407 Renews MTN Program and Issues Notes

407 International Inc. filed a short form base shelf prospectus on December 7, 2005, in respect of renewing its medium-term note program (the MTN Program) providing for the issuance of up to $1.8 billion principal amount of medium-term notes comprising of up to $1 billion principal amount of senior notes and up to $800 million principal amount of subordinated notes.

The dealer syndicate for the MTN Program consisted of BMO Nesbitt Burns Inc., RBC Dominion Securities Inc., TD Securities Inc., Scotia Capital Inc., National Bank Financial Inc., Casgrain & Company Limited, CIBC World Markets Inc. and Merrill Lynch Canada Inc.

Following the establishment of the MTN Program, on February 9, 2006, 407 issued $100 million principal amount of senior floating rate notes due February 11, 2008, under the MTN Program in an agency deal with BMO Nesbitt Burns. The net proceeds from this offering were used to finance general operating, capital and funding requirements. The senior floating rate notes are rated “A” by each of Standard & Poor's rating services and Dominion Bond Rating Service Limited. In addition, on February 14, 2006, 407 issued $480 million principal amount of 5.75 per cent subordinated notes due February 14, 2036, under the MTN Program. The dealer syndicate for this offering was led by BMO Nesbitt Burns, and included RBC Dominion Securities, TD Securities, Scotia Capital, National Bank Financial, Casgrain & Company and CIBC World Markets.

The net proceeds of this offering were used primarily to repay the outstanding $475 million principal amount of 4 per cent subordinated notes, series 03-D1, of 407, which matured on February 21, 2006. The subordinated notes are rated “BBB” by each of Standard & Poor's and Dominion Bond Rating Service.

407 was represented by Fraser Milner Casgrain LLP with a team that included Doug Scott, Jim Janetos, William Fung, Joshua Yarmus and Ali Naushahi (corporate/securities) and Christopher Steeves and Michele Gouw (tax). The dealers were represented by Davies Ward Phillips & Vineberg LLP with a team that included Carol Pennycook, Sonny Bhalla and Rob Druzeta (securities) and John Zinn (tax).