (it being understood that for the Corporation, GAAP means Canadian GAAP);

"GENERAL PARTNER" means CLGI, Inc., a Delaware corporation and the general partner of the Purchaser;

"GOVERNMENTAL AUTHORITY" means any national, federal, state, provincial, county, municipal, district or local government or government body, or any public administrative or regulatory agency, political subdivision, commission, court, arbitral body, board or body, or representative of any of the foregoing, foreign or domestic, of, or established by any such government or government body which has authority in respect of a particular matter or any quasi-governmental body having the right to exercise any regulatory authority thereunder;

"GUARANTEE" means, with respect to any Person, any obligation (except the endorsement in the ordinary course of business of negotiable instruments for deposit or collection) of such Person guaranteeing or in effect guaranteeing any indebtedness, dividend or other obligation of any other Person (other than Guarantees between members of such Person's consolidated financial reporting group) in any manner, whether directly or indirectly, including (without limitation) obligations incurred through an agreement, contingent or otherwise, by such Person:

(a) to purchase such Indebtedness or obligation or any property constituting security therefor;

(b) to advance or supply funds (i) for the purchase or payment of such Indebtedness or obligation, or (ii) to maintain any working capital or other balance sheet condition

or any income statement condition of any other Person or otherwise to advance or make available funds for the purchase or payment of such Indebtedness or obligation;

(c) to lease properties or to purchase properties or services primarily for the purpose of assuring the owner of such Indebtedness or obligation of the ability of any other Person to make payment of the Indebtedness or obligation; or

(d) otherwise to assure the owner of such Indebtedness or obligation against loss in respect thereof;

"HAZARDOUS SUBSTANCES" means any pollutants, contaminants, hazardous or toxic substances or wastes, materials containing asbestos, petroleum or any fraction or derivative thereof, radioactive materials or any other element, compound, mixture, solution or substances that is classified or regulated from time to time under any Environmental Law;

"HOLDER" or "HOLDER" means the Purchaser or such other Person or Persons to whom the Purchaser has transferred Debentures in whole or in part in accordance with the provisions of this Agreement;

"INTEREST PAYMENT DATE" means each March 31, June 30, September 30 and December 31 in each year, commencing March 31, 2001;

"INDEBTEDNESS" means, in respect of any Person at any date, without duplication,
(a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of such Person's business), (c) all obligations of such Person evidenced by notes, bonds, debentures (including the Debentures) or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all Capital Leases of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party under acceptance, letter of credit or similar facilities, (g) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any capital stock (other than common shares) of such Person, (h) all Guarantees of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above to the extent quantified as liabilities, contingent obligations or like term in accordance with GAAP on the balance sheet (including notes thereto) of such Person, (i) all obligations of the kind referred to in clauses (a) through (h) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (including, without limitation, accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation, (but only to the extent of the fair market value of such Property), (j) all Swaps of such Person and (k) the liquidation value of any preferred capital stock of such Person or its Subsidiaries held by any Person other than such Person and its Wholly-Owned Subsidiaries;

"INDEMNIFIED PARTY" has the meaning set out in section 9.2;

"INDEMNIFYING PARTY" has the meaning set out in section 9.2;

"LIEN" means, with respect to any Person, any voluntary or involuntary, mortgage, lien, pledge, charge, security interest, right of first offer, right of first refusal or other similar right or obligation under a shareholders or similar agreement, or other encumbrance, or any interest or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention agreement or Capital Lease, upon or with respect to any property or asset of such Person (including in the case of shares, shareholder agreements, voting trust agreements and all similar arrangements);

"LOSSES", in respect of any matter, means all claims, demands, proceedings, losses, damages (other than punitive or consequential damages and including incidental damages), liabilities, diminution in value, deficiencies, costs and expenses (including, without limitation, all reasonable legal and other professional fees and disbursements and all interest, penalties and amounts paid in settlement) arising directly or indirectly as a consequence of such matter;

"MATERIAL" means material in relation to the business, operations, results of operations, financial or other condition, assets, properties or liabilities of the Corporation and its Subsidiaries taken as a whole;

"MATERIAL ADVERSE EFFECT" means a material adverse effect on (a) the business, operations, results of operations, financial or other condition, assets, properties or liabilities of the Corporation and its Subsidiaries taken as a whole, or (b) the ability of the Corporation to perform its obligations under this Agreement, the Ancillary Agreements and the Debentures, or (c) the validity or enforceability of this Agreement, the Ancillary Agreements or the Debentures;

"MATERIAL CONTRACT" has the meaning set out in section 4.1(r);

"ONTARIO SECURITIES ACT" means the Securities Act (Ontario), as the same may be amended, re-enacted or replaced from time to time;

"OSC" means the Ontario Securities Commission;

"PASSIVE INVESTORS" shall mean any limited partners or other similar equity holders in the Purchaser or any other collective investment vehicle that is an Affiliate of the Purchaser or the General Partner;

"PERSON" means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization or Governmental Authority;

"PREFERENCE SHARES" means the preference shares in the capital of the Corporation;

"PROPERTY" or "PROPERTIES" means, unless otherwise specifically limited, real or personal property of any kind, tangible or intangible, choate or inchoate;

"PUBLIC FILINGS" has the meaning set out in section 4.1(n)(i);

"PURCHASE PRICE" has the meaning set out in section 3.1;

"PURCHASER GROUP" shall mean, collectively, each member of the Restricted Group and each Passive Investor;

"REGISTRATION RIGHTS AGREEMENT" means the registration rights agreement to be entered into by the Corporation and the Purchaser on the Closing Date, substantially in the form annexed hereto as Exhibit 2, as amended, supplemented, changed or modified from time to time;

"RELEASE" means any release, spill, emission, discharge, leak, disposal, dispersal, leaching or migration into the indoor or outdoor environment;

"RELEASE DATE" means the date which is six months after the earliest to occur of the date on which (i) the Purchaser does not designate persons for nomination as directors pursuant to section 6.1(b) or exercise its contractual right pursuant to this Agreement to approve nominees pursuant to section 6.1(d)(i), having irrevocably waived its contractual rights pursuant to this Agreement to do so and having caused the persons designated for nomination as directors pursuant to section 6.1(b) to resign from the Board if requested to do so by a majority of the members of the Board other than those designated for nomination pursuant to section 6.1(b) and 6(d)(i) (even if such persons thereafter remain on the Board if not requested to resign by the Board), or (ii) the Purchaser no longer has any contractual rights pursuant to this Agreement relating to Board representation as a result of the operation of section 6.3 and has caused the persons designated for nomination as directors pursuant to section 6.1(b) to resign from the Board if requested to do so by a majority of the members of the Board other than those designated for nomination pursuant to section 6.1(b) and
6(d)(i) (even if the Purchaser's designees thereafter remain on the Board if not requested to resign by the Board);

"REPRESENTATIVES" has the meaning set out in section 13.2(b);

"RESPONSIBLE OFFICER" means any Senior Financial Officer and any other officer of the Corporation reasonably expected to have knowledge of the matter as to which such officer's knowledge is required;

"RESTRICTED GROUP" shall mean:

(a) the Purchaser;

(b) the General Partner;

(c) Chancery Lane Capital, LLC;

(d) Greenwich Street Capital Partners II, L.P.; and

(e) the respective Affiliates of the Persons named in clauses (a) through (d);

provided, that, for the avoidance of doubt, DB Capital Partners and its Affiliates shall not be members of the Restricted Group.

"SEC" means the Securities and Exchange Commission;

"SENIOR FINANCIAL OFFICER" means the chief financial officer, treasurer or controller of the Corporation;

"SIGNIFICANT SUBSIDIARY" means any Subsidiary that, as of the relevant date of determination, had assets that had a fair market value representing 10% or more of the total consolidated assets of the Corporation and its Subsidiaries or revenues representing 10% or more of the total consolidated revenues of the Corporation and its Subsidiaries;

"STANDSTILL AGREEMENT" means the standstill agreement to be entered into and dated as of the Closing Date among the Corporation, the Purchaser and the General Partner, substantially in the form annexed hereto as Exhibit 3, as amended, supplemented, changed or modified from time to time;

"SUBSIDIARY" means, as to any Person, any corporation, association or other business entity in which such Person or one or more of its Subsidiaries or such Person and one or more of its Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the absence of contingencies, to elect a majority of the directors (or Persons performing similar functions) of such entity, and any partnership, limited liability company or joint venture if more than a 50% interest in the profits or capital thereof is owned by such Person or one or more of its Subsidiaries or such Person and one or more of its Subsidiaries (unless such partnership, limited liability company or joint venture can and does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries). Unless the context otherwise clearly requires, any reference to a "Subsidiary" is a reference to a Subsidiary of the Corporation;

"SWAPS" means, with respect to any Person, payment obligations with respect to interest rate swaps, currency swaps and similar obligations obligating such Person to make payments, whether periodically or upon the happening of a contingency. For the purposes of this Agreement, the amount of the obligation under any Swap shall be the amount determined in respect thereof as of the end of the then most recently ended fiscal quarter of such Person, based on the assumption that such

Swap had terminated at the end of such fiscal quarter, and in making such determination, if any agreement relating to such Swap provides for the netting of amounts payable by and to such Person thereunder or if any such agreement provides for the simultaneous payment of amounts by and to such Person, then in each such case, the amount of such obligation shall be the net amount so determined;

"TIME OF CLOSING" has the meaning set out in section 3.2;

"TSE NOTICE" means the notice required to be filed by the Corporation with, and accepted by, The Toronto Stock Exchange pursuant to section 619 of the Company Manual of The Toronto Stock Exchange;

"U.S. SECURITIES ACT" means the Securities Act of 1933, as amended from time to time; and

"WHOLLY-OWNED SUBSIDIARY" means, at any time, any Subsidiary one hundred percent (100%) of all of the equity interests (except directors' qualifying shares) and voting interests of which are owned by any one or more of the Corporation and the Corporation's other Wholly-Owned Subsidiaries at such time.

1.2 RULES OF CONSTRUCTION. Unless the context otherwise requires, in this Agreement:

(a) "Agreement", "this Agreement", "the Agreement", "hereto", "hereof", "herein", "hereby", "hereunder" and similar expressions mean or refer to this Agreement as amended from time to time, including the Schedules and Exhibits annexed hereto or to any amendment to this Agreement, and any agreement or instrument supplemental hereto and the expressions "Article", "section", "Schedule" and "Exhibit" followed by a number or letter mean and refer to the specified Article, section, Schedule or Exhibit of this Agreement;

(b) the division of this Agreement into Articles and sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation thereof;

(c) words importing the singular number only shall include the plural and vice versa and words importing the use of any gender shall include all genders;

(d) reference to any agreement, indenture or other instrument in writing means such agreement, indenture or other instrument in writing as amended, modified, replaced or supplemented from time to time;

(e) reference to any statute shall be deemed to be a reference to such statute as amended, re-enacted or replaced from time to time;

(f) if there is any conflict or inconsistency between the provisions contained in the body of this Agreement and those of any Schedule or Exhibit (other than the Ancillary Agreements) hereto, the provisions contained in the body of this Agreement shall prevail;

(g) time periods within which a payment is to be made or any other action is to be taken hereunder shall be calculated excluding the day on which the period commences and including the day on which the period ends; and

(h) whenever any payment to be made or action to be taken hereunder is required to be made or taken on a day other than a Business Day, such payment shall be made or action taken on the next following Business Day.

1.3 SEVERABILITY. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such determination shall not impair or affect the validity, legality or enforceability of the remaining provisions hereof, and each provision is hereby declared to be separate, severable and distinct. To the extent that any such provision is found to be invalid, illegal or unenforceable, the parties hereto shall act in good faith to substitute for such provision, to the extent possible, a new provision with content and purpose as close as possible to the provision so determined to be invalid, illegal or unenforceable.

1.4 GOVERNING LAW; CONSENT TO JURISDICTION. This Agreement shall be construed, interpreted and enforced in accordance with, and the respective rights and obligations of the parties shall be governed by, the laws of the State of New York. Each of the parties hereby submits to the exclusive jurisdiction of the courts of the State of New York and all courts competent to hear appeals therefrom, and waives any objection as to venue in the County of New York, State of New York with respect to any suit, claim or other dispute arising out of or related to this Agreement, the Ancillary Agreements or the Debentures.

1.5 WAIVER OF IMMUNITY. To the extent that any of the parties hereto has or hereafter may be entitled to claim or may acquire, for itself or any of its assets, any immunity from suit, jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations hereunder or under the Ancillary Agreements or the Debentures to which it may be a party to the fullest extent permitted by applicable law and, without limiting the generality of the foregoing, agrees that the waivers set forth in this Section 1.5 shall be effective to the fullest extent now or hereafter permitted under the Foreign Sovereign Immunities Act of 1976 of the United States of America and are intended to be irrevocable for purposes of such Act.

1.6 WAIVER OF JURY TRIAL. Each party hereto hereby waives, to the fullest extent permitted by applicable laws, any right it may have to a trial by jury in respect of any litigation

directly or indirectly arising out of, under or in connection with this Agreement, the Ancillary Agreements or the Debentures. Each party hereto (a) certifies that no representative, agent or counsel of the other party has represented expressly or otherwise that the other party would not, in the event of litigation, seek to enforce the foregoing waiver, and (b) acknowledges that it and the other party hereto have been induced to enter into this Agreement, the Ancillary Agreements and the Debentures by, among other things, the mutual waivers and certifications contained in this section 1.6.

1.7 CURRENCY. Except as otherwise provided herein, all references to currency herein are to lawful money of the United States of America.

2. AUTHORIZATION OF DEBENTURES.

2.1 The Corporation has authorized the issuance and sale of $70,500,000 aggregate principal amount of its 8.70% subordinated convertible debentures due 2009 (the "Debentures", such term to include any such debentures issued in substitution therefor pursuant to this Agreement or the Debenture Certificate). The Debentures shall be substantially in the form set out in Exhibit 1, with such changes therefrom, if any, as may be approved by the Purchaser and the Corporation.

3. PURCHASE OF DEBENTURES.

3.1 CREATION, ISSUANCE AND SALE. Subject to the terms and conditions hereof, the Purchaser hereby agrees to purchase from the Corporation, and the Corporation hereby agrees to create, issue and sell to the Purchaser, free and clear of any and all Liens, other than any Liens created by the Purchaser, this Agreement, the Ancillary Agreements or the Debenture Certificate, an aggregate of $70,500,000 in principal amount of Debentures at 100% of the principal amount thereof (the "Purchase Price"). Upon the Closing, the Purchaser will be the record and beneficial owner of all the Debentures.

3.2 CLOSING. The closing of the purchase and sale of the Debentures (the "Closing") shall take place at 10:00 a.m. (Toronto time) (the "Time of Closing") at the offices of Davies, Ward & Beck LLP or Sullivan & Cromwell on the first Business Day (no earlier than December 20, 2000) after the conditions in Sections 7.1 and 7.2 hereof have been satisfied (other than those conditions regarding the delivery of closing documentation) or waived, or at such other date, time and place as may be agreed upon by the parties in writing, provided that on such date the conditions set forth in sections 7.1 and 7.2 shall have been satisfied (other than those conditions regarding the delivery of closing documentation) or waived (such closing day or such other time being hereinafter referred to as the "Closing Date") or at such other place as may be agreed by the parties. At the Closing the Corporation will deliver to the Purchaser the Debentures in the form of a single Debenture Certificate (or such greater number of Debenture Certificates in denominations of at least $100,000, as the Purchaser may request) dated the Closing Date and registered in the Purchaser's name, against delivery by the Purchaser to the Corporation or to its order of immediately available funds in the

amount of the Purchase Price therefor by wire transfer for the account of the Corporation to such bank account as the Corporation shall have notified the Purchaser in writing at least two Business Days prior to the Closing Date.

3.3 ISSUE DATE. The Debentures will be issued and be dated as of the Closing Date and in the form of the Debenture Certificate.

3.4 DELIVERY OF CLOSING DOCUMENTS. At the Time of Closing on the Closing Date, the Corporation shall deliver to or to the order of the Purchaser the definitive Debentures, the documentation contemplated herein and such further documentation as counsel for the Purchaser may reasonably require against payment of the Purchase Price for the Debentures pursuant to section 3.2.

4. REPRESENTATIONS AND WARRANTIES

4.1 REPRESENTATIONS AND WARRANTIES OF THE CORPORATION. The Corporation represents and warrants to the Purchaser as follows (in each case except as disclosed in the applicable referenced paragraphs of the Disclosure Letter of even date herewith delivered by the Corporation to the Purchaser in connection with the transactions contemplated hereby (the "Disclosure Letter")) and acknowledges that the Purchaser is relying upon such representations and warranties in connection with any purchase by it of the Debentures:

(a) ORGANIZATION; POWER AND AUTHORITY. The Corporation and each of its Significant Subsidiaries is duly incorporated or organized and is validly subsisting under the laws of its jurisdiction of incorporation or organization; the Corporation and each of its Significant Subsidiaries has all necessary corporate or other legal power and authority to own or lease its property and to carry on its business as presently carried on by it and the Corporation has all necessary corporate power and authority to execute and deliver this Agreement, the Ancillary Agreements and the Debentures and to comply with its obligations hereunder and thereunder. The Corporation and each of its Significant Subsidiaries is duly qualified as a corporation or other applicable legal entity to carry on business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the property owned or leased by it makes such qualification necessary except where any failure to so qualify would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.

(b) AUTHORIZED CAPITAL. The authorized capital of the Corporation consists of an unlimited number of Preference Shares and an unlimited number of Common Shares, of which, on December 8, 2000, no Preference Shares and 88,456,940 Common Shares are issued and outstanding and all of which are validly issued, fully paid, non-assessable and free of pre-emptive rights.

(c) NO OPTIONS, ETC. As of December 8, 2000, there are no outstanding agreements, warrants, options, rights or privileges, pre-emptive or contractual, capable of becoming an agreement, including convertible or exchangeable securities, to subscribe for, purchase or otherwise acquire, or otherwise obligating the Corporation or any of its Subsidiaries to issue, any shares of the Corporation or any of its Subsidiaries or securities convertible into or exchangeable for shares of the Corporation or any of its Subsidiaries, other than, on December 8, 2000: (i) options to purchase an aggregate of 5,836,286 Common Shares held by employees of the Corporation and its Subsidiaries, of which options to purchase 2,207,059 Common Shares are vested and exercisable as of December 8, 2000, and the remaining options to acquire 3,629,227 Common Shares are not vested or exercisable as of December 8, 2000, and which become vested and exercisable in accordance with the terms of the relevant plans; (ii) rights under joint venture and similar agreements governing Subsidiaries that are not Significant Subsidiaries; and (iii) as contemplated by this Agreement. Section 4.1(c) of the Disclosure Letter sets forth the vesting schedules and exercise prices of such options. Neither the Corporation nor any of its Subsidiaries is a party to any voting or sale agreements with respect to the Corporation's or any Subsidiary's share capital. Except as set forth in the Public Filings, neither the Corporation nor any of its Subsidiaries is under any obligation to redeem or purchase any of the Corporation's or any Subsidiary's outstanding securities.

(d) AUTHORIZATION, ETC. The directors of the Corporation have taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement, the Ancillary Agreements and the Debentures. No action of the shareholders of the Corporation is required to authorize the execution, delivery and performance of this Agreement, the Ancillary Agreements or the Debentures. Each of this Agreement and the Ancillary Agreements has been, and upon execution and delivery thereof to the Purchaser the Debentures will be, duly executed and delivered on behalf of the Corporation and constitute and will constitute legal, valid and binding obligations of the Corporation enforceable by the Purchaser in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency or other laws of general application affecting the enforcement of creditors' rights and subject to the qualification that specific performance and injunction, being equitable remedies, may be granted only in the discretion of a court of competent jurisdiction.

(e) CORPORATE ACTION. All necessary corporate action of the directors of the Corporation has been taken to authorize the due creation, issue and sale of the Debentures and to issue the Conversion Shares. No action of the shareholders of the Corporation is required to authorize the due creation, issue and sale of the Debentures or the issue of the Conversion Shares. Upon the issuance thereof and payment therefor as

provided herein, the Debentures and the Conversion Shares will be validly issued, fully paid, non-assessable and free of pre-emptive rights or any other Liens, other than any Liens created by the Purchaser, this Agreement, the Ancillary Agreements or the Debenture Certificate.

(f) NO CHANGE IN ARTICLES OR BY-LAWS. Except as permitted by Section 5.4 hereof on or after the date of this Agreement, change or amendment has been made or authorized by the directors or shareholders of the Corporation to the articles or by-laws of the Corporation, in each case since December 31, 1998. The Corporation is not in violation of any provision of its articles or by-laws.

(g) COMPLIANCE WITH LAWS, OTHER INSTRUMENTS, ETC. None of: (i) the authorization, execution, delivery or performance by the Corporation of this Agreement, the Ancillary Agreements or the Debentures, including, without limitation, the allotment and issuance of the Conversion Shares; or (ii) the issuance and sale of the Debentures as provided herein, (A) will violate the provision of any statute or other rule or regulation of any Governmental Authority applicable to the Corporation or any of its Subsidiaries or (B) will contravene, result in any breach of or is in conflict with and does not and will not result in a breach of and does not and will not create a state of facts which after notice or lapse of time or both will result in a breach of any of the terms or provisions of the articles or by-laws of the Corporation or any of its Subsidiaries, the resolutions of the directors or shareholders of the Corporation or any of its Subsidiaries or any Material indenture, instrument, agreement or undertaking to which the Corporation or any of its Subsidiaries is a party or by which the Corporation or any of its Subsidiaries or the properties or assets of the Corporation or any of its Subsidiaries are or may become bound or results or would result in the creation or imposition of any Lien upon any of the Material Properties or assets of the Corporation or any of its Subsidiaries pursuant to the terms of any such indenture, instrument, agreement or undertaking or result in any acceleration or other change in rights of others or an imposition of any penalty or other payments under any of the foregoing.

(h) ORDERS, ETC. As of the date of this Agreement, no order suspending the sale or ceasing the trading of the Common Shares, the sale of the Debentures or the exercise of the conversion rights contained therein or the Conversion Shares, has been issued by any court, securities commission or regulatory authority in Canada or the United States, and no proceedings for such purpose are pending or, to the knowledge of the Responsible Officers of the Corporation, threatened.

(i) REPORTING ISSUER STATUS. The Corporation is a "reporting issuer", as defined in the Ontario Securities Act, has been a reporting issuer in Ontario and the other Provinces of Canada that have a "reporting issuer" concept for at least six months prior to the

date hereof, and is not in material default of any filings required to be made pursuant to the Ontario Securities Act and the regulations made thereunder or pursuant to other securities laws and regulations and rules made thereunder or under the securities laws of the other Provinces of Canada and applicable to the Corporation. The Corporation is a "foreign private issuer", as defined under the Exchange Act, and is eligible to use Form 20-F in accordance with the Exchange Act.

(j) SECURITIES LAWS. Subject to the filing by the Corporation of a Form 45-501F1 pursuant to Rule 45-501 of the OSC within 10 days following the Closing Date, compliance with the requirements of the Exchanges and the Purchaser meeting applicable reporting requirements and requirements as to its status (including purchasing as principal, investment intent and status as a sophisticated purchaser and having not breached its representations set forth in section 4.2(e)), none of the issuance and sale of the Debentures and the allotment or issuance of the Conversion Shares will require registration under the U.S. Securities Act and the registration and prospectus requirements of the Ontario Securities Act or has resulted or will result in any contravention of such securities laws of the United States or Canada or the securities laws of any other applicable jurisdiction (other than blue sky laws), and regulations and rules made thereunder and applicable to the Corporation.

(k) SUBSIDIARIES. Except as disclosed in the Public Filings, the Corporation owns, directly or indirectly, all of the issued and outstanding shares of capital stock of its Significant Subsidiaries, and as of the date of this Agreement, there are no outstanding agreements, warrants, options, rights or privileges, pre-emptive or contractual, capable of becoming an agreement, including convertible or exchangeable securities, to subscribe for, purchase or otherwise acquire, or otherwise obligating any Significant Subsidiary to issue, purchase or redeem any shares or securities convertible into or exchangeable for shares of any Significant Subsidiary, except for agreements among the Corporation and its Significant Subsidiaries.

(l) LITIGATION, ETC. As of the date of this Agreement, there is not pending against the Corporation or any of its Subsidiaries or, to the knowledge of the Responsible Officers of the Corporation, threatened against the Corporation or any of its Subsidiaries, any litigation, action, suit or other proceeding by or before any court, tribunal, Governmental Authority, securities commission or regulatory body that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, except as disclosed in the Public Filings.

(m) TAXES. Except as disclosed in the Public Filings, the Corporation and its Subsidiaries have filed all tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments payable by them, to the extent such taxes and assessments have

become due and payable and before they have become delinquent, except for any taxes and assessments the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Corporation or a Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP other than any failures of the foregoing to be true which would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. Except as set forth in the Public Filings, no deficiencies exist or have been asserted with respect to taxes of the Corporation or any of its Subsidiaries, no unresolved controversies regarding taxes exist with respect to the Corporation or any of its Subsidiaries and neither the Corporation nor any of its Subsidiaries is a party to any action or proceeding for assessment or collection of taxes, nor has any such event been asserted or, to the knowledge of the Responsible Officers, threatened against the Corporation or any of its Subsidiaries or any of their respective assets, except for failures of the foregoing to be true which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(n) FILED DOCUMENTS AND FINANCIAL STATEMENTS.

(i) Each of the documents filed by the Corporation with the SEC under the U.S. Securities Act and the Exchange Act and the OSC under the Ontario Securities Act and other Canadian securities regulatory authorities under Canadian securities legislation since December 31, 1998 (the "Public Filings") complied as to form in all material respects with all of the applicable requirements of the Ontario Securities Act, the U.S. Securities Act, the Exchange Act and other applicable Canadian securities legislation, as applicable, and did not contain any untrue statement of a material fact or omit to state any material fact required to be contained therein or necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading, except to the extent superseded by subsequent filings in effect as of the date of this Agreement and included in the Public Filings. Any financial statements contained in such filings (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Corporation and its Subsidiaries as of the respective dates and the consolidated results of their operations and cash flows for the respective periods and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to the absence of footnote disclosure and normal year-end adjustments which are not expected to be material), except to the extent superseded by subsequent filings in effect as of the date of this Agreement and included in the Public Filings.

(ii) The Corporation does not have any undisclosed liabilities of the kind that are required to be disclosed in a balance sheet (including the notes thereto) under GAAP except for liabilities (A) set forth in its September 30, 2000 balance sheet included in the Public Filings (including the notes thereto) or (B) liabilities incurred in the ordinary course of business since September 30, 2000, which would not, individually or in the aggregate, have a Material Adverse Effect.

(iii) Since December 31, 1999, except as set forth in the Public Filings, there has been no Material Adverse Effect (other than any effects caused by general economic conditions or the public announcement of the transactions contemplated by this Agreement). Since September 30, 2000, except as disclosed in the Public Filings, the Corporation has conducted its business in the ordinary course, except for any conduct that (A) relates to the negotiation and entry into the transactions contemplated hereby and the negotiation of similar transactions or (B) individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

(o) LISTING. The Common Shares are listed and posted for trading on the Exchanges. The Corporation is in good standing with the Exchanges and in full compliance with the rules and regulations thereof.

(p) TITLE TO PROPERTY. Except as disclosed in the Public Filings, the Corporation and its Subsidiaries have good and valid title to their respective Properties, free and clear of all Liens (other than purchase money security interests and liens under capital leases), and the Corporation and its Subsidiaries have full right to use their assets and properties as currently used, except for failures of the foregoing to be true that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

(q) LICENSES, PERMITS, ETC. Except as disclosed in the Public Filings, the Corporation and its Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents, copyrights, service marks, trademarks and trade names, or rights thereto, necessary to conduct their businesses as currently conducted, which are not, to the knowledge of the Responsible Officers, in conflict with the rights of others and are not in breach of any of the same, all of which are in good standing and full force and effect, in each case except for failures of the foregoing to be true that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

(r) CONTRACTUAL OBLIGATIONS. Except as disclosed in the Public Filings, the Corporation and its Subsidiaries are in compliance with all of the Corporation's material contracts

(including any contract evidencing Indebtedness) which a corporation registered under Section 12 of the Exchange Act would be required to file in response to Item 10 of Rule 601 of Regulation S-K promulgated under the U.S. Securities Act (together, the "Material Contracts") and neither the Corporation nor its Subsidiaries is, or has received any written notice or otherwise has (through its Responsible Officers) any knowledge that any other party is, in default under any such Material Contract, in each case other than failures of the foregoing to be true which would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; except as set forth in the Public Filings, to the knowledge of the Responsible Officers no event or condition exists with respect to any such Material Contract that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Material Contract to be in default, in all cases except for those defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as set forth in the Public Filings, since December 31, 1999, the Corporation and its Subsidiaries have not waived or relinquished any right under any contract, other than waivers or relinquishments which would not, individually or in aggregate, reasonably be expected to have a Material Adverse Effect.

(s) STATUS UNDER CERTAIN STATUTES. Neither the Corporation nor any Subsidiary is subject to regulation under the Investment Company Act of 1940, as amended, the Public Utility Holding Company Act of 1935, as amended, the Interstate Commerce Act, as amended, or the Federal Power Act, as amended.

(t) FOREIGN CORRUPT PRACTICES ACT. The Corporation and its Subsidiaries and each of their respective officers, directors and employees are not in violation of section 30A of the Exchange Act or any similar non-U.S. statute or law.

(u) NO BROKERS OR FINDERS. No agent, broker, finder, or investment or commercial banker (other than RBC Dominion Securities Inc. and Morgan Stanley Dean Witter, as to whose fees and expenses the Corporation shall have full responsibility and the Purchaser shall have no responsibility) or other Person or firm engaged by or acting on behalf of the Corporation or any Subsidiary in connection with the negotiation, execution or performance of this Agreement or the transactions contemplated by this Agreement, is or will be entitled to any brokerage or finder's or similar fee or other commission as a result of this Agreement or such transactions.

(v) COMPLIANCE WITH LAWS. Since December 31, 1998, the Corporation and its Subsidiaries have complied with and are not in violation in any material respect of any applicable laws including, without limitation, Environmental Laws, orders, judgments and decrees, in all cases except for any violations that would not reasonably be expected to have a Material Adverse Effect.

(w) STATE TAKEOVER STATUS. No takeover statute or regulation having consequences similar to Section 203 of the Delaware General Corporation Law applies to this Agreement, the Ancillary Agreements or the Debentures or any of the transactions contemplated hereby or thereby. Neither the Corporation nor any of its Subsidiaries has any rights plan, preference shares or similar arrangement which have any of the aforementioned consequences in respect of the transactions contemplated hereby.

(x) RELATED PARTY TRANSACTIONS. Except as disclosed in the Public Filings and except for Indebtedness or contractual amounts aggregating not more than $3,000,000, no director, officer, partner, "affiliate" or "associate" (as such terms are defined in Rule 12b-2 under the Exchange Act) of the Corporation or any of its Subsidiaries, to the knowledge of the Corporation:

(i) has outstanding indebtedness or other similar obligations to the Corporation or any of its Subsidiaries in excess of $60,000; and

(ii) is otherwise a party to any contract, arrangement or understanding with the Corporation or any of its Subsidiaries except for any such contract, arrangement or understanding providing for (A) such Person's employment by the Corporation or one of its Subsidiaries and arrangements relating thereto, or (B) employee or other fringe benefits, or (C) options or other rights, granted pursuant to stock option plans of the Corporation.

4.2 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser represents and warrants to the Corporation as follows and acknowledges that the Corporation is relying upon such representations and warranties in connection with the sale of the Debentures:

(a) ORGANIZATION; POWER AND AUTHORITY. The Purchaser is a limited partnership duly organized and is validly existing under the laws of Delaware; the General Partner is the sole general partner of the Purchaser; the General Partner has all necessary corporate power to execute and deliver this Agreement and each of the Ancillary Agreements on behalf of the Purchaser and the Purchaser has all necessary partnership power to enter into this Agreement and each of the Ancillary Agreements and to comply with its obligations hereunder and thereunder. All of the capital stock of the General Partner is owned by an Affiliate of Chancery Lane Capital, LLC. Greenwich Street Capital Partners II, L.P. is a limited partner of the Purchaser. DB Capital Partners is a limited partner of the Purchaser and holds no other interest in the Purchaser or the General Partner.

(b) AUTHORIZATION, ETC. The General Partner has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements; this Agreement and the Ancillary Agreements have been duly

executed and delivered by the General Partner on behalf of the Purchaser and constitute the legal, valid and binding obligations of the Purchaser enforceable by the Corporation in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws of general application affecting the enforcement of creditors' rights and subject to the qualification that specific performance and injunction, being equitable remedies, may be granted only in the discretion of a court of competent jurisdiction.

(c) COMPLIANCE WITH LAWS, OTHER INSTRUMENTS, ETC. Neither: (i) the authorization, execution, delivery or performance by the Purchaser of this Agreement and the Ancillary Agreements; or (ii) the purchase of the Debentures as provided herein, is in conflict with and does not and will not result in any breach of and does not and will not create a state of facts which after notice or lapse of time or both will result in a breach of any of the terms or provisions of the limited partnership agreement of the Purchaser, the resolutions of the board of directors of the General Partner or any Material indenture, instrument, agreement or undertaking to which the Purchaser is a party or by which the Purchaser or the properties or assets of the Purchaser are or may become bound, or results or would result in the creation or imposition of any security interest, mortgage, Lien, charge or encumbrance of any nature whatsoever upon any of the Material properties or assets of the Purchaser pursuant to the terms of any such indenture, instrument, agreement or undertaking.

(d) NO ORDERS. To the knowledge of the Purchaser, after reasonable inquiry, no order suspending the purchase of the Debentures by the Purchaser has been issued by any court, securities commission or regulatory authority in Canada or the United States, and no proceedings for such purpose are pending or threatened.

(e) PURCHASE FOR INVESTMENT. The purchase of the Debentures is being made by the Purchaser as principal, for investment purposes only, and not with a view to, or for, resale, distribution or any present intention of distributing or selling the Debentures, the Conversion Shares or any part thereof. Each of the Purchaser's limited partners has acquired its interest in the Purchaser for its own account as principal, for investment purposes only, and not with a view to, or for, resale, distribution or granting a participation therein, in whole or in part, in violation of applicable securities laws and no other person has a direct or indirect beneficial interest in the interest of such limited partner. The Purchaser and each of its limited partners acknowledges that it has been given access to all information regarding the Corporation, the future business, condition and operations of the Corporation that the Purchaser and its limited partners have requested in order to evaluate its investment in the Debentures. The Purchaser understands that the Debentures are being offered and sold in reliance on specific exemptions from applicable securities laws and that the Corporation is relying upon the truth and accuracy of the representations,

warranties, acknowledgements and understanding set forth herein in order to determine the applicability of such exemptions and the suitability of the Purchaser and each of its limited partners to acquire the Debentures. Nothing in this section 4.2(e) or any investigation or right of investigation of the Purchaser shall be deemed or construed to limit the Purchaser's right to rely fully on the representations and warranties of the Corporation to the Purchaser contained in this Agreement, the Ancillary Agreements and the Debenture. The Purchaser is purchasing as principal for its own account and the Purchaser and each limited partner of the Purchaser is an "accredited investor" as the term is defined in Regulation D under the U.S. Securities Act and a Person who has contributed at least Cdn.$150,000 for the purchase of the Debentures.

(f) ACKNOWLEDGEMENT RE: SECURITIES LAWS. The Purchaser understands, recognizes and acknowledges that neither the Debentures nor the Conversion Shares have been qualified for distribution or registered under any applicable securities legislation, including the Ontario Securities Act, the U.S. Securities Act or any other applicable federal, provincial or state securities laws by reason of exemptions from such requirements being available, and that neither the Debentures nor the Conversion Shares may be sold, pledged, assigned or otherwise disposed of in the absence of compliance with such law or unless an exemption from the application of such law is applicable.

(g) NO PRIOR ACTIVITIES. The Purchaser was formed for the purpose of entering into this Agreement and the Ancillary Agreements and purchasing the Debentures and has not engaged in any other activities other than related thereto. The Restricted Group does not have Beneficial Ownership of Voting Securities (as such terms are defined in the Standstill Agreement) that, when aggregated with the Debentures to be purchased hereunder, would cause the Restricted Group to breach
Section 1 of the Standstill Agreement.

4.3 SURVIVAL OF COVENANTS, REPRESENTATIONS AND WARRANTIES. All covenants, representations and warranties of each party made herein and in the Debenture Certificate, in any certificate or other document delivered by it or on its behalf pursuant to the provisions hereof or otherwise with respect to this Agreement and the transactions contemplated hereby, shall survive the closing of the purchase and sale of the Debentures and, notwithstanding such closing, nor any investigation made by or on behalf of such party, shall continue in full force and effect, subject as hereinafter provided, for a period of eighteen months from the Closing Date for the benefit of the party to whom the covenants, representations and warranties are made; provided, however, that notwithstanding anything herein contained, the representations and warranties contained in sections 4.1(b), (c), (d) and (e) and the representations, warranties and covenants in Section 3 of the Debenture Certificate shall survive the closing of the purchase and sale of the Debentures and shall continue in full force and effect for the benefit of the Purchaser without any limitation period and

the representation and warranty contained in Section 4.1(m) hereof shall survive the closing of the purchase and sale of the Debentures and shall continue in full force and effect for the benefit of the Purchaser until the 60th day after the expiration of the relevant statute of limitations period.

5. COVENANTS OF THE CORPORATION.

5.1 AFFIRMATIVE COVENANTS OF THE CORPORATION. Until the Maturity Date, the Corporation covenants and agrees with the Purchaser that it will do or cause to be done, and, as applicable, will cause its Subsidiaries to do or cause to be done, the following:

(a) use its reasonable best efforts to comply with, satisfy and fulfill promptly all prerequisites, conditions and requirements imposed by or arising out of legal, regulatory and administrative requirements applicable to the Corporation with respect to the consummation of the transactions contemplated hereby, including, without limiting the generality of the foregoing, filing or causing to be filed all documents, certificates, opinions, forms or undertakings required to be filed by the Corporation in connection with the purchase and sale of the Debentures, the issue of the Conversion Shares and the listing and posting for trading of the Conversion Shares on the Exchanges;

(b) maintain its status as a "reporting issuer" in good standing under the Ontario Securities Act and other applicable Canadian securities legislation and as a "registrant" in good standing under the Exchange Act;

(c) maintain the listing or posting for trading of the Common Shares (including the Conversion Shares) on the Exchanges; and

(d) will pay all stamp or duty taxes, if any, associated with the issuance of the Debentures and, on conversion thereof, the issuance of the Conversion Shares.

5.2 AFFIRMATIVE COVENANTS OF THE PURCHASER. The Purchaser covenants and agrees with the Corporation that it will use its reasonable best efforts to comply with, satisfy and fulfill promptly all prerequisites, conditions and requirements imposed by or arising out of legal, regulatory and administrative requirements applicable to the Purchaser with respect to the consummation of the transactions contemplated hereby, including, without limiting the generality of the foregoing, filing or causing to be filed all documents, certificates, opinions, forms or undertakings required to be filed by the Purchaser in connection with the purchase and sale of the Debentures and the issuance of the Conversion Shares.

5.3 USE OF PROCEEDS. The Corporation will use the proceeds of the sale of the Debentures for general corporate purposes only. No part of the proceeds from the sale of the Debentures hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock

within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 207), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Corporation in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220).

5.4 NEGATIVE COVENANTS PRIOR TO CLOSING. The Corporation covenants and agrees with the Purchaser that, until the Closing Date, the Corporation shall not, nor shall it permit any Significant Subsidiary to, without the prior written consent of the Purchaser (which consent shall not be unreasonably withheld or delayed), except as set forth in Section 5.4 of the Disclosure Letter:

(a) propose, authorize or effect any change or amendment to the articles or by-laws of the Corporation;

(b) distribute to the holders of Common Shares, declare, pay or issue (as applicable):

(i) shares of the Corporation of any class, including Common Shares or other securities of the Corporation or any Subsidiary of the Corporation;

(ii) securities convertible into or exchangeable for shares of the Corporation;

(iii) rights, options or warrants, including rights, options or warrants to subscribe for or purchase shares of the Corporation or securities convertible into or exchangeable for shares of the Corporation;

(iv) evidences of Indebtedness; or

(v) any other property or assets;

in each case, other than (A) cash dividends in the ordinary course and (B) shares issued on the exercise of currently issued and outstanding rights (including rights of conversion) or options;

(c) amend, in any material respect, or terminate any Material Contract;

(d) consolidate, merge or amalgamate with or into another body corporate;

(e) transfer, lease or exchange all or substantially all the assets of the Corporation to another body corporate;

(f) change the compensation of employees, other than (1) in connection with the employees hired with the knowledge of the Purchaser on the date hereof and (2) other than payments aggregating $500,000 or less for normal year end bonus compensation

in accordance with existing bonus plans and raises in the ordinary course of business; or

(g) agree or commit to do any of the foregoing.

5.5 VCOC. The rights granted to Purchaser under Section 6.1 and Section 10.1 are intended to satisfy the requirement of management rights for purposes of qualifying the indirect investment by Greenwich Street Capital Partners II, L.P. in the ownership of the Debentures as a venture capital investment for purposes of the Department of Labor "plan asset" regulations, 9 C.F.R. Section 2510.3-101, and in the event such rights are not satisfactory for such purpose, the Corporation and the Purchaser shall reasonably cooperate in good faith to agree upon mutually satisfactory access rights which satisfy such regulations.

6. BOARD REPRESENTATION

6.1 GOVERNANCE. Subject to section 6.3, the Purchaser and the Corporation covenant and agree that, effective upon Closing and unless the Purchaser otherwise consents in writing:

(a) the Board shall have not more than 13 directors (unless the shareholders of the Corporation otherwise resolve against the recommendation of the Board);

(b) Ted Ammon and Fred Eckert (or two other persons specified by the Purchaser as to which a majority of the Board does not have a bona fide objection; it being understood that Mark Angelson and Matthew Kaufman shall not be objectionable to the Board) shall be appointed by the current members of the Board as members of the Board at Closing and the Purchaser shall have the right to designate such Persons for nomination as directors of the Board at each meeting of shareholders of the Corporation beginning with the Corporation's 2001 annual meeting of shareholders;

(c) the Chief Executive Officer of the Corporation (the "CEO"), who shall initially be Robert Burton, shall be appointed by the current members of the Board as a member of the Board at Closing and shall be nominated by the Board as a director at each meeting of shareholders of the Corporation beginning with the Corporation's 2001 annual meeting of shareholders;

(d) the remaining 10 directors of the Board to be nominated as directors by the Board shall include:

(i) Newton Minow and John Stevens (or if Mr. Minow or Mr. Stevens is or are unwilling or unable to serve as directors, another Person or Persons nominated by the Board and acceptable to the Purchaser, acting reasonably, at least one of whom shall be a resident Canadian); and

(ii) eight other Persons nominated by the Board, at least six of whom shall be resident Canadians;

(e) Purchaser shall notify the Corporation in writing of the identity of the Purchaser's nominees pursuant to Section 6.1(b) by no later than the same time shareholder proposals are due as set forth in the Corporation's annual proxy statement filed the year preceding the year of the election, which notice shall be conclusive evidence of the consent of the Purchaser nominees to serve as a director of the Corporation. The notice shall include all information with respect to the Purchaser's nominees as is required to be included in a proxy statement soliciting proxies for the election of directors pursuant to Regulation 14A under the Exchange Act or under applicable Canadian securities law.

6.2 RESIGNATION OF DIRECTORS AT CLOSING. The Corporation may accept the resignation of one or more current members of the Board (effective as of the Time of Closing) in order to give effect to the provisions of section 6.1.

6.3 LOSS OF BOARD REPRESENTATION. If, at any time, the Restricted Group collectively owns Conversion Shares and Debentures that on an as-converted basis would in the aggregate equal less than 50% of the initial number of Conversion Shares to which the Restricted Group is entitled assuming full conversion of the Debentures to be purchased by the Purchaser hereunder (as adjusted following the Closing pursuant to the provisions of the Debenture Certificate), the Purchaser thereafter shall lose its contractual right under this Agreement to designate one of the two persons for nomination pursuant to section 6.1(b) and its contractual right under this Agreement to approve one of the two persons nominated pursuant to section 6.1(d)(i) and shall, if requested by a majority of the members of the Board other than those designated for nomination pursuant to section 6.1(b) and 6.1(d)(i), cause one of the directors it designated for nomination pursuant to section 6.1(b) to resign from the Board. In addition, if, at any time, the Restricted Group owns Conversion Shares or Debentures that on an as-converted basis would in the aggregate equal less than 33% of the initial number of Conversion Shares to which the Restricted Group is entitled assuming full conversion of the Debentures to be purchased by the Purchaser hereunder (as adjusted following the Closing pursuant to the provisions of the Debenture Certificate), the Purchaser thereafter shall have no further rights under section 6.1, and shall, if requested by a majority of the members of the Board other than those designated for nomination pursuant to sections 6.1(b) and 6.1(d)(i), cause the directors it designated for nomination pursuant to section 6.1(b) to resign from the Board.

6.4 SUBSTITUTION OF DISQUALIFIED NOMINEES. If any person identified by name or otherwise designated by the Purchaser pursuant to section 6.1(b) is not qualified to act as a director under the Business Corporations Act (Ontario), the Purchaser shall be entitled to specify another person for nomination in accordance with section 6.1(b). If any person nominated pursuant to section 6.1(d)(i) is not qualified to act as a director under the Business Corporations Act (Ontario), the Board shall nominate another person pursuant to section 6.1(d)(i).

7. CONDITIONS OF CLOSING.

7.1 CONDITIONS OF CLOSING IN FAVOUR OF THE PURCHASER. The obligation of the Purchaser to purchase and pay for the Debentures to be sold to the Purchaser at the Closing is subject to the following conditions precedent for the exclusive benefit of the Purchaser to be fulfilled and/or performed prior to the Time of Closing:

(a) REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Corporation contained in this Agreement or in any certificate or other document delivered pursuant hereto shall be true and correct (or true and correct in all material respects, in the case of any representation or warranty not qualified by its terms as to "Materiality", "material" or "Material Adverse Effect") as of the date of this Agreement or the date of any such certificate or document, as the case may be, and shall also be true and correct (or true and correct in all material respects, in the case of any representation or warranty not qualified by its terms as to "Materiality", "material" or "Material Adverse Effect") on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of such date, except where such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct (or true and correct in all material respects, in the case of any representation or warranty not qualified by its terms as to "Materiality", "material" or "Material Adverse Effect") as of such earlier date;

(b) PERFORMANCE; NO DEFAULT. The Corporation shall have performed or complied in all material respects with all covenants and agreements agreed to be performed or caused to be performed by the Corporation in this Agreement at or prior to the Time of Closing, and after giving effect to the issue and sale of the Debentures (and the application of the proceeds thereof as contemplated by section 5.2) no Event of Default shall have occurred and be continuing;

(c) COMPLIANCE CERTIFICATE. The Purchaser shall have received a certificate dated the Closing Date, in form satisfactory to the Purchaser, acting reasonably, signed under seal by the Chief Financial Officer on behalf of the Corporation, to the effect that the conditions precedent specified in sections 7.1(a), (b) and (g) have been complied with;

(d) CORPORATE ACTION. All necessary corporate action shall have been taken by the Corporation to authorize the issue, execution and delivery of the Debentures and the execution and delivery of this Agreement, the Ancillary Agreements and the Debentures by the Corporation and the consummation of the transactions contemplated hereby and thereby;

(e) PURCHASE PERMITTED BY APPLICABLE LAW, ETC. On the Closing Date the Purchaser's purchase of the Debentures shall (i) not violate any applicable material law or regulation and (ii) not subject the Corporation to any material tax, penalty or liability under or pursuant to any applicable law or regulation;

(f) APPROVALS, CONSENTS, ETC. All legal, regulatory, administrative, corporate and shareholder approvals, consents, authorizations, rulings, orders and permits, including, without limitation, the TSE Notice, which are necessary for completion of all of the transactions contemplated hereby, including the issuance of Conversion Shares and any required approvals, shall have been obtained and shall be in full force and effect;

(g) STOCK EXCHANGE APPROVALS. To the extent advisable under the rules thereof, the Exchanges shall have approved the issuance to the Purchaser of the Debentures in accordance with the terms of this Agreement pursuant to all applicable by-laws, rules, policies and regulations of the Exchanges, and each of the Exchanges shall have accepted as at such time the listing or posting for trading of that number of Conversion Shares which may be issued upon the exercise of the rights of conversion contained in the Debentures, subject to the filing of required documents and payment of the necessary listing fees by the Corporation;

(h) ANCILLARY AGREEMENTS. The Corporation shall have executed and delivered the Ancillary Agreements and the Debentures. Each of the Ancillary Agreements and the Debentures shall be in full force and effect.

(i) LEGAL MATTERS.

(i) The Purchaser shall have received favourable written opinions from nationally-recognized counsel (in the appropriate jurisdiction) (reasonably satisfactory to the Purchaser) to the Corporation (who may rely on certificates from the Corporation with respect to factual matters), dated the Closing Date and satisfactory in scope and substance to the Purchaser and its counsel, acting reasonably, with respect to the following substantive matters:

(A) the Corporation is a corporation incorporated under the laws of the Province of Ontario and has all necessary corporate power and authority to own its property and to execute and deliver this Agreement, the Ancillary Agreements and the Debentures and to perform all its respective obligations hereunder and thereunder;

(B) all necessary corporate action has been taken by the Corporation to authorize the issuance and sale of the Debentures and the execution

and delivery of this Agreement, the Ancillary Agreements and the Debentures and, upon issuance and payment therefor as provided herein, the Debentures will have been validly issued, as fully paid and non-assessable Debentures;

(C) no action of the shareholders of the Corporation is required to authorize the issuance and sale of the Debentures and the execution and delivery of this Agreement, the Ancillary Agreements and the Debentures;

(D) each of this Agreement, the Ancillary Agreements and the Debentures has been duly executed and delivered by the Corporation;

(E) all necessary corporate action has been taken by the Corporation to authorize the issuance of the Conversion Shares, upon the exercise of the conversion rights of the Debentures and the Conversion Shares issuable upon the valid exercise thereof will be validly issued and outstanding as fully paid and non-assessable shares;

(F) the authorization, execution, delivery and performance by the Corporation of this Agreement, the Ancillary Agreements and the Debentures and the issuance of Conversion Shares do not conflict with, and do not result in a breach of, the articles or by-laws of the Corporation or violate any law;

(G) the issuance and sale of the Debentures to the Purchaser pursuant to this Agreement and the issuance of Conversion Shares are exempt from the registration and prospectus requirements of the Ontario Securities Act;

(H) the issuance and sale of the Debentures to the Purchaser pursuant to this Agreement are not in violation of United States federal securities laws; and

(I) there is no Canadian non-resident withholding tax applicable in respect of the Debentures and the issuance of the Conversion Shares; and

(ii) The Purchaser shall have received a favorable written opinion from in-house counsel or any reputable outside counsel to the Corporation (at the Corporation's election), dated the Closing Date and satisfactory in scope and

substance to the Purchaser and its counsel, acting reasonably, with respect to the following substantive matters:

(A) the Corporation is duly qualified to carry on business in all jurisdictions in which it currently carries on business, and has all necessary corporate power and authority to carry on its business as aforesaid; and

(B) none of: (i) the authorization, execution, delivery or performance by the Corporation of this Agreement, the Ancillary Agreements or the Debentures, including, without limitation, the allotment and issuance of the Conversion Shares; or (ii) the issuance and sale of the Debentures as provided herein, (A) will violate the provision of any statute or other rule or regulation of any Governmental Authority applicable to the Corporation or any of its Significant Subsidiaries or (B) will contravene, result in any breach of or is in conflict with and does not and will not result in a breach of and does not and will not create a state of facts which after notice or lapse of time or both will result in a breach of any of the terms or provisions of the articles or by-laws of the Corporation, the resolutions of the directors or shareholders of the Corporation or any Material Contract to which the Corporation is a party or by which the Corporation or the properties or assets of the Corporation are bound or results in the creation or imposition of any Lien upon any of the Material properties or assets of the Corporation pursuant to the terms of any Material Contract.

(j) NO ACTION. No action or proceeding in Canada or in the United States in front of any Governmental Authority shall be (i) pending or threatened by any Governmental Authority to cease trade, enjoin or prohibit or
(ii) pending or threatened in writing by any other Person where such action or proceeding would be reasonably likely to cease trade, enjoin or prohibit, in either such case:

(a) the purchase and sale of the Debentures contemplated hereby or the right of the Purchaser to own the Debentures; or

(b) the right of the Purchaser to exercise the rights of conversion contained in the Debentures or the right of the Purchaser to own the Conversion Shares;

7.2 CONDITIONS OF CLOSING IN FAVOUR OF THE CORPORATION. The obligation of
the Corporation to issue the Debentures to be sold to the Purchaser at the Closing is subject to the following terms and conditions for the exclusive benefit of the Corporation to be fulfilled and/or performed prior to the Time of Closing:

(a) APPROVALS, CONSENTS, ETC. All legal, regulatory, administrative, corporate and shareholder approvals, consents, authorizations, rulings, orders and permits, including, without limitation, the TSE Notice, which are necessary for completion of all of the transactions contemplated hereby, including the issuance of Conversion Shares and any required approvals, shall have been obtained and be in full force and effect;

(b) REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Purchaser contained in this Agreement or in any certificate or other document delivered pursuant hereto shall be true and correct (or true and correct in all material respects, in the case of any representation or warranty not qualified by its terms as to "Materiality", "material" or "Material Adverse Effect") as of the date of this Agreement or the date of any such certificate or document, as the case may be, and shall also be true and correct (or true and correct in all material respects, in the case of any representation or warranty not qualified by its terms as to "Materiality", "material" or "Material Adverse Effect") on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of such date, except where such representations and warranties relate to an earlier date, in which case they shall be true and correct (or true and correct in all material respects, in the case of any representation or warranty not qualified by its terms as to "Materiality", "material" or "Material Adverse Effect") as of such earlier date;

(c) PERFORMANCE; NO DEFAULT. The Purchaser shall have performed or complied in all material respects with all covenants and agreements agreed to be performed or caused to be performed by the Purchaser in this Agreement at or prior to the Time of Closing;

(d) COMPLIANCE CERTIFICATE. The Corporation shall have received a certificate dated the Closing Date, in form satisfactory to the Corporation, acting reasonably, signed by an officer of the General Partner on behalf of the Purchaser, to the effect that the conditions precedent specified in sections 7.2(a), (b) and (c) have been complied with;

(e) PURCHASE PERMITTED BY APPLICABLE LAW, ETC. On the Closing Date, the Purchaser's purchase of the Debentures shall (i) not violate any applicable material law or regulation and (ii) not subject the Corporation to any material tax, penalty or liability under or pursuant to any applicable law or regulation;

(f) STOCK EXCHANGE APPROVALS. To the extent advisable under the rules thereof, the Exchanges shall have approved the issuance to the Purchaser of the Debentures in accordance with the terms of this Agreement pursuant to all applicable by-laws, rules, policies and regulations of the Exchanges, and each of the Exchanges shall have accepted as at such time the listing or posting for trading of that number of Conversion Shares which may be issued upon the exercise of the rights of conversion contained in the Debentures, subject to the filing of required documents and payment of the necessary listing fees by the Corporation;

(g) ANCILLARY AGREEMENTS. The General Partner, on behalf of the Purchaser, and the General Partner each shall have executed and delivered the Ancillary Agreements to the extent a party thereto. Each of the Ancillary Agreements shall be in full force and effect;

(h) LEGAL MATTERS. The Corporation shall have received a favourable written opinion of the Purchaser's and the General Partner's counsel, dated the Closing Date, satisfactory in scope and substance to the Corporation and its counsel, acting reasonably, with respect to the following substantive matters;

(i) the Purchaser has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware, and the General Partner has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware;

(ii) the Company has duly authorized, executed and delivered this Agreement and each of the Ancillary Agreements to which it is a party; and

(iii) performance by the Purchaser and the General Partner of its obligations under this Agreement and each of the Ancillary Agreements to which it is a party will not violate the limited partnership of the Purchaser or the certificate of incorporation or by-laws of the General Partner.

(i) NO ACTION. No action or proceeding in Canada or the United States in front of any Governmental Authority shall be (i) pending or threatened by any Governmental Authority to cease trade, enjoin or prohibit, or
(ii) pending or threatened in writing by any other Person where such action or proceeding would be reasonably likely to result in a cessation of trade, injunction or prohibition, in either such case of:

(a) the sale of the Debentures to the Purchaser as contemplated hereby; or

(b) the right of the Corporation to issue Conversion Shares.

7.3 TERMINATION.

(a) Prior to Closing, this Agreement may be terminated and the transactions contemplated hereby may be abandoned:

(i) at any time, by the mutual written consent of the Corporation and the Purchaser;

(ii) by the Purchaser, if any of the conditions in favour of the Purchaser set forth in section 7.1 shall have become demonstrably incapable of being satisfied by the date set forth in clause (iv) below (other than due to the failure of the party seeking to terminate to perform or observe in all material respects the covenants and agreements hereunder to be performed or observed by such party);

(iii) by the Corporation, if any of the conditions in favour of the Corporation set forth in section 7.2 shall have become demonstrably incapable of being satisfied by the date set forth in clause (iv) below (other than due to the failure of the party seeking to terminate to perform or observe in all material respects the covenants and agreements hereunder to be performed or observed by such party);

(iv) by either the Purchaser or the Corporation upon written notice to the other if the transactions contemplated by this Agreement shall not have been consummated by January 31, 2001, unless such failure of consummation shall be due to the failure of the party seeking to terminate to perform or observe in all material respects the covenants and agreements hereunder to be performed or observed by such party; or

(v) upon the issuance of a permanent injunction by any court of competent jurisdiction enjoining the consummation of the transactions contemplated herein (provided that the imposition or failure to have such injunction removed shall not have resulted from any action or inaction of the party seeking to terminate).

(b) If this Agreement is terminated without the Closing having occurred, neither party hereto shall have any liability to the other party hereto arising out of or resulting from such party's breach of any representation, warranty, covenant or agreement contained herein, other than such party's willful and material breach of the representations and warranties made by it, or willful and material failure in performance of any of its covenants or agreements arising, hereunder.

(c) From and after the Closing, any breaches of any representations, warranties, covenants or agreements existing before the Closing that could have been asserted as causing any of the closing conditions in Sections 7.1 and 7.2 from having been satisfied shall be waived.

8. RESTRICTIONS ON TRANSFER OF DEBENTURES AND CONVERSION SHARES

8.1 TRANSFERS OF DEBENTURES. The Debentures may not be assigned, transferred or sold, directly or indirectly, other than by a member of the Restricted Group to (i) another member of the Restricted Group, (ii) any Passive Investor that is a limited partner of the Purchaser as of the date of this Agreement and has been identified to the Corporation on or prior to the date hereof or (iii) any Passive Investor that becomes a limited partner of the Purchaser following the date of this Agreement and has been consented to in writing by the Corporation (such consent not to be unreasonably withheld), in any such case provided that such transferee agrees in a written instrument delivered to the Corporation (and reasonably satisfactory in form and substance to the Corporation) to be bound by all of the restrictions applicable to the Purchaser hereunder, under the Ancillary Agreements and under the Debenture.

8.2 TRANSFERS OF CONVERSION SHARES BY THE RESTRICTED GROUP. Prior to the Release Date, the Conversion Shares may only be assigned, transferred or sold, directly or indirectly, by a member of the Restricted Group in the following circumstances:

(a) to another member of the Restricted Group that agrees in writing to the Corporation to be bound by all the restrictions of this section 8.2 applicable to the Purchaser hereunder and under the Standstill Agreement;

(b) to the limited partners of the Purchaser pursuant to an in-kind distribution made ratably in accordance with the Purchaser's limited partnership agreement, or to the equity holders of any other Restricted Group member that is a collective investment vehicle pursuant to an in-kind distribution made in accordance with the constituent documents of such collective investment vehicle governing such distributions, provided that such in-kind distribution is not designed to violate or circumvent any other provisions of this section 8.2;

(c) in a widely distributed underwritten public offering; provided that the assignment, transfer or sale, to the knowledge of the transferor after due inquiry, will not result in any Person (other than the underwriters of such offering) acquiring (together with any "group" of which it has reported being a member) more than 10% of the outstanding Common Shares in such offering if no "piggy-back" registration rights by third parties, including the Corporation, are used to participate in such offering;

(d) in private or open market sales which, to the knowledge of the transferor after due inquiry, do not result in a Person (together with any "group" of which it has reported being a member) owning more than 10% of the Common Shares outstanding at such time; or

(e) pursuant to a tender offer or takeover bid or other form of transaction not made or induced by any member of the Purchaser Group that is available to all holders of Common Shares and (i) either recommended to the shareholders by the Board or (ii) reasonably likely to have all of its conditions to consummation satisfied or waived (including a minimum tender condition) at the scheduled expiration date even if the Conversion Shares are not tendered.

After the Release Date, no provision of this Agreement shall restrict the assignment, transfer or sale of the Conversion Shares by any Person.

8.3 TRANSFERS OF CONVERSION SHARES BY MEMBERS OF THE PURCHASER GROUP. The Conversion Shares may be assigned, transferred or sold, directly or indirectly, by Passive Investors who are not also members of the Restricted Group and who obtain such shares in accordance with Section 8.2(b), provided that, prior to the Release Date, no such Passive Investors shall be permitted to transfer shares in a private sale to a shareholder that reports ownership of the Corporation's securities on Form 13D of the Exchange Act or (to the knowledge of the relevant member of the Purchaser Group after due inquiry) is eligible to report ownership of the Corporation's securities pursuant to Part 4 of National Instrument 62-103 of the Canadian securities regulatory authorities indicating that:

(a) such Person (together with any "group" of which it has reported being a member), to the knowledge of the transferor after due inquiry, owns in excess of 10% of the outstanding Common Shares or would own in excess of 10% of the outstanding Common Shares as a result of such transfer; and

(b) such Person has acquired Common Shares for purposes other than investment.

8.4 LEGENDS. The Debenture Certificate sets forth the legends that shall be borne by the Debenture Certificates and the certificates representing Conversion Shares. For so long as the Conversion Shares bear a transfer restriction legend in accordance with the requirements of the Debenture Certificates, any member of the Purchaser Group shall comply with reasonable requests of the Corporation's transfer agent in connection with the transfer of such Conversion Shares (including, without limitation, with respect to delivery of legal opinions).

9. INDEMNIFICATION.

9.1 INDEMNIFICATION BY THE CORPORATION. From and after the Closing, the Corporation agrees to indemnify and save harmless the Purchaser from all Losses suffered or incurred by the Purchaser as a result of or arising directly or indirectly out of or in connection with: (a) any breach by the Corporation of or any inaccuracy of any representation or warranty of the Corporation contained in this Agreement, the Ancillary Agreements, the Debenture Certificate or in any agreement, certificate or other document delivered pursuant hereto, or (b) any breach or non-performance by the Corporation of any covenant to be performed by it which is contained in this Agreement, the Ancillary Agreements, the Debenture Certificate or in any agreement, certificate or other document delivered pursuant hereto. Notwithstanding anything contained herein to the contrary, the indemnification provided above shall only apply to the extent that, and not until, the aggregate of all amounts subject to indemnification under this section 9.1 exceeds $1,000,000 (in which event, the Purchaser shall be entitled to indemnification as provided herein for all such Losses and not just the excess over $1,000,000). In any event, the maximum aggregate amount that the Corporation will be required to pay under this section 9.1 in respect of Claims by the Purchaser is $70,500,000.

9.2 NOTICE OF CLAIM; INVESTIGATIONS; DETERMINATION. Subject to Section 9.3, in the event that a party (the "Indemnified Party") shall become aware of any claim, proceeding or other matter (a "Claim") in respect of which another party (the "Indemnifying Party") agreed to indemnify the Indemnified Party pursuant to this Agreement and, if a claim for breach of representation and warranty of the Indemnifying Party, in respect of which the applicable survival period shall not have lapsed, the Indemnified Party shall promptly give written notice thereof to the Indemnifying Party. Such notice shall specify the factual basis for the Claim and the amount of the Claim, if known. Following receipt of notice from the Indemnified Party of the Claim, the Indemnifying Party shall have 60 days to make such investigation of the Claim as is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the Claim, together with all such other information as the Indemnifying Party may reasonably request. If both parties agree at or prior to the expiration of such 60-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim.

9.3 CERTAIN CLAIMS. If any Claim arises directly or indirectly out of or in connection with the Corporation's execution, delivery and performance of this Agreement, the Ancillary Agreements or the Debentures and is asserted against the Purchaser or any member of the Purchaser Group, the Purchaser shall promptly give the Corporation notice thereof in accordance with section 9.2. The Corporation shall have the right to control negotiations toward resolution of such Claim without the necessity of litigation, and, if litigation ensues, to defend the same with counsel chosen by the Corporation and reasonably acceptable to the Purchaser, at the Corporation's expense with respect to the conduct of such defense, and the Purchaser shall in such case extend reasonable

cooperation in connection with such negotiation and defense and the Corporation shall keep the Purchaser reasonably informed as to such case. If the Corporation fails to assume control of the negotiations prior to litigation or to defend such action within a reasonable time, the Purchaser shall be entitled, but not obligated, to assume control of such negotiations or defense of such action, and the Corporation shall be liable to the Purchaser for its expenses reasonably incurred in connection therewith which the Corporation shall promptly pay. Neither party shall settle, compromise, or make any other disposition of any Claims, which would or might result in any liability to the Purchaser or the Corporation, respectively, under this section 9 without the written consent of the Purchaser or the Corporation, respectively, which consent shall not be unreasonably withheld.

9.4 THIRD PARTY CLAIMS. If any Claim covered by the foregoing indemnities is asserted against any Indemnified Party, it shall be a condition to the obligations under this section 9 that the Indemnified Party shall promptly give the Indemnifying Party notice thereof in accordance with section 9.2. The Indemnifying Party shall be entitled to control negotiations toward resolution of such claim without the necessity of litigation, and, if litigation ensues, to defend the same with counsel reasonably acceptable to the Indemnified Party, at the Indemnifying Party's expense, and the Indemnified Party shall in such case extend reasonable cooperation in connection with such negotiation and defense. If the Indemnifying Party fails to assume control of the negotiations prior to litigation or to defend such action within a reasonable time, the Indemnified Party shall be entitled, but not obligated, to assume control of such negotiations or defense of such action, and the Indemnifying Party shall be liable to the Indemnified Party for its expenses reasonably incurred in connection therewith which the Indemnifying Party shall promptly pay. Neither the Indemnifying Party nor the Indemnified Party shall settle, compromise, or make any other disposition of any Claims, which would or might result in any liability to the Indemnified Party or the Indemnifying Party, respectively, under this section 9 without the written consent of the Indemnified Party or the Indemnifying Party, respectively, which consent shall not be unreasonably withheld.

9.5 EXCLUSIVITY. The provisions of this section 9 shall be the exclusive remedy with respect to any Claim for breach by the Corporation of any of its covenants, representations, warranties or agreements under this Agreement, the Ancillary Agreements or the Debentures, or any agreement, certificate or other document delivered pursuant thereto (other than a Claim for specific performance or injunctive relief) and all such Claims against the Corporation shall be subject to the limitations and other provisions contained in this section 9, other than claims against the Corporation for fraud or fraudulent misrepresentation.

10. INFORMATION AS TO THE CORPORATION

10.1 FINANCIAL AND BUSINESS INFORMATION. The Corporation shall deliver to each holder of Debentures, if any:

(a) MONTHLY STATEMENTS - within 20 Business Days after the end of each month, duplicate copies of financial reports prepared monthly in the normal course of

business for the Corporation's management and/or the Board with respect to the Corporation's operations by region and business segment, including an income statement, balance sheet and statement of cash flows;

(b) QUARTERLY STATEMENTS

(i) within 45 days after the end of each quarterly fiscal period in each fiscal year of the Corporation (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of:

(A) a consolidated balance sheet of the Corporation and its Subsidiaries as at the end of such quarter; and

(B) consolidated statements of income, changes in shareholders' equity and cash flows of the Corporation and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter,

setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Corporation's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor applicable to the Corporation (or such other quarterly report as is applicable to the Corporation) and filed with the SEC shall be deemed to satisfy the requirements of this section 10.1(b);

(c) ANNUAL STATEMENTS

(i) within 90 days after the end of each fiscal year of the Corporation, duplicate copies of:

(A) a consolidated balance sheet of the Corporation and its Subsidiaries, as at the end of such year; and

(B) consolidated statements of income, changes in shareholders' equity and cash flows of the Corporation and its Subsidiaries, for such year,

setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent certified public accountants of recognized national standing in the Corporation's jurisdiction, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the Corporation's Annual Report on Form 10-K for such fiscal year (together with the Corporation's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor applicable to the Corporation (or such other annual report as is applicable to the Corporation) and sent to shareholders with the annual proxy statement and filed with the SEC shall be deemed to satisfy the requirements of this section 10.1(c);

(d) SEC, OSC AND OTHER REPORTS

(i) promptly upon their becoming publicly available, one copy of (i) each financial statement, report, notice or proxy statement sent by the Corporation or any Subsidiary to public securities holders generally, and (ii) each regular or periodic report, each registration statement that shall have become effective (without exhibits except as expressly requested by such holder), and each final prospectus and all amendments thereto filed by the Corporation or any Subsidiary with the SEC, the OSC or any other Canadian securities regulatory authorities;

(e) REQUESTED INFORMATION

(i) with reasonable promptness, such other data and information relating to the business, operations, affairs, financial or other condition, prospects, assets or properties of the Corporation or any of its Subsidiaries or relating to the ability of the Corporation to perform its obligations under this Agreement, the Ancillary Agreements and the Debentures prepared by the Corporation in the normal course of business for the Corporation's management prior to such request as from time to time may be reasonably requested by any such holder of Debentures.

10.2 INSPECTION. The Corporation shall permit the Purchaser:

    (A)  No Default -- if no Default or Event of Default then exists, at the
         expense of the Purchaser and upon reasonable prior notice to the
         Corporation, to visit the principal executive office of the
         Corporation, to discuss the affairs, finances and accounts of the
         Corporation and its Subsidiaries with the Corporation's officers, and,
         with the consent of the Corporation (which consent will not be
         unreasonably withheld) to visit the other offices and properties of the
         Corporation and each Significant Subsidiary, all at such reasonable
         times during normal business hours and as often as may be reasonably
         requested in writing; and

    (B)  Default -- if a Default or Event of Default then exists, at the expense
         of the Corporation to visit and inspect any of the offices or
         properties of the Corporation or any Subsidiary, to examine all their
         respective books of account, records, reports and other papers, to make
         copies and extracts therefrom, and to discuss their respective affairs,
         finances and accounts with their respective officers and independent
         public accountants (and by this provision the Corporation authorizes
         said accountants to discuss the affairs, finances and accounts of the
         Corporation and its Subsidiaries), all at such times during normal
         business hours and as often as may be requested.

11.      MUTUAL COVENANT AND IMPLEMENTATION.

11.1     Each of the Corporation and the Purchaser agrees to use its reasonable

best efforts to obtain all necessary legal, regulatory and administrative approvals, consents, authorizations, rulings, orders and permits and to satisfy all conditions in order to complete the transactions contemplated by this Agreement.

12. EXPENSES, ETC.

12.1 The Purchaser shall receive from the Corporation (upon termination of this Agreement) a payment in respect of expenses of up to $2 million if the Closing does not occur for any reason so long as the Purchaser is not in material breach of its representations, warranties, covenants or agreements under this Agreement. Such reimbursement shall be made upon notice by the Purchaser with appropriate supporting documentation and shall be payable by way of wire transfer of immediately available funds to or to the order of the Purchaser. If the Closing occurs, the Corporation shall pay the Purchaser's expenses, advisory and financing fees in the amount of $7.5 million in cash at Closing, payable by way of wire transfer of immediately available funds to or to the order of the Purchaser, $1.5 million of which shall be wired directly to the account of GSCP (NJ), L.P.

13. CONFIDENTIALITY.

13.1 Neither the Purchaser nor the Corporation shall make any public disclosure, except to the extent required by law, of the terms of this Agreement or regarding the transaction

contemplated hereby without the prior consent of the other, such consent not to be unreasonably withheld. The wording of any public disclosure to be made in respect of the transactions contemplated by this Agreement must be approved by each of the Corporation and the Purchaser. This section 13.1 shall survive any termination of this Agreement.

13.2     CONFIDENTIAL INFORMATION.

    (A)  Any information furnished to the Purchaser (or any member of the
         Restricted Group) concerning the Corporation (including through their
         director nominees) shall be deemed to be "Confidential Information."
         Notwithstanding the generality of the foregoing, information that is
         publicly available or becomes publicly available other than through
         disclosure by the Purchaser (or a member of the Restricted Group) or
         its Representatives (as defined below) or otherwise was known to the
         Purchaser (or a member of the Restricted Group) or its Representatives
         prior to disclosure to any of them by the Corporation or its
         Representatives other than as a result of disclosure by a Person under
         an obligation of confidentiality to the Corporation known to the
         Purchaser (or a member of the Restricted Group) or its Representatives
         shall not be deemed to be Confidential Information.

    (B)  Except as may be otherwise required by law, legal process or the rules
         of any securities regulatory organization (in which event the Purchaser
         shall provide advance notice to the Corporation, to the extent
         practicable), the Purchaser shall (and shall cause all of the members
         of the Restricted Group to) keep all Confidential Information
         confidential, and shall not disclose it to anyone except to other
         members of the Restricted Group and to its and their own employees,
         directors, attorneys, accountants, financial advisers and other
         consultants and agents with a need to know (collectively,
         "Representatives") (and the Purchaser shall be responsible for any
         violation of the terms hereof by its Representatives) or to such
         Persons as required by law. Each Person to whom such Confidential
         Information is disclosed must be advised of its confidential nature and
         of the terms of this section 13.2. The Purchaser acknowledges that
         Confidential Information may include material, non-public information
         and that the United States and Canadian federal, state and provincial
         securities laws restrict the ability of any Person in possession of
         such information to acquire or dispose of affected securities, and that
         such laws impose liability on such Person for doing so.

    (C)  This Section 13.2 shall survive any termination of this Agreement.

14.      GENERAL PROVISIONS.

14.1     NOTICES. Any notice, direction or other instrument required or

permitted to be given or made hereunder shall be in writing and shall be sufficiently given or made if delivered in person

to the address set forth below or if telecopied or sent by other means of recorded electronic communication and confirmed by delivery as soon as practicable thereafter.

Notices to the Corporation shall be addressed as follows:

Moore Corporation Limited
c/o Moore Executive Office
1200 Lakeside Drive
Bannockburn, IL 60015-1243

Attention: Chief Financial Officer Telecopier No.: 847-607-7113

with copies to:

Moore Corporation Limited
c/o Moore Executive Office
1200 Lakeside Drive
Bannockburn, IL 60015-1243

Attention: Office of General Counsel Telecopier No.: 847-607-7113

and to:

Moore Corporation Limited
Scotia Plaza
40 King St., West

Suite 3501
P.O. Box 205
Toronto, ON  M5H 3Y2

Attention:       Vice President and Secretary

Telecopier No.: (416) 364-1667

Notices to the Purchaser shall be addressed as follows:

Chancery Lane/GSC Investors, L.P. c/o CLGI, Inc.
3 E. 54th Street - Suite 1700 New York, New York, 10022

Attention: Michael Kraus

Telecopier No.: 212-223-4074

with copies to:

Sullivan & Cromwell
125 Broad Street
New York, New York 10004

Attention: Joseph B. Frumkin Telecopier No.: 212- 558-3588

and to:

Davies, Ward & Beck LLP
44th Floor
1 First Canadian Place
Toronto, ON M5X 1B1

Attention: J-P. Bisnaire Telecopier No.: (416) 863-0871

and to:

Squadron, Ellenoff, Plesent & Sheinfeld, LLP 551 Fifth Avenue
New York, NY 10176

Attention: Mitchell S. Ames Telecopier No.: (212) 697-6686

Any notice, direction or other communication so given or made shall be deemed to have been given or made and to have been received on the day of delivery, if delivered, or on the day of sending if sent by telecopier or other means of recorded electronic communication (provided such day of delivery or sending is a Business Day and, if not, then on the first Business Day thereafter). Either party hereto may change its address for notice to the other party by notice given in the manner aforesaid.

14.2 ENUREMENT. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

14.3 FURTHER ASSURANCES. Each of the parties agrees to take all such reasonable actions as may be requested by the other party hereto to implement and give full effect to the provisions of this Agreement.

14.4 TIME OF THE ESSENCE. Time shall be of the essence of this Agreement.

14.5 ENTIRE AGREEMENT. This Agreement, the Ancillary Agreements and the Debentures constitute the entire agreement between the parties hereto pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties and there are no other agreements between the parties in connection with the subject matter hereof, other than the confidentiality agreement between an Affiliate of the Purchaser and the Corporation, dated as of January 13, 2000, entered into in connection with the transactions contemplated hereby, which shall survive until the Closing. No supplement, modification or termination of this Agreement, the Ancillary Agreements and the Debentures shall be binding unless executed in writing by both of the parties hereto.

14.6 COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which when taken together shall constitute this Agreement.

IN WITNESS WHEREOF the parties have executed this Agreement.

MOORE CORPORATION LIMITED

by /s/ Brian M. Levitt     C.S.
   ----------------------

CHANCERY LANE/GSC INVESTORS L.P.,
BY ITS GENERAL PARTNER, CLGI, INC.

by /s/ Mark Angelson       C.S.
   ----------------------

THIS DEBENTURE WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 AND EXEMPT FROM QUALIFICATION BY PROSPECTUS UNDER CANADIAN SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION BY PROSPECTUS OR AN APPLICABLE EXEMPTION THEREFROM.

THIS DEBENTURE MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS HEREOF AND THE PROVISIONS OF THE DEBENTURE PURCHASE AGREEMENT DATED DECEMBER 12, 2000, WHICH CONTAINS TRANSFER RESTRICTIONS APPLICABLE HERETO.

MOORE CORPORATION LIMITED

8.70% SUBORDINATED CONVERTIBLE DEBENTURE
DUE JUNE 30, 2009

MOORE CORPORATION LIMITED (hereinafter called the "CORPORATION") for value received hereby promises to pay to CHANCERY LANE/GSC INVESTORS L.P. (the "HOLDER") on June 30, 2009 (the "MATURITY DATE"), or on such earlier date as the principal amount hereof may become due in accordance with the provisions hereof, the sum of SEVENTY MILLION FIVE HUNDRED THOUSAND DOLLARS ($70,500,000) in lawful money of the United States of America on presentation and surrender of this Debenture at 1 First Canadian Place, P.O. Box 78, Toronto, Ontario, M5X 1G5 and to pay interest on the principal amount hereof at the rate of 8.70% per annum from and including the date hereof or from the last date to which interest has been paid on this Debenture, whichever is later, in like money in equal quarterly instalments in arrears on March 31, June 30, September 30 and December 31 in each year, the first such payment to be made on March 31, 2001 for the period from and including the date hereof but excluding March 31, 2001, and should the Corporation at any time default in the payment of any principal or interest or other amounts due hereunder, to pay interest on the amount in default at the rate compounded quarterly of 10.70% per annum, in like money. Interest as aforesaid shall accrue on a daily basis on the unpaid principal amount of this Debenture from and including the date hereof until the balance of the unpaid principal amount and all accrued and unpaid interest thereon has been fully paid. As interest on this Debenture becomes due, the Corporation (except in the case of payment at maturity at which time payment of interest will be made upon surrender of this Debenture) shall pay such interest by wire transfer of immediately available funds to a bank account or accounts designated by the Holder for such purpose in writing not later than two Business Days prior to such payment date.

This Debenture is being issued in accordance with the provisions of the debenture purchase agreement (the "DEBENTURE PURCHASE AGREEMENT") dated as of December 12, 2000

between the Corporation and the Purchaser. Capitalized terms used herein that are not otherwise defined herein shall have the meanings given to those terms in the Debenture Purchase Agreement.

1. CONVERSION

1.1 CONVERSION OF DEBENTURES. Each $1,000 principal amount of this Debenture is convertible, at the option of the holder hereof at any time prior to 5:00 p.m. New York time on the Business Day prior to the Maturity Date or the date fixed for redemption (the "EXPIRY DATE") and from time to time, for that number of common shares in the capital of the Corporation ("COMMON SHARES") determined by dividing $1,000 by $3.25 (the "CONVERSION PRICE"), subject to adjustment as described below.

1.2 PROCEDURE FOR CONVERSION. The Holder may convert the principal amount of this Debenture in whole or in part into Common Shares prior to the Expiry Date by delivering to the Corporation at 1 First Canadian Place, P.O. Box 78, Toronto, Ontario, M5X 1G5, a Notice of Conversion duly executed by the Holder in the form annexed hereto. The Corporation shall, within three Business Days (a "BUSINESS DAY" being a day that is not a Saturday, a Sunday or a day observed as a holiday in Toronto, Ontario or New York, New York) following receipt of the Notice of Conversion (the "CONVERSION DATE") deliver to the Holder that number of fully paid and non-assessable Common Shares determined in the manner set out above, provided that the Corporation shall also pay to the Holder at such time in cash all accrued and unpaid interest on the principal amount of this Debenture so converted up to and including the Conversion Date. Subject to the foregoing provisions of this paragraph, at the close of business on the Conversion Date: (i) such conversion shall be deemed to have been made, and (ii) the Holder shall be treated for all purposes as having become the holder of record of such Common Shares.

1.3 ADJUSTMENTS TO CONVERSION PRICE. The Conversion Price in effect at any date shall be subject to adjustment from time to time as follows, subject to the exemptions described below in subsection 1.4:

(a) if and whenever after the date hereof and prior to the Maturity Date, the Corporation shall: (i) subdivide or redivide the outstanding Common Shares into a greater number of Common Shares; (ii) reduce, combine or consolidate the outstanding Common Shares into a smaller number of Common Shares; or (iii) issue Common Shares to the holders of all or substantially all of the outstanding Common Shares by way of a stock dividend (other than Common Shares issued under a dividend reinvestment or similar plan), the Conversion Price in effect on the effective date of such subdivision, redivision, reduction, combination or consolidation or on the record date for such issue of Common Shares by way of a stock dividend (subject to payment of such stock dividend), as the case may be, shall, in the case of the events referred to in clauses (i) and (iii) above, be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, redivision or dividend, or shall, in

the case of the events referred to in clause (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation. Such adjustment shall be made successively whenever any event referred to in this paragraph 1.3(a) shall occur; any such issue of Common Shares by way of a stock dividend shall be deemed to have been made on the record date for the stock dividend (subject to payment of such stock dividend) for the purpose of calculating the number of outstanding Common Shares under paragraphs 1.3(b) and (c) below;

(b) if and whenever after the date hereof and prior to the Maturity Date, the Corporation shall fix a record date for the issuance of rights or warrants to all or substantially all the holders of its outstanding Common Shares entitling them to subscribe for or purchase Common Shares (or securities convertible into or exchangeable for Common Shares) at a price per Common Share (or having a conversion or exchange price per Common Share) less than 95% of the Current Market Price (as defined below) of a Common Share on such record date, the Conversion Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Conversion Price in effect on such record date by a fraction, the numerator of which shall be the total number of Common Shares outstanding on such record date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible securities so offered) by such Current Market Price per Common Share, and the denominator of which shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase (or into which the convertible or exchangeable securities so offered are convertible); any Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that any such rights or warrants are not so issued or any such rights or warrants are not exercised prior to the expiration thereof, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon the number of Common Shares (or securities convertible into Common Shares) actually issued upon the exercise of such rights or warrants, as the case may be;

(c) if and whenever the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of: (i) shares of any class other than Common Shares; (ii) rights, options, warrants or securities convertible into or exchangeable for Common Shares (excluding those referred to in paragraph 1.3(b) above); (iii) evidences of its Indebtedness; or (iv)

assets, including cash (excluding regular periodic cash dividends paid in the ordinary course), then, in each such case, the Conversion Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price (as defined below) per Common Share on such record date, less the fair market value (as determined below) of such shares or rights, options, warrants or securities convertible into or exchangeable for Common Shares or evidences of Indebtedness or assets so distributed, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Current Market Price per Common Share; any Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that such distribution is not so made, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon such Common Shares or rights, options, warrants or securities convertible into or exchangeable for Common Shares or evidences of Indebtedness or assets actually distributed, as the case may be. The fair market value of such shares or rights, options, warrants or securities convertible into or exchangeable for Common Shares or evidences of Indebtedness or assets so distributed shall be determined in the good faith reasonable judgment of the Board of Directors of the Corporation;

(d) for the purposes of this Debenture, the "CURRENT MARKET PRICE" per Common Share at any date shall be the average of the closing sale price per Common Share for the 20 consecutive trading days ending on the trading day immediately before such date on The Toronto Stock Exchange, or, if the Common Shares are not listed thereon, on the New York Stock Exchange, or, if the Common Shares are not listed thereon, on such national stock exchange on which the Common Shares are listed as may be selected for such purpose by the Board of Directors of the Corporation or, if the Common Shares are not listed on any such national stock exchange, then as quoted through the NASDAQ National Market System or, if the Common Shares are not listed on any stock exchange or quoted through the NASDAQ National Market System, then on the over_the_counter market (where an "active trading market" exists). An "active trading market" shall not be deemed to exist when the spread between the bid and ask prices per Common Share exceeds 15%. If there is no active trading market, the "Current Market Price" shall be determined in the good faith reasonable judgment of the Board of Directors of the Corporation whose determination shall be conclusive unless the Holder, within 10 Business Days after receiving written notice of such determination (delivered to the Holder's address as set forth in the Debenture Register), objects to such determination, in which event the

Corporation and the Holder shall make their best good faith efforts to reach a mutually agreeable determination. In the event that agreement cannot be reached by the parties within 30 days after notice of objection, such question shall be submitted to arbitration by a single arbitrator who shall be a nationally-recognized investment banking firm selected by the Corporation and the holders of a majority in principal amount of the Outstanding Debentures. The determination of the arbitrator shall be final, conclusive and binding. If within 10 days after the end of the 30-day period the parties have not agreed upon the identity of the arbitrator, either party may, on notice to the other party, apply to a judge of the Federal Southern District Court of New York to appoint the arbitrator;

(e) [Reserved]

(f) if and whenever at any time after the date hereof and prior to the Maturity Date, there is a consolidation, amalgamation or merger of the Corporation with or into any other corporation or other entity (other than a vertical short-form amalgamation with one or more of its Wholly-Owned Subsidiaries pursuant to the Business Corporation Act (Ontario)), or a transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another corporation or other entity in which the holders of Common Shares are entitled to receive shares, other securities or other property (any of such events being called a "CAPITAL REORGANIZATION"), the Holder upon conversion of this Debenture after the effective date of such Capital Reorganization will be entitled to receive upon conversion of this Debenture, and will accept for the same aggregate consideration in lieu of the number of Common Shares to which the Holder was previously entitled upon such conversion, the aggregate number of shares, other securities or other property, including cash, which the Holder would have been entitled to receive as a result of such Capital Reorganization if, on the effective date thereof, the Holder had been the registered holder of the number of Common Shares to which the Holder would have been entitled upon conversion hereof; subject, however, to any requirements necessary to ensure that the Capital Reorganization will not alter the Canadian Taxes (as defined in subsection 3.1) on payments under or in respect of this Debenture, including, without limitation, the requirement that if such Capital Reorganization should occur on or prior to the day after the fifth anniversary of the date hereof, the Holder will be entitled to receive, at the option of the Corporation, and will accept in lieu of the number of Common Shares to which the Holder would have been entitled upon such conversion: (i) common shares of the Corporation or the resulting corporation provided any such common shares are listed on a prescribed stock exchange as defined in the Income Tax Act (Canada) and which qualify as prescribed shares, as defined in Regulation 6208 of the Income Tax Act (Canada) generally, such that the fair market value of the number of such common shares equals the fair market value of the consideration on the date of such Capital Reorganization that the Holder would

have been entitled to receive upon Capital Reorganization had this Debenture been converted into Common Shares immediately prior thereto; or (ii) the aggregate number of shares, other securities or other property, including cash, that the Holder would have been entitled to receive as a result of such Capital Reorganization if, on the effective date thereof, the Holder had been the registered holder of the number of Common Shares to which the Holder would have been entitled upon conversion hereof; the Corporation shall take all steps necessary to ensure that, after the effective date of a Capital Reorganization, the Holder will receive the aggregate number of shares, other securities or other property, including cash, to which the Holder is entitled as a result of such Capital Reorganization;

(g) in the case of any reclassification of, or other change in, the outstanding Common Shares of the Corporation other than a subdivision, redivision, reduction, combination or consolidation referred to above, the Conversion Price shall be adjusted in such manner, if any, and at such time, as the Board of Directors of the Corporation, acting reasonably and in good faith, may determine to be equitable in the circumstances. Notwithstanding anything contained in this subsection 1.3(g), no adjustment of the Conversion Price shall be completed without the prior written consent of the Toronto Stock Exchange. The Corporation shall submit all applications and other materials necessary or advisable to obtain the prior written consent of the Toronto Stock Exchange under this subsection 1.3(g) as soon as practicable after determining any need to adjust the Conversion Price hereunder and use its reasonable best efforts to obtain such prior written consent as soon as practicable;

(h) the adjustments provided for in paragraphs (a) to (f) are cumulative and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this subsection 1.3, provided that, notwithstanding any other provision of this subsection 1.3, no adjustment of the Conversion Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Conversion Price then in effect; provided, however, that any adjustments which by reason of this paragraph 1.3(h) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; and

(i) in the event of any dispute arising with respect to the computation of adjustments provided in subsection 1.3, such question shall be conclusively determined by a firm of chartered accountants appointed by the Corporation and acceptable to the Holder acting reasonably (who may be the auditors of the Corporation); such accountants shall have access to all necessary records of the Corporation and such determination shall be binding on the Holder.

1.4 RULES REGARDING CALCULATION OF ADJUSTMENT OF CONVERSION PRICE. For the purposes of subsection 1.3:

(a) the adjustments provided for in subsection 1.3 are cumulative and will be computed to the nearest one-tenth of one cent and will be made successively whenever an event referred to therein occurs, subject to the following paragraphs of this subsection 1.4;

(b) no adjustment in the Conversion Price will be required upon the issuance or the exercise, from time to time, of options under any stock option plan or grant/purchase plan, or the purchase or grant of Common Shares under any stock purchase or grant plan, in either case for directors, employees or officers of the Corporation adopted by the Corporation from time to time;

(c) no adjustment in the Conversion Price will be made in respect of any event described in subsection 1.3, other than the events referred to in paragraph 1.3(a), if the Holder is allowed by the Corporation to participate in such event on the same terms, mutatis mutandis, as if it had converted this Debenture in whole prior to or on the effective date or record date of such event, as applicable.

1.5 NO REQUIREMENT TO ISSUE FRACTIONAL SHARES. The Corporation shall not be required to issue fractional Common Shares upon the conversion of this Debenture pursuant to this section 1. If any fractional interest in a Common Share would, except for the provisions of this subsection 1.5, be deliverable upon the conversion of any principal amount of this Debenture, the Corporation shall round up such fractional interest to the next highest whole number of Common Shares and deliver to the Holder a whole number of Common Shares.

1.6 CORPORATION TO RESERVE SHARES. The Corporation covenants with the Holder that it will at all times reserve and keep available out of its authorized Common Shares, solely for the purpose of issue upon conversion of this Debenture as in this section 1 provided, such number of Common Shares as shall then be issuable upon the conversion in whole of this Debenture. The Corporation covenants with the Holder that all Common Shares which shall be so issuable shall be duly and validly issued as fully paid and non-assessable.

1.7 TAXES AND CHARGES ON CONVERSION. The Corporation will from time to time promptly pay or make provision satisfactory to the Holder for the payment of any and all stamp and similar taxes and charges which may be imposed by the laws of Canada or any province thereof (however in no event shall the Corporation be required to pay any security transfer tax, income tax or other tax) which shall be payable with respect to the issuance and/or delivery to the Holder, upon the exercise of its right to conversion, of Common Shares pursuant to the terms of this Debenture.

1.8 CANCELLATION OF CONVERTED DEBENTURE. If this Debenture is converted in whole or in part under the provisions of this section 1, the Holder shall forthwith deliver this Debenture or

portion hereof so converted to the Corporation for cancellation. If this Debenture is converted in part under the provisions of this section 1, the Corporation shall issue to the Holder a new certificate representing the unconverted portion of this Debenture.

1.9 CERTIFICATE AS TO ADJUSTMENT. The Corporation shall from time to time, promptly following the occurrence of any event which requires an adjustment or readjustment as provided in subsection 1.3, deliver to the Holder a certificate of a Senior Financial Officer or of any other officer of the Corporation whose responsibilities extend to the subject matter of such certificate specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall be conclusive and binding on all parties in interest. The Corporation shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the Common Shares, forthwith give notice to the Holder in the manner provided in section 10 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price.

1.10 NOTICE OF SPECIAL MATTERS. The Corporation covenants with the Holder that, so long as this Debenture remains outstanding, it will give notice to the Holder, in the manner provided in section 10, of its intention to take any action (other than an action set forth in paragraph 1.3(a)) that may give rise to an adjustment in the Conversion Price at the same time as any public announcement thereof and in any event no later than the time at which holders of Common Shares are notified of any such action, and, in each case, such notice shall specify the particulars of such event and the record date and the effective date for such event; provided that the Corporation shall only be required to specify in such notice such particulars of such event as shall have been fixed and determined on the date on which such notice is given. Such notice shall be given not less than 14 days in each case prior to such applicable record date or effective date, whichever is earlier.

1.11 LEGENDS ON CONVERSION SHARES. All certificates representing the Common Shares that are from time to time issued upon conversion of this Debenture shall bear the following legend:

"THE COMMON SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE DEBENTURE PURCHASE AGREEMENT DATED AS OF DECEMBER 12, 2000 (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE CORPORATION) WHICH PROVIDES, AMONG OTHER THINGS, FOR CERTAIN RESTRICTIONS ON THE TRANSFER THEREOF. THE COMMON SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENT."

Upon any transfer pursuant to sections 8.2(c), (d) or (e) or section 8.3 of the Debenture Purchase Agreement (other than a private market sale to a member of the Restricted Group) and upon the Release Date, the Corporation shall issue new certificates with the foregoing legend removed.

All certificates representing the Common Shares that are issued in conversion of this Debenture (unless a registration statement under the U.S. Securities Act with respect to such Common Shares is then effective or a receipt or receipts for a final Canadian prospectus have been obtained to qualify such Common Shares under the Ontario Securities Act and other applicable Canadian securities legislation) shall bear the following legend until such time as the Purchaser or any transferee thereof delivers an opinion of counsel to the Holder satisfactory to the Corporation, acting reasonably, to the effect that such legend is no longer required under the U.S. Securities Act or the Ontario Securities Act and other applicable Canadian securities legislation:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND WITHOUT QUALIFICATION BY PROSPECTUS UNDER CANADIAN SECURITIES LAWS AND MAY BE OFFERED OR SOLD ONLY IF REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED BY PROSPECTUS UNDER CANADIAN SECURITIES LAWS OR IF AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION IS AVAILABLE."

2. REDEMPTION

2.1 OPTIONAL REDEMPTION. The Corporation may, at any time after the fifth anniversary of the date hereof, subject to the Holder's right to first convert in whole or in part this Debenture into Common Shares, redeem this Debenture, in whole but not in part, at a redemption price (the "REDEMPTION PRICE") equal to:
(i) 105.80% of the principal amount of this Debenture, if such redemption occurs during the period from the fifth anniversary to and including the sixth anniversary of the date hereof; (ii) 102.90% of the principal amount of this Debenture, if such redemption occurs during the period from the sixth anniversary to and including the seventh anniversary of the date hereof; and
(iii) 100.00% of the principal amount of this Debenture, if such redemption occurs after the seventh anniversary of the date hereof, in each case together with accrued interest to but excluding the Redemption Date (as hereinafter defined).

2.2 Election to Redeem; Notice to Holder . The Corporation shall give the Holder written notice of an optional redemption pursuant to subsection 2.1 not less than 30 days prior to the date fixed for such redemption (the "REDEMPTION DATE"), specifying the Redemption Date and the Redemption Price applicable to such redemption. During such 30-day period, the Holder may inform the Corporation of its intent to exercise its right to convert this Debenture, in whole or in part,

into Common Shares. If such notice is given, the conversion of this Debenture will be carried out in accordance with the provisions of section 1 prior to the Redemption Date so as to make the provisions of subsection 2.1 inapplicable to the portion of this Debenture elected to be so converted.

2.3 DEBENTURE PAYABLE ON REDEMPTION DATE. Notice of redemption having been given, this Debenture shall, on the date fixed for such redemption, become due and payable at the Redemption Price, and from and after such date (unless the Corporation shall default in the payment of such price and accrued interest), in the same manner and with the same effect as if it were the Maturity Date specified in this Debenture, anything herein to the contrary notwithstanding, and from and after such redemption date, upon payment of the Redemption Price having been made to the Holder, this Debenture shall not be considered as outstanding and interest upon this Debenture shall cease to accrue after said date. The amount to be paid in respect of this Debenture shall be paid by the Corporation at the Redemption Price together with accrued interest to such date; provided, however, that installments of interest due on or prior to such date shall be payable to the Holder at the close of business on the relevant record dates according to their terms. If the amount payable in respect of this Debenture selected for redemption shall not be so paid or made available for payment, the unpaid amount shall, until paid, bear interest from the date fixed for such redemption at 10.70% per annum.

2.4 DECISION REGARDING OPTIONAL REDEMPTION. The decision by the Corporation to exercise its optional redemption right pursuant to this section 2 shall be made by a majority vote of a committee of the board of directors of the Corporation comprised of non-management directors that are not affiliated with the Corporation or the Holder.

2.5 CANCELLATION OF REDEEMED DEBENTURE. If this Debenture is redeemed under the provisions of this section 2, the Holder shall forthwith deliver this Debenture to the Corporation for cancellation.

3. ADDITIONAL AMOUNTS AND CONTINGENT RIGHT OF REDEMPTION

3.1 PAYMENT OF ADDITIONAL AMOUNTS. All payments made by the Corporation under or with respect to this Debenture will be made free and clear of and without withholding or deduction for or on account of 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 "CANADIAN TAXES"), unless the Corporation is required to withhold or deduct Canadian Taxes by law or by the interpretation or administration thereof. If the Corporation is so required to withhold or deduct any amount for or on account of Canadian Taxes from any payment made under or with respect to this Debenture, the Corporation will pay such additional amounts ("ADDITIONAL AMOUNTS") as may be necessary so that the net amount received by the Holder (including Additional Amounts) after such withholding or deduction will be equal to the amount the Holder would have received if such Canadian Taxes had not been withheld or deducted; provided that no Additional

Amounts will be payable with respect to any Canadian Taxes ("EXCLUDED TAXES") to the extent such Canadian Taxes are due by reason of (i) the Corporation not dealing at arm's length (within the meaning of the Income Tax Act (Canada)) with the Holder at the time of making such payment or (ii) the Holder being connected with Canada or any province or territory thereof otherwise than by the mere holding of this Debenture or by reason of the receipt, or enforcement of receipt, of payments hereunder. The Corporation will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Corporation will furnish to the Holder within 30 days after the date the payment of any Canadian Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Corporation. The Corporation will indemnify and hold harmless, and upon written request, reimburse the Holder or such member of the Purchaser Group and each direct and indirect owner of an equity interest in the Holder for the amount of (i) any Canadian Taxes (other than Excluded Taxes) so levied or imposed which have not been withheld or deducted and remitted by the Corporation as required by this section 3 and which have been paid by such Person as a result of payments made under or with respect to this Debenture,
(ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto and (iii) any Canadian Taxes imposed with respect to any reimbursement under (i) and (ii).

3.2 LIMITATION ON ADDITIONAL AMOUNTS. Notwithstanding the foregoing, (a) (i) if withholding is required in respect of Canadian Taxes, (ii) the rate of such withholding exceeds 10% of any payment and (iii) the Corporation exercises its Initial Optional Redemption right set forth in subsection 3.3, or (b) if following the Initial Limiting Time (as defined below) (i), an increased rate of withholding is required in respect of Canadian Taxes as a result of a change in law or the interpretation or administration thereof by the relevant government authority or agency (a "CHANGE IN CANADIAN TAX LAW") and (ii) the Corporation exercises its Subsequent Optional Redemption (as defined below) right set forth in subsection 3.3, the obligation of the Corporation to pay any Additional Amounts or to make any reimbursement in respect of any Canadian Taxes imposed on any payment made by the Corporation under or with respect to the Debentures shall be determined as if the rate of withholding required in respect of Canadian Taxes did not exceed 10% of the amount of any payment. If the Holder (which, for these purposes includes a direct or indirect owner of any equity interest in the Holder) is, in its reasonable opinion, able to apply for or otherwise take advantage of any tax credit, tax deduction or similar benefit by reason of any withholding or deduction made by the Corporation on account of Canadian Taxes in respect of any payment made by it hereunder (or where less than all of such payment gives rise to Additional Amounts, the portion of such payment that gives rise to Additional Amounts), then such Holder will use such endeavours as it considers appropriate to obtain such credit, deduction or benefit and upon receipt thereof will pay to the Corporation such amount (if any) not exceeding the Additional Amounts determined in accordance with the limitations in this subsection 3.2 paid by the Corporation as equals the net after_tax value to such Holder of such part of such credit, deduction or benefit as it considers is allocable to such withholding or deduction having regard to all its dealings giving rise to similar credits, deductions or benefits in relation to the same tax period and to the cost of obtaining the same, provided that nothing herein shall (i) interfere with the right of such Holder to arrange its tax

affairs in whatever manner it deems fit and in particular such Holder shall not be under any obligation to claim relief from its profits or similar tax liability in respect of any such deduction or withholding in priority to or pro rata with any other relief, claims, credits or deductions available to it; and (ii) such Holder shall not be obligated to disclose to the Corporation any information regarding its tax affairs or tax computations.

3.3 OPTIONAL REDEMPTION IN CERTAIN CIRCUMSTANCES. If (i) Additional Amounts are payable pursuant to subsection 3.1 and (ii) subsection 3.2 would limit the Additional Amounts otherwise payable to the Holder at that time (assuming the Corporation were to exercise its Initial Optional Redemption right under this subsection 3.3) (the "INITIAL LIMITING TIME"), the Corporation shall have the right, exercisable for a period of 30 days after the Initial Limiting Time, to redeem (the "INITIAL OPTIONAL REDEMPTION") this Debenture in whole (but not in part) on the same basis, mutatis mutandis, as if such redemption were a redemption made pursuant to section 2; provided, however, that the Redemption Price (as such term is used in section 2) for purposes of a redemption pursuant to this subsection 3.3 shall, in all circumstances, equal 102.90% of the principal amount of this Debenture. If at any time following the Initial Limiting Time (i) Additional Amounts are payable pursuant to subsection 3.1 as a result of an increased rate of withholding required in respect of Canadian Taxes as a result of a Change in Canadian Tax Law and (ii) subsection 3.2 would limit such Additional Amounts otherwise payable by the Holder at that time (assuming the Corporation were to exercise its Subsequent Optional Redemption right under this subsection 3.3) (a "SUBSEQUENT LIMITING TIME"), the Corporation shall have the right, exercisable for a period of 30 days after such Subsequent Limiting Time, to redeem (a "SUBSEQUENT OPTIONAL REDEMPTION") this Debenture in whole (but not in part) on the same basis, mutatis mutandis, as if such redemption were a redemption made pursuant to section 2; provided, however, that the Redemption Price (as such term is used in section 2) for purposes of a redemption pursuant to this subsection 3.3 shall, in all circumstances, equal 102.90% of the principal amount of Debenture. If the Corporation exercises its optional redemption right pursuant to this subsection 3.3, the Holder shall have the right to notify the Corporation that the Holder requires the Corporation not to redeem this Debenture, notwithstanding the exercise by the Corporation of its optional right to redeem, in which case this Debenture shall remain outstanding and any Additional Amounts payable thereon shall be calculated in accordance with the provisions of, and limitation contained in, subsection 3.2. For the avoidance of doubt, the Holder acknowledges that after the Initial Limiting Time, if the Corporation has exercised its Initial Optional Redemption right under this subsection 3.3, the limitation on Additional Amounts described in subsection 3.2 shall apply and the Corporation shall not be required to pay Additional Amounts which exceed the limitation on Additional Amounts described in subsection 3.2 unless (i) an increased rate of withholding is required in respect of Canadian Taxes as a result of a Change in Canadian Tax Law and (ii) the Corporation elects not to exercise its right of Subsequent Optional Redemption.

3.4 ADDITIONAL AMOUNTS GENERALLY. Whenever in this Debenture there is mentioned, in any context, the payment of principal of, premium, if any, or interest or any other amount payable by the Corporation under or with respect to this Debenture, such 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 in respect thereof. The obligations of the Corporation under this section 3 shall survive the payment of all amounts under or with respect to this Debenture and shall survive any termination of the Debenture Purchase Agreement.

4. CHANGE OF CONTROL OF THE CORPORATION

4.1 CHANGE OF CONTROL OFFER.

(a) Upon the occurrence of a Change of Control not resulting from the Purchaser Group beneficially owning more than 50% of the total voting power in the aggregate of all classes of shares in the capital of the Corporation then outstanding normally entitled to vote in elections of directors, the Corporation shall, pursuant to an offer (subject only to conditions required by applicable law, if any) by the Corporation (the "CHANGE OF CONTROL OFFER"), offer to purchase for cash all or any part of this Debenture (provided, that the principal amount of this Debenture must be $100,000 or an integral multiple thereof) on a date (the "CHANGE OF CONTROL PURCHASE DATE") that is no later than 90 days after the occurrence of such Change of Control, at the Change of Control Purchase Price specified below, plus accrued and unpaid interest to but excluding the Change of Control Purchase Date. The Change of Control Offer shall be made within 30 Business Days following the Change of Control and shall remain open for acceptance for 20 Business Days following its commencement (the "CHANGE OF CONTROL OFFER PERIOD"). Upon the expiration of the Change of Control Offer Period, the Corporation shall promptly purchase all of this Debenture or part hereof properly tendered in response to the Change of Control Offer. For greater certainty, the Holder may at any time, including while a Change of Control Offer is outstanding, but prior to any tender of this Debenture to such Change of Control Offer, convert this debenture in whole or in part in accordance with section 1.

(b) If Debentures remain outstanding after the making of a Change of Control Offer, the Corporation shall have the right, exercisable for a period of 30 days after the Change of Control Purchase Date, to redeem this Debenture in whole (but not in part) on the same basis, mutatis mutandis, as if such redemption were a redemption made pursuant to section 2; provided, however, that the Redemption Price (as such term is used in section 2) for the purposes of a redemption pursuant to this paragraph 4.1(b), shall be the Change of Control Purchase Price determined pursuant to subsection 4.3.

4.2 "CHANGE OF CONTROL". As used herein, a "CHANGE OF CONTROL" means:

(i) any merger or consolidation of the Corporation with or into any person or any sale, transfer or other conveyance, whether direct or indirect, of all or substantially all of the assets of the Corporation on a consolidated basis, in one transaction or a series of related transactions, if, immediately after giving effect to such transaction(s), any "person" or "group" (as such terms are used

for purposes of sections 13(d) and 14(d) of the Exchange Act, whether or not applicable), is or becomes the beneficial owner (as such term is used in Rule 13d-3 of the Exchange Act or any successor provision thereto), directly or indirectly, of more than 50% of the total voting power in the aggregate normally entitled to vote in the election of directors, managers or trustees, as applicable, of the transferee(s) or surviving entity or entities;

(ii) any "person" or "group" becomes the beneficial owner, directly or indirectly, of more than 50% of the total voting power in the aggregate of all classes of shares in the capital of the Corporation then outstanding normally entitled to vote in elections of directors; or

(iii) during any period of 12 consecutive months after the date hereof, individuals, together with successors selected by such individuals, who at the beginning of any such 12-month period constituted the board of directors of the Corporation cease to constitute a majority of the board of directors of the Corporation then in office, as a result of the election and/or removal of directors by shareholder vote that did not include the affirmative vote of any member of the Purchaser Group.

4.3 "CHANGE OF CONTROL PURCHASE PRICE". As used herein, "CHANGE OF CONTROL PURCHASE Price" means:

(a) if the Change of Control Purchase Date occurs at any time on or after the date hereof and prior to the fifth anniversary of the date hereof, 105.00% of the outstanding principal amount hereof tendered or redeemed;

(b) if the Change of Control Purchase Date occurs at any time on or after the fifth anniversary of the date hereof and prior to the sixth anniversary of the date hereof, at a price equal to 102.90% of the outstanding principal amount hereof tendered or redeemed; and

(c) if the Change of Control Purchase Date occurs at any time on or after the sixth anniversary of the date hereof and prior to the Maturity Date, at a price equal to the outstanding principal amount hereof tendered or redeemed.

4.4 PAYMENT ON ACCEPTANCE. On or before the Change of Control Purchase Date, the Corporation will (i) accept for payment this Debenture or portion hereof properly tendered pursuant to the Change of Control Offer, (ii) pay any Holder that has accepted such offer an amount equal to the Change of Control Purchase Price (together with accrued and unpaid interest, if any) in respect of this Debenture or portion hereof tendered to the Change of Control Offer, and (iii) if only a

portion hereof is tendered to the Change of Control Offer, authenticate and deliver to the Holder a new Debenture equal in principal amount to any unpurchased portion of this Debenture surrendered.

5. MATURITY; NON-PRESENTATION

5.1 PAYMENT ON MATURITY DATE. On the Maturity Date and upon delivery to the Corporation of this Debenture, the Corporation shall pay the principal amount of this Debenture in cash together with accrued and unpaid interest thereon.

5.2 NON-PRESENTATION OF DEBENTURE. If the Holder shall fail to present this Debenture for payment on the date on which the principal thereof and/or the interest thereon or represented thereby becomes payable either at maturity or on redemption or otherwise or shall not accept payment on account thereof and give such receipt therefor, the Corporation shall be entitled to set aside the principal monies and/or the interest, as the case may be, in trust to be paid to the Holder upon due presentation and surrender thereof in accordance with the provisions of this Debenture; and thereupon the monies and/or the interest payable on or represented by each Debenture in respect whereof such monies have been set aside shall be deemed to have been paid and thereafter this Debenture shall not be considered as outstanding and the Holder shall thereafter have no right in respect hereof except that of receiving payment of the monies so set aside by the Corporation (without interest thereon) upon due presentation and surrender of this Debenture.

6. RANKING; SUBORDINATION

6.1 RANKING. This Debenture shall rank senior in right of payment, in bankruptcy, insolvency or otherwise, to all shares in the capital of the Corporation and payments thereon (which payments shall be subordinate in all respects to payment of amounts in respect of this Debenture), including, without limitation, the Common Shares and the Preference Shares.

6.2 SUBORDINATION. This Debenture shall be, and is hereby made, subordinate and subject in right of payment, to the extent and in the manner hereinafter set forth, to the prior payment in full of all Indebtedness of the Corporation other than the Indebtedness evidenced by the Debentures (hereinafter referred to as the "OTHER INDEBTEDNESS"), whether now outstanding or hereafter incurred. This Debenture shall be pari passu in right of payment with all other Debentures.

6.3 DISTRIBUTIONS, ETC. Upon any distribution of the assets of the Corporation upon any dissolution or winding_up or total liquidation of the Corporation (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors of the Corporation or otherwise):

(a) all Other Indebtedness shall first be paid in full, or provision made for such payment, before any payment is made on account of the principal of or interest on the Indebtedness evidenced by this Debenture;

(b) any payment or distribution of assets of the Corporation, whether in cash, property or securities, to which the Holder would be entitled except for the provisions of this section 6, shall be paid or delivered by the Person making such payment or distribution directly to the holders of the Other Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Other Indebtedness may have been issued, to the extent necessary to pay all such Other Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Other Indebtedness;

(c) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Corporation, whether in cash, property or securities, shall be received by the Holder before all Other Indebtedness is paid in full or provision made for its payment, such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Other Indebtedness or their representative or representatives or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Other Indebtedness may have been issued, for application to the payment of all such Other Indebtedness remaining unpaid, to the extent necessary to pay all such Other Indebtedness after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Other Indebtedness; and

(d) any payments or distributions paid over to the holders of the Other Indebtedness pursuant to this section 6 and not applied in reduction of the amounts owing to the Holder shall be deemed not to have discharged any of the obligations of the Corporation hereunder (and, to the extent that by operation of applicable law they are treated as doing so, the Corporation hereby agrees to indemnify the Holder on demand from and against any loss suffered or incurred by it in consequence thereof).

6.4 RELIANCE. Upon any payment or distribution of assets of the Corporation referred to in this section 6, the Holder shall be entitled to rely upon a certificate of the Person making such payment or distribution, delivered to the Holder, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Other Indebtedness, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this section 6.

6.5 SUBROGATION. Subject to the payment in full of all Other Indebtedness, the rights of the Holder shall be subrogated to the rights of the holders of such Other Indebtedness to receive payments or distributions of assets of the Corporation made on such Other Indebtedness, until the principal of and interest on this Debenture shall be paid in full and no such payments or distributions to the Holder of cash, property or securities which otherwise would be payable or distributable to the holders of Other Indebtedness shall, as between the Corporation, its creditors other than the

holders of such Other Indebtedness, and the Holder be deemed to be a payment by the Corporation to or on account of the Other Indebtedness, it being understood that the provisions of this section 6 are, and are intended solely for, the purpose of defining the relative rights of the Holder, on the one hand, and the holders of Other Indebtedness, on the other hand. Nothing contained in this section 6 or elsewhere in this Debenture is intended to or shall impair, as between the Corporation and its creditors (other than the Holder), the obligation of the Corporation, which is unconditional and absolute, to pay to the Holder the principal of and interest on this Debenture (or issue Conversion Shares on conversion thereof), as and when the same shall become due and payable in accordance with its terms or otherwise to comply with any other terms hereof or related to this Debenture, or affect the relative rights of the Holder and creditors of the Corporation, nor shall anything herein or therein prevent the Holder from exercising all remedies otherwise permitted by applicable law upon default under this Debenture, subject to the rights, if any, under this section 6 of the holders of Other Indebtedness in respect of cash, property or securities of the Corporation received upon the exercise of any such remedy.

6.6 NO PAYMENT TO HOLDER IF EVENT OF DEFAULT UNDER OTHER INDEBTEDNESS.

(a) Upon the maturity of any Other Indebtedness by lapse of time, acceleration or otherwise, then, except as hereinafter otherwise provided in paragraph 6.6(d), all principal of and premium, if any, and interest on all such matured Other Indebtedness shall first be paid in full, or shall first have been duly provided for, before any payment on account of principal of, premium, if any, and interest on the Debenture is made.

(b) Except as hereinafter otherwise provided in subsection 6.6(d), the Corporation shall not make any payment on account of this Debenture at any time when an event of default, as defined in any Other Indebtedness or any instrument evidencing the same and permitting the holders thereof to accelerate the maturity thereof, has occurred and is continuing and notice of such event of default has been given to the Corporation by or on behalf of the holders of Other Indebtedness, in each case unless and until the Other Indebtedness has been paid and satisfied in full or unless and until such event of default shall have been cured or waived or shall have ceased to exist.

(c) The fact that any payment hereunder is prohibited by this section 6 will not prevent the failure to make such payment from being an Event of Default hereunder.

(d) For greater certainty, this section 6 shall not be construed so as to prevent any payments on account of this Debenture which are made at any time when no event of default, as defined in any Other Indebtedness or the instrument creating the same and permitting the holders thereof to accelerate the maturity thereof, has occurred and is continuing.

6.7 PAYMENT OF PRINCIPAL AND INTEREST AT ANY TIME. Nothing contained in this section 6 shall affect the obligation of the Corporation to make, or prevent the Corporation from making, at any time except during the continuance of an event of default under Other Indebtedness that bars the Corporation from making payments hereunder, on pendency of any dissolution, winding_up or liquidation of the Corporation, payment of the outstanding principal of and interest on this Debenture.

6.8 RIGHTS OF HOLDERS OF OTHER INDEBTEDNESS NOT IMPAIRED. No right of any present or future holder of any Other Indebtedness to enforce the subordination herein will at any time or in any way be prejudiced or impaired by any act or failure to act on the part of the Corporation or by any non-compliance by the Corporation with the terms, provisions and covenants of this Debenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with.

7. COVENANTS OF THE CORPORATION

7.1 COVENANTS. The Corporation hereby covenants and agrees with the Holder as follows:

(a) TO PAY PRINCIPAL, PREMIUM AND INTEREST. The Corporation will duly and punctually pay or cause to be paid to the Holder the principal of and interest accrued on this Debenture, and premium, if any, thereon, on the dates, at the places, in the moneys and in the manner mentioned herein.

(b) TO CARRY ON BUSINESS. Subject to the express provisions hereof, the Corporation will at all times maintain its corporate existence and will keep or cause to be kept proper books of account in accordance with generally accepted accounting practice.

(c) FINANCIAL STATEMENTS; INFORMATION. The Corporation will furnish to the Holder the financial statements and other information referred to in the Debenture Purchase Agreement.

(d) FOREBEARANCE ON RESTRICTIONS ON RIGHTS OF THE HOLDER. Except as otherwise provided herein, the Corporation will not enter into any agreement or instrument or otherwise agree to any covenant that would in any way limit the right of the Holder to convert this Debenture into Common Shares.

7.2 ISSUANCE OF COMMON SHARES AT A DISCOUNT. The Corporation hereby covenants and agrees with the Holder that it will not issue Common Shares (or securities convertible into or exchangeable for Common Shares) at a price (or in consideration for assets having a fair market value) per Common Share (or having a conversion or exchange price per Common Share) less than 95% of the Current Market Price of a Common Share, unless:

(a) the provisions of section 1.3 would apply to such issuance and the relevant provisions thereof are complied with or the provisions of section 1.4 would exempt such issuance from the application of section 1.3;

(b) such issuance is in connection with the purchase of a business as a going concern and in respect of which the Corporation shall have received a fairness opinion from a nationally-recognized investment banking firm selected by the Corporation;

(c) prior to such issuance, the Corporation obtains the approval of the Toronto Stock Exchange to adjust the Conversion Price immediately after such issuance so that it shall equal the price determined by multiplying the Conversion Price in effect on such issuance date by a fraction, the numerator of which shall be the total number of Common Shares outstanding on such issuance date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares issued (or the aggregate conversion or exchange price of the convertible securities so issued) by such Current Market Price per Common Share, and the denominator of which shall be the total number of Common Shares outstanding on such issuance date plus the total number of additional Common Shares issued (or into which the convertible or exchangeable securities so issued are convertible); any Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever there is such an issuance; to the extent that following any such issuance of securities convertible into or exercisable for Common Shares, such convertible or exchangeable securities cease to be outstanding other than by reason of conversion or exchange for Common Shares, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect if such convertible or exchangeable securities had not originally been issued; or

(d) the board of directors of the corporation, after consultation with external legal counsel, determines in good faith that the failure to proceed with such issuance would be inconsistent with its fiduciary duties under applicable law.

8. EVENTS OF DEFAULT; ACCELERATION OF PAYMENT

8.1 EVENTS OF DEFAULT. The principal amount of this Debenture together with interest accrued thereon shall become immediately due and payable upon the occurrence of any of the following events (each an "EVENT OF DEFAULT"):

(a) if the Corporation makes default in any payment of principal owing on this Debenture or any other Debenture when due, if the Corporation fails to pay interest owing on this Debenture or any other Debenture or to pay any other amounts owing

hereunder or thereunder, in each case but without duplication, within 5 days when due;

(b) subject to paragraph 8.1(a) above, if the Corporation makes default in the observance or performance of anything required to be done by the Corporation, or any material covenant or condition required to be observed or performed by the Corporation, pursuant to this Debenture or any other Debenture and such default shall remain unremedied for 30 days following the receipt by the Corporation from the holders of in excess of 50% of the aggregate outstanding principal amount of Debentures of written notice of such default;

(c) if the Corporation or any Significant Subsidiary ceases or threatens to cease to carry on its business or commits any act of bankruptcy or becomes bankrupt or goes into liquidation or becomes insolvent or makes a general assignment for the benefit of its creditors or otherwise acknowledges its insolvency, excluding any Significant Subsidiary that ceases to carry on business or liquidate in each case for reasons other than its bankruptcy and insolvency;

(d) if a bankruptcy petition or similar proceeding is filed or presented against the Corporation or against a Significant Subsidiary and is not contested in good faith and discharged, stayed or vacated within 60 days;

(e) if a custodian or sequestrator or liquidator or trustee in bankruptcy or a receiver or receiver and manager or any other officer with similar powers is appointed with respect to the Corporation or a Significant Subsidiary or all or any material part of the property, assets or undertaking of the Corporation or a Significant Subsidiary;

(f) if the Corporation or a Significant Subsidiary makes a proposal under the Bankruptcy and Insolvency Act (Canada) or other similar legislation of any other jurisdiction respecting bankruptcy and insolvency or takes any action in respect of the settlement of any claims of its creditors under the provisions of the Bankruptcy and Insolvency Act (Canada) or such other legislation;

(g) if any proceedings against the Corporation or against a Significant Subsidiary are taken with respect to a compromise or arrangement under the Companies' Creditors Arrangement Act (Canada) (or any Act substituted therefor) or similar legislation of any jurisdiction and such proceedings are not discharged, stayed or vacated by the Corporation within 60 days of said action;

(h) if an order is made or a resolution is passed for the winding-up, dissolution or liquidation of the Corporation or of a Significant Subsidiary (excluding Significant Subsidiaries in respect of which a resolution is passed for their winding-up,

dissolution or liquidation, in each case for reasons other than bankruptcy or insolvency) or if a petition is filed or other process taken for the winding-up, dissolution or liquidation of the Corporation and not vacated, stayed or discharged by the Corporation in good faith within 60 days of said action; or

(i) if a Change of Control of the Corporation shall have occurred and the Corporation fails to make an offer to purchase this Debenture in accordance with the provisions of section 4.

8.2 NOTICE OF EVENT OF DEFAULT. The Corporation shall promptly notify the Holder of any Event of Default or any event which, with notice or lapse of time or both, would constitute an Event of Default under this Debenture.

8.3 REIMBURSEMENT OF LEGAL EXPENSES. Following an Event of Default hereunder, in the event that the Holder takes any legal proceeding for the purpose of enforcing its rights under this Debenture in accordance with the terms and conditions hereof, the Corporation shall reimburse the Holder for all reasonable legal fees and expenses, costs of investigation, collection or other enforcement incurred by the Holder as a result thereof.

9. SUCCESSOR CORPORATIONS

9.1 CERTAIN REQUIREMENTS. The Corporation shall not, directly or indirectly, sell, lease, transfer or otherwise dispose of all or substantially all of its property and assets as an entirety to any other corporation, and shall not amalgamate, consolidate or merge with or into any other corporation unless:

(a) the Corporation shall be the surviving Person, or the Person (if other than the Corporation) formed by such amalgamation or merger shall be a corporation organized and validly existing under the federal laws of Canada or any province or territory thereof or the laws of the United States of America or any state thereof or the District of Columbia and shall expressly assume, by an assumption agreement executed and delivered to the Holder in form satisfactory to the Holder, acting reasonably, all of the Corporation's obligations under this Debenture and shall attorn to the jurisdiction of the courts of the State of New York (the Corporation or such other Person who becomes such a successor obligor under this Debenture being herein referred to as the "SUCCESSOR CORPORATION");

(b) such transaction shall, to the satisfaction of the Holder and in the opinion of counsel to the Holder, acting reasonably, be upon such terms as to preserve and not to impair in any material respect any of the rights or powers of the Holder hereunder; and

(c) no condition or event shall exist as to the Corporation or the successor corporation either at the time of or immediately after the consummation of any such transaction and after giving full effect thereto or immediately after the successor corporation complying with the provisions of paragraph 9.1(a) which constitutes or would constitute, after notice or lapse of time or both, an Event of Default.

9.2 VESTING OF POWERS IN SUCCESSOR. Whenever the conditions of section 9.1 have been duly observed and performed, (A) the successor corporation shall possess and from time to time may exercise each and every right and power of the Corporation under this Debenture in the name of the Corporation or otherwise and any act or proceeding by any provision of this Debenture required to be done or performed by any directors or officers of the Corporation may be done and performed with like force and effect by the directors or officers of such successor corporations and (B) the Corporation if not the successor corporation shall thereupon be released and discharged from all of its obligations hereunder.

10. REGISTRATION; EXCHANGE; SUBSTITUTION OF DEBENTURES.

10.1 REGISTRATION OF DEBENTURES. The Corporation shall keep at its principal executive office a register for the registration and registration of transfers of this Debenture and any other Debentures (the "DEBENTURE REGISTER"). The name and address of each holder of one or more Debentures, each transfer thereof and the name and address of each transferee of one or more Debentures shall be registered in such register. Prior to due presentment for registration of transfer, the Person in whose name any Debenture shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Corporation shall not be affected by any notice or knowledge to the contrary.

10.2 TRANSFER AND EXCHANGE OF DEBENTURES . This Debenture is subject to restrictions upon transfer contained in the Debenture Purchase Agreement. Upon surrender of this Debenture at the principal executive office of the Corporation for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the Holder or his attorney duly authorized in writing and accompanied by the address for notices of each transferee of this Debenture or part thereof), the Corporation shall execute and deliver, at the Corporation's expense (except as provided below), one or more new Debentures (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Debenture. Each such new Debenture shall be payable to such Person as the Holder may request. Each such new Debenture shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Debenture or dated the date of the surrendered Debenture if no interest shall have been paid thereon. The Corporation may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Debentures. This Debenture shall not be transferred in denominations of less than $1,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Debentures, one Debenture may be in a

denomination of less than $1,000. Any transferee, by its acceptance of a Debenture registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in section 4.2(e) of the Debenture Purchase Agreement.

10.3 REPLACEMENT OF DEBENTURES . Upon receipt by the Corporation of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of this Debenture, and (i) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it, or (ii) in the case of mutilation, upon surrender and cancellation thereof, the Corporation at its own expense shall execute and deliver, in lieu thereof, a new Debenture, dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Debenture or dated the date of such lost, stolen, destroyed or mutilated Debenture if no interest shall have been paid thereon.

11. NOTICE

11.1 Notice shall be served on the Holder by delivering it or sending it by telecopier or other means of recorded electronic transmission addressed to the Holder c/o CLGI, Inc., 3 E. 54th Street, New York, New York 10022, telecopier number 212-715-4902, Attention: Michael Kraus, Managing Director. The Holder agrees to send written notification to the Corporation of any change of address. Notice shall be served on the Corporation by delivering it or sending by telecopier or other means of recorded electronic transmission addressed to the Corporation at Moore Corporation Limited, Scotia Plaza, 40 King St. West, Suite 3501, P.O. Box 205, Toronto, Ontario, M5H 3Y2, telecopier number 416-364-1667, Attention: General Counsel. Any notice so delivered shall be deemed to have been given when received or if sent by telecopier or other means of recorded electronic transmission, shall be deemed to have been given when sent.

12. MISCELLANEOUS

12.1 GOVERNING LAW. This Debenture shall be governed by and construed in accordance with the laws of the State of New York. Each of the Holder and the Corporation hereby submits to the exclusive jurisdiction of the courts of the State of New York and all courts competent to hear appeals therefrom , and waives any objection as to venue in the County of New York, State of New York with respect to any suit, claim or other dispute arising out of this Debenture.

12.2 SEVERANCE. The invalidity or unenforceability of any provision of this Debenture or any covenant herein contained shall not affect the validity or enforceability of any other provision or covenant hereof or herein contained and this Debenture shall be construed as if such invalid or unenforceable provision or covenant were omitted.

12.3 TRANSFER. This Debenture may not be transferred by the Holder except to the Corporation in connection with the conversion, redemption, retraction or maturity hereof and except as provided in the Debenture Purchase Agreement.

IN WITNESS WHEREOF the Corporation has caused this Debenture to be executed.

Dated as of this 21st day of December, 2000.

MOORE CORPORATION LIMITED

By:______________________

By:______________________

(FORM OF NOTICE OF CONVERSION)

TO: MOORE CORPORATION LIMITED

The undersigned holder of the within Debenture hereby irrevocably elects to convert such Debenture (or US$____________________ principal amount of such Debenture*) into common shares ("COMMON SHARES") of Moore Corporation Limited in accordance with the terms of such Debenture and directs that the Common Shares and any cash or property in addition thereto be delivered to the person indicated below.

* If less than the full principal amount of the within Debenture is to be converted, indicate in the space provided the principal amount (which must be US$1,000 or integral multiples thereof) to be converted.

[NAME OF HOLDER]

Dated: ______________________________ by: ___________________________________ Name:

Title:

(FORM OF NOTICE OF ASSIGNMENT)

TO: MOORE CORPORATION LIMITED

The undersigned holder of the within Debenture hereby irrevocably assigns such Debenture (or US$____________________ principal amount of such Debenture*) to _____________________ in accordance with the terms of such Debenture and directs that such Debenture be delivered to that person at the address indicated below.

* If less than the full principal amount of the within Debenture is to be converted, indicate in the space provided the principal amount (which must be US$1,000 or integral multiples thereof) to be converted.

[NAME OF HOLDER]

Dated: ______________________________    by: ___________________________________
                                         Name:
                                         Title:


Name and Address for Delivery:

------------------------------------

------------------------------------

December 21, 2000

Chancery Lane/GSC Investors L.P.
3 E. 54th Street - Suite 1700
New York, New York 10022

CLGI, Inc.
3 E. 54th Street - Suite 1700
New York, New York 10022

STANDSTILL AGREEMENT

Reference is made to the debenture purchase agreement (the "Debenture Purchase Agreement") made between Moore Corporation Limited (the "Company") and Chancery Lane/GSC Investors L.P. (the "Purchaser"), dated as of December 12, 2000, pursuant to which the Purchaser has agreed to invest an aggregate of US $70,500,000 in the Company on the terms and conditions set forth in such Debenture Purchase Agreement. As a condition and material inducement to the Company entering into the Debenture Purchase Agreement, each of the Purchaser and CLGI, Inc., the sole general partner of the Purchaser (the "General Partner"), is entering into this standstill agreement (the "Agreement"), dated as of December 21, 2000. Capitalized terms used but not defined herein shall have the meanings set forth in the Debenture Purchase Agreement.

Now therefore, in consideration of the foregoing and the covenants contained herein, and intending to be legally bound, the parties to this Agreement agree as follows:

1. RESTRICTIONS ON ACQUISITIONS.

Each of the Purchaser and the General Partner covenants and agrees that, except as otherwise permitted by the terms of this Agreement, the Debenture Purchase Agreement and the Debenture Certificate, until the Release Date occurs, no member of the Restricted Group shall, directly or indirectly in any manner, acquire, offer or propose to acquire or agree to acquire (whether publicly or otherwise):

(a) Substantially all of the assets of the Company or the capital stock of any of its Significant Subsidiaries; or

(b) Common Shares, any other capital stock of the Company or other securities of the Company entitled to vote generally in the election of directors of the Company ("Voting Stock"), or any direct or indirect rights, options or warrants of the Company to acquire any Voting Stock or any securities of the Company convertible or exercisable into or exchangeable for any of the foregoing (whether or not currently convertible, exercisable or exchangeable) (all of the foregoing, collectively, "Voting Securities") (including without limitation "beneficial ownership" of any such securities, within the meaning set forth in Rule 13d-3 under the

Exchange Act ("Beneficial Ownership")), which acquisition would cause the Restricted Group Ownership Percentage (as defined below) to exceed the Maximum Permitted Ownership Percentage (as defined below) (other than pursuant to a tender offer or other similar offer to acquire all of the outstanding Common Shares that is made by a member of the Restricted Group to all shareholders of the Company with the prior approval of a majority of the independent directors of the board of directors of the Company (the Board), provided that no member of the Restricted Group shall propose such a tender offer or other similar offer to the Board unless invited to do so by the Board on an unsolicited basis); provided, however, that any increase in Restricted Group Ownership Percentage that (i) results in the Restricted Group Ownership Percentage exceeding 19.9% (other than pursuant to the proviso of the definition of Maximum Permitted Ownership Percentage below) and (ii) is in the aggregate greater than 5% of the Companys outstanding Common Shares in any 12-month period shall only be made pursuant to an offer available to all shareholders of the Company.

"Restricted Group Ownership Percentage" shall mean the aggregate percentage Beneficial Ownership by the members of the Restricted Group of the Company's Voting Securities, in each case calculated in the manner set forth in Rule 13d-3 under the Exchange Act.

"Maximum Permitted Ownership Percentage" shall mean the greater of (i) 19.9% or (ii) the percentage of Beneficial Ownership of Voting Securities owned by the largest shareholder of the Company (other than any member of the Restricted Group, and other than any other shareholder of the Company who reports (or is eligible to report) its ownership of the Company's securities on Form 13G under the Exchange Act or pursuant to Part 4 of National Instrument 62-103); provided, however, that, from and after the first anniversary of the Closing, any collective investment vehicles which are controlled Affiliates of Greenwich Street Investments II, L.L.C., and which are not also Affiliates of the Purchaser or the General Partner (except as a result of their Affiliation with Greenwich Street Investments II, L.L.C.), shall be permitted to acquire in open market purchases up to an additional aggregate percentage Beneficial Ownership of Voting Securities (in addition to the other Beneficial Ownership otherwise permitted by the Restricted Group hereunder) equal to the positive percentage (if any) resulting from subtracting the then-applicable Maximum Permitted Ownership Percentage from 22.9%, provided that such additional Voting Securities acquired pursuant to the exception contained in this proviso shall in all other respects be subject to the provisions of this Agreement applicable to the other Voting Securities owned by the Restricted Group.

2. RESTRICTIONS ON PROXY CONTESTS.

Each of the Purchaser and the General Partner covenants and agrees that, until the Release Date occurs, no member of the Restricted Group shall propose, participate in, make or support any "solicitation" of "proxies" to vote (as such terms are defined in Rule 14a-1 under the Exchange Act), solicit any consent, or communicate with or seek to advise or influence any Person (in each case other than members of the Restricted Group) with respect to the solicitation or voting of any Voting Securities of the Company (A) in opposition to any matter that has been recommended to shareholders by the Board or in favor of any matter that has not been approved by the Board, or otherwise become a "participant" in any "election contest" (as such terms are defined or used in Rule 14a-11 under the Exchange Act) with respect to the Company, or (B) in opposition to the Company's then-current members of management; provided, however, that the restrictions set forth in this Section 2 shall lapse in the event that (i) Robert Burton is terminated as the Company's chief executive officer ("CEO") without "Cause" (as defined in his employment agreement with the Company) within the twenty-four month period immediately following the date of this Agreement, (ii) neither of the members of the Board designated by the Restricted Group pursuant to section 6.1(b) of the Debenture Purchase Agreement vote in favor of such termination of Mr. Burton and (iii) neither of the members of the Board designated by the Purchaser pursuant to section 6.1(b) of the Debenture Purchase Agreement votes in favor of the chief executive officer (or such officer having another title but having substantially similar responsibilities as the chief executive officer) who replaces Mr. Burton.

3. RESTRICTION ON VOTING GROUP.

Each of the Purchaser and the General Partner covenants and agrees that, until the Release Date occurs, no member of the Restricted Group shall participate in, form, be a member of, join or encourage the formation of, any "group" (within the meaning provided in Section 13(d)(3) of the Exchange Act)
(other than any group consisting solely of members of the Restricted Group)
with respect to any Voting Stock of the Company or the acquisition of substantially all of the assets of the Company or any of the capital stock of its Significant Subsidiaries (other than a group the sole purpose and activities of which are to exercise the Restricted Group's solicitation rights permitted by the proviso contained in Section 2 of this Agreement).

4. SHAREHOLDER PROPOSALS.

Each of the Purchaser and the General Partner covenants and agrees that, until the Release Date occurs, no member of the Restricted Group shall (A) initiate, propose or otherwise solicit shareholders of the Company with respect to, or otherwise make publicly, any shareholder proposal with respect to the Company (including without limitation a proposal of the type described in Rule 14a-8 under the Exchange Act), or induce or attempt to induce any other Person to initiate any such shareholder proposal or (B) solicit, seek to effect, negotiate with or provide any information to any other Person (other than another member of the Restricted Group) with respect to, or make any proposal, whether written or oral, to the Board, or otherwise

make any public announcement or proposal whatsoever with respect to, a merger or acquisition of the Company or any of its Subsidiaries, the sale of substantially all of the assets of the Company or any capital stock of any of its Significant Subsidiaries, the purchase of Voting Securities of the Company or any of its Significant Subsidiaries, the liquidation or recapitalization of the Company or any of its Subsidiaries or any similar business transactions, or take any other action which might require or result in a public announcement with respect to any such matters or other matters which would require a shareholder vote, or make an announcement of the intention to make such a proposal (in each case other than any such public statements or proposals necessary to the exercise of the Restricted Group's solicitation rights permitted by the proviso contained in Section 2 of this Agreement).

5. ELECTION OF DIRECTORS.

Each of the Purchaser and the General Partner covenants and agrees that, until the Release Date occurs, no member of the Restricted Group shall seek or attempt to elect members to or place a representative on, or seek to remove members from, the Board, in each case other than pursuant to section 6.1(b), section 6.1(d)(i) and section 6.3 of the Debenture Purchase Agreement (in each case other than solely pursuant to the exercise of the Restricted Group's opposition rights permitted by the proviso contained in Section 2 of this Agreement).

6. VOTING TRUSTS.

Each of the Purchaser and the General Partner covenants and agrees that, until the Release Date occurs, no member of the Restricted Group shall deposit any Voting Securities of the Company into a voting trust or subject any Voting Securities of the Company to any arrangement or agreement with respect to the voting thereof.

7. SHAREHOLDER MEETINGS.

Each of the Purchaser and the General Partner covenants and agrees that, until the Release Date occurs, no member of the Restricted Group shall call or seek to have called any meeting of the shareholders of the Company (other than a shareholders meeting the sole purpose and scope of which (other than to the extent that such purpose and scope are expanded by shareholders who are not members of the Restricted Group or by the Board, in either case without any solicitation or encouragement to do so by any member of the Restricted Group) is to exercise the Restricted Group's opposition rights permitted by the proviso contained in Section 2 of this Agreement).

8. THIRD PARTY ACTIONS.

Each of the Purchaser and the General Partner covenants and agrees that, until the Release Date occurs, no member of the Restricted Group shall instigate or assist, or enter into any arrangements with, any other Person to take any of the actions described in Sections 1 through 7 or in Section 14 hereof (including without limitation through (i) the actions of the members of the Board nominated pursuant to Section 6.1(b) of the Debenture Purchase Agreement, acting in their capacity as directors, or (ii) the actions of any other member of a "group" (within the meaning provided in Section 13(d)(3) of the Exchange Act) of which any such member of the Restricted Group is a member).

9. RELEASE FROM RESTRICTIONS; TERMINATION.

The restrictions set forth in clause (B) of Section 4 of this Agreement shall not prevent the Restricted Group from making a written acquisition proposal to the Board (or from publicly announcing the making of such a written proposal not less than eight Business Days after it has been made, if not previously made public by the Company) that is designed to compete with a definitive, bona fide written offer for not less than 50.1% of the capital stock or assets of the Company that has either been made in writing by a third party to the Board (in which event such written offer shall be required to set forth a specific amount and form of consideration, as well as other customary material terms, to be considered "definitive" hereunder) or has been publicly commenced by a third party through the launching of a tender offer or by other similar means (whether or not pursuant to an agreement with the Company), in any such event which offer was not directly or indirectly induced by any member of the Restricted Group (a "Third Party Offer").

10. NOTICE.

(a) Any notice or direction or other instrument required or permitted to be given under this Agreement shall be in writing and shall be given by delivery of the same or by sending the same by facsimile, in each case addressed as follows:

(i) if to the Company, at:

Moore Corporation Limited c/o Moore Executive Office 1200 Lakeside Drive Bannockburn, IL 60015-1243

Attention: Office of General Counsel and Chief Financial Officer

Or by facsimile at: 847-607-7113

with a copy to:

Moore Corporation Limited Scotia Plaza 40 King St., West Suite 3501
P.O. Box 205 Toronto, ON M5H 3Y2

Attention: Vice President and Secretary

or by facsimile at: 416-364-1667; and

(ii) if to the Purchaser or the General Partner:

Chancery Lane/GSC Investors L.P.

c/o CLGI, Inc.
3 E. 54th Street - Suite 1700
New York, NY 10022

Attention: Michael Kraus

or by facsimile at: 212-223-4074.

(b) Any notice, direction or other instrument will be deemed to have been given and received on the day on which it is delivered or transmitted if a business day (being any day other than a Saturday, Sunday or a statutory or civic holiday in Toronto, Ontario or New York, New York) and, if not a business day, then on the next succeeding business day.

(c) Either party may at any time give to the other notice in writing of any change of address of the party giving such notice and from and after the giving of such notice the address therein specified will be deemed to be the address of such party for the purposes of giving notice

hereunder.

11. BENEFIT OF THIS AGREEMENT.

No party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

12. ENTIRE AGREEMENT.

This Agreement, the Ancillary Agreements and the Debentures constitute the entire agreement between the parties with respect to the subject matter hereof and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise, between the parties with respect to such subject matter.

13. FURTHER ASSURANCES.

Upon request of one party to this Agreement from time to time, the other party shall promptly execute and deliver such further and other documents and do such further and other things as may be reasonably necessary or convenient in order to fully perform the terms and carry out the intention of this Agreement.

14. AMENDMENTS; WAIVER; TERMINATION.

No amendment, modification or waiver of any provision of this Agreement or consent to any departure by the parties hereto from any provision of this Agreement will in any event be effective unless it is in writing signed by each party hereto and then the amendment, modification, waiver or consent will be effective only in the specific instance, for the specific purpose and for the specific length of time indicated in that instrument. Each of the Purchaser and the General Partner covenants and agrees that, until the Release Date occurs, no member of the Restricted Group shall request or propose (in writing or otherwise) that the Company waive, modify, amend or otherwise fail to diligently enforce any provision of this Agreement. This Agreement shall terminate on the Release Date, provided that such termination shall not relieve any party hereto from liabilities arising hereunder prior to such termination.

15. SEVERABILITY.

Any provision of this Agreement which is prohibited or unenforceable shall not invalidate the remaining provisions unless its removal would substantially defeat the basic intent, spirit and purpose of this Agreement.

16. GOVERNING LAW.

This Agreement shall be governed by and construed according to the laws of the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of New York with respect to all matters arising hereunder.

17. TIME.

Time shall be of the essence of all provisions of this Agreement.

18. REPRESENTATIONS AND WARRANTIES. The General Partner hereby represents and warrants to the Company that:

(a) ORGANIZATION; POWER AND AUTHORITY. The General Partner is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware; the General Partner has all necessary corporate power to execute and deliver this Agreement on its own behalf and on behalf of the Purchaser and to comply with its obligations hereunder.

(b) AUTHORIZATION, ETC. The General Partner has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement; this Agreement has been duly executed and delivered by the General Partner on its own behalf and on behalf of the Purchaser, and constitutes the legal, valid and binding obligation of the General Partner, enforceable by the Company in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other laws of general application affecting the enforcement of creditors' rights and subject to the qualification that specific performance and injunction, being equitable remedies, may be granted only in the discretion of a court of competent jurisdiction.

(c) COMPLIANCE WITH LAWS, OTHER INSTRUMENTS, ETC. The authorization, execution, delivery and performance by the General Partner on its own behalf and on behalf of the Purchaser of this Agreement is in conflict with or will result in any breach of, or will create a state of facts which after notice or lapse of time or both will result in a breach of any of the terms or provisions of, the constituent documents of the General Partner, the resolutions of the board of directors of the General Partner or any material indenture, instrument, agreement or undertaking to which the General Partner is a party or by which the General Partner or the properties or assets of the General Partner are or may become bound, or results or would result in the creation or imposition of any security interest, mortgage, Lien, charge or encumbrance of any nature whatsoever upon any of the material properties or assets of the General Partner pursuant to the terms of any such indenture, instrument, agreement or undertaking.

19. PURCHASER'S COVENANTS. The Purchaser hereby represents and warrants that each member of the Restricted Group that is a general or limited partner of the Purchaser has agreed to comply with the covenants and agreements contained in this Agreement and the Debenture Purchase Agreement applicable to the actions of such Restricted Group member. The Purchaser hereby covenants and agrees (i) to cause each other member of the Restricted Group to comply with the covenants and agreements contained in this Agreement and the Debenture Purchase Agreement applicable to the actions of such Restricted Group member and (ii) to cause each other member of the Purchaser Group to comply with the covenants and agreements contained in the Debenture Purchase Agreement applicable to the actions of such Purchaser Group member. Without limiting the generality of the foregoing, the Purchaser represents and warrants that the Purchaser's constituent documents executed by members of the Restricted Group who are general or limited partners of the Purchaser shall at all times contain an agreement of each such Purchaser Group member to comply with the covenants and agreements contained in this Agreement and the Debenture Purchase Agreement applicable to such Person. The Purchaser further covenants and agrees that the Company shall be an intended third party beneficiary of such agreement of each such Purchaser Group member and, prior to the Release Date, the Purchaser shall not modify, amend, waive or otherwise fail to diligently enforce such agreement of any such Purchaser Group member without the prior written consent of the Company. The Purchaser shall cause each other member of the Purchaser Group who becomes a holder of Debentures and each other member of the Restricted Group who becomes a holder of Conversion Shares, in either such case by reason of a transfer of such securities from the Purchaser or any other transferee of the Purchaser, to agree in a written instrument delivered to the Company (and reasonably satisfactory in form and substance to the Company) to be bound by the Purchaser's covenants set forth in this paragraph as a condition to such transfer.

MOORE CORPORATION LIMITED

By: /s/ John Laurie
   -------------------------
   Name: John Laurie
   Title: V.P. and Treasurer

CHANCERY LANE/GSC INVESTORS L.P.,

BY: ITS GENERAL PARTNER, CLGI, INC.

By: /s/ Mark Angelson
   -------------------------
   Name: Mark Angelson
   Title: Deputy Chairman

CLGI, INC.

By: /s/ Mark Angelson
   -------------------------
   Name: Mark Angelson
   Title: Deputy Chairman

REGISTRATION RIGHTS AGREEMENT
DATED AS OF DECEMBER 21, 2000
BETWEEN
MOORE CORPORATION LIMITED
AND
CHANCERY LANE/GSC INVESTORS L.P.

This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of December 21, 2000, between Moore Corporation Limited, a corporation organized under the laws of Ontario ("Moore"), and Chancery Lane/GSC Investors L.P., a Delaware limited partnership ("CLGI").

RECITALS

WHEREAS, Moore and CLGI have entered into a Debenture Purchase Agreement, dated as of December 12, 2000 (the "Debenture Purchase Agreement"); and

WHEREAS, pursuant to the Debenture Purchase Agreement, CLGI has acquired Debentures (as defined in the Debenture Purchase Agreement) that are convertible into Common Shares (as defined below); and

WHEREAS, Moore has agreed to provide the registration rights set forth in this Agreement;

NOW THEREFORE, in consideration of the mutual covenants and undertakings contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to and on the terms and conditions herein set forth, the parties hereto agree as follows:

1. Definitions.

Capitalized terms used but not defined in this Agreement shall have the respective meanings assigned to such terms in the Debenture Purchase Agreement. As used in this Agreement, the following capitalized terms shall have the following meanings:

"Affiliate" shall have the meaning set forth in Rule 405 of the Securities Act.

"Canadian Filing" shall mean either a Demand Filing to obtain a receipt for a Canadian Prospectus in Canada pursuant to Section 2(a) of this Agreement or a Proposed Filing by Moore to file a Canadian Prospectus under Canadian Securities Laws pursuant to Section 3(a) of this Agreement.

"Canadian Prospectus" shall mean the prospectus (including, without limitation and unless otherwise specified, any preliminary prospectus, any final prospectus and any prospectus that discloses information previously omitted from a prospectus) filed under Canadian Securities Laws with Canadian Regulatory Authorities, as amended or supplemented by any prospectus supplement or amendment with respect to the terms of the offering of any portion of such prospectus and by all other amendments and supplements to such prospectus, including all material incorporated by reference in such prospectus and all documents filed after the date of such prospectus by Moore under the Canadian Securities Laws and incorporated by reference therein.

"Canadian Regulatory Authorities" means, collectively, the securities regulatory authority in each of the Canadian provinces.

"Canadian Securities Laws" shall mean the securities laws, regulations, policies and rules in effect in all of the Canadian provinces, as the same may be amended from time to time.

"CLGI" shall have the meaning set forth in the Preamble.

"Common Shares" shall mean the common shares of Moore.

"Debenture Purchase Agreement" shall have the meaning set forth in the Recitals.

"Demand Filing" shall have the meaning set forth in Section 2(a) hereof.

"Demand Filing Statement" shall have the meaning set forth in Section 2(a) hereof.

"Effective Time" shall mean (i) in the case of a U.S. Filing, the date on which the SEC declares a Registration Statement effective or on which such Registration Statement otherwise becomes effective or (ii) in the case of a Canadian Filing, the date on which the last of the receipts for a final Canadian Prospectus has been obtained from the Canadian Regulatory Authorities.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

"Indemnified Person" shall have the meaning set forth in Section 6(a) hereof.

"Moore" shall have the meaning set forth in the Preamble.

"NASD Rules" shall mean the Rules of the National Association of Securities Dealers, Inc., as amended from time to time.

"Person" shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

"Piggyback Filing" shall have the meaning set forth in Section 3(a) hereof.

"Proposed Filing" shall have the meaning set forth in Section 3(a) hereof.

"Prospectus" means either a U.S. Prospectus or a Canadian Prospectus.

"qualification" means, in the context of Canadian Securities Laws, the qualification of trades in Subject Shares pursuant to a final prospectus filed with, and in respect of which a receipt or receipts have been issued in respect of such prospectus by, applicable Canadian Regulatory Authorities.

"qualified", in respect of Subject Shares, means the qualification of such securities.

"Registration Expenses" shall have the meaning set forth in Section 5(a) hereof.

"Registration Statement" shall mean any registration statement of Moore which covers Subject Securities pursuant to the provisions of this Agreement, including the U.S. Prospectus, amendments and supplements to such registration statement, including pre- and post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement.

"Restricted Security" shall mean any security unless and until:

(i) a registration statement with respect to the sale of such security shall have been declared effective under the Securities Act and such security shall have been disposed of in accordance with such registration statement,

(ii) a receipt or receipts for a final Canadian Prospectus with respect to the sale of such security shall have been obtained from all applicable Canadian Regulatory Authorities in accordance with Canadian Securities Laws and such security shall have been disposed of in accordance with such prospectus,

(iii) it is distributed to the public pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, or

(iv) such security shall have been otherwise transferred pursuant to an applicable exemption under the Securities Act or Canadian Securities Laws, new certificates for such security not bearing a legend restricting further transfer shall have been delivered by Moore and such security shall be freely transferable to the public without either (a) registration under the Securities Act or (b) qualification under Canadian Securities Laws.

"Securities Act" shall mean the Securities Act of 1933, as amended.

"SEC" shall mean the Securities and Exchange Commission.

"Shelf Registration" shall have the meaning set forth in Section 2(a) hereof.

"Subject Securities" shall mean the Common Shares issued to CLGI or any direct or indirect permitted transferee or distributee of CLGI upon conversion of Debentures, from time to time, and any securities issued in respect of or in exchange for such Common Shares or other Subject Securities, provided that a security ceases to be a Subject Security when it is no longer a Restricted Security.

"underwritten", "underwritten registration", "underwritten offering" or "underwritten registered offering" shall mean a registration in which securities of Moore are sold to an underwriter for re-offering to the public pursuant to an effective Registration Statement and/or a

final Canadian Prospectus for which a receipt or receipts have been obtained from the applicable Canadian Regulatory Authorities.

"U.S. Filing" shall mean either a Demand Filing to file a registration statement in the United States pursuant to Section 2(a) of this Agreement or a Proposed Filing by Moore to file a registration statement under the Securities Act pursuant to Section 3(a) of this Agreement.

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

2. Demand Filings.

(a) Notice. CLGI may at any time after the first anniversary of the Closing Date, but on not more than two occasions, make a written request to Moore that Moore at CLGIs option (i) file a registration statement in the United States registering for offer and sale all or a part of its Subject Securities in the United States of America, including a shelf registration pursuant to Rule 415 under the Securities Act (a Shelf Registration) if Moore is eligible to use such a registration or (ii) obtain a receipt or receipts for a final Canadian Prospectus in Canada from the applicable Canadian Regulatory Authorities, including a shelf prospectus pursuant to National Instrument 44-102 (a "Canadian Shelf") if Moore is eligible to use a Canadian Shelf qualifying the offer and sale of all or part of its Subject Securities in Canada, (in either case, a "Demand Filing Statement"), or, if requested in good faith by CLGI, in both jurisdictions, having an aggregate public market offering price of not less than U.S.$20 million (or the Canadian dollar equivalent thereof at such time based on the average of the closing market prices for the ten-day trading period prior to the date of the request) in each case. In any such case, such (i) registration must be made with the SEC under and in accordance with provisions of the Securities Act, and (ii) such receipt or receipts must be obtained from all of the applicable Canadian Regulatory Authorities in accordance with Canadian Securities Laws (in either case, a "Demand Filing"). All requests made pursuant to this paragraph will specify the proposed aggregate number of the Subject Securities to be registered or qualified and will also specify the intended methods of disposition thereof. Moore shall notify within 10 days after receipt thereof each Primary Investor (as such term is defined in the limited partnership agreement of CLGI) holding Subject Securities in writing of the receipt of a request for registration and/or qualification, as the case may be, by CLGI pursuant to this Section 2(a) and each Primary Investor that did not cause CLGI to exercise the right to request the Demand Filing (as provided in CLGIs Restricted Securities Agreement dated as of the date hereof), in lieu of exercising its rights under Section 3, may elect (by written notice to Moore within 15 days from the date such holder received Moore's written notification of CLGI's request) to have any or all of its Subject Securities included in such registration or qualification, as the case may be, requested by CLGI.

(b) Restrictions. Each Demand Filing Statement shall be filed as soon as possible but in no event later than 60 days (subject to the last sentence of this Section 2(b)) after the date CLGI makes the written request for registration and/or qualification under the preceding paragraph. CLGI shall not be permitted to make the written request for registration and/or qualification under the preceding paragraph more than once in any six-month period and no sooner than six months after the completion of any prior demand offering. Without limiting Moores obligation to effect any Demand Filing pursuant to this
Section 2 and to pay for any and all Registration Expenses associated therewith (as provided in Section 5 hereof), a registration and/or qualification requested pursuant to this Section 2 shall not be counted as a Demand Filing Statement for purposes of the first sentence of Section 2(a) if CLGI has not been able to sell at least 50% of the Subject Securities requested to be included in such registration and/or qualification. In addition, a Demand Filing Statement shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective by the SEC and remains effective in compliance with the provisions of the Securities Act or unless a receipt

or receipts for a final Canadian Prospectus with respect thereto has been issued by all applicable Canadian Regulatory Authorities and such prospectus remains in compliance with Canadian Securities Laws until the earlier of (x) such time as all of the Subject Securities covered thereby have been disposed of in accordance with such registration statement and/or prospectus and (y) in the case of a U.S. registration statement, with respect to any Shelf Registration, 270 days after the date on which the staff of the SEC has indicated that it is satisfied with the registration statement and all responses to its comments and that it is prepared upon the proper filing of a pricing amendment to declare the registration statement effective, or in the case of a Canadian Shelf, 270 days after the date on which a receipt or receipts for a final Canadian Shelf have been issued by the applicable Canadian Regulatory Authorities, (ii) if, after the registration statement with respect thereto has become effective, or a receipt or receipts for such prospectus have been issued, such registration or prospectus is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental or regulatory agency including a Canadian regulatory authority or court for any reason other than a violation of applicable law by CLGI and has not thereafter become effective or (iii) if, in the case of an underwritten offering, the conditions to closing specified in the underwriting agreement to which the Company is a party are not satisfied, other than by reason of any breach or failure by CLGI or any other holder; provided, that if such demand occurs during a Black Out Period (as defined below) or other period (not to exceed 90 days) during which Moore is prohibited or restricted from filing a registration statement or a Canadian Prospectus pursuant to any underwriting or purchase agreement relating to an underwritten Rule 144A offering or registered or qualified public offering of securities in which CLGI was offered piggy-back rights pursuant to Section 3 (a "Lock Up Period"), Moore shall notify CLGI of the basis therefore and shall not be required to notify the holders of any Subject Securities of such demand or file such Registration Statement or Canadian Prospectus prior to the end of the Black Out Period or Lock Up Period, as the case may be, in which event, Moore will file such Registration Statement or Canadian Prospectus no later than the later of (a) 120 days after the original demand and (B) 60 days after the end of the Black Out Period or Lock Up Period, as the case may be; and provided, further, that Moore may postpone the filing of any Registration Statement and/or Canadian Prospectus (and, in the case of a Pending Event Suspension Period only, suspend the effectiveness of any registration or qualification, suspend the use of any Prospectus and shall not be required to amend or supplement the Registration Statement, any related Prospectus or any document incorporated therein by reference (other than an effective Registration Statement or Canadian Prospectus being used in an underwritten offering)) (I) for a period not to exceed an aggregate of 75 days hereunder (a "Pending Event Suspension Period") in the event that (1) an event or circumstance occurs and is continuing that has not been publicly disclosed and, if not disclosed in the Registration Statement, any related Prospectus or any document incorporated therein by reference as then amended or supplemented would, in the good faith reasonable judgment of the Board of Directors of Moore (the "Board"), result in the Registration Statement, and any related Prospectus, or Canadian Prospectus or any such document containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein, or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (2) in the good faith judgment of the Board, after consultation with its outside securities counsel, Moore has a bona fide business purpose for not then disclosing the

existence of such event or circumstance or (II) for a period not to exceed an aggregate of 120 days hereunder, in the event that Moore, for its own account or the account of others, has pending or is currently engaged in the process of and proposes to register Common Shares for sale in an underwritten public offering on Form S-1, S-2 or S-3, their successor forms or any other form under the Securities Act appropriate for a public offering of such securities of Moore (other than a registration on Form S-8), or in an underwritten public offering pursuant to a Canadian Prospectus, in each case in an offering in which CLGI has been or will be offered piggy-back rights pursuant to Section 3 (a "Pending Registration Suspension Period") and, together with a Pending Event Suspension Period, a "Black Out Period"); provided, further, that any period suspended, including the Effectiveness Period, shall be extended by the number of days in any Black Out Period occurring during such Period.

(c) Effectiveness. Moore agrees to use its reasonable best efforts to cause each such Demand Filing Statement to be declared effective by (i) the SEC and/or (ii) the applicable Canadian Regulatory Authorities, as the case may be, as promptly as is practicable and in any event within 60 calendar days after filing, and to keep it continuously effective for a period of 180 days following the dates on which each such Demand Filing Statement is declared effective and 60 calendar days following the date on which a receipt or receipts are obtained therefor from the applicable Canadian Regulatory Authorities or until all Subject Securities included therein have been sold, if earlier and, in the case of a Shelf Registration or a Canadian Shelf, for the 270-day period referred to in clause (i)(y) of the last sentence of Section
2(b) (in either case, the "Effectiveness Period").

(d) Priority of Securities in Demand Filings. In connection with any underwritten Demand Filing, if the managing underwriter or underwriters advise Moore in writing that, in its or their reasonable opinion, the inclusion of the number of securities proposed to be sold exceeds the number which can be sold in such offering at the requested price per share, Moore will include in such registration and/or qualification the number of securities which, in the reasonable opinion of such underwriter or underwriters, can be sold as follows:
(i)first, the Subject Securities requested to be included in such Demand Filing by CLGI and the other holders of Subject Securities pursuant to the last sentence of Section 2(a), pro rata among them; (ii)second, the Subject Securities requested to be included in such Demand Filing, pro rata among the holders of Subject Securities which have requested their Subject Securities to be included therein pursuant to piggy-back registration rights; (iii)third, any Common Shares Moore proposes to sell; and (iv)fourth, other Common Shares requested to be included in such Demand Filing.

(e) Selection of Underwriters. CLGI shall have the right, with respect to any Registration Statement or final Canadian Prospectus to be filed as a result of a Demand Filing, to determine whether the sale of the Subject Securities under such registration statement or prospectus shall be underwritten or not, and any managing underwriter or underwriters will be of nationally recognized standing in the applicable jurisdiction and which will be selected by CLGI with the consent of Moore, which will not be unreasonably withheld or delayed.

(f) Registration Statement Form. The Company shall select the Registration Statement form for any registration pursuant to this Section 2 provided that the Company shall use Form S-3 or F-3 or shall use a Canadian short form prospectus, in each case if eligible to do so.

3. Piggyback Filing Rights.

(a) Rights to Piggyback. Subject to the last sentence of this paragraph, if at any time after the date hereof, Moore proposes to file either
(i) a registration statement under the Securities Act or (ii) a Canadian Prospectus under Canadian Securities Laws (in either case, a "Proposed Filing") with respect to any proposed public offering by Moore for its own account or by any holders of Common Shares (or securities convertible into or exchangeable or exercisable for Common Shares) and the registration form or prospectus to be used may be used for the registration or qualification of the Subject Securities (a "Piggyback Filing"), Moore will give prompt written notice to CLGI of its intention to effect such a registration or qualification, specifying if such Piggyback Filing contemplates an underwritten offering, and will use its reasonable best efforts, subject to Section 3(b) below, to include in such Piggyback Filing all Subject Securities with respect to which Moore has received written request for inclusion therein within 15 days after receipt by CLGI of Moore's notice. Subject Securities with respect to which such requests for registration or qualification have been received will be registered or qualified by Moore and offered to the public pursuant to this Section 3 on the same terms and subject to the same conditions applicable to the registration or qualification in a Proposed Filing of Common Shares to be sold by Moore or by persons selling under such Proposed Filing. In no event shall Moore be required to reduce the number of securities proposed to be sold by Moore or alter the terms of the securities proposed to be sold by Moore in order to induce the managing underwriter or underwriters to permit Subject Securities to be included in a Proposed Filing. CLGI will not be entitled to include Subject Securities pursuant to this Section 3(a) in any Registration Statement on Form S-4 or Form S-8 under the Securities Act (or any successor form or equivalent form applicable to Moore) or Canadian Prospectus pertaining to the registration or qualification by prospectus of any securities of Moore in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit plans.

(b) Priority on Piggyback Filings. In connection with an underwritten Piggyback Filing, if the managing underwriter or underwriters advise Moore in writing that, in its or their reasonable opinion, the inclusion of the number of securities proposed to be registered or qualified exceeds the number which can be sold in such offering at the requested price per share, Moore will include in such registration or qualification the number of securities which, in the reasonable opinion of such underwriter or underwriters, can be sold as follows: (i)first, the Common Shares Moore proposes to sell for its own account or if the registration or qualification is in response to a Demand Filing right of a Person (other than CLGI) whose registration rights exist as of the date hereof and require such a priority, the securities that the Person(s) demanding such registration or qualification propose or proposes to sell to the extent of such a priority, (ii)second, the Subject Securities requested to be included in such registration or qualification and any securities requested to be included in such registration or qualification by a Person who

exercises its rights to have its securities included in such registration or qualification pursuant to this Agreement pro rata among them and (iii)third, other Common Shares requested to be included in such registration or qualification.

(c) Selection of Underwriters. If any Piggyback Filing is an underwritten offering, Moore will select a managing underwriter or underwriters to administer the offering, which managing underwriter or underwriters will be of nationally recognized standing in the applicable jurisdictions.

(d) Effectiveness. Moore agrees to use its reasonable best efforts to cause each such Piggyback Filing to be declared effective by the SEC and/or to have a receipt for a final Canadian Prospectus issued therefor by the applicable Canadian Regulatory Authorities, as the case may be, within 60 calendar days after filing, and to keep it continuously effective for a period of 120 days following the dates on which each such Piggyback Filing is declared effective or until all Subject Securities included therein have been sold, if earlier, and to keep it continuously effective for a period of 60 days following the dates on which each such Piggyback Filing is qualified or until all Subject Securities included therein have been sold, if earlier.

(e) Lock Up of CLGI. If Moore has complied in all material respects with its obligation with respect to a Demand Filing or a Piggy-Back Filing that is a firm commitment underwritten public offering, CLGI, upon the written request of a managing underwriter with respect to such offering, agrees not to sell or otherwise dispose of Subject Securities (other than those offered in a public offering) for a period not to exceed 90 days from the consummation of the public offering.

4. Registration Procedures.

In connection with Moore's obligation to (i) in the case of U.S. Filings, file Registration Statements or (ii) in the case of Canadian filings, obtain receipts for Canadian Prospectuses, pursuant to Sections 2 or 3 hereof, Moore shall use its reasonable best efforts to effect such registration and/or obtain such a receipt or receipts for such Canadian Prospectus to permit the sale of such Subject Securities in accordance with the intended method or methods of disposition thereof, and pursuant thereto Moore shall:

(a) before filing a Registration Statement or Prospectus or any amendments or supplements thereto, including documents incorporated by reference after the initial filing of the Registration Statement or Canadian Prospectus, furnish to CLGI and the managing underwriters, if any, copies of all such documents proposed to be filed, which documents will be subject to the review and comment of CLGI and such managing underwriters and their respective counsel, making Moores representatives available for discussion of such document and make such changes in such document prior to the filing thereof as counsel for CLGI or underwriters may reasonably request, and Moore shall not file any Registration Statement or amendment thereto or any Prospectus or any amendment or supplement thereto (including such documents incorporated by reference) to which CLGI or the managing underwriters, if any, shall reasonably object on a timely basis;

(b) other than during a Black Out Period, prepare and file with the SEC and/or Canadian Regulatory Authorities, as the case may be, (i) in the case of a U.S. Filing, such amendments and post-effective amendments to any Registration Statement, and such supplements to the U.S. Prospectus, and (ii) in the case of a Canadian Filing, such amendments or supplements to a Canadian Prospectus, in either such case, as may be reasonably requested by CLGI or any underwriter of Subject Securities or as may be required by either (i) the Securities Act or any rules or regulations promulgated thereunder or (ii) Canadian Securities Laws, respectively, or otherwise necessary or advisable to keep the Registration Statement or Canadian Prospectus effective for the applicable period, and provide copies of such document to counsel to CLGI and to the managing underwriters, if any;

(c) (i) in the case of a U.S. Filing, cause the final U.S. Prospectus as supplemented to be filed pursuant to Rule 424 under the Securities Act if then required by the Securities Act and (ii) in the case of a Canadian Filing, to cause the preliminary Canadian Prospectus to be cleared and obtain a receipt or receipts for a final Canadian Prospectus under Canadian Securities Laws from the applicable Canadian Regulatory Authorities;

(d) comply with the provisions of (i) in the case of a U.S. Filing, the Securities Act and (ii) in the case of a Canadian Filing, Canadian Securities Laws with respect to the disposition of all securities covered by such Registration Statement or Canadian Prospectus, as the case may be, during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement, supplement to the U.S. Prospectus or the Canadian Prospectus or amendments or supplements thereto;

(e) notify CLGI and the managing underwriters, if any, promptly, and (if requested by any such Person) confirm such notification in writing:

(1) when (i) in the case of a U.S. Filing, the U.S. Prospectus or any U.S. Prospectus supplement or post-effective amendment has been filed, and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective and (ii) in the case of a Canadian Filing, the Canadian Prospectus or any amendment or supplement thereto has been filed and when a final receipt or receipts for

the same have been obtained from the Canadian Regulatory Authorities, as the case may be,

(2) of any request by (i) in the case of a U.S. Filing, the SEC or (ii) in the case of a Canadian Filing, the Canadian Regulatory Authorities, for amendments or supplements to either (i) the Registration Statement or the U.S. Prospectus or (ii) the Canadian Prospectus, as the case may be, or of any request by such Person or Persons for any additional information,

(3) in the case of a U.S. Filing, of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceedings for that purpose,

(4) of the receipt by Moore of any notification with respect to the suspension of the qualification of the Subject Securities for sale in any jurisdiction, including the issuance of any cease-trade order with respect to any of the Subject Securities in any jurisdiction, or the initiation or threatening of any proceeding for such purposes, and

(5) of the happening of any event or the existence of any state of facts that requires the making of any changes in either (i) in the case of a U.S. Filing, the Registration Statement or the U.S. Prospectus included therein or (ii) in the case of a Canadian Filing, the Canadian Prospectus, as the case may be, so that, as of such date, such (i) Registration Statement and U.S. Prospectus or (ii) Canadian Prospectus, as the case may be, do or does not contain an untrue statement of a material fact and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, in light of the circumstances under which they were made) not misleading (which notification shall be accompanied by an instruction to CLGI to suspend the use of the Prospectus until the requisite changes have been made);

(f) (i) in the case of a U.S. Filing, use its reasonable best efforts to prevent the issuance, and if issued to obtain the withdrawal, of any order suspending the effectiveness of the Registration Statement at the earliest possible time and (ii) in the case of a Canadian Filing, use its reasonable best efforts to prevent the issuance, and if issued to obtain the withdrawal, of any cease-trade order with respect to the Subject Securities at the earliest possible time;

(g) if reasonably requested by CLGI or the managing underwriter, immediately incorporate in a Prospectus supplement or post-effective amendment such information as CLGI and the managing underwriters agree should be included therein relating to the sale of the Subject Securities, including, without limitation, information with respect to the number of Subject Securities being sold to such underwriters, the purchase price being paid therefor by such underwriters and with respect to any other terms of the underwritten (or best efforts underwritten) offering of the Subject Securities to be sold in such offering, including the plan of distribution therefor; and make all required filings of such Prospectus supplement or post-

effective amendment as soon as notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment;

(h) promptly upon receipt but reasonably prior to the filing of any document which is to be incorporated by reference into either (i) in the case of a U.S. Filing, the Registration Statement or the U.S. Prospectus (after initial filing of the Registration Statement) or (ii) in the case of a Canadian Filing, the Canadian Prospectus (after initial filing of the first preliminary Canadian Prospectus), as the case may be, (A) provide copies of such document to counsel to CLGI and to the managing underwriters, if any, and (B) make Moore's representatives available for discussion of such document and make such changes in such document prior to the filing thereof as counsel for CLGI or the underwriters may reasonably request;

(i) furnish to CLGI and each managing underwriter, without charge, at least two signed copies of (i) in the case of a U.S. Filing, the Registration Statement and any post-effective amendment thereto, and (ii) in the case of a Canadian Filing, the Canadian Prospectus and any amendment or supplement thereto, in either such case including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);

(j) deliver to CLGI and the underwriters, if any, without charge, as many copies of the Prospectus (including each preliminary Prospectus) and any amendment or supplement thereto as such Persons may reasonably request; Moore consents (except during the continuance of any event described in
Section 4(e)(5) above) to the use of the Prospectus and any amendment or supplement thereto by CLGI and the underwriters, if any, in connection with the offering and sale of the Subject Securities covered by the Prospectus and any amendment or supplement thereto;

(k) in the case of a U.S. Filing, prior to any offering of Subject Securities pursuant to any Registration Statement, (i) Moore shall register or qualify or cooperate with CLGI and its counsel in connection with the registration or qualification of such Subject Securities for offer and sale under the securities or "blue sky" laws of such jurisdictions of or within the United States of America as CLGI or any underwriter reasonably requests in writing, (ii) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers and sales in such jurisdictions for so long as may be necessary to enable CLGI or the managing underwriters, if any, to complete its distribution of Subject Securities pursuant to a Registration Statement, and (iii) take any and all other actions necessary or advisable to enable the disposition in such jurisdictions of the Subject Securities covered by the Registration Statement; provided, however, that in no event shall Moore be obligated to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to so qualify but for this Section 4(k) or (ii) file any general consent to service of process in any such jurisdiction where it is not as of the relevant date so subject;

(l) cooperate with CLGI and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Subject Securities to be sold pursuant to the

Registration Statement or the Canadian Prospectus, which certificates, if so required by any securities exchange upon which any Subject Securities are listed, shall be penned, lithographed or engraved, or produced by any combination of such methods, on steel engraved borders, and which certificates shall be free of any restrictive legends and in such denominations and registered in such names as CLGI or the managing underwriters may request at least two business days prior to the sale of Subject Securities pursuant to (i) in the case of a U.S. Filing, the Registration Statement, and (ii) in the case of a Canadian Filing, the Canadian Prospectus;

(m) use its reasonable best efforts to cause the Subject Securities covered by the applicable Registration Statement or Canadian Prospectus, as the case may be to be registered with or approved by such other governmental agencies or authorities of or within the United States of America or Canada, as the case may be, as may be necessary or advisable to enable CLGI or the managing underwriters, if any, to consummate the disposition of such Subject Securities;

(n) if any fact contemplated by Section 4(e)(5) above shall exist, promptly prepare a supplement or post-effective amendment to (i) in the case of a U.S. Filing, the Registration Statement or the related U.S. Prospectus or
(ii) in the case of a Canadian Filing, the Canadian Prospectus, as the case may be, or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Subject Securities, the Prospectus will not 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 not misleading. If Moore notifies CLGI in writing of the occurrence of any event contemplated by Section 4(e)(5) above, CLGI agrees, as a consequence of the inclusion of any of CLGIs Subject Securities in (i) in the case of a U.S. Filing, the Registration Statement and
(ii) in the case of a Canadian Filing, the Canadian Prospectus, as the case may be, forthwith upon receipt of such written notice from Moore to suspend the use of such Prospectus until the requisite changes to the Prospectus have been made;

(o) use all reasonable best efforts to cause the Subject Securities covered by (i) in the case of a U.S. Filing, the Registration Statement and
(ii) in the case of a Canadian Filing, the Canadian Prospectus, as the case may be, to be listed for quotation on, at the option of CLGI or the holder of Subject Securities, (i) in the case of a U.S. Filing, the New York Stock Exchange or, if the Common Shares are not then listed on the New York Stock Exchange, such other securities exchange on which similar securities issued by Moore are then listed in the United States and (ii) in the case of a Canadian Filing, The Toronto Stock Exchange, as the case may be, or any other stock exchange or trading system on which the Subject Securities primarily trade on or prior to the Effective Time of (i) the Registration Statement or (ii) the Canadian Prospectus, as the case may be;

(p) enter into such agreements (including an underwriting agreement in form, scope and substance as is customary in underwritten offerings and a "market stand-off" or "blackout" agreement for such period (not to exceed 180 days) as may be reasonably requested by CLGI and the managing underwriters, if any) and take all such other actions in connection therewith as

may be reasonably requested by CLGI and the managing underwriters, if any, in order to expedite or facilitate the disposition of such Subject Securities and in such connection, whether or not an underwriting agreement is entered into and whether or not the offering is an underwritten offering:

(1) make such representations and warranties to CLGI and the underwriters, if any, in form, substance and scope as are customarily made by issuers to selling shareholders and underwriters in underwritten offerings;

(2) obtain opinions of counsel to Moore and bring-downs of such opinions (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to CLGI and to the managing underwriters, if any) addressed to CLGI and the underwriters, if any, covering: (i)in the case of an underwritten offering, the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by CLGI and the underwriters (it being agreed that the matters to be covered shall include, without limitation, as of the date of the opinion and as of the Effective Time of (i) in the case of a U.S. Filing, the Registration Statement or most recent post-effective amendment thereto and (ii) in the case of a Canadian Filing, the Canadian Prospectus or most recent amendment thereto, as the case may be, a statement as to the absence from (i) in the case of a U.S. Filing, the Registration Statement and the U.S. Prospectus and (ii) in the case of a Canadian Filing, the Canadian Prospectus, in either such case including the documents incorporated by reference therein, of an untrue statement of a material fact or the omission of a material fact required to be stated therein or necessary to make the statements therein not misleading), and (ii) in the case of offerings not involving an underwriter, the matters customarily covered in opinions requested in the type of offering involved, and, in the case of (i) and (ii), stating that (i) in the case of a U.S. Filing, the Registration Statement or (ii) in the case of a U.S. Filing, the Canadian Prospectus complies, as to form, with the requirements of (i) the Securities Act and (ii) Canadian Securities Laws, as the case may be;

(3) obtain "cold comfort" letters and updates thereof from the independent public accountants of Moore (and, if necessary, from the independent public accountants of any Subsidiary of Moore or of any business acquired by Moore for which financial statements and financial data are, or are required to be, included in (i) in the case of a U.S. Filing, the Registration Statement and (ii) in the case of a Canadian Filing, the Canadian Prospectus) addressed to CLGI and the underwriters, if any, such letters to be in customary form and covering matters of the type customarily covered in "cold comfort" letters by underwriters in connection with underwritten offerings;

(4) if an underwriting agreement is entered into, the same shall set forth in full the indemnification and contribution provisions and procedures of Section 6 hereof with respect to all parties to be indemnified pursuant to Section 6 hereof; and

(5) Moore shall deliver such documents and certificates as may be reasonably requested by CLGI and the managing underwriters, if any, to evidence the continued validity of the representations and warranties made pursuant to Section 4(p)(1) above and to evidence compliance with any conditions contained in the underwriting agreement and/or other agreement or agreements entered into by Moore.

The above shall be done at each closing under such underwriting or similar agreement or as and to the extent required thereunder;

(q) make available for inspection by CLGI and any underwriter participating in any disposition pursuant to such (i) in the case of a U.S. Filing, Registration Statement and (ii) in the case of a Canadian Filing, Canadian Prospectus, and any attorney and/or accountant retained by CLGI or such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of Moore and its Subsidiaries, cause the officers, directors, agents and employees of Moore and its Subsidiaries to supply all information in each case reasonably requested by CLGI or any such underwriter, attorney or accountant in connection with such (i) in the case of a U.S. Filing, Registration Statement and (ii) in the case of a Canadian Filing, Canadian Prospectus, provide CLGI and any such underwriter, attorney or accountant with opportunities to discuss the business of Moore and its Subsidiaries with Moore's officers and provide CLGI and any such underwriter, attorney or accountant with opportunities to discuss the business of Moore and its Subsidiaries with the independent public accountants who have certified Moore's most recent annual financial statements in each case, as is customary for similar due diligence investigations; provided that any records, information or documents that are designated in writing by Moore, in good faith, as confidential shall be kept confidential by such Persons unless disclosure is made in connection with a court proceeding or required by law, or such records, information or documents become available to the public generally or through a third party without an accompanying obligation of confidentiality; and provided further that, if the foregoing inspection and information gathering would otherwise disrupt Moore's conduct of its business, such inspection and information gathering shall, to the greatest extent possible, be coordinated on behalf of CLGI and the other parties entitled thereto by one counsel designated by and on behalf of CLGI and other parties;

(r) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of (i) in the case of a U.S. Filing, the SEC and (ii) in the case of a Canadian Filing, the applicable Canadian Regulatory Authorities, as the case may be, and, in the case of a U.S. Filing only, make generally available to its securityholders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of Moore and its Subsidiaries complying with Section 11(a) of the Securities Act and the rules and regulations of the SEC thereunder (including, at the option of Moore, Rule 158);

(s) in the case of a U.S. Filing, in the event that any broker-dealer registered under the Exchange Act shall be an affiliate (as defined in Rule 2720(b)(1) of the NASD Rules (or any successor provision thereto) of Moore or has a conflict of interest (as defined in Rule 2720(b)(7) of the NASD Rules (or any successor provision thereto) and such broker-dealer shall underwrite, participate as a member of an underwriting syndicate or selling group or assist in the distribution of any Subject Securities covered by a Registration Statement, whether as a holder of such Subject Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, Moore shall assist such broker-dealer in complying with the requirements of the NASD Rules, including, without limitation, by (A) engaging a qualified independent underwriter (as defined in Rule 2720(b)(15) of the NASD Rules (or any successor provision thereto) to participate in the preparation of the registration statement or prospectus relating to such Subject Securities, to exercise usual standards of due diligence in respect thereto

and to recommend the public offering price of such Subject Securities, (B) indemnifying such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section6 hereof, and (C)providing such information to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of the NASD Rules;

(t) use its reasonable best efforts to assist CLGI and the underwriters, if any, in marketing the Subject Securities, including causing its executive officers to participate in such road show presentations and conference calls as may be customary in the marketing of equity securities; provided, however, that CLGI shall cause the managing underwriters or placement agents of any Subject Securities to give such executives reasonable advance notice concerning the scheduling of any such presentation or call;

(u) furnish to CLGI and the underwriters, if any, a reasonable number of copies of (i) in the case of a U.S. Filing, the Registration Statement or U.S. Prospectus contemplated hereby and (ii) in the case of a Canadian Filing, the Canadian Prospectus, or other such documents as CLGI or the underwriters, if any, may reasonably request in order to facilitate the public offering of the Subject Securities; and

(v) take all other steps necessary or advisable to (i) in the case of a U.S. Filing, effect the registration, offering and sale of the Subject Securities covered by the Registration Statement or U.S. Prospectus contemplated hereby and (ii) in the case of a Canadian Filing, effect the granting of a final receipt for a final Canadian Prospectus, offering and sale of the Subject Securities covered by the Canadian Prospectus contemplated hereby.

Moore may require CLGI to furnish to Moore such information regarding CLGI and the distribution of such securities as is required to be disclosed in
(i) in the case of a U.S. Filing, the Registration Statement or (ii) in the case of a Canadian Filing, the Canadian Prospectus, as the case may be.

CLGI agrees by acquisition of such Subject Securities that, upon receipt of any notice from Moore of the happening of any event of the kind described in Section 4(e)(5) hereof, CLGI will forthwith discontinue disposition of Subject Securities pursuant to the Registration Statement until CLGI's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 4(n) hereof, or until it is advised in writing by Moore that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the Prospectus, and, if so directed by Moore, CLGI will deliver to Moore (at Moore's expense) all copies, other than permanent file copies then in CLGI's possession, of the Prospectus covering such Subject Securities current at the time of receipt of such notice; provided that nothing in this paragraph shall prohibit or restrict CLGI from effecting sales or transfers otherwise than under a Registration Statement or Canadian Prospectus. In the event Moore shall give any such notice, the time periods mentioned in Section 2(c) hereof shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when CLGI either

receives the copies of the supplemented or amended Prospectus contemplated by
Section 4(n) hereof or is advised in writing by Moore that the use of the Prospectus may be resumed.

5. Registration Expenses.

(a) All expenses incident to Moores performance of, or compliance with, this Agreement, including without limitation:

(1) all registration and filing fees (including with respect to filings required to be made with the New York Stock Exchange or The Toronto Stock Exchange or other national securities exchange);

(2) (i) in the case of a U.S. Filing, fees and expenses of compliance with securities or blue sky laws of or within the United States of America (including fees and disbursements of counsel for the underwriters or selling holders in connection with blue sky qualifications of the Subject Securities and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or CLGI may designate) or (ii) in the case of a Canadian Filing, fees and expenses of compliance with Canadian Securities Laws (including fees and disbursements of counsel for the underwriters or selling holders in connection with the obtaining of receipts for the Canadian Prospectus and determination of the eligibility for investment of the Subject Securities under the laws of all Canadian provinces);

(3) printing, messenger, telephone, delivery, distribution and reproduction expenses;

(4) fees and disbursements of counsel for Moore and all of the fees and disbursements of counsel for CLGI or the other holders of Subject Securities seeking registration hereunder (including the expenses of any opinions required by or incident to such performance) and fees and disbursements for other advisors for CLGI;

(5) fees and disbursements of all independent certified public accountants of Moore (including the expenses of any special audit and cold comfort letters required by or incident to such performance);

(6) fees and disbursements of underwriters customarily paid by the issuers or sellers of securities (excluding discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals relating to the distribution of the Subject Securities or legal expenses of any person other than Moore and CLGI);

(7) fees and expenses of other Persons, including experts, retained by Moore; and

(8) all out-of-pocket expenses and disbursements arising out of or related to any marketing efforts undertaken pursuant to Section4(t) of this Agreement.

All such expenses (being herein called "Registration Expenses") will be borne by Moore (to the extent permitted by applicable law), regardless whether (i) in the case of a U.S. Filing, the

Registration Statement becomes effective or (ii) in the case of a Canadian Filing, a receipt is issued for the Canadian Prospectus.

To the extent that any Registration Expenses are incurred, assumed or paid by CLGI or any underwriter, Moore shall reimburse such Person for the full amount of the Registration Expenses so incurred, assumed or paid promptly after receipt of a written request therefor, which shall specify in reasonable detail the nature and amount of the Registration Expenses.

Moore will, in any event, pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual or special audit, rating agency fees, the fees and expenses incurred in connection with the listing of the securities to be registered on each securities exchange on which similar securities issued by Moore are then listed and the fees and expenses of any Person, including special experts, retained by Moore.

(b) In connection with each (i) in the case of a U.S. Filing, Registration Statement and (ii) in the case of a Canadian Filing, Canadian Prospectus, required hereunder, (x) Moore shall not be responsible for the payment of any transfer taxes relating to the sale or disposition of the Subject Securities by CLGI or for any underwriting discounts and commissions attributable to the sale of Subject Securities by or on behalf of CLGI and (y) Moore (to the extent permitted by applicable law) will reimburse CLGI and the holders of the Subject Securities being registered pursuant to a Demand Filing or Piggy-Back Registration, as applicable, for the reasonable fees and disbursements of not more than one counsel chosen by the holders of a majority of the Subject Securities for whose benefit such Registration Statement or Prospectus is being filed.

6. Indemnification.

(a) Indemnification by Moore. In the event of any registration of securities of Moore under the Securities Act or obtaining a receipt for any Canadian Prospectus, Moore shall indemnify and hold harmless (A) in the case of any registration or prospectus qualification of Subject Securities hereunder, CLGI, its Affiliates and each underwriter, selling agent or other securities professional, if any, which facilitates the disposition of Subject Securities, and each of the respective officers, directors, partners, shareholders, employees, agents or other representatives of CLGI and its Affiliates, and (B) in the case of any registration statement or Canadian Prospectus of Moore, CLGI, its directors and officers and each Person who controls or is controlled by CLGI within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes referred to as an Indemnified Person) from and against any and all losses, claims, damages or, liabilities and expenses whatsoever (Losses), joint or several, to which such Indemnified Person may become subject under the Securities Act, Canadian Securities Laws or otherwise, insofar as such losses, claims, damages, liabilities and expenses whatsoever (or actions in respect thereof) arise out of or are based upon (X) any untrue statement or alleged untrue statement of a material fact contained in any (i) in the case of a U.S. Filing, Registration Statement under which such Subject Securities are to be registered under the Securities Act, or any U.S. Prospectus contained therein or any amendment or supplement thereto, and (ii) in the case of a Canadian Filing, a Canadian Prospectus under which a receipt or receipts may be obtained under applicable Canadian Securities Laws, or any amendment or supplement thereto, or (Y)the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus in the light of the circumstances under which they were made) not misleading, and Moore hereby agrees to reimburse such Indemnified Person for any legal fees or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that Moore shall not be liable to any such Indemnified Person in any such case to the extent; but only to the extent that
(i) any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement and/or Canadian Prospectus, or amendment or supplement, in reliance upon and in conformity with written information furnished to Moore by such Indemnified Person expressly for use therein (ii) the foregoing indemnity with respect to any untrue statement contained in or omitted from a Registration Statement and/or a Canadian Prospectus shall not inure to the benefit of any party

(or any person controlling such party) who is obligated to deliver a prospectus in transactions in a security as to which a Registration Statement has been filed pursuant to the Securities Act and from whom the person asserting any such Losses purchased any of the Subject Securities to the extent that such Losses resulted from such party having sold Subject Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Registration Prospectus or a Canadian Prospectus, as amended or supplemented, and (x) the Company shall have previously and timely furnished sufficient copies of the Registration Statement or a Canadian Prospectus, as so amended or supplemented, to such party in accordance with this Agreement and (y) the Registration Statement or a Canadian Prospectus, as so amended or supplemented, would have corrected such untrue statement or omission of a material fact.

(b) Indemnification by CLGI and any Underwriters. CLGI and each other holder of Subject Securities agrees, as a consequence of the inclusion of any of CLGIs or such other holders Subject Securities in such (i) in the case of a U.S. Filing, Registration Statement or (ii) in the case of a Canadian Filing, Canadian Prospectus, and each underwriter, selling agent or other securities professional, if any, which facilitates the disposition of Subject Securities shall agree, as a consequence of facilitating such disposition of Subject Securities, severally and not jointly, to (i) indemnify and hold harmless Moore, its directors, officers who sign the registration statement and each person, if any, who controls or is controlled by Moore within the meaning of Section15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages, liabilities and expenses whatsoever to which Moore or such other persons may become subject, under the Securities Act, Canadian Securities Laws or otherwise, insofar as such losses, claims, damages, liabilities and expenses whatsoever (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in such (i) in the case of a U.S. Filing, Registration Statement or U.S. Prospectus, or any amendment or supplement, and (ii) in the case of a Canadian Filing, Canadian Prospectus, or any amendment or supplement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus in the 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 reliance upon and in conformity with written information furnished to Moore by CLGI or such underwriter, selling agent or other securities professional expressly for use therein, and (ii)reimburse Moore for any legal or other expenses reasonably incurred by Moore in connection with investigating or defending any such action or claim as such expenses are incurred, subject to the other limitations of this Section 6, including, without limitation, the limitations under Section 6(e) hereof.

(c) Notices of Claims, Etc. Promptly after receipt by an indemnified party under subsection(a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under this Section 6, notify such indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may

have to any indemnified party otherwise than under this Section6 unless the indemnifying party is materially prejudiced thereby. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party (which consent shall not be unreasonably withheld or delayed), be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party under this Section6 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i)includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii)does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party.

(d) Contribution. If the indemnification provided for in this Section6 is unavailable to or insufficient to hold harmless an indemnified party under subsection(a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6(d) were determined by pro rata allocation (even if CLGI or any underwriters, selling agents or other securities professionals or all of them 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 6(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. 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 obligations of CLGI, any other holder of Subject Securities and any underwriters, selling agents or other securities professionals in this Section 6(d) to contribute shall be several (in proportion to the percentage of Subject Securities registered or underwritten, as the case may be, by them) and not joint.

(e) Notwithstanding any other provision of this Section 6, in no event will either (i)CLGI or any other holder of Subject Securities selling such securities pursuant to a Registration Statement or Canadian Prospectus hereunder be liable to any Person under this Section6 or otherwise with respect to any registration or prospectus qualification hereunder for any amounts in excess of the dollar amount of the net proceeds to be received by CLGI from the sale of its Subject Securities (after deducting any discounts and commissions applicable thereto, but before deducting any expenses) pursuant to any (i) in the case of a U.S. Filing, Registration Statement and (ii) in the case of a Canadian Filing, Canadian Prospectus, under which such Subject Securities are to be registered under the Securities Act or Canadian Securities Laws, as the case may be, or (ii) any underwriter, selling agent or other securities professional be liable to any Person hereunder for any amounts in excess of the discount, commission or other compensation payable to such underwriter, selling agent or other securities professional with respect to the Subject Securities underwritten by it and distributed to the public.

(f) The obligations of Moore under this Section 6 shall be in addition to any liability which Moore may otherwise have to any Indemnified Person and the obligations of any Indemnified Person under this Section 6 shall be in addition to any liability which such Indemnified Person may otherwise have to Moore. The remedies provided in this Section6 are not exclusive and shall not limit any rights or remedies that may otherwise be available to an indemnified party at law or in equity.

7. Rule144.

In the case of a U.S. Filing, Moore covenants that it will timely file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if Moore is not required to file such reports, it will, upon the request of CLGI make publicly available such information as necessary to permit sales pursuant to Rule 144 under the Securities Act), and it will take such further action as CLGI may reasonably request, all to the extent required from time to time to enable CLGI to sell Subject Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC, including providing any legal opinions. Upon the request of CLGI, Moore will deliver to CLGI a written statement as to whether it has complied with such information and requirements.

8. Approval for Listing.

Promptly after the date hereof and after any subsequent increase in the number of Subject Securities, Moore shall take all necessary action to cause all of the Subject Securities to be approved for listing, subject to official notice of issuance, on, at the election of CLGI or such holder of Subject Securities, either the New York Stock Exchange or The Toronto Stock Exchange, as the case may be, or other securities exchange or dealer quotation system on which the Common Shares may then be listed or authorized for quotation.

9. Term of Registration Rights.

The rights of CLGI and any other holder of Subject Securities with respect to the registration rights granted pursuant to this Agreement shall remain in effect, subject to the terms hereof, so long as there are Subject Securities or securities which are convertible or exchangeable for Subject Securities issued and outstanding.

10. Further Agreements.

(a) The parties agree that, subject to the advance notice requirements of the Debentures, any conversion of Debentures into Common Shares shall occur, at the option of the exchanging or converting holder, contemporaneously with the registration or qualification of the Common Shares to be received, or the consummation of the sale of such Common Shares pursuant to such registration or qualification, or at such other time as such holder shall request in writing.

(b) Moore will not file any registration statement under the Securities Act or file a Canadian Prospectus under Canadian Securities Laws unless it shall first have given to CLGI and any other holder of Subject Securities for so long as CLGI or such other holder owns beneficially (as such term is defined in the Exchange Act or Canadian Securities Laws, as the case may be) 6.6% or more of the Common Shares of Moore at the time outstanding or is otherwise deemed to be a control person under the Securities Act or Canadian Securities Law, at least 10 days prior written notice thereof and, if so requested by CLGI or such other holder within 10 days after such notice, CLGI and such other holder shall have the right, at any time when, in the reasonable judgment of CLGI or such other holder, CLGI or such holder is or might be deemed a controlling person of Moore within the meaning of the Securities Act or Canadian Securities Laws, (a) to participate in the preparation and filing of each such registration statement or prospectus to the extent provided in
Section 4 hereof; (b) to receive the documents and notices specified in Section 4 hereof and to make the requests specified in Section 4 hereof; (c) to receive signed copies of the documents specified in Section 4 hereof addressed to CLGI and such other holder; and (d) to require Moore to pay the fees and disbursements of counsel to CLGI and such other holder which assists in such participation. If any such registration statement or prospectus refers to CLGI or such other holder by name or otherwise as the holder of any securities of Moore, then CLGI and such other holder shall have the right (in addition to any other rights it may have under this Agreement) to require, in the event that such reference to CLGI or such other holder, by name or otherwise is not required by the Securities Act or Canadian Securities Laws or any rules and regulations promulgated thereunder, the deletion of the references to CLGI and such other holder.

11. Miscellaneous.

(a) Remedies. CLGI and any other holder of Subject Securities, in addition to being entitled to exercise all rights provided herein and granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. Moore agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.

(b) Registration Rights of Other Persons. As of the date hereof, Moore has not granted to any Person the right to request a registration of securities of Moore under the Securities Act and/or Canadian Securities Laws or the right to be included as a selling stockholder in connection with any registration of Subject Securities. Moore may grant to any Person other

than CLGI the right to request a registration of securities of Moore under the Securities Act and/or Canadian Securities Laws or the right to be included as a selling stockholder in connection with any registration of Subject Securities; provided, however, that the granting of any such rights shall not conflict with or otherwise alter any rights granted to CLGI hereunder; and provided, further that this Agreement shall be amended to provide CLGI and each of the holders of Subject Securities with the benefit of any term in such agreement that is more favorable than a term herein. The rights granted to CLGI hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Moores securities under any other agreements.

(c) Adjustments Affecting Subject Securities. Moore will not take any action, or permit any change to occur, with respect to the Subject Securities which would (i) adversely affect the ability of CLGI or any other holder of Subject Securities to include such Subject Securities in a registration undertaken pursuant to this Agreement or (ii) adversely affect the marketability of such Subject Securities in any such registration.

(d) Amendments and Waivers. This Agreement, including this Section
11(d), may be amended, and waivers or consents to departures from the provisions hereof may be given, only by a written instrument duly executed by Moore and CLGI and each other holder of Subject Securities. Each holder of Subject Securities outstanding at the time of any such amendment, waiver or consent or thereafter shall be bound by any amendment, waiver or consent effected pursuant to this Section 11(d), whether or not any notice, writing or marking indicating such amendment, waiver or consent appears on the Subject Securities or is delivered to such holder.

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

Notices to the Corporation shall be addressed as follows:

Moore Corporation Limited c/o Moore Executive Office 1200 Lakeside Drive
Bannockburn, IL 60015-1243

Attention: Chief Financial Officer Telecopier No.: 847-607-7113

with copies to:

Moore Corporation Limited c/o Moore Executive Office Office 1200 Lakeside Drive
Bannockburn, IL 60015-1243

Attention: Office of General Counsel Telecopier No.: (847) 607-7113

and to:

Moore Corporation Limited Scotia Plaza 40 King Street, West Suite 3501 P.O. Box 205 Toronto, ON M5H 3Y2

Attention: Vice President and Secretary Telecopier No.:(416)364-1667

Notices to the Purchaser shall be addressed as follows:

Chancery Lane/GSC Investors, L.P.

c/o CLGI, Inc.
3 East 54th Street
New York, New York 10022

                  Attention:      Michael Kraus
                                  Managing Director
                  Telecopier No.: (212) 715-4902

with copies to:

                  Sullivan & Cromwell
                  125 Broad Street
                  New York, New York
                  10004

                  Attention:      Joseph B. Frumkin
                  Telecopier No.: (212) 558-3588

and to:

Davies, Ward & Beck LLP 44th Floor
1 First Canadian Place Toronto, ON M5X 1B1

Attention: J-P. Bisnaire Telecopier No.: (416) 863-0871

and to:
Squadron, Ellenoff, Plesent & Sheinfeld, LLP 551 Fifth Avenue
New York, NY 10176

Attention: Mitchell S. Ames Telecopier No.: (212) 697-6686

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.

(f) Parties in Interest; Benefits of Registration Rights. The parties to this Agreement intend that CLGI and each other holder of Subject Securities shall be entitled to receive the benefits of this Agreement and that CLGI and each other holder of Subject Securities shall be bound by the terms and provisions of this Agreement by reason of its election with respect to the Subject Securities which are included in a Registration Statement or Canadian Prospectus. All the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the respective successors and assigns of the parties hereto. In the event that any transferee or distributee of CLGI shall acquire Subject Securities, in any manner permitted by the Debenture Purchase Agreement, whether by gift, bequest, purchase, operation of law or otherwise, CLGI and such transferee or distributee may, without any further writing or action of any kind, jointly as to any Demand Filing Statement, and severally as to any Piggyback Registration, exercise the registration rights hereunder in such manner and in such proportion as to any Demand Filing Statement only, as CLGI shall determine and, if such transferee or distributee jointly exercises such registration rights with CLGI with respect to any Demand Filing Statement hereunder, such transferee or distributee shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement to the aforesaid extent.

(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, without giving effect to any provisions relating to conflicts of laws.

(j) Currency. Unless otherwise specified, all references to currency herein are to lawful money of the United States of America.

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

(l) Survival. The respective indemnities, agreements, representations, warranties and other provisions set forth in this Agreement or made pursuant hereto shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of CLGI or any other holder of Subject Securities, any director or officer of CLGI or any other holder of Subject Securities, any agent or underwriter, any director, officer or partner of such agent or underwriter, or any controlling person of any of the foregoing, and shall survive

the transfer and registration of the Subject Securities by CLGI or any other holder of Subject Securities.

(m) Entire Agreement. This Agreement 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 Moore with respect to the Subject Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

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

MOORE CORPORATION LIMITED

By: /s/ John Laurie
   -----------------------
Name: John Laurie
Title: V.P. and Treasurer

CHANCERY LANE/GSC INVESTORS L.P.

By: /s/ Mark Angelson
   -----------------------
Name: Mark Angelson
Title: Deputy Chairman