EXECUTION VERSION

SECOND LIEN SECURED NOTE INDENTURE

Dated as of April 8, 2020

Among

NEPTUNE ACQUISITION INC., as Issuer

and

COMPUTERSHARE TRUST COMPANY OF CANADA, as Trustee

[Interest redacted]

☐ % SECOND LIEN PIK TOGGLE NOTES DUE 2027

Page

ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1

1.01 Definitions 1
1.02 Other Definitions 28
1.03 Rules of Construction 30
1.04 Acts of Holders 31

ARTICLE 2 THE NOTES 34

2.01 Form and Dating; Terms 34
2.02 Execution and Authentication 35
2.03 Registrar and Paying Agent 35
2.04 Paying Agent to Hold Money in Trust 36
2.05 Holder Lists 36
2.06 Book Entry Only Notes 37
2.07 Global Notes 37
2.08 Interim Notes 38
2.09 Registration and Transfer of Global Notes 39
2.10 Charges for Registration, Transfer and Exchange 40
2.11 Replacement Notes 41
2.12 Outstanding Notes 41
2.13 Treasury Notes 41
2.14 Temporary Notes 42
2.15 Cancellation 42
2.16 Defaulted Interest 42
2.17 CUSIP and ISIN Numbers 43
2.18 Home Office Payment Agreement 43

ARTICLE 3 REDEMPTION 43

3.01 Notices to Trustee 43
3.02 Selection of Notes to Be Redeemed or Purchased 44
3.03 Notice of Redemption 44
3.04 Effect of Notice of Redemption 45
3.05 Deposit of Redemption or Purchase Price 46
3.06 Optional Redemption 46
3.07 Scheduled Mandatory Redemption 47
3.08 Mandatory Redemptions 48

ARTICLE 4 PIK ELECTION 48

4.01 PIK Election 48

ARTICLE 5 RANKING OF NOTES 50

5.01 Applicability of Article 50
5.02 Obligation to Pay Not Impaired 51
5.03 Payment on Notes Permitted 51
5.04 Confirmation of Ranking and Priority 51

TABLE OF CONTENTS
(continued)

Page

5.05 Knowledge of Trustee... 52
5.06 Trustee May Hold First Lien Obligation... 52
5.07 Rights of First Lien Creditor Not Impaired... 52
5.08 No Set-Off... 52

ARTICLE 6 REPRESENTATIONS AND WARRANTIES... 52
6.01 Representations and Warranties... 52

ARTICLE 7 COVENANTS... 58
7.01 Payment of Notes; Additional Amounts... 58
7.02 Maintenance of Office or Agency... 60
7.03 Reports and Other Information... 60
7.04 Corporate Existence... 61
7.05 Conduct of Business... 61
7.06 Use of Proceeds... 62
7.07 Insurance... 62
7.08 Taxes... 62
7.09 Notices... 62
7.10 Inspection of Assets and Operations... 63
7.11 Books and Records... 63
7.12 Change in Perfection Certificates... 63
7.13 Change of Name or Jurisdiction of Incorporation... 64
7.14 Environmental Compliance... 64
7.15 ERISA... 64
7.16 Intellectual Property... 65
7.17 Intercompany Indebtedness... 65
7.18 Permitted Amalgamation... 65
7.19 Limitation on Liens... 65
7.20 Limitation on Indebtedness... 66
7.21 Fundamental Changes... 66
7.22 Limitation on Change in Business... 67
7.23 Capital of Full Recourse Obligors... 67
7.24 Limitation on Acquisitions... 67
7.25 Limitation on Investments... 67
7.26 Deposit and Investment Accounts... 67
7.27 Fiscal Year... 67
7.28 Hedging Obligations... 67
7.29 Subsidiaries... 68
7.30 Transactions with Affiliates... 69
7.31 Limitations on Distributions... 69
7.32 Limitation on Disposition of Assets... 69
7.33 Limitation on Restrictive Agreements... 70

TABLE OF CONTENTS
(continued)

7.34 Sale and Leaseback... 71
7.35 First Lien Obligations... 71
7.36 Management... 71
7.37 Offer to Repurchase Upon Change of Control... 72
7.38 Withholding Taxes and Other Taxes... 74
7.39 Annual Rating... 76
7.40 Foreign Bank Accounts... 76
7.41 PPSA Acknowledgements... 77

ARTICLE 8 DEFAULTS AND REMEDIES... 77

8.01 Events of Default... 77
8.02 Acceleration... 80
8.03 Other Remedies... 80
8.04 Waiver of Past Defaults... 80
8.05 Control by Majority... 81
8.06 Limitation on Suits... 81
8.07 Rights of Holders to Receive Payment... 82
8.08 Collection Suit by Trustee... 82
8.09 Restoration of Rights and Remedies... 82
8.10 Rights and Remedies Cumulative... 82
8.11 Delay or Omission Not Waiver... 82
8.12 Trustee May File Proofs of Claim... 83
8.13 Priorities... 83
8.14 Undertaking for Costs... 84

ARTICLE 9 TRUSTEE... 84

9.01 Duties of Trustee... 84
9.02 Rights of Trustee... 85
9.03 Individual Rights... 87
9.04 Disclaimer... 87
9.05 Notice of Defaults... 87
9.06 Compensation and Indemnity... 87
9.07 Replacement of Trustee... 88
9.08 Force Majeure... 89
9.09 Privacy... 89
9.10 Environmental Indemnity... 90
9.11 Notice of Violation... 91
9.12 Compliance with Laws... 92
9.13 Anti-Money Laundering... 92
9.14 Acceptance of Trust... 92

ARTICLE 10 LEGAL DEFEASANCE AND COVENANT DEFEASANCE... 92

10.01 Option to Effect Legal Defeasance or Covenant Defeasance... 92

TABLE OF CONTENTS
(continued)

10.02 Legal Defeasance and Discharge. ... 93
10.03 Covenant Defeasance. ... 94
10.04 Conditions to Legal or Covenant Defeasance. ... 94
10.05 Deposited Money and Non-Callable Government Securities to Be Held in Trust; Other Miscellaneous Provisions. ... 96
10.06 Repayment to the Issuer. ... 97
10.07 Reinstatement. ... 97

ARTICLE 11 AMENDMENT, SUPPLEMENT AND WAIVER ... 97
11.01 Without Consent of Holders. ... 97
11.02 With Consent of Holders. ... 99
11.03 Revocation and Effect of Consents. ... 101
11.04 Notation on or Exchange of Notes. ... 101
11.05 Trustee to Sign Amendments, etc. ... 101
11.06 Payment for Consent. ... 102

ARTICLE 12 COLLATERAL AND SECURITY ... 102
12.01 Security. ... 102
12.02 Further Assurances. ... 103
12.03 Release of Liens on the Collateral. ... 104
12.04 Special Release Provisions. ... 104

ARTICLE 13 SATISFACTION AND DISCHARGE ... 105
13.01 Satisfaction and Discharge. ... 105
13.02 Application of Trust Money. ... 106

ARTICLE 14 MEETINGS OF HOLDERS ... 106
14.01 Purpose, Effect and Convention of Meetings. ... 106
14.02 Notice of Meetings. ... 107
14.03 Chair. ... 107
14.04 Quorum. ... 107
14.05 Power to Adjourn. ... 108
14.06 Voting. ... 108
14.07 Poll. ... 108
14.08 Proxies. ... 108
14.09 Persons Entitled to Attend Meetings. ... 109
14.10 Powers Cumulative. ... 109
14.11 Minutes. ... 109
14.12 Instruments in Writing. ... 109
14.13 Binding Effect of Resolutions. ... 110
14.14 Evidence of Rights of Holders. ... 110

TABLE OF CONTENTS
(continued)

ARTICLE 15 MISCELLANEOUS ... 111
15.01 Applicable Legislation ... 111
15.02 Notices ... 111
15.03 Certificate and Opinion as to Conditions Precedent ... 113
15.04 Statements Required in Certificate or Opinion ... 113
15.05 No Liability ... 114
15.06 Currency ... 114
15.07 Governing Law and Related Provisions ... 115
15.08 Quebec Provision ... 115
15.09 Interpretation ... 116
15.10 Successors and Assigns ... 116
15.11 Severability ... 116
15.12 Counterparts ... 116
15.13 Interest Act and Interest Provisions ... 116
15.14 Calculations ... 117

Appendix "A" Provisions Relating to Initial Notes, Pik Notes and Additional Notes
Appendix "B" Conditions Precedent to Authentication and Delivery Of Initial Notes
Appendix "C" Guarantee and Security Documents
Appendix "D" Specified Representations
Exhibit "A" Form of Note
Exhibit "B" Form of Intercreditor Agreement
Exhibit "C" Form of Compliance Certificate
Schedule "A" Corporate Structure
Schedule "B" PPSA Acknowledgments

INDENTURE (the "Indenture"), dated as of April 8, 2020, among Neptune Acquisition Inc., a corporation incorporated under the laws of British Columbia (the "AcquisitionCo"), Computershare Trust Company of Canada, as Trustee.

WITNESSETH

WHEREAS, the Issuer (as defined below) has duly authorized the creation of and issue of $150,000,000 aggregate principal amount of 150,000,000% Second Lien PIK Toggle Notes due 2027 (the "Initial Notes");

WHEREAS, the Issuer has duly authorized the execution and delivery of this Indenture;

AND WHEREAS the foregoing recitals are made as representations and statements of fact by the Issuer and not by the Trustee;

NOW, THEREFORE, the Issuer and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes.

ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE

1.01 Definitions.

"Acquisition" means, with respect to any Person (for purposes of this definition, the "purchaser"), any direct or indirect acquisition, regardless of how accomplished or effected (including pursuant to an amalgamation, merger, arrangement, business combination or other form of corporate reorganization), of:

(a) any other Person (including any purchase or acquisition of such number of the issued and outstanding Equity Interests in such other Person such that such other Person becomes a Subsidiary of the purchaser or of any of its affiliates), or
(b) all or substantially all of the assets of any other Person.

"Additional Notes" means additional Notes (other than the Initial Notes) issued from time to time under this Indenture in accordance with Sections 2.01.

"affiliate" shall have the meaning ascribed thereto in the Canada Business Corporations Act.

"Agent" means any Registrar or Paying Agent.

"Amalco" means Neptune Operations Ltd., a corporation amalgamated under the laws of the Province of British Columbia resulting from the relevant Permitted Amalgamation.

"AML/CTF Laws" means the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and any other applicable anti-money laundering or counter-

[Interest redacted]

terrorism financing laws or regulations including without limitation, any laws or regulations imposing "know your customer" or other identification checks or procedures, that apply to a Holder, in any relevant jurisdiction in connection with the Notes Documents.

"Applicable Law" means all public laws, statutes, ordinances, decrees, judgments, codes, standards, acts, orders, by-laws, rules, regulations, Official Body Consents, permits and requirements of all Official Bodies, in each case having the force of law and which now or hereafter may be lawfully applicable to and enforceable against any Subject Entity or its property or any part thereof.

"Applicable Securities Laws" means Canadian Securities Laws and U.S. Securities Laws.

"Bankruptcy Law" means any Applicable Law relating to bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization in bankruptcy or insolvency or relief of debtors or any amendment to, succession to or change in any such law, including, without limitation, Title 11, U.S. Code, the Bankruptcy and Insolvency Act (Canada) and the Companies' Creditors Arrangement Act (Canada).

"Beneficial Owner" means any person who holds a beneficial interest in Global Notes as shown on the books of the Depository or a Participant. The terms "beneficially owns" and "beneficially owned" have a corresponding meaning.

"Beneficial Owners' Request" means an instrument signed in one or more counterparts by (a) in the case of any consent or resolution relating to matters contemplated in Section 11.02(a), one or more Beneficial Owners (whether directly or through any person having full investment and management control in respect of the Note holdings of the applicable Beneficial Owner) who own, collectively, not less than 50% of the outstanding principal amount of the Notes or (b) in the case of any consent or resolution relating to matters contemplated in Section 11.02(e), one or more Beneficial Owners (whether directly or through any person having full investment and management control in respect of the Note holdings of the applicable Beneficial Owner) who own collectively, not less than 100% of the outstanding principal amount of the affected Notes, in either case requesting the Trustee to take the action or proceeding specified therein. The Trustee shall be entitled to rely solely upon a letter from counsel to the Issuer or counsel to any Beneficial Owner (or Person having full investment and management control in respect of the Note holdings of the applicable Beneficial Owners) in determining if the thresholds set forth above has been satisfied. The Trustee shall be entitled to rely exclusively on such letter from counsel without independent verification and will be fully protected in so doing.

"Business Day" means each day that is not a Saturday, Sunday or other day on which commercial banking institutions in New York, New York or Toronto, Canada are authorized or required by law to close.

"Calculation Agent" means an experienced and recognized investment bank appointed by the Issuer who shall provide the Trustee (or, upon the request of a Beneficial Owner, such Beneficial Owner directly) with a monthly report on the fair market value of the Notes as at

the last Business Day of each month not less than the fifth Business Day of each month in respect of the fair market value as at the last Business Day of the prior month.

"Canada Bond Yield" means, on the date any redemption notice in respect of the Notes is delivered pursuant to Section 3.01 in connection with a Mandatory Redemption under Section 3.08, the bid yield to maturity on such date compounded semi-annually which a non-callable non-amortizing Government of Canada nominal bond would be expected to carry if issued, in Canadian dollars in Canada, at 100% of its principal amount on such date with a term to maturity approximately equal to the remaining term to maturity of the Notes on such date, as determined by the Issuer based on a linear interpolation of the yields represented by the arithmetic average of bids observed in the market at or about 12:00 noon (Eastern time) on the relevant date for each of the two outstanding non-callable non-amortizing Government of Canada nominal bonds which have terms to maturity which most closely span the remaining term to maturity of the Notes on such date, where such arithmetic average is based in each case on the bids quoted to an independent investment dealer (who is a member of the Investment Industry Regulatory Organization of Canada) (an "Independent Investment Dealer") acting as agent of the Issuer by two independent registered members of the Investment Industry Regulatory Organization of Canada selected by the Issuer.

"Canada Yield Price" means,

[Price redacted]

"Canadian Securities Laws" means all applicable securities legislation in Canada, including relevant rules, regulations, published instruments, notices and orders of the securities regulatory authorities in Canada.

"Capital Expenditures" means, for any particular period, the aggregate amount (expressed in Canadian dollars) of those expenditures of the Issuer which would, in accordance with generally accepted accounting principles and on a consolidated basis, be considered expenditures for capital assets of the Issuer for such period, all as determined in accordance with Section 1.03.

"Cash" means, with respect to any Person at any particular time, cash and Cash Equivalents of such Person at such time.

"Cash Balance" means, at any particular time, the aggregate amount of unencumbered (other than the Security), unrestricted and available Cash of the Full Recourse Obligors at such time up to a maximum aggregate amount of $20,000,000.

"Cash Equivalents" means, as to any Person, (i) securities issued or directly and fully guaranteed or insured by the government of the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) or by the government of Canada or any province thereof, in each case, having maturities of not more than one year from the date of acquisition, (ii) any readily-marketable direct obligations issued by any other agency of the Canadian or United States federal government, any state of the United States, any political subdivision thereof or any public instrumentality thereof, or any province or territory of Canada, any political subdivision thereof or any public instrumentality thereof, in each case having a rating of at least "A-1" from S&P or "P-1" by Moody's; (iii) any commercial paper rated at least "A-2" by S&P or "P-2" by Moody's and issued by any Person organized under the laws of any state of the United States of America or Canada (iv) time deposits, certificates of deposit, money market deposits of, and bankers' acceptances and commercial papers issued by, any commercial bank incorporated in the United States of recognized standing having capital and surplus in excess of U.S.$50,000,000 or of any Canadian chartered bank, in each case, with maturities of not more than one year from the date of acquisition by such Person and (v) investments in money market funds substantially all of whose assets are comprised of securities or instruments of the types described in clauses (i) and (ii) above.

"Cash Management Agreement" means any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, electronic funds transfer, automated clearing house, and other Cash management arrangements between any Full Recourse Obligor, on the one hand, and any provider of such services and arrangements.

"Casualty Event" means, with respect to any property of any Subject Entity, any loss or damage to, or any condemnation or other taking by a government body, of such property for which such Subject Entity receives insurance proceeds or proceeds of a condemnation award in each case in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property.

"CERCLA" means the Comprehensive Environmental Response, Compensation and Liability Act of 1980 of the United States, as amended by the Superfund Amendments and Reauthorization Act and as further amended from time to time, and any successor statute.

"CFFI Guarantee" means the guarantee dated as of December 29 2019 between CFFI Ventures Inc., Maxar Technologies Inc. and Maxar Technologies Holdings Inc.

"Change of Control" means:

(a) prior to a Qualified IPO, (A) collectively cease to: (I) Control the Sponsor or (II) beneficially own, directly or indirectly, at least 75% of the Equity Interests in the Sponsor, (B) the Sponsor ceases to have the right to appoint a majority of the directors to the board of directors of Holdco GP, (C) Holdco GP ceases to be the general partner of Holdco LP; or (D) Holdco LP ceases to own 95% of the Equity Interests of the Issuer provided any such Equity Interests of the Borrower not owned by Holdco LP are owned by Senior Management, and with respect to which Section 7.36 has been complied with; or

[Names redacted]

(b) subsequent to or in connection with a Qualified IPO, any Person (other than (i) the Sponsor; (ii) any of the Equity Investors holding at least 15% of the Equity Interests of the Issuer as at the Issue Date; or (iii) any underwriter in such Qualified IPO) acquires, directly or indirectly, in a single consummated transaction or in a related series of consummated transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership, of the Issuer's common Equity Interests representing more than the greater of (x) 35% of the total voting power of the Issuer's common Equity Interests; and (y) the percentage of the total voting power of the Issuer's common Equity Interests owned, directly or indirectly, beneficially by the Sponsor.

"Code" means the Internal Revenue Code of 1986 of the United States, as amended from time to time, and any successor statute.

"Consolidated Capitalization of the Borrower" has the meaning set forth in the First Lien Documents as of the date of this Indenture.

"Control" of a Person means possession, directly or indirectly, of the power to direct or cause the direction of management or policies of such Person (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise), provided, that any Person or group of Persons, acting in concert by nature of an agreement, arrangement, commitment or understanding which beneficially owns directly or indirectly more than 50% of the voting rights attached to all outstanding voting securities of a corporation or more than 50% of the general partner interests of a partnership or other ownership interest carrying the right to vote of any other Person will be deemed to have "Control".

"Corporate Trust Office" means the designated office of the Trustee at which the corporate trust business of the Trustee shall at any particular time be administered, which office at the date of original execution of this Indenture is located at 100 University Ave., 11th Floor, Toronto, Ontario M5J 2Y1.

"Creditors" means, collectively, the Trustee and the Holders, in each case in their capacity as creditors of one or more of the Obligors pursuant to any of the Notes Documents.

"Custodian" means the Depository, in its capacity as custodian for the Global Notes, and any successor in that capacity.

"DBRS" means DBRS Ltd. and any successor thereto.

"Default" means any event which is or which, with the passage of time, the giving of notice or both, would be an Event of Default.

"Depository" means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 as the Depository with respect to the Notes, and any and all successors thereto appointed as Depository hereunder and having become such pursuant to the applicable provision of this Indenture.

"Distribution" means (a) the declaration, payment or setting aside for payment of any dividend or other distribution on or in respect of any Equity Interest in the capital of a Full Recourse Obligor; (b) the redemption, retraction, purchase, retirement or other acquisition, in whole or in part, of any Equity Interest in the capital of a Full Recourse Obligor or any securities, instruments or contractual rights capable of being converted into, exchanged or exercised for Equity Interest in the capital of a Full Recourse Obligor, including options, warrants, conversion or exchange privileges and similar rights, or any other return of capital of a Full Recourse Obligor to its shareholders, (c) the repayment of Indebtedness of a Full Recourse Obligor to any of its shareholders or any partner thereof or to any Subsidiary, in each case, that is not a Full Recourse Obligor (excluding for this purpose any repayment of the Notes contemplated by the Notes Documents), and (d) the payment of management fees to any shareholder or any partner thereof of a Full Recourse Obligor.

"Distribution Agreement" means the distribution agreement dated April 8, 2020 between MDA Geospatial Services Inc. and DigitalGlobe, Inc.

"EBITDA" means for any particular period, Net Income for such period adjusted, without duplication, as follows:

(a) plus non-cash charges and debits reducing EBITDA and minus non-cash gains and credits increasing EBITDA;

(b) plus Interest Expenses for such period;

(d) plus consolidated depreciation and amortization expenses and other non-cash expenses of the Issuer for such period;

(e) plus losses, and minus gains, of unrealized derivative financial instrument of the Issuer for such period;

(f) plus unrealized foreign exchange losses, and minus unrealized foreign exchange gains, on non-current monetary items and forward foreign exchange contracts of the Issuer for such period;

(g) plus non-recurring transaction fees and expenses relating to the Maxar Acquisition and this agreement that are reasonably identifiable and factually supported, provided this clause (g) shall only be included in the calculation of EBITDA for the purposes of determining the Total Debt/EBITDA Ratio and First Lien Debt/EBITDA Ratio;

(h) plus reasonable non-recurring transaction fees and expenses relating to any Permitted Acquisition;

(i) plus fees, costs and expenses Incurred in connection with any amendment to any Notes Document or First Lien Document;

(j) plus pro forma adjustments, including in the amount of pro forma "run rate" cost savings, operating expense reductions and other synergies relating to (i) the Maxar Acquisition and that are (A) reasonably identifiable, factually supported, non-recurring and projected by the Issuer in good faith to result from actions that have been taken or with respect to which steps have been taken or are expected to be taken within twelve months after the Issue Date or (B) have been identified in writing to the Holders prior to the Issue Date or (ii) any other Permitted Acquisition, Permitted Investment or disposition of assets permitted hereunder, or related to any restructuring initiative, cost savings initiative or other similar initiative and/or similar specified transaction, in each case on or after the Issue Date (any such transaction or initiative a "Cost Savings Initiative") that are reasonably identifiable, factually, supported, non-recurring and projected by the Issuer in good faith to result from actions that have been taken or with respect to which steps have been taken or are expected to be taken (in the good faith determination of the Issuer) within twelve months after the date of consummation of such transaction or commencement of the Cost Savings Initiative, calculated in each of (i) and (ii) on a pro forma basis as though such expected savings had been realized on the first date of such period provided that the aggregate amount of such adjustments, pro forma or otherwise, pursuant to this clause (j) for such period shall not exceed 15% of EBITDA for such period;

(k) plus proceeds of satellite insurance received during such period (to the extent not reflected as Net Income in such period) in an amount not to exceed the lesser of (i) the amount contributed by the relevant satellite to Rolling EBITDA for such period and (ii) $25,000,000 (subject to confirmation by the Issuer that (x) such insurance proceeds, together with cash available to the Issuer at such time, are sufficient to rebuild such satellite and (y) the Issuer intends to promptly replace such satellite);

(l) plus losses from non-ordinary course sales of assets permitted hereunder and minus gains from non-ordinary course sale of assets permitted hereunder; and

(m) plus extraordinary, unusual or non-recurring losses and minus any extraordinary, unusual or non-recurring gains;

In the event the Issuer or any of the other Subject Entities has made a Permitted Acquisition or a disposition permitted pursuant to Section 7.32 during such period, the computation of EBITDA shall be made on a pro forma basis, giving effect to actual results, as if the Permitted Acquisition or disposition, as applicable, had taken place on the first day of such period. As concerns any non-wholly owned Subsidiary of the Issuer or any Investment of any Subject Entity, unless otherwise agreed by the Trustee upon direction from the Holders of not less than 51% of the aggregate principal amount of the Notes then outstanding, only an amount equal to the cash received by a Full Recourse Obligor from such non-wholly owned Subsidiary or Investment during the relevant period shall be included in the calculation of EBITDA. All references in the definition to "the Issuer" is to the Issuer on a consolidated basis.

"Enforcement Date" means the date on which the Trustee notifies the Issuer, pursuant to and as then authorized by Section 8.02 hereof, that all Indebtedness of the Issuer to the Holders hereunder has become immediately due and payable or on which such Indebtedness automatically becomes due and payable pursuant to Section 8.02, whichever occurs first.

"Environmental Laws" means all national, international, foreign, federal, state provincial or local statutes, laws, ordinances, codes, rules, regulations, guidelines, consent decrees and administrative orders applicable to any Property having the force of law and relating to: (i) the protection of the environment, or (ii) any hazardous or toxic waste, substance or material.

"Equity Interests" means Shares, partnership interests, membership interests in a limited liability company, beneficial interests in a trust, warrants, options, or any other equity interests in any Person.

"Equity Investors Agreement" means collectively:

(a) the amended and restated limited partnership agreement made April 8, 2020 between Holdco GP and the Equity Investors; and
(b) the unanimous shareholders agreement made April 8, 2020 between Holdco GP and the Sponsor.

"Equity Investors" mean the Limited Partners (as such term is defined in the amended and restated limited partnership agreement referenced in clause (i) of the definition of "Equity Investor Agreements").

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

"ERISA Affiliate" means any trade or business (whether or not incorporated) that is treated as a single employer together with the Issuer under section 414 of the Code, and the rules and regulations promulgated thereunder from time to time in effect.

"Event of Default" means any one of the events set forth in Section 8.01.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

"Excluded Property" means, collectively, (a) any leasehold interests of an Obligor in any real property, (b) any ownership interests of an Obligor in any real property that is not Material Owned Real Estate, and (c) any assets of any Non-Guaranteeing Subsidiary.

"Financial Statements" means:

(a) for any Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.14(d)(i)(B) of the Maxar Acquisition Agreement, the financial

statements of the Purchased Entities that have been so delivered pursuant to the Maxar Acquisition Agreement; and

(b) for any Fiscal Quarter completed after the last period reported on in clause (a), the annual audited consolidated financial statements of the Issuer most recently required to be delivered to the Trustee pursuant to this Indenture and the quarterly unaudited consolidated financial statements of the Issuer most recently required to be delivered to the Trustee pursuant to this Indenture.

"Financing Lease" means, subject to the last sentence of Section 1.03(b) which excludes the effect of IFRS 16, any lease of property, real or personal, the obligations of the lessee in respect of which are required in accordance with generally accepted accounting principles to be capitalized on the balance sheet of the lessee.

"First Lien Credit Agreement" means the first lien credit agreement dated the Issue Date between the Issuer, as borrower, The Bank of Nova Scotia, as administrative agent (the "First Lien Agent") and the lenders from time to time party thereto.

"First Lien Creditors" shall have the meaning set forth in the Intercreditor Agreement.

"First Lien Debt" means, at any particular time, the aggregate amount of (x) Indebtedness which would be outstanding under the credit facilities made available to the Issuer under the First Lien Credit Agreement and (y) any Permitted Indebtedness referred to in paragraph 1.01(g) of the definition thereof, in each case determined on the basis such credit facilities or other committed amounts available in respect of such Indebtedness was fully advanced to, or otherwise utilized by, the Issuer at such time.

"First Lien Debt/EBITDA Ratio" means, for a particular Fiscal Quarter, the ratio of First Lien Debt as at the last day of such Fiscal Quarter to Rolling EBITDA for such Fiscal Quarter.

"First Lien Documents" means the Credit Documents as defined in the First Lien Credit Agreement.

"First Lien Obligations" means the Secured Obligations as defined in the First Lien Credit Agreement.

"Fiscal Quarter" means any of the three-month periods ending on the last day of March, June, September and December in each year.

"Fiscal Year" means any of the twelve-month periods ending on the last day of December in each year.

"Foreign Bank Accounts" means the following bank accounts:

[Sensitive Information Redacted]

(a) the New Zealand-based account no. [redacted] of MDA Systems Ltd. with ASB Bank;

10 -

[Sensitive Information Redacted]

(b) the Australia-based account no. [redacted] of MDA Systems Ltd. with HSBC Australia;

(d) any other non-Canadian domiciled bank accounts.

"Full Recourse Obligors" mean collectively, the Issuer and the Guarantors and "Full Recourse Obligor" means any one of them.

"generally accepted accounting principles" means IFRS as adopted by the Issuer and consistently applied as of the date of determination.

"Global Note" means the certificate(s) representing the Notes issued on any date registered in the name of CDS (or any replacement depository) for purposes of being held by such depository on behalf of the Beneficial Owners of the Notes.

"Global Notes Legend" means the legend set forth under that caption in Appendix "A" hereto.

"Government Securities" means securities that are (i) direct obligations of the United States for the payment of which its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States, the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States, which, in either case under clause (i) or (ii), are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such obligation or a specific payment of interest on or principal of any such obligation held by such custodian for the account of the holder of a depository receipt; provided, that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the obligation or the specific payment of interest on or principal of the obligation evidenced by such depository receipt.

"Guarantees" means one or more guarantees which have been entered into or are to be entered into by the Guarantors in favour of the Trustee, each in form and substance satisfactory to the Trustee and its counsel, acting reasonably, and pursuant to which each Guarantor guarantees the Notes Obligations of each Obligor (other than such Guarantor) from time to time, including the guarantees described in Section 1 of Appendix "C".

"Guarantors" means the Subsidiaries of the Issuer other than the Non-Guaranteeing Subsidiaries and "Guarantor" means any of the Guarantors.

"Hazardous Materials" means any hazardous substance, other pollutant or contaminant or hazardous or toxic chemical, material or substance within the meaning of Environmental Laws applicable to any Property.

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"Hedging Obligations" of any Person means obligations of such Person under any agreement, whether or not in writing, relating to any transaction that is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap or option, note or bill option, interest rate option, forward foreign exchange transaction, cap, collar or floor transaction, currency swap, cross-currency rate swap, swaption, currency option or any other similar transaction (including any option to enter into any of the foregoing) or any combination of the foregoing, and, unless the context otherwise clearly requires, any master agreement relating to or governing any or all of the foregoing.

"Holdco GP" means Neptune Acquisition GP Inc., a corporation formed under the laws of the Province of Ontario.

"Holdco LP" means Neptune Acquisition Limited Partnership, a limited partnership formed under the laws of the Province of Manitoba.

"Holdco LP Collateral" means:

(a) all of the issued and outstanding Equity Interest of the Issuer now owned or hereafter acquired by Holdco LP; and
(b) any and all proceeds of the foregoing.

"Holdco LP Documents" means the Holdco LP Guarantee and the Holdco LP Pledge Agreement.

"Holdco LP Guarantee" means the guarantee agreement dated as of the Issue Date entered into by Holdco GP, as general partner of Holdco LP, in favour of the Trustee for the benefit of the Creditors, pursuant to which Holdco LP shall guarantee the Notes Obligations of the other Obligors on a limited recourse basis, with recourse being limited to the Holdco LP Collateral, and shall subordinate and postpone any claims it may have against any of the other applicable Obligors to the Notes Obligations of the applicable Obligors.

"Holdco LP Pledge Agreement" means the share pledge agreement dated as of the Issue Date entered into by Holdco GP, as general partner of Holdco LP, in favour of the Trustee for the benefit of the Creditors, and pursuant to which Holdco LP shall pledge to the Trustee and shall grant to the Trustee a security interest in the Holdco LP Collateral as continuing security for the Notes Obligations of Holdco LP.

"Holdco LP Security" means the security constituted by the Holdco LP Pledge Agreement.

"Holdcos" mean collectively, the Holdco LP and the Holdco GP and "Holdco" means either one of them.

"Holder" means a Person in whose name a Note is registered on the Registrar's books.

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"Holders' Request" means an instrument signed in one or more counterparts by the Holder or Holders of not less than 25% in aggregate principal amount of the outstanding Note requesting the Trustee to take an action or proceeding permitted by this Indenture.

"IFRS" means, at any given date, International Financial Reporting Standards, which include standards and interpretations adopted by the International Accounting Standards Board, applied on a consistent basis.

"Incur" means to issue, create, assume, guarantee, incur or otherwise become liable for, and the terms "Incurred" and "Incurrence" have meanings correlative to the foregoing.

"Indebtedness" of any Person means, without duplication, (i) indebtedness for borrowed money of such Person and such Person's redemption obligations in respect of mandatorily redeemable Preferred Stock that is redeemable prior to the Maturity Date, (ii) Purchase Money Obligations of such Person, (iii) other indebtedness of such Person which is evidenced by a note, bond, debenture or similar instrument, (iv) obligations of such Person under any Financing Lease, (v) all Hedging Obligations of such Person measured on a marked-to-market basis at the time of determination, (vi) every reimbursement obligation of such Person with respect to letters of credit, bankers' acceptances or similar facilities issued for the account of such Person, (vii) contingent obligations of such Person with respect to the Indebtedness of another Person (including any guarantee or indemnity of such Person in respect of Indebtedness of another Person), (viii) actual end of day indebtedness of such Person under any Cash Management Agreements, and (ix) indebtedness of such Person for the deferred purchase price of property acquired by such Person (including, without limitation, all indebtedness created or arising under any conditional sale or other title retention agreement with respect to such property). For certainty, "Indebtedness" shall not include Trade Payables and other accrued liabilities Incurred by such Person in the ordinary course of business.

"Indenture" means this indenture, as amended or supplemented from time to time.

"Initial Notes" has the meaning set forth in the recitals hereto.

"Intellectual Property" shall mean all of the Subject Entities' (a) Canadian, United States and foreign registered and unregistered trade names, trademarks, service marks, domain names and other Internet addresses or identifiers, trade dress, corporate names and similar rights thereto, including any registrations for and applications (including intent to use applications) to register any of the foregoing, all renewals thereof and all goodwill associated therewith; (b) Canadian, United States and foreign patents and patent applications, including all provisional, divisions, continuations, continuations in part and reissues; (c) Canadian, United States and foreign registered and unregistered copyrights and applications for registration, renewals and extensions in connection with any such registrations, together with all translations thereof; (d) trade secrets, know-how, inventions, invention disclosures, methods, processes, technical data, specifications, techniques, research and development information, technology, product roadmaps, drawings, designs, plans, proposals, financial, marking and business data, pricing and cost information, customer and supplier lists and any other confidential information (collectively, "Trade Secrets"); and (e) moral rights, publicity rights, database rights, mask works, utility and industrial models

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and registrations and applications for registration thereof, and any other proprietary or intellectual property rights of any kind or nature that do not comprise or are not protected by trademarks, patents, copyrights or Trade Secrets.

"Intellectual Property Agreement" means the intellectual property agreement dated April 8, 2020 between the Issuer and Maxar Technologies Inc.

"Interest Expenses" means for any particular period the amount (expressed in Canadian dollars) which would be classified on the consolidated statement of earnings of the Issuer for such period as interest expenses and interest equivalents (whether expensed or capitalized), all as determined in accordance with Section 1.04(b).

"Interest Obligation" means the obligation of the Issuer to pay interest on the Notes, as and when the same becomes due and payable in accordance with the provisions of this Indenture.

"Interest Payment Date" means April 1 and October 1 of each year to the Maturity Date. For greater certainty, references herein to "Interest Payment Date" include the Maturity Date and a Redemption Date, as the case may be.

"Investment" shall mean any advance, loan, extension of credit or capital contribution to, purchase of any Equity Interest, bonds, notes, debentures or other securities of, or any other investment made in, any Person but shall exclude any Acquisition, any acquisition of tangible personal property and any capital or exploration expenditures. The amount of any Investment shall be the original principal or capital amount thereof less all returns of principal or equity, or distributions or dividends paid, thereon and shall, if made by the transfer or exchange of property other than Cash, be deemed to have been made in an original principal or capital amount equal to the fair value of such property at the time of such Investment, as determined in good faith by the Issuer.

"Issue Date" means April 8, 2020.

"Issuer" means, prior to the relevant Permitted Amalgamation, AcquisitionCo and, thereafter, Amalco.

"Issuer Order" means an order or direction in writing signed by any one officer or director of the Issuer.

"Lien" means any mortgage, charge, hypothec, assignment, pledge, lien, vendor's privilege, supplier's right of reclamation or other security interest or encumbrance of whatever kind or nature, regardless of form and whether consensual or arising by law (statutory or otherwise), that secures the payment of any indebtedness or liability or the observance or performance of any obligation.

"Management Collateral" means:

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(1) all of the issued and outstanding Equity Interest of the Issuer now owned or hereafter acquired by Senior Management; and
(2) any and all proceeds of the foregoing.

"Management Documents" means the Management Guarantees and the Management Pledge Agreements.

"Management Guarantees" means the guarantee agreements, if any, entered into by Senior Management in favour of the Trustee for the benefit of the Creditors, pursuant to which such Senior Management shall guarantee the Secured Obligations of the Obligors on a limited recourse basis, with recourse being limited to the relevant Management Collateral, and shall subordinate and postpone any claims he or she may have against any Obligor to the Secured Obligations of the Obligors.

"Management Pledge Agreements" means the share pledge agreements, if any, entered into by Senior Management in favour of the Trustee for the benefit of the Creditors, and pursuant to which such Senior Management shall pledge to the Trustee and shall grant to the Trustee a security interest in the relevant Management Collateral as continuing security for the Secured Obligations of such Senior Management.

"Management Security" means the security constituted by the Management Pledge Agreements.

"Material Adverse Change" means any change of circumstances or any event which has had a Material Adverse Effect.

"Material Adverse Effect" means a material adverse effect (or a series of adverse effects, none of which is material in and of itself but which, cumulatively, result in a material adverse effect) on:

(a) the operations, property, assets or financial condition of the Subject Entities considered as a whole;
(b) the ability of the Obligors, taken as a whole, to perform their obligations under the Notes Documents;
(c) perfection or intended priority of the Security, the Holdco LP Security or the Management Security; or
(d) the rights and remedies of the Creditors under the Notes Documents.

"Material Owned Real Estate" means any parcel of real estate owned (not leased) by an Obligor with a fair market value in excess of $2,500,000.

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"Maxar Acquisition" means the Acquisition by AcquisitionCo of all of the issued and outstanding Equity Interest of the Maxar Entities pursuant to the Maxar Acquisition Agreement.

"Maxar Acquisition Agreement" means the stock purchase agreement dated December 29, 2019 between Maxar Technologies Inc. and Maxar Technologies Holdings Inc., as sellers, and AcquisitionCo, as purchaser.

"Maxar Acquisition Documents" means the Maxar Acquisition Agreement the Seller Disclosure Schedule, the Purchaser Disclosure Schedule, the Transition Services Agreement, the Distribution Agreement, the Intellectual Property Agreement and the CFFI Guarantee.

"Maxar Entities" mean collectively, Maxar Technologies ULC, a British Columbia unlimited liability corporation, MDA GP Holdings Ltd., a Canadian corporation and MDA Systems Inc., a Delaware corporation and "Maxar Entity" means any one of them.

"Moody's" means Moody's Investors Service, Inc. and any successor to its rating agency business.

"Multiemployer Plan" shall mean any Plan which is a "multiemployer plan" (as such term is defined in section 3(37) or section 4001(a)(3) of ERISA).

"Net Income" means, for any particular period, the amount (expressed in Canadian dollars) which would be classified on the consolidated income statement of the Issuer for such period as net income, determined in accordance with Section 1.03.

"Net Proceeds" means, with respect to any prepayment event set forth in Section 3.08(a) or 3.08(b), an amount equal to the gross cash proceeds actually received by or on behalf of a Full Recourse Obligor in respect of such prepayment event less the sum of (i)(A) all reasonable and customary fees, commissions, expenses, issuance costs, discounts and other documented costs paid or payable by or on behalf of such Full Recourse Obligor in connection with such prepayment event, (B) taxes paid or payable in connection with such prepayment event or (C) as concerns any prepayment event set forth in Section 3.08(a), amounts required to repay any Indebtedness secured by a first-ranking Lien on the asset(s) giving rise to such prepayment event (provided such Indebtedness has been repaid) and (ii) amounts required or desirable to be provided as a reserve against any liabilities under indemnification or purchase price adjustments in connection with such prepayment event (provided such reserved amounts shall be repaid in connection with such repayment event to the extent no longer required to be reserved).

"Non-Guaranteeing Subsidiaries" means:

(a) any Subsidiary of the Issuer which is not a direct or indirect wholly-owned Subsidiary of the Issuer;

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(b) any Subsidiary of the Issuer with respect to which the provision of a guarantee of the Notes Obligations of the Issuer or the granting of security to secure the Notes Obligations of such Subsidiary would be contrary to Applicable Law; and

(c) any Subsidiary of the Issuer with respect to which the Holders representing at least 51% of the principal amounts of the outstanding Notes have determined that the cost of having such Subsidiary guarantee the Notes Obligations of the Obligors and grant a security interest in the assets of such Subsidiary would be excessive in relation to the value of such guarantee and security;

(d) any other Subsidiary of the Issuer designated by the Issuer as a "Non-Guaranteeing Subsidiary".

provided at any time:

(i) the aggregate EBITDA of all Subsidiaries of the Issuer that qualify as Non-Guaranteeing Subsidiaries pursuant to those clauses (a) - (d) for the four Fiscal Quarters immediately preceding such time shall not constitute more than 5% of the consolidated EBITDA of the Issuer for such period; and

(ii) the aggregate assets of all Subsidiaries of the Issuer that qualify as Non-Guaranteeing Subsidiaries pursuant to those clauses (a) - (d) at such time shall not constitute more than 5% of the consolidated assets of the Issuer at such time.

For certainty, any Subsidiary of the Issuer which is not a direct or indirect wholly-owned Subsidiary of the Issuer and subsequently becomes a direct or indirect wholly-owned Subsidiary of the Issuer thereupon shall cease to be a Non-Guaranteeing Subsidiary, unless such Subsidiary otherwise qualifies as a Non-Guaranteeing Subsidiary pursuant to clause (b), (c) or (d) of this definition.

As of the Issue Date, the following Subsidiaries are designated by the Issuer as Non-Guaranteeing Subsidiaries: (a) MDA Insurance Services Inc. (Barbados), (b) MDA Financial Services Inc. (Barbados), (c) Maxar Technologies Holdings Inc. (Delaware), (d) MDA Systems Inc. (Delaware), (e) Dynacs Engineering Company (India) Limited, (f) Dynacs Military Defence, Inc. (Delaware), (g) Neptec USA Inc. (Delaware), (h) MDA Systems Ltda. (Brazil), (i) MacDonald, Dettwiler and Associates GmbH (Germany) and (j) Limited Liability Company MDA Information Systems (Russia).

"Non-U.S. Plan" shall mean any plan, fund or other similar program that (a) is established or maintained outside the United States of America by any of the Subject Entities primarily for the benefit of employees of such member residing outside the United States of America, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and (b) is not subject to ERISA or the Code.

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"Notes" means the Initial Notes and more particularly means any Note authenticated and delivered under this Indenture and shall include (unless otherwise specified) any Additional Notes that may be issued under a supplemental indenture and Notes to be issued or authenticated upon transfer, replacement or exchange of Notes, and includes any PIK Notes issued in accordance with Article 4.

"Notes Documents" means this agreement, the Guarantees, the Security Documents, each Postponement and Subordination Undertaking, the Perfection Certificates, the Holdco LP Documents, the Management Documents, the Intercreditor Agreement and those ancillary agreements to which the Trustee or any Holder is a party or a beneficiary.

"Notes Obligations" shall mean all indebtedness, obligations and liabilities, present or future, absolute or contingent, matured or not, at any time owing by the Obligors to the Creditors or any of them or remaining unpaid to the Creditors or any of them under or in connection with the Notes Documents and Notes Obligations of a particular Obligor shall mean all indebtedness, obligations and liabilities, present or future, absolute or contingent, matured or not, at any time owing by such Obligor to the Creditors or any of them, or remaining unpaid to the Creditors or any of them, under or in connection with the Notes Documents to which such Obligor is a party. For certainty, "Notes Obligations" shall include interest accruing subsequent to the filing of, or which would have accrued but for the filing of, a petition for bankruptcy, in accordance with and at the rate (including any rate applicable pursuant to this agreement upon the occurrence of any Default that is continuing to the extent lawful) specified herein, whether or not such interest is an allowable claim in such bankruptcy proceeding.

"Obligors" mean, collectively, the Issuer, the Guarantors, the Holdco LP and Senior Management and "Obligor" means any of the Obligors.

"Officer" means the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Issuer or, in the event that a Person is a partnership or a limited liability company that has no such officers, a Person duly authorized under Applicable Law by the general partner, managers, members or a similar body to act on behalf of such Person. Officer of any Guarantor has a correlative meaning.

"Officers' Certificate" when used with respect to the Issuer, a Guarantor or a Holdco, means a certificate signed by a senior Officer of the Issuer, a Guarantor or a Holdco, as applicable.

"Official Body" means any national government or government of any political subdivision thereof, or any parliament, legislature, council, agency, authority, board, central bank, monetary authority, commission, department or instrumentality thereof, or any court, tribunal, grand jury, mediator or arbitrator, whether foreign or domestic, in each case having jurisdiction in the relevant circumstances.

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"Official Body Consent" means any licence, right, permit, franchise, privilege, registration, direction, decree, consent, order, permission, approval or authority issued or provided by an Official Body.

"Opinion of Counsel" means a written opinion in form and substance reasonably acceptable to the Trustee from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuer or a Guarantor.

"PBGC" means Pension Benefit Guaranty Corporation or any governmental body succeeding to its functions.

"Perfection Certificate" means, in respect of each Obligor, the certificate of a senior officer of such Obligor, addressed to the Trustee, in form and substance satisfactory to the Trustee and pursuant to which certain factual matters relating to such Obligor and, to the extent applicable, the assets of such Subject Entity are certified true and correct, together with all schedules and exhibits attached thereto or referred to therein, as the same may be updated from time to time pursuant to Section 7.03(c).

"Permitted Acquisition" means (x) the Maxar Acquisition and (y) any Acquisition with respect to which:

(a) the board of directors of the entity being acquired or of the entity whose assets are being acquired, as applicable, have recommended acceptance of the Acquisition;

(b) the business of the entity being acquired is (in the case of a share Acquisition) or the assets being acquired are used in or relate to (in the case of an asset Acquisition), a business of the nature currently conducted by the Subject Entities or reasonably related or ancillary to such business;

(c) no Default or Event of Default exists at the time of such proposed Acquisition and no Default or Event of Default would exist immediately after the completion of any such Acquisition;

(d) in the case of a share purchase, contemporaneously with the completion of such acquisition (i) all Indebtedness (except Indebtedness which constitutes Permitted Indebtedness hereunder) of such Person shall be repaid and all Liens (except Liens which constitute Permitted Liens hereunder) affecting the assets of such Person shall be released and discharged; and (ii) such Person shall forthwith provide a Guarantee and all other Security required herein to be provided by a Subsidiary of the Issuer or Guarantor hereunder (unless such Person is to be amalgamated with an existing Full Recourse Obligor or wound up promptly thereafter);

(e) in the case of an asset purchase, upon the completion of such transaction (i) all Indebtedness (except Indebtedness which constitutes Permitted Indebtedness hereunder) secured by the acquired assets shall be repaid and all Liens (except Liens which constitute Permitted Liens hereunder) affecting such assets shall be released

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and discharged; and (ii) all Security required herein to be provided in respect of such assets shall be provided;

(f) the Issuer shall deliver to the Trustee a certificate of a senior officer of the Issuer certifying that the Issuer is in compliance with all of the conditions set forth in this definition with respect to such Acquisition; and

(g) the total aggregate dollar value of such Acquisition shall not exceed $25,000,000; provided that (x) the amount of any cash equity contribution received by the Issuer for the purpose of financing such Acquisition and which has been utilized for such purpose shall not count against such $25,000,000 limitation and (y) to the extent the Issuer has in excess of $10,000,000 of Cash on its consolidated balance sheet as of the Issue Date (such excess amount, the "Issue Date Equity Excess Amount") resulting from excess equity proceeds received by the Issuer prior to or substantially concurrently with the issuance of the Notes which are not required to consummate the Maxar Acquisition, such Acquisition may exceed such $25,000,000 limitation by an amount up to the Issue Date Equity Excess Amount (less any Issue Date Equity Excess Amount which the Issuer has previously utilized in respect of this subparagraph (y) for any prior Acquisition) provided the Issuer has a minimum of $10,000,000 of Cash on its consolidated balance sheet following such Acquisition.

"Permitted Amalgamation" means:

(a) the amalgamation of the AcquisitionCo and Maxar Technologies ULC to form Amalco;

(b) the amalgamation of MDA Systems Ltd. and 11963805 Canada Inc. to form MDA Systems Ltd.;

(c) the amalgamation of MacDonald, Dettwiler and Associates Corporation and 11963791 Canada Inc. to form MacDonald, Dettwiler and Associates Corporation;

(d) the amalgamation of MacDonald, Dettwiler and Associates Inc. and 2748639 Ontario Inc. to form MacDonald, Dettwiler and Associates Inc.; and

(e) the amalgamation of MDA Geospatial Services Inc. and 11963830 Canada Inc. to form MDA Geospatial Services Inc.

in each case pursuant to Section 7.18.

"Permitted Indebtedness" means (without duplication):

(a) the Notes Obligations of any Obligor;

(b) Financing Leases and Purchase Money Obligations in an aggregate amount not to exceed $10,000,000;

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(d) Indebtedness owed by a Full Recourse Obligor to another Full Recourse Obligor;

(e) unsecured Indebtedness owing by a Full Recourse Obligor to a Non-Guaranteeing Subsidiary or to Holdco LP provided that such Indebtedness is subject to a Postponement and Subordination Undertaking;

(f) First Lien Obligations under the First Lien Documents (including, for certainty, any guarantee of any Indebtedness thereunder); provided that at all times (x) the aggregate principal amount of all such Indebtedness thereunder, together with the aggregate principal amount of any Indebtedness Incurred pursuant to paragraph (g) of this definition, shall not exceed $485,000,000 plus an additional $30,000,000 in letters of credit and/or letters of guarantees less the aggregate amount of permanent repayments or prepayments of such Indebtedness, and (y) the Intercreditor Agreement remains in full force and effect;

(g) any Indebtedness Incurred to refinance Indebtedness permitted pursuant to paragraph (f) of this definition, in whole or in part, provided that (x) the maturity of such Indebtedness is no longer than the maturity of the Notes Obligations, (y) the principal amount of such Indebtedness is not greater than the outstanding principal amount of the First Lien Obligations being so refinanced at the time such Indebtedness is Incurred, and (z) an intercreditor agreement comparable to the Intercreditor Agreement is entered into with respect to such Indebtedness by the agent for the holders thereof and the Trustee on behalf of the Holders;

(h) Indebtedness assumed in connection with a Permitted Acquisition and not Incurred in contemplation thereof, so long as at the time of such Permitted Acquisition and after giving pro forma effect to the Incurrence of such Indebtedness pursuant to this clause (h), either (i) the Issuer would have been able to Incur $1.00 of additional Indebtedness pursuant to Section 7.20(a) or (ii) the Total Debt/EBITDA Ratio would be at least 0.50 to 1.0 less than such Total Debt/EBITDA Ratio immediately prior to such Permitted Acquisition; provided such Indebtedness, with respect to such Permitted Acquisition, does not exceed at any particular time $10,000,000;

(i) other Indebtedness in an aggregate amount not to exceed $10,000,000;

(j) the obligations under a performance bond number MNR217854 in a maximum amount of $748,874 dated July 8, 2015 made by MDA Geospatial Services Inc. and ACE INA Insurance; and

(k) Guarantees of any of the foregoing.

"Permitted Investments" means an Investment by a Full Recourse Obligor in any of the following:

(a) such Investment is a Secured Asset;

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(b) Investments in Cash;

(d) Investments made by any Full Recourse Obligor in another Full Recourse Obligor;

(e) Investments by a Full Recourse Obligor in Non-Guaranteeing Subsidiaries in an amount (i) not to exceed $5,000,000 annually and (ii) that would otherwise comply with the definition of "Non-Guaranteeing Subsidiary";

(f) Investments consisting of Equity Interests, securities or notes received in (i) settlement of accounts receivable Incurred in the ordinary course of business from a customer that the Issuer or any other Subject Entity has reasonably determined is unable to make Cash payments in accordance with the terms of such account receivable or (ii) in compromise of accounts receivable pursuant to a duly approved plan of reorganization or arrangement in insolvency proceedings of a customer;

(g) accounts receivable created or acquired, and deposits, prepayments and other credits to suppliers made, in the ordinary course of business;

(h) prepaid expenses and lease, utility, workers' compensation, performance and other similar deposits made in the ordinary course of business; and

(i) Investments by the Subject Entities made after the date hereof not otherwise referenced in this definition in the maximum consolidated and aggregated amount of $5,000,000.

"Permitted Liens" means any one or more of the following with respect to the property and assets of a Full Recourse Obligor:

(a) inchoate or statutory Liens for taxes, assessments and other governmental charges or levies which are not delinquent (taking into account any relevant grace periods) or the validity of which are currently being contested in good faith by appropriate proceedings and in respect of which there shall have been set aside a reserve (segregated to the extent required by generally accepted accounting principles) in an amount which is adequate therefor;

(b) inchoate or statutory Liens of contractors, subcontractors, mechanics, workers, suppliers, materialmen, carriers and others in respect of construction, maintenance, repair or operation of Secured Assets, provided that such Liens are related to obligations not due or delinquent (taking into account any applicable grace or cure periods), are not registered as encumbrances against title to any of the property and assets of such Obligor and adequate holdbacks are being maintained as required by applicable legislation or such Liens are being contested in good faith by appropriate proceedings and in respect of which there shall have been set aside a reserve (segregated to the extent required by generally accepted accounting principles) in an amount which is adequate with respect thereto and provided further that such

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Liens do not in the aggregate materially detract from the value of the property and assets of such Obligor encumbered thereby or materially interfere with the use thereof in the operation of the business of such Obligor;

(c) easements, rights-of-way, servitudes, restrictions and similar rights in real property comprised in the property and assets of such Obligor or interests therein granted or reserved to other Persons, provided that such rights do not in the aggregate materially detract from the value of the property and assets of such Obligor subject thereto or materially interfere with the use thereof in the operation of the business of such Obligor;

(d) Liens constituted by rights of distress or similar rights reserved in or exercisable under any lease or easement for rent or other payment and for compliance with the terms of such lease or easement;

(e) title defects or irregularities which are of a minor nature and which do not in the aggregate materially detract from the value of the property and assets of such Obligor encumbered thereby or materially interfere with the use thereof in the operation of the business of such Obligor;

(f) Liens securing appeal bonds and other similar Liens arising in connection with court proceedings (including, without limitation, surety bonds, security for costs of litigation where required by law and letters of credit) or any other instruments serving a similar purpose;

(g) attachments, judgments and other similar Liens arising in connection with court proceedings; provided, however, that the same would not constitute an Event of Default;

(h) the reservations, limitations, provisos and conditions, if any, expressed in any original grant from the Crown or other Official Body of any real property or any interest therein;

(i) Liens, charges or other security interests given to a public utility or any municipality or governmental or other public authority when required by such utility or other authority in connection with the operation of the business of such Obligor or the ownership of the property and assets of such Obligor, provided that such Liens do not in the aggregate reduce the fair market value of the property and assets of such Obligor or materially interfere with the use thereof in the operation of the business of such Obligor;

(j) servicing agreements, development agreements, site plan agreements, and other agreements with governmental or public authorities pertaining to the use or development of any of the property and assets of such Obligor, provided same are complied with including, without limitation, any obligations to deliver letters of credit and other security as required;

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(k) applicable municipal and other governmental restrictions, including municipal bylaws and regulations, affecting the use of land or the nature of any structures which may be erected thereon, provided such restrictions have been complied with;

(l) Liens granted pursuant to the Security Documents, the Holdco LP Pledge Agreement and the Management Pledge Agreements;

(m) Liens securing Permitted Indebtedness referred to in paragraph (b) and (g) of the definition thereof (but subject in the case of paragraph (g) to the terms set forth therein);

(n) Liens securing Permitted Indebtedness referred to in paragraph (h) of the definition thereof, provided that such Liens do not extend to any assets other than the assets charged prior to, and not in contemplation of, the relevant Permitted Acquisition;

(o) Liens securing Permitted Indebtedness referred to in paragraph (f) of the definition thereof, provided that the Intercreditor Agreement remains in full force and effect and such Liens are permitted thereunder;

(p) Liens granted pursuant to the general security agreement made as of December 14, 2007 between MacDonald, Dettwiler and Associates Ltd. and Canadian Space Agency;

(q) other Liens securing Indebtedness in an amount not to exceed $10,000,000; and

(r) the extension, renewal or refinancing of any Permitted Lien, provided that such Liens do not extend to any additional assets, property or undertaking of such Obligor.

"Person" means any natural person, corporation, firm, partnership, joint venture, joint stock company, incorporated or unincorporated association, government, governmental agency or any other entity, whether acting in an individual, fiduciary or other capacity.

"PIK Election" means an election by the Issuer to satisfy an Interest Obligation on the applicable Interest Payment Date by, in part, issuing PIK Notes in accordance with Article 4.

"PIK Election Notice" means a written notice made by the Issuer to the Trustee specifying (i) the Interest Obligation and Interest Payment Date to which the PIK Election relates, and (ii) the amount of the Interest Obligation subject to the PIK Election.

"PIK Interest Amount" means that portion of any Interest Obligation to be satisfied by the issuance of PIK Notes by the Issuer in accordance with a PIK Election made, or deemed made, by the Issuer pursuant to Article 4.

"PIK Notes" means, as applicable, (x) Additional Notes issued from time to time by the Issuer in accordance with Article 4 or (y) any increase made to the principal amount of the

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outstanding Global Note in accordance with Article 4, in either case to satisfy any Interest Obligation.

"Plan" an "employee benefit plan" (as defined in section 3(3) of ERISA) subject to Title IV of ERISA, or Section 412 of the Code that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be made, by the Issuer or any ERISA Affiliate or with respect to which the Issuer or any ERISA Affiliate may have any liability; provided that a Plan shall not include a Non-U.S. Plan.

"Postponement and Subordination Undertaking" means a postponement and subordination undertaking to be entered into by any Non-Guaranteeing Subsidiary to which a Full Recourse Obligor is indebted in the form required by the First Lien Creditors, if any.

"PPSA" means the Personal Property Security Act (Ontario).

"Preferred Stock" shall mean any class of Shares of a corporation that is preferred over any other class of Shares of such corporation as to the payment of dividends or the payment of any amount upon liquidation or dissolution of such corporation.

"Property" means all present or future real property which is owned, leased, operated, occupied, controlled or used by the Subject Entities.

"Purchase Money Obligations" means Indebtedness arising in the ordinary course of business which is assumed as part of, or issued or Incurred to pay or provide funds to pay, all or a part of the purchase price of any personal or moveable property but specifically excluding Indebtedness under Financing Leases.

"Purchased Entities" means Maxar Technologies ULC, MDA GP Holdings Ltd. and MDA Systems Inc.

"Purchaser Disclosure Letter" means the purchaser disclosure schedule dated as of December 29, 2019 between Maxar Technologies Inc., Maxar Technologies Holdings Inc. and the Issuer.

"Qualified IPO" means the issuance and sale by the Issuer of its common Equity Interests in an initial public offering pursuant to an effective registration statement or prospectus filed with an applicable securities regulatory authority.

"Record Date" for any payment (including without limitation any redemption payment made in accordance with Article 3), means the date that is 15 days prior to the date set for such payment (whether or not a Business Day), and for clarity in the case of any Interest Payment Date, March 15 and September 15 (whether or not a Business Day) immediately preceding such Interest Payment Date.

"Release" means a "release", as such term is defined in CERCLA.

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"Rolling EBITDA" means, for any Fiscal Quarter, the sum of EBITDA for such Fiscal Quarter and for the three immediately preceding Fiscal Quarters. For the purposes of determining Rolling EBITDA for the first three Fiscal Quarters following the Issue Date, EBITDA for the Fiscal Quarter ending June 30, 2019 shall be $30,970,000, EBITDA for the Fiscal Quarter ending September 30, 2019 shall be $31,680,000, EBITDA for the Fiscal Quarter ending December 31, 2019 shall be $26,818,000 and EBITDA for the Fiscal Quarter ending March 31, 2020 shall be the amount to be provided by the Issuer to the Trustee based on the Financial Statements.

"S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. and any successor to its rating agency business.

"Sanctioned Country" means any country or territory, to the extent that such country or territory itself is subject (or becomes the subject) of Sanctions.

"Sanctioned Person" means any Person who is a designated target of Sanctions or is otherwise a subject of Sanctions, including as a result of being:

(a) owned or controlled directly or indirectly by any Person which is a designated target of Sanctions; or
(b) organized under the laws of any country that is subject to general or country-wide Sanctions; or

any Person that is a "designated person", "politically exposed foreign person" or "terrorist group" as described in any Canadian, U.S., United Kingdom or other applicable Sanctions law.

"Sanctions" means any economic or trade sanctions or similar restrictive measures enacted, administered, imposed or enforced by the US Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the US Department of State, the United Nations Security Council, the Government of Canada and/or the United Kingdom's Her Majesty's Treasury or other sanctions authority that has jurisdiction over a Subject Entity.

"SEC" means the United States Securities and Exchange Commission.

"Secured Assets" means all of the present and future assets, property and undertaking (other than Excluded Property) of each Full Recourse Obligor and any and all proceeds of any of the foregoing, subject to any exclusions contemplated by Section 12.01(a) or customary exclusions set forth in the Security Documents.

"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

"Security" means the Liens created by the Security Documents.

"Security Documents" means the security documents which, in the reasonable opinion of the Trustee, are required to be entered into from time to time by the Full Recourse Obligors in favour of the Trustee in order to grant to the Trustee a Lien on the Secured Assets as

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continuing collateral security for the payment and performance of the Notes Obligations of the Obligors, such security documents to be in form and substance satisfactory to the Trustee and its counsel, acting reasonably, and to include the security documents described in Section 2 of Appendix "C" hereto.

"Seller Disclosure Schedule" means the seller disclosure schedule dated as of December 29, 2019 between Maxar Technologies Inc., Maxar Technologies Holdings Inc. and the Issuer.

"Senior Management" means members of management and other senior employees of the Issuer who have entered into Management Documents provided, that unless and until any Senior Management acquire equity interests in the Borrower and enter into Management Documents in accordance with the terms thereof, the term "Senior Management" shall have no application hereunder.

"Shares", as applied to the shares of any corporation or other entity, means the shares or other ownership interests of every class whether now or hereafter authorized, regardless of whether such shares or other ownership interests shall be limited to a fixed sum or percentage with respect to the rights of the holders thereof to participate in Distributions and in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding-up of such corporation or other entity.

"Solvent" means when used with respect to any Person, that: (a) the aggregate of such Person's property and assets is, at a fair valuation, sufficient, or, if disposed of at a fairly conducted sale under legal process, would be sufficient, to enable payment of all such Person's obligations and liabilities, due and accruing due, (b) such Person is able to meet its obligations generally as they become due and (c) such Person has not ceased paying its current obligations in the ordinary course of business generally as they become due.

"Specified Maxar Acquisition Agreement Representations" means the representations and warranties made by the Sellers (as such term is defined therein) in the Maxar Acquisition Agreement as are material to the interests of the Holders (in their capacities as such), but only to the extent any breach of such representation or warranty gives the Issuer the right (taking into account any applicable cure provisions) to terminate its obligations under the Maxar Acquisition Agreement.

"Specified Representations" means the representations and warranties set forth in Sections 6.01(b), 6.01(s) and 6.01(y), together with the representations and warranties set forth on Appendix "D" hereto.

"Sponsor" means Northern Private Capital Ltd.

"Subject Entities" means, collectively, the Issuer and its Subsidiaries and "Subject Entity" means any of the Subject Entities.

"Subsidiary" means, at any time, as to any Person, any other Person, if at such time the first mentioned Person owns, directly or indirectly, securities or other ownership interests in

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such other Person, having ordinary voting power to elect a majority of the board of directors or persons performing similar functions for such other Person. For greater certainty, "Subsidiary" shall include, at any time, as to any Person, any general partnership in which such first mentioned Person owns, directly or indirectly, a majority of the partnership interests therein.

"Total Debt" means, at any particular time, the aggregate of the following amounts determined for the Issuer on a consolidated basis and without duplication (in each case expressed in Canadian dollars):

(a) the aggregate principal amount of the Notes at such time;
(b) the principal amount of other Indebtedness for borrowed money or for the deferred purchase price of property or services (other than Trade Payables, accrued current liabilities and obligations under operating leases Incurred in the ordinary course of business);
(c) the aggregate amount capitalized on the balance sheet of the applicable lessee under all Financing Leases;
(d) the principal amount of Indebtedness which is evidenced by a note, bond, debenture or similar instrument (other than Indebtedness between Full Recourse Obligors);
(e) the face amount of all obligations in respect of bankers' acceptances issued or created for the account of the Issuer;
(f) with respect to letters of credit and letters of guarantee issued on behalf of the Issuer, the contingent liability of the issuing bank thereunder (unless cash collateralized to the extent of the full amount of such liability);
(g) the aggregate principal amount of First Lien Obligations; and
(h) all guarantees in respect of the Indebtedness, liabilities and obligations of another Person of the kind referred to in clauses (a) to (g) of this definition;

provided that: (i) the following shall be excluded from the calculation of "Total Debt" at such time: (A) Hedging Obligations; and (B) deeply subordinated Indebtedness to non-Obligors and shareholders with no Cash payments during the term of the Notes with the terms of such deeply subordinated Indebtedness otherwise on terms and conditions otherwise acceptable to Trustee; and (ii) the Cash Balance shall be subtracted from Total Debt after calculation of same.

"Total Debt/EBITDA Ratio" means, for a particular Fiscal Quarter, the ratio of Total Debt as at the last day of such Fiscal Quarter to Rolling EBITDA for such Fiscal Quarter.

"Trade Payables" means, with respect to any Person, any accounts payable to trade creditors created, assumed or guaranteed by such Person arising in the ordinary course of business in connection with the acquisition of goods or services.

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"Trade Secrets" shall have the meaning specified in the definition of Intellectual Property.

"Transaction Documents" means the Maxar Acquisition Documents and the Equity Investors Agreement.

"Transition Services Agreement" means the transition services agreement dated April 8, 2020 between Maxar Technologies Inc. and the Issuer.

"Trust Indenture Act" means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-777bbb).

"Trustee" means Computershare Trust Company of Canada, in its capacity as Trustee under this Indenture unless and until a successor replaces it and, thereafter, means such successor.

"U.S. Securities Laws" means all applicable securities legislation in the United States, including without limitation, the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder, and any applicable state securities laws.

1.02 Other Definitions.

Term	Defined in Section
"AcquisitionCo"	Recitals to Indenture
"Additional Amounts"	Section 7.38(b)
"Agent Members"	Appendix "A", Section 2(c)
"Applicable Procedures"	Appendix "A", Section 1(a)
"Authentication Order"	Section 2.02(c)
"Canadian Global Note"	Appendix "A", Section 2(b)
"Canadian Legend"	Appendix "A", Section 4(e)
"Canadian Notes"	Appendix "A", Section 2(a)
"CDS"	Section 2.03(b)
"Change of Control Offer"	Section 7.37(a)
"Change of Control Payment"	Section 7.37(a)
"Change of Control Payment Date"	Section 7.37(a)(2)
"Covenant Defeasance"	Section 10.03
"Definitive Notes"	Appendix "A", Section 2(d)

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Term	Defined in Section
"Definitive Notes Legend"	Appendix "A", Section 4(e)
"Expiration Date"	Section 1.04(j)
"Global Note"	Appendix "A", Section 2(b)
"Global Notes Legend"	Section 1.01
"Independent Investment Dealer"	Definition of "Canada Bond Yield"
"Intercreditor Agreement"	Section 5.01(b)
"Legal Defeasance"	Section 10.02(a)
"Mandatory Redemption"	Section 3.08(c)
"Maturity Date"	Section 7.01(b)(iii)
"Note Register"	Section 2.03(a)
"Participants"	Section 2.09(d)
"Paying Agent"	Section 2.03(a)
"Permitted Distributions"	Section 7.31
"QIB"	Appendix "A"
"Redemption Date"	Section 3.01
"Registrar"	Section 2.03(a)
"Regulation S"	Appendix "A"
"Regulation S Global Note"	Appendix "A", Section 2(b)
"Regulation S Legend"	Appendix "A", Section 4(e)
"Regulation S Notes"	Appendix "A", Section 2(a)
"Relevant Taxing Jurisdiction"	Section 7.38(a)
"Resale Restriction Termination Date"	Appendix "A", Section 1(a)
"Restricted Notes Legend"	Appendix "A", Section 2(b)
"Rule 144"	Appendix "A", Section 1(a)
"Rule 144A"	Appendix "A", Section 1(a)
"Rule 144A Global Note"	Appendix "A", Section 2(b)
"Rule 144A Legend"	Appendix "A", Section 4(e)
"Rule 144A Notes"	Appendix "A", Section 2(a)
"Rule 904"	Appendix "A", Section 1(a)
"Successor Person"	Section 7.21

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Term	Defined in Section
"Taxes"	Section 7.38(a)
"Transfer Restricted Notes"	Appendix "A"
"Unrestricted Global Note"	Appendix "A", Section 1(a)

1.03 Rules of Construction.

Unless the context otherwise requires:

(a) a term defined in Section 1.01 or 1.02 has the meaning assigned to it therein;

(b) all computations and calculations determining compliance with financial ratios or the calculation or computation of other financial information for the purposes of this Indenture shall be made and prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved on the basis of the Issuer on a consolidated basis. All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles in conformity with those used in the preparation of the Financial Statements. Subject to clause (c) of this Section 1.03, any change in the Issuer's accounting treatment for the purposes of Section 7.20 shall only be done in accordance with generally accepted accounting principles and, in such event, the Trustee shall have the right (if such change results in a material change to the ratios calculated under Section 7.20), upon receipt of a direction from the Holders of not less than 51% of the aggregate principal amount of the Notes then outstanding, to restructure Section 7.20 pursuant to clause (c) of this Section 1.03 in a manner which eliminates the effect of any such change; provided that any such restructuring shall afford the Issuer the same degree of operational flexibility as does the current Section and shall be subject to the consent of the Issuer in accordance with clause (c) of this Section 1.03. Notwithstanding the foregoing, for the purpose of such calculations, operating leases and capital leases shall be treated on a basis consistent with generally accepted accounting principles in effect on December 31, 2018 notwithstanding any provision of or change to generally accepted accounting principles treatment of such leases which may be implemented after December 31, 2018 (including as a result of implementation of IFRS 16);

(c) for the purposes of calculating the financial ratio set forth in Section 7.20 for the first three Fiscal Quarters following the Issue Date, the historical performance of the Purchased Entities shall be used to the extent required other than in the calculation of Rolling EBITDA. For certainty, (i) any calculation of Interest Expenses for the first three Fiscal Quarters following the Issue Date shall be calculated using Interest Expenses subsequent to the Issue Date annualized to the extent required and (ii) the calculation of First Lien Debt and Total Debt shall be calculated as at the relevant date;

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(d) "or" is not exclusive;

(e) words in the singular include the plural, and words in the plural include the singular;

(f) provisions apply to successive events and transactions;

(g) unless the context otherwise requires, any reference to an "Appendix", "Article", "Section", "clause", "Schedule" or "Exhibit" refers to an Appendix, Article, Section, clause, Schedule or Exhibit, as the case may be, of this Indenture;

(h) the words "herein", "hereof" and other words of similar import refer to this Indenture as a whole and not any particular Article, Section, clause or other subdivision;

(i) "including" means including without limitation;

(j) references to sections of, or rules under, the Securities Act, the Exchange Act or the Trust Indenture Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time;

(k) unless otherwise provided, references to agreements and other instruments shall be deemed to include all amendments, waivers, restatements and other modifications to such agreements or instruments, but only to the extent such amendments, waivers, restatements and other modifications are not prohibited by the terms of this Indenture;

(l) in the event that a transaction meets the criteria of more than one category of permitted transactions or listed exceptions, the Issuer may classify such transaction as it, in its sole discretion, determines;

(m) "$" or "dollars" means Canadian dollars; and

(n) "US$" means U.S. dollars.

(o) For the avoidance of doubt, any reference to a Permitted Lien shall not serve to subordinate or postpone any Lien created by any Security Document, the Holdco LP Pledge Agreement or the Management Pledge Agreements to such Permitted Lien.

1.04 Acts of Holders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing and in accordance with Section 14.12, including by way of Beneficial Owners' Request. Except as herein otherwise expressly provided, such action shall become effective

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when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Issuer. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 9.01) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Section 1.04.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved (1) by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof or (2) in any other manner deemed reasonably sufficient by the Trustee. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute proof of the authority of the Person executing the same. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient.

(d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of any action taken, suffered or omitted by the Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

(e) The Issuer may set a record date for purposes of determining the identity of Holders entitled to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, or to vote on any action authorized or permitted to be taken by Holders; provided that the Issuer may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred to in clause (f) below. Unless otherwise specified, if not set by the Issuer prior to the first solicitation of a Holder made by any Person in respect of any such action, or in the case of any such vote, prior to such vote, any such record date shall be the later of 30 days prior to the first solicitation of such consent or vote or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation or vote. If any record date is set pursuant to this clause (e), the Holders on such record date, and only such Holders, shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action (including revocation of any action), whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless made, given or taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Notes, or each affected Holder, as

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applicable, on such record date. Promptly after any record date is set pursuant to this paragraph, the Issuer, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder in the manner set forth in Section 15.02.

(f) The Trustee may set any day as a record date for the purpose of determining the Holders entitled to join in the giving or making of (1) any notice of default under Section 8.01(a), (2) any declaration of acceleration referred to in Section 8.02, (3) any direction referred to in Section 8.05, (4) any request to institute proceedings referred to in Section 8.06(2) or (5) any other purpose hereunder or under the other Notes Documents where action by Holders may be required. If any record date is set pursuant to this paragraph, the Holders on such record date, and only such Holders, shall be entitled to join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless made, given or taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Notes or each affected Holder, as applicable, on such record date. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Issuer's expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Issuer in writing and to each Holder in the manner set forth in Section 15.02.

(g) Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.

(h) Without limiting the generality of the foregoing, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note, may provide its proxy or proxies to the Beneficial Owners of interests in any such Global Note through such Depository's standing instructions and customary practices.

(i) The Issuer may fix a record date for the purpose of determining the Persons who are Beneficial Owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository, if any, to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders; provided that if such a record date is fixed, only the Holders on such record date or their duly appointed proxy or proxies shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent,

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waiver or other action, whether or not such Holders remain Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other action shall be effective hereunder unless made, given or taken on or prior to the applicable Expiration Date.

(j) With respect to any record date set pursuant to this Section 1.04, the party hereto that sets such record date may designate any day as the "Expiration Date" and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Notes in the manner set forth in Section 15.02, on or prior to the existing Expiration Date. If an Expiration Date is not designated with respect to any record date set pursuant to this Section 1.04, the party hereto which set such record date shall be deemed to have initially designated the 120th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in this clause (j).

ARTICLE 2

THE NOTES

2.01 Form and Dating; Terms.

(a) Provisions relating to the Initial Notes, PIK Notes (if any), Additional Notes and any other Notes issued are set forth in Appendix "A" hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Notes and the Trustee's certificate of authentication shall each be substantially in the form of Exhibit "A" hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules or agreements with securities commissions or exchanges to which the Issuer or any Guarantor is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Issuer). Each Note (other than the PIK Notes) shall be dated the date of its authentication. The Notes shall be in denominations of $1,000 and integral multiples of $1,000 in excess thereof except that any PIK Notes issued pursuant to Article 4 will be issuable in denominations of $1.00 and integral multiples thereof.

(b) Subject to the terms and conditions of this Indenture, the aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. As of the date of this Indenture, $150,000,000 in aggregate principal amount of Notes under this Indenture were issued and are outstanding.

The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

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The Notes shall be subject to repurchase by the Issuer pursuant to a Change of Control Offer as provided in Section 7.37, and certain Mandatory Redemption requirements as set out in Section 3.08. The Notes shall not be redeemable, other than as provided in Article 3.

In addition, the Issuer may issue, from time to time in accordance with the provisions of this Indenture, Additional Notes and PIK Notes (in each case, as provided herein). Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Issuer without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and PIK Notes and shall have the same terms as to status, redemption or otherwise (other than issue date, issue price and, if applicable, the first Interest Payment Date and the initial interest accrual date) as the Initial Notes and PIK Notes; provided that the Issuer's ability to issue Additional Notes shall be subject to the Issuer's compliance with Sections 7.19 and 7.20. Any Additional Notes shall be issued with the benefit of an indenture supplemental to this Indenture.

2.02 Execution and Authentication.

(a) At least one Officer shall execute the Notes on behalf of the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.

(b) A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit "A" attached hereto by the manual signature of an authorized signatory of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture.

(c) On the Issue Date, the Trustee shall, (i) upon receipt of a written order and delivery instruction of the Issuer signed by an Officer (an "Authentication Order"), and (ii) upon fulfilment of the conditions set forth on Appendix "B" hereto, which is hereby incorporated in and expressly made part of this Indenture, authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder.

(d) The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as a Paying Agent to deal with Holders or an Affiliate of the Issuer.

2.03 Registrar and Paying Agent.

(a) The Issuer initially appoints the Trustee as paying agent ("Paying Agent") and registrar ("Registrar"). The Registrar shall keep a register of the Notes ("Note

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Register") and of their transfer and exchange. The Issuer may appoint one or more co-registrars and one or more additional paying agents. The term "Registrar" includes any co-registrar, and the term "Paying Agent" includes any additional paying agent. The Issuer may change any Paying Agent or Registrar without prior notice to any Holder. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuer or any Guarantor may act as Paying Agent or Registrar. The Trustee shall not be responsible for any errors with the Note Register where the Issuer has appointed co-registrars not affiliated with the Trustee.

(b) The Issuer initially appoints CDS Clearing and Depository Services Inc. ("CDS") to act as Depository and Custodian with respect to the Global Notes. The Issuer initially appoints the Trustee to act as Paying Agent and Registrar for the Notes.

2.04 Paying Agent to Hold Money in Trust.

The Issuer shall, no later than 11:00 a.m. (Eastern time) on the Business Day prior to each due date for the payment of principal of, premium, if any, and interest on any of the Notes, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held in trust for the Holders entitled to the same, and (unless such Paying Agent is the Trustee) the Issuer shall promptly notify the Trustee of its action or failure so to act. The Issuer shall require each Paying Agent other than the Trustee to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by such Paying Agent for the payment of principal of, premium, if any, and interest on the Notes, and shall notify the Trustee of any default by the Issuer in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, a Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a Guarantor acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. In addition to the appointment in Section 2.03, upon, any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee shall serve as Paying Agent for the Notes.

2.05 Holder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders. If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee at least two Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a certified list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders. The Trustee shall not be responsible for any errors or omissions with the register or payments made while it is not the Registrar.

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2.06 Book Entry Only Notes.

(a) Subject to Section 2.09(b) and the provisions of the Notes, registration of beneficial ownership shall be made only through the book-entry registration system of the Depository and the Notes shall be represented by a Global Note. Each Global Note authenticated in accordance with this Indenture shall be registered in the name of the Depository designated for such Global Note or a nominee thereof and delivered to such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture. Beneficial interests in a Global Note will not be shown on the register or the records maintained by the Depository but will be represented through book-entry accounts of Participants on behalf of the Beneficial Owners of such Note in accordance with the rules and procedures of the Depository. None of the Issuer, the Trustee or any of their respective agents shall have any responsibility or liability for (i) for any aspects of the records relating to or payments made by any Depository on account of the beneficial interest in any Global Notes, (ii) for maintaining, reviewing or supervising any records relating to such beneficial interests therein or (iii) any advice or representation made by or with respect to the Depository and contained herein or in the Indenture governing the Notes with respect to the rules and regulations of the Depository or at the direction of the Participants. Except as otherwise provided in this Indenture, Beneficial Owners shall not be entitled to have Notes registered in their names, shall not receive or be entitled to receive Definitive Notes and shall not be considered owners or Holders thereof under this Indenture. Nothing herein shall prevent Beneficial Owners from voting such Notes using duly executed proxies.

(b) Every Note authenticated and delivered upon registration of transfer of a Global Note, or in exchange for or in lieu of a Global Note or any portion thereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depository for such Global Notes or a nominee thereof.

2.07 Global Notes.

Notes issued to a Depository in the form of Global Notes shall be subject to the following in addition to the provisions of Section 2.09(b), unless and until Definitive Notes have been issued to Beneficial Owners pursuant to Section 2.09(b):

(a) the Trustee may deal with such Depository for all purposes as the sole Holder of the Notes and the authorized representative of the Beneficial Owners of such Notes;

(b) except the respect to a Beneficial Owners' Request, the rights of the Beneficial Owners of such Notes shall be exercised only through such Depository and the rights of Beneficial Owners shall be limited to those established by Applicable Law and agreements between the Depository and the Participants and between such

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Participants and Beneficial Owners, and must be exercised through a Participant in accordance with the rules and procedures of the Depository;

(c) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders evidencing a specified percentage of the outstanding Notes, the Depository shall be deemed to be counted in that percentage to the extent that it has received instructions to such effect from Beneficial Owners or Participants;

(d) such Depository will make book-entry transfers among the direct Participants of such Depository and will receive and transmit distributions of principal, premium and interest on the Notes to such direct Participants;

(e) the direct Participants of such Depository shall have no rights under this Indenture or under or with respect to any of the Notes held on their behalf by such Depository, and such Depository may be treated by the Trustee and its agents, employees, officers and directors as the absolute owner of the Notes represented by such Global Notes for all purposes whatsoever;

(f) whenever a notice or other communication is required to be provided to Holders, the Trustee shall provide all such notices and communications to the Depository for delivery of such notices and communications to the Beneficial Owners in accordance with Applicable Securities Laws; and

(g) notwithstanding any other provision of this Indenture, all payments in respect of Notes issuable in the form of or represented by a Global Note shall be made through the Paying Agent to the Depository or its nominee for subsequent payment by the Depository or its nominee to the Beneficial Owners thereof.

2.08 Interim Notes.

Pending the delivery of Definitive Notes to the Trustee, the Issuer may issue and the Trustee authenticate in lieu thereof (but subject to the same provisions, conditions and limitations as set forth in this Indenture) interim printed, mimeographed or typewriter Notes in such forms and in such denominations and signed in such manner as provided herein, entitling the holders thereof to Definitive Notes when the same are ready for delivery; or the Issuer may execute and deliver to the Trustee and the Trustee authenticate a temporary Note for the whole principal amount of Notes then authorized to be issued hereunder and thereupon the Trustee may issue its own interim certificates in such form and in such amounts, not exceeding in the aggregate the principal amount of the temporary Note so delivered to it, as the Issuer and the Trustee may approve entitling the holders thereof to Definitive Notes when the same are ready for delivery; and, when so issued and certified, such interim or temporary Notes or interim certificates shall, for all purposes but without duplication, rank in respect of this Indenture equally with Notes duly issued hereunder and, pending the exchange thereof for Definitive Notes, the holders of the interim or temporary Notes or interim certificates shall be deemed without duplication to be Holders and entitled to the benefit of this Indenture to the same extent and in the same manner as though the said exchange

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had actually been made. Forthwith after the Issuer shall have delivered the Definitive Notes to the Trustee, the Trustee shall call in for exchange all temporary or interim Notes or certificates that shall have been issued and forthwith after such exchange shall cancel the same. No charge shall be made by the Issuer or the Trustee to the holders of such interim or temporary Notes or interim certificates for the exchange thereof.

2.09 Registration and Transfer of Global Notes.

(a) With respect to Notes issuable as or represented by, in whole or in part, one or more Global Notes, the Issuer shall cause to be kept by and at the principal office of the Trustee in Toronto, Ontario or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer may designate with the approval of the Trustee, a register in which shall be entered the name and address of the Holder of each such Global Note (being the Depository, or its nominee, for such Global Note) and particulars of the Global Note held by it, and of all transfers thereof. If any Notes are at any time not Global Notes, the provisions of Section 2.06 shall govern with respect to registrations and transfers of such Notes.

(b) Notwithstanding any other provision of this Indenture, a Global Note may not be transferred by the Holder thereof and, accordingly, subject to the provisions below, no Definitive Notes shall be issued to Beneficial Owners except in the following circumstances or as otherwise specified in a resolution of the Trustee, a Board Resolution or an Officers' Certificate:

(i) Definitive Notes may be issued to Beneficial Owners at any time after:

(A) the Issuer has determined that CDS (i) is unwilling or unable to continue as Depository for Global Notes, or (ii) ceases to be eligible to be a Depository, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction;

(B) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or

(C) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Owners representing, in the aggregate, not less than 50% of the aggregate outstanding principal amount of the Notes advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes is no longer in their best interests; and

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(ii) Global Notes may be transferred (A) if such transfer is required by Applicable Law, as determined by the Issuer and counsel, or (B) by a Depository to a nominee of such Depository, or by a nominee of a Depository to such Depository, or to another nominee of such Depository, or by a Depository or its nominee to a successor Depository or its nominee.

(c) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 2.09(b)(i) above or upon the transfer of a Global Note to a Person other than a Depository or a nominee thereof in accordance with Section 2.09(b)(i)(A) above, the Trustee shall notify all Beneficial Owners, through the Depository, of the availability of Definitive Notes. Upon surrender by the Depository of the Global Notes and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes to the Beneficial Owners thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by the remaining provisions of this Article 2.

(d) It is expressly acknowledged that transfer of beneficial ownership in any Note issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository ("Participants"), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Owners who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participant.

2.10 Charges for Registration, Transfer and Exchange.

For each Note exchanged, registered, transferred or discharged from registration, the Trustee or other Registrar may make a reasonable charge for its services and in addition may charge a reasonable sum for each new Note issued (such amounts to be agreed upon from time to time by the Trustee and the Issuer), and payment of such charges and reimbursement of the Trustee or other Registrar for any stamp Taxes or governmental or other charges required to be paid shall be made by the party requesting such exchange, registration, transfer or discharge from registration as a condition precedent thereto. Notwithstanding the foregoing provisions, no charge shall be made to a Holder hereunder:

(a) for any exchange, registration, transfer or discharge from registration of any Note applied for within a period of two months from the date of the first delivery thereof;

(b) for any exchange of any interim or temporary Note or interim certificate that has been issued for a Definitive Note;

(d) for any exchange of any Note resulting from a partial redemption of Notes permitted hereunder.

2.11 Replacement Notes.

If a mutilated Note is surrendered to the Trustee or if a Holder claims that its Note has been lost, destroyed or wrongfully taken and the Issuer and the Trustee receive evidence to their satisfaction of the ownership and loss, destruction or theft of such Note and the Trustee is furnished with indemnities and a surety bond satisfactory to the Trustee, the Trustee shall authenticate a replacement Note in accordance with its procedures for lost, destroyed or wrongfully taken certificate policy. The Issuer and the Trustee may charge the Holder for the expenses of the Issuer and the Trustee in replacing a Note. Every replacement Note is a contractual obligation of the Issuer and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. Notwithstanding the foregoing provisions of this Section 2.11, in case any mutilated, destroyed, lost or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Note, pay such Notes.

2.12 Outstanding Notes.

(a) The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions thereof, and those described in this Section 2.12 as not outstanding. Except as set forth in Section 2.13, a Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note.

(b) If the principal amount of any Note is considered paid under Section 7.01, it ceases to be outstanding and interest on it ceases to accrue from and after the date of such payment.

(c) If a Paying Agent (other than the Issuer, a Subsidiary or an Affiliate of any thereof) holds, on the Maturity Date, any redemption date or any date of purchase pursuant to a Mandatory Redemption or an Change of Control Offer, money sufficient to pay Notes payable or to be redeemed or purchased on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

2.13 Treasury Notes.

So long as the Notes are held by CDS or a Depository, when determining whether the Holders of the requisite principal amount of Notes have concurred in any direction, waiver or consent, the Trustee shall rely on the Note Register unless the Note Register is not held by it. If the Notes cease to be held by the Depository in accordance with this Article 2, Notes owned by the Issuer, any Guarantor or by any affiliate (as defined under National Instrument 45-106 Prospectus and Registration Exemption) of the Issuer or any Guarantor, shall be considered as

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though not outstanding. Notes so owned that have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee's right to deliver any such direction, waiver or consent with respect to the Notes and that the pledgee is not the Issuer or any Obligor upon the Notes or any affiliate (as defined under National Instrument 45-106 Prospectus and Registration Exemption) of the Issuer or of such other Obligor. Notwithstanding the foregoing, Notes that are to be acquired by the Issuer or an affiliate (as defined under National Instrument 45-106 Prospectus and Registration Exemption) of the Issuer pursuant to an exchange offer, tender offer or other agreement shall not be deemed to be owned by such entity until legal title to such Notes passes to such entity.

2.14 Temporary Notes.

Until Definitive Notes are ready for delivery, the Issuer may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of Definitive Notes but may have variations that the Issuer considers appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate Definitive Notes in exchange for temporary Notes. Holders and beneficial holders, as the case may be, of temporary Notes shall be entitled to all of the benefits accorded to Holders, or beneficial holders, respectively, of Notes under this Indenture.

2.15 Cancellation.

The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the Registrar or Paying Agent, and no one else, shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of cancelled Notes in accordance with its customary procedures (subject to the record retention requirement of the Exchange Act). Certification of the disposition of all cancelled Notes shall, upon the written request of the Issuer, be delivered to the Issuer. The Issuer may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.

2.16 Defaulted Interest.

(a) If the Issuer defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 7.01.

(b) Subject to the foregoing provisions of this Section 2.16 and for greater certainty, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue interest, which were carried by such other Note.

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2.17 CUSIP and ISIN Numbers.

The Issuer in issuing the Notes may use CUSIP and/or ISIN numbers (if then generally in use) and, if so, the Issuer shall use CUSIP and/or ISIN numbers in notices of redemption or exchange or in offers to purchase as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption or exchange or in offers to purchase and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption or exchange or Mandatory Redemption or Change of Control Offer shall not be affected by any defect in or omission of such numbers. The Issuer shall as promptly as practicable notify the Trustee in writing of any change in the CUSIP or ISIN numbers.

2.18 Home Office Payment Agreement.

(a) Notwithstanding anything to the contrary contained in this Indenture or in any Notes, the Issuer may enter into an agreement with the registered holder of any Note providing for payment of principal of and premium, if any, and interest on any of the Notes, at a place and in a manner other than the place or in the manner of payment specified herein or in such Note and for the making of payment to such Holder on any permitted redemption, without presentation or surrender of such Note so long as such holder will, upon the redemption of such Note, in part only, make notations on such Note of the part so redeemed, except that:

(i) payment or redemption in full of such Note shall be made only upon the surrender thereof at the principal office of the Trustee in Toronto, Ontario; and

(ii) prior to any transfer or other disposition of such Note, such holder shall make the same available to the Trustee at its principal office in Toronto, Ontario of the principal portion thereof theretofore retired or redeemed.

(b) Payment of principal of and premium, if any, and interest on any Note in accordance with this Article 2 shall absolutely satisfy and discharge the liability of the Issuer with respect to such payment under such Note unless, in the case of payment by cheque, a cheque for payment thereof is not paid on presentation or is lost or destroyed. From time to time, the Issuer shall furnish to the Trustee an Officer's Certificate as to the Persons with whom the Issuer has entered into such an agreement.

ARTICLE 3

REDEMPTION

3.01 Notices to Trustee.

If the Issuer redeems Notes pursuant to (i) Section 3.06, it shall furnish to the Trustee, at least 30 but not more than 60 days before the applicable redemption date, or (ii) Section 3.08, it shall furnish to the Trustee not later than three (3) Business Days after receipt by a Full Recourse

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Obligor of the Net Proceeds referenced in Section 3.08 for which the Issuer has elected to redeem Notes, an Officers' Certificate setting forth (1) the paragraph or subparagraph of such Note and/or Section of this Indenture pursuant to which the redemption shall occur, (2) the redemption date, which date, for greater certainty, shall be not less than 30 or more than 60 days after the date of delivery of such Officers' Certificate (each a "Redemption Date"), (3) the principal amount of the Notes to be redeemed and (4) the redemption price, if then ascertainable.

3.02 Selection of Notes to Be Redeemed or Purchased.

(a) If less than all of the Notes are to be redeemed pursuant to Section 3.06 or purchased in a Mandatory Redemption or an Change of Control Offer at any time, the Trustee shall select the Notes to be redeemed or purchased in compliance with the requirements of the principal securities exchange, if any, on which the Notes are listed or, if the Notes are not listed, then on as nearly a pro rata basis as possible (subject to such rounding as the Trustee may determine so that Notes are redeemed in whole increments of $1,000 and no Note of $2,000 in original principal amount or less will be redeemed in part). In the event of partial redemption or purchase, the particular Notes to be redeemed or purchased shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the then outstanding Notes not previously called for redemption or purchase.

(b) The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected shall be in whole increments of $1,000; no Notes of $2,000 or less shall be redeemed in part, except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not $2,000 or a multiple of $1,000 in excess thereof, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase.

3.03 Notice of Redemption.

(a) The Issuer shall mail, or cause to be mailed (or, in the case of Notes held in book-entry form, by electronic transmission) notices of redemption of Notes at least 30 days but not more than 60 days before the Redemption Date to each Holder whose Notes are to be redeemed at such Holder's registered address or otherwise in accordance with the procedures of the Depository, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with Article 10 or Article 13.

(b) The notice shall identify the Notes (including CUSIP number) to be redeemed and shall state:

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(1) the Redemption Date;

(2) the redemption price, including the portion thereof representing any accrued and unpaid interest; provided, that in connection with a redemption under Section 3.06(a), the notice need not set forth the redemption price but only the manner of calculation thereof;

(3) if any Note is to be redeemed in part only, the portion of the principal amount of that Note that is to be redeemed;

(4) the name and address of the Paying Agent;

(5) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(6) that, unless the Issuer defaults in making such redemption payment or the Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture, interest on Notes called for redemption ceases to accrue on the applicable redemption date;

(7) the paragraph or subparagraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and

(8) that no representation is made as to the correctness or accuracy of the CUSIP or ISIN number, if any, listed in such notice or printed on the Notes.

(c) At the Issuer's request, the Trustee shall give the notice of redemption in the Issuer's name and at the Issuer's expense; provided that the Issuer shall have delivered to the Trustee, at least 15 Business Days before notice of redemption is required to be sent or caused to be sent to Holders pursuant to this Section 3.03 (unless a shorter notice shall be agreed to by the Trustee), an Officers' Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

(d) If a redemption price is payable pursuant to Section 3.06(a), the Issuer shall, three (3) Business Days prior to the applicable Redemption Date, provide to the Trustee and each Holder written notice of the redemption price payable in connection with such redemption, including a reasonable detailed calculation thereof and the assumptions used in making such calculations.

3.04 Effect of Notice of Redemption.

Once notice of redemption is mailed in accordance with Section 3.03, Notes called for redemption become irrevocably due and payable on the applicable Redemption Date at the redemption price; provided, that a notice of redemption may be made conditioned on the closing of the underlying transaction giving rise to the redemption. The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives

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such notice. In any case, failure to give such notice or any defect in the notice to the Holder of any Note designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Subject to Section 3.05, on the applicable Redemption Date, interest ceases to accrue on Notes or portions of Notes called for redemption.

3.05 Deposit of Redemption or Purchase Price.

(a) No later than 11:00 a.m. (Eastern time) on the Business Day prior to the redemption or purchase date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued and unpaid interest, on all Notes to be redeemed or purchased on that date, subject to the right of Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date falling on or prior to the redemption or purchase date. The Paying Agent shall promptly pay to each Holder of Notes to be redeemed or repurchased the applicable redemption or purchase price thereof and accrued and unpaid interest thereon. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the redemption or purchase price of, and accrued and unpaid interest on, all Notes to be redeemed or purchased.

(b) If the Issuer complies with the provisions of Section 3.05(a), on the applicable redemption or purchase date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption or purchase. If any Note called for redemption or purchase shall not be so paid upon surrender for redemption or purchase because of the failure of the Issuer to comply with Section 3.05(a), interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest accrued to the redemption or purchase date not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 7.01.

3.06 Optional Redemption.

(a) The Issuer may, at its option, redeem all or part of the Notes at any time:

(i) prior to the second anniversary of the Issue Date, at a redemption price equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date at the Canada Yield Price, together with all accrued and unpaid interest on the Notes since the most recent Interest Payment Date to, but not including, the Redemption Date;

(ii) on and after the second anniversary of the Issue Date, but prior to the third anniversary of the Issue Date, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, together with all accrued and

[Price redacted]

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unpaid interest on such Notes since the most recent Interest Payment Date to, but not including, the Redemption Date;

(iii) on and after the third anniversary of the Issue Date, but prior to the fourth anniversary of the Issue Date, at a redemption price equal to $\frac{1}{2}$ of the principal amount of the Notes to be redeemed, together with all accrued and unpaid interest on such Notes since the most recent Interest Payment Date to, but not including, the Redemption Date;

(iv) on and after the fourth anniversary of the Issue Date, but prior to the fifth anniversary of the Issue Date, at a redemption price equal to $\frac{1}{2}$ of the principal amount of the Notes to be redeemed, together with all accrued and unpaid interest on such Notes since the most recent Interest Payment Date to, but not including, the Redemption Date; and

(v) on and after the fifth anniversary of the Issue Date, at a redemption price equal to $\frac{1}{2}$ of the principal amount of the Notes to redeemed, together with all accrued and unpaid interest on such Notes since the most recent Interest Payment Date to, but not including, the Redemption Date.

(b) If the Redemption Date pursuant to this 3.06 is on or after a Record Date and on or before the related Interest Payment Date, the principal, and accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business, on such Record Date, and no additional principal or interest will be payable to Holders whose Notes will be subject to redemption by the Issuer.

(c) Any redemption pursuant to this Section 3.06 shall be made pursuant to the provisions of Sections 3.01 through 3.05; provided, any such redemption shall be for an aggregate principal amount of not less than $1.0 million and in whole increments of $100,000.

(d) The Issuer or its affiliates may acquire Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise, in accordance with Applicable Securities Laws, so long as such acquisition does not otherwise violate the terms of this Indenture.

3.07 Scheduled Mandatory Redemption.

The Issuer is not required to make any regularly-scheduled Mandatory Redemption or sinking fund payments with respect to the Notes. However, under certain circumstances, the Issuer may be required to make a Mandatory Redemption or Change of Control Offer, as applicable.

The Issuer and its Affiliates may acquire Notes at any time and from time to time by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise, in accordance with Applicable Securities Laws.

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3.08 Mandatory Redemptions.

(a) The Issuer shall redeem all or part of the Notes outstanding in an amount equal to the amount of any Net Proceeds received by a Full Recourse Obligor from a disposition of its assets pursuant to Section 7.32(f) (less any amount of such Net Proceeds required to be used to repay or prepay First Lien Obligations in accordance with the terms of the First Lien Credit Agreement and/or Indebtedness incurred in reliance on clause (g) of "Permitted Indebtedness" in accordance with the terms thereof) at a redemption price equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date at the Canada Yield Price, together with all accrued and unpaid interest on the Notes since the most recent Interest Payment Date to, but not including, the Redemption Date. Any redemption pursuant to this Section 3.08 shall be made in accordance with provisions of Sections 3.01 through 3.05.

(b) The Issuer shall redeem all or part of the Notes outstanding in an amount equal to the amount of any Net Proceeds of any insurance proceeds received by a Full Recourse Obligor from a Casualty Event (less any amount of such Net Proceeds required to be used to repay or prepay First Lien Obligations in accordance with the terms of the First Lien Credit Agreement and/or Indebtedness incurred in reliance on clause (g) of "Permitted Indebtedness" in accordance with the terms thereof) to the extent such Net Proceeds are not used or committed to be used by such Full Recourse Obligor to repair or replace the subject assets within 365 days of such Full Recourse Obligor's receipt thereof, any such redemption to be made on such 365th day anniversary at a redemption price equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date at the Canada Yield Price, together with all accrued and unpaid interest on the Notes since the most recent Interest Payment Date to, but not including, the Redemption Date.

(c) Any redemption pursuant to this Section 3.08 (each a "Mandatory Redemption") shall be made pursuant to the provisions of Sections 3.01 through 3.05.

ARTICLE 4

PIK ELECTION

4.01 PIK Election.

(a) The Issuer shall have the right to elect, from time to time, provided no Default or Event of Default has occurred or is continuing or would result after giving pro forma effect thereto, in respect of all of the then outstanding Notes, to satisfy a portion of any Interest Obligation on any Interest Payment Date (other than any Interest Payment Date which is also the Maturity Date, a Redemption Date or an acceleration date) by (x) delivering PIK Notes in accordance with this Article 4 or

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(y) if applicable, increasing the amount of the Global Note in accordance with clause (d) of this Article 4, subject always to Section 4.01(c).

(b) A PIK Election shall be made by delivering a PIK Election Notice to the Trustee (and, in the case of Notes represented by a Global Note registered in the name of, or held by, CDS or its nominees, to CDS at [email protected]) not less than 15 Business Days prior to the Interest Payment Date to which the PIK Election relates; provided, that a PIK Election, once made in respect of an Interest Payment Date in accordance with this Article 4, shall be deemed to be made as well to each subsequent Interest Payment Date, without any further action or notice from the Issuer, until the Issuer has withdrawn such PIK Election in accordance with clause (f) of this Article 4; provided, further, however, that a PIK Election shall not be deemed to apply to an Interest Payment Date where (i) such Interest Payment Date is the Maturity Date, a Redemption Date or an acceleration date or (ii) there is a Default or Event of Default which has occurred or is continuing on such Interest Payment Date or would result after giving pro forma effect to such PIK Election, in which case, for greater certainty, all Interest Obligations due and payable on such Interest Payment Date shall be payable in full in cash.

(c) So long as a PIK Election Notice has been made and not withdrawn in accordance with this Article 4, the Notes shall bear interest as follows: [ ] ( [ ]) per annum in cash and [ ] ( [ ]) per annum paid-in-kind (which payment-in-kind interest shall be capitalized on the applicable Interest Payment Date and evidenced by PIK Notes).

(d) At all times, the obligation to pay a PIK Interest Amount shall be satisfied (i) with respect to Notes represented by a Global Note registered in the name of, or held by, CDS or its nominee on the relevant Interest Payment Date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of such PIK Interest Amount on the applicable Interest Payment Date (rounded down to the nearest whole dollar), or (ii) with respect to Notes in certificated form, by indicating payment thereof and an increase in the principal amount of the Notes in the register for the Notes and by issuing PIK Notes in certificated form in an aggregate principal amount equal to such PIK Interest Amount (rounded down to the nearest whole dollar) and the Trustee will, at the written request of the Issuer, certify and deliver such PIK Notes in certificated form for original issuance to the holders thereof on the relevant Interest Payment Date, as shown in the register for the Notes; provided that a holder of a Note represented by a physical certificate shall be entitled to PIK Interest Amount so long as the increase in the principal amount of the Notes is recorded in the register for the Notes, whether or not PIK Notes represented by a physical certificate representing such PIK Interest Amount have been issued to such holder. Following an increase in the principal amount of a Global Note in accordance with this clause (d), such Global Note will bear interest on such increased principal amount from and after the applicable Interest Payment Date as otherwise set forth in Section 7.01(b). Any PIK Notes issued in certificated

[Interest redacted]

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form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date as otherwise set forth in Section 7.01(b).

(e) PIK Notes issued in accordance with this Article 4 shall be subject to the same terms and conditions as the Notes issued on the Issue Date and shall also be designated as "■■■% Second Lien PIK Toggle Notes due 2027". Such PIK Notes shall constitute part of the same series of securities as the Notes issued on the Issue Date and the holders thereof will have the right to vote together with the holders of all other outstanding Notes as one class on all matters with respect to this Indenture and the Notes.

(f) The Issuer shall have the right to withdraw any PIK Election by delivering written notice to the Trustee not less than 3 Business Days prior to the consummation of such PIK Election and the issuance of any PIK Notes on the Interest Payment Date in respect of which such PIK Election was made or deemed made, whereupon the Issuer shall be obliged to pay in Cash in full the Interest Obligation in respect of which such PIK Election was made on such Interest Payment Date.

[Interest redacted]

ARTICLE 5

RANKING OF NOTES

5.01 Applicability of Article.

(a) The Notes Obligations, including, without limitation as owing to the Trustee under Section 9.06, shall rank equal in right of payment with all Indebtedness of the Issuer that is not expressly subordinated in right of payment to the Notes, and shall rank senior in right of payment to all subordinated obligations of the Issuer. The Notes Obligations shall be secured by a second-priority Lien on the Secured Assets, the Holdco LP Collateral and the Management Collateral, in each case subject to Permitted Liens, including the first-priority Lien granted to secure the First Lien Obligations.

(b) Each holder of any Note by his or her acceptance thereof agrees to and shall be bound by the provisions of this Article 5 and any intercreditor agreement entered into by the Trustee, which in relation to the First Lien Obligations, shall be in form and substance substantially the same as the form of intercreditor agreement set forth in Exhibit "B" (any such intercreditor agreement being herein referred to as an "Intercreditor Agreement").

(c) For greater certainty, the Trustee is hereby authorized and directed to enter into (a) an Intercreditor Agreement with The Bank of Nova Scotia, as administrative agent under the First Lien Credit Agreement, on or before the issuance of the Notes, and (b) an intercreditor agreement in form and substance the same as the Intercreditor Agreement in respect of any Indebtedness Incurred pursuant to clause (g) of the definition of Permitted Indebtedness.

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5.02 Obligation to Pay Not Impaired.

Nothing contained in this Article 5 or elsewhere in this Indenture or in the Notes: (i) is intended to or shall impair, as between the Issuer, its creditors other than the First Lien Creditors, and the holders of the Notes, the obligation of the Issuer, which is absolute and unconditional, to pay to the Holders the principal of, premium, if any, and interest on the Notes, as and when the same shall become due and payable in accordance with their terms, or affect the relative rights of the Holders and creditors of the Issuer other than the First Lien Creditors; or (ii) shall prevent the Trustee or the Holders from exercising all remedies otherwise permitted by Applicable Law or under the Notes Documents upon default under this Indenture, subject to the rights and remedies of the First Lien Creditors under the applicable Intercreditor Agreement. For clarity, no Intercreditor Agreement shall impose any restriction on the ability of the Issuer to make payment of fees owing to the Trustee in the ordinary course.

5.03 Payment on Notes Permitted.

Subject at all times to the terms and provisions of this Article 5 and except as prohibited by an Intercreditor Agreement, nothing contained elsewhere in this Indenture, or in any of the Notes, shall affect the obligation of the Issuer to make, or prevent the Issuer from making, any payment of principal of, premium, if any, or interest on the Notes. The fact that any such payment is prohibited by an Intercreditor Agreement shall not prevent the failure to make such payment from being an Event of Default hereunder (subject to the express terms of the Intercreditor Agreement to the contrary). Except as prohibited by an Intercreditor Agreement, nothing contained in this Article 5 or elsewhere in this Indenture, or in any of the Notes, shall prevent the application by the Trustee of any monies deposited with the Trustee hereunder for the purpose, to the payment of or on account of the Notes Obligations.

5.04 Confirmation of Ranking and Priority.

Each holder of Notes by his or her acceptance of the Notes authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to effect the ranking and priority of the Notes and related Liens as provided in this Article 5, including without limitation the actions specified in Section 5.01(c) and this Section 5.04, and irrevocably appoints the Trustee his or her attorney-in-fact for any and all such purposes. Upon written request of the Issuer, and upon being furnished with an Officers' Certificate stating that one or more named Persons are or will become First Lien Creditor entitled to the benefit of the subordination set forth in this Article 5, and specifying the amount and nature of the First Lien Obligations of any such First Lien Creditor, the Trustee shall enter into an Intercreditor Agreement with the Issuer and each Person named in such Officers' Certificate. The Trustee shall execute and deliver any such Intercreditor Agreement on behalf of each Holder and such agreement, acknowledgement or confirmation, as the case may be, shall be conclusive evidence that the indebtedness specified therein are First Lien Obligations. However, nothing herein shall impair the rights of any First Lien Creditor who has not entered into such an Intercreditor Agreement or such an acknowledgement, confirmation or agreement, as the case may be, and nothing herein shall obligate the Trustee to take steps to ensure the perfection of any Lien granted herein or to ensure the continued perfection of such Liens.

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5.05 Knowledge of Trustee.

Notwithstanding the provisions of this Article 5 or any provision in this Indenture or in the Notes, the Trustee will not be charged with knowledge of any First Lien Obligations or of any default in the payment thereof, or of the existence of any other fact that would prohibit the making of any payment of monies to or by the Trustee, or the taking of any other action by the Trustee, unless and until the Trustee has received written notice thereof from the Issuer, any Holder or any First Lien Creditor and such notice to the Trustee shall be deemed to be notice to Holders. The Trustee will notify Holders as soon as reasonably practical of such notice.

5.06 Trustee May Hold First Lien Obligation.

The Trustee is entitled to all the rights set forth in this Article 5 with respect to any First Lien Obligation at the time held by it, to the same extent as any other First Lien Creditor, and nothing in this Indenture deprives the Trustee of any of its rights as such First Lien Creditor.

5.07 Rights of First Lien Creditor Not Impaired.

No right of any present or future First Lien Creditor to enforce its rights, remedies and the priorities described herein and in any Intercreditor Agreement to which it is a party will at any time or in any way be prejudiced or impaired by any act or failure to act on the part of the Issuer or by any non-compliance by the Issuer with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof which any such First Lien Creditor may have or be otherwise charged with.

5.08 No Set-Off.

Each of the Issuer and the Trustee agrees, and each Holder, by his or her acceptance thereof, likewise agrees, that it shall have no rights of set-off or counterclaim with respect to the principal of, premium, if any, and interest on the Notes at any time when any payment of, or in respect of, such amounts to the Holder is prohibited by this Article 5 or by the terms of any Intercreditor Agreement.

ARTICLE 6 REPRESENTATIONS AND WARRANTIES

6.01 Representations and Warranties.

The Issuer represents and warrants to the Trustee for the benefit of the Trustee and the Holders that as of the Issue Date:

(a) Status and Power. Each Holdco and Subject Entity is validly subsisting under the laws of the jurisdiction of its incorporation, organization or formation and is duly qualified, registered or licensed in all jurisdictions where such qualification, registration or licensing is required, except for any jurisdiction in which such failure would not give rise to a Material Adverse Effect. Each Holdco and Subject Entity has all requisite corporate capacity, power and authority to own, hold under licence

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or lease its properties, to carry on its business as now conducted and to otherwise enter into, and carry out the transactions contemplated by, the Notes Documents to which it is a party. No Holdco nor Subject Entity is an "investment company" within the meaning of the Investment Company Act of 1940 of the United States, as amended.

(b) Authorization and Enforcement of Notes Documents. All necessary action, corporate or otherwise, has been taken to authorize the execution, delivery and performance by each Obligor of the Notes Documents to which it is a party. Each Obligor and in the case of Holdco LP, Holdco GP, on behalf of Holdco LP, has duly executed and delivered the Notes Documents to which it is a party. The Notes Documents to which each Obligor is a party are legal, valid and binding obligations of such Obligor, enforceable against such Obligor by the other parties thereto in accordance with their respective terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance and other similar laws of general application limiting the enforcement of creditors' rights generally and the fact that the courts may deny the granting or enforcement of equitable remedies.

(c) Compliance with Other Instruments. The execution, delivery and performance by each Obligor of the Notes Documents to which it is a party, and the consummation of the transactions contemplated herein and therein (i) do not conflict with, result in any breach or violation of, or constitute a default under the terms, conditions or provisions of (A) the articles of incorporation, by-laws or other constating documents of, or any unanimous shareholder agreement, or limited partnership agreement or declaration relating to, such Obligor (B) any of the Transaction Documents or (C) any law, regulation, judgment, decree or order binding on or applicable to any Obligor or to which its property is subject or any agreement, lease, licence, permit or other instrument to which any Obligor is a party or is otherwise bound or by which any Obligor benefits or to which any of its property is subject, except in the case of clause (C) as would not give rise to a Material Adverse Effect and (ii) do not require the consent or approval of any Official Body or any other Person which has not been obtained and provided to the Trustee.

(d) Financial Statements.

(i) The Financial Statements were prepared in accordance with generally accepted accounting principles consistently applied in accordance with past practice and no Material Adverse Change has occurred since December 31, 2019. The Financial Statements fairly present the financial condition of the Issuer as at the respective dates thereof and the Financial Statements fairly present in all material respects the results of operations, cash flow and income of the Issuer during the fiscal periods covered thereby.

(ii) The Subject Entities have no liabilities, contingent or otherwise, not disclosed on the Financial Statements and as of such dates and which are of

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the type required to be disclosed in accordance with generally accepted accounting principles, other than in respect of liabilities and obligations arising in the ordinary course of business.

(e) Litigation, etc. There are no actions, suits, investigations, claims or proceedings which have been commenced or, to the knowledge of the Issuer, have been threatened in writing against or affecting any Subject Entity before any Official Body which contest the Maxar Acquisition or any of the transactions contemplated in any of the Notes Documents or the Transaction Documents. There are no actions, suits, investigations, claims or proceedings which have been commenced or, to the knowledge of the Issuer, have been threatened in writing against or affecting any Subject Entity before any Official Body which could reasonably be expected to have a Material Adverse Effect.

(f) Title to Assets. Each Subject Entity has a good and marketable title to all of its property, assets and undertaking, free from any Liens other than the Permitted Liens, and no Person has any agreement or right to acquire any of such property, assets or undertaking except as permitted hereunder. Holdco LP has a good and marketable title to all of the Holdco LP Collateral, free from any Liens, and no Person has any agreement or right to acquire any of such property, assets or undertaking except as permitted hereunder. Senior Management has good and marketable title to all of the Management Collateral, free from any Liens, and no Person has any agreement or right to acquire any of such property, assets or undertaking except as permitted hereunder.

(g) Conduct of Business. No Subject Entity is in violation of any mortgage, franchise, licence, pension plan, certificate of approval, permit, judgment, decree, order, statute, rule or regulation relating in any way to itself or to the operation of its business or to its property or assets, except in each case as would not give rise to a Material Adverse Effect. Each Subject Entity has all licenses, certificates of approval, permits, registrations, approvals and consents which are required to own its properties and assets and to operate its businesses where they are currently being operated, except where such failure would not give rise to a Material Adverse Effect.

(h) Labour Matters. There are no strikes or any other labour disputes against any Subject Entity pending or, to the knowledge of the Issuer, threatened which could reasonably be expected to have a Material Adverse Effect. All payments due from each Subject Entity on account of employee health and welfare insurance which could reasonably be expected to have a Material Adverse Effect if not paid have been paid or accrued as a liability on the books of the relevant Subject Entity.

(i) No Default. No Default or Event of Default exists or would result from the incurring of any Notes Obligations by any Obligor. No Subject Entity is in default under or with respect to any contractual obligation in any respect which, individually or together with all such defaults, could reasonably be expected to have a Material

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Adverse Effect, or that would, if such default had occurred after the Issue Date, create an Event of Default.

(j) Tax Returns and Taxes. Each Subject Entity has filed all tax returns and tax reports of significance required by law to have been filed by it and has paid all material taxes and governmental charges thereby shown to be owing, except any such taxes or charges which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with generally accepted accounting principles shall have been set aside on its books.

(k) Environmental Compliance.

(i) Each Property is operated or used by each Subject Entity in compliance with all Environmental Laws applicable to it, except where non-compliance could not reasonably be expected to have a Material Adverse Effect.

(ii) There are no commenced or threatened (in writing)

(A) claims, complaints or notices received by any Subject Entity from an Official Body with respect to any alleged material violation of any Environmental Law by such Subject Entity, or

(B) complaints, notices to, or investigations of, any Subject Entity from an Official Body regarding potential material liability of such Subject Entity under any Environmental Law;

in each case that could give rise to a Material Adverse Effect.

(iii) There are no Releases of Hazardous Materials by any Subject Entity at, on or under any Property which would constitute a breach of any Environmental Law applicable to it to the extent such Release could reasonably be expected to have a Material Adverse Effect.

(iv) Each Subject Entity has been issued and is in compliance with all permits, certificates, approvals, licenses and other authorizations required under any Environmental Laws to own its properties and assets and to carry on its businesses, except where the non-issuance or non-compliance could not reasonably be expected to have a Material Adverse Effect.

(l) Consents, Approvals, etc. No consents, approvals, acknowledgements, undertakings, non-disturbance agreements, directions or other documents or instruments which have not already been provided to the Trustee are required to be entered into by any Official Body or any Person (i) to make effective the Security, Holdco LP Security or Management Security, as the case may be, created or intended to be created by any Obligor in favour of the Trustee pursuant to the Security Documents, Holdco LP Pledge Agreement or Management Pledge Agreements to which it is a party, (ii) to ensure the perfection and the intended

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priority of such Security, Holdco LP Security and Management Security other than financing statements filed in connection with such Security, Holdco LP Security and Management Security or (iii) as of the Issue Date only, to consummate the Maxar Acquisition or the transactions contemplated by the Notes Documents to which it is a party or the Transaction Documents (other than as set forth in Section 3.4 of the Seller Disclosure Schedule, all of which scheduled approvals and consents have been obtained as of the Issue Date).

(m) Assets Insured. The property and assets of the Subject Entities are insured with insurers, in amounts, for risks and otherwise on terms which are reasonable in relation to such property and assets (subject to the amount of such deductibles as are reasonable and normal in the circumstances) against loss or damage and there has been no default or failure by the party or parties insured under the provisions of such policies of insurance maintained which would prevent the recovery by the party or parties insured thereunder of the full amount of any material insured loss. The named insured under all insurance policies maintained by each Subject Entity are not in default under any of the material provisions contained in any such insurance policies. The Issuer has caused the Trustee to be named in each such policy as secured party or mortgagee and lender's loss payee or additional insured, as appropriate, in a manner acceptable to the Trustee.

(n) Capital of Full Recourse Obligors. As of the Issue Date and hereafter, except as such information may change as a result of a transaction permitted hereby and reported to the Trustee in accordance with Section 7.03, the Perfection Certificates set out (A) the authorized and issued capital of each Full Recourse Obligor, all of which issued Shares have been issued and are outstanding as fully paid and non-assessable and (B) the owner of record of all such issued Shares. In each case other than as held by or issued to a Full Recourse Obligor (provided written notice of such has been provided by the Issuer to the Trustee), there are no outstanding warrants, options or other agreements which require or may require the issuance of any Shares of any Full Recourse Obligor or the issuance of any debt or securities convertible into Shares of any Full Recourse Obligor, there are no outstanding debt or securities convertible into Shares of any Full Recourse Obligor and there are no Shares of any Full Recourse Obligor allotted for issuance. There is no shareholder agreement with respect to any Full Recourse Obligor.

(o) Corporate Structure. Schedule "A" accurately sets out, as at the date hereof and after giving effect to the Maxar Acquisition and the Permitted Amalgamations, the corporate structure of the Subject Entities and the Holdcos and evidences Share ownership of the Holdcos and the Subject Entities.

(p) Real Property and Leases. Other than as set forth in the Perfection Certificates, no Subject Entity owns any real property. No real property owned or held by any Subject Entity is located in the United States or any territory thereof. The Perfection Certificates contain a complete and accurate list, of all leased real property. No Subject Entity is in default of its obligations under any such lease nor

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has it delivered or received any notice of default thereunder (except as may have been promptly disclosed to the Trustee), except for any default that could not be reasonably expected to have a Material Adverse Effect.

(q) Intellectual Property. Each Subject Entity owns or is licensed or otherwise has the right to use all Intellectual Property that is used in the operation of its businesses without, to the knowledge of the Issuer, conflict with the rights of any other Person (other than any Intellectual Property the absence of which or any such conflict with respect to which would not have a Material Adverse Effect). No Subject Entity has received any written notice of any claim of infringement or similar claim or proceeding relating to any of the Intellectual Property which if determined against such Subject Entity, as the case may be, could reasonably be expected to have a Material Adverse Effect. To the knowledge of the Issuer, no present or former employee of a Subject Entity or any other Person owns, or has made any claim in writing, to own or have any interest, direct or indirect, in whole or in part, in any of the Intellectual Property of a Subject Entity that could reasonably be expected to have a Material Adverse Effect.

(r) Employment and Labour Agreements. Each Subject Entity is in compliance with the terms and conditions of all collective bargaining agreements and other labour agreements, except for any non-compliance that would not give rise to a Material Adverse Effect.

(s) Liens. Subject to Section 2 in Appendix "B", the Liens granted to the Trustee pursuant to the Security Documents are fully perfected second priority Liens in and to the Secured Assets, subject only to Permitted Liens. Subject to Section 2 in Appendix "B", the Liens granted to the Trustee pursuant to the Holdco LP Pledge Agreement are fully perfected second priority Liens in and to the Holdco LP Collateral. The Liens granted to the Trustee pursuant to the Management Pledge Agreements are fully perfected second priority Liens in and to the Management Collateral.

(t) No Omissions. None of the representations and statements of fact set forth in this Article 6 omits to state any fact necessary to make any such representation or statement of fact not misleading in any material respect.

(u) ERISA. None of the Holdcos nor any Subject Entity or ERISA Affiliate sponsors or participates in a Plan (including a Multiemployer Plan) which could be reasonably expected to result in any liability which would have a Material Adverse Effect. Furthermore, no Subject Entity or ERISA Affiliate sponsored or participated in a Plan (including a Multiemployer Plan) nor has any Subject Entity or ERISA Affiliate Incurred any liability relating to a Plan (including a Multiemployer Plan) which could be reasonably expected to result in a Material Adverse Effect.

(v) Regulation T, U or X. The Issuer is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock, and no proceeds of any

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credit obtained hereunder shall be used for a purpose which violates, Regulation T, U or X of the F.R.S. Board. Terms for which meanings are provided in Regulation T, U or X of the F.R.S. Board or any regulations substituted therefor, as from time to time in effect, are used in this Section 1.01 with such meanings.

(w) Perfection Certificates. As of the Issue Date, all information in the Perfection Certificate is hereby certified to be true and correct in all material respects.

(x) Foreign Assets Control Regulations and Sanctions. No part of the proceeds from the issuance of Notes will be used, directly or indirectly, for any payment to any governmental official or employee, political party, official of a political party, candidate for political office or anyone else acting in an official party capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended or the Corruption of Foreign Public Officials Act (Canada). Each Subject Entity, Holdco and Senior Management (i) is not a Sanctioned Person, (ii) other than Limited Liability Company MDA Information Systems, does not have any assets in Sanctioned Countries, and (iii) other than Limited Liability Company MDA Information Systems, does not derive any operating income from investments in, or transactions with Sanctioned Persons or Sanctioned Countries. The Issuer has not and will not use the proceeds from the issuance of Notes to fund any operations in, finance any investments or activities in or make any payments to a Sanctioned Person or a Sanctioned Country that is in violation of the OFAC restrictions or any other Sanctions.

(y) Solvency. The Issuer, on a consolidated basis, as of the Issue Date (after giving effect to the Maxar Acquisition) is Solvent.

(z) Foreign Bank Accounts. The aggregate balance of any Foreign Bank Accounts is less than $500,000.

ARTICLE 7

COVENANTS

7.01 Payment of Notes; Additional Amounts.

(a) The Issuer shall pay or cause to be paid the principal of, fees, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than one of the Issuer or a Subsidiary, holds as of 11:00 a.m. (Eastern time), on a Business Day prior to the due date, money deposited by the Issuer in immediately available funds and designated for and sufficient to pay the principal of, fees, premium, if any, and interest then due.

(b) The Notes will:

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(i) bear interest at a rate of (x) so long as no PIK Election is then in effect, [Interest redacted]% per annum payable in cash in full in equal semi-annual payments (whether paid in cash or by issuing PIK Notes in accordance with Article 4) on each applicable Interest Payment Date and payable in arrears, and (y) at any time a PIK Election is then in effect, bear interest at a rate of [Interest redacted]% per annum payable in equal semi-annual payments in part in cash and in part by the issuance of PIK Notes by the Issuer, in accordance with Article 4, on each applicable Interest Payment Date and payable in arrears. All cash payments of Interest shall first be applied to satisfy Interest payable in respect of PIK Notes, and thereafter to satisfy other Interest payable. Interest accrues from and including the Issue Date until payment in full of the Notes;

(ii) have an administration fee payable pro rata to Holders in an amount equal to [Interest redacted]% per annum (calculated on the then outstanding principal amount of the Notes) payable in cash in full in equal quarterly payments on each of January 1, April 1, July 1 and October 1 of each year to the Maturity Date and payable in advance, with the first such payment to be made on the Issue Date, provided, that any fees associated with the appointment of the Calculation Agent may be deducted from an applicable quarterly payment by the Issuer (which Calculation Agent fees, for clarity, shall be for the account of the Holders); and

(iii) mature April 8, 2027 (the "Maturity Date").

(c) The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, at the rate equal to the then applicable interest rate on the Notes to the extent lawful and it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments or interest at the same rate to the extent lawful. Interest shall be computed on the basis of a 365 or 366 day year, as applicable, and the actual number of elapsed days in the applicable period. Interest shall accrue (in addition to the interest rate equal to the then applicable interest rate on the Notes) from and including the date on which an Event of Default shall occur to but excluding the date on which such Event of Default shall have been cured, at a rate per annum equal to [Interest redacted]% of the principal amount of the Notes. All interest payable under this Indenture shall be paid by the Issuer in cash when due and payable unless, in respect of any Interest Obligation, the Issuer makes a PIK Election in respect of all of the then outstanding Notes and satisfies such Interest Obligation, in part, by issuing PIK Notes in accordance with Article 4; provided that interest payable on the Maturity Date, any Redemption Date or upon acceleration shall only be payable in full in cash.

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7.02 Maintenance of Office or Agency.

The Issuer shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuer and the Guarantors in respect of the Notes and this Indenture may be served. The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

The Issuer may also from time to time designate additional offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations. The Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Issuer hereby designates the Corporate Trust Office as one such office or agency of the Issuer in accordance with Section 2.03.

7.03 Reports and Other Information.

The Issuer shall furnish to the Trustee and each Holder:

(a) within 90 days after the end of each Fiscal Year, a copy of the audited consolidated financial statements of the Issuer and the auditors' report thereon and management discussion and analysis thereon;

(b) within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a copy of the unaudited consolidated financial statements of the Issuer with respect thereto and management discussion and analysis thereon;

(c) within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year and within 90 days after the end of each Fiscal Year, a duly executed and completed compliance certificate in the form set forth in Exhibit "C" hereto evidencing compliance with the terms of this Indenture and providing notification of any material change in the information certified in the Perfection Certificate. For certainty, any change in the information contained in any Perfection Certificate that could reasonably be expected to negatively impact the Security shall constitute a "material change" to such Perfection Certificate;

(d) within 90 days after the end of each Fiscal Year, an annual budget for the following Fiscal Year;

(e) such additional financial or operating reports or statements as the Trustee may, from time to time, reasonably require;

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(f) upon the request of any Holder, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to the extent such Notes constitute "restricted securities" within the meaning of the Securities Act;

(g) each report and financial information required to be delivered by the Issuer shall be deemed to be delivered to the holders of the Notes and the Trustee if any Obligor either files (or furnishes, as the case may be) such report or information with SEDAR, posts such report on its public website or furnishes such report to the Trustee; and

(h) the Issuer will engage a Calculation Agent who shall perform the functions of the Calculation Agent set forth in the definition thereof, the fees for which shall be for the account of the Holders as provided for in Section 7.01(b)(ii).

7.04 Corporate Existence.

Subject to the provisos in Section 7.21, the Issuer shall, and shall cause each other Subject Entity and Holdco to, preserve and maintain its legal existence in good standing and shall, and shall cause each other Subject Entity and Holdco to, qualify and remain duly qualified to carry on business and own property in each jurisdiction in which failure to maintain such qualification would have a Material Adverse Effect. Notwithstanding the foregoing, any Non-Guaranteeing Subsidiary may be dissolved if such dissolution is in the reasonable business judgement of the Issuer and would not give rise to a Material Adverse Effect. Notwithstanding any other provision herein, the Issuer shall always be an entity formed under the laws of a Canadian jurisdiction having, directly or through its Subsidiaries, business operations in Canada.

7.05 Conduct of Business.

The Issuer shall, and shall cause each other Subject Entity and Holdco to, conduct its business in such a manner so as to comply in all respects with all Applicable Law (including, without limitation, ERISA, the USA Patriot Act, Environmental Laws, AML/CTF Laws and laws relating to the discharge, spill, disposal or emission of Hazardous Materials), so as to observe and perform in all respects all its obligations under leases, licences and agreements necessary for the proper conduct of its business, so as to keep its property and assets in good repair and working condition and so as to preserve and protect its property and assets and the earnings, income and profits therefrom except where failure to do so could not reasonably be expected to have a Material Adverse Effect. The Issuer shall, and shall cause each other Subject Entity and Holdco to, perform in all material respects all obligations incidental to any trust imposed upon it by statute and shall, and shall cause each other Subject Entity and Holdco to, ensure that any breaches of the said obligations and the consequences of any such breach shall be promptly remedied, except for any breach that could not be expected to have a Material Adverse Effect. The Issuer shall, and shall cause each other Subject Entity and Holdco to, obtain and maintain all licenses, permits, government approvals, franchises, authorizations and other rights necessary for the operation of its business except where failure to do so could not reasonably be expected to have a Material Adverse Effect.

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7.06 Use of Proceeds.

The Issuer shall apply all of the proceeds obtained from the issuance of the Initial Note to partially fund the Maxar Acquisition, to refinance certain Indebtedness of the Issuer existing on the Issue Date and to pay fees and expenses with respect thereto.

7.07 Insurance.

The Issuer shall maintain, and shall cause each other Subject Entity to maintain, on an individual or aggregate basis, with insurers having an AM Best rating of "A-" or better or the equivalent, property and commercial general liability insurance with respect to the properties and business of the Issuer and the other Subject Entities against loss, damage, risk or liability of the kinds customarily insured against by Persons carrying on a similar business. The Issuer shall cause the Trustee to be included as a loss payee as its interest may appear on the property insurance policies of the Obligors, in a manner acceptable to the Trustee. All premiums for such insurance shall be paid by the Issuer or another Subject Entity, as the case may be, when due, and certificates of insurance and, if requested, photocopies of the policies shall be delivered to the Trustee. For certainty, any insurance proceeds arising from the relevant Secured Assets on or after the Enforcement Date shall be applied in accordance with Section 8.13.

7.08 Taxes.

The Issuer shall, and shall cause each other Subject Entity to, pay all material taxes, rates, government fees and dues levied, assessed or imposed upon it and upon its property or assets or any part thereof, as and when the same become due and payable (save and except when and so long as the validity of any such taxes, rates, fees, dues, levies, assessments or imposts is being contested in good faith by appropriate proceedings and adequate reserves shall have been set aside in the books of the Issuer or such other Subject Entity, as the case may be), and the Issuer shall, and shall cause each other Subject Entity to, deliver to the Trustee, when requested, written evidence of such payments.

7.09 Notices.

The Issuer shall promptly notify the Trustee of:

(a) the occurrence of any Default or Event of Default and the action which the Issuer proposes to take or has taken with respect thereto;

(b) any matter including (A) breach or non-performance of, or any default under, a contractual obligation of any Subject Entity or either Holdco; (B) any dispute, litigation, investigation, proceeding or suspension of or before any Official Body affecting a Subject Entity or either Holdco; or (C) the commencement of, or any material development in, any litigation or proceeding affecting a Subject Entity or a Holdco, in each case, which has resulted or is reasonably likely to result in a Material Adverse Effect; and

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Each notice under this Section shall be accompanied by a written statement by a senior officer of the Issuer setting forth details of the occurrence referred to therein, and stating what action the Issuer proposes to take with respect thereto and at what time. Each notice under clause (a) above shall describe with particularity any and all clauses or provisions of this agreement or other Notes Document that have been (or foreseeably will be) breached or violated. For greater certainty, notice delivered under this Section 7.09 must be provided to the Trustee in a form separate from the delivery of the compliance certificate 7.03(c).

7.10 Inspection of Assets and Operations.

The Issuer shall, and shall cause each other Subject Entity to, on one occasion annually, permit representatives of the Trustee to inspect its property and assets and, for that purpose, to enter on any Property where any of such property or assets may be situated during reasonable business hours and upon reasonable notice; provided, however, if a Default has occurred and is continuing, the foregoing limitation with respect to annual inspections on reasonable business hours and reasonable notice shall not apply.

7.11 Books and Records.

The Issuer shall, and shall cause each other Subject Entity to, keep proper books of account and records covering all its business and affairs on a current basis, make full, true and correct entries of its transactions in such books, set aside on its books from its earnings all such proper reserves as required by generally accepted accounting principles and permit representatives of the Trustee to inspect such books of account, records and documents during reasonable business hours and upon reasonable notice and to discuss the affairs, finances and accounts of the Issuer or each other Subject Entity with the officers of the Issuer or such other Subject Entity during reasonable business hours and upon reasonable notice; provided, however, if a Default has occurred and is continuing, the foregoing limitation with respect to reasonable business hours and reasonable notice shall not apply. The Issuer shall, and shall cause each other Subject Entity to, at any time that a Default has occurred and is continuing, permit representatives of the Trustee to make copies of all of the aforesaid records, books of account and documents and to discuss the affairs, finances and accounts of the Issuer or each other Subject Entity with their auditors.

7.12 Change in Perfection Certificates.

If any of the material information contained in any Perfection Certificate shall change, the Issuer shall notify the Trustee in writing of the details of such change at the time of the next delivery by the Issuer to the Trustee of a compliance certificate pursuant to Section 7.03(c) and such Perfection Certificate shall thereupon be deemed to be amended accordingly. For certainty, any change in the information contained in any Perfection Certificate that could reasonably be expected to negatively impact the Security shall constitute a change of material information to such Perfection Certificate.

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7.13 Change of Name or Jurisdiction of Incorporation.

If any Obligor changes its corporate name, adopts a French form of name or changes its jurisdiction of incorporation or the jurisdiction of its location for the purposes of section 7(4) of the PPSA, the Issuer shall promptly notify the Trustee in writing of the details of such change or adoption.

7.14 Environmental Compliance.

The Issuer shall, and shall cause each other Subject Entity to:

(a) use and operate all of its facilities and properties in compliance with all Environmental Laws applicable to such facilities and properties, keep all permits, approvals, certificates, licenses and other authorizations relating to environmental matters and necessary for the operation of its business in effect and remain in material compliance therewith, and handle all Hazardous Materials in material compliance with all applicable Environmental Laws, except in each case where failure to do so could not reasonably be expected to have a Material Adverse Effect;

(b) promptly notify the Trustee and provide copies upon receipt of all adverse written claims, complaints, notices or inquiries relating to the condition of its facilities and properties or compliance with Environmental Laws which could reasonably be expected to have a Material Adverse Effect, and shall take commercially reasonable efforts to promptly cure, have dismissed or otherwise resolved to the satisfaction of the Trustee any such actions and proceedings relating to any such compliance with Environmental Laws, except for those being diligently contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with generally accepted accounting principles shall have been set aside on its books; and

(c) provide such information and certifications which the Trustee may reasonably request from time to time to evidence compliance with the foregoing.

7.15 ERISA.

The Issuer shall, and shall cause each other Subject Entity to, deliver to the Trustee, promptly and in any event within ten Business Days after the relevant Subject Entity becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that any Subject Entity or an ERISA Affiliate proposes to take with respect thereto:

(a) any obligation with respect to a Plan (including a Multiemployer Plan) which could be reasonably expected to have a Material Adverse Effect; or

(b) receipt of notice of the imposition of a financial penalty (which for this purpose shall mean any tax, penalty or other liability, whether by way of indemnity; or otherwise) with respect to one or more Non U.S. Plans or any employee benefit Plan (as defined in Section 3(3) of ERISA), subject to Title I of ERISA and which would have a Material Adverse Effect.

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7.16 Intellectual Property.

(a) The Issuer shall promptly notify the Trustee if it knows or has reason to know that any item of Intellectual Property that is material to the business of any Subject Entity may become, in the case of Intellectual Property owned by such Subject Entity (A) abandoned or dedicated to the public or placed in the public domain other than in the ordinary course of business, or (B) invalid or unenforceable, or (C) subject to any adverse determination or development regarding such Subject Entity's ownership, registration or use or the validity or enforceability of such item of Intellectual Property (including the institution of, or any adverse development with respect to, any action or proceeding in the Canadian Intellectual Property Office, any foreign counterpart of the foregoing, or any court), or (D) the subject of any reversion or termination rights.

(b) In the event that any Intellectual Property that is material to the business of any Subject Entity and that is owned by or exclusively licensed to any Subject Entity is infringed, misappropriated, diluted or otherwise violated by a third party, the Issuer shall, and shall cause the other Subject Entities to, promptly take all commercially reasonable actions to stop such infringement, misappropriation, dilution or other violation and protect its rights in such Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damages.

(c) The Issuer shall take all commercially reasonable steps necessary to protect (A) the Intellectual Property material to the business of any Subject Entity, and (B) the secrecy of all Trade Secrets material to the business of any Subject Entity, in each case that a similarly situated business would take for such items.

7.17 Intercompany Indebtedness

The Issuer shall cause all Indebtedness owing by any Full Recourse Obligor to any Non-Guaranteeing Subsidiary or to Holdco LP to be subordinated and postponed, pursuant to a Postponement and Subordination Undertaking, to the Notes Obligations of such Obligor for so long as a Default has occurred and is continuing.

7.18 Permitted Amalgamation.

The Issuer shall cause the Permitted Amalgamation to occur on the Issue Date or within 2 Banking Days thereafter.

7.19 Limitation on Liens.

The Issuer shall not, and shall not suffer or permit any other Subject Entity to, enter into or grant, create, assume or suffer to exist any Lien affecting any of their respective property or assets other than (a) Permitted Liens and (b) Liens securing Indebtedness incurred pursuant to Section 7.20(a) provided that an intercreditor agreement comparable to the Intercreditor Agreement is entered into with respect to such Indebtedness by the agent for the holders thereof and the Trustee on behalf the Holders (and, for greater certainty, such Indebtedness may be incurred pursuant to

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the First Lien Credit Agreement and form part of the First Lien Obligations, in which case no additional intercreditor agreement shall be required). The Issuer shall not, and shall not suffer or permit the Holdcos to grant, create, assume or suffer to exist any Lien affecting any Holdco LP Collateral other than the Holdco LP Security. The Issuer shall not, and shall not suffer or permit Senior Management to grant, create, assume or suffer to exist any Lien affecting any Management Collateral other that the Management Security.

7.20 Limitation on Indebtedness.

(a) The Issuer shall not, and shall not suffer or permit any other Subject Entity to, Incur any Indebtedness, provided, however, that the Issuer, and any other Subject Entity may Incur Indebtedness, if on the date thereof and, after giving effect thereto and the application of the proceeds thereof, in each case, on a pro forma basis, taking into account any substantially concurrent transactions related to such Incurrence:

(i) the First Lien Debt/EBITDA Ratio would not be greater than 4.0 to 1.0;
(ii) the Total Debt/EBITDA Ratio would not be greater than 6.0 to 1.0; and
(iii) no Default or Event of Default shall have occurred and be continuing.

(b) The provisions of Section 7.20(a) will not prohibit the Incurrence of Permitted Indebtedness.

7.21 Fundamental Changes.

The Issuer shall not, and shall not suffer or permit any other Subject Entity to, take part in any transaction to merge, consolidate or amalgamate with, dissolve or wind-up into another Person to form a successor Person (in this Section 7.21, a "Successor Person") unless:

(a) such transaction is a Permitted Acquisition;
(b) such transaction is permitted pursuant to Section 7.04; or
(c) such transaction is solely between two or more Subject Entities (including the Permitted Amalgamations) and (w) notice of such transaction (and reasonable details thereof) has been provided by the Issuer to the Trustee ten Business Days before the proposed implementation date of such transaction, (x) at the time of the delivery of the aforesaid notice by the Issuer to the Trustee, the Issuer delivers to the Trustee a certificate certifying that the implementation of such transaction will not have a Material Adverse Effect, (y) with respect to any such transaction including a Full Recourse Obligor, the Issuer delivers or causes to be delivered to the Trustee, contemporaneously with the completion of such transaction, all certificates, opinions, confirmations and other agreements as the Trustee may reasonably request to preserve and confirm the validity of the Security and to ensure that the Successor Person will have assumed by operation of law or otherwise all of the covenants and obligations of such Full Recourse Obligors under the Notes

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Documents to which it is a party and (z) no Default or Event of Default has occurred and is continuing at the time of such proposed transaction and no Default or Event of Default would arise immediately thereafter.

7.22 Limitation on Change in Business.

The Issuer shall not, and shall not suffer or permit any Subject Entity to, change in any material manner the type of businesses conducted by the Issuer and the Subject Entities as of the Issue Date.

7.23 Capital of Full Recourse Obligors.

The Issuer shall not suffer or permit any Full Recourse Obligor to issue any Shares unless such Shares are issued to an Obligor and such Shares constitute Secured Assets, Holdco LP Collateral or Management Collateral, as applicable, over and in respect of which Security, Holdco LP Security or Management Security, as applicable, has been taken by the Trustee, subject in all cases to the terms of the Intercreditor Agreement.

7.24 Limitation on Acquisitions.

The Issuer shall not, and shall not suffer or permit any Subject Entity to make any Acquisitions other than Permitted Acquisitions.

7.25 Limitation on Investments.

The Issuer shall not, and shall not permit any Subject Entity to, make any Investments other than Permitted Investments.

7.26 Deposit and Investment Accounts.

The Issuer shall not, and shall not suffer or permit any other Full Recourse Obligor to, maintain any bank accounts (other than the Foreign Bank Accounts) unless such bank accounts are subject to the Security (and to the extent necessary to be so subject to the Security in an applicable jurisdiction, subject to a deposit account control agreement in favour of the Trustee, subject to the terms of the Intercreditor Agreement).

7.27 Fiscal Year.

No Subject Entity shall change its Fiscal Year end.

7.28 Hedging Obligations.

The Issuer shall not, and shall not suffer or permit any other Subject Entity to, Incur any Hedging Obligations for speculative purposes.

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7.29 Subsidiaries.

The Issuer shall not, and shall not suffer or permit any other Subject Entity to, have any Subsidiaries (other than a Non-Guaranteeing Subsidiary) unless such Subsidiary has become a Guarantor as a result of the delivery to the Trustee, in form and substance satisfactory to the Trustee, of all of the following:

(a) a Guarantee of such Subsidiary;

(b) a certificate of a senior officer of such Subsidiary certifying the jurisdiction of incorporation of such Subsidiary, a description of each type of property or assets, whether tangible or intangible, of such Subsidiary, the location of its tangible property and assets and the location of each place of business, the chief executive office and the registered office or head office of such Subsidiary;

(c) security documents of such Subsidiary granting to the Trustee a security interest in all of such Subsidiary's present and future property, assets and undertaking, such security documents to be substantially in the form of the Security Documents;

(d) such security documents or confirmations as may be required to pledge, subject to the terms of the Intercreditor Agreement, such Subsidiary's Equity Interests to the Trustee;

(e) a certificate of status or good standing, compliance or the equivalent with respect to such Subsidiary and issued by the jurisdiction of incorporation or other formation of such Subsidiary (where available);

(f) certified copies of the charter or constating documents and by-laws of such Subsidiary (or equivalent documentation), of the resolutions of the board of directors of such Subsidiary (or equivalent documentation) approving the Guarantee and Security Documents and of all documents evidencing other necessary corporate or equivalent action of such Subsidiary and government approvals, if any, with respect to the Guarantee and Security Documents;

(g) a certificate of a senior officer of such Subsidiary certifying the names and true signatures of its officers authorized to sign the Guarantee and Security Documents to be delivered by it hereunder;

(h) to the extent the Equity Interests of such Subsidiary are certificated, and subject to the terms of the Intercreditor Agreement, certificates representing all of the issued and outstanding Equity Interests of such Subsidiary, duly endorsed in blank or with powers of attorney with respect thereto, and any consents which may be required to permit the pledge thereof to the Trustee pursuant to the relevant Security Documents and any subsequent disposition thereof by the Trustee in realizing on the Security constituted therein;

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(i) a favourable opinion of such Subsidiary's counsel as to such matters as the Trustee may reasonably request;
(j) an instrument of adhesion to the Intercreditor Agreement; and
(k) such other certificates, registrations, documentation and amendments as the Trustee may reasonably request.

7.30 Transactions with Affiliates.

The Issuer shall not, and shall not suffer or permit any other Subject Entity to, enter into any transaction including, without limitation, any management or consulting agreement, with any affiliate thereof (other than a Full Recourse Obligor) except on arm's length terms.

7.31 Limitations on Distributions.

The Issuer shall not make any Distributions except a Distribution where (i) no Default has occurred and is continuing at the time of, or would occur as a result of, such Distribution; (ii) no PIK Election has been made or deemed made at the time pursuant to Article 4; and (iii) such Distribution fits within one of the following baskets:

(a) the Total Debt/EBITDA Ratio, calculated on a pro forma basis after giving effect to such Distribution, is less than or equal to 3.5 to 1 with such Total Debt/EBITDA Ratio being based on the calculation thereof in the compliance certificate most recently delivered by the Issuer to the Trustee pursuant to Section 7.03(c);
(b) Distributions for paying any overhead, ordinary course expenses, audit costs, insurance premiums and/or tax obligations of the Holdcos in the ordinary course of business provided such Distributions shall not exceed $1,000,000 per annum; and
(c) Distributions to (or to permit the Holdcos to) redeem, retire, or otherwise acquire or retire for value any Equity Interests held by any current or former officer, director or employee in an amount of up to $2,500,000 annually; and
(d) Distributions to pay fees and expenses Incurred by the Holdcos in connection with a Qualified IPO.

(any such Distribution referenced in either clause (a) – (d) a "Permitted Distribution").

Any Distribution permitted by Section 7.31(a) shall be made in its entirety within 30 Business Days of the delivery to the Trustee of the applicable compliance certificate pursuant to Section 7.03(c).

7.32 Limitation on Disposition of Assets.

The Issuer shall not, and shall not suffer or permit any other Full Recourse Obligor to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one

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or a series of transactions) any of their respective property or assets or enter into any agreement to do any of the foregoing except:

(a) dispositions of inventory, or used, worn-out or surplus property, all in the ordinary course of business;

(b) the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of other equipment;

(c) the sale of equipment that is obsolete or no longer useful for the purposes of carrying on the business of the Full Recourse Obligor;

(d) dispositions from a Subject Entity to a Full Recourse Obligor;

(e) other dispositions of assets (with no specific requirement for the use of proceeds) not covered by Sections 7.32(a) - (d) or (f) provided that:

(i) the aggregate proceeds for all such dispositions shall not exceed $10,000,000 in any Fiscal Year;

(ii) the consideration received reflects the fair market value of the property sold; and

(iii) no Default exists at the time of such disposition or would arise immediately thereafter as a result of such disposition; and

(f) other dispositions of assets (with no specific requirement for the use of proceeds) not covered by Sections 7.32(a) - (e) provided that:

(i) the aggregate proceeds for all such dispositions shall not exceed $70,000,000;

(ii) the consideration received reflects the fair market value of the property sold; and

(iii) no Default exists at the time of such disposition or would arise immediately thereafter as a result of such disposition.

Notwithstanding the foregoing, the Issuer shall not, and shall not suffer any other Full Recourse Obligor to, effect any securitization of receivables.

7.33 Limitation on Restrictive Agreements.

The Issuer shall not, and shall not suffer or permit any other Subject Entity to, directly or indirectly, enter into, Incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Subject Entity, (i) to pay dividends or make other distributions to any Full Recourse Obligor

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with respect to its Equity Interests, (ii) to pay any Indebtedness owed to any Full Recourse Obligor, (iii) to make or permit to exist loans or advances to any Full Recourse Obligor, (iv) to make any payments to the Holders, or provide security or perform or observe any other covenants and agreements applicable to such Subject Entity, as and when required hereunder; or (v) to sell transfer, lease or otherwise dispose of any of its properties or assets to any Full Recourse Obligor; provided that the foregoing shall not apply to restrictions and conditions existing on the Issue Date or those imposed by law or by this agreement.

7.34 Sale and Leaseback.

The Issuer shall not, and will not allow any other Subject Entity to, enter into any arrangement with any Person providing for the leasing by any Subject Entity, in each case, as lessee, of property which has been or is to be sold or transferred by such Subject Entity to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or the lease obligation of such Subject Entity except to the extent that such arrangement complies with Sections 7.20 and 7.32.

7.35 First Lien Obligations.

The Issuer shall not, and shall not permit any Obligor to, make any amendment to the First Lien Documents unless permitted by the Intercreditor Agreement. The Issuer shall forthwith provide to the Trustee a copy of any amendment made with respect to the First Lien Documents.

7.36 Management.

The Issuer shall not suffer or permit prior to a Qualifier IPO any Senior Management to own any Equity Interest in the Issuer unless such Senior Management has become a limited recourse Guarantor as a result of the delivery to the Trustee, in form and substance satisfactory to the Trustee, of all of the following:

(a) a Management Guarantee and Management Pledge Agreement;

(b) to the extent the Equity Interests of the Borrower held by such Senior Management are certificated, certificates representing all of the issued and outstanding Equity Interests held by such Senior Management, duly endorsed in blank or with powers of attorney with respect thereto, and any consents which may be required to permit the pledge thereof to the Trustee pursuant to the relevant Management Pledge Agreements and any subsequent disposition thereof by the Trustee in realizing on the Security constituted therein;

(d) an instrument of adhesion to the Intercreditor Agreement; and

(e) such other certificates, registrations, documentation and amendments as the Trustee may reasonably request.*

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7.37 Offer to Repurchase Upon Change of Control.

(a) If a Change of Control occurs, unless the Issuer has exercised its right to redeem all of the Notes pursuant to Section 3.06, each Holder will have the right to require the Issuer to repurchase all or any part (in integral multiples of $1,000 except that no Note may be tendered in part if the remaining principal amount would be less than $2,000) of such Holder's Notes at a purchase price in cash equal to 101% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, the date of purchase.

Within 30 days following any Change of Control, unless the Issuer has exercised its right to redeem all of the Notes pursuant to Section 3.06, the Issuer will mail a notice (the "Change of Control Offer") to each Holder at the address appearing in the security register, with a copy to the Trustee, stating:

(1) that a Change of Control Offer is being made and that such Holder has the right to require the Issuer to purchase such Holder's Notes at a purchase price in cash equal to 101% of the principal amount of such Notes plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (the "Change of Control Payment");

(2) the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed) (the "Change of Control Payment Date");

(3) the procedures determined by the Issuer, consistent with this Indenture, that a Holder must follow in order to have its Notes repurchased;

(4) that any Notes not tendered will continue to accrue interest in accordance with the terms of this Indenture;

(5) that, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;

(6) that Holders will be entitled to withdraw their election if the Depository or Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered for purchase and a statement that such Holder is unconditionally withdrawing its election to have such Notes purchased;

(7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and

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(8) the other instructions, as determined by the Issuer, consistent with this Section 7.37, that a Holder must follow.

The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (A) the notice is mailed in a manner herein provided and (B) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder's failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect.

(b) On or before the Change of Control Payment Date, the Issuer will, to the extent lawful:

(1) accept for payment all Notes or portions of Notes (equal to $2,000 or larger integral multiples of $1,000) properly tendered pursuant to the Change of Control Offer;

(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes so tendered; and

(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer.

(c) The Paying Agent will promptly pay to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or larger integral multiples of $1,000.

(d) If the Change of Control Payment Date is on or after an interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, will be paid on the relevant Interest Payment Date to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders who tender pursuant to the Change of Control Offer.

(e) The Issuer will not be required to make a Change of Control Offer upon a Change of Control if:

(i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer; or

(ii) a notice of redemption for all of the outstanding Notes has been given pursuant to this Indenture unless and until there is a default in payment of the applicable redemption price, plus accrued and unpaid interest to, but excluding, the proposed redemption date.

A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

(f) The Issuer will comply, to the extent applicable, with the requirements of Applicable Securities Laws with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of Applicable Securities Laws conflict with provisions of this Indenture, the Issuer will comply with the Applicable Securities Laws and will not be deemed to have breached its obligations under this Indenture by virtue of the conflict. In addition, the Issuer will not be deemed to have breached its obligations described in this Indenture if it does not make a Change of Control Offer to holders resident outside of Canada or the United States.

(g) Other than as specifically provided in this Section 7.37, any purchase pursuant to this Section 7.37 shall be made pursuant to the provisions of Section 3.02, 3.05 and 3.06.

7.38 Withholding Taxes and Other Taxes.

(a) The Issuer shall make all its payments under or with respect to the Notes free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (hereinafter "Taxes") imposed or levied by or on behalf of the government of Canada or any political subdivision or any authority or agency therein or thereof having power to tax, or any other jurisdiction in which the Issuer or any Guarantor is resident for tax purposes, or any jurisdiction from or through which payment is made on behalf of the Issuer (each a "Relevant Taxing Jurisdiction"), unless the Issuer is required to withhold or deduct Taxes by law or by the interpretation or administration thereof.

(b) If the Issuer is required to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes, the Issuer shall pay as additional interest such additional amounts ("Additional Amounts") as may be necessary so that the net amount received by a Holder (including Additional Amounts) after such withholding or deduction shall not be less than the amount such Holder would have received if such Taxes had not been withheld or deducted; provided, however, that the foregoing obligation to pay Additional Amounts does not apply to (1) any Taxes that would not have been so imposed but for the existence of any present or former connection between the relevant Holder or beneficial owner (or between a

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fiduciary, settlor, beneficiary, partner, member or shareholder of, or possessor of power over the relevant Holder or beneficial owner, if the relevant Holder or beneficial owner is an estate, nominee, trust, partnership or corporation) and the Relevant Taxing Jurisdiction (including, without limitation, being a citizen or resident, domicile or national of, incorporated in or carrying on a business or having a permanent establishment in the Relevant Taxing Jurisdiction in which such Taxes are imposed) other than the mere receipt of such payment or the ownership or holding outside of Canada of such Note; (2) any estate, inheritance, gift, sales, excise, transfer, value added, personal property tax or similar tax, assessment or governmental charge; (3) any Taxes payable otherwise than by deduction or withholding from payments on the Notes; or (4) any Taxes imposed to the extent the relevant Holder or beneficial owner of the Note fails to complete, execute and deliver to the Issuer any form or document to the extent applicable to such Holder or beneficial owner that may be required by law (including any applicable tax treaty) or by reason of administration of such law by a governmental authority of the appropriate Relevant Taxing Jurisdiction and which is reasonably requested in writing to be delivered to the Issuer in order to enable the Issuer to make payments on the Notes without deduction or withholding for Taxes, or with deduction or withholding of a lesser amount, which form or document shall be delivered within 60 days of a written request therefor by the Issuer; nor shall the Issuer pay Additional Amounts (a) to any Holder or beneficial owner of the Notes with which the Issuer does not deal at arm's length (within the meaning of the Income Tax Act (Canada)) at the time of making such payments; (b) with respect to any payment of principal of, or premium, if any, on or interest on such Note to any Holder who is a fiduciary, partnership or limited liability company or any person other than the sole beneficial owner of such payment, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual Holder of such Note; (c) to any Holder or beneficial owner of the Notes that is a "specified non-resident shareholder" of the Issuer or non-resident Person who was not dealing at arm's length with a "specified shareholder" of the Issuer for the purposes of subsection 18(5) of the Income Tax Act (Canada); (d) U.S. withholding taxes imposed by FACTA; or (d) any combination of items (1) through (4) and (a) through (d) above.

(c) "FACTA" means Sections 1471 through 1474 of the Code, as amended from time to time, or any successor version that is substantially comparable, and any current or future regulations or official interpretations thereof and any agreements entered.

(d) The Issuer shall pay the amount withheld or deducted to the relevant governmental authority on a timely basis in accordance with Applicable Law. As soon as practicable, the Issuer shall provide the Trustee with official receipts or other documentation satisfactory to the Trustee evidencing the payment of the Taxes with respect to which Additional Amounts are paid.

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(e) Whenever in this Indenture there is mentioned, in any context:

(i) the payment of principal;
(ii) purchase prices in connection with a purchase of Notes;
(iii) interest; or
(iv) any other amount payable on or with respect to any of the Notes,

such reference shall be deemed to include payment of Additional Amounts as described in this Section 7.38 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

The Issuer shall indemnify a Holder, within 30 Business Days after written demand therefor, for the full amount of any Taxes paid by such Holder to a governmental authority of a Relevant Taxing Jurisdiction, on or with respect to any payment by on or account of any obligation of the Issuer to withhold or deduct, for which it did not withhold or deduct, an amount on account of Taxes for which the Issuer would have been obliged to pay Additional Amount hereunder and any penalties, interest and reasonable expenses arising therefrom or with respect thereto.

(f) The Issuer shall pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any Relevant Taxing Jurisdiction from the execution, delivery, enforcement or registration of the Notes, this Indenture or any other document or instrument in relation thereof, or the receipt of any payments with respect to the Notes (other than Taxes that are excluded from the Additional Amounts as provided in this Section 7.38), and the Issuer shall indemnify the Holders for any such taxes paid by such Holders.

(g) The obligations described in this Section 7.38 shall survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any jurisdiction in which any Successor Person to the Issuer is a resident or any political subdivision or taxing authority or agency thereof or therein.

7.39 Annual Rating.

The Issuer will maintain a rating of the Notes from any one of S&P, Moody's or DBRS, provided that, no specific credit rating in respect of the Notes shall be required to be obtained or maintained by the Issuer.

7.40 Foreign Bank Accounts.

The Issuer shall not suffer or permit the aggregate balance in the Foreign Bank Accounts at any time to exceed $500,000.

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7.41 PPSA Acknowledgements.

The Issuer shall use its commercially reasonable efforts to obtain, subsequent to the Issue Date, customary acknowledgements with respect to the PPSA registrations set forth in Schedule B.

ARTICLE 8
DEFAULTS AND REMEDIES

8.01 Events of Default.

(a) failure to make payment of any fee or interest on any Note when due, and the continuance of such default for 15 days;

(b) failure to make payment of principal of or premium, if any, on any Note when due, whether at its Maturity Date, upon Mandatory Redemption, upon optional redemption, upon required repurchase, upon declaration of acceleration or otherwise;

(c) the non-payment of any amount due hereunder or under any other Notes Document (except as provided in clauses (a) and (b) above) within 15 days after the due date therefor;

(d) failure by the Issuer to comply with its obligations under Sections 3.08 or 7.37;

(e) the commencement of proceedings for the dissolution, liquidation or winding-up of any Subject Entity or either Holdco or for the suspension of the operations of any Subject Entity or either Holdco except as permitted pursuant to the proviso in Section 7.04 or 7.21 (provided that, if such proceedings are commenced by another Person, such proceedings shall only constitute an Event of Default if (i) such proceedings are not being diligently defended or (ii) such proceedings have not been discharged, vacated or stayed within 30 days after commencement);

(f) any Subject Entity or either Holdco is adjudged or declared bankrupt or insolvent or admits in writing its inability to pay debts as they become due or makes an assignment for the general benefit of creditors, petitions or applies to any tribunal for the appointment of a receiver or trustee for it or for any part of its property (or such a receiver or trustee is appointed for it or any part of its property), or files a notice of intention to file a proposal, or commences (or any other Person commences) any proceedings relating to it under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction whether now or hereafter in effect (provided that, if such proceedings are commenced by another Person, such proceedings shall only constitute an Event of Default if (i) such proceedings are not being diligently defended or (ii) such proceedings have not been discharged, vacated or stayed within 30 days after commencement), or by any act indicates its consent to, approval of, or acquiescence in, any such proceeding for it or for any part of its property, or suffers the

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appointment of any receiver or trustee, sequestrator or other custodian for it or any such part of its property;

(g) any representation or warranty made or deemed made by any Subject Entity or either Holdco in any Notes Document or in any other document, agreement or instrument delivered pursuant hereto or thereto or referred to herein or therein proves to have been incorrect in any material respect when made or furnished which has not been remedied within fifteen Business Days after written notice to do so has been given by the Trustee to the Issuer.

(h) the breach or failure of due observance or performance by the Issuer of Sections 3.08(a), 7.21 or 7.37;

(i) the breach or failure of due observance or performance by any Subject Entity, either Holdco or any Senior Management of any covenant or provision of any of the Notes Documents, other than those heretofore or hereafter dealt with in this Section 8.01, or of any other document, agreement or instrument delivered pursuant hereto or thereto or referred to herein or therein which is not remedied within 30 Business Days after written notice to do so has been given by the Trustee to the Issuer;

(j) a writ, execution, attachment or similar process is issued or levied against all or any portion of (x) the Holdco LP Collateral or the Management Collateral or (y) the property or assets of the Subject Entities in connection with any judgment against any Subject Entity or either Holdco LP, as applicable, in excess of $20,000,000 thereof and, in each case, such writ, execution, attachment or similar process is not released, bonded, satisfied, discharged, vacated or stayed within thirty days after its entry, commencement or levy;

(k) one or more encumbrances or lienors enforce their security or other remedies against any part of the property or assets of the Subject Entities having a fair market value in excess of $10,000,000 or against any part of the Holdco LP Collateral or the Management Collateral;

(l) any Subject Entity (i) fails to make any payment in respect of any Indebtedness having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $20,000,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the relevant document on the date of such failure without waiver by the holder thereof; or (ii) fails to perform or observe any condition or covenant, or any other event shall occur or condition exist, under any agreement or instrument relating to any such Indebtedness and the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) have not waived such failure and are able

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to cause such Indebtedness to be declared to be due and payable prior to its stated maturity or such Indebtedness which is a contingent obligation has become payable on notice;

(m) any one or more of the Security Documents, the Holdco Pledge Agreement or the Management Pledge Agreements is determined by a court of competent jurisdiction not to be valid and enforceable by the Trustee against the relevant Obligor, and any such document has not been replaced by a valid and enforceable document and equivalent in effect to such document, assuming such document had originally been valid and enforceable, in form and substance acceptable to the Trustee, within thirty (30) days of such determination, provided, however, that such grace period shall only be provided if the relevant Obligor actively cooperates with the Trustee to so replace such document; or

(n) if: (i) a Subject Entity or ERISA Affiliate fails to pay when due any material amounts required to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof, (ii) a notice of intent to terminate any Plan shall have been filed with the PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified any Subject Entity or any ERISA Affiliate that a Plan may become a subject of any such proceedings, (iii) any Subject Entity, including by reason of liability of any ERISA Affiliate, shall have Incurred, or is reasonably expected to Incur, any material liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, (iv) any Subject Entity or any ERISA Affiliate withdraws from any Multiemployer Plan or fails to make any contribution or payment to any Multiemployer Plan which such Subject Entity or any ERISA Affiliate may be required to make under any agreement relating to such Multiemployer Plan, (v) any Subject Entity fails to administer or maintain a Non-U.S. Plan in compliance with the requirements of any and all Applicable Laws, statutes, rules, regulations or court orders or any Non-U.S. Plan is involuntarily terminated or wound up or, (vi) any Subject Entity becomes subject to the imposition of a financial penalty (which for this purpose shall mean any tax, penalty or other liability, whether by way of indemnity or otherwise) with respect to one or more Non-U.S. Plans; and any such event or events described in clauses (i) through (vi) above, either individually or together with any other such event or events, could reasonably be expected to have a Material Adverse Effect (as used in this Section 6.01(m), the terms "employee benefit plan" and "employee welfare benefit plan" shall have the respective meanings assigned to each such term in section 3 of ERISA).

However, a default under clause (i) of this Section 8.01 will not constitute an Event of Default until the Trustee or the Holders of 25% in principal amount of the outstanding Notes notify the Issuer of the Default and the Issuer does not cure such Default within the time specified in clause (i) of this Section 8.01 after receipt of such notice.

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8.02 Acceleration.

(a) If an Event of Default (other than an Event of Default described in Section 8.01(e) or 8.01(f) with respect to any Subject Entity or either Holdco) occurs and is continuing and the Trustee has been notified in compliance with Article 9, the Trustee will send, by notice in writing specifying the Event of Default and that it is a "notice" to the Issuer, or the Holders of at least 25% in principal amount of the outstanding Notes by notice to the Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium (including, without duplication, the Canada Yield Price for the then outstanding Notes) and accrued and unpaid interest and fees, if any, on all the Notes to be due and payable. Upon such a declaration, such principal, premium (including, without duplication, the Canada Yield Price for the then outstanding Notes) and accrued and unpaid interest will be due and payable immediately.

(b) If an Event of Default described in Section 8.01(e) or 8.01(f) occurs and is continuing with respect to any Subject Entity or either Holdco, the principal of, premium (including, without duplication, the Canada Yield Price for the then outstanding Notes) and accrued and unpaid interest and fees on all the Notes shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders.

8.03 Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of, premium (including, without duplication, the Canada Yield Price for the then outstanding Notes), fees and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

8.04 Waiver of Past Defaults.

The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all Holders waive any existing Default and its consequences hereunder, except:

(a) a continuing Default in the payment of the principal of, premium, if any, fees or interest on any Note held by a non-consenting Holder (including in connection with a Change of Control Offer); and

(b) a Default with respect to a provision that under Article 11 cannot be amended without the consent of each Holder affected,

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provided, that subject to Section 8.02, the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related Default caused by non-payment of the Notes that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

8.05 Control by Majority.

The Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture, the Notes, or the other Notes Documents or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability or expense for which the Trustee has not received indemnification or security reasonably satisfactory to it.

8.06 Limitation on Suits.

Subject to Section 8.07, no Holder of a Note may pursue any remedy with respect to this Indenture or the Notes unless:

(1) such Holder has previously given the Trustee notice that an Event of Default is continuing;

(2) Holders of at least 25% in aggregate principal amount of the then outstanding Notes have requested the Trustee to pursue the remedy;

(3) such Holders have offered the Trustee security and/or indemnity reasonably satisfactory to it against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security and/or indemnity; and

(5) the Holders of a majority in aggregate principal amount of the then outstanding Notes have not given the Trustee a direction that, in the opinion of the Trustee, is inconsistent with such request within such 60-day period.

Notwithstanding the foregoing, in no event may any Holder enforce any Lien of the Trustee pursuant to the Notes Documents. The Trustee's ability to foreclose upon and sell the Secured Assets, the Holdco LP Collateral or the Management Collateral upon an Event of Default will be subject to the terms of the Intercreditor Agreement and the other Notes Documents and limitations under bankruptcy and local laws. A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder.

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8.07 Rights of Holders to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of, premium, if any, and interest on its Note, on or after the respective due dates expressed or provided for in such Note (including in connection with a Change of Control Offer), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

8.08 Collection Suit by Trustee.

If an Event of Default specified in Section 8.01(a) or 8.01(b) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuer and any other Obligor on the Notes for the whole amount of principal of, premium, if any, fees and interest remaining unpaid on the Notes, together with interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and outside counsel.

8.09 Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceedings, the Issuer, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding has been instituted.

8.10 Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Article 2, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy are, to the extent permitted by law, cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

8.11 Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

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8.12 Trustee May File Proofs of Claim.

The Trustee may file proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and outside counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Issuer (or any other Obligor on the Notes, including the Guarantors), its creditors or its property and is entitled and empowered to participate as a member in any official committee of creditors appointed in such matter and to collect, receive and distribute any money or other property payable or deliverable on any such claims. Any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and outside counsel, and any other amounts due to the Trustee under Section 9.06. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due to the Trustee under Section 9.06 out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

8.13 Priorities.

(a) Subject in all cases to the Intercreditor Agreement, with respect to any Secured Asset, the Holdco LP Collateral and the Management Collateral, if the Trustee collects any money or property pursuant to this Article 8, or pursuant to the foreclosure or other remedial provisions contained in the Notes Documents, it shall pay out the money in the following order:

(1) to the Trustee and its agents and outside attorneys for amounts due under Section 9.06, including payment of all compensation, expenses and liabilities Incurred, and all advances made, by the Trustee and the costs and expenses of collection and to the Trustee for fees and expenses Incurred under the Notes Documents;

(2) to the Holders pro-rata in accordance with the amounts due to each Holder hereunder; and

(3) to the Issuer or to such party as a court of competent jurisdiction shall direct, including a Guarantor, if applicable.

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(b) The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 8.13. Promptly after any record date is set pursuant to this Section 8.13, the Trustee shall cause notice of such record date and payment date to be given to the Issuer and to each Holder in the manner set forth in Section 15.02.

8.14 Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in such suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys' fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 8.14 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 8.07, or a suit by Holders of more than 10% in aggregate principal amount of the then outstanding Notes.

ARTICLE 9 TRUSTEE

9.01 Duties of Trustee.

(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent trustee would exercise or use under the circumstances.

(b) Except during the continuance of an Event of Default:

(1) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2) the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture.

(1) this paragraph does not limit the effect of paragraph (b) of this Section 9.01;

(2) the Trustee shall not be liable for any error of judgment made in good faith, unless it is proved in a court of competent jurisdiction that the Trustee was grossly negligent in ascertaining the pertinent facts; and

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(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 8.05.

(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 9.01.

(e) The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders unless the Holders have offered to the Trustee indemnity and/or security reasonably satisfactory to it against any loss, liability or expense.

(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

9.02 Rights of Trustee.

(a) The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval or other paper or document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine in good faith to make such further inquiry or investigation, it shall be entitled upon reasonable notice during normal business hours to examine the books, records and premises of the Issuer, personally or by agent or attorney at the sole cost of the Issuer and shall Incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(b) Before the Trustee acts or refrains from acting, it may require an Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers' Certificate or Opinion of Counsel. The Trustee may consult with counsel or other advisors of its selection and the advice of such counsel, other advisors or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care.

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(d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer, any other Subject Entity or any of the Holdcos shall be sufficient if signed by an Officer of the Issuer, such Guarantor other Subject Entity or such Holdcos.

(f) None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to Incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is not assured to it.

(g) The Trustee shall not be deemed to have notice or knowledge of any Default or Event of Default unless written notice of any event which is in fact such a Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the existence of a Default or Event of Default, the Notes and this Indenture.

(h) In no event shall the Trustee be responsible or liable for special, punitive, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(i) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each director, officer, employee agent, custodian and other Person employed to act hereunder.

(j) The Trustee may request that the Issuer deliver an Officers' Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers' Certificate may be signed by any person authorized to sign an Officers' Certificate, including any Person specified as so authorized in any such certificate previously delivered and not superseded.

(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

(l) The Trustee shall have no obligation to invest or reinvest any Cash held in the absence of timely and specific written investment direction from the Issuer. In no event shall the Trustee be liable for the selection of investments or for investment losses Incurred thereon. The Trustee shall have no liability in respect of losses

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Incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Issuer to provide timely written investment direction.

9.03 Individual Rights.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or any affiliate of the Issuer with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days or resign. The Trustee is also subject to Article 9, as applicable.

9.04 Disclaimer.

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture, the Notes or the other Notes Documents, it shall not be accountable for the Issuer's use of the proceeds from the Notes or any money paid to the Issuer or upon the Issuer's direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than the Trustee's certificate of authentication on the Notes.

9.05 Notice of Defaults.

If a Default occurs and is continuing and the Trustee has been notified of such a Default in writing, the Trustee must mail to each Holder notice of the Default within 90 days of such written notice.

9.06 Compensation and Indemnity.

(a) The Issuer shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall agree in writing from time to time. The Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses Incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the respective agents and outside counsel of the Trustee. The Trustee shall provide the Issuer reasonable notice of any expenditure not in the ordinary course of business. Any amount that remains unpaid 30 days after invoicing shall Incur interest at the rated then charged by the Trustee to its corporate clients. This amount shall continue to be outstanding even after the resignation or removal of the Trustee or the termination of this Indenture in accordance with Article 9 herein.

(b) The Issuer shall indemnify the Trustee, including its affiliates, officers, directors, employees and agents, for, and hold the Trustee, including its affiliates, officers, directors, employees and agents, and any predecessor harmless from and against,

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any and all loss, damage, claims, liability or expense (including reasonable attorneys' fees and expenses) Incurred by it in connection with the acceptance or administration of this trust and the performance of its duties hereunder and under the Notes and the other Notes Documents (including the costs and expenses of enforcing this Indenture, the Notes and other Notes Documents against the Issuer or any Guarantor or any Holdco (including this Section 9.06) or defending itself against any claim whether asserted by any Holder, the Issuer or any Guarantor or any Holdco, or liability in connection with the acceptance, exercise or performance of any of its powers or duties hereunder). The Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. The Issuer shall defend the claim and the Trustee may have separate counsel and the Issuer shall pay the reasonable fees and expenses of one such counsel (and any appropriate local counsel). The Issuer need not reimburse any expense or indemnify against any loss, liability or expense Incurred by the Trustee through the Trustee's own willful misconduct, gross negligence or bad faith.

(c) The obligations of the Issuer under this Section 9.06 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee.

(d) To secure the payment obligations of the Issuer in this Section 9.06, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, as the case may be. Such Lien shall survive the satisfaction and discharge of this Indenture.

(e) Without prejudice to any other rights available to the Trustee under Applicable Law, when the Trustee Incurs expenses or renders services after an Event of Default specified in Section 8.01(e) or 8.01(f), the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

9.07 Replacement of Trustee.

(a) The Trustee may resign in writing at any time by giving 30 days prior notice of such resignation to the Issuer or such shorter period as the Issuer may accept and be discharged from the trust hereby created by so notifying the Issuer. The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuer in writing. The Issuer may remove the Trustee if:

(1) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(2) a receiver or public officer takes charge of the Trustee or its property; or

(3) the Trustee becomes incapable of acting.

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(b) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuer shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the successor Trustee to replace it with another successor Trustee.

(c) If a successor Trustee does not take office within 45 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the Issuer's expense), the Issuer or the Holders of at least 10% in aggregate principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

(d) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided that all sums owing to the Trustee hereunder have been paid and such transfer shall be subject to the Lien provided for in Section 9.06. Notwithstanding replacement of the Trustee pursuant to this Section 9.07, the Issuer's obligations under Section 9.06 shall continue for the benefit of the retiring Trustee.

(e) As used in this Section 9.07, the term "Trustee" shall also include each Agent.

9.08 Force Majeure.

(a) In no event shall the Trustee be responsible or liable, or held in breach of this Indenture, for any failure or delay in the performance of its obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services; performance times under this Indenture shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section.

9.09 Privacy.

The Issuer acknowledges that the Trustee may, in the course of providing services hereunder, collect or receive financial and other information about the Issuer and/or its representatives, as individuals, and use such information for the following purposes: (a) to provide the services required under this Indenture and other services that may be requested from time to time; (b) to help the Trustee manage its servicing relationships with the Issuer and its representatives; and (c) to meet the Trustee's legal and regulatory requirements.

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The Issuer acknowledges and agrees that the Trustee may receive, collect, use and disclose personal information provided to it or acquired by it in the course of this Indenture for the purposes described above and, generally, in the manner and on the terms described in its privacy code, which the Trustee shall make available on its website or upon request, including revisions thereto. Some of this personal information may be transferred to servicers outside of Canada for data processing and/or storage. Further, the Issuer agrees that it shall not provide or cause to be provided to the Trustee any personal information relating to an individual who is not a representative of the Issuer.

9.10 Environmental Indemnity.

(a) The Issuer hereby indemnifies and holds harmless the Trustee, its affiliates, directors, officers, employees, representatives and agents, and all of their respective representatives, heirs, successors and assigns (collectively, the "Indemnified Parties") against any loss, suits, actions, damages, obligations, fines, penalties, charges, expenses, claims, proceedings, judgements, liability or asserted liability including strict liability and including costs and expenses of abatement and remediation of spills or releases of contaminants and including liabilities of the Indemnified Parties to third parties, including any federal, state, provincial, territorial or local government, agency, department, or ministry, (each a "Governmental Authority") arising as a result of any order, investigation or action by any Governmental Authority relating to the Issuer, or its business or real property interests of the Issuer, or arising in respect of bodily injuries, property damage, damage to or impairment of the environment or any other injury or damage and including liabilities of the Indemnified Parties to third parties for the third parties' foreseeable and unforeseeable consequential damages Incurred as a result of:

(i) the release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, leeching or migration of any element or compound in or into the indoor or outdoor environment (each an "Indemnified Release") of any solid, liquid, gas, odour, radiation or combination of any of them that may (i) injure or damage plant or animal life, (ii) adversely affect the health of any individual, (iii) render any property or plant or animal life unfit for use by humans, or (iv) interfere with the normal course of business (each an "Indemnified Contaminant"), the threat of the Indemnified Release of a Indemnified Contaminant, or the presence of any Indemnified Contaminant, by any means or for any reason, any real property of the Issuer comprising security under this Indenture, whether or not the Indemnified Release or presence of the Indemnified Contaminant was under the control, care or management of the Issuer or of a previous owner, or of a tenant;

(ii) any Indemnified Contaminant present on or released from any contiguous property to the mortgaged property of the Issuer;

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(iii) any costs Incurred by any Governmental Authority or any other person or damages from injury to, destruction of, or loss of natural resources in relation to any real property of the Issuer comprising security under this Indenture or personal property located thereon, including reasonable costs of assessing such injury, destruction or loss Incurred under any Applicable Law relating to pollution or protection of the environment, ecology or public health or safety, including, Applicable Laws relating to emissions, discharges, Indemnified Releases or threatened Indemnified Releases of Indemnified Contaminants (collectively, "Indemnified Environmental Laws");

(iv) liability for personal injury or property damages arising by reason of any civil law offenses or quasi-offenses or under any statutory or common law tort or similar theory, including, without limitation, damages assessed for the maintenance of a public or private nuisance or for the carrying on of a dangerous activity at, near or with respect to any real property of the Issuer comprising security under this Indenture or elsewhere; and

(v) the breach or alleged breach of any Indemnified Environmental Laws by the Issuer, and any other environmental matter affecting any real property of the Issuer comprising security under this Indenture or the operations and activities of the Issuer within the jurisdiction of any Governmental Authority.

(b) For purposes of this Section 9.10, "liability" shall include (i) liability of an Indemnified Party for costs and expenses of abatement and remediation of spills and releases of Indemnified Contaminants, (ii) liability of an Indemnified Party to a third party to reimburse the third party for bodily injuries, property damages and other injuries or damages which the third party suffers, including (to the extent, if any, that the Indemnified Party is liable therefore) foreseeable and unforeseeable consequential damages suffered by the third party and (iii) liability of the Indemnified Party for damage suffered by the third party, (iv) liability of an Indemnified Party for damage to or impairment of the environment and (v) liability of an Indemnified Party for court costs, expenses of alternative dispute resolution proceedings, and fees and disbursements of expert consultants and legal counsel on a solicitor and client basis.

(c) The obligations of the Issuer to the Indemnified Parties under this Section 9.10 shall be joint and several and shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee, as the case may be.

9.11 Notice of Violation.

To the extent permitted by law, the Issuer will notify the Trustee of any material violation of any Indemnified Environmental Laws relating to the business or property of the Issuer or of any notice, whether actual or threatened, including any investigation, non-routine inspection or

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material inquiry by any Governmental Authority in connection with any Indemnified Environmental Laws relating to the business or property of the Issuer. The Issuer shall, to the extent permitted by law, promptly forward to the Trustee copies of all orders and notices received from Governmental Authorities relating to environmental matters and all environmental site assessments relating to any real property comprising security under this Indenture, whether such assessments are produced internally or by external consultants. The Issuer will ensure that all necessary permits and licenses required by the Issuer to maintain its ongoing business are obtained as required and remain in good standing.

9.12 Compliance with Laws.

The Issuer will ensure its compliance with the requirements of all Indemnified Environmental Laws, except where such non-compliance would not reasonably be expected to have a Material Adverse Effect on the Issuer and Guarantors, taken as a whole.

9.13 Anti-Money Laundering.

The Trustee shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Trustee, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering or anti-terrorist or economic sanctions legislation, regulation or guideline. Further, should the Trustee, in its sole judgment, determine at any time that its acting under this Indenture has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist or economic sanctions legislation, regulation or guideline, then it shall have the right to resign on ten (10) days' written notice to the other parties to this Indenture, provided that (i) the Trustee's written notice shall describe the circumstances of such non-compliance; and (ii) if such circumstances are rectified to the Trustee's satisfaction within such ten (10) day period, then such resignation shall not be effective.

9.14 Acceptance of Trust.

The Trustee hereby accepts the trusts in this Indenture declared and provided for and agrees to perform the same upon the terms and conditions herein set forth and to hold all rights, privileges and benefits conferred hereby and by law in trust for the various Persons who shall from time to time be Holders, subject to all the terms and conditions herein set forth.

ARTICLE 10

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

10.01 Option to Effect Legal Defeasance or Covenant Defeasance.

The Issuer may, at its option and at any time, elect to have either Section 10.02 or 10.03 applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 10.

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10.02 Legal Defeasance and Discharge.

(a) Upon the Issuer's exercise under Section 10.01 of the option applicable to this Section 10.02, the Issuer, the Guarantors, the Holdcos and Senior Management, as applicable, shall, subject to the satisfaction of the conditions set forth in Section 10.04, be deemed to have been discharged from their obligations with respect to all outstanding Notes, Guarantees, Holdco LP Guarantee and Management Guarantees, as applicable, on the date the conditions set forth below are satisfied ("Legal Defeasance"). For this purpose, Legal Defeasance means that the Issuer, the Guarantors, the Holdcos and Senior Management shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, the Guarantees, the Holdco LP Guarantee and the Management Guarantees, as applicable, which shall thereafter be deemed to be "outstanding" only for the purposes of Section 10.05 and the other Sections of this Indenture referred to in (1) and (2) below, and to have satisfied all of their other obligations under such Notes, the Guarantees, the Holdco LP Guarantee and the Management Guarantees, as applicable, and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

(1) the rights of Holders of outstanding Notes issued under this Indenture to receive payments in respect of the principal of, or interest or premium, if any, on such Notes when such payments are due from the trust created pursuant to this Indenture referred to in Section 10.04;

(2) the Issuer's obligations with respect to the Notes issued under this Indenture concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for Note payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer's, the Guarantors' and the Holdcos' obligations in connection therewith; and

(4) this Section 10.02.

If the Issuer exercises the Legal Defeasance option, the Liens on the Secured Assets, the Holdco LP Collateral and the Management Collateral will be released and Guarantees, the Holdco LP Guarantee and the Management Guarantees in effect at such time will terminate.

(b) Following the Issuer's exercise of its Legal Defeasance option, payment of the Notes may not be accelerated because of an Event of Default.

(c) Subject to compliance with this Article 10, the Issuer may exercise its option under this Section 10.02 notwithstanding the prior exercise of its option under Section 10.03.

10.03 Covenant Defeasance.

Upon the Issuer's exercise under Section 10.01 of the option applicable to this Section 10.03, the Issuer shall, subject to the satisfaction of the conditions set forth in Section 10.04, be released from their obligations under the covenants contained in Sections 7.03, 7.04, through 7.25, 7.29, 7.30, 7.31, 7.33, 7.34, 7.37 and Section 11.06, with respect to the outstanding Notes, and the Guarantors, the Holdco LP and Senior Management shall be deemed to have been discharged from their obligations with respect to all Guarantees, the Holdco LP Guarantee and the Management Guarantees, as applicable, on and after the date the conditions set forth in Section 10.04 are satisfied ("Covenant Defeasance"), and the Notes shall thereafter be deemed not "outstanding" for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed "outstanding" for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to this Indenture, the outstanding Notes, the Guarantees, the Holdco LP Guarantee and the Management Guarantees, the Issuer, the Guarantors, the Holdco LP and Senior Management may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 8.01, but, except as specified above, the remainder of this Indenture, such Notes, such Guarantees, such Holdco LP Guarantee and such Management Guarantees shall be unaffected thereby. In addition, upon the Issuer's exercise under Section 10.01 of the option applicable to this Section 10.03, subject to the satisfaction of the conditions set forth in Section 10.04, Sections 8.01(g), 8.01(h), and 8.01(i) (only with respect to covenants that are released as a result of such Covenant Defeasance), 8.01(j), 8.01(k), 8.01(l), 8.01(m), 8.01(n), or any of Sections 8.01(e) or 8.01(f) (solely with respect to any Subsidiary of the Issuer for purposes of such Sections 8.01(e) and 8.01(f) only), in each case shall not constitute Events of Default.

If the Issuer exercises the Covenant Defeasance option, the Liens on the Secured Assets, the Holdco LP Collateral and the Management Collateral will be released and Guarantees, the Holdco LP Guarantee and the Management Guarantees in effect at that time will terminate.

10.04 Conditions to Legal or Covenant Defeasance.

The following shall be the conditions to the exercise of either the Legal Defeasance option under Section 10.02 or the Covenant Defeasance option under Section 10.03 with respect to the Notes:

(1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in Canadian dollars or non-callable Government

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Securities, or a combination of Canadian dollars or non-callable Government Securities, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants in Canada, to pay the principal of, or interest and premium, if any, on the outstanding Notes issued thereunder on the Maturity Date or on the applicable redemption date, as the case may be, and the Issuer must specify whether the Notes are being defeased to maturity or to a particular redemption date;

(2) in the case of Legal Defeasance, the Issuer has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (a) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling or (b) since the Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel will confirm that, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Issuer has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the respective outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) in the case of Legal Defeasance or Covenant Defeasance, the Issuer has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee and qualified to practice in Canada or a ruling from the Canada Revenue Agency to the effect that holders of the outstanding Notes will not recognize income, gain or loss for Canadian federal, provincial or territorial income tax or other tax purposes as a result of such Legal Defeasance or Covenant Defeasance, as applicable, and will only be subject to Canadian federal, provincial income tax, non-resident withholding tax and other taxes on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance or Covenant Defeasance, as applicable, had not occurred;

(5) based on an Opinion of Counsel, such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than this Indenture) to which the Issuer, and other Full Recourse Obligor or any Holdco is a party

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or by which the Issuer, any other Full Recourse Obligor or any Holdco is bound;

(6) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings);

(7) the Issuer must deliver to the Trustee an Officers' Certificate stating that, at the time of the deposit, the Issuer was not an "insolvent person" (as defined in the Bankruptcy and Insolvency Act (Canada)) and that the deposit was not made by the Issuer with the intent of preferring the holders of Notes over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or others;

(8) the Issuer must deliver to the Trustee an Officers' Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding creditors of the Issuer or others; and

(9) the Issuer must deliver to the Trustee an Officers' Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

10.05 Deposited Money and Non-Callable Government Securities to Be Held in Trust; Other Miscellaneous Provisions.

(a) Subject to Section 10.06, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee pursuant to Section 10.04 in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as Paying Agent) as the Trustee may determine, to the Holders of all sums due and to become due thereon in respect of principal, premium, and interest but such money need not be segregated from other funds except to the extent required by law.

(b) The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 10.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders.

(c) Anything in this Article 10 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the request of the Issuer any money or

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non-callable Government Securities held by it as provided in Section 10.04 which, in the opinion of a nationally recognized firm of independent public accountants in Canada expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 10.04(1)), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. To the extent the Trustee is required to make any investment decisions with respect to the foregoing, it shall receive written investment instructions from the Issuer.

10.06 Repayment to the Issuer.

Subject to any applicable abandoned property law, any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium, or interest on any Note and remaining unclaimed for two years after such principal, premium, or interest has become due and payable shall be paid to the Issuer on its written request or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer cause to be published once, in The National Post or The Globe and Mail (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Issuer.

10.07 Reinstatement.

If the Trustee or Paying Agent is unable to apply any Canadian dollars or non-callable Government Securities in accordance with Section 10.02 or 10.03, as the case may be, by reason of any order or judgment of any court or Governmental Authority enjoining, restraining or otherwise prohibiting such application, then the Issuer's, the Guarantors' and the Holdco LP's obligations under the Notes Documents shall be revived and reinstated as though no deposit had occurred pursuant to Section 10.02 or 10.03 until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 10.02 or 10.03, as the case may be; provided that, if the Issuer makes any payment of principal of, premium, or interest on any Note following the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE 11 AMENDMENT, SUPPLEMENT AND WAIVER

11.01 Without Consent of Holders.

(a) Notwithstanding Section 11.02, without the consent of any Holder, the Issuer, and the Trustee, as applicable, may amend or supplement this Indenture, and the other Notes Documents to:

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(1) cure any ambiguity, omission, defect or inconsistency;

(2) subject to the requirements of Section 7.21, provide for the assumption of the obligations of the Issuer, any Guarantor or any Holdco under this Indenture or any other Notes Documents;

(3) add Guarantees with respect to the Notes or release a Guarantor, any Holdco or Senior Management from its obligations under its Guarantee, the Holdco LP Guarantee or the Management Guarantees, as applicable, in accordance with the applicable provisions of this Indenture;

(4) add to the covenants of the Issuer for the benefit of the Holders, add Events of Default or surrender any right or power conferred upon the Issuer;

(5) make any change that, based on the Opinion of Counsel, does not adversely affect the rights of any Holder in any material respect;

(6) comply with any requirement of the Canada Business Corporations Act relating to trust indentures;

(7) comply with any requirement of the SEC in connection with the qualification of this Indenture under the Trust Indenture Act;

(8) provide for the appointment of a successor Trustee; provided that the successor trustee is otherwise qualified and eligible to act as such under the terms of this Indenture;

(9) make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of Applicable Securities Law and (B) such amendment does not materially and adversely affect the rights of Holders to transfer Notes;

(10) provide for or confirm the issuance of Additional Notes in accordance with the terms of this Indenture; or

(11) make amendments to conform this Indenture to align with the mechanics set out in the Intercreditor Agreement.

(b) Upon the request of the Issuer and upon receipt by the Trustee of the documents described in Section 15.03, the Trustee shall join with the Issuer, the Guarantors and the Holdcos in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the

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Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

11.02 With Consent of Holders.

(a) Except as provided below in this Section 11.02, the Trustee shall have the power to assent to any amendment or supplement to this Indenture, the other Notes Documents and the Holdco LP Documents with the consent of the Holders of a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a Default in payment resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the other Notes Documents or the Holdco LP Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with the purchase of, or tender offer or exchange offer for, Notes). Section 2.12 and Section 2.13 shall determine which Notes are considered to be "outstanding" for the purposes of this Section 11.02.

(b) Upon the request of the Issuer and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 15.03, the Trustee shall join with the Issuer in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may, relying on the Opinion of Counsel, but shall not be obligated to, enter into such amended or supplemental indenture.

(c) It shall not be necessary for the consent of the Holders under this Section 11.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.

(d) After an amendment, supplement or waiver under this Section 11.02 becomes effective, the Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

(e) Without the consent of each affected Holder, an amendment, supplement or waiver under this Section 11.02 may not (with respect to any Notes held by a non-consenting Holder):

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(1) reduce the principal amount of Notes whose Holders must consent to an amendment;

(2) reduce the rate of or extend the stated time for payment of interest, if any, on any Note;

(3) reduce the principal of or extend the Stated Maturity of any Note;

(4) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the Notes issued under this Indenture (except a rescission of acceleration of the Notes issued under this Indenture by the Holders of at least a majority in aggregate principal amount of the Notes issued under this Indenture with respect to a Default in payment and a waiver of same that resulted from such acceleration);

(5) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased pursuant to Section 3.08 or Section 7.37; provided that amendments to the definition of "Change of Control" shall not require the consent of each Holder affected;

(6) make any Note payable in a currency other than that stated in the Note;

(7) impair the right of any Holder to receive payment of principal, premium, if any, and interest on such Holder's Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder's Notes;

(8) make any change in the amendment provisions that require each Holder's consent or in the waiver provisions;

(9) modify any Guarantee, the Holdco LP Documents or the Security Documents in any manner, taken as a whole, materially adverse to the Holders;

(10) release any Guarantor from any of its obligations under its Guarantee, any Holdco from any of its obligations under the Holdco LP Guarantee, or Senior Management form any of their obligations under the Management Guarantees, or any Liens on any collateral under the Notes Documents, in each case except in compliance with the terms thereof and this Indenture (including in a transaction permitted by Section 7.32); or

(11) make any change to or modify the ranking of the Notes that would adversely affect the Holders.

(f) Without the consent of the Holders of at least 66 2/3% in principal amount of Notes then outstanding no amendment, supplement or waiver may modify the provisions

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in this Indenture dealing with the application of trust moneys in any manner which, taken as a whole, are materially adverse to the Holders or otherwise release any Obligor from the Liens of the Notes Documents if such release would amount to all or substantially all of the Obligors’ assets and property, other than in accordance with this Indenture and the Notes Documents (including in a transaction permitted by Section 7.32); and

(g) A consent to any amendment, supplement or waiver of this Indenture or any Notes Documents by any Holder given in connection with a tender of such Holder's Notes shall not be rendered invalid by such tender.

11.03 Revocation and Effect of Consents.

(a) Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder's Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

(b) The Issuer may, but shall not be obligated to, fix a record date pursuant to Section 1.04 for the purpose of determining the Holders entitled to consent to any amendment, supplement, or waiver.

11.04 Notation on or Exchange of Notes.

(a) The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuer in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

(b) Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

11.05 Trustee to Sign Amendments, etc.

The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article 11 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. In executing any amendment, supplement or waiver, the Trustee shall be entitled to receive and (subject to Section 9.01) shall be fully protected in relying upon an Officers' Certificate and an Opinion of Counsel (except as provided in the last sentence of Section 11.01(b)) stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantor party thereto, enforceable against them in

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accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 11.03).

11.06 Payment for Consent.

None of the Issuer or the Holdcos shall, and the Issuer shall not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of any Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or amendment.

ARTICLE 12

COLLATERAL AND SECURITY

12.01 Security.

(a) The Notes Obligations of the Obligors shall at all times be collaterally secured by the Security, the Holdco LP Security and/or the Management Security, as applicable by way of a second-registered interest therein, subject only to Permitted Liens. Notwithstanding the foregoing, the Security shall not be required to extend to any Excluded Property. Security over Material Owned Real Estate shall not be required on the Issue Date (or, thereafter on the date of any acquisition thereof), but shall be subject to a 30-day grace period in order to put such Security in place.

(b) The Issuer hereby appoints Computershare Trust Company of Canada to act as Trustee in accordance with the terms hereof and as more fully set forth in the Notes Documents, and each Holder by its acceptance of any Notes, irrevocably consents and agrees to such appointment. Notwithstanding anything to the contrary contained herein, the Trustee shall have the privileges, powers and immunities set forth in this Indenture and the Notes Documents. The Issuer hereby agrees that the Trustee shall hold the Security, the Holdco LP Security and the Management Security in trust for the benefit of the Creditors, in each case pursuant to the terms of the Security Documents, the Holdco LP Documents and the Management Documents, as the case may be, and the Trustee is hereby authorized to execute and deliver the Security Documents, the Holdco LP Documents and the Management Documents, as the case may be.

(c) For the purposes of the grant of security under the laws of the Province of Quebec which may now or in the future be required to be provided by any Obligor, Computershare Trust Company of Canada is hereby irrevocably authorized and appointed to act as the hypothecary representative (within the meaning of Article 2692 of the Civil Code of Quebec) for each Holder in order to hold any hypothec granted under the laws of the Province of Quebec as security for any of the Notes Obligations and to exercise such rights and duties as are conferred upon a hypothecary representative under the relevant deed of hypothec and applicable

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laws (with the power to delegate any such rights or duties). Any person who becomes a Holder shall be deemed to have consented to and ratified the foregoing appointment of Computershare Trust Company of Canada as hypothecary representative for all Holders. For greater certainty, Computershare Trust Company of Canada, acting as hypothecary representative, shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favour of the Trustee in this Agreement, which shall apply mutatis mutandis. In the event of the resignation and appointment of a successor Trustee, such successor Trustee shall also become (without any further act or formality) the successor hypothecary representative for the purposes each such deed of hypothec.

(d) The Trustee and each Holder, by its acceptance of any Notes, the Security, the Holdco LP Security and the Management Security, irrevocably consents and agrees to the terms of the Security Documents, the Holdco LP Documents and the Management Documents, as the case may be, (including, without limitation, the provisions providing for foreclosure and release of Security, the Holdco LP Security and the Management Security) as the same may be in effect or may be amended from time to time in accordance with their terms, agrees to the appointment of the Trustee and authorizes and directs the Trustee to perform its obligations and exercise its rights, powers and discretions under the Notes Documents.

(e) The Trustee and each Holder, by accepting the Notes, the Security, the Holdco LP Security and the Management Security, acknowledges that, as more fully set forth in the Notes Documents, the Security, the Holdco LP Security and the Management Security as now or hereafter constituted shall be held for the benefit of the Creditors, and that the Lien relating to this Indenture and the Security Documents, the Holdco LP Documents and the Management Documents, as the case may be, in favour of the Creditors is subject to and qualified and limited in all respects by the Security Documents, the Holdco LP Documents and the Management Documents, as the case may be, and actions that may be taken thereunder.

(f) Each Holder, by accepting the Notes and the Guarantees, Holdco LP Guarantee and the Management Guarantees thereof, hereby authorizes and directs the Trustee to enter into the Notes Documents as a representative thereunder for and on behalf of the Holders.

12.02 Further Assurances.

The Obligors shall, at their sole expense, execute any and all further documents, financing statements, agreements and instruments, and take all further action that may be required under Applicable Law, or that the Trustee may reasonably request, in order to grant, preserve, protect and perfect the validity and priority of the security interests and Liens created or intended to be created by the Notes Documents and to give effect to the requirements of this Article 12.

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12.03 Release of Liens on the Collateral.

The Security, the Holdco LP Security and the Management Security shall automatically and without the need for any further action by any Person be released with respect to the Notes:

(a) in whole or in part, as applicable, as to all or any portion of property subject to such Liens which has been taken by eminent domain, condemnation or other similar circumstances;

(b) in whole, upon:

(1) satisfaction and discharge of this Indenture as set forth under Section 13.01; or

(2) a legal defeasance or covenant defeasance of this Indenture as described under Article 10;

(c) in part, as to any property constituting part of the Secured Assets, Holdco LP Collateral or Management Collateral, as the case may be, that (a) is sold, transferred or otherwise disposed of by any Obligor (other than to another Obligor) in a transaction not prohibited by this Indenture or the other Notes Documents at the time of such sale, transfer or disposition or (b) is owned or at any time acquired by a Guarantor that has been released from its Guarantee in accordance with this Indenture, concurrently with the release of such Guarantee;

(d) in whole or in part, as applicable, with the consent of Holders of 66⅔% in aggregate principal amount of Notes (including without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notes); and

(e) in part, in accordance with the applicable provisions of the Security Documents,

provided, that, in the case of any release in whole pursuant to clauses (a) through (d) above, all amounts owing to the Trustee under this Indenture, and the other Notes Documents have been paid.

12.04 Special Release Provisions.

In addition to the powers conferred under this Article 12 and notwithstanding that any of the provisions in this Indenture may deal with or apply to any of the matters or things which the Trustee is by this Section 12.04 authorized to do or concur in, the Trustee may at any time and from time to time upon the application and at the cost and expense of the Issuer and without consent of the Holders release any Secured Asset, any of the Holdco LP Collateral or any Management Collateral from the Liens granted under the Security Documents in accordance with the terms of this Indenture and the other Notes Documents.

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ARTICLE 13

SATISFACTION AND DISCHARGE

13.01 Satisfaction and Discharge.

This Indenture will be discharged and will cease to be of further effect as to all Notes issued thereunder, and the Security, the Holdco LP Security and the Management Security shall be released from the Liens in favor of the Trustee for the benefit of the Creditors, when:

(1) either:

(a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuer, have been delivered to the Trustee for cancellation; or

(b) all Notes not thereto delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, will become due and payable within one year or may be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer has irrevocably deposited or caused to be deposited with the Trustee, as trust funds in trust solely for the benefit of the Holders of the Notes, cash in Canadian dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire Indebtedness on the Notes not thereto delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

(2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than a Default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and the deposit will not result in a breach or violation of, or constitute a default under, the First Lien Credit Agreement or any other material agreement or instrument to which the Issuer is a party or by which the Issuer, any Guarantor or any Holdco is bound;

(3) the Issuer has paid or caused to be paid all sums payable by it on the date of the deposit under this Indenture;

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(4) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes issued hereunder at maturity or the redemption date, as the case may be;

(5) all other Notes Obligations have been paid in full or alternative arrangements, satisfactory to the holders of such Notes Obligations, have been made by the Issuer; and

(6) sufficient funds have been deposited to cover the fees and expenses of the Trustee in carrying out its responsibilities hereunder.

In addition, the Issuer must deliver an Officers' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied and the interests of the Holders are not prejudiced thereby.

13.02 Application of Trust Money.

(a) Subject to the provisions of Section 10.06, all money deposited with the Trustee pursuant to Section 13.01 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal, premium, if any, and interest for whose payment such money has been deposited with the Trustee, but such money need not be segregated from other funds except to the extent required by law.

(b) If the Trustee or Paying Agent is unable to apply any money or non-callable Government Securities in accordance with Section 13.01 by reason of any legal proceeding or by reason of any order or judgment of any court or Governmental Authority enjoining, restraining or otherwise prohibiting such application, the Issuer's obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 13.01; provided that if the Issuer has made any payment of principal of, premium or interest on any Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or non-callable Government Securities held by the Trustee or Paying Agent, as the case may be.

ARTICLE 14 MEETINGS OF HOLDERS

14.01 Purpose, Effect and Convention of Meetings.

(a) Subject to Section 11.02(e), wherever in this Indenture or the other Notes Documents a consent, waiver, notice, authorization or resolution of the Holders (or any of them) is required, a meeting may be convened in accordance with this Article 14 to consider and resolve whether such consent, waiver, notice, authorization or

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resolution should be approved by such Holders. A resolution passed by the affirmative votes of the Holders of at least a majority of the outstanding principal amount of the Notes represented and voting on a poll at a meeting of Holders duly convened for the purpose and held in accordance with the provisions of this Indenture shall constitute conclusively such consent, waiver, notice, authorization or resolution.

(b) At any time and from time to time, the Trustee on behalf of the Issuer may and, on receipt of an Issuer Order or a Holders' Request and upon being indemnified and funded for the costs thereof to the reasonable satisfaction of the Trustee by the Issuer or the Holders signing such Holders' Request, will, convene a meeting of all Holders.

(c) If the Trustee fails to convene a meeting after being duly requested as aforesaid (and indemnified and funded as aforesaid), the Issuer or such Holders may themselves convene such meeting and the notice calling such meeting may be signed by such Person as the Issuer or those Holders designate, as applicable. Every such meeting will be held in Toronto, Ontario or such other place as the Trustee may in any case determine or approve.

14.02 Notice of Meetings.

Not more than 60 days' nor less than 30 days' notice of any meeting of the Holders shall be given to the Holders, in the manner provided in Section 15.02 and a copy of such notice shall be sent by post to the Trustee, unless the meeting has been called by it, and to the Issuer, unless such meeting has been called by it. Such notice shall state the time when and the place where the meeting is to be held and shall state briefly the general nature of the business to be transacted thereat and it shall not be necessary for any such notice to set out the terms of any resolution to be proposed or any of the provisions of this Article 14. The accidental omission to give notice of a meeting to any Holder shall not invalidate any resolution passed at any such meeting. A Holder may waive notice of a meeting either before or after the meeting.

14.03 Chair.

The Chairman of the Issuer, or failing him or her, the Chief Executive Officer of the Issuer, shall be chair of the meeting and if such individuals are not present within 15 minutes from the time fixed for the holding of the meeting, a majority of the Holders present in person or by proxy shall choose some individual present to be chair.

14.04 Quorum.

Subject to this Indenture, at any meeting of the Holders, a quorum shall consist of Holders present in person or by proxy and representing at least 25% of the principal amount of the outstanding Notes. If a quorum of the Holders shall not be present within 30 minutes from the time fixed for holding any meeting, the meeting, if convened by the Holders or pursuant to a Holders' Request, shall be dissolved, but in any other case the meeting shall be adjourned to the same day

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in the next week (unless such day is not a Business Day in which case it shall be adjourned to the next following Business Day thereafter) at the same time and place and no notice shall be required to be given in respect of such adjourned meeting. At the adjourned meeting, the Holders present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent 25% of the principal amount of the outstanding Notes. Any business may be brought before or dealt with at an adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same. No business shall be transacted at any meeting unless the required quorum be present at the commencement of business.

14.05 Power to Adjourn.

The chair of any meeting at which the requisite quorum of the Holders is present may, with the consent of the Holders of a majority in principal amount of the Notes represented thereat, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe.

14.06 Voting.

On a poll each Holder present in person or represented by a duly appointed proxy shall be entitled to one vote in respect of each $1,000 principal amount of the Notes of which it is the Holder. A proxyholder need not be a Holder. In the case of joint registered Holders of a Note, any one of them present in person or by proxy at the meeting may vote in the absence of the other or others; but in case more than one of them be present in person or by proxy, they shall vote together in respect of the Notes of which they are joint Holders.

14.07 Poll.

A poll will be taken on every resolution submitted for approval at a meeting of Holders, in such manner as the chair directs, and the results of such polls shall be binding on all Holders. Every resolution will be decided by a majority of the votes cast on the poll for that resolution.

14.08 Proxies.

A Holder may be present and vote at any meeting of Holders by an authorized representative. The Issuer (in case it convenes the meeting) or the Trustee (in any other case) for the purpose of enabling the Holders to be present and vote at any meeting without producing their Notes, and of enabling them to be present and vote at any such meeting by proxy and of depositing instruments appointing such proxies at some place other than the place where the meeting is to be held, may from time to time make and vary such regulations as it shall think fit providing for and governing any or all of the following matters:

(a) the form of the instrument appointing a proxy, which shall be in writing, and the manner in which the same shall be executed and the production of the authority of any individual signing on behalf of a Holder;

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(b) the deposit of instruments appointing proxies at such place as the Trustee, the Issuer or the Holder convening the meeting, as the case may be, may, in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjournment thereof by which the same must be deposited; and

(c) the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, faxed, cabled, telegraphed or sent by other electronic means before the meeting to the Issuer or to the Trustee at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting.

Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons who shall be recognized at any meeting as the Holders of any Notes, or as entitled to vote or be present at the meeting in respect thereof, shall be Holders and Persons whom Holders have by instrument in writing duly appointed as their proxies.

14.09 Persons Entitled to Attend Meetings.

The Issuer and the Trustee, by their respective directors, officers and employees and the respective legal advisors of the Issuer, the Trustee or any Holder may attend any meeting of the Holders, but shall have no vote as such.

14.10 Powers Cumulative.

Any one or more of the powers in this Indenture stated to be exercisable by the Holders may be exercised from time to time and the exercise of any one or more of such powers from time to time shall not be deemed to exhaust the rights of the Holders to exercise the same or any other such power or powers thereafter from time to time. No powers exercisable by the Holders will derogate in any way from the rights of the Issuer pursuant to this Indenture.

14.11 Minutes.

Minutes of all resolutions and proceedings at every meeting as aforesaid shall be made and duly entered in books to be from time to time provided for that purpose by the Trustee at the expense of the Issuer, and any such minutes as aforesaid, if signed by the chair of the meeting at which such resolutions were passed or proceedings had, or by the chair of the next succeeding meeting of the Holders, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed thereat or proceedings taken thereat to have been duly passed and taken.

14.12 Instruments in Writing.

Any consent, waiver, notice, authorization or resolution of the Holders which may be given by resolution at a meeting of the Holders pursuant to this Article 14 may also be given by the

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Holders of not less than 50% or 100%, as applicable, of the aggregate principal amount of the outstanding Notes by a signed instrument, including without limitation a Beneficial Owners' Request, in one or more counterparts, and the expressions "resolution" when used in this Indenture will include instruments so signed. Notice of any resolution passed in accordance with this Section 14.12 will be given by the Trustee to the affected Holders within 30 days of the date on which such resolution was passed. For clarity, the provision of a Beneficial Owners' Request shall eliminate the need for the Holders or the Issuer to provide further evidence of the receipt of the requisite consent of the Holders hereunder, and the Trustee shall be entitled to rely on such Beneficial Owners' Request without requiring anything further.

14.13 Binding Effect of Resolutions.

Every resolution passed in accordance with the provisions of this Article 14 at a meeting of Holders shall be binding upon all the Holders, whether present at or absent from such meeting, and every instrument in writing signed by Holders in accordance with Section 14.12 shall be binding upon all the Holders, whether signatories thereto or not, and each and every Holder and the Trustee (subject to the provisions for its indemnity herein contained) shall, subject to Applicable Law, be bound to give effect accordingly to every such resolution and instrument in writing.

14.14 Evidence of Rights of Holders.

(a) Any request, direction, notice, consent or other instrument which this Indenture may require or permit to be signed or executed by the Holders may be in any number of concurrent instruments of similar tenor signed or executed by such Holders. Proof of the execution of any such request, direction, notice, consent or other instrument or of a writing appointing any such attorney will be sufficient for any purpose of this Indenture if the fact and date of the execution by any Person of such request, direction, notice, consent or other instrument or writing may be proved by the certificate of any notary public, or other officer authorized to take acknowledgements of deeds to be recorded at the place where such certificate is made, that the Person signing such request, direction, notice, consent or other instrument or writing acknowledged to such notary public or other officer the execution thereof, or by an affidavit of a witness of such execution or in any other manner which the Trustee may consider adequate.

(b) Notwithstanding Section 14.14(a), the Trustee may, in its discretion, require proof of execution in cases where it deems proof desirable and may accept such proof as it shall consider proper.

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ARTICLE 15

MISCELLANEOUS

15.01 Applicable Legislation.

If and to the extent that any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by applicable legislation, the provision required by the applicable legislation shall prevail.

15.02 Notices.

(a) Any notice or communication to the Issuer or the Trustee is duly given if in writing and (1) delivered in person, (2) mailed by first-class mail, postage prepaid, or overnight air courier guaranteeing next day delivery or (3) sent by facsimile or electronic transmission, to the others' address:

If to the Issuer:

Attention:

Email:

With a copy to:

Attention:

If to the Trustee:

Attention:

Facsimile:

Email:

The Issuer or the Trustee, by like notice, may designate additional or different addresses for subsequent notices or communications.

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(b) All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; on the first date of which publication is made, if by publication; five calendar days after being deposited in the mail, postage prepaid, if mailed by first-class mail; the next Business Day after timely delivery to the courier, if mailed by overnight air courier guaranteeing next day delivery; when receipt acknowledged, if sent by facsimile or electronic transmission; provided that any notice or communication delivered to the Trustee shall be deemed effective upon actual receipt thereof.

(c) Any notice or communication to a Holder shall be mailed by first-class mail or by overnight air courier guaranteeing next day delivery to its address shown on the Note Register or by such other delivery system as the Trustee agrees to accept. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

(d) Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

(e) Where this Indenture provides for notice of any event to a Holder of a Global Note, such notice shall be sufficiently given if given to the Depository for such Note (or its designee), pursuant to the applicable procedures of such Depository, if any, prescribed for the giving of such notice.

(f) The Trustee agrees to accept and act upon notice, instructions or directions pursuant to this Indenture sent by unsecured facsimile or electronic transmission; provided, however, that (1) the party providing such written notice, instructions or directions, subsequent to such transmission of written instructions, shall provide the originally executed instructions or directions to the Trustee in a timely manner, and (2) such originally executed notice, instructions or directions shall be signed by an authorized representative of the party providing such notice, instructions or directions. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee's reasonable reliance upon and compliance with such notice, instructions or directions notwithstanding such notice, instructions or directions conflict or are inconsistent with a subsequent notice, instructions or directions.

(g) If a notice or communication is sent in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

(h) If the Issuer mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time.

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15.03 Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Issuer to the Trustee to take any action under this Indenture or any of the other Notes Documents, the Issuer shall furnish to the Trustee:

(1) an Officers' Certificate in form reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 15.04), stating that, in the opinion of the signer(s), all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with; and

(2) an Opinion of Counsel in form reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 15.04), stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; provided that (A) subject to Section 7.29(i) no Opinion of Counsel shall be required in connection with the addition of a Guarantor upon execution and delivery by such Guarantor and the Trustee of a Guarantee and (B) no Opinion of Counsel pursuant to this section shall be required in connection with the issuance of Notes on the Issue Date or the issuance of PIK Notes, if any.

15.04 Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than (i) a certificate provided pursuant to Section 7.03(c) and (ii) any Beneficial Owners' Request) shall include:

(a) a statement that the Person making such certificate or opinion has read such covenant or condition;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with (and, in the case of an Opinion of Counsel, may be limited to reliance on an Officers' Certificate as to matters of fact); and

(d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

The Issuer may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

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15.05 No Liability.

No director, officer, employee, incorporator, stockholder or interest holder (other than in its capacity as a Guarantor) of the Issuer or any of the Guarantors or Holdcos or any of their parent companies, as such, shall have any liability for any obligations of the Issuer, such Guarantor or the Holdcos under the Notes Documents or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

15.06 Currency.

The Canadian dollar is the sole currency of account and payment for all sums payable by the Issuer, the Guarantors, the Holdco LP and Senior Management under or in connection with the Notes, the Guarantees, the Holdco LP Guarantee and the Management Guarantees, as applicable, including damages. Any amount received or recovered in a currency other than Canadian dollars, whether as a result of, or the enforcement of, a judgment or order of a court of any jurisdiction, in the winding-up or dissolution of or any Obligor or otherwise, by any Holder or by the Trustee, as the case may be, in respect of any sum expressed to be due to it from an Obligor will only constitute a discharge to such Obligor to the extent of the Canadian dollar amount which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so).

If that Canadian dollar amount so purchased is less than the Canadian dollar amount expressed to be due to the recipient under any Notes Documents or to the Trustee, the Issuer will indemnify the recipient under a Notes Documents or the Trustee, as the case may be, against any loss sustained by such recipient or the Trustee as a result. In any event, the Issuer will indemnify the recipient or the Trustee against the cost of making any such purchase. For the purposes of this currency indemnity provision, it will be sufficient for the Holder of a Note or the Trustee to certify in a satisfactory manner (indicating the sources of information used) that it would have suffered a loss had an actual purchase of Canadian dollars been made with the amount so received in that other currency on the date of receipt or recovery (or, if a purchase of Canadian dollars on such date had not been practicable, on the first date on which it would have been practicable, it being required that the need for a change of date be certified in the manner mentioned above). These indemnities constitute a separate and independent obligation from the Issuer's other obligations, will give rise to a separate and independent cause of action, will apply irrespective of any waiver granted by any Holder of a Note or the Trustee (other than a waiver of the indemnities set out herein) and will continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Note or other Notes Documents to the Trustee.

Except as otherwise specifically set forth herein, for purposes of determining compliance with any Canadian dollar-denominated restriction herein, the Canadian dollar-equivalent amount for purposes hereof that is denominated in a non-Canadian dollar currency shall be calculated based on the relevant currency exchange rate in effect on the date such non-Canadian dollar amount is Incurred or committed, as the case may be.

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15.07 Governing Law and Related Provisions.

THIS INDENTURE AND THE NOTES WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF ONTARIO AND THE FEDERAL LAW OF CANADA APPLICABLE THEREIN.

EACH OF THE ISSUER, THE GUARANTORS, AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Each Guarantor not organized in Canada will appoint the Issuer as its agent for service of process in any suit, action or proceeding with respect to this Indenture or the other Notes Documents and for actions arising out of or in connection with this Indenture and the other Notes Documents in any Canadian federal or provincial court located in the Province of Ontario and that the Issuer and each Guarantor will submit to such jurisdiction.

In relation to any legal action or proceedings arising out of or in connection with this Indenture, the Issuer irrevocably submits to the exclusive jurisdiction of the federal and provincial courts in the City of Toronto, Canada and the Issuer hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in any such court and irrevocably waives any objection it may now or hereafter have as to the venue of any such suit, action or proceeding brought in such court or that such court is an inconvenient forum.

15.08 Quebec Provision.

For purposes of any assets, liabilities or entities located in the Province of Québec and for all other purposes pursuant to which the interpretation or construction hereof may be subject to the laws of the Province of Québec or a court or tribunal exercising jurisdiction in the Province of Québec, (a) "personal property" shall be deemed to include "movable property", (b) "real property" shall be deemed to include "immovable property", (c) "tangible personal property" shall be deemed to include "corporeal property", (d) "intangible personal property" shall be deemed to include "incorporeal property", (e) "security interest", "mortgage" and "lien" shall be deemed to include a "hypothec", "prior claim" and a resolutory clause, (f) all references to filing, registering or recording under the Personal Property Security Act or under Applicable Laws governing the recording or registration of liens or mortgages on real property shall be deemed to include publication under the Civil Code of Québec, (g) all references to "perfecting", "perfection" of or "perfected" liens or security interests shall be deemed to include a reference to an "opposable" or "set up" lien or security interest as against third parties, (h) any right of "set-off" or similar expression shall be deemed to include a "right of compensation", (i) an "agent" shall be deemed to include a "mandatory", (j) "joint and several" shall be deemed to include solidary, (k) "beneficial ownership" and similar expressions shall be deemed to include "ownership on behalf of another as mandatory", (l) "priority" shall be deemed to include "prior claim" and (m) "survey" shall be deemed to include "certificate of location and plan".

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15.09 Interpretation.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuer or any other Obligors. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

15.10 Successors and Assigns.

All agreements of the Issuer in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors.

15.11 Severability.

In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

15.12 Counterparts.

The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

15.13 Interest Act and Interest Provisions.

For purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or fee to be paid hereunder or in connection herewith is to be calculated on the basis of any period of time that is less than a calendar year, the yearly rate of interest to which the rate used in such calculation is equivalent is the rate so used multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 365 or 366, as applicable. The rates of interest under this Indenture are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Indenture.

It is the intention of the parties to comply with applicable usury laws now or hereafter enacted. Accordingly, notwithstanding any other provisions of this Indenture, in no event shall this Indenture require the payment or collection of interest or other amounts in an amount or at a rate in excess of the amount or rate that is permitted by Applicable Law or in an amount or at a rate that would result in the receipt by the Holders or the Trustee of interest at a criminal rate, as the terms "interest" and "criminal rate" are defined under the Criminal Code (Canada).

If any Interest Payment Date would otherwise be a day that is not a Business Day, then the interest payment will be postponed to the next succeeding Business Day. If the Maturity Date of the Notes or the date upon which an amortization payment is due is a day that is not a Business Day, all payments to be made on such day will be made on the next succeeding Business Day,

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with the same force and effect as if made on the Maturity Date or the date the amortization payment is due, as applicable. In either of such cases, no additional interest will be payable as a result of such delay in payment. The rates of interest under this Indenture are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under any Note or under this Indenture. If any period of time shall begin or end, or any other action is to be taken on, or as of, or from a period ending on, a day other than a Business Day, such period of time shall begin or end, and such other actions shall be taken, as the case may be, on, or as of, or from a period ending on, the next succeeding Business Day.

15.14 Calculations.

The Issuer shall be responsible for making all calculations called for hereunder. The Issuer shall make such calculations in good faith and, absent manifest error, the Issuer's calculations shall be final and binding on holders and the Trustee. The Issuer will provide a schedule of its calculations to the Trustee and the Trustee shall be entitled to rely conclusively on the accuracy of such calculations without independent verification.

[Signatures on following page]

DocuSign Envelope ID: 754FC4B6-BC64-4891-AA4B-10B47BF53664

NEPTUNE ACQUISITION INC., as Issuer

By: "Andrew Lapham"
Name: Andrew Lapham
Title: President

COMPUTERSHARE TRUST
COMPANY OF CANADA, as Trustee

Per: "Fiona Koch"
Name: Fiona Koch
Title: Corporate Trust Officer

By: "Marcela Cruz"
Name: Marcela Cruz
Title: Corporate Trust Officer

APPENDIX "A"

PROVISIONS RELATING TO INITIAL NOTES, PIK NOTES AND ADDITIONAL NOTES

Definitions.

(a) Capitalized Terms.

Capitalized terms used but not defined in this Appendix "A" have the meanings given to them in the Indenture. The following capitalized terms have the following meanings:

"Applicable Procedures" means, with respect to any transfer or transaction involving a Regulation S Global Note or beneficial interest therein, the rules and procedures of the Depository and the Depository Trust Corporation that apply to such transfer or exchange.

"QIB" means a "qualified institutional buyer" as defined in Rule 144A.

"Regulation S" means Regulation S promulgated under the Securities Act.

"Resale Restriction Termination Date" has the meaning set out in the Regulation S Legend and Rule 144A Legend.

"Rule 144" means Rule 144 promulgated under the Securities Act.

"Rule 144A" means Rule 144A promulgated under the Securities Act.

"Rule 904" means Rule 904 promulgated under the Securities Act.

"Transfer Restricted Note" means any Note bearing, or required to bear, the Regulation S Legend or the Rule 144A Legend.

"Unrestricted Global Note" means any Note in global form that does not bear or is not required to bear the Regulation S Legend, the Rule 144A Legend or the Canadian Legend.

(b) Other Definitions.

Term	Defined in Section
"Agent Members"	Appendix "A", Section 2(c)
"Canadian Global Note"	Appendix "A", Section 2(b)
"Canadian Legend"	Appendix "A", Section 4(e)
"Canadian Notes"	Appendix "A", Section 2(a)
"Definitive Notes"	Appendix "A", Section 2(d)
"Definitive Notes Legend"	Appendix "A", Section 4(e)

Term	Defined in Section
"Global Note"	Appendix "A", Section 2(b)
"Global Notes Legend"	Section 1.01
"Regulation S Global Note"	Appendix "A", Section 2(b)
"Regulation S Legend"	Appendix "A", Section 4(e)
"Regulation S Notes"	Appendix "A", Section 2(a)
"Rule 144A Global Note"	Appendix "A", Section 2(b)
"Rule 144A Legend"	Appendix "A", Section 4(e)
"Rule 144A Notes"	Appendix "A", Section 2(a)

Form and Dating.

(a) The Initial Notes issued on the date hereof may be offered and sold in transactions in the United States of America without registration under the Securities Act to QIBs in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A under the Securities Act ("Rule 144A Notes"); and, other than the Rule 144A Notes (the "Regulation S Notes"), may also be offered and sold to non-U.S. Persons in offshore transactions (outside of Canada) in reliance on Regulation S under the Securities Act; and, other than the Rule 144A Notes and the Regulation S Notes, may also be offered in Canada to qualified buyers in Canada on a private placement or exempt distribution basis pursuant to available exemptions from the prospectus requirements under Canadian Securities Laws (the "Canadian Notes").

(b) Global Notes. Rule 144A Notes shall be issued initially in the form of one or more permanent Global Notes in definitive, fully registered form, numbered from 144A-1 upward (collectively, the "Rule 144A Global Note") and Regulation S Notes shall be issued initially in the form of one or more Global Notes, numbered from Reg S-1 upward (collectively, the "Regulation S Global Note") and Canadian Notes shall be issued initially in the form of one or more Global Notes, numbered from Cdn-1 upward (collectively, the "Canadian Global Note"), in each case without interest coupons and bearing the Global Notes Legend and Restricted Notes Legend, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer and authenticated by the Trustee as provided in the Indenture. Beneficial ownership interests in the Regulation S Global Note shall not be exchangeable for interests in the Rule 144A Global Note, or any other Note without a legend until the expiration of the Resale Restriction Termination Date. The Rule 144A Global Note, the Regulation S Global Note, the Canadian Global Note and any Unrestricted Global Note are each referred to herein as a "Global Note" and are collectively referred to herein as "Global Notes". Each Global Note shall represent such of the outstanding Notes as shall be specified in the "Schedule of Amortization, Redemption, Repurchase and Exchanges of

Interests in the Global Note" attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect amortization, redemption, repurchases and exchanges. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by this Indenture and Section 4(c) below.

(c) Book-Entry Provisions. This paragraph (c) shall apply only to a Global Note deposited with or on behalf of the Depository.

The Issuer shall execute and the Trustee shall, in accordance with this paragraph (c) and Section 3 and pursuant to an order of the Issuer signed by one Officer of the Issuer, authenticate and deliver initially one or more Global Notes that (i) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (ii) shall be delivered by the Trustee to such Depository or pursuant to such Depository's instructions or held by the Trustee as Custodian.

Members of, or participants in, the Depository ("Agent Members") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or by the Trustee as Custodian or under such Global Note, and the Depository may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Note.

(d) Definitive Notes. Except as provided in Section 4 or Section 5, owners of beneficial interests in Global Notes shall not be entitled to receive physical delivery of certificated Notes ("Definitive Notes").

Authentication.

The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer of the Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $150,000,000, (b) subject to the terms of this Indenture, Additional Notes and PIK Notes, and (c) any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, PIK Notes, Additional Notes, or other Unrestricted Global Notes.

Transfer and Exchange.

(a) Transfer and Exchange of Definitive Notes for Definitive Notes. When Definitive Notes are presented to the Registrar with a request:

(i) to register the transfer of such Definitive Notes; or
(ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations,

the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:

(1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and
(2) in the case of any Note other than an Unrestricted Global Note, are accompanied by the following additional information and documents, as applicable:

(A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note); or
(B) if such Definitive Notes are being transferred to the Issuer, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth on the reverse side of the Initial Note) and (y) if the Issuer so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the applicable legends set forth in Section 4(e).

(b) Restrictions on Transfer of a Definitive Note for a Beneficial Interest in a Global Note. A Definitive Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Note, duly endorsed or accompanied by a written

instrument of transfer in form reasonably satisfactory to the Issuer and the Registrar, together with:

(i) (A) certification (in the form set forth on the reverse side of the Initial Note) that such Definitive Note is being transferred (1) to a QIB in accordance with Rule 144A or (2) outside the United States of America in an offshore transaction within the meaning of Regulation S and in compliance with Rule 904 under the Securities Act and in compliance with Canadian Securities Laws or (B) such other certification and Opinion of Counsel as the Issuer shall require; and

(ii) written instructions directing the Trustee to make, or to direct the Custodian to make, an adjustment on its books and records with respect to such Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain information regarding the Depository account to be credited with such increase,

the Trustee shall cancel such Definitive Note and cause, or direct the Custodian to cause, in accordance with the standing instructions and procedures existing between the Depository and the Custodian, the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate principal amount of the Definitive Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Note equal to the principal amount of the Definitive Note so cancelled. If no Global Notes are then outstanding and the Global Note has not been previously exchanged for Definitive Notes pursuant to Section 5, the Issuer shall issue and the Trustee shall authenticate, upon written order of the Issuer in the form of an Officers' Certificate, a new Global Note in the appropriate principal amount.

(i) The transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depository, in accordance with this Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depository therefor. A transferor of a beneficial interest in a Global Note shall deliver a written order given in accordance with the Depository's procedures containing information regarding the participant account of the Depository to be credited with a beneficial interest in such Global Note or another Global Note and such account shall be credited in accordance with such order with a beneficial interest in the applicable Global Note and the account of the Person making the transfer shall be debited by an amount equal to the beneficial interest in the Global Note being transferred. Transfers by an owner of a beneficial interest in the Rule 144A Global Note to a transferee who takes delivery of such interest through the Regulation S Global Note or the Canadian Global Note, whether before or after the expiration of the Resale Restriction Termination Date, shall be made only upon receipt by the Trustee of a certification in the form provided on the reverse side of the Initial Note from the transferor to the

effect that such transfer is being made in accordance with Regulation S, Rule 144 (if available) under the Securities Act and Canadian Securities Laws, or another applicable exemption from registration under the Securities Act.

(ii) If the proposed transfer is a transfer of a beneficial interest in one Global Note to a beneficial interest in another Global Note, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Note to which such interest is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of the Global Note from which such interest is being transferred.

(iii) Notwithstanding any other provisions of this Appendix "A" (other than the provisions set forth in Section 5), a Global Note may not be transferred as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository.

(iv) Neither the Trustee nor the Registrar shall have any responsibilities with respect to the transfer of beneficial interests within one Global Note.

(d) Restrictions on Transfer of Regulation S Global Note. Prior to the expiration of the Resale Restriction Termination Date, transfers by an owner of a beneficial interest in the Regulation S Global Note to a transferee who takes delivery of such interest through the Rule 144A Global Note shall be made only in accordance with the Applicable Procedures and upon receipt by the Trustee of a written certification from the transferor of the beneficial interest in the form provided on the reverse side of the Initial Note to the effect that such transfer is being made to a QIB within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and in compliance with Canadian Securities Laws. Such written certification shall no longer be required after the expiration of the Resale Restriction Termination Date.

(i) Upon the expiration of the Resale Restriction Termination Date, beneficial ownership interests in the Regulation S Global Note shall be transferable in accordance with Applicable Law and the other terms of this Indenture.

(ii) Upon the expiration of the Resale Restriction Termination Date, beneficial interests in the Regulation S Global Note may be exchanged for beneficial interests in a permanent Regulation S Global Note that is an Unrestricted Global Note upon certification in the form provided on the reverse side of the Initial Note to the effect that such beneficial interests are owned either by non-U.S. Persons or by U.S. Persons who purchased those interests pursuant to an exemption from, or in transactions not subject to, the

registration requirements of the Securities Act. If no such Regulation S Global Note that is an Unrestricted Global Note is then outstanding, the Issuer shall issue and the Trustee shall authenticate, upon written order of the Issuer in the form of an Officers' Certificate, a new Global Note in the appropriate principal amount.

(e) Legends.

Each Rule 144A Global Note shall bear a legend in substantially the form set out below ("Rule 144A Legend"):

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. ("CDS") TO NEPTUNE ACQUISITION INC. (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 TO 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 A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY BEFORE THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE LATER OF (A) [●], AND (B) THE DATE NEPTUNE ACQUISITION INC. BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.

DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATIONS UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE CANADIAN ISSUER'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

BY ITS ACQUISITION OF THIS SECURITY, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OF A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE ("SIMILAR LAWS"), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE "PLAN ASSETS" OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT, OR (2) THE ACQUISITION AND HOLDING OF THIS SECURITY WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREIN REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE

TRANSFERRED TO OR EXCHANGED FOR NOTES 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 NOTE AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS NOTE SHALL BE A GLOBAL NOTE SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

Each Regulation S Global Note shall bear a legend in substantially the form set out below ("Regulation S Legend"):

RESTRICTION TERMINATION DATE") THAT IS 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S) IN RELIANCE ON REGULATION S, ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE CANADIAN ISSUER'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.

OR (2) THE ACQUISITION AND HOLDING OF THIS SECURITY WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREIN REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE TRANSFERRED TO OR EXCHANGED FOR NOTES 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 NOTE AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS NOTE SHALL BE A GLOBAL NOTE SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

Each Canadian Global Note shall bear a legend in substantially the form set out below ("Canadian Legend"):

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 NOTE AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS NOTE SHALL BE A GLOBAL NOTE SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

Each Definitive Note shall bear the following additional legend ("Definitive Notes Legend"):

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

(i) Upon any sale or transfer of a Transfer Restricted Note that is a Definitive Note, the Registrar shall permit the Holder thereof to exchange such Transfer Restricted Note for a Definitive Note that does not bear the legends set forth above and rescind any restriction on the transfer of such Transfer Restricted Note if the Holder certifies in writing to the Registrar that its request for such exchange was made in reliance on Rule 144 (such certification to be in the form set forth on the reverse side of the Initial Note).

(ii) Upon a sale or transfer after the expiration of the Resale Restriction Termination Date of any Initial Note or Additional Note acquired pursuant to Regulation S, all requirements that such Initial Note or Additional Note bear the Restricted Notes Legend shall cease to apply and the requirements requiring any such Initial Note or Additional Note be issued in global form shall continue to apply.

(iii) Any Additional Notes sold in a registered offering shall not be required to bear the legends above, other than, if applicable, the Definitive Notes Legend.

(f) Cancellation or Adjustment of Global Note. At such time as all beneficial interests in a Global Note have either been exchanged for Definitive Notes, transferred, redeemed, repurchased or canceled, such Global Note shall be returned by the Depository to the Trustee for cancellation or retained and canceled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Definitive Notes, transferred in exchange for an interest in another Global Note, redeemed, repurchased or canceled, the principal amount of Notes represented by such Global Note shall be reduced and an adjustment shall be made on the books and records of the Trustee (if it is then the Custodian for such Global

Note) with respect to such Global Note, by the Trustee or the Custodian, to reflect such reduction.

(g) No Obligation of the Trustee.

(i) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in the Depository or any other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depository) of any notice (including any notice of redemption or repurchase) or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders under the Notes shall be given or made only to the registered Holders (which shall be the Depository or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depository subject to the applicable rules and procedures of the Depository. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its members, participants and any beneficial owners.

(ii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under Applicable Law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements thereof.

Definitive Notes.

(a) A Global Note deposited with the Depository or with the Trustee as Custodian pursuant to Section 2 shall be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 4 and Section 2.09 of the Indenture.

(b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 5 shall be surrendered by the Depository to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section

shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,000 in excess thereof and registered in such names as the Depository shall direct. Any certificated Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 4(e), bear the Restricted Notes Legend.

(c) Subject to the provisions of Section 5(b), the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

(d) In the event of the occurrence of any of the events specified in Section 5(a), the Issuer shall promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons.

APPENDIX "B"
CONDITIONS PRECEDENT TO AUTHENTICATION AND
DELIVERY OF INITIAL NOTES

Conditions Precedent to Authentication and Issuance of Initial Notes.

Each of the parties agrees that fulfilment of the following conditions precedent shall occur on or before the Issue Date:

(a) the Notes Documents shall have been executed and delivered by the Obligors;
(b) a Postponement and Subordination Undertaking shall have been executed and delivered by each Non-Guaranteeing Subsidiary to whom a Full Recourse Obligor is indebted;
(c) the Issuer shall have received, prior to or substantially concurrently with the Issue Date, equity proceeds in an amount of not less than 42% of the total pro forma Consolidated Capitalization of the Borrower;
(d) the Issuer shall have received, prior to or substantially concurrently with the purchase of the Notes, an advance under the First Lien Credit Agreement in an aggregate principal amount of not less than $435,000,000 (as such amount may be reduced in accordance with paragraph (f)(i) of this Appendix "B");
(e) prior to or substantially concurrent with the Issue Date, all guarantees and security issued by the Purchased Entities under the Existing Credit Agreement (as defined in the Maxar Acquisition Agreement) shall be released to the extent contemplated by the Maxar Acquisition Agreement;
(f) the Maxar Acquisition shall have been consummated, or substantially concurrently with the Issue Date, in all material respects in accordance with the Maxar Acquisition Agreement without any material modification, amendment, consent or waiver by the Issuer of any condition precedents thereunder to the extent such waiver would be materially adverse to the Holders in their capacities as such (unless the Holders shall have consented to such waiver, such consent not to be unreasonably withheld, delayed or conditioned); provided that (i) any modification, amendment, consent or waiver that decreases the purchase price in respect of the Maxar Acquisition shall be deemed not to be materially adverse to the interests of the Holders, so long as such decrease is allocated to reduce the amount available to the Issuer under the First Lien Credit Agreement, and (ii) any modification, amendment, consent or waiver that increases the purchase price in respect of the Maxar Acquisition shall be deemed not to be materially adverse to the interests of the Holders, so long as such increase is funded solely by the issuance by the Issuer of common equity;

(g) all proceeds received by the Issuer and described in paragraphs (c) and (d) of this Appendix "B" shall be applied towards the Closing Purchase Price (as defined in the Maxar Acquisition Agreement), related costs and expenses and otherwise to the opening balance sheet;

(h) the Issuer's structure shall be materially consistent with the term sheet attached as Exhibit "1" hereto;

(i) the Trustee shall have received, in form and substance satisfactory to the Trustee:

(i) a duly certified copy of the articles of incorporation and by-laws (or analogous organizational documents) of each Obligor;

(ii) a duly certified resolution of the board of directors of each Obligor (or, in the case of Holdco LP, a duly certified resolution of the board of directors of Holdco GP) authorizing it to execute, deliver and perform its obligations under the Notes Documents to which such Obligor is a party and, in the case of any Full Recourse Obligor, authorizing the relevant pledge and any subsequent disposition thereof by the Trustee in realizing on the security therein constituted by the relevant Security Documents and Holdco LP Pledge Agreement;

(iii) a certificate of a senior officer of each Obligor and Holdco GP setting forth specimen signatures of the individuals authorized to sign Notes Documents on behalf of such Obligor;

(iv) a certificate of status or good standing (or equivalent) for each Obligor and Holdco GP (where available), issued by the appropriate governmental body or agency of the jurisdiction in which such Obligor or Holdco GP is incorporated or formed;

(v) a certificate evidencing, on a pro forma basis, the Total Debt/EBITDA Ratio for the Fiscal Quarter ended December 31, 2019, after the Issue Date and the completion of the Maxar Acquisition;

(vi) opinions of legal counsel to the Obligors and Holdco GP (with the exception of those matters relating to the laws of England) with respect to, inter alia, the status and capacity of the Obligors and Holdco GP, the due authorization, execution and delivery and the enforceability of the Notes Documents, and as to such other matters as the Trustee may reasonably request, and otherwise in form and substance satisfactory to the Trustee;

(vii) subject to the Certain Funds Provision below and the Intercreditor Agreement, certificates representing all of the issued and outstanding Shares which are Secured Assets, Holdco LP Collateral and Management Collateral (where certificated), in each case duly endorsed in blank or accompanied by either an executed stock transfer power of attorney or a security endorsement;

(viii) a certified copy of the First Lien Documents and Transaction Documents;
(ix) receipt of an updated quality of earnings report for the twelve month period ended September 30, 2019 for the Macdonald, Dettwiler and Associates Corporation segment, in form substantially consistent with the updated report for the twelve month period ended June 30, 2019; and
(x) a Perfection Certificate signed by an officer of each Obligor;

(j) the Specified Maxar Acquisition Agreement Representations and the Specified Representations shall be true and accurate in all material respects;
(k) except (i) as set forth in, or qualified by any matter set forth in, (a) the filings of Maxar Technologies Inc. (or any predecessor thereof) with the U.S. Securities and Exchange Commission or the Canadian Securities Administrators filed prior to the date of the Maxar Acquisition Agreement and after January 1, 2016, (b) the Business Financial Statements (as defined in the Maxar Acquisition Agreement as in effect on December 29, 2019), or (c) the Seller Disclosure Schedules (as defined in the Maxar Acquisition Agreement as in effect on December 29, 2019) (it being agreed that the disclosure of any matter in any section or subsection in the Seller Disclosure Schedules shall be deemed to be disclosed for all purposes of the Maxar Acquisition Agreement as long as the relevance of such disclosure to the other Sections or sub-Sections of the Maxar Acquisition Agreement is reasonably apparent), and (ii) in connection with or in preparation for the Transaction (as defined in the Maxar Acquisition Agreement as in effect on December 29, 2019) and the other transactions contemplated by the Maxar Acquisition Agreement (as in effect on December 29, 2019), since the Balance Sheet Date (as defined in the Maxar Acquisition Agreement as in effect on December 29, 2019), there has not occurred any Effect (as defined in the Maxar Acquisition Agreement as in effect on December 29, 2019) that would reasonably be expected to have a Business Material Adverse Effect (as defined in the Maxar Acquisition Agreement as in effect on the date thereof, without giving effect to clause (b) of the definition thereof);
(l) to the extent invoiced at least three Business Days prior to the Issue Date, all fees and reasonable expenses related to the Notes contemplated by the Notes Documents which are then due and payable shall have been, or concurrently with the Issue Date will be, paid to the extent due and payable; and
(m) subject to the Certain Funds Provision below and the Intercreditor Agreement, all documents and instruments shall have been properly registered, recorded and filed in all places which, searches shall have been conducted in all jurisdictions which, in the opinion of the Trustee's counsel, are desirable or required to make effective the Security, Holdco LP Security or Management Security created or intended to be created by the Obligors in favour of the Trustee pursuant to the Security Documents, Holdco LP Pledge Agreement and the Management Pledge Agreements and to ensure the perfection and the intended priority of the Security, Holdco LP Security and the Management Security.

Certain Funds Provisions.

Notwithstanding anything else to the contrary herein, to the extent a security interest in any Secured Asset, Holdco LP Collateral or Management Collateral may not be perfected by the filing of a financing statement under the PPSA or any other applicable Canadian personal property security laws (other than those of the Province of Quebec) or taking delivery or possession of a stock certificate or other investment property to the extent such stock certificate or other investment property is received from the Sellers (as defined in the Maxar Acquisition Agreement) on the Issue Date after the Issuer's use of commercially reasonable efforts, then, if the perfection of a security interest in such intended Secured Asset, Holdco LP Collateral or Management Collateral is not provided on the Issue Date after the Issuer's use of commercially reasonably efforts to do so, the perfection of such security interest shall not constitute a condition precedent pursuant to Section 1 above but shall be required to be completed within 45 days following the Issue Date (or such longer period as may be agreed to in writing by the Trustee).

EXHIBIT "1"
TO APPENDIX "B"

EQUITY INVESTMENT VEHICLE – TERM SHEET

Investment Vehicle
Neptune Acquisition Limited Partnership (the "Partnership" or "NALP"), a limited partnership to be organized under the laws of the province of Ontario.

General partner of NALP to be Neptune Acquisition GP Inc. ("GPco"), a corporation to be incorporated under the laws of the province of Ontario.

Equity Investments
Equity investors ("Investors") will receive limited partnership units ("Units") in the Partnership, and common shares ("Common Shares") in the GPco, in each case in proportion to their respective equity investments.

The equity investments will be utilized to fund the equity portion of, and transaction expenses incurred in connection with, the proposed acquisition of Maxar Technologies ULC, MDA GP Holdings Ltd. and MDA Systems Inc. (the "Acquisition").

Bidco
The Partnership will create a subsidiary corporation incorporated under the laws of the province of British Columbia ("Bidco") to complete the Acquisition. Immediately following the completion of the Acquisition, Bidco and Maxar Technologies ULC will be amalgamated ("Amalco").

Governance
Board of directors (the "Board") to be appointed by Northern Private Capital Ltd. (the "Controlling Investor"), an entity owned and controlled by John Risley ("Risley") and Andrew Lapham ("Lapham").

The Board will oversee all business and operations for the Partnership and its subsidiaries, including Amalco.

Approval Rights
Certain matters to be subject to approval of a majority in interest of the Investors:

dissolution of the Partnership and/or GPco (other than an internal reorganization that does not affect beneficial ownership and that does not adversely affect the tax consequences or obligations to Investors);

any transaction with a party acting not at arm's length with the Partnership, Amalco or their subsidiaries; and/or
any merger, amalgamation or similar (other than an internal reorganization that does not affect beneficial ownership).

Pre-Emptive Rights

Investors will have the right, in proportion to their respective unitholdings in NALP, to participate in equity financings by the Partnership, subject to customary exceptions.

Restrictions on Transfer

Units shall be subject to restriction on transfer, subject to customary exceptions for permitted transferees.

Holders of Units (for clarity, other than the Controlling Investor and related parties) shall have the right to transfer all of their Units at any time after the second anniversary of completion of the Acquisition for cash or marketable securities, subject to a right of first refusal in favour first of the other holders of Units, with an over-allotment option, and second the Partnership.

Notwithstanding anything to the contrary, all transfers would be subject to the satisfaction of the Board, acting reasonably, that the transferee does not adversely affect the operations or the business (for example, and without limitation, a party related to a resident of a sanctioned country).

Liquidity Rights

The Controlling Investor may at any time, and the holders of not less than 50% of the outstanding Units may at any time after the earlier of (i) the third anniversary of completion of the Acquisition and (ii) the date on which both Risley and Lapham cease to be the Controlling Investor, shall have the right to initiate a process for the sale of Amalco and its subsidiary entities and/or business, including, without limitation, the right to cause the engagement of a financial advisor and to initiate a process to identify and develop liquidity opportunities. The Controlling Investor shall make a determination to proceed with a liquidity alternative, provided that if the Controlling Investor does not determine to proceed holders of not less than 50% of the Units can so determine; in either such event, all holders will be dragged on the same terms.

Reporting

The Partnership will provide to Investors:

audited comparative annual financial statements within 90 days of each year end; and
unaudited comparative quarterly financial statements within 60 days of each year end.

Distribution Policy

It is intended that cash flows of the business operations shall be utilized to reduce indebtedness and finance growth; there is no intention to pay distributions.

Liquidity Event/Waterfall

In the event of a liquidity event in the form of an initial public offering, the shares of Amalco (or its successor entities), and in the event of a sale transaction the net proceeds of sale, shall be distributed to the holders of Units in proportion to their respective ownership of Units, subject in each case to a priority partnership distribution to the Controlling Investor, of a 10% carried interest (calculated, for greater certainty, on 100% of the shares of Amalco or the net proceeds of sale, as applicable), payable in shares or cash as applicable, subject in all cases to an 8% per annum hurdle rate.

APPENDIX "C"
GUARANTEE AND SECURITY DOCUMENTS

GUARANTEES

(a) Holdco LP Guarantee

(b) Ontario law governed guarantee dated as of April 8, 2020 between AcquisitionCo, Maxar Technologies ULC, MDA Geospatial Services Inc., MacDonald Dettwiler Holdings Ltd., MDA International Holdings, Inc., MDA Brazil Holdings, Inc., MacDonald Dettwiler and Associates Inc., MacDonald Dettwiler and Associates Corporation, Space Infrastructure Services (Canada) Ltd., MDA Systems Ltd., Triathlon Ltd., Cascade Data Services Inc., MDA GP Holdings Ltd., MDA Space and Robotics Limited, 11963791 Canada Inc., 2748639 Ontario Inc., 11963830 Canada Inc. and 11963805 Canada Inc. and the Trustee.

SECURITY DOCUMENTS

(a) Holdco LP Pledge Agreement

(b) Ontario law governed general security agreement dated as of April 8, 2020 among AcquisitionCo, Maxar Technologies ULC, MDA Geospatial Services Inc., MacDonald Dettwiler Holdings Ltd., MDA International Holdings, Inc., MDA Brazil Holdings, Inc., MacDonald Dettwiler and Associates Inc., MacDonald Dettwiler and Associates Corporation, Space Infrastructure Services (Canada) Ltd., MDA Systems Ltd., Triathlon Ltd., Cascade Data Services Inc., MDA GP Holdings Ltd., 11963791 Canada Inc., 2748639 Ontario Inc., 11963830 Canada Inc. and 11963805 Canada Inc. and the Trustee.

(c) Ontario law governed intellectual property security agreement dated as of April 8, 2020 between AcquisitionCo, Maxar Technologies ULC, MDA Geospatial Services Inc., MacDonald Dettwiler Holdings Ltd., MDA International Holdings, Inc., MDA Brazil Holdings, Inc., MacDonald Dettwiler and Associates Inc., MacDonald Dettwiler and Associates Corporation, Space Infrastructure Services (Canada) Ltd., MDA Systems Ltd., Triathlon Ltd., Cascade Data Services Inc., MDA GP Holdings Ltd., 11963791 Canada Inc., 2748639 Ontario Inc., 11963830 Canada Inc. and 11963805 Canada Inc. and the Trustee.

(d) Quebec law governed omnibus deed of moveable hypothec dated as of April 8, 2020 among Neptune Acquisition Inc., MacDonald, Dettwiler and Associates Corporation, Maxar Technologies ULC and MDA Geospatial Services Inc. and the Trustee.

(e) Quebec law governed deed of immoveable hypothec to be entered into between MacDonald, Dettwiler and Associates Corporation and the Trustee.

(f) UK law governed debenture dated as of April 8, 2020 and made between MDA Space and Robotics Limited and the Trustee.

(g) UK law governed share charge dated as of April 8, 2020 and made between Maxar Technologies ULC and the Trustee.

APPENDIX "D"

SPECIFIED REPRESENTATIONS

The Issuer hereby represents and warrants to the Holders and the Trustee, as of the Issue Date only (and for purposes of the condition precedent in Section 1(k) of Appendix "B"):

(a) Status and Power. Each Obligor is validly subsisting under the laws of the jurisdiction of its incorporation, and has all requisite capacity, power and authority to carry out the transactions contemplated by the Notes Documents to which it is a party.

(b) Compliance with Charter Documents. The execution, delivery and performance by each Obligor of the Notes Documents to which it is a party do not conflict with, result in any breach or violation of, or constitute a default under the terms, conditions or provisions of the articles of incorporation, by-laws or other constating documents of, or any unanimous shareholder agreement, or limited partnership agreement or declaration relating to, such Obligor.

(c) Senior Indebtedness. The Notes Obligations constitute senior Indebtedness of the Obligors, ranking senior in right of payment to all other Indebtedness of the Obligors that is expressly subordinated to the Notes (but excluding the First Lien Debt).

(d) Sanctions Laws. The proceeds from the Initial Notes issued on the Issue Date will not be used in violation of any Sanctions or the Corruption of Foreign Public Officials Act (Canada).

EXHIBIT "A"

FORM OF NOTE

[INSERT IN DEFINITIVE NOTES: IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.]

[INSERT IN 144A GLOBAL NOTE: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. ("CDS") TO NEPTUNE ACQUISITION INC. (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 TO 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 A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.]

THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE CANADIAN ISSUER'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

[INSERT IN REGULATION S GLOBAL NOTE: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY

SERVICES INC. ("CDS") TO NEPTUNE ACQUISITION INC. (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 TO 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 A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") THAT IS 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S) IN RELIANCE ON REGULATION S, ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE CANADIAN ISSUER'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY

SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATIONS UNDER THE SECURITIES ACT.

[INSERT IN CANADIAN GLOBAL NOTE: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. ("CDS") TO NEPTUNE ACQUISITION INC. (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 TO 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 A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.]

CUSIP [ ] ISIN [ ]

[Interest redacted]

[RULE 144A][REGULATION S][CANADIAN][GLOBAL] NOTE

☑% Second Lien PIK Toggle Notes due 2027

No. [144A-][RegS-][Cdn-]

$ [as revised by the Schedule of Redemption, Repurchase and Exchanges of Interests in the Global Note attached hereto]¹

NEPTUNE ACQUISITION INC.

promises to pay to [CDS & Co.]¹ or registered assigns, the principal sum of $ ( ) Canadian dollars[, as revised by the Schedule of Redemption, Repurchase and Exchanges of Interests in the Global Note attached hereto]² on [●].

Interest Payment Dates: [●] and [●]

Record Dates: [●] and [●]

Reference is made to further provisions of this Note set forth on the reverse side hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

¹ [NTD: Insert for Global Notes.]
² [NTD: Insert for Global Notes.]

IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed.

Dated: [●]

NEPTUNE ACQUISITION INC.

By:
Name:
Title:

CERTIFICATE OF AUTHENTICATION

This is one of the Notes referred to in the within-mentioned Indenture:

[•], as Trustee

By: _______
Name:
Title:

Dated:

[Form of Reverse Side of Note]

■% Second Lien PIK Toggle Notes due 2027

Neptune Acquisition Inc.

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Interest. Neptune Acquisition Inc., a corporation incorporated under the laws of British Columbia (the "Issuer"), promises to pay interest at a rate of ■% per annum payable in equal semi-annual payments on both [●] and [●] of each year (or if such day is not a business day, the next following business day) (each a "Interest Payment Date"), provided that the first Interest Payment Date shall be [●] and the interest payable shall be for the period from [●] to [●]. The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, at the rate equal to the then applicable interest rate on the Notes to the extent lawful and it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments or interest at the same rate to the extent lawful. Interest shall be computed on the basis of a 365-day or 366-day year, as applicable, and the actual number of elapsed days in that period. Interest shall accrue (in addition to the interest rate equal to the then applicable interest rate on the Notes) from and including the date on which an Event of Default shall have been cured, at a rate per annum equal to ■% of the principal amount of the Notes.
PIK Interest. The Issuer shall have the right to elect, from time to time, in respect of all or any part of the then outstanding Notes, to satisfy a portion of any Interest Obligation on any Interest Payment Date by delivering PIK Notes. At all times, interest in respect of which a PIK Election is made will be payable (i) with respect to securities represented by a Global Note registered in the name of, or held by, the Depository on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of interest subject to a PIK Election, or (ii) with respect to securities in certificated form, by issuing PIK Notes in certificated form in an aggregate principal amount equal to the amount of interest subject to the PIK Election (rounded down to the nearest whole dollar) and the Trustee will, at the written request of the Issuer, certify and deliver such PIK Notes in certificated form for original issuance to the Holders on the relevant record date, as shown by the records of the register of the Holders. Following an increase in the principal amount of the Global Note as a result of a PIK Election, the Global Note will bear interest on such increased principal amount from and after the date of payment of such PIK Interest Amount. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Any certificated PIK Notes will be issued with the description "PIK" on the face of such security. So long as a PIK Election Notice has been made and not withdrawn in accordance with Article 4 of the Indenture, the Notes shall bear interest as follows: ■(■%) per annum in cash and ■(■%) per annum paid-in-kind (which payment-in-kind interest shall be capitalized on the applicable Interest Payment Date and evidenced by PIK Notes).

[Interest redacted]

3.	Administration Fee. The Issuer shall pay an administration fee in an amount equal to 10 % per annum payable in cash in full in equal quarterly payments on each of [●], [●], [●] and [●] and payable in advance, with the first such payment to be made on the Issue Date, but subject to reduction on any applicable quarter for any Calculation Agent fees as provided for in the Indenture.	[Fee redacted]
4.	Method of Payment. The Issuer shall pay interest on the Notes and the amortization amount to the Persons who are registered holders of Notes at the close of business on [●] or [●] (whether or not a Business Day), as the case may be, immediately preceding the Interest Payment Date, even if such Notes are cancelled after such record date and on or before such Interest Payment Date, except as provided in Section 2.16 of the Indenture with respect to defaulted interest. Principal of, premium, if any, and interest on the Notes shall be payable at the office or agency of the Issuer maintained for such purpose or, at the option of the Issuer, payment of interest may be made by check mailed to the Holders at their respective addresses set forth in the Note Register; provided that payment by wire transfer of immediately available funds shall be required with respect to principal of and interest, premium on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Issuer or the Paying Agent at least ten days prior to the applicable payment date. Such payment shall be in such coin or currency of the Canada as at the time of payment is legal tender for payment of public and private debts.	[Interest redacted]
5.	Paying Agent and Registrar. Initially the Trustee under the Indenture, shall act as Paying Agent and Registrar. The Issuer may change any Paying Agent or Registrar without notice to the Holders. The Issuer or any of the Guarantors may act in any such capacity.
6.	Indenture; Guarantees. The Issuer issued the Notes under an Indenture, dated as of April 8, 2020 (the " Indenture "), among Neptune Acquisition Inc. and the Trustee. This Note is one of a duly authorized issue of Notes of the Issuer designated as its 10 % Second Lien PIK Toggle Notes due 2027. The Issuer shall be entitled to issue Additional Notes pursuant to the Indenture. The Notes include (i) $150,000,000 principal amount of the Initial Notes, and (ii) if and when issued in accordance with the Indenture, Additional Notes. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture and the other Notes Documents. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. This Note is guaranteed by the Guarantors and the Holdco LP as set forth in the Indenture.
7.	Redemption and Repurchase. The Notes are subject to mandatory and optional redemption, and may be the subject of a Mandatory Redemption or Change of Control Offer, as further described in the Indenture.
8.	Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof, provided that PIK Notes issued pursuant to the Indenture will be issuable in denominations of $1.00 and integral multiples thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents,

and Holders shall be required to pay any taxes and fees required by law or permitted by the Indenture. The Issuer need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part.

Persons Deemed Owners. The registered Holder of a Note may be treated as its owner for all purposes.
Amendment, Supplement and Waiver. The Indenture, the Guarantees, the Notes and the other Security Documents may be amended or supplemented as provided in the Indenture.
Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 8.01 of the Indenture. Upon the occurrence of an Event of Default, the rights and obligations of the Issuer, the Trustee and the Holders shall be as set forth in the applicable provisions of the Indenture.
Authentication. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee.
Security. The Notes shall be secured by second-priority Lien and security interests in the Secured Assets, the Holdco LP Collateral and the Management Collateral, in each case subject to Permitted Liens, on the terms and conditions set forth in the Indenture, the Security Documents, and the Intercreditor Agreement. The Trustee holds the Notes in trust for the benefit of the Creditors, in each case pursuant to the Notes Documents.
Governing Law. THE LAWS OF THE PROVINCE OF ONTARIO AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE NOTES AND THE GUARANTEES. CERTAIN MORTGAGE DOCUMENTS WILL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE JURISDICTIONS IN WHICH THE APPLICABLE PREMISES ARE LOCATED.
CUSIP and ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP and ISIN numbers to be printed on the Notes, and the Trustee may use CUSIP and ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Issuer shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to the Issuer at the following address:

c/o Neptune Acquisition Inc.

[•]

ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:

(Insert assignee's legal name)

(Insert assignee's soc. sec. or tax I.D. no.)

(Print or type assignee's name, address and zip code)

and irrevocably appoint

to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.

Date: _______

Your Signature: _______
(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*: _______

Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER RESTRICTED NOTES

This certificate relates to $_ principal amount of Notes held in (check applicable space) _ book-entry or __ definitive form by the undersigned.

The undersigned (check one box below):

☐ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depository a Note or Notes in definitive, registered form of authorized denominations and in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above) in accordance with the Indenture; or

☐ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes.

In connection with any transfer of any of the Transfer Restricted Notes evidenced by this certificate occurring prior to the expiration of the applicable holding period referred to in Rule 144 under the Securities Act, the undersigned confirms that such Notes are being transferred in accordance with their terms:

CHECK ONE BOX BELOW

☐ to the Issuer or subsidiary thereof; or
☐ to the Registrar for registration in the name of the Holder, without transfer; or
☐ pursuant to an effective registration statement under the Securities Act of 1933; or
☐ inside the United States of America to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer and to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or
☐ outside the United States of America in an offshore transaction within the meaning of Regulation S under the Securities Act of 1933 in compliance with Rule 904 under the Securities Act of 1933 and Canadian Securities Laws; or
☐ pursuant to another available exemption from registration under the Securities Act of 1933.

Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any Person other than the registered Holder thereof; provided, however, that if box (3), (4), (5) or (6) is checked, the Issuer or the Trustee may require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Issuer has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933.

Your Signature

Signature Guarantee:

Date: _________

Signature of Guarantor

Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee

TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A.

Date: _________

NOTICE: To be executed by an executive officer

TO BE COMPLETED IF THE HOLDER REQUESTS AN EXCHANGE PURSUANT TO SECTION 4(c)(i) OF APPENDIX A TO THE INDENTURE

The undersigned represents and warrants that either:

☐ the undersigned is a non-U.S. person (within the meaning of Regulation S under the Securities Act of 1933); or
☐ the undersigned is a U.S. person (within the meaning of Regulation S under the Securities Act of 1933) who purchased interests in the Notes pursuant to an exemption from, or in a transaction not subject to the registration requirements under the Securities Act.

Date: ____ ____

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Issuer pursuant to Section 7.09 or Section 7.13 of the Indenture, check the appropriate box below:

If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 7.09 or Section 7.13 of the Indenture, state the amount you elect to have purchased:

$ ___

$ ___ (integral multiples of $1,000, provided that the unpurchased portion must be in a minimum principal amount of $2,000)

Date: __ Your Signature: __
(Sign exactly as your name appears on the face of this Note)

Tax Identification No.: ___

Signature Guarantee*: ___

Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

SCHEDULE OF REDEMPTION, REPURCHASE AND EXCHANGES OF INTERESTS IN THE GLOBAL NOTE *

The initial outstanding principal amount of this Global Note is $____. The following documents reflect:

exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note,
exchanges of a part of another Global or Definitive Note for an interest in this Global Note,
records redemption and repurchases of this Global Note that have been made
increase due to the issuance of PIK Notes
decreases due to payment of Principal Amount of this Global Note:

Date of Exchange, Redemption, Repurchase or issuance of PIK Interest	Amount of decrease in Principal Amount of this Global Note	Amount of increase in Principal Amount of this Global Note	Principal Amount of this Global Note following such decrease or increase	Signature of authorized signatory of Trustee or Custodian

EXHIBIT "B"
FORM OF INTERCREDITOR AGREEMENT

[See attached]

EXECUTION VERSION

INTERCREDITOR AGREEMENT

THIS AGREEMENT dated as of April 8, 2020

AMONG:

NEPTUNE ACQUISITION INC.
as Borrower

-and-

NEPTUNE ACQUISITION LIMITED PARTNERSHIP, CASCADE DATA SERVICES INC., MDA BRAZIL HOLDINGS, INC., MDA GEOSPATIAL SERVICES INC., MDA GP HOLDINGS LTD., MDA SPACE AND ROBOTICS LIMITED, MDA SYSTEMS LTD., MDA INTERNATIONAL HOLDINGS, INC., MACDONALD, DETTWILER AND ASSOCIATES CORPORATION, MACDONALD, DETTWILER AND ASSOCIATES INC., MACDONALD, DETTWILER HOLDINGS LTD., SPACE INFRASTRUCTURE SERVICES (CANADA) LTD., TRIATHLON LTD., MAXAR TECHNOLOGIES ULC, 11963791 CANADA INC., 2748639 ONTARIO INC., 11963805 CANADA INC. and 11963830 CANADA INC.

as Obligors

-and-

THE BANK OF NOVA SCOTIA
as administrative agent for the First Lien Creditors (as defined herein)

-and-

COMPUTERSHARE TRUST COMPANY OF CANADA
as trustee for the Second Lien Creditors (as defined herein)

WHEREAS the Borrower is now or may hereafter become indebted or otherwise liable to the First Lien Creditors pursuant to the First Lien Credit Documents and has provided or may hereafter provide security therefor;

AND WHEREAS the Obligors have guaranteed or may hereafter guarantee the payment and performance of all or a portion of the First Lien Debt and have provided or may hereafter provide security therefor;

AND WHEREAS the Borrower is now or may hereafter become indebted or otherwise liable to the Second Lien Creditors pursuant to the Second Lien Credit Documents and has provided or may hereafter provide security therefor;

AND WHEREAS the Obligors have guaranteed or may hereafter guarantee the payment and performance of the Second Lien Debt and have provided or may hereafter provide security therefor;

AND WHEREAS the parties wish to confirm the respective priorities and rights of the First Lien Creditors and the Second Lien Creditors, as creditors of the Obligors, and as secured parties with respect to the Property of each Obligor;

NOW THEREFORE, in consideration of the mutual obligations contained herein and for other consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

ARTICLE 1 INTERPRETATION

1.1 General Definitions.

Unless the context otherwise requires, in this Agreement:

“AcquisitionCo” means Neptune Acquisition Inc., a corporation incorporated under the laws of the Province of British Columbia.

“Amalco” means Neptune Operations Ltd., a corporation amalgamated under the laws of the Province of British Columbia resulting from the amalgamation of AcquisitionCo and Maxar Technologies ULC.

“Assignment and Assumption Agreement” is defined in Section 3.6.1(c).

“Banking Day” means, any day other than a Saturday or a Sunday on which banks generally are open for normal banking business in Toronto, Ontario.

“BIA” means the Bankruptcy and Insolvency Act (Canada).

“Borrower” means, prior to the relevant Permitted Amalgamation (as defined in the First Lien Credit Agreement), AcquisitionCo and, thereafter, Amalco.

“Catch-up Payments” has the meaning ascribed to it in Section 4.2.

“CCAA” means the Companies’ Creditors Arrangement Act (Canada).

“Commitment” means, in respect of any First Lien Lender, such First Lien Lender’s commitment to make advances to the Borrower under the First Lien Credit Agreement.

“Credit Facilities” has the meaning ascribed to it in the First Lien Credit Agreement.

“DIP Financing” means the obtaining of credit or incurring debt secured by Liens on the Property pursuant to Section 11.2 of the CCAA or Section 50.6 of the BIA, or equivalent or analogous provisions of any other Insolvency Law.

“Distribution” means, with respect to any Secured Party Debt, (i) any payment or distribution by any Obligor of cash, securities or other property, by set-off or

otherwise, on account of such Secured Party Debt or (ii) any redemption, purchase or other acquisition of such Secured Party Debt by any Obligor.

"Enforcement Action" means, with respect to any Secured Party Debt, an action under applicable law to (a) initiate, file or commence, or join in the initiation, filing or commencement of an Insolvency Proceeding; (b) foreclose, execute, levy, or collect on, take possession or control of, sell or otherwise realize upon (judicially or non-judicially), or dispose of (whether publicly or privately), Property, or otherwise exercise or enforce remedial rights with respect to any Obligor or Property under the First Lien Credit Documents or the Second Lien Credit Documents (including by way of setoff, recoupment, notification of a public or private sale or other disposition pursuant to applicable law, notification to account debtors, notification to depositary banks under deposit account control or similar agreements, or exercise of rights under landlord consents, if applicable), (c) solicit bids from third parties to conduct the liquidation or disposition of Property or to engage or retain sales brokers, marketing agents, investment bankers, accountants, appraisers, auctioneers or other third parties for the purposes of marketing, promoting, and selling Property, (d) accept or receive a transfer of Property in satisfaction of any obligation secured thereby, or (e) otherwise enforce a security interest or exercise another right or remedy, as a secured creditor or otherwise, at law or in equity, or pursuant to the First Lien Credit Documents or the Second Lien Credit Documents (including the commencement of applicable legal proceedings or other actions with respect to all or any portion of the Property or any Obligors to facilitate the actions described in the preceding clauses and exercising voting rights in respect of equity interests comprising Property).

"Equivalent Amount" means, as of any particular date, in relation to an amount in one currency, the amount in another currency that could be purchased by the amount in the first currency determined by using the Bank of Canada daily average rate of exchange published on the Bank of Canada website (or for the preceding Banking Day if such rate is not available at the relevant time).

"Event of Default" means an "Event of Default" as such term is defined in any of the Secured Party Credit Documents, unless otherwise specified herein.

"Excess First Lien Obligations" means (i) any First Lien Debt at such time consisting of the outstanding principal amount of loans and reimbursement obligations in respect of letters of credit made by the First Lien Creditors under the First Lien Credit Documents to the extent the aggregate amount of such First Lien Debt is in excess of the amounts permitted under Section 2.3 hereof; and (ii) all amounts in respect of accrued, unpaid interest, fees, and premium (if any), in each case accruing in respect of or attributable to, but only in respect of or attributable to, the excess amounts described in clause (i) of this definition.

"First Lien Agent" means The Bank of Nova Scotia, in its capacity as administrative agent of the First Lien Creditors pursuant to the First Lien Credit Agreement.

"First Lien Credit Agreement" means credit agreement dated as of April 8, 2020 between the Borrower, the First Lien Agent and the First Lien Lenders.

"First Lien Credit Documents" has the meaning ascribed to the term "Credit Documents" in the First Lien Credit Agreement.

"First Lien Creditors" has the meaning ascribed to the term "Creditors" in the First Lien Credit Agreement.

"First Lien Debt" means, collectively, all of the Secured Obligations (as such term is defined in the First Lien Credit Agreement) of all of the Obligors.

"First Lien Debt Default Notice" means a written notice from the First Lien Agent to the Second Lien Trustee making reference to this Agreement and pursuant to which the Second Lien Trustee is notified of the occurrence of a First Lien Default, which notice incorporates a reasonably detailed description of such First Lien Default.

"First Lien Default" means any "Event of Default" under Article 13 of the First Lien Credit Agreement, including any default in payment of First Lien Debt after acceleration thereof.

"First Lien Lenders" has the meaning ascribed to the term "Lenders" in the First Lien Credit Agreement and "First Lien Lender" means any of the First Lien Lenders.

"First Lien Security" means, collectively, the Security, the Holdco LP Security and the Management Security (as each of those terms are defined in the First Lien Credit Agreement).

"Fraudulent Conveyances Law" means the Assignments and Preferences Act (Ontario), the Fraudulent Conveyances Act (Ontario), Sections 95 through 101 of the BIA, or any other like, equivalent or analogous legislation of any jurisdiction, domestic or foreign.

"Funding Date" has the meaning assigned to it in the First Lien Credit Agreement.

"Guarantors" has the meaning ascribed to it in the First Lien Credit Agreement and the Second Lien Note Indenture.

"Holdco LP" means Neptune Acquisition Limited Partnership, a limited partnership formed under the laws of the Province of Manitoba.

"Insolvency Law" means the BIA, the CCAA, the Winding-Up and Restructuring Act (Canada), any provincial law providing for the appointment of a receiver by a court of competent jurisdiction, any provision of any statute governing the existence of any legal person permitting the legal person to propose an arrangement in respect of any class of its creditors, including plans of

arrangement under the Canada Business Corporations Act, or any other like, equivalent or analogous legislation of any jurisdiction, domestic or foreign.

“Insolvency Proceeding” means, whether voluntary or involuntary, any proceeding relative to an Obligor or the Property, or any part thereof, under any Insolvency Law, including any bankruptcy, receivership (whether by private or court appointment), interim-receivership, liquidation, compromise, arrangement, reorganization, restructuring, recapitalization (including any proceeding in respect of any plan of arrangement or compromise under the Canada Business Corporations Act or any other statute governing the existence of any legal entity where such legal entity proposes an arrangement involving a compromise, conversion or release of any indebtedness or other liabilities), or any similar proceeding under applicable law, including any proceeding for voluntary liquidation, dissolution or winding-up of an Obligor or any corporate reorganization involving one or more insolvent Obligors.

“Lenders” means, collectively, the First Lien Lenders and the Second Lien Creditors and “Lender” means any one of them.

“Lien” means (i) any right of set-off intended to secure the payment or performance of an obligation, (ii) any interest in Property created by way of mortgage, pledge, charge, lien, assignment by way of security, hypothecation, security interest, hire purchase agreement, conditional sale agreement, sale/lease-back transaction, deposit arrangement, title retention, capital lease or discount, factoring or securitization arrangement on recourse terms, (iii) any statutory deemed trust or lien, (iv) any preference, priority, adverse claim, levy, execution, seizure, attachment, garnishment or other encumbrance which binds Property and (v) any agreement to grant any of the foregoing rights or interests described in clauses (i) to (iv) of this definition.

“NRT Facility” has the meaning ascribed to it in the First Lien Credit Agreement.

“Obligors” at any time means, the Borrower, Holdco LP, the Guarantors, Senior Management and each other future person that has, or is required to, become a party to this Agreement pursuant to Section 3.4, and “Obligor” means any of them.

“Payment Blockage Period” means the period commencing upon the earlier of (x) the receipt by the Second Lien Trustee of a First Lien Debt Default Notice from the First Lien Agent or (y) the initiation of an Insolvency Proceeding and ending upon the earliest of: (i) the date upon which the Second Lien Trustee receives a further written notice from the First Lien Agent that the First Lien Default(s) has been cured; or (ii) the date upon which the Second Lien Trustee receives a further written notice from the First Lien Agent that the First Lien Lenders have waived the First Lien Default(s).

“Payment in Full” in relation to any Secured Party Debt means permanent, indefeasible and irrevocable payment in cash (or other freely available funds

transfer as may be expressly provided for in the applicable Secured Party Credit Documents) to the applicable Secured Party in full of such Secured Party Debt in accordance with the express provisions of the Secured Party Credit Documents, without regard to any compromise, reduction or disallowance of all or any item or part thereof by virtue of the application of any Insolvency Law, Fraudulent Conveyances Law or any other law affecting creditors' rights generally or general principles of equity, and the cancellation or expiry of all commitments to lend or otherwise extend credit.

“PPSA” means the Personal Property Security Act (Ontario) or the equivalent or analogous statute in any other applicable jurisdiction.

“Preparatory Notices” means, collectively, with respect to the Property (i) any notice pursuant to Section 244(1) of the BIA; (ii) any notice pursuant to Section 63 of the PPSA; and (iii) any other notice issued pursuant to any other like, equivalent or analogous legislation of any jurisdiction, domestic or foreign and “Preparatory Notice” means any one of them.

“Pricing” means any interest, fee or other amount payable under a Secured Party Credit Document that would constitute “interest” within the meaning of the Criminal Code (Canada); provided that for the purposes of Sections 2.3 and 2.4, (y) any increase in a reference rate such as “LIBOR”, “prime” or “base rate” shall not constitute an increase in Pricing and (z) any increase in the level of the applicable margin in accordance with the terms of the First Lien Credit Agreement changed by reason of a change in the Total Debt/EBITDA Ratio (as defined in the First Lien Credit Agreement) also shall not constitute an increase in Pricing. For certainty, “fee” includes stamping fees, letter of credit fees and revolver standby fees, but excludes amendment, forbearance, work-out and similar fees.

“Proceeds” means

(a) all proceeds (as defined in the PPSA) of the Property; and

(b) whatever is recovered (including money, choses in action, securities, assets and other property):

(i) from any sale or disposition of, or other enforcement or realization of any Lien with respect to any Obligor and/or any Property, including in connection with an Enforcement Action;

(ii) as a distribution in respect of any Property or Secured Party Debt in an Insolvency Proceeding,

(iii) pursuant to any demand or proceedings under Fraudulent Conveyances Law involving any Obligor or Property;

(iv) as insurance or expropriation proceeds or any other payment representing indemnity or compensation for loss of, damage to or interruption in the business, operation or enjoyment of all or any part of the Property or any proceeds thereof, or

(v) as a result of the exercise of any right of set off or other similar right or remedy;

in each case received by any First Lien Creditors or Second Lien Creditors (or receiver on their behalf) (X) after the occurrence of any First Lien Debt Default or Second Lien Debt Default or after the initiation of any Insolvency Proceeding, and (Y) net of all proper costs, charges and expenses or liabilities incurred in connection with the foregoing, including legal fees and all proper costs, charges, expenses and liabilities of any receiver.

"Property" means (i) with respect to Holdco LP, the Holdco LP Collateral (as such term is defined in the First Lien Credit Agreement and the Second Lien Note Indenture); (ii) with respect to Senior Management, the Management Collateral (as such term is defined in the First Lien Credit Agreement and the Second Lien Note Indenture) and (iii) with respect to each Obligor other than Holdco LP and Senior Management, the Secured Assets (as such term is defined in the First Lien Credit Agreement and the Second Lien Note Indenture) of such Obligor.

"Purchase Date" is defined in Section 3.6.4.

"Purchase Event" means (a)(i) an acceleration of any of the First Lien Debt or (ii) the giving of notice by the First Lien Agent to any Obligor or the Second Lien Agent of its intention to take any Enforcement Action against the Property, or (b) the occurrence and continuation of an Event of Default under the First Lien Credit Documents for a period of ninety (90) days (from the earlier of the date on which (x) the First Lien Agent becomes aware of such Event of Default and (y) the First Lien Agent receives from the Borrower written notice of such Event of Default) which for certainty, has not otherwise been waived or cured.

"Purchase Notice" is defined in Section 3.6.4.

"Purchase Price" is defined in Section 3.6.9.

"Purchased Obligations" is defined in Section 3.6.1.

"Second Lien Credit Documents" has the meaning ascribed to the term "Notes Documents" in the Second Lien Note Indenture.

"Second Lien Creditors" means collectively, the Second Lien Trustee and the Holders (as such term is defined in the Second Lien Note Indenture).

"Second Lien Debt" means, collectively, all of the Notes Obligations (as such term is defined in the Second Lien Note Indenture) of all of the Obligors.

"Second Lien Debt Default" means any "Event of Default" under Article 8 of the Second Lien Note Indenture, including any default in payment of Second Lien Debt after acceleration thereof.

"Second Lien Debt Default Notice" means a written notice from the Second Lien Trustee to the First Lien Agent making reference to this Agreement and pursuant to which the First Lien Agent is notified of the occurrence of a Second Lien Debt Default, which notice incorporates a reasonably detailed description of such Second Lien Debt Default.

"Second Lien Debt Maturity Date" has the meaning ascribed to the term "Maturity Date" in the Second Lien Note Indenture.

"Second Lien Note Indenture" means the note indenture dated as of April 8, 2020 in the amount of $150,000,000 issued by the Borrower in favour of the Second Lien Creditors.

"Second Lien Security" means, collectively, the Security, the Holdco LP Security and the Management Security (as each of those terms are defined in the Second Lien Note Indenture).

"Second Lien Trustee" means Computershare Trust Company of Canada, as trustee for and on behalf of the Second Lien Creditors pursuant to the Second Lien Credit Documents.

"Secured Party" means a First Lien Creditor or a Second Lien Creditor, as the context requires.

"Secured Party Credit Documents" means the First Lien Credit Documents or the Second Lien Credit Documents, as the context requires.

"Secured Party Debt" means First Lien Debt or Second Lien Debt, as the context requires.

"Secured Party Security" means First Lien Security or Second Lien Security, as the context require.

"Senior Management" means members of management and other senior employees of the Borrower who have entered into Management Documents, provided, that unless and until any Senior Management acquire equity interests in the Borrower and enter into Management Documents in accordance with the terms of the First Lien Credit Agreement and the Second Lien Note Indenture, the term "Senior Management" shall have no application hereunder.

"STA" means the Securities Transfer Act, 2006 (Ontario) or the equivalent or analogous statute in any other applicable jurisdiction.

"Standstill Period" has the meaning specified in Section 6.1.

"US Dollars" or "US$" means the lawful money of the United States of America.

1.2 Additional References

To the extent the context so admits, in this Agreement the following words and expressions shall be given the following corresponding extended meanings:

an “agreement” – any agreement, oral or written, any simple contract, deed or specialty, and includes any bond, bill of exchange, indenture, instrument or undertaking.

“change” – change, modify, alter, amend, supplement, extend, renew, compromise, novate, replace, terminate, release, discharge, cancel, suspend or waive.

a “document” – a written agreement, consent, waiver, certificate, notice or other written document or instrument.

a “guarantee” – any guarantee, indemnity, letter of comfort or other assurance made in respect of any indebtedness, other obligation or financial condition of another, including (i) any purchase or repurchase agreement, (ii) any obligation to supply funds or invest in such other, (iii) any keep-well, take-or-pay, through-put or other arrangement having the effect of assuring or holding harmless another against financial loss, or maintaining another’s solvency or financial viability or (iv) any obligation under any credit derivative; but shall exclude endorsements on notes, bills and cheques presented to financial institutions for collection or deposit in the ordinary course of business.

“include” – include without limitation and such term shall not be construed to limit any word or statement which it follows to the specific items or matters immediately following it or similar terms or matters.

a “person” – an individual, including an individual in his or her capacity as trustee, executor, administrator or other representative, a sole proprietorship, a partnership, an unincorporated association, an unincorporated syndicate, an unincorporated organization, a trust, including a business trust, a body corporate organized under the laws of any jurisdiction, a government or agency of a government or any other artificial legal or commercial entity.

a “proceeding” – any proceeding, legal action, lawsuit, arbitration, mediation, alternative dispute resolution proceeding or other proceeding, including any Insolvency Proceeding.

a “receiver” – a privately appointed or court appointed receiver or receiver and manager, interim receiver, liquidator, trustee-in-bankruptcy, administrator, administrative receiver and any other like or similar official.

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“rights” – rights, titles, benefits, interests, powers, authorities, discretions, privileges, immunities and remedies (actual or contingent, direct or indirect, matured or unmatured, now existing or arising hereafter), whether arising by agreement or statute, at law, in equity or otherwise.

“set-off” – any right or obligation of set-off, compensation, offset, combination of accounts, netting, retention, withholding, reduction, deduction, counter-claim or any similar right or obligation, or (as the context requires) any exercise of any such right or performance of such obligation.

“successor” of a person (the “relevant party”) – (i) any amalgamated or other body corporate of which the relevant party or any of its successors is one of the amalgamating or merging body corporates, (ii) any person resulting from any court approved arrangement of which the relevant party or any of its successors is party, (iii) any person to whom all or substantially all the assets of the relevant party is transferred, (iv) any body corporate resulting from the continuance of the relevant party or any successor of it under the laws of another jurisdiction of incorporation and (v) any successor (determined as aforesaid or in any similar or comparable procedure under the laws of any other jurisdiction) of any person referred to in clause (i), (ii), (iii) or (iv) of this definition. Each reference in this Agreement to any party hereto or any other person shall (where the context so admits) include its successors.

“written” and “in writing” – an original writing or a pdf or facsimile copy of a writing.

1.3 References to Agreements

Unless the context otherwise requires, each reference in this Agreement to any agreement or document (including this Agreement and any other defined term that is an agreement or document) shall be construed so as to include such agreement or document (including any attached schedules, appendices and exhibits) and each change made to it at or before the time in question; provided that (a) each reference in this Agreement to any First Lien Credit Document shall be construed so as to refer to such First Lien Credit Document to the extent it has been changed in accordance with the provisions of Section 2.3 and (b) each reference in this Agreement to any Second Lien Credit Document shall be construed so as to refer to such Second Lien Credit Document to the extent it has been changed in accordance with the provisions of Section 2.4.

1.4 Headings, etc.

The division of this Agreement into Articles, Sections, Subsections, Schedules and the insertion of headings are for the convenience of reference only and shall not affect the construction or interpretation of this Agreement. References in this Agreement to Articles, Sections, Subsections, paragraphs, subparagraphs, clauses and Schedules are to Articles, Sections, Subsections, paragraphs, subparagraphs and clauses of and Schedules annexed to this Agreement. The Article and Section headings in this Agreement are included solely for convenience, are not intended to be full or accurate descriptions and shall not be considered part

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of this Agreement. The terms “this Agreement”, “hereof”, “hereunder” and similar expressions refer to this Agreement and not to any particular Article, Section, Subsection, Schedule, paragraph, subparagraph, clause or other portion of this Agreement.

1.5 Reference to Statutes

Unless the context otherwise requires, each reference in this Agreement to any code, statute, regulation, official interpretation, directive or other legislative enactment of any Canadian or foreign jurisdiction (including any political subdivision of any thereof) at any time shall be construed so as to include such code, statute, regulation, official interpretation, directive or enactment and each change thereto made at or before that time.

1.6 Currency References

Each currency reference and the "$" symbol in this Agreement shall be a reference to Canadian dollars unless expressly stated otherwise.

1.7 Grammatical Variations

In this Agreement, unless the context otherwise requires, (i) words and expressions (including words and expressions (capitalized or not) defined or given extended meanings) in the singular include the plural and vice versa (the necessary changes being made to fit the context), (ii) words in one gender include all genders and (iii) grammatical variations of words and expressions (capitalized or not) which are defined, given extended meanings or incorporated by reference in this Agreement shall be construed in like manner.

ARTICLE 2 CHANGES AND CONSENTS

2.1 Consent

2.1.1 The Borrower confirms to the First Lien Creditors that it has provided to the First Lien Agent true and complete copies of all Second Lien Credit Documents in existence as at the Funding Date and the First Lien Agent confirms receipt of such Second Lien Credit Documents from the Borrower on or prior to the Funding Date.

2.1.2 The Borrower confirms to the Second Lien Trustee that it has provided to it a true and complete copy of all First Lien Credit Documents in existence as at the Funding Date and the Second Lien Trustee confirms receipt of a copy of such First Lien Credit Documents on or prior to the Funding Date.

2.1.3 Subject at all times to compliance with the terms and any applicable limitations set forth in this Agreement and the First Lien Credit Documents, the First Lien Creditors (i) consent to the incurring by the Borrower and the Guarantors of the Second Lien Debt and the granting by the Obligors of guarantees and security in connection with the Second Lien Debt and (y) acknowledge and agree that such actions do not constitute defaults or events of default under the First Lien Credit Documents.

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2.1.4 Subject at all times to compliance with the terms and any applicable limitations set forth in this Agreement and the Second Lien Credit Documents, the Second Lien Creditors (i) consent to the incurring by the Borrower and the Guarantors of the First Lien Debt and the granting by the Obligors of guarantees and security in connection with the First Lien Debt and (y) acknowledge and agree that such actions do not constitute defaults or events of default under the Second Lien Credit Documents.

2.2 Further Guarantees and/or Security

2.2.1 Each of the Second Lien Creditors and the Obligors severally agrees with the First Lien Creditors that no Obligor shall provide, nor shall any Second Lien Creditor receive, any additional guarantee and/or security and/or collateral with respect to any Second Lien Debt unless a substantially identical guarantee and/or security and/or collateral is provided to the First Lien Agent on behalf of the First Lien Creditors.

2.2.2 Each of the First Lien Creditors and the Obligors severally agrees with the Second Lien Creditors that no Obligor shall provide, nor shall any First Lien Creditor receive, any additional guarantee and/or security and/or collateral with respect to any First Lien Debt unless a substantially identical guarantee and/or security and/or collateral is provided to the Second Lien Trustee on behalf of the Second Lien Creditors.

2.3 Changes to First Lien Credit Documents

The First Lien Creditors may, without the prior consent of or notice to any Second Lien Creditor, from time to time enter into new First Lien Credit Documents creating new or additional First Lien Debt or new or additional First Lien Security and change any of the terms, conditions or other provisions of, or add any new or additional terms, conditions or other provisions to, any of the First Lien Credit Documents, including:

(a) increase the amount of the First Lien Debt (including readvances) outstanding;

(b) increase the Pricing under the First Lien Credit Documents, shorten the maturity date under any First Lien Credit Document or provide for amendment, forbearance, work-out and similar fees; or

provided that the First Lien Creditors may not, except as otherwise permitted as DIP Financing provided by the First Lien Creditors and deemed consented to by the Second Lien Creditors pursuant to Section 7.3, (i) except as otherwise permitted by the Second Lien Note Indenture as in effect on the date thereof, without the consent of the Second Lien Trustee, increase the aggregate total principal amount of loans and reimbursement obligations in respect of letters of credit outstanding, or loans and letters of credit available, under the First Lien Credit Documents above such aggregate total principal amount outstanding or available under the First Lien Credit Documents on the date thereof, as such amounts may be reduced from time to time as a result of permanent repayments or prepayments of First Lien Debt by the Borrower, (ii) increase the Pricing under the First Lien Credit Agreement by more than $\frac{1}{2}$% per annum (in addition to any increase in the interest rate charged of up to $\frac{1}{2}$% per annum arising by reason of the

[Interest redacted]

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occurrence of an Event of Default and payable for so long as it is continuing), (iii) add a provision to, or otherwise modify, the First Lien Credit Documents that directly prohibits payment of the Second Lien Debt which payment is otherwise permitted to be paid under this Agreement and the other First Lien Credit Documents; (iv) extends a scheduled amortization payment of the NRT Facility; or (v) create or increase any fee other than amendment, forbearance, waiver, consent, work-out or similar fees, or any fees related to an increase or extension of First Lien Debt otherwise permitted hereunder, increase any indemnity, reimbursement or other similar payment obligations or impose new or additional such obligations of any of the Obligors under any First Lien Credit Document. For certainty, the First Lien Agent may from time to time make reasonable changes to the agency fees that it charges the Borrower in connection with the First Lien Credit Documents.

2.4 Changes to Second Lien Credit Documents

The Second Lien Creditors may, without the prior consent of or notice to the First Lien Agent, from time to time change any of the terms, condition or other provisions of, or add any new or additional terms, conditions or other provisions to, any of the Second Lien Credit Documents, except that no such change or addition may be made without the prior consent of the First Lien Agent if, until Payment in Full of the First Lien Debt, such change or addition would:

(a) increase the principal amount of the Second Lien Debt outstanding (other than an increase resulting from the issuance of paid in kind notes or the accrual or capitalization of interest in lieu of cash interest payments in accordance with the terms of the Second Lien Credit Documents as in effect on the date thereof) by more than $15,000,000 or the Equivalent Amount in US Dollars or the Pricing under the Second Lien Credit Documents by more than [ ]% per annum (in addition to any increase in the interest rate charged of up to [ ]% per annum arising by reason of the occurrence of an Event of Default and payable for so long as it is continuing);

(b) shorten the maturity date of any payments required to be made under any Second Lien Credit Document, create or increase any fee other than amendment, forbearance, waiver, consent, work-out or similar fees, or similar fees, or any fees related to an increase or extension of Second Lien Debt otherwise permitted hereunder, increase any indemnity, reimbursement or other similar payment obligations or impose new or additional such obligations of any of the Obligors under any Second Lien Credit Document;

(c) shorten the maturity date of any Second Lien Debt, or increase the frequency or amount of mandatory repayments due, pursuant to any Second Lien Credit Document; or

(d) modifies covenants, defaults, or events of default to make them materially more restrictive as to any Obligor except for modifications to match changes made to the First Lien Credit Documents so as to preserve, on substantially similar economic terms, any differential that exists on the date thereof between the covenants, defaults, or events of default in the First Lien Credit Documents and the covenants, defaults, or events of default in the Second Lien Credit Documents.

[Interest redacted]

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2.5 Notice of Modifications

The First Lien Agent will notify Second Lien Trustee, and Second Lien Trustee will notify First Lien Agent, of each modification to the First Lien Credit Documents or Second Lien Credit Documents, respectively, within ten Banking Days after the modification's effective date and, if requested by the notified First Lien Agent or Second Lien Trustee, as applicable, promptly provide copies of any documents executed and delivered in connection with the modification. Notice and copies will not be required to the extent Borrower or other Obligor has provided the same to the First Lien Agent or Second Lien Trustee, as applicable, to be notified.

2.6 Notice of Exercise

The First Lien Agent and Second Lien Trustee will each provide reasonable prior written notice to the other of its intention to pursue an initial material Enforcement Action without liability or impairment of its rights hereunder for failure to do so.

ARTICLE 3 POSTPONEMENT AND SUBORDINATION

3.1 Prior Payment of First Lien Debt

Subject to Article 4 and Article 5, during a Payment Blockage Period, all Second Lien Debt is expressly postponed in right of payment to, and made subordinate and subject in right of payment to, the prior Payment in Full of all First Lien Debt.

3.2 Subordination of Security

3.2.1 Until Payment in Full of the First Lien Debt, all First Lien Security shall have full and absolute priority over each and every item of the Second Lien Security, and each and every item of the Second Lien Security shall rank subordinate and junior to each item of the First Lien Security. All Proceeds shall (except as expressly otherwise stipulated hereunder) be applied first to the payment of all outstanding First Lien Debt and only after Payment in Full of all First Lien Debt will any Proceeds be available to satisfy any Second Lien Debt.

3.2.2 Notwithstanding any priority to which any Secured Party may be or become entitled for any reason whatsoever (including any of the matters listed in Subsection 3.2.3 below) relative to any Property, except as expressly otherwise stipulated hereunder, the First Lien Security does hereby and shall have full and absolute priority over, and shall rank as senior security to, the Second Lien Security until Payment in Full of all First Lien Debt.

3.2.3 The rights of the First Lien Creditors and the priorities, postponements and subordinations provided for in this Agreement shall apply irrespective of any act, matter or thing of any kind, nature or description whatsoever, including (a) the time or sequence of creation, granting, execution, delivery or registration of any security document, (b) the terms or provisions of any Secured Party Credit Document, (c) the attachment or perfection, or the non-perfection, of any Lien, (d) the time or sequence of any advances of any Secured Party Debt, (e) the time or sequence of any demand, default or event of default, enforcement or crystallization under any Secured Party Credit Document, (f) the initiation of any Insolvency Proceedings, (g) any other

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factor of legal relevance that would otherwise establish priorities, including any of the matters referred to in Section 11.1 hereof.

3.3 Pledged Collateral

3.3.1 If the First Lien Agent has any Property of any Obligor in its possession or control which has also been pledged to the Second Lien Creditors (such Property being the “Pledged Collateral”), then, subject to Section 3.2 and this Section 3.3, the First Lien Agent will possess or control the Pledged Collateral as gratuitous bailee and/or gratuitous agent for perfection for the benefit of Second Lien Creditors as secured party, so as to satisfy the requirements of “perfection by possession” within the meaning of the PPSA or “control” within the meaning of the STA.

3.3.2 The First Lien Agent will have no obligation to the Second Lien Creditors to ensure that any Pledged Collateral is genuine or owned by any Obligor or to preserve rights or benefits of any person except as expressly set forth in this Section 3.3. The duties or responsibilities of the First Lien Agent under this Section 3.3 will be limited solely to possessing or controlling the Pledged Collateral as bailee and/or agent for perfection in accordance with this Section 3.3 and delivering the Pledged Collateral upon Payment in Full of the First Lien Debt provided in Subsection 3.3.4.

3.3.3 The Second Lien Creditors hereby waive and release the First Lien Creditors from all claims and liabilities arising out of the First Lien Agent’s role under this Section 3.3 as bailee and/or agent with respect to the Pledged Collateral.

3.3.4 When there has been Payment in Full of the First Lien Debt, the First Lien Agent will deliver or transfer control of any Pledged Collateral in its possession or control, together with any necessary endorsements (which endorsements will be without recourse and without any representation or warranty),

(a) first, to the Second Lien Trustee if any Second Lien Debt remains outstanding, and
(b) second, to the Obligor entitled thereto,

3.4 Additional Obligors

3.4.1 A Second Lien Creditor shall not receive any guarantee from or security over any Property of any Obligor unless that Obligor is a party to this Agreement and such Obligor complies concurrently with the provisions of Section 2.2 or the parties to this Agreement enter into an agreement supplemental hereto pursuant to which that Obligor becomes party hereto and such guarantee becomes part of the Second Lien Credit Documents and such security becomes part of the Second Lien Security and such Obligor complies concurrently with the provisions of Section 2.2.

3.4.2 A First Lien Creditor shall not receive any guarantee from or security over any Property of any Obligor unless that Obligor is a party to this Agreement and such Obligor complies concurrently with the provisions of Section 2.2 or the parties to this Agreement enter

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into an agreement supplemental hereto pursuant to which that Obligor becomes party hereto and such guarantee becomes part of the First Lien Credit Documents and such security becomes part of the First Lien Security and such Obligor complies concurrently with the provisions of Section 2.2.

3.5 Marshalling

Each Second Lien Creditor hereby waives any rights it may have under applicable law to assert the doctrine of marshalling or to otherwise require any First Lien Creditor to marshal any Property of any Obligor for the benefit of a Second Lien Creditor.

3.6 Purchase Right of Second Lien Creditors

3.6.1 Subject to this Section 3.6, following a Purchase Event, the Second Lien Creditors will have an option to purchase the First Lien Debt that is not Excess First Lien Obligations (collectively, the “Purchased Obligations”). Such purchase will:

(a) include all principal of, and all accrued and unpaid interest, fees, and expenses in respect of, the First Lien Debt that is not Excess First Lien Obligations,

(b) be on an “as is, where is” basis, without legal warranty of any kind (other than as set forth in the Assignment and Assumption Agreement), and at the Second Lien Creditors sole risk and peril,

(c) be made pursuant to an assignment and assumption agreement substantially in the form attached hereto as Schedule B (the “Assignment and Assumption Agreement”), and

(d) otherwise be subject to the terms and conditions of this Section 3.6.

The First Lien Creditors will retain all rights to indemnification attributable to the Purchased Obligations provided in the relevant First Lien Credit Documents for all claims and other amounts relating to periods prior to the purchase of the Purchased Obligations pursuant to this Section 3.6.

3.6.2 Notwithstanding anything to the contrary in this Agreement, following delivery of a Purchase Notice, the Standstill Period applicable to the Second Lien Trustee shall (if such Standstill Period would otherwise expire before such time) be extended until the earlier of (x) the date that such purchase is complete and (y) 30 days following delivery of the Purchase Notice. Upon the occurrence of a Purchase Event that is continuing, neither the First Lien Agent nor any other First Lien Creditor shall commence or continue any Enforcement Action for five (5) Banking Days (or such shorter period as the Second Lien Trustee may consent to) other than any action as may be required to preserve the validity, perfection or priority of the First Lien Credit Documents or the First Lien Security or take such action as is necessary to toll any limitation period or prevent its expiry or otherwise preserve (but not enforce) its rights and remedies.

3.6.3 The First Lien Agent will, after the occurrence of a Purchase Event, (a) deliver prompt written notice thereof to the Second Lien Trustee and (b) from time to time before and

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after the delivery of a Purchase Notice pursuant to Section 3.6.4, upon the reasonable written request of the Second Lien Trustee, promptly advise the Second Lien Trustee in writing of the then current amount of the Purchased Obligations (with reasonable details of the calculation thereof).

3.6.4 At any time following the occurrence and during the continuance of any Purchase Event, so long as any Second Lien Creditor (the “Purchasing Second Lien Party”) exercises the right set forth in this Section 3.6, the Purchasing Second Lien Party may, by the Second Lien Trustee giving prior written notice to the First Lien Agent (a “Purchase Notice”) within 30 days after the Second Lien Trustee's receipt of a notice from the First Lien Agent that a Purchase Event has occurred, require the sale, transfer and assignment by the First Lien Agent and the First Lien Creditors to the Purchasing Second Lien Party on the date specified in such Purchase Notice, which date shall be at least five (5) Banking Days, but not more than ten (10) Banking Days, following receipt by the First Lien Agent of such Purchase Notice, of all (but not only part) of the rights and obligations of the First Lien Agent and the First Lien Creditors under the First Lien Credit Documents constituting Purchased Obligations in consideration for the irrevocable payment in full by the Purchasing Second Lien Party to the First Lien Agent, for and on behalf of the First Lien Creditors, of an amount equal to the Purchase Price on the date of such purchase (the “Purchase Date”).

3.6.5 If the rights set forth in this Section 3.6 are exercised, the sale, transfer and assignment shall be on a pro rata basis among the Second Lien Creditors who gave the Second Lien Trustee notice of their intent to exercise the purchase option hereunder according to the portion of Second Lien Debt outstanding and owing to such Second Lien Creditor on the date of such purchase. Each of the Obligors hereby acknowledges and agrees that (i) such sale, transfer and assignment by the First Lien Agent and the First Lien Creditors to the Second Lien Creditors (or any of them) shall not require its consent thereto and (ii) upon the Purchasing Second Lien Parties purchasing such rights and obligations from the First Lien Agent and First Lien Creditors, such rights and obligations shall no longer represent debt that is revolving in nature, and any unused commitment under the First Lien Credit Agreement will be deemed cancelled.

3.6.6 Upon the consummation of the purchase of the First Lien Debt pursuant to this Section 3.6, the First Lien Agent (and all other agents under the First Lien Credit Agreement) shall be deemed to have resigned as an "agent" or "administrative agent" for the First Lien Creditors under the First Lien Credit Documents; provided that the First Lien Agent (and all other agents under the First Lien Credit Agreement) shall be entitled to all of the rights and benefits of a former "agent" or "administrative agent" under the First Lien Credit Agreement.

3.6.7 Notwithstanding the foregoing purchase of the First Lien Debt by the Purchasing Second Lien Parties, the First Lien Creditors shall retain those contingent indemnification obligations and other obligations owing or to be owing to them under the First Lien Credit Documents which by their express terms would survive any repayment of the First Lien Debt pursuant to this Section 3.6.

3.6.8 Upon the First Lien Agent’s receipt of an effective Purchase Notice conforming to this Section 3.6, the Second Lien Creditors will be irrevocably obligated to purchase, and the First Lien Creditors will be irrevocably obligated to sell, all, and not less than all, of the

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Purchased Obligations in accordance with the terms set out in the Assignment and Assumption Agreement.

3.6.9 The purchase price for the Purchased Obligations (as adjusted pursuant to Section 3.6.10, the “Purchase Price”) will equal the sum of (i) the principal amount (including capitalized interest) at par of all debts, loans and advances included in the Purchased Obligations, (ii) all accrued and unpaid interest thereon through the Purchase Date, and (iii) all accrued and unpaid fees, expenses, costs, penalties and other amounts owed to the First Lien Creditors under the First Lien Credit Documents on the Purchase Date (including for certainty, all costs and expenses of the First Lien Agent incurred in connection with the completion of the transactions contemplated in the Purchase Notice) to the extent allocable to the Purchased Obligations.

3.6.10 Before 10:00 a.m. (Toronto time) on the Purchase Date,

(a) the Second Lien Creditors and the First Lien Creditors will execute and deliver the Assignment and Assumption Agreement;

(b) the Second Lien Trustee will pay the Purchase Price to the First Lien Agent by wire transfer of same day funds;

(c) (i) all (A) Hedging Obligations, and (B) Secured Obligations relating or attributable to Cash Management Agreements, shall be irrevocably terminated (as each such term is defined in the First Lien Credit Agreement), (ii) the net aggregate amount then owing to counterparties under Capital Market Agreements (as defined in the First Lien Credit Agreement in effect on the date thereof) that are First Lien Credit Documents, including all amounts owing to counterparties as a result of the termination (or early termination) thereof shall have been irrevocably paid in full, and (iii) the net aggregate amount then owing to creditors under Cash Management Agreements (as defined in the First Lien Credit Agreement in effect on the date thereof) that are First Lien Credit Documents, including all amounts owing to the creditors as a result of the termination (or early termination) thereof shall have been irrevocably paid in full; provided, the parties hereto acknowledge and agree that the amounts included in (ii) and (iii) above may be included to (in the case of amounts owing to a First Lien Creditor), or excluded from (in the case of amounts owing to an Obligor), as applicable, the Purchase Price; and

(d) the Second Lien Trustee and the Second Lien Creditors will execute and deliver to the First Lien Creditors acting reasonably, in form and substance acceptable to the First Lien Creditors, a full and final release and waiver of all claims against the First Lien Creditors, including those claims arising out of this Agreement and the transactions contemplated hereby, and any other documentation that the First Lien Creditors, acting reasonably, may require.

3.6.11 Any First Lien Debt not constituting Purchased Obligations, if any, (and all First Lien Security therefor) shall, after the closing of the purchase of the Purchased Obligations in accordance with this Section 3.6, (i) be expressly postponed in right of payment to, and made subordinate and subject in right of payment to, the prior Payment in Full of all Purchased

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Obligations and Second Lien Debt, and (ii) rank subordinate and junior to each item of the Security securing the Purchased Obligations and the Second Lien Debt.

ARTICLE 4

PAYMENT BLOCKAGE

4.1 Payment Blockage

(a) Subject to Article 7, each Obligor may make, and each Second Lien Creditor may accept, any Distribution with respect to the Second Lien Debt; provided, however, that no Obligor may make, and each Second Lien Creditor may not accept, any Distribution with respect to the Second Lien Debt during a Payment Blockage Period except as expressly otherwise stipulated in Article 5.

(b) For greater certainty, if at any time a First Lien Default or, if more than one, all of the First Lien Defaults, set out in a First Lien Debt Default Notice or multiple First Lien Debt Default Notices is or are (i) cured (if and to the extent capable of cure), or (ii) waived or revoked by the First Lien Lenders, then the First Lien Creditors will not be entitled to commence any Enforcement Action but will have to rely on the issuance of a fresh First Lien Debt Default Notice, in respect of a fresh First Lien Default.

(c) For greater certainty, if at any time a Second Lien Debt Default or, if more than one, all of the Second Lien Debt Defaults, set out in a Second Lien Debt Default Notice or multiple Second Lien Debt Default Notices is or are (i) cured (if and to the extent capable of cure), or (ii) waived or revoked by the Second Lien Creditors, then the Second Lien Creditors will not be entitled to commence any Enforcement Action but will have to rely on the issuance of a fresh Second Lien Debt Default Notice, in respect of a fresh Second Lien Debt Default, and the expiration of another Standstill Period as set out in Section 6.1.

4.2 Resumption of Payments

Each Obligor may resume any Distribution with respect to the Second Lien Debt upon the expiration of the Payment Blockage Period. Each Obligor may also make any Distribution required under the Second Lien Credit Documents which was missed due to the application of Section 4.1 (“Catch-up Payments”) in respect of the Second Lien Debt or any judgment with respect thereto upon the expiration of the Payment Blockage Period provided that no First Lien Default would be caused by the making of the Catch-Up Payment. The First Lien Agent shall provide written notice to the Second Lien Trustee promptly upon the expiration of a Payment Blockage Period, without liability for failure to do so.

4.3 Waiver Effective

No First Lien Default shall be deemed to have been waived for purposes of this Section 4.3 unless and until the Borrower shall have received a written waiver from the First Lien Agent sufficient pursuant to the terms of the First Lien Credit Documents to waive such First Lien Default.

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4.4 Not a Waiver

The delivery of a First Lien Debt Default Notice, and the postponement of the rights of a Second Lien Creditor caused thereby, shall not be deemed to be a waiver of, or otherwise prevent the occurrence or recognition of, any default or event of default under the Second Lien Credit Documents.

ARTICLE 5

APPLICATION OF PROCEEDS

5.1 Application of Proceeds

All Proceeds shall be paid, applied and distributed as follows:

(a) first, to any person having a Lien over any of the Property (to the extent Proceeds are derived from Property in respect of which such person has a prior ranking Lien) in priority to the Secured Parties;

(b) second, to the First Lien Creditors, on account of the Payment in Full of the First Lien Debt that is not Excess First Lien Obligations;

(d) fourth, to the First Lien Creditors, on account of the Payment in Full of the First Lien Debt that is Excess First Lien Obligations; and

(e) fifth, all amounts remaining after the foregoing distributions shall be applied in accordance with applicable law.

ARTICLE 6

SECOND LIEN DEBT STANDSTILL PROVISIONS

6.1 Standstill Period

The Second Lien Trustee shall not, without the prior written consent of the First Lien Agent, take any Enforcement Action with respect to the Second Lien Debt, until the passage of 180 days from the delivery of a Second Lien Debt Default Notice to the First Lien Agent (each, a "Standstill Period"). Notwithstanding the foregoing, during a Standstill Period (a) a Second Lien Creditor may issue one or more Preparatory Notices in connection with Second Lien Security at any time after such Preparatory Notices have been issued in connection with the First Lien Security by the First Lien Agent, the other First Lien Creditors or any receiver appointed by any one of them, and (b) the Second Lien Trustee may take such action as may be required to preserve the validity, perfection or priority of the Second Lien Credit Documents or the Second Lien Security or take such action as is necessary to toll any limitation period or prevent its expiry or otherwise preserve (but not enforce) its rights and remedies. Subject to the terms hereof, a Second Lien Creditor may attend and vote at a meeting of creditors in connection with any Insolvency Proceeding. Subject to Article 5, any Distributions or Proceeds received by any Second Lien Creditor pursuant to an Enforcement Action or an Insolvency Proceeding shall

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in any event be held in trust by it for the benefit of the First Lien Creditors and promptly paid or delivered to the First Lien Agent in the form received until Payment in Full of all First Lien Debt.

6.2 Manner of Exercise

The rights of the First Lien Creditors to enforce any provision of this Agreement or any First Lien Credit Document will not be prejudiced or impaired by:

(a) any act or failure to act of any Obligor or any First Lien Creditor, other than an act or failure to act by a First Lien Creditor which is in breach of this Agreement; or

(b) non-compliance by any person other than a First Lien Creditor with any provision of this Agreement, any First Lien Credit Document or any Second Lien Credit Document, regardless of any knowledge thereof that any First Lien Creditor may have or otherwise be charged with.

6.3 Second Lien Creditors Enforcement Action

The Second Lien Creditors agree in favour of the First Lien Creditors that only the Second Lien Trustee or any agent or receiver appointed by or on the application of the Second Lien Trustee may take Enforcement Action pursuant to the Second Lien Security.

ARTICLE 7

INSOLVENCY PROCEEDINGS

7.1 Distributions

In the event of distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the Property of any Obligor, or the proceeds thereof to creditors, or any proposal by any Obligor to creditors for a compromise, arrangement, readjustment, reamortization or restructuring of any Secured Party Debt or other readjustment of any of the obligations of any Obligor, whether any of the foregoing is by reason of any Insolvency Proceeding, marshalling of the assets or liabilities of any Obligor or any other proceeding involving the compromise, arrangement, readjustment, reamortization or restructuring of all or any part of any Secured Party Debt or the application of the Property of any Obligor to the payment or liquidation thereof, or upon the dissolution or other winding-up of the business of any Obligor (unless permitted under the First Lien Credit Agreement or otherwise consented to by the First Lien Lenders), or upon the sale of all or substantially all of the Property of any Obligor (unless permitted under the First Lien Credit Agreement or otherwise consented to by the First Lien Lenders), whether pursuant to an Enforcement Action or otherwise, the First Lien Creditors shall be entitled to receive Payment in Full of the First Lien Debt (subject to Article 5) before the Second Lien Creditors are entitled to receive any direct or indirect payment or distribution of any cash or other Property of any Obligor on account of the Second Lien Debt and to that end, subject to Article 5, the First Lien Creditors shall be entitled to receive directly, for application in payment of the First Lien Debt (to the extent necessary so that there is Payment in Full of all First Lien Debt after giving effect

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to any substantially concurrent payment or distribution to the First Lien Creditors in respect of the First Lien Debt), all Proceeds and each Distribution of any kind or character, whether in cash or other property, which shall be payable or deliverable in any of the circumstances referred to in this Section 7.1 upon or with respect to the Second Lien Debt. To the extent any payment of First Lien Debt (whether by or on behalf of any Obligor, as proceeds of security or enforcement of any right of set-off or otherwise) is declared to be fraudulent or preferential, set aside or otherwise required to be paid to any Obligor or a trustee, or a receiver or creditor under or in connection with any Fraudulent Conveyances Law or Insolvency Proceeding, then if such payment is recoverable by, or paid over to, such Obligor, trustee, receiver or creditor, the First Lien Debt or part thereof originally satisfied or intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.

7.2 Filing Proofs of Claim

In order to enable the First Lien Creditors to enforce their rights under this Agreement in any Insolvency Proceeding, upon the failure of a Second Lien Creditor to present on a timely basis a proof of claim against any Obligor or other motion or pleading as may be reasonably necessary to establish such Second Lien Creditor’s entitlement to payment of any Second Lien Debt, as the case may be, the First Lien Agent is hereby irrevocably authorized, appointed and empowered (but shall not be obliged) as the proxy and attorney of each Second Lien Creditor (a) to make and present for and on behalf of a Second Lien Creditor proofs of claims or other such motions or pleadings and to demand, sue for, receive and collect any and all dividends or other payments or distributions made on the Second Lien Debt in whatever form the same may be paid or issued and to apply the same on account of the First Lien Debt and (b) to demand, sue for, collect and receive each of the aforesaid payments and distributions on account of Second Lien Debt and give acquittance therefor and to file claims and take such other actions in respect of Second Lien Debt, in its own name or in the name of the applicable Second Lien Creditor or otherwise, as the First Lien Agent may deem necessary or advisable for the enforcement of this Agreement.

7.3 DIP Financing and Other Matters

Until the Payment in Full of all First Lien Debt, if an Insolvency Proceeding has commenced,

(a) the Second Lien Creditors will not contest, protest or object to, and each Second Lien Creditor will be deemed to have consented to any Obligor obtaining DIP Financing (including DIP Financing provided by any First Lien Creditor) that is consented to in writing by the First Lien Agent, provided (i) the Second Lien Trustee otherwise retains its Second Lien Security on the Property, and (ii) such DIP Financing and the Liens securing such DIP Financing are pari passu with or superior in priority to the then outstanding First Lien Debt and the First Lien Security;

(b) the Second Lien Creditors will not propose, support or vote in favour of any plan that does not provide for the indefeasible Payment in Full in cash of the First Lien Debt upon implementation of the plan, or that is not otherwise supported by the First Lien Agent, and

(c) the Second Lien Creditors will not otherwise vote or participate in any Insolvency Proceeding, directly or indirectly, in any manner that is inconsistent with this Agreement.

7.4 Entitlement to Recoveries

Subject to the provisions of this Agreement, the First Lien Agent agrees that a Second Lien Creditor shall be permitted to retain any net proceeds paid, or reorganization securities issued, a Second Lien Creditor pursuant to any Insolvency Proceeding for an Obligor.

ARTICLE 8

UNAUTHORIZED PAYMENTS OF SECOND LIEN DEBT

8.1 Payments Received on Second Lien Debt

If a Second Lien Creditor receives any Distribution which it is not permitted to receive under the provisions of this Agreement, then such Second Lien Creditor shall receive and hold such Distribution, separate and apart from its assets and in trust for the benefit of the First Lien Creditors and shall promptly pay or deliver the same over to the First Lien Agent in precisely the form received (except for the endorsement or assignment of the Second Lien Creditors, as the case may be, or other person where necessary) to the extent necessary for Payment in Full of the First Lien Debt (subject to Article 5) after giving effect to any substantially concurrent Distribution to or for the benefit of the First Lien Creditors in respect of the First Lien Debt.

ARTICLE 9

NO CHALLENGE

9.1 No Challenge

The Second Lien Creditors hereby agree that, subject to the terms of this Agreement, they will not challenge the First Lien Credit Documents on the grounds that any of them, or an portion thereof, is invalid, ineffective or unenforceable in whole or in part. The First Lien Agent hereby agrees that, subject to the terms of this Agreement, it will not challenge the Second Lien Credit Documents on the grounds that any of them, or any portion thereof, is invalid, ineffective or unenforceable in whole or in part.

Neither the Second Lien Creditors nor the First Lien Agent will, in any manner, challenge, contest or bring into question the validity, priority, perfection or enforceability of any of the Obligations or the Secured Party Security (or any related Liens) of the other or take any action whereby the priorities set out within this Agreement might be impaired or defeated.

ARTICLE 10

RIGHTS OF SECOND LIEN CREDITORS

10.1 Rights of Second Lien Creditors

Subject to the terms of this Agreement, nothing contained in this Agreement is intended to or shall impair or reduce, the obligations of the Obligors, which are absolute and

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unconditional, to pay the Second Lien Debt as and when the same shall become due and payable or comply with all of the terms and conditions of the Second Lien Credit Documents. As between a Second Lien Creditor and the First Lien Creditors, the right and entitlement of a Second Lien Creditor to take any Enforcement Action under any of the Second Lien Credit Documents is waived, limited and restricted as provided for elsewhere in this Agreement.

ARTICLE 11

GENERAL PROVISIONS

11.1 No Waiver of Subordination Provisions

No right of the First Lien Creditors to enforce subordination as provided in this Agreement shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Obligor or by any act or failure to act by a First Lien Creditor or any agent of or receiver appointed by or on the application of the First Lien Agent, or any First Lien Creditor, or by any invalidity or unenforceability of any First Lien Security (whether as a result of Fraudulent Conveyances Laws or otherwise), or by any non-compliance by any Obligor with any of the Second Lien Credit Documents, regardless of any knowledge thereof which the First Lien Agent or any First Lien Creditor may have or be otherwise charged with. Without limitation of the foregoing, but in no way relieving any Obligor of its obligations under the First Lien Credit Documents or the Second Lien Credit Documents, each First Lien Creditor and the First Lien Agent may, at any time and from time to time, without the consent of or notice to the Second Lien Creditors (other than providing notice to the Second Lien Trustee as expressly stipulated by the terms of this Agreement), without incurring responsibility and without impairing or releasing the subordination and other benefits provided in this Agreement or the obligations under this Agreement of any Second Lien Creditor to any First Lien Creditor, do any one or more of the following:

(a) sell, exchange, realize upon, enforce or otherwise deal with in any manner any Property pledged or mortgaged for or otherwise securing the First Lien Debt, or release or discharge any obligation in respect of the First Lien Debt of any Obligor or any person that guarantees the First Lien Debt, or any obligation incurred directly or indirectly in respect thereof;

(b) settle or compromise any First Lien Debt or any other obligation of any Obligor (other than any Second Lien Debt) or any person that guarantees the First Lien Debt, or any security therefor or any obligation incurred directly or indirectly in respect thereof, and apply any sums by whomsoever paid and however realized to any obligation owing by the Obligors to the First Lien Creditors (including the First Lien Debt) in any manner or order; and

(c) fail to take or to record or otherwise perfect, or release, surrender or discharge, any Lien securing the First Lien Debt, exercise or delay in or refrain from exercising any right against any Obligor or any other person or any guarantee or security, and elect any remedy and otherwise deal freely with each Obligor and any other person and with any guarantee or security.

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11.2 Acknowledgment of Intercreditor Agreement

The Second Lien Note Indenture shall contain a provision, in form and substance satisfactory to the First Lien Agent, whereby the Second Lien Creditors and applicable Obligors acknowledge that the right, title and interest of the Second Lien Creditors thereunder in and to any Second Lien Debt and any Second Lien Security is subject to this Agreement and is subordinated and postponed to the claims of the First Lien Creditors pursuant to this Agreement.

11.3 Acknowledgments

All of the First Lien Debt shall be deemed to have been made or incurred and continued in reliance upon this Agreement. Each Second Lien Creditor expressly waives any notice of the acceptance by a First Lien Creditor of the subordination and other provisions of this Agreement and all other notices not specifically required pursuant to the terms of this Agreement. Each Second Lien Creditor expressly waives notice of reliance by a First Lien Creditor upon the subordination and other agreements as herein provided. Each Second Lien Creditor agrees that the First Lien Creditors and the First Lien Agent have made no warranties or representations (other than as provided in this Agreement) with respect to the due execution, legality, validity, completeness or enforceability of any agreement, document, instrument or security relating to the First Lien Debt or the collectability of the First Lien Debt, and agrees that the First Lien Creditors and the First Lien Agent shall be entitled to manage and supervise their financial accommodation to the Obligors in accordance with applicable law and their usual practices, changed from time to time as they deem appropriate under the circumstances without regard to the existence of any rights that the Second Lien Creditors or the Second Lien Trustee may now or in the future have in or to any of the Property of any Obligor, but subject always to the express terms of this Agreement.

All of the Second Lien Debt shall be deemed to have been made or incurred and continued in reliance upon this Agreement. Each First Lien Creditor expressly waives any notice of the acceptance by a Second Lien Creditor of the provisions of this Agreement and all other notices not specifically required pursuant to the terms of this Agreement. Each First Lien Creditor expressly waives notice of reliance by a Second Lien Creditor upon the agreements as herein provided. Each First Lien Creditor agrees that the Second Lien Creditors and the Second Lien Trustee have made no warranties or representations (other than as provided in this Agreement) with respect to the due execution, legality, validity, completeness or enforceability of any agreement, document, instrument or security relating to the Second Lien Debt or the collectability of the Second Lien Debt, and agrees that the Second Lien Creditors and the Second Lien Trustee shall be entitled to manage and supervise their financial accommodation to the Obligors in accordance with applicable law and their usual practices, changed from time to time as they deem appropriate under the circumstances without regard to the existence of any rights that the First Lien Creditors or the First Lien Agent may now or in the future have in or to any of the Property of any Obligor, but subject always to the express terms of this Agreement.

11.4 Waivers

No waiver shall be deemed to be made by any Secured Party, of any of its rights under this Agreement, unless the same shall be in writing signed by the party to be bound

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thereby, and each waiver, if any, shall be a waiver only with respect to the specific instance involved.

11.5 Successors and Assigns; Assignment of Debt

11.5.1 All of the terms, conditions, covenants and provisions of this Agreement shall be binding upon the parties to this Agreement and their respective successors and assigns and shall ensure to the benefit of the parties to this Agreement and their respective successors and permitted assigns and to any persons which purchase all or any part of the First Lien Debt.

11.5.2 Each First Lien Creditor shall have the right to assign, sell or transfer (including the sale of a participation) all or any part of its right, title or interest in the First Lien Debt in accordance with the terms and conditions of the First Lien Credit Documents. Any person acquiring an interest in the First Lien Debt from a First Lien Creditor, or any successor or assignee of a First Lien Creditor, shall be bound by the terms, conditions and other provisions of and be entitled to the rights, benefits and priorities confirmed by, this Agreement as if such person were an original party hereto as a First Lien Creditor.

11.5.3 Each Second Lien Creditor shall have the right to assign, sell or transfer (including the sale of a participation) all or any part of its right, title or interest in the Second Lien Debt in accordance with the terms and conditions of the Second Lien Credit Documents. Any person acquiring an interest in the Second Lien Debt from a Second Lien Creditor, or any successor or assignee of a Second Lien Creditor, shall be bound by the terms, conditions and other provisions of and be entitled to the rights, benefits and priorities confirmed by, this Agreement as if such person were an original party hereto as a Second Lien Creditor.

11.6 Discharge

(a) Unless and until the Payment in Full of First Lien Debt shall have occurred, the Second Lien Trustee agrees to, at the expense of the Obligors, release or otherwise terminate any Lien the Second Lien Trustee may have or hold, under the Second Lien Security or otherwise, in and upon the Property of a Obligor which may be disposed of either by the First Lien Agent, or its receiver, interim-receiver, receiver-manager or agent pursuant to an Enforcement Action or in an Insolvency Proceeding immediately upon the First Lien Agent, its receiver, interim-receiver, receiver-manager or agent's written notice that the Property of a Obligor will be disposed of, and to immediately deliver registrable discharges and releases and such other documents as the First Lien Agent or its receiver, interim-receiver, receiver-manager or agent may reasonably require in connection therewith. For certainty, the Second Lien Security will continue in the Proceeds of any sale, subject to the priorities set out herein and other terms of this Agreement.

(b) After the Payment in Full of all of the First Lien Debt, the First Lien Agent will, at the cost and expense of the Obligors, (i) provide a discharge of the First Lien Security (and all registrations in respect thereof which do not otherwise also perfect any of the Second Lien Security) (and the Second Lien Creditors shall do the same relative to the Second Lien Security after Payment in Full of the Second Lien Debt), and (ii) provided that there is then outstanding Second Lien Debt (and

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a notice from the Second Lien Trustee stating there is Second Lien Debt outstanding shall be conclusive of that fact for this purpose), the First Lien Agent will, subject to applicable law, deliver to the Second Lien Trustee any share certificates, other securities and powers of attorney then held by the First Lien Agent representing Property that was held by the First Lien Agent pursuant to the First Lien Security to the extent such Property has been granted to the Second Lien Trustee pursuant to the terms of the Second Lien Security. The other parties hereto expressly consent to such delivery.

11.7 Subrogation of Second Lien Debt

Each Second Lien Creditor shall be subrogated to the rights of the First Lien Creditors to receive payments and distributions of Property of the Obligors in respect of and on account of First Lien Debt, to the extent of the application thereto of monies or other Property which would have been received by the Second Lien Creditors or the Second Lien Trustee but for the provisions of this Agreement, until the Payment in Full of the Second Lien Debt, provided that any rights of subrogation so arising shall not be exercised prior to Payment in Full of the First Lien Debt.

11.8 No Discharge of Second Lien Debt

The Obligors hereby agree that any Distributions paid over to the First Lien Creditors pursuant to the provisions of this Agreement and not applied in reduction of the Second Lien Debt shall be deemed not to have discharged any of the obligations of the applicable Obligors in respect of the Second Lien Debt (and, to the extent that by operation of applicable law they are treated as doing so, the Obligors shall indemnify the Second Lien Creditors on demand from and against any loss suffered or incurred by them in consequence thereof, and such indemnity shall comprise part of Second Lien Debt subject to the terms and conditions of this Agreement).

11.9 No Other Beneficiaries

No person, including a receiver, other than the Second Lien Creditors, the First Lien Creditors, the Obligors (but only with respect to those matters referred to in clauses (a) and (b) of the first sentence of Section 11.12) and any receiver appointed by or on the application of the First Lien Agent or the First Lien Creditors, shall be entitled to any benefit under this Agreement so as to claim any priority over the Second Lien Creditors and, for such purpose, the provisions of Article 3 shall not apply for the benefit of any such person (other than the First Lien Creditors and any such receiver) to the extent that the First Lien Credit Documents or the First Lien Security, or any part thereof, is determined to be unenforceable, invalid or unperfected against any other receiver by a court of competent jurisdiction.

11.10 Enforceability by Obligors

Nothing in this Agreement shall create any rights in favour of any Obligor and the agreements of the First Lien Creditors and the Second Lien Creditors hereunder shall not be enforceable by any Obligor except for those matters referred to in clauses (a) and (b) of the first sentence of Section 11.12.

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11.11 Waiver, etc.

At any time and from time to time, the First Lien Creditors may, as they see fit, extend the time for payment of the First Lien Debt (provided that the due date for any First Lien Debt is not extended past the Second Lien Debt Maturity Date) and grant waivers, indulgences, forbearances or other accommodations at the request of the Obligors or any other person in respect of the First Lien Debt. At any time and from time to time, the Second Lien Creditors may, as they see fit, extend the time for payment of the Second Lien Debt and grant waivers, indulgences, forbearances or other accommodations at the request of the Obligors or any other person in respect of the Second Lien Debt.

11.12 Changes

This Agreement may be changed without the consent of any Obligor; provided that, (a) unless consented to by the Obligors so affected, no such change shall create any additional obligations or liabilities on the Obligors and (b) the definition of First Lien Debt and the provisions of Section 11.5 may not be changed without the prior written consent of the Obligors. No agreement purporting to change (other than to waive) any provision of this Agreement shall be binding upon the parties hereto unless that agreement is in writing and signed by the First Lien Agent and the Second Lien Trustee except that with respect to matters referred to in clauses (a) and (b) of the first sentence of this Section 11.12 the Obligors shall also be required to sign such writing. No waiver of strict performance or compliance with any provision of this Agreement shall be binding on the First Lien Creditors unless such waiver is in writing signed by the First Lien Agent and no waiver of strict performance or compliance with any provision of this Agreement shall be binding on the Second Lien Creditors unless such waiver is in writing signed by the Second Lien Trustee, provided that for those matters referred to in clauses (a) and (b) of the first sentence of this Section 11.12, the written consent of the Obligors shall also be required for such waiver to be binding.

11.13 Further Assurances

Each of the parties hereto severally agrees to take such actions and execute and deliver such documents, confirmations, postponements, subordinations, acknowledgements, releases and discharges as may from time to time be reasonably requested by any other party hereto in order to give effect to the terms, conditions, provisions and intent of this Agreement.

11.14 Notices

Except as otherwise provided herein, whenever it is provided herein that any notice, demand, request, consent, approval, declaration or other communication (each, a "Notice") shall or may be given to or served upon any of the parties by any other parties, or whenever any of the parties desires to give or serve upon any other parties any Notice with respect to this Agreement, each such Notice shall be in writing and shall be deemed to have been validly served, given or delivered: (i) upon the earlier of actual receipt by the intended recipient and five (5) Banking Days after deposit with Canada Post or similar United States postal services, registered or certified mail, return receipt requested, with proper postage prepaid; (ii) upon transmission, when sent by telecopy or other similar facsimile transmission or by e-mail; provided the sender receives confirmation of telecopy or facsimile receipt from the

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intended recipient’s telecopy or facsimile machine (with such telecopy or facsimile promptly confirmed by delivery of a copy by personal delivery or Canada Post or similar United States postal services as otherwise provided in this Section 11.14) or such e-mail is accompanied with a “read receipt” and the sender received confirmation of such “read receipt”; (iii) one (1) Banking Day after deposit with a reputable overnight courier with all charges prepaid; or (iv) when delivered, if hand-delivered by messenger, all of which shall be addressed to the party to be notified and sent to the address or telecopy number indicated on Schedule A or to such other address (or telecopy number) as may be substituted by notice given as herein provided. The giving of any Notice required hereunder may be waived in writing by the party entitled to receive such Notice.

11.15 Exchange of Information

11.15.1 Each of the Obligors agrees that the First Lien Creditors, the First Lien Agent, the Second Lien Creditors and the Second Lien Trustee may from time to time provide the other with information concerning the Obligors.

11.15.2 Upon receipt of a written request therefor by a Secured Party at any time and from time to time (but no more frequently than monthly) while this Agreement remains in effect, the other Secured Party will promptly provide the other with a written statement of the outstanding principal, interest and other amounts owing pursuant to its Secured Party Credit Documents.

11.15.3 The Secured Parties may exchange, as between themselves, all financial and other information and opinions from time to time in their knowledge or possession relating to or in connection with the Obligors, upon receipt of a request therefor from the other Secured Party, to the extent that such Secured Party is not prohibited from releasing such information by applicable law.

11.16 Term

This Agreement shall remain in full force and effect until the Payment in Full of the First Lien Debt after which this Agreement shall terminate without further action on the part of the parties hereto.

11.17 Receiver

At any time prior to the Payment in Full of First Lien Debt, any receiver, interim-receiver, receiver-manager or agent appointed by the First Lien Creditors shall be entitled to exclusive possession, custody and control of the Property. In the event that any Second Lien Creditor appoints a receiver, interim-receiver, receiver-manager or agent of any Obligor or over any of the Property and thereafter the First Lien Creditors appoint a receiver, interim-receiver, receiver-manager or agent of such Obligor or over such Property, the Second Lien Creditors shall terminate the appointment of its receiver, interim-receiver, receiver-manager or agent upon request by the First Lien Agent.

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11.18 Entire Agreement; Severability

This Agreement contains the entire intercreditor agreement as between the First Lien Creditors and the Second Lien Creditors with respect to the indebtedness, obligations, liabilities and Property of the Obligors. If any of the provisions of this Agreement shall be held invalid or unenforceable by any court having jurisdiction, this Agreement shall be construed as if not containing those provisions, and the rights and obligations of the parties to this Agreement should be construed and enforced accordingly. Each party hereto, at the request of a Secured Party, shall enter into good faith negotiations with each other party hereto to replace any invalid or unenforceable provision contained in this Agreement with a valid and enforceable provision which has the commercial effect as close as possible to that of the invalid and unenforceable provision, to the extent permitted by law.

11.19 Cumulative Rights

11.19.1 The rights, powers and remedies of the First Lien Creditors under this Agreement shall be in addition to all rights, powers and remedies given to the First Lien Creditors by virtue of any statute or rule of law, any agreement or instrument relating to the First Lien Debt, the First Lien Credit Documents or any other agreement, all of which rights, powers and remedies shall be cumulative and may be exercised successively or concurrently.

11.19.2 The rights, powers and remedies of the Second Lien Creditors under this Agreement shall be in addition to all rights, powers and remedies given to the Second Lien Creditors by virtue of any statute or rule of law, any agreement or instrument relating to the Second Lien Debt, the Second Lien Credit Documents or any other agreement, all of which rights, powers and remedies shall be cumulative and may be exercised successively or concurrently.

11.20 Limitations Act

The parties hereto agree to vary the limitation period under the Limitations Act, 2002 (Ontario), other than one established by Section 15 of that Act, applicable to this Agreement and any claim hereunder to six (6) years.

11.21 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, including the federal laws of Canada applicable therein, but excluding choice of law rules. Each of the parties to this Agreement irrevocably submits to the non-exclusive jurisdiction of the courts of the Province of Ontario and the Supreme Court of Canada in connection with all matters arising out of or related to this Agreement and the respective rights, entitlements, duties, liabilities and obligations of the parties in respect of this Agreement.

11.22 Waiver of Jury Trial

For the purposes of any proceeding arising out of this Agreement, each party hereto irrevocably waives to the fullest extent permitted by applicable law, any right it may have

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to a trial by jury in such proceeding (a) to enforce or defend any rights under or in connection with or relating to this Agreement, or (b) arising from or relating to any relationship existing in connection with this Agreement, and agrees that any such proceeding shall be tried before a court and not before a jury. Each party hereto hereby (i) certifies that no representative of any other party hereto has represented expressly or otherwise that such other party hereto would not, in the event of any proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that the other parties hereto have been induced to enter into this Agreement by, among other things, the waivers and certifications in this Section 11.22.

11.23 Specific Performance

Each of the parties to this Agreement acknowledges that each of the Secured Parties would be damaged irreparably in the event any of the provisions of this Agreement for its benefit are not performed in accordance with their specific terms or are otherwise breached. Accordingly each of the parties to this Agreement agrees that each of the Secured Parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions of this Agreement in any action instituted in any court of competent jurisdiction, in addition to any other remedy to which they may be entitled at law or in equity.

11.24 Counterparts and Facsimile or e-mail

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. Transmission of a copy of an executed signature page of this Agreement (including any change to this Agreement) by one party hereto to any other party hereto by facsimile transmission or e-mail in pdf format, shall be as effective as delivery to the other parties hereto of an original manually executed counterpart hereof.

11.25 Agents Binding Creditors

11.25.1 Each reference in this Agreement to the First Lien Creditors shall be contractually binding on each First Lien Creditor as if they were an original party hereto notwithstanding that they have not executed this Agreement. The First Lien Agent hereby covenants and agrees that it will provide a copy of this Agreement to each First Lien Lender along with any amendment entered into from time to time and will obtain such assurances that it requires in order to ensure that the provisions contained in this Section 11.25.1 are true and correct at all times.

11.25.2 Each reference in this Agreement to the Second Lien Creditors shall be contractually binding on each Second Lien Creditor as if they were an original party hereto notwithstanding that they have not executed this Agreement. The Second Lien Trustee hereby covenants and agrees that it will provide a copy of this Agreement to each Second Lien Creditor along with any amendment entered into from time to time and will obtain such assurances that it requires in order to ensure that the provisions contained in this Section 11.25.2 are true and correct at all times.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS OF WHICH the parties to this Agreement have duly executed this Agreement as of the date indicated on the first page of this Agreement.

NEPTUNE ACQUISITION INC., as Borrower

By:
Name:
Title:

NEPTUNE ACQUISITION LIMITED PARTNERSHIP, by its general partner, NEPTUNE ACQUISITION GP INC., as Obligor

By:
Name:
Title:

CASCADE DATA SERVICES INC.

By:
Name:
Title:

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MDA BRAZIL HOLDINGS, INC.

By:
Name:
Title:

MDA GEOSPATIAL SERVICES INC.

By:
Name:
Title:

MDA GP HOLDINGS LTD.

By:
Name:
Title:

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MDA SPACE AND ROBOTICS LIMITED

By:
Name:
Title:

MDA SYSTEMS LTD.

By:
Name:
Title:

MACDONALD, DETTWILER AND ASSOCIATES CORPORATION

By:
Name:
Title:

MACDONALD, DETTWILER AND ASSOCIATES INC.

By:
Name:
Title:

MACDONALD, DETTWILER HOLDINGS LTD.

By:
Name:
Title:

SPACE INFRASTRUCTURE SERVICES (CANADA) LTD.

By:
Name:
Title:

TRIATHLON LTD.

By:
Name:
Title:

MAXAR TECHNOLOGIES ULC

By:
Name:
Title:

MDA INTERNATIONAL HOLDINGS, INC.

By:
Name:
Title:

11963791 CANADA INC.

By:
Name:
Title:

2748639 ONTARIO INC.

By:
Name:
Title:

11963805 CANADA INC.

By:
Name:
Title:

11963830 CANADA INC.

By:
Name:
Title:

THE BANK OF NOVA SCOTIA, as First Lien Agent

By:
Name:
Title:

COMPUTERSHARE TRUST COMPANY
OF CANADA, as Second Lien Trustee

By: _________
Name:
Title:

SCHEDULE A

NOTICE ADDRESSES

If to any of the Obligors:

[Notice Information redacted]

Attention:

Email:

If to Second Lien Creditors:

[Notice Information redacted]

Attention:

Facsimile:

Email:

If to First Lien Creditors at:

[Notice Information redacted]

Attention:

Telefax:

Email:

SCHEDULE B

ASSIGNMENT AND ASSUMPTION AGREEMENT

Dated _, 20_

Reference is made to the Credit Agreement made as of April 8, 2020 (as amended, modified or supplemented to the date hereof, the “Credit Agreement”) between, inter alia, Neptune Acquisition Inc., as borrower (the “Borrower”), the Lenders named therein and The Bank of Nova Scotia, as administrative agent of the Creditors (in that capacity, the “Administrative Agent”). Reference is also made to that certain intercreditor agreement dated April 8, 2020 (as amended, modified or supplemented to the date hereof, the “Intercreditor Agreement”) between, inter alia, the Administrative Agent, as First Lien Agent and Computershare Trust Company of Canada, as Second Lien Trustee. Terms defined in the Intercreditor Agreement are used herein as therein defined.

Each of the parties listed in Exhibit “A” attached hereto (each an “Assignor” and collectively the “Assignors”) and <@> (the “Assignee”) agree as follows:

(a) Each Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from such Assignor the Purchased Obligations.

(b) Each Assignor hereby assigns to the Assignee, and the Assignee hereby assumes all of such Assignor's rights, benefits, covenants, liabilities and obligations under the First Lien Credit Documents other than those rights to indemnification attributable to the Purchased Obligations provided in the relevant First Lien Credit Documents for all claims and other amounts relating to periods prior to Effective Date.

(c) Each Assignor and the Assignee agree that the Purchase Price shall be US$____, to be paid by the Assignee in accordance with Exhibit “B” attached hereto.

(d) Each Assignor represents and warrants that: (i) it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (ii) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby; and (iii) the Obligors (as defined in the Credit Agreement) under the First Lien Credit Documents owe the Assignors the sum of US$_, in aggregate, comprised of US$_ of principal, US$_ of interest [and __] [additional costs and expenses].

(e) Each Assignor: (i) agrees that, from and after the Effective Date, if it receives any payments of principal, interest or other amounts (other than indemnification payments attributable to the Purchased Obligations provided in the relevant First Lien Credit Documents) from any of the Obligors in respect of the First Lien Credit Documents, it will hold such monies in trust for the Assignee and immediately remit such monies to the Assignee, (ii) acknowledges, agrees and confirms that, as the Assignee may reasonably request, it will make, do and execute or cause to be made, done or executed, all such further assurances, acts, assignments, transfers, deeds and other documents as are necessary or appropriate in order to give effect to the</@>

transaction contemplated by this Assignment, (iii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the First Lien Credit Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the First Lien Credit Documents or any other instrument or document furnished pursuant thereto; and (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor or the performance or observance by the Obligors of any of their obligations under the First Lien Credit Documents or any other instrument or document furnished pursuant thereto.

(f) The Assignee confirms that no representation or warranty of any kind is made by any Assignors except as expressly stated herein or in any agreement, document or instrument delivered pursuant hereto and the Assignee shall have no recourse to any Assignor with respect to the collection of the Purchased Obligations.

(g) The effective date of this Assignment (the "Effective Date") shall be the date first written above.

(h) As of the Effective Date (i) the Assignee shall have the rights and obligations under the First Lien Credit Documents that have been assigned to it pursuant to this Assignment and (ii) each Assignor shall, to the extent provided in this Assignment, relinquish its rights and be released from its obligations under the First Lien Credit Documents including, without limitation, the obligation to provide any credit to any Obligor pursuant to such First Lien Credit Documents.

This Assignment constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior or other agreements or understandings. This Assignment may only be amended by instrument in writing signed by all parties hereto.

This Assignment shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the laws of Canada applicable therein.

[Remainder of page intentionally blank]

IN WITNESS WHEREOF the parties hereto have executed and delivered this agreement on the date first written above.

THE BANK OF NOVA SCOTIA, as First Lien Agent and Administrative Agent¹

By:
Name:
Title:

<a>, as Purchasing Second Lien Party

By:
Name:
Title:

¹ Signature pages of applicable Lenders to be added at the time of entering into Assignment and Assumption

COMPUTERSHARE TRUST COMPANY
OF CANADA, as Second Lien Trustee

By: _____
Name: _____
Title: _______

EXHIBIT "A"

LIST OF ASSIGNORS

[List of Lenders to be added at the time of entering into Assignment and Assumption]

EXHIBIT "B"

PURCHASE PRICE AND WIRE TRANSFER INSTRUCTIONS

Assignor	Amount of Purchase Price to be Paid to Assignor	Wire Transfer Instructions

EXHIBIT "C"
FORM OF COMPLIANCE CERTIFICATE

TO: Computershare Trust Company of Canada, as Trustee
100 University Avenue, 11th Floor
Toronto, Ontario M5J 2Y1
Att: Manager, Corporate Trust
Facsimile: (416) 981-9777
Email: [email protected]

I, __, the __ of Neptune Acquisition Inc. (the "Issuer"), in such capacity and not personally, hereby certify that:

I am the duly appointed ___ of the Issuer, the issuer named in the trust indenture made as of April 8, 2020 between the Issuer and Computershare Trust Company of Canada, as trustee (as amended, modified, supplemented or replaced from time to time, the "Indenture") and as such I am providing this certificate for and on behalf of the Issuer pursuant to the Indenture.
I am familiar with and have examined the provisions of the Indenture including, without limitation, those of Article 6, Article 7 and Article 8 therein.
To the best of my knowledge, information and belief and after due inquiry, no Default has occurred and is continuing as at the date hereof.
As of the last day of or for the [Fiscal Quarter/Fiscal Year] ended ___, 20__, the amounts and financial ratios referred to in the Indenture are as follows:

Total Debt/EBITDA Ratio
____ to 1

Detailed calculations of the foregoing ratio is attached hereto.

As of the last day of or for the [Fiscal Quarter/Fiscal Year] ended ___, 20__, the income tax credits to which the Issuer, on a consolidated basis, is entitled are as follows:

[NTD: To be added.]

The following changes to the Perfection Certificate are required pursuant to Section 7.03(c) to reflect the updates below for each Subject Entity since the last Compliance Certificate was delivered:

(a) Changes to names or corporate structure: [●]

(b) Changes to chief executive office or new collateral locations: [●]

(c) Any new leased or owned real estate: [●]
(d) Any new Equity Interests issued: [●]
(e) Any new debt securities issued or acquired: [●]
(f) Any new intellectual property: [●]
(g) Any assets have been acquired in new jurisdictions: [●]

As of the last day of or for the [Fiscal Quarter/Fiscal Year] ended __, 20, (i) the aggregate proceeds received for such Fiscal Year in respect of assets disposed of in accordance with Section 7.32(e)(i) is $[●] and (ii) the aggregate proceeds received for such Fiscal Year in respect of assets disposed of in accordance with Section 7.32(f)(i) is $[●].
Unless the context otherwise requires, capitalized terms in the Indenture which appear herein without definitions shall have the meanings ascribed thereto in the Indenture.

DATED this ___ day of __, 20.

[Name of signatory]

SCHEDULE "A"
CORPORATE STRUCTURE

[See attached]

POST-CLOSING (after all reorganizations)

SCHEDULE "B"
PPSA Acknowledgments

PPSA File Reference Number 735606855 against Neptec Design Group Ltd. in favour of Blue Chip Leasing Corporation which checks the boxes "Equipment" and "Other" with no collateral description.
PPSA File Reference Number 870436818 against MacDonald Dettwiler Space and Advanced Robotics Ltd., MacDonald, Dettwiler and Associates Inc. and MDA Systems Ltd. in favour of Dell Financial Services Canada Limited which checks the boxes "Equipment" and "Other" with the following description "All Dell and non-Dell computer equipment and peripherals wherever located heretofore or hereafter leased to debtor by secured party pursuant to a master lease agreement number 643894 together with all substitutions, additions, accessions and replacements thereto and thereof now and hereafter installed in, affixed to, or used in conjunction with such equipment and proceeds thereof together with all rental or installment payments, insurance proceeds, other proceeds and payments due or to become due and arising from or relating to such equipment. Proceeds: all present and after-acquired personal property."
PPSA File Reference Number 653628042 against MacDonald, Dettwiler and Associates Inc. in favour of Hewlett-Packard Financial Services Canada Company which checks the boxes "Equipment" and "Other" with the following collateral description "Master lease. Any and all equipment, tangible and intangible, leased pursuant to schedules under master lease agreement no. 105956, and any proceeds therefrom."
PPSA File Reference Number 731528676 against MacDonald, Dettwiler and Associates Ltd. in favour of Jim Pattison Industries Ltd. which checks the boxes "Equipment" and "Other" with no collateral description.
PPSA File Reference Numbers 725403366 and 705115656 against Maxar Technologies Ltd. in favour of Jim Pattison Industries Ltd. which checks the boxes "Equipment" and "Other" with no collateral description.
PPSA File Reference Number 718748199 against MacDonald, Dettwiler and Associates Inc. in favour of Xerox Canada which checks the boxes "Equipment" and "Other" with no collateral description.

AI assistant

MDA Space — Capital/Financing Update 2021

48075_rns_2021-04-14_5b80619b-915c-4eb7-8274-970e5868e670.pdf

SECOND LIEN SECURED NOTE INDENTURE

TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1

ARTICLE 2 THE NOTES 34

ARTICLE 3 REDEMPTION 43

ARTICLE 4 PIK ELECTION 48

ARTICLE 5 RANKING OF NOTES 50

ARTICLE 8 DEFAULTS AND REMEDIES... 77

ARTICLE 9 TRUSTEE... 84

ARTICLE 10 LEGAL DEFEASANCE AND COVENANT DEFEASANCE... 92

WITNESSETH

ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE

1.01 Definitions.

1.02 Other Definitions.

1.03 Rules of Construction.

ARTICLE 2

THE NOTES

2.01 Form and Dating; Terms.

2.02 Execution and Authentication.

2.03 Registrar and Paying Agent.

2.04 Paying Agent to Hold Money in Trust.

2.05 Holder Lists.

2.09 Registration and Transfer of Global Notes.

2.11 Replacement Notes.

2.12 Outstanding Notes.

2.13 Treasury Notes.

2.14 Temporary Notes.

2.15 Cancellation.

2.16 Defaulted Interest.

2.17 CUSIP and ISIN Numbers.

2.18 Home Office Payment Agreement.

ARTICLE 3

3.01 Notices to Trustee.

3.02 Selection of Notes to Be Redeemed or Purchased.

3.03 Notice of Redemption.

3.05 Deposit of Redemption or Purchase Price.

3.06 Optional Redemption.

3.07 Scheduled Mandatory Redemption.

3.08 Mandatory Redemptions.

ARTICLE 4

4.01 PIK Election.

ARTICLE 5

RANKING OF NOTES

5.01 Applicability of Article.

5.02 Obligation to Pay Not Impaired.

5.03 Payment on Notes Permitted.

5.04 Confirmation of Ranking and Priority.

5.05 Knowledge of Trustee.

5.06 Trustee May Hold First Lien Obligation.

5.07 Rights of First Lien Creditor Not Impaired.

5.08 No Set-Off.

ARTICLE 6 REPRESENTATIONS AND WARRANTIES

6.01 Representations and Warranties.

ARTICLE 7

COVENANTS

7.01 Payment of Notes; Additional Amounts.

7.02 Maintenance of Office or Agency.

7.03 Reports and Other Information.

7.04 Corporate Existence.

7.05 Conduct of Business.

7.06 Use of Proceeds.

7.07 Insurance.

7.08 Taxes.

7.09 Notices.

7.10 Inspection of Assets and Operations.

7.11 Books and Records.

7.12 Change in Perfection Certificates.

7.13 Change of Name or Jurisdiction of Incorporation.

7.14 Environmental Compliance.

7.15 ERISA.

7.16 Intellectual Property.

7.17 Intercompany Indebtedness

7.18 Permitted Amalgamation.

7.19 Limitation on Liens.

7.20 Limitation on Indebtedness.

7.21 Fundamental Changes.

7.22 Limitation on Change in Business.

MDA Space Capital/Financing Update 2021