8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 25, 2021

DIRTT ENVIRONMENTAL SOLUTIONS LTD.

(Exact name of Registrant as Specified in Its Charter)

Alberta, Canada	001-39061	N/A
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7303 30th Street S.E.

Calgary, Alberta, Canada T2C 1N6

(Address of principal executive offices, including zip code)

(403) 723-5000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, without par value	DRTT	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☒

Item 1.01. Entry into a Material Definitive Agreement

On January 25, 2021, DIRTT Environmental Solutions Ltd. (the “Company”) completed its previously disclosed issuance and sale of C$35.0 million aggregate principal amount of 6.00% convertible unsecured subordinated debentures due 2026 (the “Debentures”) (the “Offering”). The Debentures were offered to the public through a syndicate of underwriters (the “Underwriters”) led by National Bank Financial Inc. The Company also granted the Underwriters an over-allotment option to purchase up to an additional C$5.25 million aggregate principal amount of Debentures on the same terms, exercisable in whole or in part at any time up to 30 days following the closing of the Offering. The Company completed the Offering pursuant to the Underwriting Agreement filed as Exhibit 1.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on January 13, 2021. On January 26, 2021, the Underwriters exercised their over-allotment option in full to purchase the additional Debentures, and that sale closed on January 29, 2021.

The Company expects to use a portion of the net proceeds from the Offering, together with the Company’s leasing facilities and cash reserves on hand, for capital expenditures, including investments in the Company’s technology innovation, with the remaining portion being used for working capital, and general corporate purposes, including continued investments in the Company’s sales and marketing functions.

The Debentures will bear interest at the rate of 6.00% per annum and will mature on January 31, 2026. Interest on the Debentures is payable semi-annually in arrears on January 31 and July 31 of each year, beginning on July 31, 2021.

The Debentures will be convertible into common shares of the Company (“Common Shares”), at the option of the holder, at any time prior to the close of business on the earlier of January 31, 2026 and the business day immediately preceding the date specified by the Company for redemption of the Debentures at a conversion price of C$4.65 per Common Share (the “Conversion Price”), being a ratio of approximately 215.0538 Common Shares per C$1,000 principal amount of Debentures. The Conversion Price represents a conversion premium of approximately 50.0% to the closing price of the Common Shares on January 7, 2021, on the Toronto Stock Exchange (“TSX”) subject to adjustments in accordance with the Indenture (as defined below). Holders converting their Debentures will receive accrued and unpaid interest thereon to but excluding the date of conversion.

The Debentures will not be redeemable before January 31, 2024, except in certain limited circumstances following a change of control. On or after January 31, 2024 and prior to January 31, 2025, the Company may at its option redeem the Debentures, in whole or in part from time to time, at par plus accrued and unpaid interest, if any, to but excluding the date of redemption, provided that the volume weighted average trading price of the Common Shares on the TSX for the 20 consecutive trading days ending five trading days preceding the date on which notice of redemption is given is not less than 125% of the Conversion Price. On or after January 31, 2025, the Company may at its option redeem the Debentures, in whole or in part from time to time, at par plus accrued and unpaid interest, if any, to but excluding the date of redemption. The Company shall provide not more than 60 nor less than 30 days’ prior notice of redemption.

The Company may elect, subject to applicable regulatory approval and provided that the Company is not in default under the Indenture, to satisfy an interest obligation: (i) in cash; (ii) by delivering sufficient Common Shares to the applicable Trustee for sale, to satisfy the interest obligation, in which event holders of the Debentures will be entitled to receive a cash payment equal to the interest payable from the proceeds of the sale of such Common Shares; or (iii) any combination of (i) and (ii) above.

The Company has the option to satisfy its obligation to repay the principal amount of the Debentures, in whole or in part, plus accrued and unpaid interest, due upon redemption or on the maturity date, upon at least 30 days’ and not more than 60 days’ prior notice, by delivering a number of freely tradable Common Shares obtained by a formula relating to the then-current market price of the Common Shares.

The Debentures will be direct unsecured obligations of the Company ranking subordinate to all liabilities, except liabilities which by their terms rank in right of payment equally with or subordinate to the Debentures. The Debentures will rank pari passu with all subordinate debentures issued by the Company. The Debentures were issued under an indenture, dated as of January 25, 2021 (the “Base Indenture”), by and among the Company, Computershare Trust Company of Canada and Computershare Trust Company, National Association, as supplemented by a supplemental indenture, dated January 25, 2021 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The Base Indenture is filed herewith as Exhibit 4.1, and the Supplemental Indenture is filed herewith as Exhibit 4.2 to this Current Report on Form 8-K, and the terms and conditions thereof are incorporated by reference herein.

Each of the Base Indenture and the Supplemental Indenture is also filed with reference to, and is hereby incorporated by reference into, the Company’s Registration Statement on Form S-3 (File No. 333-251660), initially filed with the Commission on December 23, 2020 (as amended, the “Registration Statement”).

The Debentures were offered in Canada (excluding Quebec) pursuant to a short form prospectus under Canadian law and in the United States pursuant to the Registration Statement. The material terms of the Debentures are described in the prospectus supplement, dated January 18, 2021, filed by the Company with the Commission on January 19, 2021, pursuant to Rule 424(b)(5) of the Securities Act, which relates to the offer and sale of the Debentures and supplements the prospectus, dated January 6, 2021, that constitutes a part of the Registration Statement.

2

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements that involve substantial risks and uncertainties including, without limitation, statements regarding the anticipated use of proceeds from the Offering. The words “anticipate,” “believe,” “expect,” “estimate,” “intend,” “plan,” “project,” “outlook,” “may,” “will,” “should,” “would,” “could,” “can,” the negatives thereof, variations thereon and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Forward-looking statements necessarily involve unknown risks and uncertainties, which could cause actual results or outcomes to differ materially from those expressed or implied in such statements. Due to the risks, uncertainties and assumptions inherent in forward-looking information, you should not place undue reliance on forward-looking statements. Factors that could have a material adverse effect on our business, financial condition, results of operations and growth prospects include, but are not limited to, the uncertainties related to market conditions, the severity and duration of the COVID-19 pandemic and related economic repercussions and other risks can be found under the headings “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2019 and our Quarterly Reports on Form 10-Q. The forward-looking statements speak only as of the date made and, other than as required by law, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
4.1	Base Indenture, dated January 25, 2021, by and among DIRTT Environmental Solutions Ltd., Computershare Trust Company of Canada and Computershare Trust Company, National Association as Trustees.
4.2	Supplemental Indenture, dated January 25, 2021, by and among the Company, Computershare Trust Company of Canada and Computershare Trust Company, National Association as Trustees.
5.1	Opinion of Bennett Jones LLP.
23.1	Consent of Bennett Jones LLP (included in Exhibit 5.1).

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	DIRTT Environmental Solutions Ltd.
Date: January 29, 2021	By:	/s/ Geoffrey D. Krause
		Geoffrey D. Krause
		Chief Financial Officer
		(Principal Financial Officer)

4

EX-4.1

Exhibit 4.1

DIRTT ENVIRONMENTAL SOLUTIONS LTD.,

As Issuer

COMPUTERSHARE TRUST COMPANY OF CANADA,

As Canadian Trustee

and

COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,

As U.S. Trustee

Indenture

Dated as of January 25, 2021

Debt Securities

TABLE OF CONTENTS*

ARTICLE I DEFINITIONS		1
Section 1.01	Certain Terms Defined	1
Section 1.02	Incorporation by Reference of Trust Indenture Act	8
Section 1.03	Rules of Construction	8
Section 1.04	Language	9
ARTICLE II DEBT SECURITIES		9
Section 2.01	Forms Generally	9
Section 2.02	Form of Trustee’s Certificate of Authentication	9
Section 2.03	Principal Amount; Issuable in Series	10
Section 2.04	Execution of Debt Securities	12
Section 2.05	Authentication and Delivery of Debt Securities	13
Section 2.06	Denomination of Debt Securities	14
Section 2.07	Registration of Transfer and Exchange	14
Section 2.08	Temporary Debt Securities	16
Section 2.09	Mutilated, Destroyed, Lost or Stolen Debt Securities	17
Section 2.10	Cancellation of Surrendered Debt Securities	17
Section 2.11	Provisions of the Indenture and Debt Securities for the Sole Benefit of the Parties and the Holders	17
Section 2.12	Payment of Interest; Interest Rights Preserved	18
Section 2.13	Securities Denominated in Other Currencies	18
Section 2.14	Wire Transfers	18
Section 2.15	Securities Issuable in the Form of a Global Security	19
Section 2.16	Debt Securities to be Issued Periodically	21
Section 2.17	Defaulted Interest	21
Section 2.18	Judgments	22
Section 2.19	CUSIP Numbers	22
ARTICLE III REDEMPTION OF DEBT SECURITIES		22
Section 3.01	Applicability of Article	22
Section 3.02	Notices to Trustee	22
Section 3.03	Selection of Debt Securities to be Redeemed	23
Section 3.04	Notice of Redemption	23
Section 3.05	Effect of Notice of Redemption	24
Section 3.06	Payment of Debt Securities Called for Redemption	24
Section 3.07	Mandatory and Optional Sinking Funds	25
Section 3.08	Redemption of Debt Securities for Sinking Fund	25
ARTICLE IV PARTICULAR COVENANTS OF THE COMPANY		26
Section 4.01	Payment of Principal of, and Premium, If Any, and Interest on, Debt Securities	26
Section 4.02	Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities	27
Section 4.03	Appointment to Fill a Vacancy in the Office of Trustee	27
Section 4.04	Duties of Paying Agents, etc.	28
Section 4.05	Statement by Officers as to Default	28
Section 4.06	Existence	28
Section 4.07	Payment of Taxes and Other Claims	29

* The Table of Contents is not part of the Indenture.

i

ARTICLE V HOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE		29
Section 5.01	Company to Furnish Trustees Information as to Names and Addresses of Holders; Preservation of Information	29
Section 5.02	Communications to Holders; Disclosure of Names and Addresses of Holders	29
Section 5.03	Reports by Company to the Trustee	30
Section 5.04	Reports by U.S. Trustee	30
ARTICLE VI REMEDIES OF THE TRUSTEE AND HOLDERS IN EVENT OF DEFAULT		31
Section 6.01	Events of Default	31
Section 6.02	Collection of Indebtedness by Trustees, etc.	33
Section 6.03	Application of Moneys Collected by Trustees	34
Section 6.04	Limitation on Suits by Holders	35
Section 6.05	Remedies Cumulative; Delay or Omission in Exercise of Rights Not a Waiver of Default	35
Section 6.06	Rights of Holders of Majority in Principal Amount of Debt Securities to Direct Trustees and to Waive Default	36
Section 6.07	Trustees to Give Notice of Defaults Known to It, but May Withhold Such Notice in Certain Circumstances	36
Section 6.08	Requirement of an Undertaking To Pay Costs in Certain Suits under the Indenture or Against the Trustees	36
ARTICLE VII CONCERNING THE TRUSTEE		37
Section 7.01	Certain Duties and Responsibilities	37
Section 7.02	Certain Rights of Trustees	38
Section 7.03	Trustee Not Liable for Recitals in Indenture or in Debt Securities	39
Section 7.04	Trustees, Paying Agent or Registrar May Own Debt Securities	40
Section 7.05	Moneys Received by Trustees to Be Held in Trust	40
Section 7.06	Compensation and Reimbursement	40
Section 7.07	Right of Trustees to Rely on an Officers’ Certificate Where No Other Evidence Specifically Prescribed	40
Section 7.08	Separate Trustees; Replacement of Trustees	41
Section 7.09	Successor Trustees by Merger	42
Section 7.10	Eligibility; Disqualification	42
Section 7.11	Preferential Collection of Claims Against Company	42
Section 7.12	Compliance with Tax Laws	43
Section 7.13	Trustee’s Application for Instructions From the Company	43
Section 7.14	Privacy	43
Section 7.15	Joint Trustees	44
Section 7.16	Anti-Money Laundering and Anti-Terrorism	44
Section 7.17	Transfer of Funds to Trustees	45
ARTICLE VIII CONCERNING THE HOLDERS		45
Section 8.01	Evidence of Action by Holders	45
Section 8.02	Proof of Execution of Instruments and of Holding of Debt Securities	45
Section 8.03	Who May Be Deemed Owner of Debt Securities	46
Section 8.04	Instruments Executed by Holders Bind Future Holders	46
Section 8.05	Record Dates for Actions by Holders	46

ii

ARTICLE IX MEETINGS OF HOLDERS		47
Section 9.01	Purposes for Which Meetings May Be Called	47
Section 9.02	Call, Notice and Place of Meetings	47
Section 9.03	Persons Entitled to Vote at Meetings	47
Section 9.04	Quorum; Action	47
Section 9.05	Determination of Voting Rights; Conduct and Adjournment of Meetings	48
Section 9.06	Counting Votes and Recording Action of Meetings	49
ARTICLE X SUPPLEMENTAL INDENTURES		49
Section 10.01	Purposes for Which Supplemental Indenture May Be Entered into Without Consent of Holders	49
Section 10.02	Modification of Indenture with Consent of Holders of Debt Securities	51
Section 10.03	Effect of Supplemental Indentures	52
Section 10.04	Debt Securities May Bear Notation of Changes by Supplemental Indentures	52
Section 10.05	Payment for Consent	52
ARTICLE XI CONSOLIDATION, AMALGAMATION, MERGER, SALE OR CONVEYANCE		53
Section 11.01	Consolidations, Amalgamations, and Mergers of the Company	53
Section 11.02	Rights and Duties of Successor Company	53
ARTICLE XII SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE; UNCLAIMED MONEYS		54
Section 12.01	Applicability of Article	54
Section 12.02	Satisfaction and Discharge of Indenture; Defeasance	54
Section 12.03	Conditions of Defeasance	55
Section 12.04	Application of Trust Money	56
Section 12.05	Repayment to Company	56
Section 12.06	Indemnity for Government Obligations	56
Section 12.07	Reinstatement	56
ARTICLE XIII MISCELLANEOUS PROVISIONS		56
Section 13.01	Successors and Assigns of Company Bound by Indenture	56
Section 13.02	Acts of Board, Committee or Officer of Successor Company Valid	56
Section 13.03	Required Notices or Demands	56
Section 13.04	Governing Law; Conflict of Any Provision of the Indenture with the Trust Indenture Act	57
Section 13.05	Officers’ Certificate and Opinion of Counsel to Be Furnished upon Application or Demand by the Company	58
Section 13.06	Payments Due on Legal Holidays	58
Section 13.07	Computation of Interest on Debt Securities	58
Section 13.08	Agent for Service; Submission to Jurisdiction; Waiver of Immunities	58
Section 13.09	No Recourse Against Others	60
Section 13.10	Severability	60
Section 13.11	Effect of Headings	60
Section 13.12	Entire Agreement	60
Section 13.13	Indenture May Be Executed in Counterparts	60
Section 13.14	Formal Date	60
Section 13.15	Force Majeure	60

iii

DIRTT ENVIRONMENTAL SOLUTIONS LTD.

Debt Securities

CROSS REFERENCE SHEET*

This Cross Reference Sheet shows the location in the Indenture of the provisions inserted pursuant to Sections 310-318(a), inclusive of the Trust Indenture Act of 1939.

	TIA Section	Indenture Section
310	(a)(1)	7.10
	(a)(2)	7.10
	(a)(3)	7.10
	(a)(4)	7.10
	(a)(5)	7.10
	(b)	7.10
	(c)	N.A.**
311	(a)	7.11
	(b)	7.11
	(c)	N.A.
312	(a)	5.01
	(b)	5.02
	(c)	5.02
313	(a)	5.04
	(b)(1)	5.04
	(b)(2)	5.04
	(c)	5.04 & 13.03
	(d)	5.04

iv

	TIA Section	Indenture Section
314	(a)(1)	5.03(a)
	(a)(2)	5.03(b)
	(a)(3)	5.03(a) & (b)
		&13.03
	(b)	N.A.
	(a)(4)	4.05
	(c)(1)	13.05
	(c)(2)	13.05
	(c)(3)	N.A.
	(d)	N.A.
	(e)	13.05
	(f)	5.03(b) & 13.05
315	(a)	7.01(a)
	(b)	6.07 & 13.03
	(c)	7.01
	(d)	7.01
	(e)	6.08
316	(a) (last sentence)	1.01 (definition of “Outstanding”)
	(a)(1)(A)	6.06

v

	TIA Section	Indenture Section
	(a)(1)(B)	6.06
	(a)(2)	N.A.
	(b)	6.04
	(c)	8.05
317	(a)(1)	6.02
	(a)(2)	6.02
	(b)	4.04
318	(a)	13.04(b)

* The Cross Reference Sheet is not part of the Indenture.

** N.A. means “Not Applicable.”

vi

INDENTURE dated as of January 25, 2021, between DIRTT Environmental Solutions Ltd., a corporation duly incorporated under the laws of Alberta, Canada (the “Company”), Computershare Trust Company of Canada, a trust company organized under the laws of Canada (the “Canadian Trustee”), and Computershare Trust Company, National Association, a national banking association organized under the laws of the United States (the “U.S. Trustee”).

RECITALS OF THE COMPANY

The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its debentures, notes, bonds or other evidences of indebtedness to be issued in one or more series unlimited as to principal amount (herein called the “Debt Securities”), as in this Indenture provided.

All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH

That in order to declare the terms and conditions upon which the Debt Securities are authenticated, issued and delivered, and in consideration of the premises, and of the purchase and acceptance of the Debt Securities by the holders thereof, the Company and the Trustees covenant and agree with each other, for the benefit of the respective Holders from time to time of the Debt Securities or any series thereof, as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Certain Terms Defined. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any Indenture supplemental hereto shall have the respective meanings specified in this Section 1.01. All other terms used in this Indenture which are defined in the Trust Indenture Act or which are by reference therein defined in the U.S. Securities Act (except as herein otherwise expressly provided or unless the context otherwise requires), shall have the meanings assigned to such terms in the Trust Indenture Act and in the U.S. Securities Act as in force as of the date of original execution of this Indenture.

“ABCA” means the Business Corporations Act (Alberta), as amended.

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

“Appropriate Trustee” means, with respect to the Debt Securities of any series, the Trustee that is designated as the Appropriate Trustee pursuant to Section 2.03.

“Board of Directors” means the Board of Directors of the Company, or any duly authorized committee of such Board, or any committee of one or more officers designated by the Board of Directors or any such committee, except as the context may otherwise require.

1

“Business Day” means, when used with respect to any Place of Payment specified pursuant to Section 2.03, any day that is not a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies, including the Appropriate Trustee, in such Place of Payment are authorized or obligated by law to close, except as otherwise specified pursuant to Section 2.03.

“Canadian Securities Authorities” means the securities commissions or similar authorities in Canada.

“Canadian Securities Legislation” means applicable securities laws (including rules, regulations, policies and instruments) in each of the applicable Provinces of Canada.

“Canadian Trustee” means the Person named as the “Canadian Trustee” in the first paragraph of this Indenture until a successor Canadian Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Canadian Trustee” shall mean or include each Person who is then a Canadian Trustee hereunder; provided, however, that if at any time there is more than one such Person, “Canadian Trustee” as used with respect to the Debt Securities of any series shall mean only the Canadian Trustee with respect to Debt Securities of that series.

“Capital Stock” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests (including partnership interests) in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity.

“Capitalized Lease Obligation” means an obligation that is required to be classified and accounted for as a capitalized lease for financial reporting purposes in accordance with GAAP.

“Common Shares” means the common shares, no par value, of the Company, which stock is currently listed on the Toronto Stock Exchange and The Nasdaq Global Select Market.

“Company” means DIRTT Environmental Solutions Ltd., a corporation existing under the laws of Alberta, Canada, and, subject to the provisions of Article XI, shall also include its successors and assigns.

“Company Order” means a written order of the Company, signed by any two authorized officers or directors of the Company, in their capacities as officers or directors of the Company.

“corporate trust office of the trustee” or other similar term means a corporate trust office of the U.S. Trustee or the Canadian Trustee, as applicable, at which at any particular time its corporate trust business may be administered, such an office on the date of execution of this Indenture of the U.S. Trustee is located at Computershare Trust Company, N.A., 6200 S. Quebec Street, Greenwood Village, Colorado 80111, Attention: Corporate Trust, and of the Canadian Trustee is located at 800, 324 – 8^th Avenue SW, Calgary, AB, T2P 2Z2, Attention: Manager, Corporate Trust, except that with respect to presentation of Debt Securities for payment or for registration of transfer or exchange, such term shall mean the office or agency of the U.S. Trustee or the Canadian Trustee, as applicable, designated in writing to the Company at which, at any particular time, its corporate agency business shall be conducted.

“covenant defeasance option” has the meaning specified in Section 12.02(b).

“Currency” means Dollars or Other Currency.

“Debt Security” or “Debt Securities” has the meaning stated in the first recital of this Indenture and more particularly means any debt security or debt securities, as the case may be of any series authenticated and delivered under this Indenture.

2

“Debt Security Register” has the meaning specified in Section 2.07(a).

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“Defaulted Interest” has the meaning specified in Section 2.17.

“Depositary” means, unless otherwise specified by the Company pursuant to either Section 2.03 or 2.15, with respect to registered Debt Securities of any series issuable or issued in whole or in part in the form of one or more Global Securities, the Person designated as the Depositary by the Company for that series pursuant to the applicable supplemental Indenture.

“Designated Currency” has the meaning specified in Section 2.18.

“Dollar” or “$” means such currency of Canada.

“Dollar Equivalent” means, with respect to any monetary amount in Other Currency, at any time for the determination thereof, the amount of Dollars that are required to purchase the monetary amount in Other Currency on the date of determination.

“Event of Default” has the meaning specified in Section 6.01.

“Exchange Act” means the Securities Exchange Act of 1934.

“GAAP” means generally accepted accounting principles in the United States as in effect as of the date on which the Debt Securities of the applicable series are issued, including those set forth in (i) the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, (ii) statements and pronouncements of the Financial Accounting Standards Board, (iii) such other statements by such other entity as approved by a significant segment of the accounting profession and (iv) the rules and regulations of the SEC governing the inclusion of financial statements (including pro forma financial statements) in periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC. All ratios and computations based on GAAP contained in this Indenture shall be computed in conformity with GAAP consistently applied.

“Global Security” or “Global Securities” means with respect to any series of Debt Securities issued hereunder, a Debt Security or Debt Securities, as the case may be, which is executed by the Company and authenticated and delivered by the Appropriate Trustee to the Depositary or pursuant to the Depositary’s instruction, all in accordance with this Indenture and any Indentures supplemental hereto, or resolution of the Board of Directors and set forth in an Officers’ Certificate, which shall be registered in the name of the Depositary or its nominee and which shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, all the Outstanding Debt Securities of such series or any portion thereof, in either case having the same terms as to status, redemption or otherwise (other than issue date, issue price and, if applicable, the first interest payment date and the initial interest accrual date).

“Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the government of Canada or any province thereof or the government of the United States (in each case including any agency or instrumentality thereof) for the payment of which the full faith and credit of the government of Canada or any province thereof or the government of the United States is pledged and which are not callable at the issuer’s option.

3

“Holder,” “Holder of Debt Securities” or other similar terms means, a Person in whose name a Debt Security is registered.

“Incur” means issue, assume, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be incurred by such Subsidiary at the time it becomes a Subsidiary. The terms “Incurred”, “Incurrence” and “Incurring” shall each have a correlative meaning.

“Indebtedness” means, with respect to any Person, at any date, any of the following, without duplication: (i) any liability, contingent or otherwise, of such Person (A) for borrowed money (whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof), (B) evidenced by a note, bond, debenture or similar instrument, or (C) for the payment of money relating to a Capitalized Lease Obligation or other obligation (whether issued or assumed) relating to the deferred purchase price of property; (ii) all conditional sale obligations and all obligations under any title retention agreement (even if the rights and remedies of the seller under such agreement in the event of default are limited to repossession or sale of such property); (iii) all obligations for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction other than as entered into in the ordinary course of business; (iv) all indebtedness of others secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on any asset or property (including leasehold interests and any other tangible or intangible property) of such Person, whether or not such indebtedness is assumed by such Person or is not otherwise such Person’s legal liability; provided that if the obligations so secured have not been assumed in full by such Person or are otherwise not such Person’s legal liability in full, the amount of such indebtedness for the purposes of this definition shall be limited to the lesser of the amount of such indebtedness secured by such Lien or the fair market value of the assets or the property securing such lien; (v) all indebtedness of others (including all interest and dividends on any Indebtedness or Preferred Stock of any other Person the payment of which is) guaranteed, directly or indirectly, by such Person or that is otherwise its legal liability or which such Person has agreed to purchase or repurchase or in respect of which such Person has agreed contingently to supply or advance funds; and (vi) obligations in respect of hedging obligations. Indebtedness shall not include accounts payable arising in the ordinary course of business.

“Indenture” means this instrument as originally executed, or, if amended or supplemented as herein provided, as so amended or supplemented and shall include the form and terms of particular series of Debt Securities as contemplated hereunder, whether or not a supplemental Indenture is entered into with respect thereto.

“Interest” includes, when used with respect to any series of Debt Securities, additional interest, if any, payable on such Debt Securities pursuant to the supplemental Indenture with regard to Debt Securities of that series.

“legal defeasance option” has the meaning specified in Section 12.02(b).

“Lien” means any mortgage, pledge, security interest, encumbrance, lien, charge or adverse claim affecting title or resulting in an encumbrance against real or personal property or a security interest of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof or any filing or agreement to file a financing statement as debtor under the Uniform Commercial Code, the Personal Property Security Act (Alberta), or any similar statute other than to reflect ownership by a third party of property leased to the Company or any of its Subsidiaries under a lease that is not in the nature of a conditional sale or title retention agreement).

4

“mandatory sinking fund payment” has the meaning specified in Section 3.07.

“Officers’ Certificate” means a certificate of the Company signed by any two authorized officers or directors of the Company, in their capacities as officers or directors of the Company, and not in their personal capacities. Each such certificate shall include the statements provided for in Section 13.05, if applicable.

“Opinion of Counsel” means an opinion in writing signed by legal counsel for the Company (which counsel may be an employee of the Company), or outside counsel for the Company. Each such opinion shall include the statements provided for in Section 13.05, if applicable.

“optional sinking fund payment” has the meaning specified in Section 3.07.

“Original Issue Discount Debt Security” means any Debt Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 6.01.

“Other Currency” means a currency issued by the government of any country other than Canada or a composite currency the value of which is determined by reference to the values of the currencies of any group of countries.

“Outstanding”, when used with respect to any series of Debt Securities, means, as of the date of determination, all Debt Securities of that series theretofore authenticated and delivered under this Indenture, except:

(a) Debt Securities of that series theretofore canceled by the Trustee or delivered to the Trustee for cancellation;

(b) Debt Securities of that series for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any paying agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own paying agent) for the Holders of such Debt Securities; provided, that, if such Debt Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; and

(c) Debt Securities of that series which have been paid pursuant to Section 2.09 or in exchange for or in lieu of which other Debt Securities have been authenticated and delivered pursuant to this Indenture, other than any such Debt Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Debt Securities are held by a bona fide purchaser in whose hands such Debt Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Debt Securities of any series have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Debt Securities owned by the Company upon the Debt Securities or any Affiliate of the Company shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustees shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Debt Securities which a responsible officer of the Trustee actually knows to be so owned shall be so disregarded. Debt Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Debt Securities and that the pledgee is not the Company upon the Debt Securities or an Affiliate of the Company. In determining whether the Holders of the requisite principal amount of Outstanding Debt Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of an Original Issue Discount Debt Security that shall be deemed to be Outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the maturity thereof pursuant to Section 6.01. In determining whether the Holders of the requisite principal amount of the Outstanding Debt Securities of any series have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of a Debt Security denominated in Other Currency or in units of two or more Other Currencies that shall be deemed to be Outstanding for such purposes shall be the Dollar Equivalent, determined in the manner provided as contemplated by Section 2.03 on the date of original issuance of such Debt Security, of the principal amount (or, in the case of any Original Issue Discount Debt Security, the Dollar Equivalent on the date of original issuance of such Debt Security of the amount determined as provided in the preceding sentence above) of such Debt Security.

5

“pari passu”, as applied to the ranking of any Indebtedness of a Person in relation to other Indebtedness of such Person, means that each such Indebtedness either (a) is not subordinate in right of payment to any Indebtedness or (b) is subordinate in right of payment to the same Indebtedness as is the other, and is so subordinate to the same extent, and is not subordinate in right of payment to each other or to any Indebtedness as to which the other is not so subordinate.

“Person” means any individual, corporation, partnership, limited partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Place of Payment” or “Places of Payment” means, when used with respect to the Debt Securities of any series, the place or places where the principal of, and premium, if any, and interest on, the Debt Securities of that series are payable as specified pursuant to Section 2.03.

“Preferred Shares” means the preferred shares, no par value, of the Company.

“Preferred Stock”, as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person.

“Privacy Laws” has the meaning specified in Section 7.14.

“Registrar” has the meaning specified in Section 2.07(a).

“responsible officer”, when used with respect to the Trustees, means any officer within the corporate trust trustee administration group of either Trustee, customarily performing functions similar to those performed by the persons who at the time shall be such officers and shall have direct responsibility for the administration of this Indenture, and any other officer of the Trustees to whom corporate trust matters are referred because of the officer’s knowledge of and familiarity with the particular subject.

“SEC” means the United States Securities and Exchange Commission.

“Secured Indebtedness” means any Indebtedness of the Company secured by a Lien.

“Significant Subsidiary” means a Subsidiary of any Person that would be a “significant subsidiary” as defined in Rule 405 under the U.S. Securities Act as in effect on the date of this Indenture.

6

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency beyond the control of the issuer unless such contingency has occurred).

“Subsidiary” of any Person means (i) any Person of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more of the Subsidiaries of that Person or a combination thereof, and (ii) any partnership, joint venture or other Person in which such Person or one or more of the Subsidiaries of that Person or a combination thereof has the power to control by contract or otherwise the board of directors or equivalent governing body or otherwise controls such entity.

“Successor Company” has the meaning set forth in Section 11.01.

“Trust Indenture Act” (except as herein otherwise expressly provided) means the U.S. Trust Indenture Act of 1939 as in force at the date of this Indenture as originally executed and, to the extent required by law, as amended.

“Trust Indenture Legislation” means, at any time, the provisions of (i) the ABCA and the regulations thereunder as amended or re-enacted from time to time, but only to the extent applicable, (ii) the Trust and Loan Corporations Act (Alberta), the Trust and Loan Corporations Act (Ontario), the Trust and Loan Corporations Act (Canada), and the provisions of any other applicable statute of Canada or any province thereof and the regulations thereunder as amended or re-enacted from time to time, but only to the extent applicable, or (iii) the Trust Indenture Act and regulations thereunder, in each case, relating to trust indentures and to the rights, duties and obligations of trustees under trust indentures and of corporations issuing debt obligations under trust indentures, to the extent that such provisions are at such time in force and applicable to this Indenture or the Company or the Trustees.

“Trustee” or “Trustees” means the U.S. Trustee and the Canadian Trustee and any other Person or Persons appointed as such from time to time pursuant to Section 7.08, and, subject to the provisions of Article VII, includes its or their successors and assign. If a Canadian Trustee is not appointed under this Indenture, or resigns or is removed and the Company is not required to appoint a successor Trustee to the Canadian Trustee under this Indenture, “Trustee”, “Trustees” and any reference to “either Trustee”, “both of the Trustees” or such similar references shall mean the Person named as the U.S. Trustee or any successor thereto appointed pursuant to the applicable provisions of this Indenture. Except to the extent otherwise indicated, “Trustees” shall refer to the Canadian Trustee (if appointed and still serving) and the U.S. Trustee, both jointly and individually. Except to the extent otherwise indicated, “Trustee” as used with respect to the Debt Securities of any series shall mean the Trustee with respect to the Debt Securities of that series.

“U.S. Securities Act” means the U.S. Securities Act of 1933.

“U.S. Trustee” means the Person named as the “U.S. Trustee” in the first paragraph of this Indenture until a successor U.S. Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “U.S. Trustee” shall mean or include each Person who is then a U.S. Trustee hereunder; provided, however, that if at any time there is more than one such Person, “U.S. Trustee” as used with respect to the Debt Securities of any series shall mean only the U.S. Trustee with respect to Debt Securities of that series.

“United States” means the United States of America (including the States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction.

7

“Writing” has the meaning specified in Section 7.15.

“Yield to Maturity” means the yield to maturity, calculated at the time of issuance of a series of Debt Securities, or, if applicable, at the most recent redetermination of interest on such series and calculated in accordance with accepted financial practice.

Section 1.02 Incorporation by Reference of Trust Indenture Act. This Indenture is subject to the mandatory provisions of the Trust Indenture Act which are incorporated by reference in and made a part of this Indenture. The following Trust Indenture Act terms have the following meanings:

“indenture securities” means the Debt Securities.

“indenture security holder” means a Holder.

“indenture to be qualified” means this Indenture.

“indenture trustee” or “institutional trustee” means the Trustee.

All other Trust Indenture Act terms used in this Indenture that are defined by the Trust Indenture Act, referenced to another statute or defined by rules of the SEC have the meanings assigned to them by such definitions.

Section 1.03 Rules of Construction. Unless the context otherwise requires:

(a) a term has the meaning assigned to it;

(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(c) “or” is not exclusive;

(d) words and terms denoting inclusiveness (such as “include” or “includes” or “including”), whether or not so stated, are not limited by and do not imply limitation of their context or the words or phrases which precede or succeed them;

(e) words in the singular include the plural and words in the plural include the singular;

(f) words importing the masculine gender shall include the feminine or neuter genders, and vice versa;

(g) if the applicable series of Debt Securities are subordinated pursuant to the terms of a supplemental indenture, unsecured Indebtedness shall not be deemed to be subordinate or junior to Secured Indebtedness merely by virtue of its nature as unsecured Indebtedness;

(h) reference to any agreement or other instrument in writing means such agreement or other instrument in writing as amended, modified, replaced or supplemented from time to time;

(i) unless otherwise indicated, reference to a statute shall be deemed to be a reference to such statute as amended, re-enacted or replaced from time to time;

8

(j) unless otherwise indicated, time periods within which a payment is to be made or any other action is to be taken hereunder shall be calculated by including the day on which the period commences and excluding the day on which the period ends;

(k) the principal amount of any noninterest bearing or other discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of the Company dated such date prepared in accordance with GAAP; and

(l) the principal amount of any Preferred Stock shall be the greater of (i) the maximum liquidation value of such Preferred Stock or (ii) the maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock.

Section 1.04 Language. Each of the parties hereto hereby acknowledges that it has consented to and requested that this Indenture and all documents relating thereto, be drawn up in the English language only. Les parties aux présentes reconnaissent avoir accepté et demandé que le présent acte de fiducie et tous les documents s’y rattachant, soient rédigés en langue anglaise seulement.

ARTICLE II

DEBT SECURITIES

Section 2.01 Forms Generally. The Debt Securities of each series shall be in substantially the form established, without the approval of any Holder, by or pursuant to a resolution of the Board of Directors and set forth in an Officers’ Certificate or in one or more Indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as the Company may deem appropriate (and, if not contained in a supplemental Indenture entered into in accordance with Article X, as are not prohibited by the provisions of this Indenture) or as may be required or appropriate to comply with any law or with any rules made pursuant thereto or with any rules of any securities exchange on which such series of Debt Securities may be listed, or to conform to general usage, or as may, consistently herewith, be determined by the officers executing such Debt Securities, as evidenced by their execution of the Debt Securities.

The definitive Debt Securities of each series shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Debt Securities, as evidenced by their execution of such Debt Securities.

Section 2.02 Form of Trustee’s Certificate of Authentication. The Trustee’s Certificate of Authentication on all Debt Securities authenticated by a Trustee shall be in substantially the following form:

CANADIAN TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Debt Securities of the series designated therein referred to in the within-mentioned Indenture.

Dated:
COMPUTERSHARE TRUST COMPANY OF CANADA,
As Canadian Trustee
By:
	Authorized Signature

9

U.S. TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Debt Securities of the series designated therein referred to in the within-mentioned Indenture.

Dated:
COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,
As U.S. Trustee
By:
	Authorized Signature

Section 2.03 Principal Amount; Issuable in Series. The aggregate principal amount of Debt Securities which may be issued, executed, authenticated, delivered and outstanding under this Indenture is unlimited.

The Debt Securities will be direct obligations of the Company. Each Debt Security of the same series of Debt Securities will rank pari passu with each other Debt Security of the same series (regardless of their actual date or terms of issue).

The Debt Securities may be issued in one or more series. There shall be established, without the approval of any Holders, in or pursuant to a resolution of the Board of Directors and set forth in an Officers’ Certificate, or established in one or more Indentures supplemental hereto, prior to the issuance of Debt Securities of any series any or all of the following:

(a) the title of the Debt Securities of the series (which shall distinguish the Debt Securities of the series from all other Debt Securities);

(b) any limit upon the aggregate principal amount of the Debt Securities of the series which may be authenticated and delivered under this Indenture (except for Debt Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debt Securities of the series pursuant to this Article II);

(c) the date or dates on which the principal and premium, if any, of the Debt Securities of the series are payable, including the ability of the Company to elect any optional extension of maturity;

(d) the rate or rates (which may be fixed or variable) at which the Debt Securities of the series shall bear interest, if any, or the method of determining such rate or rates, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable, or the method by which such date will be determined, the record dates for the determination of Holders thereof to whom such interest is payable; and the basis upon which interest will be calculated if other than that of a 360-day year of twelve thirty-day months;

10

(e) the place or places, if any, in addition to or instead of the corporate trust office of the Trustees, where the principal of, and premium, if any, and interest on, Debt Securities of the series shall be payable;

(f) the right, if any, of the Company to redeem the Debt Securities of the series, in whole or in part, at its option or otherwise and the price or prices at which, the period or periods within which, and the terms and conditions upon which Debt Securities of the series may be redeemed, in whole or in part, at the option of the Company or otherwise;

(g) the obligation, if any, of the Company to redeem, purchase or repay Debt Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof, and the price or prices at which and the period or periods within which, and the terms and conditions upon which Debt Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligations;

(h) the terms, if any, upon which the Debt Securities of the series may be convertible into or exchanged for Common Shares, Preferred Shares (which may be represented by depositary shares), other Debt Securities or warrants for Common Shares, Preferred Shares or Indebtedness or other securities of any kind of the Company and the terms and conditions upon which such conversion or exchange shall be effected, including the initial conversion or exchange price or rate, the conversion or exchange period and any other provision in addition to or in lieu of those described herein;

(i) the terms of payment of principal, premium, if any, or interest if payment is to be made other than by cash, including any payment to be made, directly or indirectly, by the issuance of the series of Debt Securities;

(j) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Debt Securities of the series shall be issuable;

(k) if the amount of principal of or any premium or interest on Debt Securities of the series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts will be determined;

(l) if the principal amount payable at the Stated Maturity of Debt Securities of the series will not be determinable as of any one or more dates prior to such Stated Maturity, the amount which will be deemed to be such principal amount as of any such date for any purpose, including the principal amount thereof which will be due and payable upon any maturity other than the Stated Maturity or which will be deemed to be Outstanding as of any such date (or, in any such case, the manner in which such deemed principal amount is to be determined); and the manner of determining the equivalent thereof in the currency of Canada for purposes of the definition of Dollar Equivalent;

(m) any changes or additions to Article XII, including the addition of additional covenants that may be subject to the covenant defeasance option pursuant to Section 12.02(b);

(n) if other than such coin or Currency of Canada as at the time of payment is legal tender for payment of public and private debts, the coin or Currency or Currencies or units of two or more Currencies in which payment of the principal of, and premium, if any, and interest on, Debt Securities of the series shall be payable;

11

(o) if other than the principal amount thereof, the portion of the principal amount of Debt Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.01 or provable in bankruptcy pursuant to Section 6.02;

(p) any addition to, deletion from or change in the Events of Default with respect to the Debt Securities of the series and any change in the right of the Trustees or the Holders to declare the principal of, and premium and interest on, such Debt Securities due and payable;

(q) the remedy of the Holders for an Event of Default relating to the failure of the Company to comply with its obligations under Section 5.03, including any rights to receive additional interest, if any, if other than no remedy;

(r) any addition to, deletion from or change to the provisions of this Indenture with respect to the percentage in principal amount of Debt Securities of the series whose Holders must consent to an amendment or to the taking or refraining from any action; and any addition to, deletion from or change to the provisions of Article IX with respect to the Debt Securities of the series;

(s) if the Debt Securities of the series shall be issued in whole or in part in the form of a Global Security or Securities, the terms and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual Debt Securities in definitive registered form; and the Depositary for such Global Security or Securities and the form of any legend or legends to be borne by any such Global Security or Securities in addition to or in lieu of the legend referred to in Section 2.15;

(t) any trustees, including the designation of the Appropriate Trustee, Depositaries, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the Debt Securities of the series;

(u) the applicability or inapplicability of, and any addition to or change in the covenants and definitions currently set forth in this Indenture or in the terms currently set forth in Article XI, including conditioning any merger, conveyance, transfer or lease permitted by Article XI upon the satisfaction of an Indebtedness coverage standard by the Company and Successor Company (as defined in Article XI);

(v) the subordination, if any, of the Debt Securities of the series and the terms thereof;

(w) with regard to Debt Securities of the series that do not bear interest, the dates for certain required reports to the Trustees; and

(x) any other terms of the Debt Securities of the series (which terms shall not be prohibited by the provisions of this Indenture).

All Debt Securities of any one series appertaining thereto shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such resolution of the Board of Directors and as set forth in such Officers’ Certificate or in any such Indenture supplemental hereto.

Section 2.04 Execution of Debt Securities. The Debt Securities shall be signed (either manually or by facsimile or other electronic signature) by any two authorized directors or officers of the Company holding office at the time of signing. Such signatures upon the Debt Securities may be the manual, facsimile or other electronic signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities.

12

Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed (either manually or by facsimile or other electronic signature) by the Appropriate Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Appropriate Trustee upon any Debt Security executed by the Company shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder.

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

Section 2.05 Authentication and Delivery of Debt Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Debt Securities of any series executed by the Company to the Appropriate Trustee for authentication, and the Appropriate Trustee shall thereupon authenticate and deliver said Debt Securities to or upon a Company Order. In authenticating such Debt Securities, and accepting the additional responsibilities under this Indenture in relation to such Debt Securities, the Appropriate Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon:

(a) a copy of any resolution or resolutions of the Board of Directors, certified by any authorized officer of the Company, authorizing the terms of issuance of any series of Debt Securities;

(b) an executed supplemental Indenture, if any;

(c) an Officers’ Certificate or an officer’s authentication order specifying the amount of the Debt Securities to be authenticated, the date of original issue thereof, the name of the Holder for such issuance, and any relevant delivery instructions; and

(d) an Opinion of Counsel prepared in accordance with Section 13.05 which shall also state:

(i) that the form of such Debt Securities has been established by or pursuant to a resolution of the Board of Directors or by a supplemental Indenture as permitted by Section 2.01 in conformity with the provisions of this Indenture;

(ii) that the terms of such Debt Securities have been established by or pursuant to a resolution of the Board of Directors or by a supplemental Indenture as permitted by Section 2.03 in conformity with the provisions of this Indenture;

(iii) that such Debt Securities, when authenticated and delivered by the Appropriate Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms except for customary exceptions, including that (A) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and (B) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability;

13

(iv) that the Company has the corporate power to issue such Debt Securities and has duly taken all necessary corporate action with respect to such issuance;

(v) that the issuance of such Debt Securities will not contravene the articles or by-laws of the Company or result in any material violation of any of the terms or provisions of any law or regulation or of any indenture, mortgage or other agreement known to such counsel by which the Company is bound;

(vi) that authentication and delivery of such Debt Securities and the execution and delivery of any supplemental Indenture will not violate the terms of this Indenture; and

(vii) such other matters as the Appropriate Trustee may reasonably request.

Such Opinion of Counsel need express no opinion as to whether a court in Canada or the United States would render a money judgment in a currency other than that of Canada or the United States, respectively.

The Appropriate Trustee shall have the right to decline to authenticate and deliver any Debt Securities under this Section 2.05 if the Appropriate Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Appropriate Trustee in good faith by its board of directors or trustees, executive committee or a trust committee of directors, trustees or vice presidents shall determine that such action would expose the Appropriate Trustee to personal liability to existing Holders.

The Appropriate Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Debt Securities of any series. Unless limited by the terms of such appointment, an authenticating agent may authenticate Debt Securities whenever the Appropriate Trustee may do so. Each reference in this Indenture to authentication by the Appropriate Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, paying agent or agent for service of notices and demands. Each authenticating agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States, any state thereof or the District of Columbia or the laws of Canada or any province thereof, authorized under such laws to act as authenticating agent, having a combined capital and surplus of not less than $10,000,000 and subject to supervision or examination by Canadian federal or provincial or United States federal or state authority.

Unless otherwise provided in the form of Debt Security for any series, each Debt Security shall be dated the date of its authentication.

Section 2.06 Denomination of Debt Securities. Unless otherwise provided in the form of Debt Security for any series, in a resolution of the Board of Directors and set forth in an Officers’ Certificate, or in any supplement to the Indenture applicable thereto, the Debt Securities of each series shall be issuable only in such denominations as shall be specified or contemplated by Section 2.03. In the absence of any such specification with respect to the Debt Securities of any series, the Debt Securities of such series shall be issuable in denominations of $1,000 and any integral multiple thereof.

Section 2.07 Registration of Transfer and Exchange.

(a) The Company shall keep or cause to be kept a register for each series of Debt Securities issued hereunder (hereinafter collectively referred to as the “Debt Security Register”), in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Debt Securities and the transfer of Debt Securities as in this Article II provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustees. Subject to Section 2.15, upon due presentment for registration of transfer of any Debt Security at any office or agency to be maintained by the Company in accordance with the provisions of Section 4.02, the Company shall execute and the Appropriate Trustee shall authenticate and deliver in the name of the transferee or transferees a new Debt Security or Debt Securities of authorized denominations for a like aggregate principal amount.

14

Unless and until otherwise determined by the Company by resolution of the Board of Directors or pursuant to Section 2.03, the Company hereby appoints the Canadian Trustee as the Registrar and transfer agent for the Debt Securities.

Debt Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a like aggregate principal amount of Debt Securities of the same series of other authorized denominations. Subject to Section 2.15, Debt Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company as provided in Section 4.02, and the Company shall execute and the Appropriate Trustee shall authenticate and deliver in exchange therefor the Debt Security or Debt Securities which the Holder making the exchange shall be entitled to receive.

Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Appropriate Trustee shall authenticate and deliver, the Debt Securities that the Holder making the exchange is entitled to receive.

Each Debt Security must be duly endorsed for transfer or in a duly endorsed transferable form as applicable and must comply with the current industry practice in accordance with the rules and regulations of U.S. securities laws and the Securities Transfer Association of Canada, as applicable.

(b) All Debt Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the Company, the Appropriate Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, the Appropriate Trustee and the Registrar, duly executed by the Holder or its attorney duly authorized in writing.

All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer.

No service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.09), but the Company may require payment of a sum sufficient to cover any tax, fee, assessment or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at the Company’s own expense or without expense or without charge to the Holders.

The Company shall not be required (i) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing of notice of redemption of Debt Securities of such series or (ii) to register the transfer of or exchange any Debt Securities selected, called or being called for redemption, from the date of mailing of the notice of redemption up to the redemption date for such Debt Securities.

Prior to the due presentation for registration of transfer of any Debt Security, the Company, the Appropriate Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of principal of, and premium, if any, and (subject to Section 2.12 and 2.17) interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Appropriate Trustee, any paying agent or Registrar shall be affected by notice to the contrary.

15

None of the Company, the Trustees, any agent of the Trustees, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

The Trustees, Registrars and any transfer agents shall not have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer or exchange imposed under this Indenture or under applicable law with respect to any transfer or exchange of any interest in any Debt Security (including any transfers between or among participants or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

(c) The Registrar may make reasonable rules for its functions.

Section 2.08 Temporary Debt Securities. Pending the preparation of definitive Debt Securities of any series, the Company may execute and the Appropriate Trustee shall authenticate and deliver temporary Debt Securities (printed, lithographed, photocopied, typewritten or otherwise produced) of any authorized denomination, and substantially in the form of the definitive Debt Securities in lieu of which they are issued, in registered form, and with such omissions, insertions and variations as may be appropriate for temporary Debt Securities, all as may be determined by the Company with the concurrence of the Appropriate Trustee. Temporary Debt Securities may contain such reference to any provisions of this Indenture as may be appropriate. Every temporary Debt Security shall be executed by the Company and be authenticated by the Appropriate Trustee upon the same conditions and in substantially the same manner, and with like effect, as the definitive Debt Securities.

If temporary Debt Securities of any series are issued, the Company will cause definitive Debt Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Debt Securities of such series, the temporary Debt Securities of such series shall be exchangeable for definitive Debt Securities of such series upon surrender of the temporary Debt Securities of such series at the office or agency of the Company at a Place of Payment for such series, without charge to the Holder thereof, and upon surrender for cancellation of any one or more temporary Debt Securities of any series, the Company shall execute and the Appropriate Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Debt Securities of the same series of authorized denominations and of like tenor. Until so exchanged, temporary Debt Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Debt Securities of such series.

Upon any exchange of a portion of a temporary Global Security for a definitive Global Security or for the individual Debt Securities represented thereby pursuant to Section 2.07 or this Section 2.08, the temporary Global Security shall be endorsed by the Appropriate Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount of such temporary Global Security shall be reduced for all purposes by the amount to be exchanged and endorsed.

16

Section 2.09 Mutilated, Destroyed, Lost or Stolen Debt Securities. If (a) any mutilated Debt Security is surrendered to the Appropriate Trustee at its corporate trust office or (b) the Company and the Appropriate Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Debt Security, and there is delivered to the Company and the Appropriate Trustee such security (or surety bond in the case of the Canadian Trustee) or indemnity as may be required by them to save each of them and any paying agent harmless, and neither the Company nor the Appropriate Trustee receives notice that such Debt Security has been acquired by a bona fide purchaser, then the Company shall execute and, upon a Company Order, the Appropriate Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Debt Security, a new Debt Security of the same series of like tenor, form, terms and principal amount, bearing a number not contemporaneously Outstanding. Upon the issuance of any substituted Debt Security pursuant to this Section 2.09, the Company may require the payment of a sum sufficient to cover any tax, fee, assessment or other governmental charge that may be imposed in relation thereto and any other expenses connected therewith. In case any Debt Security which has matured or is about to mature or which has been called for redemption shall become mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a substituted Debt Security, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated Debt Security) if the applicant for such payment shall furnish the Company and the Appropriate Trustee with such security, surety bond or indemnity as either may require to save it harmless from all risk, however remote, and, in case of destruction, loss or theft, evidence to the satisfaction of the Company and the Appropriate Trustee of the destruction, loss or theft of such Debt Security and of the ownership thereof.

Every substituted Debt Security of any series issued pursuant to the provisions of this Section 2.09 by virtue of the fact that any Debt Security is destroyed, lost or stolen shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Debt Security shall be found at any time, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Debt Securities of that series duly issued hereunder. All Debt Securities shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Debt Securities, and shall preclude any and all other rights or remedies, notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender.

Section 2.10 Cancellation of Surrendered Debt Securities. All Debt Securities surrendered for payment, redemption, registration of transfer or exchange shall, if surrendered to the Company or to any paying agent or a Registrar or to a Trustee who is not the Appropriate Trustee, be delivered to the Appropriate Trustee for cancellation by it, or if surrendered to the Appropriate Trustee, shall be canceled by it, and no Debt Securities shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture. All canceled Debt Securities held by the Appropriate Trustee shall be destroyed (subject to the record retention requirements of the Exchange Act) and certification of their destruction delivered to the Company, unless otherwise directed. On request of the Company, the Appropriate Trustee shall deliver to the Company canceled Debt Securities held by such Trustee. If the Company shall acquire any of the Debt Securities, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented thereby unless and until the same are delivered or surrendered to the Appropriate Trustee for cancellation. The Company may not issue new Debt Securities to replace Debt Securities it has redeemed, paid or delivered to the Appropriate Trustee for cancellation.

Section 2.11 Provisions of the Indenture and Debt Securities for the Sole Benefit of the Parties and the Holders. Nothing in this Indenture or in the Debt Securities, expressed or implied, shall give or be construed to give to any Person, other than the parties hereto, the Holders or any Registrar or paying agent, any legal or equitable right, remedy or claim under or in respect of this Indenture, or under any covenant, condition or provision herein contained; all its covenants, conditions and provisions being for the sole benefit of the parties hereto, the Holders and any Registrar and paying agents.

17

Section 2.12 Payment of Interest; Interest Rights Preserved.

(a) Interest on any Debt Security that is payable and is punctually paid or duly provided for on any interest payment date shall be paid to the Person in whose name such Debt Security is registered at the close of business on the regular record date for such interest notwithstanding the cancellation of such Debt Security upon any transfer or exchange subsequent to the regular record date. Payment of interest on Debt Securities shall be made at the corporate trust office of the Appropriate Trustee (except as otherwise specified pursuant to Section 2.03), or at the option of the Company, by check mailed to the address of the Person entitled thereto as such address shall appear in the Debt Security Register (or in the case of joint Holders, to such address of one of the joint Holders), unless such Holder otherwise directs, or, if provided pursuant to Section 2.03 and in accordance with arrangements satisfactory to the Trustees, at the option of the Holder by wire transfer to an account designated by the Holder.

(b) Subject to the foregoing provisions of this Section 2.12 and Section 2.17, each Debt Security of a particular series delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Debt Security of the same series shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Debt Security.

Section 2.13 Securities Denominated in Other Currencies.

(a) Except as otherwise specified pursuant to Section 2.03 for Debt Securities of any series, payment of the principal of, and premium, if any, and interest on, Debt Securities of such series denominated in any Currency will be made in such Currency.

(b) In the event any Other Currency or currencies or units of two or more Currencies in which any payment with respect to any series of Debt Securities may be made ceases to be a freely convertible Currency on Canadian currency markets, for any date thereafter on which payment of principal of, or premium, if any, or interest on, the Debt Securities of a series is due, the Company shall select the Currency of payment for use on such date, all as shall be provided in the Debt Securities of such series. In such event, the Company shall, as shall be provided in the Debt Securities of such series, notify the Trustees of the Currency which it has selected to constitute the funds necessary to meet the Company’s obligations on such payment date and of the amount of such Currency to be paid. Such amount shall be determined as provided in the Debt Securities of such series. The payment to the Trustees with respect to such payment date shall be made by the Company solely in the Currency so selected in accordance with the terms of the Debt Securities of such series.

Section 2.14 Wire Transfers. Notwithstanding any other provision to the contrary in this Indenture, the Company may make any payment of monies required to be deposited with the Trustees on account of principal of, or premium, if any, or interest on, the Debt Securities (whether pursuant to Stated Maturity, optional or mandatory redemption payments, interest payments or otherwise) by wire transfer in immediately available funds to an account designated by the Trustees on or before the date such moneys are to be paid to the Holders of the Debt Securities in accordance with the terms hereof. If payment is made through the Trustee, by 11:00 a.m. (Calgary time) at least one Business Day prior to the related interest payment date for a Debt Security or to the date of mailing the checks for the interest due on such interest payment date, whichever is earlier, the Company shall deliver sufficient funds to the Appropriate Trustee by electronic transfer or certified check or make such other arrangements for the provision of funds as may be agreeable between the Appropriate Trustee and the Company in order to effect such interest payment hereunder.

18

Section 2.15 Securities Issuable in the Form of a Global Security.

(a) If the Company shall establish pursuant to Sections 2.01 and 2.03 that the Debt Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Appropriate Trustee or its agent shall, in accordance with Section 2.05, authenticate and deliver, such Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, the Outstanding Debt Securities of such series to be represented by such Global Security or Securities, or such portion thereof as the Company shall specify in an Officers’ Certificate, (ii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iii) shall be delivered by the Appropriate Trustee or its respective agent to the Depositary or pursuant to the Depositary’s instruction and (iv) shall bear a legend substantially to the following effect: ‘UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE [NAME OF DEPOSITARY], TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF [NAME OF DEPOSITARY] OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF [NAME OF DEPOSITARY] (AND ANY PAYMENT IS MADE TO [NAME OF DEPOSITARY], OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF [NAME OF DEPOSITARY]) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, [NAME OF DEPOSITARY], HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF [NAME OF DEPOSITARY] OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF’, or such other legend as may then be required by the Depositary for such Global Security or Securities.

(b) Notwithstanding any other provision of this Section 2.15 or of Section 2.07 to the contrary, and subject to the provisions of paragraph (c) below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for definitive Debt Securities in registered form, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 2.07, only by the Depositary to a nominee of the Depositary for such Global Security, or by a nominee of the Depositary to the Depositary or another nominee of the Depositary, or by the Depositary or a nominee of the Depositary to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary.

(c) (i) If at any time the Depositary for a Global Security or Securities notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or Securities or if at any time the Depositary for the Debt Securities for such series shall no longer be eligible or in good standing under the Exchange Act or other applicable statute, rule or regulation, the Company shall appoint a successor Depositary with respect to such Global Security or Securities. If a successor Depositary for such Global Security or Securities is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company shall execute, and the Appropriate Trustee or its respective agent, upon receipt of a Company Order for the authentication and delivery of such individual Debt Securities of such series in exchange for such Global Security, will authenticate and deliver, individual Debt Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security or Securities.

(ii) The Company may at any time and in its sole discretion determine that the Debt Securities of any series or portion thereof issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In such event the Company will execute, and the Appropriate Trustee, upon receipt of a Company Order for the authentication and delivery of individual Debt Securities of such series in exchange in whole or in part for such Global Security, will authenticate and deliver individual Debt Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such series or portion thereof in exchange for such Global Security or Securities.

19

(iii) If specified by the Company pursuant to Sections 2.01 and 2.03 with respect to Debt Securities issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for individual Debt Securities of such series of like tenor and terms in definitive form on such terms as are acceptable to the Company, the Appropriate Trustee and such Depositary. Thereupon the Company shall execute, and the Appropriate Trustee or its respective agents upon receipt of a Company Order for the authentication and delivery of definitive Debt Securities of such series shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Debt Security or Securities of the same series of like tenor and terms and of any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security; and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Debt Securities delivered to Holders thereof.

(iv) In any exchange provided for in any of the preceding three paragraphs, the Company will execute and the Appropriate Trustee or its respective agent will authenticate and deliver individual Debt Securities. Upon the exchange of the entire principal amount of a Global Security for individual Debt Securities, such Global Security shall be canceled by the Appropriate Trustee or its respective agents. Except as provided in the preceding paragraph, Debt Securities issued in exchange for a Global Security pursuant to this Section 2.15 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Appropriate Trustee or the Registrar. The Appropriate Trustee or the Registrar shall deliver such Debt Securities to the Persons in whose names such Debt Securities are so registered.

(v) Payments in respect of the principal of and interest on any Debt Securities registered in the name of the Depositary or its nominee will be payable to the Depositary or such nominee in its capacity as the registered owner of such Global Security. The Company and the Trustees may treat the Person in whose name the Debt Securities, including the Global Security, are registered as the owner thereof for the purpose of receiving such payments and for any and all other purposes whatsoever. None of the Company, the Trustees, any Registrar, the paying agent or any agent of the Company or the Trustees will have any responsibility or liability for (A) any aspect of the records relating to or payments made on account of the beneficial ownership interests of the Global Security by the Depositary or its nominee or any of the Depositary’s direct or indirect participants, or for maintaining, supervising or reviewing any records of the Depositary, its nominee or any of its direct or indirect participants relating to the beneficial ownership interests of the Global Security, (B) the payments to the beneficial owners of the Global Security of amounts paid to the Depositary or its nominee, or (C) any other matter relating to the actions and practices of the Depositary, its nominee or any of its direct or indirect participants. None of the Company, the Trustees or any such agent will be liable for any delay by the Depositary, its nominee, or any of its direct or indirect participants in identifying the beneficial owners of the Debt Securities, and the Company and the Trustees may conclusively rely on, and will be protected in relying on, instructions from the Depositary or its nominee for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of the Debt Securities to be issued).

20

Section 2.16 Debt Securities to be Issued Periodically. Notwithstanding any contrary provision herein, if all Debt Securities of a series are not to be originally issued at one time, it shall not be necessary for the Company to deliver to the Trustees an Officers’ Certificate, resolutions of the Board of Directors, supplemental Indenture, Opinion of Counsel or written order or any other document otherwise required pursuant to Section 2.01, 2.03, 2.05 or 13.05 at or prior to the time of authentication of each Debt Security of such series if such documents are delivered to the Trustees or its respective agent at or prior to the authentication upon original issuance of the first such Debt Security of such series to be issued; provided, that any subsequent request by the Company to the Trustees to authenticate Debt Securities of only such series upon original issuance shall include a representation and warranty by the Company that, as of the date of such request, the statements made in the Officers’ Certificate for only such series delivered pursuant to Section 2.05 or 13.05 are true and correct as if made on such date and that the Opinion of Counsel delivered at or prior to such time of authentication of an original issuance of Debt Securities shall specifically state that it shall relate to all subsequent issuances of Debt Securities of only such series that are identical to the Debt Securities issued in the first issuance of Debt Securities of only such series.

A Company Order, delivered by the Company to the Trustees in the circumstances set forth in the preceding paragraph, may provide that Debt Securities which are the subject thereof will be authenticated and delivered by the Trustees or their respective agents on original issue from time to time upon the written order of Persons designated in such written order and that such Persons are authorized to determine, consistent with the Officers’ Certificate, supplemental Indenture or resolution of the Board of Directors relating to such written order, such terms and conditions of such Debt Securities as are specified in such Officers’ Certificate, supplemental Indenture or such resolution.

Section 2.17 Defaulted Interest.

(a) Any interest on any Debt Security of a particular series which is payable, but is not punctually paid or duly provided for, on the dates and in the manner provided in the Debt Securities of such series and in this Indenture (herein called “Defaulted Interest”) shall, if such Debt Security is a Debt Security, forthwith cease to be payable to the Holder thereof on the relevant record date by virtue of having been such Holder, and such Defaulted Interest (plus interest on such Defaulted Interest to the extent lawful) may be paid by the Company, at its election in each case, as provided in clause (i) or (ii) below:

(i) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Debt Securities of such series are registered at the close of business on a special record date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall promptly notify the Trustees in writing of the amount of Defaulted Interest proposed to be paid on each such Debt Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with the Trustees an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustees for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustees shall fix a special record date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustees of the notice of the proposed payment. The Trustees shall promptly notify the Company of such special record date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the special record date therefor to be mailed, first class postage pre-paid, to each Holder thereof at its address as it appears in the Debt Security Register, not less than 10 days prior to such special record date. Notice of the proposed payment of such Defaulted Interest and the special record date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Debt Securities of such series are registered at the close of business on such special record date and shall no longer be payable pursuant to the following clause (ii).

21

(ii) The Company may make payment of any Defaulted Interest on the Debt Securities of such series in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Debt Securities of such series may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustees of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustees.

Section 2.18 Judgments. The obligation, if any, of the Company to pay the principal of, and premium, if any, and interest on, the Debt Securities of any series in Other Currency or Dollars (the “Designated Currency”) as may be specified pursuant to Section 2.03 is of the essence and the Company agrees that, (a) to the fullest extent possible under applicable law, judgments in respect of Debt Securities of such series shall be given in the Designated Currency; (b) the obligation of the Company to make payments in the Designated Currency of the principal of, and premium, if any, and interest on, such Debt Securities shall, notwithstanding any payment in any other Currency (whether pursuant to a judgment or otherwise), be discharged only to the extent of the amount in the Designated Currency that the Holder receiving such payment may, in accordance with normal banking procedures, purchase with the sum paid in such other Currency (after any premium and cost of exchange) on the Business Day in the country of issue of the Designated Currency or in the international banking community (in the case of a composite currency) immediately following the day on which such Holder receives such payment; (c) if the amount in the Designated Currency that may be so purchased for any reason falls short of the amount originally due, the Company shall pay such additional amounts as may be necessary to compensate for such shortfall; and (d) any obligation of the Company not discharged by such payment shall be due as a separate and independent obligation and, until discharged as provided herein, shall continue in full force and effect.

Section 2.19 CUSIP Numbers. The Company, in issuing the Debt Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustees shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided, that any such notice may state that no representation is made as to the accuracy of such numbers either as printed on the Debt Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Debt Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustees of any change in the “CUSIP” numbers.

ARTICLE III

REDEMPTION OF DEBT SECURITIES

Section 3.01 Applicability of Article. The provisions of this Article shall be applicable to the Debt Securities of any series which are redeemable before their Stated Maturity except as otherwise specified as contemplated by Section 2.03 for Debt Securities of such series.

Section 3.02 Notices to Trustee. If the Company elects to redeem Debt Securities in accordance with their terms, it must furnish to the Trustees, at least three Business Days before notice of redemption is required to be mailed or sent to Holders pursuant to Section 3.04 hereof (unless a shorter time shall be agreed to by the Trustees) an Officers’ Certificate setting forth:

(a) the clause of this Indenture pursuant to which the redemption shall occur;

(b) the redemption date;

22

(c) the details of any conditions to redemption;

(d) the principal amount of Debt Securities to be redeemed; and

(e) the redemption price or the method by which it is to be determined.

Section 3.03 Selection of Debt Securities to be Redeemed. If less than all of the Debt Securities of like tenor and terms of a series are to be redeemed (other than pursuant to mandatory sinking fund redemptions) at any time, unless otherwise permitted by the terms of a resolution of the Board of Directors and set forth in an Officers’ Certificate, or any supplement to the Indenture in respect of such Debt Securities or required by law or applicable stock exchange or Depositary requirements, the Trustees will select, on a pro rata basis (or, in the case of Global Securities, based on the method as the Depositary or its nominee or successor may require or, where such nominee or successor is a Trustee, a method that most nearly approximates pro rata selection unless otherwise required by law), by lot or by such other method as in its sole discretion it shall deem appropriate and fair, the Debt Securities of that series or portions thereof (in multiples of $1,000) to be redeemed. The Trustees shall promptly notify the Company in writing of the Debt Securities selected for redemption and, in the case of any Debt Securities selected for partial redemption, the principal amount thereof to be redeemed.

In the event of partial redemption, the particular Debt Securities to be redeemed will be selected, unless otherwise provided herein, not less than 15 nor more than 60 days prior to the redemption date by the Trustees from the outstanding Debt Securities not previously called for redemption.

Provisions of this Indenture that apply to Debt Securities called for redemption also apply to portions of Debt Securities called for redemption.

Section 3.04 Notice of Redemption. At least 10 days but not more than 60 days before a redemption date, the Company will mail or cause to be mailed, by first class mail (or, in the case of Global Securities, pursuant to the applicable procedures of the Depositary), a notice of redemption to each Holder whose Debt Securities are to be redeemed at its registered address, except that redemption notices may be sent more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Debt Securities or a satisfaction and discharge of this Indenture pursuant to Article XII hereof.

The notice will identify the Debt Securities (including CUSIP numbers) to be redeemed and will state:

(a) the redemption date;

(b) the redemption price (or the method by which it will be determined);

(c) if any Debt Securities are being redeemed in part, the portion of the principal amount of such Debt Securities to be redeemed and that, after the redemption date upon surrender of such Debt Securities, a new Debt Security or Securities in principal amount equal to the unredeemed portion will be issued upon cancellation of the original Debt Security;

(d) the name and address of the paying agent;

(e) that Debt Securities called for redemption must be surrendered to the paying agent to collect the redemption price;

23

(f) that, unless the Company defaults in making such redemption payment, or a condition precedent with respect to such redemption has not been satisfied or waived, interest on the Debt Securities called for redemption ceases to accrue on and after the redemption date;

(g) the paragraph of the Debt Securities and/or Section of this Indenture or any supplemental Indenture pursuant to which the Debt Securities called for redemption are being redeemed;

(h) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Debt Securities; and

(i) if such redemption is subject to satisfaction of one or more conditions precedent, (i) a description of such condition or conditions precedent and (ii) that, in the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied or waived (provided, that in no event shall such date of redemption be delayed to a date later than 60 days after the date on which such notice was sent), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the redemption date, or by the redemption date as so delayed.

At the Company’s request, the Trustees will give the notice of redemption in the Company’s name and at the Company’s expense; provided, however, that the Company has delivered to the Trustees an Officers’ Certificate in accordance with Section 3.02.

Section 3.05 Effect of Notice of Redemption. Once notice of redemption is sent in accordance with Section 3.04 hereof, the Debt Securities called for redemption become due and payable on the date fixed for redemption, unless the redemption is subject to a condition precedent that is not satisfied or waived. The Company shall provide written notice of the satisfaction or waiver of such conditions, the delay of such date of redemption or the rescission of such notice of redemption to the Trustees prior to the close of business one Business Day prior to the date of redemption, and the Trustees shall provide such notice to each Holder in the same manner in which the notice of redemption was given. Upon receipt of such notice of the delay of such date of redemption or the rescission of such notice of redemption, such date of redemption shall be automatically delayed or such notice of redemption shall be automatically rescinded, as applicable, and the redemption of the Debt Securities shall be automatically delayed or rescinded and cancelled, as applicable, as provided in such notice.

Section 3.06 Payment of Debt Securities Called for Redemption. If notice of redemption has been given as provided in Section 3.04, the Debt Securities or portions of Debt Securities of the series with respect to which such notice has been given shall become due and payable on the date and at the Place or Places of Payment stated in such notice at the applicable redemption price, together with any interest accrued to the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Debt Securities at the applicable redemption price, together with any interest accrued to said date) any interest on the Debt Securities or portions of Debt Securities of any series so called for redemption shall cease to accrue, and any original issue discount in the case of Original Issue Discount Debt Securities shall cease to accrue. On presentation and surrender of such Debt Securities at the Place or Places of Payment in said notice specified, the said Debt Securities or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with any interest accrued thereon to the date fixed for redemption.

24

Any Debt Security that is to be redeemed only in part shall be surrendered at the corporate trust office or such other office or agency of the Company as is specified pursuant to Section 2.03 with, if the Company, the Registrar or the Trustees so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company, the Registrar and the Trustees duly executed by, the Holder thereof or its attorney duly authorized in writing, and the Company shall execute, and the Trustees shall authenticate and deliver to the Holder of such Debt Security without service charge, a new Debt Security or Debt Securities of the same series, of like tenor and form, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Debt Security so surrendered; except that if a Global Security is so surrendered, the Company shall execute, and the Trustees shall authenticate and deliver to the Depositary for such Global Security, without service charge, a new Global Security in a denomination equal to and in exchange for the unredeemed portion of the principal of the Global Security so surrendered. In the case of a Debt Security providing appropriate space for such notation, at the option of the Holder thereof, the Trustees, in lieu of delivering a new Debt Security or Debt Securities as aforesaid, may make a notation on such Debt Security of the payment of the redeemed portion thereof.

Section 3.07 Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Debt Securities of any series, resolution of the Board of Directors or a supplemental Indenture is herein referred to as a “mandatory sinking fund payment,” and any payment in excess of such minimum amount provided for by the terms of Debt Securities of any series, resolution of the Board of Directors or a supplemental Indenture is herein referred to as an “optional sinking fund payment.”

If provided for by the terms of Debt Securities of any series, in lieu of making all or any part of any mandatory sinking fund payment with respect to any Debt Securities of a series in cash, the Company may at its option (a) deliver to the Trustees the Debt Securities of that series theretofore purchased or otherwise acquired by the Company or (b) receive credit for the principal amount of Debt Securities of that series which have been redeemed either at the election of the Company pursuant to the terms of such Debt Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Debt Securities, resolution or supplemental Indenture; provided, that such Debt Securities have not been previously so credited. If provided for by the terms of Debt Securities of any series, such Debt Securities shall be received and credited for such purpose by the Trustees at the redemption price specified in such Debt Securities, resolution or supplemental Indenture for redemption through operation of the sinking fund and the amount of such mandatory sinking fund payment shall be reduced accordingly.

Section 3.08 Redemption of Debt Securities for Sinking Fund. Not less than 60 days prior to each sinking fund payment date for any series of Debt Securities, the Company will deliver to the Trustees an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, any resolution or supplemental Indenture, the portion thereof, if any, which is to be satisfied by payment of cash in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) and the portion thereof, if any, which is to be satisfied by delivering and crediting Debt Securities of that series pursuant to Section 3.07 (which Debt Securities, if not previously redeemed, will accompany such certificate) and whether the Company intends to exercise its right to make any permitted optional sinking fund payment with respect to such series. Such certificate shall also state that no Event of Default has occurred and is continuing with respect to such series. Such certificate shall be irrevocable and upon its delivery the Company shall be obligated to make the cash payment or payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company to deliver such certificate (or to deliver the Debt Securities specified in this paragraph) shall not constitute a Default, but such failure shall require that the sinking fund payment due on the next succeeding sinking fund payment date for that series shall be paid entirely in cash and shall be sufficient to redeem the principal amount of such Debt Securities subject to a mandatory sinking fund payment without the option to deliver or credit Debt Securities as provided in this Section 3.08 and without the right to make any optional sinking fund payment, if any, with respect to such series.

25

Any sinking fund payment or payments (mandatory or optional) made in cash plus any unused balance of any preceding sinking fund payments made in cash which shall equal or exceed $100,000 (or a lesser sum if the Company shall so request) with respect to the Debt Securities of any particular series shall be applied by the Trustees on the sinking fund payment date on which such payment is made (or, if such payment is made before a sinking fund payment date, on the sinking fund payment date following the date of such payment) to the redemption of such Debt Securities at the redemption price specified in such Debt Securities, resolution or supplemental Indenture for operation of the sinking fund together with any accrued interest to the date fixed for redemption. Any sinking fund moneys not so applied or allocated by the Trustees to the redemption of Debt Securities shall be added to the next cash sinking fund payment received by the Trustees for such series and, together with such payment, shall be applied in accordance with the provisions of this Section 3.08. Any and all sinking fund moneys with respect to the Debt Securities of any particular series held by the Trustees on the last sinking fund payment date with respect to Debt Securities of such series and not held for the payment or redemption of particular Debt Securities shall be applied by the Trustees, together with other moneys, if necessary, to be deposited sufficient for the purpose, to the payment of the principal of the Debt Securities of that series at its Stated Maturity.

The Trustees or Depositary shall select the Debt Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 3.03 and the Company shall cause notice of the redemption thereof to be given in the manner provided in Section 3.04 except that the notice of redemption shall also state that the Debt Securities are being redeemed by operation of the sinking fund. Such notice having been duly given, the redemption of such Debt Securities shall be made upon the terms and in the manner stated in this Section 3.08.

At least one Business Day before each sinking fund payment date, the Company shall pay to the Trustees (or, if the Company is acting as its own paying agent, the Company shall segregate and hold in trust) in cash a sum in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) equal to any interest accrued to the date fixed for redemption of Debt Securities or portions thereof to be redeemed on such sinking fund payment date pursuant to this Section 3.08.

The Trustees shall not redeem any Debt Securities of a series with sinking fund moneys or mail any notice of redemption of such Debt Securities by operation of the sinking fund for such series during the continuance of a Default in payment of interest on such Debt Securities or of any Event of Default (other than an Event of Default occurring as a consequence of this paragraph) with respect to such Debt Securities, except that if the notice of redemption of any such Debt Securities shall theretofore have been mailed in accordance with the provisions hereof, the Trustees shall redeem such Debt Securities if cash sufficient for that purpose shall be deposited with the Trustees for that purpose in accordance with the terms of this Article III. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such Default or Event of Default shall occur and any moneys thereafter paid into such sinking fund shall, during the continuance of such Default or Event of Default, be held as security for the payment of such Debt Securities; provided, however, that in case such Event of Default or Default shall have been cured or waived as provided herein, such moneys shall thereafter be applied on the next sinking fund payment date for such Debt Securities on which such moneys may be applied pursuant to the provisions of this Section 3.08.

ARTICLE IV

PARTICULAR COVENANTS OF THE COMPANY

Section 4.01 Payment of Principal of, and Premium, If Any, and Interest on, Debt Securities. The Company, for the benefit of each series of Debt Securities, will duly and punctually pay or cause to be paid the principal of, and premium, if any, and interest on, each of the Debt Securities at the place, at the respective times and in the manner provided herein and in the Debt Securities. Each installment of interest on the Debt Securities may at the Company’s option be paid by wire transfer or by mailing checks for such interest payable to the Person entitled thereto pursuant to Section 2.07(a) to the address of such Person as it appears on the Debt Security Register.

26

Except as otherwise provided in this Indenture, the supplemental Indenture or a resolution of the Board of Directors and set forth in an Officers’ Certificate, principal of and premium and interest on Debt Securities of any series shall be considered paid on the date due if on such date as of 11:00 a.m. (New York City time) the Appropriate Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant to the terms of such Debt Securities, resolution of the Board of Directors or supplemental Indenture, the Appropriate Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture. The paying agent, if one is appointed, shall confirm in writing to the Appropriate Trustee upon payment having been made to Holders.

The Company shall pay interest on overdue principal or premium, if any, at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawful.

Section 4.02 Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities. The Company will maintain in each Place of Payment for any series of Debt Securities an office or agency where Debt Securities of such series may be presented or surrendered for payment, where Debt Securities of such series may be surrendered for transfer or exchange and where notices and demands to or upon the Company in respect of the Debt Securities of such series and this Indenture may be served. The Company will give prompt written notice to the Trustees of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustees with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office of the Trustees, and the Company hereby appoints the Trustees as its agent to receive all presentations, surrenders, notices and demands.

The Company may also from time to time designate different or additional offices or agencies to be maintained for such purposes (in or outside of such Place of Payment), and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations described in the preceding paragraph. The Company will give prompt written notice to the Trustees of any such additional designation or rescission of designation and any change in the location of any such different or additional office or agency.

Section 4.03 Appointment to Fill a Vacancy in the Office of Trustee. The Company, whenever necessary to avoid or fill a vacancy in the office of a Trustee, will appoint, in the manner provided in Section 7.08, a Trustee, so that, except as otherwise set forth herein, there shall at all times be a Canadian Trustee and a U.S. Trustee hereunder with respect to each series of Debt Securities.

27

Section 4.04 Duties of Paying Agents, etc.

(a) The Company shall cause each paying agent, if any, other than the Trustees, to execute and deliver to the Trustees an instrument in which such agent shall agree with the Trustees, subject to the provisions of this Section 4.04,

(i) that it will hold all sums held by it as such agent for the payment of the principal of, and premium, if any, or interest on, the Debt Securities of any series (whether such sums have been paid to it by the Company on the Debt Securities of such series) in trust for the benefit of the Holders of the Debt Securities of such series;

(ii) that it will give the Trustees notice of any failure by the Company to make any payment of the principal of, and premium, if any, or interest on, the Debt Securities of such series when the same shall be due and payable; and

(iii) that it will at any time during the continuance of an Event of Default, upon the written request of the Trustees, forthwith pay to the Trustees all sums so held by it as such agent.

(b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of, and premium, if any, or interest on, the Debt Securities of any series, set aside, segregate and hold in trust for the benefit of the Holders of the Debt Securities of such series a sum sufficient to pay such principal, premium, if any, or interest so becoming due. The Company will promptly notify the Trustees of any failure by the Company to take such action.

(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or cause to be paid to the Trustees all sums held in trust by it or any paying agent, as required by this Section 4.04, such sums to be held by the Trustees upon the same trusts as those upon which such sums were held by the Company or such paying agent.

(d) Whenever the Company shall have one or more paying agents with respect to any series of Debt Securities, it will, prior to each due date of the principal of, and premium, if any, or interest on, any Debt Securities of such series, deposit with any such paying agent a sum sufficient to pay the principal, premium or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless any such paying agent is the Trustee) the Company will promptly notify the Trustees of its action or failure so to act.

(e) Anything in this Section 4.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 is subject to the provisions of Section 12.05.

(f) Any paying agent may make reasonable rules for its functions.

Section 4.05 Statement by Officers as to Default. The Company will deliver to the Trustees, on or before a date not more than 120 days after the end of each fiscal year of the Company (currently on a calendar year basis) ending after the date hereof, an Officers’ Certificate stating, as to each officer signing such certificate, that (a) in the course of that officer’s performance of the Person’s duties as an officer of the Company that Person would normally have knowledge of any Default, (b) whether or not to the best of the officer’s knowledge any Default occurred during such year and (c) if to the best of the officer’s knowledge the Company is in Default, specifying all such Defaults, their status and what action the Company is taking or proposes to take with respect thereto. The Company also shall comply with Section 314(a)(4) of the Trust Indenture Act.

Section 4.06 Existence. Subject to Article XI, the Company will do or cause to be done all commercially reasonable things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises; provided, however, that the Company shall not be required to preserve any such right or franchise if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and that the loss thereof is not disadvantageous in any material respect to the Holders.

28

Section 4.07 Payment of Taxes and Other Claims. The Company will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (a) all taxes, assessments and governmental charges levied or imposed upon the Company or any Subsidiary or upon the income, profits or property of the Company or any Subsidiary, and (b) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a Lien upon the property of the Company or any Subsidiary; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders.

ARTICLE V

HOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

Section 5.01 Company to Furnish Trustees Information as to Names and Addresses of Holders; Preservation of Information. The Company covenants and agrees that it will furnish or cause to be furnished to the Trustees with respect to the Debt Securities of each series:

(a) not more than 15 days after each record date with respect to the payment of interest, if any, and in any event at stated intervals of not more than six months, a list, in such form as the Trustees may reasonably require, of the names and addresses of the Holders as of such record date, and

(b) at such other times as the Trustees may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and contents as of a date not more than 15 days prior to the time such list is furnished;

provided, however, that so long as the Trustees shall be the Registrar, such lists shall not be required to be furnished.

The Trustees shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the Holders (i) contained in the most recent list furnished to it as provided in this Section 5.01 or (ii) received by it in the capacity of paying agent or Registrar (if so acting) hereunder.

The Trustees may destroy any list furnished to it as provided in this Section 5.01 upon receipt of a new list so furnished.

Section 5.02 Communications to Holders; Disclosure of Names and Addresses of Holders. Holders may communicate pursuant to Section 312(b) of the Trust Indenture Act with other Holders with respect to their rights under this Indenture or the Debt Securities. The Company, the Trustees, the Registrar and anyone else shall have the protection of Section 312(c) of the Trust Indenture Act. Every Holder of Debt Securities, by receiving and holding the same, agrees with the Company and the Trustees that none of the Company or the Trustees or any of their agents shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders in accordance with Section 312 of the Trust Indenture Act or Section 84 of the ABCA, R.S.A. 2000, c. B-9, regardless of the source from which such information was derived, and that the Trustees shall not be held accountable by reason of mailing any material pursuant to a request made under the Section 312(b) of the Trust Indenture Act.

29

Section 5.03 Reports by Company to the Trustee.

(a) The Company covenants and agrees (i) to file with the Trustees and deliver to the Holders (in the manner and to the extent provided in this Section 5.03), within 15 days after the Company files the same with the SEC and the Canadian Securities Authorities, copies of the annual reports, financial statements and of the information, documents and other reports (or copies of such portions of any of the foregoing as said Commission may from time to time by rules and regulations prescribe) which the Company may be required to file with said Commission pursuant to Section 13(a) or Section 15(d) of the Exchange Act and with the applicable rules and regulations of the Canadian Securities Authorities; provided, however, that such reporting shall be deemed to have been provided to the Trustees and the Holders once filed on the System for Electronic Document Analysis and Retrieval (SEDAR) (or any successor thereto) or on the Commission’s Electronic Data Gathering, Analysis and Retrieval system (EDGAR) (or any successor thereto); and (ii) to comply with the provisions of Section 314(a) of the Trust Indenture Act.

(b) The Company covenants and agrees to file with the Trustees, the Holders (in the manner and to the extent provided in Section 5.04) and the SEC and the Canadian Securities Authorities, in accordance with the rules and regulations prescribed from time to time by said rules and regulations, such additional information, documents, and reports with respect to compliance by the Company with the conditions and covenants provided for in this Indenture as may be required from time to time by such rules and regulations.

(c) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any report required by this Section 5.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 5.03) upon filing or posting such report as contemplated by this Section 5.03 (but without regard to the date on which such report is so filed or posted); provided, that such cure shall not otherwise affect the rights of the Holders of Debt Securities of a series under Article VI hereof if the principal of, premium, if any, and interest on, the Debt Securities of a series have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.

(d) Delivery of any reports, information and documents to the Trustee shall be for informational purposes only and the Trustee’s receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Section 5.04 Reports by U.S. Trustee. As promptly as practicable after each January 1 beginning with the January 1 following the date of this Indenture, and in any event prior to February 15 in each year, the U.S. Trustee shall send to each Holder a brief report dated as of January 1 that complies with Section 313(a) of the Trust Indenture Act. The Trustees also shall comply with Section 313(b) of the Trust Indenture Act.

Reports pursuant to this Section 5.04 shall be sent by the U.S. Trustee in accordance with Section 313(c), including:

(a) to all Holders, as the names and addresses of such Holders appear in the Debt Security Register; and

30

(b) except in the cases of reports under Section 313(b)(2) of the Trust Indenture Act, to each Holder of a Debt Security of any series whose name and address appear in the information preserved at the time by the Trustees in accordance with Section 5.02.

A copy of each report at the time that it is sent to Holders shall be filed with the SEC and each stock exchange (if any) on which the Debt Securities of any series are listed. The Company agrees to notify the Trustees whenever the Debt Securities of any series become listed on any stock exchange and of any delisting thereof.

ARTICLE VI

REMEDIES OF THE TRUSTEE AND HOLDERS IN EVENT OF DEFAULT

Section 6.01 Events of Default. If any one or more of the following shall have occurred and be continuing with respect to Debt Securities of any series (each of the following, an “Event of Default”):

(a) default in the payment of any installment of interest upon any Debt Securities of that series as and when the same shall become due and payable, and continuance of such default for a period of 30 days; or

(b) default in the payment of the principal of or premium, if any, on any Debt Securities of that series as and when the same shall become due and payable, whether at maturity, upon redemption, by declaration, upon required repurchase or otherwise, if applicable; or

(c) default in the payment of any sinking fund payment with respect to any Debt Securities of that series as and when the same shall become due and payable; or

(d) failure on the part of the Company to comply with Article XI; or

(e) failure on the part of the Company duly to observe or perform any other of the covenants or agreements on the part of the Company in the Debt Securities of that series, in any resolution of the Board of Directors authorizing the issuance of that series of Debt Securities, in this Indenture with respect to such series or in any supplemental Indenture with respect to such series (other than a covenant a default in the performance of which is elsewhere in this Section specifically dealt with), continuing for a period of 90 days after the date on which written notice specifying such failure and requiring the Company to remedy the same shall have been given, by registered or certified mail, to the Company by the Trustees or to the Company and the Trustees by the Holders of at least 25% in aggregate principal amount of the Debt Securities of that series at the time Outstanding; or

(f) the Company or any of its Significant Subsidiaries shall (i) voluntarily commence any proceeding or file any petition seeking relief under the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the U.S. Federal Bankruptcy Code, the ABCA or any other federal, provincial, state or foreign bankruptcy, insolvency or analogous laws, (ii) consent to the institution of, or fail to controvert within the time and in the manner prescribed by law, any such proceeding or the filing of any such petition, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator or similar official for the Company or any such Significant Subsidiary or for a substantial part of its property, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, (vi) admit in writing its inability to pay its debts as they become due, (vii) take corporate action for the purpose of effecting any of the foregoing, (viii) if a resolution is passed for the winding-up or liquidation of the Company except in the course of carrying out or pursuant to a transaction in respect of which the conditions of Section 12.01 are duly observed and performed, or (ix) take any comparable action under any foreign laws relating to insolvency; or

31

(g) the entry of an order or decree by a court having competent jurisdiction for (i) relief in respect of the Company or any of its Significant Subsidiaries or a substantial part of any of their property under the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the U.S. Federal Bankruptcy Code or any other federal, provincial, state or foreign bankruptcy, insolvency or analogous laws, (ii) the issuance of a sequestration order or the appointment of a receiver, trustee, custodian, sequestrator or similar official for the Company or any such Significant Subsidiary or for a substantial part of any of their property (except any decree or order appointing such official of any Significant Subsidiary pursuant to a plan under which the assets and operations of such Significant Subsidiary are transferred to or combined with another Subsidiary or Subsidiaries of the Company or to the Company), or (iii) the winding-up or liquidation of the Company or any such Significant Subsidiary (except any decree or order approving or ordering the winding up or liquidation of the affairs of a Significant Subsidiary pursuant to a plan under which the assets and operations of such Significant Subsidiary are transferred to or combined with another Subsidiary or Subsidiaries of the Company or to the Company); and such order or decree shall continue unstayed and in effect for 60 consecutive days; or any similar relief is granted under any foreign laws and the order or decree stays in effect for 60 consecutive days;

(h) any proceedings with respect to the Company or any Significant Subsidiary that are taken by the Company or any Significant Subsidiary with respect to a compromise or arrangement, with respect to creditors of the Company generally, under the ABCA; or

(i) any other Event of Default provided with respect to Debt Securities of that series;

then, and in each and every case that an Event of Default described in clause (a), (b), (c), (d), (e), (h) or (i) with respect to Debt Securities of that series at the time Outstanding occurs and is continuing, unless the principal of and interest on all the Debt Securities of that series shall have already become due and payable , either Trustee or the Holders of not less than 25% in aggregate principal amount of the Debt Securities of that series then Outstanding hereunder, by notice in writing to the Company (and to the Trustees if given by Holders), may declare the principal of, premium (if any) (or, if the Debt Securities of that series are Original Issue Discount Debt Securities, such portion of the principal amount as may be specified in the terms of that series) and interest on all the Debt Securities of that series to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, anything in this Indenture or in the Debt Securities appertaining thereto of that series contained to the contrary notwithstanding. If an Event of Default described in clause (f) or (g) occurs, then and in each and every such case, unless the principal of, premium (if any) and interest on all the Debt Securities shall have become due and payable, the principal of, premium (if any) (or, if any Debt Securities are Original Issue Discount Debt Securities, such portion of the principal amount as may be specified in the terms thereto) and interest on all the Debt Securities then Outstanding hereunder shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustees or any Holders, anything in this Indenture or in the Debt Securities contained to the contrary notwithstanding.

The Holders of a majority in aggregate principal amount of the Debt Securities of a particular series by notice to the Trustees may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree already rendered and if all existing Events of Default have been cured or waived except nonpayment of principal, premium (if any) or interest that has become due solely because of acceleration. Upon any such rescission, the parties hereto shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the parties hereto shall continue as though no such proceeding had been taken.

32

Subject to Section 7.01, the Trustees, so long as they have not become bound to declare the principal and interest on the Debt Securities 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 Trustees’ 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 Trustees in the exercise of their its discretion, upon such terms and conditions as the Trustees may deem advisable.

No such act or omission either of the Trustees or of the Holders shall extend to or be taken in any manner whatsoever to affect any subsequent Event of Default or the rights resulting therefrom.

In case the Trustees or any Holder shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned because of such rescission or annulment or for any other reason or shall have been determined adversely to the Trustees or such Holder, then and in every such case the parties hereto shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the parties hereto shall continue as though no such proceeding had been taken.

The foregoing Events of Default shall constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

Section 6.02 Collection of Indebtedness by Trustees, etc. If an Event of Default occurs and is continuing, each Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid or enforce the performance of any provision of the Debt Securities of the affected series or this Indenture, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company upon the Debt Securities appertaining thereto, of such series (and collect in the manner provided by law out of the property of the Company upon the Debt Securities of such series wherever situated the moneys adjudged or decreed to be payable).

In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Company upon the Debt Securities of any series under the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the U.S. Federal Bankruptcy Code, ABCA or any other federal, provincial, state or foreign bankruptcy, insolvency or analogous laws, or the issuance of a sequestration order or the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or in receipt of any substantial part of the property of the Company, or in case of any other similar judicial proceedings relative to the Company upon the Debt Securities of any series, its creditors or its property, the Trustees, irrespective of whether the principal of Debt Securities of any series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustees shall have made any demand pursuant to the provisions of this Section 6.02, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal, premium, if any, and interest (or, if the Debt Securities of such series are Original Issue Discount Debt Securities, such portion of the principal amount as may be specified in the terms of such series) owing and unpaid in respect of the Debt Securities of such series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustees (including any claim for reasonable compensation to the Trustees, its respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities Incurred, and all advances made, by the Trustees except as a result of its negligence or bad faith) and of the Holders thereof allowed in any such judicial proceedings relative to the Company, its creditors or its property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of such Holders and of the Trustees on their behalf, and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of such Holders to make payments to the Trustees, and, in the event that the Trustees shall consent to the making of payments directly to such Holders, to pay to the Trustees such amount as shall be sufficient to cover reasonable compensation to the Trustees, their agents, attorneys and counsel, and all other reasonable expenses and liabilities Incurred, and all advances made, by the Trustees except as a result of its negligence or bad faith.

33

All rights of action and of asserting claims under this Indenture, or under any of the Debt Securities appertaining thereto, of any series, may be enforced by the Trustees without the possession of any such Debt Securities, or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustees shall be brought in its own name as trustee of an express trust, and any recovery of judgment (except for any amounts payable to the Trustees pursuant to Section 7.06) shall be for the ratable benefit of the Holders of all the Debt Securities in respect of which such action was taken.

In case of an Event of Default hereunder the Trustees may in their discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustees shall deem most effectual to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustees by this Indenture or by law.

Section 6.03 Application of Moneys Collected by Trustees. Any moneys or other property collected by the Trustees pursuant to Section 6.02 with respect to Debt Securities of any series shall be applied, if applicable, in the order following, at the date or dates fixed by the Trustees for the distribution of such moneys or other property, upon presentation of the several Debt Securities of such series in respect of which moneys or other property have been collected, and the notation thereon of the payment, if only partially paid, and upon surrender thereof if fully paid:

FIRST: To the payment of all money due the Trustees pursuant to Section 7.06;

SECOND: In case the principal of the Outstanding Debt Securities in respect of which such moneys have been collected shall not have become due, to the payment of interest on the Debt Securities of such series in the order of the maturity of the installments of such interest, with interest (to the extent that such interest has been collected by the Trustees) upon the overdue installments of interest at the rate or Yield to Maturity (in the case of Original Issue Discount Debt Securities) borne by the Debt Securities of such series, such payments to be made ratably to the Persons entitled thereto, without discrimination or preference;

THIRD: In case the principal of the Outstanding Debt Securities in respect of which such moneys have been collected shall have become due, by declaration or otherwise, to the payment of the whole amount then owing and unpaid upon the Debt Securities of such series for principal and premium, if any, and interest, with interest on the overdue principal and premium, if any, and (to the extent that such interest has been collected by the Trustees) upon overdue installments of interest at the rate or Yield to Maturity (in the case of Original Issue Discount Debt Securities) borne by the Debt Securities of such series; and, in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon the Debt Securities of such series, then to the payment of such principal and premium, if any, and interest, without preference or priority of principal and premium, if any, over interest, or of interest over principal and premium, if any, or of any installment of interest over any other installment of interest, or of any Debt Security of such series over any Debt Security of such series, ratably to the aggregate of such principal and premium, if any, and interest; and

34

FOURTH: The remainder, if any, shall be paid to the Company, its successors or assigns, or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct,

The Trustees may fix a record date and payment date for any payment to Holders pursuant to this Section 6.03. At least 15 days before such record date, the Company shall mail to each Holder and the Trustees a notice that states the record date, the payment date and amount to be paid.

Section 6.04 Limitation on Suits by Holders. No Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action, suit or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a liquidator, receiver or trustee, or for a receiving order under the Bankruptcy and Insolvency Act (Canada), or to have the Company wound up or to file or prove a claim in any liquidation or bankruptcy proceeding or for any other remedy hereunder, unless such Holder previously shall have given to the Trustees written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made written request upon the Trustees to institute such action or proceedings in respect of such Event of Default in its own name as Trustees hereunder and shall have offered to the Trustees such indemnity as it may require against the costs, expenses and liabilities to be Incurred therein or thereby, and the Trustees, for 90 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustees pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security and the Trustees, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any Holders, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustees shall be entitled to such relief as can be given either at law or in equity.

Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Sections 2.12 and 2.17) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Section 6.05 Remedies Cumulative; Delay or Omission in Exercise of Rights Not a Waiver of Default. All powers and remedies given by this Article VI to the Trustees or to the Holders shall, to the extent permitted by law, be deemed cumulative and not exclusive of any thereof or of any other powers and remedies available to the Trustees or the Holders, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Indenture, and no delay or omission of the Trustees or of any Holder to exercise any right or power accruing upon any Default occurring and continuing as aforesaid, shall impair any such right or power, or shall be construed to be a waiver of any such Default or an acquiescence therein; and, subject to the provisions of Section 6.04, every power and remedy given by this Article VI or by law to the Trustees or to the Holders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustees or by the Holders.

35

Section 6.06 Rights of Holders of Majority in Principal Amount of Debt Securities to Direct Trustees and to Waive Default. The Holders of a majority in aggregate principal amount of the Debt Securities of any series at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustees, or exercising any trust or power conferred on the Trustees, with respect to the Debt Securities of such series; provided, however, that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture, and that subject to the provisions of Section 7.01, the Trustees shall have the right to decline to follow any such direction if the Trustees being advised by counsel shall determine that the action so directed may not lawfully be taken, or if the Trustees shall by a responsible officer or officers determine that the action so directed would involve it in personal liability or would be unjustly prejudicial to Holders of Debt Securities of such series not taking part in such direction; and provided, further, however, that nothing in this Indenture contained shall impair the right of the Trustees to take any action deemed proper by the Trustees and which is not inconsistent with such direction by such Holders. Prior to the acceleration of the maturity of the Debt Securities of any series, as provided in Section 6.01, the Holders of a majority in aggregate principal amount of the Debt Securities of that series at the time Outstanding may on behalf of the Holders of all the Debt Securities of that series waive any past Default or Event of Default and its consequences for that series specified in Section 6.01 as modified by the resolutions of the Board of Directors and set forth in an Officers’ Certificate or the supplemental Indenture applicable to Debt Securities of that series, except (a) a Default in the payment of the principal of, and premium, if any, or interest on, any of the Debt Securities and (b) a Default in respect of a provision that under Section 10.02 cannot be amended without the consent of each Holder affected thereby. In case of any such waiver, such Default shall cease to exist, any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture, and the Company, the Trustees and the Holders of the Debt Securities of that series shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.07 Trustees to Give Notice of Defaults Known to It, but May Withhold Such Notice in Certain Circumstances. If a Default or Event of Default occurs and is continuing and is known to a Trustee, such Trustee must send to each Holder of the Debt Securities a notice of the Default or Event of Default within 30 days after it occurs and in accordance with Section 313(c) of the Trust Indenture Act, unless such Defaults shall have been cured or waived before the giving of such notice; provided, that, except in the case of Default in the payment of the principal of, or premium, if any, or interest on, any of the Debt Securities of such series or in the making of any sinking fund payment with respect to the Debt Securities of such series, a Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a committee of directors or responsible officers of the Trustee in good faith determine that the withholding of such notice is in the interests of the Holders thereof. The Trustee shall advise the Company in writing of such determination to withhold notice. The Trustee, however, may withhold from Holders of the Debt Securities a notice of any continuing Default or Event of Default if it determines that withholding such notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium, if any, on, or interest, if any, on, the Debt Securities.

A Trustee will not be deemed to have notice of any Default or Event of Default, except Events of Default under Section 6.01(a) or 6.01(b) hereof, unless a responsible officer of a Trustee has actual knowledge thereof or unless written notice of any event that is in fact such a default is received by the Trustee at the corporate trust office of the Trustee, and such notice references the Debt Securities and this Indenture.

Section 6.08 Requirement of an Undertaking To Pay Costs in Certain Suits under the Indenture or Against the Trustees. All parties to this Indenture agree, and each Holder of any Debt Security by its acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustees for any action taken or omitted by them as Trustees, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit in the manner and to the extent provided in the Trust Indenture Act, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 6.08 shall not apply to any suit instituted by the Trustees, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than ten percent in principal amount of the Outstanding Debt Securities of that series or to any suit instituted by any Holder for the enforcement of the payment of the principal of, or premium, if any, or interest on, any Debt Security on or after the due date for such payment expressed in such Debt Security.

36

ARTICLE VII

CONCERNING THE TRUSTEE

Section 7.01 Certain Duties and Responsibilities. The Trustees, prior to the occurrence of an Event of Default and after the curing or waiving of all Events of Default which may have occurred, undertake to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default has occurred (which has not been cured or waived), the Trustees shall exercise such of the rights and powers vested in them by this Indenture, and use the same degree of care and skill in their exercise, as, for the U.S. Trustee, a prudent man, and for the Canadian Trustee, a reasonably prudent trustee, would exercise or use under the circumstances in the conduct of his own affairs.

No provision of this Indenture shall be construed to relieve a Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith, or its own willful misconduct, except that:

(a) this subsection shall not be construed to limit the effect of the first paragraph of this Section 7.01;

(b) prior to the occurrence of an Event of Default with respect to the Debt Securities of a series and after the curing or waiving of all Events of Default with respect to such series which may have occurred:

(i) the duties and obligations of the Trustees with respect to Debt Securities of any series shall be determined solely by the express provisions of this Indenture, and the Trustees shall not be liable except for the performance of such duties and obligations with respect to such series as are specifically set forth in this Indenture, and no implied covenants or obligations with respect to such series shall be read into this Indenture against the Trustees; and

(ii) in the absence of bad faith on the part of a Trustee, the Trustees may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustees and conforming to the requirements of this Indenture, the Trust Indenture Act and Trust Indenture Legislation; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; but the Trustees shall examine the evidence furnished to them pursuant to Section 5.03 to determine whether or not such evidence conforms to the requirement of this Indenture; provided, however, the Canadian Trustee shall not be required to determine whether the certificates or opinions presented to it conform to the Trust Indenture Act and the U.S. Trustee shall not be required to determine whether the certificates or opinions presented to it conform to Trust Indenture Legislation;

(iii) a Trustee shall not be liable for an error of judgment made in good faith by a responsible officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and

37

(iv) a Trustee shall not be liable with respect to any action taken or omitted to be taken by it with respect to Debt Securities of any series in good faith in accordance with the direction of the Holders of not less than a majority in aggregate principal amount of the Outstanding Debt Securities of that series (or such lesser amount as is expressly provided in this Indenture or supplemental Indenture with respect to the Debt Securities of that series) relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to Debt Securities of such series.

None of the provisions of this Indenture shall require the Trustees to expend or risk their own funds or otherwise Incur any personal financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers.

Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section 7.01.

Section 7.02 Certain Rights of Trustees. Except as otherwise provided in Section 7.01:

(a) the Trustees may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note or other paper or document (whether in its original, facsimile or other electronic form) believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b) any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by a Company Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustees by a copy thereof certified by any authorized officer of the Company;

(c) the Trustees may consult with counsel, investment bankers, accountants or other professionals of its selection, and the advice of such counsel or any Opinion of Counsel, opinion of such investment bankers, accountants or other professionals shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel, opinion of such investment bankers, accountants or other professionals;

(d) the Trustees shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders of Debt Securities of any series pursuant to the provisions of this Indenture, unless such Holders shall have offered, and, if requested, will provide to the Trustees security or indemnity against the costs, expenses and liabilities which may be Incurred therein or thereby, as is satisfactory to the Trustees;

(e) the Trustees shall not be liable for any action taken or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;

38

(f) prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, the Trustees shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval or other paper or document, unless requested in writing to do so by the Holders of a majority in aggregate principal amount of the then Outstanding Debt Securities of a series (or such lesser amount as is expressly provided in this Indenture or supplemental Indenture with respect to the Debt Securities of that series) affected by such matter; provided, however, that if the payment within a reasonable time to the Trustees of the costs, expenses or liabilities likely to be Incurred by it in the making of such investigation is not, in the opinion of the Trustees, reasonably assured to the Trustees by the security afforded to it by the terms of this Indenture, the Trustees may require reasonable indemnity against such costs, expenses or liabilities as a condition to so proceeding. The reasonable expense of every such investigation shall be paid by the Company or, if paid by the Trustees, shall be repaid by the Company upon demand;

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

(h) if any property other than cash shall at any time be subject to a Lien in favor of the Holders, the Trustees, if and to the extent authorized by a receivership or bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property to such lien, shall be entitled to make advances for the purpose of preserving such property or of discharging tax Liens or other prior Liens or encumbrances thereon.

(i) None of the provisions of this Indenture shall require the Trustees to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it.

(j) If at any time either Trustee is served with any arbitral, judicial or administrative order, judgment, award, decree, writ or other form of arbitral, judicial or administrative process in respect of this Indenture, the Debt Securities, or any parts thereof, funds held by it (including, but not limited to, orders of attachment or garnishment or other forms of levies or injunctions), it shall (i) forward a copy of such arbitral, judicial or administrative order, judgment, award, decree, writ or other form of arbitral, judicial or administrative process to the Company and (ii) be authorized to comply therewith in any manner as it or its legal counsel of its own choosing deems appropriate; and if such Trustee complies with any such arbitral, judicial or administrative order, judgment, award, decree, writ or other form of arbitral, judicial or administrative process, such Trustee shall not be liable to any of the parties hereto or to any other person or entity even though such order, judgment, award, decree, writ or process may be subsequently modified or vacated or otherwise determined to have been without legal force or effect.

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

Section 7.03 Trustee Not Liable for Recitals in Indenture or in Debt Securities. The recitals contained herein, in the Debt Securities (except the Trustee’s certificate of authentication) shall be taken as the statements of the Company, and the Trustees assume no responsibility for the correctness of the same. The Trustees make no representations as to the validity or sufficiency of this Indenture or of the Debt Securities of any series, except that each Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Debt Securities, as applicable, and perform its obligations hereunder, and that, for the U.S. Trustee, the statements made by it or to be made by it in a Statement of Eligibility and Qualification on Form T-1 or Form T-3 supplied to the Company are true and accurate. The Trustees shall not be accountable for the use or application by the Company of any of the Debt Securities or of the proceeds thereof. A U.S. Trustee that has resigned or was removed shall remain subject to Section 311(a) of the Trust Indenture Act to the extent provided therein.

39

Section 7.04 Trustees, Paying Agent or Registrar May Own Debt Securities. The Trustees or any paying agent or Registrar, in its individual or any other capacity, may become the owner or pledgee of Debt Securities and subject to the provisions of the Trust Indenture Act relating to conflicts of interest and preferential claims may otherwise deal with the Company with the same rights it would have if it were not Trustee, paying agent or Registrar.

Section 7.05 Moneys Received by Trustees to Be Held in Trust. Subject to the provisions of Section 12.05, all moneys received by the Trustees shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law. The Trustees will not be liable for interest on any moneys received by them hereunder, except as the Trustees may agree in writing with the Company.

Section 7.06 Compensation and Reimbursement. The Company covenants and agrees to pay to the Trustees from time to time, and the Trustees shall be entitled to, reasonable compensation for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the Company will pay or reimburse the Trustees upon its request for all reasonable costs, charges, expenses, disbursements and advances Incurred or made by the Trustees in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ and with the execution of the trusts hereby created). The Company also covenants to indemnify the Trustees and any predecessor Trustees for, and to hold it harmless against, any and all loss, liability, claim, damage or expense Incurred without negligence, willful misconduct or bad faith on the part of the Trustees, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability (whether brought by the Company, any Holder or otherwise) in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section 7.06 to compensate and indemnify the Trustees and to pay or reimburse the Trustees for costs, expenses, disbursements and advances (including the costs and expenses of enforcing the terms of this Indenture including the indemnification provided in this Section 7.06 and of defending itself against any claims) which shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture or the resignation or removal of either Trustee. The Company and the Holders agree that such additional indebtedness shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustees, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities.

When the Trustees incurs expenses or renders services after an Event of Default specified in Section 6.01(g) or (h) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy, insolvency, reorganization or other similar law.

Section 7.07 Right of Trustees to Rely on an Officers’ Certificate Where No Other Evidence Specifically Prescribed. Except as otherwise provided in Section 7.01, whenever in the administration of the provisions of this Indenture the Trustees shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustees, be deemed to be conclusively proved and established by an Officers’ Certificate delivered to the Trustees and such certificate, in the absence of negligence or bad faith on the part of the Trustees, shall be full warrant to the Trustees for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof.

40

Section 7.08 Separate Trustees; Replacement of Trustees. The Company may, but need not, further appoint a separate Trustee for any one or more series of Debt Securities. Any Trustee may resign with respect to one or more or all series of Debt Securities at any time by giving thirty (30) days written notice to the Company. The Holders of a majority in principal amount of the Debt Securities of a particular series may remove the Trustees for such series and only such series by so notifying such Trustees with thirty (30) days written notice and may appoint a successor Trustee. The Company shall remove a Trustee if:

(a) the Trustee fails to comply with Section 7.10;

(b) the Trustee is adjudged bankrupt or insolvent;

(c) a receiver or other public officer takes charge of the Trustee or its property; or

(d) the Trustee otherwise becomes incapable of acting.

If a Canadian Trustee under this Indenture is no longer required by Trust Indenture Legislation, then the Company by a resolution of the Board may remove the Canadian Trustee and shall not be required to replace it, notwithstanding any other provision of this Indenture.

If either Trustee resigns, is removed by the Company or by the Holders of a majority in principal amount of the Debt Securities of a particular series and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of either Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee. No resignation or removal of the Trustee and no appointment of a successor Trustee shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of this Section 7.08. However, the Company shall not be required to appoint a successor Trustee to the Canadian Trustee if the Canadian Trustee resigns or is removed and a Canadian Trustee under this Indenture is no longer required under Trust Indenture Legislation.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders of Debt Securities of each applicable series. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.06.

If a successor Trustee does not take office within 60 days after the retiring Trustee gives notice of resignation or is removed, the retiring Trustee or the Holders of 25% in principal amount of the Debt Securities of any applicable series may petition any court of competent jurisdiction for the appointment of a successor Trustee for the Debt Securities of such series.

If a Trustee fails to comply with Section 7.10, any Holder of Debt Securities of any applicable series may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee for the Debt Securities of such series.

Notwithstanding the replacement of the Trustees pursuant to this Section 7.08, the Company’s obligations under Section 7.06 shall continue for the benefit of a retiring Trustee.

41

In the case of the appointment hereunder of a separate or successor Trustee with respect to the Debt Securities of one or more series, the Company, any retiring Trustee and each successor or separate Trustee with respect to the Debt Securities of any applicable series shall execute and deliver an Indenture supplemental hereto (i) which shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of any retiring Trustee with respect to the Debt Securities of any series as to which any such retiring Trustee is not retiring shall continue to be vested in such retiring Trustee and (ii) that shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, it being understood that nothing herein or in such supplemental Indenture shall constitute such Trustees co-trustees of the same trust and that each such separate, retiring or successor Trustee shall be Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee.

Section 7.09 Successor Trustees by Merger. If a Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation or banking association without any further act shall be the successor Trustee.

In case at the time such successor or successors by merger, conversion or consolidation to a Trustee shall succeed to the trusts created by this Indenture any of the Debt Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Debt Securities so authenticated; and in case at that time any of the Debt Securities shall not have been authenticated, any successor to the Trustee may authenticate such Debt Securities either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Debt Securities or in this Indenture provided that the certificate of the Trustee shall have.

Section 7.10 Eligibility; Disqualification. For so long as required by the Trust Indenture Act, there shall be a U.S. Trustee under this Indenture. The U.S. Trustee shall at all times satisfy the requirements of Section 310(a) of the Trust Indenture Act. The U.S. Trustee shall have a combined capital and surplus of at least $10,000,000 as set forth in its most recent published annual report of condition. No obligor upon the Debt Securities of a particular series or Person directly or indirectly controlling, controlled by or under common control with such obligor shall serve as U.S. Trustee for the Debt Securities of such series. The U.S. Trustee shall comply with Section 310(b) of the Trust Indenture Act; provided, however, that there shall be excluded from the operation of Section 310(b)(1) of the Trust Indenture Act this Indenture or any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Company are outstanding if the requirements for such exclusion set forth in Section 310(b)(1) of the Trust Indenture Act are met.

For so long as required by Trust Indenture Legislation, there shall be a Canadian Trustee under this Indenture. The Canadian Trustee shall at all times be a resident or authorized to do business in the Province of Alberta and any other province in Canada where Holders may be resident from time to time. The Canadian Trustee represents and warrants that no material conflict of interest exists in the Canadian Trustee’s role as a fiduciary hereunder and agrees that in the event of a material conflict of interest arising hereafter it will, within 30 days after ascertaining that it has such material conflict of interest, either eliminate the same or resign its trust hereunder. If any such material conflict of interests exists or hereafter shall exist, the validity and enforceability of this Indenture shall not be affected in any manner whatsoever by reason thereof.

Section 7.11 Preferential Collection of Claims Against Company. The Trustees shall comply with Section 311(a) of the Trust Indenture Act, excluding any creditor relationship listed in Section 311(b) of the Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent indicated therein.

42

Section 7.12 Compliance with Tax Laws. The Trustees hereby agree to comply with all Canadian and U.S. federal income tax information reporting and withholding requirements applicable to it with respect to payments of premium (if any) and interest on the Debt Securities, whether acting as Trustees, Registrar, paying agent or otherwise with respect to the Debt Securities.

Section 7.13 Trustee’s Application for Instructions From the Company. Any application by the Trustees for written instructions from the Company may, at the option of the Trustees, set forth in writing any action proposed to be taken or omitted by the Trustees under this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective. The Trustees shall not be liable to the Company for any action taken by, or omission of, the Trustees in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than ten Business Days after the date any officer of the Company actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Trustees shall have received written instructions in response to such application specifying the action to be taken or omitted.

Section 7.14 Privacy. The parties hereto acknowledge that Canadian federal and provincial legislation addressing the protection of individuals’ personal information (collectively, “Privacy Laws”) applies to obligations and activities under this Indenture. Despite any other provision of this Indenture, neither party shall take or direct any action that would contravene, or cause the other to contravene, applicable Privacy Laws. The Company, prior to transferring, or causing to be transferred, personal information to any Canadian Trustee, shall obtain and retain required consents of the relevant individuals to the collection, use and disclosure of their personal information, or shall have determined that such consents either have been previously given and can be relied on or are not required under Privacy Laws. The Canadian Trustee shall use commercially reasonable efforts to ensure that its services hereunder comply with Privacy Laws. Specifically, the Canadian Trustee agrees to:

(i) have designated a chief privacy officer;

(ii) maintain policies and procedures to protect personal information and to receive and respond to any privacy complaint or inquiry;

(iii) use personal information solely for the purposes of providing its services under or ancillary to this Indenture and not to use it for any other purpose except with the consent and direction of the Company;

(iv) not sell or otherwise improperly disclose personal information to any third party; and

(v) use employee administrative, physical and technological safeguards to reasonably secure and protect personal information against loss, theft or unauthorized access, use or modification.

It is expressly acknowledged and agreed that the Canadian Trustee may, in the course of providing services hereunder, collect or receive, use and disclose financial and other personal information about such parties and/or their representatives, as individuals, or about other individuals related to the subject matter hereof, and use such information for the following purposes:

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

43

(ii) to help the Canadian Trustee manage its servicing relationships with such individuals;

(iii) to meet the Canadian Trustee’s legal and regulatory requirements; and

(iv) if social insurance numbers are collected by the Canadian Trustee, to perform tax reporting and to assist in verification of an individual’s identity for security purposes.

Further, each party agrees that it shall not provide or cause to be provided to the Canadian Trustee any personal information relating to an individual who is not a party to this Indenture unless that party has assured itself that such individual understands and has consented to the aforementioned uses and disclosures. Notwithstanding anything to the contrary herein, the Company and the Canadian Trustees may, without liability, disclose information about the Holders of the Debt Securities pursuant to subpoena or other order issued by a court of competent jurisdiction or when otherwise required by applicable law.

Section 7.15 Joint Trustees. The rights, powers, duties and obligations conferred and imposed upon the Trustees are conferred and imposed upon and shall be exercised and performed by the Canadian Trustee and the U.S. Trustee individually, except to the extent the Trustees are required under Trust Indenture Legislation to perform such acts jointly, and neither Trustee shall be liable or responsible for the acts or omissions of the other Trustee. If the Canadian Trustee and the U.S. Trustee are unable to agree jointly to act or refrain from acting, the Appropriate Trustee shall make the decision in accordance with its applicable legislation. Unless the context implies or requires otherwise, any written notice, request, direction, certificate, instruction, opinion or other document (each such document, a “Writing”) delivered pursuant to any provision of this Indenture to any of the Canadian Trustee and the U.S. Trustee shall be deemed for all purposes of this Indenture as delivery of such Writing to the Trustee. Each such Trustee in receipt of such writing shall notify such other Trustee of its receipt of such Writing within two Business Days of such receipt; provided, however, that any failure of such Trustee in receipt of such Writing to so notify such other Trustee shall not be deemed as a deficiency in the delivery of such Writing to the Trustee.

Section 7.16 Anti-Money Laundering and Anti-Terrorism. In order to comply with applicable law, including those relating to the funding of terrorist activities and money laundering (for example, section 326 of the USA PATRIOT Act of the United States), the Trustees are required to obtain, verify, record and update certain information relating to individuals and entities which maintain a business relationship with the Trustees. Accordingly, the Company agrees to provide to the Trustees, upon its request from time to time such identifying information and documentation as may be available for the Company in order to enable the Trustees to comply with such applicable law. The Trustees shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Appropriate Trustee, in its sole judgment, acting reasonably, determines that such act might cause it to be in noncompliance with any applicable anti-money laundering or antiterrorist legislation, regulation or guideline. Further, should any Trustee, in its sole judgment, acting reasonably, determine at any time that its acting under this Indenture has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on 10 days’ prior written notice sent to the Company; provided, that (i) the Trustee’s written notice shall describe the circumstances of such non-compliance; and (ii) if such circumstances are rectified to the Trustee’s satisfaction within such 10-day period, then such resignation shall not be effective.

44

Section 7.17 Transfer of Funds to Trustees.

(a) Unless otherwise provided, payments to be made to the Holders of any Debt Securities with respect to the payment of principal, premium or interest (including as interest becomes due, upon redemptions or upon maturity), if any and as applicable, the Company, either directly or through one or more Trustees or any agents of the Trustees, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Trustee, such payment to the order of the Holder. Such payments may also be made through a paying agent. If payment is made through the Trustee or a paying agent, by 11:00 a.m. (Calgary time) at least one Business Day prior to the related payment date or to the date of mailing the checks for such payment, whichever is earlier, the Company shall deliver sufficient funds to the Trustee or paying agent, including to a designated account established for such payment, by electronic transfer or certified check or make such other arrangements for the provision of funds as may be agreeable between the Trustee or paying agent and the Company in order to effect such payment hereunder. The Company shall also deposit with the Trustee or paying agent a sum of money sufficient to pay any charges or expenses which may be incurred by the Trustee or paying agent in connection with such payments, including any charges or expenses incurred upon a redemption of Debt Securities. Every such deposit shall be irrevocable.

So long as the Debt Securities or any portion thereof are issued in the form of a Global Security, then all such payments on such Global Security shall be made by 11:00 a.m. (Calgary time) at least one Business Day prior to the related payment date by electronic funds transfer made payable to the Depositary or its nominee for subsequent payment to the beneficial Holders of the applicable interests in that Global Security, unless the Company and the Depositary otherwise agree.

(b) Neither the Trustees nor paying agent, as applicable, shall have any obligation to disburse funds in respect of any Debt Securities pursuant to Section 7.17(a) unless it has received written confirmation satisfactory to it that the funds have been deposited with it in sufficient amount to pay in full all amounts due and payable with respect to such payment for such Debt Securities. The Trustee or paying agent, as applicable, shall, if it accepts any funds received by it in the form of uncertified checks, be entitled to delay the time for release of such funds until such uncertified checks shall be determined to have cleared the financial institution upon which the same are drawn. Notwithstanding Section 7.17(a), with respect to the Canadian Trustee (i) all payments in excess of $25,000,000 (or such other amount as determined from time to time by the Canadian Payments Association or any successor thereto) shall be made by the use of the Large Value Transfer System (LVTS) and (ii) in the event that payment must be made to the Depositary, the Company shall remit payment to the Trustee or paying agent by LVTS.

ARTICLE VIII

CONCERNING THE HOLDERS

Section 8.01 Evidence of Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Debt Securities of any or all series may take action (including the making of any demand or request, the giving of any direction, notice, consent or waiver or the taking of any other action) the fact that at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in Person or by agent or proxy appointed in writing, (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with the provisions of Article IX, (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders or (d) in the case of Debt Securities evidenced by Global Securities, by an electronic transmission or other message, whether or not in written format, that complies with the applicable procedures of the Depositary.

Section 8.02 Proof of Execution of Instruments and of Holding of Debt Securities. Subject to the provisions of Section 7.01, Section 7.02 and Section 9.02, proof of the execution of any instrument by a Holder or its agent or proxy shall be sufficient if made in accordance with such reasonable rules and regulations as may be prescribed by the Trustees or in such manner as shall be satisfactory to the Trustees.

45

The ownership of Debt Securities of any series shall be proved by the Debt Security Register or by a certificate of the Registrar for such series.

The Trustees may require such additional proof of any matter referred to in this Section 8.02 as it shall deem necessary.

Section 8.03 Who May Be Deemed Owner of Debt Securities. Prior to due presentment for registration of transfer of any Debt Security, the Company, the Trustees, any paying agent and any Registrar may deem and treat the Person in whose name any Debt Security shall be registered upon the books of the Company as the absolute owner of such Debt Security (whether or not such Debt Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for the purpose of receiving payment of or on account of the principal of and premium, if any, and (subject to Section 2.12 and 2.17) interest on such Debt Security and for all other purposes, and neither the Company nor the Trustees nor any paying agent nor any Registrar shall be affected by any notice to the contrary; and all such payments so made to any such Holder for the time being, or upon its order, shall be valid and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for moneys payable upon any such Debt Security.

None of the Company, the Trustees, any paying agent or the Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Section 8.04 Instruments Executed by Holders Bind Future Holders. At any time prior to (but not after) the evidencing to the Trustees, as provided in Section 8.01, of the taking of any action by the Holders of the percentage in aggregate principal amount of the Debt Securities of any series specified in this Indenture in connection with such action, any Holder of a Debt Security which is shown by the evidence to be included in the Debt Securities the Holders of which have consented to such action may, by filing written notice with the Trustees at its corporate trust office and upon proof of holding as provided in Section 8.02 (or, in the case of Debt Securities evidenced by Global Securities, by complying with the applicable procedures of the Depositary), revoke such action so far as concerns such Debt Security. Except as aforesaid any such action taken by the Holder of any Debt Security shall be conclusive and binding upon such Holder and upon all future Holders and owners of such Debt Security appertaining thereto, and of any Debt Security issued upon transfer thereof or in exchange or substitution therefor, irrespective of whether or not any notation in regard thereto is made upon such Debt Security or such other Debt Securities. Any action taken by the Holders of the percentage in aggregate principal amount of the Debt Securities of any series specified in this Indenture in connection with such action shall be conclusively binding upon the Company, the Trustees and the Holders of all the Debt Securities of such series.

Section 8.05 Record Dates for Actions by Holders. If the Company shall solicit from the Holders of Debt Securities of any series any action (including the making of any demand or request, the giving of any direction, notice, consent or waiver or the taking of any other action), the Company may, at its option, by resolution of the Board of Directors, fix in advance a record date for the determination of Holders of Debt Securities entitled to take such action, but the Company shall have no obligation to do so. Any such record date shall be fixed at the Company’s discretion. If such a record date is fixed, such action may be sought or given before or after the record date, but only the Holders of Debt Securities of record at the close of business on such record date shall be deemed to be Holders of Debt Securities for the purpose of determining whether Holders of the requisite proportion of Debt Securities of such series Outstanding have authorized or agreed or consented to such action, and for that purpose the Debt Securities of such series Outstanding shall be computed as of such record date. Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder of a Debt Security and every subsequent Holder of the Debt Security or portion of the Debt Security that evidences the same debt as the consenting Holder’s Debt Security, even if notation of the consent is not made on any Debt Security. However, any such Holder or subsequent Holder may revoke the consent as to its Debt Security if the Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective.

46

ARTICLE IX

MEETINGS OF HOLDERS

Section 9.01 Purposes for Which Meetings May Be Called. A meeting of Holders of Debt Securities of a series may be called at any time and from time to time pursuant to this Article to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be made, given or taken by Holders of Debt Securities of such series.

Section 9.02 Call, Notice and Place of Meetings.

(a) The Trustees may at any time call a meeting of Holders of Debt Securities of any series for any purpose specified in Section 9.01, to be held at such time and at such place in the City of Calgary, Alberta, or at such other place or by other format as may be approved or determined by the Trustees in consultation with the Company. The Trustees may make reasonable rules for action by or a meeting of Holders. Notice of every meeting of Holders of Debt Securities of any series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given, in the manner provided for in Section 13.03, not less than 21 days prior to the date fixed for the meeting.

(b) In case at any time the Company, pursuant to a resolution of the Board of Directors, or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of any series shall have requested the Trustees to call a meeting of the Holders of Debt Securities of such series for any purpose specified in Section 9.01, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustees shall not have made the first publication of the notice of such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then the Company or the Holders of Debt Securities of such series in the amount above specified, as the case may be, may determine the time and the place in the City of Calgary, Alberta for such meeting and may call such meeting for such purposes by giving notice thereof as provided in paragraph (a) of this Section 9.02.

Section 9.03 Persons Entitled to Vote at Meetings. To be entitled to vote at any meeting of Holders of Debt Securities of any series, a Person shall be (a) a Holder of one or more Outstanding Debt Securities of such series, or (b) a Person appointed by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding Debt Securities of such series by such Holder or Holders. The only Persons who shall be entitled to be present or to speak at any meeting of Holders of Debt Securities of any series shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Trustees and their counsel, and any representatives of the Company and its counsel.

Section 9.04 Quorum; Action. The Persons entitled to vote a majority in principal amount of the Outstanding Debt Securities of a series shall constitute a quorum for a meeting of Holders of Debt Securities of such series; provided, however, that, if any action is to be taken at such meeting with respect to a consent or waiver which this Indenture expressly provides may be given by the Holders of not less than a specified percentage in principal amount of the Outstanding Debt Securities of a series, the Persons entitled to vote such specified percentage in principal amount of the Outstanding Debt Securities of such series shall constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall, if convened at the request of Holders of Debt Securities of such series, be dissolved. In any other case, the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in Section 9.02(a), except that such notice need be given only once not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of any adjourned meeting shall state expressly the percentage, as provided above, of the principal amount of the Outstanding Debt Securities of such series which shall constitute a quorum.

47

Subject to the foregoing, at the reconvening of any meeting adjourned for lack of a quorum the Persons entitled to vote 25% in principal amount of the Outstanding Debt Securities at the time shall constitute a quorum for the taking of any action set forth in the notice of the original meeting.

Except as limited by the proviso to Section 10.02 or applicable law, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted by the affirmative vote of the Holders of not less than a majority in principal amount of the Outstanding Debt Securities of such series who have cast their votes; provided, however, that, except as limited by the proviso to Section 10.02 or applicable law, any resolution with respect to any request, demand, authorization, direction, notice, consent, waiver or other action which this Indenture expressly provides may be made, given or taken by the Holders of a specified percentage, which is less than a majority, in principal amount of the Outstanding Debt Securities of a series may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid by the affirmative vote of the Holders of not less than such specified percentage in principal amount of the Outstanding Debt Securities of such series.

Any resolution passed or decision taken at any meeting of Holders of Debt Securities of any series duly held in accordance with this Section 9.04 shall be binding on all the Holders of Debt Securities of such series, whether or not present or represented at the meeting.

Notwithstanding the foregoing provisions of this Section 9.04, if any action is to be taken at a meeting of Holders of Debt Securities of any series with respect to any request, demand, authorization, direction, notice, consent, waiver or other action that this Indenture expressly provides may be made, given or taken by the Holders of a specified percentage in principal amount of all Outstanding Debt Securities affected thereby, or of the Holders of such series and one or more additional series:

(a) there shall be no minimum quorum requirement for such meeting; and

(b) the principal amount of the Outstanding Debt Securities of such series that vote in favor of such request, demand, authorization, direction, notice, consent, waiver or other action shall be taken into account in determining whether such request, demand, authorization, direction, notice, consent, waiver or other action has been made, given or taken under this Indenture.

Section 9.05 Determination of Voting Rights; Conduct and Adjournment of Meetings.

(a) Notwithstanding any provisions of this Indenture, the Trustees may make such reasonable regulations as they may deem advisable for any meeting of Holders of Debt Securities of a series in regard to proof of the holding of Debt Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Debt Securities shall be proved in the manner specified in Section 8.02 and the appointment of any proxyholder shall be proved in the manner specified in Section 8.02.

48

(b) The Trustees shall, by an instrument in writing appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders of Debt Securities as provided in Section 9.02(b), in which case the Company or the Holders of Debt Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Debt Securities of such series represented at the meeting.

(c) At any meeting each Holder of a Debt Security of such series or proxy shall be entitled to one vote for each $1,000 principal amount of Outstanding Debt Securities of such series held or represented by him (determined as specified in the definition of “Outstanding” in Section 1.01); provided, however, that no vote shall be cast or counted at any meeting in respect of any Debt Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Debt Security of such series or a proxy.

(d) Any meeting of Holders of Debt Securities of any series duly called pursuant to Section 9.02 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Debt Securities of such series represented at the meeting; and the meeting may be held as so adjourned without further notice.

Section 9.06 Counting Votes and Recording Action of Meetings. Except as otherwise required by law, the vote upon any resolution submitted to any meeting of Holders of Debt Securities of any series shall be by written ballots on which shall be subscribed the signatures of the Holders of Debt Securities of such series or of their representatives by proxy and the principal amounts and serial numbers, if any, of the Outstanding Debt Securities of such series held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record, at least in duplicate, of the proceedings of each meeting of Holders of Debt Securities of any series shall be prepared by the secretary of the meeting. There shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 9.02 and, if applicable, Section 9.04. Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one such copy shall be delivered to the Company, and another to the Trustees to be preserved by the Trustees, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated.

ARTICLE X

SUPPLEMENTAL INDENTURES

Section 10.01 Purposes for Which Supplemental Indenture May Be Entered into Without Consent of Holders. The Company, when authorized by a resolution of the Board of Directors, and the Trustees may from time to time and at any time, without the consent of Holders, enter into an Indenture or Indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more of the following purposes:

(a) to evidence the succession pursuant to Article XI of another Person to the Company, or successive successions, and the assumption by the Successor Company (as defined in Section 10.01) of the covenants, agreements and obligations of the Company in this Indenture and in the Debt Securities;

49

(b) to surrender any right or power herein conferred upon the Company, to add to the covenants of the Company such further covenants, restrictions, conditions or provisions for the protection of the Holders of all or any series of Debt Securities appertaining thereto (and if such covenants are to be for the benefit of less than all series of Debt Securities, stating that such covenants are expressly being included solely for the benefit of such series) as the Board of Directors shall consider to be for the protection of the Holders of such Debt Securities, and to make the occurrence, or the occurrence and continuance, of a Default in any of such additional covenants, restrictions, conditions or provisions a Default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental Indenture may provide for a particular period of grace after Default (which period may be shorter or longer than that allowed in the case of other Defaults) or may provide for an immediate enforcement upon such Default or may limit the remedies available to the Trustees upon such Default or may limit the right of the Holders of a majority in aggregate principal amount of any or all series of Debt Securities to waive such Default;

(c) to cure any ambiguity or omission or to correct or supplement any provision contained herein, in any supplemental Indenture or in any Debt Securities of any series that may be defective or inconsistent with any other provision contained herein, in any supplemental Indenture or in the Debt Securities of such series; or to make such other provisions in regard to matters or questions arising under this Indenture as shall not adversely affect the interests of any Holders of Debt Securities of any series;

(d) to modify or amend this Indenture in such a manner as to permit the qualification of this Indenture or any Indenture supplemental hereto under any applicable law of the United States, including the Trust Indenture Act, and Canada (or of any province or territory thereof to the extent they do not conflict with the applicable law of the United States heretofore or hereafter enacted), including the Trust Indenture Legislation, as then in effect, except that nothing herein contained shall permit or authorize the inclusion in any Indenture supplemental hereto of the provisions referred to in Section 316(a)(2) of the Trust Indenture Act;

(e) to add guarantees with respect to any or all of the Debt Securities or to secure any or all of the Debt Securities;

(f) to make any change that does not adversely affect the rights of any Holder;

(g) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Debt Securities; provided, however, that any such addition, change or elimination not otherwise permitted under this Section 10.01 shall (i) neither (A) apply to any Debt Security of any series created prior to the execution of such supplemental Indenture and entitled to the benefit of such provision nor (B) modify the rights of the Holder of any such Debt Security with respect to such provision or (ii) shall become effective only when there is no such Debt Security Outstanding;

(h) to evidence and provide for the acceptance of appointment hereunder by a successor or separate Trustee with respect to the Debt Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;

(i) to conform the text of this Indenture to any provision of the “Description of Debt Securities” section (or similar section) of the Company’s prospectus or any prospectus supplement with respect to the Debt Securities;

50

(j) to provide for the issuance of additional Debt Securities in accordance with the limitations set forth in this Indenture, if any;

(k) to establish the form or terms of Debt Securities of any series as permitted by Sections 2.01 and 2.03;

(l) to make any change that would provide any additional rights or benefits to the Holders of Debt Securities or that does not adversely affect the legal rights in any material respect under this Indenture of any Holder of Debt Securities, including to comply with requirements of the SEC or the Depositary; and

(m) to provide for uncertificated Debt Securities in addition to or in place of certificated Debt Securities (provided, that the uncertificated Debt Securities are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code of 1986, as amended).

The Trustees are hereby authorized to join with the Company in the execution of any such supplemental Indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustees shall not be obligated to enter into any such supplemental Indenture which affects their respective own rights, duties or immunities under this Indenture or otherwise.

Any supplemental Indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustees without the consent of the Holders of any of the Debt Securities appertaining thereto at the time Outstanding, notwithstanding any of the provisions of Section 10.02.

After an amendment under this Section 10.01 becomes effective, the Company shall mail (including by electronic transmission) to Holders of Debt Securities of each series affected thereby a notice briefly describing such amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 10.01.

Section 10.02 Modification of Indenture with Consent of Holders of Debt Securities. Without notice to any Holder but with the consent (evidenced as provided in Section 8.01) of the Holders of not less than a majority in aggregate principal amount of the Outstanding Debt Securities of each series affected by such supplemental Indenture, the Company, when authorized by a resolution of the Board of Directors, and the Trustees may from time to time and at any time enter into an Indenture or Indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental Indenture or of modifying in any manner the rights of the Holders of the Debt Securities of such series; provided, that no such supplemental Indenture, without the consent of the Holders of each Debt Security so affected, shall (a) reduce the percentage in principal amount of Debt Securities of any series whose Holders must consent to an amendment; (b) reduce the rate of or extend the time for payment of interest on any Debt Security; (c) reduce the principal of or extend the Stated Maturity of any Debt Security; (d) reduce the premium payable upon the redemption of any Debt Security or change the time at which any Debt Security may or shall be redeemed in accordance with Article III; (e) make any Debt Security payable in Currency other than that stated in the Debt Security; (f) impair or affect the right of a Holder of Debt Securities to receive payment of principal of, and premium, if any, and interest on such Holder’s Debt Securities on or after the due dates therefor or impair or affect the right of a Holder of Debt Securities to institute suit for the enforcement of any such payment on or after such due dates; or (g) make any change in Section 6.06 or this Section 10.02.

51

A supplemental Indenture which changes or eliminates any covenant or other provision of this Indenture which has been expressly included solely for the benefit of one or more particular series of Debt Securities or which modifies the rights of the Holders of Debt Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Debt Securities of any other series.

Upon the request of the Company, accompanied by a copy of a resolution of the Board of Directors authorizing the execution of any such supplemental Indenture, and upon the filing with the Trustees of evidence of the consent of Holders as aforesaid, the Trustees shall join with the Company in the execution of such supplemental Indenture unless such supplemental Indenture affects a Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case such Trustee may in its discretion but shall not be obligated to enter into such supplemental Indenture.

It shall not be necessary for the consent of the Holders under this Section 10.02 to approve the particular form of any proposed supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof.

After an amendment under this Section 10.02 becomes effective, the Company shall mail to Holders of Debt Securities of each series affected thereby a notice briefly describing such amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 10.02.

Section 10.03 Effect of Supplemental Indentures. Upon the execution of any supplemental Indenture pursuant to the provisions of this Article X, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustees, the Company and the Holders shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental Indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

The Trustees, subject to the provisions of Sections 7.01 and 7.02, may receive and shall be fully protected in relying on an Officers’ Certificate and an Opinion of Counsel (at the sole expense of the Company) as conclusive evidence that any such supplemental Indenture complies with the provisions of this Article X, is authorized and permitted by the terms of this Indenture, and that all conditions precedent to such supplemental Indenture have been satisfied. Each Trustee may, but shall not be obligated to, enter into any such supplemental Indenture or amended and restated Indenture that adversely affects such Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise.

Section 10.04 Debt Securities May Bear Notation of Changes by Supplemental Indentures. Debt Securities of any series authenticated and delivered after the execution of any supplemental Indenture pursuant to the provisions of this Article X may, and shall if required by the Trustees, bear a notation in form approved by the Trustees as to any matter provided for in such supplemental Indenture. New Debt Securities of any series so modified as to conform, in the opinion of the Trustees and the Board of Directors, to any modification of this Indenture contained in any such supplemental Indenture may be prepared and executed by the Company, authenticated by the Appropriate Trustee and delivered in exchange for the Debt Securities of such series then Outstanding. Failure to make the appropriate notation or to issue a new Debt Security of such series shall not affect the validity of such amendment.

Section 10.05 Payment for Consent. Neither the Company nor any Affiliate of the Company shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Debt Securities appertaining thereto unless such consideration is offered to be paid to all Holders of the applicable series of Debt Securities that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement.

52

ARTICLE XI

CONSOLIDATION, AMALGAMATION, MERGER, SALE OR CONVEYANCE

Section 11.01 Consolidations, Amalgamations, and Mergers of the Company. The Company shall not consolidate with, amalgamate with or merge with or into any Person (including pursuant to a plan of arrangement), or convey, transfer or lease all or substantially all its assets, or permit any Person, whether in a single transaction or a series of related transactions, to consolidate with, amalgamate with or merge into or convey, transfer or lease substantially all its assets to the Company, unless: (a) either (i) the Company shall be the continuing Person in the case of a merger, amalgamation or (ii) the resulting, surviving or transferee Person if other than the Company (the “Successor Company”) shall be a Person organized and existing under the laws of Canada or any province thereof, or the United States, any state thereof or the District of Columbia, and the Successor Company shall expressly assume, by an Indenture supplemental hereto, executed and delivered to the Trustees, in form satisfactory to the Trustees, all the obligations of the Company under the Debt Securities according to their tenor, and this Indenture; (b) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or any Subsidiary of the Company as a result of such transaction as having been Incurred by the Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default would occur or be continuing; and (c) the Company shall have delivered to the Trustees an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental Indenture (if any) comply with this Indenture.

Section 11.02 Rights and Duties of Successor Company. In case of any consolidation, amalgamation, merger, or conveyance or transfer of the assets of the Company as an entirety or virtually as an entirety in accordance with Section 11.01, the Successor Company shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part, and the predecessor corporation shall be relieved of any further obligation under the Indenture and the Debt Securities, except that no such release will occur in the case of a lease of all or substantially all of the Company’s assets. The Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all the Debt Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustees; and, upon the order of the Successor Company, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Appropriate Trustee shall authenticate and shall deliver any Debt Securities appertaining thereto, which previously shall have been signed and delivered by the officers of the Company to the Appropriate Trustee for authentication, and any Debt Securities appertaining thereto, which the Successor Company thereafter shall cause to be signed and delivered to the Appropriate Trustee for that purpose. All the Debt Securities appertaining thereto so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debt Securities appertaining thereto theretofore or thereafter issued in accordance with the terms of this Indenture as though all such Debt Securities had been issued at the date of the execution hereof.

In case of any such consolidation, amalgamation, merger, sale or conveyance such changes in phraseology and form (but not in substance) may be made in the Debt Securities appertaining thereto thereafter to be issued as may be appropriate and as evidenced in a supplemental Indenture in accordance with Article XI.

53

ARTICLE XII

SATISFACTION AND DISCHARGE OF

INDENTURE; DEFEASANCE; UNCLAIMED MONEYS

Section 12.01 Applicability of Article. If, pursuant to Section 2.03, provision is made for the defeasance of Debt Securities of a series and if the Debt Securities of such series are denominated and payable only in Dollars (except as provided pursuant to Section 2.03), then the provisions of this Article XII relating to defeasance of Debt Securities shall be applicable except as otherwise specified pursuant to Section 2.03 for Debt Securities of such series. Defeasance provisions, if any, for Debt Securities denominated in Other Currency may be specified pursuant to Section 2.03.

Section 12.02 Satisfaction and Discharge of Indenture; Defeasance.

(a) If at any time (i) the Company shall have delivered to the Trustees for cancellation all Debt Securities of any series theretofore authenticated and delivered or (ii) all Debt Securities of such series not theretofore delivered to the Trustees for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustees for the giving of notice of redemption, and the Company shall deposit with the Trustees as trust funds the entire amount in the Currency in which such Debt Securities are denominated (except as otherwise provided pursuant to Section 2.03) sufficient to pay at maturity or upon redemption all Debt Securities of such series not theretofore delivered to the Trustees for cancellation, including principal and premium, if any, and interest due or to become due on such date of maturity or redemption date, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of such Debt Securities herein expressly provided for and rights to receive payments of principal of, and premium, if any, and interest on, such Debt Securities), and the Trustees, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture.

(b) Subject to Section 12.02(c), Section 12.03 and Section 12.07, the Company at any time may terminate, with respect to Debt Securities of a particular series, all its obligations under the Debt Securities of such series and this Indenture with respect to the Debt Securities of such series (“legal defeasance option”) or if specified pursuant to Section 2.03, its obligations under any covenant with respect to the Debt Securities of such series (“covenant defeasance option”). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option.

If the Company exercises its legal defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default specified pursuant to Section 2.03.

Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustees shall acknowledge in writing the discharge of those obligations that the Company terminates.

(c) Notwithstanding clauses (a) and (b) above, the Company’s obligations in Sections 2.07, 2.09, 4.02, 4.04, 5.01, 7.06, 7.10, 12.05, 12.06 and 12.07 shall survive until the Debt Securities of the defeased series have been paid in full. Thereafter, the Company’s obligations in Sections 7.06, 12.05 and 12.06 shall survive.

54

Section 12.03 Conditions of Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to Debt Securities of a particular series only if:

(a) the Company irrevocably deposits in trust with the Trustees cash or Government Obligations for the payment of principal of, and premium, if any, and interest on, the Debt Securities of such series to maturity or redemption, as the case may be;

(b) the Company delivers to the Trustees a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay the principal, premium and interest when due on all the Debt Securities of such series to maturity or redemption, as the case may be;

(c) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f) or (g) with respect to the Company occurs which is continuing at the end of the period;

(d) no Default has occurred and is continuing on the date of such deposit and after giving effect thereto;

(e) the deposit does not constitute a default under any other agreement binding on the Company and, if the Debt Securities of such series are subordinated pursuant to the terms of a supplemental Indenture, is not prohibited by such terms;

(f) the Company delivers to the Trustees an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940;

(g) in the event of the legal defeasance option, the Company shall have delivered to the Trustees an Opinion of Counsel stating that (i) the Company has received from the Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case of the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of Debt Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred;

(h) in the event of the covenant defeasance option, the Company shall have delivered to the Trustees an Opinion of Counsel to the effect that the Holders of Debt Securities of such series will not recognize income, gain or loss for Canadian and U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to Canadian and U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred;

(i) the Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period); and

(j) the Company delivers to the Trustees an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Debt Securities of such series as contemplated by this Article XII have been complied with and that such defeasance and discharge of the Debt Securities of such series is authorized or permitted by the terms of this Indenture.

55

Before or after a deposit, the Company may make arrangements satisfactory to the Trustees for the redemption of Debt Securities of such series at a future date in accordance with Article III.

Section 12.04 Application of Trust Money. The Trustees shall hold in trust money or Government Obligations deposited with it pursuant to this Article XII. It shall apply the deposited money and the money from Government Obligations through any paying agent and in accordance with this Indenture to the payment of principal of, and premium, if any, and interest on, the Debt Securities of the defeased series.

Section 12.05 Repayment to Company. The Trustees and any paying agent shall promptly turn over to the Company upon request any excess money or securities held by them at any time.

Subject to any applicable abandoned property law, the Trustees and any paying agent shall pay to the Company upon request any money held by them for the payment of principal, premium or interest that remains unclaimed for two years, and, thereafter, Holders entitled to such money must look to the Company for payment as general creditors.

Section 12.06 Indemnity for Government Obligations. The Company shall pay and shall indemnify the Trustees and the Holders against any tax, or other change imposed on or assessed against deposited Government Obligations or the principal and interest received on such Government Obligations.

Section 12.07 Reinstatement. If the Trustees or any paying agent is unable to apply any money or Government Obligations in accordance with this Article XII by reason of any legal proceeding or by reason of any order or judgment of any court or government authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under this Indenture and the Debt Securities of the defeased series shall be revived and reinstated as though no deposit had occurred pursuant to this Article XII until such time as the Trustees or any paying agent is permitted to apply all such money or Government Obligations in accordance with this Article XII.

ARTICLE XIII

MISCELLANEOUS PROVISIONS

Section 13.01 Successors and Assigns of Company Bound by Indenture. All the covenants, stipulations, promises and agreements in this Indenture contained by or in behalf of the Company or the Trustees shall bind their successors and assigns, whether so expressed or not.

Section 13.02 Acts of Board, Committee or Officer of Successor Company Valid. Any act or proceeding by any provision of this Indenture authorized or required to be done or performed by any board, committee or officer of the Company shall and may be done and performed with like force and effect by the like board, committee or officer of any Successor Company.

Section 13.03 Required Notices or Demands. Except as otherwise expressly provided in this Indenture, any notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Trustees or by the Holders to or on the Company may be given or served by being deposited postage prepaid in a post office letter box in the United States addressed (until another address is filed by the Company with the Trustees) as follows: DIRTT Environmental Solutions Ltd, 7303 30th Street S.E., Calgary, Alberta, T2C 1N6, Canada, Attention: General Counsel. Except as otherwise expressly provided in this Indenture, any notice, direction, request or demand by the Company or by any Holder to or upon the Canadian Trustee may be given or made, for all purposes, by being deposited postage prepaid in a post office letter box in Canada addressed to the corporate trust office of the Canadian Trustee initially at 800 – 324, 8^th Avenue SW, Calgary, AB, T2P 2Z2, Attention: Manager, Corporate Trust. Except as otherwise expressly provided in this Indenture, any notice, direction, request or demand by the Company or by any Holder to or upon the U.S. Trustee may be given or made, for all purposes, by being deposited postage prepaid, certified mail in a post office letter box in the United States or by nationally recognized overnight courier addressed to the corporate trust office of the U.S. Trustee initially at Computershare Trust Company, N.A., 6200 S. Quebec Street, Greenwood Village, Colorado 80111, Attention: Corporate Trust. The Company or the Trustees by notice to the other may designate additional or different addresses for subsequent notices or communications. All notices to a Trustee shall be deemed delivered when received by such Trustee.

56

Any notice required or permitted to be delivered to a Holder by the Company or the Trustees pursuant to the provisions of this Indenture shall be deemed to be properly mailed by being deposited postage prepaid in a post office letter box in Canada or the United States addressed to such Holder at the address of such Holder as shown on the Debt Security Register or through the Depositary. Any report pursuant to Section 313 of the Trust Indenture Act shall be transmitted in compliance with subsection (c) therein.

In the event of suspension of regular mail service or by reason of any other cause it shall be impracticable to give notice by mail, then such notification as shall be given with the approval of the Trustees shall constitute sufficient notice for every purpose hereunder.

Failure to mail a notice or communication to a Holder or any defect in it or any defect in any notice by publication as to a Holder shall not affect the sufficiency of such notice with respect to other Holders. If a notice or communication is mailed or published in the manner provided above, it is conclusively presumed duly given.

Section 13.04 Governing Law; Conflict of Any Provision of the Indenture with the Trust Indenture Act.

(a) This Indenture and each Debt Security shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein and shall be treated in all respects as Alberta contracts; provided, that the rights, protections, duties, obligations and immunities of the U.S. Trustee hereunder shall be governed by and construed under the laws of the State of New York.

(b) Each of the Company and the U.S. Trustee agrees to comply with all provisions of the Trust Indenture Act applicable to or binding upon it in connection with this Indenture and each Debt Security. If and to the extent that any provision of this Indenture, the Debt Security or applicable law limits, qualifies or conflicts with any mandatory requirement of the Trust Indenture Act (and notwithstanding any provisions of this Indenture or the Debt Security to the contrary), such mandatory requirement shall prevail. For greater certainty, if and to the extent that any provision of this Indenture, the Debt Security or applicable law limits, qualifies or conflicts with the duties imposed by Sections 310 to 318, inclusive, of the Trust Indenture Act, or conflicts with any provision required by or deemed to be included in this Indenture by operation of such Trust Indenture Act sections (and notwithstanding any provisions of this Indenture or the Debt Securities to the contrary), the Trust Indenture Act shall control.

57

Section 13.05 Officers’ Certificate and Opinion of Counsel to Be Furnished upon Application or Demand by the Company. Upon any application or demand by the Company to the Trustees to take, or refrain from taking, any action under any of the provisions of this Indenture, the Company shall furnish to the Trustees an Officers’ Certificate stating that all conditions precedent provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with, except that in the case of any such application or demand as to which the furnishing of such document is specifically required by any provision of this Indenture relating to such particular application or demand, no additional certificate or opinion need be furnished.

Each certificate or opinion provided for in this Indenture and delivered to the Trustees with respect to compliance with a condition or covenant provided for in this Indenture shall include (a) a statement that the Person making such certificate or opinion has read such covenant or condition, (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based, (c) a statement that, in the opinion of such Person, that Person has made such examination or investigation as is necessary to enable that Person to express an informed opinion as to whether or not such covenant or condition has been complied with and (d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

Section 13.06 Payments Due on Legal Holidays. In any case where the date of maturity of interest on or principal of and premium, if any, on the Debt Securities of a series or the date fixed for conversion, redemption or repayment of any Debt Security or the making of any sinking fund payment shall not be a Business Day at any Place of Payment for the Debt Securities of such series, then payment of interest or principal and premium, if any, or the making of such sinking fund payment, or in the case of a conversion, the issuance of securities, need not be made on such date at such Place of Payment, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the date of maturity or the date fixed for redemption, and no interest shall accrue for the period after such date. If a record date is not a Business Day, the record date shall not be affected.

Section 13.07 Computation of Interest on Debt Securities. Interest, if any, on the Debt Securities shall be computed on the basis of a 360-day year of twelve 30-day months, except as may otherwise be provided pursuant to Section 2.03. For the purposes of disclosure under the Interest Act (Canada), the yearly rate of interest to which interest calculated under a Debt Security for any period in any calendar year (the “calculation period”) is equivalent, is the rate payable under a Debt Security in respect of the calculation period multiplied by a fraction the numerator of which is the actual number of days in such calendar year and the denominator of which is the actual number of days in the calculation period. If the Canadian Trustee is appointed paying agent, it shall be entitled to rely on the calculations to be provided by the Company.

Section 13.08 Agent for Service; Submission to Jurisdiction; Waiver of Immunities.

(a) The Company hereby irrevocably and unconditionally submits to the jurisdiction of (i) a New York state or federal court located in The Borough of Manhattan, The City of New York and (ii) the courts of the Province of Alberta, in each case with all applicable courts of appeal therefrom, with respect to actions brought against it as a defendant, for purposes of all legal proceedings arising out of or relating to this Indenture or the Debt Securities or the transactions contemplated hereby or thereby; provided, that nothing herein shall be deemed to limit the ability of any party to this Indenture or the Debt Securities to bring suit in any other permissible jurisdiction. The Company hereby irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding, and it irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court, any claim that any such proceeding brought in such a court has been brought in an inconvenient forum and any objection based on place of residence or domicile.

58

(b) By the execution and delivery of this Indenture, the Company (i) acknowledges that it has irrevocably designated and appointed Cogency Global Inc., 122 East 42nd Street, 18th Floor, New York, NY 10168, as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Debt Securities or this Indenture that may be instituted a New York state or federal court located in The Borough of Manhattan, The City of New York, or brought by the Trustees (whether in their individual capacity or in their capacity as Trustees hereunder), and (ii) agrees that service of process upon Cogency Global Inc. and written notice of said service to the Company (mailed or delivered to the Company as specified herein), shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of Cogency Global Inc. in full force and effect so long as this Indenture shall be in full force and effect.

(c) To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture and the Debt Securities, to the extent permitted by law.

(d) The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto. The Company irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action, suit or proceeding in any such court.

(e) Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver will be the equivalent of such notice. Waivers of notice by Holders will be filed with the Appropriate Trustee, but such filing will not be a condition precedent to the validity of any action taken in reliance on such waiver.

(f) The Trustees agree to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods; provided, however, that (a) the party providing such written instructions, subsequent to such transmission of written instructions, shall provide the originally executed instructions or directions to the Appropriate Trustee in a timely manner, and such originally executed instructions or directions shall be signed by an authorized representative of the party providing such instructions or directions. If the party elects to give a Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustees shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustees’ reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The party providing electronic instructions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustees, including the risk of the Trustees acting on unauthorized instructions, and the risk or interception and misuse by third parties.

59

Section 13.09 No Recourse Against Others. An incorporator or any past, present or future director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Debt Securities or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Debt Security, each Holder shall waive and release all such liability. The waiver and release shall be part of the consideration for the issue of the Debt Securities.

Section 13.10 Severability. In case any provision in this Indenture or the Debt Securities shall be invalid, illegal or unenforceable, such provision shall be deemed to be severed herefrom or therefrom and the validity, legality and enforceability of the remaining provisions shall not in any way be affected, prejudiced or impaired thereby.

Section 13.11 Effect of Headings. The article and section headings herein and in the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 13.12 Entire Agreement. This Indenture and all supplemental Indentures and Schedules hereto and thereto, and the Debt Securities issued hereunder and thereunder, together constitute the entire agreement between the parties hereto with respect to the indebtedness created hereunder and thereunder and under the Debt Securities and supersedes as of the date hereof all prior memoranda, agreements, negotiations, discussions and term sheets, whether oral or written, with respect to the indebtedness created hereunder or thereunder and under the Debt Securities.

Section 13.13 Indenture May Be Executed in Counterparts. This Indenture may be executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument. Delivery of an executed signature page to this Indenture by any party hereto by facsimile transmission, PDF or other form of electronic transmission, including through DocuSign and similar applications, shall be as effective as delivery of a manually executed copy of this Indenture by such party. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Indenture or any document to be signed in connection with this Indenture (including the Debt Securities and any Officer’s Certificate) shall be deemed to include electronic signatures, including digital signature provided by DocuSign (or such other digital signature provider as specified in writing to Trustees by the authorized representative), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature. The Company agrees to assume all risks arising out of the use of digital signatures and electronic methods to submit communications to Trustees, including the risk of Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.

Section 13.14 Formal Date. For the purpose of convenience, this Indenture may be referred to as bearing the formal date of January 25, 2021, irrespective of the actual date of execution hereof.

Section 13.15 Force Majeure. Except for the payment obligations of the Company contained herein or in any supplemental Indenture or resolution of the Board of Directors, neither party shall be liable to the other, or held in breach of this Indenture, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, pandemics, governmental action or judicial order, earthquakes, economic sanctions or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this Indenture shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section 13.15.

Each Trustee hereby accepts the trusts in this Indenture upon the terms and conditions herein set forth.

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly signed as of the date first written above.

DIRTT ENVIRONMENTAL SOLUTIONS LTD.
By:	/s/ Kevin O’Meara
Name:	Kevin O’Meara
Title:	President and Chief Executive Officer

60

COMPUTERSHARE TRUST COMPANY OF CANADA, as Canadian Trustee
By:	/s/ Angela Fletcher
Name:	Angela Fletcher
Title:	Corporate Trust Officer
By:	/s/ Beatriz Fedozzi
Name:	Beatriz Fedozzi
Title:	Corporate Trust Officer
COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as U.S. Trustee
By:	/s/ Jerry Urbanek
Name:	Jerry Urbanek
Title:	Trust Officer

61

EX-4.2

Exhibit 4.2

FIRST SUPPLEMENTAL INDENTURE

by and among

DIRTT ENVIRONMENTAL SOLUTIONS LTD.

and

COMPUTERSHARE TRUST COMPANY OF CANADA

as Canadian Trustee

COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION

as U.S. Trustee

Dated as of January 25, 2021

Supplementing the Indenture for Debt Securities

Dated as of January 25, 2021

6.00% Convertible Unsecured Subordinated Debentures due 2026

ARTICLE I DEFINITIONS		2
SECTION 1.01	SCOPE OF SUPPLEMENTAL INDENTURE	2
SECTION 1.02	DEFINITIONS	2
ARTICLE II ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF DEBENTURES		9
SECTION 2.01	DESIGNATION AND AMOUNT; GENERAL TERMS; RANKING	9
SECTION 2.02	FORM OF DEBENTURES	10
SECTION 2.03	DATE AND DENOMINATION OF DEBENTURES; PAYMENTS	11
SECTION 2.04	CUSIP NUMBERS	11
SECTION 2.05	ADDITIONAL DEBENTURES; REPURCHASES	12
SECTION 2.06	PURCHASE OF DEBENTURES BY THE COMPANY	12
SECTION 2.07	DEPOSIT OF MONIES OR COMMON SHARES ON MATURITY	12
SECTION 2.08	WITHDRAWALS	13
ARTICLE III REGISTRATION, TRANSFER, EXCHANGE AND OWNERSHIP		13
SECTION 3.01	FULLY REGISTERED DEBENTURES	13
SECTION 3.02	GLOBAL DEBENTURES OR BOOK BASED ONLY DEBENTURES	13
SECTION 3.03	TRANSFEREE ENTITLED TO REGISTRATION	16
SECTION 3.04	EXCHANGE AND REGISTRATION OF TRANSFER OF DEBENTURES; DEPOSITARY	16
SECTION 3.05	NO NOTICE OF TRUSTS	17
SECTION 3.06	REGISTERS OPEN FOR INSPECTION	17
SECTION 3.07	EXCHANGES OF DEBENTURES	17
SECTION 3.08	CLOSING OF REGISTERS	17
SECTION 3.09	CHARGES FOR REGISTRATION, TRANSFER AND EXCHANGE	18
SECTION 3.10	OWNERSHIP OF DEBENTURES	18
SECTION 3.11	REFERENCES TO DEBENTURES	19
ARTICLE IV PARTICULAR COVENANTS OF THE COMPANY		19
SECTION 4.01	RESTRICTIONS OF SHARE REDEMPTION RIGHT AND SHARE REPAYMENT RIGHT	19
SECTION 4.02	PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST	19
SECTION 4.03	MAINTENANCE OF OFFICE OR AGENCY	20
SECTION 4.04	STAY, EXTENSION AND USURY LAWS	20
SECTION 4.05	COMPLIANCE CERTIFICATE; STATEMENTS AS TO DEFAULT	20
SECTION 4.06	INTENTIONALLY OMITTED	20
SECTION 4.07	MAINTAIN LISTING	21
SECTION 4.08	FURTHER INSTRUMENTS AND ACTS	21
SECTION 4.09	PERFORMANCE OF COVENANTS BY TRUSTEES	21
SECTION 4.10	ISSUANCE OF COMMON SHARES	21
SECTION 4.11	REGISTRATION OF COMMON SHARES	21
SECTION 4.12	COMPLIANCE WITH EXCHANGE RULES	21
ARTICLE V DEFAULTS AND REMEDIES		21
SECTION 5.01	ADDITIONAL EVENTS OF DEFAULT; MODIFICATIONS	21
ARTICLE VI MEETINGS OF DEBENTUREHOLDERS		22
SECTION 6.01	DEBENTUREHOLDERS MEETING	22
SECTION 6.02	POWERS EXERCISABLE BY RESOLUTION	22
SECTION 6.03	POWERS CUMULATIVE	23
SECTION 6.04	INSTRUMENTS IN WRITING	23
SECTION 6.05	BINDING EFFECT OF RESOLUTION	23
SECTION 6.06	EVIDENCE OF RIGHTS OF DEBENTUREHOLDERS	24

ARTICLE VII CHANGE OF CONTROL		24
SECTION 7.01	CHANGE OF CONTROL OBLIGATIONS	24
SECTION 7.02	MAKE-WHOLE AMOUNT	26
ARTICLE VIII MODIFICATIONS AND AMENDMENTS		28
SECTION 8.01	MODIFICATIONS AND AMENDMENTS WITHOUT CONSENT OF DEBENTUREHOLDERS	28
SECTION 8.02	EXCHANGE APPROVAL	28
SECTION 8.03	MODIFICATIONS AND AMENDMENTS WITH CONSENT OF DEBENTUREHOLDERS	28
ARTICLE IX CONVERSION OF DEBENTURES		29
SECTION 9.01	APPLICABILITY OF ARTICLE	29
SECTION 9.02	EXPIRY OF CONVERSION PRIVILEGE	29
SECTION 9.03	REVIVAL OF RIGHT TO CONVERT	29
SECTION 9.04	MANNER OF EXERCISE OF RIGHT TO CONVERT	29
SECTION 9.05	ADJUSTMENT OF CONVERSION PRICE	31
SECTION 9.06	NO REQUIREMENT TO ISSUE FRACTIONAL COMMON SHARES	35
SECTION 9.07	COMPANY TO RESERVE COMMON SHARES	35
SECTION 9.08	CANCELLATION OF CONVERTED DEBENTURES	36
SECTION 9.09	CERTIFICATE AS TO ADJUSTMENT	36
SECTION 9.10	NOTICE OF SPECIAL MATTERS	36
SECTION 9.11	PROTECTION OF TRUSTEES	36
SECTION 9.12	CONTRACTUAL RIGHT OF RESCISSION	37
ARTICLE X OPTIONAL REDEMPTION OF THE DEBENTURES BY THE COMPANY		37
SECTION 10.01	APPLICABILITY OF ARTICLE	37
SECTION 10.02	PARTIAL REDEMPTION	38
SECTION 10.03	NOTICE OF REDEMPTION	38
SECTION 10.04	DEBENTURES DUE ON REDEMPTION DATES	38
SECTION 10.05	DEPOSIT OF REDEMPTION MONIES OR COMMON SHARES	39
SECTION 10.06	RIGHT TO REPAY REDEMPTION PRICE IN COMMON SHARES	39
SECTION 10.07	FAILURE TO SURRENDER DEBENTURES CALLED FOR REDEMPTION	41
SECTION 10.08	CANCELLATION OF DEBENTURES REDEEMED	42
ARTICLE XI COMMON SHARE PAYMENT RIGHTS		42
SECTION 11.01	COMMON SHARE INTEREST PAYMENT ELECTION	42
SECTION 11.02	RIGHT TO REPAY PRINCIPAL AMOUNT AND ACCRUED INTEREST THEREON AT MATURITY IN COMMON SHARES	44
ARTICLE XII COMPULSORY ACQUISITION		47
SECTION 12.01	DEFINITIONS, IN THIS ARTICLE:	47
SECTION 12.02	OFFER FOR DEBENTURES	47
SECTION 12.03	OFFEROR’S NOTICE TO DISSENTING DEBENTUREHOLDERS	47
SECTION 12.04	DELIVERY OF DEBENTURE CERTIFICATES	48
SECTION 12.05	PAYMENT OF CONSIDERATION TO CANADIAN TRUSTEE	48
SECTION 12.06	CONSIDERATION TO BE HELD IN TRUST	48
SECTION 12.07	COMPLETION OF TRANSFER OF DEBENTURES TO OFFEROR	48
SECTION 12.08	COMMUNICATION OF OFFER TO TRUST	49

ARTICLE XIII SUBORDINATION		49
SECTION 13.01	APPLICABILITY OF ARTICLE	49
SECTION 13.02	ORDER OF PAYMENT	49
SECTION 13.03	SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS	50
SECTION 13.04	OBLIGATION TO PAY NOT IMPAIRED	51
SECTION 13.05	NO PAYMENT IF SENIOR INDEBTEDNESS IN DEFAULT	51
SECTION 13.06	PAYMENT ON DEBENTURES PERMITTED	51
SECTION 13.07	CONFIRMATION OF SUBORDINATION	52
SECTION 13.08	KNOWLEDGE OF TRUSTEES	52
SECTION 13.09	TRUSTEES MAY HOLD SENIOR INDEBTEDNESS	52
SECTION 13.10	RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS NOT IMPAIRED	52
SECTION 13.11	ALTERING THE SENIOR INDEBTEDNESS	52
SECTION 13.12	ADDITIONAL INDEBTEDNESS	53
SECTION 13.13	RIGHT OF DEBENTUREHOLDER TO RECEIVE COMMON SHARES NOT IMPAIRED	53
SECTION 13.14	INVALIDATED PAYMENTS	53
SECTION 13.15	CONTESTING SECURITY	53
ARTICLE XIV MISCELLANEOUS		53
SECTION 14.01	RATIFICATION AND INCORPORATION OF ORIGINAL INDENTURE	53
SECTION 14.02	GOVERNING LAW	53
SECTION 14.03	IMMUNITY OF DIRECTORS, OFFICERS AND OTHERS	53
SECTION 14.04	PAYMENTS ON BUSINESS DAYS	53
SECTION 14.05	NO SECURITY INTEREST CREATED	54
SECTION 14.06	TRUST INDENTURE ACT	54
SECTION 14.07	CONFLICT WITH ORIGINAL INDENTURE	54
SECTION 14.08	BENEFITS OF INDENTURE	54
SECTION 14.09	CALCULATIONS	54
SECTION 14.10	TABLE OF CONTENTS, HEADINGS, ETC.	54
SECTION 14.11	EXECUTION IN COUNTERPARTS	54
SECTION 14.12	SEVERABILITY	54
SECTION 14.13	THE TRUSTEES	55

EXHIBITS
EXHIBIT A	Form of Debenture
EXHIBIT B	Form of Notice of Conversion
EXHIBIT C	Form of Redemption Notice
EXHIBIT D	Form of Offeror’s Notice to Dissenting Debentureholders
EXHIBIT E	Form of Change of Control Notice
EXHIBIT F	Form of Maturity Notice

FIRST SUPPLEMENTAL INDENTURE

THIS FIRST SUPPLEMENTAL INDENTURE dated as of January 25, 2021 (this “Supplemental Indenture”), is entered into among DIRTT Environmental Solutions Ltd., an Alberta corporation (the “Company”), Computershare Trust Company of Canada, a trust company organized under the laws of Canada (the “Canadian Trustee”), and Computershare Trust Company, National Association, a national banking association organized under the laws of the United States (the “U.S. Trustee”). Capitalized terms used herein and not otherwise defined have the meanings set forth in the Indenture for Debt Securities dated as of January 25, 2021, by and among the Company, the Canadian Trustee and the U.S. Trustee (the “Original Indenture”).

RECITALS

A. The Company and the Trustees entered into the Original Indenture, pursuant to which the Company may from time to time issue its debentures, notes, bonds or other evidences of indebtedness (collectively, the “Debt Securities”).

B. Section 10.01 of the Original Indenture provides that the Company, when authorized by a resolution of the Board of Directors, and the Trustees may, without the consent of the holders of the Debt Securities, enter into a supplemental indenture to establish the form or terms of Debt Securities as permitted by Sections 2.01 and 2.03 of the Original Indenture.

C. The Company has duly authorized the issue of 6.00% Convertible Unsecured Subordinated Debentures due 2026 (as they may be issued from time to time under this Supplemental Indenture, including any Additional Debentures, collectively the “Debentures”), initially in an aggregate principal amount not to exceed $35,000,000 plus an additional $5,250,000 issuable pursuant to an overallotment option and in connection therewith, the Company has duly determined to make, execute and deliver this Supplemental Indenture to set forth the terms and provisions of the Debentures as required by the Original Indenture.

D. The Company has delivered to the Trustees an Opinion of Counsel and Officers’ Certificate stating that this Supplemental Indenture is authorized or permitted by the Original Indenture and that all conditions precedent provided for in the Original Indenture to the execution and delivery of this Supplemental Indenture have been complied with.

E. The Form of Debenture, the Trustees’ certificate of authentication to be borne by each Debenture, the Form of Notice of Conversion, the Form of Redemption Notice, Form of Offeror’s Notice to Dissenting Debentureholders, the Form of Change of Control Notice and the Form of Maturity Notice to be borne by the Debentures are to be substantially in the forms hereinafter provided for.

F. All things necessary to make the Debentures the valid and legally binding obligations of the Company, when executed by the Company and authenticated and delivered by the Canadian Trustee or a duly authorized authenticating agent, as provided for in the Original Indenture, have been done.

G. All things necessary to make this Supplemental Indenture a valid and legally binding indenture and agreement according to its terms, and a valid and legally binding amendment of, and supplement to, the Original Indenture have been done.

NOW, THEREFORE, in consideration of the mutual agreements and covenants set forth herein, the parties hereto agree, subject to the terms and conditions hereinafter set forth, as follows for the benefit of the Trustees and the Debentureholders:

ARTICLE I

DEFINITIONS

Section 1.01 Scope of Supplemental Indenture. The changes, modifications and supplements to the Original Indenture affected by this Supplemental Indenture shall be applicable only with respect to, and shall only govern the terms of, the Debentures, which shall be limited initially to $40,250,000 aggregate principal amount, except as otherwise provided herein, and which may be issued from time to time, and shall not apply to any other Debt Securities that may be issued under the Original Indenture unless a supplemental indenture with respect to such other Debt Securities specifically incorporates such changes, modifications and supplements. The provisions of this Supplemental Indenture shall supersede any corresponding or inconsistent provisions in the Original Indenture.

Section 1.02 Definitions. The terms defined in this Section 1.02 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Supplemental Indenture and for purposes of the Original Indenture as it relates to the Debentures shall have the respective meanings specified in this Section 1.02. Except as otherwise provided in this Supplemental Indenture, all words, terms and phrases defined in the Original Indenture (but not otherwise defined herein) shall have the same meaning herein, including the recitals hereto, as in the Original Indenture. All other terms used in this Supplemental Indenture that are defined in the Trust Indenture Act or that are by reference therein defined in the U.S. Securities Act (except as herein otherwise expressly provided or unless the context otherwise requires) shall have the meanings assigned to such terms in said Trust Indenture Act and in said U.S. Securities Act as in force at the date of the execution of this Supplemental Indenture. The words “herein,” “hereof,” “hereunder,” and words of similar import refer to this Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision. The terms defined in this Article include the plural as well as the singular.

“90% Redemption Right” has the meaning ascribed thereto in Section 7.01(b).

“Additional Debentures” means the additional Debentures issued pursuant to Section 2.05.

“Applicable Period” means any period announced by the Board of Directors as a period of time for which a cash dividend or distribution will be declared and paid by the Company to the holders of all or substantially all of the outstanding Common Shares.

“Auditors” or “Auditors of the Company” means an independent firm of chartered accountants duly appointed as auditors of the Company.

“Base Shares” has the meaning ascribed thereto in Section 7.02(d).

“Beneficial Holder” means any person who holds a beneficial interest in a Global Debenture or Book Based Only Debenture as shown on the books of the Depositary or a Depositary Participant.

“Book Based Only Debentures” means Debentures issued under this Supplemental Indenture in non-certificated form which are held only by way of book based (electronic) register maintained by the Canadian Trustee.

“Business Day” means any day other than a Saturday, Sunday or a statutory holiday in Calgary, Alberta, or Toronto, Ontario.

2

“Cash Change of Control” means a Change of Control in which 10% or more of the consideration for the Common Shares in the transaction or transactions constituting a Change of Control consists of: (i) cash, other than cash payments for fractional Common Shares and cash payments made in respect of dissenter’s appraisal rights; (ii) equity securities that are not traded or intended to be traded immediately following such transactions on a recognized stock exchange; or (iii) other property that is not traded or intended to be traded immediately following such transactions on a recognized stock exchange.

“Cash Change of Control Conversion Period” has the meaning ascribed thereto in Section 7.02(a).

“Change of Control” means (i) the acquisition by any Person, or group of Persons acting jointly or in concert (within the meaning of MI 62-104), of voting control or direction of an aggregate of 66²/₃% or more of the then outstanding Common Shares, or (ii) the sale or other transfer of all or substantially all of the Company’s consolidated assets, but shall not include a sale, merger, reorganization, arrangement, combination or other similar transaction if the previous holders of Common Shares hold at least 66²/₃% of the voting control or direction in such merged, reorganized, arranged, combined or other continuing entity immediately following completion of such transaction (and in the case of a sale of all or substantially all of the consolidated assets, in the entity which has acquired such assets).

“Change of Control Notice” has the meaning ascribed thereto in Section 7.01(a).

“Change of Control Purchase Date” has the meaning ascribed thereto in Section 7.01(a).

“Change of Control Purchase Offer” has the meaning ascribed thereto in Section 7.01(a).

“close of business” means 4:30 p.m. (Calgary time).

“Common Shares” means common shares in the capital of the Company, as such common shares are constituted on the date of execution and delivery of this Supplemental 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 9.05, “Common 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.

“Common Share Bid Request” means a request for bids to purchase Common Shares (to be issued by the Company on the Common Share Delivery Date) made by the Canadian Trustee in accordance with the Common Share Interest Payment Election Notice and which 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 Common Shares which, together with the cash payments by the Company in lieu of fractional Common Shares, if any, equal the Interest Obligation.

3

“Common Share Delivery Date” means a date, not more than 90 days and not less than one Business Day prior to the applicable payment date, upon which Common Shares are issued by the Company and delivered to the Canadian Trustee for sale pursuant to Common Share Purchase Agreements.

“Common Share Interest Payment Election” means an election to satisfy all of part of an Interest Obligation on the applicable payment date in the manner described in the Common Share Interest Payment Election Notice.

“Common Share Interest Payment Election Amount” means the aggregate amount of the Interest Obligation in respect of which the Common Share Interest Payment Election Notice was delivered.

“Common Share Interest Payment Election Notice” means a written notice made by the Company to the Canadian Trustee specifying:

(a) the Interest Obligation to which the election relates;

(b) the Common Share Interest Payment Election Amount;

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

(d) that the Canadian Trustee shall accept through the investment banks, brokers or dealers selected by the Company only those bids which comply with such notice.

“Common Share Proceeds Investment” has the meaning ascribed thereto in Section 11.01(h).

“Common Share Purchase Agreement” means an agreement in customary form among the Company, the Canadian Trustee and the Persons making acceptable bids pursuant to a Common Share Bid Request, which complies with all applicable laws, including the Canadian Securities Legislation, U.S. Securities Laws, and the rules and regulations of any stock exchange on which the Debentures or Common Shares are then listed.

“Common Share Redemption Right” has the meaning ascribed thereto in Section 10.06(a).

“Common Share Repayment Right” has the meaning ascribed thereto in Section 11.02(a).

“Company” means DIRTT Environmental Solutions Ltd., an Alberta corporation, and subject to the provisions of Article XI of the Original Indenture, shall include its successors and assigns.

“Conversion Agent” has the meaning ascribed thereto in Section 4.03.

“Conversion Price” means the dollar amount for which each Common Share may be issued from time to time upon the conversion of Debentures, being initially $4.65 per Common Share and subject to adjustment pursuant to Section 9.05 hereof.

4

“Conversion Rate” means the number of Freely Tradeable Common Shares issuable on Conversion of $1,000 of Debentures in accordance with Article VII, and includes, for certainty, any Make-Whole Additional Shares.

“Credit Facility” means the senior secured revolving credit facility provided by the Royal Bank of Canada pursuant to the credit agreement dated July 19, 2019, between the Company, as borrower, DIRTT Environmental Solutions, Inc., as guarantor, and Royal Bank of Canada, as lender, as amended, restated, modified, renewed, refunded, replaced in any manner (whether upon or after termination or otherwise) or refinanced in whole or in part from time to time with one or more loans or facilities for which either the administrative agent is a commercial bank or a majority of the loan commitments are provided by one or more commercial banks.

“Custodian” means the Canadian Trustee, as custodian for the Depositary, with respect to the Debentures in global form, or any successor entity thereto.

“Current Market Price” means the VWAP for the 20 consecutive Trading Days ending on the fifth Trading Day preceding the applicable date.

“Date of Conversion” has the meaning ascribed thereto in Section 9.04(b).

“Debentures” means the debentures of the Company issued and certified hereunder, or deemed to be issued and certified hereunder, including any Additional Debentures, and for the time being outstanding, whether in definitive or interim form.

“Debentureholder” or “holder,” as applied to any Debenture, or other similar terms (but excluding the term “beneficial holder”), shall mean any person in whose name at the time a particular Debenture is registered on the Debenture Register.

“Debenture Liabilities” has the meaning ascribed thereto in Section 13.01.

“Debenture Register” has the meaning ascribed thereto in Section 3.01(a).

“Debenture Registrar” has the meaning ascribed thereto in Section 3.01(a).

“Depositary” means, with respect to the Debentures issuable or issued in the form of one or more Global Debentures or the Book Based Only Debentures, the person designated as depositary by the Company pursuant to this Supplemental Indenture, which, as of the date hereof, shall be CDS Clearing and Depository Services Inc. until a successor depositary shall have become such pursuant to the applicable provisions of this Supplemental Indenture, and thereafter “Depositary” shall mean each person who is then a depositary hereunder, and if at any time there is more than one such person, “Depositary” as used with respect to the Debentures shall mean each depositary with respect to the Global Debentures or the Book Based Only Debentures.

“Depositary Participant” means a broker, dealer, bank, other financial institution or other person for whom, from time to time, a Depositary effects book entry for a Global Debenture or a Book Based Only Debenture deposited with the Depositary.

“Distributed Securities” has the meaning ascribed thereto in Section 9.05(e).

“Effective Date” has the meaning ascribed thereto in Section 7.02(a).

5

“Event of Default” has the meaning ascribed thereto in Section 6.01 of the Original Indenture and in Section 5.01.

“Expiration Date” has the meaning ascribed thereto in Section 9.05(f).

“Expiration Time” has the meaning ascribed thereto in Section 9.05(f).

“Freely Tradeable” means, in respect of shares of capital of any class of any corporation, shares that: (i) are issuable without the necessity of filing a registration statement, a prospectus or any other similar offering document (other than such prospectus or similar offering document that has already been filed) under Canadian Securities Legislation or U.S. Securities Laws; and (ii) can be traded by the holder thereof without any restriction under Canadian Securities Legislation and U.S. Securities Laws, such as hold periods, except in the case of a transaction by a control person.

“Fully Registered Debentures” means Debentures registered in the Debenture Register as to both principal and interest.

“Global Debenture” means a Debenture in global form.

“Indenture” means the Original Indenture, as amended and supplemented by this Supplemental Indenture and, if further amended or supplemented as herein provided, as so amended or supplemented.

“interest” means, when used with reference to the Debentures, any interest payable under the terms of the Debentures, including (unless context otherwise requires) Defaulted Interest, if any.

“Interest Account” has the meaning ascribed thereto in Section 11.01(h).

“Interest Obligation” means the obligation of the Company to pay interest on the Debentures, as and when the same becomes due.

“Interest Payment Date” means each January 31 and July 31 of each year, beginning on July 31, 2021.

“Interest Record Date” with respect to any Interest Payment Date, shall mean the January 15 or July 15 (whether or not such day is a Business Day) immediately preceding the applicable January 31 or July 31 Interest Payment Date, respectively.

“Leasing Facilities” means all leasing arrangements for equipment or other fixed assets entered into by the Company or its Subsidiaries.

“Make-Whole Additional Shares” has the meaning ascribed thereto in Section 7.02(b).

“Make-Whole Premium” has the meaning ascribed thereto in Section 7.02.

“Maturity Date” means January 31, 2026

“Maturity Notice” shall be in the form set forth in Exhibit F.

“MI 62-104” means Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids.

6

“National Securities Exchange” means an exchange registered as a national securities exchange under Section 6(a) of the Exchange Act.

“Notice of Conversion” shall be in the form set forth in Exhibit B.

“Offer Price” has the meaning ascribed thereto in Section 7.01(a).

“Offeror’s Notice to Dissenting Debentureholders” has the meaning ascribed thereto in Section 12.03

“Original Indenture” has the meaning ascribed thereto in the recitals.

“Paying Agent” has the meaning ascribed thereto in Section 4.03.

“Prospectus” has the meaning ascribed thereto in Section 9.12.

“Purchased Common Shares” has the meaning ascribed thereto in Section 9.05(f).

“Redemption Date” has the meaning ascribed thereto in Section 10.03.

“Redemption Notice” has the meaning ascribed thereto in Section 10.03.

“Redemption Price” means, in respect of a Debenture, the principal amount thereof, plus accrued and unpaid interest up to, but excluding, the Redemption Date fixed for such Debenture, payable on the Redemption Date, which all or a portion of such amount may be payable by the issuance of Freely Tradeable Common Shares as provided for in Section 10.06.

“Senior Creditor” means a holder or holders of Senior Indebtedness and includes any representative or representatives, agent or agents or trustee or trustees of any such holder or holders.

“Senior Indebtedness” means all obligations, liabilities and indebtedness of the Company and its Subsidiaries which would, in accordance with GAAP, be classified upon a consolidated balance sheet of the Company as liabilities of the Company or its Subsidiaries and, whether or not so classified, shall include (without duplication): (a) indebtedness of the Company or its Subsidiaries for borrowed money, including the Credit Facility; (b) obligations of the Company or its Subsidiaries evidenced by bonds, debentures, notes or other similar instruments; (c) obligations of the Company or its Subsidiaries arising pursuant or in relation to bankers’ acceptances, letters of credit and letters of guarantee (including payment and reimbursement obligations in respect thereof) or indemnities issued in connection therewith; (d) obligations of the Company or its Subsidiaries under any swap, hedging or other similar contracts or arrangements; (e) obligations of the Company or its Subsidiaries under guarantees, indemnities, assurances, legally binding comfort letters or other contingent obligations relating to the Senior Indebtedness or other obligations of any other person which would otherwise constitute Senior Indebtedness within the meaning of this definition; (f) all indebtedness of the Company or its Subsidiaries representing the deferred purchase price of any property including, without limitation, purchase money mortgages; (g) all leases of any kind and for any purpose, including equipment leases and equipment leasing facilities, including the Leasing Facilities, (h) accounts payable to trade creditors; (i) all renewals, extensions and refinancing of any of the foregoing; and (j) all costs and expenses incurred by or on behalf of the holder of any Senior Indebtedness in enforcing payment or collection of any such Senior Indebtedness, including enforcing any security interest securing the same. “Senior Indebtedness” shall not include any indebtedness evidenced by the Debentures and all other existing and future indebtedness or other instruments which, by their terms create or evidence indebtedness, that would otherwise be Senior Indebtedness if it is expressly stated to be subordinate in right of payment to or rank pari passu with the Debentures.

7

“Senior Security” means all mortgages, liens, pledges, charges (whether fixed or floating), security interests or other encumbrances of any kind, contingent or absolute, held by or on behalf of any Senior Creditor and in any manner securing any Senior Indebtedness.

“Spinoff Securities” has the meaning ascribed thereto in Section 9.05(e).

“Spinoff Valuation Period” has the meaning ascribed thereto in Section 9.05(e).

“Time of Expiry” means the time of expiry of certain rights with respect to the conversion of the Debentures under Article IX and Section 2.01.

“Total Offer Price” has the meaning ascribed thereto in Section 7.01(a).

“Trading Day” means a day during which trading in the Common Shares generally occurs on the principal Canadian national or regional securities exchange or quotation system on which the Common Shares are listed for trading and during which there is no market disruption event; provided that if the Common Shares are not listed for trading on a Canadian national or regional securities exchange or quotation system, then it means a day during which trading in the Common Shares generally occurs on the principal National Securities Exchange on which the Common Shares are listed for trading, and otherwise, “Trading Day” will mean a Business Day.

“Trustees” means the Persons named as the “Canadian Trustee” and the “U.S. Trustee” in the first paragraph of this Supplemental Indenture until a successor Trustee, as applicable, shall have become such pursuant to the applicable provisions of this Supplemental Indenture, and thereafter “Trustees” shall mean or include each Person who is then a Trustee hereunder and “Trustee” shall mean any of the Trustees.

“Unclaimed Funds Return Date” has the meaning ascribed thereto in Section 7.01(g).

“U.S. Securities Laws” means applicable securities laws (including rules and regulations) in the United States and each of its states, districts and territories, including the U.S. Securities Act, the Exchange Act, and the Trust Indenture Act.

“Written Direction of the Company” means an instrument in writing signed by any one officer or director of the Company.

“VWAP” means the volume weighted average trading price of the Common Shares for the applicable period (which must be calculated utilizing days in which the Common Shares actually trade) on the Toronto Stock Exchange (or if the Common Shares are no longer traded on the Toronto Stock Exchange, on such other exchange as the Common Shares are then traded) or if no such prices are available for such applicable period, “VWAP” shall be the fair value per Common Share as reasonably determined by a nationally recognized independent investment banking firm retained for this purpose by the Company. “VWAP” shall be determined without regard to after-hours trading or any other trading outside of the regulation trading session trading hours.

8

ARTICLE II

ISSUE, DESCRIPTION, EXECUTION, REGISTRATION

AND EXCHANGE OF DEBENTURES

Section 2.01 Designation and Amount; General Terms; Ranking. The Debentures shall be designated as the “6.00% Convertible Unsecured Subordinated Debentures due 2026”. The aggregate principal amount of Debentures that may be authenticated and delivered under this Supplemental Indenture is initially limited to an aggregate issuance not to exceed $40,250,000, subject to Section 2.05 and except for Debentures authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of other Debentures pursuant to the terms of this Supplemental Indenture and Section 2.09 of the Original Indenture. The Debentures will be direct unsecured obligations of the Company. Each Debenture will rank pari passu with each other Debenture (regardless of their actual date or terms of issue) and, subject to statutory preferred exceptions, with all other present and future subordinated and unsecured indebtedness of the Company, other than Senior Indebtedness. The Debentures shall be issued in denominations of $1,000 and integral multiples of $1,000. The Debentures will be redeemable by the Company in accordance with the terms of Article X.

The Debentures will bear interest at a rate of 6.00% per annum (based on a year of 365 days) payable semi-annually in arrears on January 31 and July 31 in each year commencing on July 31, 2021 and continuing up to but excluding the Maturity Date. All Debentures issued hereunder, whether originally or upon exchange or in substitution for previously issued Debentures, shall bear interest (i) from and including their issue date, or (ii) from and including the last Interest Payment Date to which interest shall have been paid or made available for payment on the outstanding Debentures, whichever shall be the later, to and excluding the next Interest Payment Date. The first interest payment will represent accrued interest for the period from the Closing Date up to but excluding July 31, 2021, which will be equal to $30.74 for each $1,000 principal amount of the Debentures. Interest on the Debentures will be payable in lawful money of Canada.

Upon and subject to the provisions of Article XI, the Company may elect, from time to time, to satisfy its Interest Obligation on the Debentures on any payment date (including, for greater certainty, following conversion or upon maturity or redemption): (i) in cash; (ii) by delivering sufficient Common Shares to the Canadian Trustee for sale, to satisfy the Interest Obligation, in which event holders of the Debentures will be entitled to receive a cash payment equal to the interest payable from the proceeds of the sale of such Common Shares; or (iii) any combination of (i) and (ii) above.

Principal on the Debentures will be payable in lawful money of Canada or, at the option of the Company, subject to applicable regulatory approvals, and provided that no Event of Default has occurred and is continuing, subject to compliance with Section 11.02, by delivery of Freely Tradeable Common Shares pursuant to the Common Share Repayment Right to satisfy, in whole or in part, the Company’s obligation to repay principal and accrued interest, if any, under the Debentures. All payments made in respect of the Debentures will be made net of any applicable taxes or other required withholdings.

Upon and subject to the provisions and conditions of Article X and Section 3.08, the holder of each Debenture shall have the right at such holder’s option, prior to the close of business on the earlier of (i) the last Business Day immediately preceding the Maturity Date; or (ii) if the Debentures are called for redemption, on the last Business Day immediately preceding the Redemption Date (the earlier of which will be the “Time of Expiry” for the purposes of Article X in respect of the Debentures), to convert any part, being $1,000 or an integral multiple thereof, of the principal amount of a Debenture into Common Shares at the Conversion Price in effect on the Date of Conversion. To the extent a redemption is a redemption in part only of the Debentures, such right to convert, if not exercised prior to the applicable Time of Expiry, shall survive as to any Debentures not redeemed or converted and be applicable to the next succeeding Time of Expiry.

9

The Conversion Price in effect on the date hereof for each Common Share to be issued upon the conversion of Debentures is equal to $4.65 such that approximately 215.0538 Common Shares shall be issued for each $1,000 principal amount of Debentures so converted. No fractional Common Shares will be issued, and holders will receive a cash payment in satisfaction of any fractional interest in accordance with Article IX. The Conversion Price applicable to and the Common Shares, securities or other property receivable on the conversion of the Debentures is subject to adjustment pursuant to the provisions of Section 9.05 and in the circumstances in Section 7.02. The Conversion Price will not be adjusted for accrued interest.

Subject to Article IX, holders converting their Debentures will receive, in addition to the applicable number of Common Shares, accrued and unpaid interest in cash (less any taxes required to be deducted) in respect of the Debentures surrendered for conversion up to but excluding the Date of Conversion from, and including, the most recent Interest Payment Date in accordance with Section 9.04(e). Notwithstanding the foregoing, if Debentures are surrendered for conversion during the period from the close of business on any Interest Record Date to the opening of business on the next succeeding Interest Payment Date, the Debentureholder on the Interest Record Date will receive the full semi-annual interest payable on such Debentures on the corresponding Interest Payment Date.

On redemption of the Debentures, the Company may, at its option and subject to the provisions of Section 10.06, and subject to regulatory approval, elect to satisfy its obligation to pay all or a portion of the aggregate principal amount of the Debentures due on redemption, together with all accrued but unpaid interest thereon, by issuing and delivering to such Debentureholder’s Freely Tradeable Common Shares.

The Canadian Trustee is the “Appropriate Trustee” for the Debentures

The Debentures shall be initially issued as Book Based Only Debentures in accordance with Article III and shall be registered in the name of the Depositary which, as of the date hereof, shall be CDS Clearing and Depository Services Inc. (or any nominee of the Depositary). No beneficial holder will receive definitive certificates representing its interest in Debentures except as provided in Section 3.01(b). A Global Debenture or Book Based Only Debenture may be exchanged for Debentures in registered form that are not Global Debentures or Book Based Only Debentures, or transferred to and registered in the name of a person other than the Depositary for such Global Debentures or Book Based Only Debentures or a nominee thereof, as provided in Section 3.02.

Subject to Article XIII, payment of the Debentures is subordinate to the payment of Senior Indebtedness.

Further to Section 2.17(a)(i) of the Original Indenture, the Canadian Trustee shall promptly notify the Company and any exchange on which such Debentures are listed of any special record date with respect to Defaulted Interest and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the special record date therefor to be mailed, first class postage pre-paid, to each Holder thereof at its address as it appears in the Security Register, not less than 10 days prior to such special record date. The Company shall, on request of the Canadian Trustee, confirm the exchanges, if any, on which the Debentures are listed.

Section 2.02 Form of Debentures. The Debentures and the Canadian Trustee’s Certificate of Authentication to be borne by such Debentures shall be substantially in the respective forms set forth in Section 2.02 of the Original Indenture and in Exhibit A, which are incorporated in and made a part of this Supplemental Indenture.

10

Any of the Debentures may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Debentures may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Debentures are subject.

Any Global Debenture shall represent such principal amount of the outstanding Debentures as shall be specified therein and shall provide that it shall represent the aggregate principal amount of outstanding Debentures from time to time endorsed thereon and that the aggregate principal amount of outstanding Debentures represented thereby may from time to time be increased or reduced to reflect Additional Debentures repurchases, redemptions, conversions, transfers or exchanges permitted hereby. Any endorsement of the Global Debenture to reflect the amount of any increase or decrease in the amount of outstanding Debentures represented thereby shall be made by the Canadian Trustee or the Custodian, at the direction of the Canadian Trustee, in such manner and upon instructions given by the holder of such Debentures in accordance with this Supplemental Indenture. Payment of principal, accrued and unpaid interest and premium, if any (including any Redemption Price), on the Global Debenture shall be made to the holder of such Debenture on the date of payment, unless a record date or other means of determining holders eligible to receive payment is provided for herein.

Section 2.03 Date and Denomination of Debentures; Payments. The Debentures shall be issuable in registered form without coupons in denominations of $1,000 principal amount and integral multiples thereof. Each Debenture shall be dated the date of its authentication and shall bear interest from the date specified on the face of the Debenture.

The Person in whose name any Debenture (or its predecessor security) is registered on the Debenture Register at the close of business on any Interest Record Date with respect to any Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment Date. Interest shall be payable at the office or agency of the Company maintained by the Company for such purposes in Canada, which shall initially be the office of the Paying Agent. The Company shall pay interest (a) on any Debentures in certificated form by cheque mailed three days prior to the applicable Interest Payment Date to the address of the Person entitled thereto as it appears in the Debenture Register (or upon written application by such Person to the Canadian Trustee and Paying Agent (if different from the Canadian Trustee) not later than the relevant Interest Record Date, by wire transfer in immediately available funds to such Person’s account within Canada or the United States, if such Person is entitled to interest on an aggregate principal in excess of $1,000,000, which application shall remain in effect until the Debentureholder notifies the Canadian Trustee and Paying Agent to the contrary) or (b) on any Global Debenture by wire transfer of immediately available funds to the account of the applicable Depositary or its nominee.

Section 2.04 CUSIP Numbers. The Company in issuing the Debentures may use “CUSIP” numbers (if then generally in use), and, if so, the Canadian Trustee shall use “CUSIP” numbers in all notices issued to Debentureholders as a convenience to holders of the Debentures; provided, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Debentures or on such notice and that reliance may be placed only on the other identification numbers printed on the Debentures. The Company will promptly notify the Canadian Trustee in writing of any change in the “CUSIP” numbers.

11

Section 2.05 Additional Debentures; Repurchases. The Company may, without the consent of the Debentureholders and notwithstanding Section 2.01, reopen this Supplemental Indenture and issue Additional Debentures hereunder with the same terms and with the same CUSIP number as the Debentures initially issued hereunder in an unlimited aggregate principal amount, which will form the same series with the Debentures initially issued hereunder; provided that no such Additional Debentures will be treated as part of the same series as the Debentures unless such Additional Debentures are fungible with the Debentures initially issued hereunder for U.S. federal income tax purposes and U.S. Securities Laws. Prior to the issuance of any such Additional Debentures, the Company shall deliver to the Trustees a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 13.05 of the Original Indenture, as the Trustees shall reasonably request.

Section 2.06 Purchase of Debentures by the Company. The Company may, to the extent permitted by law (including the requirements of Canadian Securities Legislation and U.S. Securities Laws), and directly or indirectly (regardless of whether such Debentures are surrendered to the Company), and provided it is not at the time in Default under the Indenture at any time and from time to time repurchase Debentures in the open market (which shall include purchases from or through an investment dealer or a firm holding membership on a recognized stock exchange) or otherwise, whether by the Company or its Subsidiaries or through a privately negotiated transaction or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case at any price and without prior notice to Debentureholders. All Debentures so purchased will be delivered to the Canadian Trustee and shall be cancelled and no Debentures shall be issued in substitution therefor.

If, upon an invitation for tenders, more Debentures are tendered at the same lowest price that the Company is prepared to accept, the Debentures to be purchased by the Company shall be selected by the Canadian Trustee on a pro rata basis or in such other manner consented to by the Toronto Stock Exchange or such other exchange on which the Debentures are then listed which the Canadian Trustee considers appropriate, from the Debentures tendered by each tendering Debentureholder who tendered at such lowest price. For this purpose the Canadian Trustee may make, and from time to time amend, regulations with respect to the manner in which Debentures may be so selected, and regulations so made shall be valid and binding upon all Debentureholders, notwithstanding the fact that as a result thereof one or more of such Debentures become subject to purchase in part only. The holder of a Debenture of which a part only is purchased, upon surrender of such Debenture for payment, shall be entitled to receive, without expense to such holder, one or more new Debentures for the unpurchased part so surrendered, and the Canadian Trustee shall certify and deliver such new Debenture or Debentures upon receipt of the Debenture so surrendered or, with respect to a Global Debenture, the Depositary shall make notations on the Global Debenture of the principal amount thereof so purchased.

Section 2.07 Deposit of Monies or Common Shares on Maturity. Repayment of Debentures shall be provided for by the Company depositing with the Canadian Trustee or any paying agent to the order of the Canadian Trustee in accordance with Section 7.17 of the Original Indenture, and on or before 11:00 a.m. (Calgary time) on the Business Day immediately prior to the Maturity Date, such sums of money, or Common Shares, or both as the case may be, as may be sufficient to pay the principal and any accrued interest on the Maturity Date, provided the Company may elect to satisfy this requirement by providing the Canadian Trustee with a certified cheque or wire transfer for such amounts post-dated to the Maturity Date. The Company shall also deposit with the Canadian Trustee a sum of money sufficient to pay any charges or expenses which may be incurred by the Canadian Trustee in connection with such payment. Every such deposit shall be irrevocable. From the sums so deposited, or Common Shares so deposited, or both, the Canadian Trustee shall pay or cause to be paid, or issue or cause to be issued, to the holders of such Debentures, upon surrender of such Debentures, the principal and interest (if any) to which they are respectively entitled on maturity.

12

Section 2.08 Withdrawals. A Debentureholder may withdraw any Notice of Conversion or acceptance of a Change of Control Purchase Offer by delivering to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company in the Notice of Conversion, a written notice of withdrawal prior to the close of business on the Business Day immediately prior to the Conversion Date or the Change of Control Purchase Date. If such Debentures are held in book-entry form through the Depositary, any notice of withdrawal shall comply with applicable procedures of the Depositary.

ARTICLE III

REGISTRATION, TRANSFER, EXCHANGE AND OWNERSHIP

Section 3.01 Fully Registered Debentures.

(a) The Debentures are issuable as Fully Registered Debentures. The Company shall cause to be kept at the corporate trust office of the Canadian Trustee a register (the register maintained in such office or in any other office or agency of the Company designated pursuant to Section 4.03 being herein sometimes collectively referred to as the “Debenture Register,” which Debenture Register shall constitute a Debt Security Register (as such term is defined in the Original Indenture) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Debentures and of transfers of Debentures. Such register shall be in written form or in any form capable of being converted into written form within a reasonable period of time. The Canadian Trustee is hereby appointed a “Debenture Registrar” and shall constitute a Registrar (as such term is defined in the Original Indenture) for the purpose of registering Debentures and transfers of Debentures as herein provided. The Company may appoint one or more co-registrars in accordance with Section 4.03.

(b) No transfer of a Fully Registered Debenture shall be valid unless made on such Debenture Register by the registered holder or such holder’s executors, administrators or other legal representatives or an attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Canadian Trustee or other registrar upon surrender of the Debentures together with a duly executed form of transfer acceptable to the Canadian Trustee and upon compliance with such other reasonable requirements as the Canadian Trustee or other registrar may prescribe, or unless the name of the transferee shall have been noted on the Debenture by the Canadian Trustee or other registrar. The Debenture Register shall be maintained at all times in order to ensure that the Debentures are in registered form for purposes of Section 163(f) of the Internal Revenue Code of 1986.

Section 3.02 Global Debentures or Book Based Only Debentures.

(a) Debentures shall initially be represented as Book Based Only Debentures registered in the name of a Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Debenture or Book Based Only Debenture that does not involve the issuance of a definitive Debenture, shall be effected through the Depositary (but not the Canadian Trustee or the Custodian) in accordance with this Supplemental Indenture and the procedures of the Depositary therefor. The Company shall cause to be kept by and at the principal offices of the Canadian Trustee in Calgary, Alberta and Toronto, Ontario or such other registrar as the Company, with the approval of the Canadian Trustee, may appoint at such other place or places, if any, as the Company may designate with the approval of the Canadian Trustee, a register in which shall be entered the name and address of the holder of each such Global Debenture or Book Based Only Debenture (being the Depositary, or its nominee, for such Global Debenture or Book Based Only Debenture) as holder thereof and particulars of the Global Debenture or Book Based Only Debenture held by it, and of all transfers thereof. If any Debentures are at any time not Global Debentures or Book Based Only Debentures, the provisions of Section 3.01 shall govern with respect to registrations and transfers of such Debentures.

13

(b) Notwithstanding any other provision of this Supplemental Indenture, a Global Debenture or Book Based Only Debenture 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 Canadian Trustee, a resolution of the Board of Directors, Officers’ Certificate or supplemental indenture relating to any Additional Debentures:

(i) Global Debentures or Book Based Only Debentures may be transferred by a Depositary to a nominee of such Depositary or by a nominee of a Depositary to such Depositary or to another nominee of such Depositary or by a Depositary or its nominee to a successor Depositary or its nominee;

(ii) Global Debentures or Book Based Only Debentures may be transferred at any time after the Depositary for such Global Debentures or Book Based Only Debentures (i) has notified the Canadian Trustee, or the Company has notified the Canadian Trustee, that it is unwilling or unable to continue as Depositary for such Global Debentures or Book Based Only Debentures, or (ii) ceases to be eligible to be a Depositary, provided that at the time of such transfer the Company has not appointed a successor Depositary for such Global Debentures or Book Based Only Debentures;

(iii) Global Debentures or Book Based Only Debentures may be transferred at any time after the Company has determined, in its sole discretion, to terminate the book-entry only registration system or book based entry, as the case may be, in respect of such Global Debentures or Book Based Only Debentures and has communicated such determination to the Canadian Trustee in writing;

(iv) Global Debentures or Book Based Only Debentures may be transferred at any time after the Canadian Trustee has determined that an Event of Default has occurred and is continuing with respect to the Debentures issued as a Global Debenture or Book Based Only Debenture, provided that Beneficial Holders representing, in the aggregate, not less than 25% of the aggregate principal amount of the Debentures advise the Depositary in writing, through the Depositary Participants, that the continuation of the book-entry only registration system or book based entry, as applicable, for the Debentures is no longer in their best interest and also provided that at the time of such transfer the Canadian Trustee has not waived the Event of Default pursuant to Section 6.01 of the Original Indenture;

(v) Global Debentures or Book Based Only Debentures may be transferred and definitive certificate(s) may be issued to Beneficial Holders if required by applicable law;

(vi) Global Debentures or Book Based Only Debentures may be transferred if the book-entry only registration system or book based entry, as applicable, ceases to exist; and

(vii) Global Debentures or Book Based Only Debentures may be transferred and definitive certificate(s) may be issued to Beneficial Holders if requested, in writing, by a Beneficial Holder through the Depositary Participant through whom the beneficial interest in the Debentures are held at the time of the request and in accordance with the agreements and policies between the Depositary and Depositary Participants.

14

(c) With respect to the Global Debentures or Book Based Only Debentures, unless and until definitive certificates have been issued to Beneficial Holders pursuant to Section 3.02(b):

(i) the Company and the Canadian Trustee may deal with the applicable Depositary for all purposes (including paying interest on the Debentures) as the sole holder of the Debentures and the authorized representative of the Beneficial Holders;

(ii) the rights of the Beneficial Holders shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Holders and the Depositary or the Depositary Participants;

(iii) the Depositary will make book-entry or book based, as applicable, transfers among the Depositary Participants; and

(iv) whenever this Supplemental Indenture requires or permits actions to be taken based upon instruction or directions of Debentureholders evidencing a specified percentage of the outstanding Debentures, the Depositary 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 or the Depositary Participant, and has delivered such instructions to the Canadian Trustee.

(d) Whenever a notice or other communication is required to be provided to Debentureholders, unless and until definitive certificate(s) have been issued to Beneficial Holders pursuant to this Section 3.02, the Canadian Trustee shall provide all such notices and communications to the Depositary and the Depositary shall deliver such notices and communications to such Beneficial Holders in accordance with Canadian Securities Legislation and U.S. Securities Laws. Upon the termination of the book-entry only registration system or book based entry, as applicable, on the occurrence of one of the conditions specified in Section 3.02(b) with respect to the Debentures issued hereunder, the Canadian Trustee shall notify all applicable Depositary Participants and Beneficial Holders, through the Depositary, of the availability of definitive Debenture certificates. Upon surrender by the Depositary of the certificate(s) representing the Global Debentures and receipt of new registration instructions from the Depositary, the Canadian Trustee shall deliver the definitive Debenture certificates for such Debentures to the holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Debentures will be governed by Section 3.01 and the remaining Sections of this Article III.

(e) In the establishment and maintenance of a Book Based Only Debenture issue, the Canadian Trustee shall maintain such a record on its Debenture Register in book based form only. Transfers of Debentures appearing on the register of the Depository shall otherwise occur as provided for in this Supplemental Indenture. The parties hereto further recognize that, notwithstanding the issuance of Book Based Only Debentures, conversions of Debentures shall occur as contemplated by the terms of this Supplemental Indenture but the Canadian Trustee is permitted to employ whatever reasonable means it may from time to time require in order to guarantee the unhindered (but subject to the terms and conditions hereof) conversion of such Debentures appearing on the register for Debentures in book based only form by making whatever arrangements are deemed necessary by it with the Depository.

(f) At such time as all interests in a Global Debenture or Book Based Only Debenture have been converted, canceled, redeemed, repurchased or transferred, such Global Debenture or Book Based Only Debenture shall be, upon receipt thereof, canceled by the Canadian Trustee in accordance with standing procedures and instructions existing between the Depositary and the Custodian. At any time prior to such cancellation, if any interest in a Global Debenture or Book Based Only Debenture is exchanged for definitive Debentures, converted, canceled, repurchased or transferred to a transferee who receives definitive Debentures therefor or any definitive Debenture is exchanged or transferred for part of such Global Debenture or Book Based Only Debenture, the principal amount of such Global Debenture or Book Based Only Debenture shall, in accordance with the standing procedures and instructions existing between the Depositary and the Custodian, be appropriately reduced or increased, as the case may be, and an endorsement shall be made on such Global Debenture or Book Based Only Debenture, by the Canadian Trustee or the Custodian, at the direction of the Canadian Trustee, to reflect such reduction or increase.

15

Section 3.03 Transferee Entitled to Registration. The transferee of a Debenture shall be entitled, after the appropriate form of transfer is lodged with the Canadian Trustee or other registrar and upon compliance with all other conditions required by this Supplemental Indenture or by law, to be entered on the register as the owner of such Debenture free from all equities or rights of set-off or counterclaim between the Company and the transferor or any previous holder of such Debenture, save in respect of equities of which the Company is required to take notice by statute or by order of a court of competent jurisdiction.

Section 3.04 Exchange and Registration of Transfer of Debentures; Depositary. Debentures may be exchanged for other Debentures of any authorized denominations and of a like aggregate principal amount, upon surrender of the Debentures to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.03. Whenever any Debentures are so surrendered for exchange, the Company shall execute, and the Canadian Trustee shall authenticate and deliver, the Debentures that the Debentureholder making the exchange is entitled to receive, bearing registration numbers not contemporaneously outstanding.

None of the Company, the Canadian Trustee, the Debenture Registrar or any co-registrar shall be required to exchange or register a transfer of (i) any Debentures surrendered for conversion or, if a portion of any Debenture is surrendered for conversion, such portion thereof surrendered for conversion or (ii) any Debentures, or a portion of any Debenture, surrendered for redemption (and not withdrawn) in accordance with Article X hereof.

All Debentures issued upon any registration of transfer or exchange of Debentures in accordance with this Supplemental Indenture shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture as the Debentures surrendered upon such registration of transfer or exchange.

The Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints CDS Clearing and Depository Services Inc. to act as Depositary with respect to the Book Based Only Debentures and any Global Debenture. Initially, Book Based Only Debentures shall be issued to the Depositary, registered in the names of CDS & Co., as the nominee of the Depositary, and deposited with the Canadian Trustee as Custodian for the Depositary.

If (i) a Depositary notifies the Company at any time that the Depositary is unwilling or unable to continue as depositary for the Global Debentures or Book Based Only Debentures and a successor depositary is not appointed within 90 calendar days, (ii) a Depositary ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 calendar days or (iii) an Event of Default in respect of the Debentures has occurred and is continuing, and any Debentureholder has requested that the Debentures be issued in definitive form in exchange for a Global Debenture or Book Based Only Debenture, the Company will execute, and the Canadian Trustee, upon receipt of an Officers’ Certificate and a Company Order for the authentication and delivery of Debentures, will authenticate and deliver Debentures in definitive form to each person that the applicable Depositary identifies as a beneficial owner of the related Debentures (or a portion thereof) in an aggregate principal amount equal to the principal amount of such Global Debenture or Book Based Only Debenture, in exchange for such Global Debenture or Book Based Only Debenture, and upon delivery of any Global Debenture to the Canadian Trustee such Global Debenture shall be canceled.

16

None of the Company, the Canadian Trustee, nor any agent of the Company or the Canadian Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Debenture or Book Based Only Debenture or maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Section 3.05 No Notice of Trusts. None of the Company, the Canadian Trustee or any registrar shall be bound to take notice of or see to the execution of any trust (other than that created by this Supplemental Indenture) whether express, implied or constructive, in respect of any Debenture, and may transfer the same on the direction of the person registered as the holder thereof, whether named as trustee or otherwise, as though that person were the beneficial owner thereof.

Section 3.06 Registers Open for Inspection. The registers referred to in Section 3.01 shall at all reasonable times be open for inspection by the Company, the Canadian Trustee or any Debentureholder. Every registrar, including the Canadian Trustee, shall from time to time when requested so to do by the Company or by a Trustee, in writing, furnish the Company or the Canadian Trustee, as the case may be, with a list of names and addresses of holders of registered Debentures entered on the register kept by them and showing the principal amount and serial numbers of the Debentures held by each such holder, provided the Canadian Trustee shall be entitled to charge a reasonable fee to provide such a list.

Section 3.07 Exchanges of Debentures.

(a) Subject to Section 3.08, Debentures in any authorized form or denomination, other than Global Debentures, may be exchanged for Debentures in any other authorized form or denomination, of the same series and date of maturity, bearing the same interest rate and of the same aggregate principal amount as the Debentures so exchanged.

(b) In respect of exchanges of Debentures permitted by Section 3.07(a), the Debentures may be exchanged only at the principal offices of the Canadian Trustee in the cities of Calgary, Alberta and Toronto, Ontario, and at such other place or places as may from time to time be designated by the Company with the approval of the Canadian Trustee. Any Debentures tendered for exchange shall be surrendered to the Canadian Trustee. The Company shall execute and the Canadian Trustee shall certify all Debentures necessary to carry out exchanges as aforesaid. All Debentures surrendered for exchange shall be cancelled.

(c) Debentures issued in exchange for Debentures 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.

Section 3.08 Closing of Registers.

(a) Neither the Company nor any Trustee nor any registrar shall be required to:

(i) make transfers or exchanges or convert any Fully Registered Debentures on any Interest Payment Date for such Debentures or during the period beginning on the Interest Record Date and ending on the Interest Payment Date;

17

(ii) make transfers or exchanges of, or convert any Debentures on the day of any selection by the Canadian Trustee of Debentures to be redeemed or during the five preceding Business Days; or

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

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

Section 3.09 Charges for Registration, Transfer and Exchange. For each Debenture exchanged, registered, transferred or discharged from registration, the Canadian Trustee or other registrar, except as otherwise herein provided, may make a reasonable charge for its services and in addition may charge a reasonable sum for each new Debenture issued (such amounts to be agreed upon from time to time by the Canadian Trustee and the Company), and payment of such charges and reimbursement of the Canadian Trustee or other registrar for any stamp taxes or governmental or other charges required to be paid shall be made by the party requesting such exchange, registration, transfer or discharge from registration as a condition precedent thereto. Notwithstanding the foregoing provisions, no charge shall be made to a Debentureholder hereunder:

(a) for any exchange, registration, transfer or discharge from registration of any Debenture applied for within a period of two months from the date of the first delivery of Debentures or, with respect to Additional Debentures, within a period of two months from the date of delivery of any such Additional Debentures;

(b) for any exchange of any interim or temporary Debenture or interim certificate that has been issued for a definitive Debenture;

(c) for any exchange of a Global Debenture or Book Based Only Debenture as contemplated in Section 3.02;

(d) for any exchange of any Debenture resulting from a partial redemption under Section 10.02; or

(e) for any exchange of any Debenture resulting from a conversion under Article IX.

Section 3.10 Ownership of Debentures.

(a) Unless otherwise required by law, the person in whose name any registered Debenture is registered shall for all the purposes of this Supplemental 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 Debenture and interest thereon shall be made to such registered holder.

18

(b) The registered holder for the time being of any registered Debenture shall be entitled to the principal, premium, if any, and/or interest evidenced by such instruments, respectively, free from all equities or rights of set-off or counterclaim between the Company 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 Canadian Trustee, any registrar and to the Company for the same and none shall be bound to inquire into the title of any such registered holder.

(c) Where Debentures 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 therefor shall be a valid discharge, to the Canadian Trustee, any registrar and to the Company.

(d) In the case of the death of one or more joint holders of any Debenture 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 Canadian Trustee and any registrar and to the Company.

Section 3.11 References to Debentures. Any reference in this Supplemental Indenture (excluding this Article III) to “Global Debentures”, “Book Based Only Debentures”, “Fully Registered Debentures”, debentures which are “certificated” or “certificates” in respect of the Debentures shall in all cases be deemed to be a reference to the applicable type(s) of Debentures which are issued and outstanding, from time to time, as applicable, pursuant to this Article III, notwithstanding the reference to another form of Debenture.

ARTICLE IV

PARTICULAR COVENANTS OF THE COMPANY

In addition to those covenants set forth in Article IV of the Original Indenture, the Company makes the following covenants and agreements for the benefit of the Debentureholders:

Section 4.01 Restrictions of Share Redemption Right and Share Repayment Right. The Company shall not, directly or indirectly (through a Subsidiary or otherwise) undertake or announce any rights offering, issuance of securities, subdivision of the Common Shares, dividend or other distribution on the Common Shares or any other securities, capital reorganization, reclassification or any similar type of transaction in which: (i) the number of securities to be issued, (ii) the price at which the securities are to be issued, converted or exchanged, or (iii) any property or cash that is to be distributed or allocated, is in whole or in part based upon, determined in reference to, related to or a function of, directly or indirectly: (A) the exercise or potential exercise of the right to issue Common Shares on redemption or maturity of the Debentures; or (B) the Current Market Price determined in connection with the exercise or potential exercise of the Company’s right to issue Common Shares on redemption or maturity of the Debentures.

Section 4.02 Payment of Principal, Premium and Interest. The Company covenants and agrees that it will cause to be paid the principal of and premium, if any (including the Redemption Price), and accrued and unpaid interest on each of the Debentures at the places, at the respective times and in the manner provided herein and in the Debentures. Each installment of interest on the Debentures, may be paid by mailing cheques for the amount payable to Debentureholders entitled thereto as they shall appear on the registry books of the Company; provided that, with respect to any Debentureholder with an aggregate principal amount in excess of $1,000,000, at the application of such holder in writing to the Canadian Trustee and Paying Agent (if different from the Canadian Trustee) not later than 15 days prior to the relevant Interest Record Date, interest on such holder’s Debentures shall be paid by wire transfer in immediately available funds to such holder’s account in the United States, which application shall remain in effect until the Debentureholder notifies the Canadian Trustee and Paying Agent to the contrary; provided further that payment of interest made to the Depositary shall be paid by wire transfer in immediately available funds in accordance with such wire transfer instructions and other procedures provided by the Depositary from time to time.

19

Section 4.03 Maintenance of Office or Agency. The Company will maintain in Canada, an office or agency where the Debentures may be surrendered for registration of transfer or exchange or for presentation for payment, repurchase or redemption (“Paying Agent”) or for conversion (“Conversion Agent”) and where notices and demands to or upon the Company in respect of the Debentures and the Indenture may be served. The Company will give prompt written notice to the Canadian Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Canadian Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office or the office or agency of the Canadian Trustee, and the Company hereby appoints the Canadian Trustee as its agent to receive all presentations, surrenders, notices and demands.

The Company may also from time to time designate as co-registrars one or more other offices or agencies where the Debentures may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the United States, for such purposes. The Company will give prompt written notice to the Canadian Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The terms “Paying Agent” and “Conversion Agent” include any such additional or other offices or agencies, as applicable.

The Company hereby initially designates the Canadian Trustee as Paying Agent, Debenture Registrar, Custodian, bid solicitation agent under Article XI, and Conversion Agent and the corporate trust office and the office or agency of the Canadian Trustee each shall be considered as one such office or agency of the Company for each of the aforesaid purposes.

Section 4.04 Stay, Extension and Usury Laws. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law that would prohibit or forgive the Company from paying all or any portion of the principal of or interest on the Debentures as contemplated herein, wherever enacted, now or at any time hereafter in force, or that may affect the covenants or the performance of the Indenture; and the Company (to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustees, but will suffer and permit the execution of every such power as though no such law had been enacted.

Section 4.05 Compliance Certificate; Statements as to Default. The Company shall deliver to the Trustees an Officer’s Certificate in compliance with Section 4.05 of the Original Indenture.

In addition, the Company shall deliver to the Trustees, as soon as practicable, after the Company becomes aware of the occurrence of any Event of Default or Default that is continuing, an Officer’s Certificate setting forth the details of such Event of Default or Default, its status and the action that the Company proposes to take with respect thereto.

Section 4.06 Intentionally Omitted.

20

Section 4.07 Maintain Listing. The Company will use reasonable commercial efforts to maintain the listing of the Common Shares and the Debentures on the Toronto Stock Exchange, and to maintain the Company’s status as a “reporting issuer” not in default of the requirements of the Canadian Securities Legislation; provided that the foregoing covenant shall not prevent or restrict the Company from carrying out a transaction to which Article XII applies if carried out in compliance with Article XII even if as a result of such transaction the Company ceases to be a “reporting issuer” in all or any of the provinces of Canada or the Common Shares or Debentures cease to be listed on the Toronto Stock Exchange or any other stock exchange.

Section 4.08 Further Instruments and Acts. Upon request of any of the Trustees, the Company will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purposes of this Supplemental Indenture.

Section 4.09 Performance of Covenants by Trustees. If the Company shall fail to perform any of its covenants contained in this Supplemental Indenture, the Trustees may notify the Debentureholders of such failure on the part of the Company or may itself perform any of the covenants capable of being performed by it, but shall be under no obligation to do so or to notify the Debentureholders. All sums so expended or advanced by the Trustees shall be repayable as provided in Section 7.06 of the Original Indenture. No such performance, expenditure or advance by the Trustees shall be deemed to relieve the Company of any default hereunder.

Section 4.10 Issuance of Common Shares. The Company covenants that all Common Shares issued upon conversion or redemption of Debentures will be fully paid and non-assessable by the Company and free from all taxes, liens and charges with respect to the issue thereof.

Section 4.11 Registration of Common Shares. The Company covenants that, if any Common Shares to be provided for the purpose of conversion of Debentures hereunder require registration with or approval of any governmental authority under any federal, provincial or state law before such shares may be validly issued upon conversion, the Company shall, to the extent then permitted by the rules and interpretations of the Canadian Securities Authorities or the SEC, secure such registration or approval, as the case may be.

Section 4.12 Compliance with Exchange Rules. The Company further covenants that it shall, if permitted and required by the rules of the Toronto Stock Exchange, list and keep listed, so long as the Common Shares shall be so listed on such exchange, any Common Shares issuable upon conversion or redemption of the Debentures.

ARTICLE V

DEFAULTS AND REMEDIES

Section 5.01 Additional Events of Default; Modifications. In addition to those Events of Default set forth in Section 6.01 of the Original Indenture, the following events shall be Events of Default with respect to the Debentures:

(a) default in the delivery, when due, of any Common Shares or other consideration, including any Make-Whole Premium, payable on conversion with respect to the Debentures, which default continues for 15 days;

(b) failure by the Company to issue a Change of Control Notice when such notice becomes due in accordance with Section 7.01(a);

(c) failure by the Company to comply with its obligations to redeem or repurchase the Debentures as required under Article VII, Article X or Article XII or on any other repurchase date; or

21

(d) failure by the Company to comply with its obligations to redeem the Debentures under Article X after the Company issues a notice of redemption in accordance with Section 3.04 of the Original Indenture.

ARTICLE VI

MEETINGS OF DEBENTUREHOLDERS

Section 6.01 Debentureholders Meeting. Every meeting of Debentureholders shall be held in the City of Calgary or at such other place as may be approved or determined by the Canadian Trustee.

Section 6.02 Powers Exercisable by Resolution. In addition to the powers conferred upon them by any other provisions of the Original Indenture or this Supplemental Indenture or by law, but subject to any different vote required by the Trust Indenture Act, this Article VI and Section 10.02 of the Original Indenture, a meeting of the Debentureholders shall have the following powers exercisable from time to time by a resolution of:

(a) 66²/₃% of the Debentureholders present in person or by proxy at the meeting, subject to Section 9.04 of the Original Indenture in respect to a quorum of such meeting, subject in the case of the matters in paragraphs (i), (ii) and (iii) to receipt of the prior approval of the Toronto Stock Exchange or such other exchange on which the Debentures are then listed:

(i) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustees against the Company, or against its property, whether such rights arise under this Indenture or the Debentures or otherwise;

(ii) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Company and to authorize the Trustees to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission;

(iii) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Company or for the consolidation, amalgamation, arrangement, combination or merger of the Company 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 Company or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.01 of the Original Indenture shall have been complied with;

(iv) power to direct or authorize the Trustees to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such resolution or to refrain from exercising any such power, right, remedy or authority;

(v) 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 Company;

22

(vi) 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 Trustees to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by 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 Debentureholders. 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 Debentureholders. 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;

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

(viii) power to amend, alter or repeal any resolution previously passed or sanctioned by the Debentureholders under this Section 6.02(a) or Article IX of the Original Indenture; and

(b) in respect to all other matters not set forth in Section 6.02(a) above, the Trust Indenture Act, this Article VI or Section 10.02 of the Original Indenture, a majority of the Debentureholders present in person or by proxy at the meeting, subject to Section 9.04 of the Original Indenture in respect to a quorum of such meeting.

Section 6.03 Powers Cumulative. Any one or more of the powers in this Indenture stated to be exercisable by the Debentureholders by resolution or otherwise may be exercised from time to time and the exercise of any one or more of such powers from time to time shall not be deemed to exhaust the rights of the Debentureholders to exercise the same or any other such power or powers thereafter from time to time.

Section 6.04 Instruments in Writing. All actions which may be taken and all powers that may be exercised by the Debentureholders at a meeting held as hereinbefore in this Article provided may also be taken and exercised by the holders of the applicable principal amount of all the outstanding Debentures, by an instrument in writing signed in one or more counterparts and “resolution” in this Indenture shall include an instrument so signed.

Section 6.05 Binding Effect of Resolution. Every resolution passed in accordance with the provisions of this Article at a meeting of Debentureholders shall be binding upon all the Debentureholders (including for certainty all beneficial holders), whether present at or absent from such meeting, and every instrument in writing signed by the Debentureholders (including for certainty all beneficial holders) in accordance with Section 6.04 shall be binding upon all the Debentureholders (including for certainty all beneficial holders), whether signatories thereto or not, and each and every holder and the Trustees (subject to the provisions for its indemnity herein contained) shall be bound to give effect accordingly to every such resolution and instrument in writing.

23

Section 6.06 Evidence of Rights Of Debentureholders.

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

(b) The Trustees may, in their discretion, require proof of execution in cases where it deems proof desirable and may accept such proof as it shall consider proper.

ARTICLE VII

CHANGE OF CONTROL

Section 7.01 Change of Control Obligations. Within 30 days following the occurrence of a Change of Control, and subject to the provisions and conditions of this Section 7.01, the Company shall be obligated to make a cash offer to purchase all of the Debentures then outstanding. The terms and conditions of such obligation are set forth below:

(a) Within 30 days following the occurrence of a Change of Control, the Company shall deliver to the Canadian Trustee, and the Canadian Trustee shall promptly deliver to the holders of the Debentures, a notice 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 (a “Change of Control Notice”) together with an offer in writing (the “Change of Control Purchase Offer”) to purchase for cash, on the Change of Control Purchase Date, all (or any portion actually tendered pursuant to such offer) of the Debentures then outstanding from the holders thereof made in accordance with the requirements of Canadian Securities Legislation and U.S. Securities Laws at a price per Debenture equal to 101% of the principal amount thereof (the “Offer Price”) plus, subject to the following proviso, accrued and unpaid interest on such Debentures up to, but excluding, the Change of Control Purchase Date (collectively, the “Total Offer Price”); provided that if such Change of Control Purchase Date is after a record date for the payment of interest on the Debentures but on or prior to an Interest Payment Date, then the interest payable on such date will be paid to the holder of record of the Debentures on the relevant record date in respect to such Interest Payment Date. The “Change of Control Purchase Date” shall be the date that is 30 days after the date that the Change of Control Notice and Change of Control Purchase Offer are sent to the Debentureholders.

(b) If 90% or more in aggregate principal amount of Debentures outstanding (other than Debentures held by or on behalf of the Offeror or Associates or Affiliates of the Offeror as such terms are defined in Section 12.01) on the date the Company provides the Change of Control Notice and the Change of Control Purchase Offer to holders of the Debentures have been tendered for purchase pursuant to the Change of Control Purchase Offer on the expiration thereof, the Company has the right upon written notice provided to the Canadian Trustee within 10 days following the expiration of the Change of Control Purchase Offer, to redeem all (but not less than all) of the Debentures remaining outstanding on the expiration of the Change of Control Purchase Offer at the Total Offer Price in cash as at the Change of Control Purchase Date (the “90% Redemption Right”).

(c) Upon receipt of notice that the Company has exercised or is exercising the 90% Redemption Right and is acquiring the remaining Debentures, the Canadian Trustee shall promptly provide written notice to each Debentureholder that did not previously accept the Change of Control Purchase Offer that:

(i) the Company has exercised the 90% Redemption Right and is purchasing all outstanding Debentures for cash effective on the expiry of the Change of Control Purchase Offer at the Total Offer Price, and shall include a calculation of the amount payable to such holder as payment of the Total Offer Price as at the Change of Control Purchase Date;

24

(ii) each such holder must transfer its Debentures to the Canadian Trustee on the same terms as those holders that accepted the Change of Control Purchase Offer and must send its respective Debentures, duly endorsed for transfer, to the Canadian Trustee within 10 days after the sending of such notice; and

(iii) the rights of such holder under the terms of the Debentures and this Supplemental Indenture cease to have any effect as of the date of expiry of the Change of Control Purchase Offer provided the Company has, on or before the time of notifying the Canadian Trustee of the exercise of the 90% Redemption Right, paid the Total Offer Price to, or to the order of, the Canadian Trustee and thereafter the Debentures shall not be considered to be outstanding and the holder shall not have any right except to receive such holder’s Total Offer Price upon surrender and delivery of such holder’s Debentures in accordance with the Indenture.

(d) The Company shall, on or before 11:00 a.m., Calgary Time, on the Business Day immediately prior to each of the Change of Control Purchase Date and the date of exercise of the 90% Redemption Right, as applicable, deposit with the Canadian Trustee or any paying agent to the order of the Canadian Trustee, such sums of money as may be sufficient to pay the Total Offer Price of the Debentures to be purchased or redeemed by the Company on the Change of Control Purchase Date or on the date of exercise of the 90% Redemption Right, as applicable, (less, in each case, any tax required by law to be deducted in respect of accrued and unpaid interest), provided the Company may elect to satisfy this requirement by providing the Canadian Trustee with a certified cheque or wire transfer for such amounts required under this subsection (d). The Company shall also deposit with the Canadian Trustee a sum of money sufficient to pay any charges or expenses which may be incurred by the Canadian Trustee in connection with such purchase or redemption. Every such deposit shall be irrevocable, except as provided herein. From the sums so deposited, the Canadian Trustee shall pay or cause to be paid to the holders of such Debentures, the Total Offer Price to which they are entitled (less any tax required by law to be deducted in respect of accrued and unpaid interest) on the Company’s purchase or redemption.

(e) In the event that one or more of such Debentures being purchased in accordance with this Section 7.01 becomes subject to purchase in part only, upon surrender of such Debentures for payment of the Total Offer Price, the Company shall execute and the Canadian Trustee shall certify and deliver without charge to the holder thereof or upon the holder’s order, one or more new Debentures for the portion of the principal amount of the Debentures not purchased.

(f) Debentures for which holders have accepted the Change of Control Purchase Offer and Debentures which the Company has elected to exercise the 90% Redemption Right in accordance with this Section 7.01 shall become due and payable at the Total Offer Price on the Change of Control Purchase Date or on the date of exercise of the 90% Redemption Right, as applicable, and from and after the Change of Control Purchase Date or the date of exercise of the 90% Redemption Right, as applicable, if the money necessary to purchase or redeem the Debentures shall have been deposited as provided in this Section 7.01 and affidavits or other proofs satisfactory to the Canadian Trustee as to the sending of such notices shall have been lodged with it, interest on the Debentures shall cease to accrue. If any question shall arise as to whether any notice has been given as above provided and such deposit made, such question shall be decided by the Canadian Trustee, whose decision shall be final and binding upon all parties in interest.

25

(g) In case the holder of any Debenture to be purchased or redeemed in accordance with this Section 7.01 shall fail on or before the Change of Control Purchase Date or the date of exercise of the 90% Redemption Right, as applicable, so to surrender such holder’s Debenture or shall not within such time accept payment of the monies payable or give such receipt therefor, if any, as the Canadian Trustee may require, such monies may be set aside in trust without interest, either in the deposit department of the Canadian Trustee or in a chartered bank, and such setting aside shall for all purposes be deemed a payment to the Debentureholder of the sum so set aside and the Debentureholder shall have no other right except to receive payment of the monies so paid and deposited upon surrender and delivery up of such holder’s Debenture. In the event that any money required to be deposited hereunder with the Canadian Trustee or any depositary or paying agent on account of principal, premium, if any, or interest, if any, on Debentures issued hereunder shall remain so deposited for a period of six years from the Change of Control Purchase Date, then such monies together with any accumulated interest thereon, or any distributions paid thereon, shall at the end of such period be paid over or delivered over by the Canadian Trustee, or such depositary or paying agent, to the Company and the Canadian Trustee shall not be responsible to Debentureholders for any amounts owing to them. Notwithstanding the foregoing, the Canadian Trustee will pay any remaining funds deposited hereunder on that date which is five years less one day after the Change of Control Purchase Date (the “Unclaimed Funds Return Date”) to the Company upon receipt from the Company of an unconditional letter of credit from a Canadian chartered bank in an amount equal to or in excess of the amount of the remaining funds. If the remaining funds are paid to the Company prior to the Unclaimed Funds Return Date, the Company shall reimburse the Canadian Trustee for any amounts required to be paid by the Canadian Trustee to a holder of a Debenture pursuant to the Change of Control Purchase Offer or exercise of the 90% Redemption Right after the date of such payment of the remaining funds to the Company but prior to the Unclaimed Funds Return Date.

(h) Subject to the provisions above related to Debentures purchased in part, all Debentures redeemed and paid under this Section 7.01 shall forthwith be delivered to the Canadian Trustee and cancelled and no Debentures shall be issued in substitution therefor.

(i) A Debenture in respect of which a holder has accepted a notice in respect of a Change of Control Purchase Offer pursuant to the provisions of Section 7.01(a) may be surrendered for conversion only if such notice is withdrawn in accordance with this Supplemental Indenture.

Section 7.02 Make-Whole Amount. In addition to the requirements of Section 7.01 in respect of a Change of Control that occurs on or prior to the Maturity Date, the following provisions shall apply in respect of the occurrence of a Cash Change of Control (the “Make-Whole Premium”):

(a) Notwithstanding anything herein to the contrary, in the event of the occurrence of a Cash Change of Control and subject to regulatory approval, the Conversion Rate applicable to each Debenture that is surrendered for conversion, in accordance with this Article VII, at any time during the period that begins 10 Trading Days before the anticipated effective date of the Change of Control (the effective date of the Change of Control, referred to as the “Effective Date”) and ending at the close of business on the date that is 30 days after the date on which the Change of Control Purchase Offer in respect of the Cash Change of Control is sent to holders of the Debentures in accordance with Section 7.01 of this Supplemental Indenture (the “Cash Change of Control Conversion Period”) shall be increased to an amount equal to the Conversion Rate that would, but for this Section 7.02, otherwise apply to such Debenture pursuant to this Article VII, plus that number of Freely Tradeable Common Shares equal to the Make-Whole Additional Shares; provided, however, that such increase to the Conversion Rate shall not apply if such Cash Change of Control is announced by the Company but not consummated. For the purposes of this Section 7.02, the “Change of Control Price” shall mean the price to be paid per Common Share in the transaction constituting the Change of Control.

26

(b) As used herein, “Make-Whole Additional Shares” shall mean, with respect to a Cash Change of Control, the number of additional Freely Tradeable Common Shares per $1,000 principal amount of Debentures constituting the Make-Whole Premium, determined by reference to the following table, which corresponds to the Effective Date and the Change of Control Price of such Cash Change of Control:

Make-Whole Premium Upon a Change of Control

(Number of Additional Common Shares per $1,000 Debenture)

	Effective Date
Change of Control Price	January 25, 2021		January 31, 2022		January 31, 2023		January 31, 2024		January 31, 2025
$3.10		107.5280		107.5280		107.5280		107.5280		107.5280
$4.00		71.5075		63.2600		54.1925		45.1400		35.4750
$5.25		46.0229		37.1790		26.5867		14.5143		0.9390
$6.50		32.8923		24.7277		14.8800		0.6031		0.0015
$8.00		24.1988		17.2100		9.0950		0.0063		—
$9.50		19.1347		13.2200		6.6600		—		—
$12.00		14.3058		9.7242		4.8742		—		—

The actual Change of Control Price and Effective Date may not be set out in the table, in which case:

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

(ii) if the Change of Control Price on the Effective Date exceeds $12.00 per Common Share, subject to adjustment as described below, the Make-Whole Additional Shares will be zero; and

(iii) if the Change of Control Price on the Effective Date is less than $3.10 per Common Share, subject to adjustment as described below, the Make-Whole Additional Shares will be zero.

(c) The Change of Control Prices set out in the table above will be adjusted as of any date on which the Conversion Price of the Debentures is adjusted. The adjusted Change of Control Prices will equal the Change of Control Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Price as so adjusted and the denominator of which is the Conversion Price immediately prior to the adjustment giving rise to the Change of Control Price adjustment. The number of Make-Whole Additional Shares set out in the table above will be adjusted in the same manner as the Conversion Price as set out in Section 9.05, other than by operation of an adjustment to the Conversion Rate as described in Section 7.02(a).

(d) Notwithstanding the foregoing, if the Date of Conversion of any Debentures occurs during the period beginning 10 Trading Days before the anticipated Effective Date and ending at the close of business on the Effective Date, the holders of such Debentures shall, on conversion of their Debentures, only be entitled to that number of Freely Tradeable Common Shares to which they would otherwise have been entitled to (the “Base Shares”) at the Conversion Price that would then have been in effect but for the Cash Change of Control and will receive any Make-Whole Additional Shares on the Business Day immediately following the Effective Date and, for greater certainty, only if the Change of Control occurs. If a Cash Change of Control does not occur, then the Base Shares shall be issued in accordance with the terms of the Indenture applicable to a conversion of Debentures otherwise than during the Cash Change of Control Conversion Period, including without limitation at the then applicable Conversion Price and no Make-Whole Additional Shares will be issued.

27

(e) Section 7.02(d) hereof shall apply to any conversion of Debentures for which Make-Whole Additional Shares are issuable, and, for greater certainty, the former Debentureholders in respect of which the Make-Whole Additional Shares are issuable shall be entitled to receive and shall accept, in lieu of the Make-Whole Additional Shares, the number of shares or other securities or cash or other property of the Company 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 Additional Shares on the Effective Date.

(f) Except as otherwise provided in this Section 7.02, all other provisions of this Supplemental Indenture applicable to a conversion of Debentures shall apply to a conversion of Debentures during the Cash Change of Control Conversion Period.

ARTICLE VIII

MODIFICATIONS AND AMENDMENTS

Section 8.01 Modifications and Amendments Without Consent of Debentureholders. In addition to the matters described in Section 10.01 of the Original Indenture, the Company and the Trustees may from time to time and at any time enter into an indenture, supplemental indenture or amendment to this Supplemental Indenture (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Debentureholders to make provisions with respect to the conversion of the Debentures as required by Section 9.05, and to provide for succession as contemplated in Article X of the Original Indenture.

Any indenture, supplemental indenture or amendment to this Supplemental Indenture authorized by the provisions of this Section 8.01 may be executed by the Company and the Trustees without the consent of the Debentureholders, notwithstanding any of the provisions of Section 8.03 or Section 10.02 of the Original Indenture.

Section 8.02 Exchange Approval. Any indenture, supplemental indenture or amendment to this Supplemental Indenture pursuant to this Article VIII will be subject to the approval of the Toronto Stock Exchange.

Section 8.03 Modifications and Amendments With Consent of Debentureholders. With the consent (evidenced as provided in Section 8.01 of the Original Indenture or in accordance with the procedures of the Depositary) of the holders of at least a majority of outstanding principal amount of the Debentures (determined in accordance with Article IX of the Original Indenture and including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Debentures), the Company, when authorized by a resolution of the Board of Directors and the Trustees, at the Company’s expense, may from time to time enter into an indenture, supplemental indenture or amendment to this Supplemental Indenture or the Debentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Supplemental Indenture or any supplemental indenture or modifying in any manner the rights of the holders of the Debentures; provided, however, that in addition to the matters described in the proviso to Section 10.02 of the Original Indenture, with respect to the Debentures, no such amendment shall, without the consent of each Debentureholder affected hereby:

(a) make any change that impairs or adversely affects the conversion rights of any Debentures;

28

(b) reduce any amount payable upon redemption or repurchase of any Debenture (including the Redemption Price) or change the time at which or circumstances under which the Debentures may or shall be redeemed or repurchased; or

(c) reduce the Redemption Price of any Debenture or amend or modify in any manner adverse to the holders of the Debentures the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise.

ARTICLE IX

CONVERSION OF DEBENTURES

Section 9.01 Applicability of Article. The Debentures will be convertible into Common Shares on or prior to the close of business on the earlier of (i) the last Business Day immediately preceding the Maturity Date; or (ii) if the Debentures are called for redemption, on the last Business Day immediately preceding the Redemption Date.

Such right of conversion shall extend only to the maximum number of whole Common Shares into which the aggregate principal amount of the Debenture or Debentures surrendered for conversion at any one time by the holder thereof may be converted. Fractional interests in Common Shares shall be adjusted for in the manner provided in Section 9.06.

Section 9.02 Expiry of Conversion Privilege. In the event that the Company has specified a date for the redemption of a Debenture, notice of the expiry of the conversion privileges of such Debenture shall be given to the Debentureholders by or on behalf of the Company, not more than 60 days and not less than 30 days prior to the date fixed for the Time of Expiry. A Debenture in respect of which a holder has accepted a notice in respect of a Change of Control Purchase Offer pursuant to the provisions of Section 7.01(a) may be surrendered for conversion only if such notice is withdrawn in accordance with this Supplemental Indenture.

Section 9.03 Revival of Right to Convert. If the redemption of any Debenture called for redemption by the Company is not made or the payment of the purchase price of any Debenture which has been tendered in acceptance of an offer by the Company to purchase Debentures for cancellation is not made, in the case of a redemption upon due surrender of such Debenture or in the case of a purchase on the date on which such purchase is required to be made, as the case may be, then, provided that the right to convert the Debentures has not terminated pursuant to Section 9.01, the right to convert such Debentures shall revive and continue as if such Debenture had not been called for redemption or tendered in acceptance of the Company’s offer, respectively.

Section 9.04 Manner of Exercise of Right to Convert.

(a) The holder of a Debenture desiring to convert such Debenture in whole or in part into Common Shares shall surrender such Debenture to the Canadian Trustee at either of its principal offices in the City of Calgary, Alberta or the City of Toronto, Ontario with respect to the Canadian Trustee, together with the Notice of Conversion attached hereto as Exhibit B, in either case duly executed by the holder or its executors or administrators or other legal representatives or its or their attorney duly appointed by an instrument in writing in form and executed in a manner reasonably satisfactory to the Canadian Trustee, exercising its right to convert such Debenture in accordance with the provisions of this Article; provided that with respect to a Global Debenture, the obligation to surrender a Debenture to the Canadian Trustee shall be satisfied if the Canadian Trustee makes notation on the Global Debenture of the principal amount thereof so converted and the Canadian Trustee is provided with all other documentation which it may reasonably request. Thereupon such Debentureholder or, subject to payment of all applicable stamp or security transfer taxes or other governmental charges and compliance with all reasonable requirements of the Canadian Trustee, its nominee(s) or assignee(s) shall be entitled to be entered in the books of the Company as at the Date of Conversion (or such later date as is specified in Section 9.04(b)) as the holder of the number of Common Shares into which such Debenture is convertible in accordance with the provisions of this Article and, as soon as practicable thereafter, the Company shall deliver to such Debentureholder or, subject as aforesaid, its nominee(s) or assignee(s), such Freely Tradeable Common Shares and make or cause to be made any payment of interest with respect to such Debentures in accordance with Section 9.04(e) hereof.

29

(b) For the purposes of this Article, a Debenture shall be deemed to be surrendered for conversion, and the holder converting the Debentures will become the holder of record of Common Shares, on the date (herein called the “Date of Conversion”) on which the Debenture is so surrendered when the register of the Canadian Trustee is open and in accordance with the provisions of this Article or, in the case of a Global Debenture which the Canadian Trustee received notice of and all necessary documentation in respect of the exercise of the conversion rights and, in the case of a Debenture so surrendered by post or other means of transmission, on the date on which it is received by the Canadian Trustee at one of its offices specified in Section 9.04(a); provided that if a Debenture is surrendered for conversion on a day on which the register of Common Shares is closed, the person or persons entitled to receive Common Shares shall become the holder or holders of record of such Common Shares as at the date on which such registers are next reopened.

(c) Any part, being $1,000 or an integral multiple thereof, of a Debenture in a denomination in excess of $1,000 may be converted as provided in this Article and all references in this Supplemental Indenture to conversion of Debentures shall be deemed to include conversion of such parts.

(d) The holder of any Debenture of which only a part is converted shall, upon the exercise of its right of conversion surrender such Debenture to the Canadian Trustee in accordance with Section 9.04(b), and the Canadian Trustee shall cancel the same and shall without charge forthwith certify and deliver to the holder a new Debenture or Debentures in an aggregate principal amount equal to the unconverted part of the principal amount of the Debenture so surrendered or, with respect to a Global Debenture, the Depositary shall make notations on the Global Debentures of the principal amount thereof so converted.

(e) The Conversion Price will not be adjusted for accrued interest. The holder of a Debenture surrendered for conversion in accordance with this Section 9.04 shall be entitled (subject to Section 9.04(f)) to receive accrued and unpaid interest in respect thereof, in cash, up to but excluding the Date of Conversion and the Common Shares issued upon such conversion shall rank only in respect of distributions or dividends declared in favour of shareholders of record on and after the Date of Conversion or such later date as such holder shall become the holder of record of such Common Shares pursuant to Section 9.04(b), from which applicable date they will for all purposes be and be deemed to be issued and outstanding as fully paid and non-assessable Common Shares.

(f) In respect to Debentures surrendered for conversion during the period from the close of business on any Interest Record Date to the opening of business on the next succeeding Interest Payment Date, the Debentureholder on the Interest Record Date will receive the semi-annual interest payable on such Debentures on the corresponding Interest Payment Date.

(g) Notwithstanding any other provisions of this Supplemental Indenture, if a Debenture is surrendered for conversion on an Interest Payment Date or after the Interest Record Date but before the Interest Payment Date, the person or persons entitled to receive Common Shares in respect of the Debenture so surrendered for conversion shall not become the holder or holders of record of such Common Shares until the Business Day following such Interest Payment Date.

30

(h) A Debenture in respect of which a holder has accepted a notice in respect of a Change of Control Purchase Offer pursuant to the provisions of Section 7.01(a) may be surrendered for conversion only if such notice is withdrawn in accordance with this Supplemental Indenture.

Section 9.05 Adjustment of Conversion Price. The Conversion Price in effect at any date shall be subject to adjustment from time to time as set forth below.

(a) If and whenever at any time prior to the Time of Expiry the Company shall (i) subdivide or redivide the outstanding Common Shares into a greater number of shares, (ii) reduce, combine or consolidate the outstanding Common Shares into a smaller number of shares, or (iii) issue Common Shares to the holders of all or substantially all of the outstanding Common Shares by way of a dividend or distribution (other than the issue of Common Shares to holders of Common Shares who have elected to receive dividends or distributions in the form of Common Shares in lieu of cash dividends or cash distributions paid in the ordinary course on the Common Shares), the Conversion Price in effect on the effective date of such subdivision, redivision, reduction, combination or consolidation or on the record date for such issue of Common Shares by way of a dividend or distribution, as the case may be, shall be adjusted immediately after such effective date or such record date so that it shall equal the price determined by multiplying the Conversion Price in effect on such effective date or record date, as applicable, by a fraction, of which the numerator shall be the total number of Common Shares outstanding prior to such effective date or record as applicable date, and of which the denominator shall be the total number of Common Shares resulting from such subdivision, redivision, reduction, combination or consolidation or issuance of Common Shares by way of a dividend or distribution, as the case may be. Such adjustment shall be made successively whenever any event referred to in this Section 9.05(a) shall occur. Any such issue of Common 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 Common Shares under subsections (c) and (d) of this Section 9.05.

(b) If and whenever at any time prior to the Time of Expiry the Company shall fix a record date for the payment of a cash dividend or distribution to the holders of all or substantially all of the outstanding Common Shares in respect of any Applicable Period, the Conversion Price shall be adjusted immediately after such record date so that it shall be equal to the price determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the denominator shall be the Current Market Price per Common Share on such record date and of which the numerator shall be the Current Market Price per Common Share on such record date minus the amount in cash per Common Share distributed to holders of Common Shares. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such cash dividend or distribution is not paid, the Conversion Price shall be re-adjusted to the Conversion Price which would then be in effect if such record date had not been fixed.

31

(c) If and whenever at any time prior to the Time of Expiry the Company shall fix a record date for the issuance of options, rights or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible into Common Shares) at a price per share (or having a conversion or exchange price per share) less than 95% of the then Current Market Price of a Common Share on such record date, the Conversion Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common 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 Common Share, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common 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 Price shall be re-adjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon the number of Common Shares (or securities convertible into Common Shares) actually issued upon the exercise of such options, rights or warrants were included in such fraction, as the case may be.

(d) If and whenever at any time prior to the Time of Expiry, there is a reclassification of the Common Shares or a capital reorganization of the Company other than as described in Section 9.05(a) or a consolidation, amalgamation, arrangement, binding share exchange, merger of the Company with or into any other Person or other entity or acquisition of the Company or other combination pursuant to which the Common Shares are converted into or acquired for cash, securities or other property; or a sale or conveyance of the property and assets of the Company as an entirety or substantially as an entirety to any other Person (other than a direct or indirect wholly-owned subsidiary of the Company) or other entity or a liquidation, dissolution or winding-up of the Company, any holder of a Debenture who has not exercised its right of conversion prior to the effective date of such reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, binding share exchange, acquisition, combination, sale or conveyance 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 Common Shares then sought to be acquired by it, such amount of cash or the number of shares or other securities or property of the Company or of the Person or other entity resulting from such consolidation, amalgamation, arrangement, merger, binding share exchange, acquisition or combination, or to which such sale or conveyance may be made or which holders of Common Shares receive pursuant to such liquidation, dissolution or winding-up, as the case may be, that such holder of a Debenture would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, binding share exchange, acquisition, combination, sale or conveyance 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 Common Shares sought to be acquired by it and to which it was entitled to acquire upon the exercise of the conversion right. If determined appropriate by the Board of Directors, to give effect to or to evidence the provisions of this Section 9.05(d), the Company, 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, consolidation, amalgamation, arrangement, merger, binding share exchange, acquisition, combination, sale or conveyance or liquidation, dissolution or winding-up, enter into an indenture which shall provide, to the extent possible, for the application of the provisions set forth in this Supplemental Indenture with respect to the rights and interests thereafter of the holder of Debentures to the end that the provisions set forth in this Supplemental Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to any cash, shares or other securities or property to which a holder of Debentures is entitled on the exercise of its acquisition rights thereafter. Any indenture entered into between the Company and the Canadian Trustee pursuant to the provisions of this Section 9.05(d) shall be a supplemental indenture entered into pursuant to the provisions of Article VIII. Any indenture entered into between the Company, any successor to the Company or such purchasing Person or other entity and the Canadian Trustee shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 9.05(d) and which shall apply to successive reclassifications, capital reorganizations, amalgamations, consolidations, mergers, share exchanges, acquisitions, combinations, sales or conveyances. For greater certainty, nothing in this Section 9.05(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 7.02, and notice of any transaction to which this Section 9.05(d) applies shall be given in accordance with Section 9.10.

32

(e) If the Company shall make a distribution to all holders of Common Shares of shares in the capital of the Company, other than Common Shares, or evidences of indebtedness or other assets of the Company, including securities (but excluding (i) any issuance of rights or warrants for which any adjustment was made pursuant to Section 9.05(c), and (ii) any dividend or distribution paid exclusively in cash) (the “Distributed Securities”), then in each such case (unless the Company distributes such Distributed Securities to the Debentureholders on such dividend or distribution date (as if each holder had converted such Debenture into Common Shares immediately preceding the record date with respect to such distribution)) the Conversion Price in effect immediately preceding the ex-distribution date fixed for the dividend or distribution shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately preceding such ex-distribution date by a fraction of which the denominator shall be the 5 day VWAP for the Common Shares immediately prior to the ex-distribution date and of which the numerator shall be the 5 day VWAP for the Common Shares for the first 5 Trading Days that occur immediately after the ex-distribution date. Such adjustment shall be made successively whenever any such distribution is made and shall become effective 5 Business Days immediately after the ex-distribution date. In the event that such dividend or distribution is not so paid or made, the Conversion Price shall again be adjusted to be the Conversion Price that would then be in effect if such dividend or distribution had not been declared.

Notwithstanding the foregoing, if the securities distributed by the Company to all holders of its Common Shares consist of capital stock of, or similar equity interests in, a Subsidiary or other business unit of the Company (the “Spinoff Securities”), the Conversion Price shall be adjusted, unless the Company makes an equivalent distribution to the Debentureholders, so that the same shall be equal to the rate determined by multiplying the Conversion Price in effect on the record date fixed for the determination of shareholders entitled to receive such distribution by a fraction, the denominator of which shall be the sum of (i) the VWAP for the 20 consecutive Trading Day period (the “Spinoff Valuation Period”) commencing on and including the fifth Trading Day after the date on which ex-dividend trading commences for such distribution on the Toronto Stock Exchange, or such other national or regional exchange or market on which the Common Shares are then listed or quoted and (ii) the product of (A) the volume weighted average price (calculated in substantially the same way as the Current Market Price is calculated for the Common Shares) over the Spinoff Valuation Period of the Spinoff Securities or, if no such prices are available, the fair market value of the Spinoff Securities as reasonably determined by the Board of Directors (which determination, subject to the TSX approval of, shall be conclusive and shall be evidenced by an Officers’ Certificate delivered to the Canadian Trustee) multiplied by (B) the number of Spinoff Securities distributed in respect of one Common Share and the numerator of which shall be the VWAP over the Spinoff Valuation Period, such adjustment to become effective immediately preceding the opening of business on the 25th Trading Day after the date on which ex-dividend trading commences; provided, however, that the Company may in lieu of the foregoing adjustment elect to make adequate provision so that each holder of Debentures shall have the right to receive upon conversion thereof the amount of such Spinoff Securities that such holder of Debentures would have received if such Debentures had been converted on the record date with respect to such distribution.

33

(f) If any issuer bid made by the Company or any of its Subsidiaries for all or any portion of Common Shares shall expire, then, if the issuer bid shall require the payment to shareholders of consideration per Common Share having a fair market value (determined as provided below) that exceeds the Current Market Price per Common Share 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”), the Conversion Price shall be adjusted so that the same shall equal the rate determined by multiplying the Conversion Price in effect immediately preceding the close of business on the Expiration Date by a fraction of which (i) the denominator shall be the sum of (A) the fair market value of the aggregate consideration (the fair market value as determined by the Board of Directors, whose determination, subject the TSX approval, shall be conclusive evidence of such fair market value and which shall be evidenced by an Officers’ Certificate delivered to the Canadian Trustee) payable to shareholders based on the acceptance (up to any maximum specified in the terms of the issuer bid) of all Common Shares validly tendered and not withdrawn as of the Expiration Time (the Common Shares deemed so accepted, up to any such maximum, being referred to as the “Purchased Common Shares”) and (B) the product of the number of Common Shares outstanding (less any Purchased Common Shares and excluding any Common Shares held in the treasury of the Company) at the Expiration Time and the Current Market Price per Common Share on the Expiration Date and (ii) the numerator of which shall be the product of the number of Common Shares outstanding (including Purchased Common Shares but excluding any Common Shares held in the treasury of the Company) at the Expiration Time multiplied by the Current Market Price per Common Share on the Expiration Date, such adjustment to become effective immediately preceding the opening of business on the day following the Expiration Date. In the event that the Company is obligated to purchase Common Shares pursuant to any such issuer bid, but the Company is permanently prevented by applicable law from effecting any or all such purchases or any or all such purchases are rescinded, the Conversion Price shall again be adjusted to be the Conversion Price which would have been in effect based upon the number of Common Shares actually purchased, if any. If the application of this clause (f) of Section 9.05 to any issuer bid would result in a decrease in the Conversion Price, no adjustment shall be made for such issuer bid under this clause (f).

For purposes of this Section 9.05(f), the term “issuer bid” shall mean an issuer bid under Canadian Securities Legislation (other than an issuer bid which is exempt from the requirements of Part 2 of MI 62-104) or a take-over bid (other than an take-over bid which is exempt from the requirements of Part 2 of MI 62-104) under Canadian Securities Legislation by a Subsidiary of the Company for the Common Shares and all references to “purchases” of Common Shares in issuer bids (and all similar references) shall mean and include the purchase of Common Shares in issuer bids and all references to “tendered Common Shares” (and all similar references) shall mean and include Common Shares tendered in issuer bids.

(g) In any case in which this Section 9.05 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Company may defer, until the occurrence of such event, issuing to the holder of any Debenture converted after such record date and before the occurrence of such event the additional Common Shares issuable upon such conversion by reason of the adjustment required by such event before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder an appropriate instrument evidencing such holder’s right to receive such additional Common Shares upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares declared in favour of holders of record of Common Shares on and after the Date of Conversion or such later date as such holder would, but for the provisions of this Section 9.05(g), have become the holder of record of such additional Common Shares pursuant to Section 9.04(b).

(h) The adjustments provided for in this Section 9.05 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 Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Conversion Price then in effect; provided however, that any adjustments which by reason of this Section 9.05(h) are not required to be made shall be carried forward and taken into account in any subsequent adjustment.

34

(i) For the purpose of calculating the number of Common Shares outstanding, Common Shares owned by or for the benefit of the Company shall not be counted.

(j) In the event of any question arising with respect to the adjustments provided in this Section 9.05, such question shall be conclusively determined by a firm of nationally recognized chartered accountants appointed by the Company and acceptable to the Canadian Trustee (who may be the Auditors of the Company); such accountants shall have access to all necessary records of the Company and such determination shall be binding upon the Company, the Canadian Trustee, and the Debentureholders.

(k) In case the Company shall take any action affecting the Common Shares other than action described in this Section 9.05, which in the opinion of the Board of Directors, would materially affect the rights of Debentureholders, the Conversion Price shall be adjusted in such manner and at such time, by action of the Board of Directors, subject to the prior written consent of the Toronto Stock Exchange or such other exchange on which the Debentures are then listed (if required), as the Board of Directors, in its sole discretion may determine to be equitable in the circumstances. Failure of the 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.

(l) Subject to the prior written consent of the Toronto Stock Exchange or such other exchange on which the Debentures are then listed, if required, no adjustment in the Conversion Price shall be made in respect of any event described in Section 9.05(a), Section 9.05(b), Section 9.05(c), Section 9.05(e) or Section 9.05(f) other than the events described in Section 9.05(a)(i) or Section 9.05(a)(ii) if the holders of the Debentures are entitled to participate in such event on the same terms mutatis mutandis as if they had converted their Debentures prior to the effective date or record date, as the case may be, of such event.

(m) Except as stated above in this Section 9.05, no adjustment will be made in the Conversion Price for any Debentures as a result of the issuance of Common Shares at less than the Current Market Price for such Common Shares on the date of issuance or the then applicable Conversion Price.

Section 9.06 No Requirement to Issue Fractional Common Shares. The Company shall not be required to issue fractional Common Shares upon the conversion of Debentures pursuant to this Article. If more than one Debenture shall be surrendered for conversion at one time by the same holder, the number of whole Common Shares issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount of such Debentures to be converted. If any fractional interest in a Common Share would, except for the provisions of this Section, be deliverable upon the conversion of any principal amount of Debentures, the Company shall, in lieu of delivering any such fractional interest, make a cash payment to the holder of such Debenture of an amount equal to the fractional interest which would have been issuable multiplied by the Current Market Price.

Section 9.07 Company to Reserve Common Shares. The Company covenants with the Canadian Trustee that it will at all times reserve and keep available out of its authorized Common Shares (if the number thereof is or becomes limited), solely for the purpose of issue upon conversion of Debentures as in this Article provided, and conditionally allot to Debentureholders who may exercise their conversion rights hereunder, such number of Common Shares as shall then be issuable upon the conversion of all outstanding Debentures. The Company covenants with the Canadian Trustee that all Common Shares which shall be so issuable shall be duly and validly issued as fully-paid and non-assessable.

35

Section 9.08 Cancellation of Converted Debentures. Subject to the provisions of Section 9.04 as to Debentures converted in part, all Debentures converted in whole or in part under the provisions of this Article shall be forthwith delivered to and cancelled by the Canadian Trustee and no Debenture shall be issued in substitution for those converted.

Section 9.09 Certificate as to Adjustment. The Company shall from time to time promptly after the occurrence of any event which requires an adjustment or readjustment as provided in Section 9.05, deliver an Officers’ Certificate to the Canadian Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered accountants appointed by the Company and acceptable to the Canadian Trustee (who may be the Auditors of the Company) and shall be conclusive and binding on all parties in interest. When so approved, the Company shall forthwith give notice to the Debentureholders in the manner provided in Section 13.03 of the Original Indenture specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that, if the Company has given notice under this Section 9.09 to the Canadian Trustee covering all the relevant facts in respect of such event and if the Canadian Trustee approves, no such notice to the Debentureholders need be given under this Section 9.09.

Section 9.10 Notice of Special Matters. The Company covenants with the Canadian Trustee that so long as any Debenture remains outstanding, it will give notice to the Canadian Trustee, and to the Debentureholders in the manner provided in Section 13.03 of the Original Indenture, of its intention to fix a record date for any event referred to in Section 9.05(a), (b), (c) or (e) (other than the subdivision, redivision, reduction, combination or consolidation of its Common Shares) which may give rise to an adjustment in the Conversion Price, and, in each case, such notice shall specify the particulars of such event and the record date and the effective date for such event; provided that the Company shall only be required to specify in such notice such particulars of such event as shall have been fixed and determined on the date on which such notice is given. Such notice shall be given not less than fourteen (14) days in each case prior to such applicable record date.

In addition, the Company covenants with the Canadian Trustee that so long as any Debenture remains outstanding, it will give notice to the Canadian Trustee, and to the Debentureholders in the manner provided in the Original Indenture, at least 30 days prior to the (i) effective date of any transaction referred to in Section 9.05(d) stating the consideration into which the Debentures will be convertible after the effective date of such transaction, and (ii) Expiration Date of any transaction referred to in Section 9.05(f) stating the consideration paid per Common Share in such transaction.

Section 9.11 Protection of Trustees. Subject to Section 7.01 of the Original Indenture, the Trustees:

(a) shall not at any time be under any duty or responsibility to any Debentureholder to determine whether any facts exist which may require any adjustment in the Conversion Price, 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;

36

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

(c) shall not be responsible for any failure of the Company to make any cash payment or to issue, transfer or deliver Common Shares or share certificates upon the surrender of any Debenture for the purpose of conversion, or to comply with any of the covenants contained in this Article.

Section 9.12 Contractual Right of Rescission. In the event that the prospectus of the Company qualifying the distribution of the Common Shares issuable upon the conversion of the Debentures (including the documents incorporated by reference therein) or any amendment thereto (the “Prospectus”), contains a misrepresentation (as defined under Canadian Securities Legislation) or was not delivered to a purchaser of Debentures in accordance with Canadian Securities Legislation, holders of the Debentures that have exercised the conversion privilege described in this Article IX and converted their Debentures into Common Shares will have a contractual right of rescission against the Company entitling them to receive from the Company, upon surrender to the Company of the Common Shares issued upon such conversion, the amount paid for the Debentures, provided that such right of rescission is exercised within 180 days of the date of the purchase of the Debentures under the Prospectus. The foregoing contractual right of rescission shall be subject to the defences described under the Securities Act (Alberta), which is incorporated herein by reference, mutatis mutandis, and any other defence or defences available to the Company under Canadian Securities Legislation. No action shall be commenced to enforce the foregoing right of rescission more than 180 days after the date of purchase of the Debentures under the Prospectus. The Canadian Trustee shall not be responsible for ensuring the Debentures are returned to the holder. In such cases, the holder shall seek a return directly from the Canadian and subsequently, the Company, upon surrender to the Company or the Canadian Trustee of any underlying Common Shares or other securities that may have been issued, or such other procedure as agreed to by the parties hereto, shall instruct the Canadian Trustee in writing, to cancel the conversion transaction and any such underlying Common Shares or other securities on the register, which may have already been issued upon the conversion. In the event that any payment is received from the Company by virtue of the holder being a shareholder for such Common Shares that were subsequently rescinded, such payment must be returned to the Company by such holder. The Canadian Trustee shall not be under any duty or obligation to take any steps to ensure or enforce the return of the funds pursuant to this section, nor shall the Canadian Trustee be in any other way responsible in the event that any payment is not delivered or received pursuant to this section.

ARTICLE X

OPTIONAL REDEMPTION OF THE DEBENTURES BY THE COMPANY

Section 10.01 Applicability of Article. Subject to regulatory approval and Article XIII, the Debentures will be redeemable in accordance with the terms of this Article X, provided that the Debentures will not be redeemable before January 31, 2024, except pursuant to Section 7.01(b). On and after January 31, 2024 and prior to January 31, 2025 provided that the Current Market Price at the time the Redemption Notice is given at least 125% of the Conversion Price, the Debentures may be redeemed at the option of the Company in whole or in part from time to time on notice as provided for in Section 10.03 at the Redemption Price. On and after January 31, 2025 and prior to the Maturity Date, the Debentures may be redeemed at the option of the Company in whole or in part from time to time on notice as provided for in Section 10.03 at the Redemption Price. The Redemption Notice for the Debentures shall be substantially in the form of Exhibit C. Subject to Section 10.06, in connection with the redemption of the Debentures, the Company may, at its option, elect to satisfy its obligation to pay all or a portion of the Redemption Price of the Debentures to be redeemed by issuing and delivering to the holders of such Debentures Freely Tradeable Common Shares. If the Company elects to exercise such option, it shall so specify and provide details in the Redemption Notice.

37

Section 10.02 Partial Redemption. If less than all the Debentures being outstanding are at any time to be redeemed, or if a portion of the Debentures being redeemed are being redeemed for cash and a portion of such Debentures are being redeemed by the payment of Freely Tradeable Common Shares pursuant to Section 10.06, the Debentures to be so redeemed shall be selected by the Canadian Trustee on a pro rata basis to the nearest multiple of $1,000 in accordance with the principal amount of the Debentures registered in the name of each holder or in such other manner as the Canadian Trustee deems equitable, subject to the approval of the Toronto Stock Exchange or such other exchange on which the Debentures are then listed, as may be required from time to time. No Debenture shall be redeemed in part unless the principal amount redeemed is $1,000 or a multiple thereof. For this purpose, the Canadian Trustee may make, and from time to time vary, regulations with respect to the manner in which such Debentures may be drawn for redemption and regulations so made shall be valid and binding upon all holders of such Debentures notwithstanding that as a result thereof one or more of such Debentures may become subject to redemption in part only or for cash only. In the event that one or more of such Debentures becomes subject to redemption in part only, upon surrender of any such Debentures for payment of the Redemption Price, the Company shall execute and the Canadian Trustee shall certify and deliver without charge to the holder thereof or upon the holder’s order one or more new Debentures for the unredeemed part of the principal amount of the Debenture or Debentures so surrendered or, with respect to a Global Debenture, the Depositary shall make notations on the Global Debenture of the principal amount thereof so redeemed. Unless the context otherwise requires, the terms “Debenture” or “Debentures” as used in this Article X shall be deemed to mean or include any part of the principal amount of any Debenture which in accordance with the foregoing provisions has become subject to redemption.

Section 10.03 Notice of Redemption. Notice of redemption (the “Redemption Notice”) of any Debentures shall be given to the holders of the Debentures so to be redeemed not more than 60 days nor less than 30 days prior to the date fixed for redemption (the “Redemption Date”) in the manner provided in the Original Indenture. Every such notice shall specify the aggregate principal amount of Debentures called for redemption, the Redemption Date, the Redemption Price and the places of payment and shall state that interest upon the principal amount of Debentures called for redemption shall cease to be payable from and after the Redemption Date. In addition, unless all the outstanding Debentures are to be redeemed, the Redemption Notice shall specify:

(a) the distinguishing letters and numbers of the registered Debentures which are to be redeemed (or of such thereof as are registered in the name of such Debentureholder); and

(b) in the case of a Global Debenture or Book Based Only Debenture, that the redemption will take place in such manner as may be agreed upon by the Depositary, the Canadian Trustee and the Company.

Section 10.04 Debentures Due on Redemption Dates. Notice having been given as aforesaid, all the Debentures so called for redemption shall thereupon be and become due and payable at the Redemption Price on the Redemption Date specified in such notice, in the same manner and with the same effect as if it were the date of maturity specified in such Debentures, anything therein or herein to the contrary notwithstanding, and from and after such Redemption Date, if the monies necessary to redeem, or the Common Shares to be issued to redeem, such Debentures shall have been deposited as provided in Section 10.05 and affidavits or other proof satisfactory to the Canadian Trustee as to the sending of such notices shall have been lodged with it, interest upon the Debentures shall cease. If any question shall arise as to whether any notice has been given as above provided and such deposit made, such question shall be decided by the Canadian Trustee, whose decision shall be final and binding upon all parties in interest.

38

Section 10.05 Deposit of Redemption Monies or Common Shares. Redemption of Debentures shall be provided for by the Company depositing with the Canadian Trustee or any paying agent to the order of the Canadian Trustee in accordance with Section 7.17 of the Original Indenture, on or before 11:00 a.m. (Calgary time) on the Business Day immediately prior to the Redemption Date specified in such notice, such sums of money, or Common Shares, or both as the case may be, as may be sufficient to pay the Redemption Price of the Debentures so called for redemption, provided the Company may elect to satisfy this requirement by providing the Canadian Trustee with a certified cheque or wire transfer for such amounts required under this Section 10.05 post-dated to the Redemption Date. The Company shall also deposit with the Canadian Trustee a sum of money sufficient to pay any charges or expenses which may be incurred by the Canadian Trustee in connection with such redemption. Every such deposit shall be irrevocable. From the sums so deposited, or certificates so deposited, or both, the Canadian Trustee shall pay or cause to be paid, or issue or cause to be issued, to the holders of such Debentures so called for redemption, upon surrender of such Debentures, the principal, premium (if any) and interest (if any) to which they are respectively entitled on redemption.

Section 10.06 Right to Repay Redemption Price in Common Shares.

(a) Subject to the receipt of any required regulatory approvals, the provisions governing the Debentures and the other provisions of this Section 10.06, the Company may, at its option and subject to regulatory approval, in exchange for or in lieu of paying the Redemption Price in money, elect to satisfy its obligation to pay all or any portion of the Redemption Price by issuing and delivering to holders on the Redemption Date that number of Freely Tradeable Common Shares obtained by dividing the Redemption Price (or applicable portion thereof to be satisfied by the issuance and delivery of Freely Tradeable Common Shares) by 95% of the Current Market Price of the Common Shares on the Redemption Date (the “Common Share Redemption Right”).

(b) The Company shall exercise the Common Share Redemption Right by so specifying in the Redemption Notice and shall also specify the aggregate principal amount of Debentures in respect of which it is exercising the Common Share Redemption Right in such notice.

(c) The Company’s right to exercise the Common Share Redemption Right shall be conditional upon the following conditions being met on the Business Day preceding the Redemption Date:

(i) the issuance of the Common Shares on the exercise of the Common Share Redemption Right shall be made in accordance with Canadian Securities Legislation and U.S. Securities Laws and such Common Shares shall be issued as Freely Tradeable Common Shares;

(ii) such additional Freely Tradeable Common Shares shall be listed on a stock exchange on which the Common Shares are then listed, which may be the Toronto Stock Exchange or a National Securities Exchange or quoted in an inter-dealer quotation system of any registered national securities association;

(iii) the Company shall be a reporting issuer in good standing under Canadian Securities Legislation in all jurisdictions in which the Company is a reporting issuer on such date;

(iv) no Event of Default shall have occurred and be continuing;

39

(v) the Trustees shall have received an Officers’ Certificate stating that conditions (i), (ii), (iii) and (iv) above have been satisfied and setting forth the number of Common Shares to be delivered for each $1,000 principal amount of Debentures and the Current Market Price of the Common Shares on the Redemption Date; and

(vi) the Trustees shall have received an Opinion of Counsel to the effect that such Common Shares have been duly authorized and, when issued and delivered pursuant to the terms of this Supplemental Indenture in payment of the Redemption Price, will be validly issued as fully paid and non-assessable, that conditions (i) and (ii) above have been satisfied and that, relying exclusively on certificates of good standing issued by the relevant securities authorities, condition (iii) above is satisfied, except that the opinion in respect of condition (iii) need not be expressed with respect to those provinces where certificates are not issued.

If the foregoing conditions are not satisfied prior to the close of business on the Business Day preceding the Redemption Date, the Company shall pay the Redemption Price in cash in accordance with Section 2.07 unless the Debentureholder waives the conditions which are not satisfied. The Company may not change the form of components or percentage of consideration to be paid for the Debentures except as described in the preceding sentence. When the Company determines the actual number of the Common Shares to be issued pursuant to the Company’s exercise of its Common Share Redemption Right, it will issue a press release on a national newswire disclosing the Current Market Price and such actual number of Common Shares or otherwise provide notice directly to the holders of Debentures.

(d) In the event that the Company duly exercises its Common Share Redemption Right, the Company shall on or before 11:00 a.m. (Calgary time) on the Business Day immediately prior to the Redemption Date make the delivery to the Canadian Trustee for delivery to and on account of the holders, of Freely Tradeable Common Shares to which such holders are entitled.

(e) Upon presentation and surrender of the Debentures for payment on the Redemption Date, at any place where a register is maintained pursuant to Article III or any other place specified in the Redemption Notice, the Canadian Trustee, upon receipt of funds from the Company, shall pay the Debentureholders the Redemption Price in cash or Freely Tradeable Shares, or a combination thereof, as applicable.

(f) No fractional Freely Tradeable Common Shares shall be delivered upon the exercise of the Common Share Redemption Right but, in lieu thereof, the Company shall pay to the Canadian Trustee for the account of the holders, the cash equivalent thereof determined on the basis of the relevant fraction of the Current Market Price of a whole Common Share on the Redemption Date (less any tax required to be deducted, if any).

(g) A holder shall be treated as the shareholder of record of the Freely Tradeable Common Shares issued on due exercise by the Company of its Common Share Redemption Right effective immediately after the close of business on the Redemption Date, and shall be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends or distributions (including distributions and dividends in kind) thereon and arising thereafter, and in the event that the Canadian Trustee receives the same, it shall hold the same in trust for the benefit of such holder.

(h) The Company shall at all times reserve and keep available out of its authorized Common Shares (if the number thereof is or becomes limited), solely for the purpose of issue and delivery upon the exercise of the Company’s Common Share Redemption Right as provided herein, and shall issue to Debentureholders to whom Freely Tradeable Common Shares will be issued pursuant to exercise of the Common Share Redemption Right, such number of Freely Tradeable Common Shares as shall be issuable in such event. All Freely Tradeable Common Shares which shall be so issuable shall be duly and validly issued as fully paid and non-assessable.

40

(i) The Company shall comply with all Canadian Securities Legislation and U.S. Securities Laws regulating the issue and delivery of Freely Tradeable Common Shares upon exercise of the Common Share Redemption Right and shall cause to be listed and posted for trading such Common Shares on each stock exchange on which the Common Shares are then listed.

(j) If less than all the Debentures outstanding at any time are to be redeemed, or if a portion of the Debentures being redeemed are being redeemed for cash and a portion of the Debentures being redeemed are being redeemed by the payment of Freely Tradeable Common Shares, the Debentures to be so redeemed will be selected by the Canadian Trustee on a pro rata basis or in such other manner as the Canadian Trustee deems equitable.

(k) The Company shall from time to time promptly pay, or make provision satisfactory to the Trustees for the payment of, all taxes and charges which may be imposed by the laws of Canada or any province thereof (except income tax, withholding tax or security transfer tax, if any) which shall be payable with respect to the issuance or delivery of Freely Tradeable Common Shares to holders upon exercise of the Common Share Redemption Right pursuant to the terms of the Debentures and of this Supplemental Indenture.

(l) If the Company elects to satisfy its obligation to pay all or any portion of the Redemption Price by issuing Freely Tradeable Common Shares in accordance with this Section 10.06 and if the Redemption Price (or any portion thereof) to which a holder is entitled is subject to withholding taxes and the amount of the cash payment of the Redemption Price, if any, is insufficient to satisfy such withholding taxes, the Canadian Trustee, on the Written Direction of the Company but for the account of the holder, shall sell, through the investment banks, brokers or dealers selected by the Company, out of the Freely Tradeable Common Shares issued by the Company for this purpose, such number of Freely Tradeable Common Shares that together with the cash payment of the Redemption Price, 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 Company to the proper tax authorities within the period of time prescribed for this purpose under applicable laws.

Section 10.07 Failure to Surrender Debentures Called for Redemption. In case the holder of any Debenture so called for redemption shall fail on or before the Redemption Date so to surrender such holder’s Debenture, or shall not within such time accept payment of the redemption monies payable, or take delivery of Freely Tradeable Common Shares issuable in respect thereof, or give such receipt therefor, if any, as the Canadian Trustee may require, such redemption monies may be set aside in trust, or such Freely Tradeable Common Shares may be held in trust without interest, either in the deposit department of the Canadian Trustee or in a chartered bank, and such setting aside shall for all purposes be deemed a payment to the Debentureholder of the sum or Freely Tradeable Common Shares so set aside and, to that extent, the Debenture shall thereafter not be considered as outstanding hereunder and the Debentureholder shall have no other right except to receive payment out of the monies so paid and deposited, or take delivery of the Freely Tradeable Common Shares so deposited, or both, upon surrender of such holder’s Debentures or such holder’s acceptance of the Redemption Price, as the case may be. In the event that any money, or Freely Tradeable Common Shares, required to be deposited hereunder with the Canadian Trustee or any depositary or paying agent on account of principal, premium, if any, or interest, if any, on Debentures issued hereunder shall remain so deposited for a period of five years less one day from the Redemption Date, then such monies or Freely Tradeable Common Shares, together with any accumulated interest thereon or any distribution paid thereon, shall at the end of such period be paid over or delivered over by the Canadian Trustee or such depositary or paying agent to the Company on its demand, and thereupon the Canadian Trustee shall not be responsible to Debentureholders for any amounts owing to them and subject to applicable law, thereafter the holder of a Debenture in respect of which such money or shares was so repaid to the Company shall have no rights in respect thereof except to obtain payment of the money or shares due from the Company, subject to any limitation period provided by the laws of Alberta. Notwithstanding the foregoing, the Canadian Trustee will pay any remaining funds prior to the expiry of six years after the Redemption Date to the Company upon receipt from the Company, of an unconditional letter of credit from a Canadian chartered bank in an amount equal to or in excess of the amount of the remaining funds. If the remaining funds are paid to the Company prior to the expiry of five years less one day after the Redemption Date, the Company shall reimburse the Canadian Trustee for any amounts required to be paid by the Canadian Trustee to a holder of a Debenture pursuant to the redemption after the date of such payment of the remaining funds to the Company but prior to five years less one day after the redemption.

41

Section 10.08 Cancellation of Debentures Redeemed. Subject to the provisions of Section 10.02 and Section 2.06 as to Debentures redeemed or purchased in part, all Debentures redeemed and paid under this Article X shall forthwith be delivered to the Canadian Trustee and cancelled and no Debentures shall be issued in substitution for those redeemed.

ARTICLE XI

COMMON SHARE PAYMENT RIGHTS

Section 11.01 Common Share Interest Payment Election.

(a) Provided that the Company is not in default under the Indenture and that all applicable regulatory approvals have been obtained (including any required approval of any stock exchange on which the Debentures or Common Shares are then listed), the Company shall have the right, from time to time (including following conversion, at the time of redemption or at the time of maturity), to make a Common Share Interest Payment Election in respect of all or any part of any Interest Obligation by delivering a Common Share Interest Payment Election Notice to the Canadian Trustee no later than the earlier of (i) the date required by applicable law or the rules of any stock exchange on which the Debentures or Common Shares are then listed, and (ii) the day which is 15 Business Days prior to the applicable payment date to which the Common Share Interest Payment Election relates.

(b) Upon receipt of a Common Share Interest Payment Election Notice, the Canadian Trustee shall, in accordance with this Section 11.01 and such Common Share Interest Payment Election Notice, deliver Common Share Bid Requests to the investment banks, brokers or dealers identified by the Company, in its absolute discretion, in the Common Share Interest Payment Election Notice. In connection with the Common Share Interest Payment Election, the Canadian Trustee shall have the power to: (i) accept delivery of the Common Shares from the Company and process the Common Shares in accordance with the Common Share Interest Payment Election Notice; (ii) accept bids with respect to, and consummate sales of, such Common Shares, each as the Company shall direct in its absolute discretion through the investment banks, brokers or dealers identified by the Company in the Common Share Interest Payment Election Notice; (iii) invest the proceeds of such sales on the direction of the Company in Government Obligations which mature prior to an applicable payment date and use such proceeds to satisfy the Interest Obligation in respect of which the Common Share Interest Payment Election was made; and (iv) perform any other action necessarily incidental thereto as directed by the Company in its absolute discretion. The Common Share Interest Payment Election Notice shall direct the Canadian Trustee to solicit and accept only, and each Common 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 Common Shares which, together with the cash payments by the Company in respect to such Interest Obligations and in lieu of fractional Common Shares, if any, equal the applicable Interest Obligation on the Common Share Delivery Date.

42

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

(d) Any sale of Common Shares pursuant to this Section 11.01 may be made to one or more Persons whose bids are solicited, but all such sales with respect to a particular Common Share Interest Payment Election shall take place concurrently on the Common Share Delivery Date.

(e) The amount received by a holder of a Debenture in respect of the Interest Obligation or the entitlement thereto will not be affected by whether or not the Company elects to satisfy all or part of the Interest Obligation pursuant to a Common Share Interest Payment Election.

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

(g) Provided that: (i) all conditions specified in each Common Share Purchase Agreement to the closing of all sales thereunder have been satisfied, other than the delivery of the Common Shares to be sold thereunder against payment of the purchase price thereof; and (ii) the purchasers under each Common Share Purchase Agreement shall be ready, willing and able to perform thereunder, in each case on the Common Share Delivery Date, the Company shall, on the Common Share Delivery Date, deliver to the Canadian Trustee the Common Shares to be sold on such date, together with the amount of any cash payments by the Company in respect to such Interest Obligations and in lieu of any fractional Common Shares and an Officers’ Certificate to the effect that all conditions precedent to such sales, including those set forth in this Supplemental Indenture and in each Common Share Purchase Agreement, have been satisfied. Upon such deliveries, the Canadian Trustee shall consummate such sales on such Common Share Delivery Date by the delivery of the Common Shares to such purchasers against payment to the Canadian Trustee in immediately available funds of the purchase price therefor in an aggregate amount equal to the Common Share Interest Payment Election Amount.

43

(h) The Canadian Trustee shall, on the Common Share Delivery Date, use the sale proceeds of the Common Shares (together with the amount of any cash payments by the Company in respect of such Interest Obligation and in lieu of any fractional Common Shares) to purchase, on the direction of the Company in writing, Government Obligations which mature prior to the applicable payment date and which the Canadian Trustee is required to hold until maturity (the “Common Share Proceeds Investment”) and shall, on such date, deposit the balance, if any, of such sale proceeds in an account established by the Company (and which shall be maintained by and subject to the control of the Canadian Trustee) (the “Interest Account”) for such Debentures. The Canadian Trustee shall hold such Common Share Proceeds Investment (but not income earned thereon) under its exclusive control in an irrevocable trust for the benefit of the holders of the Debentures. At least one Business Day prior to the Interest Payment Date, the Canadian Trustee shall deposit amounts from the proceeds of the Common Share Proceeds Investment in the Interest Account to bring the balance of the Interest Account to the Interest Obligation. On the Interest Payment Date, the Canadian Trustee shall pay the funds held in the Interest Account and any interest to be paid with cash to the holders of record of the Debentures 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 Common Share Proceeds Investment or otherwise in excess of the Common Share Interest Payment Election Amount to the Company.

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

Section 11.02 Right to Repay Principal Amount and Accrued Interest Thereon at Maturity in Common Shares.

(a) Subject to the receipt of any required regulatory approvals and the other provisions of this Section 11.02, the Company may, at its option, in exchange for or in lieu of repaying the Debentures in money, elect to satisfy its obligation to repay the principal amount of all or any portion of the principal amount of the Debentures outstanding together with all accrued and unpaid interest thereon which is not paid in cash on the Maturity Date, by issuing and delivering to holders on the Maturity Date of such Debentures that number of Freely Tradeable Common Shares obtained by dividing the principal amount of the Debentures (or applicable portion thereof to be satisfied by the issuance and delivery of Freely Tradeable Common Shares) together with all accrued and unpaid interest thereon not otherwise paid in cash by 95% of the Current Market Price of the Common Shares on the Maturity Date (the “Common Share Repayment Right”).

(b) The Company shall exercise the Common Share Repayment Right by so specifying in the Maturity Notice, which shall be delivered to the Canadian Trustee and the Debentureholders not more than 60 days and not less than 30 days prior to the Maturity Date, and which shall also specify the aggregate principal amount of Debentures in respect of which it is exercising the Common Share Repayment Right and the applicable interest to be paid pursuant to this Section 11.02 on the Maturity Date.

(c) The Company’s right to exercise the Common Share Repayment Right shall be conditional upon the following conditions being met on the Business Day preceding the Maturity Date:

(i) the issuance of the Common Shares on the exercise of the Common Share Repayment Right shall be made in accordance with Canadian Securities Legislation and U.S. Securities Laws, and such Common Shares shall be issued as Freely Tradeable Common Shares;

44

(ii) such additional Freely Tradeable Common Shares shall be listed on a stock exchange on which the Common Shares are then listed, the Toronto Stock Exchange or a National Securities Exchange or quoted in an inter-dealer quotation system of any registered national securities association;

(iii) the Company shall be a reporting issuer in good standing under Canadian Securities Legislation in all jurisdictions in which the Company is a reporting issuer as of such date;

(iv) no Event of Default shall have occurred and be continuing;

(v) the Trustees shall have received an Officers’ Certificate stating that conditions (i), (ii), (iii) and (iv) above have been satisfied and setting forth the number of Common Shares to be delivered for each $1,000 principal amount of Debentures and the Current Market Price of the Common Shares on the Maturity Date; and

(vi) the Trustees shall have received an Opinion of Counsel to the effect that such Common Shares have been duly authorized and, when issued and delivered pursuant to the terms of this Supplemental Indenture in payment of the principal amount of the Debentures outstanding, together with all accrued and unpaid interest thereon, will be validly issued as fully paid and non-assessable, that conditions (i) and (ii) above have been satisfied and that, relying exclusively on certificates of good standing issued by the relevant securities authorities, condition (iii) above is satisfied, except that the opinion in respect of condition (iv) need not be expressed with respect to those provinces where certificates are not issued.

If the foregoing conditions are not satisfied prior to the close of business on the Business Day preceding the Maturity Date, the Company shall pay the principal amount of the Debentures outstanding, together with all accrued and unpaid interest thereon, in cash in accordance with Section 2.07, unless the Debentureholder waives the conditions which are not satisfied. The Company may not change the form of components or percentages of consideration to be paid for the Debentures once it has given the notice required to be given to Debentureholders hereunder, except as described in the preceding sentence. When the Company determines the actual number of Common Shares to be issued pursuant to the exercise of its Common Share Repayment Right, it will issue a press release on a national newswire disclosing the Current Market Price and such actual number of Common Shares.

(d) In the event that the Company duly exercises its Common Share Repayment Right, upon presentation and surrender of the Debentures for payment on the Maturity Date, at any place where a register is maintained pursuant to Article III or any other place specified in the Maturity Notice, the Company shall on or before 11:00 a.m. (Calgary time) on the Business Day immediately prior to the Maturity Date make the delivery to the Canadian Trustee for delivery to and on account of the holders, of Freely Tradeable Common Shares plus any interest to be paid in cash, if applicable, to which such holders are entitled. The Company shall also deposit with the Canadian Trustee a sum of money sufficient to pay any charges or expenses which may be incurred by the Canadian Trustee in connection with the Common Share Repayment Right. Every such deposit shall be irrevocable. From the Freely Tradeable Common Shares and cash, if applicable, so deposited, the Canadian Trustee shall pay or cause to be paid, to the holders of such Debentures, upon surrender of such Debentures, the principal amount of and premium (if any) and accrued interest on the Debentures to which they are respectively entitled on maturity and deliver to such holders the Freely Tradeable Common Shares and cash, if applicable, to which such holders are entitled. The delivery of such Freely Tradeable Common Shares to the Canadian Trustee will satisfy and discharge the liability of the Company for the Debentures to which the delivery of Freely Tradeable Common Shares and cash, if applicable, relates to the extent of the amount delivered (plus the amount of any Freely Tradeable Common Shares sold to pay applicable taxes in accordance with this Section 11.02) and such Debentures will thereafter to that extent not be considered as outstanding under this Indenture and such holder will have no other right in regard thereto other than to receive out of the Freely Tradeable Common Shares so delivered, the Freely Tradeable Common Shares and cash, if applicable, to which it is entitled.

45

(e) No fractional Freely Tradeable Common Shares shall be delivered upon the exercise of the Common Share Repayment Right but, in lieu thereof, the Company shall pay to the Canadian Trustee for the account of the holders, the cash equivalent thereof determined on the basis of the relevant fraction of the Current Market Price of a whole Common Share on the Maturity Date (less any tax required to be deducted, if any).

(f) A holder shall be treated as the shareholder of record of the Freely Tradeable Common Shares issued on due exercise by the Company of its Common Share Repayment Right effective immediately after the close of business on the Maturity Date, and shall be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends or distributions (including distributions and dividends in kind) thereon and arising thereafter, and in the event that the Canadian Trustee receives the same, it shall hold the same in trust for the benefit of such holder.

(g) The Company shall at all times reserve and keep available out of its authorized Common Shares (if the number thereof is or becomes limited), solely for the purpose of issue and delivery upon the exercise of the Company’s Common Share Repayment Right as provided herein, and shall issue to Debentureholders to whom Freely Tradeable Common Shares will be issued pursuant to exercise of the Common Share Repayment Right, such number of Freely Tradeable Common Shares as shall be issuable in such event. All Freely Tradeable Common Shares which shall be so issuable shall be duly and validly issued as fully paid and non-assessable.

(h) The Company shall comply with all Canadian Securities Legislation and U.S. Securities Laws regulating the issue and delivery of Freely Tradeable Common Shares upon exercise of the Common Share Repayment Right and shall cause to be listed and posted for trading such Freely Tradeable Common Shares on each stock exchange on which the Common Shares are then listed.

(i) The Company shall from time to time promptly pay, or make provision satisfactory to the Canadian Trustee for the payment of, all taxes and charges which may be imposed by the laws of Canada or any province thereof (except income tax, withholding tax or security transfer tax, if any) which shall be payable with respect to the issuance or delivery of Freely Tradeable Common Shares to holders upon exercise of the Common Share Repayment Right pursuant to the terms of the Debentures and of this Indenture.

(j) If the Company elects to satisfy its obligation to pay all or any portion of the principal amount of Debentures due on maturity together with all accrued and unpaid interest thereon by issuing Freely Tradeable Common Shares in accordance with this Section 11.02 and if the amount (or any portion thereof) to which a holder is entitled is subject to withholding taxes and the amount of the cash payment of the amount due on maturity, if any, is insufficient to satisfy such withholding taxes, the Canadian Trustee, on the Written Direction of the Company but for the account of the holder, shall sell, through the investment banks, brokers or dealers selected by the Company, out of the Freely Tradeable Common Shares issued by the Company for this purpose, such number of Freely Tradeable Common Shares that together with the cash component of the amount due on maturity 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 Company to the proper tax authorities within the period of time prescribed for this purpose under applicable laws.

46

ARTICLE XII

COMPULSORY ACQUISITION

Section 12.01 Definitions, In this Article:

(a) ”Affiliate” and “Associate” shall have their respective meanings set forth in the Securities Act (Alberta);

(b) ”Dissenting Debentureholders” means a Debentureholder who does not accept an Offer referred to in Section 12.02 and includes any assignee of the Debenture of a Debentureholder to whom such an Offer is made, whether or not such assignee is recognized under this Supplemental Indenture;

(c) ”Offer” means an offer to acquire outstanding Debentures, which is a take-over bid for Debentures within the meaning ascribed thereto in MI 62-104, where, as of the date of the offer to acquire, the Debentures that are subject to the offer to acquire, together with the Offeror’s Debentures, constitute in the aggregate 20% or more of the outstanding principal amount of the Debentures;

(d) ”offer to acquire” includes an acceptance of an offer to sell;

(e) ”Offeror” means a person, or two or more persons acting jointly or in concert, who make an Offer to acquire Debentures; and

(f) ”Offeror’s Debentures” means Debentures 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.

Section 12.02 Offer for Debentures. If an Offer for all of the outstanding Debentures (other than Debentures beneficially owned, or over which control or direction is exercised by, the Offeror or an Affiliate or Associate of the Offeror) or any person or company acting jointly or in concert with the Offeror and:

(a) 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 Debentureholders representing at least 90% of the outstanding principal amount of the Debentures, other than the Offeror’s Debentures;

(b) the Offeror is bound to take up and pay for, or has taken up and paid for the Debentures of the Debentureholders who accepted the Offer; and

(c) the Offeror complies with Section 12.03 and Section 12.05,

the Offeror is entitled to acquire, and the Dissenting Debentureholders are required to sell to the Offeror, the Debentures held by the Dissenting Debentureholder for the same consideration per Debenture payable or paid, as the case may be, under the Offer.

Section 12.03 Offeror’s Notice to Dissenting Debentureholders. Where an Offeror is entitled to acquire Debentures held by Dissenting Debentureholders pursuant to Section 12.02 and the Offeror wishes to exercise such right, the Offeror shall send by registered mail within 30 days after the date of termination of the Offer a notice (the “Offeror’s Notice to Dissenting Debentureholders”) in substantially the form of Exhibit D to each Dissenting Debentureholder stating that:

47

(a) Debentureholders holding at least 90% of the principal amount of all outstanding Debentures, other than Offeror’s Debentures, have accepted the Offer;

(b) the Offeror is bound to take up and pay for, or has taken up and paid for, the Debentures of the Debentureholders who accepted the Offer;

(c) Dissenting Debentureholders must transfer their respective Debentures to the Offeror on the terms on which the Offeror acquired the Debentures of the Debentureholders who accepted the Offer within 21 days after the date of the sending of the Offeror’s Notice to Dissenting Debentureholders; and

(d) Dissenting Debentureholders must send their respective Debenture certificate(s) to the Canadian Trustee within 21 days after the date of the sending of the Offeror’s Notice to Dissenting Debentureholders.

Section 12.04 Delivery of Debenture Certificates. A Dissenting Debentureholder to whom an Offeror’s Notice to Dissenting Debentureholders is sent pursuant to Section 12.03 shall, within 21 days after the sending of the Offeror’s Notice to Dissenting Debentureholders, send its Debenture certificate(s) to the Canadian Trustee duly endorsed for transfer.

Section 12.05 Payment of Consideration to Canadian Trustee. Within 21 days after the Offeror sends an Offeror’s Notice to Dissenting Debentureholders pursuant to Section 12.03, the Offeror shall pay or transfer to the Canadian Trustee, or to such other person as the Canadian Trustee may direct, the cash or other consideration that is payable to Dissenting Debentureholders pursuant to Section 12.02. The acquisition by the Offeror of all Debentures held by all Dissenting Debentureholders shall be effective as of the time of such payment or transfer.

Section 12.06 Consideration to be held in Trust. The Canadian Trustee, or the person directed by the Canadian Trustee, shall hold in trust for the Dissenting Debentureholders the cash or other consideration they or it receives under Section 12.05. The Canadian Trustee, or such persons, shall deposit cash in a separate account in a Canadian chartered bank, or other body corporate, any of whose deposits are insured by the Canada Deposit Insurance Corporation, and shall place other consideration in the custody of a Canadian chartered bank or such other body corporate.

Section 12.07 Completion of Transfer of Debentures to Offeror. Within 30 days after the date of the sending of an Offeror’s Notice to Dissenting Debentureholders pursuant to Section 12.03, the Canadian Trustee, if the Offeror has complied with Section 12.05, shall:

(a) do all acts and things and execute and cause to be executed all instruments as in the Canadian Trustee’s opinion may be necessary or desirable to cause the transfer of the Debentures of the Dissenting Debentureholders to the Offeror;

(b) send to each Dissenting Debentureholder who has complied with Section 12.04 the consideration to which such Dissenting Debentureholder is entitled under this Article XII; and

(c) send to each Dissenting Debentureholder who has not complied with Section 12.04 a notice stating that:

(i) its Debentures have been transferred to the Offeror;

48

(ii) the Canadian Trustee or some other person designated in such notice is holding in trust the consideration for such Debentures; and

(iii) the Canadian Trustee, or such other person, will send the consideration to such Dissenting Debentureholder as soon as possible after receiving such Dissenting Debentureholder’s Debenture certificate(s) or such other documents as the Canadian Trustee or such other person may require in lieu thereof;

and the Canadian Trustee is hereby appointed the agent and attorney of the Dissenting Debentureholders for the purposes of giving effect to the foregoing provisions.

Section 12.08 Communication of Offer to Trust. An Offeror cannot make an Offer for Debentures unless, concurrent with the communication of the Offer to any Debentureholder, a copy of the Offer is provided to the Company.

ARTICLE XIII

SUBORDINATION

Section 13.01 Applicability of Article. The indebtedness, liabilities and obligations of the Company hereunder (except as provided in Section 7.06 of the Original Indenture) or under the Debentures, whether on account of principal, premium, if any, interest or otherwise, including any payment of cash in lieu of the issuance of fractional Common Shares, but excluding the issuance of Common Shares upon any conversion pursuant to Article IX, upon any redemption pursuant to Article X, or at maturity pursuant to Article X (collectively, the “Debenture Liabilities”), shall be subordinated, and, upon the occurrence of an event of default under the Senior Indebtedness, postponed, and subject in right of payment, to the extent and in the manner hereinafter set forth in the following Sections of this Article XIII, to the full and final payment of all Senior Indebtedness, and each holder of any such Debenture by its acceptance thereof agrees to and shall be bound by the provisions of this Article XIII.

Section 13.02 Order of Payment. In the event of any insolvency or bankruptcy proceedings, or any receivership, creditor enforcement, realization, liquidation, reorganization or other similar proceedings relative to the Company, or to its property or assets, whether voluntary or involuntary, partial or complete, or in the event of any proceedings for liquidation, dissolution or winding-up of the Company, whether or not involving insolvency or bankruptcy and whether voluntary or involuntary, partial or complete, or any marshalling of the assets and liabilities of the Company:

(a) all Senior Indebtedness shall first be paid in full, or provision made for such payment, before any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable on account of Debenture Liabilities;

(b) any payment or distribution of assets of the Company, whether in cash, property or securities, to which the holders of the Debentures or the Trustees on behalf of such holders would be entitled except for the provisions of this Article XIII, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness may have been issued, to the extent necessary to pay all Senior Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Senior Indebtedness; and

49

(c) the Senior Creditors or a receiver or a receiver-manager of the Company or of all or part of its assets or any other enforcement agent may sell, mortgage, or otherwise dispose of the Company’s assets in whole or in part, free and clear of all Debenture Liabilities and without the approval of the Debentureholders or the Trustees or any requirement to account to the Trustees or the Debentureholders.

The rights and priority of the Senior Indebtedness and the subordination pursuant hereto shall not be affected by:

(i) whether or not the Senior Indebtedness is secured;

(ii) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of the Senior Security;

(iii) the time or order of the attachment, perfection or crystallization of any security constituted by the Senior Security;

(iv) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security;

(v) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Senior Creditors, or any of them or the Debentureholders or any of them to any money or property of the Company;

(vi) the failure to exercise any power or remedy reserved to the Senior Creditors under the Senior Security or to insist upon a strict compliance with any terms thereof;

(vii) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses;

(viii) the date of giving or failing to give notice to or making demand upon the Company; or

(ix) any other matter whatsoever.

Section 13.03 Subrogation to Rights of Holders of Senior Indebtedness. Subject to the prior payment in full of all Senior Indebtedness, the Debentureholders shall be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distributions of assets of the Company to the extent of the application thereto of such payments or other assets which would have been received by the holders of the Debentures but for the provisions hereof until the principal of, premium, if any, and interest on the Debentures shall be paid in full, and no such payments or distributions to the holders of the Debentures of cash, property or securities, which otherwise would be payable or distributable to the holders of the Senior Indebtedness, shall, as between the Company, its creditors other than the holders of Senior Indebtedness, and the Debentureholders, be deemed to be a payment by the Company to the holders of the Senior Indebtedness or on account of the Senior Indebtedness, it being understood that the provisions of this Article XIII are and are intended solely for the purpose of defining the relative rights of the Debentureholders, on the one hand, and the holders of Senior Indebtedness, on the other hand.

50

The Canadian Trustee, for itself and on behalf of each of the Debentureholders, hereby waives any and all rights to require a Senior Creditor to pursue or exhaust any rights or remedies with respect to the Company or any property and assets subject to any Senior Security or in any other manner to require the marshalling of property, assets or security in connection with the exercise by the Senior Creditors of any rights, remedies or recourses available to them.

Section 13.04 Obligation to Pay Not Impaired. Nothing contained in this Article XIII or elsewhere in this Supplemental Indenture or in the Debentures is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness, and the holders of the Debentures, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Debentures the principal of, premium, if any, and interest on the Debentures, as and when the same shall become due and payable in accordance with their terms, or affect the relative rights of the holders of the Debentures and creditors of the Company other than the holders of the Senior Indebtedness, nor shall anything herein or therein prevent the Trustees or the holder of any Debenture from exercising all remedies otherwise permitted by applicable law upon default under this Supplemental Indenture, subject to the rights, if any, under this Article XIII of the holders of Senior Indebtedness.

Section 13.05 No Payment if Senior Indebtedness in Default. Upon the maturity of any Senior Indebtedness by lapse of time, acceleration or otherwise, or any other enforcement of any Senior Indebtedness, then, except as provided in Section 13.08, all such Senior Indebtedness shall first be paid in full, or shall first have been duly provided for, before any payment is made on account of the Debenture Liabilities.

In case of a circumstance constituting a default or event of default with respect to any Senior Indebtedness permitting (whether at that time or upon notice, lapse of time, or satisfaction of any other condition precedent) a Senior Creditor to demand payment or accelerate the maturity thereof where the notice of such default or event of default has been given by or on behalf of any of the holders of any of the Senior Indebtedness to the Company or the Company otherwise has knowledge thereof, unless and until such default or event of default shall have been cured or waived or shall have ceased to exist, no payment (by purchase of Debentures or otherwise) shall be made by the Company with respect to the Debenture Liabilities and neither the Trustees nor the Debentureholders shall be entitled to demand, institute proceedings for the collection of (which shall, for certainty include proceedings related to an adjudication or declaration as to the insolvency or bankruptcy of the Company and other similar creditor proceedings), or receive any payment or benefit (including without limitation by set-off, combination of accounts or otherwise in any manner whatsoever) on account of the Debentures after the happening of such a default or event of default (except as provided in Section 13.08), and unless and until such default or event of default shall have been cured or waived or shall have ceased to exist, such payments shall be held in trust for the benefit of, and, if and when such Senior Indebtedness shall have become due and payable, shall be paid over to, the holders of the Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing an amount of the Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.

The fact that any payment hereunder is prohibited by this Section 13.05 shall not prevent the failure to make such payment from being an Event of Default hereunder.

Section 13.06 Payment on Debentures Permitted. Nothing contained in this Article XIII or elsewhere in this Supplemental Indenture, or in any of the Debentures, shall affect the obligation of the Company to make, or prevent the Company from making, at any time except as prohibited by Section 13.02 or Section 13.05, any payment of principal of or, premium, if any, or interest on the Debentures.

51

The fact that any such payment is prohibited by Section 13.02 or Section 13.05 shall not prevent the failure to make such payment from being an Event of Default hereunder. Nothing contained in this Article XIII or elsewhere in this Supplemental Indenture, or in any of the Debentures, shall prevent the conversion of the Debentures or, except as prohibited by Section 13.02 or Section 13.05, the application by the Trustees of any monies deposited with the Trustees hereunder for the purpose, to the payment of or on account of the Debenture Liabilities.

Section 13.07 Confirmation of Subordination. Each holder of Debentures by its acceptance thereof authorizes and directs the Canadian Trustee on its behalf to take such action as may be necessary or appropriate to effect the subordination as provided in this Article XIII and appoints the Canadian Trustee its attorney-in-fact for any and all such purposes. Upon request of the Company, and upon being furnished an Officers’ Certificate stating that one or more named persons are Senior Creditors and specifying the amount and nature of the Senior Indebtedness of such Senior Creditor, the Canadian Trustee shall enter into a contractual subordination agreement or agreements with the Company and the person or persons named in such Officers’ Certificate providing that such person or persons are entitled to all the rights and benefits of this Article XIII as a Senior Creditor and for such other matters, including those in addition to the provisions of this Article XIII, such as an agreement not to amend the provisions of this Article XIII and the definitions herein without the consent of such Senior Creditor, as the Senior Creditor may reasonably request. Such agreement shall be conclusive evidence that the indebtedness specified therein is Senior Indebtedness, however, nothing herein shall impair the rights of any Senior Creditor who has not entered into such an agreement.

Section 13.08 Knowledge of Trustees. Notwithstanding the provisions of this Article XIII or any provision contained in this Supplemental Indenture or in the Debentures, the Trustees will not be charged with knowledge of any Senior Indebtedness or of any default in the payment thereof, or of the existence of any Event of Default or any other fact that would prohibit the making of any payment of monies to or by any Trustee, or the taking of any other action by the Trustees, unless and until the applicable Trustee has received written notice thereof from the Company, any Debentureholder or any Senior Creditor.

Section 13.09 Trustees May Hold Senior Indebtedness. The Trustees are entitled to all the rights set forth in this Article XIII with respect to any Senior Indebtedness at the time held by it, to the same extent as any other holder of Senior Indebtedness, and nothing in this Supplemental Indenture deprives any Trustee of any of its rights as such holder.

Section 13.10 Rights of Holders of Senior Indebtedness Not Impaired. No right of any present or future holder of any Senior Indebtedness to enforce the subordination herein will at any time or in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any non-compliance by the Company with the terms, provisions and covenants of this Supplemental Indenture, regardless of any knowledge thereof which any such holder may have or be otherwise charged with.

Section 13.11 Altering the Senior Indebtedness. The holders of the Senior Indebtedness have the right to extend, renew, modify or amend the terms of the Senior Indebtedness or any security therefor and to release, sell or exchange such security and otherwise to deal freely with the Company, all without notice to or consent of the Debentureholders or the Trustees and without affecting the liabilities and obligations of the parties to this Supplemental Indenture or the Debentureholders.

52

Section 13.12 Additional Indebtedness. This Supplemental Indenture does not restrict the Company from incurring additional indebtedness for borrowed money or other obligations or liabilities (including Senior Indebtedness) or mortgaging, pledging or charging its properties to secure any indebtedness or obligations or liabilities.

Section 13.13 Right of Debentureholder to Receive Common Shares Not Impaired. The subordination of the Debentures to the Senior Indebtedness and the provisions of this Article XIII do not impair in any way the right of a Debentureholder to receive Common Shares in respect of principal and interest upon any conversion pursuant to Article IX, upon any redemption pursuant to Article X or at maturity pursuant to Article XI.

Section 13.14 Invalidated Payments. In the event that any of the Senior Indebtedness shall be paid in full and subsequently, for whatever reason, such formerly paid or satisfied Senior Indebtedness becomes unpaid or unsatisfied, the terms and conditions of this Article XIII shall be reinstated and the provisions of this Article XIII shall again be operative until all Senior Indebtedness is repaid in full, provided that such reinstatement shall not give the Senior Creditors any rights or recourses against the Trustees or the Debentureholders for amounts paid to the Debentureholders subsequent to such payment or satisfaction in full and prior to such reinstatement.

Section 13.15 Contesting Security . Each Trustee, for itself and on behalf of the Debentureholders, agrees that it shall not contest or bring into question the validity, perfection or enforceability of any of the Senior Indebtedness, the Senior Security, or the relative priority of the Senior Security.

ARTICLE XIV

MISCELLANEOUS

Section 14.01 Ratification and Incorporation of Original Indenture. As amended and supplemented hereby with respect to the Debentures, the Original Indenture is in all respects ratified and confirmed, and the Original Indenture and this Supplemental Indenture shall be read, taken and construed as one and the same instrument.

Section 14.02 Governing Law. THIS SUPPLEMENTAL INDENTURE AND EACH DEBENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF ALBERTA AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN AND SHALL BE TREATED IN ALL RESPECTS AS ALBERTA CONTRACTS; PROVIDED, THAT THE RIGHTS, PROTECTIONS, DUTIES, OBLIGATIONS AND IMMUNITIES OF THE U.S. TRUSTEE HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK.

Section 14.03 Immunity of Directors, Officers and Others. The Debentureholders and the Trustees hereby waive and release any right, cause of action or remedy now or hereafter existing in any jurisdiction against any past, present or future officer, director or employee of the Company or holder of Common Shares of the Company or of any successor for the payment of the principal of or premium or interest on any of the Debentures or on any covenant, agreement, representation or warranty by the Company contained herein or in the Debentures.

Section 14.04 Payments on Business Days. In any case where any Interest Payment Date, Maturity Date, Redemption Date, Conversion Date or Change of Control Purchase Date is not a Business Day, then the required payment or delivery will be made on the next succeeding Business Day with the same force and effect as if made on such date, and no interest shall accrue for the period from and after such date to that next succeeding Business Day.

53

Section 14.05 No Security Interest Created . Nothing in this Supplemental Indenture or in the Debentures, expressed or implied, shall be construed to constitute a security interest under the Uniform Commercial Code, the Personal Property Security Act (Alberta) or similar legislation, as now or hereafter enacted and in effect, in any jurisdiction.

Section 14.06 Trust Indenture Act. Each of the Company and the U.S. Trustee agrees to comply with all provisions of the Trust Indenture Act applicable to or binding upon it in connection with the Indenture and each Debenture. If and to the extent that any provision of the Indenture, the Debentures or applicable law limits, qualifies or conflicts with any mandatory requirement of the Trust Indenture Act (and notwithstanding any provisions of the Indenture or the Debentures to the contrary), such mandatory requirement shall prevail. For greater certainty, if and to the extent that any provision of the Indenture, the Debentures or applicable law limits, qualifies or conflicts with the duties imposed by Sections 310 to 318, inclusive, of the Trust Indenture Act, or conflicts with any provision required by or deemed to be included in the Indenture, by operation of such Trust Indenture Act sections (and notwithstanding any provisions of the Indenture or the Debentures to the contrary), the Trust Indenture Act shall control.

Section 14.07 Conflict with Original Indenture. To the extent any provision hereof conflicts with the rights, powers, protections, immunities, and indemnities provided to the Trustees under the Original Indenture, the Original Indenture shall control.

Section 14.08 Benefits of Indenture. Nothing in this Supplemental Indenture or in the Debentures, expressed or implied, shall give to any Person, other than the parties hereto, any Paying Agent, any Conversion Agent, any authenticating agent, any Debenture Registrar and their successors hereunder or the Debentureholders, any benefit or any legal or equitable right, remedy or claim under this Supplemental Indenture.

Section 14.09 Calculations. Except as otherwise provided herein, the Company will be responsible for making all calculations called for under this Supplemental Indenture and the Debentures (including any determinations of the VWAP, accrued interest, the applicable Conversion Price and the Conversion Rate). The Company shall make all such calculations in good faith and, absent manifest error; its calculations will be final and binding on Debentureholders. The Company upon request shall provide a schedule of its calculations to each of the Trustees and the Conversion Agent, and each of the Trustees and Conversion Agent is entitled to rely conclusively upon the accuracy of the Company’s calculations without independent verification. The Canadian Trustee shall deliver a copy of such schedule to any Debentureholder upon the written request of such Debentureholder.

Section 14.10 Table of Contents, Headings, Etc. The article and section headings herein and in the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 14.11 Execution in Counterparts. This Supplemental Indenture may be simultaneously executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument. Delivery of an executed signature page to this Supplemental Indenture by any party hereto by facsimile transmission, PDF or other form of electronic transmission, including through DocuSign and similar applications, shall be as effective as delivery of a manually executed copy of this Supplemental Indenture by such party.

Section 14.12 Severability. In case any provision in this Supplemental Indenture or the Debentures shall be invalid, illegal or unenforceable, such provision shall be deemed to be severed herefrom or therefrom and the validity, legality and enforceability of the remaining provisions shall not in any way be affected, prejudiced or impaired thereby.

54

Section 14.13 The Trustees. The Trustees shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company. The Company hereby authorizes and directs the Trustees to execute and deliver this Supplemental Indenture.

[Signature Page Follows]

55

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be signed on their behalf by their duly authorized representatives as of the date first above written.

DIRTT ENVIRONMENTAL SOLUTIONS LTD.
By:	/s/ Kevin O’Meara
	Name: Kevin O’Meara
	Title: President and Chief Executive Officer
By:	/s/ Geoffrey Krause
	Name: Geoffrey Krause
	Title: Chief Financial Officer
COMPUTERSHARE TRUST COMPANY OF CANADA, as Canadian Trustee
By:	/s/ Angela Fletcher
	Name: Angela Fletcher
	Title: Corporate Trust Officer
By:	/s/ Beatriz Fedozzi
	Name: Beatriz Fedozzi
	Title: Corporate Trust Officer
COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as U.S. Trustee
By:	/s/ Jerry Urbanek
	Name: Jerry Urbanek
	Title: Trust Officer

EXHIBIT A

[FORM OF GLOBAL DEBENTURE]

This Debenture is a Global Debenture within the meaning of the Indenture herein referred to and is registered in the name of a Depository or a nominee thereof. This Debenture may not be transferred to or exchanged for Debentures registered in the name of any person other than the Depository or a nominee thereof and no such transfer may be registered except in the limited circumstances described in the Indenture. Every Debenture authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, this Debenture shall be a Global Debenture subject to the foregoing, except in such limited circumstances described in the Indenture.

Unless this certificate is presented by an authorized representative of CDS Clearing and Depository Services Inc. (“CDS”) to DIRTT Environmental Solutions Ltd. (the “Issuer”) or its agent for registration of transfer, exchange or payment, and any certificate issued in respect thereof is registered in the name of CDS & Co., or in such other name as is requested by an authorized representative of CDS (and any payment is made to CDS & Co. or to such other entity as is requested by an authorized representative of CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered holder hereof, CDS & Co., has a property interest in the securities represented by this certificate herein and it is a violation of its rights for another person to hold, transfer or deal with this certificate.

CUSIP 25490HAA4

ISIN CA25490HAA47

No.• $•

DIRTT ENVIRONMENTAL SOLUTIONS LTD.

(A corporation incorporated under the laws of Alberta)

6.00% CONVERTIBLE UNSECURED SUBORDINATED DEBENTURE

DUE JANUARY 31, 2026

DIRTT ENVIRONMENTAL SOLUTIONS LTD. (the “Company” or the “Issuer”) for value received hereby acknowledges itself indebted and, subject to the provisions of the Indenture dated as of January 25, 2021 among the Company, Computershare Trust Company of Canada (the “Canadian Trustee”) and Computershare Trust Company, National Association (the “US Trustee”), as supplemented pursuant to the first supplemental indenture dated January 25, 2021 among the Company, the Canadian Trustee and the US Trustee (collectively, the “Indenture”), promises to pay to the registered holder hereof on January 31, 2026 (the “Maturity Date”) or on such earlier date as the principal amount hereof may become due in accordance with the provisions of the Indenture the principal sum of • Dollars ($•) in lawful money of Canada on presentation and surrender of this Initial Debenture at the main branch of the Canadian Trustee in Calgary, Alberta or in Toronto, Ontario in accordance with the terms of the Indenture and, subject as hereinafter provided, to pay interest on the principal amount hereof from the date hereof, or from the last Interest Payment Date to which interest shall have been paid or made available for payment hereon, whichever is later, at the rate of 6.00% per annum (based on a year of 365 days), in like money, in arrears (with the exception of the first interest payment which will include interest from January 25, 2021 as set forth below) semi-annual instalments (less any tax required by law to be deducted) on January 31 and July 31 in each year commencing on July 31, 2021 and the last payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date) to fall due on the Maturity Date and, should the Company at any time make default in the payment of any principal, premium, if any, or interest, to pay interest on the amount in default at the same rate, in like money in accordance with the terms of the Indenture. For certainty, the first interest payment will include interest accrued from January 25, 2021 to, but excluding July 31, 2021, which will be equal to $30.74 for each $1,000 principal amount of the Initial Debentures.

Interest hereon shall be payable by cheque mailed by prepaid ordinary mail or by electronic transfer of funds to the registered holder hereof and, subject to the provisions of the Indenture, the mailing of such cheque shall, to the extent of the sum represented thereby (plus the amount of any tax withheld), satisfy and discharge all liability for interest on this Initial Debenture.

This Initial Debenture is one of the 6.00% Convertible Unsecured Subordinated Debentures (referred to herein as the “Initial Debentures”) of the Company issued or issuable in one or more series under the provisions of the Indenture. The Initial Debentures authorized for issue immediately are limited to an aggregate principal amount of $40,250,000 in lawful money of Canada. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Initial Debentures are or are to be issued and held and the rights and remedies of the holders of the Initial Debentures and of the Company and of the Canadian Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Initial Debenture by acceptance hereof assents.

The Initial Debentures are issuable only in denominations of $1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Debentures of any denomination may be exchanged for an equal aggregate principal amount of Debentures in any other authorized denomination or denominations.

Any part, being $1,000 or an integral multiple thereof, of the principal of this Initial Debenture, provided that the principal amount of this Initial Debenture is in a denomination in excess of $1,000, is convertible, at the option of the holder hereof, upon surrender of this Initial Debenture at the principal office of the Canadian Trustee in Calgary, Alberta or in Toronto, Ontario, at any time up to but not after the close of business on the last Business Day immediately preceding the Maturity Date or, if this Initial Debenture is called for redemption on or prior to such date, then, to the extent so called for redemption, up to but not after the close of business on the last Business Day immediately preceding the date specified for redemption of this Initial Debenture, into Common Shares (without adjustment for interest accrued hereon or for dividends or distributions on Common Shares issuable upon conversion) at a conversion price of $4.65 (the “Conversion Price”) per Common Share, being a rate of approximately 215.0538 Common Shares for each $1,000 principal amount of Initial Debentures, all subject to the terms and conditions and in the manner set forth in the Indenture. No Initial Debentures may be converted during the five Business Days preceding and including January 31 and July 31 in each year, as the registers of the Canadian Trustee will be closed during such periods. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Common Shares will be issued on any conversion but in lieu thereof, the Company will satisfy such fractional interest by a cash payment equal to the market price of such fractional interest determined in accordance with the Indenture. Holders converting their Debentures will receive accrued and unpaid interest thereon. Holders converting their Debentures will become holders of record of Common Shares on the date of conversion provided that, if a Debenture is surrendered for conversion on a day on which the register of Common Shares is closed, the person entitled to receive Common Shares will become the holder of record of such Common Shares as at the date on which such register is next reopened.

2

This Initial Debenture may be redeemed at the option of the Company on the terms and conditions set out in the Indenture at the redemption price therein and herein set out provided that this Initial Debenture is not redeemable before January 31, 2024, except in the event of the satisfaction of certain conditions after a Change of Control has occurred. On and after January 31, 2024 and prior to January 31, 2025, and provided that the Current Market Price of the Common Shares of the Company is at least 125% of the Conversion Price of the Initial Debentures, the Initial Debentures are redeemable at the option of the Company at a price equal to $1,000 per Initial Debenture plus accrued and unpaid interest and otherwise on the terms and conditions described in the Indenture. On and after January 31, 2025 and prior to the Maturity Date, the Initial Debentures are redeemable at the option of the Company at a price equal to $1,000 per Initial Debenture plus accrued and unpaid interest and otherwise on the terms and conditions described in the Indenture. The Company may, on notice as provided in the Indenture, at its option and subject to any applicable regulatory approval, elect to satisfy its obligation to pay all or any portion of the applicable Redemption Price or any portion of the principal amount of this Initial Debenture due on the Maturity Date, together with all or any portion of accrued and unpaid interest thereon, by the issue of that number of Common Shares obtained by dividing the applicable Redemption Price or, in the case of maturity, the principal amount of this Initial Debenture (or that portion to be paid for in Common Shares pursuant to the exercise by the Company of the Common Share Repayment Right), together with all accrued and unpaid interest thereon (or that portion of interest to be paid for in Common Shares), by 95% of the volume weighted average trading price of the Common Shares on the Toronto Stock Exchange or such other stock exchange on which the Initial Debentures may be listed for the 20 consecutive trading days ending on the fifth trading day preceding the Redemption Date or the Maturity Date, as applicable.

Within 30 days following the occurrence of a Change of Control of the Company, the Company is required to make a cash offer to purchase all of the Initial Debentures at a price equal to 101% of the principal amount of such Initial Debentures plus accrued and unpaid interest (if any) up to, but excluding, the date the Initial Debentures are so repurchased (the “Change of Control Purchase Offer”). If 90% or more of the principal amount of all Debentures outstanding on the date the Company provides notice of a Change of Control to the Canadian Trustee have been tendered for purchase pursuant to the Change of Control Purchase Offer, the Company has the right to redeem all the remaining outstanding Initial Debentures on the same date and at the same price, subject to the terms and conditions and in the manner set out in the Indenture.

In addition to the requirement for the Company to make a Change of Control Purchase Offer in the event of a Change of Control, if a Change of Control occurs in which 10% or more of the consideration for the Common Shares in the transaction or transactions constituting a Change of Control consists of:

(i) cash, other than cash payments for fractional Common Shares and cash payments made in respect of dissenter’s appraisal rights;

(ii) equity securities that are not traded or intended to be traded immediately following such transactions on a recognized stock exchange; or

(iii) other property that is not traded or intended to be traded immediately following such transactions on a recognized stock exchange,

then subject to regulatory approvals, during the period beginning ten trading days before the anticipated date on which the Change of Control becomes effective and ending at the close of business on the date that is 30 days after the Change of Control Purchase Offer is sent to, holders of Debentures will be entitled to convert their Debentures, subject to certain limitations, and receive, in addition to the number of Common Shares they would otherwise be entitled to receive, an additional number of Common Shares per $1,000 principal amount of Debentures calculated in accordance with the terms of the Indenture.

3

If an offer is made for the Initial Debentures which is a take-over bid for the Initial Debentures within the meaning of applicable Canadian securities laws and 90% or more of the principal amount of all the Initial Debentures (other than Initial Debentures beneficially owned, or over which control or direction is exercised by the Offeror, associates or affiliates of the Offeror, or anyone acting jointly or in concert with the Offeror) are taken up and paid for by the Offeror, the Offeror will be entitled to acquire the Initial Debentures of those holders who did not accept the offer on the same terms as the Offeror acquired the first 90% of the principal amount of the Initial Debentures.

The indebtedness evidenced by this Initial Debenture, and by all other Initial Debentures now or hereafter certified and delivered under the Indenture, is a direct unsecured obligation of the Company, and is subordinated in right of payment, to the extent and in the manner provided in the Indenture, to the prior payment in full of all Senior Indebtedness, whether outstanding at the date of the Indenture or thereafter created, incurred, assumed or guaranteed.

The principal hereof may become or be declared due and payable before the stated maturity in the events, in the manner, with the effect and at the times provided in the Indenture.

The Indenture contains provisions making binding upon all holders of Debentures outstanding thereunder resolutions passed at meetings of such holders held in accordance with such provisions and instruments signed by the holders of a specified percentage of the principal amount of Debentures outstanding, which resolutions or instruments may have the effect of amending the terms of this Initial Debenture or the Indenture.

The Indenture contains provisions disclaiming any personal liability on the part of holders of Common Shares and officers, directors and employees of the Company in respect of any obligation or claim arising out of the Indenture or this Debenture.

This Initial Debenture may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Canadian Trustee in the City of Calgary or the City of Toronto and in such other place or places and/or by such other registrars (if any) as the Company with the approval of the Canadian Trustee may designate. No transfer of this Initial Debenture shall be valid unless made on the register by the registered holder hereof or its executors or administrators or other legal representatives, or its attorney duly appointed by an instrument in form and substance satisfactory to the Canadian Trustee or other registrar, and upon compliance with such reasonable requirements as the Canadian Trustee and/or other registrar may prescribe and upon surrender of this Initial Debenture for cancellation. Thereupon a new Initial Debenture or Initial Debentures in the same aggregate principal amount shall be issued to the transferee in exchange hereof.

This Initial Debenture shall not become obligatory for any purpose until it shall have been certified by the Canadian Trustee under the Indenture.

Capitalized words or expressions used in this Initial Debenture shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture.

4

IN WITNESS WHEREOF DIRTT ENVIRONMENTAL SOLUTIONS LTD. has caused this Debenture to be signed by its authorized representatives as of the [•] day of January, 2021.

DIRTT ENVIRONMENTAL SOLUTIONS LTD.

    By:

    By:

5

(FORM OF TRUSTEE’S CERTIFICATE)

This Initial Debenture is one of the 6.00% Convertible Unsecured Subordinated Debentures due 2026 referred to in the Indenture within mentioned.

COMPUTERSHARE TRUST COMPANY OF CANADA

By:
	(Authorized Officer)

(FORM OF REGISTRATION PANEL)

(No writing hereon except by Trustee or other registrar)

Date of Registration In Whose Name Registered Signature of Trustee or Registrar

6

FORM OF TRANSFER OR ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _________________, whose address and social insurance number, if applicable, are set forth below, this Initial Debenture (or $_______ principal amount hereof*) of DIRTT ENVIRONMENTAL SOLUTIONS LTD. standing in the name(s) of the undersigned in the register maintained by the Company with respect to such Initial Debenture and does hereby irrevocably authorize and direct the Canadian Trustee to transfer such Initial Debenture in such register, with full power of substitution in the premises.

Dated:

Address of Transferee:

(Street Address, City, Province and Postal Code)

Social Insurance Number of Transferee, if applicable

* If less than the full principal amount of the within Initial Debenture is to be transferred, indicate in the space provided the principal amount (which must be $1,000 or an integral multiple thereof, unless you hold an Initial Debenture in a non-integral multiple of $1,000 by reason of your having exercised your right to exchange upon the making of a Change of Control Purchase Offer, in which case such Initial Debenture is transferable only in its entirety) to be transferred.

1. The signature(s) to this assignment must correspond with the name(s) as written upon the face of this Initial Debenture 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”.

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

Signature of Guarantor:

Authorized Officer	Signature of transferring registered holder
Name of Institution

7

EXHIBIT “1”

TO CDS GLOBAL DEBENTURE

DIRTT ENVIRONMENTAL SOLUTIONS LTD.

6.00% CONVERTIBLE UNSECURED SUBORDINATED DEBENTURES

DUE JANUARY 31, 2026

Initial Principal Amount: $• CUSIP 25490HAA4
ISIN CA25490HAA47

Authorization:

ADJUSTMENTS

Date Amount of
Increase Amount of
Decrease New Principal
Amount Authorization

8

FORM OF U.S. CERTIFICATED DEBENTURE

THIS DEBENTURE IS A GLOBAL DEBENTURE WITHIN THE MEANING OF THE INDENTURE HEREIN REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS DEBENTURE MAY NOT BE TRANSFERRED TO OR EXCHANGED FOR DEBENTURES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY DEBENTURE AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS DEBENTURE SHALL BE A GLOBAL DEBENTURE SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO DIRTT ENVIRONMENTAL SOLUTIONS LTD. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.

CUSIP 25490HAA4

ISIN CA25490HAA47

No. • $•

DIRTT ENVIRONMENTAL SOLUTIONS LTD.

(A corporation incorporated under the laws of Alberta)

6.00% CONVERTIBLE UNSECURED SUBORDINATED DEBENTURE

DUE JANUARY 31, 2026

DIRTT ENVIRONMENTAL SOLUTIONS LTD. (the “Company” or the “Issuer”) for value received hereby acknowledges itself indebted and, subject to the provisions of the Indenture dated as of January 25, 2021 among the Company, Computershare Trust Company of Canada (the “Canadian Trustee”) and Computershare Trust Company, National Association (the “US Trustee”), as supplemented pursuant to the first supplemental indenture dated January 25, 2021 among the Company, the Canadian Trustee and the US Trustee (collectively, the “Indenture”), promises to pay to the registered holder hereof on January 31, 2026 (the “Maturity Date”) or on such earlier date as the principal amount hereof may become due in accordance with the provisions of the Indenture the principal sum of • Dollars ($•) in lawful money of Canada on presentation and surrender of this Initial Debenture at the main branch of the Canadian Trustee in Calgary, Alberta or in Toronto, Ontario in accordance with the terms of the Indenture and, subject as hereinafter provided, to pay interest on the principal amount hereof from the date hereof, or from the last Interest Payment Date to which interest shall have been paid or made available for payment hereon, whichever is later, at the rate of 6.00% per annum (based on a year of 365 days), in like money, in arrears (with the exception of the first interest payment which will include interest from January 25, 2021 as set forth below) semi-annual instalments (less any tax required by law to be deducted) on January 31 and July 31 in each year commencing on July 31, 2021 and the last payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date) to fall due on the Maturity Date and, should the Company at any time make default in the payment of any principal, premium, if any, or interest, to pay interest on the amount in default at the same rate, in like money in accordance with the terms of the Indenture. For certainty, the first interest payment will include interest accrued from January 25, 2021 to, but excluding July 31, 2021, which will be equal to $30.74 for each $1,000 principal amount of the Initial Debentures.

Interest hereon shall be payable by cheque mailed by prepaid ordinary mail or by electronic transfer of funds to the registered holder hereof and, subject to the provisions of the Indenture, the mailing of such cheque shall, to the extent of the sum represented thereby (plus the amount of any tax withheld), satisfy and discharge all liability for interest on this Initial Debenture.

This Initial Debenture is one of the 6.00% Convertible Unsecured Subordinated Debentures (referred to herein as the “Initial Debentures”) of the Company issued or issuable in one or more series under the provisions of the Indenture. The Initial Debentures authorized for issue immediately are limited to an aggregate principal amount of $40,250,000 in lawful money of Canada. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Initial Debentures are or are to be issued and held and the rights and remedies of the holders of the Initial Debentures and of the Company and of the Canadian Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Initial Debenture by acceptance hereof assents.

The Initial Debentures are issuable only in denominations of $1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Debentures of any denomination may be exchanged for an equal aggregate principal amount of Debentures in any other authorized denomination or denominations.

Any part, being $1,000 or an integral multiple thereof, of the principal of this Initial Debenture, provided that the principal amount of this Initial Debenture is in a denomination in excess of $1,000, is convertible, at the option of the holder hereof, upon surrender of this Initial Debenture at the principal office of the Canadian Trustee in Calgary, Alberta or in Toronto, Ontario, at any time up to but not after the close of business on the last Business Day immediately preceding the Maturity Date or, if this Initial Debenture is called for redemption on or prior to such date, then, to the extent so called for redemption, up to but not after the close of business on the last Business Day immediately preceding the date specified for redemption of this Initial Debenture, into Common Shares (without adjustment for interest accrued hereon or for dividends or distributions on Common Shares issuable upon conversion) at a conversion price of $4.65 (the “Conversion Price”) per Common Share, being a rate of approximately 215.0538 Common Shares for each $1,000 principal amount of Initial Debentures, all subject to the terms and conditions and in the manner set forth in the Indenture. No Initial Debentures may be converted during the five Business Days preceding and including January 31 and July 31 in each year, as the registers of the Canadian Trustee will be closed during such periods. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Common Shares will be issued on any conversion but in lieu thereof, the Company will satisfy such fractional interest by a cash payment equal to the market price of such fractional interest determined in accordance with the Indenture. Holders converting their Debentures will receive accrued and unpaid interest thereon. Holders converting their Debentures will become holders of record of Common Shares on the date of conversion provided that, if a Debenture is surrendered for conversion on a day on which the register of Common Shares is closed, the person entitled to receive Common Shares will become the holder of record of such Common Shares as at the date on which such register is next reopened.

2

This Initial Debenture may be redeemed at the option of the Company on the terms and conditions set out in the Indenture at the redemption price therein and herein set out provided that this Initial Debenture is not redeemable before January 31, 2024, except in the event of the satisfaction of certain conditions after a Change of Control has occurred. On and after January 31, 2024 and prior to January 31, 2025, and provided that the Current Market Price of the Common Shares of the Company is at least 125% of the Conversion Price of the Initial Debentures, the Initial Debentures are redeemable at the option of the Company at a price equal to $1,000 per Initial Debenture plus accrued and unpaid interest and otherwise on the terms and conditions described in the Indenture. On and after January 31, 2025 and prior to the Maturity Date, the Initial Debentures are redeemable at the option of the Company at a price equal to $1,000 per Initial Debenture plus accrued and unpaid interest and otherwise on the terms and conditions described in the Indenture. The Company may, on notice as provided in the Indenture, at its option and subject to any applicable regulatory approval, elect to satisfy its obligation to pay all or any portion of the applicable Redemption Price or any portion of the principal amount of this Initial Debenture due on the Maturity Date, together with all or any portion of accrued and unpaid interest thereon, by the issue of that number of Common Shares obtained by dividing the applicable Redemption Price or, in the case of maturity, the principal amount of this Initial Debenture (or that portion to be paid for in Common Shares pursuant to the exercise by the Company of the Common Share Repayment Right), together with all accrued and unpaid interest thereon (or that portion of interest to be paid for in Common Shares), by 95% of the volume weighted average trading price of the Common Shares on the Toronto Stock Exchange or such other stock exchange on which the Initial Debentures may be listed for the 20 consecutive trading days ending on the fifth trading day preceding the Redemption Date or the Maturity Date, as applicable.

Within 30 days following the occurrence of a Change of Control of the Company, the Company is required to make a cash offer to purchase all of the Initial Debentures at a price equal to 101% of the principal amount of such Initial Debentures plus accrued and unpaid interest (if any) up to, but excluding, the date the Initial Debentures are so repurchased (the “Change of Control Purchase Offer”). If 90% or more of the principal amount of all Debentures outstanding on the date the Company provides notice of a Change of Control to the Canadian Trustee have been tendered for purchase pursuant to the Change of Control Purchase Offer, the Company has the right to redeem all the remaining outstanding Initial Debentures on the same date and at the same price, subject to the terms and conditions and in the manner set out in the Indenture.

In addition to the requirement for the Company to make a Change of Control Purchase Offer in the event of a Change of Control, if a Change of Control occurs in which 10% or more of the consideration for the Common Shares in the transaction or transactions constituting a Change of Control consists of:

(i) cash, other than cash payments for fractional Common Shares and cash payments made in respect of dissenter’s appraisal rights;

(ii) equity securities that are not traded or intended to be traded immediately following such transactions on a recognized stock exchange; or

(iii) other property that is not traded or intended to be traded immediately following such transactions on a recognized stock exchange,

3

then subject to regulatory approvals, during the period beginning ten trading days before the anticipated date on which the Change of Control becomes effective and ending at the close of business on the date that is 30 days after the Change of Control Purchase Offer is sent to, holders of Debentures will be entitled to convert their Debentures, subject to certain limitations, and receive, in addition to the number of Common Shares they would otherwise be entitled to receive, an additional number of Common Shares per $1,000 principal amount of Debentures calculated in accordance with the terms of the Indenture.

If an offer is made for the Initial Debentures which is a take-over bid for the Initial Debentures within the meaning of applicable Canadian securities laws and 90% or more of the principal amount of all the Initial Debentures (other than Initial Debentures beneficially owned, or over which control or direction is exercised by the Offeror, associates or affiliates of the Offeror, or anyone acting jointly or in concert with the Offeror) are taken up and paid for by the Offeror, the Offeror will be entitled to acquire the Initial Debentures of those holders who did not accept the offer on the same terms as the Offeror acquired the first 90% of the principal amount of the Initial Debentures.

The indebtedness evidenced by this Initial Debenture, and by all other Initial Debentures now or hereafter certified and delivered under the Indenture, is a direct unsecured obligation of the Company, and is subordinated in right of payment, to the extent and in the manner provided in the Indenture, to the prior payment in full of all Senior Indebtedness, whether outstanding at the date of the Indenture or thereafter created, incurred, assumed or guaranteed.

The principal hereof may become or be declared due and payable before the stated maturity in the events, in the manner, with the effect and at the times provided in the Indenture.

The Indenture contains provisions making binding upon all holders of Debentures outstanding thereunder resolutions passed at meetings of such holders held in accordance with such provisions and instruments signed by the holders of a specified percentage of the principal amount of Debentures outstanding, which resolutions or instruments may have the effect of amending the terms of this Initial Debenture or the Indenture.

The Indenture contains provisions disclaiming any personal liability on the part of holders of Common Shares and officers, directors and employees of the Company in respect of any obligation or claim arising out of the Indenture or this Debenture.

This Initial Debenture may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Canadian Trustee in the City of Calgary or the City of Toronto and in such other place or places and/or by such other registrars (if any) as the Company with the approval of the Canadian Trustee may designate. No transfer of this Initial Debenture shall be valid unless made on the register by the registered holder hereof or its executors or administrators or other legal representatives, or its attorney duly appointed by an instrument in form and substance satisfactory to the Canadian Trustee or other registrar, and upon compliance with such reasonable requirements as the Canadian Trustee and/or other registrar may prescribe and upon surrender of this Initial Debenture for cancellation. Thereupon a new Initial Debenture or Initial Debentures in the same aggregate principal amount shall be issued to the transferee in exchange hereof.

This Initial Debenture shall not become obligatory for any purpose until it shall have been certified by the Canadian Trustee under the Indenture.

Capitalized words or expressions used in this Initial Debenture shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture.

4

IN WITNESS WHEREOF DIRTT ENVIRONMENTAL SOLUTIONS LTD. has caused this Debenture to be signed by its authorized representatives as of the [•] day of January, 2021.

DIRTT ENVIRONMENTAL SOLUTIONS LTD.

By:

By:

5

(FORM OF TRUSTEE’S CERTIFICATE)

This Initial Debenture is one of the 6.00% Convertible Unsecured Subordinated Debentures due 2026 referred to in the Indenture within mentioned.

COMPUTERSHARE TRUST COMPANY OF CANADA
By:
	(Authorized Officer)

(FORM OF REGISTRATION PANEL)

(No writing hereon except by Trustee or other registrar)

Date of Registration In Whose Name Registered Signature of Trustee or Registrar

6

FORM OF TRANSFER OR ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto                                 , whose address and social insurance number, if applicable, are set forth below, this Initial Debenture (or $                    principal amount hereof*) of DIRTT ENVIRONMENTAL SOLUTIONS LTD. standing in the name(s) of the undersigned in the register maintained by the Company with respect to such Initial Debenture and does hereby irrevocably authorize and direct the Canadian Trustee to transfer such Initial Debenture in such register, with full power of substitution in the premises.

Dated:

Address of Transferee:

(Street Address, City, Province and Postal Code)

Social Insurance Number of Transferee, if applicable

* If less than the full principal amount of the within Initial Debenture is to be transferred, indicate in the space provided the principal amount (which must be $1,000 or an integral multiple thereof, unless you hold an Initial Debenture in a non-integral multiple of $1,000 by reason of your having exercised your right to exchange upon the making of a Change of Control Purchase Offer, in which case such Initial Debenture is transferable only in its entirety) to be transferred.

1. The signature(s) to this assignment must correspond with the name(s) as written upon the face of this Initial Debenture 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”.

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

Signature of Guarantor:

Authorized Officer Signature of transferring registered holder

Name of Institution

7

EXHIBIT “1”

TO CDS GLOBAL DEBENTURE

DIRTT ENVIRONMENTAL SOLUTIONS LTD.

6.00% CONVERTIBLE UNSECURED SUBORDINATED DEBENTURES

DUE JANUARY 31, 2026

Initial Principal Amount: $• CUSIP 25490HAA4
ISIN CA25490HAA47

Authorization:

ADJUSTMENTS

Date Amount of
Increase Amount of
Decrease New Principal
Amount Authorization

8

EXHIBIT B

[FORM OF NOTICE OF CONVERSION]

To: DIRTT Environmental Solutions Ltd.

The undersigned registered owner of this Debenture hereby exercises the option to convert this Debenture, or the portion hereof (that is $1,000 principal amount or an integral multiple thereof) below designated, into Freely Tradeable Common Shares in accordance with the terms of the Indenture referred to in this Debenture, and directs that the Freely Tradeable Common Shares issuable and deliverable upon such conversion, together with any cash in lieu of fractional shares, and any Debentures representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If any Freely Tradeable Common Shares or any portion of this Debenture not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Any amount required to be paid to the undersigned on account of interest accompanies this Debenture.

Dated:____________________________________
	Signature(s)
Signature Guarantee
Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Debentures are to be delivered, other than to and in the name of the registered holder.
Fill in for registration of shares if to be issued, and Debentures if to be delivered, other than to and in the name of the registered holder:
(Name)
(Street Address)
(City, Province and Postal Code/City, State and Zip Code) Please print name and address

Principal amount to be converted (if less than all): $___,000

NOTICE: The above signature(s) of the holder(s) hereof must correspond with the name as written upon the face of the Debenture in every particular without alteration or enlargement or any change whatever.

Social Security or Other Taxpayer Identification Number

2

EXHIBIT C

[FORM OF REDEMPTION NOTICE]

To: Holders of 6.00% Convertible Unsecured Subordinated Debentures (the “Debentures”) of DIRTT Environmental Solutions Ltd. (the “Company”)

Note: All capitalized terms used herein have the meaning ascribed thereto in the Indenture mentioned below, unless otherwise indicated.

Notice is hereby given pursuant to the indenture for debt securities dated as of January 25, 2021 among the Company, Computershare Trust Company of Canada (the “Canadian Trustee”) and Computershare Trust Company, National Association (the “US Trustee”), as supplemented pursuant to a supplemental indenture dated January 25, 2021 among the Company, the Canadian Trustee and the US Trustee (collectively, the “Indenture”), that the aggregate principal amount of $• of the $• of Debentures outstanding will be redeemed as of • (the “Redemption Date”), upon payment of a redemption amount of $• for each $1,000 principal amount of Debentures, being equal to the aggregate of (i) $• (the “Redemption Price”), and (ii) all accrued and unpaid interest hereon to but excluding the Redemption Date (collectively, the “Total Redemption Price”).

The Total Redemption Price will be payable upon presentation and surrender of the Debentures called for redemption at the following corporate trust office:

Computershare Trust Company of Canada

Suite 600, 530 – 8^th Avenue SW

Calgary Alberta T2P 3S8

The interest upon the principal amount of Debentures called for redemption shall cease to be payable from and after the Redemption Date, unless payment of the Total Redemption Price shall not be made on presentation for surrender of such Debentures at the above-mentioned corporate trust office on or after the Redemption Date or prior to the setting aside of the Total Redemption Price pursuant to the Indenture.

[Pursuant to Section 10.06 of the Indenture, the Company hereby irrevocably elects to satisfy its obligation to pay $• of the Total Redemption Price payable to holders of Debentures in accordance with this notice by issuing and delivering to the holders that number of Freely Tradeable Common Shares obtained by dividing the Total Redemption Price by 95% of the Current Market Price of the Common Shares.]

[No fractional Common Shares shall be delivered upon the exercise by the Company of the above-mentioned redemption right but, in lieu thereof, the Company shall pay the cash equivalent thereof determined on the basis of the relevant fraction of the Current Market Price of a whole Common Share on the Redemption Date (less any tax required to be deducted, if any).]

[Upon presentation and surrender of the Debentures for payment on the Redemption Date, the Company shall, on the Redemption Date, make the delivery to the Trustee, at the above-mentioned corporate trust office, for delivery to and on account of the holders, of certificates representing the Freely Tradeable Common Shares to which holders are entitled together with the cash equivalent in lieu of fractional Common Shares, and, if only a portion of the Debentures are to be redeemed by issuing Freely Tradeable Common Shares, cash representing the balance of the Total Redemption Price.]

DATED:

DIRTT ENVIRONMENTAL SOLUTIONS LTD.

(Authorized Director or Officer of DIRTT Environmental Solutions Ltd.)

2

EXHIBIT D

[FORM OF OFFEROR’S NOTICE TO DISSENTING DEBENTUREHOLDERS]

To: Holders of 6.00% Convertible Unsecured Subordinated Debentures (the “Debentures”) of DIRTT Environmental Solutions Ltd. (the “Company”)

Note: All capitalized terms used herein have the meaning ascribed thereto in the Indenture mentioned below, unless otherwise indicated.

Notice is hereby given pursuant to the indenture for debt securities dated as of January 25, 2021 among the Company, Computershare Trust Company of Canada (the “Canadian Trustee”) and Computershare Trust Company, National Association (the “US Trustee”), as supplemented pursuant to a supplemental indenture dated January 25, 2021 among the Company, the Canadian Trustee and the US Trustee (collectively, the “Indenture”), that the Company has exercised the 90% Redemption Right, upon payment of a redemption amount of $• for each $1,000 principal amount of Debentures, being equal to the aggregate of (i) $• (the “Purchase Price”), and (ii) all accrued and unpaid interest hereon to but excluding the Effective Date (collectively, the “Total Purchase Price”).

The Total Purchase Price will be payable upon presentation and surrender of the Debentures called for redemption at the following corporate trust office:

Computershare Trust Company of Canada

Suite 600, 530 – 8^th Avenue SW

Calgary Alberta T2P 3S8

The interest upon the principal amount of Debentures called for redemption shall cease to be payable from and after the Effective Date being [•].

In this connection, upon presentation and surrender of the Debentures for payment, the Company shall, on the Effective Date, make the delivery to the Trustee, cash in an amount sufficient to purchase the applicable Debentures.

DATED:

DIRTT ENVIRONMENTAL SOLUTIONS LTD.

(Authorized Director or Officer of DIRTT Environmental Solutions Ltd.)

EXHIBIT E

[FORM OF CHANGE OF CONTROL NOTICE]

To: DIRTT Environmental Solutions Ltd.

The undersigned registered owner of this Debenture hereby acknowledges receipt of a notice from DIRTT Environmental Solutions Ltd. (the “Company”) as to the anticipated Change of Control with respect to the Company and specifying the Change of Control Purchase Date and requests and instructs the Company to repay to the registered holder hereof in accordance with the applicable provisions of the Indenture referred to in this Debenture (1) the entire principal amount of this Debenture, or the portion thereof (that is $1,000 principal amount or an integral multiple thereof) below designated, and (2) if such Change of Control Purchase Date does not fall during the period after an Interest Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest thereon to, but excluding, such Change of Control Purchase Date.

In the case of certificated Debentures, the certificate numbers of the Debentures to be repurchased are as set forth below:

Dated:________________
	Signature(s)
	Social Security or Other Taxpayer Identification Number
	Principal amount to be repaid (if less than all): $___,000
	NOTICE: The above signature(s) of the holder(s) hereof must correspond with the name as written upon the face of the Debenture in every particular without alteration or enlargement or any change whatever.

EXHIBIT F

[FORM OF MATURITY NOTICE]

To: Holders of 6.00% Convertible Unsecured Subordinated Debentures (the “Debentures”) of DIRTT Environmental Solutions Ltd. (the “Company”)

Note: All capitalized terms used herein have the meaning ascribed thereto in the Indenture mentioned below, unless otherwise indicated.

Notice is hereby given pursuant to the indenture for debt securities dated as of January 25, 2021 among the Company, Computershare Trust Company of Canada (the “Canadian Trustee”) and Computershare Trust Company, National Association (the “US Trustee”), as supplemented pursuant to a supplemental indenture among the Company, the Canadian Trustee and the US Trustee (collectively, the “Indenture”), that the Debentures are due and payable as of January 31, 2026 (the “Maturity Date”) and, pursuant to Section 11.02, the Company elects to satisfy its obligation to repay to holders of Debentures [all/a portion] of the principal amount of all of the Debentures outstanding on the Maturity Date, together with all accrued and unpaid interest thereon, by issuing and delivering to the holders that number of Freely Tradeable Common Shares equal to the number obtained by dividing such principal amount of the Debentures and accrued and unpaid interest thereon by 95% of the Current Market Price of Common Shares on the Maturity Date.

No fractional Common Shares shall be delivered on exercise by the Company of the above mentioned repayment right but, in lieu thereof, the Company shall pay the cash equivalent thereof determined on the basis of the relevant fraction of the Current Market Price of a whole Common Share on the Maturity Date (less any tax required to be deducted, if any).

In this connection, upon presentation and surrender of the Debentures for payment on the Maturity Date, the Company shall, on the Maturity Date, make delivery to the Trustee, at its principal trust office in Calgary, Alberta or in Toronto, Ontario, for delivery to and on account of the holders, of certificates representing the Freely Tradeable Common Shares to which holders are entitled together with the cash equivalent in lieu of fractional Common Shares, and if only a portion of the Debentures are to be repaid by issuing Freely Tradeable Common Shares, cash representing the balance of the principal amount and, if applicable, accrued and unpaid interest due on the Maturity Date.

DATED:

DIRTT ENVIRONMENTAL SOLUTIONS LTD.

(Authorized Director or Officer of DIRTT Environmental Solutions Ltd.)

EX-5.1

Bennett Jones LLP 4500 Bankers Hall East, 855 2nd Street SW Calgary, Alberta, T2P 4K7 Cananda T: 403.298.3100 F: 403.265.7219

Exhibit 5.1

January 29, 2021

DIRTT Environmental Solutions Ltd.

7303 – 30th Street SE

Calgary, Alberta T2C 1N6

Dear Sirs/Mesdames:

Re: DIRTT Environmental Solutions Ltd. – Public Offering of 6.00% Convertible Unsecured Subordinated Debentures

Introduction

We have acted as counsel in Alberta to DIRTT Environmental Solutions Ltd., an Alberta corporation (the “Company”), in connection with the issue and sale by the Company to the Underwriters (as defined below) of (i) on January 25, 2021, CDN$35,000,000 aggregate principal amount of 6.00% convertible unsecured subordinated debentures of the Company, and (ii) on January 29, 2021, pursuant to the exercise of an over-allotment option, CDN$5,250,000 aggregate principal amount of 6.00% convertible unsecured subordinated debentures of the Company (collectively, the “Debentures”), all pursuant to an underwriting agreement (the “Underwriting Agreement”) dated January 11, 2021 between the Company and National Bank Financial Inc., as lead manager and book-runner, Craig-Hallum Capital Group LLC, Raymond James Ltd. and Paradigm Capital Inc. (collectively, the “Underwriters”). The Debentures were offered for sale pursuant to a prospectus supplement dated January 19, 2021 filed with the United States Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b)(5) under the United States Securities Act of 1933, as amended (the “Securities Act”), to the base prospectus dated January 6, 2021 included in the Registration Statement on Form S-3 (Registration No. 333-251660) under the Securities Act initially filed on December 23, 2020 with the Commission (collectively, the “Prospectus”).

The Debentures were issued pursuant to the terms of an indenture (the “Base Indenture”), as supplemented by the first supplemental indenture to the Base Indenture (the “First Supplemental Indenture” and the Base Indenture, as supplemented by the First Supplemental Indenture, the “Debenture Indenture”), each dated as of January 25, 2021 and entered into between the Company and Computershare Trust Company of Canada, as Canadian Trustee, and Computershare Trust Company, National Association, as U.S. Trustee. Each Debenture is convertible into common shares in the capital of the Company (the “Debenture Shares”) in accordance with the Debenture Indenture. All capitalized terms not defined in this opinion letter shall have the terms ascribed thereto in the Underwriting Agreement.

In this opinion letter, the Underwriting Agreement and the Indenture are referred to collectively as the “Documents” and individually as a “Document”.

Page 2 of 3

As to various questions of fact material to our opinions that we have not verified independently, we have relied upon: (a) a certificate of status dated January 28, 2021 in respect of the Company issued pursuant to the Business Corporations Act (Alberta), on which we have relied exclusively in giving the opinion expressed in paragraph 1 below; and (b) a certificate of an officer of the Company on which we have relied as to various matters of fact expressed therein.

In addition, we have considered such questions of law, examined such other documents and conducted such investigations as we have considered necessary to enable us to express the opinions set forth herein.

Applicable Law

We are solicitors qualified to carry on the practice of law in Alberta and we express no opinions as to any laws, or any matters governed by any laws, other than the laws of Alberta and the federal laws of Canada applicable in Alberta that are in effect on the date hereof.

Assumptions

In providing the opinions expressed herein, we have assumed:

(a) the genuineness of all signatures, the legal capacity of all individuals, the authenticity of all documents submitted to us as originals, the completeness and conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of such copies;

(b) the legal existence, power and capacity of all parties to the Documents other than the Company; the due authorization, execution and delivery of the Documents by all parties thereto other than the Company; and each of the Documents constitutes a legal, valid and binding obligation of the parties thereto, other than the Company, enforceable against each such party in accordance with its terms;

(c) the Company has received the offering price for the issue of the Debentures in accordance with the terms of the Documents and each of the Canadian Trustee or U.S. Trustee, as applicable, has duly authenticated and delivered the Debentures in accordance with the Debenture Indenture; and

(d) the indices and filing systems maintained at public offices that we have searched were accurate and complete on the dates of our searches and that such search results, if dated prior to the date hereof, remain accurate and complete as of the date hereof.

Opinions

Based upon and subject to the foregoing, we are of the opinion that:

1. The Debentures have been duly authorized, executed and issued and are legal, valid and binding obligations of the Company enforceable against the Company in accordance with the terms of the Debenture Indenture.

2. The Debenture Shares have been duly authorized by all necessary corporate action of the Company and reserved for issuance upon conversion of the Debentures and will be validly issued, fully paid and non-assessable, assuming the issuance of the Debenture Shares upon the conversion of the Debentures on the date hereof in accordance with the terms of the Debenture Indenture.

Page 3 of 3

Qualifications

The validity and enforceability of the Debenture Indenture and the rights and remedies set out therein are subject to the following:

1. the enforceability of the Debentures and the Debenture Indenture is subject to (i) bankruptcy, insolvency, reorganization, liquidation, arrangement, fraudulent transfer, winding-up, moratorium, fraudulent preference or other laws of general application relating to or affecting the enforcement of the rights of creditors generally; (ii) general principles of equity and public policy; (iii) general principles of equity (including, without limitation, that equitable remedies) may be granted only in the discretion of a court of competent jurisdiction and principles of public policy; (iv) the discretion and powers of courts; (v) laws regarding the limitations of actions; (vi) the discretion and powers of courts, including the powers of a court to grant relief against penalties and forfeitures or to stay proceedings before it and to stay executions and judgments; (vii) limitations on the payment of interest under the Criminal Code (Canada) or Judgement Interest Act (Alberta); and (viii) Canadian courts will not give a monetary judgment in any currency other than that of Canada and such judgment may be based on a rate of exchange in existence on a day other than the date of payment of such judgment;

2. we express no opinion as to the enforceability of any provision of the Debentures or the Debenture Indenture (i) directly or indirectly purporting to exclude unwritten variations, modifications, amendments, waivers or consents or to establish evidentiary standards; (ii) purporting to make the Company responsible for any actions or omissions of any of the Canadian Trustee, the U.S. Trustee, the holders of the Debentures, or their agents or purporting to relieve any of the Canadian Trustee, the U.S. Trustee, the holders of the Debentures or their agents from the consequence of their own negligence or responsibility for their own acts; (iii) which grants rights to any person not a party thereto; or (iv) which grants a power of attorney in favour of another party; and

3. an Alberta court may decline jurisdiction in an action or proceeding to enforce the Debentures or the Debenture Indenture on the basis that it is not a convenient forum or that concurrent or prior proceedings have been brought elsewhere, notwithstanding the provisions of any of the Debentures or the Debenture Indenture purporting to waive the right to raise any such objection to the jurisdiction of an Alberta court.

Reliance

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the use of the firm’s name under the headings “Certain Canadian Federal Income Tax Considerations To Non-Residents Of Canada” and “Legal Matters” in the Prospectus. In giving the foregoing consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Yours truly,

/s/ Bennett Jones LLP

Bennett Jones LLP