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

Form and Terms of Initial Debentures. (a) The Initial Debentures are hereby authorized for issue immediately in the aggregate principal amount of $75,000,000 and shall be designated as “8.0% Convertible Unsecured Subordinated Debentures due May 31, 2016”. (b) The Initial Debentures shall be dated as of the date of the closing of the Offering (or such other date as the Company may request) and shall mature May 31, 2016 (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 8.0% per annum (based on a year of 365 days (or 366 days in the case of a leap year)), 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 May 31 and November 30 in each year, the first such payment to fall due on November 30, 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 May 31, 2016, 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 November 30, 2011, which will be equal to $43.18 for each $1,000 principal amount of Initial Debentures The record dates for the payment of interest on the Initial Debentures will be May 15 and 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 May 31, 2014, except in the event of the satisfaction of certain conditions after a Change of Control has occurred as outlined herein. On and after May 31, 2014 and prior to the 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 Company 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 Debentures (the "Initial Debentures are hereby Debentures") authorized for issue immediately in the is limited to an aggregate principal amount of up to $75,000,000 7,000,000 and shall be designated as “8.0% "Senior Unsecured Convertible Unsecured Subordinated Debentures due May 31, 2016”Debentures". (b2) The Initial Debentures shall be dated as of the date of the closing of the Offering (or such other date as the Company may request) and shall mature May 31on December 13, 2016 2018 (the “"Maturity Date” " for the Initial Debentures). (c3) The Initial Debentures shall be non-interest bearing, other than the Initial Debentures shall bear interest from the date of the Initial Debentures issue at the rate of 8.010.0% per annum (based on a year of 365 days (or 366 days days) in the case event that the Corporation fails to complete a Liquidity Event prior to the Maturity Date. Such interest shall become payable on the date that is the earlier of: (i) the Maturity Date; or (ii) the Change of a leap year)Control Purchase Date (the “Interest Payment Date”), payable and in equal (with the exception of the first interest payment which each case will include interest from and including the date of closing of the Offering as set forth below) semi-annual payments in arrears on May 31 and November 30 in each year, the first such payment to fall due on November 30, 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 May 31, 2016, 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 first interest payment will include interest accrued from and including event the date of closing of the Offering to, but excluding November 30, 2011, which will be equal to $43.18 for each $1,000 principal amount of Initial Debentures The record dates for the payment of interest on the Initial Debentures will be May 15 and November 15 in each year (or the first Business Day prior to such date if Interest Payment Date is a day that is not a Business Day payment will be made on the next succeeding Business Day). (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 May 31, 2014by the Corporation, except in pursuant to the event of the satisfaction of certain conditions 90% Redemption Right after a Change of Control has occurred in accordance with Section 2.3(12). (5) The Initial Debentures will be subordinated to all existing Secured Indebtedness of the Corporation in accordance with the provisions of Article 5. The Initial Debentures will rank pari passu with all other Debentures issued under this Indenture or under indentures supplemental to this Indenture (regardless of their actual date or terms of issue). For greater certainty, except as outlined herein. On prescribed by law, all existing and after May 31, 2014 and future unsecured indebtedness of the Corporation shall be subordinated to the Initial Debentures. (6) In the event that a Liquidity Event is not completed by the Corporation prior to the Maturity Date, and 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 after receipt of the Maturity Notice and prior to the close of business on the Business Day immediately preceding the Maturity Date of the Initial Debentures (the "Maturity Time of Expiry"), subject to the satisfaction of certain conditions set forth herein, to exercise its right to convert the Aggregate Amount of the Debentures into Common Shares at the Penalty Conversion Price, such conversion to take effect on the Business Day immediately preceding the Maturity Date. In the event that the Corporation reasonably expects that a Liquidity Event will not be completed prior to the Maturity Date, then not less than 25 days prior to the Maturity Date, the Corporation shall deliver to the Trustee, and the Trustee shall promptly deliver to the holders of the Initial Debentures, a notice specifying that a Liquidity Event is not expected to be completed prior to the Maturity Date, and advising the holders of their right to elect to convert the Aggregate Amount of the Debentures into Common Shares at the Penalty Conversion Price and that such conversion shall take effect on the Business Day immediately preceding the Maturity Date (the "Maturity Notice"). (7) In the event that the Initial Debentures become subject to repurchase pursuant to a Change of Control, upon and subject to the provisions and conditions of Article 6, Section 3.6 and Section 2.3(12), the holder of each Initial Debenture shall have the right at such holder's option, at any time after receipt of the Change of Control Notice and prior to not later than five Business Days prior to the Change of Control Purchase Date (the “Change of Control Time of Expiry”), subject to the satisfaction of certain conditions set forth herein, to convert the Aggregate Amount of the Initial Debentures into Common Shares at the Conversion Price. (8) In the event that a Liquidity Event is completed by the Corporation prior to the Maturity Date, and upon and subject to the provisions and conditions of Article 6, Section 3.6 and Section 2.3(9), then upon the completion of the Liquidity Event the principal amount of the Debentures shall be automatically converted by the Corporation into Common Shares at the Conversion Price. (9) In connection with the completion of a Liquidity Event: (a) In the event that the Corporation has obtained Conditional Approval and either: (i) obtained the final receipt for a non-offering prospectus such that the Corporation becomes a reporting issuer; (ii) obtained the final receipt for a prospectus qualifying an initial public offering of the Common Shares; or (iii) become a reporting issuer as a result of the completion of a transaction set forth in part (iii) of the definition of a Liquidity Event (in each case, a "Conversion Trigger"), the Corporation shall forthwith, and in any event not later than the Business Day thereafter, provide written notice to the Trustee of the occurrence of the Conversion Trigger and the date which constitutes the Automatic Conversion Date (the "Automatic Conversion Notice"). Upon receipt of the Automatic Conversion Notice, the Trustee shall give written notice, in the form to be provided by the Corporation to the Trustee, to each Debentureholder. (b) All Initial Debentures will be automatically converted into Common Shares at the Conversion Price at 5:00 p.m. (Calgary time) on the date of the Conversion Trigger (the "Automatic Conversion Date"), at which time such Common Shares will be deemed to have been issued to the former Debentureholders. Former Debentureholders must thereafter surrender their Initial Debentures to the Trustee at its principal office in the City of Calgary, Alberta, provided that Uncertificated Debentures will be deemed to have been surrendered by the holders thereof without any further action on the part of such holders. Upon the occurrence of such surrender, such Debentureholder or, subject to payment of all applicable stamp or security transfer taxes or other governmental charges and compliance with all reasonable requirements of the Trustee, his nominee(s) or assignee(s) shall be entitled to be entered in the books of the Corporation as at the Automatic Conversion Date as the holder of the number of Common Shares into which such Initial Debenture is convertible in accordance with the provisions of this Section 2.3(9) and, as soon as practicable thereafter, the Corporation shall deliver to such Debentureholder or, subject as aforesaid, his nominee(s) or assignee(s), a Transaction Statement or certificate or certificates for such Common Shares, or deposit such Common Shares through the Depository's non-certificated system. For greater certainty, the automatic conversion set forth in this subsection 2.3(9)(b) shall take effect notwithstanding any election by a Debentureholder (or lack thereof) to convert his or her Initial Debentures into Common Shares in accordance with Section 2.3(6). (c) After the automatic conversion of an Initial Debenture as provided in this Section 2.3(9), the holder of an Initial Debenture no longer has any rights either under this Indenture or the certificate representing the Initial Debenture, other than the right to receive certificates or other evidence of ownership as provided herein representing Common Shares and the Initial Debenture is void and of no value or effect. (d) The Trustee shall record the particulars of the automatic conversion of the Initial Debentures, which include the name or names and addresses of the persons who become holders of Common Shares on conversion of the Initial Debentures pursuant to this Section 2.3(9) and the number of Common Shares issued. If requested by the Corporation, upon the automatic conversion of the Initial Debentures pursuant to this Section 2.3(9), the Trustee shall provide those particulars in writing to the Corporation. (10) 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 Section 2.3(9) or Article 6, or for interest accrued on Initial Debentures converted, if applicable. 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 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 $10.00. The Applicable Conversion PricePrice and the Common Shares or other property receivable on the conversion of, the Initial Debentures is subject to adjustment pursuant to the provisions of Section 6.5. A Debenture in respect of which a holder has accepted a Change of Control Offer pursuant to the provisions of Section 2.3(12) may be redeemed at surrendered for conversion only if such acceptance is withdrawn in accordance with this Indenture. (11) 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 Company 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 2.5 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 or as Uncertificated Debentures, and shall bear the U.S. Legend, if applicable. (12) In connection with a Change of Control, and subject to the provisions and conditions of this Section 2.3(12): (a) 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 notice as provided for in Section 4.3which such Change of Control occurred and the circumstances or events giving rise to such Change of Control (a "

Form and Terms of Initial Debentures. Notwithstanding anything to the contrary contained in this Indenture, the Initial Debenture shall be subject to the following terms. (a) The first series of Debentures (the “Initial Debentures are hereby Debentures”) authorized for issue immediately in the aggregate principal amount of $75,000,000 and shall be designated as “8.010% Subordinated Unsecured Convertible Unsecured Subordinated Debentures due May 31Redeemable Debentures”, 2016shall be limited to an aggregate principal amount of up to $14,000,000 and shall mature on February 26, 2014 (“Maturity Date”). (b) The Initial Debentures shall be dated as of the date of the closing of the Offering (or such other date as the Company may request) and shall mature May 31, 2016 (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 8.0% per annum (based on a year of 365 days (or 366 days in the case of a leap year)), payable in equal (with the exception of the first interest payment which will include interest from and including the date of closing issuance at the rate of the Offering as set forth below) semi-annual 10% per annum, payable in quarterly payments in arrears on May 31 April 15, July 15, October 15 and November 30 January 15 in each year, the first such payment to fall due due, subject as hereinafter provided, on November 30April 15, 2011 2009 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) ), subject as hereinafter provided, to fall due on May 31the Maturity Date. To the extent that any Initial Debentures are converted or redeemed as hereinafter provided, 2016, payable after as well as before maturity and after as well as before default, with such converted or redeemed Initial Debentures shall not bear interest on amounts in default at or after the same rateDebenture Exercise Date (as defined herein) or the Redemption Date (as defined herein), compounded semi- annuallyas applicable. For greater certainty, the first interest payment will include interest accrued from and including the date of closing of the Offering February26, 2009 to, but excluding November 30April 15, 20112009, which will be equal to $43.18 13.61111 for each $1,000 principal amount of Initial Debentures The record dates for the payment of interest Debentures. Interest on the Initial Debentures will shall be May 15 computed on the basis of a 360-day year comprised of twelve 30-day months. Upon the occurrence and November 15 in each year during the continuance of an Event of Default (or as defined herein), the first Business Day prior Corporation shall be obligated to such date if not a Business Day). (d) The pay the holders of Initial Debentures will be redeemable in accordance with Debenture an interest rate that is equal to the terms of Article 4, provided that then current interest rate under the Initial Debentures will not be redeemable before May 31, 2014, except in Debenture plus five percent (5%) (the event of the satisfaction of certain conditions after a Change of Control has occurred as outlined herein“Default Interest”). On and after May 31, 2014 and prior Notwithstanding anything to the Maturity Datecontrary contained in this Indenture, provided that the Current Market Price at the time of the Redemption Notice is at least 125% of the Conversion Priceall references to “interest” herein shall include Default Interest, the Initial Debentures may be redeemed at the option of the Company in whole or in part from time to time on notice as provided for in Section 4.3when applicable.

Form and Terms of Initial Debentures. (a) The first series of Debentures (the “Initial Debentures are hereby Debentures”) authorized for issue immediately in the is limited to an aggregate principal amount of $75,000,000 50 million and shall be designated as “8.07.50% Convertible Unsecured Subordinated Debentures due May 31, 2016Debentures”. (b) The Initial Debentures shall be dated as of the date of the closing of the Offering (or such other date as the Company may request) and shall mature May January 31, 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 8.07.50% per annum (based on a year of 365 360 days (or 366 days in the case comprised of a leap year)twelve 30 day months), 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 May January 31 and November 30 July 31 in each year, the first such payment to fall due on November 30July 31, 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 May January 31, 2016, 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, the first interest payment will include interest accrued from and including the date of closing of the Offering to, but excluding November 30July 31, 2011, which will be equal to $43.18 43.958 for each $1,000 principal amount of Initial Debentures Debentures. The record dates for the payment of interest on the Initial Debentures will be May January 15 and November July 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 May January 31, 2014, except in the event of the satisfaction of certain conditions after a Change of Control has occurred as outlined herein. On and after May January 31, 2014 and prior to the 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 Company 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 their 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 the 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, prior to the close of business on the earlier of the Business Day immediately preceding: (i) the Maturity Date of the Initial Debentures; and (ii) 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 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 $1.55 such that approximately 645.1613 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(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, and such Initial Debentures, upon conversion, must be accompanied by funds equal to the amount of such payment, unless such Initial Debentures have been called for redemption, in which case no such payment will be required. In the event that a holder of Debentures exercises their conversion right following a Redemption Notice by the Corporation and 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, such holder will be entitled to receive accrued and unpaid interest, in 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 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, together with all accrued but unpaid interest thereon, 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, 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 a Global Debenture and the Global Debenture 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 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 Common Shares 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 (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 or mailed to holders of Initial Debentures.

Form and Terms of Initial Debentures. (a) The first series of Debentures (the “Initial Debentures are hereby Debentures”) authorized for issue immediately in the is limited to an aggregate principal amount of up to $75,000,000 82,500,000 and shall be designated as “8.05.75% Convertible Unsecured Subordinated Debentures due May 31, 2016Debentures”. (b) The Initial Debentures shall be dated as of the date of the closing issue of the Offering (or such other date as the Company may request) Initial Debentures and shall mature May 31on June 30, 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 8.05.75% per annum (based on a year of 365 days (or 366 and the actual number of days in the case of a leap year)relevant interest period), 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) semi-annual payments in arrears on May June 30 and December 31 and November 30 in each year, the first such payment to fall due on November 30December 31, 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 May 31June 30, 2016, 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, the first interest payment will include interest accrued from and including the date of closing issue of the Offering Initial Debentures to, but excluding November 30excluding, December 31, 2011, which will be equal to $43.18 32.29 for each $1,000 principal amount of Initial Debentures 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 May June 15 and November 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 May 31June 30, 2014, except in the event of the satisfaction of certain conditions after a Change of Control has occurred as outlined herein. On and after May 31June 30, 2014 and at any time prior to the 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 Company 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 their 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 the 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 $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 $3.36 such that approximately 297.6190 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(k) and Section 6.5. The Conversion Price will not be adjusted for accrued interest, and holders converting Debentures shall not receive accrued and unpaid interest on such Debentures 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. 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, together with all accrued but unpaid interest thereon, 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” (provided that Initial Debentures issued in the form of Definitive Debentures shall be issued without the Global Note Legends and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto), 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, 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 in the form of one or more Global Debentures and one or more Definitive Debentures at the option of the Issuer. 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 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 3.2. The Definitive Debentures will be registered in the names of each holders 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. (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 (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. ‌ (a1) The first series of Debentures (the “Initial Debentures are hereby Debentures”) authorized for issue immediately in the is limited to an aggregate principal amount of $75,000,000 20,000,000 and shall be designated as “8.0% Senior Unsecured Convertible Unsecured Subordinated Debentures due May 31, 2016Debentures”. (b2) The Initial Debentures shall be dated as of the date of the closing of the Offering (or such other date as the Company may request) and shall mature May 31on February 28, 2016 2019 (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 8.0% per annum (based on a year of 365 360 days (or 366 days in the case composed of a leap year)twelve 30-day months), payable in equal semi-annual payments in arrears on the last day of February and August 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 May 31 and November 30 in each year), the first such payment to fall due on November 30August 31, 2011 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 May 31February 28, 20162019, 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, the first interest payment will include interest accrued from and including the date of closing of the Offering to, but excluding November 30excluding, 2011August 31, 2017, which will be equal to $43.18 0.2222 for each $1,000 principal amount of Initial Debentures 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 May 15 and November 15 in each year that date which is five (or the first 5) Business Day Days prior to such date if not a Business Day)each 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 May 31February 28, 20142018, except in the event of the satisfaction of certain conditions after a Change of Control has occurred as outlined provided herein. On and after May 31February 28, 2014 2018 and at any time prior to the 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 Company Corporation in whole or in part from time to time time, on notice as provided for in Section 4.3Section

Form and Terms of Initial Debentures. (a) The first series of Debentures (the "Initial Debentures are hereby Debentures") authorized for issue immediately in the is limited to an aggregate principal amount of $75,000,000 not more than US$50,000,000 and shall be designated as “8.0"6.5% Convertible Senior Unsecured Subordinated Debentures due May 31Dxxxxxxxxx xxx Xxxxx 00, 2016”0000". (bx) The Initial Debentures shall be dated as of the date of the closing of the Offering (or such other date as the Company may request) and shall mature May March 31, 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 8.06.5% per annum (based on a year of 365 360 days (or 366 days in the case comprised of a leap year)twelve 30 day months), 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 May March 31 and November September 30 in each year, the first such payment to fall due on November September 30, 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 or the earlier date of redemption, repayment or conversion of the Initial Debentures) to fall due on May March 31, 20162016 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- semi-annually, computed on the basis of a 360-day year composed of twelve 30-day months. For certainty, the first interest payment will include interest accrued from and including the date of closing of the Offering to, but excluding November September 30, 2011, which will be equal to $43.18 US$33.94 for each $US$1,000 principal amount of Initial Debentures Debentures. The record dates for the payment of interest on the Initial Debentures will be May March 15 and November September 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 4ARTICLE IV, provided that the Initial Debentures will not be redeemable before May March 31, 2014, except in the event of the satisfaction of certain conditions after a Change of Control has occurred as outlined herein. On and or after May March 31, 2014 and prior to the Maturity Date, provided that the Current Market Price at the time of the Redemption Notice is at least not less than 125% of the Conversion PricePrice in respect of the Initial Debentures, the Initial Debentures may be redeemed at the option of the Company Corporation in whole or in part from time to time on notice as provided for in Section 4.34.3 at the Redemption Price 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 Tradable 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 the Secured Indebtedness of the Corporation in accordance with the provisions of ARTICLE V. 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 present and future unsecured indebtedness of the Corporation. (f) Upon and subject to the provisions and conditions of ARTICLE VI and Section 3.8, the holder of each Initial Debenture shall have the right at such holder's option, 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 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 VI 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 Freely Tradable 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. Notwithstanding the foregoing, no Initial Debentures may be converted on an Interest Payment Date or during the five Business Days preceding March 31 and September 30 each year. Article 2The 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$2.45 per share, being a conversion rate (the "Conversion Rate") of 408.1633 Common Shares issuable for each US$1,000 principal amount of Initial Debentures so converted, subject to adjustments for fractional interests in accordance with Section 6.6. 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 VI, or for interest accrued on Initial Debentures surrendered. 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(l) and Section 6.5. Article 3Holders 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 Corporation, be paid on the next regularly scheduled Interest Payment Date following the Date of Conversion. Article 4Holders 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 and 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, such holder will be entitled to receive accrued and unpaid interest, in 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. Article 5The Conversion Price will not be adjusted for accrued interest. Article 6Notwithstanding 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.