Common use of Form and Terms of Initial Debentures Clause in Contracts

Form and Terms of Initial Debentures. (a) The first series of Debentures (the "Initial Debentures") authorized for issue immediately is limited to an aggregate principal amount of $60,000,000 and shall be designated as "7.00% Convertible Unsecured Junior Subordinated Debentures". (b) The Initial Debentures shall be dated as of the date of the closing of the Offering (or such other date as the Trust may request) and shall mature December 31, 2015 (the "Maturity Date" for the Initial Debentures). (c) The Initial Debentures shall bear interest from the date of the Initial Debentures at the rate of 7.00% per annum (based on a year of 365 days), payable in equal (with the exception of the first interest payment which will include interest from and including the date of closing of the Offering as set forth below) semi-annual payments in arrears on June 30 and December 31 in each year, the first such payment to fall due on December 31, 2010 and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date of the Initial Debentures) to fall due on December 31, 2015, payable after as well as before maturity and after as well as before default, with interest on amounts in default at the same rate, compounded semi-annually. For certainty, the first interest payment will include interest accrued from and including the date of closing of the Offering to, but excluding December 31, 2010, which will be equal to $42.00 for each $1,000 principal amount of Initial Debentures. The record dates for the payment of interest on the Initial Debentures will be June 15 and December 15 in each year (or the first Business Day prior to such date if not a Business Day). (d) The Initial Debentures will be redeemable in accordance with the terms of Article 4, provided that the Initial Debentures will not be redeemable before December 31, 2013, except in the event of the satisfaction of certain conditions after a Change of Control has occurred as outlined herein. On and after December 31, 2013 and prior to December 31, 2014, provided that the Current Market Price at the time of the Redemption Notice is at least 125% of the Conversion Price, the Initial Debentures may be redeemed at the option of the Trust in whole or in part from time to time on notice as provided for in Section 4.3 for the Redemption Price. On and after December 31, 2014 and prior to the Maturity Date, the Initial Debentures may be redeemed at the option of the Trust in whole or in part from time to time on notice as provided for in Section 4.3

Form and Terms of Initial Debentures. (a1) The first series of Debentures (the "“Initial Debentures"”) authorized for issue immediately is limited to an aggregate principal amount of $60,000,000 17,000,000 and shall be designated as "7.00“10.0% Subordinated Unsecured Convertible Unsecured Junior Subordinated Debentures"”. (b2) The Initial Debentures shall be dated as of the date of the closing of the Offering (or such other date as the Trust may request) and shall mature December 31on May 14, 2015 2024 (the "“Maturity Date" ” for the Initial Debentures). (c3) The Initial Debentures shall bear interest from the date of the Initial Debentures issue at the rate of 7.0010.0% per annum (based on a year of 365 days360 days composed of twelve 30-day months), payable in equal annual payments in arrears on December 31 in each year (with the exception of the first interest payment payment, which will include interest from and including the date of closing of the Offering as set forth below) semi-annual payments in arrears on June 30 and December 31 in each year), the first such payment to fall due on December 31, 2010 2021 and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date of the Initial Debentures) to fall due on December 31May 14, 20152024, payable after as well as before maturity and after as well as before default, with interest on amounts in default at the same rate, compounded semi-annually. For certainty, the first interest payment will include interest accrued from and including the date of closing of the Offering to, but excluding excluding, December 31, 20102021, which will be equal to $42.00 37.22 for each $1,000 principal amount of Initial Debentures. Each subsequent interest payment, other than the final interest payment, will be equal to $100 for each $1,000 principal amount of Initial Debentures. Any payment required to be made on any day that is not a Business Day will be made ​ ​ on the next succeeding Business Day. The record dates date for the payment of interest on the Initial Debentures will be June 15 and December 15 in each year (or the first that date which is five Business Day Days prior to such date if not a Business Day)each Interest Payment Date. (d4) The Initial Debentures will rank pari passu with each other series of Debentures issued under this Indenture or under indentures supplemental to this Indenture (regardless of their actual date or terms of issue) and, except as prescribed by law, with all other existing and future unsecured indebtedness of the Corporation. (5) Upon and subject to the provisions and conditions of Article 6 and Section 3.6, the holder of each Initial Debenture shall have the right at such holder’s option, at any time prior to the close of business on the earliest of (i) the Business Day immediately preceding the Maturity Date of the Initial Debentures; (the “Time of Expiry” for the purposes of Article 6 in respect of the Initial 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. Notwithstanding the foregoing, no Initial Debentures may be redeemable converted on an Interest Payment Date or during the five Business Days preceding each Interest Payment Date. (6) The Conversion Price in effect on the date hereof for each Common Share to be issued upon the conversion of Initial Debentures shall be equal to $0.36 such that approximately 2,777 Common Shares shall be issued for each $1,000 principal amount of Initial Debentures so converted. Except as provided below, no adjustment in the number of Common Shares to be issued upon conversion will be made for dividends or distributions on Common Shares issuable upon conversion, the record date for the payment of which precedes the date upon which the holder becomes a holder of Common Shares in accordance with the terms of Article 46, provided that the or for interest accrued on Initial Debentures surrendered. No fractional Common Shares will not be redeemable before December 31issued, 2013and the number of Common Shares so issuable will be rounded down to the nearest whole number. The Conversion Price applicable to, except in and the event of Common Shares, securities or other property receivable on the satisfaction of certain conditions after a Change of Control has occurred as outlined herein. On and after December 31, 2013 and prior to December 31, 2014, provided that the Current Market Price at the time of the Redemption Notice is at least 125% of the Conversion Priceconversion of, the Initial Debentures is subject to adjustment pursuant to the provisions of Section 6.4. Holders converting their Initial Debentures will receive, in addition to the applicable number of Common Shares, accrued and unpaid interest (less any taxes required to be deducted) in respect of the Initial Debentures surrendered for conversion up to but excluding the Date of Conversion from, and including, the most recent Interest Payment Date. The Conversion Price will not be adjusted for accrued interest. (7) Notwithstanding any other provisions of this Indenture, if a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, 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 and, for clarity, any interest payable on such Debentures will be for the account of the holder of record of such Debentures at the close of business on the relevant record date. (8) The Initial Debentures shall be issued in denominations of $1,000 and integral multiples of $1,000. Each Initial Debenture and the certificate of the Trustee endorsed thereon shall be issued in substantially the form set out in Schedule A, with such insertions, omissions, substitutions or other variations as shall be required or permitted by this Indenture, and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be redeemed at required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform with general usage, all as may be determined by the option Board of Directors executing such Initial Debenture in accordance with Section 2.7 hereof, as conclusively evidenced by their execution of an Initial Debenture. Each Initial Debenture shall additionally bear such distinguishing letters and numbers as the Trust Trustee shall approve. ​ Notwithstanding the foregoing, an Initial Debenture may be in whole such other form or in part forms as may, from time to time on notice time, be, approved by a resolution of the Board of Directors, or as provided for specified in Section 4.3 for the Redemption Pricean Officer’s Certificate. On and after December 31, 2014 and prior to the Maturity Date, the The Initial Debentures may be redeemed at engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another. (9) The Initial Debentures shall be issued in the option form of one or more Debenture Certificates, which shall bear the U.S. Legend, if applicable, and as Uncertificated Debentures including by way of issuance under the DRS. (10) The Trustee shall be provided with the documents and instruments referred to in Sections 2.5(b), 2.5(c) and 2.5(d) with respect to the Initial Debentures prior to the issuance of the Trust in whole or in part from time to time on notice as provided for in Section 4.3Initial Debentures.

Form and Terms of Initial Debentures. (a) The first series of Debentures (the "Initial Debentures") authorized for issue immediately is limited to an aggregate principal amount of $60,000,000 5,000,000 at an issue price of $1,000 per Debenture (the "Issue Price") and shall be designated as "7.0010% Convertible Unsecured Junior Subordinated Secured Debentures", which consists of the Debentures offered in the Offering. (b) The Initial Debentures shall be dated as of the date of the closing issue of the Offering (or such other date as the Trust may request) Initial Debentures and shall mature December 31on July 26, 2015 2016 (the "Maturity Date" for the Initial Debentures). (c) The Initial Debentures shall bear interest from the date of the Initial Debentures issue at the rate of 7.0010% per annum (based on a year of 365 days)annum, payable in arrears in equal (with the exception of the first interest payment payment, which will include interest from and including the date of closing issue of the Offering Initial Debentures as set forth below, and the last interest payment, which will include interest from March 31, 2016 to July 26, 2016, if not redeemed or converted prior to the Maturity Date) semi-annual payments in arrears on June March 31 and September 30 and December 31 in each year, the first such payment to fall due on December 31September 30, 2010 2013 and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date of the Initial Debentures) to fall due on December 31July 26, 20152016, payable after as well as before maturity and after as well as before default, with interest on amounts in default at the same rate, compounded semi-annually. For certainty, the first interest payment will include interest accrued from and including the date of closing issue of the Offering Initial Debentures to, but excluding December 31excluding, 2010September 30, which 2013. Any payment required to be made on any day that is not a Business Day will be equal to $42.00 for each $1,000 principal amount of Initial Debenturesmade on the next succeeding Business Day. The record dates for the payment of interest on the Initial Debentures will be June 15 and December 15 in each year (or the first fifth Business Day prior to such date if not a Business Day)the applicable Interest Payment Date. (d) The In the event the Corporation completes an aggregate of $20,000,000 or more in any equity financing(s) between the date of issue of the Initial Debentures will be redeemable and the Maturity Date, the Corporation shall, subject to providing not less than 60 days prior notice to each then holder, redeem the Initial Debentures in whole in accordance with the terms of Article 44 at the Redemption Price equal to their principal amount plus accrued and unpaid interest thereon up to (but excluding) the Redemption Date (such requirement to redeem being, provided that the "Mandatory Redemption"). The Redemption Notice for the Initial Debentures will not shall be redeemable before December 31, 2013, except substantially in the event form of Schedule "B". The Redemption Price, including any accrued and unpaid interest on such Initial Debentures to be redeemed, will be paid in cash. (e) The Corporation may at its option, at any time on or after two years from the date of issue of the satisfaction of certain conditions after a Change of Control has occurred as outlined herein. On and after December 31Initial Debentures, 2013 and prior to December 31, 2014, provided that the Current Market Price at the time of the Redemption Notice is at least 125% of the Conversion Price, the Initial Debentures may be redeemed at the option of the Trust redeem in whole or in part from time to time on notice as provided for in Section 4.3 for accordance with the terms of Article 4 the principal amount of the Initial Debentures without penalty at the Redemption PricePrice equal to their principal amount plus accrued and unpaid interest thereon up to (but excluding) the Redemption Date. On The Corporation will be required to provide the holders of the Initial Debentures not more than 60 and after December 31, 2014 not less than 30 days' notice of the Redemption Date and the holders will have the right to accept the repayment or convert the principal amount of the Initial Debentures at any time prior to the Maturity DateRedemption Date in accordance Section 2.4(g). The Redemption Notice for the Initial Debentures shall be substantially in the form of Schedule "B". The Redemption Price, including any accrued and unpaid interest on such Initial Debentures to be redeemed, will be paid in cash. (f) The Guarantee Liabilities will rank in priority to any other obligations of Crailar US to the extent the Guaranteed Liabilities are secured by the Security Interest constituted by the Security Documents and otherwise will be subordinated to the Senior Indebtedness of Crailar US in accordance with the provisions of Article 5. In accordance with Section 2.11, and except to the extent the Guarantee Liabilities are secured by the Security Interest, the Initial Debentures will rank pari passu with each other series of Debentures issued under this Indenture or under indentures supplemental to this Indenture (regardless of their actual date or terms of issue) and, except as prescribed by law, with all other existing and future unsecured indebtedness of the Corporation other than Senior Indebtedness. (g) Upon and subject to the provisions and conditions of Article 6 and Section 3.7, the holder of each Initial Debenture shall have the right at such holder's option, at any time prior to the close of business on the earlier of: (i) the Maturity Date of the Initial Debentures; and (ii) the Business Day immediately preceding the Redemption Date if the Initial Debentures are called for redemption by notice to the holders of Initial Debentures in accordance with Sections 2.4(d), 2.4(e) and 4.3 (the earlier of which will be the "Time of Expiry" for the purposes of Article 6 in respect of the Initial 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 Initial Debentures under Section 2.4(e), such right to convert, if not exercised prior to the applicable Time of Expiry, shall survive as to any Initial Debentures not redeemed or converted and be applicable to the next succeeding Time of Expiry. The Conversion Price in effect on the date hereof for each Common Share to be issued upon the conversion of Initial Debentures shall be equal to $1.25 such that approximately 800 Common Shares shall be issued for each $1,000 principal amount of Initial Debentures so converted. Except as provided below, no adjustment in the number of Common Shares to be issued upon conversion will be made for dividends or distributions on Common Shares issuable upon conversion, the record date for the payment of which precedes the date upon which the holder becomes a holder of Common Shares in accordance with Article 6, or for interest accrued on Initial Debentures surrendered. No fractional Common Shares will be issued, and holders will receive a cash payment in satisfaction of any fractional interest based on the Current Market Price as of the Date of Conversion, provided, however, that the Corporation shall not be required to make any payment of less than $5.00. The Conversion Price applicable to, and the Common Shares, securities or other property receivable on the conversion of, the Initial Debentures is subject to adjustment pursuant to the provisions of Section 6.5. Holders converting Debentures shall receive accrued and unpaid interest thereon from the period of the last Interest Payment Date prior to the Date of Conversion to the date that is one Business Day prior to the Date of Conversion. Notwithstanding any other provisions of this Indenture, if a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, 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. (h) The Initial Debentures shall be issued in denominations of $1,000 and integral multiples of $1,000. Each Initial Debenture and the certificate of the Trustee endorsed thereon shall be issued in substantially the form set out in Schedule "A" (provided that Initial Debentures, which shall all be initially issued in the form of Definitive Debentures, shall be issued without the Global Debenture Legend), with such insertions, omissions, substitutions or other variations as shall be required or permitted by this Indenture, and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be redeemed at required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform with general usage, all as may be determined by the option Board of Directors executing such Initial Debenture in accordance with Section 2.7, as conclusively evidenced by their execution of an Initial Debenture. Each Initial Debenture shall additionally bear such distinguishing letters and numbers as the Trust Trustee shall approve. Notwithstanding the foregoing, an Initial Debenture may be in whole such other form or in part forms as may, from time to time on notice time, be approved by a resolution of the Board of Directors, or as specified in an Officers' Certificate. The Initial Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another. The Initial Debentures shall be issued in the form of one or more Definitive Debentures, shall bear the U.S. Legend, and shall not be initially issued in the form of one or more Global Debentures. Any Global Debentures will be registered in the name of the Depository which, as of the date hereof, shall be CDS (or any nominee of the Depository). No Beneficial Holder will receive definitive certificates representing their interest in Debentures except as provided in this Section 2.4(h) and Section 3.2. A Global Debenture may be exchanged for Definitive Debentures, or transferred to and registered in the name of a person other than the Depository for such Global Debentures or a nominee thereof, as provided in Section 4.33.2. The Definitive Debentures will be registered in the names of each holder thereof as provided in Section 3.1. A Definitive Debenture may be exchanged, or transferred to and registered in the name of a person other than the registered holder thereof, as provided in Section 3.2.

Form and Terms of Initial Debentures. (a) The first series of Debentures (the "“Initial Debentures"”) authorized for issue immediately is limited to an aggregate principal amount of up to $60,000,000 25,000,000 and shall be designated as "7.00“9.0% Convertible Unsecured Junior Subordinated Debentures"”. (b) The Initial Debentures shall be dated as of the date of the closing of the Offering (or such other date as the Trust may request) and shall mature December on May 31, 2015 2017 (the "“Maturity Date" ” for the Initial Debentures). (c) The Initial Debentures shall bear interest from the date of the Initial Debentures issue at the rate of 7.009.0% per annum (based on a year of 365 days360 days comprised of twelve 30 day months), payable in equal (with the exception of the first interest payment payment, which will include interest from and including the date of closing of the Offering as set forth below) semi-annual payments in arrears on June May 31 and November 30 and December 31 in each year, the first such payment to fall due on December 31November 30, 2010 2012 and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date of the Initial Debentures) to fall due on December May 31, 20152017, payable after as well as before maturity and after as well as before default, with interest on amounts in default at the same rate, compounded semi-annually. For certainty, the first interest payment will include interest accrued from and including the date of closing of the Offering to, but excluding December 31excluding, 2010November 30, 2012, which will be equal to $42.00 45.25 for each $1,000 principal amount of Initial Debentures. Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day. The record dates for the payment of interest on the Initial Debentures will be June May 15 and December November 15 in each year (or the first Business Day prior to such date if not a Business Day). (d) The Initial Debentures will be redeemable in accordance with the terms of Article 4, provided that the Initial Debentures will not be redeemable before December May 31, 20132015, except in the event of the satisfaction of certain conditions after a Change of Control has occurred as outlined herein. On and after December 31June 1, 2013 2015 and at any time prior to December 31, 2014the Maturity Date, provided that the Current Market Price at the time of the Redemption Notice is at least 125% of the Conversion Price, the Initial Debentures may be redeemed at the option of the Trust Corporation in whole or in part from time to time on notice as provided for in Section 4.3 for at the Redemption Price. On The Redemption Notice for the Initial Debentures shall be substantially in the form of Schedule “B”. In connection with the redemption of the Initial Debentures, the Corporation may, at its option and after December 31, 2014 and prior subject to the Maturity provisions of Section 4.6 and subject to regulatory approval, elect to satisfy its obligation to pay all or a portion of the aggregate principal amount of the Initial Debentures to be redeemed by issuing and delivering to the holders of such Initial Debentures, such number of Freely Tradeable Common Shares as is obtained by dividing the aggregate principal amount of the Initial Debentures to be redeemed by 95% of the Current Market Price in effect on the Redemption Date. If the Corporation elects to exercise such option, it shall so specify and provide details in the Redemption Notice. (e) The Initial Debentures will be subordinated to all existing and future Senior Indebtedness of the Corporation in accordance with the provisions of Article 5. In accordance with Section 2.12, the Initial Debentures may will rank pari passu with each other series of Debentures issued under this Indenture or under indentures supplemental to this Indenture (regardless of their actual date or terms of issue) and, except as prescribed by law, with all other existing and future unsecured indebtedness of the Corporation other than Senior Indebtedness. (f) Upon and subject to the provisions and conditions of Article 6 and Section 3.7, the holder of each Initial Debenture shall have the right at such holder’s option, at any time prior to the close of business on the earlier of (i) the Business Day immediately preceding the Maturity Date of the Initial Debentures; (ii) if the Initial Debentures are called for redemption, on the Business Day immediately preceding the date specified by the Corporation for redemption of the Initial Debentures; or (iii) if subject to repurchase pursuant to a Change of Control, on the Business Day immediately preceding the payment date, subject to the satisfaction of certain conditions, by notice to the holders of Initial Debentures in accordance with Sections 2.4(d) and 4.3 (the earlier of which will be the “Time of Expiry” for the purposes of Article 6 in respect of the Initial 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 Initial Debentures, such right to convert, if not exercised prior to the applicable Time of Expiry, shall survive as to any Initial Debentures not redeemed or converted and be applicable to the next succeeding Time of Expiry. The Conversion Price in effect on the date hereof for each Common Share to be issued upon the conversion of Initial Debentures shall be equal to $8.55 such that approximately 117 Common Shares shall be issued for each $1,000 principal amount of Initial Debentures so converted. Except as provided below, no adjustment in the number of Common Shares to be issued upon conversion will be made for dividends or distributions on Common Shares issuable upon conversion, the record date for the payment of which precedes the date upon which the holder becomes a holder of Common Shares in accordance with Article 6, or for interest accrued on Initial Debentures surrendered. No fractional Common Shares will be issued, and holders will receive a cash payment in satisfaction of any fractional interest based on the Current Market Price as of the Date of Conversion. The Conversion Price applicable to, and the Common Shares, securities or other property receivable on the conversion of, the Initial Debentures is subject to adjustment pursuant to the provisions of Section 2.4(j) and Section 6.5. Holders converting their Initial Debentures will receive, in addition to the applicable number of Common Shares, accrued and unpaid interest (less any taxes required to be deducted) in respect of the Initial 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 6.4(e). For clarity, payment of such interest may, at the option of the Trust Corporation, be paid on the next regularly scheduled Interest Payment Date following the Date of Conversion. Holders of Initial Debentures surrendered for conversion during the period from the close of business on any regular record date for the payment of interest on the Initial Debentures to the opening of business on the next succeeding Interest Payment Date will receive the semi-annual interest payable on such Initial Debentures on the corresponding Interest Payment Date notwithstanding the conversion. In the event that a holder of Debentures exercises their conversion right following a Redemption Notice by the Corporation, such holder will be entitled to receive accrued and unpaid interest, in whole addition to the applicable number of Common Shares to be received on conversion, for the period from the last Interest Payment Date to (but excluding) the Date of Conversion. The Conversion Price will not be adjusted for accrued interest. Notwithstanding any other provisions of this Indenture, if a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, the person or persons entitled to receive Common Shares in part 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. 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 2.4(i) may be surrendered for conversion only if such notice is withdrawn in accordance with this Indenture. (g) On redemption or maturity of the Initial Debentures, the Corporation may, at its option and subject to the provisions of Section 4.6 and Section 4.10, as applicable, and subject to regulatory approval, elect to satisfy its obligation to pay all or a portion of the aggregate principal amount of the Initial Debentures due on redemption or maturity by issuing and delivering to such holders of Initial Debentures Freely Tradeable Common Shares pursuant to the provisions of Sections 4.6 and 4.10, as applicable. If the Corporation elects to exercise such option, it shall provide details in the Redemption Notice or deliver a maturity notice (the “Maturity Notice”) to the holders of the Initial Debentures in substantially the form of Schedule “C” and provide the necessary details. (h) The Initial Debentures shall be issued in denominations of $1,000 and integral multiples of $1,000. Each Initial Debenture and the certificate of the Trustee endorsed thereon shall be issued in substantially the form set out in Schedule “A”, with such insertions, omissions, substitutions or other variations as shall be required or permitted by this Indenture, and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform with general usage, all as may be determined by the Board of Directors executing such Initial Debenture in accordance with Section 2.7 hereof, as conclusively evidenced by their execution of an Initial Debenture. Each Initial Debenture shall additionally bear such distinguishing letters and numbers as the Trustee shall approve. Notwithstanding the foregoing, an Initial Debenture may be in such other form or forms as may, from time to time on notice time, be, approved by a resolution of the Board of Directors, or as specified in an Officers’ Certificate. The Initial Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another. The Initial Debentures shall be issued as one or more Global Debentures and the Global Debentures will be registered in the name of the Depository which, as of the date hereof, shall be CDS Clearing and Depository Services Inc. (or any nominee of the Depository). No beneficial holder will receive definitive certificates representing their interest in Debentures except as provided in this Section 2.4(h) and Section 3.2. A Global Debenture may be exchanged for Debentures in registered form that are not Global Debentures, or transferred to and registered in the name of a person other than the Depository for such Global Debentures or a nominee thereof, as provided in Section 4.33.2. (i) Within 30 days following the occurrence of a Change of Control, and subject to the provisions and conditions of this Section 2.4(i), the Corporation shall be obligated to offer to purchase all of the Initial Debentures then outstanding. The terms and conditions of such obligation are set forth below: (i) Within 30 days following the occurrence of a Change of Control, the Corporation shall deliver to the Trustee, and the Trustee shall promptly deliver to the holders of the Initial 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, on the Change of Control Purchase Date (as defined below), all (or any portion actually tendered to such offer) of the Initial Debentures then outstanding from the holders thereof made in accordance with the requirements of Applicable Securities Legislation at a price per Initial Debenture equal to 100% of the principal amount thereof (the “Offer Price”) plus accrued and unpaid interest on such Initial Debentures up to, but excluding, the Change of Control Purchase Date (collectively, the “Total Offer Price”). If such Change of Control Purchase Date is after a record date for the payment of interest on the Initial 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. The “Change of Control Purchase Date” shall be the date that is 30 Business Days after the date that the Change of Control Notice and Change of Control Purchase Offer are delivered to holders of Initial Debentures.

Form and Terms of Initial Debentures. (a) The first series principal amount of Initial Debentures (the "Initial Debentures") authorized for issue immediately issuance is limited to an in the aggregate principal amount of $60,000,000 to Cdn$86,250,000 and shall be designated as "7.006.0% Convertible Unsecured Junior Subordinated Debentures". An aggregate of Cdn$75,000,000 principal amount of Initial Debentures will be issued on the Acquisition Closing Date pursuant to the exchange of subscription receipts, each subscription receipt representing the right to receive Cdn$1,000 principal amount of Initial Debentures, and up to an aggregate of Cdn$11,250,000 principal amount of Initial Debentures may be issued pursuant to the over-allotment option granted by the Corporation to the Underwriters (as defined in the Subscription Receipt Agreement) of the Offering. The subscription receipts will be issued pursuant to the Subscription Receipt Agreement. (b) The Initial Debentures shall be dated as of the maturity date of the closing of the Offering (or such other date as the Trust may request) and shall mature December 31, 2015 (the "Maturity Date" ") for the Initial Debentures will be September 30, 2012. Holders of Initial Debentures will receive, on the third Business Day following the Maturity Date, an amount equal to the principal amount of the Initial Debentures). (c) , plus the accrued and unpaid interest thereon to, but excluding the Maturity Date. The Initial Debentures shall bear interest from the date of the Initial Debentures at the rate of 7.00% per annum (based on a year of 365 days), payable in equal (with the exception of the first interest payment which will include interest from and including the date of closing issue at the rate of the Offering as set forth below) 6.0% per annum, payable in equal semi-annual payments instalments, not in arrears advance, on June 30 and December 31 in each year, the first such payment to fall due on December 31, 2010 and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date of the Initial Debentures) to fall due on December 31, 20152007, payable after as well as before maturity and after as well as before default, with interest on amounts in default at the same rate, compounded semi-annually. For certainty, The amount of interest (the "Initial Interest Amount") payable on the first interest payment Interest Payment Date of December 31, 2007 (the "Initial Interest Payment Date") will include interest accrued an additional amount (the "Additional Interest Amount") equal to the amount of 0.016% of the principal amount of the Initial Debentures per day (which is equivalent to 6.0% per annum) from and including the Offering Closing Date until the date of closing issue of the Offering toInitial Debentures, but excluding December 31unless the effective rate of interest comprising the Initial Interest Amount would infringe applicable legislation (in which case the actual Initial Interest Amount will include only such amount as will not infringe applicable legislation, 2010, which and the amount payable on each subsequent Interest Payment Date will be equal to $42.00 for each $1,000 principal amount increased by the maximum permissible amount, until the full Additional Interest Amount has been paid). For the avoidance of doubt, no portion of the Initial Interest Amount shall accrue before the date of issue of the Initial Debentures. The record dates for the payment of interest on the Initial Debentures will be June 15 and December 15 in each year (or the first Business Day prior to such date if not a Business Day). (dc) The Initial Debentures will be redeemable in accordance with the terms of Article 44 of the Indenture, provided that the Initial Debentures will not be redeemable on or before December 31September 30, 20132011. After September 30, except in the event of the satisfaction of certain conditions after a Change of Control has occurred as outlined herein. On 2011 and after December 31, 2013 and prior to December 31, 2014, provided that the Current Market Price at the time of the Redemption Notice is at least 125% of the Conversion Price, the Initial Debentures may be redeemed at the option of the Trust in whole on or in part from time to time on notice as provided for in Section 4.3 for the Redemption Price. On and after December 31, 2014 and prior to before the Maturity Date, the Initial Debentures may be redeemed at the option of the Trust in whole or in part from time to time at the option of the Corporation at a price equal to their Redemption Price on notice as provided for in Section 4.34.3 of this Indenture provided that the Current Market Price on the date on which such notice of redemption is given is at least 125% of the Conversion Price (as stated in subsection 2.4(e) of this Indenture) in respect of the Initial Debentures and the Corporation shall have provided to the Debenture Trustee an Officer's Certificate confirming such Current Market Price. The Redemption Price for the Initial Debentures will be a price equal to their principal amount plus accrued and unpaid interest thereon. The Redemption Notice for the Initial Debentures shall be in the form of Schedule "B" to this Indenture. (d) The Initial Debentures will be subordinated to the Senior Indebtedness of the Corporation in accordance with the provisions of Article 5 to the Indenture. The Initial Debentures will rank pari passu with each other Debenture in accordance with Section 2.12 of this Indenture. (e) Upon and subject to the provisions and conditions of Article 6 of the Indenture, the holder of each Initial Debenture shall have the right at such holder's option, at any time prior to the close of business on the Maturity Date or, if called for redemption, prior to the close of business on the last Business Day immediately preceding the date specified by the Corporation for redemption of the Initial Debentures by notice to the holders of Initial Debentures in accordance with subsection 2.4(c) and Section 4.3 of this Indenture (the earlier of which will be the "Time of Expiry" for the purposes of Article 6 of this Indenture in respect of the Initial Debentures), to convert the whole or, in the case of an Initial Debenture of a denomination in excess of Cdn$1,000, any part which is Cdn$1,000 or an integral multiple thereof, of the principal amount of such Initial Debenture into fully paid, non-assessable and Freely Tradeable Common Shares at the Conversion Price in respect of the Initial Debentures in effect on the date (herein called the "Date of Conversion") on which it is so surrendered in accordance with the provisions of this Indenture. Holders converting their Initial Debentures shall become holders of record of Common Shares on the Business Day immediately after the Date of Conversion. Notwithstanding the foregoing, no Initial Debentures may be converted during the five Business Days preceding June 30 and December 31 each year. The Conversion Price in effect on the date hereof for each Common Share to be issued upon the conversion of Initial Debentures shall be Cdn$2.45, representing a Conversion Rate of 408.1633 Common Shares. No adjustment will be made for dividends on Common Shares issuable upon conversion or for interest accrued on Initial Debentures surrendered for conversion, however, holders converting their Initial Debentures will receive a cash payment for interest that has accrued but not been paid from the most recently completed Interest Payment Date to, but excluding, the Date of Conversion. Holders converting their Initial Debentures on an Interest Payment Date will receive the respective interest payment. The Conversion Price applicable to the Common Shares, securities or other property receivable on the conversion of the Initial Debentures is subject to adjustment pursuant to the provisions of Section 6.5.

Form and Terms of Initial Debentures. (a) The first series of Debentures (the "“Initial Debentures"”) authorized for issue immediately is limited to an aggregate principal amount of $60,000,000 up to US$230,000,000 and shall be designated as "7.00“5.00% Convertible Unsecured Junior Subordinated Debentures"”. (b) The Initial Debentures shall be dated as of the date of the closing of the Offering (or such other date as the Trust may request) and shall mature on December 31, 2015 2017 (the "“Maturity Date" ” for the Initial Debentures). (c) The Initial Debentures shall bear interest from the date of the Initial Debentures issue at the rate of 7.005.00% per annum (based on a year of 365 days360 days comprised of twelve 30-day months), payable in equal (with the exception of the first interest payment payment, which will include interest from and including the date of closing of the Offering as set forth below) semi-annual payments in arrears on June 30 and December 31 in each year, the first such payment to fall due on December 31, 2010 2011 and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date of the Initial Debentures) to fall due on December 31, 20152017, payable after as well as before maturity and after as well as before default, with interest on amounts in default at the same rate, compounded semi-annually. For certainty, the first interest payment will include interest accrued from and including the date of closing of the Offering to, but excluding excluding, December 31, 20102011, which will be equal to $42.00 US$29.03 for each $US$1,000 principal amount of Initial Debentures. Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day. The record dates for the payment of interest on the Initial Debentures will be June 15 and December 15 in each year (or the first Business Day prior to such date if not a Business Day). (d) The Initial Debentures will be redeemable in accordance with the terms of Article 4, provided that the Initial Debentures will not be redeemable before December 31, 20132014, except in the event of the satisfaction of certain conditions after a Change of Control has occurred as outlined herein. On and after December 31January 1, 2013 2015 and at any time prior to December 31, 20142016, provided that the Current Market Price at the time of the Redemption Notice is at least 125% of the Conversion Price, the Initial Debentures may be redeemed at the option of the Trust Corporation in whole or in part from time to time on notice as provided for in Section 4.3 for at a Redemption Price equal to their principal amount plus accrued and unpaid interest thereon up to (but excluding) the Redemption PriceDate. On or after January 1, 2017 and after December 31, 2014 and at any time prior to the Maturity Date, the Initial Debentures may be redeemed at the option of the Trust Corporation in whole or in part from time to time on notice as provided for in Section 4.34.3 at a Redemption Price equal to the principal amount plus accrued and unpaid interest thereon up to (but excluding) the Redemption Date. The Redemption Notice for the Initial Debentures shall be substantially in the form of Schedule “B”. In connection with the redemption of the Initial Debentures, the Corporation may, at its option and subject to the provisions of Section 4.6 and subject to regulatory approval, elect to satisfy its obligation to pay all or a portion of the aggregate Redemption Price of the Initial Debentures to be redeemed by issuing and delivering to the holders of such Initial Debentures, such number of Freely Tradeable Common Shares as is obtained by dividing the aggregate Redemption Price by 95% of the Current Market Price in effect on the Redemption Date. If the Corporation elects to exercise such option, it shall so specify and provide details in the Redemption Notice. (e) The Initial Debentures will be subordinated to all existing and future Senior Indebtedness of the Corporation in accordance with the provisions of Article 5. In accordance with Section 2.12, the Initial Debentures will rank pari passu with each other series of Debentures issued under this Indenture or under indentures supplemental to this Indenture (regardless of their actual date or terms of issue) and, except as prescribed by law, with all other existing and future unsecured indebtedness of the Corporation other than Senior Indebtedness. (f) Upon and subject to the provisions and conditions of Article 6 and Section 3.7, the holder of each Initial Debenture shall have the right at such holder’s option, at any time prior to the close of business on the earlier of (i) the Business Day immediately preceding the Maturity Date of the Initial Debentures; (ii) if the Initial Debentures are called for redemption, on the Business Day immediately preceding the date specified by the Corporation for redemption of the Initial Debentures; or (iii) if subject to repurchase pursuant to a Change of Control, on the Business Day immediately preceding the payment date, subject to the satisfaction of certain conditions, by notice to the holders of Initial Debentures in accordance with Sections 2.4(d) and 4.3 (the earlier of which will be the “Time of Expiry” for the purposes of Article 6 in respect of the Initial Debentures), to convert any part, being US$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 Initial Debentures, such right to convert, if not exercised prior to the applicable Time of Expiry, shall survive as to any Initial Debentures not redeemed or converted and be applicable to the next succeeding Time of Expiry. The Conversion Price in effect on the date hereof for each Common Share to be issued upon the conversion of Initial Debentures shall be equal to US$13.80 such that approximately 72.4637 Common Shares shall be issued for each US$1,000 principal amount of Initial Debentures so converted. Except as provided below, no adjustment in the number of Common Shares to be issued upon conversion will be made for dividends or distributions on Common Shares issuable upon conversion, the record date for the payment of which precedes the date upon which the holder becomes a holder of Common Shares in accordance with Article 6, or for interest accrued on Initial Debentures surrendered. No fractional Common Shares will be issued, and holders will receive a cash payment in satisfaction of any fractional interest based on the Current Market Price as of the Date of Conversion. The Conversion Price applicable to, and the Common Shares, securities or other property receivable on the conversion of, the Initial Debentures is subject to adjustment pursuant to the provisions of Section 2.4(k) and Section 6.5. Holders converting their Initial Debentures will receive, in addition to the applicable number of Common Shares, accrued and unpaid interest (less any taxes required to be deducted) in respect of the Initial 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 6.4(e). For clarity, payment of such interest, whether in cash or by delivery of Freely Tradeable Common Shares pursuant to the exercise of the Common Share Interest Payment Election, may, at the option of the Corporation, be paid on the next regularly scheduled Interest Payment Date following the Date of Conversion. Holders of Initial Debentures surrendered for conversion during the period from the close of business on any regular record date for the payment of interest on the Initial Debentures to the opening of business on the next succeeding Interest Payment Date will receive the semi-annual interest payable on such Initial Debentures on the corresponding Interest Payment Date notwithstanding the conversion. For greater certainty, such obligation will constitute a continuation of the obligation to pay accrued interest thereon, and not the satisfaction of the obligation to pay such accrued interest by the issuance of a new obligation. The Conversion Price will not be adjusted for accrued interest. Notwithstanding any other provisions of this Indenture, if a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, 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. 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 2.4(j) may be surrendered for conversion only if such notice is withdrawn in accordance with this Indenture. (g) On redemption or maturity of the Initial Debentures, the Corporation may, at its option and subject to the provisions of Section 4.6 and Section 4.10, as applicable, and subject to regulatory approval, elect to satisfy its obligation to pay all or a portion of the aggregate principal amount of the Initial Debentures due on redemption or maturity, by issuing and delivering to such holders of Initial Debentures Freely Tradeable Common Shares pursuant to the provisions of Sections 4.6 and 4.10, as applicable. If the Corporation elects to exercise such option, it shall provide details in the Redemption Notice or deliver a maturity notice (the “Maturity Notice”) to the holders of the Initial Debentures in substantially the form of Schedule “C” and provide the necessary details. (h) The Initial Debentures shall be issued in denominations of US$1,000 and integral multiples of US$1,000. Each Initial Debenture and the certificate of the Trustee endorsed thereon shall be issued in substantially the form set out in Schedule “A”, with such insertions, omissions, substitutions or other variations as shall be required or permitted by this Indenture, and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform with general usage, all as may be determined by the Board of Directors executing such Initial Debenture in accordance with Section 2.7 hereof, as conclusively evidenced by their execution of an Initial Debenture. Each Initial Debenture shall additionally bear such distinguishing letters and numbers as the Trustee shall approve. Notwithstanding the foregoing, an Initial Debenture may be in such other form or forms as may, from time to time, be, approved by a resolution of the Board of Directors, or as specified in an Officers’ Certificate. The Initial Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another. The Initial Debentures shall be issued as one or more Global Debentures and the Global Debentures will be registered in the name of the Depository which, as of the date hereof, shall be CDS Clearing and Depository Services Inc. (or any nominee of the Depository). No beneficial holder will receive definitive certificates representing their interest in Debentures except as provided in this Section 2.4(h) and Section 3.2. A Global Debenture may be exchanged for Debentures in registered form that are not Global Debentures, or transferred to and registered in the name of a person other than the Depository for such Global Debentures or a nominee thereof, as provided in Section 3.2. (i) Upon and subject to the provisions of Article 10, the Corporation may elect, from time to time, to satisfy its Interest Obligation on the Initial Debentures on any Interest Payment Date (including, for greater certainty, following conversion or upon maturity or redemption) by delivering: (i) cash, (ii) Freely Tradeable Common Shares; or (iii) a combination of (i) and (ii) to the Trustee pursuant to the Common Share Interest Payment Election. (j) Within 30 days following the occurrence of a Change of Control, and subject to the provisions and conditions of this Section 2.4(j), the Corporation shall be obligated to offer to purchase all of the Initial Debentures then outstanding. The terms and conditions of such obligation are set forth below: (i) Within 30 days following the occurrence of a Change of Control, the Corporation shall deliver to the Trustee, and the Trustee shall promptly deliver to the holders of the Initial 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, on the Change of Control Purchase Date (as defined below), all (or any portion actually tendered to such offer) of the Initial Debentures then outstanding from the holders thereof made in accordance with the requirements of Applicable Securities Legislation at a price per Initial Debenture equal to 100% of the principal amount thereof (the “Offer Price”) plus accrued and unpaid interest on such Initial Debentures up to, but excluding, the Change of Control Purchase Date

Form and Terms of Initial Debentures. (a) The first series of Debentures (the "Initial Debentures") authorized for issue immediately is limited to an aggregate principal amount of not more than $60,000,000 34,500,000 and shall be designated as "7.008% Convertible Unsecured Junior Subordinated DebenturesXxxxxxxxxx xxx Xxxxx 00, 0000". (bx) The Initial Debentures shall be dated as of the date of the closing of the Offering (or such other date as the Trust may request) and shall mature December 31April 30, 2015 2018 (the "Maturity Date" for the Initial Debentures). (c) The Initial Debentures shall bear interest from the date of the Initial Debentures issue at the rate of 7.008% per annum (based on a year of 365 days or, in the case of a leap year, 366 days, as applicable), payable in arrears in equal (with the exception of the first interest payment which will include interest from and including the date of closing of the Offering of such Initial Debentures as set forth below) semi-annual payments in arrears on June October 31 and April 30 and December 31 in each year, the first such payment to fall due on December October 31, 2010 2013 and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date of the Initial Debentures or the earlier date of redemption, repayment or conversion of the Initial Debentures) to fall due on December 31April 30, 20152018 or the earlier date of redemption, repayment or conversion, payable after as well as before maturity and after as well as before default, with interest on amounts in default at the same rate, compounded semi-annually, computed on the basis of a 365-day year, or, in the case of a leap year computed on the basis of a 366-day year, as applicable. For certainty, the first interest payment will include interest accrued from and including the date of closing of the Offering to, but excluding December excluding, October 31, 20102013, which which, assuming an issue date of April 5, 2013, will be equal to $42.00 45.81 for each $1,000 principal amount of Initial DebenturesDebentures issued on closing of the offering. The record dates for the payment of interest on the Initial Debentures will be June October 15 and December April 15 in each year (or the first Business Day prior to such date if not a Business Day). (d) The Initial Debentures will be redeemable in accordance with the terms of Article 4, provided that the Initial Debentures will not be redeemable before December 31April 30, 20132015, except in the event of the satisfaction of certain conditions after a Change of Control has occurred as outlined herein. On and From time to time, on or after December 31April 30, 2013 2015 and prior to December 31, 2014the Maturity Date, provided that the Current Market Price at on the time of Business Day immediately preceding the date the Redemption Notice is at least 125given is not less than 150% of the Conversion PricePrice in respect of the Initial Debentures, the Initial Debentures may be redeemed at the option of the Trust Corporation in whole or in part from time to time on notice as provided for in Section 4.3 for at the Redemption PricePrice plus accrued and unpaid interest thereon up to (but excluding) the Redemption Date. On and after December 31, 2014 and prior to the Maturity Date, The Redemption Notice for the Initial Debentures may shall be substantially in the form of Schedule "B" attached hereto. In connection with the redemption of the Initial Debentures, the Corporation may, at its option and subject to the provisions of Section 4.6 and subject to any required regulatory and/or stock exchange approval, elect to satisfy its obligation to pay all or a portion of the aggregate Redemption Price of the Initial Debentures to be redeemed at by issuing and delivering to the option holders of such Initial Debentures, such number of Freely Tradable Common Shares as is obtained by dividing the aggregate Redemption Price by 95% of the Trust Current Market Price in whole or effect on the Redemption Date. If the Corporation elects to exercise such option, it shall so specify and provide details in part from time the Redemption Notice. (e) The Initial Debentures will be direct, unsecured obligations of the Corporation that are subordinated to time on notice all secured obligations of the Corporation and the Material Subsidiaries including: (a) the Senior Indebtedness until the Senior End Date as provided for in Section 4.3described herein; and

Form and Terms of Initial Debentures. (a1) The first series of Debentures (the "“Initial Debentures"”) authorized for issue immediately is limited to an aggregate principal amount of up to $60,000,000 115,000,000 and shall be designated as "7.00“6.0% Unsecured Convertible Unsecured Junior Subordinated Debentures"”. (b2) The Initial Debentures shall be dated as of the date of the closing of the Offering (or such other date as the Trust may request) Deemed Exercise Date and shall mature December 31on November 28, 2015 2022 (the "“Maturity Date" ” for the Initial Debentures). (c3) The Initial Debentures shall bear interest from the date of closing of the Initial Debentures Offering at the rate of 7.006.0% per annum (based on a year of 365 days360 days comprised of twelve 30-day months), payable in equal (with the exception of the first interest payment payment, which will include interest from and including the date of closing of the Offering as set forth below, and, if the Initial Debentures are issued at any time following December 31, 2017, the second interest payment, which will include interest from the date following issuance of the Initial Debentures to the next interest payment date) semi-annual payments in arrears on June 30 and December 31 in each year, the first such payment to fall due on December 31, 2010 2017 and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date of the Initial Debentures) to fall due on December 31November 28, 20152022, payable after as well as before maturity and after as well as before default, with interest on amounts in default at the same rate, compounded semi-annually. For certainty, in the event that the Initial Debentures are issued (i) on or before December 31, 2017, the first interest payment will include interest accrued from and including the date of closing of the Offering toNovember 28, but excluding 2017 to December 31, 20102017, which will be equal to $42.00 5.50 for each $1,000 principal amount of Initial Debentures; or (ii) at any time following December 31, 2017, the first interest payment will include interest accrued from November 28, 2017 to the date that the Initial Debentures are so issued and, notwithstanding anything to the contrary contained herein, shall be payable on the Business Day immediately following the date of issuance. Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day. The record dates date for the payment of interest on the Initial Debentures will be June 15 and December 15 in each year (or the first that date which is five Business Day Days prior to such date if not a Business Day)each Interest Payment Date. (d4) The Initial Debentures will be redeemable subordinated to all existing and future Secured Indebtedness of the Corporation in accordance with the terms provisions of Article 4, provided that the 5. The Initial Debentures will not be redeemable before December 31, 2013rank pari passu with each other series of Debentures issued under this Indenture or under indentures supplemental to this Indenture (regardless of their actual date or terms of issue) and, except in as prescribed by law, with all other existing and future unsecured indebtedness of the event Corporation, other than Secured Indebtedness. (5) Upon and subject to the provisions and conditions of Article 6 and Section 3.7, the holder of each Initial Debenture shall have the right at such holder’s option, at any time prior to the close of business on the earliest of (i) the Business Day immediately preceding the Maturity Date of the Initial Debentures; or (ii) if subject to repurchase pursuant to a Change of Control, on the Business Day immediately preceding the payment date, subject to the satisfaction of certain conditions after conditions, by notice to the holders of Initial Debentures in accordance with Section 2.5(7) (the earlier of which will be the “Time of Expiry” for the purposes of Article 6 in respect of the Initial Debentures), to convert any part, being $1,000 or an integral multiple thereof, of the principal amount of a Change Debenture into Common Shares at the Conversion Price in effect on the Date of Control has occurred Conversion. Notwithstanding the foregoing, no Initial Debentures may be converted on an Interest Payment Date or during the five Business Days preceding each Interest Payment Date. The Conversion Price in effect on the date hereof for each Common Share to be issued upon the conversion of Initial Debentures shall be equal to $6.50 such that approximately 153.8462 Common Shares shall be issued for each $1,000 principal amount of Initial Debentures so converted. Except as outlined hereinprovided below, no adjustment in the number of Common Shares to be issued upon conversion will be made for dividends or distributions on Common Shares issuable upon conversion, the record date for the payment of which precedes the date upon which the holder becomes a holder of Common Shares in accordance with Article 6, or for interest accrued on Initial Debentures surrendered. On No fractional Common Shares will be issued, and after December 31, 2013 and prior to December 31, 2014, provided that holders will receive a cash payment in satisfaction of any fractional interest based on the Current Market Price at the time as of the Redemption Notice is at least 125% Date of Conversion, provided, however, the Corporation shall not be required to make any payment of less than $1.00. The Conversion PricePrice applicable to, and the Common Shares, securities or other property receivable on the conversion of, the Initial Debentures may is subject to adjustment pursuant to the provisions of Section 6.5. Holders converting their Initial Debentures will receive, in addition to the applicable number of Common Shares, accrued and unpaid interest (less any taxes required to be redeemed deducted) in respect of the Initial Debentures surrendered for conversion up to but excluding the Date of Conversion from, and including, the most recent Interest Payment Date. For clarity, payment of such interest may, at the option of the Trust Corporation, be paid on the next regularly scheduled Interest Payment Date following the Date of Conversion. The Conversion Price will not be adjusted for accrued interest. Notwithstanding any other provisions of this Indenture, if a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, the Person or Persons entitled to receive Common Shares in whole 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 and, for clarity, any interest payable on such Debentures will be for the account of the holder of record of such Debentures at the close of business on the relevant record date. A Debenture in part respect of which a holder has accepted a notice in respect of a Change of Control Offer pursuant to the provisions of subsection 2.5(7) may be surrendered for conversion only if such notice is withdrawn in accordance with this Indenture. (6) The Initial Debentures shall be issued in denominations of $1,000 and integral multiples of $1,000. Each Initial Debenture and the certificate of the Trustee endorsed thereon shall be issued in substantially the form set out in Schedule A, with such insertions, omissions, substitutions or other variations as shall be required or permitted by this Indenture, and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform with general usage, all as may be determined by the Board of Directors executing such Initial Debenture in accordance with Section 2.8 hereof, as conclusively evidenced by their execution of an Initial Debenture. Each Initial Debenture shall additionally bear such distinguishing letters and numbers as the Trustee shall approve. Notwithstanding the foregoing, an Initial Debenture may be in such other form or forms as may, from time to time on notice time, be, approved by a resolution of the Board of Directors, or as provided for specified in Section 4.3 for the Redemption Pricean Officer’s Certificate. On and after December 31, 2014 and prior to the Maturity Date, the The Initial Debentures may be redeemed engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another. The Initial Debentures shall be issued in the form of one or more Debenture Certificates, shall bear the U.S. Legend, if applicable, and as Uncertificated Debentures. (7) Within 30 days following a Change of Control, and subject to the provisions and conditions of this subsection 2.5(7), the Corporation shall, at the option discretion of the Trust Debentureholders, be obligated to offer to purchase or convert all of the Initial Debentures then outstanding. The terms and conditions of such obligation are set forth below: (a) Not less than 30 days following the occurrence of a Change of Control, the Corporation shall deliver to the Trustee, and the Trustee shall promptly deliver to the holders of the Initial 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”). Prior to the Change of Control Purchase Date (as defined below), the Debentureholders shall, in whole their sole discretion, have the right to require the Corporation to, either: (i) purchase the Debentures at 104% of the principal amount thereof plus unpaid interest to the Maturity Date (the “Offer Price”); or in part from time (ii) convert the Debentures at the Conversion Price (the “Change of Control Offer”). The “Change of Control Purchase Date” shall be the date that is 30 Business Days after the date of the Change of Control Notice is delivered to time on notice as provided for in Section 4.3holders of Initial Debentures.

Form and Terms of Initial Debentures. (a) The first series of Debentures (the "“Initial Debentures"”) authorized for issue immediately issuance is limited to an aggregate principal amount of $60,000,000 226,500,000 and shall must be designated as "7.00“6.25% Convertible Unsecured Junior Subordinated Debentures"”. However, additional Initial Debentures may be issued pursuant to this Indenture after the date hereof. The Debenture Trustee has been appointed as transfer agent and registrar of the Initial Debentures. (b) The Initial Debentures shall must be dated as of the date of the closing of the Offering (or such other date as the Trust may request) •, 2010 and shall will mature December 31June 30, 2015 2017 (the "“Maturity Date" for the Initial Debentures”). (c) The Initial Debentures shall will bear interest from the date of the Initial Debentures issue at the rate of 7.006.25% per annum (based on a year of 365 days)annum, payable in equal (with the exception of the first interest payment which will include interest from and including the date of closing of the Offering as set forth below) semi-annual payments in arrears on June 30 and December 31 in of each year, the first such payment to fall falling due on December 31, 2010 and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date of the Initial Debentures) to fall falling due on December 31June 30, 20152017, payable after as well as before maturity and after as well as before default, with interest on amounts in default at the same rate, compounded semi-annually. For certaintyNotwithstanding the foregoing, the first interest payment will include accrued interest accrued from and including the date of closing of the Offering •, 2010 to, but excluding excluding, December 31, 2010, which 2010 and will be equal to $42.00 for each • per $1,000 100 principal amount of Initial Debentures. The record dates for the payment of interest on the Initial Debentures will be June 15 and December 15 in each year (or the first Business Day prior to such date if not a Business Day). (d) The Initial Debentures will be are redeemable in accordance with the terms of Article 4, provided that the Initial Debentures will not be redeemable before December 31•, 20132013 [NTD: the date that is 3 years from the date of issue] (the “First Call Date”), except in the event of the satisfaction of certain conditions after a Change of Control has occurred as outlined provided herein. On or after the First Call Date and after December 31before •, 2013 and prior to December 31, 2014, provided 2015 [NTD: the date that is 5 years from the Current Market Price at date of issue] (the time of the Redemption Notice is at least 125% of the Conversion Price, “Second Call Date”) the Initial Debentures may be redeemed at the option of the Trust Corporation in whole or in part from time to time on notice as provided for in Section 4.3 for at a Redemption Price equal to the Redemption principal amount of the Initial Debentures; provided that the Current Market Price on the date on which such notice of redemption is given is at least 125% of the Conversion Price and the Corporation must have provided to the Debenture Trustee an Officers’ Certificate confirming such Current Market Price. In addition thereto, at the time of redemption, the Corporation will pay to the holder accrued and unpaid interest. On and or after December 31, 2014 the Second Call Date and prior to the Maturity Datematurity, the Initial Debentures may be redeemed at the option of the Trust Corporation in whole or in part from time to time on notice as provided for in Section 4.3, at a Redemption Price equal to the principal amount of the Initial Debentures, irrespective of the Current Market Price. In addition thereto, at the time of redemption, the Corporation must pay to the holder accrued and unpaid interest. The Redemption Notice for the Initial Debentures must be substantially in the form of Schedule “B”. (e) The Initial Debentures will be subordinated to the Senior Indebtedness of the Corporation in accordance with the provisions of Article 5. (f) Upon and subject to the provisions and conditions of Article 6, the holder of each Initial Debenture will have the right at such holder’s option, prior to the close of business on the earlier of the day upon which the Initial Debentures mature and the last Business Day immediately preceding the date specified by the Corporation for redemption of the Initial Debentures by notice to the holders of Initial Debentures in accordance with Subsections 2.4(d) and 4.3 (the earlier of which will be the “Time of Expiry” for the purposes of Article 6 in respect of the Initial Debentures), to convert any part, which is $100 or an integral multiple thereof, of the principal amount of such Debenture into Shares at the Conversion Price in effect on the Date of Conversion. The Conversion Price in effect on the date hereof for each Share to be issued upon the conversion of Initial Debentures will be equal to $17.00 such that approximately 5.88235 Shares will be issued for each $100 principal amount of Initial Debentures so converted, subject to the terms of Section 6.6. The Conversion Price applicable to the Shares, securities or other property receivable on the conversion of the Initial Debentures is subject to adjustment pursuant to the provisions of Subsection 2.4(k) and Section 6.5. Debentureholders converting their Initial Debentures will receive accrued and unpaid interest from the last Interest Payment Date to, but not including, the Date of Conversion. If the Date of Conversion in respect of any Initial Debentures converted hereunder occurs on an Interest Payment Date, then the holders thereof will receive all interest which has accrued prior to that Interest Payment Date and which has not been paid. (g) On redemption or on maturity of the Initial Debentures, the Corporation may, at its option and subject to the provisions of Sections 4.6 and 4.10, as applicable and subject to regulatory approval, elect to satisfy its obligation to pay all or a portion of the aggregate principal amount of the Initial Debentures by issuing and delivering Freely Tradeable Shares to such holders of Initial Debentures. If the Corporation elects to exercise such option, it must provide details in the Redemption Notice or deliver a maturity notice (the “Maturity Notice”) to the holders of the Initial Debentures substantially in the form of Schedule “C”. Interest accrued and unpaid on the Initial Debentures on the date of the redemption will be paid in cash. (h) The Initial Debentures must be issued in denominations of $100 and integral multiples of $100. Each Initial Debenture and the certificate of the Debenture Trustee endorsed thereon must be issued in substantially the form set out in Schedule “A” with such insertions, omissions, substitutions or other variations as required or permitted by this Indenture, and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of the Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform with general usage, all as may be determined by the Director or officer of the Corporation executing such Initial Debenture in accordance with Section 2.7, as conclusively evidenced by his or her execution of an Initial Debenture. Each Initial Debenture must also bear such distinguishing letters and numbers as the Debenture Trustee approves. Notwithstanding the foregoing, an Initial Debenture may be in such other form or forms as may, from time to time, be specified in an Officers’ Certificate. The Initial Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another. The Initial Debentures must be issued as Global Debentures. The Depositary for the Initial Debentures will be CDS Clearing and Depositary Services Inc. The Global Debentures must be registered in the name of the CDS&Co. (or any nominee of the Depositary). No beneficial holder will receive definitive certificates representing their interest in Initial Debentures except as provided in

Form and Terms of Initial Debentures. (a) ‌ 2.4.1 The first series of Debentures (the "“Initial Debentures"”) authorized for issue immediately is limited to an aggregate principal amount of up to $60,000,000 12,362,000 (assuming the Agents’ Option is exercised in full and including the Debentures issuable to the Agents in respect of the corporate finance fee payable by the Corporation to the Agents pursuant to the Agency Agreement) and shall be designated as "7.00“10.0% Unsecured Convertible Unsecured Junior Subordinated Debentures"”. (b) 2.4.2 The Initial Debentures shall be dated as of the date of the closing of the Offering (or such other date as the Trust may request) and shall mature on December 3123, 2015 2024 (the "“Maturity Date" ” for the Initial Debentures). (c) 2.4.3 The Initial Debentures shall bear interest from the date of the Initial Debentures issue at the rate of 7.0010.0% per annum (based on a year of 365 days360 days comprised of twelve 30-day months), payable in equal quarterly payments in arrears on the last day of each of March, June, September and December (with the exception of the first interest payment payment, which will include bear interest from and including the date of closing of the Offering as set forth below) semi-annual payments in arrears on June 30 and December 31 in each year), the first such payment to fall due on December 31, 2010 2021 and the last such payment (representing interest payable from and including the last Interest Payment Date to, but excluding, the Maturity Date of the Initial Debentures) to fall due on December 3123, 2015, 2024 payable after as well as before maturity and after as well as before default, with interest on amounts in default at the same rate, compounded semi-annuallyquarterly. For certainty, the first interest payment will include interest accrued from and including the date of closing of the Offering to, but excluding excluding, December 31, 20102021, which will be equal to $42.00 2.22 for each $1,000 principal amount of Initial Debentures. Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day. The record dates date for the payment of interest on the Initial Debentures will be June 15 and three Business Days prior to December 15 in each year (or 31, 2021 with respect to the first payment of interest on December 31, 2021 and thereafter shall be that date which is five Business Day Days prior to such date if not a Business Day)each Interest Payment Date. 2.4.4 The Initial Debentures will be subordinated to all existing and future Secured Indebtedness of the Corporation in accordance with the provisions of Article 5. The Initial Debentures will rank pari passu in right of payment of principal and interest with each other series of Debentures issued under this Indenture or under indentures supplemental to this Indenture (dregardless of their actual date or terms of issue) and, except as prescribed by law, with all other existing and future unsecured indebtedness of the Corporation, other than Secured Indebtedness. 2.4.5 The Initial Debentures will be redeemable in accordance with the terms of Article 4, 4 provided that the Initial Debentures will not be redeemable before December 3123, 20132022, except in the event of the satisfaction of certain conditions after a Change of Control has occurred as outlined provided herein. On and after December 3123, 2013 2022 and prior to December 31, 2014, provided that the Current Market Price at the any time of the Redemption Notice is at least 125% of the Conversion Price, the Initial Debentures may be redeemed at the option of the Trust in whole or in part from time to time on notice as provided for in Section 4.3 for the Redemption Price. On and after December 31, 2014 and prior to the Maturity Date, the Initial Debentures may be redeemed at the option of the Trust Corporation in whole or in part from time to time on notice as provided for in 4.3 at the applicable Redemption Price. 2.4.6 Upon and subject to the provisions and conditions of Article 4 and Section 4.33.7, the holder of each Initial Debenture shall have the right at such holder’s option, at any time prior to 5:00 pm (Eastern Time) on the earliest of (i) the Business Day immediately preceding the Maturity Date of the Initial Debentures; or (ii) if subject to redemption or repurchase pursuant to a Change of Control, on the Business Day immediately preceding the Redemption Date or the Change of Control Purchase Date, as applicable, subject to the satisfaction of certain conditions, by notice to the holders of Initial Debentures in accordance with Section 2.4.11 and 4.3 (the earlier of which will be the “Time of Expiry” for the purposes of Article 6 in respect of the Initial 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 Initial Debentures, such right to convert, if not exercised prior to the applicable Time of Expiry, shall survive as to any Initial Debentures not redeemed or converted and be applicable to the next succeeding Time of Expiry. 2.4.7 The Conversion Price in effect on the date hereof for each Common Share to be issued upon the conversion of Initial Debentures shall be equal to $0.60 such that 1,667 Common Shares shall be issued for each $1,000 principal amount of Initial Debentures so converted. Except as provided below, no adjustment in the number of Common Shares to be issued upon conversion will be made for dividends or distributions on Common Shares issuable upon conversion, the record date for the payment of which precedes the date upon which the holder becomes a holder of Common Shares in accordance with Article 6, or for interest accrued on Initial Debentures surrendered. No fractional Common Shares will be issued, and the number of Common Shares so issuable will be rounded down to the nearest whole number. The Conversion Price applicable to, and the Common Shares, securities or other property receivable on the conversion of, the Initial Debentures is subject to adjustment pursuant to the provisions of Section 6.3. Holders converting their Initial Debentures will receive, in addition to the applicable number of Common Shares, accrued and unpaid interest (less any taxes required to be deducted) in respect of the Initial Debentures surrendered for conversion up to but excluding the Date of Conversion from, and including, the most recent Interest Payment Date. The Conversion Price will not be adjusted for accrued interest. 2.4.8 Notwithstanding any other provisions of this Indenture, if a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, 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 and, for clarity, any interest payable on such Debentures will be for the account of the holder of record of such Debentures at the close of business on the relevant record date. 2.4.9 The Initial Debentures shall be issued in denominations of $1,000 and integral multiples of $1,000. Each Initial Debenture and the certificate of the Trustee endorsed thereon shall be issued in substantially the form set out in Schedule A, with such insertions, omissions, substitutions or other variations as shall be required or permitted by this Indenture, and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform with general usage. Each Initial Debenture shall additionally bear such distinguishing letters and numbers as the Trustee shall approve. Notwithstanding the foregoing, an Initial Debenture may be in such other form or forms as may, from time to time, be approved by a resolution of the Board of Directors, or as specified in an Officer’s Certificate. The Initial Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another. 2.4.10 The Debentures may be issued in the form of one or more Debenture Certificates or Global Debentures, substantially in the form set out in Schedule A hereto or as Uncertificated Debentures. Global Debentures will be registered in the name of the Depository, which, as of the date hereof, shall be CDS (or any nominee of the Depository) and, if applicable, be designated by a CUSIP number. No Beneficial Holder will receive definitive certificates representing its interest in Global Debentures except as provided in Section 3.2. A Global Debenture may be exchanged for Debentures in registered form that are not Global Debentures, or transferred to and registered in the name of a Person other than the Depository for such Global Debentures or a nominee thereof as provided in Section 3.2. 2.4.11 Within 30 days following a Change of Control, and subject to the provisions and conditions of this Section 2.4.11, the Corporation shall be obligated to offer to purchase all of the Initial Debentures then outstanding, subject to the exercise of conversion rights of holders in accordance with Section 2.4.6 and Article 6 (the “Change of Control Purchase Offer”). The terms and conditions of such obligation are set forth below: (a) Not more than 30 days following the occurrence of a Change of Control, the Corporation shall deliver to the Trustee, and the Trustee shall promptly deliver to the holders of the Initial 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”). Prior to the Change of Control Purchase Date (as defined below), the Debentureholders shall, in their sole discretion, have the right to require the Corporation to purchase the Debentures (the “Change of Control Purchase Option”) for an amount equal to 105% of the principal amount thereof plus unpaid interest to, but excluding, the Change of Control Purchase Date (the “Change of Control Purchase Price”). The “Change of Control Purchase Date” shall be the date that is 30 Business Days after the date of the Change of Control Notice is delivered to holders of Initial Debentures.

Form and Terms of Initial Debentures. (a1) The first series of Debentures (the "“Initial Debentures"”) authorized for issue immediately is limited to an aggregate principal amount of up to $60,000,000 230,000,000 and shall be designated as "7.00“5.0% Unsecured Convertible Unsecured Junior Subordinated Debentures"”. (b2) The Initial Debentures shall be dated as of the date of the closing of the Offering (or such other date as the Trust may request) and shall mature December 31on March 9, 2015 2020 (the "“Maturity Date" ” for the Initial Debentures). (c3) The Initial Debentures shall bear interest from the date of closing of the Initial Debentures Offering at the rate of 7.005.0% per annum (based on a year of 365 days360 days comprised of twelve 30-day months), payable in equal (with the exception of the first interest payment which will include interest from and including the date of closing of the Offering as set forth below) equal, semi-annual payments in arrears on June 30 and December 31 in each year, the first such payment to fall due on December 31June 30, 2010 2018 and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date of the Initial Debentures) to fall due on December 31March 9, 20152020, payable after as well as before maturity and after as well as before default, with interest on amounts in default or after maturity at the same rate, compounded semi-annually. For certainty, the first interest payment will include interest accrued from and including the date of closing of the Offering toto June 30, but excluding December 31, 20102018, which will be equal to $42.00 15.69 for each $1,000 principal amount of Initial Debentures. Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day. The record dates date for the payment of interest on the Initial Debentures will be June 15 and December 15 in each year (or the first that date which is five Business Day Days prior to such date if not a Business Day)each Interest Payment Date. (d4) The Initial Debentures will be redeemable subordinated to all existing and future Secured Indebtedness of the Corporation in accordance with the terms provisions of Article 4, provided that the 5. The Initial Debentures will not be redeemable before December 31, 2013rank pari passu with each other series of Debentures issued under this Indenture or under indentures supplemental to this Indenture (regardless of their actual date or terms of issue) and, except in as prescribed by law, with all other existing and future unsecured indebtedness of the event Corporation, other than Secured Indebtedness. (5) Upon and subject to the provisions and conditions of Article 6 and Section 3.7, the holder of each Initial Debenture shall have the right at such holder’s option, at any time prior to the close of business on the earliest of (i) the Business Day immediately preceding the Maturity Date of the Initial Debentures; or (ii) if subject to repurchase pursuant to a Change of Control, on the Business Day immediately preceding the payment date, subject to the satisfaction of certain conditions after conditions, by notice to the holders of Initial Debentures in accordance with subsection 2.5(7) (the earlier of which will be the “Time of Expiry” for the purposes of Article 6 in respect of the Initial Debentures), to convert any part, being $1,000 or an integral multiple thereof, of the principal amount of a Change Debenture into Common Shares at the Conversion Price in effect on the Date of Control has occurred Conversion. Notwithstanding the foregoing, no Initial Debentures may be converted on an Interest Payment Date or during the five Business Days preceding each Interest Payment Date. The Conversion Price in effect on the date hereof for each Common Share to be issued upon the conversion of Initial Debentures shall be equal to $13.05 such that approximately 76.6284 Common Shares shall be issued for each $1,000 principal amount of Initial Debentures so converted. Except as outlined hereinprovided below, no adjustment in the number of Common Shares to be issued upon conversion will be made for dividends or distributions on Common Shares issuable upon conversion, the record date for the payment of which precedes the date upon which the holder becomes a holder of Common Shares in accordance with Article 6, or for interest accrued on Initial Debentures surrendered. On No fractional Common Shares will be issued, and after December 31, 2013 and prior to December 31, 2014, provided that holders will receive a cash payment in satisfaction of any fractional interest based on the Current Market Price at the time as of the Redemption Notice is at least 125% Date of Conversion, provided, however, the Corporation shall not be required to make any payment of less than $1.00. The Conversion PricePrice applicable to, and the Common Shares, securities or other property receivable on the conversion of, the Initial Debentures may is subject to adjustment pursuant to the provisions of Section 6.5. Holders converting their Initial Debentures will receive, in addition to the applicable number of Common Shares, accrued and unpaid interest (less any taxes required to be redeemed deducted) in respect of the Initial Debentures surrendered for conversion up to but excluding the Date of Conversion from, and including, the most recent Interest Payment Date. For clarity, payment of such interest may, at the option of the Trust in whole or in part from time Corporation, be paid on the next regularly scheduled Interest Payment Date following the Date of Conversion. Subject to time on notice as provided for in Section 4.3 for the Redemption Price. On and after December 316.7, 2014 and if prior to the Maturity Date, the volume weighted average price of the Common Shares on the Toronto Stock Exchange (or such other Canadian stock exchange on which the Common Shares are listed for trading) for 10 consecutive trading days exceeds $17.00, as adjusted in accordance with the Indenture, the Corporation may deliver a written notice to the Trustee in accordance with the Indenture and to the Registered Holder by way of news release to cause the Registered Holder to convert all but not less than the principal amount of the Debentures (less any tax required by law to be deducted or withheld) into that number of Common Shares of the Corporation equal to the principal amount of the Debentures (less any tax required by law to be deducted or withheld) to the date of such forced conversion. The Conversion Price will not be adjusted for accrued interest. Notwithstanding any other provisions of this Indenture, if a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, 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 and, for clarity, any interest payable on such Debentures will be for the account of the holder of record of such Debentures at the close of business on the relevant record date. A Debenture in respect of which a holder has accepted a notice in respect of a Change of Control Offer pursuant to the provisions of subsection 2.5(7) may be surrendered for conversion only if such notice is withdrawn in accordance with this Indenture. (6) The Initial Debentures shall be issued in denominations of $1,000 and integral multiples of $1,000. Each Initial Debenture and the certificate of the Trustee endorsed thereon shall be issued in substantially the form set out in Schedule A, with such insertions, omissions, substitutions or other variations as shall be required or permitted by this Indenture, and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform with general usage, all as may be determined by the Board of Directors executing such Initial Debenture in accordance with Section 2.8 hereof, as conclusively evidenced by their execution of an Initial Debenture. Each Initial Debenture shall additionally bear such distinguishing letters and numbers as the Trustee shall approve. Notwithstanding the foregoing, an Initial Debenture may be in such other form or forms as may, from time to time, be, approved by a resolution of the Board of Directors, or as specified in an Officer’s Certificate. The Initial Debentures may be redeemed engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another. The Initial Debentures shall be issued in the form of one or more Debenture Certificates, shall bear the U.S. Legend, if applicable, and as Uncertificated Debentures. (7) Within 30 days following a Change of Control, and subject to the provisions and conditions of this subsection 2.5(7), the Corporation shall, at the option discretion of the Trust Debentureholders, be obligated to offer to purchase or convert all of the Initial Debentures then outstanding. The terms and conditions of such obligation are set forth below: (a) Not less than 30 days following the occurrence of a Change of Control, the Corporation shall deliver to the Trustee, and the Trustee shall promptly deliver to the holders of the Initial 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”). Prior to the Change of Control Purchase Date (as defined below), the Debentureholders shall, in whole their sole discretion, have the right to require the Corporation to, either: (i) purchase the Debentures at 104% of the principal amount thereof plus unpaid interest to the Maturity Date (the “Offer Price”); or in part from time (ii) convert the Debentures at the Conversion Price (the “Change of Control Offer”). The “Change of Control Purchase Date” shall be the date that is 30 Business Days after the date of the Change of Control Notice is delivered to time on notice as provided for in Section 4.3holders of Initial Debentures.

Form and Terms of Initial Debentures. (a) The first series of Debentures (the "“Initial Debentures"”) authorized for issue immediately is limited to an aggregate principal amount of $60,000,000 50,000,000 and shall be designated as "7.00“8.00% Convertible Unsecured Junior Subordinated Subordinate Debentures"”. (b) The Initial Debentures shall be dated as of the date of the closing of the Offering (or such other date as the Trust may request) and June 28, 2005 shall mature December 31on June 30, 2015 (the "Maturity Date" for the Initial Debentures). (c) The Initial Debentures 2010 and shall bear interest from the date of the Initial Debentures issue at the rate of 7.008.00% per annum (based on a year of 365 days)annum, payable in equal (with the exception of the first interest payment which will include interest from and including the date of closing of the Offering as set forth below) semi-annual payments in arrears on June 30 and December 31 in each yearyear to holders of record at the close of business on the Business Day immediately preceding such interest payment date, except the first payment will include in arrears, accrued and unpaid interest for the period from the date of this Indenture to, but excluding, December 31, 2005 and the last such payment to fall due on December 31June 30, 2010 and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date of the Initial Debentures) to fall due on December 31, 20152010, payable after as well as before maturity and after as well as before default, with interest on amounts in default at the same rate, compounded semi-annually. For certainty, the first interest payment will include interest accrued from and including the date of closing . (c) Additional Amounts may become payable in respect of the Offering toDebentures pursuant to the terms of a separate registration rights agreement, but excluding December 31dated as of June 28, 20102005, which will be equal to $42.00 for each $1,000 principal amount of Initial Debentures. The record dates for among the payment of interest on Corporation and Scotia Capital Inc., CIBC World Markets Inc., TD Securities Inc. and GMP Securities Ltd. (the Initial Debentures will be June 15 and December 15 in each year (or the first Business Day prior to such date if not a Business Day“Registration Rights Agreement”). (d) The Initial Debentures will be redeemable by the Corporation in accordance with the terms of Article 4, provided that the Initial Debentures will not be redeemable before December 31at any time prior to June 30, 20132008, except in the event of the satisfaction of certain conditions after a Change of Control has occurred as outlined herein. On and after December 31June 30, 2013 2008 and prior to December 31June 30, 20142009, the Initial Debentures may be redeemed in whole at any time or in part from time to time at the option of the Corporation on notice as provided for in Section 4.3 and, in such case, the Redemption Price for the Initial Debentures will be a price equal to their principal amount plus accrued and unpaid interest provided that the Current Market Price at the time volume weighted average trading price of the Redemption Notice Shares on the TSX for at least 20 trading days in any consecutive 30-day period ending on the fifth day prior to the date on which such notice of redemption is given is at least 125% of the Conversion Price and the Corporation shall have provided to the Trustee an Officer’s Certificate confirming such Current Market Price. Subsequent to July 1, 2009 and prior to June 30, 2010, the Initial Debentures may be redeemed at by the option of the Trust Corporation in whole at any time or in part from time to time at the option of the Corporation on notice as provided for in Section 4.3 and, in such case, the Redemption Price for the Initial Debentures will be a price equal to their principal amount plus accrued and unpaid interest. The Redemption Notice for the Initial Debentures shall be in the form of Schedule “B”. (e) The Initial Debentures will be subordinated to the Senior Indebtedness of the Corporation in accordance with the provisions of Article 5; provided, however, that nothing contained in this Indenture shall in any way or manner restrict the Corporation from incurring, directly or indirectly, any additional indebtedness. (f) Upon and subject to the provisions and conditions of Article 6, the holder of each Initial Debenture shall have the right, at such holder’s option, at any time prior to 5 p.m. Toronto time on the earlier of June 30, 2010 and the last Business Day immediately preceding the date specified by the Corporation for redemption of the Initial Debentures by notice to the holders of Initial Debentures in accordance with Section 2.4(d) and Section 4.3 (the earlier of which will be the “Time of Expiry” for the purposes of Article 6 in respect of the Initial Debentures), to convert the whole or, in the case of a Debenture of a denomination in excess of $1,000, any part which is $1,000 or an integral multiple thereof, of the principal amount of such Debenture into Shares at the Conversion Price in effect on the Date of Conversion (as defined in Section 6.3(b)). The Conversion Price in effect on the date hereof for each Share to be issued upon the conversion of Initial Debentures shall be equal to $14.00 such that approximately 71.4286 Shares shall be issued for each $1,000 principal amount of Initial Debentures so converted. No adjustment will be made for distributions on Shares issuable upon conversion. Holders converting their Initial Debentures shall be entitled to receive, in addition to the applicable number of Shares, accrued and unpaid interest in respect thereof for the period up to but excluding the Date of Conversion from the day immediately following the latest Interest Payment Date. The Conversion Price applicable to and the Shares, securities or other property receivable on the conversion of the Initial Debentures is subject to adjustment pursuant to the provisions of Section 6.4. (g) On redemption or on maturity of the Initial Debentures, the Corporation may, at its option and subject to the provisions of Section 4.6 and Section 4.10 as applicable, and subject to regulatory approval, if required, elect to satisfy its obligation to pay the principal amount of the Initial Debentures, in whole or in part, by issuing and delivering to the holders of Initial Debentures that number of Freely Tradeable Shares obtained by dividing the principal amount of the Initial Debentures by 95% of the Current Market Price. On and after December 31If the Corporation elects to exercise such option, 2014 and prior it shall deliver a Redemption Notice or a maturity notice (the “Maturity Notice”), as the case may be, to the Maturity Dateholders of the Initial Debentures in the form of Schedule “B” or Schedule “C”, as applicable. (h) The Initial Debentures shall be issued as one or more Global Debentures in denominations of $1,000 and integral multiples of $1,000 and the Trustee is hereby appointed as registrar and transfer agent for the Initial Debentures. Each Initial Debenture and the certificate of the Trustee endorsed thereon shall be issued in substantially the form set out in Schedule “A”, with such insertions, omissions, substitutions or other variations as shall be required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform with general usage, all as may be determined by the directors of the Corporation executing such Initial Debenture in accordance with Section 2.7 hereof, as conclusively evidenced by their execution of an Initial Debenture. Each Initial Debenture shall additionally bear such distinguishing letters and numbers as the Trustee shall approve. Notwithstanding the foregoing, an Initial Debenture may be in such other form or forms as may, from time to time, be approved by a resolution of the directors or as specified in an Officer’s Certificate. The Initial Debentures may be redeemed engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another. The Initial Debentures shall be issued as Global Debentures and the Depositary or Depositories for such Global Debentures in whose name the Global Debentures will be registered (and the Global Debentures may be registered in the name of a nominee of the Depositary), and any circumstances other than or in addition to those set forth in Section 3.2 in which any such Global Debenture may be exchanged for Debentures in registered form that are not Global Debentures, or transferred to and registered in the name of a person other than the Depositary for such Global Debentures or a nominee thereof, shall be determined by the Corporation at the option time of issue. (i) Upon and subject to the Trust provisions and conditions of Article 10, the Corporation may elect, from time to time, to satisfy its Interest Obligation, in whole or in part part, to the extent specified herein and applicable Regulatory Approval, on the Initial Debentures on any Interest Payment Date by delivering Shares to the Trustee. (j) The following terms and conditions apply in the case of a Change of Control: (i) Upon the occurrence of a Change of Control, prior to June 30, 2008, the Corporation shall be required to make an offer to purchase (the “Corporation Offer”) all of the then outstanding Debentures on the date which is not later than 30 days following the date upon which the Trustee delivers a Change of Control Notice (as defined below) to the holders of Initial Debentures (such date being referred to as the “Change of Control Date”) at a price equal to the principal amount thereof plus an amount equal to the interest payments not yet received on the Debentures calculated from time the date of the Change of Control to time June 30, 2008, discounted at the Government of Canada Yield (as defined below) (the “Pre-June 30, 2008 Price”). Upon the occurrence of a Change of Control on notice or after June 30, 2008, the Corporation shall be required to make the Corporation Offer for all of the then outstanding Debentures on the Change of Control Date at a price equal to the principal amount thereof plus accrued and unpaid interest to the purchase date (the “Post-June 30, 2008 Price”). The term “Government of Canada Yield” on any date shall mean the average of the yields determined by two registered Canadian investment dealers (as provided for selected by the Corporation) as being the yield to maturity on such date, compounded semi-annually and calculated in Section 4.3accordance with generally accepted financial practice, that a non-callable Government of Canada Bond would carry if issued in Canadian dollars in Canada at 100% of its principal on such date with a maturity date of June 30, 2008.

Form and Terms of Initial Debentures. (a) The first series of Debentures (the "“Initial Debentures"”) authorized for issue immediately is limited to an aggregate principal amount of $60,000,000 230,000,000 and shall be designated as "7.00“6.00% Extendible Convertible Unsecured Junior Subordinated Debentures"”. (b) The Initial Debentures shall be dated as of the September 8, 2011, regardless of their actual date of the closing of the Offering (or such other date as the Trust may request) issue, and shall mature December 31, 2015 (the "Maturity Date" for the Initial Debentures). (c) The Initial Debentures shall bear interest from the date of the Initial Debentures September 8, 2011 at the rate of 7.006.00% per annum (based on a year of 365 days)annum, payable in equal (with the exception of semi-annual payments on September 30 and March 31 in each year, except the first payment, which shall be made on the third Business Day following the Take-Up (the “Initial Interest Payment Date”) (unless the Initial Debentures are repaid in full on the Initial Maturity Date, in which case interest payment which will include interest be paid on the Initial Maturity Date for the period from and including the date of closing of the Offering as set forth below) semi-annual payments in arrears on June 30 and December 31 in each year, the first such payment issue to fall due on December 31, 2010 and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date of excluding the Initial Debentures) Maturity Date), and which shall include accrued and unpaid interest for the period from and including September 8, 2011 to fall due on December 31, 2015but excluding such first interest payment date, payable after as well as before maturity and after as well as before default, with interest on amounts in default at the same rate, compounded semi-annuallyannually and calculated based on a 365-day year. For certaintyFollowing the Initial Interest Payment Date, the first second interest payment will include interest accrued from and including the date of closing of the Offering to, but excluding December 31, 2010, which will be equal to $42.00 for each $1,000 principal amount of Initial Debentures. The record dates for the payment of interest on the Initial Debentures will be June 15 made on the next applicable semi-annual interest payment date, being either March 31 or September 30, and December 15 will include accrued and unpaid interest for the period from, and including, the Initial Interest Payment Date to, but excluding, such second interest payment date. Thereafter, all interest payments will be payable semi-annually in arrears on March 31 and September 30 in each year year. On or before 11:00 a.m. (or Toronto time) on the first Business Day prior to such the date any payment is to be made, the Corporation shall provide the Debenture Trustee with a Written Direction of the Corporation specifying the payments to be made. The Debenture Trustee shall not be responsible for calculating the amount of interest owing, but shall be entitled to rely absolutely on the Written Direction of the Corporation specifying the payments to be made. (c) The Initial Debentures shall mature on the Initial Maturity Date, provided that if the Take-Up occurs prior to the occurrence of a Termination Event, the Initial Debentures shall not a Business Daymature on the Initial Maturity Date and the maturity date of the Initial Debentures shall be automatically extended to September 30, 2016 (the “Final Maturity Date”). (d) The Initial Debentures will be redeemable by the Corporation, provided that the Initial Maturity Date is extended to the Final Maturity Date, in accordance with the terms of Article 4, provided that the Initial Debentures will not be redeemable before December 31September 30, 20132014, except in the event of the satisfaction of certain conditions after a Change of Control has occurred as outlined herein. On and after December 31September 30, 2013 2014 and prior to December 31, 2014, provided that the Current Market Price at the time of the Redemption Notice is at least 125% of the Conversion PriceFinal Maturity Date, the Initial Debentures may be redeemed at the option of the Trust redeemed, in whole at any time, or in part from time to time time, at the option of the Corporation on notice as provided for in Section 4.3 at a Redemption Price for the Initial Debentures equal to their principal amount provided that the Current Market Price immediately preceding the date on which such notice of redemption is given is not less than 125% of the Conversion Price and the Corporation shall have provided to the Debenture Trustee an Officer’s Certificate confirming such Current Market Price. The Redemption Notice for the Initial Debentures shall be in the form of Schedule B. Holders of the Initial Debentures being redeemed shall be entitled to receive, in addition to the Redemption Price. On , accrued and unpaid interest in respect thereof for the period up to but excluding the Redemption Date from and including the latest Interest Payment Date. (e) The Initial Debentures will be subordinated to the Senior Indebtedness of the Corporation in accordance with the provisions of Article 5; provided, however, that nothing contained in this Trust Indenture shall in any way or manner restrict the Corporation from incurring, directly or indirectly, any additional indebtedness, including indebtedness that ranks senior to the Debentures, or from mortgaging, pledging or charging real or personal property or properties of the Corporation or its Subsidiaries to secure any indebtedness. (f) The Initial Debentures will, effective as of the issue date thereof, be listed and posted for trading on the TSX and the Corporation will take all reasonable steps to cause such listing to be maintained so long as any such Initial Debentures remain outstanding and to maintain its status as a reporting issuer (or the equivalent thereof) not in default of Applicable Securities Legislation. (g) Upon and subject to the provisions and conditions of Article 6, the holder of each Initial Debenture shall have the right, at such holder’s option, at any time after December 31, 2014 the Take-Up occurs and prior to 5:00 p.m. (Toronto time) on the earlier of the Final Maturity Date and the last Business Day immediately preceding the date specified by the Corporation for redemption of the Initial Debentures by notice to the holders of Initial Debentures in accordance with Sections 2.4(d) and 4.3 (the earlier of which will be the “Time of Expiry” for the purposes of Article 6 in respect of the Initial Debentures), to convert the whole or, in the case of a Debenture of a denomination in excess of $1,000, any part which is $1,000 or an integral multiple thereof, of the principal amount of such Debenture into Freely Tradeable Common Shares at the Conversion Price for the Initial Debentures in effect on the Date of Conversion. The Conversion Price for the Initial Debentures in effect on the date hereof for each Common Share to be issued upon the conversion of Initial Debentures shall be equal to $9.20 such that approximately 108.6957 Common Shares shall be issued for each $1,000 principal amount of Initial Debentures so converted. No adjustment to the Conversion Price will be made for distributions or dividends on Common Shares issuable on conversion or for interest accrued on the Initial Debentures surrendered for conversion; however, holders converting their Initial Debentures shall be entitled to receive, in addition to the applicable number of Freely Tradeable Common Shares, accrued and unpaid interest in respect thereof for the period from and including the last Interest Payment Date to but excluding the Date of Conversion. The Conversion Price applicable to, and the Common Shares, securities or other property receivable on the conversion of the Initial Debentures, is subject to adjustment pursuant to the provisions of Section 6.4. (h) On redemption or on maturity of the Initial Debentures (provided that the maturity date is extended to the Final Maturity Date), the Corporation may, at its option and subject to the provisions of Section 4.6, Section 4.10 and Section 7.8, as applicable, and subject to regulatory approval, if required, elect to satisfy its obligation to pay the principal amount of the Initial Debentures, in whole or in part, by issuing and delivering Freely Tradeable Common Shares to the holders of Initial Debentures. If the Corporation elects to exercise such option, it shall deliver a Redemption Notice or a maturity notice (the “Maturity Notice”), as the case may be, to the holders of the Initial Debentures in the form of Schedule B or Schedule C, as applicable. (i) The Initial Debentures shall be issued as one or more Global Debentures in denominations of $1,000 and integral multiples of $1,000 and the Debenture Trustee is hereby appointed as registrar and transfer agent for the Initial Debentures. Each Initial Debenture and the certificate of the Debenture Trustee endorsed thereon shall be issued in substantially the form set out in Schedule A, with such insertions, omissions, substitutions or other variations as shall be required or permitted by this Trust Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Trust Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform with general usage, all as may be determined by the representative of the Corporation executing such Global Debentures in accordance with Section 2.7, as conclusively evidenced by its execution of a Global Debenture. Each Initial Debenture shall additionally bear such distinguishing letters and numbers as the Debenture Trustee shall approve. Notwithstanding the foregoing, an Initial Debenture may be in such other form or forms as may, from time to time, be approved by a resolution of the directors or as specified in an Officer’s Certificate. The Initial Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another. The Debentures shall be issued as a Book-Entry Only Debenture represented by a Global Debenture. Beneficial interests in a Global Debenture will be represented through book-entry accounts of participants in the Depository (“Participants”) on behalf of the applicable Beneficial Debentureholders in accordance with the rules and procedures of the Depository. Any circumstances other than or in addition to those set forth in Section 3.2 in which any such Global Debenture may be exchanged for Debentures in registered form that are not Global Debentures, or transferred to and registered in the name of a person other than the Depository for such Global Debentures or a nominee thereof, shall be determined by the Corporation at the time of issue. Neither the Corporation or the Debenture Trustee shall have any liability for: (i) the records maintained by the Depository or any other Person relating to beneficial interests in Global Certificates or the book-entry accounts maintained by the Depository; (ii) maintaining, supervising or reviewing any records relating to such beneficial ownership interests or payments made by any Person (other than the Issuer) in respect thereof; (iii) any advice or representation made or given by the Depository or made or given herein with respect to the rules and regulations of the Depository; or, (iv) any action to be taken by the Depository at the direction of its Participants. Except as provided herein Beneficial Debentureholders shall not be entitled to have Debentures registered in their names, shall not receive or be entitled to receive definitive debenture for their Notes and shall not be considered owners or holders thereof under this Indenture. Notwithstanding the foregoing, nothing herein shall impair, as between the Depository and its Participants or applicable Beneficial Debentureholders, the operation of customary practices of the Depository governing the exercise of the rights of applicable Beneficial Debentureholders of their interests in the global debenture evidenced by Global Debentures. Whenever this Indenture requires or permits actions to be taken based upon votes, resolutions, instructions, directions, waivers or consents of Debentureholders evidenced by a specified percentage of the outstanding Notes, the Depository shall be deemed to be counted in that percentage only to the extent that it has received instructions to such effect from the Beneficial Debentureholders, or the Participants on behalf of the applicable Beneficial Debentureholders, in accordance with the customary practices of the Depository. (j) Upon and subject to the provisions and conditions of Article 10, if the Initial Maturity Date is extended to the Final Maturity Date, the Initial Debentures Corporation may be redeemed at the option of the Trust elect, from time to time, to issue and solicit bids to sell sufficient Freely Tradeable Common Shares in order to raise funds to satisfy its Interest Obligation, in whole or in part part, on the Initial Debentures on any Interest Payment Date. (k) Within 30 days following the occurrence of a Change of Control, and subject to the provisions and conditions of this Section 2.4(k), the Corporation shall be obligated to offer to purchase all of the Initial Debentures then outstanding. The terms and conditions of such obligation are set forth below: (i) Within 30 days following the occurrence of a Change of Control, the Corporation shall deliver to the Debenture Trustee, and the Debenture Trustee shall promptly deliver to the holders of the Initial 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, on the Change of Control Purchase Date (as defined below), all (or any portion actually tendered to such offer) of the Initial Debentures then outstanding from time the holders thereof made in accordance with the requirements of Applicable Securities Legislation at a price per Initial Debenture equal to time 100% of the principal amount thereof (the “Offer Price”) plus accrued and unpaid interest on notice as provided such Initial Debentures up to, but excluding, the Change of Control Purchase Date (collectively, the “Total Offer Price”). If such Change of Control Purchase Date is after a record date for in Section 4.3the payment of interest on the Initial 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. The “Change of Control Purchase Date” shall be the date that is 30 Business Days after the date that the Change of Control Notice and Change of Control Purchase Offer are delivered to holders of Initial Debentures.

Form and Terms of Initial Debentures. (a1) The first series of Debentures (the "“Initial Debentures"”) authorized for issue immediately is limited to an aggregate principal amount of up to $60,000,000 25,000,000 and shall be designated as "7.00“8.0% Unsecured Convertible Unsecured Junior Subordinated Debentures"”. (b2) The Initial Debentures shall be dated as of the date of the closing of the Offering (or such other date as the Trust may request) and shall mature December 31on February 28, 2015 2021 (the "“Maturity Date" ” for the Initial Debentures). (c3) The Initial Debentures shall bear interest from the date of the Initial Debentures issue at the rate of 7.008.0% per annum (based on a year of 365 days360 days composed of twelve 30-day months), payable in equal semi- annual payments in arrears on June 30 and December 31 in each year (with the exception of the first interest payment payment, which will include interest from and including the date of closing of the Offering as set forth below) semi-annual payments in arrears on June 30 and December 31 in each year), the first such payment to fall due on December 31June 30, 2010 2019, representing accrued interest for the period from February 28, 2019 to June 30, 2019 and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date of the Initial Debentures) to fall due on December 31February 28, 20152021, payable after as well as before maturity and after as well as before default, with interest on amounts in default at the same rate, compounded semi-annually. For certainty, the first interest payment will include interest accrued from and including the date of closing of the Offering Closing Date to, but excluding December 31excluding, 2010June 30, which 2019. Any payment required to be made on any day that is not a Business Day will be equal to $42.00 for each $1,000 principal amount of Initial Debenturesmade on the next succeeding Business Day. The record dates date for the payment of interest on the Initial Debentures will be June 15 and December 15 in each year (or the first last Business Day prior to such date if not a Business Day)of the month preceding the month of the applicable Interest Payment Date. (d4) The Initial Debentures will be redeemable in accordance with the terms of Article 4, provided that the Initial Debentures will not be redeemable before December 31September 28, 20132019, except in the event of the satisfaction of certain conditions after a Change of Control has occurred as outlined provided herein. On and after December 31September 28, 2013 2019 and at any time prior to December 31, 2014, provided that the Current Market Price at the time of the Redemption Notice is at least 125% of the Conversion PriceMaturity Date, the Initial Debentures may be redeemed at the option of the Trust Corporation in whole or in part from time to time on notice as provided for in Section 4.3 for at the applicable Redemption Price. The Redemption Notice for the Initial Debentures shall be substantially in the form of Schedule G. (5) The Initial Debentures will be subordinated to all Secured Indebtedness of the Corporation in accordance with the provisions of Article 5. The Initial Debentures will rank pari passu in right of payment of principal and interest with all other Debentures issued under the Offering and all previous existing unsecured indebtedness of the Corporation and, except as prescribed by law, with all other existing and future unsecured indebtedness of the Corporation, other than Secured Indebtedness. (6) On or after September 28, 2019 and after December 31upon and subject to the provisions and conditions of Article 5 and Section 3.7, 2014 and the holder of each Initial Debenture shall have the right at such holder’s option, at any time prior to 4:00 p.m. (Pacific Time) on the earliest of (i) the Business Day immediately preceding the Maturity Date of the Initial Debentures; or (ii) if subject to redemption pursuant to a Change of Control, on the Business Day immediately preceding the Payment Date, subject to the satisfaction of certain conditions, by notice to the holders of Initial Debentures in accordance with Section 2.5(9) (the earlier of which will be the “Time of Expiry” for the purposes of Article 5 in respect of the Initial Debentures), to convert any part, being $1,000 or an integral multiple thereof, of the principal amount of a Debenture into Subordinate Voting Shares at the Conversion Price in effect on the Date of Conversion. The Conversion Price in effect on the date hereof for each Subordinate Voting Share to be issued upon the conversion of Initial Debentures shall be equal to $6.50 such that approximately 153.846 Subordinate Voting Shares shall be issued for each $1,000 principal amount of Initial Debentures so converted. Except as provided below, no adjustment in the number of Subordinate Voting Shares to be issued upon conversion will be made for dividends or distributions on Subordinate Voting Shares issuable upon conversion, the record date for the payment of which precedes the date upon which the holder becomes a holder of Subordinate Voting Shares in accordance with Article 5, or for interest accrued on Initial Debentures surrendered. No fractional Subordinate Voting Shares will be issued, and the number of Subordinate Voting Shares so issuable will be rounded down to the nearest whole number, on any conversion of the Debentures and in lieu thereof, the Corporation will satisfy fractional interests by a cash payment equal to the Conversion Price on the relevant date of any fractional interest. The Conversion Price applicable to, and the Subordinate Voting Shares, securities or other property receivable on the conversion of, the Initial Debentures is subject to adjustment pursuant to the provisions of Section 6.3. Holders converting their Initial Debentures will receive, in addition to the applicable number of Subordinate Voting Shares, accrued and unpaid interest (less any taxes required to be deducted) in respect of the Initial Debentures surrendered for conversion up to and including the Date of Conversion from, and including, the most recent Interest Payment Date. The Conversion Price will not be adjusted for accrued interest. Notwithstanding any other provisions of this Indenture, if a Debenture is surrendered for conversion on an Interest Payment Date or during the five Business Days preceding each Interest Payment Date, the Person or Persons entitled to receive Subordinate Voting Shares in respect of the Debenture so surrendered for conversion shall not become the holder or holders of record of such Subordinate Voting Shares until the Business Day following such Interest Payment Date and, for clarity, any interest payable on such Debentures will be for the account of the holder of record of such Debentures at the close of business on the relevant record date. (7) A Debenture in respect of which a holder has accepted a notice in respect of a Change of Control Purchase Option pursuant to the provisions of (7) may be redeemed at surrendered for conversion only if such notice is withdrawn in accordance with this Indenture. (8) The Initial Debentures shall be issued in denominations of $1,000 and integral multiples of $1,000. Each Initial Debenture and the option certificate of the Trust Trustee endorsed thereon shall be issued in whole substantially the form set out in Schedule A, with such insertions, omissions, substitutions or other variations as shall be required or permitted by this Indenture, and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform with general usage, all as may be determined by the Board of Directors executing such Initial Debenture in part accordance with Section 2.8 hereof, as conclusively evidenced by their execution of an Initial Debenture. Each Initial Debenture shall additionally bear such distinguishing letters and numbers as the Trustee shall approve. Notwithstanding the foregoing, an Initial Debenture may be in such other form or forms as may, from time to time time, be, approved by a resolution of the Board of Directors, or as specified in an Officer’s Certificate. The Initial Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another. The Initial Debentures shall be issued in the form of one or more Debenture Certificates and as Uncertificated Debentures. Notwithstanding the foregoing, Initial Debentures issued to U.S. Purchasers (other than Qualified Institutional Buyers that have delivered to the Corporation a Qualified Institutional Buyer Letter) shall be issued only as Debenture Certificates,. (9) Upon the occurrence of a Change of Control, and subject to the provisions and conditions of this subsection 2.5(9), the Corporation shall be obligated to offer to purchase or convert all of the outstanding Initial Debentures on the following terms and conditions: (a) Not less than 5 days following the occurrence of a Change of Control, the Corporation shall deliver to the Trustee, and the Trustee shall promptly deliver to the holders of the Initial 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”). Prior to the Change of Control Purchase Date (as provided for defined below), the Debentureholders shall, in Section 4.3their sole discretion, have the right to require the Corporation to, either: (i) purchase the Debentures at 100% of the principal amount thereof plus accrued and unpaid interest (the “Offer Price”); or (ii) if the Change of Control results in a new issuer, convert the Debentures into replacement notes of the new issuer in the aggregate principal amount of 101% of the aggregate principal amount of the Debentures held by the electing holder, with such adjustments as are required to make the replacement notes otherwise economically equivalent to the Debentures, but otherwise on the terms of the Debentures (the “Change of Control Offer”). The “Change of Control Purchase Date” shall be the date that is 30 Business Days after the date of the Change of Control Notice is delivered to holders of Initial Debentures.

Form and Terms of Initial Debentures. (a) The first series of Debentures (the "Initial Debentures") authorized for issue immediately is limited to an aggregate principal amount of $60,000,000 50,000,000 and shall be designated as "7.009.40% Convertible Unsecured Junior Subordinated Debentures". (b) The Initial Debentures shall be dated as of the date of the closing of the Offering (or such other date as the Trust may request) July 3, 2003, and shall mature December 31, 2015 (the "Maturity Date" for the Initial Debentures). (c) The Initial Debentures shall bear interest from the such date of the Initial Debentures at the rate of 7.009.40% per annum (based on a year of 365 days)annum, payable in equal (with the exception of the first interest payment which will include interest from and including the date of closing of the Offering as set forth below) semi-annual payments in arrears on June 30 July 31 and December January 31 in each year, the first such payment to fall due due, subject as hereinafter provided, on December January 31, 2010 2004 and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date of the Initial Debentures) ), subject as hereinafter provided, to fall due on December July 31, 20152008, payable after as well as before maturity and after as well as before default, with interest on amounts in default at the same rate, compounded semi-annually. For certainty, subject to adjustment as hereinafter provided, the first interest payment will include interest accrued from from, and including the date of closing of the Offering including, July 3, 2003 to, but excluding December 31excluding, 2010January 31 , 2004, which will be equal to $42.00 54.60 for each $1,000 principal amount of the Initial Debentures. The record dates for the payment of interest on the Initial Debentures will be June 15 and December 15 in each year (or the first Business Day prior to such date if not a Business Day)mature on July 31, 2008. (dc) The Initial Debentures will be redeemable in accordance with the terms of Article 4, provided that the Initial Debentures will not be redeemable on or before December July 31, 20132006, except in the event of the satisfaction of certain conditions after a Change of Control has occurred as outlined herein. On and or after December July 31, 2013 2006 and prior to December July 31, 2014, provided that the Current Market Price at the time of the Redemption Notice is at least 125% of the Conversion Price2007, the Initial Debentures may be redeemed at the option of the Trust in whole or in part from time to time on notice as provided for in Section 4.3 for the Redemption Priceat a price equal to $1,050 per $1,000 principal amount of Debenture plus accrued and unpaid interest. On and or after December July 31, 2014 and prior to the Maturity Date2007, the Initial Debentures may will be redeemed at the option of the Trust redeemable prior to maturity in whole or in part from time to time at the option of the Trust on notice as provided for in Section 4.34.3 hereof at a price equal to $1,025 per $1,000 principal amount of Debenture plus accrued and unpaid interest. The Redemption Notice for the Initial Debentures shall be substantially in the form of Schedule B. In connection with the redemption of the Initial Debentures, the Trust may, at its option and subject to the provisions of Section 4.6 and subject to regulatory approval, elect to satisfy its obligation to pay all or a portion of the aggregate principal amount of the Initial Debentures to be redeemed by issuing and delivering to the holders of such Initial Debentures, Freely Tradeable Trust Units. If the Trust elects to exercise such option, it shall so specify and provide details in the Redemption Notice. Interest accrued and unpaid on the Debentures on the Redemption Date will be paid to holders of Debentures, in cash, in the manner contemplated in Section 4.5. (d) The Initial Debentures will be subordinated to the Senior Indebtedness of the Trust in accordance with the provisions of Article 5. (e) Upon and subject to the provisions and conditions of Article 6, the holder of each Initial Debenture shall have the right at such holder's option, at any time prior to the close of business on the earlier of July 31, 2008 and the last Business Day immediately preceding the date specified by the Trust for redemption of the Initial Debentures by notice to the holders of Initial Debentures in accordance with Sections 2.4(c) and 4.3 (the earlier of which will be the "Time of Expiry" for the purposes of Article 6 in respect of the Initial Debentures), to convert the whole or, in the case of an Initial Debenture of a denomination in excess of $1,000, any part which is $1,000 or an integral multiple thereof, of the principal amount of a Debenture into Trust Units at the Conversion Price in effect on the Date of Conversion (as defined in Section 6.4(b)). The Conversion Price in effect on the date hereof for each Trust Unit to be issued upon the conversion of Initial Debentures shall be equal to $11.25 such that approximately 88.8889 Trust Units shall be issued for each $1,000 principal amount of Initial Debentures so converted. No adjustment in the number of Trust Units to be issued upon conversion will be made for distributions or dividends on Trust Units issuable upon conversion or for interest accrued on Initial Debentures surrendered for conversion. The Conversion Price applicable to and the Trust Units, securities or other property receivable on the conversion of the Initial Debentures is subject to adjustment pursuant to the provisions of Section 6.5. (f) On maturity of the Initial Debentures, the Trust may, at its option and upon and subject to the terms of Section 4.10 and subject to regulatory approval, elect to satisfy its obligation to pay all or a portion of the aggregate principal amount of the Initial Debentures due on maturity by issuing and delivering to such holders of Initial Debentures Freely Tradeable Trust Units. If the Trust elects to exercise such option, it shall deliver a maturity notice (the "Maturity Notice") to the holders of the Initial Debentures in the form of Schedule Cand provide the necessary details. Interest accrued and unpaid on the Debentures on the maturity date will be paid to holders of Debentures in cash. (g) The Initial Debentures shall be issued in denominations of $1,000 and integral multiples of $1,000. Each Initial Debenture and the certificate of the Debenture Trustee endorsed thereon shall be issued in substantially the form set out in Schedule A, with such insertions, omissions, substitutions or other variations as shall be required or permitted by this Indenture, and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform with general usage, all as may be determined by the directors of APF Energy (on behalf of the Trust) executing such Initial Debenture in accordance with Section 2.7 hereof, as conclusively evidenced by their execution of an Initial Debenture. Each Initial Debenture shall additionally bear such distinguishing letters and numbers as the Debenture Trustee shall approve. Notwithstanding the foregoing, an Initial Debenture may be in such other form or forms as may, from time to time, be, approved by a resolution of the directors of APF Energy, on behalf of the Trust or as specified in an Officer's Certificate. The Initial Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another. The Initial Debentures shall be issued as Global Debentures and the Global Debentures will be registered in the name of the Depositary which, as of the date hereof, shall be The Canadian Depositary for Securities Limited (or any nominee of the Depositary). No beneficial holder will receive definitive certificates representing their interest in Debentures except as provided in Section 3.2. A Global Debenture may be exchanged for Debentures in registered form that are not Global Debentures, or transferred to and registered in the name of a person other than the Depository for such Global Debentures or a nominee thereof as provided in Section 3.2. (h) Upon and subject to the terms and conditions of Article 10, the Trust may elect, from time to time, to satisfy its Interest Obligation on the Initial Debentures on any Interest Payment Date (or on redemption or maturity) by delivering Trust Units to the Debenture Trustee. (i) Within 30 days following the occurrence of a Change of Control, and subject to the provisions and conditions of this Section 2.4(i), the Trust shall be obligated to offer to purchase the Initial Debentures. The terms and conditions of such obligation are set forth below: (i) Within 30 days following the occurrence of a Change of Control, the Trust shall deliver to the Debenture Trustee, and the Debenture Trustee shall promptly deliver to the holders of the Initial Debentures, a notice stating that there has been a Change of Control and specifying the circumstances surrounding such event (a "Change of Control Notice") together with an offer in writing (the "Offer") to purchase all then outstanding Initial Debentures made in accordance with the requirements of Applicable Securities Legislation at a price equal to 101% of the principal amount thereof (the "Offer Price") plus accrued and unpaid interest on such Initial Debentures up to, but excluding, the date of acquisition by the Trust or a related party of such Debentures (collectively, the "Total Offer Price"). (ii) If 90% or more in aggregate principal amount of Initial Debentures outstanding on the date the Trust provides the Change of Control Notice and the Offer to holders of the Initial Debentures have been tendered for purchase pursuant to the Offer on the expiration thereof, the Trust has the right and obligation upon written notice provided to the Debenture Trustee within 10 days following the expiration of the Offer, to redeem and shall redeem all the Initial Debentures remaining outstanding on the expiration of the Offer at the Total Offer Price (the "90% Redemption Right"). (iii) Upon receipt of notice that the Trust has exercised or is exercising the 90% Redemption Right and is acquiring the remaining Initial Debentures, the Debenture Trustee shall promptly provide written notice to each Debentureholder that did not previously accept the Offer that: (A) the Trust has exercised the 90% Redemption Right and is purchasing all outstanding Initial Debentures effective on the expiry of the 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; (B) each such holder must transfer their Initial Debentures to the Debenture Trustee on the same terms as those holders that accepted the Offer and must send their respective Initial Debentures, duly endorsed for transfer, to the Debenture Trustee within 10 days after the sending of such notice; and (C) the rights of such holder under the terms of the Initial Debentures and this Indenture cease effective as of the date of expiry of the Offer provided the Trust has, on or before the time of notifying the Debenture Trustee of the exercise of the 90% Redemption Right, paid the Total Offer Price to, or to the order of, the Debenture Trustee and thereafter the Initial 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 Initial Debentures in accordance with the Indenture. (iv) The Trust shall, on or before 11:00 a.m. (Calgary Time), on the Business Day immediately prior to the expiry of the Offer, deposit with the Debenture Trustee or any paying agent to the order of the Debenture Trustee, such sums of money as may be sufficient to pay the Total Offer Price of the Initial Debentures to be purchased or redeemed by the Trust on the expiry of the Offer, provided the Trust may elect to satisfy this requirement by providing the Debenture Trustee with a cheque for such amounts required under this Section 2.4(i)(iv) post-dated to the date of expiry of the Offer. The Trust shall also deposit with the Debenture Trustee a sum of money sufficient to pay any charges or expenses which may be incurred by the Debenture Trustee in connection with such purchase and/or redemption, as the case may be. Every such deposit shall be irrevocable. From the sums so deposited, the Debenture Trustee shall pay or cause to be paid to the holders of such Initial Debentures, the Offer Price, and all accrued and unpaid interest, if any, to which they are entitled on the Trust's purchase or redemption. (v) In the event that one or more of such Initial Debentures being purchased in accordance with this Section 2.4(i) becomes subject to purchase in part only, upon surrender of such Initial Debentures for payment of the Total Offer Price, the Trust shall execute and the Debenture Trustee shall certify and deliver without charge to the holder thereof or upon the holder's order, one or more new Initial Debentures for the portion of the principal amount of the Initial Debentures not purchased. (vi) Initial Debentures for which holders have accepted the Offer and Initial Debentures which the Trust has elected to redeem in accordance with this Section 2.4(i) shall become due and payable at the Total Offer Price on the date of expiry of the Offer, in the same manner and with the same effect as if it were the date of maturity specified in such Initial Debentures, anything therein or herein to the contrary notwithstanding, and from and after such date of expiry of the Offer, if the money necessary to purchase or redeem the Initial Debentures shall have been deposited as provided in this Section 2.4(i) and affidavits or other proofs satisfactory to the Debenture Trustee as to the publication and/or mailing of such notices shall have been lodged with it, interest on the Initial 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 Debenture Trustee whose decision shall be final and binding upon all parties in interest. (vii) In case the holder of any Initial Debenture to be purchased or redeemed in accordance with this Section 2.4(i) shall fail on or before the date of expiry of the Offer so to surrender such holder's Initial Debenture or shall not within such time accept payment of the moneys payable, or give such receipt therefor, if any, as the Debenture Trustee may require, such moneys may be set aside in trust, either in the deposit department of the Debenture 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 moneys so paid and deposited, upon surrender and delivery up of such holder's Initial Debenture. In the event that any money required to be deposited hereunder with the Debenture Trustee or any depository or paying agent on account of principal, premium, if any, or interest, if any, on Initial Debentures issued hereunder shall remain so deposited for a period of six years from the date of expiry of the Offer, then such moneys, together with any accumulated interest thereon, shall at the end of such period be paid over or delivered over by the Debenture Trustee or such depository or paying agent to the Trust and the Debenture Trustee shall not be responsible to Debentureholders for any amounts owing to them. Notwithstanding the foregoing, the Debenture Trustee will pay any remaining funds deposited hereunder prior to the expiry of six years after the date of expiry of the Offer to the Trust upon receipt from the Trust, or one of its Subsidiaries, 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 Trust prior to the expiry of six years after the date of expiry of the Offer, the Trust shall reimburse the Debenture Trustee for any amounts required to be paid by the Debenture Trustee to a holder of a Debenture pursuant to the Offer after the date of such payment of the remaining funds to the Trust but prior to six years after the date of expiry of the Offer. (viii) Subject to the provisions above related to Initial Debentures purchased in part, all Initial Debentures redeemed and paid under this Section 2.4(i) shall forthwith be delivered to the Debenture Trustee and cancelled and no Initial Debentures shall be issued in substitution therefor. (j) The Debenture Trustee shall be provided with the documents and instruments referred to in Sections 2.5(b), (c) and (d) with respect to the Initial Debentures prior to the issuance of the Initial Debentures.

Form and Terms of Initial Debentures. (a1) The first series of Debentures (the "“Initial Debentures"”) authorized for issue immediately is limited to an aggregate principal amount of up to $60,000,000 37,273,000 (including the Over-Allotment Option) and shall be designated as "7.00“7.0% Unsecured Convertible Unsecured Junior Subordinated Debentures"”. (b2) The Initial Debentures (including, for the avoidance of doubt, any issued pursuant to the Over-Allotment Option and regardless of whether they are issued after the date of closing of the Offering) shall be dated as of the date of the closing of the Offering (or such other date as the Trust may request) and shall mature December 31on June 15, 2015 2026 (the "“Maturity Date" ” for the Initial Debentures). (c3) The Initial Debentures shall bear interest from the date of the Initial Debentures issue at the rate of 7.007.0% per annum (based on a year of 365 days360 days comprised of twelve 30-day months), payable in equal (with the exception of the first interest payment payment, which will include interest from and including the date of closing of the Offering as set forth below) semi-annual payments in arrears (less any tax required by law to be deducted) on June 30 and December 31 in each year, the first such payment to fall due on December 31, 2010 2021 and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date of the Initial Debentures) to fall due on December 31June 15, 20152026, payable after as well as before maturity and after as well as before default, with interest on amounts in default or after maturity at the same rate, compounded semi-semi- annually. For certainty, the first interest payment will include interest accrued from and including the date of closing of the Offering to, but excluding to December 31, 20102021, which will be equal to $42.00 38.11 for each $1,000 principal amount of Initial Debentures. Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day. The record dates date for the payment of interest on the Initial Debentures will be June 15 and December 15 in each year (or the first that date which is five Business Day Days prior to such date if not a Business Day)each Interest Payment Date. (d4) The Initial Debentures will be redeemable subordinated to all existing and future Secured Indebtedness of the Corporation in accordance with the terms provisions of Article 45 and in each case only to the extent of the value of the assets securing such Secured Indebtedness. In accordance with Section 2.13, provided that the Initial Debentures will not be redeemable before December 31, 2013rank pari passu and equally in right of payment with each other series of Debentures issued under this Indenture or under indentures supplemental to this Indenture (regardless of their actual date or terms of issue) and, except in as prescribed by law, with all other existing and future unsecured indebtedness of the event Corporation, other than Secured Indebtedness. (5) Upon and subject to the provisions and conditions of Article 6 and Section 3.7, the holder of each Initial Debenture shall have the right at such holder’s option, at any time prior to the close of business on the earliest of (i) the Business Day immediately preceding the Maturity Date of the Initial Debentures; or (ii) if subject to repurchase pursuant to a Change of Control, on the Business Day immediately preceding the payment date, subject to the satisfaction of certain conditions after conditions, by notice to the holders of Initial Debentures in accordance with subsection 2.5(7) (the earlier of which will be the “Time of Expiry” for the purposes of Article 6 in respect of the Initial Debentures), to convert any part, being $1,000 or an integral multiple thereof, of the principal amount of a Change Debenture into Subordinate Voting Shares at the Conversion Price in effect on the Date of Control has occurred Conversion. Notwithstanding the foregoing, no Initial Debentures may be converted on an Interest Payment Date or during the five Business Days preceding each Interest Payment Date. The Conversion Price in effect on the date hereof for each Subordinate Voting Share to be issued upon the conversion of Initial Debentures shall be equal to $10.55 such that 94.7867 Subordinate Voting Shares shall be issued for each $1,000 principal amount of Initial Debentures so converted. Except as outlined hereinprovided below, no adjustment in the number of Subordinate Voting Shares to be issued upon conversion will be made for dividends or distributions on Subordinate Voting Shares issuable upon conversion, the record date for the payment of which precedes the date upon which the holder becomes a holder of Subordinate Voting Shares in accordance with Article 6, or for interest accrued on Initial Debentures surrendered. On No fractional Subordinate Voting Shares will be issued, and after December 31, 2013 and prior to December 31, 2014, provided that holders will receive a cash payment in satisfaction of any fractional interest based on the Current Market Price at the time as of the Redemption Notice is at least 125% Date of Conversion, provided, however, the Corporation shall not be required to make any payment of less than $1.00. The Conversion PricePrice applicable to, and the Subordinate Voting Shares, securities or other property receivable on the conversion of, the Initial Debentures may is subject to adjustment pursuant to the provisions of Section 6.5. Holders converting their Initial Debentures will receive, in addition to the applicable number of Subordinate Voting Shares, accrued and unpaid interest (less any taxes required to be redeemed deducted) in respect of the Initial Debentures surrendered for conversion up to but excluding the Date of Conversion from, and including, the most recent Interest Payment Date. For clarity, payment of such interest may, at the option of the Trust in whole or in part from time Corporation, be paid on the next regularly scheduled Interest Payment Date following the Date of Conversion. Subject to time on notice as provided for in Section 4.3 for 6.7, if, following the Redemption Price. On date that is four months and one day after December 31, 2014 the closing of the Offering and prior to the Maturity Date, the Initial closing price of the Subordinate Voting Shares on the TSX (or such other Canadian stock exchange on which the Subordinate Voting Shares are then listed for trading) for 20 consecutive trading days exceeds $20.00, the Corporation may deliver a written notice to the Trustee in accordance with the Indenture and to the Debentureholders by way of news release to cause the Debentureholders to convert all but not less than all the principal amount of the Debentures may (less any tax required by law to be redeemed deducted or withheld), plus the amount of any accrued and unpaid interest and any Make-Whole Payment for which the Corporation elects to convert into Subordinate Voting Shares in accordance with Section 6.7, into that number of Subordinate Voting Shares of the Corporation equal to the principal amount of the Debentures plus, if applicable, accrued but unpaid interest to the date of such forced conversion plus any Make-Whole Payment (less any tax required by law to be deducted or withheld) divided by the Conversion Price. In the event of a forced conversion prior to the 3-year Anniversary, in addition to any unpaid and accrued interest, the holders of Convertible Debentures shall be entitled to an amount equal to interest that would otherwise be payable from the time of the forced conversion until the 3-year Anniversary (the “Make-Whole Payment”). In the event of a forced conversion, any accrued and unpaid interest, plus any Make-Whole Payment, may, at the option of the Trust Corporation, be repaid in whole cash or satisfied by the issuance of Subordinate Voting Shares at the Conversion Price. The Conversion Price will not be adjusted for accrued interest. Notwithstanding any other provisions of this Indenture, if a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, the Person or Persons entitled to receive Subordinate Voting Shares in part respect of the Debenture so surrendered for conversion shall not become the holder or holders of record of such Subordinate Voting Shares until the Business Day following such Interest Payment Date and, for clarity, any interest payable on such Debentures will be for the account of the holder of record of such Debentures at the close of business on the relevant record date. A Debenture in respect of which a holder has accepted a notice in respect of a Change of Control Offer pursuant to the provisions of subsection 2.5(7) may be surrendered for conversion only if such notice is withdrawn in accordance with this Indenture. (6) The Initial Debentures shall be issued in denominations of $1,000 and integral multiples of $1,000. Each Initial Debenture and the certificate of the Trustee endorsed thereon shall be issued in substantially the form set out in Schedule A, with such insertions, omissions, substitutions or other variations as shall be required or permitted by this Indenture, and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform with general usage, all as may be determined by the Board of Directors executing such Initial Debenture in accordance with Section 2.8 hereof, as conclusively evidenced by their execution of an Initial Debenture. Each Initial Debenture shall additionally bear such distinguishing letters and numbers as the Trustee shall approve. Notwithstanding the foregoing, an Initial Debenture may be in such other form or forms as may, from time to time on notice time, be, approved by a resolution of the Board of Directors, or as provided for specified in an Officer’s Certificate. The Initial Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another. The Initial Debentures shall be issued in the form of Uncertificated Debentures. As determined by the Board of Directors, the Initial Debentures may also be issued in the form of one or more Debenture Certificates, which shall bear the legend set forth in Section 4.32.5(8) or the U.S. Legend, if applicable. (7) Within 30 days following a Change of Control, and subject to the provisions and conditions of this subsection 2.5(7), the Corporation shall, at the discretion of the Debentureholders, be obligated to offer to purchase or convert all of the Initial Debentures then outstanding. The terms and conditions of such obligation are set forth below: (a) Not less than 30 days following the occurrence of a Change of Control, the Corporation shall deliver to the Trustee, and the Trustee shall promptly deliver to the holders of the Initial Debentures, a notice stating that there has been a

Form and Terms of Initial Debentures. (a) The first series of Debentures (the "Initial Debentures") authorized for issue immediately is limited to an aggregate principal amount of $60,000,000 5,000,000 at an issue price of $1,000 per Debenture (the "Issue Price") and shall be designated as "7.0010% Convertible Unsecured Junior Subordinated Secured Debentures", which consists of the Debentures offered in the Offering. (b) The Initial Debentures shall be dated as of the date of the closing issue of the Offering (or such other date as the Trust may request) Initial Debentures and shall mature December 31on July 26, 2015 2016 (the "Maturity Date" for the Initial Debentures). (c) The Initial Debentures shall bear interest from the date of the Initial Debentures issue at the rate of 7.0010% per annum (based on a year of 365 days)annum, payable in arrears in equal (with the exception of the first interest payment payment, which will include interest from and including the date of closing issue of the Offering Initial Debentures as set forth below, and the last interest payment, which will include interest from March 31, 2016 to July 26, 2016, if not redeemed or converted prior to the Maturity Date) semi-annual payments in arrears on June March 31 and September 30 and December 31 in each year, the first such payment to fall due on December 31September 30, 2010 2013 and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date of the Initial Debentures) to fall due on December 31July 26, 20152016, payable after as well as before maturity and after as well as before default, with interest on amounts in default at the same rate, compounded semi-annually. For certainty, the first interest payment will include interest accrued from and including the date of closing issue of the Offering Initial Debentures to, but excluding December 31excluding, 2010September 30, which 2013. Any payment required to be made on any day that is not a Business Day will be equal to $42.00 for each $1,000 principal amount of Initial Debenturesmade on the next succeeding Business Day. The record dates for the payment of interest on the Initial Debentures will be June 15 and December 15 in each year (or the first fifth Business Day prior to such date if not a Business Day)the applicable Interest Payment Date. (d) The In the event the Corporation completes an aggregate of $20,000,000 or more in any equity financing(s) between the date of issue of the Initial Debentures will be redeemable and the Maturity Date, the Corporation shall, subject to providing not less than 60 days prior notice to each then holder, redeem the Initial Debentures in whole in accordance with the terms of Article 44 at the Redemption Price equal to their principal amount plus accrued and unpaid interest thereon up to (but excluding) the Redemption Date (such requirement to redeem being, provided that the "Mandatory Redemption"). The Redemption Notice for the Initial Debentures will not shall be redeemable before December 31, 2013, except substantially in the event form of Schedule "B". The Redemption Price, including any accrued and unpaid interest on such Initial Debentures to be redeemed, will be paid in cash. (e) The Corporation may at its option, at any time on or after two years from the date of issue of the satisfaction of certain conditions after a Change of Control has occurred as outlined herein. On and after December 31Initial Debentures, 2013 and prior to December 31, 2014, provided that the Current Market Price at the time of the Redemption Notice is at least 125% of the Conversion Price, the Initial Debentures may be redeemed at the option of the Trust redeem in whole or in part from time to time on notice as provided for in Section 4.3 for accordance with the terms of Article 4 the principal amount of the Initial Debentures without penalty at the Redemption PricePrice equal to their principal amount plus accrued and unpaid interest thereon up to (but excluding) the Redemption Date. On The Corporation will be required to provide the holders of the Initial Debentures not more than 60 and after December 31, 2014 not less than 30 days' notice of the Redemption Date and the holders will have the right to accept the repayment or convert the principal amount of the Initial Debentures at any time prior to the Maturity DateRedemption Date in accordance Section 2.4(g). The Redemption Notice for the Initial Debentures shall be substantially in the form of Schedule "B". The Redemption Price, including any accrued and unpaid interest on such Initial Debentures to be redeemed, will be paid in cash. (f) The Guarantee Liabilities will rank in priority to any other obligations of Crailar US to the extent the Guaranteed Liabilities are secured by the Security Interest constituted by the Security Documents and otherwise will be subordinated to the Senior Indebtedness of Crailar US in accordance with the provisions of Article 5. In accordance with Section 2.11, and except to the extent the Guarantee Liabilities are secured by the Security Interest, the Initial Debentures will rank pari passu with each other series of Debentures issued under this Indenture or under indentures supplemental to this Indenture (regardless of their actual date or terms of issue) and, except as prescribed by law, with all other existing and future unsecured indebtedness of the Corporation other than Senior Indebtedness. (g) Upon and subject to the provisions and conditions of Article 6 and Section 3.7, the holder of each Initial Debenture shall have the right at such holder's option, at any time prior to the close of business on the earlier of: (i) the Maturity Date of the Initial Debentures; and (ii) the Business Day immediately preceding the Redemption Date if the Initial Debentures are called for redemption by notice to the holders of Initial Debentures in accordance with Sections 2.4(d), 2.4(e) and 4.3 (the earlier of which will be the "Time of Expiry" for the purposes of Article 6 in respect of the Initial 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 Initial Debentures under Section 2.4(e), such right to convert, if not exercised prior to the applicable Time of Expiry, shall survive as to any Initial Debentures not redeemed or converted and be applicable to the next succeeding Time of Expiry. The Conversion Price in effect on the date hereof for each Common Share to be issued upon the conversion of Initial Debentures shall be equal to $2.00 such that approximately 500 Common Shares shall be issued for each $1,000 principal amount of Initial Debentures so converted. Except as provided below, no adjustment in the number of Common Shares to be issued upon conversion will be made for dividends or distributions on Common Shares issuable upon conversion, the record date for the payment of which precedes the date upon which the holder becomes a holder of Common Shares in accordance with Article 6, or for interest accrued on Initial Debentures surrendered. No fractional Common Shares will be issued, and holders will receive a cash payment in satisfaction of any fractional interest based on the Current Market Price as of the Date of Conversion, provided, however, that the Corporation shall not be required to make any payment of less than $5.00. The Conversion Price applicable to, and the Common Shares, securities or other property receivable on the conversion of, the Initial Debentures is subject to adjustment pursuant to the provisions of Section 6.5. Holders converting Debentures shall receive accrued and unpaid interest thereon from the period of the last Interest Payment Date prior to the Date of Conversion to the date that is one Business Day prior to the Date of Conversion. Notwithstanding any other provisions of this Indenture, if a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, 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. (h) The Initial Debentures shall be issued in denominations of $1,000 and integral multiples of $1,000. Each Initial Debenture and the certificate of the Trustee endorsed thereon shall be issued in substantially the form set out in Schedule "A" (provided that Initial Debentures, which shall all be initially issued in the form of Definitive Debentures, shall be issued without the Global Debenture Legend), with such insertions, omissions, substitutions or other variations as shall be required or permitted by this Indenture, and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be redeemed at required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform with general usage, all as may be determined by the option Board of Directors executing such Initial Debenture in accordance with Section 2.7, as conclusively evidenced by their execution of an Initial Debenture. Each Initial Debenture shall additionally bear such distinguishing letters and numbers as the Trust Trustee shall approve. Notwithstanding the foregoing, an Initial Debenture may be in whole such other form or in part forms as may, from time to time on notice time, be approved by a resolution of the Board of Directors, or as specified in an Officers' Certificate. The Initial Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another. The Initial Debentures shall be issued in the form of one or more Definitive Debentures, shall bear the U.S. Legend, and shall not be initially issued in the form of one or more Global Debentures. Any Global Debentures will be registered in the name of the Depository which, as of the date hereof, shall be CDS (or any nominee of the Depository). No Beneficial Holder will receive definitive certificates representing their interest in Debentures except as provided in this Section 2.4(h) and Section 3.2. A Global Debenture may be exchanged for Definitive Debentures, or transferred to and registered in the name of a person other than the Depository for such Global Debentures or a nominee thereof, as provided in Section 4.33.2. The Definitive Debentures will be registered in the names of each holder thereof as provided in Section 3.1. A Definitive Debenture may be exchanged, or transferred to and registered in the name of a person other than the registered holder thereof, as provided in Section 3.2.

Form and Terms of Initial Debentures. (a) The first series of Debentures (the "“Initial Debentures"”) authorized for issue immediately is limited to an aggregate principal amount of $60,000,000 115,000,000 and shall be designated as "7.00“5.70% Convertible Unsecured Junior Subordinated Debentures"”. (b) The Initial Debentures shall be dated as of the June 21, 2007, regardless of their actual date of the closing of the Offering (or such other date as the Trust may request) and issue, shall mature December 31on June 30, 2015 (the "Maturity Date" for the Initial Debentures). (c) The Initial Debentures 2014 and shall bear interest from the date of the Initial Debentures and including June 21, 2007 at the rate of 7.005.70% per annum (based on a year of 365 days)annum, payable in arrears in equal (with the exception of the first interest payment which will include interest from and including the date of closing of the Offering as set forth below) semi-annual payments in arrears on June 30 and December 31 in each year, except the first interest payment, which shall be made on December 31, 2007 and will include accrued and unpaid interest for the period from and including June 21, 2007 to but excluding December 31, 2007, and the last such payment to fall due on December 31June 30, 2010 and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date of the Initial Debentures) to fall due on December 31, 20152014, payable after as well as before maturity and after as well as before default, with interest on amounts in default at the same rate, compounded semi-annually. For certainty, the The first interest payment will include interest accrued from and including the date of closing of the Offering to, but excluding December 31, 2010, which will be equal to $42.00 for each 30.14 per $1,000 principal amount of the Initial Debentures. Not less than five Business Days prior to the date any interest payment is to be made, the REIT shall provide the Trustee with a Written Direction of the REIT specifying the payments to be made. The record dates Trustee shall not be responsible for calculating the payment amount of interest owing, but shall be entitled to rely absolutely on the Initial Debentures will Written Direction of the REIT specifying the payments to be June 15 and December 15 in each year (or the first Business Day prior to such date if not a Business Day)made. (dc) The Initial Debentures will be redeemable by the REIT in accordance with the terms of Article 4, provided that the Initial Debentures will not be redeemable before December 31July 1, 20132010, except in the event of the satisfaction of certain conditions after a Change of Control has occurred as outlined herein. On and after December 31July 1, 2013 2010 and prior to December 31July 1, 2014, provided that the Current Market Price at the time of the Redemption Notice is at least 125% of the Conversion Price2012, the Initial Debentures may be redeemed at the option of the Trust in whole at any time or in part from time to time at the option of the REIT on notice as provided for in Section 4.3 at a Redemption Price for the Redemption Initial Debentures equal to their principal amount provided that the Current Market Price immediately preceding the date on which such notice of redemption is given is not less than 125% of the Conversion Price and the REIT shall have provided to the Trustee an Officer’s Certificate confirming such Current Market Price. On and after December 31July 1, 2014 2012 and prior to the Maturity Date, the Initial Debentures may be redeemed at by the option of the Trust REIT in whole at any time or in part from time to time at the option of the REIT on notice as provided for in Section 4.34.3 at a Redemption Price for the Initial Debentures equal to their principal amount. The Redemption Notice for the Initial Debentures shall be in the form of Schedule B. Holders of the Initial Debentures being redeemed shall be entitled to receive, in addition to the Redemption Price, accrued and unpaid interest in respect thereof for the period up to but excluding the Redemption Date from and including the last Interest Payment Date. (d) The Initial Debentures will be subordinated to the Senior Indebtedness of the REIT in accordance with the provisions of Article 5; provided, however, that nothing contained in this Indenture shall in any way or manner restrict the REIT or any of its Subsidiaries from incurring, directly or indirectly, any additional indebtedness, including indebtedness that ranks senior to the Debentures, or from mortgaging, pledging or charging their respective real or personal property or properties of the REIT or any of its Subsidiaries to secure any indebtedness. (e) The Initial Debentures will, effective as of the issue date thereof, be listed and posted for trading on the TSX and the REIT will take all reasonable steps to cause such listing to be maintained so long as any such Initial Debentures remain outstanding and to maintain its status as a reporting issuer (or the equivalent thereof) not in default of Applicable Securities Legislation. (f) Upon and subject to the provisions and conditions of Article 6, the holder of each Initial Debenture shall have the right, at such holder’s option, at any time prior to 4:00 p.m. (Toronto time) on the earlier of the Maturity Date and the last Business Day immediately preceding the date specified by the REIT for redemption of the Initial Debentures by notice to the holders of Initial Debentures in accordance with Sections 2.4(c) and 4.3 (the earlier of which will be the “Time of Expiry” for the purposes of Article 6 in respect of the Initial Debentures), to convert the whole or, in the case of a Debenture of a denomination in excess of $1,000, any part which is $1,000 or an integral multiple thereof, of the principal amount of such Debenture into Freely Tradeable Trust Units at the Conversion Price for the Initial Debentures in effect on the Date of Conversion. The Conversion Price for the Initial Debentures in effect on the date hereof for each Trust Unit to be issued upon the conversion of Initial Debentures shall be equal to $19.90 such that approximately 50.251 Trust Units shall be issued for each $1,000 principal amount of Initial Debentures so converted. No adjustment to the Conversion Price will be made for distributions on Trust Units issuable on conversion or for accrued and unpaid interest on the Initial Debentures surrendered for conversion, however holders converting their Initial Debentures shall be entitled to receive, in addition to the applicable number of Freely Tradeable Trust Units, accrued and unpaid interest, if any, in respect thereof for the period from and including the last Interest Payment Date, up to and including the last record date in respect of the Trust Units set by the REIT prior to the Date of Conversion for determining the Unitholders entitled to receive a distribution on the Trust Units; provided that, in the event the REIT has suspended regular distributions or an announcement has been made giving notice of the suspension of regular distributions to holders of Trust Units prior to the date on which a Debenture holder converts the Initial Debentures held by such holder and such suspension is in effect on the Date of Conversion, then a Debenture holder, in addition to the applicable number of Trust Units to be received on conversion, will be entitled to receive accrued and unpaid interest for the period from and including the last Interest Payment Date prior to the Date of Conversion to but excluding the Date of Conversion. The Conversion Price applicable to, and the Trust Units, securities or other property receivable on the conversion of the Initial Debentures, is subject to adjustment pursuant to the provisions of Section 6.4. (g) On redemption or on maturity of the Initial Debentures, the REIT may, at its option and subject to the provisions of Section 4.6 and Section 4.10 as applicable, and subject to regulatory approval, if required, elect to satisfy its obligation to pay the principal amount of the Initial Debentures, in whole or in part, by issuing and delivering Freely Tradeable Trust Units to the holders of Initial Debentures. If the REIT elects to exercise such option, it shall deliver a Redemption Notice or a maturity notice (the “Maturity Notice”), as the case may be, to the holders of the Initial Debentures in the form of Schedule B or Schedule C, as applicable. (h) The Initial Debentures shall be issued as one or more Global Debentures in denominations of $1,000 and integral multiples of $1,000 and the Trustee is hereby appointed as registrar and transfer agent for the Initial Debentures. Each Initial Debenture and the certificate of the Trustee endorsed thereon shall be issued in substantially the form set out in Schedule A, with such insertions, omissions, substitutions or other variations as shall be required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform with general usage, all as may be determined by the trustees of the REIT executing such Global Debentures in accordance with Section 2.7, as conclusively evidenced by their execution of a Global Debenture. Each Initial Debenture shall additionally bear such distinguishing letters and numbers as the Trustee shall approve. Notwithstanding the foregoing, an Initial Debenture may be in such other form or forms as may, from time to time, be approved by a resolution of the trustees or as specified in an Officer’s Certificate. The Initial Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another. The Initial Debentures shall be issued as Global Debentures and the Depository or Depositories for such Global Debentures in whose name the Global Debentures will be registered (and the Global Debentures may be registered in the name of a nominee of the Depository), and any circumstances other than or in addition to those set forth in Section 3.2 in which any such Global Debenture may be exchanged for Debentures in registered form that are not Global Debentures, or transferred to and registered in the name of a Person other than the Depository for such Global Debentures or a nominee thereof, shall be determined by the REIT at the time of issue. (i) Upon and subject to the provisions and conditions of Article 11, the REIT may elect, from time to time, to satisfy its Interest Obligation, in whole or in part, on the Initial Debentures on any Interest Payment Date by delivering to the Trustee the proceeds from the sale, through Brokers, of Freely Tradeable Trust Units. (j) Upon the occurrence of a Change of Control, and subject to the provisions and conditions of this Section 2.4(j), holders of Initial Debentures have a right to require the REIT to purchase their Initial Debentures. The terms and conditions of such right are set forth below: (i) Upon the occurrence of a Change of Control, each holder of Initial Debentures shall have the right (the “Put Right”) to require the REIT to purchase, on the date (the “Put Date”) which is 30 days following the date upon which the Trustee delivers a Change of Control Notice (as defined below) to the holders of Initial Debentures, all or any part of such holder’s Initial Debentures in accordance with the requirements of Applicable Securities Legislation at a price equal to 101% of the principal amount thereof (the “Put Price”) plus accrued and unpaid interest on such Initial Debentures up to, but excluding, the Put Date (collectively, the “Total Put Price”). (ii) The REIT will, as soon as practicable after the occurrence of a Change of Control and in any event no later than five Business Days thereafter, give written notice to the Trustee of the Change of Control. Such written notice of the REIT shall state whether the Total Put Price will be payable in cash or satisfied, in whole or in part, by the issuance of Freely Tradeable Trust Units as contemplated in Subsection 2.4(j)(xiii). The Trustee will, as soon as practicable thereafter, and in any event no later than two Business Days after receiving notice from the REIT of the occurrence of a Change of Control, provide written notice to the holders of Initial Debentures of a Change of Control (the “Change of Control Notice”). The Change of Control Notice shall be prepared by the REIT, shall be in the form of Schedule D, and shall include: (A) a description of the Change of Control;

Form and Terms of Initial Debentures. (a) The first series of Debentures (the "Initial Debentures") authorized for issue immediately is limited to an aggregate principal amount of $60,000,000 12,075,000 and shall be designated as "7.008.00% Senior Unsecured Convertible Unsecured Junior Subordinated Debentures". (b) The Initial Debentures shall be dated as of the date of the closing of the Offering (or such other date as the Trust may request) and issue thereof, shall mature December 31, 2015 on the date (the "Initial Debenture Maturity Date" for the Initial Debentures). (c") The Initial Debentures shall bear interest that is 24 months from the date of issuance of the Initial Debentures and shall bear interest (subject to the provisions of Section 2.11) from the applicable Special Warrant Closing Date to the Initial Debenture Maturity Date at the rate of 7.008.00% per annum (based on a year of 365 days)annum, payable in equal (with the exception of the first interest payment which will include interest from and including the date of closing of the Offering as set forth below) semi-annual payments in arrears on June 30 and December 31 in each year, the first such payment to fall due on December 31June 30, 2010 2019 and the last such payment (representing to include interest payable accrued from the last Interest Payment applicable Special Warrant Closing Date to, but excluding, June 30, 2019, and the Maturity Date of the Initial Debentures) last such payment to fall due on December 31, 2015the Initial Debenture Maturity Date, payable after as well as before maturity and after as well as before default, with interest on amounts in default at the same rate, compounded compounded, semi-annually. For certainty, the first interest payment will include interest accrued from and including the date of closing of the Offering to, but excluding December 31, 2010, which Interest will be equal to $42.00 for each $1,000 principal amount computed on the basis of Initial Debentures. The record dates for the payment a 360 day year composed of interest on twelve 30-day months. (c) Other than in connection with a Change of Control as set forth in Section 2.4(g), the Initial Debentures will shall not be June 15 and December 15 in each year (or redeemable by the first Business Day prior to such date if not a Business Day)Corporation. (d) The Initial Debentures will be redeemable senior unsecured obligations of the Corporation and shall rank pari passu in accordance right of payment of principal and interest with the all other Debentures issued under this Indenture or other indentures supplemental to this Indenture (regardless of their actual date or terms of Article 4issue) and, provided that except as prescribed by law, with all other existing and future unsecured indebtedness of the Corporation. For greater certainty, the Initial Debentures will not be redeemable before December 31subordinate to any Secured Indebtedness. (e) Upon and subject to the provisions and conditions of Article 6, 2013the holder of each Initial Debenture shall have the right, except in at such holder's option, at any time prior to 5:00 p.m. (Calgary time) on the event of earlier of: (i) the satisfaction of certain conditions after last Business Day immediately preceding the Initial Debenture Maturity Date; and (ii) the date fixed for redemption pursuant to a Change of Control has occurred as outlined herein. On and after December 31(the earlier of which will be the "Time of Expiry" for the purposes of Article 6 in respect of the Initial Debentures), 2013 and prior to December 31convert the whole or, 2014in the case of a Debenture of a denomination in excess of $1,000, provided that any part which is $1,000 or an integral multiple thereof, of the Current Market Price principal amount of such Debenture into Common Shares at the time then applicable Conversion Price. The Conversion Price in effect on the date hereof and that shall apply for each Common Share to be issued upon the conversion of the Redemption Notice is at least 125% Initial Debentures shall be equal to $3.00 such that approximately 333.33 Common Shares shall be issued for each $1,000 principal amount of Initial Debentures so converted. Except as provided for below, no adjustment will be made for dividends or distributions on Common Shares issuable upon conversion or for interest accrued on Initial Debentures surrendered for conversion; however, the holder of an Initial Debenture so surrendered for conversion in accordance with Section 6.3 shall be entitled to receive in cash accrued and unpaid interest in respect thereof up to and including the Date of Conversion of the Initial Debentures. The Conversion PricePrice applicable to the Common Shares, securities or other property receivable on the conversion of the Initial Debentures is subject to adjustment pursuant to the provisions of Section 6.4. For the Initial Debentures only, the provisions of Section 6.4 and any applicable adjustments to the Conversion Price shall apply from the date of this Indenture, notwithstanding that Initial Debentures may be redeemed issued by the Corporation on a date (or dates) that is subsequent to the date of this Indenture. (f) The Initial Debentures shall be issued only in denominations of $1,000 and integral multiples of $1,000 and the Indenture Trustee is hereby appointed as registrar and transfer agent for the Initial Debentures. The Initial Debentures may be issued in both certificated and uncertificated form. The Initial Debentures issued in certificated form shall be evidenced by certificates endorsed by the Indenture Trustee and shall be in substantially the form set forth in Schedule "A" hereto. The Initial Debentures shall bear such distinguishing letters and numbers as the Indenture Trustee may approve. Interest on the Initial Debentures will be payable in accordance with Section 2.15. (g) Subject to the provisions and conditions of this Section 2.4(g), Debentureholders will have the right to require the Corporation to repurchase the Initial Debentures on the date that is 30 days following the Corporation giving notice of a Change of Control. The terms and conditions of such obligation are set forth below: (i) Within 10 Business Days of the occurrence of a Change of Control, the Corporation shall deliver to the Indenture Trustee, and the Indenture Trustee shall promptly deliver to the holders of the Initial Debentures, written notice: (A) describing the transaction or transactions that constitute the Change of Control (a "Change of Control Notice"); and (B) offering to purchase the Initial Debentures (the "Change of Control Offer"), on the date specified in the notice, which date will be 30 days from the date the Corporation provides the Change of Control Notice (the "Change of Control Payment Date"). Pursuant to the Change of Control Offer, the Corporation shall offer to purchase the Initial Debentures then outstanding from the holders thereof, in whole or in part at the option of the Trust in whole holders thereof, at a price per Initial Debentures equal to 105% of the principal amount thereof plus accrued and unpaid interest on such Initial Debentures up to, and including, the Change of Control Payment Date (the "Total Offer Price"). If such Change of Control Payment Date is after a record date for the payment of interest on Initial Debentures but on or in part from time prior to an Interest Payment Date, then the interest payable on such date will be paid to the holder of record of the Initial Debentures on the relevant record date. The Change of Control Offer shall specify the date and time on notice as provided for in Section 4.3 for the Redemption Price. On and after December 31, 2014 and which such offer shall expire which may not be less than 5 Business Days prior to the Maturity Change of Control Payment Date. (ii) The Corporation must comply with the requirements of Applicable Securities Legislation and regulations in connection with the repurchase of the Initial Debentures as a result of a Change of Control. To the extent that the provisions hereof governing the requirement to make or the method of making a Change of Control Offer directly conflict with any such Applicable Securities Legislation or regulations, the Corporation will be required to comply with such laws and regulations and will not be deemed to have breached such provisions hereof by virtue of compliance with such laws and regulations. (iii) To accept the Change of Control Offer, a holder of Initial Debentures must deliver a written notice of such acceptance, in the form attached hereto as Schedule "B", to the Indenture Trustee not less than 5 Business Days prior to the Change of Control Payment Date together with: (A) the Initial Debentures with respect to which the Change of Control Offer is being accepted, duly endorsed for transfer; or (B) if the Initial Debentures have been issued as global Debentures, a duly endorsed form of transfer. (iv) If 90% or more of the aggregate principal amount of Initial Debentures outstanding on the date the Corporation provides the Change of Control Notice are tendered for purchase pursuant to the Change of Control Offer, the Corporation will have the right to elect to redeem all the Initial Debentures remaining outstanding at the Total Offer Price as at the Change of Control Payment Date (the "90% Redemption Right") and on the other terms and conditions provided herein. (v) Upon receipt of notice that the Corporation has exercised or is exercising the 90% Redemption Right and is acquiring the remaining Initial Debentures, the Indenture Trustee shall promptly provide written notice to each Debentureholder that did not previously accept the Change of Control Offer that: (A) the Corporation has exercised the 90% Redemption Right and is purchasing all outstanding Initial Debentures effective on the expiry of the Change of Control 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 Payment Date; (B) each such holder must surrender their Initial Debentures to the Indenture Trustee on the same terms as those holders that accepted the Change of Control Offer and must send their respective Initial Debentures to the Indenture Trustee within 10 days after the sending of such notice by the Indenture Trustee provided that with respect to a global Debenture, the obligation to surrender an Initial Debenture to the Indenture Trustee shall be satisfied if the Indenture Trustee makes a notation on the global Debenture of the principal amount thereof so transferred; and (C) the rights of such holder under the terms of the Initial Debentures and this Indenture shall cease being effective as of the date of expiry of the Change of Control Offer provided the Corporation has, on or before the time of notifying the Indenture Trustee of the exercise of the 90% Redemption Right, paid the aggregate Total Offer Price to, or to the order of, the Indenture Trustee and thereafter the Initial Debentures shall not be considered to be outstanding and the holder thereof shall not have any right except to receive such holder's Total Offer Price upon surrender and delivery of such holder's Initial Debentures in accordance with the Indenture. (vi) The Corporation shall on or before the Business Day immediately prior to the Change of Control Payment Date, deposit with the Indenture Trustee or any paying agent to the order of the Indenture Trustee, such sums of money as may be sufficient to pay the aggregate Total Offer Price of the Initial Debentures to be purchased or redeemed by the Corporation on the Change of Control Payment Date (less any tax required by law to be deducted). The Corporation shall also deposit with the Indenture Trustee a sum of money sufficient to pay any charges or expenses which may be incurred by the Indenture Trustee in connection with such purchase. Every such deposit shall be irrevocable. From the sums so deposited, the Indenture Trustee shall pay or cause to be paid to the holders of such Initial Debentures, the Total Offer Price to which they are entitled (less any tax required by law to be deducted) on the Corporation's purchase. All Initial Debentures in respect of which payment of the Total Offer Price has been made shall be cancelled by the Indenture Trustee. (vii) In the event that one or more of such Initial Debentures being purchased in accordance with this Section 2.4(g) becomes subject to purchase in part only, upon surrender of such Initial Debentures for payment of the Total Offer Price, the Corporation shall execute and the Indenture Trustee shall certify and deliver without charge to the holder thereof or upon the holder's order, one or more new Initial Debentures for the portion of the principal amount of the Initial Debentures not purchased. (viii) Initial Debentures for which holders have accepted the Change of Control Offer and Initial Debentures which the Corporation has elected to redeem in accordance with this Section 2.4(g) shall become due and payable at the Total Offer Price on the Change of Control Payment Date, in the same manner and with the same effect as if it were the date of maturity specified in such Initial Debentures, anything therein or herein to the contrary notwithstanding, and from and after the Change of Control Payment Date, if the money necessary to purchase or redeem, the Initial Debentures shall have been deposited as provided in this Section 2.4(g) and affidavits or other proofs satisfactory to the Indenture Trustee as to the publication and/or mailing of such notices shall have been lodged with it, interest on the Initial 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 Indenture Trustee whose decision shall be final and binding upon all parties in interest. (ix) Subject to the provisions above related to Initial Debentures purchased in part, all Initial Debentures redeemed and paid under this Section 2.4(g) shall forthwith be delivered to the Indenture Trustee and cancelled and thereafter no longer considered to be outstanding and no Initial Debentures shall be issued in substitution therefor. (x) In case the holder of any Initial Debentures to be purchased or redeemed in accordance with this Section 2.4(g) shall fail on or before the Change of Control Payment Date to surrender such holder's Initial Debentures or shall not within such time accept payment of the monies payable or give such receipt therefor, if any, as the Indenture Trustee may require, such monies may be redeemed set aside and held in trust, without interest, at the option election of the Trust Indenture Trustee in whole either the deposit department of the Indenture Trustee or in part 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 Initial Debentures. In the event that any money required to be deposited hereunder with the Indenture Trustee or any depository or paying agent on account of principal, premium, if any, or interest, if any, on Initial Debentures issued hereunder shall remain so deposited for a period of 3 years less one (1) day from time the Change of Control Payment Date, then such monies, together with any accumulated interest thereon, shall at the end of such period be paid over or delivered over by the Indenture Trustee or such depository or paying agent to time the Corporation on notice as provided for in Section 4.3its demand.

Form and Terms of Initial Debentures. (a) The first series of Debentures (the "“Initial Debentures"”) authorized for issue immediately is limited to an aggregate principal amount of up to $60,000,000 11,287,500, and shall be designated as "7.00“8.0% Senior Unsecured Convertible Unsecured Junior Subordinated Debentures". (b) ”. The Trustee shall deliver Authenticated Debentures to Debentureholders upon the exercise or deemed exercise of the Special Warrants and record the name of the Debentureholders on the Debenture register. The Initial Debentures shall be dated as of the date of the closing of the Offering (or such other date as the Trust may request) Deemed Exercise Date and shall mature December 31on October 24, 2015 2020 (the "“Maturity Date" ” for the Initial Debentures). (c) . The Initial Debentures shall bear interest from the date of closing of the Initial Debentures Offering at the rate of 7.008.0% per annum (based on a year of 365 days360 days comprised of twelve 30-day months), payable in equal (with the exception of the first interest payment payment, which will include interest from and including the date of closing of the Offering as set forth below, and, if the Initial Debentures are issued at any time following December 31, 2018, the second interest payment, which will include interest from the date following issuance of the Initial Debentures to the next interest payment date) semi-annual payments in arrears on June 30 and December 31 in each year, the first such payment to fall due on December 31, 2010 2018 and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date of the Initial Debentures) to fall due on December 31October 24, 20152020, payable after as well as before maturity and after as well as before default, with interest on amounts in default at the same rate, compounded semi-semi- annually. For certainty, in the event that the Initial Debentures are issued (i) on or before December 31, 2018, the first interest payment will include interest accrued from and including the date of closing of the Offering toOctober 24, 2018 to but excluding December 31, 20102018, which will be equal to $42.00 15.11 for each $1,000 principal amount of Initial Debentures; or (ii) at any time following December 31, 2018, the first interest payment will include interest accrued from October 24, 2018 to the date that the Initial Debentures are so issued and, notwithstanding anything to the contrary contained herein, shall be payable on the Business Day immediately following the date of issuance. The Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day. With the exception of the first interest payment (for which the Corporation will confirm the record dates date in writing), the record date for the payment of interest on the Initial Debentures will be June 15 and December 15 in each year (or the first that date which is five Business Day Days prior to such date if not a Business Day). (d) each Interest Payment Date. The Initial Debentures will be redeemable subordinated to all existing and future Secured Indebtedness of the Corporation in accordance with the terms provisions of Article 4, provided that the 5. The Initial Debentures will not be redeemable before December 31, 2013rank pari passu with each other series of Debentures issued under this Indenture or under indentures supplemental to this Indenture (regardless of their actual date or terms of issue) and, except in as prescribed by law, with all other existing and future unsecured indebtedness of the event Corporation, other than Secured Indebtedness. Upon and subject to the provisions and conditions of Article 6 and Section 3.7, the holder of each Initial Debenture shall have the right at such holder’s option, at any time prior to the close of business on the earliest of (i) the Business Day immediately preceding the Maturity Date of the Initial Debentures; or (ii) if subject to repurchase pursuant to a Change of Control, on the Business Day immediately preceding the payment date, subject to the satisfaction of certain conditions after conditions, by notice to the holders of Initial Debentures in accordance with subsection 2.5(7) (the earlier of which will be the “Time of Expiry” for the purposes of Article 6 in respect of the Initial 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. Notwithstanding the foregoing, no Initial Debentures may be converted on an Interest Payment Date or during the five Business Days preceding each Interest Payment Date. The Conversion Price in effect on the date hereof for each Common Share to be issued upon the conversion of Initial Debentures shall be equal to $0.75 such that approximately 1,333.3333 Common Shares shall be issued for each $1,000 principal amount of Initial Debentures so converted. Except as provided below, no adjustment in the number of Common Shares to be issued upon conversion will be made for dividends or distributions on Common Shares issuable upon conversion, the record date for the payment of which precedes the date upon which the holder becomes a holder of Common Shares in accordance with Article 6, or for interest accrued on Initial Debentures surrendered. No fractional Common Shares will be issued, and holders will not receive a cash payment or any other compensation in satisfaction of any fractional interest. The Conversion Price applicable to, and the Common Shares, securities or other property receivable on the conversion of, the Initial Debentures is subject to adjustment pursuant to the provisions of Section 6.5. Holders converting their Initial Debentures will receive, in addition to the applicable number of Common Shares, accrued and unpaid interest (less any taxes required to be deducted) in respect of the Initial Debentures surrendered for conversion up to but excluding the Date of Conversion from, and including, the most recent Interest Payment Date. The Conversion Price will not be adjusted for accrued interest. Notwithstanding any other provisions of this Indenture, if a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, 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 and, for clarity, any interest payable on such Debentures will be for the account of the holder of record of such Debentures at the close of business on the relevant record date. A Debenture in respect of which a holder has accepted a notice in respect of a Change of Control has occurred as outlined hereinOffer pursuant to the provisions of subsection 2.5(7) may be surrendered for conversion only if such notice is withdrawn in accordance with this Indenture. On The Initial Debentures shall be issued in denominations of $1,000 and after December 31, 2013 integral multiples of $1,000. Each Initial Debenture and prior to December 31, 2014, provided that the Current Market Price at the time certificate of the Redemption Notice is at least 125% Trustee endorsed thereon shall be issued in substantially the form set out in Schedule A, with such insertions, omissions, substitutions or other variations as shall be required or permitted by this Indenture, and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform with general usage, all as may be determined by the Board of Directors executing such Initial Debenture in accordance with Section 2.8 hereof, as conclusively evidenced by their execution of an Initial Debenture. Each Initial Debenture shall additionally bear such distinguishing letters and numbers as the Trustee shall approve. Notwithstanding the foregoing, an Initial Debenture may be in such other form or forms as may, from time to time, be, approved by a resolution of the Conversion PriceBoard of Directors, the or as specified in an Officer’s Certificate. The Initial Debentures may be redeemed engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another. Within 30 days following a Change of Control, and subject to the provisions and conditions of this subsection 2.5(7), the Corporation shall, at the option discretion of the Trust in whole Debentureholders, be obligated to offer to purchase or in part from time to time on notice as provided for in Section 4.3 for the Redemption Price. On and after December 31, 2014 and prior to the Maturity Date, convert all of the Initial Debentures may be redeemed at the option then outstanding. The terms and conditions of the Trust in whole or in part from time to time on notice as provided for in Section 4.3such obligation are set forth below: