SECOND SUPPLEMENTAL TRUST INDENTURE
Exhibit
99.3
This
Second Supplemental Trust Indenture is entered into as of the 5th
day of
January, 2006.
AMONG:
ACCLAIM
ENERGY TRUST, an open
ended trust governed under the laws of the Province of Alberta and having
its
head office in the City of Calgary, in the Province of Alberta (hereinafter
called "Acclaim")
AND:
CANETIC
RESOURCES TRUST, an
open ended trust governed under the laws of the Province of Alberta and having
its head office in the City of Calgary, in the Province of Alberta (hereinafter
called "CaneticTrust")
AND
CANETIC
RESOURCES INC., a
corporation existing under the laws of the Province of Alberta and having
its
head office in the City of Calgary, in the Province of Alberta (hereinafter
called "Canetic
Resources" or the "Corporation")
AND
COMPUTERSHARE
TRUST COMPANY OF
CANADA, a trust company incorporated under the federal laws of Canada
having an office in the City of Calgary, in the Province of Alberta (hereinafter
called the "Debenture
Trustee")
WITNESSETH
THAT:
WHEREAS
Acclaim, Acclaim Energy Inc. ("AEI") and the Debenture
Trustee entered into an indenture (the "Original Indenture") dated
December 17, 2002 to provide for the creation and issuance of a first
series of debentures being 11.0% convertible extendible unsecured subordinated
debentures (the "11.0%
Debentures");
AND
WHEREAS Acclaim, AEI and the Debenture Trustee entered into a first supplemental
indenture (the "First
SupplementalIndenture") dated
June 15,
2004 to provide for the creation and issuance of a second series of debentures
being 8.0% convertible extendible unsecured subordinated debentures (the
"8.0% Debentures") (the 8.0%
Debentures and the 11.0% Debentures are collectively referred to herein as
the
"Debentures");
AND
WHEREAS effective May 31, 2003 the trust units ("Acclaim Units") of Acclaim
were consolidated on a one (1) for 2.5 basis which necessitated a 2.5 times
increase, effective May 31, 2003, in the Conversion Price for each Acclaim
Unit to be issued upon the conversion of the 11.0% Debentures from $3.90
to
$9.75;
AND
WHEREAS pursuant to a business combination among Acclaim, AEI, StarPoint
Energy
Trust ("StarPoint") and
StarPoint Energy Ltd. ("SEL") scheduled to
be
completed on January 5, 2006, among other things, Canetic Trust will acquire
all
of the assets of Acclaim and AEI and SEL and certain other entities will
amalgamate to form the Corporation;
AND
WHEREAS Canetic Trust, as Successor, wishes to assume all of the rights,
covenants and obligations of Acclaim under the Indenture and in accordance
with
the terms thereof;
AND
WHEREAS the foregoing recitals are made as representations and statements
of
fact by Canetic and not by the Debenture Trustee;
NOW
THEREFORE it is hereby covenanted, agreed and declared as follows:
ARTICLE 1
DEFINITIONS
AND AMENDMENTS TO INDENTURE
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1.1
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Definitions
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All
capitalized terms not defined herein shall have the meanings given to them
in
the Indenture and, in addition, in this Supplemental Indenture and in the
Debentures, unless there is something in the subject matter or context
inconsistent therewith, the expressions following shall have the following
meanings, namely:
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(a)
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"Canetic
Units" means
ordinary trust units of Canetic Trust;
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(b)
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"Conversion
Adjustment
Date" means the fifth (5th)
trading day of the TriStar Common Shares on the Toronto Stock Exchange
following the date hereof;
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(c)
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"Conversion
Adjustment
Time" means 4:30 (Calgary time) on the Conversion Adjustment
Date;
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(d)
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"Indenture"
the Original
Indenture, together with the First Supplemental Indenture;
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(e)
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"Tristar
Adjusted Value"
means the weighted average trading price of the TriStar Common
Shares on
the Toronto Stock Exchange for the five (5) consecutive trading
days
commencing on the first day that the TriStar Common Shares trade
on the
Toronto Stock Exchange and ending on (and including) the Conversion
Adjustment Date; and
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(f)
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"TriStar
Common Shares"
means the common shares of TriStar Oil & Gas Ltd.
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1.2
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Amendments
to Indenture
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(a)
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This
Supplemental Indenture is supplemental to the Indenture and the
Indenture
and this Supplemental Indenture shall hereafter be read together
and shall
have effect, so far as practicable, with respect to the Debentures
as if
all the provisions of the Indenture and this Supplemental Indenture
were
contained in one instrument. The Indenture is and shall remain
in full
force and effect with regards to all matters governing the Debentures
and
with regards to all matters governing the Debentures, except as
the
Indenture is amended, superceded, modified or supplemented by this
Supplemental Indenture. Any references in the text of this Supplemental
Indenture to section numbers, article numbers, "hereto", "herein",
"hereby", "hereunder", "hereof" and similar expressions refer to
the
Indenture unless otherwise qualified.
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(b)
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As
of and from the date hereof, the Indenture is amended by substituting
Acclaim as a party to the Indenture and replacing Acclaim with
its
Successor, Canetic Trust.
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(c)
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References
to AEI in the Indenture shall be changed to refer to Canetic Resources.
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(d)
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References
to Trust Units in the Indenture shall be changed to refer to Canetic
Units.
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(e)
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The
Conversion Price in effect on the date hereof and until the Conversion
Adjustment Time for each Canetic Unit to be issued upon the conversion
of
11.0% Debentures shall be equal to $11.56 such that approximately
86.5052
Canetic Units shall be issued for each $1,000 principal amount
of 11.0%
Debentures so converted. The Conversion Price in effect after the
Conversion Adjustment Time shall be equal to the price determined
by
multiplying $9.75 by a fraction, of which the numerator shall be
$2,129,142,734.46 less the number obtained by multiplying the TriStar
Adjusted Value by 9,339,256, and of which the denominator shall
be
2,129,142,734.46, and then the Conversion Price shall be further
adjusted
by dividing the Conversion Price by 0.8333, rounded to two decimal
places.
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(f)
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The
Conversion Price in effect on the date hereof and until the Conversion
Adjustment Time for each Canetic Unit to be issued upon the conversion
of
8.0% Debentures shall be equal to $16.01 such that approximately
62.4610
Canetic Units shall be issued for each $1,000 principal amount
of 8.0%
Debentures so converted. The Conversion Price in effect after the
Conversion Adjustment Time shall be equal to the price determined
by
multiplying $13.50 by a fraction, of which the numerator shall
be
$2,129,142,734.46 less the number obtained by multiplying the TriStar
Adjusted Value by 9,339,256, and of which the denominator shall
be
2,129,142,734.46, and then the Conversion Price shall be further
adjusted
by dividing the Conversion Price by 0.8333, rounded to two decimal
places.
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(g)
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The
form of certificate for the 11.0% Debenture shall be replaced with
the
form substantially as set out in Schedule A, with
such
insertions, omissions, substitutions or other variations as shall
be
required or permitted by the Indenture, and may have imprinted
or
otherwise reproduced thereon such legend or legends or endorsements,
not
inconsistent with the provisions of the Indenture, as may be required
to
comply with any law or with any rules or regulations pursuant thereto
or
with any rules or regulations of any securities exchange or securities
regulatory authority or to conform with general usage, all as may
be
determined by the directors of Canetic Resources (on behalf of
Canetic
Trust) executing such 11.0% Debenture in accordance with the Indenture.
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(h)
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The
form of certificate for the 8.0% Debenture shall be replaced with
the form
substantially as set out in Schedule B, with
such
insertions, omissions, substitutions or other variations as shall
be
required or permitted by the Indenture, and may have imprinted
or
otherwise reproduced thereon such legend or legends or endorsements,
not
inconsistent with the provisions of the Indenture, as may be required
to
comply with any law or with any rules or regulations pursuant thereto
or
with any rules or regulations of any securities exchange or securities
regulatory authority or to conform with general usage, all as may
be
determined by the directors of Canetic Resources (on behalf of
Canetic
Trust) executing such 8.0% Debenture in accordance with the Indenture.
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ARTICLE 2
SUCCESSOR
TRUST
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2.1
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Assumption
of Obligations
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Canetic
Trust hereby covenants and agrees to assume and does assume all of the rights,
covenants and obligations of Acclaim in and to the Indenture and all of the
covenants and obligations of Acclaim under the Debentures as and from the
date
hereof. Without limiting the generality of the foregoing, from and after
the
date hereof, the Debentures will be valid and binding obligations of Canetic
Trust entitling the holders thereof, as against Canetic Trust, to all rights
of
Debentureholders under the Indenture.
ARTICLE 3
ADDITIONAL
MATTERS
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3.1
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Confirmation
of Indenture
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The
Debenture, as amended and supplemented by this Supplemental Indenture, is
in all
respects confirmed.
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3.2
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Governing
Law
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This
Supplemental Indenture shall be construed in accordance with the laws of
the
Province of Alberta and the laws of Canada applicable therein and shall be
treated, in all respects, as an Alberta contract.
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3.3
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Further
Assurances
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The
parties shall, with reasonable diligence, do all such things and provide
all
such reasonable assurances as may be required to consummate the transactions
contemplated by this Supplemental Indenture, and each party shall provide
such
further documents or instruments required by the other party as may be
reasonably necessary or desirable to effect the purpose of this Supplemental
Indenture and carry out its provisions.
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3.4
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Execution
by Canetic Resources
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The
parties hereto acknowledge that the administrator of Canetic Trust is entering
into this Second Supplemental Indenture solely in its capacity as administrator
of Canetic Trust, and the obligations of Canetic Trust hereunder shall not
be
personally binding upon the administrator or any registered or beneficial
holder
of units of Canetic Trust, and that resort shall not be had to, nor shall
recourse be sought from, any of the foregoing or the private property of
any of
the foregoing in any manner in respect of any indebtedness, obligation or
liability of Canetic Trust arising hereunder or arising in connection herewith
or from the matters to which this Second Supplemental Indenture relates,
if any,
including without limitation claims based on negligence or otherwise tortious
behaviour, and recourse shall be limited to, and satisfied only out of, the
"Trust Fund" (as defined in the trust indenture of Canetic Trust).
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3.5
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Counterparts
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This
Supplemental Indenture may be executed by the parties in separate counterparts
each of which when so executed and delivered shall be an original, but all
such
counterparts shall together constitute one and the same instrument.
IN
WITNESS WHEREOF the parties hereto have executed these presents under their
respective corporate seals and the hands of their proper officers in that
behalf.
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ACCLAIM
ENERGY TRUST, by
its attorney,
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ACCLAIM
ENERGY INC.
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By:
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"J.
Xxxx Xxxxxxx"
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J.
Xxxx Xxxxxxx
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President
and Chief Executive Officer
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CANETIC
RESOURCES TRUST,
by its attorney,
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CANETIC
RESOURCES INC.
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By:
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"J.
Xxxx Xxxxxxx"
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J.
Xxxx Xxxxxxx
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President
and Chief Executive Officer
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CANETIC
RESOURCES INC.
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By:
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"J.
Xxxx Xxxxxxx"
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J.
Xxxx Xxxxxxx
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President
and Chief Executive Officer
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By:
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"Xxxxx
X. Broshko"
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Xxxxx
X. Broshko
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Vice
President and Chief Financial Officer
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COMPUTERSHARE
TRUST COMPANY OF
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CANADA
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By:
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"Xxx
Xxxxxx"
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By:
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"Xxxxx
Xxxxx"
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SCHEDULE
"A"
TO
THE FIRST SUPPLEMENTAL TRUST INDENTURE AMONG
CANETIC
RESOURCES TRUST, CANETIC RESOURCES INC. AND
COMPUTERSHARE
TRUST COMPANY OF CANADA
FORM
OF 11.0% DEBENTURE
This
Debenture is a Global Debenture within the meaning of the Indenture herein
referred to and is registered in the name of a Depository or a nominee thereof.
This Debenture may not be transferred to or exchanged for Debentures registered
in the name of any person other than the Depository or a nominee thereof
and no
such transfer may be registered except in the limited circumstances described
in
the Indenture. Every Debenture authenticated and delivered upon registration
of,
transfer of, or in exchange for, or in lieu of, this Debenture shall be a
Global
Debenture subject to the foregoing, except in such limited circumstances
described in the Indenture.
Unless
this Debenture is presented by an authorized representative of The Canadian
Depository for Securities Limited ("CDS") to Canetic Resources Trust or its
agent for registration of transfer, exchange or payment, and any Debenture
issued in respect thereof is registered in the name of CDS & CO., or in such
other name as is requested by an authorized representative of CDS, (and any
payment is made to CDS & Co. or to such other entity as is requested by an
authorized representative of CDS) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since as the registered
holder hereof, CDS & CO. has an interest herein.
CUSIP
000000XX0
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No.
•
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[$2,551,800]
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CANETIC
RESOURCES TRUST
(A
trust governed by the laws of Alberta)
11%
CONVERTIBLE EXTENDIBLE UNSECURED SUBORDINATED DEBENTURE
DUE
MARCH 31, 2003
(December
31, 2007, if extended)
CANETIC
RESOURCES TRUST (the
"Trust") for value
received hereby acknowledges itself indebted and, subject to the provisions
of
the trust indenture (the "Original Indenture") dated as
of December 17, 2002 among Acclaim Energy Trust, Acclaim Energy Inc. and
Computershare Trust Company of Canada (the "Debenture Trustee"), as
amended and supplemented by the first supplemental indenture dated as of
June
15, 2005 to create a second series of debentures and as further amended and
supplemented by the second supplemental indenture dated as of January 5,
2006
whereby the Trust, as successor, agreed to assume all of the rights, covenants
and obligations of Acclaim Energy Trust under the Original Indenture, as
amended
(together with the Original Indenture, the "Indenture"), promises to pay
to the registered holder hereof on December 31, 2007 (the "Maturity Date") or on such
earlier date as the principal amount hereof may become due in accordance
with
the provisions of the Indenture the principal sum of Two Million Five Hundred
and Fifty
One Thousand Eight HundredDollars ($2,551,800) in lawful
money of Canada on presentation and surrender of this Initial Debenture at
the
main branch of the Debenture Trustee in Calgary, Alberta or Toronto, Ontario
in
accordance with the terms of the Indenture and, subject as hereinafter provided,
to pay interest on the principal amount hereof from the date hereof, or from
the
last Interest Payment Date to which interest shall have been paid or made
available for payment hereon, whichever is later, at the rate of 11% per
annum,
in like money, in arrears in equal semi-annual instalments (less any tax
required by law to be deducted) on June 30 and December 31 in each
year commencing on June 30, 2003 and the last payment (representing
interest payable from the last Interest Payment Date to, but excluding, the
Maturity Date) to fall due on the Maturity Date and, should the Trust at
any
time make default in the payment of any principal or interest, to pay interest
on the amount in default at the same rate, in like money and on the same
dates.
For certainty, the first interest payment will include interest accrued from
December 17, 2002 to, but excluding June 30, 2003, which will be equal
to $59.52 for each $1,000 principal amount of the Initial
Debentures. If the Arrangement does not become effective prior to
5:00 p.m. (Calgary time) on March 31, 2003, substantially and in all
material respects as contemplated in the Arrangement Agreement, and as the
terms
of such agreement are described in the prospectus of the Trust dated
December 9, 2002, or if the Arrangement Agreement is terminated at any
earlier time, the Maturity Date will be March 31, 2003. If the
Arrangement becomes effective prior to 5:00 p.m. (Calgary time) on
March 31, 2003, substantially and in all material respects as contemplated
in the Arrangement Agreement, and as the terms of such agreement are described
in the prospectus of the Trust dated December 9, 2002, the Maturity Date
will be automatically extended from March 31, 2003 to December 31,
2007 without any further act or formality on the part of the Trust or the
Debenture Trustee.
Interest
hereon shall be payable by cheque mailed by prepaid ordinary mail to the
registered holder hereof or by electronic transfer of funds to the registered
holder hereof and, subject to the provisions of the Indenture, the mailing
of
such cheque or the sending of such electronic transfer of funds shall, to
the
extent of the sum represented thereby (plus the amount of any tax withheld),
satisfy and discharge all liability for interest on this Initial
Debenture.
This
Initial Debenture is one of the Debentures of the Trust issued or issuable
in
one or more series under the provisions of the Indenture. The Initial Debentures
authorized for issue immediately are limited to an aggregate principal amount
of
$45,000,000 in lawful money of Canada. Reference is hereby expressly made
to the
Indenture for a description of the terms and conditions upon which the Initial
Debentures are or are to be issued and held and the rights and remedies of
the
holders of the Initial Debentures and of the Trust and of the Debenture Trustee,
all to the same effect as if the provisions of the Indenture were herein
set
forth to all of which provisions the holder of this Initial Debenture by
acceptance hereof assents.
The
Initial Debentures are issuable only in denominations of $1,000 and integral
multiples thereof. Upon compliance with the provisions of the Indenture,
Debentures of any denomination may be exchanged for an equal aggregate principal
amount of Debentures in any other authorized denomination or
denominations.
Any
part, being $1,000 or an integral multiple thereof, of the principal of this
Initial Debenture, provided that the principal amount of this Initial Debenture
is in a denomination in excess of $1,000, is convertible, at the option of
the
holder hereof, upon surrender of this Initial Debenture at the principal
office
of the Debenture Trustee in Calgary, Alberta or Toronto, Ontario, at any
time
prior to the close of business on the Maturity Date or, if this Initial
Debenture is called for redemption on or prior to such date, then up to but
not
after the close of business on the last Business Day immediately preceding
the
date specified for redemption of this Initial Debenture, into Trust Units
(without adjustment for interest accrued hereon or for dividends or
distributions on Trust Units issuable upon conversion) at a conversion price
of
$11.56 (the "Conversion
Price") per Trust Unit, being a rate of approximately 86.5052 Trust Units
for each $1,000 principal amount of Initial Debentures, after giving effect
to
an adjustment to the Conversion Price in accordance with the formula set
forth
in the joint information circular and proxy statement dated November 18,
2005
(the "Circular") of
Acclaim Energy Trust and StarPoint Energy Trust with respect to a plan of
arrangement involving, inter
alia, Acclaim Energy Trust, StarPoint Energy Trust, the unitholders of
Acclaim Energy Trust and the unitholders of StarPoint Energy Trust, all subject
to the terms and conditions and in the manner set forth in the
Indenture. From and after 4:30 (Calgary time) on the fifth (5th)
trading day of the common shares ("TriStar Common Shares") of
TriStar Oil & Gas Ltd. on the Toronto Stock Exchange following January 5,
2006, the Conversion Price shall be equal to the price determined by multiplying
$9.75 by a fraction, of which the numerator shall be $2,129,142,734.76 less
the
number obtained by multiplying the TriStar Adjusted Value by 9,339,256, and
of
which the denominator shall be 2,129,142,734.76, and then the Conversion
Price
shall be further adjusted by dividing the Conversion Price by 0.8333, rounded
to
two decimal places. For purposes of this Initial Debenture, "Tristar Adjusted Value" means
the weighted average trading price of the TriStar Common Shares on the Toronto
Stock Exchange for the five (5) consecutive trading days commencing on the
first
day that the TriStar Common Shares trade on the Toronto Stock
Exchange. The Indenture also makes provision for the adjustment of
the Conversion Price in the events therein specified. No fractional Trust
Units
will be issued on any conversion but in lieu thereof, the Trust will satisfy
such fractional interest by a cash payment equal to the market price of such
fractional interest determined in accordance with the Indenture. No
adjustment in the number of Trust Units to be issued upon conversion will
be
made for distributions or dividends on Trust Units issuable upon conversion
or
for interest accrued on Initial Debentures surrendered for conversion.
This
Initial Debenture may be redeemed at the option of the Trust on the terms
and
conditions set out in the Indenture at the redemption price therein and herein
set out provided that this Initial Debenture is not redeemable on or before
January 1, 2006, except in the event of the satisfaction of certain
conditions after a Change of Control has occurred. After January 1, 2006
and on or prior to January 1, 2007, the Initial Debentures are redeemable
at the option of the Trust at a price equal to $1,050 per Debenture plus
accrued
and unpaid interest and otherwise on the terms and conditions described in
the
Indenture. After January 1, 2007 and prior to maturity, the Initial
Debentures are redeemable at the option of the Trust at a price equal to
$1,025
per Debenture plus accrued and unpaid interest and otherwise on the terms
and
conditions described in the Indenture. The Trust may, on notice as provided
in
the Indenture, at its option and subject to any applicable regulatory approval,
elect to satisfy its obligation to pay all or any portion of the applicable
Redemption Price by the issue of that number of Trust Units obtained by dividing
the applicable Redemption Price by 95% of the weighted average trading price
of
the Trust
Units
on the Toronto Stock Exchange for the 20 consecutive trading days ending
on the
fifth trading day preceding the Redemption Date.
Upon
the occurrence of a Change of Control of the Trust, the Trust is required
to
make an offer to purchase all of the Initial Debentures at a price equal
to 101%
of the principal amount of such Initial Debentures plus accrued and unpaid
interest up to, but excluding, the date the Initial Debentures are so
repurchased (the "Offer"). If 90% or more
of the
principal amount of all Debentures outstanding on the date the Trust provides
notice of a Change of Control to the Debenture Trustee have been tendered
for
purchase pursuant to the Offer, the Trust has the right to redeem and shall
redeem all the remaining outstanding Initial Debentures on the same date
and at
the same price.
If
a takeover bid for Initial Debentures, within the meaning of the Securities Act (Alberta), is
made and 90% or more of the principal amount of all the Initial Debentures
(other than Initial Debentures held at the date of the takeover bid by or
on
behalf of the Offeror, Associates or Affiliates of the Offeror or anyone
acting
jointly or in concert with the Offeror) are taken up and paid for by the
Offeror, the Offeror will be entitled to acquire the Initial Debentures of
those
holders who did not accept the offer on the same terms as the Offeror acquired
the first 90% of the principal amount of the Initial Debentures.
The
Trust may, on notice as provided in the Indenture, at its option and subject
to
any applicable regulatory approval, elect to satisfy the obligation to repay
all
or any portion of the principal amount of this Initial Debenture due on the
Maturity Date by the issue of that number of Freely Tradeable Trust Units
obtained by dividing the principal amount of this Initial Debenture to be
paid
for in Trust Units pursuant to the exercise by the Trust of the Unit Repayment
Right by 95% of the weighted average trading price of the Trust Units on
the
Toronto Stock Exchange for the 20 consecutive trading days ending on the
fifth trading day preceding the Maturity Date.
The
indebtedness evidenced by this Initial Debenture, and by all other Initial
Debentures now or hereafter certified and delivered under the Indenture,
is a
direct unsecured obligation of the Trust, and is subordinated in right of
payment, to the extent and in the manner provided in the Indenture, to the
prior
payment of all Senior Indebtedness (including any indebtedness to trade
creditors), whether outstanding at the date of the Indenture or thereafter
created, incurred, assumed or guaranteed.
The
principal hereof may become or be declared due and payable before the stated
maturity in the events, in the manner, with the effect and at the times provided
in the Indenture.
The
Indenture contains provisions making binding upon all holders of Debentures
outstanding thereunder (or in certain circumstances specific series of
Debentures) resolutions passed at meetings of such holders held in accordance
with such provisions and instruments signed by the holders of a specified
majority of Debentures outstanding (or specific series), which resolutions
or
instruments may have the effect of amending the terms of this Initial Debenture
or the Indenture.
The
Indenture contains provisions disclaiming any personal liability on the part
of
holders of Trust Units, officers or agents of the Trust in respect of any
obligation or claim arising out of the Indenture or this Debenture.
This
Initial Debenture may only be transferred, upon compliance with the conditions
prescribed in the Indenture, in one of the registers to be kept at the principal
office of the Debenture Trustee in the City of Calgary or the City of Toronto
and in such other place or places and/or by such other registrars (if any)
as
the Trust with the approval of the Debenture Trustee may designate. No transfer
of this Initial Debenture shall be valid unless made on the register by the
registered holder hereof or his executors or administrators or other legal
representatives, or his or their attorney duly appointed by an instrument
in
form and substance satisfactory to the Debenture Trustee or other registrar,
and
upon compliance with such reasonable requirements as the Debenture Trustee
and/or other registrar may prescribe and upon surrender of this Initial
Debenture for cancellation. Thereupon a new Initial Debenture or Initial
Debentures in the same aggregate principal amount shall be issued to the
transferee in exchange hereof.
This
Initial Debenture shall not become obligatory for any purpose until it shall
have been certified by the Debenture Trustee under the Indenture.
Capitalized
words or expressions used in this Initial Debenture shall, unless otherwise
defined herein, have the meaning ascribed thereto in the Indenture.
IN
WITNESS WHEREOF CANETIC RESOURCES
TRUST has caused this Debenture to be signed by its authorized
representatives as of the 5th
day of
January, 2006.
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CANETIC
RESOURCES TRUST,
by its attorney,
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Canetic
Resources Inc.
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By:
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(FORM
OF DEBENTURE TRUSTEE'S CERTIFICATE)
This
Initial Debenture is one of the 11% Convertible Extendible Unsecured
Subordinated Debentures due March 31, 2003 (December 31, 2007, if
extended) referred to in the Indenture within mentioned.
COMPUTERSHARE
TRUST COMPANY OF CANADA
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By:
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(Authorized
Officer)
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(FORM
OF REGISTRATION PANEL)
(No
writing hereon except by Debenture Trustee or other registrar)
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Date
of Registration
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In
Whose Name Registered
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Signature
of Debenture Trustee or Registrar
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FORM
OF ASSIGNMENT
FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
__________________________________, whose address and social insurance number,
if applicable, are set forth below, this Initial Debenture (or $______________
principal amount hereof*) of CANETIC RESOURCES TRUST standing in the name(s)
of
the undersigned in the register maintained by the Trust with respect to such
Initial Debenture and does hereby irrevocably authorize and direct the Debenture
Trustee to transfer such Initial Debenture in such register, with full power
of
substitution in the premises.
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Dated:
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Address
of Transferee:
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(Xxxxxx
Xxxxxxx, Xxxx, Xxxxxxxx and Postal Code)
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Social
Insurance Number of Transferee, if applicable:
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*If
less than the full principal amount of the within Initial Debenture is to
be
transferred, indicate in the space provided the principal amount (which must
be
$1,000 or an integral multiple thereof, unless you hold an Initial Debenture
in
a non-integral multiple of 1,000 by reason of your having exercised your
right
to exchange upon the making of an Offer, in which case such Initial Debenture
is
transferable only in its entirety) to be transferred.
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1.
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The
signature(s) to this assignment must correspond with the name(s)
as
written upon the face of this Initial Debenture in every particular
without alteration or any change whatsoever. The signature(s) must
be
guaranteed by a Canadian chartered bank or trust company or by
a member of
an acceptable Medallion Guarantee Program. Notarized or witnessed
signatures are not acceptable as guaranteed signatures. The Guarantor
must
affix a stamp bearing the actual words: "SIGNATURE GUARANTEED".
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2.
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The
registered holder of this Initial Debenture is responsible for
the payment
of any documentary, stamp or other transfer taxes that may be payable
in
respect of the transfer of this Debenture.
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Signature
of Guarantor:
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Authorized
Officer
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Signature
of transferring registered holder
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Name
of Institution
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EXHIBIT
"1"
TO
CDS GLOBAL DEBENTURE
CANETIC
RESOURCES TRUST
11%
CONVERTIBLE EXTENDIBLE UNSECURED SUBORDINATED DEBENTURES
DUE
MARCH 31, 2003 (DECEMBER 31, 2007, IF EXTENDED)
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Initial
Principal Amount: $2,551,800
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CUSIP: 000000XX0
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Authorization: ________________________
ADJUSTMENTS
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Date
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Amount
of Increase
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Amount
of Decrease
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New
Principal Amount
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Authorization
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SCHEDULE
"B"
TO
THE FIRST SUPPLEMENTAL TRUST INDENTURE AMONG
CANETIC
RESOURCES TRUST, CANETIC RESOURCES INC. AND
COMPUTERSHARE
TRUST COMPANY OF CANADA
FORM
OF 8.0% DEBENTURE
This
Debenture is a Global Debenture within the meaning of the Indenture herein
referred to and is registered in the name of a Depository or a nominee thereof.
This Debenture may not be transferred to or exchanged for Debentures registered
in the name of any person other than the Depository or a nominee thereof
and no
such transfer may be registered except in the limited circumstances described
in
the Indenture. Every Debenture authenticated and delivered upon registration
of,
transfer of, or in exchange for, or in lieu of, this Debenture shall be a
Global
Debenture subject to the foregoing, except in such limited circumstances
described in the Indenture.
Unless
this certificate is presented by an authorized representative of The Canadian
Depository for Securities Limited ("CDS") to the Issuer or its agent for
registration of transfer, exchange or payment, and any certificate issued
in
respect thereof is registered in the name of CDS & CO., or in such other
name as is requested by an authorized representative of CDS (and any payment
is
made to CDS & CO. or to such other entity as is requested by an authorized
representative of CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered holder hereof,
CDS & CO. has an interest herein.
CUSIP
000000XX0
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No.•
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[$12,942,000]
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CANETIC
RESOURCES TRUST
(A
trust governed by the laws of Alberta)
8.0%
CONVERTIBLE EXTENDIBLE UNSECURED SUBORDINATED DEBENTURE
DUE
AUGUST 31, 2004
(AUGUST
31, 2009, IF EXTENDED)
CANETIC
RESOURCES TRUST (the
"Trust") for value
received hereby acknowledges itself indebted and, subject to the provisions
of
the trust indenture (the "Original Indenture") dated as
of December 17, 2002, as supplemented by the first supplemental indenture
dated as of June 15, 2004, among Acclaim Energy Trust, Acclaim Energy Inc.
and Computershare Trust Company of Canada (the "Debenture Trustee"), as
further amended and supplemented by the second supplemental indenture dated
as
of January 5, 2006 whereby the Trust, as successor, agreed to assume all
of the
rights, covenants and obligations of Acclaim Energy Trust under the Original
Indenture, as amended (together with the Original Indenture, the "Indenture"), promises to
pay
to the registered holder hereof on August 31, 2009 (the "Maturity Date") or on such
earlier date as the principal amount hereof may become due in accordance
with
the provisions of the Indenture the principal sum of Twelve Million Nine Hundred
and Forty
Two Dollars ($12,942,000) in lawful money of Canada on presentation and
surrender of this Debenture (as defined herein) at the main branch of the
Debenture Trustee in Calgary, Alberta or Toronto, Ontario in accordance with
the
terms of the Indenture and the Supplemental Indenture and, subject as
hereinafter provided, to pay interest on the principal amount hereof from
the
date hereof, or from the last Interest Payment Date to which interest shall
have
been paid or made available for payment on the outstanding Debentures, whichever
is later, at the rate of 8.0% per annum, in like money, in arrears in
semi-annual instalments (less any tax required by law to be deducted) on
February 28 and August 31 in each year commencing on February 28,
2005 and, should the Trust at any time make default in the payment of any
principal or interest, to pay interest on the amount in default at the same
rate, in like money and on the same dates. For certainty, subject to
adjustment as hereinafter provided, the first interest payment will include
interest accrued from June 15, 2004 to, but excluding, February 28, 2005,
which
will be equal to $56.54 for each $1,000 principal amount of the
Debentures. The Debentures will mature on August 31, 2009, provided
that if the closing of the Chevron Acquisition does not take place by 5:00
p.m.
(Calgary time) on August 31, 2004, if the Chevron Acquisition is terminated
at
any earlier time or if the Trust has advised the Underwriters or announced
to
the public that it does not intend to proceed with the Chevron Acquisition,
the
Debentures will mature on August 31, 2004. If the Chevron Acquisition
takes place prior to 5:00 p.m. (Calgary time) on August 31, 2004, the Maturity
Date of the Debentures will be automatically extended from August 31, 2004
to
August 31, 2009 without any further act or formality on the part of the Trust
or
the Debenture Trustee.
Interest
hereon shall be payable by cheque mailed by prepaid ordinary mail or by
electronic transfer of funds to the registered holder hereof and, subject
to the
provisions of the Indenture, the mailing of such
cheque
or the electronic transfer of such funds shall, to the extent of the sum
represented thereby (plus the amount of any tax withheld), satisfy and discharge
all liability for interest on this Debenture.
This
Debenture is one of the 8.0% Convertible Unsecured Subordinated Debentures,
due
on the Maturity Date (referred to herein as the "Debenture") of the Trust
issued or issuable under the provisions of the Indenture. The
Debentures authorized for issue are limited to an aggregate principal amount
of
$75,000,000 in lawful money of Canada. Reference is hereby expressly
made to the Supplemental Indenture for a description of the terms and conditions
upon which the Debentures are or are to be issued and held and the rights
and
remedies of the holders of the Debentures and of the Trust and of the Debenture
Trustee, all to the same effect as if the provisions of the Supplemental
Indenture were herein set forth to all of which provisions the holder of
this
Debenture by acceptance hereof assents.
The
Debentures are issuable only in denominations of $1,000 and integral multiples
thereof. Upon compliance with the provisions of the Supplemental Indenture,
Debentures of any denomination may be exchanged for an equal aggregate principal
amount of Debentures in any other authorized denomination or
denominations.
Any
part, being $1,000 or an integral multiple thereof, of the principal of this
Debenture, provided that the principal amount of this Debenture is in a
denomination in excess of $1,000, is convertible, at the option of the holder
hereof, upon surrender of this Debenture at the principal office of the
Debenture Trustee in Calgary, Alberta or Toronto, Ontario, at any time prior
to
the close of business on the Maturity Date or, if this Debenture is called
for
redemption on or prior to such date, then up to but not after the close of
business on the last Business Day immediately preceding the date specified
for
redemption of this Debenture, into Trust Units (without adjustment for interest
accrued hereon or for dividends or distributions on Trust Units issuable
upon
conversion) at a conversion price of $16.01 (the "Conversion Price") per Trust
Unit, being a rate of approximately 62.4610 Trust Units for each $1,000
principal amount of Debentures, after giving effect to an adjustment to the
Conversion Price in accordance with the formula set forth in the joint
information circular and proxy statement dated November 18, 2005 (the "Circular") of Acclaim Energy
Trust and StarPoint Energy Trust with respect to a plan of arrangement
involving, inter alia,
Acclaim Energy Trust, StarPoint Energy Trust, the unitholders of Acclaim
Energy
Trust and the unitholders of StarPoint Energy Trust, all subject to the terms
and conditions and in the manner set forth in the Indenture. From and
after 4:30 (Calgary time) on the fifth (5th) trading day of the common shares
("TriStar Common
Shares") of TriStar Oil & Gas Ltd. on the Toronto Stock Exchange
following January 5, 2006, the Conversion Price shall be equal to the price
determined by multiplying $13.50 by a fraction, of which the numerator shall
be
$2,129,142,734.46 less the number obtained by multiplying the TriStar Adjusted
Value by 9,339,256, and of which the denominator shall be 2,129,142,734.46·, and
then the Conversion Price shall be further adjusted by dividing the Conversion
Price by 0.8333, rounded to two decimal places. For purposes of this
Debenture, "Tristar Adjusted
Value" means the weighted average trading price of the TriStar Common
Shares on the Toronto Stock Exchange for the five (5) consecutive trading
days
commencing on the first day that the TriStar Common Shares trade on the Toronto
Stock Exchange. The Indenture also makes provision for the adjustment
of the Conversion Price in the events therein specified. No fractional Trust
Units will be issued on any conversion but in lieu thereof, the Trust will
satisfy such fractional interest by a cash payment equal to the market price
of
such fractional interest determined in accordance with the
Indenture. No adjustment in the number of Trust Units to be issued
upon conversion will be made for distributions or dividends on Trust Units
issuable upon conversion or for interest accrued on Debentures surrendered
for
conversion.
This
Debenture will be redeemed at the option of the Trust on the terms and
conditions set out in the Supplemental Indenture at the redemption price
therein
and herein set out provided that this Debenture is not redeemable on or before
August 31, 2007, except in the event of the satisfaction of certain
conditions after a Change of Control has occurred. After
August 31, 2007 and on or prior to August 31, 2008, the 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 the Indenture at a price equal to $1,050 per $1,000
principal amount of Debenture plus accrued and unpaid interest. After
August 31, 2008, the Debentures will be redeemable prior to maturity in
whole or in part from time to time at the option of the Trust on notice as
provided for in the Indenture at a price equal to $1,025 per $1,000 principal
amount of Debenture plus accrued and unpaid interest. The Trust may, on notice
as provided in the Supplemental Indenture, at its option and subject to any
applicable regulatory approval, elect to satisfy its obligation to pay all
or
any portion of the applicable Redemption Price by the issue of that number
of
Trust Units obtained by dividing the applicable
Redemption
Price by 95% of the weighted average trading price of the Trust Units on
the
Toronto Stock Exchange for the 20 consecutive trading days ending on the
fifth
trading day preceding the Redemption Date.
Upon
the occurrence of a Change of Control of the Trust, the Trust is required
to
make an offer to purchase all of the Debentures at a price equal to 101%
of the
principal amount of such Debentures plus accrued and unpaid interest up to,
but
excluding, the date the Debentures are so repurchased (the "Offer"). If 90% or
more of the principal amount of all Debentures outstanding on the date the
Trust
provides notice of a Change of Control to the Debenture Trustee have been
tendered for purchase pursuant to the Offer, the Trust has the right to redeem
and shall redeem all the remaining outstanding Debentures on the same date
and
at the same price.
If
a takeover bid for Debentures, within the meaning of the Securities Act (Alberta), is
made and 90% or more of the principal amount of all the Debentures (other
than
Debentures held at the date of the takeover bid by or on behalf of the Offeror,
Associates or Affiliates of the Offeror or anyone acting jointly or in concert
with the Offeror) are taken up and paid for by the Offeror, the Offeror will
be
entitled to acquire the Debentures of those holders who did not accept the
offer
on the same terms as the Offeror acquired the first 90% of the principal
amount
of the Debentures.
The
Trust may, on notice as provided in the Supplemental Indenture, at its option
and subject to any applicable regulatory approval, elect to satisfy the
obligation to repay all or any portion of the principal amount of this Debenture
due on the Maturity Date by the issue of that number of Freely Tradeable
Trust
Units obtained by dividing the principal amount of this Debenture to be paid
for
in Trust Units pursuant to the exercise by the Trust of the Unit Repayment
Right
by 95% of the weighted average trading price of the Trust Units on the Toronto
Stock Exchange for the 20 consecutive trading days ending on the fifth trading
day preceding the Maturity Date.
The
indebtedness evidenced by this Debenture, and by all other Debentures now
or
hereafter certified and delivered under the Indenture, is a direct unsecured
obligation of the Trust, and is subordinated in right of payment, to the
extent
and in the manner provided in the Indenture, to the prior payment of all
Senior
Indebtedness, whether outstanding at the date of the Indenture or thereafter
created, incurred, assumed or guaranteed, provided that the Debentures will
rank
pari passu with
the Debentures.
The
principal hereof may become or be declared due and payable before the stated
maturity in the events, in the manner, with the effect and at the times provided
in the Indenture.
The
Indenture contains provisions making binding upon all holders of Debentures
outstanding thereunder (or in certain circumstances specific series of
Debentures) resolutions passed at meetings of such holders held in accordance
with such provisions and instruments signed by the holders of a specified
majority of Debentures outstanding (or specific series), which resolutions
or
instruments may have the effect of amending the terms of this Debenture or
the
Indenture.
The
Indenture contains provisions disclaiming any personal liability on the part
of
holders of Trust Units, or the trustees, officers or agents of the Trust
in
respect of any obligation or claim arising out of the Indenture or this
Debenture.
This
Debenture may only be transferred, upon compliance with the conditions
prescribed in the Indenture, in one of the registers to be kept at the principal
office of the Debenture Trustee in Calgary, Alberta or Toronto, Ontario and
in
such other place or places and/or by such other registrars (if any) as the
Trust
with the approval of the Debenture Trustee may designate. No transfer of
this
Debenture shall be valid unless made on the register by the registered holder
hereof or his executors or administrators or other legal representatives,
or his
or their attorney duly appointed by an instrument in form and substance
satisfactory to the Debenture Trustee or other registrar, and upon compliance
with such reasonable requirements as the Debenture Trustee and/or other
registrar may prescribe and upon surrender of this Debenture for
cancellation.
This
Debenture shall not become obligatory for any purpose until it shall have
been
certified by the Debenture Trustee under the Indenture.
Capitalized
words or expressions used in this Debenture shall, unless otherwise defined
herein, have the meaning ascribed thereto in the Indenture and the Supplemental
Indenture.
IN
WITNESS WHEREOF CANETIC RESOURCES
TRUST has caused this Debenture to be signed by its authorized
representative as of the 5th
day of
January, 2006.
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CANETIC
RESOURCES TRUST,
by its attorney,
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Canetic
Resources Inc.
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Per:
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(FORM
OF DEBENTURE TRUSTEE'S CERTIFICATE)
This
Debenture is one of the 8.0% Convertible Extendible Unsecured Subordinated
Debentures, due August 31, 2004 (August 31, 2009, if extended) referred to
in the Indenture within mentioned.
COMPUTERSHARE
TRUST COMPANY OF CANADA
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By:
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(Authorized
Officer)
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(FORM
OF REGISTRATION PANEL)
(No
writing hereon except by Debenture Trustee or other registrar)
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Date
of Registration
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In
Whose Name Registered
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Signature
of Debenture Trustee or Registrar
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FORM
OF ASSIGNMENT
FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
__________________________________, whose address and social insurance number,
if applicable, are set forth below, this Debenture (or $______________ principal
amount hereof*) of CANETIC RESOURCES TRUST standing in the name(s) of the
undersigned in the register maintained by the Trust with respect to such
Debenture and does hereby irrevocably authorize and direct the Debenture
Trustee
to transfer such Debenture in such register, with full power of substitution
in
the premises.
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Dated:
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| Address of Transferee: | |
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(Xxxxxx
Xxxxxxx, Xxxx, Xxxxxxxx and Postal Code)
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Social
Insurance Number of Transferee, if applicable:
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*If
less than the full principal amount of the within Debenture is to be
transferred, indicate in the space provided the principal amount (which must
be
$1,000 or an integral multiple thereof, unless you hold a Debenture in a
non-integral multiple of $1,000, in which case such Debenture is transferable
only in its entirety) to be transferred.
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1.
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The
signature(s) to this assignment must correspond with the name(s)
as
written upon the face of this Debenture in every particular without
alteration or any change whatsoever. The signature(s) must be guaranteed
by a Canadian chartered bank or trust company or by a member of
an
acceptable Medallion Guarantee Program. Notarized or witnessed
signatures
are not acceptable as guaranteed signatures. The Guarantor must
affix a
stamp bearing the actual words: "SIGNATURE GUARANTEED".
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2.
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The
registered holder of this Debenture is responsible for the payment
of any
documentary, stamp or other transfer taxes that may be payable
in respect
of the transfer of this Debenture.
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Signature
of Guarantor:
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Authorized
Officer
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Signature
of transferring registered holder
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Name
of Institution
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EXHIBIT
"1"
TO
CDS GLOBAL DEBENTURE
CANETIC
RESOURCES TRUST
8.0%
CONVERTIBLE EXTENDIBLE UNSECURED SUBORDINATED DEBENTURES
DUE
AUGUST 31, 2004 (AUGUST 31, 2009, IF EXTENDED)
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Initial
Principal Amount: $12,942,000
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CUSIP
000000XX0
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Authorization: ________________________
ADJUSTMENTS
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Date
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Amount
of Increase
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Amount
of Decrease
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New
Principal Amount
|
Authorization
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