TRUST INDENTURE between THERATECHNOLOGIES INC. - and - COMPUTERSHARE TRUST COMPANY OF CANADA Providing for the Issue of 5.75% Convertible Unsecured Senior Notes Dated as of June 19, 2018

ARTICLE 1 INTERPRETATION

1.1

1.2

1.3

1.4

1.5

1.6

1.7

1.8

1.9

1.10

1.11

1.12

1.13

1.14

1.15

1.16

1.17

1.18

1.19

ARTICLE 2 THE NOTES

2.1

2.2

2.3

2.4

2.5

2.6

2.7

2.8

2.9

2.10

2.11

2.12

ARTICLE 3 REGISTRATION, TRANSFER, EXCHANGE AND OWNERSHIP

3.1

3.2

3.3

3.4

3.5

3.6

3.7

3.8

3.9

ARTICLE 4 REDEMPTION AND PURCHASE OF NOTES AND CERTAIN PAYMENTS ON MATURITY

4.1

4.2

4.3

4.4

4.5

4.6

4.7

4.8

4.9

ARTICLE 5 CONVERSION OF NOTES

5.1

5.2

5.3

5.4

5.5

5.6

5.7

5.8

5.9

5.10

5.11

5.12

5.13

ARTICLE 6 COVENANTS OF THE CORPORATION

6.1

6.2

6.3

6.4

6.5

6.6

6.7

6.8

6.9

6.10

ARTICLE 7 DEFAULT

7.1

7.2

7.3

7.4

7.5

7.6

7.7

7.8

7.9

7.10

7.11

ARTICLE 8 SATISFACTION AND DISCHARGE

8.1

8.2

8.3

8.4

8.5

8.6

ARTICLE 9 SHARE INTEREST PAYMENT ELECTION

9.1

ARTICLE 10 SUCCESSORS

10.1

10.2

ARTICLE 11 COMPULSORY ACQUISITION

11.1

11.2

11.3

11.4

11.5

11.6

11.7

11.8

ARTICLE 12 MEETINGS OF NOTEHOLDERS

12.1

12.2

12.3

12.4

12.5

12.6

12.7

12.8

12.9

12.10

12.11

12.12

12.13

12.14

12.15

12.16

12.17

12.18

ARTICLE 13 GUARANTEE

13.1

13.2

13.3

13.4

ARTICLE 14 NOTICES

14.1

14.2

14.3

14.4

ARTICLE 15 CONCERNING THE NOTE TRUSTEE

15.1

15.2

15.3

15.4

15.5

15.6

15.7

15.8

15.9

15.10

15.11

15.12

15.13

15.14

15.15

15.16

15.17

15.18

15.19

15.20

15.21

ARTICLE 16 SUPPLEMENTAL INDENTURES

16.1

ARTICLE 17 RIGHTS OF RESCISSION

17.1

ARTICLE 18 EXECUTION AND FORMAL DATE

18.1

18.2

BETWEEN:

THERATECHNOLOGIES INC., a corporation incorporated under the laws of Québec (hereinafter referred to as the “Corporation”)

- and -

COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company incorporated under the federal laws of Canada (hereinafter referred to as the “Note Trustee”)

Definitions

“this Note Indenture”, “this Indenture”, “hereto”, “herein”, “hereby”, “hereunder”, “hereof” and similar expressions refer to this Indenture and not to any particular Article, Section, subsection, clause, subdivision or other portion hereof and include any and every instrument supplemental or ancillary hereto;

“90% Redemption Right” has the meaning ascribed thereto in Section 2.2(e)(vii);

“90% Redemption Right Notice” has the meaning ascribed thereto in Section 2.2(e)(vii);

“1934 Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

“Acceptance Notice” has the meaning ascribed thereto in Section 2.2(e)(iii);

“Affiliate” and “Associate”, when used to indicate a relationship with a Person, have the respective meanings as ascribed thereto in the Securities Act (Québec);

“Applicable Securities Legislation” means applicable securities laws (including published rules, regulations, policies, policy statements, blanket orders, notices, rulings and instruments) in each of the Provinces of Canada;

“Authorized Officer” means authorized officer(s) of the Corporation;

“Base Share” has the meaning ascribed thereto in Section 2.2(f)(iii);

“Beneficial Holder” means any Person who holds a beneficial interest in a Global Note as shown on the books of the Depository or a Depository Participant;

“Board of Directors” means the board of Directors of the Corporation;

“Business Day” means any day which is not a Saturday or Sunday or a statutory holiday in the Province of Québec or any other day on which businesses of the Note Trustee and Canadian banks are generally closed;

“Cash Change of Control” means a Change of Control in which 10% or more of the consideration for the Shares in the transaction or transactions constituting the Change of Control consists of: (i) cash (other than cash payments for fractional Shares and cash payments made in respect of dissenters’ appraisal rights); (ii) trust units, limited partnership units or other participating equity securities of a trust, limited partnership or similar entity that are not traded or intended to be traded immediately following such transaction on a recognized stock exchange; (iii) equity securities or other property that is not traded or intended to be traded immediately following such transaction or transactions on a recognized stock exchange; or (iv) any combination of the consideration described in the foregoing subclauses (i) through (iii);

“Cash Change of Control Conversion Period” has the meaning ascribed thereto in Section 2.2(f)(i);

“Cash Offer Price” has the meaning ascribed thereto in Section 2.2(f)(ii);

“CDS” means CDS Clearing and Depository Services Inc.;

“Change of Control” means the occurrence of any of the following events:

any event as a result of or following which any Person or group of Persons acting jointly or in concert (within the meaning of National Instrument 62-104 - Take-Over Bids and Issuer Bids as at the date hereof), directly or indirectly, acquires voting control or direction over more than 50% of the votes attached to all of the Corporation’s then-issued and outstanding shares;

any amalgamation, consolidation, merger or arrangement by the Corporation with or into any other Person, or of any Person into the Corporation, unless immediately following such transaction, the Persons who had been the Corporation’s shareholders immediately prior to such transaction hold securities giving them, directly or indirectly, voting control or direction over more than 50% of the votes attached to all of the then-issued and outstanding shares of the entity resulting from such transaction; or

the conveyance, transfer, sale, lease or other disposition, directly or indirectly, of all or substantially all of the Corporation’s assets and properties and those of the Corporation’s Subsidiaries, taken as a whole, to another Person or group of Persons acting jointly or in concert (other than to a wholly-owned Subsidiary of the Corporation, or in connection with a reorganization as a result of which the Persons who had been the Corporation’s shareholders immediately prior to such reorganization hold securities giving them, directly or indirectly, voting control or direction over more than 50% of the votes attached to all of the then-issued and outstanding shares of such other Person or group of Persons acting jointly or in concert);

“Change of Control Purchase Date” has the meaning ascribed thereto in Section 2.2(e)(v);

“Conversion Price” means an amount equal to $US1,000 divided by the then applicable Conversion Rate, which as of the date hereof shall correspond to US$14.85;

“Conversion Rate” means the conversion rate of 67.3401 Shares per US$1,000 principal amount of Notes, which conversion rate shall be subject to adjustment from time to time in accordance with the provisions of Article 5, provided that such number shall at all times be rounded to four decimal places;

“Corporation” means Theratechnologies Inc. and includes any successor to or of the Corporation that shall have complied with the provisions of Article 10;

“Counsel” means legal counsel, who may be counsel for the Corporation, acceptable to the Note Trustee, acting reasonably;

“Current Market Price” for any applicable date means the US dollar equivalent of the VWAP of the Shares for the 20 consecutive Trading Days ending five Trading Days preceding the date of the applicable event (utilizing only days on which the Shares actually trade), calculated by determining daily VWAP for each of such 20 consecutive Trading Days, converting each such daily VWAP to US dollars at the Bank of Canada daily exchange rate for such day, and determining the arithmetic average of such 20 daily VWAPs. If the Shares are not listed on the TSX, reference will be made for the purpose of the foregoing calculation to the principal securities exchange or market on which the Shares are listed or quoted or, if no such prices are available, Current Market Price shall be the fair value of the Shares as reasonably determined by the Board of Directors;

“Date of Conversion” has the meaning ascribed thereto in Section 5.4(b);

“deemed year” has the meaning ascribed thereto in Section 2.7(b);

“Defeased Notes” has the meaning ascribed thereto in Section 8.6(b);

“Depository” means, with respect to the Notes issued in the form of one or more Global Notes, the Person designated as depository by the Corporation pursuant to Section 3.2 until a successor depository shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Depository” shall mean each Person who is then a depository hereunder, and if at any time there is more than one such Person, “Depository” as used with respect to the Notes shall mean each depository with respect to the Global Notes or the Notes, CDS being the initial Depositary;

“Depository Participant” means a broker, dealer, bank, other financial institution or other Person for whom from time to time, a Depository effects book-entry for a Global Note deposited with the Depository;

“Directors” means the directors of the Corporation on the date hereof or such directors as may, from time to time, be appointed or elected directors of the Corporation pursuant to the Corporation’s articles and by-laws, and applicable laws, and “Director” means any one of them, and reference to action by the Directors means action by the Directors as a board;

“Effective Date” has the meaning ascribed thereto in Section 2.2(f)(ii);

“Event of Default” has the meaning ascribed thereto in Section 7.1;

“Expiration Date” has the meaning ascribed thereto in Section 5.5(e);

“Expiration Time” has the meaning ascribed thereto in Section 5.5(e);

“Expiry Date” has the meaning ascribed thereto in Section 2.2(e)(ii);

“Exercise Price” has the meaning ascribed thereto in Section 5.5(f);

“Expiry Time” has the meaning ascribed thereto in Section 2.2(e)(ii);

“Extraordinary Resolution” has the meaning ascribed thereto in Section 12.12;

“Freely-Tradeable” means, in respect of any Shares or any other securities of the Corporation or any other Person, as the case may be, that such Shares or securities (i) may be issued without the necessity of filing a prospectus or any other similar offering document (other than such prospectus or similar offering document that has already been filed) under Applicable Securities Legislation and such issue does not constitute a distribution (other than a distribution already qualified by prospectus or similar offering document or that is otherwise exempt from prospectus requirements) under Applicable Securities Legislation; and (ii) can be traded by the holder thereof without any restriction under Applicable Securities Legislation, such as hold periods, except in the case of a control distribution (as defined in the Applicable Securities Legislation);

“Fully-Registered Notes” means the Notes registered as to both principal, premium, if any, and interest;

“generally accepted accounting principles” means generally accepted accounting principles in Canada, as amended from time to time, as applicable to the Corporation and for greater certainty includes International Financial Reporting Standards as and to the extent applicable to the Corporation;

“Global Note” means a Note that is issued to and registered in the name of the Depository, or its nominee, pursuant to Section 2.3 for purposes of being held by or on behalf of the Depository as custodian for participants in the Depository’s book-entry only registration system;

“Government Obligations” means securities issued or guaranteed by the Government of Canada or any Province thereof;

“guarantee” means any guarantee, undertaking to assume, endorse, contingently agree to purchase, or to provide funds for the payment of, or otherwise become liable in respect of, all or any part of, any indebtedness, liability or other obligations;

“Guarantee Agreement” means any guarantee agreement to be entered into from time to time by Subsidiaries of the Corporation in accordance with the provisions of Article 13;

“Guarantors” means the Subsidiaries of the Corporation that guarantee the Notes from time to time in accordance with the provisions of Article 13 and, as of the date hereof, comprises the Subsidiaries of the Corporation listed in Schedule “D” hereto;

“Interest Account” has the meaning ascribed thereto in Section 9.1(h);

“Interest Obligation” means the obligation of the Corporation to pay interest on the Notes, as and when the same becomes due;

“Interest Payment Date” means June 30 and December 31 of each year until all interest has been paid on the Notes, the first Interest Payment Date being December 31, 2018;

“Make-Whole Premium” has the meaning ascribed thereto in Section 2.2(f)(i);

“Make-Whole Premium Shares” has the meaning ascribed thereto in Section 2.2(f)(ii);

“Maturity Account” means an account or accounts required to be established by the Corporation (and which shall be maintained by and subject to the control of the Note Trustee) for the Notes pursuant to and in accordance with this Indenture;

“Maturity Date” means June 30, 2023 or such other date on which the Notes become due and payable;

“Note Offer” has the meaning ascribed thereto in Section 2.2(e)(i);

“Note Trustee” means Computershare Trust Company of Canada or its successor or successors for the time being as trustee hereunder;

“Noteholders” or “holders” means the Persons for the time being entered in the register for Notes as registered holders of Notes or any transferees of such Persons by endorsement or delivery;

“Notes” means US$57,500,000 aggregate principal amount of 5.75% convertible unsecured senior notes of the Corporation created and issued pursuant to the terms of this Indenture and guaranteed by the Guarantors;

“Offer Price” has the meaning ascribed thereto in Section 2.2(e)(i);

“Officer’s Certificate” means a certificate of the Corporation signed by any one member of the Board of Directors or any one Authorized Officer of the Corporation, on behalf of the Corporation, in such capacity, and not in his personal capacity;

“Person” means and includes any individual, corporation, limited partnership, general partnership, joint stock company, limited liability company, joint venture, association, company, trust, bank, trust company, pension fund, business trust or other organization, whether or not a legal entity and any government, governmental agency and political subdivision thereof;

“Privacy Laws” has the meaning ascribed thereto in Section 15.18;

“Prospectus” has the meaning ascribed thereto in Section 17.1;

“Purchased Shares” has the meaning ascribed thereto in Section 5.5(e);

“Qualified Institutional Buyer” means a “qualified institutional buyer” as such term is defined in Rule 144A under the 1933 Act;

“Redemption Date” has the meaning ascribed thereto in Section 4.3;

“Redemption Notice” has the meaning ascribed thereto in Section 4.3;

“Redemption Price” means, in respect of a Note, the amount, including accrued and unpaid interest up to but excluding the Redemption Date fixed for such Note as provided for in Section 4.3, payable on the Redemption Date;

“Regulation S” means Regulation S adopted by the SEC under the 1933 Act;

“Restricted Notes” means collectively the Restricted Uncertificated Notes and Restricted Physical Notes;

“Restricted Physical Note” means a definitive Note that bears the U.S. Legend;

“Restricted Uncertificated Note” means an Uncertificated Note that is marked to bear the U.S. Legend;

“SEC” has the meaning ascribed thereto in Section 15.20;

“SEDAR” means the System for Electronic Document Analysis and Retrieval accessible at ▇▇▇.▇▇▇▇▇.▇▇▇;

“Share Bid Request” means a request for bids to purchase Shares (to be issued by the Corporation on the Share Delivery Date) made by the Note Trustee in accordance with the Share Interest Payment Election Notice and that shall make the acceptance of any bid conditional upon the acceptance of sufficient bids to result in aggregate proceeds from such issue and sale of Shares that, together with the cash payments by the Corporation in lieu of fractional Shares, if any, equal the Interest Obligation;

“Share Delivery Date” means a date, not more than 90 days and not less than one Business Day prior to the applicable Interest Payment Date, upon which Shares are issued by the Corporation and delivered to the Note Trustee for sale pursuant to Share Purchase Agreements (together with the cash payments by the Corporation, if any, required to be made in order to pay in full the applicable Interest Obligation);

“Share Interest Payment Election” means an election to satisfy an Interest Obligation on the applicable Interest Payment Date in the manner described in the Share Interest Payment Election Notice;

“Share Interest Payment Election Amount” means the sum of the amount of the aggregate proceeds resulting from the sale of Shares on the Share Delivery Date pursuant to acceptable bids obtained pursuant to the Share Bid Requests, together with any amount paid by the Corporation in respect of fractional Shares pursuant to Section 9.1(g), that is equal to the aggregate amount of the Interest Obligation in respect of which the Share Interest Payment Election Notice was delivered;

“Share Interest Payment Election Notice” means a written notice made by the Corporation to the Note Trustee specifying:

the Interest Obligation to which the election relates;

the Share Interest Payment Election Amount;

the investment banks, brokers or dealers through which the Note Trustee shall seek bids to purchase the Shares and the conditions of such bids, which may include the minimum number of Shares, minimum price per Share, timing for closing for bids and such other matters as the Corporation may specify; and

that the Note Trustee shall accept through the investment banks, brokers or dealers selected by the Corporation only those bids which comply with such notice;

“Share Proceeds Investment” has the meaning ascribed thereto in Section 9.1(h);

“Share Purchase Agreement” means an agreement in customary form among the Corporation, the Note Trustee and the Persons making acceptable bids pursuant to a Share Bid Request, which complies with all applicable laws, including the Applicable Securities Legislation and the rules and regulations of any stock exchange on which the Notes or Shares are then listed;

“Shares” means fully paid and non-assessable common shares of the Corporation, as such common shares are constituted on the date of execution and delivery of this Indenture; provided that in the event of a change or a subdivision, revision, reduction, combination or consolidation thereof, any reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, sale or conveyance or liquidation,

dissolution or winding-up, or such successive changes, subdivisions, redivisions, reductions, combinations or consolidations, reclassifications, capital reorganizations, consolidations, amalgamations, arrangements, mergers, sales or conveyances or liquidations, dissolutions or windings-up, then, subject to adjustments, if any, having been made in accordance with the provisions of Section 5.5, “Shares” shall mean the shares or other securities or property resulting from such change, subdivision, redivision, reduction, combination or consolidation, reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, sale or conveyance or liquidation, dissolution or winding-up;

“Subsidiary” when used to indicate a relationship with a Person, has the same meaning as set out in Section 2 of the Business Corporations Act (Québec);

“Successor” has the meaning ascribed thereto in Section 10.1;

“Tax Act” means the Income Tax Act (Canada) and the regulations promulgated thereunder, in each case, as amended from time to time;

“Time of Expiry” means the time of expiry of certain rights with respect to the conversion of Notes under Section 5.1(a);

“Trading Day” means, with respect to the TSX or other market for securities, any day on which such exchange or market is open for trading or quotation;

“TSX” means the Toronto Stock Exchange or its successor or successors;

“Uncertificated Note” means any Note which is not issued as part of a Note certificate;

“United States” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

“Unrestricted Notes” means collectively Unrestricted Physical Notes and Unrestricted Uncertificated Notes;

“Unrestricted Physical Note” means a definitive Note that does not bear the U.S. Legend;

“Unrestricted Uncertificated Note” means a Note that is not marked to bear the U.S. Legend;

“U.S. Legend” has the meaning ascribed thereto in Section 2.12;

“U.S. Securities Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

“VWAP” means the volume-weighted average trading price of the Shares for the applicable day or period; and

“Written Direction of the Corporation” means an instrument in writing signed by any Director of the Corporation or any Authorized Officer of the Corporation on behalf of the Corporation.

Meaning of “Outstanding”

Notes which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof;

when a new Note has been issued in substitution for a Note which has been lost, stolen or destroyed, only one of such Note shall be counted for the purpose of determining the aggregate principal amount of Notes outstanding; and

for the purposes of any provision of this Indenture entitling holders of outstanding Notes to vote, sign consents, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Noteholders, Notes owned directly or indirectly, by the Corporation or a Subsidiary of the Corporation shall be disregarded except that:

for the purpose of determining whether the Note Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the holders of Notes present or represented at any meeting of Noteholders, only the Notes which the Note Trustee knows are so owned shall be so disregarded;

Notes so owned which have been pledged in good faith other than to the Corporation or a Subsidiary of the Corporation shall not be so disregarded if the pledgee shall establish to the satisfaction of the Note Trustee the pledgee’s right to vote such Notes, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Corporation or a Subsidiary of the Corporation; and

Notes so owned shall not be disregarded if they are the only Notes outstanding.

Headings

Time of Essence

References

references to Articles, Sections and Schedules are to Articles, Sections and Schedules in this Indenture; and

“hereto”, “herein”, “hereby”, “hereunder”, “hereof” and similar expressions, without reference to a particular provision, refer to this Indenture.

Certain Rules of Interpretation

the singular includes the plural and vice versa; and

references to any gender shall include references to all genders.

Day Not a Business Day

Applicable Law

Conflict

Currency

Accounting Terms

Calculations

Language

Severability

Entire Agreement

Successors and Assigns

Benefits of Indenture

Trust Provisions

Schedules

Limit of Notes

Form and Terms of Notes

The Notes shall be designated as “5.75% Convertible Unsecured Senior Notes”.

The Notes shall be dated June 19, 2018. The Notes shall mature on the Maturity Date. The Notes shall bear interest from the date of issue at the rate of 5.75% per annum, payable in US dollars in equal installments semi-annually in arrears on June 30 and December 31 in each year computed on the basis of a 360-day year composed of twelve

30-day months. The first such payment will be due on December 31, 2018 and the last such payment (representing interest payable from and including the last Interest Payment Date to, but excluding, the Maturity Date or the earlier date of redemption, repayment or conversion of the Notes) will be due on the Maturity Date or the earlier date of redemption, repayment or conversion, payable after as well as before maturity and after as well as before default, with interest on amounts after maturity or in default at the same rate, compounded semi-annually, computed on the basis of a 360-day year composed of twelve 30-day months. For certainty, the first interest payment will include interest accrued and unpaid from and including June 19, 2018 up to, but excluding, December 31, 2018 which will be equal to US$30.67 for each US$1,000 principal amount of the Notes.

The Notes shall be issued in denominations of US$1,000 and integral multiples of US$1,000 and the Note Trustee is hereby appointed as registrar and transfer agent for the Notes. Each Note and the certificate of the Note Trustee endorsed thereon shall be issued in substantially the form set out in Schedule A to this Indenture, and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform with general usage, all as may be determined by the Board of Directors or an Authorized Officer executing such Note in accordance with Section 2.4 hereof, as conclusively evidenced by his or her execution of a Note. Each Note shall additionally bear such distinguishing letters and numbers as the Note Trustee shall approve. Notwithstanding the foregoing, a Note may be in such other form or forms as may, from time to time, be approved by a resolution of the Board of Directors or as specified in an Officer’s Certificate. The Notes may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another.

Upon and subject to the provisions and conditions of Article 9 and provided no Event of Default has occurred and is continuing, the Corporation may elect, from time to time, to raise funds to satisfy all or part of the Interest Obligation on the Notes on any Interest Payment Date (including, for greater certainty, following conversion or upon maturity or redemption) by delivering Freely-Tradeable Shares to the Note Trustee for sale through the facilities of a registered broker/dealer.

Within 30 days following the occurrence of a Change of Control, the Corporation shall be obligated to offer to purchase all Notes then outstanding. The terms and conditions of such obligation are set out below:

Within 30 days following the occurrence of a Change of Control, the Corporation shall deliver to the Note Trustee a notice in writing stating that there has been a Change of Control and specifying the date on which such Change of Control occurred and the circumstances or events giving rise to such Change of Control together with an offer in writing (the “Note Offer”) to purchase all of the Notes

then outstanding from the holders thereof at a price per Note equal to 100% of the principal amount thereof together with accrued and unpaid interest thereon up to but excluding the Change of Control Purchase Date (as defined below) (the “Offer Price”). The Note Trustee will promptly thereafter deliver, by prepaid courier or mail, the Note Offer to the holders of all Notes then outstanding, at their addresses appearing in the registers of holders of Notes maintained by the Note Trustee.

The Note Offer shall specify the date (the “Expiry Date”) and time (the “Expiry Time”) on which the Note Offer shall expire which date and time shall not, unless otherwise required by Applicable Securities Legislation, be earlier than the close of business on the 35^th day and not later than the close of business on the 60^th day following the date on which such Note Offer is made.

The Note Offer shall specify that the Note Offer may be accepted by the holders of Notes by tendering the Notes so held by them to the Note Trustee at its offices in Montreal, Québec or Toronto, Ontario at or before the Expiry Time together with an acceptance notice (the “Acceptance Notice”) in form and substance acceptable to the Note Trustee.

The Note Offer shall state that holders of Notes may accept the Note Offer in respect of all or a portion (in a minimum amount of US$1,000 principal amount and multiples thereof) of their Notes.

The Note Offer shall specify a date (the “Change of Control Purchase Date”) no later than the third Business Day following the Expiry Date on which the Corporation shall take up and pay for all Notes duly tendered in acceptance of the Note Offer.

The Corporation shall on or before 11:00 a.m. (Montreal time) on the Business Day immediately prior to the Change of Control Purchase Date pay to the Note Trustee by wire transfer or such other means as may be acceptable to the Note Trustee, an amount of money sufficient to pay the aggregate Offer Price in respect of all Notes duly tendered to the Note Offer (less any tax required by law to be deducted). The Note Trustee, on behalf of the Corporation, will pay the Offer Price to the holders of Notes in the respective amounts to which they are entitled in accordance with the Note Offer as aforesaid.

If holders of 90% or more of the aggregate principal amount of Notes outstanding on the date the Corporation delivers the Note Offer to the Note Trustee accept the Note Offer, the Corporation shall have the right (the “90% Redemption Right”), upon written notice (the “90% Redemption Right Notice”) provided to the Note Trustee within ten days following the Expiry Date, to redeem on the purchase date specified in the Note Offer all the Notes remaining outstanding at the Offer Price and on the other terms and conditions provided herein. Upon receipt of such notice by the Note Trustee, the Note Trustee shall promptly provide written notice to each holder of outstanding Notes (other than those that have accepted the Note Offer) that:

the Corporation has exercised the 90% Redemption Right and is purchasing all outstanding Notes effective as at the Change of Control Purchase Date at the Offer Price;

such holder must surrender its Notes to the Note Trustee within ten days after the sending of such notice; provided that with respect to a Global Note, the obligation to surrender a Note to the Note Trustee shall be satisfied if the Note Trustee makes a notation on the Global Note of the principal amount thereof so transferred; and

the rights of such holder under the terms of the Notes and this Indenture shall cease effective as of the Change of Control Purchase Date provided the Corporation has, on or before the date on which the Corporation delivers the 90% Redemption Notice to the Note Trustee, paid the aggregate Offer Price to, or to the order of, the Note Trustee and thereafter such holder’s Notes shall not be considered to be outstanding and such holder shall not have any rights hereunder except to receive such Offer Price to which such holder is entitled upon surrender and delivery of such holder’s Notes in accordance with the Indenture.

The Corporation shall on or before 11:00 a.m. (Montreal time) on the Business Day immediately prior to the date on which the Corporation delivers the 90% Redemption Right Notice pay to the Note Trustee by wire transfer or such other means as may be acceptable to the Note Trustee an amount of money sufficient to pay the aggregate Offer Price in respect of all Notes to be redeemed pursuant to the 90% Redemption Right (less any tax required by law to be deducted). The Note Trustee, on behalf of the Corporation, will pay the Offer Price to the holders of Notes in the respective amounts to which they are entitled in accordance with the exercise of the 90% Redemption Right as aforesaid upon surrender and delivery of such holders’ Notes.

The Notes in respect of which the Corporation has made payment to the Note Trustee in accordance with the terms of this Section 2.2(e) (or the portion thereof tendered in acceptance of the Note Offer) shall thereafter no longer be considered to be outstanding under this Indenture. The Corporation shall also deposit with the Note Trustee a sum of money sufficient to pay any charges or expenses which may be incurred by the Note Trustee in connection with the Note Offer and the exercise of the 90% Redemption Right if applicable. All Notes in respect of which payment of the Offer Price has been so made shall be cancelled by the Note Trustee.

In the event a portion of the principal amount only of a Note is tendered by a holder thereof in acceptance of the Note Offer, the Corporation shall execute and deliver to the Note Trustee and the Note Trustee shall certify and deliver to the holder, without charge to such holder, a certificate representing the principal amount of the Note not so tendered in acceptance of the Note Offer.

In addition to the requirements of Section 2.2(e) in respect of a Change of Control, the following provisions shall apply in respect of the occurrence of a Cash Change of Control:

During the period beginning on the occurrence of a Cash Change of Control and ending immediately prior to the expiry of the Note Offer (the “Cash Change of Control Conversion Period”), holders of Notes will be entitled to convert their Notes, in whole or in part, and receive, in addition to the number of Shares they would otherwise be entitled to receive in accordance with the provisions and conditions of Section 5.1(a) and Article 5, an additional number of Shares (or cash or other property or securities in substitution therefor) per US$1,000 principal amount of Notes as set out in subsections (ii), (iii), (iv), (v), (vi) and (vii) of this Section 2.2(f) (the “Make-Whole Premium”).

The number of additional Shares per US$1,000 principal amount of Notes constituting the Make-Whole Premium (the “Make-Whole Premium Shares”) will be determined by reference to the table following subsection (iii) below and is based on the date on which the Cash Change of Control becomes effective (the “Effective Date”) and the price paid per Share in the transaction constituting the Change of Control (the “Cash Offer Price”), converted (if applicable) to US dollars at the Bank of Canada daily exchange rate on the Effective Date. If holders of Shares receive (or are entitled and able in all circumstances to receive) only cash in the transaction constituting the Change of Control, the Cash Offer Price shall be the cash amount paid per Share, converted (if applicable) to US dollars at the Bank of Canada daily exchange rate on the Effective Date. Otherwise, the Cash Offer Price shall be equal to the Current Market Price of the Shares on the day immediately preceding the Effective Date of such transaction.

The following table shows the number of Make-Whole Premium Shares for each hypothetical Cash Offer Price and Effective Date set out below, expressed as additional Shares per US$1,000 principal amount of Notes. For the avoidance of doubt, the Corporation shall not be obliged to pay the Make-Whole Premium otherwise than by issuance of the applicable number of Shares in excess of the number of Shares to which holders would otherwise have been entitled at the Conversion Price (the “Base Shares”) upon conversion of the Notes in accordance with the provisions and conditions of Article 5.

Effective

Date

19-Jun-18

30-Jun-19

30-Jun-20

30-Jun-21

30-Jun-22

30-Jun-23

Effective

Date

19-Jun-18

30-Jun-19

30-Jun-20

30-Jun-21

30-Jun-22

30-Jun-23

The actual Cash Offer Price and Effective Date may not be set out on the table above, in which case:

if the actual Cash Offer Price on the Effective Date is between two Cash Offer Prices in the table or the actual Effective Date is between two Effective Dates in the table, the number of Make-Whole Premium Shares will be determined by a straight-line interpolation between the Make-Whole Premium set out for the two Cash Offer Prices and the two Effective Dates on the table based on a 365-day year, as applicable;

if the Cash Offer Price on the Effective Date exceeds US$25.00 per Share, subject to adjustment as described below, the Make-Whole Premium and the number of Make-Whole Premium Shares to be issued will be zero; and

if the Cash Offer Price on the Effective Date is less than US$10.85 per Share, subject to adjustment as described below, the Make-Whole Premium and the number of Make-Whole Premium Shares to be issued will be zero.

The Cash Offer Prices set out in the table above will be adjusted as of any date on which the Conversion Rate of the Notes is adjusted. The adjusted Cash Offer Prices will equal the Cash Offer Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Cash Offer Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of additional Make-Whole Premium Shares set out in the table above will be adjusted in the same manner as the Conversion Rate as set out under Section 5.5, other than as a result of an adjustment to the Conversion Rate by adding the Make-Whole Premium as described above. The provisions of Section 5.11 shall be applicable in connection with determinations under this Section 2.2(f).

Notwithstanding the foregoing, if the Date of Conversion of any Notes occurs during the period beginning on the tenth Trading Day prior to the Effective Date and ending at the close of business on the Effective Date, the holders of such Notes shall, on conversion of their Notes, be entitled to receive the relevant number of Make-Whole Premium Shares (as may be adjusted pursuant to

Section 5.5) only on the Business Day immediately following the Effective Date and, for greater certainty, only if the Change of Control occurs. The Base Shares shall be issued in accordance with the terms of this Indenture applicable to a conversion of Notes otherwise than during the Cash Change of Control Conversion Period, including at the then-applicable Conversion Price.

The Make-Whole Premium Shares shall be deemed to have been issued upon conversion of Notes on the Business Day immediately following the Effective Date. Section 5.5 shall apply to such conversion and, for greater certainty, the former holders of Notes in respect of which the Make-Whole Premium Shares are issuable shall be entitled to receive and shall accept, in lieu of the Make-Whole Premium Shares, the number of shares or other securities or property of the Corporation or of the Person or other entity resulting from the transaction that constitutes the Cash Change of Control that such holders would have been entitled to receive if such holders had been the registered holders of the applicable number of Make-Whole Premium Shares on the Effective Date.

Except as otherwise provided in this Section 2.2(f), all other provisions of this Indenture applicable to a conversion of Notes shall apply to a conversion of Notes during the Cash Change of Control Conversion Period.

Notwithstanding anything in this Indenture to the contrary, if holders of Notes would otherwise be entitled to receive upon conversion of the Notes, any property (including cash) or securities that would not constitute “prescribed securities” for the purposes of clause 212(1)(b)(vii)(E) of the Tax Act as it applied on December 31, 2007 (referred to herein as “ineligible consideration”), such holders shall not be entitled to receive such ineligible consideration but the Corporation or its successor or acquiror, as the case may be, shall have the right (at the sole option of the Corporation or such successor or acquiror, as the case may be) to deliver either such ineligible consideration or such “prescribed securities” with a market value (as conclusively determined by the Board of Directors) equal to the market value of such ineligible consideration.

Issue of Global Notes

The Corporation may specify that the Notes are to be issued in whole or in part as one or more Global Notes registered in the name of a Depository, or its nominee, designated by the Corporation in the Written Direction of the Corporation delivered to the Note Trustee at the time of issue of such Notes, and in such event the Corporation shall execute and the Note Trustee shall certify and deliver one or more Global Notes that shall:

represent an aggregate amount equal to the principal amount of the outstanding Notes to be represented by one or more Global Notes;

be delivered by the Note Trustee to such Depository or pursuant to such Depository’s instructions; and

bear a legend substantially to the following effect:

Each Depository designated for a Global Note must, at the time of its designation and at all times while it serves as such Depository, be a clearing agency registered or designated under the securities legislation of the jurisdiction where the Depository has its principal offices.

Execution of Notes

Certification

Mutilation, Loss, Theft or Destruction

Concerning Interest

Except as may otherwise be provided in this Indenture or in a Written Direction of the Corporation in respect of the Notes and subject to Section 2.2(b) with respect to the calculation of interest in respect of the initial interest payment to be paid on the Notes, all Notes issued hereunder, whether originally or upon exchange or in substitution for previously issued Notes which are interest bearing, shall bear interest (i) from and including their issue date provided that all the Notes shall bear interest from and including the date hereof, or (ii) from and including the last Interest Payment Date in respect of which interest shall have been paid or made available for payment on the outstanding Notes, whichever shall be the later, in all cases, to but excluding the next Interest Payment Date. All interest shall accrue from day to day and shall be payable in arrears for the actual number of days lapsed in the relevant interest period. Interest payable in a calendar year shall be payable semi-annually in arrears. Interest on all Notes issued hereunder shall accrue up to, but not including the Maturity Date, the Redemption Date or the Date of Conversion, as applicable, for such Notes, unless, upon due presentation, payment of principal or delivery of amounts, securities or other property payable or deliverable hereunder and payment of any accrued and unpaid interest or other amounts payable hereunder is improperly withheld or refused.

Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. Subject to Section 2.2(b) in respect of the method for calculating the amount of interest to be paid on the Notes on the first Interest Payment Date in respect thereof, with respect to any of the Notes, whenever interest is computed on a basis of a year (the “deemed year”) which contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest shall be expressed as a yearly rate for purposes of the Interest Act (Canada) by multiplying such rate of interest by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year.

For the purposes solely of disclosure under the Interest Act (Canada), whenever interest to be paid on the Notes is to be calculated on the basis of a year of 360 days consisting of twelve 30-day months, the yearly rate of interest to which the rate used in such calculation is equivalent during any particular period is the rate so used multiplied by a fraction of which:

the numerator is the product of:

the actual number of days in the calendar year in which such period ends, and

the sum of (x) the product of 30 and the number of complete months elapsed in the relevant period and (y) the number of days elapsed in any incomplete month in the relevant period, and

the denominator is the product of (i) 360 and (ii) the actual number of days in the relevant period.

Rank of Notes

Payments of Amounts Due on Maturity

Payment of Interest

As interest becomes due on each Note (except at maturity, on conversion or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Note) the Corporation, either directly or through the Note Trustee or any agent of the Note Trustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds, or such other means as may be agreed to by the Note Trustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Note appearing on the registers maintained by the Note Trustee at the close of business on the fifth Business Day prior to the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Note Trustee must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Note becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Note, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the Person to whom it is so sent as aforesaid, the Corporation or the Note Trustee will issue to such Person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Note in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Note Trustee with the same effect as though payment had been made in the manner provided above.

Notwithstanding Section (a), if the Notes are represented by one or more Global Notes, then all payments of interest on the Global Notes shall be made by electronic funds transfer or cheque made payable to the Depository or its nominee on the day interest is payable for subsequent payment to Beneficial Holders of interests in the applicable Global Note, unless the Corporation and the Depository otherwise agree. None of the Corporation, the Note Trustee or any agent of the Note Trustee for any Note issued as a Global Note will be liable or responsible to any Person for any aspect of the records related to or payments made on account of beneficial interests in any Global Note or for maintaining, reviewing, or supervising any records relating to such beneficial interests.

The Corporation authorizes the Note Trustee to convert or cause to be converted through an agent or Affiliate, the United States dollar cash payment on account of interest, premium, if any, or principal payable to a Noteholder in respect of the Notes, into Canadian dollars, at the rate of conversion available to the Note Trustee on the date the funds are converted, if the Noteholder so provides a written direction to the Note Trustee requesting its receipt in Canadian dollars. By providing the written request, the Noteholder will have acknowledged and agreed that the exchange rate for one United States dollar expressed in Canadian dollars will be based on the exchange rate available to the Note Trustee on the date the funds are converted. Noteholders electing to have their payments paid in Canadian dollars will have further acknowledged and agreed that any change to the currency exchange rates of the United States or Canada will be at the sole risk of the Noteholder and the Corporation shall not be liable for any variation on the currency exchange rate.

Withholding Tax

U.S. Legend

The Notes and Shares issuable upon conversion thereof have not been and will not be registered under the 1933 Act or any state securities laws. To the extent that Notes are offered and sold in the United States to Qualified Institutional Buyers in reliance on an exemption from registration under Rule 144A under the 1933 Act, such Notes and all Shares issuable on conversion thereof (collectively, the “Securities”), shall be “restricted securities” within the meaning assigned to that term in Rule 144(a)(3) under the 1933 Act. Subject to subsection 2.12(c), such Securities, as well as all securities issued in

exchange for or in substitution of the Securities, shall be issued in certificated form bearing the legend below or under a separate, restricted CUSIP number and, until such time as the same is no longer required under applicable requirements of the 1933 Act or state securities laws, shall bear the following legend (the “US Legend”):

The parties hereto hereby acknowledge and agree that the Securities may not be reoffered, or resold, pledged or otherwise transferred except: (i) to the Corporation; (ii) outside the United States in accordance with Regulation S and in compliance with applicable local laws and regulations; (iii) in compliance with the exemption from registration under the 1933 Act provided by (A) Rule 144 under the 1933 Act, or (B) Rule 144A under the 1933 Act, if applicable, and, in each case, in accordance with applicable state securities laws; or (iv) in a transaction that does not require registration under the 1933 Act or any applicable state securities laws.

Notwithstanding subsection 2.12(a), to the extent that a Qualified Institutional Buyer acquiring the Notes pursuant to the Offering has duly executed and delivered a U.S. Purchaser Letter substantially as set forth in Schedule I, such Notes shall be included in the Unrestricted Notes, and any Shares issued to such Qualified Institutional Buyer upon conversion of such Notes shall neither be required to be issued under a restricted CUSIP nor bear a U.S. Legend.

Fully-Registered Notes

With respect to the Notes issuable as Fully-Registered Notes, the Corporation shall cause to be kept by and at the principal offices of the Note Trustee in Montreal, Québec or Toronto, Ontario and by the Note Trustee or such other registrar as the Corporation, with the approval of the Note Trustee, may appoint at such other place or places, if any, as may be specified in the Notes or as the Corporation may designate with the approval of the Note Trustee, a register in which shall be entered the names and addresses of the holders of Fully-Registered Notes and particulars of the Notes held by them respectively and of all transfers of Fully-Registered Notes. Such registration shall be noted on the Notes by the Note Trustee or other registrar unless a new Note shall be issued upon such transfer.

No transfer of a Fully-Registered Note shall be valid unless made on such register referred to in Section 3.1(a) by the registered holder or such holder’s executors, administrators or other legal representatives or a mandatary duly appointed by an instrument in writing in form and execution satisfactory to the Note Trustee or other registrar upon surrender of the Note together with a duly-executed form of transfer acceptable to the Note Trustee and upon compliance with such other reasonable requirements as the Note Trustee or other registrar may prescribe, nor unless the name of the transferee shall have been noted on the Note by the Note Trustee or other registrar, whereupon new Notes will be issued in authorized denominations in the same aggregate principal amount as the Notes so transferred, registered in the names of the transferees.

Notwithstanding any other provisions in this Indenture or the Notes, transfers and exchanges of Restricted Notes shall be made in accordance with this Section 3.1(c):

Transfer and Exchange of Interests in a Restricted Uncertificated Note for Interests in an Unrestricted Uncertificated Note. An interest in a Restricted Uncertificated Note may be exchanged by any holder thereof for an interest in an Unrestricted Uncertificated Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Uncertificated Note if the Note Trustee receives the following:

if the holder of such interest in a Restricted Uncertificated Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Uncertificated Note, a certificate from such holder in the form of Schedule H, including the certifications in item (1)(a) thereof; or

if the holder of such beneficial interest in a Restricted Uncertificated Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Uncertificated Note, a certificate from such holder in the form of Schedule G, including the certifications in items (2) or (3) thereof;

Transfer of Restricted Physical Note for Restricted Physical Note. A Restricted Physical Note may be transferred to a Person who takes delivery thereof in the form of a Restricted Physical Note if the Note Trustee receives a certificate to the effect set forth in Schedule G, including the certifications in item (1) thereof.

Transfer and Exchange of Restricted Physical Notes for Unrestricted Physical Notes. A Restricted Physical Note may be exchanged by the holder thereof for an Unrestricted Physical Note or transferred to a Person who takes delivery thereof in the form of an Unrestricted Physical Note if the Note Trustee receives the following:

if the holder of such Restricted Physical Note proposes to exchange such Note for an Unrestricted Physical Note, a certificate from such holder in the form of Schedule H, including the certifications in item (1)(b) thereof; or

if the holder of such Restricted Physical Note proposes to transfer such Note to a Person who shall take delivery thereof in the form of an Unrestricted Physical Note, a certificate from such holder in the form of Schedule G, including the certifications in item (2) or (3) thereof; and, in each such case set forth in this Section 3.1(c)(i), an opinion of counsel in form reasonably acceptable to the Corporation and the Note Trustee to the effect that such transfer or exchange is in compliance with the 1933 Act and all applicable state securities laws.

Global Notes

With respect to the Notes issuable in whole or in part as one or more Global Notes, the Corporation shall cause to be kept by and at the principal offices of the Note Trustee in Montreal, Québec or Toronto, Ontario and by the Note Trustee or such other registrar as the Corporation, with the approval of the Note Trustee, may appoint at such other place or places, if any, as the Corporation may designate with the approval of the Note Trustee, a register in which shall be entered the name and address of the holder of each such Global Note (being the Depository, or its nominee, for such Global Note) as holder thereof and particulars of the Global Note held by it, and of all transfers thereof. If the Notes are at any time not Global Notes, the provisions of Section 3.1 shall govern with respect to registrations and transfers of such Notes.

Notwithstanding any other provision of this Indenture, a Global Note may not be transferred by the registered holder thereof and accordingly, no definitive certificates shall be issued to Beneficial Holders except in the following circumstances or as otherwise specified in a resolution of the Board of Directors or an Officer’s Certificate relating to the Notes:

Global Notes may be transferred by a Depository to a nominee of such Depository or by a nominee of a Depository to such Depository or to another nominee of such Depository or by a Depository or its nominee to a successor Depository or its nominee;

Global Notes may be transferred at any time after (i) the Depository for such Global Notes or the Corporation has notified the Note Trustee that the Depository is unwilling or unable to continue as Depository for such Global Notes, or (ii) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a Depository under Section 2.3(b), provided in each case that at the time of such transfer the Note Trustee and the Corporation are unable to locate a qualified successor Depository for such Global Notes;

Global Notes may be transferred at any time after the Corporation has determined, in its sole discretion, with the consent of the Note Trustee to terminate the book-entry only registration system in respect of such Global Notes and has communicated such determination to the Note Trustee in writing;

Global Notes may be transferred at any time after the Note Trustee has determined that an Event of Default has occurred and is continuing with respect to the Notes issued as a Global Note, provided that Beneficial Holders of the Notes representing, in the aggregate, more than 25% of the aggregate principal amount of the Notes advise the Depository in writing, through the Depository Participants, that the continuation of the book-entry only registration system for the Notes is no longer in their best interest and also provided that at the time of such transfer the Note Trustee has not waived the Event of Default pursuant to Section 7.3;

Global Notes may be transferred if required by applicable law; or

Global Notes may be transferred if the book-entry only registration system ceases to exist.

With respect to the Global Notes, unless and until definitive certificates have been issued to Beneficial Holders of the Notes pursuant to subsection 3.2(b):

the Corporation and the Note Trustee may deal with the Depository for all purposes (including paying interest on the Notes) as the sole holder of the Notes and the authorized representative of the Beneficial Holders;

the rights of the Beneficial Holders of the Notes shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Beneficial Holders and the Depository or the Depository Participants;

the Depository will make book-entry transfers among the Depository Participants; and

whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders evidencing a specified percentage of the outstanding Notes, the Depository shall be deemed to be counted in that percentage only to the extent that it has received instructions to such effect from the Beneficial Holders of the Notes or the Depository Participants, and has delivered such instructions to the Note Trustee.

Whenever a notice or other communication is required to be provided to Noteholders, unless and until definitive certificate(s) have been issued to Beneficial Holders of the Notes pursuant to this Section 3.2, the Note Trustee shall provide all such notices and communications to the Depository and the Depository shall deliver such notices and communications to such Beneficial Holders in accordance with Applicable Securities Legislation. Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 3.2(b) with respect to the Notes issued hereunder, the Note Trustee shall notify all applicable Depository Participants and Beneficial Holders, through the Depository, of the availability of definitive Note certificates. Upon surrender by the Depository of the certificate(s) representing the Global Notes and receipt of new registration instructions from the Depository, the Note Trustee shall deliver the definitive Note certificates for such Notes to the holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 3.1 and the remaining Sections of this Article 3.

Notwithstanding any other provisions of this Indenture or the Notes, except as may be required by the Note Trustee or the Depository, no written orders or instructions shall be required to be delivered to the Note Trustee to effect a transfer of a beneficial interest in a Global Note to Persons who take delivery thereof in the form of a beneficial interest in the same Global Note.

Transferee Entitled to Registration

No Notice of Trusts

Registers Open for Inspection

Exchanges of Notes

Subject to Section 3.7, Notes in any authorized form or denomination, other than Global Notes, may be exchanged for Notes in any other authorized form or denomination, bearing the same interest rate and of the same aggregate principal amount as the Notes so exchanged.

In respect of exchanges of Notes permitted by Section 3.6(a), Notes may be exchanged only at the principal offices of the Note Trustee in Montreal, Québec, Toronto, Ontario or at such other place or places, if any, as may be specified in the Notes and at such other place or places as may from time to time be designated by the Corporation with the approval of the Note Trustee. Any Notes tendered for exchange shall be surrendered to the Note Trustee. The Corporation shall execute and the Note Trustee shall certify all Notes necessary to carry out exchanges as aforesaid. All Notes surrendered for exchange shall be cancelled.

Notes issued in exchange for Notes which at the time of such issue have been selected or called for redemption at a later date shall be deemed to have been selected or called for redemption in the same manner and shall have noted thereon a statement to that effect.

Closing of Registers

Neither the Corporation nor the Note Trustee nor any registrar shall be required to:

make transfers or exchanges or conversion of Fully-Registered Notes on any Interest Payment Date, on the Maturity Date or during the five Business Days preceding any such date;

make transfers or exchanges of any Notes on the day of any selection by the Note Trustee of Notes to be redeemed or during the five preceding Business Days; or

make transfers or exchanges of any Notes which will have been selected or called for redemption unless upon due presentation thereof for redemption such Notes shall not be redeemed.

Subject to any restriction herein provided, the Corporation with the approval of the Note Trustee may at any time close any register for the Notes, other than those kept at the principal offices of the Note Trustee in Montreal, Québec or Toronto, Ontario, and transfer the registration of any Notes registered thereon to another register (which may be an existing register) and thereafter such Notes shall be deemed to be registered on such other register. Notice of such transfer shall be given to the holders of such Notes.

Charges for Registration, Transfer and Exchange

for any exchange, registration, transfer or discharge from registration of any Note applied for within a period of two months from the date of the first delivery of Notes;

for any exchange of a Global Note as contemplated in Section 3.2;

for any exchange of any Note resulting from a partial redemption under Section 4.2;

for any exchange of any Note resulting from a partial conversion under Section 5.4(d);

for any exchange of any Note resulting from a partial purchase under Section 2.2(e); or

for any exchange of any Note in denominations in excess of $1,000 for Notes of lesser denominations, provided that the Notes surrendered for exchange shall not have been issued as a result of any previous exchange other than an exchange pursuant to subsection (a) above.

Ownership of Notes

Unless otherwise required by law, the Person in whose name any registered Note is registered shall for all the purposes of this Indenture be and be deemed to be the owner thereof and payment of or on account of the principal of and premium, if any, on such Note and interest thereon shall be made to such registered holder.

Neither the Corporation nor the Note Trustee shall have any liability for:

any aspect of the records relating to the beneficial ownership of the Notes held by a Depository or of the payments relating thereto; or

maintaining, supervising or reviewing any such records relating to the Notes.

The registered holder for the time being of any registered Note shall be entitled to the principal, premium, if any, and/or interest evidenced by such instruments, respectively, free from all equities or rights of compensation or counterclaim between the Corporation and the original or any intermediate holder thereof and all Persons may act accordingly and the receipt of any such registered holder for any such principal, premium or interest shall be a good discharge to the Corporation and/or the Note Trustee for the same and neither the Corporation nor the Note Trustee shall be bound to inquire into the title of any such registered holder.

Where Notes are registered in more than one name, the principal, premium, if any, and interest from time to time payable in respect thereof may be paid to the order of all such holders, failing written instructions from them to the contrary, and the receipt of any one of such holders therefore shall be a valid discharge, to the Note Trustee, any registrar and to the Corporation.

In the case of the death of one or more joint holders of any Note the principal, premium, if any, and interest from time to time payable thereon may be paid to the order of the survivor or survivors of such registered holders and the receipt of any such survivor or survivors therefor shall be a valid discharge to the Note Trustee and any registrar and to the Corporation.

Optional Redemption

Partial Redemption

Notice of Redemption

Notes Due on Redemption Date

Deposit of Redemption Monies

Failure to Surrender Notes Called for Redemption

Cancellation of Notes Redeemed

Purchase of Notes by the Corporation

Deposit of Maturity Monies

Conversion Right

Each holder of Notes shall have the right at such holder’s option, at any time prior to the close of business on the earliest of (i) the last Business Day immediately preceding the Maturity Date, (ii) the last Business Day immediately preceding the Redemption Date specified by the Corporation for redemption of the Notes by notice to the holders of Notes in accordance with Sections 2.2(c) and 4.3 of this Indenture, and (iii) the last Business Day immediately preceding the payment date in the event the Corporation is required to offer to repurchase the Notes in the event of a Change of Control in accordance with Section 2.2(e) of this Indenture (the earliest of which will be the “Time of Expiry” for the purposes of Article 5 of the Indenture in respect of the Notes), to convert the whole or, in the case of a Note of a denomination in excess of US$1,000, any part which is US$1,000 or an integral multiple thereof, of the principal amount of such Note into fully-paid and non-assessable Freely-Tradeable Shares at the Conversion Rate in effect on the Date of Conversion. Notwithstanding the foregoing, no Notes may be converted during the five Business Days preceding each Interest Payment Date.

The Conversion Rate in effect on the date hereof shall be equal to 67.3401 Shares for each US$1,000 principal amount of Notes, resulting in a Conversion Price as of the date hereof equal to US$14.85, subject to the terms of Section 5.6. Noteholders converting their Notes will receive, as the case may be, interest that has accrued but not been paid from the most recently completed Interest Payment Date to but excluding the date of conversion. Holders converting their Notes on an Interest Payment Date will receive the respective interest payment. The Conversion Rate applicable to the Shares, securities or other property receivable on the conversion of the Notes is subject to adjustment pursuant to the provisions of Section 5.5.

Notice of Expiry of Conversion Privilege

Revival of Right to Convert

Manner of Exercise of Right to Convert

The holder of a Note desiring to convert such Note in whole or in part into Shares shall surrender such Note to the Note Trustee at its principal offices in Montreal, Québec or Toronto, Ontario together with the conversion notice in the form attached hereto as Schedule C, or any other written notice in a form satisfactory to the Note Trustee, duly executed by the holder or his executors or administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Note Trustee, exercising his right to convert such Note in accordance with the provisions of this Article 5; provided that with respect to a Global Note, the obligation to surrender a Note to the Note Trustee shall be satisfied if the Note Trustee makes notation on the Global Note of the principal amount thereof so converted and the Note Trustee is provided with all other documentation which it may request. Such Noteholder shall be or, subject to payment of all applicable stamp or security transfer taxes or other governmental charges and compliance with all reasonable requirements of the Note Trustee, his nominee(s) or assignee(s) shall be entitled to be entered in the books of the Corporation as at the Date of Conversion (or such later date as is specified in Section 5.4(b)) as the holder of the number of Shares into which such Note is convertible as of the Business Day immediately following the Date of Conversion in accordance with the provisions of this Article 5 and, as soon as practicable thereafter, the Corporation shall (i) deliver to such Noteholder or, subject as aforesaid, his nominee(s) or assignee(s), a certificate or certificates for such Shares and (ii) make or cause to be made any payment of interest to which such holder is entitled in accordance with Section 5.4(e) hereof or in respect of fractional Shares as provided in Section 5.6. Where the Depository is the registered holder of the Note, the Note Trustee shall accept delivery of and act upon a Depository letter of instruction in place of a conversion notice signed by the registered holder, containing all pertinent conversion information and accompanied by such other documentation submitted by the Depository which the Note Trustee may deem satisfactory to effect the conversion being requested.

For the purposes of this Article 5, a Note shall be deemed to be surrendered for conversion on the date on which it is so surrendered when the register of the Note Trustee is open and in accordance with the provisions of this Article 5 or, in the case of a Global Note, on the date which the Note Trustee received notice of and all necessary documentation in respect of the exercise of the conversion rights and, in the case of a Note so surrendered by post or other means of transmission, on the date on which it is received by the Note Trustee at its offices specified in Section 5.4(a); provided that if a Note is surrendered for conversion on a day on which the register of Shares is closed the Person or Persons entitled to receive Shares shall become the holder or holders of record of such Shares as at the date on which such register is next reopened (in each case, the “Date of Conversion”).

Any part, being US$1,000 or an integral multiple thereof, of a Note in a denomination in excess of US$1,000 may be converted as provided in this Article and all references in this Indenture to conversion of Notes shall be deemed to include conversion of such part.

Upon a holder of any Note exercising the right of conversion in respect of only a part of the Note and surrendering such Note to the Note Trustee, in accordance with Section 5.4(a) the Note Trustee shall cancel the same and shall without charge forthwith certify and deliver to the holder a new Note or Notes in an aggregate principal amount equal to the unconverted part of the principal amount of the Note so surrendered or, with respect to a Global Note, the Note Trustee shall make notations on the Global Note of the principal amount thereof so converted.

The holder of a Note surrendered for conversion in accordance with this Section 5.4 shall be entitled to receive accrued and unpaid interest in respect thereof from the last Interest Payment Date up to but excluding the Date of Conversion. The Shares issued upon such conversion shall participate only in respect of distributions or dividends declared in favour of shareholders of record on and after the Business Day immediately after the Date of Conversion or such later date as such holder shall become the holder of record of such Shares pursuant to Section 5.4(b), from which applicable date such Shares will for all purposes be and be deemed to be issued and outstanding as fully paid and non-assessable Shares.

In the event of a conversion of Notes into Freely-Tradeable Shares where the holder is subject to withholding taxes, the Note Trustee, on a Written Direction of the Corporation but for the account of the holder, shall sell, or cause to be sold through the investment banks, brokers or dealers selected by the Corporation, out of the Freely-Tradeable Shares issued by the Corporation for this purpose, such number of Freely-Tradeable Shares that together with any cash payment in lieu of fractional Shares, if any, is sufficient to yield net proceeds (after payment of all costs) to cover the amount of taxes required to be withheld, and shall remit same on behalf of the Corporation to the proper tax authorities within the period of time prescribed for this purpose under applicable laws. Any amount of net proceeds (after payment of all costs) in excess of the amount required by applicable law to be withheld will be remitted to the Noteholder.

Adjustment of Conversion Rate

If and whenever at any time prior to the Time of Expiry the Corporation shall (i) subdivide or redivide the outstanding Shares into a greater number of shares, (ii) reduce, combine or consolidate the outstanding Shares into a smaller number of shares, or (iii) issue Shares or securities convertible into Shares by way of a dividend or distribution, the Conversion Rate in effect on the effective date of such subdivision, redivision, reduction, combination or consolidation or on the record date for such issue of Shares by way of a dividend or distribution, as the case may be, shall in the case of any of the events referred to in (i) and (iii) above be increased in proportion to the number of outstanding Shares resulting from such subdivision, redivision, dividend or distribution, or shall, in the case of any of the events referred to in (ii) above, be decreased in proportion to the number of outstanding Shares resulting from such reduction, combination or consolidation. Such adjustment shall be made successively whenever any event referred to in this Section 5.5(a) shall occur. Any such issue of Shares by way of a dividend or distribution shall be deemed to have been made on the record date for the dividend or distribution for the purpose of calculating the number of outstanding Shares under subsections (b) and (c) of this Section 5.5.

If and whenever at any time prior to the Time of Expiry the Corporation shall fix a record date for the issuance of options, rights or warrants to all or substantially all the holders of its outstanding Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Shares (or securities convertible into Shares) at a price per Share (or having a conversion or exchange price per Share) that is less than 95% of the Current Market Price on such record date, the Conversion Rate shall be adjusted immediately after such record date so that it shall equal the rate determined by multiplying the Conversion Rate in effect on such record date by a fraction, of which the denominator shall be the total number of Shares outstanding on such record date plus a number of Shares equal to the quotient obtained by dividing the aggregate price of the total number of additional Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible securities so offered) by such Current Market Price per Share, and of which the numerator shall be the total number of Shares outstanding on such record date plus the total number of additional Shares offered for subscription or purchase (or into which the convertible securities so offered are convertible). Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such options, rights or warrants are not so issued or any such options, rights or warrants are not exercised prior to the expiration thereof, the Conversion Rate shall be readjusted to the Conversion Rate which would then be in effect if such record date had not been fixed or to the Conversion Rate which would then be in effect if only the number of Shares (or securities convertible into Shares) actually issued upon the exercise of such options, rights or warrants were included in such fraction, as the case may be.

If and whenever at any time prior to the Time of Expiry the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Shares of (i) shares of any class other than Shares, (ii) rights, options or warrants (excluding rights, options or warrants described in (b) above), (iii) evidences of its indebtedness, or (iv) other assets (including cash) then, in each such case, the Conversion Rate shall be adjusted immediately after such record date so that it shall equal the rate determined by multiplying the Conversion Rate in effect on such record date by a fraction, of which the denominator shall be (A) the total number of Shares outstanding on such record date multiplied by the Current Market Price per Share on such record date, less (B) the fair market value, in US dollars (as determined in good faith by the Board of Directors, with the approval of the Note Trustee, which determination shall be conclusive), of such shares or rights, options or warrants or evidences of indebtedness or assets so distributed, and of which the numerator shall be the total number of Shares outstanding on such record date multiplied by such Current Market Price per Share. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that such distribution is not so made, the Conversion Rate shall be re-adjusted to the Conversion Rate which would then be in effect if such record date had not been fixed or to the Conversion Rate which would then be in effect based upon such shares or rights, options or warrants or evidences of indebtedness or assets actually distributed, as the case may be.

If and whenever at any time prior to the Time of Expiry, there is a reclassification of the Shares or a capital reorganization or change of the Corporation other than as described in Section 5.5(a) or a consolidation, amalgamation, arrangement, binding share exchange or merger of the Corporation with or into any other Person or other entity or other combination pursuant to which the Shares are converted into or acquired for cash, securities or other property; or any sale, or conveyance or other disposition of the property and assets of the Corporation as an entirety or substantially as an entirety to any other Person (other than a direct or indirect wholly-owned Subsidiary of the Corporation) or other entity or a liquidation, dissolution or winding-up of the Corporation, any holder of a Note who has not exercised its right of conversion prior to the effective time of such reclassification, capital reorganization, change, consolidation, amalgamation, arrangement, binding share exchange, merger, sale, transfer, dispositions or liquidation, dissolution or winding-up, upon the exercise of such right thereafter, shall be entitled to receive and shall accept, in lieu of the number of Shares then sought to be acquired by it, the kind and amount of cash, the number of shares or other securities or property of the Corporation or of the Person or other entity resulting from such reclassification, capital reorganization, change, consolidation, amalgamation, arrangement, binding share exchange, merger, or to which such sale, transfer, disposition may be made or which holders of Shares receive pursuant to such liquidation, dissolution or winding-up, as the case may be, that such holder of a Note would have been entitled to receive on such reclassification, capital reorganization, change, consolidation, amalgamation, arrangement, binding share exchange or merger, sale, transfer, dispositions or liquidation, dissolution or winding-up, if, on the record date or the effective date thereof, as the case may be, the holder had been the registered holder of the number of Shares sought to be acquired by it and to which it was entitled to acquire upon the exercise of the conversion right. The Corporation shall give notice in writing to Noteholders at least 30 days prior to the record date or effective date thereof and by press release stating the consideration into which the Notes will be convertible after the record date or effective date thereof. If determined appropriate by the Board of Directors to give effect to or to evidence the provisions of this Section 5.5(d), the Corporation, its successor, or such purchasing Person or other entity, as the case may be, shall, prior to or contemporaneously with any such reclassification, capital reorganization, change, consolidation, amalgamation, arrangement, binding share exchange, merger, sale, transfer, dispositions or liquidation, dissolution or winding-up or other similar transaction, enter into an indenture which shall provide, to the extent possible, for the application of the provisions set out in this Indenture with respect to the rights and interests thereafter of the holder of Notes to the end that the provisions set out in this Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to any shares or other securities or property to which a holder of Notes is entitled on the exercise of its conversion rights thereafter. Any indenture entered into between the Corporation, any successor to the Corporation or such purchasing Person or other entity and the Note Trustee shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 5.5(d) and which shall apply to successive reclassifications, capital reorganizations, changes, consolidations, amalgamations, mergers, sales, transfers, dispositions and to any successive liquidation, dissolution or winding up or other similar transaction. For greater certainty, nothing in this Section 5.5(d) shall affect or reduce the requirement for any Person to make a Change of Control Purchase Offer or to pay the Make Whole Premium in accordance with Section 2.2, and notice of any transaction to which this Section 5.5(d) applies shall be given in accordance with Section 5.10. The Corporation shall not become a party to any reclassification, capital reorganization, change, consolidation, amalgamation, arrangement, binding share exchange, merger, sale, transfer, dispositions or liquidation, dissolution or winding-up unless its terms are consistent with this Section 5.5(d).

If any issuer bid made by the Corporation or any of its Subsidiaries for all or any portion of Shares shall expire, then, if the issuer bid shall require the payment to shareholders of consideration per Share having a fair market value (determined as provided below) that exceeds the Current Market Price on the last date (the “Expiration Date”) tenders could have been made pursuant to such issuer bid (as it may be amended) (the last time at which such tenders could have been made on the Expiration Date is hereinafter sometimes called the “Expiration Time”), then the Conversion Rate shall be adjusted so that it shall equal the rate determined by multiplying the Conversion Rate in effect immediately preceding the close of business on the Expiration Date by a fraction of which (i) the numerator shall be the sum of (A) the fair market value of the aggregate consideration (the fair market value as determined in good faith by the Board of Directors, whose determination shall be conclusive evidence of such fair market value and which shall be evidenced by an Officer’s Certificate delivered to the Trustee) payable to shareholders based on the acceptance (up to any maximum specified in the terms of the issuer bid) of all Shares validly tendered and not withdrawn as of the Expiration Time (the Shares deemed so accepted, up to any such maximum, being referred to as the “Purchased Shares”) and (B) the product of the number of Shares outstanding (less any Purchased Shares) at the Expiration Time and the Current Market Price on the Expiration Date, and (ii) the denominator of which shall be the product of the number of Shares outstanding (including Purchased Shares) at the Expiration Time multiplied by the Current Market Price on the Expiration Date, such increase to become effective immediately preceding the opening of business on the Business Day following the Expiration Date. In the event that the Corporation is obligated to purchase Shares pursuant to any such issuer bid, but the Corporation is permanently prevented by applicable law from effecting any or all such purchases or any or all such purchases are rescinded, the Conversion Rate shall again be adjusted to be the Conversion Rate which would have been in effect based upon the number of Shares actually purchased, if any. If the application of this Section 5.5(e) to any issuer bid would result in a decrease in the Conversion Rate, no adjustment shall be made for such issuer bid under this Section 5.5(e).

For purposes of this Section 5.5(f), the term “issuer bid” shall mean an issuer bid under Applicable Securities Legislation or a take-over bid under Applicable Securities Legislation by a Subsidiary of the Corporation for the Shares but shall exclude a repurchase under a normal course issuer bid, and all references to “purchases” of Shares in issuer bids (and all similar references) shall mean and include the purchase of Shares in issuer bids and all references to “tendered Shares” (and all similar references) shall mean and include Shares tendered in issuer bids. If the exercise, purchase or conversion price provided for in any rights, options, warrants or other securities exchangeable for or convertible into Shares (the “Exercise Price”) referred to in Section 5.5(b) or 5.5(c) is decreased, the Conversion Rate will forthwith be changed so as to increase the Conversion Rate to the Conversion Rate that would have been obtained if the adjustment to the Conversion Rate made under Section 5.5(b) or 5.5(c), as the case may be, with respect to such rights, options, warrants or other securities exchangeable for or convertible into Shares had been made on the basis of the Exercise Price as so decreased, provided that the terms of this Section 5.5(f) will not apply to any decrease in the Exercise Price resulting from terms in any such rights, options, warrants or convertible securities designed to prevent dilution except to the extent that the resulting increase in the Conversion Rate under this Section 5.5(f) would be greater than the increase, if any, in the Conversion Rate to be made under the terms of this Article 5 by virtue of the occurrence of the event giving rise to such decrease in the Exercise Price.

In any case in which this Section 5.5 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of such event, issuing to the holder of any Note converted after such record date and before the occurrence of such event the additional Shares issuable upon such conversion by reason of the adjustment required by such event before giving effect to such adjustment; provided, however, that the Corporation shall deliver to such holder an appropriate instrument evidencing such holder’s right to receive such additional Shares upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Shares declared in favour of holders of record of Shares on and after the Date of Conversion or such later date as such holder would, but for the provisions of this Section 5.5(g), have become the holder of record of such additional Shares pursuant to Section 5.4(b).

The adjustments provided for in this Section 5.5 are cumulative and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section, provided that, notwithstanding any other provision of this Section, no adjustment of the Conversion Rate shall be required unless such adjustment would have the effect of increasing or decreasing by at least 1% the Conversion Price then in effect; provided however, that any adjustments which by reason of this Section 5.5(h) are not required to be made shall be carried forward and taken into account in any subsequent adjustment.

For the purpose of calculating the number of Shares outstanding, Shares owned by or for the benefit of the Corporation shall not be counted.

In the event of any question arising with respect to the adjustments provided in this Section 5.5, such question shall be conclusively determined by a firm of nationally recognized chartered accountants appointed by the Corporation and acceptable to the Note Trustee (who shall not be the auditors of the Corporation); such accountants shall have access to all necessary records of the Corporation and such determination shall be binding upon the Corporation, the Note Trustee, and the Noteholders. The fees and expenses of such accountants shall be borne by the Corporation.

In case the Corporation shall take any action affecting the Shares other than action described in this Section 5.5, which in the opinion of the Board of Directors, would materially affect the rights of Noteholders, the Conversion Rate shall be increased in such manner and at such time, by action of the Board of Directors, subject to the prior written consent of the TSX (or, if the Notes are not listed thereon, on such other exchange on which the Notes are then listed), as the Board of Directors in their sole discretion may determine to be equitable in the circumstances. Failure of the Board of Directors to make such an adjustment shall be conclusive evidence that they have determined that it is equitable to make no adjustment in the circumstances.

Subject to the prior written consent of the TSX or such other exchange on which the Notes are then listed, no adjustment in the Conversion Rate shall be made in respect of any event described in Section 5.5 other than the events described in Section 5.5(a)(i) or 5.5(a)(ii) if the holders of the Notes are entitled to participate in such event on the same terms mutatis mutandis as if they had converted their Notes prior to the effective date or record date, as the case may be, of such event.

Except as stated above in this Section 5.5, no adjustment will be made in the Conversion Rate for any Notes as a result of the issuance of Shares by way of private placement to investors on a prospectus exempt basis, or by way of a prospectus which is made to the public in general, at less than the Current Market Price for such Shares on the date of issuance or the then applicable Conversion Price.

No Requirement to Issue Fractional Shares

Corporation to Reserve Shares

Cancellation of Converted Notes

Certificate as to Adjustment

Notice of Special Matters

Protection of Note Trustee

shall not at any time be under any duty or responsibility to any Noteholder to determine whether any facts exist which may require any adjustment in the Conversion Rate, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making the same;

shall not be accountable with respect to the validity or value (or the kind or amount) of any Shares or other securities or property which may at any time be issued or delivered upon the conversion of any Note;

shall not be responsible for any failure of the Corporation to make any cash payment or to issue, transfer or deliver Shares or Share certificates upon the surrender of any Note for the purpose of conversion, or to comply with any of the covenants contained in this Article; and

shall be entitled to act and rely on any adjustment calculation of the Corporation.

Payment of Cash in Lieu of Shares

Restricted CUSIP or U.S. Legend on Certain Shares

To Pay Principal, Premium (if any) and Interest

To Pay Note Trustee’s Remuneration

To Give Notice of Default

Preservation of Existence, etc.

Keeping of Books

Financial Statements

Annual Certificate of Compliance

No Dividend or Distributions on Shares if Event of Default

Performance of Covenants by Note Trustee

Maintain Listing

Events of Default

failure for 15 days to pay interest on the Notes when due;

failure to pay principal or premium, if any, on the Notes when due whether at maturity, upon redemption, or a Change of Control by declaration or otherwise (whether by way of payment of cash or delivery of Shares);

default in the delivery, when due, of all cash and any Shares or other consideration, including any Make-Whole Premium Shares, payable on conversion with respect to the Notes which default continues for 15 days;

default in the observance or performance of any covenant or condition of this Indenture by the Corporation or if any Guarantor defaults in the performance or observance of any covenant, agreement or condition in its Guarantee, and the failure to cure (or obtain a waiver for) such default for a period of 30 days after notice in writing has been given to the Corporation or any Guarantor by the Note Trustee or by the holders of not less than 25% in principal amount of the Notes then outstanding specifying such default and requiring the Corporation or any Guarantor to rectify such default or obtain a waiver for same;

if a decree or order of a court having jurisdiction is entered adjudging the Corporation or any Guarantor a bankrupt or insolvent under the Bankruptcy and Insolvency Act (Canada) or any other bankruptcy, insolvency or similar laws, or if a sequestration or process of execution is issued against, or against any material part of, the property of the Corporation or any Guarantor, or appointing a receiver of, or any substantial part of, the property of the Corporation or any Guarantor or ordering the winding-up or liquidation of its affairs, and any such decree or order continues unstayed and in effect for a period of 60 days;

if the Corporation or any Guarantor institutes proceedings to be adjudicated bankrupt or insolvent, or consents to the institution of bankruptcy or insolvency proceedings against it under the Bankruptcy and Insolvency Act (Canada) or any other bankruptcy, insolvency or similar laws, or consents to the filing of any such petition or to the appointment of a receiver of, or any substantial part of, the property of the Corporation or any Guarantor or makes a general assignment for the benefit of creditors, or admits in writing its inability to pay its debts generally as they become due;

if any proceedings with respect to the Corporation or any Guarantor are taken with respect to a compromise or arrangement, including under the Companies’ Creditors Arrangement Act (Canada) or the Business Corporations Act (Québec);

if a default occurs or exists under any indenture, agreement or other instrument evidencing or governing indebtedness for money borrowed by the Corporation or any Guarantor having an outstanding principal amount in excess of US$10 million (or the equivalent amount in any other currency) individually or in the aggregate and as a result of such default, such indebtedness is accelerated and has become due and payable before the date it would otherwise have been due and payable; or

if a resolution is passed for the winding-up or liquidation of the Corporation or any Guarantor except in the course of carrying out or pursuant to a transaction in respect of which the conditions of Section 10.1 are duly observed and performed.

Notice of Events of Default

Waiver of Default

the holders of the Notes shall have the power (in addition to the powers exercisable by Extraordinary Resolution as hereinafter provided) by requisition in writing by the holders of more than 50% of the principal amount of Notes then outstanding or by Extraordinary Resolution of Noteholders at a meeting held in accordance with Article 12 hereof, to instruct the Note Trustee to waive any Event of Default and to cancel any declaration made by the Note Trustee pursuant to Section 7.1 and the Note Trustee shall thereupon waive the Event of Default and cancel such declaration, or either, upon such terms and conditions as shall be prescribed in such requisition; and

the Note Trustee, so long as it has not become bound to declare the principal and interest on the Notes then outstanding to be due and payable, or to obtain or enforce payment of the same, shall have power to waive any Event of Default if, in the Note Trustee’s opinion, the same shall have been cured or adequate satisfaction made therefor, and in such event to cancel any such declaration theretofore made by the Note Trustee in the exercise of its discretion, upon such terms and conditions as the Note Trustee may deem advisable.

Enforcement by the Note Trustee

No Suits by Noteholders

Application of Monies by Note Trustee

Except as herein otherwise expressly provided, any monies received by the Note Trustee from the Corporation or any Guarantor pursuant to the foregoing provisions of this Article 7, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the Corporation or any Guarantor, shall be applied, together with any other monies in the hands of the Note Trustee available for such purpose, as follows:

first, in payment or in reimbursement to the Note Trustee of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Note Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided;

second, but subject as hereinafter in this Section 7.6 provided, in payment, rateably and proportionately to (and in the case of applicable withholding taxes, if any, on behalf of) the holders of Notes, of the principal of and premium (if any) and accrued and unpaid interest and interest on amounts in default on the Notes which shall then be outstanding in the priority of principal first and then premium and then accrued and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal, premium (if any) and interest as may be directed by such resolution; and

third, in payment of the surplus, if any, of such monies to the Corporation or its assigns;

provided, however, that no payment shall be made pursuant to clause (ii) above in respect of the principal, premium or interest on any Note held, directly or indirectly, by or for the benefit of the Corporation or any Subsidiary (other than any Note pledged for value and in good faith to a Person other than the Corporation or any Subsidiary but only to the extent of such Person’s interest therein) except subject to the prior payment in full of the principal, premium (if any) and interest (if any) on all Notes which are not so held.

The Note Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving therefrom such amount as the Note Trustee may think necessary to provide for the payments mentioned in Section 7.6(a), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Notes, but it may retain the money so received by it and invest or deposit the same as provided in Section 15.9 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set out. The foregoing shall, however, not apply to a final payment or distribution hereunder.

Notice of Payment by Note Trustee

Note Trustee May Demand Production of Notes

Remedies Cumulative

Judgment Against the Corporation

Immunity of the Directors, Officers and Others

Cancellation and Destruction

Non-Presentation of Notes

the Corporation shall be entitled to pay or deliver to the Note Trustee and direct the Note Trustee to set aside;

in respect of monies or Shares in the hands of the Note Trustee which may or should be applied to the payment of the Notes, the Corporation shall be entitled to direct the Note Trustee to set aside; or

if the redemption was pursuant to notice given by the Note Trustee, the Note Trustee may itself set aside,

Repayment of Unclaimed Monies or Shares

Discharge

Satisfaction

The Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Notes and the Note Trustee, at the expense of the Corporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Notes, when, with respect to all of the outstanding Notes, either:

the Corporation has deposited or caused to be deposited with the Note Trustee as trust funds or property in trust for the purpose of making payment on such Notes, an amount in money or Shares, if applicable, sufficient to pay, satisfy and discharge the entire amount of principal, premium, if any, and interest, if any, to maturity or any repayment date or Redemption Dates or any Change of Control Purchase Date or upon conversion or otherwise, as the case may be, of such Notes (including the maximum amount of Shares that may be payable as Make-Whole Premium); or

the Corporation has deposited or caused to be deposited with the Note Trustee as property in trust for the purpose of making payment on such Notes such amount in United States dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or Shares, if applicable or as will be sufficient to pay and discharge the entire amount of principal, premium, if any, and accrued and unpaid interest to maturity or any repayment date, as the case may be, of all such Notes;

the Corporation has paid, caused to be paid or made provisions to the satisfaction of the Note Trustee for the payment of all other sums payable or which may be payable (including the maximum number of Shares that may be payable as Make-Whole Premium) with respect to all of such Notes (together with all applicable expenses of the Note Trustee in connection with the payment of such Notes);

the Corporation has delivered to the Note Trustee an Officer’s Certificate and an opinion of Counsel stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Notes have been complied with;

no Event of Default shall have occurred and be continuing on the date of the deposit referred to in this Section 8.5;

such release does not result in a breach or violation of, or constitute a default under, any material agreement or instrument to which the Corporation is a party or by which the Corporation is bound; and

the Corporation shall have delivered to the Note Trustee an Officer’s Certificate stating that the deposit referred to in this Section 8.5 was not made by the Corporation with the intent of preferring the Noteholders over the other creditors of the Corporation or with the intent of defeating, hindering, delaying or defrauding creditors of the Corporation or others.

Upon the satisfaction of the conditions set out in this Section 8.5 with respect to all the outstanding Notes, the terms and conditions of the Notes, including the terms and conditions with respect thereto set out in this Indenture (other than those contained in Article 2, Article 4 and Article 6 and Section 7.4 and the provisions of Article 1 pertaining to the foregoing provisions) shall no longer be binding upon or applicable to the Corporation.

Any funds or obligations deposited with the Note Trustee pursuant to this Section 8.5 shall be denominated in the currency or denomination of the Notes in respect of which such deposit is made.

If the Note Trustee is unable to apply any money or securities in accordance with this Section 8.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Corporation’s and Guarantor’s obligations under this Indenture and the affected Notes shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 8.5 until such time as the Note Trustee is permitted to apply all such money or securities in accordance with this Section 8.5, provided that if the Corporation has made any payment in respect of principal, premium or interest on Notes or, as applicable, other amounts because of the reinstatement of its obligations, the Corporation shall be subrogated to the rights of the holders of such Notes to receive such payment from the money or securities held by the Note Trustee.

Continuance of Rights, Duties and Obligations

Where trust funds or trust property have been deposited pursuant to Section 8.5, the holders of Notes and the Corporation shall continue to have and be subject to their respective rights, duties and obligations under Article 2, Article 4 and Article 5 and the provisions of Article 1 pertaining to the foregoing provisions, as may be applicable.

In the event that, after the deposit of trust funds or trust property pursuant to Section 8.5 in respect of Notes (the “Defeased Notes”), any holder of any of the Defeased Notes from time to time converts its Notes to Shares or other securities of the Corporation in accordance with Article 5 or any other provision of this Indenture, the Note Trustee shall upon receipt of a Written Direction of the Corporation return to the Corporation from time to time the proportionate amount of the trust funds or other trust property deposited with the Note Trustee pursuant to Section 8.5 in respect of the Defeased Notes which is applicable to the Defeased Notes so converted (which amount shall be based on the applicable principal amount of the Defeased Notes being converted in relation to the aggregate outstanding principal amount of all the Defeased Notes).

In the event that, after the deposit of trust funds or trust property pursuant to Section 8.5, the Corporation is required to purchase any outstanding Notes pursuant to subsection 2.2(e) in relation to Notes, the Corporation shall be entitled to use any trust money or trust property deposited with the Note Trustee pursuant to Section 8.5 for the purpose of paying to any holders of Defeased Notes who have accepted any such offer of the Corporation the Offer Price payable to such holders in respect of such offer to purchase the Notes. Upon receipt of a Written Direction of the Corporation, the Note Trustee shall be entitled to pay to such holder from such trust money or trust property deposited with the Note Trustee pursuant to Section 8.5 in respect of the Defeased Notes which is applicable to the Defeased Notes held by such holders who have accepted any such offer from the Corporation (which amount shall be based on the applicable principal amount of the Defeased Notes held holders that accept any such offer in relation to the aggregate outstanding principal amount of all the Defeased Notes).

Share Interest Payment Election

Subject to compliance with all Applicable Securities Legislation and any applicable U.S. securities laws, and provided that no Event of Default has occurred and is continuing under this Indenture and that all applicable regulatory approvals have been obtained (including any required approval of any stock exchange on which the Notes or Shares are then listed), the Corporation shall have the right, from time to time to pay the Interest Obligation on an Interest Payment Date (i) in cash; (ii) by delivering sufficient Shares to the Note Trustee, for sale, in which event holders of the Notes will be entitled to receive a cash payment equal to the interest payable from the US dollar equivalent of the proceeds of the sale of such Shares; or (iii) any combination of (i) and (ii) above, by making Share Interest Payment Election in respect of any Interest Obligation, in whole or in part, and by delivering a Share Interest Payment Election Notice to the Note Trustee no later than the earlier of: (i) the date required by applicable law or the rules of any stock exchange on which the Notes or Shares are then listed, and (ii) the day which is 15 Business Days prior to the Interest Payment Date to which the Share Interest Payment Election relates.

Upon receipt of a Share Interest Payment Election Notice, the Note Trustee shall, in accordance with this Article 9 and such Share Interest Payment Election Notice, deliver Share Bid Requests to the investment banks, brokers or dealers identified by the Corporation, in its absolute discretion, in the Share Interest Payment Election Notice. In connection with the Share Interest Payment Election, the Note Trustee shall: (i) accept delivery of the Shares from the Corporation and process the Shares in accordance with the Share Interest Payment Election Notice and this Article 9; (ii) accept bids with respect to, and consummate sales of, such Shares, each as the Corporation shall direct in its absolute discretion through the investment banks, brokers or dealers identified by the Corporation in the Share Interest Payment Election Notice; (iii) invest the proceeds of such sales on the direction of the Corporation in Government Obligations which mature prior to the applicable Interest Payment Date and use such proceeds to pay the Interest Obligation in respect of which the Share Interest Payment Election was made; (iv) deliver proceeds to holders of Notes to satisfy all or a portion of the Corporation’s Interest Obligations, as directed by the Corporation in the Share Interest Payment Election Notice; and (v) perform any other action necessarily incidental thereto. The Share Interest Payment Election Notice shall direct the Note Trustee to solicit and accept only, and each Share Bid Request shall provide that the acceptance of any bid is conditional on the acceptance of, sufficient bids to result in aggregate proceeds from such issue and sale of Shares which, together with the cash payments to be made by the Corporation in lieu of fractional Shares, if any, equal the Interest Obligation on the Share Delivery Date.

The Share Interest Payment Election Notice shall provide for, and all bids shall be subject to, the right of the Corporation, by delivering written notice to the Note Trustee at any time prior to the consummation of such delivery and sale of the Shares on the Share Delivery Date, to withdraw the Share Interest Payment Election (which shall have the effect of withdrawing each related Share Bid Request), whereupon the Corporation shall be obliged to pay in cash the Interest Obligation in respect of which the Share Interest Payment Election Notice has been delivered.

Any sale of Shares pursuant to this Article 9 may be made to one or more Persons whose bids are solicited, but all such sales with respect to a particular Share Interest Payment Election shall take place concurrently on the Share Delivery Date.

The amount received in cash by a holder of a Note in respect of the Interest Obligation or the entitlement thereto will not be affected by whether or not the Corporation elects to satisfy the Interest Obligation pursuant to a Share Interest Payment Election.

The Note Trustee shall inform the Corporation promptly following receipt of any bid or bids for Shares solicited pursuant to the Share Bid Requests. The Note Trustee shall accept such bid or bids as the Corporation, in its absolute discretion, shall direct by Written Direction of the Corporation, provided that the aggregate proceeds of all sales of Shares resulting from the acceptance of such bids, together with the amount of any cash payment by the Corporation in lieu of any fractional Shares, on the Share Delivery Date, must be equal to the related Share Interest Payment Election Amount in connection with any bids so accepted, the Corporation, the Note Trustee (if required by the Corporation in its absolute discretion) and the applicable bidders shall, not later than the Share Delivery Date, enter into Share Purchase Agreements and shall comply with all Applicable Securities Legislation, including the securities rules and regulations of any stock exchange on which the Notes or Shares are then listed. The Corporation shall pay all fees and expenses in connection with the Share Purchase Agreements including the fees and commissions charged by the investment banks, brokers and dealers and the fees of the Note Trustee.

Provided that: (i) all conditions specified in each Share Purchase Agreement to the closing of all sales thereunder have been satisfied, other than the delivery of the Shares to be sold thereunder against payment of the purchase price thereof; and (ii) the purchasers under each Share Purchase Agreement shall be ready, willing and able to perform thereunder, in each case on the Share Delivery Date, the Corporation shall, on the Share Delivery Date, deliver to the Note Trustee the Shares to be sold on such date, an amount in cash equal to the value of any fractional Shares and an Officer’s Certificate to the effect that all conditions precedent to such sales, including those set out in this Indenture and in each Share Purchase Agreement, have been satisfied. Upon such deliveries, the Note Trustee shall consummate such sales on such Share Delivery Date by the delivery of the Shares to such purchasers against payment to the Note Trustee in immediately available funds of the purchase price therefore in an aggregate amount equal to the Share Interest Payment Election Amount (less any amount attributable to any fractional Shares), whereupon the sole right of a holder of Notes to receive such holder’s portion of the Share Interest Payment Election Amount will be to receive same from the Note Trustee out of the proceeds of such sales of Shares plus any amount received by the Note Trustee from the Corporation attributable to any fractional Shares in full satisfaction of the Interest Obligation and the holder will have no further recourse to the Corporation in respect of the Interest Obligation.

The Note Trustee shall, on the Share Delivery Date, use the sale proceeds of the Shares (together with any cash received from the Corporation in lieu of any fractional Shares) to purchase, on the direction of the Corporation in writing, Government Obligations which mature prior to the applicable Interest Payment Date and which the Note Trustee is required to hold until maturity (the “Share Proceeds Investment”) and shall, on such date, deposit the balance, if any, of such sale proceeds in an account established by the Corporation (and which shall be maintained by and subject to the control of the Note Trustee) (the “Interest Account”) for such Notes. The Note Trustee shall hold such Share Proceeds Investment (but not income earned thereon) under its exclusive control in an irrevocable trust for the benefit of the holders of the Notes. At least one Business Day prior to the Interest Payment Date, the Note Trustee shall deposit amounts from the proceeds of the Share Proceeds Investment in the Interest Account to bring the balance of the Interest Account to the Share Interest Payment Election Amount. On the Interest Payment Date, the Note Trustee shall pay the funds held in the Interest Account to the holders of record of the Notes on the Interest Payment Date (less any tax required to be deducted, if any) and, provided that there is no Event of Default, shall remit amounts, if any, in respect of income earned on the Share Proceeds Investment or otherwise in excess of the Share Interest Payment Election Amount to the Corporation.

Neither the making of a Share Interest Payment Election nor the consummation of sales of Shares on a Share Delivery Date shall (i) result in the holders of the Notes not being entitled to receive on the applicable Interest Payment Date cash in an aggregate amount equal to the Interest Obligation payable on such date or (ii) entitle or require such holders to receive any Shares in satisfaction of such Interest Obligation.

No fractional Shares will be issued in satisfaction of interest but in lieu thereof the Corporation will satisfy such fractional interest by a cash payment equal to the market price of such fractional interest (less any tax required to be deducted, if any).

Restrictions on Amalgamation, Merger and Sale of Certain Assets, etc.

prior to or contemporaneously with the consummation of such transaction the Corporation and the resulting surviving, continuing or transferee Person (the “Successor”) shall have executed such instruments and done such things as are necessary to ensure that upon the consummation of such transaction:

the Successor has assumed all the covenants and obligations of the Corporation under this Indenture and the Notes;

the Successor is organized and existing under the laws of Canada, or any Province or territory thereof;

the Notes will be valid and binding obligations of the Successor entitling the holders thereof, as against the Successor, to all the rights of Noteholders under this Indenture (including the conversion right set forth in Article 5);

after giving effect to the transaction, no Event of Default, and no event that, after notice or lapse of time, or both, would become an Event of Default, will occur; and

other conditions described in the Indenture that relate to such transaction are met, including the execution and delivery of any Officer’s Certificate under Section 15.6;

such transaction, in the opinion of Counsel, shall be on such terms as to substantially preserve and not impair any of the rights and powers of the Note Trustee or of the Noteholders hereunder; and

no condition or event shall exist as to the Corporation or any Guarantor (at the time of such transaction) or the Successor (immediately after such transaction) and after giving full effect thereto or immediately after the Successor shall become liable to pay the principal monies, premium, if any, interest and other monies due or which may become due hereunder, which constitutes or would constitute an Event of Default hereunder.

Vesting of Powers in Successor

Definitions

“Dissenting Noteholders” means a Noteholder who does not accept an Offer referred to in Section 11.2 and includes any assignee of the Note of a Noteholder to whom such an Offer is made, whether or not such assignee is recognized under this Indenture;

“Offer” means an offer to acquire outstanding Notes, which constitutes a “take-over bid” (within the meaning of National Instrument 62-104-Take-Over Bids and Issuer Bids) for the Notes, where, as of the date of the offer to acquire, the Notes that are subject to the offer to acquire, together with the Offeror’s Notes, constitute in the aggregate 20% or more of the outstanding principal amount of the Notes;

“offer to acquire” includes an acceptance of an offer to sell;

“Offeror” means a Person, or two or more Persons acting jointly or in concert, who make an Offer to acquire Notes;

“Offeror’s Notes” means Notes beneficially owned, or over which control or direction is exercised, on the date of an Offer by the Offeror, any Affiliate or Associate of the Offeror or any Person or company acting jointly or in concert with the Offeror; and

“Offeror’s Notice” means the notice described in Section 11.3.

Offer for Notes

within the time provided in the Offer for its acceptance or within 120 days after the date the Offer is made, whichever period is the shorter, the Offer is accepted by Noteholders representing at least 90% of the outstanding principal amount of the Notes, other than the Offeror’s Notes;

the Offeror is bound to take up and pay for, or has taken up and paid for the Notes of the Noteholders who accepted the Offer; and

the Offeror complies with Sections 11.3 and 11.5,

Offeror’s Notice to Dissenting Shareholders

Noteholders holding at least 90% of the principal amount of all outstanding Notes, other than Offeror’s Notes, have accepted the Offer;

the Offeror is bound to take up and pay for, or has taken up and paid for, the Notes of the Noteholders who accepted the Offer;

Dissenting Noteholders must transfer their respective Notes to the Offeror on the terms on which the Offeror acquired the Notes of the Noteholders who accepted the Offer within 21 days after the date of the sending of the Offeror’s Notice; and

Dissenting Noteholders must send their respective Note certificate(s) to the Note Trustee within 21 days after the date of the sending of the Offeror’s Notice.

Delivery of Note Certificates

Payment of Consideration to Note Trustee

Consideration to be held in Trust

Completion of Transfer of Notes to Offeror

do all acts and things and execute and cause to be executed all instruments as in the Note Trustee’s opinion may be necessary or desirable to cause the transfer of the Notes of the Dissenting Noteholders to the Offeror;

send to each Dissenting Noteholder who has complied with Section 11.4 the consideration to which such Dissenting Noteholder is entitled under this Article 11 net of applicable withholding taxes, if any; and

send to each Dissenting Noteholder who has not complied with Section 11.4 a notice stating that:

his or her Notes have been transferred to the Offeror;

the Note Trustee or some other Person designated in such notice are holding in trust the consideration for such Notes; and

the Note Trustee, or such other Person, will send the consideration to such Dissenting Noteholder as soon as possible after receiving such Dissenting Noteholder’s Note certificate(s) or such other documents as the Note Trustee or such other Person may require in lieu thereof,

Communication of Offer to the Corporation

Right to Convene Meeting

Notice of Meetings

Chairman

Quorum

Power to Adjourn

Show of Hands

Poll

Voting

Proxies

voting by proxy by Noteholders, the form of the instrument appointing a proxy, which shall be in writing, and the manner in which the same shall be executed and the production of the authority of any Person signing on behalf of a Noteholder;

the deposit of instruments appointing proxies at such place as the Note Trustee, the Corporation or the Noteholder convening the meeting, as the case may be, may, in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjournment thereof by which the same must be deposited; and

the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, faxed, or sent by other electronic means before the meeting to the Corporation or to the Note Trustee at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting.

Persons Entitled to Attend Meetings

Powers Exercisable by Extraordinary Resolution

power to authorize the Note Trustee to grant extensions of time for payment of any principal, premium or interest on the Notes, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue;

power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Noteholders or the Note Trustee against the Corporation or any Guarantor, or against their respective property, whether such rights arise under this Indenture or the Notes or otherwise provided that such sanctioned actions are not prejudicial to the Note Trustee;

power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Note which shall be agreed to by the Corporation and to authorize the Note Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission;

power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation or any Guarantor, or for the consolidation, amalgamation, arrangement, combination or merger of the Corporation or any Guarantor with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation, or any Guarantor or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 10.1 shall have been complied with;

power to direct or authorize the Note Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority;

power to waive, and direct the Note Trustee to waive, any default hereunder and/or cancel any declaration made by the Note Trustee pursuant to Section 7.1 either unconditionally or upon any condition specified in such Extraordinary Resolution;

power to restrain any Noteholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Notes, or for the execution of any trust or power hereunder;

power to direct any Noteholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 7.5, of the costs, charges and expenses reasonably and properly incurred by such Noteholder in connection therewith;

power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any Shares or other securities of the Corporation;

power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Note Trustee to exercise, on behalf of the Noteholders, such of the powers of the Noteholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of persons as shall be prescribed in the resolution appointing it and the members need not be themselves Noteholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Noteholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith;

power to remove the Note Trustee from office and to appoint a new Note Trustee or Note Trustees provided that no such removal shall be effective unless and until a new Note Trustee or Note Trustees shall have become bound by this Indenture;

power to sanction the exchange of the Notes for or the conversion thereof into Shares, bonds, notes or other securities or obligations of the Corporation or of any other Person formed or to be formed;

power to authorize the distribution in specie of securities received pursuant to a transaction authorized under the provisions of Section 12.11(l); and

power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Noteholders or by any committee appointed pursuant to Section 12.11(j).

The expression “Extraordinary Resolution” when used in this Indenture means, subject as hereinafter in this Article provided, a resolution proposed to be passed as an Extraordinary Resolution at a meeting of Noteholders (including an adjourned meeting) duly convened for the purpose and held in accordance with the provisions of this Article at which the holders of not less than 25% of the principal amount of the Notes then outstanding are present in person or by proxy and passed by the favourable votes of the holders of not less than 66 2/3% of the principal amount of the Notes, present or represented by proxy at the meeting and voted upon on a poll on such resolution.

If, at any such meeting, the holders of not less than 25% of the principal amount of the Notes then outstanding are not present in person or by proxy within 30 minutes after the time appointed for the meeting, then the meeting, if convened by or on the requisition of Noteholders, shall be dissolved but in any other case it shall stand adjourned to such date, being not less than 14 nor more than 60 days later, and to such place and time as may be appointed by the chairman. Not less than ten days’ notice shall be given of the time and place of such adjourned meeting in the manner provided in Section 14.2. Such notice shall state that at the adjourned meeting the Noteholders present in person or by proxy shall form a quorum. At the adjourned meeting the Noteholders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened and a resolution proposed at such adjourned meeting and passed thereat by the affirmative vote of holders of not less than 66 2/3% of the principal amount of the Notes present or represented by proxy at the meeting and voted upon on a poll shall be an Extraordinary Resolution within the meaning of this Indenture, notwithstanding that the holders of not less than 25% in principal amount of the Notes then outstanding are not present in person or by proxy at such adjourned meeting.

Votes on an Extraordinary Resolution shall always be given on a poll and no demand for a poll on an Extraordinary Resolution shall be necessary.

Powers Cumulative

Minutes

Instruments in Writing

Binding Effect of Resolutions

Evidence of Rights of Noteholders

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

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

Record Dates

Guarantors

Representation of the Corporation

Addition of Guarantors

true and complete copies of the constating documents, articles and by-laws (if applicable), resolutions, certificates of incumbency and certificate of good standing or its equivalent from the jurisdiction of incorporation or organization of such additional Guarantor, to the extent that such certificate of good standing exists in the relevant jurisdiction;

a legal opinion of such Guarantor’s counsel addressed to the Note Trustee, in a form acceptable to the Note Trustee, acting reasonably, regarding the enforceability of such guarantee; and

an accession certificate duly executed in the form of the accession certificate attached to the Guarantee Agreement as Schedule “C” with such amendments or variations thereto as may be necessary or advisable under applicable law.

Release of Guarantors

Notice to the Corporation

Notice to Noteholders

Notice to Note Trustee

Mail Service Interruption

No Conflict of Interest

Replacement of Note Trustee

Duties of Note Trustee

Reliance Upon Declarations, Opinions, etc.

Evidence and Authority to Note Trustee, Opinions, etc.

a certificate made by any one Authorized Officer or Director of the Corporation, stating that any such condition precedent has been complied with in accordance with the terms of this Indenture;

in the case of any such condition precedent compliance with which is subject to review or examination by legal counsel, an opinion of Counsel that such condition precedent has been complied with in accordance with the terms of this Indenture; and

in the case of any such condition precedent compliance with which is subject to review or examination by auditors or accountants, an opinion or report of the auditors of the Corporation whom the Note Trustee for such purposes hereby approves, that such condition precedent has been complied with in accordance with the terms of this Indenture.

Note Trustee may rely on an Officer’s Certificate

Experts, Advisers and Agents

employ or retain and act and rely on the opinion or advice of or information obtained from any solicitor, auditor, valuator, engineer, surveyor, appraiser or other expert or advisor, whether obtained by the Note Trustee or by the Corporation, or otherwise, and shall not be liable for acting, or refusing to act, in good faith on any such opinion or advice and may pay proper and reasonable compensation for all such legal and other advice or assistance as aforesaid; and

employ such agents and other assistants as it may reasonably require for the proper discharge of its duties hereunder, and may pay reasonable remuneration for all services performed for it (and shall be entitled to receive reasonable remuneration for all services performed by it) in the discharge of the trusts hereof and compensation for all disbursements, costs and expenses made or incurred by it in the discharge of its duties hereunder and in the management of the trusts hereof and any solicitors employed or consulted by the Note Trustee may, but need not be, solicitors for the Corporation.

Note Trustee May Deal in Notes

Investment of Monies Held by Note Trustee and Note Trustee will disburse only Monies Deposited.

Note Trustee Not Ordinarily Bound

Note Trustee Not Required to Give Security

Note Trustee Protected in Acting

Conditions Precedent to Note Trustee’s Obligations to Act Hereunder

Authority to Carry on Business

Compensation and Indemnity

The Corporation shall pay to the Note Trustee from time to time reasonable compensation for its services hereunder as agreed separately by the Corporation and the Note Trustee, and shall pay or reimburse the Note Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Note Trustee in the administration or execution of its duties under this Indenture (including the reasonable and documented compensation and disbursements of its Counsel and all other advisers and assistants not regularly in its employ), both before any default hereunder and thereafter until all duties of the Note Trustee under this Indenture shall be finally and fully performed. The Note Trustee’s compensation shall not be limited by any law or compensation of a trustee of an express trust.

The Corporation hereby indemnifies and saves harmless the Note Trustee and its directors, officers, employees and agents from and against any and all loss, damages, charges, expenses, claims, demands, actions or liability whatsoever which may be brought against the Note Trustee or which it may suffer or incur as a result of or arising out of the performance of its duties and obligations hereunder save only in the event of the negligent failure to act, or the wilful misconduct or bad faith of the Note Trustee. This indemnity will survive the termination or discharge of this Indenture and the resignation or removal of the Note Trustee. The Note Trustee shall notify the Corporation promptly of any claim for which it may seek indemnity. The Corporation shall defend the claim and the Note Trustee shall cooperate in the defence. The Note Trustee may have separate counsel and the Corporation shall pay the reasonable fees and expenses of such Counsel. No settlement in relation to such a claim and no payment for such a settlement by the Corporation shall be made unless both the Corporation and the Note Trustee have agreed to such a settlement.

The Corporation need not reimburse any expense or indemnify against any loss or liability incurred by the Note Trustee through negligence or bad faith.

Provisions contained in this Section 15.15 shall survive the resignation or removal of the Note Trustee and the discharge of this Note.

Anti-Money Laundering

the Note Trustee’s written notice shall describe the circumstances of such noncompliance; and

if such circumstances are rectified to the Note Trustee’s satisfaction within such 10 day period, then such resignation shall not be effective.

Acceptance of Trust

Privacy Laws

to provide the services required under this Indenture and other services that may be requested from time to time;

to help the Note Trustee manage its servicing relationships with such individuals;

to meet the Note Trustee’s legal and regulatory requirements; and

if Social Insurance Numbers are collected by the Note Trustee, to perform tax reporting and to assist in verification of an individual’s identity for security purposes.

Force Majeure

United States Securities Laws

Fondé de Pouvoir

notwithstanding any other provision hereof and except as may be otherwise set forth in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Noteholders pursuant to this Indenture, relating thereto, no holder shall be liable to third parties for acts performed by the Note Trustee (or any other person appointed by the Note Trustee to perform all or any of its rights, powers, trusts or duties hereunder) during the exercise of its rights, powers and trusts and the performance of its duties under this Indenture or for injury caused to such parties by the fault of the Note Trustee (or any such person), or for contracts entered into in favour of such parties, during such performance and the Note Trustee (or any such person) alone shall be so liable subject to any rights or recourses which the Note Trustee (or any such person) may have hereunder or under any applicable law against the Corporation or any other person (other than a holder) in connection with any such liability;

except as otherwise expressly provided herein or in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Noteholder pursuant to this Indenture, the Note Trustee shall not be entitled to receive from the Noteholders any remuneration or compensation for any services rendered by the Note Trustee hereunder or reimbursement of any costs, expenses, liabilities, disbursements or advances incurred or made by the Note Trustee in accordance with any provision of this Indenture or interest thereon;

notwithstanding any other provision hereof and except as may be otherwise set forth in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Noteholders pursuant to this Indenture, relating thereto, no Noteholder shall be liable to compensate the Note Trustee for any injury suffered by it by reason of the performance of its rights, powers, trusts or duties hereunder subject to any rights or recourses which the Note Trustee may have hereunder or under any applicable law against the Corporation or any other person (other than a Noteholder) in connection with such injury;

neither the death nor bankruptcy of a Noteholder shall terminate the Note Trustee’s rights, powers, trusts or duties hereunder with respect to the Notes held by such Noteholder which shall continue to apply in favour of the Noteholder or Noteholders who have acquired such Notes from such deceased or bankrupt Noteholder;

the bankruptcy of the Note Trustee shall not terminate its rights, powers, trusts or duties hereunder provided that such rights, powers, trusts or duties are assumed by a successor Note Trustee appointed in accordance with the provisions of Section 15.2; and

so long as any Notes remain outstanding, (i) each Noteholder hereby renounces its right to revoke any mandate relationship created between such Noteholder and the Note Trustee hereunder and (ii) the Note Trustee hereby agrees that it will not revoke any such mandate relationship except through a resignation pursuant to and in compliance with the provisions of Section 15.2.

Supplemental Indentures

adding to the covenants of the Corporation herein contained for the protection of the Noteholders or providing for events of default, in addition to those herein specified;

making such provisions not inconsistent with this Indenture as may be necessary or desirable with respect to matters or questions arising hereunder, including the making of any modifications in the form of the Notes which do not affect the substance thereof and which in the opinion of the Note Trustee relying on an opinion of Counsel will not be prejudicial to the interests of the Noteholders;

evidencing the succession, or successive successions, of others to the Corporation and the covenants of and obligations assumed by any such successor in accordance with the provisions of this Indenture;

giving effect to any Extraordinary Resolution passed as provided in Article 12; and

for any other purpose not inconsistent with the terms of this Indenture, provided that, in the opinion of the Note Trustee (relying on an opinion of Counsel), the rights of the Noteholders are in no way prejudiced thereby.

Rights of Rescission

Execution

Formal Date

By:

(Authorized Officer)

Date of Registration

In Whose Name Registered

Signature of Note Trustee or Registrar

Dated:

Address of Transferee:

(▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇ and Postal Code)

Social Insurance Number of Transferee, if applicable:                                                                                                                                                                

If less than the full principal amount of the within Note is to be transferred, indicate in the space provided the principal amount (which must be US$1,000 or an integral multiple thereof, unless you hold an Note in a non-integral multiple of US$1,000, in which case such Note is transferable only in its entirety) to be transferred.

The signature(s) to this assignment must correspond with the name(s) as written upon the face of this Note in every particular without alteration or any change whatsoever. The signature(s) must be guaranteed by a Canadian chartered bank or trust company or by a member of an acceptable Medallion Guarantee Program. Notarized or witnessed signatures are not acceptable as guaranteed signatures. The Guarantor must affix a stamp bearing the actual words: “SIGNATURE GUARANTEED”.

The registered holder of this Note is responsible for the payment of any documentary, stamp or other transfer taxes that may be payable in respect of the transfer of this Note.

Signature of Guarantor:

Authorized Officer

Signature of transferring registered holder

Name of Institution