Bombardier Inc. — Capital/Financing Update 2021

Feb 11, 2021

BOMBARDIER INC.

and

JPMorgan Chase Bank Trustee

Indenture

made as of April 21, 2004

Providing for the issue of
7.45% Notes due 2034

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TABLE OF CONTENTS

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

	Definitions
Section 1.01	Compliance Certificates and Opinions
Section 1.02
Section 1.03	Form of Documents Delivered to Trustee
Section 1.04	Acts of Holders
Section 1.05	Notices, Etc., to Trustee
Section 1.06	Notices, Etc., to Corporation
Section 1.07	Notice to Holders; Waiver
Section 1.08	Effect of Headings and Table of Contents
Section 1.09	Successors and Assigns
Section 1.10	Separability Clause
Section 1.11	Benefits of Indenture
Section 1.12	Governing Law
Section 1.13
Section 1.14
Section 1.15	Reserved]
Section 1.16
Section 1.17	Counterparts
Section 1.18	Agent for Process; Submission to Jurisdiction
Section 1.19	Judgment Currency
Section 1.20	Shareholders, Officers and Directors Exempt from Individual
	Liability

ARTICLE TWO SECURITY FORMS

	Forms Generally
Section 2.01
Section 2.02	Form of Trustee's Certificate of Authentication 16
	Securities in Global Form
Section 2.03	Restrictive Legends
Section $2.04$

ARTICLE THREE THE SECURITIES

	Title and Terms
Section 3.01	Execution, Authentication and Delivery
Section 3.02
Section 3.03	Denomination of Securities
Section 3.04	Temporary Securities
Section 3.05	Registration, Transfer and Exchange

Ì.

Page

Note: This table of contents shall not, for any purpose, be deemed to be a part of this Indenture.

Section 3.06	Special Transfer Provisions
	Mutilated, Defaced, Destroyed, Lost or Stolen Securities 26
Section 3.07
Section 3.08	Payment; Interest Rights Preserved
Section 3.09	Persons Deemed Owners
Section 3.10	Cancellation
Section $3.11$	Computation of Interest
Section 3.12	CUSIP Numbers

ARTICLE FOUR

SATISFACTION AND DISCHARGE

Section 4.01	Satisfaction and Discharge of Indenture
Section 4.02	Application of Trust Money

ARTICLE FIVE REMEDIES

Section 5.01	Event of Default
Section 5.02	Acceleration of Maturity
Section 5.03	Rescission and Annulment
Section 5.04	[Reserved]
Section 5.05	Trustee May File Proofs of Claim
Section 5.06	Trustee May Enforce Claims without Possession of Securities35
Section 5.07	Application of Money Collected
Section 5.08	Limitation on Suits
Section 5.09	Unconditional Right of Holders to Receive Principal, Premium
	and Interest	36
Section 5.10	Restoration of Rights and Remedies
Section 5.11	Rights and Remedies Cumulative
Section 5.12	Delay or Omission Not Waiver
Section 5.13	Control by Holders
Section 5.14	Waiver of Past Defaults
Section 5.15	Undertaking for Costs
Section 5.16	Waiver of Usury, Stay or Extension Laws

ARTICLE SIX THE TRUSTEE

Certain Duties and Responsibilities
Certain Rights of Trustee
Protection of Trustee
Trustee Not Required to Give Security
No Person Dealing with Trustee Need Inquire
May Hold Securities
Money Held In Trust
Compensation and Reimbursement
$[Reserved] \dots 43$

Section 6.10	Corporate Trustee Required; Eligibility
Section 6.11	Resignation and Removal; Appointment of Successor
Section 6.12	Acceptance of Appointment by Successor
Section 6.13	Merger, Consolidation, Amalgamation or Succession to
	Trustee
Section 6.14	Appointment of Authenticating Agent
Section 6.15	Appointment of Co-Trustee or Separate Trustee.

ARTICLE SEVEN

CONSOLIDATION, MERGER, AMALGAMATION OR SUCCESSION

Section 7.01	Consolidation, Merger, Amalgamation or Succession to
	Business
Section 7.02	Successor Corporation Substituted

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ARTICLE EIGHT

SUPPLEMENTAL INDENTURES

Supplemental Indentures Without Consent of Holders
Supplemental Indentures With Consent of Holders
Execution of Supplemental Indentures
Effect of Supplemental Indentures
Reference in Securities to Supplemental Indentures

ARTICLE NINE

COVENANTS OF THE CORPORATION

Section 9.01	Payment of Principal, any Premium, and Interest
Section 9.02	Certificates of Compliance
Section 9.03	Maintenance of Office or Agency
Section 9.04	Money for Securities Payments to Be Held In Trust52
Section 9.05	Maintenance of Corporate Existence
Section 9.06	Additional Amounts
Section 9.07	Disposition as a Whole
Section 9.08	Negative Pledge; Subsidiary Guarantees
Section 9.09	Corporation to Furnish Information
Section 9.10	Waiver of Certain Covenants

ARTICLE TEN REDEMPTION OF SECURITIES

Section 10.01	Applicability of Article
Section 10.02	Election to Redeem; Notice to Trustee
Section 10.03	Selection by Trustee of Securities to be Redeemed
Section 10.04	Notice of Redemption
Section 10.05	Deposit of Redemption Price
Section 10.06	Securities Payable on Redemption Date
Section 10.07	Securities Redeemed In Part

$\gamma$

Section 10.08	Redemption at the Option of the Corporation for Taxation
	Reasons

ARTICLE ELEVEN

DEFEASANCE AND COVENANT DEFEASANCE

Section 11.01	Corporation's Option to Effect Defeasance or Covenant
	Defeasance
Section 11.02	Defeasance and Discharge
Section 11.03	Covenant Defeasance
Section 11.04	Conditions to Defeasance or Covenant Defeasance
Section 11.05	Deposited Money and Government Obligations to be Held In
	Trust; Other Miscellaneous Provisions
Section 11.06	Reinstatement

ARTICLE TWELVE MEETINGS OF HOLDERS

Section 12.01	Purposes for which Meetings May be Called
Section 12.02	Convening of Meetings
	Notice
Section 12.03	Persons Entitled to Vote, to be Present and to Speak at
Section 12.04	Meetings
Section 12.05	Determination of Voting Rights; Conduct and Adjournment of
	Meetings.
Section 12.06	Manner of Voting; Recording of Action
Section 12.07	Instrument in lieu of Resolution
Section 12.08	Evidence of Instruments of Holders
Section 12.09	Binding Effect of Resolutions
Section 12.10	No Delay of Rights
	Form of Security
Annex A	Form of Transfer Certificate for Transfers from Rule 144A Global Security
Annex B	to Regulation S Global Security Prior to the Expiration of the Restricted
	$R-1$ Period
Annex C	Form of Transfer Certificate for Transfers from Rule 144A Global Security
	to Regulation S Global Security Following the Expiration of the
	.C-1 Restricted Period
Annex D	Form of Transfer Certificate for Transfers from Regulation S Global
	$D-1$ Security to Rule 144A Global Security

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THIS INDENTURE is made as of April 21, 2004 between Bombardier Inc., a corporation continued under the Canada Business Corporations Act, and having its principal office in the City of Montreal in the Province of Quebec, Canada (the "Corporation"), and JPMorgan Chase Bank, as trustee (the "Trustee").

WHEREAS the Corporation has duly authorized the execution and delivery of this Indenture to provide for the creation of a series of securities entitled 7.45% Notes due 2034 (hereinafter called the "Securities"), of substantially the tenor and amount as hereinafter provided; and

WHEREAS all things necessary to make this Indenture a valid agreement in accordance with its terms have been done;

NOW THEREFORE THIS INDENTURE WITNESSES THAT:

For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of the respective Holders from time to time of the Securities as follows:

ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01 Definitions

For all purposes of this Indenture and in the Securities, except as otherwise expressly provided or unless the subject matter or context otherwise requires:

"Act", when used with respect to any Holder, has the meaning specified in Section 1.04;

"Additional Amounts" has the meaning specified in Section 9.06;

"Additional Securities" means any additional Securities which may be authenticated and delivered from time to time pursuant to a "reopening" of the series of Securities as contemplated by Section 3.01 of this Indenture:

"Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control", when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing;

"Agent Members" has the meaning specified in Section 2.03;

"Authenticating Agent" means, with respect to the Securities, any Person authorized by the Trustee to act on behalf of the Trustee to authenticate the Securities;

"Authorized Agent" has the meaning specified in Section 1.18;

"Business Day", when used with respect to any Place of Payment and subject to Section 1.15. means a day other than a Saturday, Sunday or other day on which banking institutions in such Place of Payment, in New York, New York, U.S.A. or in Montreal, Quebec, Canada are authorized or obligated by law, regulation or executive order to close;

"Charge" or "security" means and includes any mortgage, pledge, lien, hypothecation, prior claim, security interest or other charge or encumbrance securing Indebtedness for Borrowed Money and any deferred purchase, sale-and-repurchase or sale-and-leaseback arrangement and any other arrangement of a like or similar effect with respect to Indebtedness for Borrowed Money; for clarification, it is understood that "charge" or "security" does not include any arrangement whatsoever (whether a deferred purchase, sale-and-purchase, sale-and-leaseback, leasing or other arrangement) the direct or indirect purpose and effect of which is to allow the purchaser or user of a product marketed by the Corporation or any of its Subsidiaries to finance the acquisition or rental thereof, in whole or in part, with a third party;

"Clearstream" means Clearstream Banking, société anonyme, Luxembourg;

"Corporate Trust Office" means the office of the Trustee at which its corporate trust business. at any particular time, shall be principally administered, which office at the date hereof is located at 4 New York Plaza, 15th Floor, New York, New York 10004;

"Corporation" means Bombardier Inc. until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Corporation" shall mean such successor Person;

"Corporation Order" or "Corporation Request" means a written order or request of the Corporation, signed by any one of its Officers holding office at the time of signing, delivered to the Trustee:

"Corporation's Auditors" means an independent firm of chartered accountants duly appointed as auditors of the Corporation;

"Counsel" means any barrister or solicitor or attorney or firm of barristers or solicitors or attorneys who may be counsel for, or (except in the case of an Opinion of Counsel delivered pursuant to Section 11.04 or as otherwise provided) an employee of, the Corporation or the Trustee and who shall be reasonably acceptable to the Trustee;

"covenant defeasance" has the meaning specified in Section 11.03;

"CUSIP number" means the alphanumeric designation assigned to a Security by Standard & Poor's, CUSIP Service Bureau;

"Defaulted Interest" has the meaning specified in Section 3.08;

"defeasance" has the meaning specified in Section 11.02;

"Depository" means, with respect to the Securities issuable or issued in the form of one or more Global Securities, DTC, until a successor Depository shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Depository" shall mean each Person who is then a Depository hereunder; and if at any time there is more than one such Person, "Depository" as used with respect to the Securities shall mean each Depository with respect to the Global Securities;

"Director" means a director of the Corporation for the time being, and reference without more to action by the Directors means action by the Directors as a board or, whenever duly empowered to act generally or in any particular respect for the Corporation hereunder, by any committee of the board:

"Directors' Resolution" means a resolution, a copy of which is certified by the Secretary or an Assistant Secretary of the Corporation to have been duly adopted or consented to by the Directors and to be in full force and effect on the date of such certification, delivered to the Trustee;

"Dollars" and "\$" means lawful money of Canada and "U.S. Dollars" and "US\$" means lawful money of the United States of America;

"DTC" means The Depository Trust Company and its successors;

"Euroclear" means Euroclear Bank S.A./N.V., as operator of the Euroclear System;

"Event of Default" has the meaning specified in Section 5.01;

"GAAP" means the Accounting Recommendations in the Handbook of the Canadian Institute of Chartered Accountants ("Handbook") and, when a matter is not covered by a Recommendation, other accounting principles that either

• are generally accepted by virtue of their use in similar circumstances by a $(i)$ significant number of profit-oriented entities in Canada; or
• are consistent with the Recommendations in the Handbook and are developed $(ii)$ through the exercise of professional judgment and the application of the concepts described in the financial statement concepts section of the Handbook;

provided that, in the case of either the foregoing clause (i) or the foregoing clause (ii), the Corporation's Auditors shall have concurred in the use of such other accounting principles;

"Global Security" means a Security that evidences all or part of the Securities, is issued to the Depository or its nominee, in accordance with Section 3.02 and bears the legend prescribed in Section 3.02;

"Government Obligations" means securities which are (i) direct obligations of the government which issued the currency in which the Securities are denominated for the payment of which its full faith and credit is pledged or (ii) obligations of a Person the payment of which is unconditionally guaranteed as a full faith and credit obligation by such government, which, in

either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section $3(a)(2)$ of the Securities Act) as custodian with respect to any such Government Obligation or a specific payment of principal of or interest on any such Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as provided by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of such Government Obligation or the specific payment of principal of or interest on such Government Obligation evidenced by such depository receipt;

"Guarantee" means and includes any obligation (whatever called) of any Person to pay, purchase, provide funds (whether by the advance of money, the purchase of or subscription for shares or other securities, the purchase of assets or services, the indemnification in respect of letters of credit and letters of guarantee issued in respect of Indebtedness for Borrowed Money. or otherwise) for the payment of, indemnify against the consequences of default in the payment of, or otherwise be responsible for, any Indebtedness for Borrowed Money of any other Person (and guarantor shall be construed accordingly);

"Holder" means a Person in whose name a Security is registered in the Security Register;

"Indebtedness for Borrowed Money" means and includes any obligation (whether present or future, actual or contingent, secured or unsecured, as principal or surety or otherwise) for the payment or repayment of money borrowed or raised (whether or not for a cash consideration), by whatever means including obligations under or in respect of (a) deposits and financial leasing, (b) any letter of credit securing financial accommodation, (c) promissory notes, certificates of deposit or like instruments (whether negotiable or otherwise), (d) acceptance credit, note purchase or bill acceptance or discounting facilities; or (e) like arrangements entered into by any Person in order to enable it to finance its operations or capital requirements; but excluding reimbursement obligations in respect of advance payments made by or on behalf of third party customers in relation to purchase orders to the Corporation or to one of its Subsidiaries;

"Indenture" means this instrument as originally executed and delivered or, if amended or supplemented as herein provided, as so amended or supplemented or both, and shall include the forms and terms of the Securities established as provided hereunder;

"Interest Payment Date", when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security, and shall be May 1 and November 1 of each year, commencing November 1, 2004;

"ISIN" means the alphanumeric designation assigned to a Security by Standard & Poor's CUSIP Service Bureau:

"Judgment Conversion Date" has the meaning specified in Section 1.19;

"Judgment Currency" has the meaning specified in Section 1.19;

"Maturity", when used with respect to any Security, means the date on which the principal of such Security or an installment of such principal becomes due and payable as therein or herein provided, whether at the Stated Maturity thereof, by declaration of acceleration, call for redemption or otherwise;

"Non-U.S. Person" means a Person who is not a "U.S. Person," as that term is defined in Regulation S, and who is not receiving the Securities for the account or benefit of a U.S. Person;

"Officer", when used with respect to the Corporation, means the Chairman of the Board, the President, any Vice President, any Treasurer, any Assistant Treasurer, the Controller, any Assistant Controller, the Secretary or any Assistant Secretary of the Corporation;

"Officers' Certificate" means a certificate of the Corporation, signed by any two Officers, or by any two Directors or any Director acting with any Officer, in each case in their capacities as officers or directors of the Corporation at the time of signing and not in their personal capacities, delivered to the Trustee;

"Opinion of Counsel" means a written opinion of Counsel;

"Outstanding", when used with respect to Securities, means, as of the date of determination, all such Securities theretofore authenticated and delivered under this Indenture, except:

• Securities theretofore cancelled by the Trustee or delivered to the Trustee for $(i)$ cancellation;
• Securities, or portions thereof, for whose payment or redemption money in the $(ii)$ necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Corporation) in trust or set aside and segregated in trust by the Corporation (if the Corporation shall act as its own Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;
• Securities which have been paid pursuant to Section 3.07 or have been mutilated, $(iii)$ lost, stolen or destroyed and in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Corporation; and
• Securities which have been defeased pursuant to Article Eleven; $(iv)$

provided, however, that in determining whether the Holders of the requisite principal amount of the Securities then Outstanding have voted or have signed or given any request, demand, authorization, direction, notice, consent, requisition, waiver or other instrument or have taken any action or constitute a quorum at any meeting of Holders hereunder, Securities owned by the Corporation, or any other obligor upon the Securities, or any Subsidiary or any Affiliate of the Corporation or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, requisition, waiver or other instrument or action or on the Holders present or represented at any meeting of Holders, only Securities which the Trustee knows to be so owned shall be so disregarded;

"Paying Agent" means any Person authorized by the Corporation to pay the principal of (and premium, if any) or interest on any Securities on behalf of the Corporation;

"Person" means any individual, corporation, limited liability company, partnership, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof;

"Place of Payment", when used with respect to the Securities, means the place or places where the principal of (and premium, if any) and interest on the Securities are payable and shall be the Corporate Trust Office, unless the Corporation shall designate and maintain some other office or agency for one or more of such purposes in accordance with this Indenture;

"Principal Subsidiary" means any Subsidiary of the Corporation $(x)$ whose revenues for the 12 months ending at the end of the most recently completed fiscal year of the Corporation constitute 10% or more of the consolidated revenues of the Corporation for the 12 months ending at the end of the most recently completed fiscal year of the Corporation or (y) whose total assets as at the end of the most recently completed fiscal year of the Corporation constitute 10% or more of the consolidated assets of the Corporation as at the end of the most recently completed fiscal year of the Corporation, calculated in each case in accordance with the generally accepted accounting principles used to prepare the Corporation's consolidated annual financial statements;

"Private Placement Legend" means the legends set forth on the applicable Securities in the form set forth in Section 2.04(b);

"Qualified Institutional Buyer" or "QIB" means a "qualified institutional buyer" as that term is defined in Rule 144A;

"Redemption Date", when used with respect to any Security to be redeemed, means the date specified for such redemption in accordance with or pursuant to this Indenture;

"Redemption Price", when used with respect to any Security to be redeemed, means the price at which such Security is to be redeemed in accordance with or pursuant to this Indenture;

"Regular Record Date", for the interest payable on any Interest Payment Date on the Securities, means the date specified for such purpose in accordance with or pursuant to this Indenture;

"Regulation S Global Securities" has the meaning specified in Section 2.03;

"Regulation S Legend" means the legend set forth on the applicable Securities in the form set forth in Section 2.04(c);

"Required Currency" has the meaning specified in Section 1.19;

"Responsible Officer" means, when used with respect to the Trustee, any officer assigned to the Corporate Trust Division (or any successor thereto), including any Vice President, Assistant Vice President, Trust Officer, any Assistant Secretary, any trust officer or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers, in each case having direct responsibility for the administration of this Indenture;

"Restricted Period" means, with respect to the Securities, the period ending on the 40th day after the later of the commencement of the offering of the Securities or April 21, 2004, the date of closing of such offering;

"Rule 144A" means Rule 144A under the Securities Act;

"Rule 144A Global Securities" has the meaning specified in Section 2.03;

"Securities" has the meaning stated in the first recital of this instrument and more particularly means any Securities authenticated and delivered under this Indenture, including any Additional Securities authenticated and delivered after the date hereof pursuant to Section 3.02 hereof;

"Securities Act" means the U.S. Securities Act of 1933, as amended;

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

"Security Register" and "Security Registrar" have the respective meanings specified in Section 3.05;

"Special Record Date", for the payment of any Defaulted Interest, means a date fixed by the Trustee pursuant to Section 3.08;

"Standard & Poor's" means Standard & Poor's Rating Services, a division of The McGraw-Hill Companies:

"Stated Maturity", when used with respect to any Security, or any installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable;

"Subsidiary" of any specified Person means any corporation or other Person of which more than 50% of the Voting Stock is owned, directly or indirectly, by or for such specified Person or by or for any corporation or other Person in like relation to such specified Person and includes any corporation or other Person in like relation to a Subsidiary;

"Trustee" means JPMorgan Chase Bank, until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Trustee" shall mean or include each Person who is then a Trustee hereunder;

"Vice President", when used with respect to the Corporation or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title "vice president";

"Voting Stock" means shares of capital stock of any class of a corporation and other interests of any other Persons having under all circumstances the right to elect at least a majority of the board of directors of such corporation or in the case of any Person which is not a corporation. Persons having similar powers or (if there are no such persons) income or capital interests (however called), provided that, for the purposes hereof, shares or other interests which only carry the right to vote conditionally on the happening of an event shall not be considered Voting Stock nor shall any shares be deemed to cease to be Voting Stock solely by reason of a right to vote accruing to shares of another class or classes by reason of the happening of such event;

All accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP;

The words "hereto", "herein", "hereof", "hereby" and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision and references to Articles and Sections are to Articles and Sections of this Indenture; and

Words importing the singular number also include the plural and vice versa, words importing any gender include any other gender and any reference to any statute or other legislation shall be deemed to be a reference to such legislation as now enacted or as the same may from time to time be amended, re-enacted or replaced.

Section 1.02 Compliance Certificates and Opinions

Upon any application or request by the Corporation to the Trustee to take any action under any provision of this Indenture, the Corporation shall furnish to the Trustee an Officers' Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel at the Corporation's expense stating that in the opinion of such Counsel all such conditions precedent, if any, have been complied with, except that in the case of any application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such application or request, no additional certificate or opinion need be furnished.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

• a statement that each individual signing such certificate or opinion has read and $(i)$ understands such covenant or condition and the definitions herein relating thereto;
• a brief statement as to the nature and scope of the examination and investigation $(ii)$ upon which the statements or opinions contained in such certificate or opinion are based:
• a statement that, in the opinion of each such individual, he or she has made such $(iii)$ examination or investigation as he or she believes necessary to enable him or her to make the statement or express the opinion contained in such certificate or opinion as to whether or not such covenant or condition has been complied with: and

a statement as to whether, in the opinion of each such individual, such condition $(iv)$ or covenant has been complied with in accordance with the terms of the Indenture.

Form of Documents Delivered to Trustee Section 1.03

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it shall not be necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters. and one or more other such Persons with respect to other matters, and any such Person may certify or give an opinion with respect to such matters in one or several documents.

Any certificate or opinion of an Officer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, Counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the legal matters upon which his or her certificate or opinion is based are erroneous. Any such certificate or opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an Officer or Officers stating that the information with respect to such factual matters is in the possession of the Corporation, unless such Counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such factual matters are erroneous.

Any certificate or opinion of an Officer or Opinion of Counsel may be based, insofar as it relates to any accounting matters, upon a certificate or opinion of, or representations by, the Corporation's Auditors or an accountant or another firm of accountants engaged by the Corporation, unless such Officer or Counsel, as the case may be, knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such accounting matters are erroneous. Any certificate or opinion of any independent firm of chartered accountants filed with and directed to the Trustee shall contain a statement that such firm is independent.

Section 1.04 Acts of Holders

Any request, demand, authorization, direction, notice, consent, waiver or other $(a)$ action provided by this Indenture to be given or taken by a specified percentage in aggregate principal amount of the Holders of Securities then Outstanding may be embodied in and evidenced: (i) by one or more instruments of substantially similar tenor signed by such specified percentage of Holders in person or by agent duly appointed in writing, and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, if hereby expressly required, to the Corporation; (ii) by the record of such specified percentage of Holders voting in favor thereof at any meeting of such Holders duly called and held; and (iii) by a combination of such instrument or instruments and any such record of a meeting. Such instrument or instruments and any such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments or voting at such meeting. Proof of the

execution of any such instrument or of a writing appointing any such agent and of the holding by any Person of any of the Securities shall be sufficient for any purpose of this Indenture and, subject to Section 6.01, conclusive in favor of the Trustee and the Corporation, if made in the manner set forth in this Section.

Without limiting the generality of this Section 1.04, unless otherwise provided in or pursuant to this Indenture, a Holder, including a Depository that is a Holder of a Global Security, may make, give or take, by a proxy, or proxies, duly appointed in writing, any request, demand. authorization, direction, notice, consent, waiver or other Act provided in or pursuant to this Indenture to be made, given or taken by Holders, and a Depository that is a Holder of a Global Security may provide its proxy or proxies to the beneficial owners of interests in any such Global Security through such Depository's standing instructions and customary practices.

The Corporation shall fix a record date for the purpose of determining the Persons who are beneficial owners of interest in any permanent Global Security held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other Act provided in or pursuant to this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other Act, whether or not such Holders remain Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other Act shall be valid or effective if made, given or taken more than 90 days after such record date.

The fact and date of the execution by any such Person of any instrument or (b) writing may be proved by the certificate of any notary public or other officer of any jurisdiction authorized to take acknowledgements of deeds or administer oaths that the Person executing such instrument or writing acknowledged to him or her the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or other such officer. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute sufficient proof of the authority of the Person executing the same.

The ownership of Securities shall be proved by the Security Register. $\left( c \right)$

The Corporation may, at its option, fix a record date for the purpose of $(d)$ determining the identity of the Holders entitled to participate in any Act required or permitted under this Indenture, which record date shall be not earlier than 10 days prior to the first solicitation of the written instruments or vote required for such Act. If such a record date is fixed, the Persons who were the Holders of the Securities at the close of business on such record date (or their duly authorized proxies) shall be the only Persons entitled to execute written instruments or to vote with respect to such Act, or to revoke any written instrument or vote previously delivered or given, whether or not such Persons shall continue to be Holders of the Securities after such record date. With regard to any action that may be given or taken hereunder only by Holders of a requisite principal amount of Outstanding Securities (or their duly appointed agents) and for which a record date is set pursuant to this paragraph, the Corporation may, at its option, set an expiration date after which no such action purported to be given or

taken by any Holder shall be effective hereunder unless given or taken on or prior to such expiration date by Holders of the requisite principal amount of Outstanding Securities on such record date (or their duly appointed agents). On or prior to any expiration date set pursuant to this paragraph, the Corporation may, on one or more occasions at its option, extend such date to any later date. Nothing in this paragraph shall prevent any Holder (or any duly appointed agent thereof) from giving or taking, after any expiration date, any action identical to, or, at any time, contrary to or different from, any action given or taken, or purported to have been given or taken, hereunder by a Holder on or prior to such date, in which event the Corporation may set a record date in respect thereof pursuant to this paragraph. Notwithstanding the foregoing, the Corporation shall not set a record date for, and the provisions of this paragraph shall not apply with respect to, any action to be given or taken by Holders pursuant to Section 5.01 or 5.02.

At any time prior to (but not after) the evidencing to the Trustee, as provided in $(e)$ paragraph (a) of this Section, of any Act by the Holders of the requisite percentage of the aggregate principal amount of the Securities, any Holder of a Security, the serial number of which is shown by the evidence to be included among the serial numbers of the Securities the Holders of which have consented to such Act, may, by filing written notice at the Corporate Trust Office and upon proof of ownership as required or permitted by this Section, revoke any written instrument or vote with respect to such Act in respect of such Security. Except as provided in the preceding sentence, any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Corporation in reliance thereon, whether or not notation of such action is made upon such Security.

Without limiting the foregoing, a Holder entitled hereunder to give or take any $(f)$ action hereunder with regard to any particular Security may do so with regard to all or any part of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any different part of such principal amount.

Section 1.05 Notices, Etc., to Trustee

Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document required or permitted by this Indenture to be made upon, given or furnished to, or filed with, the Trustee by any Holder or by the Corporation shall be made and shall be deemed to be sufficient when made, given, furnished or filed in writing to or with the Trustee (i) by delivery to the Trustee at the Corporate Trust Office, Attention: Vice-President, Institutional Trust Services/Global Debt - Bombardier Inc. 2004 7:45% Fixed Rate Notes, (ii) by facsimile (with confirmation) to fax number (212) 623-6167 or (ii) by mail by registered letter, postage prepaid, to the Trustee at the Corporate Trust Office, Attention: Vice-President, Institutional Trust Services/Global Debt - Bombardier Inc. 2004 7.45% Fixed Rate Notes, and, subject to the other provisions of this Section 1.05, shall be deemed to have been given at the time of delivery or facsimile transmission or on the third Business Day after mailing. Any delivery made or facsimile sent on a day other than a Business Day, or after 5:00 p.m. (New York City time) on a Business Day, shall be deemed to be received on the next following Business Day. In the case of

disruption in postal services any notice shall be sent by facsimile or delivered. The Trustee may from time to time notify the Corporation of a change in address or facsimile number which thereafter, until changed by like notice, shall be the address or facsimile number of the Trustee for all purposes of this Indenture.

Section 1.06 Notices, Etc., to Corporation

Any request, demand, authorization, direction, notice, consent, waiver, or Act of Holders or other document required or permitted by this Indenture to be made upon, given or furnished to, or filed with the Corporation under the provisions hereof by the Trustee or by any Holder shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Corporation (i) by delivery to Bombardier Inc., 800 René-Lévesque Boulevard West, Montréal, Québec, Canada H3B 1Y8, Attention: Senior Vice President and Treasurer, together with a copy to Senior Vice President and General Counsel, (ii) by facsimile (with confirmation) to fax number (514) 861-7053 or (iii) by mail by registered letter, postage prepaid, addressed to the Corporation at Bombardier Inc., 800 René-Lévesque Boulevard West, Montréal, Québec, Canada H3B 1Y8, Attention: Senior Vice President and Treasurer, together with a copy to Senior Vice President and General Counsel and, subject to the other provisions of this Section 1.06, shall be deemed to have been given at the time of delivery or sending by facsimile. Any delivery made or facsimile sent on a day other than a Business Day, or after 5:00 p.m. (New York City time) on a Business Day, shall be deemed to be received on the next following Business Day. The Corporation may from time to time notify the Trustee of a change in address or facsimile number which thereafter, until changed by like notice, shall be the address or facsimile number of the Corporation for all purposes of this Indenture.

Section 1.07 Notice to Holders; Waiver

Where this Indenture or any Security requires or permits notice by the Corporation or by the Trustee to the Holders of any event, such notice shall be sufficient (unless otherwise herein or in such Security expressly provided) if given or served by being sent by electronic communication or by being deposited in the mail, first-class, postage prepaid, addressed to such Holders at their addresses or electronic communication numbers as they shall appear on the Security Register, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to the Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to the other Holders. In case, by reason of the suspension or disruption of or irregularities in regular mail service or by reason of any other cause, it shall be impracticable to give any such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

Where this Indenture or the Securities provide for or permit notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

Section 1.08 Effect of Headings and Table of Contents

The headings of the Articles and Sections herein and the Table of Contents are for convenience only and shall not affect the construction or interpretation hereof.

Section 1.09 Successors and Assigns

All covenants and agreements in this Indenture by the Corporation shall bind its successors and assigns, whether so expressed or not.

Section 1.10 Separability Clause

In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions thereof shall not in any way be affected or impaired by such invalidity, illegality or unenforceability.

Section 1.11 Benefits of Indenture

Nothing in this Indenture or in the Securities, express or implied, shall give or be construed to give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 1.12 Governing Law

THIS INDENTURE AND EACH SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICT OF LAWS THAT MIGHT APPLY THE LAWS OF ANY OTHER JURISDICTION.

Section 1.13 [Reserved]

Section 1.14 [Reserved]

Section 1.15 Legal Holidays

In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day then (notwithstanding any other provision of this Indenture or of the Securities) payment of interest or principal (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day with the same force and effect as though made on the Interest Payment Date or the Redemption Date, or at the Stated Maturity, and no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be, to the next succeeding Business Day. Except as otherwise provided in the preceding sentence, whenever any period of time would begin or end, any calculation is to be made, or any other action to be taken hereunder shall be stated to be required to be taken, on a day other than a Business Day, such period of time shall begin or end, such calculation shall be made or such other action shall be taken on the next succeeding Business Day and an extension of time shall be included for the purposes of

computation of interest thereon. Any payment made after 5:00 p.m. (New York City time) on a Business Day shall be deemed to be made on the next following Business Day.

Section 1.16 Counterparts

This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original; but all such counterparts shall together constitute but one and the same instrument.

Section 1.17 [Reserved]

Agent for Process; Submission to Jurisdiction Section 1.18

By its execution and delivery of this Indenture, the Corporation irrevocably designates and appoints CT Corporation System, 111 Eighth Avenue, 13th Floor, New York, New York 10011, U.S.A. as the Corporation's authorized agent (the "Authorized Agent") upon whom process may be served in any action, suit or proceeding arising out of or relating to this Indenture or the Securities but for that purpose only, and agrees that service of process upon said CT Corporation System, and written notice of such service to the Corporation in the manner provided in Section 1.06, shall be deemed in every respect effective service of process upon the Corporation in any such action, suit or proceeding in any federal or state court in the Borough of Manhattan, The City of New York. The Corporation hereby irrevocably submits to the nonexclusive jurisdiction of any such court in respect of any such legal action or proceeding and waives any objection it may have to the laying of the venue of any such legal action or proceeding. Such designation shall be irrevocable until all amounts due and to become due on or in respect of all the Securities issued under this Indenture have been paid by the Corporation pursuant to the terms hereof and the Securities. Notwithstanding the foregoing, the Corporation reserves the right to appoint another Person located or with an office in the Borough of Manhattan, The City of New York, selected in its discretion, as a successor Authorized Agent, and upon acceptance of such consent to service of process by such a successor the designation of the prior Authorized Agent shall terminate. The Corporation shall give notice to the Trustee and all Holders of the designation by them of a successor Authorized Agent. If for any reason the Authorized Agent ceases to be able to act as the Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, the Corporation will designate a successor authorized agent in accordance with the preceding sentence. The Corporation further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue the designation and appointment of said CT Corporation System, or of any successor Authorized Agent of the Corporation, in full force and effect so long as any of the Securities shall be outstanding.

Section 1.19 Judgment Currency

The Corporation agrees, to the fullest extent that it may effectively do so under $(a)$ applicable law, that if for the purpose of obtaining or enforcing judgment against the Corporation in any court it is or becomes necessary to convert the sum due in respect of the principal of (and premium, if any) or interest on the Securities (the "Required Currency") into a currency in which a judgment will be rendered (the "Judgment Currency"), the conversion shall be made at the rate

$\mathbb{S}^{\bullet}$

of exchange at which, in accordance with normal banking procedures, the Trustee could purchase in The City of New York, the Required Currency with the Judgment Currency on the Business Day immediately preceding:

• the date of actual payment of the amount due, in the case of any $(i)$ proceeding in the courts of the Province of Quebec or in the courts of any other jurisdiction that will give effect to such conversion being made on such date; or
• the date on which the final unappealable judgment is given, in the case of $(ii)$ any proceeding in the courts of any other jurisdiction

(the date as of which such conversion is made pursuant to this clause being hereinafter in this Section 1.19 referred to as the "Judgment Conversion Date").

If, in the case of any proceeding in the court of any jurisdiction referred to in $(b)$ clause (ii) of Section 1.19(a), there is a change in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the Corporation shall pay such additional amount (if any, but in any event not a lesser amount) as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of U.S. Dollars which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date.

The Corporation also agrees, to the fullest extent that it may effectively do so $(c)$ under applicable law, that its obligations under this Indenture and the Securities to make payments in the Required Currency (i) shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment, in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the effective receipt by the payee of the full amount of the Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative or additional cause of action for the purpose of recovering in the Required Currency the amount, if any, by which such effective receipt shall fall short of the full amount of the Required Currency so expressed to be payable and (iii) shall not be affected by judgment being obtained for any other sums due under this Indenture.

Section 1.20 Shareholders, Officers and Directors Exempt from Individual Liability

No recourse under or upon any obligation, covenant or agreement contained in this Indenture, or in any Security, or because of any indebtedness evidenced thereby, shall be had against any past, present or future shareholder, officer or director, as such, of the Corporation or of any successor, either directly or through the Corporation or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities by the Holders thereof and as part of the consideration for the issue of the Securities.

ARTICLE TWO SECURITY FORMS

Section 2.01 Forms Generally

The Securities (including the Trustee's certification of authentication) shall be $(a)$ substantially in the form attached hereto as Annex A, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have imprinted or otherwise reproduced thereon such legend or legends or other marks of identification, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or any rules or regulations pursuant thereto, or with any rules of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, or to conform to general usage, all as may be determined by the Officers executing such Securities, as evidenced by their execution of such Securities.

Definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the Officers executing such Securities, as evidenced by their execution of such Securities.

Each Security shall be dated the date of its authentication. (b)

Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in registered form without coupons.

Section 2.02 Form of Trustee's Certificate of Authentication

Only such Securities as shall bear thereon a certification of authentication substantially as set forth in the form of the Securities attached as Annex A hereto, executed by the Trustee by manual signature of one of its authorized signatories, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose.

Section 2.03 Securities in Global Form

Except as provided herein, the Securities shall be issued in the form of one or more permanent Global Securities. Any such Security may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or in the Corporation Order to be delivered pursuant to Section 3.02 or 3.04 with respect thereto. Subject to the provisions of Section 3.02 and, if applicable, Section 3.04, the Trustee shall deliver and redeliver, in each case at the Corporation's expense, any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Corporation Order. If a Corporation Order pursuant to Section 3.02 or 3.04 has been, or simultaneously is, delivered, any instructions by the Corporation with respect to a Security in global form shall be

in writing but need not be accompanied by or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel.

Notwithstanding the provisions of Section 3.08, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of principal of, any premium and interest on any Security in global form shall be made to the Person or Persons specified therein.

Notwithstanding the provisions of Section 3.09 and except as provided in the preceding paragraph, the Corporation, the Trustee and any agent of the Corporation or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a Global Security the Holder of such Global Security.

Securities offered and sold in their initial distribution in reliance on Rule 144A shall be issued in the form of one or more Global Securities ("Rule 144A Global Securities") registered in the name of the Depository or its nominee and deposited with the Trustee, at its Corporate Trust Office, as custodian for the Depository, duly executed by the Corporation and authenticated by the Trustee as herein provided, for credit by the Depository to the respective accounts of beneficial owners of the Securities represented thereby (or such other accounts as they may direct). The aggregate principal amount of any Rule 144A Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided.

Securities offered and sold in their initial distribution in reliance on Regulation S shall be issued in the form of one or more Global Securities ("Regulation S Global Securities") registered in the name of the Depository or its nominee and deposited with the Trustee, at its Corporate Trust Office, as custodian for the Depository, duly executed by the Corporation and authenticated by the Trustee as herein provided, for credit by the Depository to the respective accounts of beneficial owners of the Securities represented thereby (or such other accounts as they may direct). The aggregate principal amount of any Regulation S Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided.

Members of, or participants in, the Depository ("Agent Members") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Security, and the Depository may be treated by the Corporation, the Trustee and any agent of the Corporation or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Corporation, the Trustee or any agent of the Corporation or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security.

Section 2.04 Restrictive Legends

In the Corporation Order pursuant to which the Securities or any Additional $(a)$ Securities are originally issued, the Corporation shall specify the principal amount of Securities or any Additional Securities which initially are "Restricted Securities" and the principal amount of Securities or any Additional Securities which initially are "Regulation S Securities".

Unless otherwise agreed to by the Corporation and the Holder thereof, each $(b)$ certificate representing a Restricted Security (which shall be initially issued in the form of one or more Rule 144A Global Securities) shall contain a legend substantially to the following effect (the "Private Placement Legend"):

"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY ACQUIRING THIS SECURITY, AGREES FOR THE BENEFIT OF BOMBARDIER INC. (THE "CORPORATION") THAT NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, RESOLD, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (A) TO THE CORPORATION, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"). IN COMPLIANCE WITH RULE 144A, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER WHOM THE SELLER HAS INFORMED. IN EACH CASE. THAT THE OFFER, SALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT. (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REOUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE CORPORATION'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATION OR THE TRUSTEE. AND IN EACH OF SUCH CASES IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY

PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE CORPORATION THAT IT WILL NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO ABOVE."

Unless otherwise agreed to by the Corporation and the Holder thereof, each $(c)$ certificate representing a Regulation S Security (which shall be initially issued in the form of one or more Regulation S Global Securities) shall contain a legend substantially to the following effect (the "Regulation S Legend"):

"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY ACQUIRING THIS SECURITY, AGREES FOR THE BENEFIT OF BOMBARDIER INC. THAT NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, RESOLD, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS.

ANY OFFER, SALE, TRANSFER, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN WITHIN FORTY DAYS AFTER THE LATER OF THE COMMENCEMENT OF THE OFFERING OF THIS SECURITY OR THE DATE OF CLOSING OF SUCH OFFERING MAY BE MADE ONLY IN COMPLIANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO RULE 144A UNDER THE SECURITIES ACT."

ARTICLE THREE THE SECURITIES

Title and Terms Section 3.01

The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to this Indenture, is limited to US\$250,000,000; provided, however, that the Corporation may from time to time, without notice to or the consent of the Holders, "reopen" the series of Securities established hereunder by increasing the aggregate principal amount of the series and issue Additional Securities in the future. Any Securities issued in connection with such a reopening shall have the same terms as the Securities other than the date of original issuance and the date on which interest shall begin to accrue. The Securities and any Additional Securities issued by the Corporation in connection

with any such reopening shall constitute a single series of Securities for purposes of this Indenture.

The Securities shall be known and designated as the "7.45% Notes due 2034" of the $\ddot{\phantom{a}}$ Corporation. The Stated Maturity of the Securities shall be set forth in the Securities. The Securities shall be redeemable as provided in Article Ten and the terms of the Securities. All amounts payable in respect of the Securities shall be made in U.S. Dollars.

The Securities shall bear interest at the rate per annum set forth in the Securities from April 21, 2004 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on each Interest Payment Date until the principal thereof is paid or duly provided for.

Section 3.02 Execution, Authentication and Delivery

The Securities shall be executed on behalf of the Corporation by any two of the following Officers: its Chairman of the Board, its President, any of its Vice Presidents, the Secretary, the Treasurer, or any of its Assistant Treasurers. The signature of any Officer on the Securities may be manual or facsimile. Typographical and other minor errors or defects in any such reproduction of such seal or any such signature shall not affect the validity or enforceability of any Security which has been duly authenticated and delivered by the Trustee. A facsimile signature upon a Security shall for all purposes of this Indenture be deemed to be the signature of the Person whose signature it purports to be.

In case any such Officer who shall have so executed any of the Securities shall cease to hold such office before the Security so executed shall be authenticated and delivered by the Trustee or disposed of by the Corporation such Security nevertheless may be authenticated and delivered or disposed of and shall bind the Corporation as though the Person who signed such Security had not ceased to be such Officer; and any Security may be so executed on behalf of the Corporation by such Persons as, at the actual date of execution of such Security, shall be the proper officers of the Corporation although at the date of the execution and delivery of this Indenture any such Person was not such an officer.

At any time and from time to time after the execution and delivery of this Indenture, the Corporation may deliver Securities executed by the Corporation to the Trustee for authentication, together with a Corporation Order for the authentication and delivery of such Securities, and the Trustee shall authenticate and deliver such Securities in accordance with such Corporation Order.

The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by Counsel, shall determine that such action may not lawfully be taken or if the Trustee shall in good faith, by any one of its Responsible Officers. determine that such action would expose the Trustee to personal liability to the Holders of the Securities then Outstanding or would affect the Trustee's rights, duties or immunities under the Securities or this Indenture in a manner which is not reasonably acceptable to the Trustee.

In the case of Securities issued in the form of one or more Global Securities, the Corporation shall execute and the Trustee shall, in accordance with this Section and the Corporation Order with respect to such Securities, authenticate and deliver one or more Global Securities that (i) shall be in an aggregate principal amount equal to the aggregate principal amount specified in such Corporation Order, (ii) shall be registered in the name of the Depository therefor or its nominee, (iii) shall be delivered by the Trustee to such Depository or pursuant to such Depository's instructions and (iv) shall bear a legend substantially to the following effect:

"Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository."

Each Depository must at all times while it serves as Depository, be a clearing agency registered under the Securities Exchange Act, and any other applicable statute or regulation.

No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there shall appear on such Security a certificate of authentication substantially in the form and executed as hereinabove provided, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Corporation, and the Corporation shall deliver such Security to the Trustee for cancellation as provided in Section 3.10, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

Section 3.03 Denomination of Securities

The Securities shall be issuable as registered Securities in denominations of US\$100,000 and any integral multiple of US\$1,000 in excess thereof. The Securities shall be numbered, lettered or otherwise distinguished in such manner or in accordance with such plan as the Officers executing the same may determine with the approval of the Trustee, as evidenced by the execution and authentication thereof.

Section 3.04 Temporary Securities

Pending the preparation of definitive Securities, the Corporation may execute, and upon Corporation Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten or otherwise produced. Temporary Securities shall be issuable as registered Securities in any authorized denomination and substantially in the forms of the definitive Securities, but with such omissions, insertions and variations as may be appropriate for temporary Securities, all as may be determined by the Corporation with the concurrence of the Trustee, as evidenced by the execution and authentication thereof. Temporary Securities may contain such references to any provisions of this Indenture as may be appropriate. Every temporary Security shall be executed by the Corporation and authenticated by the Trustee upon the same conditions and in substantially the same manner, and with like effect, as the definitive

Securities. Without unreasonable delay, the Corporation shall execute and deliver to the Trustee for authentication definitive Securities; and thereupon temporary registered Securities may be surrendered in exchange for definitive registered Securities without charge at each office or agency to be maintained for such purpose in a Place of Payment of the Securities, without charge at any office or agency to be maintained in a Place of Payment of the Securities. The Trustee shall authenticate and deliver in exchange for temporary Securities so surrendered an equal aggregate principal amount of definitive Securities in authorized denominations. Until so exchanged, the temporary Securities shall be entitled to the same benefits under this Indenture as definitive Securities.

Section 3.05 Registration, Transfer and Exchange

The Corporation shall keep, or cause to be kept, at the Corporate Trust Office, or at any office or agency to be maintained by the Corporation in a Place of Payment, a register (the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Corporation will provide for the registration of Securities and the registration of transfer of Securities. The Security Register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. The Security Register shall be kept at the Corporate Trust Office and, for this purpose, the Trustee shall be designated the "Security Registrar". The Holder of any Security shall be entitled to inspect the Security Register at any time during normal business hours of the Trustee at the Corporate Trust Office and to make extracts therefrom.

The Corporation shall have the right to remove and replace from time to time the Security Registrar for the Securities; provided that no such removal or replacement shall be effective until a successor Security Registrar with respect to such Securities shall have been appointed by the Corporation and shall have accepted such appointment by the Corporation. In the event that the Trustee shall not be or shall cease to be Security Registrar with respect to the Securities, it shall have the right to examine the Security Register for the Securities at all reasonable times. There shall be only one Security Register for the Securities.

Upon surrender for registration of transfer of any Security at any office or agency to be maintained for such purpose in a Place of Payment for the Securities, the Corporation shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees one or more new Securities of like tenor and terms in authorized denominations for a like aggregate principal amount. No transfer of a Security to any Person shall be effective under this Indenture or with respect to such Security unless and until such Security has been registered in the name of such Person.

At the option of the Holder thereof, Securities (other than a Global Security, except as set forth below) may be exchanged for one or more Securities of like tenor and terms in authorized denominations for a like aggregate principal amount, upon surrender of any such Security to be exchanged at the office or agency to be maintained for such purpose in a Place of Payment for the Securities and upon payment, if the Corporation shall so require, of the charges hereinafter provided. Whenever Securities are so surrendered for exchange, the Corporation shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities surrendered upon any exchange or transfer

provided for in this Indenture shall be promptly cancelled and disposed of by the Trustee, and the Trustee shall deliver a certificate of disposition thereof to the Corporation.

All Securities presented for registration of transfer, exchange, redemption or payment shall (if so required by the Corporation or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Corporation and the Trustee duly executed by, the Holder or other appropriate Person.

The Corporation may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Securities; but unless otherwise provided in the Securities to be exchanged or transferred, no service charge shall be made for any such transaction.

The Corporation shall not be required to (i) issue, exchange or register the transfer of Securities during a period of 15 Business Days next preceding the first mailing or publication of notice of redemption of the Securities to be redeemed or (ii) exchange or register the transfer of any Securities selected for redemption, in whole or in part, except the unredeemed portion of any Security to be redeemed in part.

Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for Securities in definitive form, a Global Security representing all or a portion. of the Securities may not be transferred except as a whole by the Depository for such Global Security to a nominee of such Depository or by a nominee of such Depository to such Depository or nominee of such Depository or by such Depository or any such nominee to a successor Depository for such Global Security or a nominee of such successor Depository.

If at any time a Depository for any Securities represented by one or more Global Securities shall notify the Corporation that it is unwilling or unable to continue as Depository for such Securities or if at any time any such Depository shall no longer be eligible to continue as Depository, the Corporation shall appoint a successor Depository with respect to the Securities held by such Depository. If a successor Depository shall not be appointed by the Corporation within 90 days after the Corporation receives such notice or becomes aware of such ineligibility, the Corporation shall execute, and the Trustee upon receipt of a Corporation Order shall authenticate and deliver, in exchange for such Global Securities. Securities in definitive form in authorized denominations for an aggregate principal amount equal to the aggregate principal amount of the Global Securities held by such Depository.

If an Event of Default shall occur and be continuing with respect to the Securities, the Corporation shall execute and deliver to the Trustee, together with a Corporation Order, and the Trustee shall, upon receipt thereof, authenticate and deliver, in exchange for Global Securities evidencing the Securities, Securities in definitive form in authorized denominations for an aggregate principal amount equal to the aggregate principal amount of such Global Securities.

Upon the surrender for exchange of any Global Security for Securities in definitive form, such Global Security shall be promptly cancelled and disposed of by the Trustee, and the Trustee shall deliver a certificate of disposition to the Corporation. Securities in definitive form issued in exchange for a Global Security pursuant to this Section shall be registered in such names and in

such authorized denominations as the Depository for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or an agent of the Corporation or the Trustee. The Trustee or such agent shall deliver such Securities to or as directed by the Persons in whose names such Securities are so registered.

All Securities issued upon any registration of transfer or exchange of Securities shall be valid obligations of the Corporation, evidencing the same indebtedness, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange.

Section 3.06 Special Transfer Provisions

Notwithstanding any provision of this Indenture or the Securities, transfers and exchanges of Securities (and, in the case of Global Securities, beneficial interests therein) of the kinds specified in this Section 3.06 shall be made only in accordance with this Section 3.06. Transfers and exchanges subject to this Section 3.06 shall also be subject to the other provisions of this Indenture that are not inconsistent with this Section 3.06.

Transfers and Exchanges of Interests in a Rule 144A Global Security. (i) The $(a)$ transfer or exchange of an interest in a Rule 144A Global Security to a transferee or exchangee who takes delivery in the form of an interest in a Rule 144A Global Security may be effected only through the book-entry system maintained by the Depository.

• The transfer or exchange of an interest in a Rule 144A Global Security to $(iii)$ a transferee or exchangee who takes delivery in the form of an interest in a Regulation S Global Security prior to the expiration of the Restricted Period shall be made only upon delivery by the proposed transferor or exchanger to the Security Registrar of a certificate substantially in the form of Annex B.
• The transfer or exchange of an interest in a Rule 144A Global Security to $(iii)$ a transferee or exchange who takes delivery in the form of an interest in a Regulation S Global Security following the expiration of the Restricted Period shall be made only upon delivery by the proposed transferor or exchanger to the Security Registrar of a certificate substantially in the form of Annex C.

Transfers and Exchanges of Interests in a Regulation S Global Security Prior to (b) Expiration of the Restricted Period and/or to Persons Taking Delivery in the Form of an Interest in a Rule 144A Global Security. With respect to registration of any proposed transfer or exchange of an interest in a Regulation S Global Security to a Person who takes delivery in the form of an interest in a Rule 144A Global Security, the Security Registrar shall register the transfer or exchange of any Security if the proposed transferor or exchanger has delivered to the Corporation and the Security Registrar a certificate from the transferor or exchanger substantially in the form of Annex D or a certificate from the transferee or exchangee advising the Corporation and the Security Registrar that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such

account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and that the Securities delivered to it shall bear the Private Placement Legend and acknowledges that it has received such information regarding the Corporation as it has requested pursuant to Rule 144A and that it is aware that the transferor or exchanger is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A.

Transfers and Exchanges of Interests in a Regulation S Global Security Following $(c)$ the Expiration of the Restricted Period. Following the expiration of the Restricted Period, the Security Registrar shall register the transfer or exchange of interests in a Regulation S Global Security without requiring any additional certification.

Legends. Upon the transfer, exchange or replacement of Securities that do not $(d)$ bear the Private Placement Legend or the Regulation S Legend, the Security Registrar shall deliver Securities that do not bear either the Private Placement Legend or the Regulation S Legend. Upon the transfer, exchange or replacement of Securities bearing the Private Placement Legend or the Regulation S Legend, the Security Registrar shall deliver only Securities that bear the Private Placement Legend or the Regulation S Legend, as the case may be, unless there is delivered to the Security Registrar an Opinion of Counsel reasonably satisfactory to the Corporation and the Security Registrar to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act; provided that, following the Restricted Period, the Security Registrar shall deliver Securities that do not bear either the Private Placement Legend or the Regulation S Legend and no such Opinion of Counsel need be delivered in the case of (i) the exchange of an interest in a Regulation S Global Security that bears a Regulation S Legend for an interest in a Regulation S Global Security that does not bear a Regulation S Legend or (ii) the transfer or exchange of an interest in a Rule 144A Global Security to be transferred or exchanged pursuant to Rule 903 or 904 of Regulation S to a transferee or exchangee who takes delivery in the form of an interest in a Regulation S Global Security.

General. (i) By its acceptance of any Security bearing the Private Placement $(e)$ Legend or the Regulation S Legend or beneficial interest therein, each Holder and owner of such a Security acknowledges the restrictions on transfer of such Security set forth in this Indenture and in such respective legend and agrees that it will transfer such Security only as provided in this Indenture and in such respective legend. The Security Registrar shall not register a transfer of any Security unless such transfer complies with the restrictions on transfer contained in this Indenture and in such respective legend. In connection with any transfer of Securities, each Holder and owner agrees by its acceptance of such Securities or beneficial interest therein to furnish to the Security Registrar or the Corporation such certifications, legal opinions or other information as either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from or a transaction not subject to, the registration requirements of the Securities Act; provided that the Security Registrar shall not be required to determine (but may rely conclusively on a determination made by the Corporation with respect to) the sufficiency of any such certifications, legal opinions or other information.

The Corporation shall not, and shall not permit any of its Affiliates that are $(ii)$ Subsidiaries to, purchase or agree to purchase or otherwise acquire any

Restricted Securities, whether as beneficial owner or otherwise (except as agent on behalf of and for the account of customers in the ordinary course of business as a securities broker in unsolicited broker's transactions) unless, immediately upon any such purchase, the Corporation or any such Affiliate shall submit such Restricted Securities to the Trustee for cancellation. The Corporation further agrees to ask its Affiliates that are not Subsidiaries to agree not to purchase or otherwise acquire any Restricted Securities, whether as beneficial owner or otherwise, except as permitted in the preceding sentence.

$(iii)$

The Holder of a Security desiring to effect any transfer or assignment shall, and the transferee of such Security by purchasing such Security agrees to, indemnify the Corporation and the Trustee against any liability that may result if the transfer or assignment is not made in accordance with the provisions of this Section 3.06 and applicable U.S. federal and state securities laws.

The Security Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Section 3.06. The Corporation shall have the right, at its own expense, to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Security Registrar.

Section 3.07 Mutilated, Defaced, Destroyed, Lost or Stolen Securities

In case any temporary or definitive Security thereto shall become mutilated or defaced or be destroyed, lost or stolen, the Corporation shall execute, and the Trustee upon receipt of a Corporation Order shall authenticate and deliver, a new Security of like tenor and terms, bearing a number or other distinguishing symbol not contemporaneously outstanding, in lieu of and substitution for the mutilated, defaced, destroyed, lost or stolen Security. In each case, the applicant for a substitute Security shall furnish to the Corporation and to the Trustee and any agent of the Corporation or the Trustee such security or indemnity as may be required by them to save each of them harmless and, in each case of destruction, loss or theft, evidence to their satisfaction of the destruction, loss or theft of such Security and of the ownership thereof and, in each case of mutilation or defacement, shall surrender the Security to the Trustee or such agent.

Upon the issuance of any substitute Security under this Section, the Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or its agent) connected therewith. In case any Security which has matured or is about to mature or has been called for redemption in full shall become mutilated or defaced or be destroyed, lost or stolen, the Corporation may, instead of issuing a substitute Security, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated or defaced Security), if the applicant for such payment shall furnish to the Corporation and to the Trustee and any agent of the Corporation or the Trustee such security or indemnity as may be required by them to save each of them harmless, and, in each case of destruction, loss or theft,

evidence to their satisfaction of the destruction, loss or theft of such Security and of the ownership thereof.

Every substitute Security issued pursuant to this Section in lieu of any mutilated, destroved, lost or stolen Security shall constitute an additional contractual obligation of the Corporation, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities duly authenticated and delivered hereunder. All Securities shall be held and owned upon the express condition that, to the extent permitted by law, the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, defaced, destroyed, lost or stolen Securities and shall preclude any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender.

Section 3.08 Payment; Interest Rights Preserved

Except as otherwise provided in accordance with 3.08(b), payments of the $(a)$ principal of (and premium, if any) and interest on any Security (other than a Global Security) will be made at the Corporate Trust Office except that, at the option of the Corporation, interest may be paid (i) by mailing checks for such interest payable to or upon the written order of such Holders at their last addresses as they appear on the Security Register, or (ii) by wire transfer to an account maintained by the Person entitled thereto as specified in the Security Register.

Interest on any Security (other than a Global Security) shall be paid to the Person (b) in whose name such Security or whose entitlement to interest is registered at the close of business on the Regular Record Date for such interest. Principal and premium, if any, and interest on any Global Security shall be paid in accordance with the procedures of the Depository in effect from time to time.

Any interest on any Security which is payable, but is not punctually paid or duly $\rm (c)$ provided for, on any Interest Payment Date ("Defaulted Interest") shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Corporation, at its election in each case, as provided in paragraph (i) or (ii) below:

The Corporation may elect to make payment of any Defaulted Interest on $(i)$ Securities to the Persons in whose names the Securities or whose entitlements to interest are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Corporation shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each such Security and the date of the proposed payment, and at the same time the Corporation shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when

deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this paragraph provided. Thereupon, the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Corporation of such Special Record Date and, in the name and at the expense of the Corporation, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of the Securities or each Person so entitled to interest at his or her address as it appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be Paid to the Persons in whose names the Securities or whose entitlements to interest or Additional Amounts are registered at the close of business on such Special Record Date.

The Corporation may make payment of any Defaulted Interest on the $(ii)$ Securities in any other lawful manner not inconsistent with the requirements of an securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, after notice given by the Corporation to the Trustee of the proposed payment pursuant to this paragraph.

Persons Deemed Owners Section 3.09

The Corporation, the Trustee and any agent of the Corporation or the Trustee may treat the Person in whose name each Security is registered in the Security Register as the owner of such Security for the purpose of receiving payment of or on account of the principal of (and premium, if any) and (subject to Section 3.08) interest on such Security and for all other purposes whatsoever, whether or not such payment in respect of such Security shall be overdue, and none of the Corporation, the Trustee and any agent of the Corporation or the Trustee shall be affected by any notice to the contrary. All such payments so made to any such Person or Holder, or upon the order of any such Person or Holder, shall be valid and, to the extent of the amounts so paid, effectual to satisfy and discharge the indebtedness on any such Security.

Section 3.10 Cancellation

All Securities surrendered for payment, redemption, registration of transfer or exchange, if surrendered to the Corporation or any agent of the Corporation or any agent of the Trustee, shall be delivered to the Trustee for cancellation or if surrendered to the Trustee, shall be cancelled by it; and no Securities shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture. The Trustee shall dispose of cancelled Securities held by it and deliver a certificate of disposition to the Corporation. If the Corporation or its agent shall acquire any of the Securities, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities unless and until the same are delivered to the Trustee for cancellation.

Section 3.11 Computation of Interest

Interest on the Securities shall be computed on the basis of a 360-day year of twelve 30day months.

Section 3.12 CUSIP Numbers

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

ARTICLE FOUR SATISFACTION AND DISCHARGE

Section 4.01 Satisfaction and Discharge of Indenture

This Indenture shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for) and the Trustee, upon Corporation Request and at the expense of the Corporation, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when:

• either $(a)$
• all Securities theretofore authenticated and delivered (other than (A) $(i)$ Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.07 and (B) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Corporation and thereafter repaid to the Corporation or discharged from such trust, as provided in Section 9.04) have been delivered to the Trustee for cancellation; or
• all such Securities not theretofore delivered to the Trustee for cancellation $(ii)$
  • have become due and payable, or $(A)$
  • will become due and payable at their Stated Maturity within one (B) vear, or

$(C)$

are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Corporation.

and the Corporation, in the case of clause $(A)$ , $(B)$ or $(C)$ of this clause (a)(ii), has, in accordance with the conditions set forth in Section 11.04(a), made or caused to be made deposits in trust for the purpose in an amount which shall be sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation. for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;

(b) the Corporation has paid or caused to be paid all other sums payable hereunder by the Corporation; and

the Corporation has delivered to the Trustee an Officers' Certificate and an $(c)$ Opinion of Counsel, at the Corporation's expense, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Corporation to the Trustee under Sections $6.03(g)$ and $6.08$ , the obligations of the Corporation to any Authenticating Agent under Section 6.14 and, if deposits shall have been made pursuant to clause (a)(ii) of the first paragraph of this Section, the obligations of the Trustee under Sections 4.02 and 11.05 and the last paragraph of Section 9.04 shall survive.

Section 4.02 Application of Trust Money

Subject to the provisions of the last paragraph of Section 9.04, all money deposited with the Trustee shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Corporation acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto of the principal (and premium, if any) and interest or Additional Amounts for whose payment such money has been deposited with the Trustee.

ARTICLE FIVE REMEDIES

Section 5.01 Event of Default

"Event of Default", wherever used herein with respect to the Securities, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

default in the payment of any installment of interest upon any Security, at its $(a)$ Stated Maturity, and continuance of such default for a period of 30 days; or

default in the payment of the principal of or premium on any Security at its (b) Maturity; or

default in the performance, or breach, of any covenant of the Corporation $(c)$ contained in the Securities or in this Indenture (other than a covenant a default in the performance of or the breach of which is elsewhere in this Section specifically dealt with), and continuance of such default or breach for a period of 60 days after there has been given to the Corporation by the Trustee or to the Corporation and the Trustee by the Holders of at least a majority in principal amount of the Securities then Outstanding affected thereby, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; or

default under any other Indebtedness for Borrowed Money of the Corporation or $(d)$ any of its Subsidiaries which:

• is not paid when due or within any applicable grace period in any $(i)$ agreement relating to the Indebtedness for Borrowed Money; or
• becomes due and payable before its normal maturity by reason of a default $(ii)$ or event of default, howsoever described; or
• when such other Indebtedness for Borrowed Money is in the form of a $(iii)$ Guarantee or indemnity in respect of any Indebtedness for Borrowed Money of others given by the Corporation or any of its Subsidiaries, shall not be honored when due within 60 days of demand,

where the aggregate amount of all such Indebtedness for Borrowed Money exceeds US\$25,000,000 (or the equivalent in other currencies); and provided that no Event of Default shall be deemed to have occurred under this subsection (d) if the failure to pay or other default under the relevant agreement is waived, rescinded or annulled in writing by the relevant $creditor(s);$ or

the making by the Corporation or any Principal Subsidiary of an assignment for $(e)$ the benefit of its creditors, the filing by it of a petition for the declaration of its own bankruptcy, the consenting by it to the institution of, or the granting by a court of, bankruptcy or other insolvency proceedings against it, the admission by the Corporation or any Principal Subsidiary to some or all of its creditors at a meeting or by other means of communication that it is insolvent or the commencement by the Corporation or any Principal Subsidiary of any proceeding relative to overdue indebtedness of the Corporation or any Principal Subsidiary under any reorganization, arrangement, compromise, adjustment or postponement of debt, dissolution, winding-up, composition or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; or

the making of an order or judgment by a court having jurisdiction adjudging the $(f)$ Corporation or any Principal Subsidiary bankrupt or insolvent or ordering the winding-up or

liquidation or rearrangement of its affairs, or the seizure or attachment of all or a substantial part of the Corporation's or any Principal Subsidiary's property at the instance of a creditor, or the appointment of a Person to take possession or control under an agreement subjecting property of the Corporation or any Principal Subsidiary to a security interest or pursuant to an order of any court having jurisdiction of all or a substantial part of the property or all or a substantial part of the inventory of the Corporation or any Principal Subsidiary, such Person to include a receiver, a receiver-manager, an agent, a sequestrator, a trustee under a trust indenture, a creditor in possession or any person or corporation authorized to act on their behalf; provided that such order, judgment, seizure or attachment remains in force or such taking of possession or control continues in effect for a period of 60 days.

Section 5.02 Acceleration of Maturity

If an Event of Default with respect to Securities at the time Outstanding occurs and is continuing, then and in every such case the Trustee may, in its discretion and shall, if so requested by the Holders of not less than a majority in aggregate principal amount of the Securities Outstanding, declare the principal of, and premium, if any, on all the Securities to be due and payable immediately, by a notice in writing to the Corporation, and upon any such declaration such principal, and premium, if any, shall become immediately due and payable.

The Corporation covenants that if:

$(1)$ default is made in the payment of any installment of interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, or

default is made in the payment of the principal of (or premium, if any, on) any $(2)$ Security at the Maturity thereof,

the Corporation shall, upon demand of the Trustee, forthwith pay to the Trustee, for the benefit of the Holders of the Securities, the whole amount then due and payable on such Securities, for the principal of (and premium, if any) and interest accrued to the date of such payment on all such Securities and all other money owing under the provisions of the Indenture in respect of such Securities, together with interest from the date of such demand to the date of such payment upon overdue principal and premium and, to the extent that payment of such interest shall be enforceable under applicable law, on overdue installments of interest and on such other money at the same rate as the rate of interest specified in the Securities; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and Counsel, except as a result of negligence or bad faith.

Until such demand shall be made by the Trustee, the Corporation shall pay the principal of (and premium, if any) and interest on the Securities to the Holders in accordance with the terms hereof and thereof, whether or not payment of any amount in respect of such Securities shall be overdue.

If the Corporation fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or

final decree, and may enforce the same against the Corporation and collect the money adjudged or decreed to be payable in the manner provided by law out of the property of the Corporation, wherever situated.

If an Event of Default with respect to the Securities occurs and is continuing, the Trustee may proceed to protect and enforce its rights and the rights of the Holders of Securities by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

If an Event of Default shall have occurred and be continuing the Trustee shall, within 30 days after a Responsible Officer becomes aware of the occurrence of such Event of Default, give notice of such Event of Default to the Holders of the Securities then Outstanding affected thereby in the manner provided in Section 1.07, provided that, notwithstanding the foregoing, except in the case of Events of Default described in clauses (a) and (b) of Section 5.01, the Trustee shall not be required to give such notice if the Trustee in good faith shall have decided that the withholding of such notice is in the best interests of the Holders of the Securities then Outstanding affected thereby and shall have so advised the Corporation in writing. Where a notice of the occurrence of an Event of Default has been given to the Holders of such Securities pursuant to the preceding sentence and the Event of Default is thereafter cured, the Trustee shall give notice that the Event of Default is no longer continuing to the Holders of such Securities within 30 days after a Responsible Officer becomes aware that the Event of Default has been cured.

Rescission and Annulment Section 5.03

In the event of the acceleration of maturity with respect to Securities as provided in Section 5.02 hereof, and prior to such time as a judgment or decree for payment of the money due has been obtained by the Trustee as herein below in this Article provided, the Holders of not less than a majority in aggregate principal amount of the Securities then Outstanding shall have the power exercisable by the Act of such Holders to direct the Trustee to rescind and annul the default or to cancel the declaration made by the Trustee or both and the Trustee shall thereupon rescind and annul the default or cancel the declaration or do both and cancel the consequences thereof if:

• the Corporation has paid or deposited with the Trustee a sum sufficient to pay: $(a)$
• $(i)$ all overdue interest on all Securities,
• the principal of (and premium, if any, on) any Securities which have $(ii)$ become due otherwise than by such declaration of acceleration and any interest thereon at the rate prescribed therefor in such Securities,
• to the extent that payment of such interest is lawful, interest upon overdue $(iii)$ interest at the rate specified therefor in such Securities; and

all sums paid or advanced by the Trustee hereunder and the reasonable $(iv)$ compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, except as a result of negligence or bad faith; and

all Events of Default with respect to the Securities, other than the non-payment of (b) the principal of the Securities which has become due solely by such declaration of acceleration. have been cured or waived;

provided that no such rescission, annulment or cancellation shall extend to or shall affect any subsequent default or breach or shall impair any right consequent thereon.

Section 5.04 [Reserved]

Section 5.05 Trustee May File Proofs of Claim

Subject to the provisions of Article Seven, in case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar judicial proceeding relative to the Corporation or the assets of the Corporation, the Trustee (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Corporation for the payment of overdue principal, premium or interest) shall be entitled and empowered, either in its own name or as trustee of an express trust, or as attorney-in-fact for the respective Holders of the Securities, or in any one or more of such capacities, by intervention in such proceeding or otherwise:

to file and prove a claim, debt, petition or other document for the whole amount $(a)$ of the principal (and premium, if any) and interest owing and unpaid in respect of the Securities, and to execute and file such other papers or documents and do and perform all such things as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, except as a result of negligence or bad faith) and of the Holders allowed in such judicial proceeding, and

to collect and receive any money or other property payable or deliverable on any (b) such claims and to distribute the same; and any custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, except as a result of the Trustee's negligence or bad faith, and any other amounts due the Trustee under Sections 6.08 and 6.03(g).

The Trustee is hereby irrevocably appointed (and the successive respective Holders of the Securities by taking and holding the same shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of such Securities with authority to do and perform any and all such acts contemplated by clauses (a) and (b) of this Section for and on behalf of such Holders as may be necessary or advisable in the opinion of the Trustee. Subject to the provisions of Article Seven, nothing herein contained shall be deemed to

authorize the Trustee, unless so authorized by Act of the Holders, to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors' or other similar committee.

Section 5.06 Trustee May Enforce Claims without Possession of Securities

All rights of action and claims under this Indenture, or under the Securities, may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any suit or proceeding relating thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, except as a result of the Trustee's negligence or bad faith, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered subject to the provisions of this Indenture.

In any suit or proceeding brought by the Trustee (and also in any suit or proceeding involving the interpretation or construction of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Securities appertaining thereto in respect to which action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.

Section 5.07 Application of Money Collected

Any money collected or received by the Trustee pursuant to this Article in respect of the Securities shall be applied in the following order, at the date or dates fixed by the Trustee and, in the case of any distribution of such money on account of the principal of (or premium, if any) or interest on the Securities, upon presentation of the several Securities in respect of which money has been collected and the notation thereon of such distribution if such principal, premium and interest be only partially paid or upon surrender thereof if fully paid:

firstly, to pay or reimburse to the Trustee for all amounts due the Trustee under $(a)$ Sections $6.03(g)$ and $6.08$ ;

secondly, to pay or reimburse the Holders of the Securities the costs, charges, (b) expenses, advances and compensation to the Trustee in or about the execution of its trust, or otherwise in relation hereto, with interest thereon as herein provided;

thirdly, to the payment of the amounts then due and unpaid for principal of and $(c)$ premium and interest on the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal, premium and interest, respectively; and

fourthly, the surplus, if any, of such money shall be paid to the Corporation or any $(d)$ other Person lawfully entitled thereto.

Section 5.08 Limitation on Suits

No Holder of any Security shall have any right to institute any action, suit or proceeding, judicial or otherwise, with respect to this Indenture, for payment of any principal, premium, if any, or interest owing on any Security, or for the execution of any trust or power hereunder or for the appointment of a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official, or to have the Corporation wound up, or for any other remedy hereunder, unless:

such Holder shall have previously given written notice to the Trustee of the $(a)$ occurrence of a continuing Event of Default hereunder with respect to the Securities;

the Holders of not less than a majority in aggregate principal amount of the $(b)$ Securities then Outstanding shall have made written request to the Trustee to institute such proceeding in its own name as Trustee hereunder;

such Holder or Holders shall have offered to the Trustee, when so requested by $(c)$ the Trustee, reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby in compliance with such request;

the Trustee for 60 days after its receipt of such notice, request and offer of $(d)$ indemnity shall have failed to institute such action, suit or proceeding; and

no direction inconsistent with such written request shall have been given to the (e) Trustee during such 60 day period by the Holders of not less than a majority in aggregate principal amount of the Securities then Outstanding (voting as one class);

it being understood and intended that no one or more Holders of Securities shall have any right in any manner whatsoever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holder of the Securities, or to obtain or to seek to obtain preference or priority over any other such Holder or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all Holders of Securities.

Unconditional Right of Holders to Receive Principal, Premium and Interest Section 5.09

Notwithstanding any other provision in this Indenture or any provision of any Security, the Holder of a Security shall have the right, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and interest (subject to Section 3.08) on such Security on the Stated Maturity expressed in such Security or, in the case of redemption, on the Redemption Date and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

Section 5.10 Restoration of Rights and Remedies

In case the Trustee or any Holder shall have proceeded to enforce any right or remedy under this Indenture and such proceeding shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee or to such Holder, then, and in every such case, the Corporation, the Trustee and the Holders shall be restored severally and

respectively to their former positions hereunder; and all rights, remedies and powers of the Corporation, the Trustee and the Holders shall continue as though no such proceeding had been taken.

Section 5.11 Rights and Remedies Cumulative

Except as otherwise provided with respect to the replacement or payment of mutilated, defaced, destroyed, lost or stolen Securities in the last sentence of Section 3.07, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 5.12 Delay or Omission Not Waiver

No delay or omission of the Trustee or of any Holder of Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case maybe, except as otherwise expressly provided in this Indenture.

Section 5.13 Control by Holders

The Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding shall have the right exercisable by Act of such Holders to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities, provided that:

such direction shall not be in conflict with any rule of law or with this Indenture; $(a)$

the Trustee may take any other action deemed proper by the Trustee which is not (b) inconsistent with such direction; and

the Trustee shall have the right to decide not to follow such direction if the $(c)$ Trustee in good faith shall, by a Responsible Officer, determine that such direction would be prejudicial to the Holders not joining in such direction or would involve the Trustee in personal liability.

Section 5.14 Waiver of Past Defaults

Prior to the declaration of acceleration of the Maturity of the Securities as provided by Section 5.02, the Holders of a majority in aggregate principal amount of the Securities at the time Outstanding with respect to which a default or breach or an Event of Default shall have occurred and be continuing shall have the right exercisable by Act of such Holders to waive any past

default or breach or Event of Default and its consequences, except a default not theretofore cured:

in the payment of the principal of or any premium or interest on any Security, or $(a)$

in respect of a covenant or provision hereof which under Article Eight cannot be $(b)$ modified or amended without the consent of all Holders of all Outstanding Securities affected thereby.

Upon any such waiver, such default or breach shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture, but no such waiver shall extend to any subsequent or other default or breach or Event of Default or impair any right consequent thereon.

Section 5.15 Undertaking for Costs

All parties to this Indenture agree, and each Holder of any Security by acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant.

Section 5.16 Waiver of Usury, Stay or Extension Laws

The Corporation covenants (to the fullest extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Corporation (to the fullest extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE SIX THE TRUSTEE

Section 6.01 Certain Duties and Responsibilities

Except during the continuance of an Event of Default of which a Responsible $(a)$ Officer of the Trustee has actual knowledge, the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee.

In the absence of bad faith on its part, the Trustee, in the exercise of its rights and (b) duties hereunder, may conclusively rely, as to the truth of the statements and the correctness of

the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to and comply with the requirements of this Indenture.

In case an Event of Default has occurred and is continuing of which a Responsible $(c)$ Officer of the Trustee has actual knowledge, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs.

No provision of this Indenture shall be construed to relieve the Trustee from the $(d)$ duties imposed on it in Section 6.01(c) or from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

• this Section shall not be construed to limit the effect of Section 6.01(a); $(i)$
• the Trustee shall not be liable for any error of judgment made in good faith $(ii)$ by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;
• the Trustee shall not be liable with respect to any action taken or omitted $(iii)$ to be taken by it in good faith in accordance with an appropriate direction of the Holders pursuant to Section 5.13 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture;
• no provision of this Indenture shall require the Trustee to expend or risk $(iv)$ its own funds or otherwise incur any personal financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it;
• the Trustee shall not be required to take notice or be deemed to have $(v)$ notice or knowledge of any default (except a default due to nonpayment) unless a Responsible Officer of the Trustee shall have received written notice or obtained actual knowledge thereof; in the absence of receipt of such notice or actual knowledge, the Trustee may conclusively assume that there is no default; and
• the Trustee shall have no duty to see to any recording, filing, or depositing $(vi)$ of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof.

Whether or not therein expressly so provided, every provision of this Indenture $(e)$ relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Section 6.02 Certain Rights of Trustee

Subject to the provisions of Section 6.01:

the Trustee may rely and shall be protected in acting or refraining from acting $(a)$ upon any resolution, Officers' Certificate or other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

any order, request or direction of the Corporation mentioned herein shall be $(b)$ sufficiently evidenced by a Corporation Request or Corporation Order and any resolution of the Directors shall be sufficiently evidenced by a Directors' Resolution;

whenever in the administration of this Indenture the Trustee shall deem it $(c)$ desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers' Certificate, including (i) as to any statements of fact, as evidence of the truth of such statements, and (ii) to the effect that any particular dealing or transaction or step or thing is, in the opinion of the Officers so certifying, expedient, as evidence that it is expedient; provided that the Trustee may in its sole discretion require from the Corporation or otherwise further evidence or information before acting or relying on such certificate;

the Trustee may employ or retain such agents, counsel and other experts or $(d)$ assistants as it may reasonably require for the proper discharge of its duties hereunder and shall not be responsible for any misconduct or negligence on the part of any such persons who have been selected with due care by the Trustee; the Trustee may pay reasonable remuneration for all services performed for it;

the Trustee may, in relation to this Indenture, act on the opinion or advice of or on $(e)$ information obtained from any Counsel, notary, valuer, surveyor, engineer, broker, auctioneer, accountant or other expert, whether obtained by the Trustee or by the Corporation or otherwise;

the Trustee may consult with Counsel and the written advice of such Counsel or $(f)$ any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

the Trustee shall be under no obligation to exercise any of the rights or powers $(g)$ vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered and furnished to the Trustee funds for the purpose and reasonable indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

the Trustee may, before commencing (or at any time during the continuance of) (h) any act, action or proceeding, require the Holders at whose instance it is acting to deposit with the Trustee the Securities held by them, for which Securities the Trustee shall issue receipts to the Holders;

the Trustee shall not be bound to make any investigation into the facts or matters $\omega$ stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, or any investigation of the books and records of the Corporation (but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled on reasonable notice to examine the books, records and premises of the Corporation, personally or by agent or attorney), unless requested to do so by the Act of the Holders of a majority in aggregate principal amount of the Securities then Outstanding; provided, however, that the Trustee may require reasonable indemnity against the costs, expenses or liabilities likely to be incurred by it in the making of such investigation;

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

the Trustee shall not be personally liable for any action taken, suffered or omitted $(k)$ by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; and

the right of the Trustee to perform any discretionary act enumerated in this $(1)$ Indenture shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act.

Section 6.03 Protection of Trustee

By way of supplement to the provisions of any law for the time being relating to trustees, it is expressly declared and agreed as follows:

the recitals contained herein and in the Securities, except the Trustee's certificates $(a)$ of authentication, shall be taken as the statements of the Corporation, and neither the Trustee nor any Authenticating Agent shall be liable for or assume any responsibility for their correctness;

the Trustee makes no representations as to, and shall not be liable for, the validity (b) or sufficiency of this Indenture or of the Securities;

neither the Trustee nor any Authenticating Agent shall be accountable for the use (c) or application by the Corporation of any of the Securities or of the proceeds thereof;

nothing herein contained shall impose any obligation on the Trustee to see or to require evidence of registration or filing (or renewals thereof) of this Indenture or any instrument ancillary or supplemental hereto;

the Trustee shall not be bound to give any notice of the execution hereof; (e)

the Trustee shall not incur any liability or responsibility whatever or be in any $\Omega$ way responsible for the consequence of any breach on the part of the Corporation of any of the covenants herein contained or of any act of the agents or servants of the Corporation; and

the Corporation shall indemnify the Trustee, its directors, officers and employees $(g)$ for, and hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.

Trustee Not Required to Give Security Section 6.04

The Trustee shall not be required to give security for the execution of the trusts or its conduct or administration hereunder.

Section 6.05 No Person Dealing with Trustee Need Inquire

No Person dealing with the Trustee shall be concerned to inquire whether the powers that the Trustee is purporting to exercise have become exercisable, or whether any money remains due upon the Securities or to see to the application of any money paid to the Trustee.

Section 6.06 May Hold Securities

The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Corporation, in its individual or in any other capacity, may become the owner or pledgee of Securities and may otherwise deal with the Corporation with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent, and without being liable to account for any profit made thereby.

Section 6.07 Money Held In Trust

Money held in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Corporation.

Section 6.08 Compensation and Reimbursement

The Corporation agrees to pay the Trustee reasonable remuneration for its services hereunder (which compensation shall not be limited by any provision of law in respect to the compensation of a trustee of an express trust that is not a corporate trust) and will repay to the Trustee on demand all expenditures or advances whatever that the Trustee may reasonably make or incur in and about the execution of the trusts hereby created, and such money, along with any indemnification due to the Trustee pursuant to Section 6.03(g) which the Corporation has not paid as called for in Section 6.03(g), shall, to the extent not paid to the Trustee by the Corporation pursuant to this Section 6.08, be payable out of any funds coming into the possession of the Trustee in priority to any Securities, except funds held in trust for the benefit of the Holders of particular Securities, but in any case subject to Section 5.07. Such remuneration shall continue to be payable until the trusts hereof shall be finally wound up and whether or not the trusts hereof shall be in the course of administration by or under the direction of a court.

Anything in this Indenture to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Section 6.09 [Reserved]

Section 6.10 Corporate Trustee Required; Eligibility

There shall at all times be a Trustee hereunder for the Securities which shall be (i) a corporation, limited liability company, association or company organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers and subject to supervision or examination by United States federal or State authority, or (ii) a corporation, or other Person organized and doing business under the laws of any other government which is permitted to act as Trustee pursuant to any rule, regulation or order of the U.S. Securities and Exchange Commission, authorized under such laws to exercise corporate trust powers and subject to supervision or examination by an authority of such government, or a political subdivision thereof, substantially equivalent to the supervision or examination applicable to an institution described in clause (i) above, in each case under clauses (i) and (ii) having (together with its parent) a combined capital and surplus of at least US\$50,000,000 and its Corporate Trust Office in New York, New York, provided that there shall be such a corporation or other Person in such location willing to act upon customary and reasonable terms. If such corporation or other Person publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such corporation or other Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. Neither the Corporation nor any Person directly or indirectly controlling, controlled by or under common control with the Corporation shall serve as Trustee. For purposes of the preceding sentence, the term "control" shall mean the power to direct the management and policies of a Person directly or through one or more intermediaries, whether through the ownership of voting securities, by contract, or otherwise, and the terms "controlling" and "controlled" shall have meanings correlative to the foregoing. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect hereinafter specified in this Article.

Section 6.11 Resignation and Removal: Appointment of Successor

No resignation or removal of the Trustee and no appointment of a successor $(a)$ Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.12.

The Trustee may resign its trust and be discharged from all further duties and $(b)$ liabilities hereunder at any time with respect to the Securities by giving to the Corporation two months' notice in writing or such shorter notice as the Corporation may accept as sufficient. If the instrument of acceptance by a successor Trustee required by Section 6.12 shall not have been delivered to the Trustee within 60 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities.

The Trustee may be removed at any time by the Act of the Holders of a majority $(c)$ in aggregate principal amount of the Securities then Outstanding delivered to the Trustee and to the Corporation.

• If at any time: $(d)$
• [Reserved] $(i)$
• the Trustee shall cease to be eligible under Section 6.10 and shall fail to $(ii)$ resign after written request therefor by the Corporation or by any Holder; $\alpha$
• the Trustee shall be dissolved, shall become incapable of acting or shall $(iii)$ become or be adjudged bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;

then, in any such case (1) the Corporation by or pursuant to a Directors' Resolution may remove the Trustee with respect to the Securities, as appropriate, or (2) subject to Section 5.15, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of such Holder and all other Holders similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee or Trustees.

If the Trustee shall resign, be removed or become incapable of acting, or if a (e) vacancy shall occur in the office of the Trustee for any cause, the Corporation, by or pursuant to a Directors' Resolution, shall promptly appoint a successor Trustee or Trustees and shall comply with the applicable requirements of Section 6.12. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in aggregate principal amount of the Securities then Outstanding delivered to the Corporation and the retiring Trustee, the successor Trustee so appointed shall, if acceptable to the Corporation, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 6.12, become the successor Trustee and supersede the successor Trustee appointed by the Corporation. If no successor Trustee shall have been so appointed by the Corporation or the Holders and accepted appointment in the manner required by Section 6.12, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of such Holder and all other Holders similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee.

The Corporation shall give notice of each resignation and each removal of the $(f)$ Trustee and each appointment of a successor Trustee. If the Corporation shall fail to give such notice within 10 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be given at the expense of the Corporation. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

Section 6.12 Acceptance of Appointment by Successor

In case of the appointment hereunder of a successor Trustee, each successor $(a)$ Trustee so appointed shall execute, acknowledge and deliver to the Corporation and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Corporation or the successor Trustee, such retiring Trustee shall, upon payment of its charges then unpaid, execute, acknowledge and deliver an instrument transferring to such successor Trustee all such rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

In case of the appointment hereunder of a successor Trustee, the Corporation, the $(b)$ retiring Trustee and each successor Trustee shall execute, acknowledge and deliver an indenture supplemental hereto in which each successor Trustee shall accept such appointment and which shall (i) contain such provisions as shall be deemed necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee and (ii) add to or change any of the provisions of this Indenture to the extent necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture (except as specifically provided for therein) shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture, the resignation or removal of the retiring Trustee shall become effective to the extent provided therein, and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee, and upon payment of its outstanding fees and expenses, such retiring Trustee shall duly assign, transfer and deliver to each successor Trustee all property and money held by such retiring Trustee hereunder.

Upon request of any such successor Trustee, the Corporation shall execute any $\left( c \right)$ and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all rights, powers and trusts referred to in Section 6.12(a) or (b), as the case may be.

No successor Trustee shall accept its appointment unless at the time of such (d) acceptance such successor Trustee shall be qualified and eligible under this Article.

Section 6.13 Merger, Consolidation, Amalgamation or Succession to Trustee

Any corporation or other Person into which the Trustee may be merged or with which it may be consolidated or amalgamated, or any corporation or other Person resulting from any merger, consolidation or amalgamation to which the Trustee shall be a party, or any corporation or other Person succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation or other Person shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or instrument or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as though such successor Trustee had itself authenticated such Securities.

Section 6.14 Appointment of Authenticating Agent

The Trustee may appoint an Authenticating Agent or Agents with respect to the Securities which shall be authorized to act on behalf of, and subject to the direction of, the Trustee to authenticate the Securities, including Securities issued upon original issue, exchange. registration of transfer or partial redemption thereof or pursuant to Section 3.07; and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as though authenticated by the Trustee. Wherever reference is made in this Indenture to the authentication and delivery of the Securities by the Trustee or to the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by any Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by such Authenticating Agent. Each Authenticating Agent shall be acceptable to the Corporation and shall at all times be either (i) a corporation, limited liability company, association or company organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having (together with its parent) a combined capital and surplus of not less than US\$50,000,000 and subject to supervision or examination by federal or state authority or (ii) a corporation or other Person organized and doing business under the laws of Canada or any province thereof, authorized under such laws to act as Authenticating Agent, having (together with its parent) a combined capital and surplus of not less than US\$50,000,000 and subject to supervision or examination by governmental authority of its jurisdiction of incorporation and organization. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section.

Any corporation or other Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated or amalgamated, or any corporation or other Person resulting from any merger, conversion, consolidation or amalgamation to which such Authenticating Agent shall be a party, or any corporation or other Person succeeding to all or substantially all of the corporate agency or corporate trust business of any Authenticating Agent,

shall be the successor to such Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or such Authenticating Agent.

Any Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Corporation. The Trustee may at any time terminate the appointment of any Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Corporation. Upon receiving such notice of resignation or upon such termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Corporation and shall, at the expense of the Corporation, provide notice of such appointment to all Holders of the Securities in the manner provided in Section 6.11 with respect to the appointment of a successor Trustee. Any successor Authenticating Agent, upon acceptance of its appointment hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as though originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.

The Corporation agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services hereunder.

Section 6.15 Appointment of Co-Trustee or Separate Trustee.

Notwithstanding any other provisions hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the trust fund or property securing the same may at the time be located, the Corporation and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the trust fund, and to vest in such Person or Persons, in such capacity, such title to the trust fund, or any part thereof, and, subject to the other provisions of this Section 6.15, such powers, duties, obligations, rights and trusts as the Corporation and the Trustee may consider necessary or desirable. If the Corporation shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.10 hereunder and no notice to Holders of the Securities of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 6.11.

In the case of any appointment of a co-trustee or separate trustee pursuant to this Section 6.15, all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the trust fund or any portion thereof in any such jurisdiction) shall be exercised and performed by such separate trustee or co-trustee at the direction of the Trustee. $\mathbf{u}$ and $\mathbf{u}$

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Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article Six. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such instrument shall be filed with the Trustee.

Any separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. The Trustee shall not be responsible for any action or inaction of any such separate trustee or co-trustee. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

ARTICLE SEVEN CONSOLIDATION, MERGER, AMALGAMATION OR SUCCESSION

Section 7.01 Consolidation, Merger, Amalgamation or Succession to Business

The Corporation shall not consolidate with, amalgamate with or merge into any other corporation or convey or transfer its properties and assets substantially as an entirety to any Person, unless:

the corporation formed by such consolidation or amalgamation or into which the $(a)$ Corporation is merged or the Person which acquires by operation of law or by conveyance or transfer the properties and assets of the Corporation substantially as an entirety shall be a corporation and shall (except in any case where such assumption is deemed to have occurred by the sole operation of law or except where the Corporation is the surviving legal entity), expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and interest on all the Securities and the performance of every covenant of this Indenture on the part of the Corporation to be performed or observed, provided however that if such corporation or Person is not a corporation organized or existing under the laws of Canada or any province or territory thereof or of the United States, any state thereof or the District of Columbia and if, solely as a result of any such consolidation, amalgamation or merger or conveyance or transfer, any taxes, duties, assessments or other governmental charges of whatever nature are imposed or levied on or are withheld or deducted from the payments of principal or interest on the Securities by or on behalf of any government, such corporation or Person shall undertake in favor of the Trustee for the benefit of the Holders of Securities to pay such additional amounts as may be necessary in order that the net amount received by the Holders of Securities after any such imposition, levy, withholding or deduction shall equal the respective amounts of principal and interest which would have been receivable in respect of the Securities had such consolidation, amalgamation, merger, conveyance or transfer not occurred;

after giving effect to such transaction, no Event of Default, and no event which. $(b)$ after notice or lapse of time, or both, would become an Event of Default, shall have happened and be continuing; and

within thirty (30) days after the consummation of any such consolidation, merger $\left( c \right)$ or amalgamation in which the Corporation shall not be the surviving corporation or legal entity, the Corporation shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, at the Corporation's expense, each stating that such consolidation, merger, amalgamation, conveyance or transfer and such supplemental indenture, if any, comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

Section 7.02 Successor Corporation Substituted

Upon any consolidation or merger or amalgamation or any conveyance or transfer of the properties and assets of the Corporation substantially as an entirety in accordance with Section 7.01, the successor corporation formed by such consolidation or amalgamation or into which the Corporation is merged or to which such conveyance or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Corporation under this Indenture with the same effect as if such successor corporation had been named as the Corporation herein; provided, however, that no such conveyance or transfer shall have the effect of releasing the Person named as the "Corporation" in the first paragraph of this instrument or any successor corporation which shall theretofore have become such in the manner prescribed in this Article from its liability as obligor and maker on any of the Securities unless such conveyance or transfer is followed by the complete liquidation of the Corporation.

ARTICLE EIGHT SUPPLEMENTAL INDENTURES

Section 8.01 Supplemental Indentures Without Consent of Holders

Without the consent of the Holders, the Corporation, when authorized by a Directors' Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any one or more of the following purposes:

to evidence the succession of another Person, or successive successions of other $(a)$ Persons, to the Corporation and the assumption by any such successor of the covenants and obligations of the Corporation herein and in the Securities;

to add to the covenants of the Corporation for the benefit of the Holders or to $(b)$ surrender any right or power herein conferred upon the Corporation;

to add any additional Events of Default with respect to the Securities for the $(c)$ benefit of the Holders of Securities;

to secure the Securities pursuant to the requirements of Section 9.08 or otherwise; $(d)$

to evidence and provide for the acceptance of appointment hereunder by a $(e)$ successor Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.12; or

to cure any ambiguity, to correct or supplement any provision herein or in any $(f)$ supplemental indenture which may be defective or inconsistent with any other provision herein or in any supplemental indenture, or to make any other provisions as may be necessary or desirable, including the making of any modifications in the form of the Securities, provided that such action shall not adversely affect the interests of the Holders of the Securities in any material respect.

Section 8.02 Supplemental Indentures With Consent of Holders

With the consent of the Holders of a majority in aggregate principal amount of the Securities then Outstanding and affected by such supplemental indenture, by Act of such Holders delivered to the Corporation and the Trustee, the Corporation, when authorized by a Directors' Resolution, and the Trustee, at any time or from time to time, shall enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security adversely affected thereby:

change the Stated Maturity of the principal of, or any installment of principal of $(a)$ or interest on, such Security;

$(b)$ reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof;

change any Place of Payment where, or the coin or currency in which, such $(c)$ Security or any premium or interest thereon is payable;

$(d)$ impair the right to institute suit for the enforcement of any such payment on or $\epsilon$ after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date):

reduce the percentage in principal amount of the Outstanding Securities, the (e) consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain Events of Default hereunder and their consequences) provided for in this Indenture: or

modify any of the provisions of this Section, Section 5.14 or Section 9.10, except $\Omega$ to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby.

It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Section 8.03 Execution of Supplemental Indentures

In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, at the Corporation's expense, and (subject to Section 6.01) shall be fully protected in relying upon, an Officers' Certificate and an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise.

Section 8.04 Effect of Supplemental Indentures

Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of the Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

Section 8.05 Reference in Securities to Supplemental Indentures

The Securities authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Corporation shall so determine, new Securities so modified as to conform, in the opinion of the Trustee and the Corporation, to any such supplemental indenture may be prepared and executed by the Corporation and authenticated and delivered by the Trustee in exchange for Outstanding Securities.

ARTICLE NINE COVENANTS OF THE CORPORATION

Section 9.01 Payment of Principal, any Premium, and Interest

The Corporation hereby covenants and agrees that, subject to all the provisions of this Indenture, for the benefit of the Holders of the Securities, it will duly and punctually pay the principal of, or any premium and interest on, the Securities in accordance with the terms thereof and this Indenture.

Section 9.02 Certificates of Compliance

The Corporation shall deliver to the Trustee annually within 120 days (or such longer period as the Trustee in its discretion may consent to) after the end of each fiscal year, and at any other reasonable time if the Trustee so requires, an Officers' Certificate stating that the Corporation has complied with all covenants, conditions or other requirements contained in this

Indenture, non-compliance with which would, with the giving of notice or the lapse of time, or both, constitute an Event of Default hereunder or, if the Corporation has not complied with all such requirements, giving particulars as to each non-compliance.

Section 9.03 Maintenance of Office or Agency

The Corporation will maintain in each Place of Payment for the Securities an office or agency where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Corporation in respect of the Securities and this Indenture may be served. The Corporation will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Corporation shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Corporation hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

The Corporation may also from time to time designate one or more other offices or agencies where the Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Corporation of its obligation to maintain an office or agency in each Place of Payment for Securities for such purposes. The Corporation will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

Section 9.04 Money for Securities Payments to Be Held In Trust

If the Corporation shall at any time act as its own Paying Agent with respect to the Securities, it will, on or before each due date of the principal of or any premium or interest on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and any premium and interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its actions or failure so to act.

Whenever the Corporation shall have one or more Paying Agents for the Securities, it will, prior to each due date of the principal of or any premium or interest on any Securities, deposit with such Paying Agents a sum sufficient to pay such amount, and (unless such Paying Agent is the Trustee) the Corporation will promptly notify the Trustee of its action or failure so to act.

The Corporation will cause each Paying Agent for the Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will, during the continuance of any default by the Corporation (or any other obligor upon the Securities) in the making of any payment in respect of the Securities, upon the written request of the Trustee. forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities.

The Corporation may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Corporation Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Corporation or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Corporation or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.

Subject to applicable escheat laws, any money deposited with the Trustee or any Paying Agent, or then held by the Corporation, in trust for the payment of the principal of, or any premium or interest on, any Security and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Corporation on Corporation Request, or (if then held by the Corporation) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Corporation for payment of such principal, premium or interest on such Security and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Corporation as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Corporation cause to be published once, in The Wall Street Journal or similar publication in The City of New York or to be mailed to Holders, or both, notice that such money remains unclaimed and that, after a date specified therein, which shall be not less than 30 days from the date of such publication or mailing, any unclaimed balance of such money then remaining will be repaid to the Corporation.

The Corporation's obligation to pay the principal of (or premium, if any) and interest on the Securities will cease if the Securities are not presented for payment within a period of ten years and a claim for interest is not made within five years from the date on which such principal, premium, if any, or interest, as the case may be, becomes due and payable.

Section 9.05 Maintenance of Corporate Existence

Subject to Article Seven, the Corporation will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence.

Section 9.06 Additional Amounts

All payments made by the Corporation under or with respect to the Securities 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 (including penalties, interest and other liabilities related thereto) 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 the Securities and the Securities are not redeemed in accordance with Section 10.08, the Corporation will pay as additional interest such additional amounts ("Additional Amounts") as may be necessary so that the net amount received

by each Holder after such withholding or deduction (and after deducting any Canadian Taxes on such Additional Amounts) will not be less than the amount the Holder would have received if such Canadian Taxes had not been withheld or deducted. However, no Additional Amounts will be payable with respect to a payment made to a Holder or the beneficial owner of any Security (such Holder or beneficial owner, an "Excluded Holder"):

• $(i)$ with which the Corporation does not deal at arm's length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment;
• $(ii)$ which is subject to such Canadian Taxes by reason of the Holder or beneficial owner being a resident, domicile or national of, or engaged in business or maintaining a permanent establishment or other physical presence in or otherwise having some connection with Canada or any province or territory thereof otherwise than by the mere holding or ownership of Securities or the receipt of payments thereunder; or
• $(iii)$ which is subject to such Canadian Taxes by reason of the Holder's or beneficial owner's failure to comply with any certification, identification, information, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or a reduction in the rate of deduction or withholding of, such Canadian Taxes.

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 Holders of the Securities, within 30 days after the date the payment of any Canadian Taxes is due pursuant to applicable law, certified copies of tax receipts or other documents evidencing such payment by the Corporation.

The Corporation will indemnify and hold harmless each Holder (other than an Excluded Holder) and upon written request reimburse each such Holder for the amount of:

• $(i)$ any Canadian Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to the Securities;
• $(ii)$ 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 clause (i) or (ii) above, but excluding any such Canadian Taxes on such Holder's net income.

Wherever in this Indenture there is mentioned, in any context, the payment of principal (and premium, if any), interest or any other amount payable under or with respect to a Security, 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.

Section 9.07 Disposition as a Whole

Except as provided in Article Seven, the Corporation and its Subsidiaries, taken as a whole, will not (whether by a single transaction or a number of related or unrelated transactions and whether at the same time or over a period of time) sell, transfer, lease out, lend or otherwise dispose of the whole or substantially the whole of their undertaking or assets.

Section 9.08 Negative Pledge: Subsidiary Guarantees

Unless the benefit of the relevant Charge or Guarantee is at the same time extended equally and ratably to the Holders of the Securities regarding the obligations of the Corporation in respect of the Securities,

the Corporation will not, and will ensure that none of its Subsidiaries will, create $(a)$ or have outstanding any Charge on or over its respective assets (present or future) in respect of any Indebtedness for Borrowed Money of any Person, except for:

• any Charge existing at the time of acquisition on any asset acquired by it $(i)$ and not created in contemplation of that acquisition and any substitute Charge created on that asset in connection with the refinancing of the Indebtedness for Borrowed Money secured on that asset (but in any such case the principal amount secured by any such Charge may not be increased); or
• any Charge created on any asset acquired, developed or constructed by it $(ii)$ (and/or on any real or immovable property, and fixtures and fittings in respect thereof, which is substantially unimproved and on which such development or construction takes place or is located), being a Charge created for the sole purpose of financing or refinancing that acquisition or development or construction and provided that the principal moneys so secured shall not exceed the cost of that acquisition, development or construction provided also that such Charge is created contemporaneously with, or within a six month period from the date of such acquisition or completion of such development or construction or from the date of such refinancing thereof (provided the principal amount secured by any such Charge may not be increased); or
• any Charge subsisting over any asset of any Subsidiary prior to the date of $(iii)$ such Subsidiary becoming a Subsidiary and not created in contemplation of such Subsidiary becoming a Subsidiary and any substitute Charge created on that asset in connection with the refinancing of the Indebtedness for Borrowed Money secured on that asset (but in any such

case the principal amount secured by such Charge may not be increased); or

any Charge existing on January 31, 2004 and any substitute Charge $(iv)$ created in connection with the refinancing of the Indebtedness for Borrowed Money secured by such Charge (but in any such case the aggregate principal amount so secured shall not exceed US\$25,000,000 (or the equivalent in other currencies)); or

any Charge over the proceeds of disposal of real or immovable property $(v)$ which, prior to August 5, 1988, was owned by Canadair Inc., for the repayment of any Indebtedness for Borrowed Money incurred for the purpose of facilitating the relocation in Quebec of all or part of the business which, prior to August 5, 1988, was carried on by Canadair Inc.; or

$(vi)$ any Charge created on real or immovable property which, prior to August 5, 1988, was owned by Canadair Inc. as well as on approximately 400,000 square feet of contiguous real or immovable property acquired since August 5, 1988, for the repayment of any Indebtedness for Borrowed Money incurred for the purpose of facilitating the relocation in Quebec of all or part of the business which, prior to August 5, 1988, was carried on by Canadair Inc.; or

any Charge created in the ordinary course of business over stock-in-trade. $(vii)$ inventory, accounts receivable or deposit accounts; or

• any Charge (other than a floating charge over assets except as permitted in $(viii)$ (vii) above) arising by reason solely of the consolidation, amalgamation or merger of the Corporation with any other corporation permitted as herein mentioned or of one or more of its Subsidiaries with any other corporation, and in any such case arising automatically by operation of mandatory statutory provisions of law or (in the case of the consolidation, amalgamation or merger of the Corporation with any of its Subsidiaries, present or future) arising by virtue of the provisions of any Charge outstanding immediately prior to such consolidation, amalgamation or merger, not being, in any such case, a Charge created, or provisions in relation thereto entered into, in contemplation of such consolidation, amalgamation or merger (but the principal amount secured by such security may not be increased); or
• any Charge by a Subsidiary granted to the Corporation or to any other $(ix)$ Subsidiary of the Corporation; and

the Corporation will ensure that none of its Subsidiaries gives any Guarantees $(b)$ with respect to any Indebtedness for Borrowed Money of the Corporation.

Section 9.09 Corporation to Furnish Information

The Corporation will furnish, upon request, to any Holder, any owner of a beneficial interest in any Security or any prospective purchaser designated by a Holder or owner, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act if (i) any Securities are Outstanding and are "restricted securities" as defined in Rule 144(a)(3) under the Securities Act and (ii) the Corporation is neither subject to Section 13 or 15(d) of the Exchange Act nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder.

Section 9.10 Waiver of Certain Covenants

The Corporation may omit in any particular instance to comply with any term, provision or condition set forth in Sections 9.05 and 9.07 through 9.08, inclusive, with respect to the Securities if before the time for such compliance the Holders of at least a majority in aggregate principal amount of the Outstanding Securities, by Act of such Holders, either shall waive such compliance in such instance or generally shall have waived compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Corporation and the duties of the Trustee in respect of any such term. provision or condition shall remain in full force and effect.

ARTICLE TEN REDEMPTION OF SECURITIES

Section 10.01 Applicability of Article

The Securities shall be redeemable in accordance with their terms and in accordance with this Article.

Section 10.02 Election to Redeem; Notice to Trustee

The election of the Corporation to redeem any Securities shall be evidenced by or pursuant to a Directors' Resolution. In case of any redemption at the election of the Corporation of less than all the Securities, the Corporation shall, at least 60 days prior to the Redemption Date fixed by the Corporation (unless a shorter notice shall be acceptable to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of the Securities to be redeemed. Such notice shall be irrevocable. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Corporation shall furnish the Trustee with an Officers' Certificate evidencing compliance with such restriction.

Section 10.03 Selection by Trustee of Securities to be Redeemed

If less than all the Securities are to be redeemed, the particular Securities to be redeemed shall be selected, not more than 60 days prior to the Redemption Date, by the Trustee from among the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to the minimum authorized denomination for the Securities or any integral multiple thereof) of the principal amount of the Securities of a denomination larger than the minimum authorized denomination for the Securities.

The Trustee shall promptly notify the Corporation in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed.

For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed.

Section 10.04 Notice of Redemption

Notice of redemption to the Holders of Securities to be redeemed shall be given by mailing notice of such redemption by first class mail, postage prepaid, at least 30 days and not more than 60 days prior to the Redemption Date, to such Holders at their addresses as they shall appear on the Security Register. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. Failure to give notice by mail, or any defect in the notice to the Holder of any Security designated for redemption in whole or in part, shall not affect the validity of the proceedings for the redemption of any other Security.

All notices of redemption shall state:

$(a)$ the Redemption Date;

$(b)$ the Redemption Price;

the CUSIP, ISIN or similar number of the Securities to be redeemed; $(c)$

if less than all of the Outstanding Securities are to be redeemed, the identification $(d)$ (and, in the case of partial redemption, the portions of the principal amounts) of the particular Securities to be redeemed;

that on the Redemption Date the Redemption Price will become due and payable $(e)$ upon each such Security to be redeemed and that interest thereon will cease to accrue on and after such date; and

the place or places where such Securities are to be surrendered for payment of the $(f)$ Redemption Price.

Each notice of redemption of Securities to be redeemed at the election of the Corporation shall be given by the Corporation or, at the Corporation's request, by the Trustee in the name and at the expense of the Corporation.

Section 10.05 Deposit of Redemption Price

On or prior to any Redemption Date, the Corporation shall deposit with the Trustee or with a Paying Agent (or, if the Corporation shall be acting as its own Paying Agent, segregate and hold in trust as provided in Section 9.04) an amount of money sufficient to pay the

Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which are to be redeemed on the Redemption Date.

Section 10.06 Securities Payable on Redemption Date

Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Corporation shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with such notice, such Security shall be paid by the Corporation at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that installments of interest whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, registered as such, or the Persons in whose names the entitlements to such interest are registered, at the close of business on the relevant Regular or Special Record Dates according to their terms and the provisions of Section 3.08.

If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption Date at the same rate specified in such Security as the rate of interest.

Section 10.07 Securities Redeemed In Part

Any Security which is to be redeemed only in part shall be surrendered at an office or agency of the Corporation at a Place of Payment therefor (with, if the Corporation or the Trustee shall so require, due endorsement by, or a written instrument of transfer in form satisfactory to the Corporation and the Trustee duly executed by, the Holder thereof or other appropriate Person), and the Corporation shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security, without service charge, a new Security or Securities of the same series and of like tenor, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.

Section 10.08 Redemption at the Option of the Corporation for Taxation Reasons

The Securities will be subject to redemption in whole, but not in part, at the option of the Corporation, at any time, on not less than 30 nor more than 60 days prior written notice, at a redemption price equal to 100% of the principal amount thereof, together with accrued interest thereon to the redemption date, in the event there is more than an insubstantial risk that the Corporation has become or would become obligated to pay, on the next date on which any amount would be payable with respect to any such Securities, any Additional Amounts as a result of an amendment to or change in the laws (including any regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any amendment to or change in any official position regarding the application or interpretation of such laws or regulations, which change is announced or becomes effective on or after the date of the applicable offering memorandum by which such Securities are offered and sold. No redemption shall be made pursuant to this paragraph unless (i) the Corporation shall have

received an Opinion of Counsel that there is more than an insubstantial risk that Additional Amounts will be payable on the next payment date in respect of such Securities and (ii) the Corporation shall have delivered to the Trustee an Officers' Certificate stating that the Corporation is entitled to redeem such Securities pursuant to the terms of such Securities.

ARTICLE ELEVEN

DEFEASANCE AND COVENANT DEFEASANCE

Section 11.01 Corporation's Option to Effect Defeasance or Covenant Defeasance

The Corporation may at any time, at its option, by Directors' Resolution elect to have either Section 11.02 or Section 11.03 applied to the outstanding Securities upon compliance with the applicable conditions set forth in this Article Eleven.

Section 11.02 Defeasance and Discharge

Upon the Corporation's exercise of the option provided in Section 11.01 to defease the Securities, the Corporation shall be discharged from its obligations with respect to the Securities on the date that the applicable conditions set forth in Section 11.04 shall be satisfied. The term "defeasance" means that the Corporation shall be deemed to have paid and discharged the entire indebtedness represented by the Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities shall be concerned; and the Trustee, at the expense of the Corporation, shall execute proper instruments acknowledging the same; provided, however, that the following rights, obligations, powers, trusts, duties and immunities shall survive until otherwise terminated or discharged hereunder: (i) the rights of the Holders of the Securities to receive, solely from the trust fund provided for in Section 11.04, payments in respect of the principal of (and premium, if any) and interest on such Securities when and as such payments shall become due, (ii) the Corporation's obligations with respect to such Securities under Sections 3.04, 3.05, 3.07 and 9.03, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder, (iv) the rights and obligations under this Article Eleven and (v) the rights and obligations described in the second paragraph of Section 4.01. Subject to compliance with this Article Eleven, the Corporation may exercise its option with respect to defeasance under this Section 11.02 notwithstanding the prior exercise of its option with respect to covenant defeasance under Section 11.03 with respect to the Securities.

Section 11.03 Covenant Defeasance

Upon the Corporation's exercise of the option provided in Section 11.01 to obtain a covenant defeasance with respect to the Securities, the Corporation shall be released from its obligations under Sections 9.05, 9.07 and 9.08 with respect to the Securities on and after the date that the applicable conditions set forth in Section 11.04 shall be satisfied. The term "covenant defeasance" means that, with respect to the Securities, the Corporation may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in Sections 9.05, 9.07 and 9.08, whether directly or indirectly by reason of any reference elsewhere herein to such Section or Article or by reason of any reference in such Section or Article to any other provision herein or in any other document, and such omission to comply shall not constitute an

Event of Default under Section 5.01 with respect to the Securities; but the remaining provisions of this Indenture and the other terms of the Securities shall be unaffected thereby.

Section 11.04 Conditions to Defeasance or Covenant Defeasance

The following shall be the conditions to defeasance under Section 11.02 and covenant defeasance under Section 11.03 with respect to the Securities:

The Corporation shall have irrevocably deposited or caused to be deposited with $(a)$ the Trustee as a trust fund in trust for the purpose of making the payments described below, and dedicated solely to, the benefit of the Holders of the Securities: (i) the Required Currency in an amount, or (ii) Government Obligations which, through scheduled payments of principal and interest in respect thereof in accordance with their terms, will assure, not later than one day before the due date of any payment, cash in an amount, or (iii) a combination thereof, sufficient. in the opinion of a nationally recognized firm of independent chartered accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee to pay and discharge the principal of (and premium, if any, on) and each installment of principal of (and premium, if any) and interest on the Securities on the Stated Maturity of such principal or installment of principal or interest. Before such a deposit, the Corporation may give to the Trustee, in accordance with Section 10.02 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of such Securities and Article Ten hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.

No Event of Default or event which, with notice or lapse of time or both, would (b) become an Event of Default with respect to the Securities shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.01(e) and (f) are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).

Such defeasance or covenant defeasance shall not result in a breach or violation $(c)$ of, or constitute a default under, this Indenture or any other agreement or instrument to which the Corporation is a party or by which it is bound.

Such defeasance or covenant defeasance shall not cause any Securities then listed $(d)$ on any national securities exchange registered under the Securities Exchange Act to be delisted.

In the case of a defeasance, the Corporation shall have delivered to the Trustee an (e) Opinion of Counsel (who may be counsel for the Corporation and which will be at the expense of the Corporation) stating that (A) if the deposit referred to in paragraph (a) above shall include Government Obligations in respect of any government other than the United States of America, such deposit shall not result in the Corporation, the Trustee or such trust constituting an "investment company" under the U.S. Investment Company Act of 1940, as amended, and (B) (i) the Corporation has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture, there has been a change in the applicable United States federal income tax laws or regulations in either case to the effect that, and based

thereon such opinion shall confirm that, the Holders of the Securities will not recognize income. gain or loss for United States federal income tax purposes as a result of such defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.

$f(x)$ In the case of a covenant defeasance, the Corporation shall have delivered to the Trustee an Opinion of Counsel (who may be counsel for the Corporation and which will be at the expense of the Corporation) to the effect that $(A)$ if the deposit referred to in paragraph $(a)$ above shall include Government Obligations in respect of any government other than the United States of America, such deposit shall not result in the Corporation, the Trustee or such trust constituting an "investment company" under the U.S. Investment Company Act of 1940, as amended and (B) the Holders of Securities then Outstanding will not recognize income, gain or loss for United States federal income tax purposes as a result of such covenant defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.

The Corporation shall have delivered to the Trustee an Opinion of Counsel in (g) Canada (who may be counsel for the Corporation and which will be at the expense of the Corporation) or a ruling from the Canada Customs and Revenue Agency to the effect that the Holders of the Securities then Outstanding will not recognize income, gain or loss for Canadian federal or provincial income or other Canadian tax purposes as a result of such defeasance or covenant defeasance and will be subject to Canadian federal or provincial income and other Canadian tax on the same amounts, in the same manner and at the same times as would have. been the case had such defeasance or covenant defeasance, as the case may be, not occurred (and for the purposes of such opinion, such Canadian counsel shall assume that Holders of such Securities then Outstanding include Holders who are not resident in Canada).

The Corporation shall have delivered to the Trustee an Officers' Certificate and (h) an Opinion of Counsel, at the Corporation's expense, each stating that all conditions precedent provided for in this Section 11.04 relating to either the defeasance under Section 11.02 or the covenant defeasance under Section 11.03, as the case may be, have been satisfied.

Section 11.05 Deposited Money and Government Obligations to be Held In Trust; Other Miscellaneous Provisions

Subject to the provisions of the last paragraph of Section 9.04, all money and Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (collectively, for the purposes of this Section 11.05, the "Trustee")) pursuant to Section 11.04 in respect of the Securities then Outstanding shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law.

The Corporation shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Government Obligations deposited pursuant to Section 11.04 or the principal and interest received in respect thereof, other than any such tax, fee or other charge which by law is for the account of the Holders of the Securities for whose benefit such Government Obligations are held.

Anything in this Article Eleven to the contrary notwithstanding, the Trustee shall deliver or pay to the Corporation from time to time, upon Corporation Request, any money or Government Obligations held by it as provided in Section 11.04 which, in the opinion of a nationally recognized firm of independent chartered accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited for the purpose for which such money or Government Obligations were deposited.

Section 11.06 Reinstatement

If the Trustee or any Paying Agent is unable to apply any money in accordance with Section 11.05 by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Corporation's obligations under this Indenture and such Securities shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.04 until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 11.05; provided, however, that if the Corporation makes any payment of principal of or interest on any such Security following the reinstatement of its obligations, the Corporation shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE TWELVE MEETINGS OF HOLDERS

Section 12.01 Purposes for which Meetings May be Called

A meeting of the Holders of the Securities may be called at any time and from time to time pursuant to the provisions of this Article for one or more of the following purposes:

to give any notice to the Corporation or to the Trustee, to give any directions to $(a)$ the Trustee, to consent to the waiving of any Event of Default hereunder and its consequences or to take any other action authorized to be taken by the Holders of the Securities pursuant to any of the provisions of Article Five;

(b) to remove the Trustee and appoint a successor Trustee with respect to the Securities pursuant to the provisions of Article Six;

$(c)$ to consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 8.02; or

$(d)$ to take any other action required or permitted to be taken by or on behalf of the Holders of any specified percentage of the aggregate principal amount of the Securities under any other provision of this Indenture or under applicable law.

Section 12.02 Convening of Meetings

The Trustee or the Corporation may at any time and from time to time, and the Trustee shall on request in writing made by the Corporation or by the Holders of at least a majority in aggregate principal amount of the Securities then Outstanding, convene a meeting of the Holders of the Securities to take any action specified in Section 12.01. In the event of the Trustee failing to convene a meeting within 21 days after the receipt of a request made as aforesaid, the Corporation or the Holders of at least a majority in aggregate principal amount of the Securities. as the case may be, may convene such meeting. Every such meeting shall be held at the City of Montreal, Quebec, Canada or at such other place as the Trustee may approve.

Section 12.03 Notice

Notice of every such meeting, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given by the Trustee or. in the event of the Trustee failing to convene a meeting specified in Section 12.02, by the Corporation or such Holders, not less than 21 and not more than 120 days prior to the date fixed for such meeting by mailing such notice to such Holders at their addresses as they shall appear on the Security Register. A copy of the notice shall be sent by prepaid registered mail to the Trustee unless the meeting has been called by it and to the Corporation unless the meeting has been called by it. A Holder of Securities may waive notice of a meeting either before or after the meeting.

Section 12.04 Persons Entitled to Vote, to be Present and to Speak at Meetings

To be entitled to vote at any meeting of the Holders of the Securities, a Person shall be (i) a Holder of one or more Securities or (ii) a Person appointed by an instrument in writing as proxy for a Holder of one or more Securities. The only Persons who shall be entitled to be present or to speak at any such meeting shall be the Persons entitled to vote at such meeting and their Counsel, any representatives of the Trustee and its Counsel and any representatives of the Corporation and its Counsel.

Section 12.05 Determination of Voting Rights; Conduct and Adjournment of Meetings

Notwithstanding any other provision of this Indenture, the Corporation, with the $(a)$ approval of the Trustee, in case it convenes the meeting or the Trustee in any other case may make such reasonable regulations as it may deem advisable for any meeting of the Holders of the Securities in regard to (i) the proof of the holding of the Securities. (ii) the appointment of proxies, (iii) the appointment and duties of inspectors of votes, (iv) the submission and examination of proxies and other evidence of the right to vote and (v) such other matters concerning the conduct of such meeting as it shall deem necessary or appropriate. Except as otherwise permitted or required by any such regulation, the holding of the Securities and the appointment of any proxy shall be proved in the manner specified in Section 1.04.

The Trustee shall, by an instrument in writing, appoint a chairman and secretary $(b)$ of such meeting, unless the meeting shall have been convened by the Corporation or by Holders as provided in Section 12.02, in which case the Corporation or such Holders, as the case may be, shall in like manner appoint a chairman and secretary.

At any such meeting, each Holder of the Securities or the proxy therefor shall be $(c)$ entitled to one vote for each US\$1,000 principal amount of the Securities held or represented by such Holder or proxy; provided, however, that no vote shall be cast or counted at any such meeting in respect of any Security challenged as not Outstanding and ruled by the permanent chairman of such meeting to be not Outstanding. No chairman of such meeting shall have any right to vote thereat, except as a Holder of the Securities or as a proxy therefor.

$(d)$ At any such meeting duly called pursuant to the provisions of Section 12.02, the presence of Persons holding or representing Securities in an aggregate principal amount sufficient to take action on the business for the transaction of which such meeting was called shall constitute a quorum; but if less than a quorum shall be present, such meeting may be adjourned from time to time by the Holders of a majority in aggregate principal amount of the Securities represented and entitled to vote at such meeting, and any such adjourned meeting may be held without further notice.

Section 12.06 Manner of Voting; Recording of Action

The vote upon any resolution submitted to any meeting of the Holders of the Securities shall be by written ballots on which shall be subscribed the signatures of such Holders or their duly authorized proxies and the principal amount or amounts of the Securities represented thereby. The permanent chairman of such meeting shall appoint two inspectors of votes, who shall count all votes cast at such meeting for or against any resolution and shall make and file with the permanent secretary of such meeting their verified written report, in duplicate, of all votes cast at such meeting. A record, in duplicate, of the proceedings of such meeting shall be prepared by the permanent secretary of such meeting, and there shall be attached to such record (i) such report of the inspectors of votes and (ii) affidavits by one or more persons, having knowledge of the facts, setting forth a copy of the notice of such meeting and showing that such notice was given as provided in Section 12.02. Such record shall be signed and verified by the affidavits of the permanent chairman and the permanent secretary of such meeting. One of such duplicate records shall be delivered to the Corporation and the other shall be delivered to the Trustee, to be preserved by the Trustee, the latter having attached thereto the ballots voted at such meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated.

Section 12.07 Instrument in lieu of Resolution

Notwithstanding the foregoing provisions of this Indenture, any resolution or instrument signed in one or more counterparts by or on behalf of the Holders of the specified percentage of the aggregate principal amount of the Securities shall have the same force and effect as a resolution passed by the Holders of such specified percentage at a meeting of the Holders of Securities.

Section 12.08 Evidence of Instruments of Holders

Any request, direction, notice, consent or other instrument which this Indenture may require or permit to be signed or executed by the Holders of Securities may be in any number of concurrent instruments of similar tenor signed or executed by such Holders.

The Trustee may, in its discretion, require proof of execution in cases where it deems proof desirable and may accept such proof as it shall consider proper.

Section 12.09 Binding Effect of Resolutions

Every resolution passed by the Holders of the specified percentage at a meeting of the Holders of Securities held in accordance with the provisions herein contained shall be binding upon all the Holders of Securities, whether present at or absent from such meeting, and every instrument in writing signed by Holders of the specified percentage of Securities in accordance with Section 12.07 shall be binding upon all the Holders of Securities, whether signatories thereto or not, and each and every Holder of Securities and the Trustee (subject to the provisions for its indemnity herein contained) shall be bound to give effect thereto accordingly.

Section 12.10 No Delay of Rights

Nothing contained in this Article shall be deemed or construed to authorize or permit, by reason of any call of a meeting of the Holders of the Securities, or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or to the Holders of the Securities under any of the provisions of this Indenture or of the Securities.

IN WITNESS WHEREOF the parties hereto have caused this Indenture to be duly executed as of the day and year first above written.

BOMBARDIER INC.

• By: (signed) Daniel Desjardins Name: Daniel Desjardins Title: Senior Vice President and General Counsel
• By: (signed) François Lemarchand Name: François Lemarchand Title: Senior Vice President and Treasurer

JPMORGAN CHASE BANK

By: (signed) James D. Heaney Name: James D. Heaney Title: Vice President

FORM OF SECURITY

[INSERT PRIVATE PLACEMENT LEGEND OR REGULATION S LEGEND, IF APPLICABLE]

[This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a nominee of The Depository Trust Company. Unless and until it is exchanged in whole or in part for Securities in definitive form, this Security may not be transferred except as a whole by the Depository (as defined below) to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository.]

[Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) to the Corporation (as defined below) or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.]

Each Holder and owner of this Security acknowledges that (a) it is not itself, and is not acquiring this Security or an interest herein with "plan assets" of, an employee benefit or other plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code") or any other federal, state or local law ("Similar Law") substantially similar to Title I of ERISA or Section 4975 of the Code (each, a "Plan"), and is not any entity whose underlying assets include "plan assets" by reason of any Plan's investment in the entity and is not purchasing this Security or an interest herein on behalf of any Plan or (b) its purchase and holding of this Security or an interest herein does not give rise to a non-exempt prohibited transaction under ERISA or Section 4975 of the Code or such Similar Law.

BOMBARDIER INC.

7.45% NOTES DUE 2034

	U.S. \$[	]
No. [ ]	CUSIP: [	]

BOMBARDIER INC., a corporation continued under the Canada Business Corporations Act (together with its permitted successors and assigns, the "Corporation"), for value received, hereby promises to pay to [ ], or registered assigns, the aggregate unpaid principal amount shown on the schedule affixed hereto and made part hereof (or on a continuation thereof which shall be affixed hereto and made a part hereof) as endorsed by the Security Registrar pursuant to the Indenture, which amount is initially [ ] United States Dollars (U.S. \$[ ]), on May 1, 2034 (the "Stated Maturity" therefor) and to pay interest thereon at a rate of 7.45% per annum from April 21, 2004 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on May 1 and November 1 in each year (each such date an "Interest Payment Date") commencing November 1, 2004, until the principal hereof is paid or duly made available for payment.

The interest so payable on any Interest Payment Date shall, subject to certain exceptions, be paid to the Person in whose name this Security is registered at the close of business on the Regular Record Date for such interest, which shall be the April 15 or October 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security is registered at the close of business on a Special Record Date to be fixed by the Trustee for the payment of such Defaulted Interest, notice whereof shall be given to the Holder not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities (as defined below) may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

Payment of the principal of, and premium, if any, and interest due on the Securities represented by this Security shall be made by wire transfer in immediately available funds to Cede & Co., or such nominee as may be requested by an authorized representative of the Depository so long as the Securities are issued in the form of Global Securities and are registered in the name of Cede & Co. or such other nominee of the Depository, failing which payment of such amounts will be made at the Corporate Trust Office (as defined below) and as otherwise provided in the Indenture. Payment of the principal of, and premium, if any, and interest under this Security will be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

This Security is one of a series of securities designated as the 7.45% Notes due 2034 of the Corporation (the "Securities"), limited in aggregate principal amount to US\$250,000,000 (provided that the Corporation may, from time to time, without notice to or the consent of the Holders, "reopen" the series of Securities, by increasing the aggregate principal amount of the series in accordance with the Indenture), issued or to be issued under and pursuant to an indenture made as of April 21, 2004 (the "Indenture"), between the Corporation and JPMorgan Chase Bank, as trustee (the "Trustee"), to which reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities of the Corporation, the Trustee and Holders of the Securities and the terms upon which the Securities are, and are to be, authenticated and delivered. The "Corporate Trust Office" means the office of the Trustee at which its corporate trust business, at any particular time, shall be principally administered, which office at the date of the Indenture was located at 4 New York Plaza, 15th Floor, New York, New York, 10004.

The Securities shall be redeemable in whole or in part at the option of the Corporation, at any time prior to Stated Maturity, at a redemption price equal to the greater of (i) 100% of their principal amount and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis at the Treasury Yield plus 45 basis points, in each case together with accrued interest to the date of redemption.

"Comparable Treasury Issue" means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Securities to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Securities.

"Comparable Treasury Price" means (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations, or (C) if the Trustee obtains only one such Reference Treasury Dealer Quotation, such quotation.

"Independent Investment Banker" means one of the Reference Treasury Dealers selected by the Trustee after consultation with the Corporation or, if such firm is unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing in the United States appointed by the Trustee after consultation with the Corporation.

"Reference Treasury Dealer" means (i) each of J.P. Morgan Securities Inc., BNP Paribas Securities Corp. and Deutsche Bank Securities Inc. or their affiliates which are primary U.S. government securities dealers, and their respective successors; provided, however, that if any of the foregoing or their affiliates ceases to be a primary U.S. government securities dealer in The City of New York (a "Primary Treasury Dealer"), the Corporation will substitute therefor another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer(s) selected by the Trustee after consultation with the Corporation.

"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third business day preceding such redemption date.

"Treasury Yield" means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated yield (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date.

The Securities will also be subject to redemption in whole, but not in part, at the option of the Corporation, at any time prior to Stated Maturity, at a redemption price equal to 100% of their principal amount plus accrued interest to the date of redemption, in the event there is more than an insubstantial risk that the Corporation has become or would become obligated to pay any Additional Amounts as a result of certain changes in laws affecting Canadian withholding taxes, upon the terms and conditions set forth in the Indenture.

The Securities shall not be subject to any sinking fund, but are subject to defeasance and/or covenant defeasance at the option of the Corporation upon compliance with certain conditions set forth in the Indenture.

The Trustee has been appointed Security Registrar for the Securities, and the Trustee will maintain at the Corporate Trust Office a register for the registration and transfer of Securities. Subject to the limitations, terms and conditions set forth herein and in the Indenture, this Security may be transferred at the aforesaid office of the Trustee by surrendering this Security for cancellation, and thereupon the Trustee shall issue in the name of the transferee or transferees, in exchange herefor, one or more new Securities of like tenor and terms in authorized denominations for a like aggregate principal amount. Upon the occurrence of certain events specified in Section 3.05 of the Indenture, this Security is exchangeable at the said office of the Trustee for definitive registered Securities without coupons in authorized denominations in an equal aggregate principal amount and having like tenor and terms as the surrendered Security. Each Security surrendered for transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Corporation and the Trustee and duly executed by, the registered Holder or other appropriate person. The Corporation may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such transfer or exchange; but no service charge shall be made for any such transfer or exchange.

The Securities of this series may be issued in the form of one or more Global Securities to The Depository Trust Company as depository for the Global Securities of this series (the "Depository") or its nominee and registered in the name of the Depository or such nominee. If the face of this Security contains a legend indicating that this Security is a Global Security so registered, the transfer and exchange hereof is subject to the additional limitations set forth in such legend, and the Indenture provides that unless and until a Global Security is exchanged in whole or in part for Securities in definitive form, a Global Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository.

In case an Event of Default with respect to the Securities shall have occurred and be continuing, the principal hereof may be declared due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Corporation and the rights of the Holders of the Securities to be affected under the Indenture at any time by the Corporation and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Securities then Outstanding, on behalf of the Holders of all Securities, to waive compliance by the Corporation with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.

No provision of this Security or of the Indenture shall alter or impair the obligation of the Corporation, which is absolute and unconditional, to pay the principal of and interest on the Securities represented by this Security at the time, place, and rate, and in the coin and currency, herein or therein prescribed.

The Corporation, the Trustee and any agent of the Corporation or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not payment in respect of this Security be overdue, and none of the Corporation, the Trustee or any such agent shall be affected by notice to the contrary.

This Security shall be governed by and construed in accordance with the laws of the State of New York, without regard to any principles of conflict of laws that might apply the laws of any other jurisdiction.

All terms used in this Security that are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture.

Unless the certificate of authentication hereon has been executed by the Trustee by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF the Corporation has caused this Security to be duly executed.

DATE OF ISSUE: April 21, 2004 BOMBARDIER INC.

By:
	Name: Title:

By:

Name: Title:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This Security is one of the Securities of the series referred to in the within-mentioned Indenture.

JPMorgan Chase Bank, not in its individual capacity, but solely as Trustee

By:

Authorized Officer

Date of Authentication:

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

[PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF TRANSFEREE]

[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF TRANSFEREE]

the within Security, and all rights thereunder, hereby irrevocably constituting and appointing

______________________________________________________________________________ attorney to transfer such security on the books of the Corporation, with full power of substitution in the premises.

Dated:

Signature of Transferor:

Signature of Transferor is Guaranteed by:

NOTICE: The signature to this assignment and transfer must correspond with the name as written upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever.

[THE FOLLOWING PROVISION TO BE INCLUDED ON ALL RESTRICTED SECURITIES IN CERTIFICATED FORM ONLY.]

In connection with any transfer of this Security occurring prior to the date which is two years after the later of the original issuance of this Security or the last date on which this Security was held by the Corporation or an Affiliate of the Corporation, the undersigned confirms that without utilizing any general solicitation or general advertising that:

[Check one]

[ ] (a) this Security is being transferred in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Rule 144A thereunder;

or

[ ] (b) this Security is being transferred other than in accordance with (a) above and documents are being furnished which comply with the conditions of transfer set forth in this Security and the Indenture.

If neither of the foregoing boxes is checked, the Trustee or other Registrar shall not be obligated to register this Security in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer or registration set forth herein and in Section 3.06 of the Indenture shall have been satisfied.

Date:_____________ ________________________

SCHEDULE TO GLOBAL NOTE

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		is io R tra t eg n	d In cr ea se	f A t o m ou n
		be f N um r o	( d ) D ec re as e	in ip l Pr c a
		i f ic d C t te er a	fe U Tr p on an s r	d In cr ea se
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D te a	R i d ep a	C le d ce an	C i f ic d N t te te er a o	he G lo ba l N t te o s	A t m ou n

FORM OF TRANSFER/EXCHANGE CERTIFICATE FOR TRANSFER/EXCHANGE FROM RULE 144A GLOBAL SECURITY TO REGULATION S GLOBAL SECURITY (Transfers and exchanges prior to expiration of the Restricted Period pursuant to § 3.06(a)(ii) of the Indenture)

JPMorgan Chase Bank 4 New York Plaza 15th Floor New York, New York 10004

Re: 7.45% Notes due 2034 of Bombardier Inc. (the "Securities")

Reference is hereby made to the Indenture, dated as of April 21, 2004 (the "Indenture"), between Bombardier Inc. (the "Corporation") and JPMorgan Chase Bank, as trustee (the "Trustee"). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

This letter relates to US\$___________ principal amount of Securities which are evidenced by one or more Rule 144A Global Securities (CUSIP [ISIN] No. ________) and held with the Depository in the name of [insert name of transferor/exchanger] (the "Transferor"). The Transferor has requested a transfer or exchange of such beneficial interest in the Securities to a person who will take delivery thereof in the form of an equal principal amount of Securities evidenced by one or more Regulation S Global Securities (CUSIP [ISIN] No. ________) which amount, immediately after such transfer, is to be held with the Depository through Euroclear or Clearstream or both (Common Code): [ ].

In connection with such request and in respect of such Securities, the Transferor does hereby certify that such transfer or exchange has been effected pursuant to and in accordance with Rule 903 or Rule 904 (as applicable) under the Securities Act of 1933, as amended (the "Securities Act"), and accordingly the Transferor does hereby further certify that:

• (1) the offer of the Securities was not made to a person in the United States;
• (2) either:

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

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

(3) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;

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

(5) upon completion of the transaction, the beneficial interest being transferred as described above is to be held with the Depository through Euroclear or Clearstream or both.

This certificate and the statements contained herein are made for your benefit and the benefit of the Corporation and the underwriters or initial purchasers, if any, of the initial offering of such Securities being transferred or exchanged. Terms used in this certificate and not otherwise defined in the Indenture have the meanings set forth in Regulation S under the Securities Act.

[Insert Name of Transferor]

By:

Name: Title:

Dated:

cc: Bombardier Inc.

FORM OF TRANSFER/EXCHANGE CERTIFICATE FOR TRANSFER/EXCHANGE FROM RULE 144A GLOBAL SECURITY TO REGULATION S GLOBAL SECURITY (Transfers and exchanges following expiration of the Restricted Period pursuant to § 3.06(a)(iii) of the Indenture)

JPMorgan Chase Bank 4 New York Plaza 15th Floor New York, New York 10004

Re: 7.45% Notes due 2034 of Bombardier Inc. (the "Securities")

Reference is hereby made to the Indenture, dated as of April 21, 2004 (the "Indenture"), between Bombardier Inc. (the "Corporation") and JPMorgan Chase Bank, as trustee (the "Trustee"). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

This letter relates to US\$ ___________ principal amount of Securities which are evidenced by one or more Rule 144A Global Securities (CUSIP [ISIN] No. ______) and held with the Depository in the name of [insert name of transferor/exchanger] (the "Transferor"). The Transferor has requested a transfer or exchange of such beneficial interest in the Securities to a Person that will take delivery thereof in the form of an equal principal amount of Securities evidenced by one or more Regulation S Global Securities (CUSIP [ISIN] No. ________).

In connection with such request and in respect of such Securities, the Transferor does hereby certify that such transfer or exchange has been effected pursuant to and in accordance with either (i) Rule 903 or Rule 904 (as applicable) under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) Rule 144 under the Securities Act, and accordingly the Transferor does hereby further certify that:

• (1) if the transfer or exchange has been effected pursuant to Rule 903 or Rule 904:
• (A) the offer of the Securities was not made to a person in the United States;
• (B) either:

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

(ii) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;

(C) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and

(D) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; or

(2) if the transfer has been effected pursuant to Rule 144:

(A) the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Securities were last acquired from the Company or an affiliate of the Company, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or

(B) the transfer is occurring after a holding period of at least two years has elapsed since the Securities were last acquired from the Company or from an affiliate of the Company, whichever is later, and the Transferor is not, and during the preceding three months has not been, an affiliate of the Company.

This certificate and the statements contained herein are made for your benefit and the benefit of the Corporation and the underwriters and initial purchasers, if any, of the Securities being transferred. Terms used in this certificate and not otherwise defined in the Indenture have the meanings set forth in Regulation S under the Securities Act.

[Insert Name of Transferor]

By:

Name: Title:

Dated:

cc: Bombardier Inc.

FORM OF TRANSFER/EXCHANGE CERTIFICATES FOR TRANSFER/EXCHANGE FROM REGULATION S GLOBAL SECURITY TO RULE 144A GLOBAL SECURITY (Transfers and exchanges pursuant to § 3.06(b) of the Indenture) [Transferor Certificate]

JPMorgan Chase Bank 4 New York Plaza 15th Floor New York, New York 10004

Re: 7.45% Notes due 2034 of Bombardier Inc. (the "Securities")

Reference is hereby made to the Indenture, dated as of April 21, 2004 (the "Indenture"), between Bombardier Inc. (the "Corporation") and JPMorgan Chase Bank, as trustee (the "Trustee"). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

This letter relates to US\$____________ principal amount of Securities which are evidenced by one or more Regulation S Global Securities (CUSIP [ISIN] No. ________) and held with the Depository through [Euroclear] [Clearstream] (Common Code: ) in the name of [insert name of transferor/exchanger] (the "Transferor"). The Transferor has requested a transfer or exchange of such beneficial interest in Securities to a Person that will take delivery thereof (the "Transferee") in the form of an equal principal amount of Securities evidenced by one or more Rule 144A Global Securities (CUSIP [ISIN] No. ________).

In connection with such request and in respect of such Securities, the Transferor does hereby certify that such Transferor is transferring such Securities to a person that the Transferor reasonably believes is a "qualified institutional buyer" (as defined in Rule 144A) purchasing for its own account or for the account of a qualified institutional buyer that the Transferor has informed, in each case, that the offer, sale, pledge or other transfer is being effected in reliance on Rule 144A, and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction.

This certificate and the statements contained herein are made for your benefit and the benefit of the Corporation and the underwriters and initial purchasers, if any, of the Securities being transferred.

[Insert Name of Transferor]

By:

Name: Title:

Dated:

cc: Bombardier Inc.

[Transferee Certificate]

JPMorgan Chase Bank 4 New York Plaza 15th Floor New York, New York 10004

Re: 7.45% Notes due 2034 of Bombardier Inc. (the "Securities")

Reference is hereby made to the Indenture, dated as of April 21, 2004 (the "Indenture"), between Bombardier Inc. (the "Corporation") and JPMorgan Chase Bank, as trustee (the "Trustee"). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

This letter relates to US\$____________ principal amount of Securities which are evidenced by one or more Regulation S Global Securities (CUSIP [ISIN] No. ________) and held with the Depository through [Euroclear] [Clearstream] (Common Code: ) in the name of [insert name of transferor/exchanger] (the "Transferor"). The Transferor has requested a transfer or exchange of such beneficial interest in Securities [insert name of transferee/exchangee] (the "Transferee") in the form of an equal principal amount of Securities evidenced by one or more Rule 144A Global Securities (CUSIP [ISIN] No. ________).

In connection with such request and in respect of such Securities, the Transferee does hereby certify that it is purchasing the Securities for its own account, or for one or more accounts with respect to which the Transferee exercises sole investment discretion, and the Transferee and each such account is a "qualified institutional buyer" (a "QIB") within the meaning of Rule 144A under the United States Securities Act of 1933, as amended (the "Securities Act").

The Transferee hereby agrees that any future resale, pledge, transfer or exchange of such Securities may be made only (i) to the Corporation, (ii) for so long as the Securities are eligible for resale pursuant to Rule 144A, in compliance with Rule 144A, to a person whom the seller reasonably believes is a QIB purchasing for its own account or for the account of a QIB whom the seller has informed, in each case, that the offer, sale, pledge or other transfer is being made in reliance on Rule 144A, (iii) outside the United States in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act, (iv) pursuant to an effective registration statement under the Securities Act or (v) pursuant to any other available exemption from the registration requirements under the Securities Act (subject to the Corporation's and the Trustee's right prior to any such offer, sale or transfer pursuant to clause (v) to require the delivery of an opinion of counsel, certification or other information satisfactory to each of them in accordance with the Indenture and in each of such cases in accordance with any applicable securities laws of any state of the United States. The Transferee, by purchasing the Securities to which this certificate relates, represents and agrees for the benefit of the Corporation that it will notify any purchaser of Securities from it of the resale restrictions referred to above, if then applicable.

This certificate and the statements contained herein are made for your benefit and the benefit of the Corporation and the underwriters and initial purchasers, if any, of the Securities being transferred.

[Insert Name of Transferor]

By:

Name: Title:

Dated:

cc: Bombardier Inc.