THIRD SUPPLEMENTAL TRUST INDENTURE
Exhibit
99.4
This
Third Supplemental Trust Indenture is entered into as of the 24th day of August,
2006.
AMONG:
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 the "Trust")
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" 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 Energy Trust ("Acclaim"), Acclaim Energy
Inc.
("AEI") and the
Debenture Trustee entered into an indenture (the "Indenture") dated
December 17, 2002 to provide for the creation and issuance of debentures
for the Trust's investment purposes;
AND
WHEREAS Article 16 of the Indenture provides that the Debenture Trustee and
Acclaim may enter into indentures supplemental to the Indenture;
AND
WHEREAS pursuant to a first supplemental indenture between Acclaim, AEI and
the
Debenture Trustee dated as of June 15, 2004, Acclaim created and issued a second
series of debentures;
AND
WHEREAS pursuant to a second supplemental indenture dated as of January 5,
2006,
between Acclaim, the Trust, Canetic and the Debenture Trustee, the Trust, as
Successor, assumed all of the rights, covenants and obligations of Acclaim
under
the Indenture in accordance with the terms thereof;
AND
WHEREAS the Trust has determined to create and issue a third series of
debentures being 6.5% convertible extendible unsecured subordinated debentures
(the "Debentures") due
December 31, 2011, or, in certain circumstances, September 30, 2006, and to
enter into this third supplemental indenture (this "Supplemental Indenture") with
the Debenture Trustee to provide for such creation and issuance of
Debentures;
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
Debentures, when authenticated or certified by the Debenture Trustee and issued
as provided in the Indenture and this Supplemental Indenture, valid, binding
and
legal obligations of the Trust with the benefit and subject to the terms of
the
Indenture and this Supplemental Indenture;
AND
WHEREAS the foregoing recitals 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
|
1.1
|
Definitions
|
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:
|
(a)
|
"Acquisition"
means the
indirect acquisition by the Trust of certain petroleum and natural
gas
properties and related assetspursuant to the Acquisition Agreement;
|
|
(b)
|
"Acquisition
Agreement"
means the agreement of purchase and sale between a wholly-owned subsidiary
of the Trust and the Vendors dated August 2, 2006;
|
|
(c)
|
"Acquisition
Date" means
the date upon which the closing of the Acquisition takes place, and
"Acquisition Time" means
the time on the Acquisition Date at which the closing of the Acquisition
takes place;
|
|
(d)
|
"Prospectus"
means the
short form prospectus of the Trust dated August •, 2006 qualifying
for distribution, among other things, the Debentures contemplated
herein;
|
|
(e)
|
"Termination
Time" means
the earlier to occur of (i) 5:00 p.m. (Calgary time) on September
30, 2006
if the closing of the Acquisition has not taken place by that time,
and
(ii) the date upon which the Acquisition is terminated or the Trust
has
advised the Underwriters or announced to the public that it does
not
intend to proceed with the Acquisition;
|
|
(f)
|
"Underwriters"
means,
collectively, BMO Xxxxxxx Xxxxx Inc., TD Securities Inc., CIBC World
Markets Inc., National Bank Financial Inc., RBC Dominion Securities
Inc.,
Scotia Capital Inc., Canaccord Capital Corporation, FirstEnergy Capital
Corp., Xxxxxxx Xxxxx Ltd., Tristone Capital Inc. and HSBC Securities
(Canada) Inc.: and
|
|
(g)
|
"Vendors"
means,
collectively, a privately owned U.S. based oil and gas company and
certain
of its affiliates.
|
|
1.2
|
Amendments
to Indenture
|
|
(a)
|
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
|
2
|
|
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
Initial 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.
|
|
(b)
|
For
the purposes of the Debentures only, references in Section 4.10(b)
of the
Indenture to "30" days shall be changed to "40" days.
|
ARTICLE 2
THE
DEBENTURES
|
2.1
|
Form
and Terms of Debentures
|
|
(a)
|
The
third series of debentures authorized for issue are limited to an
aggregate principal amount of $230,000,000 and shall be designated
as
"6.5% Convertible Extendible Unsecured Subordinated Debentures".
|
|
(b)
|
The
Debentures shall be dated August 24, 2006, and shall bear interest
from
such date at the rate of 6.5% per annum, payable in semi-annual payments
on June 30 and December 31 in each year, the first such payment to
fall
due, subject as hereinafter provided, on December 31, 2006 and the
last
such payment (representing interest payable from the last Interest
Payment
Date to, but excluding, the Maturity Date of the Initial Debentures),
subject as hereinafter provided, to fall due on December 31, 2011,
payable
after as well as before maturity and after as well as before default,
with
interest on amounts in default at the same rate, compounded semi-annually.
For certainty, subject to adjustment as hereinafter provided, the
first
interest payment will include interest accrued from August 24, 2006
to,
but excluding, December 31, 2006, which will be equal to $22.9726
for each
$1,000 principal amount of the Debentures. The Debentures will mature
on
December 31, 2011, provided that if the closing of the Acquisition
does
not take place by 5:00 p.m. (Calgary time) on September 30, 2006,
if the
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 Acquisition, the Debentures will mature on September
30,
2006. If the Acquisition takes place prior to 5:00 p.m. (Calgary
time) on
September 30, 2006, the Maturity Date of the Debentures will be
automatically extended from September 30, 2006 to December 31, 2011
without any further act or formality on the part of the Trust or
the
Debenture Trustee. The Trust will announce by press release the closing
of
the Acquisition or the Termination Time, as the case may be, and
confirmation of the Maturity Date and will provide a copy thereof
to the
Debenture Trustee in accordance with Section 14.3.
|
|
(c)
|
The
Debentures will be redeemable in accordance with the terms of Article 4,
provided that the Debentures will not be redeemable on or before
December
31, 2009, except in the event of the satisfaction of certain conditions
after a Change of Control has occurred as outlined herein. Subsequent
to
December 31, 2009 and on or prior to December 31, 2010, 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 Section 4.3 at a price equal to
$1,050
per $1,000 principal amount of Debenture plus accrued and unpaid
interest.
After December 31, 2010, 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 Section 4.3 hereof at a price equal
to $1,025
per $1,000 principal amount of Debenture plus accrued and unpaid
interest.
The Redemption Notice for the Debentures shall be substantially in
the
form of Schedule
B. In connection with the redemption of the Debentures,
the Trust may, at
|
3
|
|
its
option and subject to the provisions of Section 4.6 and subject to
regulatory approval, elect to satisfy its obligation to pay all or
a
portion of the aggregate principal amount of the Debentures to be
redeemed
by issuing and delivering to the holders of such Debentures, Freely
Tradeable Trust Units. If the Trust elects to exercise such option,
it
shall so specify and provide details in the Redemption Notice. Interest
accrued and unpaid on the Debentures on the Redemption Date will
be paid
to holders of Debentures, in cash, in the manner contemplated in
Section
4.5.
|
|
(d)
|
The
Debentures will be subordinated to the Senior Indebtedness of the
Trust in
accordance with the provisions of Article 5.
|
|
(e)
|
Upon
and subject to the provisions and conditions of Article 6, the holder
of
each Debenture shall have the right at such holder's option, at any
time
prior to the close of business on the earlier of September 30, 2006
or
December 31, 2011, as applicable, and the last Business Day immediately
preceding the date specified by the Trust for redemption of the Debentures
by notice to the holders of Debentures in accordance with Sections
2.4(c)
and 4.3 (the earlier of which will be the "Time of Expiry" for the
purposes of Article 6 in respect of the Debentures), to convert the
whole
or, in the case of a Debenture of a denomination in excess of $1,000,
any
part which is $1,000 or an integral multiple thereof, of the principal
amount of a Debenture into Trust Units at the Conversion Price in
effect
on the Date of Conversion (as defined in Section 6.4(b)).
|
The
Conversion Price in effect on the date hereof for each Trust Unit to be issued
upon the conversion of Debentures shall be equal to $26.55 such that
approximately 37.6648 Trust Units shall be issued for each $1,000 principal
amount of Debentures so converted. No adjustment in the number of Trust Units
to
be issued upon conversion will be made for distributions or dividends on Trust
Units issuable upon conversion or for interest accrued on Debentures surrendered
for conversion. The Conversion Price applicable to and the Trust
Units, securities or other property receivable on the conversion of the
Debentures is subject to adjustment pursuant to the provisions of Section
6.5.
|
(f)
|
On
maturity of the Debentures, the Trust may, at its option and upon
and
subject to the terms of Section 4.10, and subject to regulatory approval,
elect to satisfy its obligation to pay all or a portion of the aggregate
principal amount of the Debentures due on maturity by issuing and
delivering to such holders of Debentures Freely Tradable Trust Units.
If
the Trust elects to exercise such option, it shall deliver a maturity
notice (the "Maturity
Notice") to the holders of the Debentures in the form of Schedule
C and provide
the necessary details. Interest accrued and unpaid on the
Debentures on the maturity date will be paid to holders of Debentures
in
cash.
|
|
(g)
|
The
Debentures shall be issued only in denominations of $1,000 and integral
multiples of $1,000. Each Debenture and the certificate of the Debenture
Trustee endorsed thereon shall be issued in substantially the form
set out
in Schedule A,
with such insertions, omissions, substitutions or other variations
as
shall be required or permitted by 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 (on behalf of the Trust) executing
such Debenture in accordance with Section 2.7, as conclusively evidenced
by their execution of a Debenture. Each Debenture shall
additionally bear such distinguishing letters and numbers as the
Debenture
Trustee shall approve. Notwithstanding the foregoing, a Debenture
may be
in such other form or forms as may, from time to time, be, approved
by a
resolution of the directors of Canetic, on behalf of the Trust or
as
|
4
specified
in an Officer's Certificate. The Debentures may be engraved,
lithographed, printed, mimeographed or typewritten or partly in one form and
partly in another.
|
(h)
|
The
Debentures shall be issued as Global Debentures and the Global Debentures
will be registered in the name of the Depositary which, as of the
date
hereof, shall be The Canadian Depositary for Securities Limited (or
any
nominee of the Depositary). No beneficial holder will receive definitive
certificates representing their interest in Debentures except as
provided
in Section 3.2. A Global Debenture may be exchanged for Debentures
in
registered form that are not Global Debentures, or transferred to
and
registered in the name of a person other than the Depository for
such
Global Debentures or a nominee thereof as provided in Section 3.2.
|
|
(i)
|
Upon
and subject to the terms and conditions of Article 10, the Trust
may
elect, from time to time, to satisfy its Interest Obligation on the
Debentures on any Interest Payment Date (or on redemption or maturity)
by
delivering Trust Units to the Debenture Trustee.
|
|
(j)
|
Within
30 days following the occurrence of a Change of Control, and subject
to
the provisions and conditions of Section 2.4(i), the Trust shall
be
obligated to offer to purchase the Debentures. The terms and conditions
of
such obligation are set forth below:
|
|
|
(i)
|
Within
30 days following the occurrence of a Change of Control, the Trust
shall
deliver to the Debenture Trustee, and the Debenture Trustee shall
promptly
deliver to the holders of the Debentures, a notice stating that there
has
been a Change of Control and specifying the circumstances surrounding
such
event (a "Change of
Control Notice") together with an offer in writing (the "Offer")
to purchase all
then outstanding Debentures made in accordance with the requirements
of
Applicable Securities Legislation at a price equal to 101% of the
principal amount thereof (the "Offer Price") (which
Offer Price may be paid in Trust Units pursuant to Section 4.10)
plus
accrued and unpaid interest on such Debentures up to, but excluding,
the
date of acquisition by the Trust or a related party of such Debentures
(collectively, the "Total
Offer Price").
|
|
|
(ii)
|
If
90% or more in aggregate principal amount of Debentures outstanding
on the
date the Trust provides the Change of Control Notice and the Offer
to
holders of the Debentures have been tendered for purchase pursuant
to the
Offer on the expiration thereof, the Trust has the right and obligation
upon written notice provided to the Debenture Trustee within 10 days
following the expiration of the Offer, to redeem and shall redeem
all the
Debentures remaining outstanding on the expiration of the Offer at
the
Total Offer Price (the "90% Redemption
Right").
|
|
|
(iii)
|
Upon
receipt of notice that the Trust has exercised or is exercising the
90%
Redemption Right and is acquiring the remaining Debentures, the Debenture
Trustee shall promptly provide written notice to each Debentureholder
that
did not previously accept the Offer that:
|
|
|
(A)
|
the
Trust has exercised the 90% Redemption Right and is purchasing all
outstanding Debentures effective on the expiry of the Offer at the
Total
Offer Price, and shall include a calculation of the amount payable
to such
holder as payment of the Total Offer Price;
|
|
|
(B)
|
each
such holder must transfer their Debentures to the Debenture Trustee
on the
same terms as those holders that accepted the Offer and must send
their
|
5
|
|
respective
Debentures, duly endorsed for transfer, to the Debenture Trustee
within 10
days after the sending of such notice; and
|
|
|
(C)
|
the
rights of such holder under the terms of the Debentures and the Indenture
cease effective as of the date of expiry of the Offer provided the
Trust
has, on or before the time of notifying the Debenture Trustee of
the
exercise of the 90% Redemption Right, paid the Total Offer Price
to, or to
the order of, the Debenture Trustee and thereafter the Debentures
shall
not be considered to be outstanding and the holder shall not have
any
right except to receive such holder's Total Offer Price upon surrender
and
delivery of such holder's Debentures in accordance with the Indenture.
|
|
|
(iv)
|
The
Trust shall, on or before 11:00 a.m. (Calgary Time), on the Business
Day
immediately prior to the expiry of the Offer, deposit with the Debenture
Trustee or any paying agent to the order of the Debenture Trustee,
such
sums of money as may be sufficient to pay the Total Offer Price of
the
Debentures to be purchased or redeemed by the Trust on the expiry
of the
Offer, provided the Trust may elect to satisfy this requirement by
providing the Debenture Trustee with a cheque for such amounts required
under Section 2.4(i)(iv) post-dated to the date of expiry of the
Offer.
The Trust shall also deposit with the Debenture Trustee a sum of
money
sufficient to pay any charges or expenses which may be incurred by
the
Debenture Trustee in connection with such purchase and/or redemption,
as
the case may be. Every such deposit shall be irrevocable. From the
sums so
deposited, the Debenture Trustee shall pay or cause to be paid to
the
holders of such Debentures, the Offer Price, and all accrued and
unpaid
interest, if any, to which they are entitled on the Trust's purchase
or
redemption.
|
|
|
(v)
|
In
the event that one or more of such Debentures being purchased in
accordance with Section 2.4(i) becomes subject to purchase in part
only,
upon surrender of such Debentures for payment of the Total Offer
Price,
the Trust shall execute and the Debenture Trustee shall certify and
deliver without charge to the holder thereof or upon the holder's
order,
one or more new Debentures for the portion of the principal amount
of the
Debentures not purchased.
|
|
|
(vi)
|
Debentures
for which holders have accepted the Offer and Debentures which the
Trust
has elected to redeem in accordance with Section 2.4(i) shall become
due
and payable at the Total Offer Price on the date of expiry of the
Offer,
in the same manner and with the same effect as if it were the date
of
maturity specified in such Debentures, anything therein or herein
to the
contrary notwithstanding, and from and after such date of expiry
of the
Offer, if the money necessary to purchase or redeem the Debentures
shall
have been deposited as provided in Section 2.4(i) and affidavits
or other
proofs satisfactory to the Debenture Trustee as to the publication
and/or
mailing of such notices shall have been lodged with it, interest
on the
Debentures shall cease. If any question shall arise as to whether
any
notice has been given as above provided and such deposit made, such
question shall be decided by the Debenture Trustee whose decision
shall be
final and binding upon all parties in interest.
|
|
|
(vii)
|
In
case the holder of any Debenture to be purchased or redeemed in accordance
with Section 2.4(i) shall fail on or before the date of expiry of
the
Offer so to surrender such holder's Debenture or shall not within
such
time accept payment of the moneys payable, or give such receipt therefor,
if any, as the Debenture Trustee may require, such moneys may be
set aside
in trust, either in the deposit department of the Debenture Trustee
or in
a
|
6
|
|
chartered
bank, and such setting aside shall for all purposes be deemed a payment
to
the Debentureholder of the sum so set aside and the Debentureholder
shall
have no other right except to receive payment of the moneys so paid
and
deposited, upon surrender and delivery up of such holder's Debenture.
In
the event that any money required to be deposited hereunder with
the
Debenture Trustee or any depository or paying agent on account of
principal, premium, if any, or interest, if any, on Debentures issued
hereunder shall remain so deposited for a period of six years from
the
date of expiry of the Offer, then such moneys, together with any
accumulated interest thereon, shall at the end of such period be
paid over
or delivered over by the Debenture Trustee or such depository or
paying
agent to the Trust and the Debenture Trustee shall not be responsible
to
Debentureholders for any amounts owing to them. Notwithstanding the
foregoing, the Debenture Trustee will pay any remaining funds deposited
hereunder prior to the expiry of six years after the date of expiry
of the
Offer to the Trust upon receipt from the Trust, or one of its
Subsidiaries, of an unconditional letter of credit from a Canadian
chartered bank in an amount equal to or in excess of the amount of
the
remaining funds. If the remaining funds are paid to the Trust prior
to the
expiry of six years after the date of expiry of the Offer, the Trust
shall
reimburse the Debenture Trustee for any amounts required to be paid
by the
Debenture Trustee to a holder of a Debenture pursuant to the Offer
after
the date of such payment of the remaining funds to the Trust but
prior to
six years after the date of expiry of the Offer.
|
|
|
(viii)
|
Subject
to the provisions above related to Debentures purchased in part,
all
Debentures redeemed and paid under Section 2.4(i) shall forthwith
be
delivered to the Debenture Trustee and cancelled and no Debentures
shall
be issued in substitution therefor.
|
|
(k)
|
Section
2.16 shall not apply to the Debentures. The Trust may, at any time
and
from time to time, in its sole discretion, request that the Debenture
Trustee make reasonable efforts, as is practicable in the circumstances,
to obtain declarations as to beneficial ownership of Debentures,
perform
residency searches of holders of Debentures and beneficial holders
of
Debentures mailing address lists and take such other steps specified
by
the Trust to determine or estimate as best possible the residence
of the
beneficial owners of Debentures. If at any time the board of directors
of
Canetic, in its sole discretion, determines that it is in the best
interest of the Trust, Canetic, notwithstanding the ability of the
Trust
to continue to rely on paragraph 132(7)(a) of the Income Tax Act (Canada)
(the "Tax Act")
for the purpose of qualifying as a "mutual fund trust" under the
Tax Act,
may: (i) require the Debenture Trustee to refuse to accept a subscription
for Debentures from, or issue or register a transfer of Debentures
to, a
person unless the person provides a declaration to Canetic that the
Debentures to be issued or transferred to such person will not when
issued
or transferred be beneficially owned by a non-resident (a "non-resident") of Canada
within the meaning of the Tax Act; (ii) to the extent practicable
in the
circumstances, send a notice to registered holders of Debentures
which are
beneficially owned by non-residents, chosen in inverse order to the
order
of acquisition or registration of such Debentures beneficially owned
by
non-residents or in such other manner as Canetic may consider equitable
and practicable, requiring them to sell their Debentures which are
beneficially owned by non-residents or a specified portion thereof
within
a specified period of not less than 60 days. If the holders of Debentures
receiving such notice have not sold the specified number of such
Debentures or provided Canetic with satisfactory evidence that such
Debentures are not beneficially owned by non-residents within such
period,
Canetic may, on behalf of such registered holder of Debentures, sell
such
Debentures and, in the interim, suspend the rights attached to such
Debentures; and (iii) take such other actions as the Board of Directors
of
Canetic determines, in its sole discretion, are appropriate in the
circumstances that will reduce or limit the number of Debentures
held by
non-
|
7
residents
to ensure that the Trust is not maintained primarily for the benefit of
non-residents of Canada.
|
(l)
|
Section
2.4(a) shall not apply to the Debentures. The Debentures and the
Trust
Units issuable upon conversion of the Debentures have not been and
will
not be registered under the United States Securities Act of 1933,
as
amended (the "1933
Act"). All certificates representing Debentures sold in the United
States and the Trust Units upon conversion of the Debentures, as
well as
all certificates issued in exchange for or in substitution of the
foregoing certificates, shall bear, unless otherwise directed by
the
Trust, the following legend (the "U.S. Legend"):
|
"THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR STATE
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THESE SECURITIES,
AGREES FOR THE BENEFIT OF CANETIC RESOURCES TRUST (THE "TRUST") THAT THESE SECURITIES
MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE TRUST,
(B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S
("REGULATION S") UNDER
THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND
REGULATIONS, (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH (1) RULE 144A
UNDER
THE SECURITIES ACT, OR (2) RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE,
AND
IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER
TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR
ANY
APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS
PURSUANT TO (C) OR (D) ABOVE, A LEGAL OPINION SATISFACTORY TO THE TRUST MUST
FIRST BE PROVIDED. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE
'GOOD DELIVERY' IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN
CANADA.
IF
THE TRUST IS A "FOREIGN ISSUER" WITHIN THE MEANING OF REGULATION S AT THE TIME
OF TRANSFER, A NEW CERTIFICATE, BEARING NO LEGEND, MAY BE OBTAINED FROM
COMPUTERSHARE TRUST COMPANY OF CANADA UPON DELIVERY OF THIS CERTIFICATE AND
A
DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO COMPUTERSHARE TRUST COMPANY
OF CANADA AND THE TRUST, TO THE EFFECT THAT THE SALE OF THE SECURITIES
REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION
S
UNDER THE SECURITIES ACT."
provided
that, if any Debentures or Trust Units issuable upon conversion of the
Debentures are being sold in accordance with Rule 904 of Regulation S, and
if
the Trust is a "foreign issuer" within the meaning of Regulation S at the time
of sale, the U.S. Legend may be removed by providing a declaration to the
registrar and transfer agent for the Trust Units, as set forth in Schedule "E" hereto (or in
such other form as the Trust may prescribe from time to time);
and
provided, further, that, if any Debentures or Trust Units issuable upon
conversion of the Debentures are being sold under Rule 144 under the 1933 Act,
the U.S. Legend may be removed by delivery to the registrar and transfer agent
for the Trust Units, of an opinion of counsel, of recognized standing reasonably
satisfactory to the Trust, that the U.S. Legend is no longer required under
applicable requirements of the 1933 Act or state securities laws.
8
|
(m)
|
The
Debenture Trustee shall be provided with the documents and instruments
referred to in Sections 2.5(b), (c) and (d) with respect to the Debentures
prior to the issuance of the Debentures
|
ARTICLE 3
ADDITIONAL
MATTERS
|
3.1
|
Confirmation
of Indenture
|
The
Debenture, as amended and supplemented by this Supplemental Indenture, is in
all
respects confirmed.
|
3.2
|
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.
|
3.3
|
Governing
Law
|
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.
|
3.4
|
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.
9
|
3.5
|
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.
|
CANETIC
RESOURCES TRUST,
by its attorney,
|
|
|
CANETIC
RESOURCES INC.
|
|
|
By:
|
(signed)
"Xxxxx X.
Xxxxx"
|
|
Xxxxx
X. Xxxxx
|
|
|
Vice
President, General Counsel and Secretary
|
|
|
By:
|
(signed)
"Xxxx
Xxxxxxxxxx"
|
|
Xxxx
Xxxxxxxxxx
|
|
|
Vice
President, Operations
|
|
|
CANETIC
RESOURCES INC.
|
|
|
By:
|
(signed)
"Xxxxx X.
Xxxxx"
|
|
Xxxxx
X. Xxxxx
|
|
|
Vice
President, General Counsel and Secretary
|
|
|
By:
|
(signed)
"Xxxx
Xxxxxxxxxx"
|
|
Xxxx
Xxxxxxxxxx
|
|
|
Vice
President, Operations
|
|
|
COMPUTERSHARE
TRUST COMPANY OF
|
|
|
CANADA
|
|
|
By:
|
(signed)
"Xxx Xxxxxx
"
|
|
By:
|
(signed)
"Xxxxx
Xxxxx"
|
10
SCHEDULE
"A"
TO
THE THIRD SUPPLEMENTAL TRUST INDENTURE AMONG
CANETIC
RESOURCES TRUST, CANETIC RESOURCES INC. AND
COMPUTERSHARE
TRUST COMPANY OF CANADA
FORM
OF DEBENTURE
SCHEDULE
"A"
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.
[INSERT
US LEGEND AS APPLICABLE]
CUSIP
[•]
|
No.S1
|
$•
|
CANETIC
RESOURCES TRUST
(A
trust governed by the laws of Alberta)
6.5%
CONVERTIBLE EXTENDIBLE UNSECURED SUBORDINATED DEBENTURE
DUE
SEPTEMBER 30, 2006
(DECEMBER
31, 2011, IF EXTENDED)
CANETIC
RESOURCES TRUST (the
"Trust") for value
received hereby acknowledges itself indebted and, subject to the provisions
of
the trust indenture (the "Indenture") dated as of
December 17, 2002 between Acclaim Energy Trust ("Acclaim"), Acclaim Energy
Inc.
("AEI") and
Computershare Trust Company of Canada (the "Debenture Trustee"), as
supplemented by the first supplemental indenture dated as of June 15, 2004
between Acclaim, AEI and the Debenture Trustee, as further supplemented by
the
second supplemental indenture dated as of January 5, 2006 between Acclaim,
the
Trust, Canetic Resources Inc. ("Canetic") and the Debenture
Trustee and as further supplemented by the third supplemental indenture dated
as
of August 24, 2006 between the Trust, Canetic and the Debenture Trustee to
create a third series of debentures ( these supplemental indentures together
with the Indenture, the "Supplemental Indenture"),
promises to pay to the registered holder hereof on December 31, 2011 (the "Maturity Date") or on such
earlier date as the principal amount hereof may become due in accordance with
the provisions of the Supplemental Indenture the principal sum of • Dollars ($•)
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 6.5%
per annum, in like money, in arrears in semi-annual instalments (less any tax
required by law to be deducted) on June 30 and December 31 in each year
commencing on December 31, 2006 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 August 24, 2006
to, but excluding, December 31, 2006, which will be equal to $22.9726 for each
$1,000 principal amount of the Debentures. The Debentures will mature
on December 31, 2011, provided that if the closing of the Acquisition does
not
take place by 5:00 p.m. (Calgary time) on September 30, 2006, if the 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
Acquisition, the Debentures will mature on September 30, 2006. If the
Acquisition takes place prior to 5:00 p.m. (Calgary time) on September 30,
2006,
the Maturity Date of the Debentures will be automatically extended from
September 30, 2006 to December 31, 2011 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 6.5% 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
$230,000,000 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.
The
whole, or if this Debenture is in a denomination in excess of $1,000, any part
which is $1,000 or an integral multiple thereof, of the principal of this
Debenture 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
earlier of September 30, 2006 or December 31, 2011, as applicable, and the
last
Business Day immediately preceding the date specified by the Trust for
redemption of the Debentures, 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 $26.55 (the "Conversion Price") per Trust
Unit, being a rate of approximately 37.6648 Trust Units for each $1,000
principal amount of Debentures, all subject to the terms and conditions and
in
the manner set forth in the Supplemental Indenture. The Supplemental
Indenture 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 Supplemental 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
December 31, 2009, except in the event of the satisfaction of
A-2
certain
conditions after a Change of Control has occurred. After December 31,
2009 and on or prior to December 31, 2010, 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 December 31, 2010,
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.
A-3
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 24th day of August, 2006.
|
CANETIC
RESOURCES TRUST,
by its attorney,
|
||
|
Canetic
Resources Inc.
|
||
|
Per:
|
||
A-4
(FORM
OF DEBENTURE TRUSTEE'S CERTIFICATE)
This
Debenture is one of the 6.5% Convertible Extendible Unsecured Subordinated
Debentures, due September 30, 2006 (December 31, 2011, if extended) referred
to
in the Supplemental Indenture within mentioned.
COMPUTERSHARE
TRUST COMPANY OF CANADA
|
By:
|
|
|
(Authorized
Officer)
|
(FORM
OF REGISTRATION PANEL)
(No
writing hereon except by Debenture Trustee or other registrar)
|
Date
of Registration
|
In
Whose Name Registered
|
Signature
of Debenture Trustee or Registrar
|
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.
|
Dated:
|
| Address of Transferee: | |
|
|
(Xxxxxx
Xxxxxxx, Xxxx, Xxxxxxxx and Postal
Code)
|
|
Social
Insurance Number of Transferee, if applicable:
|
*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.
|
1.
|
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".
|
|
2.
|
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.
|
Signature
of Guarantor:
|
Authorized
Officer
|
Signature
of transferring registered holder
|
|
|
Name
of Institution
|
EXHIBIT
"1"
TO
CDS GLOBAL DEBENTURE
CANETIC
RESOURCES TRUST
6.5%
CONVERTIBLE EXTENDIBLE UNSECURED SUBORDINATED DEBENTURES
DUE
SEPTEMBER 30, 2006 (DECEMBER 31, 2011, IF EXTENDED)
|
Initial
Principal Amount: $•
|
CUSIP:
•
|
Authorization: ________________________
ADJUSTMENTS
|
Date
|
Amount
of Increase
|
Amount
of Decrease
|
New
Principal Amount
|
Authorization
|
SCHEDULE
"B"
TO
THE THIRD SUPPLEMENTAL TRUST INDENTURE AMONG
CANETIC
RESOURCES TRUST, CANETIC RESOURCES INC. AND
COMPUTERSHARE
TRUST COMPANY OF CANADA
FORM
OF REDEMPTION NOTICE
SCHEDULE
"B"
Form
of Redemption Notice
CANETIC
RESOURCES TRUST
6.5%
CONVERTIBLE EXTENDIBLE UNSECURED SUBORDINATED DEBENTURES
REDEMPTION
NOTICE
|
To:
|
Holders
of 6.5% Convertible Extendible Unsecured Subordinated Debentures,
(the
"Debentures") of
Canetic Resources Trust (the "Trust")
|
|
Note:
|
All
capitalized terms used herein have the meaning ascribed thereto in
the
Indenture mentioned below, unless otherwise indicated.
|
Notice
is hereby given pursuant to Section 4.3 of the trust indenture (the "Indenture") dated as of
December 17, 2002 among the Trust, Canetic Resources Inc. and Computershare
Trust Company of Canada (the "Debenture Trustee") and the
third supplemental trust indenture dated as of August 24, 2006 among the Trust,
Canetic Resources Inc. and the Debenture Trustee, that the aggregate principal
amount of $• of the $• of Debentures outstanding will be redeemed as of • (the
"Redemption Date"), upon
payment of a redemption amount of $• for each $1,000 principal amount of
Debentures, being equal to the aggregate of (i) $• (the "Redemption Price"), and
(ii) all accrued and unpaid interest hereon to but excluding the Redemption
Date (collectively, the "Total
Redemption Price").
The
Total Redemption Price will be payable upon presentation and surrender of the
Debentures called for redemption at the following corporate trust
office:
|
Computershare
Trust Company of Canada
|
|
Xxxxx
000, 000 - 0xx Xxxxxx, XX
|
|
Xxxxxxx
XX X0X 0X0
|
The
interest upon the principal amount of Debentures called for redemption shall
cease to be payable from and after the Redemption Date, unless payment of the
Total Redemption Price shall not be made on presentation for surrender of such
Debentures at the above-mentioned corporate trust office on or after the
Redemption Date or prior to the setting aside of the Total Redemption Price
pursuant to the Indenture.
[Pursuant
to Section 4.6 of the Indenture, the Trust hereby irrevocably elects to
satisfy its obligation to pay $• of the Redemption Price payable to holders of
Debentures in accordance with this notice by issuing and delivering to the
holders that number of Freely Tradable Trust Units obtained by dividing the
Redemption Price by 95% of the Current Market Price of the Trust
Units.
No
fractional Trust Units shall be delivered upon the exercise by the Trust of
the
above-mentioned redemption right but, in lieu thereof, the Trust shall pay
the
cash equivalent thereof determined on the basis of the Current Market Price
of
Trust Units on the Redemption Date (less any tax required to be deducted, if
any).
In
this connection, upon presentation and surrender of the Debentures for payment
on the Redemption Date, the Trust shall, on the Redemption Date, make the
delivery to the Debenture Trustee, at the above-mentioned corporate trust
office, for delivery to and on account of the holders, of certificates
representing the Freely Tradable Trust Units to which holders are
entitled
together with the cash equivalent in lieu of fractional Trust Units, cash for
all accrued and unpaid interest up to, but excluding, the Redemption Date,
and,
if only a portion of the Debentures are to be redeemed by issuing Freely
Tradable Trust Units, cash representing the balance of the Redemption
Price.]
DATED:
CANETIC
RESOURCES TRUST, by
its attorney
Canetic
Resources Inc.
___________________________________________
(Authorized
Director or Officer of
Canetic
Resources Inc.)
SCHEDULE
"C"
TO
THE THIRD SUPPLEMENTAL TRUST INDENTURE AMONG
CANETIC
RESOURCES TRUST, CANETIC RESOURCES INC. AND
COMPUTERSHARE
TRUST COMPANY OF CANADA
FORM
OF MATURITY NOTICE
SCHEDULE
"C"
Form
of Maturity Notice
CANETIC
RESOURCES TRUST
6.5%
CONVERTIBLE EXTENDIBLE UNSECURED SUBORDINATED DEBENTURES
MATURITY
NOTICE
|
To:
|
Holders
of 6.5% Convertible Extendible Unsecured Subordinated Debentures
(the
"Debentures") of
Canetic Resources Trust (the "Trust")
|
|
Note:
|
All
capitalized terms used herein have the meaning ascribed thereto in
the
Indenture mentioned below, unless otherwise indicated.
|
Notice
is hereby given pursuant to Section 4.10(b) of the trust indenture (the "Indenture") dated as of
December 17, 2002 among the Trust, Canetic Resources Inc. and
Computershare Trust Company of Canada (the Debenture Trustee") and the
third supplemental trust indenture dated as of August 24, 2006 among the Trust,
Canetic Resources Inc., and the Debenture Trustee, that the Debentures are
due
and payable as of December 31, 2011 (the "Maturity Date") and the Trust
elects to satisfy its obligation to repay to holders of Debentures the principal
amount of all of the Debentures outstanding on the Maturity Date by issuing
and
delivering to the holders that number of Freely Tradable Trust Units equal
to
the number obtained by dividing such principal amount of the Debentures by
95%
of the Current Market Price of Trust Units on the Maturity Date.
No
fractional Trust Units shall be delivered on exercise by the Trust of the above
mentioned repayment right but, in lieu thereof, the Trust shall pay the cash
equivalent thereof determined on the basis of the Current Market Price of Trust
Units on the Maturity Date (less any tax required to be deducted, if
any).
In
this connection, upon presentation and surrender of the Debentures for payment
on the Maturity Date, the Trust shall, on the Maturity Date, make delivery
to
the Debenture Trustee, at its principal corporate trust office in Calgary,
Alberta, for delivery to and on account of the holders, of certificates
representing the Freely Tradable Trust Units to which holders are entitled
together with the cash equivalent in lieu of fractional Trust Units, cash for
all accrued and unpaid interest up to, but excluding, the Maturity Date and
if
only a portion of the Debentures are to be repaid by issuing Freely Tradable
Trust Units, cash representing the balance of the principal amount and premium
(if any) due on the Maturity Date.
DATED:
CANETIC
RESOURCES TRUST, by
its attorney
Canetic
Resources Inc.
_____________________________________________
(Authorized
Director or Officer of
Canetic
Resources Inc.)
C-1
SCHEDULE
"D"
TO
THE THIRD SUPPLEMENTAL TRUST INDENTURE AMONG
CANETIC
RESOURCES TRUST, CANETIC RESOURCES INC. AND
COMPUTERSHARE
TRUST COMPANY OF CANADA
FORM
OF NOTICE OF CONVERSION
SCHEDULE
"D"
Form
of Notice of Conversion
CONVERSION
NOTICE
|
TO:
|
CANETIC
RESOURCES TRUST
|
|
Note:
|
All
capitalized terms used herein have the meaning ascribed thereto in
the
Indenture mentioned below, unless otherwise indicated.
|
The
undersigned registered holder of 6.5% Convertible Extendible Unsecured
Subordinated Debentures bearing Certificate No. • irrevocably elects to convert
such Debentures (or $• principal amount thereof*) in accordance with the terms
of the Supplemental Indenture referred to in such Debentures and tenders
herewith the Debentures, and, if applicable, directs that the Trust Units of
Canetic Resources Trust issuable upon a conversion be issued and delivered
to
the person indicated below. (If Trust Units are to be issued in the name of
a
person other than the holder, all requisite transfer taxes must be tendered
by
the undersigned).
|
Dated:
|
|||
|
(Signature
of Registered Holder)
|
|
*
|
If
less than the full principal amount of the Debentures, indicate in
the
space provided the principal amount (which must be $1,000 or integral
multiples thereof).
|
|
NOTE:
|
If
Trust Units are to be issued in the name of a person other than the
holder, the signature must be guaranteed by a chartered bank, a trust
company or by a member of an acceptable Medallion Guarantee Program.
The
Guarantor must affix a stamp bearing the actual words: "SIGNATURE
GUARANTEED".
|
(Print
name in which Trust Units are to be issued, delivered and
registered)
Name:
_________________________________________
______________________________________________
(Address)
______________________________________________
(City,
Province and Postal Code)
Name
of guarantor: _______________________________
Authorized
signature:
_____________________________
D-1
SCHEDULE
"E"
TO
THE THIRD SUPPLEMENTAL TRUST INDENTURE AMONG
CANETIC
RESOURCES TRUST, CANETIC RESOURCES INC. AND
COMPUTERSHARE
TRUST COMPANY OF CANADA
FORM
OF DECLARATION FOR REMOVAL OF LEGEND
SCHEDULE
"E"
FORM
OF DECLARATION FOR REMOVAL OF LEGEND
|
TO:
|
Computershare
Trust Company of Canada
|
|
|
as
registrar and transfer agent for the 6.5% Convertible Extendible
Unsecured Subordinated Debentures and Trust Units of Canetic Resources
Trust
|
The
undersigned:
|
•
|
acknowledges
that the sale of the securities of Canetic Resources Trust to which
this
declaration relates is being made in reliance on Rule 904 of Regulation
S
("Regulation S") under the United States Securities Act of 1933,
as
amended (the "Securities Act"), and
|
|
•
|
certifies
that:
|
|
|
1.
|
it
is not an affiliate (as defined in Rule 405 under the Securities
Act) of
Canetic Resources Trust ,
|
|
|
2.
|
the
offer of the securities was not made to a person in the United States
and
either (A) at the time the buy order was originated, the buyer was
outside
the United States, or the seller and any person acting on its behalf
reasonably believe that the buyer was outside the United States,
or (B)
the transaction was executed on or through the facilities of the
Toronto
Stock Exchange, and neither the seller nor any person acting on its
behalf
knows that the transaction has been prearranged with a buyer in the
United
States,
|
|
|
3.
|
neither
the seller nor any affiliate of the seller nor any person acting
on any of
their behalf has engaged or will engage in any "directed selling
efforts"
(as such term is defined in Regulation S) in the United States in
connection with the offer and sale of the securities,
|
|
|
4.
|
the
sale is bona fide and not for the purpose of "washing off" the resale
restrictions imposed because the securities are "restricted securities"
(as that term is defined in Rule 144(a)(3) under the Securities Act),
|
|
|
5.
|
the
seller does not intend to replace the securities sold in reliance
on Rule
904 of Regulation S with fungible unrestricted securities, and
|
|
|
6.
|
the
contemplated sale is not a transaction, or part of a series of
transactions which, although in technical compliance with Regulation
S, is
part of a plan or scheme to evade the registration provisions of
the
Securities Act.
|
|
Dated:
|
By:
|
|||
|
Name:
|
||||
|
Title:
|
E-1
