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. (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 not more than $75,000,000 34,500,000 and shall be designated as “8.0"8% Convertible Unsecured Subordinated Debentures due May 31Xxxxxxxxxx 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 31April 30, 2016 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 8.08% per annum (based on a year of 365 days (or 366 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 May October 31 and November April 30 in each year, the first such payment to fall due on November 30October 31, 2011 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 May 31April 30, 20162018 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 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 November 30excluding, 2011October 31, which 2013, which, assuming an issue date of April 5, 2013, will be equal to $43.18 45.81 for each $1,000 principal amount of Initial Debentures issued on closing of the offering. The record dates for the payment of interest on the Initial Debentures will be May October 15 and November 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 May 31April 30, 20142015, 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 May 31April 30, 2014 2015 and prior to the 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 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" 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 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 direct, unsecured obligations of the Corporation that are subordinated to all secured obligations of the Corporation and the Material Subsidiaries including: (a) the Senior Indebtedness until the Senior End Date as described herein; and

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.

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 60,000,000 and shall be designated as “8.0"7.00% Convertible Unsecured Junior Subordinated Debentures due May 31, 2016”Debentures". (b) The Initial Debentures shall be dated as of the date of the closing of the Offering (or such other date as the Company Trust may request) and shall mature May December 31, 2016 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 8.07.00% per annum (based on a year of 365 days (or 366 days in the case of a leap year)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 May June 30 and December 31 and November 30 in each year, the first such payment to fall due on November 30December 31, 2011 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 May December 31, 20162015, 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 30December 31, 20112010, which will be equal to $43.18 42.00 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 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 December 31, 20142013, except in the event of the satisfaction of certain conditions after a Change of Control has occurred as outlined herein. On and after May December 31, 2014 2013 and prior to the Maturity DateDecember 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 Company 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. (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 5,000,000 at an issue price of $1,000 per Debenture (the "Issue Price") and shall be designated as “8.0"10% Convertible Unsecured Subordinated Secured Debentures", which consists of the Debentures due May 31, 2016”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 Company may request) Initial Debentures and shall mature May 31on July 26, 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 8.010% per annum (based on a year of 365 days (or 366 days in the case of a leap year))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 May March 31 and November September 30 in each year, the first such payment to fall due on November September 30, 2011 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 May 31July 26, 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 excluding, September 30, 2011, which 2013. Any payment required to be made on any day that is not a Business Day will be equal to $43.18 for each $1,000 principal amount of Initial Debentures made on the next succeeding Business Day. 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 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 May 31, 2014, 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 May 31Initial Debentures, 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 redeem in whole or in part from time to time in accordance with the terms of Article 4 the principal amount of the Initial Debentures without penalty at the Redemption Price equal to their principal amount plus accrued and unpaid interest thereon up to (but excluding) the Redemption Date. The Corporation will be required to provide the holders of the Initial Debentures not more than 60 and 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 Redemption 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 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 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. 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 up to $75,000,000 115,000,000 and shall be designated as “8.06.0% 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) Deemed Exercise Date and shall mature May 31on November 28, 2016 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 8.06.0% 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 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 May June 30 and December 31 and November 30 in each year, the first such payment to fall due on November 30December 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 31November 28, 20162022, 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, 2017, the first interest payment will include interest accrued from and including the date of closing of the Offering toNovember 28, but excluding November 302017 to December 31, 20112017, which will be equal to $43.18 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 May 15 and November 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 May 31, 2014rank 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 a Change of Control has occurred as outlined herein. On and after May 31conditions, 2014 and prior by notice to the Maturity 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 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 $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 provided below, provided that 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 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 Company 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 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, 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 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 Change of Control and specifying the date on notice 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 104% of the principal amount thereof plus unpaid interest to the Maturity Date (the “Offer Price”); or (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 holders of Initial Debentures.