YELLOW MEDIA INC. (Form: T-3/A, Received: 10/24/2012 17:14:48)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

----------------------------

FORM T-3/A

----------------------------

Amendment No. 1

FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES

UNDER THE TRUST INDENTURE ACT OF 1939

YELLOW MEDIA INC.

(“Issuer”)

8254320 Canada Inc.

(“Parent Guarantor”)

Yellow Pages Group Corp.

YPG (USA) Holdings, Inc.

Yellow Pages Group, LLC

Wall2Wall Media Inc.

(“Subsidiary Guarantors”)

(Name of Applicants)

16 Place du Commerce, Nuns’ Island

Verdun, Québec

Canada H3E 2A5

1 (877) 956-2003

(Address of principal executive offices)

SECURITIES TO BE ISSUED UNDER THE INDENTURES TO BE QUALIFIED

	TITLE OF CLASS		AMOUNT
	9% Senior Secured Notes Due 2018 Senior Subordinated Exchangeable Debentures Due 2022		CAN$775.0 million CAN$102.5 million

Approximate date of proposed issuance:

As soon as practical after the Final Order of the Court

(as defined herein) becomes final

Name and address of agent for service:

Corporation Service Company

2711 Centerville Road

Suite 400

Wilmington, DE 19808

With copies to:

Jean Marc Huot

Stikeman Elliott LLP

1155 Rene-Levesque Blvd West

Suite 4000

Montreal, Quebec H3B 3V2

Tel: (514) 397-3000

Fax: (514) 397-3222

Jane Goldstein, Esq.

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, Massachusetts

02199-3600

Tel: (617) 951-7000

Fax: (617) 951-7050

The Applicants hereby amend this application for qualification on such date or dates as may be necessary to delay its effectiveness until: (1) the 20th day after the filing of a further amendment which specifically states that it shall supersede this application for qualification or (2) such date as the Securities and Exchange Commission (the “SEC”), acting pursuant to Section 307(c) of the Trust Indenture Act of 1939, may determine upon the written request of the Applicants.

EXPLANATORY NOTE

This Amendment No. 1 (this “Amendment”) to Form T-3, initially filed with the Securities and Exchange Commission on August 31, 2012 (File No. 022-28978) (the “Application”), is being filed on behalf of Yellow Media Inc. and the other applicants listed above (collectively, the “Applicants”). This Amendment is to file the Exhibits that are filed herewith and to update the Contents of Application for Qualification and the Exhibit Index. This Amendment is not intended to amend or delete any other part of the Application. All other information in the Application is unchanged and has been omitted from this Amendment.

ITEM 1. GENERAL INFORMATION.

The information contained in Item 1(a) is amended to reflect the following:

The Company intends to change its name, concurrent with the consummation of the Recapitalization and the issuance of the Senior Secured Notes and the Exchangeable Debentures, from Yellow Media Inc. to YPG Financing Inc.

ITEM 2. SECURITIES ACT EXEMPTION APPLICABLE.

The definition of “Debtholder Consideration” in the description of the Recapitalization and the Plan is amended to reflect the following change to the principal amount of the securities to be issued under the indentures to be qualified under this Application:

1)	The principal amount of the Senior Secured Notes issued will be CAN$775.0 million.

2)	The principal amount of the Exchangeable Debentures will be CAN$102.5 million.

All references in the Application to the “Senior Secured Notes” or the “Notes” shall refer to such revised initial principal amount of CAN$775.0 million, and all references in the Application to the “Exchangeable Debentures” or the “Debentures” shall refer to such revised initial principal amount of CAN$102.5 million.

ITEM 4. DIRECTORS AND EXECUTIVE OFFICERS.

The information contained in Item 4 pertaining to New Yellow Media is amended as follows:

New Yellow Media

Name	Position
Sean Dunphy*	Director, President and Corporate Secretary
Marc P. Tellier**	President and Chief Executive Officer
Ginette Maillé**	Chief Financial Officer
François D. Ramsay**	Senior Vice President – General Counsel and Secretary
Catherine Caplice**	Vice President – Customer Experience
Douglas A. Clarke**	Senior Vice President – Sales
Suzanne Daneau**	Vice President – Human Resources
Nicolas Gaudreau**	Chief Marketing Officer
Marie-Josée Lapierre**	Assistant Secretary
René Poirier**	Chief Information Officer
Stephen Port**	Vice President – Corporate Performance
D. Lorne Richmond**	Vice President – Operations and Supply Chain
Paul T. Ryan**	Chief Technology Officer
Pierre Van Gheluwe**	Treasurer
Daniel Verret**	Vice President and Corporate Controller

*Following the closing of the Recapitalization, Sean Dunphy will resign from all positions at New Yellow Media and the board of directors of New Yellow Media will consist Craig Forman, Robert MacLellan, Kalpana Raina, David Lazzarato, Martin Nisenholtz, Michael G. Sifton, David G. Leith, Judith A. McHale, Marc P. Tellier.

**Expected to be appointed following the closing of the Recapitalization.

ITEM 9. OTHER OBLIGORS.

Yellow Media, New Yellow Media and their respective subsidiaries will not implement the Alternative Steps descripted in the Application, and therefore the Senior Secured Notes and the Exchangeable Debentures will (as described in the initial Application) be issued by Yellow Media and not New Yellow Media.

CONTENTS OF APPLICATION FOR QUALIFICATION

This application for qualification comprises:

(a)	Pages numbered 1 to 4, consecutively.

(b)	The statement of eligibility and qualification on Form T-1 of The Bank of New York Mellon, as trustee under the Indentures to be qualified (included as Exhibit 25.1 hereto).

(c)	The following exhibits in addition to those filed as part of the statement of eligibility and qualification of The Bank of New York Mellon:

Exhibit Number	Document
Exhibit T3A.1*	Articles of Arrangement of Yellow Media Inc.
Exhibit T3A.2*	Articles of Continuance of Yellow Pages Group Corp.
Exhibit T3A.3*	Articles of Incorporation of YPG (USA) Holdings, Inc.
Exhibit T3A.4*	Certificate of Amendment of the Articles of Incorporation of YPG (USA) Holdings, Inc.
Exhibit T3A.5*	Articles of Formation of Yellow Pages Group, LLC (formerly YPG Systems, LLC)
Exhibit T3A.6*	Certificate of Amendment of the Articles of Formation of Yellow Pages Group, LLC (formerly YPG Systems, LLC)
Exhibit T3A.7*	Articles of Incorporation of Wall2Wall Media Inc. (formerly 7823118 Canada Inc.)
Exhibit T3A.8*	Certificate of Amendment of the Articles of Incorporation of Wall2Wall Media Inc. (formerly 7823118 Canada Inc.)
Exhibit T3A.9*	Articles of Incorporation of 8254320 Canada Inc.
Exhibit T3B.1*	By-laws of Yellow Media Inc.
Exhibit T3B.2*	By-laws of Yellow Pages Group Corp.
Exhibit T3B.3*	By-laws of YPG (USA) Holdings, Inc.
Exhibit T3B.4*	Limited Liability Agreement of Yellow Pages Group, LLC (formerly YPG Systems, LLC)
Exhibit T3B.5*	By-laws of Wall2Wall Media Inc. (formerly 7823118 Canada Inc.)
Exhibit T3B.6***	By-laws of 8254320 Canada Inc.
Exhibit T3C.1***	Form of Senior Note Indenture among Yellow Media Inc., as Issuer, 8254320 Canada Inc., as Parent Guarantor, each of the Subsidiary Guarantors named therein and the Trustees
Exhibit T3C.2***	Form of Exchangeable Debentures Indenture among Yellow Media Inc., as Issuer, 8254320 Canada Inc., as Parent Guarantor, each of the Subsidiary Guarantors named therein and the Trustees
Exhibit T3D***	Final Order of the Superior Court of Québec, Commercial Division
Exhibit T3E.1*	Notice of Meetings and Management Proxy Circular, dated July 30, 2012
Exhibit T3E.2*	Letter to Shareholders and Debtholders of Yellow Media and Amendment to the Debtholders’ Arrangement Resolution
Exhibit T3E.3**	Form of Letter of Transmittal
Exhibit T3E.4**	Amended and Restated Plan of Arrangement, to replace the current Appendix “C” to Exhibit T3E.1
Exhibit T3E.5**	Yellow Media Inc. Press Release, dated September 4, 2012.
Exhibit T3E.6**	Yellow Media Inc. Press Release, dated September 6, 2012.
Exhibit T3E.7**	Yellow Media Inc. Press Release, dated September 7, 2012.
Exhibit T3E.8**	Yellow Media Inc. Press Release, dated September 10, 2012.
Exhibit T3E.9**	Yellow Media Inc. Press Release, dated September 19, 2012.
Exhibit T3E.10**	Yellow Media Inc. Press Release, dated September 28, 2012.
Exhibit T3E.11**	Yellow Media Inc. Press Release, dated October 17, 2012.
Exhibit T3F***	TIA Cross Reference Sheet (included in Exhibit T3C.1 and T3C.2)
Exhibit 25.1**	Statement of eligibility and qualification on Form T-1of The Bank of New York Mellon, as U.S. Trustee under the Indentures to be qualified

* Previously filed with the Form T-3.

** Filed herewith.

*** To be filed by amendment.

SIGNATURES

Pursuant to the requirements of the Trust Indenture Act, each of the Applicants below, corporations or limited liability companies, as applicable, each organized and existing under the laws of Canada, or in the case of YPG (USA) Holdings, Inc. and Yellow Pages Group LLC, organized and existing under the laws of the State of Delaware, have duly caused this application to be signed on their behalf by the undersigned, thereunto duly authorized, and their seal to be hereunto affixed and attested, all in the City of Verdun in the Province of Quebec, Canada, on the 24th day of October, 2012.

(SEAL)	YELLOW MEDIA INC.
Attest: /s/Kathleen Vernaillen Name: Kathleen Vernaillen	By: /s/Marie-Josee Lapierre Name: Marie-Josee Lapierre Title: Authorized Signing Officer
(SEAL)	YELLOW PAGES GROUP CORP.
Attest: /s/Kathleen Vernaillen Name: Kathleen Vernaillen	By: /s/Marie-Josee Lapierre Name: Marie-Josee Lapierre Title: Authorized Signing Officer
(SEAL)	YPG (USA) HOLDINGS, INC.
Attest: /s/Kathleen Vernaillen Name: Kathleen Vernaillen	By: /s/Marie-Josee Lapierre Name: Marie-Josee Lapierre Title: Authorized Signing Officer
(SEAL)	YELLOW PAGES GROUP, LLC
Attest: /s/Kathleen Vernaillen Name: Kathleen Vernaillen	By: /s/Marie-Josee Lapierre Name: Marie-Josee Lapierre Title: Authorized Signing Officer
(SEAL)	WALL2WALL MEDIA INC.
Attest: /s/Kathleen Vernaillen Name: Kathleen Vernaillen	By: /s/Marie-Josee Lapierre Name: Marie-Josee Lapierre Title: Authorized Signing Officer
(SEAL)	8254320 CANADA INC.
Attest: /s/Kathleen Vernaillen Name: Kathleen Vernaillen	By: /s/Sean Dunphy Name: Sean Dunphy Title: Authorized Signing Officer

EXHIBIT INDEX

Exhibit Number	Document
Exhibit T3A.1*	Articles of Arrangement of Yellow Media Inc.
Exhibit T3A.2*	Articles of Continuance of Yellow Pages Group Corp.
Exhibit T3A.3*	Articles of Incorporation of YPG (USA) Holdings, Inc.
Exhibit T3A.4*	Certificate of Amendment of the Articles of Incorporation of YPG (USA) Holdings, Inc.
Exhibit T3A.5*	Articles of Formation of Yellow Pages Group, LLC (formerly YPG Systems, LLC)
Exhibit T3A.6*	Certificate of Amendment of the Articles of Formation of Yellow Pages Group, LLC (formerly YPG Systems, LLC)
Exhibit T3A.7*	Articles of Incorporation of Wall2Wall Media Inc. (formerly 7823118 Canada Inc.)
Exhibit T3A.8*	Certificate of Amendment of the Articles of Incorporation of Wall2Wall Media Inc. (formerly 7823118 Canada Inc.)
Exhibit T3A.9*	Articles of Incorporation of 8254320 Canada Inc.
Exhibit T3B.1*	By-laws of Yellow Media Inc.
Exhibit T3B.2*	By-laws of Yellow Pages Group Corp.
Exhibit T3B.3*	By-laws of YPG (USA) Holdings, Inc.
Exhibit T3B.4*	Limited Liability Agreement of Yellow Pages Group, LLC (formerly YPG Systems, LLC)
Exhibit T3B.5*	By-laws of Wall2Wall Media Inc. (formerly 7823118 Canada Inc.)
Exhibit T3B.6***	By-laws of 8254320 Canada Inc.
Exhibit T3C.1***	Form of Senior Note Indenture among Yellow Media Inc., as Issuer, 8254320 Canada Inc., as Parent Guarantor, each of the Subsidiary Guarantors named therein and the Trustees
Exhibit T3C.2***	Form of Exchangeable Debentures Indenture among Yellow Media Inc., as Issuer, 8254320 Canada Inc., as Parent Guarantor, each of the Subsidiary Guarantors named therein and the Trustees
Exhibit T3D***	Final Order of the Superior Court of Québec, Commercial Division
Exhibit T3E.1*	Notice of Meetings and Management Proxy Circular, dated July 30, 2012
Exhibit T3E.2*	Letter to Shareholders and Debtholders of Yellow Media and Amendment to the Debtholders’ Arrangement Resolution
Exhibit T3E.3**	Form of Letter of Transmittal
Exhibit T3E.4**	Amended and Restated Plan of Arrangement, to replace the current Appendix “C” to Exhibit T3E.1
Exhibit T3E.5**	Yellow Media Inc. Press Release, dated September 4, 2012.
Exhibit T3E.6**	Yellow Media Inc. Press Release, dated September 6, 2012.
Exhibit T3E.7**	Yellow Media Inc. Press Release, dated September 7, 2012.
Exhibit T3E.8**	Yellow Media Inc. Press Release, dated September 10, 2012.
Exhibit T3E.9**	Yellow Media Inc. Press Release, dated September 19, 2012.
Exhibit T3E.10**	Yellow Media Inc. Press Release, dated September 28, 2012.
Exhibit T3E.11**	Yellow Media Inc. Press Release, dated October 17, 2012.
Exhibit T3F***	TIA Cross Reference Sheet (included in Exhibit T3C.1 and T3C.2)
Exhibit 25.1**	Statement of eligibility and qualification on Form T-1of The Bank of New York Mellon, as U.S. Trustee under the Indentures to be qualified

* Previously filed with the Form T-3.

** Filed herewith.

*** To be filed by amendment.

Exhibit 25.1

= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) \|__\| ___________________________ THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter)
New York (State of incorporation if not a U.S. national bank)		13-5160382 (I.R.S. employer identification no.)
One Wall Street, New York, N.Y. (Address of principal executive offices)		10286 (Zip code)
__________________________ Yellow Media Inc. (Exact name of obligors as specified in their charters)
Canada (State or other jurisdiction of incorporation or organization)			Not applicable (I.R.S. employer identification no.)
	16 Place du Commerce, Nuns’ Island Verdun, Québec Canada (Address of registrants’ principal executive offices)	H3E 2A5 (Zip Code)

SECURITIES’ GUARANTORS 8254320 Canada Inc. (Exact name of obligors as specified in their charters)
Canada (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)

Yellow Pages Group Corp. (Exact name of obligors as specified in their charters)
Canada (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)

YPG (USA) Holdings, Inc. (Exact name of obligors as specified in their charters)
Delaware (State or other jurisdiction of incorporation or organization)	98-0588667 (I.R.S. employer identification no.)

Yellow Pages Group, LLC (Exact name of obligors as specified in their charters)
Delaware (State or other jurisdiction of incorporation or organization)	98-0588674 (I.R.S. employer identification no.)

Wall2Wall Media Inc. (Exact name of obligors as specified in their charters)
Canada (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)

(Title of the indenture securities)
	TITLE OF CLASS	AMOUNT
	9% Senior Secured Notes due 2018	CAN$775.0 million
	8% Senior Subordinated Exchangeable Debentures due 2022	CAN$102.5 million

1. General information. Furnish the following information as to the Trustee:

(a)

Name and address of each examining or supervising authority to which it is subject.

Name	Address
New York State Department of Financial Services	One State Street, New York, NY 10004-1511 and One Commerce Plaza, Albany, NY 12257
Federal Reserve Bank of New York	33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation	550 17 th Street, N.W. Washington, D.C. 20429
New York Clearing House Association	New York, New York 10005

(b)

Whether it is authorized to exercise corporate trust powers.

Yes.

2.	Affiliations with Obligor and Guarantor.

If the obligor or guarantor is an affiliate of the trustee, describe each such affiliation.

None.

16.	List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).

1. A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T 1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).

4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).

6. The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 24th day of October, 2012.

	THE BANK OF NEW YORK MELLON
	By : /s/ Catherine F. Donohue Name: Catherine F. Donohue Title: Vice President

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of One Wall Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business June 30, 2012, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

ASSETS	Dollar Amounts In Thousands
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin	3,160,000
Interest-bearing balances	107,102,000
Securities:
Held-to-maturity securities	8,793,000
Available-for-sale securities	80,993,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices	4,000
Securities purchased under agreements to resell	3,971,000
Loans and lease financing receivables:
Loans and leases held for sale	8,000
Loans and leases, net of unearned income	27,745,000
LESS: Allowance for loan and lease losses	335,000
Loans and leases, net of unearned income and allowance	27,410,000
Trading assets	4,149,000
Premises and fixed assets (including capitalized leases)	1,235,000
Other real estate owned	9,000
Investments in unconsolidated subsidiaries and associated companies	1,001,000
Direct and indirect investments in real estate ventures	0
Intangible assets:
Goodwill	6,403,000
Other intangible assets	1,530,000
Other assets	13,301,000
Total assets	259,069,000

LIABILITIES
Deposits:
In domestic offices	116,929,000
Noninterest-bearing	71,309,000
Interest-bearing	45,620,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs	99,535,000
Noninterest-bearing	4,871,000
Interest-bearing	94,664,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices	4,305,000
Securities sold under agreements to repurchase	1,009,000
Trading liabilities	6,135,000
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)	3,137,000
Not applicable
Not applicable
Subordinated notes and debentures	1,065,000
Other liabilities	7,935,000
Total liabilities	240,050,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	1,135,000
Surplus (exclude all surplus related to preferred stock)	9,681,000
Retained earnings	8,819,000
Accumulated other comprehensive income	-966,000
Other equity capital components	0
Total bank equity capital	18,669,000
Noncontrolling (minority) interests in consolidated subsidiaries	350,000
Total equity capital	19,019,000
Total liabilities and equity capital	259,069,000

I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas P. Gibbons,

Chief Financial Officer

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Gerald L. Hassell

Catherine A. Rein

Michael J. Kowalski

Directors

Exhibit T3E.3

IN ORDER TO BE EFFECTIVE, THIS LETTER OF TRANSMITTAL MUST BE VALIDLY COMPLETED, DULY EXECUTED AND RETURNED TO THE DEPOSITARY, CANADIAN STOCK TRANSFER COMPANY INC., BY OCTOBER 19, 2012. IT IS IMPORTANT THAT YELLOW MEDIA’S SHAREHOLDERS (AS DEFINED HEREIN) PROPERLY COMPLETE, DULY EXECUTE AND RETURN THIS LETTER OF TRANSMITTAL ON A TIMELY BASIS IN ACCORDANCE WITH THE INSTRUCTIONS CONTAINED HEREIN AND IN THE MANAGEMENT PROXY CIRCULAR OF YELLOW MEDIA INC. DATED JULY 30, 2012.

PLEASE CAREFULLY READ THE CIRCULAR AND THE INSTRUCTIONS SET OUT BELOW BEFORE COMPLETING THIS LETTER OF TRANSMITTAL.

LETTER OF TRANSMITTAL

FOR

SHAREHOLDERS

YELLOW MEDIA INC.

TO:	YELLOW MEDIA IN C. (" YELLOW MEDIA " OR THE " CORPORATION ")

AND TO :	CANADIAN STOCK TRANSFER COMPANY INC. (THE " DEPOSITARY ")

This Letter of Transmittal is for use by holders of the Corporation’s:

4.25% Cumulative Redeemable First Preferred Shares, Series 1 (the " Preferred Shares Series 1 ");

5.00% Cumulative Redeemable First Preferred Shares, Series 2 (the " Preferred Shares Series 2 ");

Cumulative Rate Reset First Preferred Shares, Series 3 (the " Preferred Shares Series 3 ");

Cumulative Rate Reset First Preferred Shares, Series 5 (the " Preferred Shares Series 5 ");

Cumulative Exchangeable First Preferred Shares, Series 7 (the " Preferred Shares Series 7 "); and

Common Shares (the " Common Shares ")

in connection with a recapitalization (the " Recapitalization ") to be implemented by way of a plan of arrangement under section 192 of the Canada Business Corporations Act, which Recapitalization is more particularly described in Yellow Media’s Management Proxy Circular dated July 30, 2012 (the " Circular "). Capitalized terms used herein but not defined in this Letter of Transmittal shall have the meanings ascribed thereto in the Circular.

This Letter of Transmittal must be received by the Depositary by October 19, 2012 in order for holders (the " Shareholders ") of Preferred Shares Series 1, 2, 3, 5, and 7 (the " Preferred Shares ") and Common Shares (collectively, the " Shares ") to receive their Pro Rata Share of the Shareholder Consideration.

In order for this Letter of Transmittal to be validly completed, the undersigned Shareholder is required to provide and complete the necessary information for each of the steps indicated below that are applicable to it or to any beneficial Shareholder on whose behalf the undersigned Shareholder holds the Shares. Shareholders whose Shares are registered in the name of an intermediary (an "Intermediary"), such as a broker, investment dealer, bank or trust company, or in the name of a depositary in which the Intermediary is a participant, should contact such Intermediary for instructions and assistance.

STEP 1

DESCRIPTION OF THE TRANSMITTED SHARES

All Shareholders must complete this Step.

If space is insufficient, please attach a signed list (see Instruction 6 ).

The undersigned registered Shareholder hereby deposits with the Depositary, for exchange pursuant to the Recapitalization, the enclosed certificate(s) representing the transmitted Common Shares , details of which are as follows:

COMMON SHARES
Certificate Number	Name in which the Common Shares are Registered	Number of Common Shares Deposited




	TOTAL: (If space is not sufficient, please attach a list in the above form)

PREFERRED SHARES
Certificate Number	Name in which the Preferred Shares are Registered	Series of Preferred Shares Held	Number of Preferred Shares Deposited





	TOTAL: (If space is not sufficient, please attach a list in the above form)

STEP 2

AUTHORIZATION

All Shareholders must complete this Step.

The undersigned:

1.	represents and warrants that the undersigned is the legal owner of the above listed Shares and has good title to the rights represented by the above mentioned certificates free and clear of all liens, charges, encumbrances, claims and equities and, together with all rights and benefits, and has full power and authority to execute and deliver this Letter of Transmittal and to deliver such certificates;

2.	acknowledges receipt of the Circular;

3.	represents and warrants that the Shares listed above represent all Shares beneficially owned, directly or indirectly, by the undersigned;

4.	represents and warrants that the undersigned has not sold, assigned or transferred, nor has any agreement been entered into to sell, assign or transfer, any of the Shares listed above to any person, other than pursuant to the Recapitalization;

5.	directs the Depositary to issue or cause to be issued the New Common Shares and the Warrants less any applicable withholding taxes, in the name indicated below and to send the New Common Shares and the Warrants to the address, or hold the same for pickup, as indicated in this Letter of Transmittal, unless otherwise indicated under Step 4 – Special Delivery Instructions or Step 5 – Special Registration Instructions below;

6.	covenants and agrees to execute, upon request, any additional documents, transfers and other assurances as may be necessary or desirable to complete the exchange of the certificates evidencing the Shares for the New Common Shares and the Warrants to which the undersigned is entitled pursuant to the Recapitalization;

7.	acknowledges that all authority conferred, or agreed to be conferred by the undersigned herein may be exercised during any subsequent legal incapacity of the undersigned and shall survive the death, incapacity, bankruptcy or insolvency of the undersigned and all obligations of the undersigned herein shall be binding upon any heirs, personal representatives, successors and assigns of the undersigned;

8.	acknowledges that by virtue of the execution of this Letter of Transmittal, the undersigned shall be deemed to have agreed that all questions as to validity, form, eligibility (including timely receipt) and acceptance of any Shares deposited pursuant to the Recapitalization will be determined by Yellow Media in its sole discretion and that such determination shall be final and binding and acknowledges that there shall be no duty or obligation on Yellow Media, the Depositary or any other person to give notice of any defect or irregularity in any deposit and no liability shall be incurred by any of them for failure to give such notice; and

9.	undertakes and agrees that, to the extent that it is or becomes an affiliate (as such term is defined under Rule 144 under the U.S. Securities 1933 Act , as amended (the " 1933 Act ")), of Yellow Media, the undersigned will not resell New Common Shares or Warrants received in exchange for the transmitted Shares other than (i) pursuant to an effective registration statement under the 1933 Act, (ii) in accordance with Rule 144 under the 1933 Act, or (iii) otherwise in a transaction exempt from or not subject to the registration requirements of the 1933 Act.

SHAREHOLDER SIGNATURE(S)

This box must be signed by the registered Shareholder(s) exactly as the registered Shareholder’s(s’) name(s) appear(s) on the certificate evidencing the Shares. See Instruction 3 .

If the signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or any other person acting in a fiduciary or representative capacity, please provide the information described in Instruction 5 .

Name: _________________________________________

( please print )

Signature: _______________________________________

Capacity (Title): ___________________________________

Address: ________________________________________

_________________________________________

Telephone: ________________________________________

By signing above, and unless the Shareholder has completed Step 3 – Hold for Pick-Up , Step 4 – Special Delivery Instructions or Step 5 – Special Registration Instructions (in which case registration or delivery should be made in accordance with those instructions), the New Common Shares and the Warrants to be issued to such Shareholder pursuant to the Recapitalization will be issued in the name of the Shareholder and forwarded to it at the address specified above (or if no such address or delivery instructions are made, to the latest address as shown on the registers of Shareholders maintained by or on behalf of Yellow Media).

If the Recapitalization is not completed, the Shareholder directs the Depositary to return the enclosed certificate(s) in accordance with the instructions in the preceding sentence.

U.S. SHAREHOLDER . See Instruction 8 .	A "U.S. Shareholder" is any Shareholder that is either (i) providing an address under " Step 2 - Authorization " which is located within the United States or any territory or possession thereof or (ii) a U.S. person for United States federal income tax purposes. Indicate whether or not you are a U.S. Shareholder or are acting on behalf of a U.S. Shareholder:
	☐	The owner signing this Letter of Transmittal represents that it is not a U.S. Shareholder and is not acting on behalf of a U.S. Shareholder; or
	☐	The owner signing this Letter of Transmittal is a U.S. Shareholder or is acting on behalf of a U.S. Shareholder.

By reason of use by the Shareholder of this Letter of Transmittal in the English language, the Shareholder is deemed to have required that any contract evidenced by the Recapitalization as accepted through this Letter of Transmittal, as well as all documents related thereto, be drawn exclusively in the English language. En utilisant une version anglaise de cette lettre d’envoi, le détenteur de valeur mobilière est réputé avoir exigé que tout contrat attesté par la Restructuration du capital, tel qu’il est accepté au moyen de cette lettre d’envoi, de même que tous les documents qui s’y rapportent, soient rédigés exclusivement en anglais.

STEP 3

HOLD FOR PICK-UP

☐	Check here if the New Common Shares and the Warrants are to be held for pick-up at the office of the Depositary at which this Letter of Transmittal is deposited.

STEP 4

SPECIAL DELIVERY INSTRUCTIONS

A Shareholder must complete this step only if it wishes to have the New Common Shares and the Warrants delivered to an address other than the latest address as shown on the registers of Shareholders maintained by or on behalf of Yellow Media.

SPECIAL DELIVERY INSTRUCTIONS

See Instructions 2 and 4 .

Name: __________________________________________

( please print )

Address: _________________________________________

_________________________________________

Telephone: ________________________________________

If this Step 4 has been completed, please ensure to complete Step 6 .

STEP 5

SPECIAL REGISTRATION INSTRUCTIONS

See Instructions 2 and 4 .

Name: _________________________________________

( please print )

Address: _________________________________________

_________________________________________

Telephone: _______________________________________

If this Step 5 has been completed, please ensure to complete Step 6 .

STEP 6

SIGNATURE GUARANTEE

A Shareholder does not have to complete this step if it is the registered holder of the certificate(s) evidencing the Shares delivered with this Letter of Transmittal and has not completed either (i) Step 4 – Special Delivery Instructions or (ii) Step 5 – Special Registration Instructions .

In all other cases, a Shareholder must complete this Step 6 by having its signature on this Letter of Transmittal guaranteed by an Eligible Institution, as such term is defined in Instruction 4 below (both a signature guarantee and a medallion guarantee are required).

GUARANTEE OF SIGNATURE(S)

Authorized Signature on behalf of Eligible Institution.

See Instructions 2 and 4 .

Name: ___________________________________________

( please print )

Signature: ________________________________________

Name of Firm: _____________________________________

Address: _________________________________________

_________________________________________

Telephone: ________________________________________

Dated: ____________________________________________

INSTRUCTIONS

1.	Use of Letter of Transmittal

	This Letter of Transmittal (or a manually executed copy hereof) properly completed and signed as required by the instructions set forth below, together with any accompanying certificate(s) evidencing the Shares and all other documents required pursuant to the Recapitalization, must be received by the Depositary at the address specified on the back page of this document.

	The method used to deliver this Letter of Transmittal and any accompanying certificate(s) evidencing the Shares and all other required documents is at the option and risk of the person depositing same, and delivery will be deemed effective only when such documents are actually received. It is recommended that the necessary documentation be hand delivered to the Depositary, at the address specified on the back page of this document, and a receipt obtained. However, if such documents are mailed, it is recommended that registered mail be used and that proper insurance be obtained.

2.	Hold for Pick-Up, Special Delivery or Special Registration Instructions

	Step 3 should be completed only if the New Common Shares and the Warrants are to be held by the Depositary for pick-up. Step 4 must be completed if the New Common Shares and the Warrants are to be sent to someone other than the person signing this Letter of Transmittal, or to the person signing this Letter of Transmittal at an address other than the address appearing on the registers of Shareholders maintained by or on behalf of Yellow Media. Step 5 should be completed if the New Common Shares and the Warrants are to be issued in the name of a person other than the person signing this Letter of Transmittal. If either Step 4 or Step 5 are completed, the signature on this Letter of Transmittal must be guaranteed. See Step 6 above and Instruction 4 below.

3.	Signatures

	This Letter of Transmittal must be completed and signed by the Shareholder, or by such Shareholder’s duly authorized representative (in accordance with Instruction 5 below).

	(a)	If this Letter of Transmittal is signed by the registered owner(s) of the accompanying certificate(s), such signature(s) on this Letter of Transmittal must correspond with the name(s) as registered or as written on the face of such certificate(s) without any change whatsoever, and the certificate(s) need not be endorsed. If such transmitted certificate(s) are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

	(b)	If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Shares or if the New Common Shares and the Warrants are to be issued to a person other than the registered holder(s):

		(i)	such deposited certificate(s) must be endorsed or be accompanied by an appropriate share transfer power of attorney duly and properly completed by the registered owner(s); and

		(ii)	the signature(s) on such endorsement or power of attorney must correspond exactly to the name(s) of the registered owner(s) as registered or as appearing on the certificate(s) and must be guaranteed in accordance with Instruction 4 below.

4.	Guarantee of Signatures

	If this Letter of Transmittal is executed by a person other than the registered Shareholder(s), or if the New Common Shares and the Warrants are to be issued to a person other than the registered Shareholder(s) or sent to an address other than the address of the registered Shareholders(s) as shown on the registers of Shareholders maintained by or on behalf of Yellow Media, such signature must be guaranteed by an Eligible Institution (as defined herein), or in some other manner satisfactory to the Depositary.

	An " Eligible Institution " means a Canadian Schedule 1 chartered bank, a member of the Securities Transfer Agent Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized stock exchange in Canada, members of the Investment Industry Regulatory Organization of Canada, members of the National Association of Securities Dealers or banks and trust companies in the United States.

5.	Fiduciaries, Representatives and Authorizations

	Where this Letter of Transmittal or any certificate or security transfer or power of attorney is executed by a person as an executor, administrator, trustee, guardian, attorney-in-fact, or agent or on behalf of a corporation, partnership or association or is executed by any other person acting in a fiduciary or representative capacity, this Letter of Transmittal must be accompanied by satisfactory evidence of such person’s authority to act. The Depositary, in its sole discretion, may require additional evidence of authority or additional documentation.

6.	Miscellaneous

	(a)	If the space on this Letter of Transmittal is insufficient to list all certificates for Shares, additional certificate numbers and the number of Shares represented thereby may be included on a separate signed list affixed to this Letter of Transmittal.

	(b)	If Shares are registered in different forms (e.g. "John Doe" and "J. Doe"), a separate Letter of Transmittal should be signed for each different registration.

	(c)	No alternative, conditional or contingent deposits will be accepted. All depositing Shareholders waive, by execution of this Letter of Transmittal (or a copy thereof), any right to receive any notice of any defect or irregularity in any deposit.

	(d)	The Shareholders covered by this Letter of Transmittal hereby unconditionally and irrevocably attorn to the non-exclusive jurisdiction of the courts of the Province of Québec.


	(e)	Additional copies of the Letter of Transmittal may be obtained on request and without charge from the Depositary at the address specified on the back page of this document.

7.	Lost Certificates

	If a certificate evidencing a Share has been lost or destroyed, this Letter of Transmittal should be completed as fully as possible and forwarded, together with a letter describing the loss or destruction of such, to the Depositary. The Depositary will respond to advise you of the replacement requirements.

8.	Shareholders and Internal Revenue Service ("IRS") Form W-9 and IRS Form W-8

	United States federal income tax law generally requires that a Shareholder who receives consideration in exchange for Shares provide the Depositary with (i) its correct Taxpayer Identification Number ("TIN") on a completed IRS Form W-9 if such Shareholder is a U.S. person for U.S. federal income tax purposes ("U.S. Holder"), or (ii) the appropriate and properly completed IRS Form W-8 if the Shareholder is not a U.S. Holder. In the case of a U.S. Holder who is an individual, the TIN is generally the individual’s social security number. If the Depositary is not provided with the correct information or an adequate basis for an exemption, the Shareholder may be subject to penalties imposed by the IRS and backup withholding (currently) at a rate of 28%. If withholding results in an overpayment of taxes, a refund may be obtained, provided that the requisite information is correctly furnished to the IRS in a timely manner.

	To prevent backup withholding, each U.S. Holder must timely provide the Depositary with the U.S. Holder’s correct TIN on IRS Form W-9, attached hereto, (or available from the IRS by calling 1-800-TAX-FORM (1-800-829-3676) or from the IRS website at http://www.irs.gov), which requires such U.S. Holder to certify under penalties of perjury, (1) that the TIN provided is correct (or that such U.S Holder is awaiting a TIN), (2) that (i) the U.S. Holder is exempt from backup withholding, (ii) the U.S. Holder has not been notified by the IRS that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends or (iii) the IRS has notified the U.S. Holder that he, she or it is no longer subject to backup withholding, and (3) that the U.S. Holder is a U.S. person for U.S. federal income tax purposes (including a U.S. resident alien).

	Certain Shareholders (including, among others, certain corporations and certain non-U.S. persons) are exempt from backup withholding and reporting requirements. To prevent possible erroneous backup withholding, a U.S. Holder exempt from backup withholding should furnish its TIN, check the box labeled "Exempt from backup withholding", and sign, date and send the IRS Form W-9 to the Depositary.

	If a U.S. Holder does not have a TIN, such U.S. Holder should: (i) consult the attached IRS Form W-9 for instructions on applying for a TIN, (ii) write "Applied For" in the space for the TIN in Part 1 of the IRS Form W-9, and (iii) sign and date the IRS Form W-9. In such case, back-up withholding may apply to any payment made to such U.S. Holder prior to the time a properly certified TIN is provided to the Depositary, and if the Depositary is not provided with a TIN within sixty (60) days, such withheld amounts will be paid over to the IRS.

	If the IRS Form W-9 is not applicable to a Shareholder because such Shareholder is not a U.S. person for U.S. federal income tax purposes, such Shareholder will instead need to submit an appropriate and properly completed IRS Form W-8, signed under penalty of perjury. IRS Form W-8BEN (or other appropriate Form W-8) may be obtained from the Depositary.

	A SHAREHOLDER WHO FAILS TO PROPERLY COMPLETE THE IRS FORM W-9 ATTACHED TO THIS LETTER OF TRANSMITTAL OR, IF APPLICABLE, THE APPROPRIATE IRS FORM W-8, MAY BE SUBJECT TO BACKUP WITHHOLDING OF 28% (CURRENTLY) OF THE GROSS PROCEEDS OF ANY PAYMENTS MADE TO SUCH SHAREHOLDER PURSUANT TO THE OFFER. SEE IRS FORM W-9 ATTACHED HERETO FOR ADDITIONAL INFORMATION.

	Internal Revenue Service Circular 230 Notice

	TO ENSURE COMPLIANCE WITH INTERNAL REVENUE SERVICE CIRCULAR 230, YOU ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF UNITED STATES FEDERAL TAX ISSUES IN THIS LETTER OF TRANSMITTAL IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, BY SHAREHOLDERS FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON SHAREHOLDERS UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED; (B) SUCH DISCUSSION IS WRITTEN TO SUPPORT THE PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C) SHAREHOLDERS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

INTERNAL REVENUE SERVICE FORM W-9

Office of the Depositary:

By Mail :

Canadian Stock Transfer Company Inc.

Attention: Corporate Restructures

P.O Box 1036

Adelaide Street Postal Station

Toronto, Ontario

M5C 2K4

By Hand or Courier :

Canadian Stock Transfer Company Inc.

Attention: Corporate Restructures

320 Bay Street

Basement Level (B1)

Toronto, Ontario

M5H 4A6

Any questions and requests for assistance with completing this Letter of Transmittal may be directed to the Depositary at 1-800-387-0825 or (416) 682-3860 or by sending an email to inquiries@canstockta.com.

Exhibit T3E.4

AMENDED AND RESTATED PLAN OF ARRANGEMENT

UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT

ARTICLE 1

INTERPRETATION

1.1	Definitions.

In this Plan of Arrangement, unless otherwise stated or unless the context otherwise requires:

	(a)	" Advisors " means Bennett Jones LLP, in its capacity as legal advisor to the Initial Consenting Creditors, and Moelis & Company, in its capacity as financial advisor to the Initial Consenting Creditors;
	(b)	" Affected Unsecured Debt " means, as at the relevant time, collectively, (i) the Credit Facility Debt and (ii) the MTN Notes;
	(c)	" Arrangement " means the arrangement under Section 192 of the CBCA, on the terms and subject to the conditions set forth in this Plan of Arrangement subject to any amendments or variations made thereto in accordance with this Plan of Arrangement or made at the direction of the Court;
	(d)	" Arrangement Agreement " means the Arrangement Agreement dated July 23, 2012, among YMI, New YMI and YPG, as may be amended, restated, varied, modified or supplemented from time to time;
	(e)	" Business Day " means a day, other than a Saturday or a Sunday, on which commercial banks are generally open for business in Montréal, Québec and Toronto, Ontario;
	(f)	" Canpages " means Canpages Inc., a CBCA corporation;
	(g)	" CBCA " means the Canada Business Corporations Act , R. S. C. 1985, c. C-44, as now in effect and as it may be amended from time to time prior to the Effective Date;
	(h)	" CDS " means CDS Clearing and Depository Services Inc. or any successor thereof;

	(i)	" Certificate " means the certificate giving effect to the Arrangement, which shall be issued by the Director pursuant to section 192(7) of the CBCA upon receipt of the articles of arrangement in accordance with section 262 of the CBCA;
	(j)	" Common Shares " means the common shares in the capital of YMI;
	(k)	" Companies Released Parties " means, collectively, YMI, New YMI, the Credit Facility Guarantors, the MTN Guarantors and their respective Subsidiaries and affiliates and their respective present and former shareholders, officers, directors, trustees, employees, auditors, financial advisors, legal counsel and agents;
	(l)	" Convertible Debenture Indenture " means the trust indenture dated July 8, 2010, among YMI, Yellow Pages Income Fund, YPG Trust and YPG LP and the Convertible Debenture Trustee in respect of the Convertible Debentures, as supplemented by the first supplemental trust indenture dated November 1, 2010 between YMI and the Convertible Debenture Trustee;
	(m)	" Convertible Debenture Trustee " means BNY Trust Company of Canada, or any successor thereof;
	(n)	" Convertible Debentureholders " means the legal and/or beneficial holders of the Convertible Debentures as at the relevant time;
	(o)	" Convertible Debentures " means the 6.25% convertible unsecured subordinated debentures of YMI due October 1, 2017 issued pursuant to the Convertible Debenture Indenture;
	(p)	" Court " means the Superior Court of Québec, Commercial Division;
	(q)	" Credit Agreement " means the second amended and restated credit agreement, dated September 28, 2011, among, inter alia , YMI, as borrower, the Credit Facility Agent and the Credit Facility Lenders;
	(r)	" Credit Facility Agent " means the Bank of Nova Scotia, as administrative agent, pursuant to the Credit Agreement, or any successor thereof;
	(s)	" Credit Facility Debt " means all amounts owing to the Credit Facility Lenders on account of principal pursuant to and under the Credit Agreement as at the relevant time;

	(t)	" Credit Facility Guarantors " means, collectively, YPG, YPG USA, YPG LLC, Canpages, W2W;
	(u)	" Credit Facility Lenders " means the "Lenders" (as defined under the Credit Agreement) as at the relevant time;
	(v)	" Director " means the Director appointed under Section 260 of the CBCA;
	(w)	" Distribution Record Date " means the close of business on the day that is three Business Days before the Effective Date;
	(x)	" Effective Date " means the date shown on the Certificate, such date to be the date this Plan of Arrangement is implemented;
	(y)	" Entitlements " means all legal, equitable, contractual and any other rights or claims (whether actual or contingent, and whether or not previously asserted) of any Person (i) with respect to or arising out of, or in connection with, the Credit Agreement, the Revolving Facility, the Non-Revolving Facility, the MTN Notes, the MTN Indenture, the Convertible Debentures, the Convertible Debenture Indenture, the Existing Preferred Shares, the Preferred Shares, the Existing Common Shares, the Common Shares and any other equity interest in YMI, as applicable (including any guarantees granted in respect of, or pursuant to, the foregoing) and (ii) to acquire or receive any of the foregoing;
	(z)	" Existing Common Shares " means the Common Shares issued and outstanding as at the relevant time, including, for greater clarity, any Common Shares issued to the Convertible Debentureholders upon exchange or conversion of the Convertible Debentures pursuant to this Plan of Arrangement or otherwise ;
	(aa)	" Existing Debtholders " means, collectively, the Credit Facility Lenders and the MTN Holders;
	(bb)	" Existing Preferred Shares " means, collectively, (i) the 4.25% Cumulative Redeemable First Preferred Shares, Series 1 of YMI, (ii) the 5.00% Cumulative Redeemable First Preferred Shares, Series 2 of YMI, (iii) the Cumulative Rate Reset First Preferred Shares, Series 3 of YMI, (iv) the Cumulative Floating Rate First Preferred Shares, Series 4 of YMI, (v) the Cumulative Rate Reset First Preferred Shares, Series 5 of YMI, (vi) the Cumulative Floating Rate First Preferred Shares, Series 6 of YMI and (vii) the Cumulative Exchangeable First Preferred Shares, Series 7 of YMI; in each case issued and outstanding as at the relevant time;

	(cc)	" Existing Shareholders " means, collectively, the holders of Existing Common Shares (including, for greater clarity, Convertible Debentureholders upon exchange of their Convertible Debentures into Common Shares pursuant to this Plan of Arrangement) and the holders of Existing Preferred Shares;
	(dd)	" Final Order " means the final order of the Court approving the Arrangement, as such order may be amended by the Court at any time prior to the Effective Date, providing, among other things, that the Arrangement is fair and reasonable to all affected parties and that the releases in favour of the Companies Released Parties and the Securityholders' Released Parties be given in accordance with this Plan of Arrangement;
	(ee)	" Governance Memorandum " means the governance memorandum attached to the Support Agreement;
	(ff)	" Governmental Entity " means (i) any international, multinational, national, federal, provincial, territorial, state, municipal, local or other governmental or public department, central bank, court, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the above, (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above, or (iv) stock exchange (including the TSX), automated quotation system, self-regulatory authority or securities regulatory authority;
	(gg)	" Initial Consenting Creditors " means the MTN Holders who executed and became parties to the Support Agreement on July 23, 2012;
	(hh)	" Interim Order " means the interim order of the Court dated July 23, 2012 pursuant to Section 192 of the CBCA, as the same may be amended from time to time by the Court;
	(ii)	" Law " or " Laws " means (i) all constitutions, treaties, laws, statutes, codes, ordinances, principles of common law, orders, decrees, rules, regulations and municipal by-laws, whether domestic, foreign or international, (ii) all judgments, orders, writs, injunctions, decisions, rulings, decrees, directions, sanctions and awards of any Governmental Entity, and (iii) all policies, practices and guidelines of any Governmental Entity which, although not actually having the force of law, are considered by such Governmental Entity as requiring compliance as if having the force of law or which establish the interpretative position of the Law by such Governmental Entity, in each case binding on or affecting the Party or Person referred to in the context in which such word is used;

	(jj)	" Meetings " means, collectively, (i) the meeting (the " Debtholders' Meeting ") of the Credit Facility Lenders, the MTN Holders and those Convertible Debentureholders that have exercised the election to opt-out of the Shareholders' Meeting and attend and vote at the Debtholders' Meeting and (ii) the meeting (the " Shareholders' Meeting ") of the Existing Shareholders (other than those Convertible Debentureholders that have exercised the election to opt-out of the Shareholders' Meeting and attend and vote at the Debtholders' Meeting), in each case in accordance with the provisions of the Interim Order, and includes any adjournment, postponement or other rescheduling of such meetings;
	(kk)	" MTN Guarantors " means, collectively, Canpages, YPG, YPG LLC, YPG USA and W2W;
	(ll)	" MTN Holders " means the legal and/or beneficial holders of the MTN Notes, as at the relevant time;
	(mm)	" MTN Indenture " means the trust indenture, dated April 21, 2004, among YPG Holdings Inc., the MTN Trustee, Yellow Pages Income Fund, YPG LP and YPG, in respect of the MTN Notes, as supplemented by the first supplemental trust indenture dated November 1, 2010 among YMI, YPG and the MTN Trustee;
	(nn)	" MTN Notes " means, collectively, (i) the 5.71% Medium Term Notes, Series 2, due April 21, 2014 issued by YMI, (ii) the 5.85% Medium Term Notes, Series 3, due November 18, 2019 issued by YMI, (iii) the 5.25% Medium Term Notes, Series 4, due February 15, 2016 issued by YMI, (iv) the 6.25% Medium Term Notes, Series 5, due February 15, 2036 issued by YMI, (v) the 7.30% Medium Term Notes, Series 7, due February 2, 2015 issued by YMI, (vi) the 6.85% Medium Term Notes, Series 8, due December 3, 2013 issued by YMI, (vii) the 6.50% Medium Term Notes, Series 9, due July 10, 2013 issued by YMI, and (viii) the 7.75% Medium Term Notes, Series 10, due March 2, 2020 issued by YMI;
	(oo)	" MTN Trustee " means CIBC Mellon Trust Company, or any successor thereof;
	(pp)	" New Employee Incentive Plan " means the new employee incentive plan implementing the new employee incentive plan described in the management proxy circular dated July 30, 2012;

	(qq)	" New Senior Note Indenture " means the indenture in respect of the New Senior Notes among, inter alia , YMI (or, alternatively, if the steps set forth in Section 4.3 are implemented, New YMI) and the New Senior Note Trustee, to be dated as of the Effective Date, implementing the description of the New Senior Note Indenture attached to the Support Agreement;
	(rr)	" New Senior Note Trustee " means collectively BNY Trust Company of Canada as Canadian trustee and The Bank of New York Mellon as U.S trustee, or any successors thereof;
	(ss)	" New Senior Notes " means the 9% Senior Secured Notes due November 30, 2018 in the principal amount of $750 million issued by YMI (or, alternatively, if the steps set forth in Section 4.3 are implemented, by New YMI), such notes to be governed by the New Senior Note Indenture;
	(tt)	" New Senior Security Agreements " means all guarantees and security agreements contemplated under the New Senior Note Indenture;
	(uu)	" New Subordinated Debenture Indenture " means the indenture in respect of the New Subordinated Debentures among, inter alia , YMI (or, alternatively, if the steps set forth in Section 4.3 are implemented, New YMI) and the New Subordinated Debenture Trustee, to be dated as of the Effective Date, implementing the description of the New Subordinated Debenture Indenture attached to the Support Agreement;
	(vv)	" New Subordinated Debenture Trustee " means BNY Trust Company of Canada, or any successor thereof;
	(ww)	" New Subordinated Debentures " means the exchangeable subordinated debentures due November 30, 2022 in the principal amount of $100 million issued by YMI (or, alternatively, if the steps set forth in Section 4.3 are implemented, convertible subordinated debentures due November 30, 2022 in the principal amount of $100 million issued by New YMI), such debentures to be governed by the New Subordinated Debenture Indenture;
	(xx)	" New Subordinated Guarantees Agreements " means all guarantees agreements contemplated under the New Subordinated Debenture Indenture;
	(yy)	" New YMI " means 8254320 Canada Inc., a CBCA corporation;

	(zz)	" New YMI Common Shares " means the common shares in the capital of New YMI;
	(aaa)	" Newco1 " means 8254338 Canada Inc., a CBCA corporation;
	(bbb)	" Non-Revolving Facility " means the $250 million non-revolving tranche under the Credit Agreement maturing on February 18, 2013;
	(ccc)	" Obligations " means all obligations, liabilities and indebtedness of the YMI Companies under the Credit Agreement, the Revolving Facility, the Non-Revolving Facility, the MTN Notes, the MTN Indenture, the Convertible Debentures, the Convertible Debenture Indenture, the Existing Preferred Shares and the Existing Common Shares as at the Effective Date, including the obligations, liabilities and indebtedness of the YMI Companies as guarantors under the Credit Agreement, the Revolving Facility, the Non-Revolving Facility, the MTN Notes and the MTN Indenture;
	(ddd)	" Order " means any order of the Court relating to the Recapitalization, including the Interim Order and the Final Order;
	(eee)	" Person " means any individual, firm, partnership, joint venture, venture capital fund, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate (including a limited liability company and an unlimited liability company), corporation, unincorporated association or organization, Governmental Entity, syndicate or other entity, whether or not having legal status;
	(fff)	" Plan of Arrangement " means this amended and restated plan of arrangement pursuant to Section 192 of the CBCA, as amended, restated, varied, modified or supplemented (including by the Step Confirmation Notice, if any) from time to time, in accordance with the terms herein;
	(ggg)	" Preferred Shares " means the cumulative redeemable first preferred shares in the capital of YMI;
	(hhh)	" Recapitalization " means the recapitalization of the YMI Companies as set out in this Plan of Arrangement and the transactions contemplated herein;

	(iii)	" Revolving Facility " means the $250 million revolving tranche under the Credit Agreement maturing on February 18, 2013;
	(jjj)	"Securityholders' Released Parties " means, collectively, the Credit Facility Lenders, the Credit Facility Agent, the MTN Holders, the MTN Trustee, the Convertible Debentureholders, the Convertible Debenture Trustee, the Existing Shareholders, and their respective Subsidiaries and affiliates and their respective present and former shareholders, officers, directors, employees, auditors, financial advisors, legal counsel and agents;
	(kkk)	" Step Confirmation Notice " means the notice, if any, provided by YMI prior to the date of the hearing for the Final Order, such notice to contain nothing other than a statement specifying that the steps and transactions set forth in Section 4.3 are to be implemented by the YMI Companies in lieu of the steps and transactions set forth in Section 4.2;
	(lll)	" Subsidiaries " means "subsidiaries" as defined in National Instrument 45-106 – Prospectus and Registration Exemptions ;
	(mmm)	" Support Agreement " means the support agreement and all schedules attached thereto among, inter alia , YMI and certain MTN Holders (whether as original signatories or by way of joinder agreements), pursuant to which, inter alia , such MTN Holders have agreed to support and vote in favour of the Recapitalization, subject to the terms and conditions specified therein;
	(nnn)	" TSX " means The Toronto Stock Exchange;
	(ooo)	" W2W " means Wall2Wall Media Inc., a CBCA corporation;
	(ppp)	" Warrant Indenture " means the warrant indenture in respect of the Warrants among New YMI and the warrant indenture trustee, to be dated as of the Effective Date, substantially in the form and substance attached to the Support Agreement;
	(qqq)	" Warrants " means the warrants to purchase one New YMI Common Share per warrant at an exercise price equal to $29.25 with a term of 10 years issued by New YMI, such warrants to be governed by the Warrant Indenture;
	(rrr)	" YMI " means Yellow Media Inc., a CBCA corporation;

	(sss)	" YMI First Ranking Preferred Shares" means the new voting preferred shares in the capital of YMI to be created by amendment to the articles of YMI and entitling its holder to one vote per preferred share and a first-ranking liquidation preference for an amount per share equal to the consideration received by YMI for such share at the time of its issuance;
	(ttt)	" YMI Companies " means YMI, New YMI and their direct and indirect Subsidiaries;
	(uuu)	" YPG " means Yellow Pages Group Corp., a CBCA corporation;
	(vvv)	" YPG Notes " means, at any relevant time, all outstanding interest bearing promissory notes issued by YPG in favour of YMI;
	(www)	" YPG LLC " means Yellow Pages Group, LLC, a Delaware company; and
	(xxx)	" YPG USA " means YPG (USA) Holdings, Inc., a Delaware company.

1.2	Other Defined Terms.

In addition to the defined terms in Section 1.1, each of the following capitalized terms shall have the meaning ascribed thereto in the corresponding sections:

	Term	Section

	Claims	6.4
	Convertible Debenture Trustee Fees	3.1(b)
	Credit Facility Agent Fees	2.3
	Debtholders' Consideration	2.2
	Debtholders' Meeting	1.1(jj)
	Interest Payments	2.1(a)
	MTN Trustee Fees	2.3
	RSUs	4.2(c)
	Shareholders' Consideration	3.2(b)
	Shareholders' Meeting	1.1(jj)

1.3

Currency.

Unless otherwise specified, all references to dollars or to $ are expressed in Canadian currency.

1.4	Accounting Terms.

All accounting terms used in this Plan of Arrangement are to be interpreted in accordance with the International Financial Reporting Standards as issued by the International Accounting Standards Board.

1.5	Articles of Reference.

The terms "hereof", "hereunder", "herein" and similar expressions refer to this Plan of Arrangement and not to any particular article, section, subsection, clause or paragraph of this Plan of Arrangement and include any agreements supplemental hereto. In this Plan of Arrangement, a reference to an article, section, subsection, clause or paragraph shall, unless otherwise stated, refer to an article, section, subsection, clause or paragraph of this Plan of Arrangement.

1.6	Interpretation Not Affected by Headings.

The division of this Plan of Arrangement into articles, sections, subsections, clauses and paragraphs and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Plan of Arrangement.

1.7	Date for Any Action.

In the event that any date on which any action is required to be taken hereunder is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

1.8

Time.

All times expressed herein are local time in Montreal, Québec, Canada unless otherwise stipulated.

1.9	Number, etc.

In this Plan of Arrangement, where the context requires, (i) a word importing the singular number shall include the plural and vice versa; (ii) a word or words importing gender shall include all genders and (iii) the words "including" and "includes" mean "including (or includes) without limitation".

1.10	Statutory References.

Except as provided herein, any reference in this Plan of Arrangement to a statute includes all rules, regulations and policies made pursuant to such statute in force from time to time and, unless otherwise specified, the provisions of any statute, regulation, rule or policy which amends, supplements, replaces or supersedes any such statute, regulation, rule or policy.

1.11	Successors and Assigns.

This Plan of Arrangement shall be binding upon and shall enure to the benefit of the heirs, administrators, executors, legal personal representatives, successors and assigns of any Person named or referred to in this Plan of Arrangement.

1.12	Governing Law.

This Plan of Arrangement shall be governed by and construed in accordance with the Laws of Québec and the federal Laws of Canada applicable therein. All questions as to the interpretation or application of this Plan of Arrangement and all proceedings taken in connection with this Plan of Arrangement shall be subject to the exclusive jurisdiction of the Court.

ARTICLE 2

TREATMENT OF EXISTING DEBTHOLDERS

2.1	Payment of Interest under the Credit Agreement and the MTN Notes.

(a)	On the Effective Date, in accordance with the steps and sequences set forth in this Plan of Arrangement, YMI shall pay, in cash, the following (collectively, the " Interest Payments "):
	(i)	in respect of the Credit Agreement, any accrued and unpaid interest as at (but not including) the Effective Date under the Credit Agreement to the Credit Facility Lenders; and
	(ii)	in respect of the MTN Notes and the MTN Indenture, any accrued and unpaid interest as at (but not including) the Effective Date under the MTN Notes and the MTN Indenture to the MTN Holders (based on the interest payment provided for each series of MTN Notes to the holders of such series).
(b)	Other than pursuant to Sections 2.1(a) and 2.2(a), no payment of any kind, including of interest, default interest, excess interest, compound interest, special interest, additional amounts, fees, expenses, costs, charges, make-whole payments, penalties or any such other similar amounts, whether imposed in connection with a payment failure or a prepayment or otherwise, shall be payable to the Existing Debtholders.

2.2	Treatment of Existing Debtholders.

(a)

On the Effective Date, in accordance with the steps and sequences set forth in this Plan of Arrangement, each Existing Debtholder shall receive, in exchange for all of its right, title and interest in and to the Affected Unsecured Debt, its share, pro rata to the principal amount of its Affected Unsecured Debt, of the following (the " Debtholders' Consideration "):

	(i)	the New Senior Notes;
	(ii)	the New Subordinated Debentures;
	(iii)	approximately 23,062,947 New YMI Common Shares.; and
	(iv)	$250 million in cash.
(b)	Each Existing Debtholder shall and shall be deemed to irrevocably and finally exchange all of its right, title and interest in and to its Affected Unsecured Debt for its pro rata share (based on its principal amount of Affected Unsecured Debt) of the Debtholders' Consideration. The pro rata share of the Debtholders' Consideration paid, delivered and issued to the Existing Debtholders (along with the payment of accrued and unpaid interest pursuant to Section 2.1(a)) shall be, and shall be deemed to be, received by the Existing Debtholders in full and final consideration for the exchange of the Affected Unsecured Debt.

2.3	Payment of Credit Facility Agent and MTN Trustee Fees

On the Effective Date, in accordance with the steps and sequences set forth in this Plan of Arrangement, YMI shall pay, in cash, the following:

	(a)	the reasonable fees and expenses, as incurred as at (but not including) the Effective Date, of the Credit Facility Agent (as consented by the YMI Companies, acting reasonably), strictly in its capacity as administrative agent under the Credit Agreement, subject to Section 12.5(a) of the Credit Agreement and any applicable contractual arrangement (the " Credit Facility Agent Fees "); and
	(b)	the reasonable fees and expenses, as incurred as at (but not including) the Effective Date, of the MTN Trustee (as consented by the YMI Companies, acting reasonably), strictly in its capacity as trustee under the MTN Indenture, subject to Section 7.1(e) of the MTN Indenture and any applicable contractual arrangement (the " MTN Trustee Fees ").

2.4	Extinguishment of Affected Unsecured Debt, etc.

Pursuant to the Arrangement and in accordance with the steps and sequences set forth in this Plan of Arrangement and immediately following the exchange of the Affected Unsecured Debt pursuant to Section 2.2, the Credit Agreement, the Revolving Facility, the Non-Revolving Facility, the MTN Notes, the MTN Indenture (except solely, in the case of the Credit Agreement and the MTN Indenture, to the extent necessary to effect distributions to the Credit Facility Lenders or beneficial holders of the MTN Notes, respectively, pursuant to Section 4.7) and all Obligations and Entitlements related thereto shall be irrevocably and finally settled, terminated, extinguished, cancelled and eliminated, as applicable, the whole without the need of any further payment or otherwise.

ARTICLE 3

TREATMENT OF EXISTING SHAREHOLDERS

3.1	Exchange and Extinguishment of Convertible Debentures.

	(a)	On the Effective Date, in accordance with the steps and sequences set forth in this Plan of Arrangement, each Convertible Debentureholder shall and shall be deemed to irrevocably and finally exchange all of its right, title and interest in and to the Convertible Debentures for Common Shares on the basis of 50 Common Shares for each $100 in principal amount of Convertible Debentures (fractional shares being disregarded). Upon such exchange, and in accordance with the steps and sequences set forth in this Plan of Arrangement, each holder of such Existing Common Shares for which the Convertible Debentures shall have been exchanged shall be entitled to its pro rata share of the Shareholders' Consideration as provided in Section 3.2. Pursuant to the Arrangement and in accordance with the steps and sequences set forth in this Plan of Arrangement and immediately following the exchange of the Convertible Debentures pursuant to this Section 3.1(a), the Convertible Debentures and the Convertible Debenture Indenture (except solely, in the case of the Convertible Debenture Indenture, to the extent necessary to effect distributions pursuant to Section 4.7) and all Obligations and Entitlements related to the Convertible Debentures and the Convertible Debenture Indenture shall be irrevocably and finally settled, terminated, extinguished, cancelled and eliminated, as applicable, the whole without the need of any further payment or otherwise.
	(b)	On the Effective Date, in accordance with the steps and sequences set forth in this Plan of Arrangement, YMI shall pay, in cash, the reasonable fees and expenses, as incurred as at (but not including) the Effective Date, of the Convertible Debenture Trustee (as consented by the YMI Companies, acting reasonably), strictly in its capacity as trustee under the Convertible Debenture Indenture, subject to Section 10.2 of the Convertible Debenture Indenture and any applicable contractual arrangement (the " Convertible Debenture Trustee Fees ").
	(c)	Other than pursuant to Sections 3.1(a), 3.1(b) and 3.2(b), no payment of any kind, including of interest, default interest, excess interest, compound interest, special interest, additional amounts, fees, expenses, costs, charges, make-whole payments, penalties or any such other similar amounts, whether imposed in connection with a payment failure or a prepayment or otherwise, shall be payable to the Convertible Debentureholders or in respect of the Convertible Debentures. For greater certainty, any claim in respect of accrued interest on Convertible Debentures converted into Common Shares in accordance with the terms of the Convertible Debenture Indenture prior to the Effective Date shall also be irrevocably and finally settled, terminated, extinguished, cancelled and eliminated, as applicable, without the need of any further payment or otherwise.

3.2	Treatment of Existing Shareholders.

(a)	For purposes of calculating the pro rata share of each Existing Shareholder under this Section 3.2:
	(i)	the Existing Preferred Shares shall be treated as if they had been converted into Existing Common Shares (whether or not specifically convertible) on the following basis (any resulting fractional shares being disregarded): (x) each Existing Preferred Share other than the Cumulative Exchangeable First Preferred Shares, Series 7 shall be considered to be the equivalent of 12.5 Existing Common Shares, and (y) each Cumulative Exchangeable First Preferred Shares, Series 7 shall be considered to be the equivalent of 3.75 Existing Common Shares; and
	(ii)	for greater clarity, the Existing Common Shares shall include Common Shares issued or issuable upon conversion of, or in exchange for, the Convertible Debentures (whether pursuant to the terms of the Convertible Debenture Indenture or this Plan of Arrangement).
(b)	On the Effective Date, in accordance with the steps and sequence set forth in this Plan of Arrangement, each Existing Shareholder shall receive its pro rata share of approximately 4,892,140 New YMI Common Shares and 2,795,509 Warrants (collectively, the " Shareholders' Consideration ").
(c)	Each Existing Shareholder shall and shall be deemed to irrevocably and finally exchange, if applicable in accordance with the steps and sequences set forth in Section 4.2 of this Plan of Arrangement, all of its right, title and interest in and to the Existing Preferred Shares and the Existing Common Shares for its pro rata share of the Shareholders' Consideration. The pro rata share of the Shareholders' Consideration delivered and issued to the Existing Shareholders shall be, and shall be deemed to be, received by the Existing Shareholders in full and final consideration for the Existing Preferred Shares and the Existing Common Shares.

3.3	Cancellation of Existing Preferred Shares and Existing Common Shares and etc.

Pursuant to the Arrangement and in accordance with the steps and sequences set forth in this Plan of Arrangement, and upon the exchange of the Existing Preferred Shares and the Existing Common Shares pursuant to Step 4.2(j) or, alternatively, if the steps set forth in Section 4.3 are implemented, upon the liquidation pursuant to Step 4.3(k), the Existing Preferred Shares and the Existing Common Shares and all Obligations and Entitlements related thereto shall be irrevocably and finally extinguished, cancelled and eliminated, as applicable, the whole without the need of any further payment or otherwise.

3.4	Share Capital of New YMI upon Implementation of this Plan of Arrangement.

After giving effect to this Plan of Arrangement, the issued and outstanding share capital of New YMI shall consist only of approximately 27,955,087 New YMI Common Shares and 2,795,509 Warrants. All New YMI Common Shares issued and outstanding as a result of the application of this Plan of Arrangement shall be deemed issued and outstanding as fully-paid and non-assessable. The amount added to the stated capital of the New YMI Common Shares issued in accordance with this Plan of Arrangement shall be equal to the fair market value of the consideration received by New YMI for the issuance of such New YMI Common Shares.

ARTICLE 4

MEANS FOR IMPLEMENTATION OF THE ARRANGEMENT

4.1	Preliminary Steps Prior to the Arrangement.

The Arrangement described in Section 4.2 is subject to the prior satisfaction or performance of the following preliminary steps prior to the Effective Date as condition precedent to the implementation of this Plan of Arrangement:

	(a)	YMI transfers to Newco1 the YPG Notes (with the exception of certain selected YPG Notes, as determined by YMI) in consideration for 100 common shares in the capital of Newco1;
	(b)	YMI transfers all of the shares it holds in the capital of Newco1 to YPG in consideration for one common share in the capital of YPG;
	(c)	the stated capital of the common shares of Newco1 is reduced to $1 without any payment; and
	(d)	Newco1 is liquidated into YPG and shall be dissolved as soon as practicable thereafter by the filing of articles of dissolution.

4.2	Steps of the Arrangement.

On the Effective Date, the following shall be deemed to occur as the steps of the Arrangement, in the following order and sequence, without any further act or formality:

	(a)	the articles of YMI are amended to (i) create the YMI First Ranking Preferred Shares and (ii) amend the name of YMI to "YPG Financing Inc.";
	(b)	the articles of New YMI are amended to (i) fix the minimum number of directors to three and (ii) amend the name of New YMI to "Yellow Media Ltd.";
	(c)	the holders of restricted share units (" RSUs ") under the Restricted Share Unit Plan of YMI surrender their RSUs in consideration for the payment in cash of the volume weighted average price of the underlying Existing Common Shares for the five trading days immediately preceding the day before the Effective Date. YPG, as administrator of the Restricted Share Unit Plan, instructs the trustee to donate the Existing Common Shares it holds in connection with the Restricted Share Unit Plan to YMI for cancellation for no consideration. The outstanding options issued under the Management Stock Options Plan of YMI and the 2010 Stock Option Plan of YMI are cancelled for no consideration;
	(d)	the Management Stock Options Plan of YMI, the 2010 Stock Option Plan of YMI, the Restricted Share Unit Plan of YMI and the Deferred Share Unit Plan of YMI and all rights under such plans are terminated, extinguished and cancelled;
	(e)	as described in Section 3.1, the Convertible Debentures of each Convertible Debentureholder are exchanged for Common Shares on the basis of 50 Common Shares for each $100 of principal amount of Convertible Debentures exchanged and the Convertible Debentures and the Convertible Debenture Indenture, including the covenants thereof, (except solely, in the case of the Convertible Debenture Indenture, to the extent necessary to effect distributions pursuant to Section 4.7) and all Obligations and Entitlements related to the Convertible Debentures and the Convertible Debenture Indenture, are irrevocably and finally terminated, extinguished, cancelled and eliminated, as applicable, the whole without the need of any further payment or otherwise;
	(f)	as described in Sections 2.1, 2.3 and 3.1(b), YMI pays the Interest Payments, the Credit Facility Agent Fees, the MTN Trustee Fees and the Convertible Debenture Trustee Fees;

(g)	as described in Section 2.2, the Credit Facility Debt and the MTN Notes are exchanged by YMI in consideration for the pro rata share of the Debtholders' Consideration; it being understood, for greater certainty, that (x) the New Senior Notes are issued by YMI, (y) the New Subordinated Debentures consist of exchangeable subordinated debentures issued by YMI and (z) the New YMI Common Shares are issued by New YMI for the benefit and on behalf of YMI;
(h)	in consideration for approximately 23,062,947 New YMI Common Shares issued and delivered to the Existing Debtholders by New YMI for the benefit and on behalf of YMI, YMI issues to New YMI 1,000 YMI First Ranking Preferred Shares to New YMI and a demand promissory note with an aggregate fair market value equal to such New YMI Common Shares issued to the Existing Debtholders;
(i)	the Credit Agreement, the Revolving Facility, the Non-Revolving Facility, the MTN Notes and the MTN Indenture, including the covenants thereof, (except solely, in the case of the Credit Agreement and the MTN Indenture, to the extent necessary to effect distributions to the Credit Facility Lenders or beneficial holders of the MTN Notes, respectively, pursuant to Section 4.7) and all Obligations and Entitlements related thereto, are irrevocably and finally terminated, extinguished, cancelled and eliminated, as applicable, the whole without the need of any further payment or otherwise;
(j)	as described in Section 3.2:
	(i)	the Existing Preferred Shares are exchanged and cancelled by YMI for the pro rata share of the Shareholders' Consideration;
	(ii)	the Existing Common Shares (including for greater certainty the Existing Common Shares issued pursuant to Step 4.2(e) above) are exchanged and cancelled by YMI for the pro rata share of the Shareholders' Consideration; and
	(iii)	the Existing Preferred Shares and the Existing Common Shares, and all Obligations and Entitlements related thereto, are irrevocably and finally extinguished, cancelled and eliminated, as applicable;
(k)	in consideration for approximately 4,892,140 New YMI Common Shares and 2,795,509 Warrants issued and delivered to the Existing Shareholders by New YMI for the benefit and on behalf of YMI, YMI has an obligation payable to New YMI in an amount equal to the aggregate of the fair market value of such New YMI Common Shares and Warrants issued to the Existing Shareholders;

	(l)	all Entitlements related to the Preferred Shares and the Common Shares, if any, are irrevocably and finally extinguished, cancelled and eliminated;
	(m)	the board of directors of New YMI is replaced in accordance with Section 6.2; and
	(n)	the New Employee Incentive Plan is adopted.

4.3	Alternative Steps of the Arrangement.

Notwithstanding Section 4.2, YMI and New YMI may, at their sole discretion, determine to implement the steps and transactions set forth in this Section 4.3 in lieu of the steps and transactions set forth in Section 4.2 by providing notice to the Advisors and filing of the Step Confirmation Notice on SEDAR at www.sedar.com prior to the date of the hearing for the Final Order.

In such case, in lieu of the steps and transactions set forth in Section 4.2, on the Effective Date, the following shall be deemed to occur as the steps of the Arrangement, in the following order and sequence, without any further act or formality:

	(a)	the articles of YMI are amended to amend the name of YMI to "YPG Financing Inc.";
	(b)	the articles of New YMI are amended to (i) fix the minimum number of directors to three and (ii) amend the name of New YMI to "Yellow Media Ltd.";
	(c)	YPG, YPG USA, YPG LLC and W2W agree to provide the guarantees (and security, as applicable) under the New Senior Security Agreements and the New Subordinated Guarantees Agreements in consideration for, as described in Step 4.3(j) below, the extinguishment and cancellation of the Obligations of the applicable YMI Companies, as guarantors;
	(d)	YMI transfers all of its assets to New YMI (other than the amount of cash necessary to make the cash payments contemplated under Steps 4.3(e), 4.3(h) and 4.3(i)) in consideration for the issuance by New YMI of the New Senior Notes, the New Subordinated Debentures, approximately 27,955,087 New YMI Common Shares and 2,795,509 Warrants to YMI, and the assumption by New YMI of all of YMI's liabilities other than in connection with the Credit Agreement, the Revolving Facility, the Non-Revolving Facility, the MTN Notes, the MTN Indenture, the Convertible Debentures, the Convertible Debenture Indenture, the Existing Preferred Shares, the Existing Common Shares, the Interest Payments, the Credit Facility Agent Fees, the MTN Trustee Fees and the Convertible Debenture Trustee Fees and the plans described under Step 4.3(f) below;

	(e)	the holders of RSUs under the Restricted Share Unit Plan of YMI surrender their RSUs in consideration for the payment in cash of the volume weighted average price of the underlying Existing Common Shares for the five trading days immediately preceding the day before the Effective Date. YPG, as administrator of the Restricted Share Unit Plan, instructs the trustee to donate the Existing Common Shares it holds in connection with the Restricted Share Unit Plan to YMI for cancellation for no consideration. The outstanding options issued under the Management Stock Options Plan of YMI and the 2010 Stock Option Plan of YMI are cancelled for no consideration;
	(f)	the Management Stock Options Plan of YMI, the 2010 Stock Option Plan of YMI, the Restricted Share Unit Plan of YMI and the Deferred Share Unit Plan of YMI and all rights under such plans are terminated, extinguished and cancelled;
	(g)	as described in Section 3.1, the Convertible Debentures of each Convertible Debentureholder are exchanged for Common Shares on the basis of 50 Common Shares for each $100 of principal amount of Convertible Debentures exchanged and the Convertible Debentures and the Convertible Debenture Indenture, including the covenants thereof, (except solely, in the case of the Convertible Debenture Indenture, to the extent necessary to effect distributions pursuant to Section 4.7) and all Obligations and Entitlements related to the Convertible Debentures and the Convertible Debenture Indenture, are irrevocably and finally terminated, extinguished, cancelled and eliminated, as applicable, the whole without the need of any further payment or otherwise;
	(h)	as described in Sections 2.1, 2.3 and 3.1(b), YMI pays the Interest Payments, the Credit Facility Agent Fees, the MTN Trustee Fees and the Convertible Debenture Trustee Fees;
	(i)	as described in Section 2.2, the Credit Facility Debt and the MTN Notes are exchanged by YMI in consideration for the pro rata share of the Debtholders' Consideration;
	(j)	the Credit Agreement, the Revolving Facility, the Non-Revolving Facility, the MTN Notes and the MTN Indenture, including the covenants thereof, (except solely, in the case of the Credit Agreement and the MTN Indenture, to the extent necessary to effect distributions to the Credit Facility Lenders or beneficial holders of the MTN Notes, respectively, pursuant to Section 4.7) and all Obligations and Entitlements related thereto, are irrevocably and finally terminated, extinguished, cancelled and eliminated, as applicable, the whole without the need of any further payment or otherwise;

	(k)	YMI (i) is liquidated and wound-up, (ii) distributes, as described in Section 3.2, approximately 4,892,140 New YMI Common Shares and 2,795,509 Warrants to the Existing Shareholders and (iii) will be dissolved as soon as practicable following completion of the Arrangement by the filing of articles of dissolution;
	(l)	the Existing Preferred Shares and the Existing Common Shares and all Obligations and Entitlements related thereto and to the Preferred Shares and the Common Shares, if any, are irrevocably and finally extinguished, cancelled and eliminated, as applicable;
	(m)	the board of directors of New YMI is replaced in accordance with Section 6.2; and
	(n)	the New Employee Incentive Plan is adopted.

4.4	Other Steps and Formality.

The YMI Companies may, by way of supplement to this Plan of Arrangement and in accordance with Section 6.3, (i) modify the order of certain steps and transactions set out in Section 4.2 or Section 4.3 or (ii) undertake such other steps or transactions necessary or desirable in connection with this Plan of Arrangement in such manner and on such date and time as determined by the YMI Companies.

All steps and transactions to be implemented pursuant to this Plan of Arrangement shall be effective without any requirement of further action, formality, consent or approval by or from any Person, including the shareholders, directors, officers, managers or partners of any of the YMI Companies.

4.5	Fractional Interests.

	(a)	No fractional New YMI Common Shares or fractional Warrants shall be issued or otherwise allocated under this Plan of Arrangement. Any legal, equitable, contractual and any other rights or claims (whether actual or contingent, and whether or not previously asserted) of any Person with respect to fractional New YMI Common Shares or Warrants pursuant to this Plan of Arrangement shall be rounded down to the nearest whole New YMI Common Share or Warrant.
	(b)	The New Senior Notes and the New Subordinated Debentures will be issued in book-entry-only form, without coupons, in minimum denominations of $1 and any integral multiple of $1 in excess thereof.

4.6	Calculations.

All amounts of consideration to be received hereunder will be calculated to the nearest cent ($0.01). All calculations and determinations made by YMI or New YMI for the purposes of the Recapitalization, including, without limitation, the allocation of the Debtholders' Consideration and the Shareholders' Consideration, shall be conclusive, final and binding upon the Credit Facility Lenders, the Credit Facility Agent, the MTN Holders, the MTN Trustee, the Convertible Debentureholders, the Convertible Debenture Trustee, the Existing Shareholders and the YMI Companies.

4.7	Delivery and Allocation Procedures.

	(a)	The delivery of certificates representing the New Senior Notes, the New Subordinated Debentures, the New YMI Common Shares and the Warrants, as applicable, to which the Credit Facility Lenders (except as contemplated for in Section 4.7(c)), the MTN Holders, the Convertible Debentureholders and the Existing Shareholders as at the Distribution Record Date are entitled under this Plan of Arrangement shall be made to CDS for the benefit of such Persons who are the beneficial holders, by no later than the Business Day following the Effective Date.
	(b)	In respect of the MTN Notes, the Convertible Debentures, the Existing Preferred Shares and the Existing Common Shares held by CDS, through its nominee CDS & Co, the delivery, as applicable, of the Interest Payments and the interests in the Debtholders' Consideration and the Shareholders' Consideration will be made through the facilities of CDS to CDS participants, who, in turn, will make the delivery, as applicable, of the Interest Payments and the interests in the Debtholders' Consideration and the Shareholders' Consideration to the beneficial holders entitled thereto pursuant to this Plan of Arrangement as at the Distribution Record Date pursuant to standing instructions and customary practices. The YMI Companies shall have no liability or obligation in respect of all deliveries of interest from CDS, or its nominee, to CDS participants or from CDS participants to beneficial holders.
	(c)	The delivery of interests in the Debtholders' Consideration to the Credit Facility Lenders will be made (i) to the Credit Facility Agent in accordance with the provisions of the Credit Agreement or (ii) through the facilities of CDS.

ARTICLE 5

CONDITIONS PRECEDENT TO PLAN IMPLEMENTATION

5.1	Conditions Precedent.

The implementation of this Plan of Arrangement shall be conditional upon the fulfillment, satisfaction or waiver, if applicable, by YMI and New YMI of the following conditions precedent:

	(a)	the Arrangement Agreement shall have been entered into and become effective;
	(b)	the Support Agreement shall not have been terminated by the Initial Consenting Creditors pursuant to, and in accordance with, Section 10(a) of the Support Agreement;
	(c)	no applicable Law shall have been passed and become effective, which makes the consummation of this Plan of Arrangement illegal or otherwise prohibited;
	(d)	the Final Order shall have been obtained, and the implementation of the Final Order or compliance therewith by any of the YMI Companies shall not have been stayed or enjoined as a result of an appeal or otherwise;
	(e)	the New Senior Note Indenture, the New Senior Security Agreements, the New Subordinated Debenture Indenture, the New Subordinated Guarantees Agreements and the Warrant Indenture shall have been entered into;
	(f)	all required governmental, regulatory and judicial consents, and any other required third party consents, shall have been obtained, except for such third party consents which if not obtained would not individually or in the aggregate have a material adverse effect on the YMI Companies;
	(g)	the New YMI Common Shares, the New Subordinated Debentures, the Warrants and the New YMI Common Shares to be issued upon exercise, conversion or exchange of the Warrants and the New Subordinated Debentures shall have been approved for listing on the TSX or the TSX Venture Exchange, subject to customary post-closing conditions;
	(h)	the YMI Companies shall have taken all necessary corporate actions and proceedings in connection with the Recapitalization and this Plan of Arrangement; and
	(i)	the Director shall have issued the Certificate.

It being understood that each of the conditions set forth in this Section 5.1, except for the conditions set forth in Sections 5.1(b), 5.1(c), 5.1(d), 5.1(e) and 5.1(i), may be waived in whole or in part by YMI and New YMI, or the other relevant parties to the documents and transactions referred to therein without any notice to the Existing Debtholders and the Existing Shareholders. The failure to satisfy or waive any condition that may not be waived prior to the Effective Date in accordance with the foregoing may be asserted by any Person regardless of the circumstances giving rise to the failure of such condition to be satisfied (including any action or inaction by the YMI Companies). The failure of YMI and New YMI to exercise any of the foregoing rights shall not be deemed a waiver of any other rights, and each such right shall be deemed an ongoing right that may be asserted at any time.

ARTICLE 6

MISCELLANEOUS

6.1	YMI Matters.

The Shareholders' Meeting shall be deemed to satisfy the requirements under Sections 133(1) and 155(1) of the CBCA in connection with the holding of YMI's annual meeting of shareholders, and the placing of YMI's annual financial statements (which are available on SEDAR at www.sedar.com), before its shareholders in respect of the financial year ended December 31, 2011.

6.2	New YMI Matters.

New YMI shall hold its first meeting of shareholders within six months following New YMI's accounting year end. Deloitte & Touche LLP shall be the independent auditor of New YMI.

On the Effective Date, each director of New YMI shall resign or be removed and shall be replaced by the individuals, selected in accordance with the Governance Memorandum, to be named in a plan supplement to be posted on YMI's website at www.ypg.com and announced by way of press release concurrently with such posting on or prior to the date of the Meetings, failing which the members of the board of directors of New YMI, selected in accordance with the Governance Memorandum, shall be appointed by the Final Order or such other order of the Court.

6.3	Amendment.

Any amendment, modification, supplement or restatement to this Plan of Arrangement may be:

	(a)	proposed by YMI and New YMI, at their discretion, at any time prior to or at the Meetings, with or without any prior notice or communication (other than to the Advisors and as may otherwise be required under the Interim Order), and if so proposed and accepted at such Meetings, shall become part of this Plan of Arrangement for all purposes;
	(b)	made after the Meetings but before date of the hearing for the Final Order (i) at the discretion of YMI and New YMI if it concerns a matter which, in the reasonable opinion of YMI and New YMI, is not materially adverse to the financial or economic interests of the Credit Facility Lenders, the MTN Holders, the Convertible Debentureholders and the Existing Shareholders or (ii) with the approval of the Court at the hearing for the Final Order, in all other cases, including as to the steps and transactions to be implemented in connection with this Plan of Arrangement; and
	(c)	made following the date of the hearing for the Final Order (i) at the discretion of YMI or New YMI if it concerns a matter which, in the reasonable opinion of YMI or New YMI, is of an administrative nature or is required to better give effect to the implementation of this Plan of Arrangement or (ii) with the approval of the Court, in all other cases.

6.4	Release of Companies Released Parties.

Immediately upon completion of the steps set forth in this Plan of Arrangement, each of the Companies Released Parties shall be released and discharged from any and all demands, claims, liabilities, indebtedness, obligations, causes of action, debts, accounts, covenants, damages, executions and other recoveries based in whole or in part on any act or omission, transaction, dealing or other occurrence existing or taking place on or prior to the Effective Date (collectively, " Claims ") of any Person relating to, arising out of, or in connection with, the Credit Agreement, the MTN Notes, the MTN Indenture, the Convertible Debentures, the Convertible Debenture Indenture, the Existing Preferred Shares, the Preferred Shares, the Existing Common Shares and the Common Shares (including the Obligations relating thereto), the Recapitalization, this Plan of Arrangement and any proceedings commenced with respect to or in connection with this Plan of Arrangement and the Recapitalization; provided that nothing in this paragraph shall release or discharge any of the Companies Released Parties from or in respect of its obligations under this Plan of Arrangement, the Debtholders' Consideration, the Shareholders' Consideration, or under any Order or any of its debt obligations which shall remain outstanding and in effect after the Effective Date.

6.5	Release of Securityholders' Released Parties.

Immediately upon completion of the steps set forth in this Plan of Arrangement, each of the Securityholders' Released Parties shall be released and discharged from any and all Claims of any Person relating to, arising out of, or in connection with the Credit Agreement, the MTN Notes, the MTN Indenture, the Convertible Debentures, the Convertible Debenture Indenture, the Existing Preferred Shares, the Preferred Shares, the Existing Common Shares, the Common Shares, the Recapitalization, this Plan of Arrangement, and any proceedings commenced with respect to or in connection with this Plan of Arrangement and the Recapitalization; provided that nothing in this paragraph will release or discharge any of the Securityholders' Released Parties from or in respect of its obligations under this Plan of Arrangement or under any Order.

6.6	Binding Effect.

On and from the Effective Date, this Plan of Arrangement and the transactions contemplated hereby shall be final and binding upon, and be deemed to have been consented and agreed upon by, (i) the YMI Companies, (ii) the beneficial and legal owners of the Credit Facility Debt, the MTN Notes, the Convertible Debentures, the Existing Preferred Shares and the Existing Common Shares, (iii) the holders of any Entitlements relating to the Credit Agreement, the MTN Notes, the Convertible Debentures, the Existing Preferred Shares, the Preferred Shares, the Existing Common Shares and the Common Shares, (iv) the Credit Facility Agent, the MTN Trustee and the Convertible Debenture Trustee and (v) any other Person affected by or named in this Plan of Arrangement (and their respective heirs, executors, administrators, legal representatives, successors and assigns) without any further act or formality required on the part of any Person and shall constitute (x) full and final and absolute settlement of all rights of the beneficial and legal owners of the Credit Facility Debt, the MTN Notes, the Convertible Debentures, the Existing Preferred Shares and the Existing Common Shares attaching thereto or arising therefrom and (y) an absolute release and discharge of and from all indebtedness, liability and obligation of the YMI Companies in respect of the Credit Facility Agreement, the MTN Notes, the MTN Indenture, the Convertible Debentures, the Convertible Debenture Indenture, the Existing Preferred Shares and the Existing Common Shares.

On and from the Effective Date, without limiting the foregoing, (i) the beneficial and legal owners of the Credit Facility Debt, the MTN Notes, the Convertible Debentures, the Existing Preferred Shares and the Existing Common Shares, (ii) the holders of any Entitlements relating to the Credit Agreement, the MTN Notes, the Convertible Debentures, the Existing Preferred Shares, the Preferred Shares, the Existing Common Shares and the Common Shares, (iii) the Credit Facility Agent, the MTN Trustee and the Convertible Debenture Trustee and (iv) any other Person affected by or named in this Plan of Arrangement will be deemed (x) to have executed and delivered to the YMI Companies all consents, releases, assignments and waivers, statutory or otherwise, required to implement and carry out this Plan of Arrangement, and (y) to have waived any non-compliance or default by the YMI Companies with or of any provision, express or implied, in any agreement or other arrangement, written or oral, existing between such Person and the YMI Companies with respect to the Credit Agreement, the MTN Notes, the MTN Indenture, the Convertible Debentures, the Convertible Debenture Indenture, the Existing Preferred Shares and the Existing Common Shares that has occurred prior to the Effective Date.

6.7	Paramountcy.

From and after the Effective Date, any conflict between this Plan of Arrangement and the covenants, warranties, representations, terms, conditions, provisions or obligations, expressed or implied, of any contract, indenture, trust indenture, loan agreement, commitment letter, by-laws or other agreement, written or oral, and any and all amendments or supplements thereto existing between one or more of the Credit Facility Lenders, the MTN Holders, the Convertible Debentureholders, the Existing Shareholders and the YMI Companies as at the Effective Date will be deemed to be governed by the terms, conditions and provisions of this Plan of Arrangement and the Final Order, which shall take precedence and priority.

6.8	Deeming Provisions.

In this Plan of Arrangement, the deeming provisions are absolute and irrebuttable.

6.9	Different Capacities.

If any Person holds more than one type, series or class of Credit Facility Debt, MTN Notes, Convertible Debentures, Existing Preferred Shares or Existing Common Shares, as the case may be, such Person shall have all of the rights given to a holder of each particular type, series or class of Credit Facility Debt, MTN Notes, Convertible Debentures, Existing Preferred Shares or Existing Common Shares so held. Nothing done by a Person acting in its capacity as a holder of a particular type, series or class of Credit Facility Debt, MTN Notes, Convertible Debentures, Existing Preferred Shares or Existing Common Shares, as the case may be, affects such Person's rights as a holder of another type, series or class of Credit Facility Debt, MTN Notes, Convertible Debentures, Existing Preferred Shares or Existing Common Shares.

6.10	Further Assurances.

Notwithstanding that the transactions and events set out in this Plan of Arrangement shall occur and be deemed to occur in the order set out herein without any other additional act or formality, each of the Persons affected hereby shall make, do and execute, or cause to be made, done and executed all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by them in order to document or evidence any of the transactions or events set out herein.

6.11

Notices.

Any notices or communication to be made or given hereunder shall be in writing and shall reference this Plan of Arrangement and may, subject as hereinafter provided, be made or given by the Person making or giving it or by any agent of such Person authorized for that purpose by personal delivery, by prepaid mail or by facsimile addressed to the respective parties as follows:

(i)	if to YMI Companies:
	Yellow Media Inc. 16 Place du Commerce, Nuns' Island, Verdun, Québec H3E 2A5
	Attention:	Senior Vice President, General Counsel and Secretary
	Telephone: Facsimile:	(514) 934-2888 (514) 934-4076
	with a copy to:
	Stikeman Elliott LLP 1155 René-Lévesque Blvd West Suite 4000 Montréal, Québec H3B 3V2
	Attention:	Jean Marc Huot
	Telephone: Facsimile:	(514) 397-3276 (514) 397-3435

(ii)	if to a MTN Holder: to the address for such MTN Holder as shown on the records of the MTN Trustee with a copy to: Bennett Jones LLP 3400 One First Canadian Place P.O. Box 130 Toronto, Ontario M5X 1A4
	Attention:	S. Richard Orzy / Kevin J. Zych
	Telephone: Facsimile:	(416) 777-5737 / (416) 777-5738 (416) 863-1716

or to such other address as any party may from time to time notify the others in accordance with this Section 6.11. In the event of any strike, lock-out or other event which interrupts postal service in any part of Canada or the United States, all notices and communications during such interruption may only be given or made by personal delivery or by telecopier and any notice or other communication given or made by prepaid mail within the five Business Day period immediately preceding the commencement of such interruption, unless actually received, shall be deemed not to have been given or made. All such notices and communications shall be deemed to have been received, in the case of notice by telecopier or by delivery prior to 5:00 p.m. (local time) on a Business Day, when received or if received after 5:00 p.m. (local time) on a Business Day or at any time on a non-Business Day, on the next following Business Day and, in the case of notice mailed as aforesaid, on the fifth Business Day following the date on which such notice or other communication is mailed. The unintentional failure by YMI to give a notice contemplated hereunder to any particular Credit Facility Lender, MTN Holder, Convertible Debentureholder or Existing Shareholders shall not invalidate this Plan of Arrangement or any action taken by any Person pursuant to this Plan of Arrangement.

Exhibit T3E.5

Yellow Media Amends Proposed Recapitalization

Montreal (Quebec), September 4, 2012 — Yellow Media Inc. (TSX: YLO) announced today that, in connection with its proposed recapitalization, it has amended the plan of arrangement to be considered and voted upon by the Company's debtholders and shareholders at the meetings scheduled to be held this coming Thursday, September 6, 2012.

The Board of Directors of Yellow Media has decided to amend the plan of arrangement pursuant to Section 6.3 thereof so that the Company's existing convertible unsecured subordinated debentures will be exchanged, as part of the recapitalization, for an increased number of existing common shares, on the basis of 50 shares, up from 12.5 shares, for each $100 principal amount of existing subordinated debentures. This amendment is supported by the holders of the Company's existing medium term notes that have executed support agreements in favour of the recapitalization. The revised exchange ratio is the same as the exchange ratio used to determine the consideration to be received pursuant to the recapitalization by holders of the Company's existing preferred shares. The Board has made this decision after giving consideration to the numerous representations made to the Company regarding the recapitalization, in particular by holders of existing subordinated debentures. Yellow Media is of the view that the recapitalization, after giving effect to the amendment, is responsive to the comments which have been received and strikes a better balance between the interests of stakeholders having regard to available alternatives while recognizing the imperative of moving forward with the recapitalization in order to provide the Company with the necessary financial flexibility to pursue its ongoing business transformation.

After giving effect to the amendment, the number of new common shares and warrants to purchase new common shares to be received by holders of the Company's existing preferred shares and common shares pursuant to the recapitalization will remain unchanged while the number of new common shares and warrants to be received by holders of existing subordinated debentures pursuant to the recapitalization will increase from 125,000 to 500,000 new common shares and from 71,429 to 285,714 warrants. The following table presents the consideration to be received by debentureholders and shareholders under the recapitalization, after giving effect to the amendment, for each $1,000 face value of existing subordinated debentures and for each 100 existing preferred shares or common shares.


	New common shares (#)		Warrants (#)
$1,000 face value of existing subordinated debentures		2.50000		1.42857
100 existing preferred shares, series 1, 2, 3, or 5		6.25000		3.57143
100 existing preferred shares, series 7		1.87500		1.07143
100 existing common shares		0.50000		0.28571

The amendment does not affect the relative treatment of senior debtholders under the recapitalization. As such, in order to preserve the allocation to senior debtholders under the recapitalization and to account for the increased number of new common shares to be issued, the number of new common shares to be issued to senior debtholders pursuant to the recapitalization will increase from 21,295,090 to 23,062,947, the exercise price of the warrants will be reduced from $31.67 to $29.25, and the exchange price of the senior subordinated exchangeable debentures to be issued to senior debtholders pursuant to the recapitalization will be reduced from $21.95 to $20.27. The aggregate number of new common shares to be issued pursuant to the recapitalization will thus rise from 25,812,230 to 27,955,088.

The following table presents the approximate amount of cash, senior secured notes and senior subordinated exchangeable debentures, and the approximate number of new common shares and warrants to be received under the recapitalization, after giving effect to the amendment, by lenders under the Company's senior unsecured credit facilities and holders of the Company's existing medium term notes, subordinated debentures, preferred shares and common shares.

	Cash payment ($)		Senior secured notes ($)		Senior sub. exch. debentures ($)		New common shares (#)		Warrants (#)
Lenders		51,986,339		155,959,017		20,794,536		4,795,833		—
Noteholders		198,013,661		594,040,983		79,205,464		18,267,114		—
Debentureholders		—		—		—		500,000		285,714
Preferred shareholders		—		—		—		1,828,988		1,045,136
Common shareholders		—		—		—		2,563,152		1,464,658
Total		250,000,000		750,000,000		100,000,000		27,955,088		2,795,509

The Board of Directors has determined, following the unanimous favourable recommendation of its Financing Committee, that the recapitalization is in the best interests of Yellow Media, taking into account the interests of stakeholders, and unanimously recommends that debtholders and shareholders vote in favour of the recapitalization. BMO Capital Markets and Canaccord Genuity have provided opinions to the Board of Directors of Yellow Media to the effect that the recapitalization, as amended, continues to be fair from a financial point of view to the holders of the Company's existing preferred shares, common shares, subordinated debentures and senior debt.

In order to be valid, proxies for the meetings scheduled to be held September 6, 2012 must be received no later than 4:00 p.m. (Montréal time) on September 5, 2012.

The text of the amended and restated plan of arrangement will be filed today on SEDAR (www.sedar.com) and is available on Yellow Media's website (www.ypg.com).

Further Information
Debtholders and shareholders should now have received, either directly from Yellow Media or through their intermediary, a copy of the management proxy circular dated July 30, 2012 with respect to the proposed recapitalization.

A copy of the management proxy circular and further information about the recapitalization are available on SEDAR (www.sedar.com) and the company's website (www.ypg.com).

A Questions & Answers document specific to the Recapitalization is also available on the Company's website.

If you have any questions or need assistance completing your proxy or voting instruction form, please call Kingsdale Shareholder Services Inc. at 1-800-749-9197 or email contactus@kingsdaleshareholder.com.

About Yellow Media Inc.
Yellow Media Inc. (TSX: YLO) is a leading media and marketing solutions company in Canada. The Company owns and operates some of Canada's leading properties and publications including Yellow Pages ™ print directories, YellowPages.ca ™ , Canada411.ca and RedFlagDeals.com ™ . Its online destinations reach approximately 8 million unique visitors monthly and its mobile applications for finding local businesses and deals have been downloaded more than 4 million times. Yellow Media Inc. is also a leader in national digital advertising through Mediative, a digital advertising and marketing solutions provider to national agencies and advertisers. For more information, visit www.ypg.com.

Caution Concerning Forward Looking-Statements
This press release contains forward-looking statements about the objectives, strategies, financial conditions, results of operations and businesses of the Company. These statements are forward-looking as they are based on our current expectations, as at September 4, 2012, about our business and the markets we operate in, and on various estimates and assumptions. Our actual results could materially differ from our expectations if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. As a result, there is no assurance that any forward-looking statements will materialize. Risks that could cause our results to differ materially from our current expectations are discussed in section 7 of our August 9, 2012 Management's Discussion and Analysis. We disclaim any intention or obligation to update any forward-looking statements, except as required by law, even if new information becomes available, as a result of future events or for any other reason. The implementation of the recapitalization is subject to a number of conditions provided in the plan of arrangement under the Canada Business Corporations Act, including, without limitation, court and any required regulatory approvals (including stock exchange approvals). The implementation of the recapitalization is also subject to a number of other risks and uncertainties, including, without limitation, those described in the section "Risk Factors" of the Company's management proxy circular dated July 30, 2012 prepared in connection with the meetings. Accordingly, there can be no assurance that the recapitalization will occur. The recapitalization could be modified, restructured or terminated.

Contacts:

Investor Relations
Pierre Van Gheluwe
Treasurer
Tel.: (514) 934-4325
pierre.vangheluwe@ypg.com

Media
Andre Leblanc
Director, Marketing Communications
Tel.: (514) 934-7359
andre.leblanc@ypg.com

Institutional Security Holders
BMO Capital Markets Transaction Hotline
Tel.: (416) 359-4306
Toll free: (855) 666-4361

Canaccord Genuity Transaction Hotline
Tel.: (416) 687-5517
Toll free: (855) 333-5517

Exhibit T3E.6

Yellow Media's Debtholders and Shareholders Approve Recapitalization

Montreal (Quebec), September 6, 2012 — Yellow Media (TSX: YLO) announced today that its proposed recapitalization has been approved by the requisite majority of its debtholders and shareholders at their respective meetings, both of which were held earlier today in Montréal.

"We are pleased with the results of the vote" said Marc P. Tellier, Yellow Media's President and Chief Executive Officer." The approval by the debtholders and shareholders represents a significant milestone towards the completion of the recapitalization."

The Company proposed the recapitalization to align its capital structure with its operating strategy. The recapitalization will substantially improve the financial flexibility of the Company and allow the Company to pursue its ongoing transformation in order to enhance long-term value for stakeholders.

The implementation of the recapitalization is expected to occur by the end of September 2012 subject to a number of conditions, including the receipt of the final approval by the Québec Superior Court, and to other risks and uncertainties.

The recapitalization will not impact customers, suppliers and other business partners of Yellow Media. The Company's obligations to employees, including its pension and benefit plan obligations, are also unaffected by the recapitalization.

Further information concerning the recapitalization is available on SEDAR (www.sedar.com) and the Company's website (www.ypg.com).

About Yellow Media Inc.
Yellow Media Inc. (TSX: YLO) is a leading media and marketing solutions company in Canada. The Company owns and operates some of Canada’s leading properties and publications including Yellow Pages™ print directories, YellowPages.ca™, Canada411.ca and RedFlagDeals.com™. Its online destinations reach approximately 8 million unique visitors monthly and its mobile applications for finding local businesses and deals have been downloaded more than 4 million times. Yellow Media Inc. is also a leader in national digital advertising through Mediative, a digital advertising and marketing solutions provider to national agencies and advertisers. For more information, visit www.ypg.com.

Caution Concerning Forward-Looking Statements

This press release contains forward-looking statements about the objectives, strategies, financial conditions, results of operations and businesses of the company. These statements are forward-looking as they are based on our current expectations, as at September 6, 2012, about our business and the markets we operate in, and on various estimates and assumptions. Our actual results could materially differ from our expectations if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. As a result, there is no assurance that any forward-looking statements will materialize. Risks that could cause our results to differ materially from our current expectations are discussed in section 7 of our August 9, 2012 Management's Discussion and Analysis. We disclaim any intention or obligation to update any forward-looking statements, except as required by law, even if new information becomes available, as a result of future events or for any other reason. The implementation of the recapitalization is subject to a number of conditions provided in the plan of arrangement under the Canada Business Corporations Act, including, without limitation, court and any required regulatory approvals (including stock exchange approvals). The implementation of the recapitalization is also subject to a number of other risks and uncertainties, including, without limitation, those described in the section "Risk Factors" of the company's management proxy circular dated July 30, 2012 prepared in connection with the meetings. Accordingly, there can be no assurance that the recapitalization will occur. The recapitalization could be modified, restructured or terminated.

Contacts:

Investor Relations

Pierre Van Gheluwe

Treasurer

Tel.: (514) 934-4325

pierre.vangheluwe@ypg.com

Media

Andre Leblanc

Director, Marketing Communications

Tel.: (514) 934-7359

andre.leblanc@ypg.com

Institutional Security Holders

BMO Capital Markets Transaction Hotline

Tel.: (416) 359-4306

Toll free: (855) 666-4361

Canaccord Genuity Transaction Hotline

Tel.: (416) 687-5517

Toll free: (855) 333-5517

Exhibit T3E.7

Yellow Media Inc.’s Proposed Recapitalization Transaction Receives TSX Conditional Approval

Montreal (Quebec), September 7, 2012 — Yellow Media Inc. (TSX: YLO) is pleased to announce that the Toronto Stock Exchange (the “TSX”) has conditionally approved the issuance (the “Issuance”) and the listing of up to 48,179,730 new common shares of Yellow Media Ltd. (the “New Common Shares”) issuable pursuant to Yellow Media’s previously announced proposed recapitalization transaction (the “Recapitalization”) to be implemented pursuant to a plan of arrangement (the “Plan of Arrangement”) under the Canada Business Corporations Act. The 48,179,730 New Common Shares approved for listing represent both the New Common Shares issuable pursuant to the Recapitalization as well as the New Common Shares underlying the other securities issuable pursuant to the Recapitalization.

Under the TSX’s listing requirements, the TSX requires securityholder approval as the Issuance will result in the issuance of an aggregate number of New Common Shares that is greater than 25% of the number of common shares of Yellow Media currently outstanding. On an exceptional basis, the TSX has advised Yellow Media that it will accept the shareholders' resolution approving the Recapitalization, as contemplated under the Plan of Arrangement and the interim order granted by the Québec Superior Court on July 23, 2012, as satisfying the TSX's condition that a majority of Yellow Media's common shareholders approve the Issuance because the common shareholders, preferred shareholders and convertible debentureholders entitled to vote on the shareholders’ resolution have fully paid for their securities and are being significantly diluted pursuant to the Plan of Arrangement.

At the debtholders' and shareholders' meetings held on September 6, 2012, the Recapitalization was approved by the requisite majority of Yellow Media’s debtholders and shareholders. The implementation of the Recapitalization is expected to occur by the end of September 2012 subject to a number of conditions, including the receipt of the final approval by the Québec Superior Court, and to other risks and uncertainties.

Further information concerning the Recapitalization is available on SEDAR (www.sedar.com) and the company's website (www.ypg.com).

About Yellow Media Inc.

Yellow Media Inc. (TSX: YLO) is a leading media and marketing solutions company in Canada. The Company owns and operates some of Canada’s leading properties and publications including Yellow Pages™ print directories, YellowPages.ca™, Canada411.ca and RedFlagDeals.com™. Its online destinations reach approximately 8 million unique visitors monthly and its mobile applications for finding local businesses and deals have been downloaded more than 4 million times. Yellow Media Inc. is also a leader in national digital advertising through Mediative, a digital advertising and marketing solutions provider to national agencies and advertisers. For more information, visit www.ypg.com.

Caution Concerning Forward-Looking Statements

This press release contains forward-looking statements about the objectives, strategies, financial conditions, results of operations and businesses of the Company. These statements are forward-looking as they are based on our current expectations, as at September 7, 2012, about our business and the markets we operate in, and on various estimates and assumptions. Our actual results could materially differ from our expectations if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. As a result, there is no assurance that any forward-looking statements will materialize. Risks that could cause our results to differ materially from our current expectations are discussed in section 7 of our August 9, 2012 Management’s Discussion and Analysis. We disclaim any intention or obligation to update any forward-looking statements, except as required by law, even if new information becomes available, as a result of future events or for any other reason. The implementation of the Recapitalization is subject to a number of conditions provided in the plan of arrangement under the Canada Business Corporations Act, including, without limitation, court and any required regulatory approvals (including stock exchange approvals). The implementation of the Recapitalization is also subject to a number of other risks and uncertainties, including, without limitation, those described in the section "Risk Factors" of the Company's management proxy circular dated July 30, 2012 prepared in connection with the meetings. Accordingly, there can be no assurance that the Recapitalization will occur. The Recapitalization could be modified, restructured or terminated.

Contacts:

Investor Relations

Pierre Van Gheluwe

Treasurer

Tel.: (514) 934-4325

pierre.vangheluwe@ypg.com

Media

Andre Leblanc

Director, Marketing Communications

Tel.: (514) 934-7359

andre.leblanc@ypg.com

Institutional Security Holders

BMO Capital Markets Transaction Hotline

Tel.: (416) 359-4306

Toll free: (855) 666-4361

Canaccord Genuity Transaction Hotline

Tel.: (416) 687-5517

Toll free: (855) 333-5517

Exhibit T3E.8

Yellow Media Updates Timing for Completion of Recapitalization

Montreal (Quebec), September 10, 2012 — Yellow Media Inc. (TSX: YLO) announced today that, following the approval of the recapitalization by the requisite majority of the Company's debtholders and shareholders at their respective meetings held on September 6, 2012, the hearing for the final approval of the recapitalization by the Québec Superior Court has been set by the Court to begin on October 15, 2012.

The implementation of the recapitalization is currently expected to occur on or about October 31, 2012, subject to a number of conditions, including the receipt of the Court's final approval as set forth above, and to other risks and uncertainties.

Further information concerning the recapitalization is available on SEDAR (www.sedar.com) and the Company's website (www.ypg.com).

About Yellow Media Inc.

Caution Concerning Forward-Looking Statements

This press release contains forward-looking statements about the objectives, strategies, financial conditions, results of operations and businesses of the Company. These statements are forward-looking as they are based on our current expectations, as at September 10, 2012, about our business and the markets we operate in, and on various estimates and assumptions. Our actual results could materially differ from our expectations if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. As a result, there is no assurance that any forward-looking statements will materialize. Risks that could cause our results to differ materially from our current expectations are discussed in section 7 of our August 9, 2012 Management's Discussion and Analysis. We disclaim any intention or obligation to update any forward-looking statements, except as required by law, even if new information becomes available, as a result of future events or for any other reason. The implementation of the recapitalization is subject to a number of conditions provided in the plan of arrangement under the Canada Business Corporations Act, including, without limitation, court and any required regulatory approvals (including stock exchange approvals). The implementation of the recapitalization is also subject to a number of other risks and uncertainties, including, without limitation, those described in the section "Risk Factors" of the Company's management proxy circular dated July 30, 2012 prepared in connection with the meetings. Accordingly, there can be no assurance that the recapitalization will occur. The recapitalization could be modified, restructured or terminated.

Contacts:

Investor Relations

Pierre Van Gheluwe

Treasurer

Tel.: (514) 934-4325

pierre.vangheluwe@ypg.com

Media

Andre Leblanc

Director, Marketing Communications

Tel.: (514) 934-7359

andre.leblanc@ypg.com

Institutional Security Holders

BMO Capital Markets Transaction Hotline

Tel.: (416) 359-4306

Toll free: (855) 666-4361

Canaccord Genuity Transaction Hotline

Tel.: (416) 687-5517

Toll free: (855) 333-5517

Exhibit T3E.9

Montreal (Quebec), September 19, 2012 — Yellow Media Inc. (TSX: YLO) announced today that, as a result of the hearing for the final approval of its proposed recapitalization by the Québec Superior Court having been set to begin on October 15, 2012, the Court has granted an order suspending Yellow Media's obligation to pay any principal or interest or any similar payment accruing on or after September 30, 2012 under its existing credit facilities and medium term notes. Accordingly, the $25 million principal repayment due October 1, 2012 under Yellow Media's existing credit facilities will not be paid.

As previously announced, the recapitalization provides that no accrued or unpaid interest will be paid in respect of Yellow Media's existing convertible debentures, including the October 1, 2012 scheduled interest payment.

Further information concerning the recapitalization is available on SEDAR (www.sedar.com) and the Company's website (www.ypg.com).

About Yellow Media Inc.

Yellow Media Inc. (TSX: YLO) is a leading media and marketing solutions company in Canada. The Company owns and operates some of Canada’s leading properties and publications including Yellow Pages™ print directories,YellowPages.ca™, Canada411.ca and RedFlagDeals.com™. Its online destinations reach approximately 8 million unique visitors monthly and its mobile applications for finding local businesses and deals have been downloaded more than 4 million times. Yellow Media Inc. is also a leader in national digital advertising through Mediative, a digital advertising and marketing solutions provider to national agencies and advertisers. For more information, visit www.ypg.com.

Caution Concerning Forward-Looking Statements

This press release contains forward-looking statements about the objectives, strategies, financial conditions, results of operations and businesses of the Company. These statements are forward-looking as they are based on our current expectations, as at September 19, 2012, about our business and the markets we operate in, and on various estimates and assumptions. Our actual results could materially differ from our expectations if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. As a result, there is no assurance that any forward-looking statements will materialize. Risks that could cause our results to differ materially from our current expectations are discussed in section 7 of our August 9, 2012 Management's Discussion and Analysis. We disclaim any intention or obligation to update any forward-looking statements, except as required by law, even if new information becomes available, as a result of future events or for any other reason. The implementation of the recapitalization is subject to a number of conditions provided in the plan of arrangement under the Canada Business Corporations Act, including, without limitation, court and any required regulatory approvals (including stock exchange approvals). The implementation of the recapitalization is also subject to a number of other risks and uncertainties, including, without limitation, those described in the section "Risk Factors" of the Company's management proxy circular dated July 30, 2012 prepared in connection with the meetings. Accordingly, there can be no assurance that the recapitalization will occur. The recapitalization could be modified, restructured or terminated.

Contacts:

Investor Relations

Pierre Van Gheluwe

Treasurer

Tel.: (514) 934-4325

pierre.vangheluwe@ypg.com

Media

Andre Leblanc

Director, Marketing Communications

Tel.: (514) 934-7359

andre.leblanc@ypg.com

Institutional Security Holders

BMO Capital Markets Transaction Hotline

Tel.: (416) 359-4306

Toll free: (855) 666-4361

Canaccord Genuity Transaction Hotline

Tel.: (416) 687-5517

Toll free: (855) 333-5517

Exhibit T3E.10

Yellow Media Provides Additional Information Regarding Safeguard Order

Montreal (Quebec), September 28, 2012 — Yellow Media Inc. (TSX: YLO) provides today additional information with respect to the safeguard order granted by the Québec Superior Court on September 14, 2012. The safeguard order is effective until ten (10) days following the judgment of the Québec Superior Court on the final orders sought at the hearing for the final approval of its proposed recapitalization, subject to any further order of the Court. The October 1, 2012 scheduled interest payment on Yellow Media’s convertible debentures is thereby suspended by the Court’s safeguard order and will not be paid on such date. Subject to the final approval of the recapitalization by the Court, all accrued and unpaid interest in respect of Yellow Media’s convertible debentures, including the October 1, 2012 interest payment, will not be paid upon such recapitalization becoming effective.

Pursuant to the safeguard order, Yellow Media’s obligation to pay any principal or interest or any similar payment accruing on or after September 30, 2012 under its existing credit facilities and medium term notes are also suspended until ten (10) days following the judgment of the Québec Superior Court on the final orders sought at the hearing for the final approval of its proposed recapitalization, subject to any further order of the Court. Interest accrued as at (and including) September 29, 2012 will be paid to holders of Yellow Media’s medium term notes on the earlier to occur of the applicable scheduled interest payment date and the effective date of the recapitalization.

The hearing for the final approval of Yellow Media's proposed recapitalization by the Québec Superior Court is set to begin on October 15, 2012. Further information concerning the recapitalization is available on SEDAR ( www.sedar.com ) and the Company's website ( www.ypg.com ).

About Yellow Media Inc.

Yellow Media Inc. (TSX: YLO) is a leading media and marketing solutions company in Canada. The Company owns and operates some of Canada’s leading properties and publications including Yellow Pages™ print directories, YellowPages.ca™ , Canada411.ca and RedFlagDeals.com™ . Its online destinations reach approximately 8 million unique visitors monthly and its mobile applications for finding local businesses and deals have been downloaded more than 4 million times. Yellow Media Inc. is also a leader in national digital advertising through Mediative , a digital advertising and marketing solutions provider to national agencies and advertisers. For more information, visit www.ypg.com .

Caution Concerning Forward-Looking Statements

This press release contains forward-looking statements about the objectives, strategies, financial conditions, results of operations and businesses of the Company. These statements are forward-looking as they are based on our current expectations, as at September 28, 2012, about our business and the markets we operate in, and on various estimates and assumptions. Our actual results could materially differ from our expectations if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. As a result, there is no assurance that any forward-looking statements will materialize. Risks that could cause our results to differ materially from our current expectations are discussed in section 7 of our August 9, 2012 Management's Discussion and Analysis. We disclaim any intention or obligation to update any forward-looking statements, except as required by law, even if new information becomes available, as a result of future events or for any other reason. The implementation of the recapitalization is subject to a number of conditions provided in the plan of arrangement under the Canada Business Corporations Act, including, without limitation, court and any required regulatory approvals (including stock exchange approvals). The implementation of the recapitalization is also subject to a number of other risks and uncertainties, including, without limitation, those described in the section "Risk Factors" of the Company's management proxy circular dated July 30, 2012 prepared in connection with the meetings. Accordingly, there can be no assurance that the recapitalization will occur. The recapitalization could be modified, restructured or terminated.

Contacts:

Investor Relations

Pierre Van Gheluwe

Treasurer

Tel.: (514) 934-4325

pierre.vangheluwe@ypg.com

Media

Andre Leblanc

Director, Marketing Communications

Tel.: (514) 934-7359

andre.leblanc@ypg.com

Institutional Security Holders

BMO Capital Markets Transaction Hotline

Tel.: (416) 359-4306

Toll free: (855) 666-4361

Canaccord Genuity Transaction Hotline

Tel.: (416) 687-5517

Toll free: (855) 333-5517

Exhibit T3E.11

Yellow Media Reaches Settlement with Holders of Existing Convertible Unsecured Subordinated Debentures and Amends Proposed Recapitalization

Montreal (Quebec), October 17, 2012 — Yellow Media Inc. (TSX: YLO) announced today that it reached a settlement with the ad hoc committee of holders of existing convertible unsecured subordinated debentures contesting the Company's proposed recapitalization, as a result of which the ad hoc committee agreed to support the recapitalization and withdraw all contestation in respect thereof.

As part of the settlement, the Company agreed to amend the terms of the recapitalization such that holders of convertible debentures will be entitled to receive, in exchange for all entitlements relating to their convertible debentures, $2.5 million principal amount of senior subordinated exchangeable debentures and 200,000 additional warrants to purchase new common shares, in addition to the 500,000 new common shares and 285,714 warrants that holders of convertible debentures were already entitled to receive pursuant to the recapitalization, as amended on September 4, 2012. The Company will also amend the terms of the recapitalization such that holders of affected senior unsecured debt will be entitled to receive an additional $25 million principal amount of senior secured notes.

In addition, the Company has agreed to forthwith pay the interest on the convertible debentures due October 1, 2012 (for the six month period ending on and including September 30, 2012), not conditional on the recapitalization becoming effective. Interest on the convertible debentures due October 1, 2012 will be paid on October 19, 2012 to holders of record as of the close of business on September 20, 2012, in accordance with the terms of the indenture governing the convertible debentures. The terms of the recapitalization initially provided that no accrued or unpaid interest would be paid on the convertible debentures.

The settlement also provides for the reimbursement by the Company of certain legal and other costs of the ad hoc committee in the amount of approximately $650,000.

The following table presents the consideration to be received by existing holders of affected senior unsecured debt, convertible debentures, preferred shares and common shares pursuant to the recapitalization, as amended.

	Cash ($)	Senior Secured Notes ($)	Senior Sub. Exch. Debentures ($)	New Common Shares (#)	Warrants (#)
$1,000 face value of affected senior unsecured debt	140.88	436.74	56.35	12.99684	‒
$1,000 face value of convertible debentures	‒	‒	12.50	2.50000	2.42857
100 preferred shares (other than preferred shares, series 7)	‒	‒	‒	6.25000	3.57143
100 preferred shares, series 7	‒	‒	‒	1.87500	1.07143
100 common shares	‒	‒	‒	0.50000	0.28571

As a result of the amendments to the terms of the recapitalization to reflect the settlement, the exercise price of the warrants will be reduced from $29.25 to $28.16, and the exchange price of the senior subordinated exchangeable debentures will be reduced from $20.27 to $19.04.

The hearing for the final approval by the Québec Superior Court of the recapitalization, including the amendments to reflect the settlement, is currently in progress. Subject to the final approval of the recapitalization by the Court, no accrued interest will be paid in respect of the convertible debentures for the period from (and including) October 1, 2012 upon the recapitalization becoming effective.

The listing of the additional warrants and senior subordinated exchangeable debentures resulting from the amendments to the terms of the recapitalization to reflect the settlement and of the new common shares to be issued upon the exercise or exchange of such warrants or senior subordinated exchangeable debentures, as well as the reduction in the exercise price and exchange price of the warrants and senior subordinated exchangeable debentures, remain subject to the approval of the Toronto Stock Exchange.

Further information concerning the recapitalization is available on SEDAR (www.sedar.com) and the Company's website (www.ypg.com).

About Yellow Media Inc.

Yellow Media Inc. (TSX: YLO) is a leading media and marketing solutions company in Canada. The Company owns and operates some of Canada’s leading properties and publications including Yellow Pages™ print directories, YellowPages.ca ™ , Canada411.ca and RedFlagDeals.com ™ . Its online destinations reach approximately 8 million unique visitors monthly and its mobile applications for finding local businesses and deals have been downloaded more than 4 million times. Yellow Media Inc. is also a leader in national digital advertising through Mediative , a digital advertising and marketing solutions provider to national agencies and advertisers. For more information, visit www.ypg.com .

Caution Concerning Forward-Looking Statements

This press release contains forward-looking statements about the objectives, strategies, financial conditions, results of operations and businesses of the Company. These statements are forward-looking as they are based on our current expectations, as at October 17, 2012, about our business and the markets we operate in, and on various estimates and assumptions. Our actual results could materially differ from our expectations if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. As a result, there is no assurance that any forward-looking statements will materialize. Risks that could cause our results to differ materially from our current expectations are discussed in section 7 of our August 9, 2012 Management's Discussion and Analysis. We disclaim any intention or obligation to update any forward-looking statements, except as required by law, even if new information becomes available, as a result of future events or for any other reason. The implementation of the recapitalization is subject to a number of conditions provided in the plan of arrangement under the Canada Business Corporations Act, including, without limitation, court and any required regulatory approvals (including stock exchange approvals). The implementation of the recapitalization is also subject to a number of other risks and uncertainties, including, without limitation, those described in the section "Risk Factors" of the Company's management proxy circular dated July 30, 2012 prepared in connection with the meetings. Accordingly, there can be no assurance that the recapitalization will occur. The recapitalization could be modified, restructured or terminated.

Contacts:

Investor Relations

Pierre Van Gheluwe

Treasurer

Tel.: (514) 934-4325

pierre.vangheluwe@ypg.com

Media

Andre Leblanc

Director, Marketing Communications

Tel.: (514) 934-7359

andre.leblanc@ypg.com

Institutional Security Holders

BMO Capital Markets Transaction Hotline

Tel.: (416) 359-4306

Toll free: (855) 666-4361

Canaccord Genuity Transaction Hotline

Tel.: (416) 687-5517

Toll free: (855) 333-5517