FIRST SUPPLEMENTAL TRUST INDENTURE
VAULT
ENERGY TRUST, a trust
governed under the laws of the Province of Alberta (hereinafter called the
"Trust")
- and
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VAULT
ENERGY INC., a
corporation incorporated under the laws of the Province of Alberta (hereinafter
called "VEI")
- and
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CANADIAN
WESTERN TRUST
COMPANY, a trust company existing 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
the Trust, Vault Acquisition Inc. (a predecessor, through amalgamation, to
VEI)
and the Debenture Trustee entered into an indenture dated April 27, 2005
to
provide for the creation and issuance of debentures (the indenture being
referred to herein as the "Indenture");
AND
WHEREAS Article 15 of the Indenture provides that the Trust and the Debenture
Trustee may enter into indentures supplemental to the Indenture;
AND
WHEREAS the Trust and the Debenture Trustee has determined that it is
appropriate to make changes or corrections to the Indenture for the purposes
of
curing or correcting certain ambiguities or defective or inconsistent provisions
or clerical omissions or mistakes or manifest errors contained therein and
to
enter into this first supplemental indenture (the "Supplemental Indenture") with
the Debenture Trustee to provide for the same;
AND
WHEREAS all necessary acts and proceedings have been done and taken and all
necessary resolutions have been passed to authorize the execution and delivery
of this Supplemental Indenture, to make the same effective and binding upon
the
Trust, and to make the changes or corrections referred to herein;
AND
WHEREAS the Debenture Trustee is of the opinion in accordance with Section
15.1
of the Indenture that the rights of the Debentureholders (as that term is
defined in the Indenture) are in no way prejudiced by the changes or corrections
to the Indenture provided for herein;
AND
WHEREAS the foregoing recitals, except for the immediately preceding recital,
are made as representations and statements of fact by the Trust and not by
the
Debenture Trustee;
NOW
THEREFORE it is hereby covenanted, agreed and declared as follows:
ARTICLE
1
DEFINITIONS AND AMENDMENTS TO INDENTURE
DEFINITIONS AND AMENDMENTS TO INDENTURE
1.1
Definitions
All
capitalized terms not defined herein shall have the meanings given to them
in
the Indenture.
1.2
Indenture Supplemented
by
Supplemental Indenture
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, 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 except
as
the Indenture is amended, superceded, modified or supplemented by this
Supplemental Indenture.
1.3
Amendments to Indenture
Section
7.14 of the Indenture shall be amended and replaced with the following:
"The
Trust shall not issue Additional Debentures or other debt instruments of
equal
ranking after the issuance of the Initial Debentures if the aggregate principal
amount of all issued and outstanding Debentures and other debt instruments
of
equal ranking exceeds 25% of the total market capitalization of the Trust
immediately after the issuance of such Additional Debentures or other debt
instruments of equal ranking. For the purposes of this Section, the total
market
capitalization of the Trust is defined as the total principal amount of all
issued and outstanding Debentures and of other debt instruments issued by
the
Trust of equal ranking plus the amount obtained by multiplying the number
of
issued and outstanding Units by the Current Market Price of the Units as
determined on the relevant day.".
ARTICLE
2
ADDITIONAL MATTERS
ADDITIONAL MATTERS
2.1
Confirmation of
Indenture
The
Indenture, as amended and supplemented by this Supplemental Indenture, is
in all
respects confirmed.
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2.2
Acceptance of Trusts
The
Debenture Trustee hereby accepts the trusts in this Supplemental Indenture
declared and provided for and agrees to perform the same upon the terms and
conditions and subject to the provisions set forth in the Indenture.
2.3
Governing Law
2.4
Further Assurances
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.
2.5
Counterparts
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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VAULT
ENERGY TRUST by its
administrator Vault Energy Inc. |
|
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By:
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"Xxxxxx
Xxxxxx"
|
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Xxxxxx
Xxxxxx
President
and Chief Executive Officer
|
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VAULT
ENERGY INC.
|
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By:
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"Xxxxxx
Xxxxxx"
|
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Xxxxxx
Xxxxxx
President
and Chief Executive Officer
|
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CANADIAN WESTERN TRUST
COMPANY
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By:
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"Thaidra Xxxxx" |
| Name:
Thaidra Xxxxx Title: Director, Business Development |
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By:
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"X.X.
(Xxxxxx) Xxxx"
|
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Name:
X.X. (Xxxxxx) Xxxx
Title: Director Corporate & Group Services |
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