Common use of Qualification of this Indenture Clause in Contracts

Qualification of this Indenture. The Company shall qualify this Indenture under the TIA in accordance with the terms and conditions of any Registration Rights Agreements and shall pay all reasonable costs and expenses (including attorneys’ fees and expenses for the Company, the Trustee and the Holders) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Company any such Officers’ Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the TIA. SIGNATURES Dated as of April 15, 2008. VIDEOTRON LTD. By: /s/ Xxxx-Xxxxxxxx Xxxxxxx Name: Title: LE SUPERCLUB VIDÉOTRON LTÉE By: /s/ Xxxx-Xxxxxxxx Xxxxxxx Name: Title: GROUPE DE DIVERTISSEMENT SUPERCLUB INC. By: /s/ Xxxx-Xxxxxxxx Xxxxxxx Name: Title: SUPERCLUB VIDÉOTRON CANADA INC. By: /s/ Xxxx-Xxxxxxxx Xxxxxxx Name: Title: LES PROPRIÉTÉS SUPERCLUB INC. By: /s/ Xxxx-Xxxxxxxx Xxxxxxx Name: Title: CF CABLE TV INC. By: /s/ Xxxx-Xxxxxxxx Xxxxxxx Name: Title: VIDEOTRON US INC. By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Secretary XXXXX FARGO BANK, NATIONAL ASSOCIATION By: Xxxxxx X. X’Xxxxxxx Name: Xxxxxx X. X’Xxxxxxx Title: Vice President 91/8% SENIOR NOTES DUE APRIL 15, 2018 No. US$ promises to pay to CEDE & CO., or its registered assigns, the principal sum of Dollars (US$ ) on April 15, 2018. Interest Payment Dates: June 15 and December 15, commencing June 15, 2008. Record Dates: June 1 and December 1.

Qualification of this Indenture. The Company shall qualify this Indenture under the TIA in accordance with the terms and conditions of any Registration Rights Agreements and shall pay all reasonable costs and expenses (including attorneys’ ' fees and expenses for the Company, the Trustee and the Holders) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Company any such Officers’ ' Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the TIA. 97 SIGNATURES Dated as of April 15Dated: August 11, 20082003 Company: GENCORP INC. VIDEOTRON By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: President and Chief Executive Officer Guarantors: AEROJET-GENERAL CORPORATION By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President AEROJET ORDNANCE TENNESSEE, INC. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Chairman GENCORP PROPERTY INC. By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: President PENN INTERNATIONAL INC. By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: President GDX LLC By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: President AEROJET FINE CHEMICALS LLC By: /s/ Xxxxxx Carleone Name: Xxxxxx Carleone Title: President 98 AEROJET INVESTMENTS LTD. By: /s/ Xxxx-Xxxxxxxx X. Xxxxxxx Name: Terrace X. Xxxxxxx Title: LE SUPERCLUB VIDÉOTRON LTÉE By: /s/ Xxxx-Xxxxxxxx Xxxxxxx Name: Title: GROUPE DE DIVERTISSEMENT SUPERCLUB President GDX AUTOMOTIVE INC. By: /s/ Xxxx-Xxxxxxxx Xxxxxxx Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: SUPERCLUB VIDÉOTRON CANADA Chairman and President RKO GENERAL, INC. By: /s/ Xxxx-Xxxxxxxx Xxxxxxx Name: Title: LES PROPRIÉTÉS SUPERCLUB INC. By: /s/ Xxxx-Xxxxxxxx Xxxxxxx Name: Title: CF CABLE TV INC. By: /s/ Xxxx-Xxxxxxxx Xxxxxxx Name: Title: VIDEOTRON US INC. By: /s/ Xxxx Xxxxx X. Xxxx Name: Xxxx Xxxxx X. Xxxx Title: Secretary XXXXX FARGO BANKPresident Trustee: THE BANK OF NEW YORK, NATIONAL ASSOCIATION as Trustee By: Xxxxxx X. X’Xxxxxxx /s/ Xxxxxxx Xxxxxxx Name: Xxxxxx X. X’Xxxxxxx Xxxxxxx Xxxxxxx Title: Assistant Vice President 91/891/2% SENIOR SUBORDINATED NOTES DUE APRIL 15, 2018 2013 No. US$ $ promises to pay to CEDE & CO., INC. or its registered assigns, the principal sum of Dollars (US$ $ ) on April August 15, 20182013. Interest Payment Dates: June February 15 and December August 15, commencing June February 15, 20082004. Record Dates: June February 1 and December August 1.

Qualification of this Indenture. The Company shall qualify this Indenture under the TIA in accordance with the terms and conditions of any Registration Rights Agreements and shall pay all reasonable costs and expenses (including attorneys’ ' fees and expenses for the Company, the Trustee and the Holders) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Company any such Officers’ ' Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the TIA. 78 SIGNATURES Dated as of April 15May 21, 20082003. VIDEOTRON LTD. ByCOMPANY: /s/ Xxxx-Xxxxxxxx Xxxxxxx Name: Title: LE SUPERCLUB VIDÉOTRON LTÉE By: /s/ Xxxx-Xxxxxxxx Xxxxxxx Name: Title: GROUPE DE DIVERTISSEMENT SUPERCLUB MEDEX, INC. By: /s/ Xxxx-Xxxxxxx X. Xxxxxxxx Xxxxxxx ---------------------------- Name: Xxxxxxx X. Xxxxxxxx Title: SUPERCLUB VIDÉOTRON CANADA Vice President, Chief Financial Officer and Treasurer PARENT GUARANTOR: MEDVEST HOLDINGS CORPORATION By: /s/ Xxxxxxx X. Xxxxxxxx ---------------------------- Name: Xxxxxxx X. Xxxxxxxx Title: Vice President, Chief Financial Officer and Treasurer SUBSIDIARY GUARANTORS: MEDEX MEDICAL, INC. By: /s/ Xxxx-Xxxxxxx X. Xxxxxxxx Xxxxxxx ---------------------------- Name: Xxxxxxx X. Xxxxxxxx Title: LES PROPRIÉTÉS SUPERCLUB Vice President, Chief Financial Officer and Treasurer MEDEX CARDIO-PULMONARY, INC. By: /s/ Xxxx-Xxxxxxx X. Xxxxxxxx Xxxxxxx ---------------------------- Name: Xxxxxxx X. Xxxxxxxx Title: CF CABLE TV INC. Vice President, Chief Financial Officer and Treasurer TRUSTEE: THE BANK OF NEW YORK, as Trustee By: /s/ Xxxx-Xxxxxxxx Xxxxxxx Xxxxxx ---------------------------- Name: Title: VIDEOTRON US INC. By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Secretary XXXXX FARGO BANK, NATIONAL ASSOCIATION By: Xxxxxxx Xxxxxx X. X’Xxxxxxx Name: Xxxxxx X. X’Xxxxxxx Title: Vice President 91/880 EXHIBIT A-1 ================================================================================ (Face of Note) 8-7/8% SENIOR SUBORDINATED NOTES DUE APRIL 15, 2018 No. US$ promises to pay to CEDE & CO., or its registered assigns, the principal sum of Dollars (US$ ) on April 15, 2018. Interest Payment Dates: June 15 and December 15, commencing June 15, 2008. Record Dates: June 1 and December 1.2013 CUSIP ____________

Qualification of this Indenture. The Company Companies shall qualify this Indenture under the TIA in accordance with the terms and conditions of any Registration Rights Agreements Agreement and shall pay all reasonable costs and expenses (including attorneys’ ' fees and expenses for the CompanyCompanies, the Trustee and the Holders) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Company Companies any such Officers’ ' Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the TIA. SIGNATURES Dated as of April August 15, 2008. VIDEOTRON LTD. By: /s/ Xxxx2003 TEMPUR-Xxxxxxxx Xxxxxxx Name: Title: LE SUPERCLUB VIDÉOTRON LTÉE By: /s/ Xxxx-Xxxxxxxx Xxxxxxx Name: Title: GROUPE DE DIVERTISSEMENT SUPERCLUB PEDIC, INC. By: /s/ Xxxx-Xxxxxxxx Xxxxxxx H. Xxxxxx Xxxxxx ------------------------------------- Name: H. Xxxxxx Xxxxxx Title: SUPERCLUB VIDÉOTRON CANADA Chief Executive Officer TEMPUR PRODUCTION USA, INC. By: /s/ Xxxx-Xxxxxxxx Xxxxxxx Xxxxxx X. Xxxxxxxx, Xx. ------------------------------------- Name: Xxxxxx X. Xxxxxxxx, Xx. Title: LES PROPRIÉTÉS SUPERCLUB President TWI HOLDINGS, INC. By: /s/ Xxxx-Xxxxxxxx Xxxxxxx Xxxxxx X. Xxxxxxxx, Xx. ------------------------------------- Name: Xxxxxx X. Xxxxxxxx, Xx. Title: CF CABLE TV President and Chief Executive Officer TEMPUR WORLD, INC. By: /s/ Xxxx-Xxxxxxxx Xxxxxxx Xxxxxx X. Xxxxxxxx, Xx. ------------------------------------- Name: Xxxxxx X. Xxxxxxxx, Xx. Title: VIDEOTRON US President and Chief Executive Officer TEMPUR WORLD HOLDINGS INC. By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Secretary XXXXX FARGO BANK, NATIONAL ASSOCIATION By: Xxxxxx X. X’Xxxxxxx Xxxxxxxx, Xx. ------------------------------------- Name: Xxxxxx X. X’Xxxxxxx Xxxxxxxx, Xx. Title: Vice President 91/8and Chief Executive Officer TEMPUR MEDICAL, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer and Secretary TEMPUR-PEDIC, DIRECT RESPONSE, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer and Secretary Trustee: Xxxxx Fargo Bank Minnesota, National Association By: /s/ Xxxxxx X. X'Xxxxxxx ------------------------------------- Name: Xxxxxx X. X'Xxxxxxx Title: Corporate Trust Officer EXHIBIT A ================================================================================ (Face of Note) 10 1/4% SENIOR SUBORDINATED NOTES DUE APRIL 152010 CUSIP_______________ No._____ $_______________ TEMPUR-PEDIC, 2018 NoINC. US$ TEMPUR PRODUCTION USA, INC. promises to pay to CEDE & CO., INC. or its registered assigns, the principal sum of _________________ Dollars (US$ $______________) on April August 15, 20182010. Interest Payment Dates: June February 15 and December August 15, commencing June February 15, 2008. Record Dates: June 1 and December 12004.

Qualification of this Indenture. The Company SFC shall qualify this Indenture under the TIA in accordance with the terms and conditions of any the Registration Rights Agreements Agreement and shall pay all reasonable costs and expenses (including attorneys’ ' fees and expenses for the CompanySFC, the Trustee and the Holders) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Company SFC any such Officers’ ' Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the TIA. SIGNATURES 114 Dated as of April 15March 11, 2008. VIDEOTRON LTD. 2005 ISSUER: SWIFT FOODS COMPANY By: /s/ Xxxx-Xxxxxxxx Xxxxxx X. Xxxxxxx ----------------------------- Name: Xxxxxx X. Xxxxxxx Title: LE SUPERCLUB VIDÉOTRON LTÉE ByVice President, General Counsel and Secretary GUARANTOR: /s/ Xxxx-Xxxxxxxx Xxxxxxx Name: Title: GROUPE DE DIVERTISSEMENT SUPERCLUB S&C HOLDCO 3, INC. By: /s/ Xxxx-Xxxxxxxx Xxxxxxx Name: Title: SUPERCLUB VIDÉOTRON CANADA INC. By: /s/ Xxxx-Xxxxxxxx Xxxxxxx Name: Title: LES PROPRIÉTÉS SUPERCLUB INC. By: /s/ Xxxx-Xxxxxxxx Xxxxxxx Name: Title: CF CABLE TV INC. By: /s/ Xxxx-Xxxxxxxx Xxxxxxx Name: Title: VIDEOTRON US INC. By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Secretary XXXXX FARGO BANK, NATIONAL ASSOCIATION By: Xxxxxx X. X’Xxxxxxx Xxxxxxx ----------------------------- Name: Xxxxxx X. X’Xxxxxxx Xxxxxxx Title: Vice President, General Counsel and Secretary SIGNATURE PAGES TO SUBORDINATED NOTE INDENTURE TRUSTEE: THE BANK OF NEW YORK TRUST COMPANY, N.A. By: /s/ Xxxxxxx Xxxxxxxx ----------------------------------- Name: Xxxxxxx Xxxxxxxx Title: Vice President 91/8EXHIBIT A (Face of Note) 10.25% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE APRIL 15, 2018 No2010 CUSIP NO. US$ $____________ ____________ ____________ ____________ SWIFT FOODS COMPANY promises to pay to CEDE & CO., [ ] (1) or its registered assigns, the principal sum of _______________ Dollars (US$ $______________) on April 15March 11, 2018. Interest Payment Dates: June 15 and December 15, commencing June 15, 2008. Record Dates: June 1 and December 12010.

Qualification of this Indenture. The Company Issuers shall qualify this Indenture under the TIA in accordance with the terms and conditions of any Registration Rights Agreements and shall pay all reasonable costs and expenses (including attorneys’ ' fees and expenses for the CompanyIssuers, the Trustee and the Holders) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Company Issuers any such Officers’ ' Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the TIA. SIGNATURES Dated as of April 15June 13, 20082003. VIDEOTRON LTD. CBD MEDIA LLC By: /s/ Xxxx-Xxxxxxxx Xxxxxxx X. Xxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxx Title: LE SUPERCLUB VIDÉOTRON LTÉE By: /s/ Xxxx-Xxxxxxxx Xxxxxxx Name: Title: GROUPE DE DIVERTISSEMENT SUPERCLUB President CBD FINANCE, INC. By: /s/ Xxxx-Xxxxxxxx Xxxxxxx X. Xxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxx Title: SUPERCLUB VIDÉOTRON CANADA INC. President Trustee: HSBC BANK USA, as Trustee By: /s/ Xxxx-Xxxxxxxx Xxxxxxx X. Xxxx ------------------------------------ Name: Title: LES PROPRIÉTÉS SUPERCLUB INC. By: /s/ Xxxx-Xxxxxxxx Xxxxxxx Name: Title: CF CABLE TV INC. By: /s/ Xxxx-Xxxxxxxx Xxxxxxx Name: Title: VIDEOTRON US INC. By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Secretary XXXXX FARGO BANK, NATIONAL ASSOCIATION By: Xxxxxx X. X’Xxxxxxx Name: Xxxxxx X. X’Xxxxxxx Title: Assistant Vice President 91/8EXHIBIT A ================================================================================ (Face of Note) 8-5/8% SENIOR SUBORDINATED NOTES DUE APRIL 15, 2018 2011 CUSIP ____________ No. US$ promises _____ $____________ CBD MEDIA LLC CBD FINANCE, INC. promise to pay to CEDE & CO., ___________ or its registered assigns, the principal sum of __________________________ Dollars (US$ $______________) on April 15June 1, 20182011. Interest Payment Dates: June 15 and December 15, commencing June 15, 2008. Record Dates: June 1 and December 1, commencing December 1, 2003. Record Dates: May 15 and November 15.

Qualification of this Indenture. The Company shall qualify this Indenture under the TIA in accordance with the terms and conditions of any the Registration Rights Agreements Agreement and shall pay all reasonable costs and expenses (including attorneys’ ' fees and expenses for the Company, the Trustee and the Holders) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Company any such Officers’ ' Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the TIA. SIGNATURES Dated as of April 15March 11, 2008. VIDEOTRON LTD. By2005 ISSUER: /s/ Xxxx-Xxxxxxxx Xxxxxxx Name: Title: LE SUPERCLUB VIDÉOTRON LTÉE By: /s/ Xxxx-Xxxxxxxx Xxxxxxx Name: Title: GROUPE DE DIVERTISSEMENT SUPERCLUB S&C HOLDCO 3, INC. By: /s/ Xxxx-Xxxxxxxx Xxxxxxx Xxxxx X. Xxxxxx ------------------------------ Name: TitleXxxxx X. Xxxxxx Vice President and Chief Financial Officer GUARANTOR: SUPERCLUB VIDÉOTRON CANADA INC. SWIFT FOODS COMPANY By: /s/ Xxxx-Xxxxxxxx Xxxxxxx Xxxxx X. Xxxxxx ------------------------------ Name: Xxxxx X. Xxxxxx Title: LES PROPRIÉTÉS SUPERCLUB INC. Executive Vice President and Chief Financial Officer TRUSTEE: THE BANK OF NEW YORK TRUST COMPANY, N.A. By: /s/ Xxxx-Xxxxxxx X. Xxxxxxxx Xxxxxxx ------------------------------ Name: Title: CF CABLE TV INC. By: /s/ Xxxx-Xxxxxxx X. Xxxxxxxx Xxxxxxx Name: Title: VIDEOTRON US INC. By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Secretary XXXXX FARGO BANK, NATIONAL ASSOCIATION By: Xxxxxx X. X’Xxxxxxx Name: Xxxxxx X. X’Xxxxxxx Title: Vice President 91/8EXHIBIT A (Face of Note) 11.00% SENIOR NOTES DUE APRIL 15, 2018 No. US$ promises to pay to CEDE & CO., or its registered assigns, the principal sum of Dollars (US$ ) on April 15, 2018. Interest Payment Dates: June 15 and December 15, commencing June 15, 2008. Record Dates: June 1 and December 1.2010 CUSIP _____________

Qualification of this Indenture. The Company shall qualify this Indenture under the TIA in accordance with the terms and conditions of any Registration Rights Agreements Agreement and shall pay all reasonable costs and expenses (including attorneys’ fees and expenses for the Company, the Trustee and the Holders) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Company any such Officers’ Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the TIA. SIGNATURES Dated as of April 15November 30, 2008. VIDEOTRON LTD. By: /s/ Xxxx-Xxxxxxxx Xxxxxxx Name: Title: LE SUPERCLUB VIDÉOTRON LTÉE By: /s/ Xxxx-Xxxxxxxx Xxxxxxx Name: Title: GROUPE DE DIVERTISSEMENT SUPERCLUB 2004 NEENAH PAPER, INC. By: /s/ Xxxx-Xxxxxxxx Xxxxxxx Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: SUPERCLUB VIDÉOTRON CANADA Vice President NEENAH PAPER SALES, INC. By: /s/ Xxxx-Xxxxxxxx Xxxxxxx Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: LES PROPRIÉTÉS SUPERCLUB Vice President NEENAH PAPER MICHIGAN, INC. By: /s/ Xxxx-Xxxxxxxx Xxxxxxx Name: Title: CF CABLE TV INC. By: /s/ Xxxx-Xxxxxxxx Xxxxxxx Name: Title: VIDEOTRON US INC. By: /s/ Xxxx Xxxxxx X. Xxxx Name: Xxxx Xxxxxx X. Xxxx Title: Secretary XXXXX FARGO BANK, NATIONAL ASSOCIATION Vice President NEENAH PAPER COMPANY OF CANADA By: /s/ Xxxxxx X. X’Xxxxxxx Xxxx Name: Xxxxxx X. X’Xxxxxxx Xxxx Title: Vice President 91/8THE BANK OF NEW YORK TRUST COMPANY, N.A. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Assistant Vice President 73/8% SENIOR NOTES DUE APRIL 15, 2018 No. US$ 2014 CUSIP promises to pay to CEDE & CO., INC. or its registered assigns, the principal sum of Dollars (US$ $ ) on April November 15, 20182014. Interest Payment Dates: June May 15 and December November 15, commencing June May 15, 20082005. Record Dates: June May 1 and December November 1. Dated: , 20[ ].