Superior Plus Corp.

SENIOR NOTES INDENTURE

Dated as of March 11, 2021

Among

SUPERIOR PLUS LP

SUPERIOR GENERAL PARTNER INC.

THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO

COMPUTERSHARE TRUST COMPANY, N.A., as U.S. Trustee

and

COMPUTERSHARE TRUST COMPANY OF CANADA, as Canadian Trustee

4.500% SENIOR NOTES DUE 2029

Page

Article	1 DEFINITIONS AND INCORPORATION BY REFERENCE ........................................1	1 DEFINITIONS AND INCORPORATION BY REFERENCE ........................................1
	Section 1.01	Definitions .................................................................................................1
	Section 1.02	Other Definitions .....................................................................................31
	Section 1.03	Rules of Construction ..............................................................................33
	Section 1.04	Acts of Holders ........................................................................................34
	Section 1.05	Limited Condition Transactions; Measuring Compliance ......................36
Article	2 THE NOTES	...................................................................................................................38
	Section 2.01	Form and Dating; Terms .........................................................................38
	Section 2.02	Execution and Authentication .................................................................39
	Section 2.03	Registrar and Paying Agent .....................................................................40
	Section 2.04	Paying Agent to Hold Money in Trust ....................................................41
	Section 2.05	Holder Lists .............................................................................................41
	Section 2.06	Transfer and Exchange ............................................................................41
	Section 2.07	Replacement Notes ..................................................................................43
	Section 2.08	Outstanding Notes ...................................................................................43
	Section 2.09	Treasury Notes .........................................................................................44
	Section 2.10	Temporary Notes .....................................................................................44
	Section 2.11	Cancellation .............................................................................................44
	Section 2.12	Defaulted Interest ....................................................................................45
	Section 2.13	CUSIP and ISIN Numbers .......................................................................45
Article	3 REDEMPTION ...............................................................................................................46
	Section 3.01	Notices to U.S. Trustee ............................................................................46
	Section 3.02	Selection of Notes to Be Redeemed or Purchased ..................................46
	Section 3.03	Notice of Redemption ..............................................................................47
	Section 3.04	Effect of Notice of Redemption ..............................................................48
	Section 3.05	Deposit of Redemption or Purchase Price ...............................................48
	Section 3.06	Notes Redeemed or Purchased in Part .....................................................49
	Section 3.07	Optional Redemption ...............................................................................49
	Section 3.08	Mandatory Redemption ...........................................................................51
	Section 3.09	[Reserved.] ...............................................................................................51
	Section 3.10	Offers to Repurchase by Application of Excess Proceeds ......................51
Article	4 COVENANTS ................................................................................................................54
	Section 4.01	Payment of Notes ....................................................................................54
	Section 4.02	Maintenance of Office or Agency. ..........................................................54
	Section 4.03	Taxes ........................................................................................................54
	Section 4.04	Stay, Extension and Usury Laws .............................................................54
	Section 4.05	Corporate Existence .................................................................................55

	Section 4.06	Reports and Other Information ................................................................55
	Section 4.07	Compliance Certificate ............................................................................56
	Section 4.08	Limitation on Restricted Payments .........................................................56
	Section 4.09	Limitation on Indebtedness and Issuance of Preferred Stock..................61
	Section 4.10	Limitation on Liens .................................................................................66
	Section 4.11	Additional Note Guarantees ....................................................................66
	Section 4.12	Additional Amounts ................................................................................67
	Section 4.13	Limitation on Restrictions on Distribution From Restricted
		Subsidiaries ..............................................................................................70
	Section 4.14	Designation of Restricted and Unrestricted Subsidiaries ........................72
	Section 4.15	Transactions with Affiliates ....................................................................73
	Section 4.16	Offer to Repurchase Upon Change of Control ........................................75
	Section 4.17	Asset Sales ...............................................................................................77
	Section 4.18	Effectiveness of Covenants .....................................................................80
Article	5 SUCCESSORS ...............................................................................................................80
	Section 5.01	Amalgamation, Merger, Consolidation or Sale of Assets .......................80
	Section 5.02	Successor Entity Substituted ...................................................................83
Article	6 DEFAULTS	AND REMEDIES .....................................................................................83
	Section 6.01	Events of Default .....................................................................................83
	Section 6.02	Acceleration .............................................................................................85
	Section 6.03	Other Remedies .......................................................................................85
	Section 6.04	Waiver of Past Defaults ...........................................................................85
	Section 6.05	Control by Majority .................................................................................86
	Section 6.06	Limitation on Suits ..................................................................................86
	Section 6.07	Rights of Holders to Receive Payment ....................................................87
	Section 6.08	Collection Suit by U.S. Trustee ...............................................................87
	Section 6.09	Restoration of Rights and Remedies .......................................................87
	Section 6.10	Rights and Remedies Cumulative ...........................................................87
	Section 6.11	Delay or Omission Not Waiver ...............................................................87
	Section 6.12	Trustees May File Proofs of Claim .........................................................88
	Section 6.13	Priorities ..................................................................................................88
	Section 6.14	Undertaking for Costs ..............................................................................89
Article	7 TRUSTEES .....................................................................................................................89
	Section 7.01	Duties of Trustees ....................................................................................89
	Section 7.02	Rights of Trustees ....................................................................................90
	Section 7.03	Individual Rights of Trustee ....................................................................92
	Section 7.04	Trustees’ Disclaimer ................................................................................92
	Section 7.05	Notice of Defaults ....................................................................................92
	Section 7.06	[Reserved] ................................................................................................94
	Section 7.07	Compensation and Indemnity ..................................................................94
	Section 7.08	Replacement of Trustees .........................................................................95

	Section 7.09	Successor Trustee by Merger, etc ............................................................97
	Section 7.10	Eligibility; Disqualification .....................................................................97
Article	8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE .....................................97
	Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance .................97
	Section 8.02	Legal Defeasance and Discharge .............................................................97
	Section 8.03	Covenant Defeasance ..............................................................................99
	Section 8.04	Conditions to Legal or Covenant Defeasance .........................................99
	Section 8.05	Deposited Money and Government Securities to Be Held in
		Trust; Other Miscellaneous Provisions .................................................101
	Section 8.06	Repayment to the Issuers .......................................................................102
	Section 8.07	Reinstatement ........................................................................................102
Article	9 AMENDMENT, SUPPLEMENT AND WAIVER ......................................................102
	Section 9.01	Without Consent of Holders ..................................................................102
	Section 9.02	With Consent of Holders .......................................................................103
	Section 9.03	[Reserved] ..............................................................................................105
	Section 9.04	Revocation and Effect of Consents .......................................................105
	Section 9.05	Notation on or Exchange of Notes ........................................................105
	Section 9.06	Trustees to Sign Amendments, etc ........................................................106
Article	10 GUARANTEES ..........................................................................................................106
	Section 10.01	Guarantee ...............................................................................................106
	Section 10.02	Limitation on Guarantor Liability .........................................................108
	Section 10.03	Execution and Delivery .........................................................................108
	Section 10.04	Subrogation ............................................................................................109
	Section 10.05	Benefits Acknowledged .........................................................................109
	Section 10.06	Release of Note Guarantees ...................................................................109
Article	11 SATISFACTION AND DISCHARGE ......................................................................110
	Section 11.01	Satisfaction and Discharge ....................................................................110
	Section 11.02	Application of Trust Money ..................................................................111
Article	12 MISCELLANEOUS ...................................................................................................112
	Section 12.01	Concerning the Trust Indenture Act ......................................................112
	Section 12.02	Notices ...................................................................................................112
	Section 12.03	[Reserved] ..............................................................................................114
	Section 12.04	Certificate and Opinion as to Conditions Precedent ..............................114
	Section 12.05	Statements Required in Certificate or Opinion .....................................114
	Section 12.06	Rules by U.S. Trustee and Agents .........................................................115
	Section 12.07	No Personal Liability of Directors, Officers, Employees,
		Incorporators and Stockholders .............................................................115
	Section 12.08	Governing Law ......................................................................................115

iii

Section	12.09	Waiver of Jury Trial ..............................................................................115
Section	12.10	Force Majeure ........................................................................................115
Section	12.11	No Adverse Interpretation of Other Agreements ..................................115
Section	12.12	Successors ..............................................................................................115
Section	12.13	Severability ............................................................................................116
Section	12.14	Counterpart Originals ............................................................................116
Section	12.15	Table of Contents, Headings, etc ...........................................................116
Section	12.16	Facsimile and PDF Delivery of Signature Pages ..................................116
Section	12.17	U.S.A. PATRIOT Act ...........................................................................116
Section	12.18	Canadian Trustee’s Compliance with Ani-Money Laundering and
		Suppression of Terrorism Legislation ...................................................116
Section	12.19	Payments Due on Non-Business Days ..................................................117
Section	12.20	Submission to Jurisdiction .....................................................................117
Section	12.21	Judgment Currency ................................................................................117

Appendix A Provisions Relating to Initial Notes and Additional Notes

Exhibit A Form of Note Exhibit B Form of Institutional Accredited Investor Transferee Letter of Representation Exhibit C Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors Exhibit D Form of Position Representation

INDENTURE, dated as of March 11, 2021, among Superior Plus LP, an Ontario limited partnership (the “ Issuer ”), Superior General Partner Inc., a Canadian corporation (the “ Co-Issuer ” and, together with the Issuer, the “ Issuers ”), the Guarantors listed on the signature pages hereto, Computershare Trust Company, N.A., as U.S. trustee (in such capacity, the “ U.S. Trustee ”), and Computershare Trust Company of Canada, as Canadian trustee (in such capacity, the “ Canadian Trustee ” and, together with the U.S. Trustee, the “ Trustees ”).

W I T N E S S E T H

WHEREAS, the Issuers have duly authorized the creation and issue of US$600,000,000 aggregate principal amount of 4.500% Senior Notes due 2029 (the “ Initial Notes ”); and

WHEREAS, the Guarantors have duly authorized the execution and delivery of

this Indenture.

NOW, THEREFORE, the Issuers, the Guarantors and the Trustees 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

Section 1.01 Definitions.“ Acquired Debt ” has the meaning given to such term in Section 4.09(c)(3).

“ Additional Notes ” means additional Notes (other than the Initial Notes) issued from time to time under this Indenture in accordance with Section 2.01 and Section 4.09.

“ Affiliate ” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

“ Agent ” means any Registrar, Paying Agent or Custodian, transfer agent, authenticating agent, or any agent appointed hereunder.

“ Applicable Premium ” means, with respect to any Note on any redemption date, the excess, if any, of:

(1) the present value as of such date of redemption of (i) the redemption price of such Note on March 15, 2024, (such redemption price being set forth in Section 3.07(d)) plus (ii) all required interest payments due on such Note through March 15, 2024 (excluding accrued but unpaid interest to the date of redemption), computed using a discount rate equal to the Treasury Rate as of such date of redemption plus 50 basis points discounted to the redemption date on a semi-annual basis (assuming a 360 day year consisting of twelve 30-day months); over

(2) the Called Principal of the Note.

“ Applicable Securities Legislation ” means, at any time, applicable securities laws (including rules, regulations, policies, instruments and blanket orders) in each of the provinces and territories of Canada.

“ Approved Commercial Bank ” means a commercial bank with a consolidated combined capital surplus of at least $5,000,000,000.

“ Asset Sale ” means any of the following:

(1) the sale, lease, conveyance or other disposition of any assets or rights by Parent or any Restricted Subsidiary; provided that the sale, lease, conveyance or other disposition of all or substantially all of the properties or assets of the Issuers and their Subsidiaries taken as a whole will be governed by Section 4.16 and 5.01 and not Section 4.17; and

(2) (i) the issuance of Equity Interests by any of Parent’s Restricted Subsidiaries (but for greater certainty excluding any issuance of Equity Interests by Parent) or (ii) the sale by Parent or any of its Restricted Subsidiaries of Equity Interests in any of its Subsidiaries (other than directors’ qualifying shares or shares required to be owned by other Persons pursuant to applicable law).

Notwithstanding the preceding, the following items will be deemed not to be an Asset Sale:

(1) any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $35.0 million;

(2) a sale, lease, conveyance or other disposition of assets between or among Parent and its Restricted Subsidiaries;

(3) an issuance or sale of Equity Interests by a Restricted Subsidiary to Parent or to another Restricted Subsidiary (including Preferred Stock or Disqualified Stock of Restricted Subsidiaries issued in compliance with Section 4.09);

(4) any disposition of worn-out, obsolete, retired or otherwise unsuitable or excess assets or equipment or facilities or of assets or equipment no longer used or useful (including intellectual property), in each case, in the ordinary course of business;

(5) the sale or lease of equipment, inventory, accounts receivable or other assets in the ordinary course of business (including transfers of assets, revenues or liabilities between or among Parent and its Restricted Subsidiaries in the ordinary course of business for the Fair Market Value thereof);

(6) the sale or other disposition of cash or Cash Equivalents, Hedging Obligations or other financial instruments in the ordinary course of business;

(7) any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties or assets of Parent and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, pursuant to Article 5;

(8) any Restricted Payment that is permitted by Section 4.08 and any Permitted Investment (but excluding, for certainty, any sale or other disposition of a Permitted Investment unless such sale or other disposition would constitute a Permitted Investment or a Restricted Payment permitted by Section 4.08);

(9) the creation or perfection of a Lien in accordance with this Indenture (but not the sale or other disposition of any asset subject to such Lien);

(10) the surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind;

(11) dispositions of receivables owing to Parent or any of its Restricted Subsidiaries in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings of the account debtor and exclusive of factoring or similar arrangements;

(12) the licensing or sublicensing of intellectual property or other general intangibles and licenses, leases or subleases of other property in the ordinary course of business and which do not materially interfere with the business of Parent and its Restricted Subsidiaries;

(13) any sale of assets received by Parent or any of its Restricted Subsidiaries upon foreclosure of a Lien;

(14) any sale, issuance or other disposition of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(15) a sale, transfer or other disposition of assets by Parent or any of its Restricted Subsidiaries in connection with a corporate reorganization that is carried out as a step transaction if:

(a) the step transaction is completed within three Business Days; and

(b) at the completion of the step transaction, such assets are owned by Parent or any of its Restricted Subsidiaries;

(16) sales, conveyances, transfers and other dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell or put/call arrangements between the joint venture parties set forth in joint venture arrangements or similar binding arrangements; and

(17) any sale of receivables and customary related assets effected under a Securitization Program.

“ Asset Sale Offer ” has the meaning given to such term in Section 4.17(e).

“ Attributable Debt ” in respect of a Sale/Leaseback Transaction means, as at the time of determination, the present value of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale/Leaseback Transaction (including during any period for which such lease has been extended), calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP; provided , however , that if such Sale/Leaseback Transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease Obligation.”

“ Bankruptcy Custodian ” means any receiver, receiver-manager, trustee, assignee, liquidator, sequestrator, monitor, or similar official under any Bankruptcy Law.

“ Bankruptcy Law ” means the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding Up and Restructuring Act (Canada) and Title 11 of the United States Code (entitled “ Bankruptcy ”), each as in effect on the Issue Date and as in effect thereafter, any successors to such statutes, any other applicable insolvency, winding-up, dissolution, restructuring, reorganization, liquidation, or other similar law of any jurisdiction, and any law of any jurisdiction (including any corporate law relating to arrangements, reorganizations, or restructurings) permitting a debtor to obtain a stay or a compromise of the claims of its creditors against it.

“ Beneficial Holders ” means any Person who holds a beneficial ownership interest in Notes issued in the form of one or more global notes, as shown on the books of the Depository or a participant of the Depository.

“ beneficial ownership ” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, and “ beneficial owner ” has a corresponding meaning.

“ Board of Directors ” means:

(1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

(2) with respect to a partnership, the Board of Directors of the general partner of the partnership;

(3) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and

(4) with respect to any other Person, the board or committee of such Person serving a similar function.

“ Business Day ” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City, New York, Toronto, Ontario or any other place where either the Corporate Trust Office of the U.S. Trustee or the Corporate Trust Office of the Canadian Trustee is located (which includes, as of the Issue Date, Calgary, Alberta), are authorized or required by law to remain closed, and other than any other day on which Canadian chartered banks are generally closed in Toronto, Ontario.

“ Called Principal ” means, with respect to any Note, the principal of such Note that is to be prepaid pursuant to an optional redemption.

“ Canadian Dollars ” and “ $ ” each mean the lawful money of Canada.

“ Canadian Trustee ” means Computershare Trust Company of Canada, as Canadian trustee, until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

“ Capital Lease Obligation ” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a statement of financial position prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty. Notwithstanding the foregoing, any lease (whether entered into before or after the Issue Date) that would have been classified as an operating lease pursuant to GAAP as in effect on the Issue Date shall be deemed not to be a capital lease or a financing lease.

“ Capital Stock ” means:

(1) in the case of a corporation, share capital or capital stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person,

but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“ Cash Equivalents ” means:

(1) Canadian Dollars or U.S. Dollars;

(2) securities issued by or directly and fully guaranteed or insured by the federal government of Canada, the United States of America, or any member state of the European Union ( provided that such member state has a rating of “A” or higher from S&P, “A2” or higher from Moody’s, “F1” or higher by Fitch or “A” or higher from DBRS) or any agency or instrumentality thereof ( provided that the full faith and credit of the federal government of Canada, the United States or the relevant member state of the European Union is pledged in support of those securities) having maturities of not more than two years from the date of acquisition;

(3) demand accounts, time deposit accounts, bearer deposit notes, certificates of deposit and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year, demand and overnight bank deposits and other similar types of investments routinely offered by commercial banks or trust companies, in each case, with any bank or trust company that has a rating of “A” or higher from S&P, “A2” or higher from Moody’s, “F1” or higher by Fitch or “A” or higher from DBRS;

(4) repurchase obligations with a term of not more than 365 days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5) commercial paper having a rating of “P-1” from Moody’s, “A-1” or higher from S&P, “F1” or higher by Fitch or “R-1 (low)” or higher from DBRS and in each case maturing within 365 days after the date of acquisition;

(6) readily marketable direct obligations issued by a state of the United States of America or a province of Canada or any political subdivision thereof having a rating of “A” or higher from S&P or “A2” or higher from Moody’s in each case with maturities not exceeding two years from the date of acquisition; and

(7) money market or investment funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (6) of this definition.

“ Cash Management Obligations ” means obligations in respect of cash management services consisting of automated clearing house transactions, controlled disbursement services, treasury, depository, overdraft and electronic funds transfer services, foreign exchange facilities, currency exchange transactions or agreements and options with respect thereto, credit card processing services, credit or debit cards, purchase cards and any indemnity given in connection with any of the foregoing.

“ Change of Control ” means the occurrence of any of the following:

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger, plan of arrangement, amalgamation or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Parent and its Subsidiaries, taken as a whole, to any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act); it being understood that the Specialty

Chemicals Disposition will not constitute a sale, transfer, conveyance or other disposition of all or substantially all of the properties of the Parent and its Subsidiaries, taken as a whole;

(2) the adoption of a plan relating to the liquidation or dissolution of the Issuer or Parent (except, in each case, in a transaction that complies with Article 5);

(3) the consummation of any transaction (including, without limitation, any merger, plan of arrangement, amalgamation or consolidation), the result of which is that any “person” or “group” of related persons (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) becomes the beneficial owner (as defined herein, except that such person or group shall be deemed to have “beneficial ownership” of all shares that any such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the Voting Stock of Parent, measured by voting power rather than number of shares; or

(4) Parent ceases to own, directly or indirectly, more than 50% of the Voting Stock of the Issuer or the Co-Issuer, measured by voting power rather than number of shares.

For the purposes of this definition, (i) no Change of Control shall be deemed to have occurred solely as a result of a transfer of assets, or the consummation of any transaction (including, without limitation, any merger, plan of arrangement, amalgamation or consolidation), among Parent and its Restricted Subsidiaries; (ii) a Person shall not be deemed to have beneficial ownership of securities subject to a stock purchase agreement, merger agreement or similar agreement until the consummation of the transactions contemplated by such agreement; and (iii) to the extent that one or more regulatory approvals are required for any of the transactions or circumstances described in clauses (1), (2) or (3) above to become effective under applicable law and such approvals have not been received before such transactions or circumstances have been consummated, such transactions or circumstances shall be deemed to have occurred at the time such approvals have been obtained and become effective under applicable law.

“ Change of Control Triggering Event ” means, with respect to the Notes, the occurrence of (1) a Change of Control that is accompanied or followed by a downgrade of the Notes within the Ratings Decline Period for such Change of Control by at least two of the Designated Rating Organizations rating the Notes as of the beginning of the Ratings Decline Period and (2) the rating of the Notes on any day during such Ratings Decline Period is below the lower of the ratings by such Designated Rating Organizations in effect immediately preceding the first public announcement of the Change of Control (or occurrence thereof if such Change of Control occurs prior to the first public announcement thereof). Notwithstanding anything to the contrary, no Change of Control Triggering Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated.

“ Commodity Hedging Contracts ” means any transaction, arrangement or agreement entered into between a Person and a counterparty on a case by case basis, including any futures contract, a commodity option, a swap, a forward sale or otherwise, the purpose of

which is to mitigate, manage or eliminate its exposure to fluctuations in commodity prices, transportation or basis costs or differentials or other similar financial factors including contracts settled by physical delivery of the commodity not settled within 60 days of the date of any such contract.

“ Consolidated EBITDA ” means, for any period, Consolidated Net Income for such period plus the sum of (without duplication):

(1) Consolidated Interest Expense, to the extent that Consolidated Interest Expense was deducted in determining Consolidated Net Income and was not added back thereto pursuant to the definition thereof; plus

(2) provision for income taxes, to the extent that such provision for income taxes was deducted in computing such Consolidated Net Income and was not added back thereto pursuant to the definition thereof; plus

(3) depreciation and amortization and other non-cash items, in each case to the extent deducted in computing such Consolidated Net Income and not added back thereto pursuant to the definition thereof; plus

(4) the net amount of losses deducted in determining Consolidated Net Income (and not added back thereto pursuant to the definition thereof) resulting from the disposition of assets (excluding inventory), provided , however , if there is a net gain resulting from the disposition of assets (excluding inventory) which increases Consolidated Net Income for such period (and which is not deducted therefrom pursuant to the definition thereof), such amount shall be deducted from Consolidated EBITDA; minus

(5) non-cash items increasing Consolidated Net Income for such period and not deducted therefrom pursuant to the definition thereof;

in each case, on a consolidated basis determined in accordance with GAAP.

“ Consolidated Interest Expense ” means, for any period, the total interest expense of Parent and its Restricted Subsidiaries determined on a consolidated basis in accordance with GAAP (excluding any accretion or accrual of discounted liabilities not constituting Indebtedness), plus , to the extent not included in such total interest expense, and to the extent incurred by Parent and its Restricted Subsidiaries (determined on a consolidated basis in accordance with GAAP), without duplication:

(1) the amortization of debt discount and debt issuance costs; plus

(2) the amortization of all fees (including, without limitation, fees with respect to Hedging Obligations) payable in connection with the incurrence of Indebtedness; plus

(3) interest payable on Capital Lease Obligations and Attributable Debt; plus
(4) payments in the nature of interest pursuant to Hedging Obligations; plus

(5) interest accruing on any Indebtedness of any other Person, to the extent such Indebtedness is guaranteed by, or secured by a Lien on any asset of, Parent or any of its Restricted Subsidiaries; minus

(6) the total interest income of Parent and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP.

“ Consolidated Net Income ” means, for any period, the aggregate net income (or loss) of Parent and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, provided that the following (without duplication, and in each case to the extent that they are included in such net income (or loss)) will be excluded in computing Consolidated Net Income:

(1) any impairment charges (including, for certainty, impairment charges attributable to tangible and intangible assets) or restructuring charges or write-offs (other than write-offs of inventory and accounts receivables in the ordinary course of business), in each case pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP;

(2) the cumulative effect of a change in accounting principles;

(3) any non-cash expense realized or resulting from stock option plans, employee benefit plans or postemployment benefit plans, or grants or sales of stock, stock appreciation or similar rights, stock options, restricted stock, Preferred Stock or other rights;

(4) any non-cash gains, losses, income and expenses resulting from fair value accounting required by the applicable standard under GAAP and related interpretations, including, for certainty, the mark-to-market adjustments for Hedging Obligations;

(5) any extraordinary or non-recurring gains or losses, together with any related provision for taxes on such extraordinary or non-recurring gains or losses;

(6) any net earnings (losses) from discontinued operations;

(7) any net earnings (losses) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting, except to the extent (i) of dividends and other equity distributions received in cash or Cash Equivalents by Parent or a Restricted Subsidiary or (ii) losses funded with cash or Cash Equivalents from Parent or a Restricted Subsidiary; and

(8) solely for the purpose of determining the amount available for Restricted Payments under Section 4.08(a)(3), any net earnings (but not any loss) of any Restricted Subsidiary, to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of those net earnings is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any

agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its shareholders.

“ Consolidated Tangible Assets ” means, at any date of determination, the total amount of assets set forth on the consolidated statement of financial position of Parent and its Restricted Subsidiaries as of the end of the most recently ended fiscal quarter for which internal financial statements are available, after deducting therefrom all goodwill, trade names, trademarks, patents, licenses, copyrights and other intangible assets as of such date, determined as of such date on a consolidated basis in accordance with GAAP.

“ Corporate Trust Office of the U.S. Trustee ” shall be at the address of the U.S. Trustee specified in Section 12.02 or such other address as to which the U.S. Trustee may give notice to the Holders and the Issuers.

“ Corporate Trust Office of the Canadian Trustee ” shall be at the address of the Canadian Trustee specified in Section 12.02 or such other address as to which the Canadian Trustee may give notice to the Holders and the Issuers.

“ Credit Facilities ” means one or more credit or debt facilities, commercial paper facilities or Debt Issuances, in each case with banks, investment banks, insurance companies, mutual or other institutional lenders or investors providing for, among other things, revolving credit loans, term loans, Securitization Programs (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), letters of credit or letter of credit guarantees or Debt Issuances, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time.

“ Currency Agreement ” means any financial arrangement entered into between a Person and a counterparty on a case by case basis in connection with a foreign exchange futures contract, currency swap agreement, currency option or currency exchange or other similar currency related transactions, the purpose of which is to mitigate or eliminate its exposure to fluctuations in exchange rates and currency values.

“ Custodian ” means the custodian for DTC, or any successor Person thereof, with respect to any Global Note, and shall initially be the U.S. Trustee.

“ Customary Recourse Exceptions ” means, with respect to any Non-Recourse Debt of an Unrestricted Subsidiary, exclusions from the exculpation provisions with respect to such Non-Recourse Debt for the voluntary bankruptcy of such Unrestricted Subsidiary, fraud, misapplication of cash, environmental claims, waste, willful destruction and other circumstances customarily excluded by lenders from exculpation provisions or included in separate indemnification agreements in non-recourse financings.

“ DBRS ” means DBRS Limited or any successor to the rating agency business

thereof.

“ Debt Issuances ” means, with respect to Parent or any of its Restricted Subsidiaries, one or more issuances after the Issue Date of Indebtedness evidenced by notes, debentures, bonds or other similar securities or instruments.

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

“ Definitive Note ” means a certificated Initial Note or Additional Note (bearing the Restricted Notes Legend if the transfer of such Note is restricted by applicable law) that does not include the Global Notes Legend.

“ Depository ” means, with respect to Notes issuable or issued in whole or in part in global form, DTC and any and all successors thereto appointed as Depository under this Indenture.

“ Derivative Instruments ” means with respect to a Person, means any contract, instrument or other right to receive payment or delivery of cash or other assets to which such Person or any Affiliate of such Person that is acting in concert with such Person in connection with such Person’s investment in the Notes (other than a Regulated Bank or a Screened Affiliate) is a party (whether or not requiring further performance by such Person), the value and/or cash flows of which (or any material portion thereof) are materially affected by the value and/or performance of the Notes and/or the creditworthiness of the Performance References.

“ Designated Non-cash Consideration ” means the Fair Market Value of non-cash and non-Cash Equivalents consideration as described in clause (2) of the first paragraph of Section 4.17, received by Parent or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officers’ Certificate setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale, redemption or repayment of, or with respect to, such Designated Non-cash Consideration.

“ Designated Rating Organization ” means each of S&P, Moody’s or Fitch, or if S&P, Moody’s or Fitch shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency selected by the Issuers’ (as certified in an Officers’ Certificate delivered to the U.S. Trustee) which shall be substituted for S&P, Moody’s or Fitch, as the case may be.

“ Disqualified Stock ” means, with respect to any Person, any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, prior to the date which is 91 days prior to the Stated Maturity of the principal of the Notes. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the issuer thereof to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the provisions applicable to such Capital Stock

(i) are no more favorable to the holders of such Capital Stock than the provisions contained in Section 4.16 and Section 4.17 and such Capital Stock specifically provides that the issuer thereof will not repurchase or redeem any of such Capital Stock pursuant to such provisions prior to the Issuers’ repurchase of such of the Notes as are required to be repurchased pursuant to Section 4.16 and Section 4.17, and (ii) provide that the issuer thereof may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption is permitted by Section 4.08.

“ DTC ” means the Depository Trust Company.

“ Equity Interests ” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“ Equity Offering ” means any public or private issuance or sale of Equity Interests (other than Disqualified Stock) of Parent other than:

(1) offerings with respect to Parent’s common stock registered on Form S-4, F-4 or Form S-8 (or qualified by a prospectus filed under any similar form under Applicable Securities Legislation in similar circumstances); and

(2) issuances to any Subsidiary of Parent.

“ Event of Default ” has the meaning given to such term under Section 6.01(a).

“ Excess Cash ” means for any period of four consecutive fiscal quarters ending with Parent’s most recent fiscal quarter for which annual or quarterly financial statements are available, Consolidated EBITDA for such period minus the sum of:

(1) Consolidated Interest Expense for such period; and

(2) consolidated cash income taxes payable by Parent and its Restricted Subsidiaries in respect of the earnings attributable solely to such period.

“ Exchange Act ” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“ Existing Indebtedness ” means Indebtedness of Parent and its Restricted Subsidiaries in existence on the Issue Date (other than Indebtedness under the Credit Facilities incurred under Section 4.09(b)(1) and Indebtedness represented by the Notes and the Note Guarantees issued on the Issue Date), until such Indebtedness is repaid or otherwise extended, refinanced, renewed, replaced, defeased or refunded.

“ Existing Notes ” means the $400.0 million aggregate principal amount of 5.25% senior unsecured notes of Superior LP due February 27, 2024, the $370.0 million aggregate principal amount of 5.125% senior unsecured notes of Superior LP due August 27, 2025 and the US$350.0 million aggregate principal amount of 7.0% senior unsecured notes of Superior LP due July 15, 2026.

“ Fair Market Value ” means the value that would be paid by a willing buyer to a willing seller that is not an Affiliate of the willing buyer in a transaction not involving distress or necessity of either party, provided that, in the case of an Asset Sale where such value exceeds $15.0 million, such determination shall be made in good faith by the Chief Executive Officer or Chief Financial Officer of the Co-Issuer.

“ Fitch ” means Fitch Ratings, Inc. and its subsidiaries, or any successor to the rating agency business thereof.

“ Fixed Charge Coverage Ratio ” means, for any period, the ratio of Consolidated EBITDA to Fixed Charges for Parent and its Restricted Subsidiaries for such period.

For purposes of calculating the Fixed Charge Coverage Ratio:

(1) in the event that Parent or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “ Calculation Date ”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of Preferred Stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period;

(2) acquisitions that have been made by Parent or any of its Restricted Subsidiaries, including through mergers, plans of arrangement, amalgamations or consolidations, or any Person or any of its Restricted Subsidiaries acquired by Parent or any of its Restricted Subsidiaries, and including any related financing transactions and including increases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date, will be given pro forma effect as if they had occurred on the first day of the four-quarter reference period;

(3) the Consolidated EBITDA attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded;

(4) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date;

(5) any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period;

(6) any Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period; and

(7) if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the weighted average interest rate during such period had been the rate of interest in effect on the Calculation Date and had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term as at the Calculation Date in excess of 12 months or ends on the maturity date of such Indebtedness).

“ Fixed Charges ” means, for any period, the sum, without duplication, of:

(1) Consolidated Interest Expense for such period; plus

(2) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of Preferred Stock of Parent or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of Parent (other than Disqualified Stock) or to Parent or a Restricted Subsidiary, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, provincial, state and local statutory tax rate of Parent, expressed as a decimal, in each case, determined on a consolidated basis in accordance with GAAP.

“ GAAP ” means generally accepted accounting principles which are in effect as of the Issue Date as set forth in the opinions and pronouncements of the Canadian Institute of Chartered Accountants and the International Accounting Standards Board, which shall include for greater certainty, IFRS adopted by Parent as of January 1, 2010 with the first reporting thereunder published in 2011.

“ Government Securities ” means securities that are (1) direct obligations of the United States for the timely payment of which its full faith and credit is pledged or (2) 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 of the United States, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depositary 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 depositary receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depositary receipt.

“ Guarantee ” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner

including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

“ Guarantor ” means Parent and any Restricted Subsidiary of Parent which delivers a Note Guarantee pursuant to or in accordance with this Indenture and its successors and assigns, in each case, until the Note Guarantee of such Person (other than Parent) has been released in accordance with the provisions of this Indenture.

“ Hedging Obligations ” means, with respect to any specified Person, all obligations of such Person under all Currency Agreements, all Interest Rate Agreements and all Commodity Hedging Contracts, with the amount of such obligations being equal to the net amount payable if such obligations were terminated at that time due to default by such Person (after giving effect to any contractually permitted set-off).

“ Holder ” means a Person in whose name a Note is registered.

“ Indebtedness ” means, with respect to any specified Person, whether or not

contingent:

(1) all indebtedness of such Person in respect of borrowed money;

(2) all obligations of such Person evidenced by bonds, notes, debentures or similar instruments or letters of credit, letters of guarantee or tender cheques (or reimbursement agreements in respect thereof);

(3) all obligations of such Person in respect of banker’s acceptances;

(4) all Capital Lease Obligations and Purchase Money Obligations of such Person and all Attributable Debt in respect of Sale/Leaseback Transactions entered into by such Person;

(5) all obligations of such Person representing the balance deferred and unpaid of the purchase price of any property that would be included on a balance sheet as a liability in accordance with GAAP, except any such balance that constitutes an accrued expense or trade payable;

(6) all net obligations of such Person under Hedging Obligations;

(7) all conditional sale obligations of such Person and all obligations of such Person under title retention agreements, but excluding a title retention agreement to the extent it constitutes an operating lease under GAAP;

(8) all obligations of such Person under an agreement or arrangement that in substance provides financing pursuant to the factoring of accounts receivable or a Securitization Program;

(9) all Preferred Stock issued by such Person, if such Person is a Restricted Subsidiary of Parent and is not a Guarantor; and

(10) all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, a guarantee by the specified Person of any Indebtedness of any other Person. The amount of any Indebtedness issued at a price that is less than the principal amount thereof shall be the accreted value of the Indebtedness.

The amount of any Indebtedness of another Person secured by a Lien on the assets of the specified Person shall be the lesser of:

(a) the Fair Market Value of such assets at the date of determination;

and

(b) the amount of such Indebtedness of such other Person.

For the avoidance of doubt, “Indebtedness” of any Person shall not include:

(1) trade payables and accrued liabilities incurred in the ordinary course of business and payable in accordance with customary practice;

(2) deferred tax obligations;

(3) minority interests;

(4) uncapitalized interest;

(5) non-interest bearing instalment obligations and accrued liabilities incurred in the ordinary course of business;

(6) in connection with a purchase by Parent or any Restricted Subsidiary of any business or assets, any post-closing payment adjustment to which the seller may become entitled to the extent such adjustment is determined by a final closing balance sheet or such adjustment depends on the performance of such business or assets after the closing; provided , however , that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 45 days thereafter;

(7) pension fund obligations or rehabilitation obligations that are classified as “indebtedness” under GAAP but that would not otherwise constitute Indebtedness under clauses (1) through (9) in the first paragraph of this definition;

(8) Indebtedness, the proceeds of which are funded into an escrow agreement or trust or similar arrangement pending the satisfaction of one or more conditions, unless and until such proceeds are released to the Issuers or any Restricted Subsidiary;

(9) any Non-Recourse Equity Pledge Debt; and

(10) any repayment or reimbursement obligation of such Person or any of its Restricted Subsidiaries with respect to Customary Recourse Exceptions, unless and until an event or circumstance occurs that triggers the Person’s or such Restricted Subsidiary’s direct repayment or reimbursement obligation (as opposed to contingent or performance obligations) to the lender or other Person to whom such obligation is actually owed, in which case the amount of such direct payment or reimbursement obligation shall constitute Indebtedness.

“ Indenture ” means this Indenture, as amended or supplemented from time to time.

“ Initial Notes ” has the meaning set forth in the recitals hereto.

“ Interest Payment Date ” means March 15 and September 15 of each year that the Notes are outstanding, commencing (except in respect of any Additional Notes) on September 15, 2021.

“ Interest Rate Agreement ” means any financial arrangement entered into between a Person and a counterparty on a case by case basis in connection with interest rate swap transactions, interest rate options, cap transactions, floor transactions, collar transactions and other similar interest rate protection related transactions, the purpose of which is to mitigate or eliminate its exposure to fluctuations in interest rates.

“ Investment Grade ” means a rating equal to or higher than “BBB-” (or the equivalent) in the case of S&P and “Baa3” (or the equivalent) in the case of Moody’s (or, in each case, if such Designated Rating Organization ceases to rate the Notes, any equivalent investment grade rating by any other Designated Rating Organization).

“ Investments ” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the form of (i) direct or indirect loans (including Guarantees of loans), (ii) advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), (iii) purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, (iv) any Guarantee of Indebtedness of another Person, and (v) all other items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. “Investments” with respect to any Person shall exclude extensions of trade credit in the ordinary course of business on commercially reasonable terms in accordance with the normal trade practices of such Person.

If Parent or any Restricted Subsidiary sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary, the Person making such sale or other disposition will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of Parent’s Investments in such Restricted Subsidiary that were not sold or disposed of. The acquisition by Parent or any Restricted Subsidiary of a Person that holds an Investment in a third person will be deemed to be an Investment by Parent or such Restricted Subsidiary in such third person in an amount equal to the Fair Market Value of the Investment held by the acquired Person in such third person. If any Restricted Subsidiary

is designated as an Unrestricted Subsidiary in accordance with Section 4.14, Parent will be deemed to have made an Investment in such Subsidiary on the date of such designation equal to the Fair Market Value of such Person. In each of the foregoing cases, the amount of the Investment will be determined as provided in the final paragraph of Section 4.08. Except as otherwise provided in this Indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.

“ Issue Date ” means the date of the initial issuance of the Notes.

“ Issuers ” means the parties named as such in the first paragraph of this Indenture or any successor obligor to their obligations under this Indenture and the Notes pursuant to Article 5.

“ Lien ” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in but excluding a lease or rental agreement that is not classified as a capital lease in accordance with GAAP, and excluding transfers of accounts and consignments.

“ Long Derivative Instruments ” means a Derivative Instrument (i) the value of which generally increases, and/or the payment or delivery obligations under which generally decrease, with positive changes to the Performance References and/or (ii) the value of which generally decreases, and/or the payment or delivery obligations under which generally increase, with negative changes to the Performance References.

“ Moody’s ” means Moody’s Investors Service, Inc. and/or its licensors and affiliates or any successor to the rating agency business thereof.

“ Net Cash Proceeds ” means, with respect to any issuance or sale of Equity Interests, the cash proceeds of such issuance or sale net of legal fees, accountants’ fees, underwriters’ or placement agents’ fees, listing fees, discounts or commissions and brokerage, consultant and other fees and charges actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result of such issuance or sale.

“ Net Proceeds ” means, with respect to any Asset Sale, the proceeds therefrom in the form of cash or Cash Equivalents, including payments in respect of deferred payment obligations when received in the form of cash or Cash Equivalents, or stock or other assets when disposed of for cash or Cash Equivalents, received by Parent or any of the Restricted Subsidiaries from such Asset Sale, net of:

(1) all legal, title, engineering and environmental fees and expenses (including fees and expenses of legal counsel, advisors, accountants, consultants and investment banks, sales commissions and relocation expenses) related to such Asset Sale;

(2) provisions for all cash taxes payable or required to be accrued in accordance with GAAP as a result of such Asset Sale;

(3) payments made to retire Indebtedness where payment of such Indebtedness is secured by a Lien on the assets or properties that are the subject of such Asset Sale;

(4) amounts required to be paid to any Person owning a beneficial interest in the assets or properties that are subject to the Asset Sale; and

(5) appropriate amounts to be provided by Parent or any Restricted Subsidiary, as the case may be, as a reserve required in accordance with GAAP against any liabilities associated with such Asset Sale and retained by the seller after such Asset Sale, including pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale;

provided that cash and/or Cash Equivalents in which Parent or a Restricted Subsidiary does not have an individual beneficial ownership shall not be deemed to be received by Parent or a Restricted Subsidiary until such time as such cash and/or Cash Equivalents are free from any restrictions under agreements with the other beneficial owners of such cash and/or Cash Equivalents which prevent Parent or a Restricted Subsidiary from applying such cash and/or Cash Equivalents to any use permitted by Section 4.17 or to purchase Notes.

“ Net Short ” means, with respect to a Holder of Notes or beneficial owner, as of a date of determination, either (i) the value of its Short Derivative Instruments exceeds the sum of (x) the value of its Notes plus (y) the value of its Long Derivative Instruments as of such date of determination or (ii) it is reasonably expected that such would have been the case were a Failure to Pay or Bankruptcy Credit Event (each as defined in the 2014 ISDA Credit Derivatives Definitions) to have occurred with respect to Parent or any Guarantor immediately prior to such date of determination.

“ Non-Recourse Debt ” means Indebtedness:

(1) as to which neither Parent nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, except for Customary Recourse Exceptions and Non-Recourse Equity Pledge Debt, or (c) constitutes the lender; and

(2) no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the Notes) of Parent or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of such Indebtedness to be accelerated or payable prior to its Stated Maturity.

“ Non-Recourse Equity Pledge Debt ” means a limited Guarantee by Parent or any of its Restricted Subsidiaries of Indebtedness owing to any lender(s) by an Unrestricted Subsidiary or joint venture entity; provided that recourse on such limited Guarantee is limited to a Lien on Investments in such Unrestricted Subsidiary owned by Parent or any of its Restricted

Subsidiaries and, apart from such Lien on Investments in such Unrestricted Subsidiary, neither Parent nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable, (c) has granted a Lien in respect of any of its properties or assets, or (d) constitutes the lender of such Indebtedness.

“ Non-Recourse Project Debt ” means Indebtedness incurred or assumed by Parent or any of its Restricted Subsidiaries in respect of which a Lien is granted or intended to be granted by Parent or such Restricted Subsidiary, as the case may be, and which Indebtedness is incurred or assumed solely to finance the construction, development or acquisition of an asset or property (the “ Non-Recourse Assets ”) from a Person at arm’s-length to Parent and its Restricted Subsidiaries; provided that:

(1) such Indebtedness is incurred at the time of construction, development or acquisition of the Non-Recourse Assets (or within 120 days thereafter);

(2) the grantees of the Liens have no recourse whatsoever (other than recourse on an unsecured basis in respect of false or misleading representations or warranties and customary indemnities provided with respect to such financings or equity interests in Unrestricted Subsidiaries holding such Non-Recourse Assets) against any assets, properties or undertaking of Parent and its Restricted Subsidiaries except for the Non-Recourse Assets; and

(3) no Guarantee of such Indebtedness is provided by Parent or any of its Restricted Subsidiaries.

“ Note Guarantee ” means the Guarantee by each Guarantor of the Issuers’ obligations under this Indenture and the Notes (including amounts owed to the Trustee and the indemnification obligations contained herein), contained in this Indenture or in any supplemental indenture thereto.

“ Notes ” means the Initial Notes and more particularly means any Note authenticated and delivered under this Indenture. For all purposes of this Indenture, the term “ Notes ” shall also include 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.

“ Obligations ” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

“ Offering Memorandum ” means the offering memorandum dated March 1, 2021 related to the offer and sale of the Notes.

“ Offer to Purchase ” means an Asset Sale Offer or a Change of Control Offer.

“ Officers’ Certificate ” means a certificate signed by any two officers of the Co-Issuer, one of whom shall be the President or the Chief Financial Officer.

“ Opinion of Counsel ” means a written opinion from counsel who is reasonably acceptable to the Trustees. The counsel may be an employee of Parent or the Co-Issuer.

“ Parent ” means Superior Plus Corp.

“ Pari Passu Indebtedness ” means Indebtedness of the Issuers and any Guarantor that ranks equally in right of payment with the Notes and the Note Guarantees, as applicable.

“ Performance References ” means the Issuers or any one or more of the

Guarantors.

“ Permitted Assets ” means any and all properties or assets that are used or useful in a Permitted Business (including Capital Stock in a Person that is a Restricted Subsidiary and Capital Stock in a Person whose primary business is a Permitted Business that shall become a Restricted Subsidiary immediately upon the acquisition of such Capital Stock by Parent or by a Restricted Subsidiary, but excluding any other securities).

“ Permitted Business ” means (a) any business conducted by Parent and its Restricted Subsidiaries on the Issue Date and (b) other businesses reasonably related, complimentary or ancillary thereto or that are a reasonable extension or development thereof as determined in good faith by an officer of the Co-Issuer.

“ Permitted Debt ” has the meaning given to such term under Section 4.09(b).

“ Permitted Investments ” means, without duplication:

(1) any Investment in Parent or in a Restricted Subsidiary that is a Guarantor;
(2) any Investment in Cash Equivalents;
(3) any Investment in a Person, if as a result of such Investment:
(a) such Person becomes a Restricted Subsidiary, or

(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, Parent or a Restricted Subsidiary;

(4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Section 4.17 or any other disposition of assets not constituting an Asset Sale;

(5) any acquisition of assets or other Investments in a Person solely in exchange for the issuance of Capital Stock (other than Disqualified Stock) of Parent or warrants, options or other rights to acquire Capital Stock (other than Disqualified Stock) of Parent;

(6) Investments resulting from repurchases of the Notes or the Existing Notes;

(7) any Investments received in compromise of (a) obligations of trade creditors or customers that were incurred in the ordinary course of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (b) litigation, arbitration or other disputes;

(8) Hedging Obligations incurred in the ordinary course of business and not for speculative purposes;

(9) Investments (a) existing on the Issue Date or (b) that are an extension, modification or renewal of any such Investments described under the preceding clause (a), but only to the extent not involving additional advances, contributions or other Investments of cash or other assets or other increases thereof, and Investments made with the proceeds, including, without limitation, from sales or other dispositions, of such Investments and any other Investments made pursuant to this clause (9);

(10) guarantees permitted by Section 4.09;

(11) guarantees of performance or other obligations (other than Indebtedness) arising in the ordinary course of business;

(12) loans or advances made to officers, directors or employees of Parent or any of its Restricted Subsidiaries; provided that the aggregate principal amount outstanding at any time under this clause (12) shall not exceed $2.0 million;

(13) Investments in Permitted Joint Ventures; provided that the aggregate amount of such Investments made pursuant to this clause (13) shall not exceed 30% of Consolidated Tangible Assets calculated as at the time of each such Investment;

(14) Investments of a Restricted Subsidiary acquired after the Issue Date or of an entity merged into, amalgamated with, or consolidated with Parent or any of its Restricted Subsidiaries in a transaction that is not prohibited by Article 5 after the Issue Date to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;

(15) receivables owing to Parent or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided , however , that such trade terms may include such concessionary trade terms as Parent or any such Restricted Subsidiary deems reasonable under the circumstances;

(16) lease, utility and other similar deposits in the ordinary course of business;

(17) other Investments in any Restricted Subsidiary that is not a Guarantor having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (17) that are at the time

outstanding not to exceed the greater of (x) $25.0 million and (y) 1.5% of Consolidated Tangible Assets; and

(18) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (18) that are at the time outstanding not to exceed the greater of (x) $50.0 million and (y) 4.0% of Consolidated Tangible Assets.

“ Permitted Joint Venture ” means any Person which is not a Subsidiary of Parent and is, directly or indirectly, through its Subsidiaries or otherwise, engaged principally in a Permitted Business, and the Capital Stock of which is owned by Parent or its Restricted Subsidiaries, on the one hand, and one or more Persons other than Parent or any of its Affiliates, on the other hand.

“ Permitted Liens ” means, as of any date:

(1) Liens securing (i) Indebtedness under Credit Facilities; provided that the aggregate principal amount (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of Parent and its Restricted Subsidiaries thereunder) of such Indebtedness shall not exceed the greater of the amounts set forth in Section 4.09(b)(1) (measured at the time of the incurrence of such Indebtedness) and any other obligations related thereto, and (ii) Cash Management Obligations incurred by Parent or any of its Restricted Subsidiaries in the ordinary course of business;

(2) Liens in favor of Parent of any of its Restricted Subsidiaries;

(3) Liens on property of a Person existing at the time such Person is acquired by or amalgamated or merged with or into or consolidated with Parent or any Restricted Subsidiary; provided that such Liens were in existence prior to, and were not created in contemplation of, such acquisition, amalgamation, merger or consolidation and do not extend to any assets other than those of the Person acquired by or amalgamated or merged into or consolidated with Parent or the Restricted Subsidiary;

(4) Liens securing Hedging Obligations incurred in the ordinary course of business and not for speculative purposes (including Hedging Obligations owed to the lenders or their affiliates and secured pursuant to the Credit Facilities);

(5) Liens for any judgment rendered, or claim filed, against Parent or any Restricted Subsidiary which is being contested in good faith by appropriate proceedings and that does not constitute an Event of Default if during such contestation a stay of enforcement of such judgment or claim is in effect;

(6) Liens on property existing at the time of acquisition of such property by Parent or any Restricted Subsidiary, provided that such Liens do not extend to any other property of Parent or any Restricted Subsidiary and were in existence prior to, and were not created in contemplation of, such acquisition;

(7) Liens incurred or deposits made to secure the performance of or otherwise in connection with statutory obligations, environmental reclamation obligations, bids, leases, government contracts, surety or appeal bonds, performance or return-of-money bonds or other obligations of a like nature incurred in the ordinary course of business;

(8) Liens securing Indebtedness and Obligations permitted by Section 4.09(b)(4) covering only the assets acquired, developed or improved with such Indebtedness;

(9) Liens securing Obligations pursuant to Securitization Programs permitted by Section 4.09(b)(1);

(10) Liens securing Non-Recourse Project Debt permitted by Section 4.09(b)(5);

(11) Liens existing on the Issue Date (other than Liens described in clause (1) above);

(12) Liens for Taxes, workers’ compensation, unemployment insurance and other types of social security, assessments or other governmental charges or claims that are not yet due and payable or, if due and payable and delinquent, that are being contested by Parent or a Restricted Subsidiary in good faith by appropriate proceedings promptly instituted and diligently concluded, provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;

(13) licenses, permits, reservations, covenants, servitudes, easements, rights-of-way and rights in the nature of easements (including, without limiting the generality of the foregoing, in respect of sidewalks, public ways, sewers, drains, gas, steam and water mains or electric light and power, or telephone and telegraph conduits, poles, wires and cables) and zoning, land use and building restrictions, by-laws, regulations and ordinances of federal, provincial, regional, state, municipal and other governmental authorities;

(14) Liens imposed by law that are incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, employees’, laborers’, employers’, suppliers’, banks’, builders’, repairmen’s and other like Liens;

(15) easements, rights-of-way, zoning restrictions and other similar charges, restrictions or encumbrances in respect of real property or immaterial imperfections of title that do not, in the aggregate, impair in any material respect the ordinary conduct of the business of Parent and its Restricted Subsidiaries, taken as a whole;

(16) Liens securing Permitted Refinancing Indebtedness in respect of Indebtedness that was secured by Permitted Liens, provided that such Liens secure only the same property as, and have no greater priority than, such Permitted Liens;

(17) Liens 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 or the ownership of the assets of Parent or any of its Restricted Subsidiaries;

(18) Liens arising from precautionary Personal Property Security Act or Uniform Commercial Code (or its equivalent) financing statement filings regarding operating leases entered into by Parent and its Restricted Subsidiaries in the ordinary course of business;

(19) applicable municipal and other governmental restrictions, including municipal by laws 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;

(20) subdivision agreements, site plan control agreements, servicing agreements, development agreements, facilities sharing agreements, cost sharing agreements and other similar agreements provided they do not materially impair the use of the affected property for the purpose for which it is used by Parent or its Restricted Subsidiary, as the case may be, or materially impair the value of the property subject thereto or interfere with the ordinary conduct of the business of such Person and provided the same are complied with;

(21) landlord distraint rights and similar rights arising under the leasehold interests of Parent and its Restricted Subsidiaries limited to the assets located at or about such leased properties;

(22) title defects, encroachments or irregularities which are of a minor nature;

(23) the reservations, limitations, provisos and conditions, if any, expressed in any original grant from the Crown of any real property or any interest therein or in any comparable grant in jurisdictions other than Canada;

(24) Liens in favor of customs, revenue, and taxation authorities arising by operation of law;

(25) Liens on the Capital Stock of any Unrestricted Subsidiary or joint venture entity to secure Indebtedness of such Unrestricted Subsidiary or joint venture entity (including Liens securing Non-Recourse Equity Pledge Debt); and

(26) other Liens securing Indebtedness and related obligations in an aggregate principal amount not to exceed, at any one time outstanding under this clause (26), the greater of (i) $50.0 million and (ii) 4.0% of Consolidated Tangible Assets (calculated as at the time of the incurrence of such Liens).

“ Permitted Refinancing Indebtedness ” means any Indebtedness of Parent or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to

extend, refinance, renew, replace, defease or refund other Indebtedness of Parent or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest on the Indebtedness and the amount of all reasonable fees and expenses and premiums incurred in connection therewith);

(2) the Stated Maturity of the principal of such Permitted Refinancing Indebtedness is (i) no earlier than the Stated Maturity of the principal of the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded, or (ii) at least 91 days after the Stated Maturity of the principal of the Notes;

(3) the Permitted Refinancing Indebtedness has a Weighted Average Life to Maturity at the time such Permitted Refinancing Indebtedness is incurred that is equal to or greater than the Weighted Average Life to Maturity of the Indebtedness being extended, refinanced, renewed, replaced, deferred or refunded;

(4) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is Subordinated Debt of the obligor thereon, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Notes issued by, or the Note Guarantee of, the obligor thereon, as the case may be, on terms at least as favorable, taken as a whole, to the Holders as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

(5) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is secured Indebtedness, (i) no additional security, or security with greater priority, is granted in respect thereof; and (ii) if such Indebtedness is unsecured Indebtedness, no security is granted in respect thereof; and

(6) such Permitted Refinancing Indebtedness is incurred by the Person that was the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded and is guaranteed only by Persons who were obligors on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.

“ Person ” means any individual, corporation, partnership, joint venture entity, association, joint-stock company, trust, unincorporated organization, limited liability company or government, government body or agency or other entity.

“ Preferred Stock ”, as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person.

“ Purchase Money Obligations ” means Indebtedness of Parent and its Restricted Subsidiaries incurred for the purpose of financing all or any part of the purchase price, or the cost of installation, construction or improvement, of Permitted Assets.

“ Ratings Decline Period ” means, with respect to any Change of Control, the period that (1) begins on the earlier of (a) the date of the first public announcement of such Change of Control or of the intention by Parent or any of its Subsidiaries to effect such Change of Control or (b) the occurrence of such Change of Control and (2) ends on the 30th calendar day following consummation of such Change of Control; provided , however , that such period shall be extended for a period not longer than an additional 30 days so long as any Designated Rating Organization rating the Notes as of the beginning of the Ratings Decline Period has publicly announced during the Ratings Decline Period that the rating of the Notes is under consideration for downgrade by such Designated Rating Organization.

“ Record Date ” for the interest payable on any applicable Interest Payment Date means March 1 or September 1 next preceding such Interest Payment Date.

“ Regulated Bank ” means an Approved Commercial Bank that is (i) a U.S. depository institution the deposits of which are insured by the Federal Deposit Insurance Corporation; (ii) a corporation organized under section 25A of the U.S. Federal Reserve Act of 1913; (iii) a branch, agency or commercial lending company of a foreign bank operating pursuant to approval by and under the supervision of the Board of Governors under 12 CFR part 211; (iv) a non-U.S. branch of a foreign bank managed and controlled by a U.S. branch referred to in clause (iii); or (v) any other U.S. or non-U.S. depository institution or any branch, agency or similar office thereof supervised by a bank regulatory authority in any jurisdiction.

“ Responsible Officer ” means, when used with respect to either Trustee, any officer within the corporate trust department of the applicable Trustee having direct responsibility for the administration of this Indenture, or any other officer to whom any corporate trust matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

“ Restricted Investment ” means an Investment other than a Permitted Investment.

“ Restricted Subsidiary ” means any Subsidiary of Parent (including the Issuers) that is not an Unrestricted Subsidiary.

“ S&P ” means Standards & Poor’s Ratings Services, a division of McGraw-Hill

Companies, Inc., and its successors.

“ Sale/Leaseback Transaction ” means an arrangement relating to property owned by Parent or a Restricted Subsidiary on the Issue Date or thereafter acquired by Parent or a Restricted Subsidiary whereby Parent or a Restricted Subsidiary transfers such property to a Person and Parent or a Restricted Subsidiary leases it from such Person.

“ Screened Affiliate ” means any Affiliate of a Holder of Notes (i) that makes investment decisions independently from such Holder and any other Affiliate of such Holder that is not a Screened Affiliate, (ii) that has in place customary information screens between it and

such Holder and any other Affiliate of such Holder that is not a Screened Affiliate and such screens prohibit the sharing of information with respect to the Issuers or their Subsidiaries, (iii) whose investment policies are not directed by such Holder or any other Affiliate of such Holder that is acting in concert with such Holder in connection with its investment in the Notes and (iv) whose investment decisions are not influenced by the investment decisions of such Holder or any other Affiliate of such Holder that is acting in concert with such Holder in connection with its investment in the Notes.

“ SEC ” means the U.S. Securities and Exchange Commission.

“ Secured Debt ” means all Indebtedness (excluding Hedging Obligations, Non-Recourse Equity Pledge Debt and Non-Recourse Project Debt) secured by a Lien.

“ Secured Leverage Ratio ” means, as of any date of determination, with respect to Parent and its Restricted Subsidiaries, the ratio of (1) all Secured Debt as of such date less the aggregate amount of Unrestricted Cash as of such date to (2) Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which financial statements are internally available, in each case with such pro forma adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio”; provided that for purposes of determining the Secured Leverage Ratio, the aggregate amount of Unrestricted Cash as of such date of determination shall exclude any proceeds of Indebtedness incurred on such date or the incurrence of which is being tested on such date.

“ Securities Act ” means the U.S. Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“ Securitization Programs ” means any existing or future programs entered into by Parent or a Restricted Subsidiary involving the limited recourse sale of trade accounts receivables.

“ Senior Debt ” means Indebtedness of the Issuers or a Guarantor other than Subordinated Debt.

“ Short Derivative Instruments ” means a Derivative Instrument (i) the value of which generally decreases, and/or the payment or delivery obligations under which generally increase, with positive changes to the Performance References and/or (ii) the value of which generally increases, and/or the payment or delivery obligations under which generally decrease, with negative changes to the Performance References.

“ Significant Subsidiary ” means:

(1) any Restricted Subsidiary of Parent (a) whose proportionate share of Consolidated Tangible Assets (after intercompany eliminations) exceeds 10.0% as of the end of the most recently completed four fiscal quarters for which internal annual or quarterly financial statements are available; or (b) who contributed in excess of 10.0% of Consolidated EBITDA for the most recently completed four fiscal quarters for which internal annual or quarterly financial statements are available; and

(2) any Restricted Subsidiary of Parent that, when aggregated with all other Restricted Subsidiaries that are not otherwise Significant Subsidiaries and as to which any event described in clause (8), (9) or (10) under Section 6.01(a) has occurred and is continuing, would constitute a Significant Subsidiary under clause (1) of this definition.

“ Specialty Chemicals Disposition ” means the disposition by Issuer, the Co-Issuer, Superior International Inc., and Superior Plus US Holdings Inc. pursuant to the Specialty Chemicals Purchase and Sale Agreement of the Specialty Chemicals Entities and the related specialty chemicals business which produces and supplies (a) sodium chlorate and related technology (and includes co-produced hydrogen), (b) sodium chlorite and related technology, (c) chlorine dioxide generator technology, and (d) chlor-alkali products (including potassium hydroxide, sodium hydroxide, hydrochloric acid, and chlorine), as currently carried on by the sellers named therein, the Specialty Chemicals Entities, and their Subsidiaries operating under the trade name “ERCO Worldwide”.

“ Specialty Chemicals Entities ” means ERCO Worldwide Inc., ERCO Worldwide (USA) Inc., International Dioxcide Inc., 619220 Saskatchewan Ltd., Comercial E Industrial ERCO (Chile) Limitada and each of their Subsidiaries operating under the trade name “ERCO Worldwide”.

“ Specialty Chemicals Purchase and Sale Agreement ” means that certain purchase and sale agreement, dated as of February 18, 2021, by and between the Issuer, the Co-Issuer, Superior International Inc., and Superior Plus US Holdings Inc., as sellers, and EW Chemical Holdings LEW Chemicals Holdings Inc. and EW Chemical (US) Holdings, as buyers.

“ Stated Maturity ” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness (as amended, supplemented or otherwise modified in any manner that is not prohibited by this Indenture), and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“ Subordinated Debt ” means Indebtedness of the Issuers or a Guarantor that is contractually subordinated in right of payment to the Notes or the Note Guarantee, as the case may be.

“ Subsidiary ” means, with respect to any specified Person:

(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership or limited liability company of which (i) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and

limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof), whether in the form of membership, general, special or limited partnership interests or otherwise, and (ii) that Person or any Subsidiary of that Person is a controlling general partner or otherwise controls such entity.

“ Subsidiary Guarantor ” means a Restricted Subsidiary that is a Guarantor.

“ Tax Act ” means the Income Tax Act (Canada), as amended.

“ Taxes ” means any present or future tax, levy, impost, assessment or other government charge (including penalties, interest and any other liabilities related thereto) imposed or levied by or on behalf of a Taxing Authority.

“ Taxing Authority ” means any government or any political subdivision or territory or possession of any government or any authority or agency therein or thereof having power to tax.

“ Transfer Restricted Notes ” means Definitive Notes and any other Notes that bear or are required to bear the Restricted Notes Legend.

“ Treasury Rate ” means as of any date of redemption of Notes the yield to maturity at the time of computation of U.S. Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source or similar market data)) most nearly equal to the period from the redemption date to March 15, 2024; provided , however , that if the period from the redemption date to March 15, 2024 is not equal to the constant maturity of a U.S. Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of U.S. Treasury securities for which such yields are given, except that if the period from the redemption date to March 15, 2024 is less than one year, the weekly average yield on actually traded U.S. Treasury securities adjusted to a constant maturity of one year will be used.

“ Trustees ” means the Canadian Trustee and the U.S. Trustee.

“ Trust Indenture Act ” means the U.S. Trust Indenture Act of 1939, as amended.

“ Unrestricted Cash ” means, as of any date of determination, an amount equal to the aggregate amount of all cash and Cash Equivalents of Parent and its Restricted Subsidiaries that would not appear as “restricted” on the consolidated balance sheet of Parent and its Restricted Subsidiaries, as determined in accordance with GAAP.

“ Unrestricted Subsidiary ” means any Subsidiary (including a newly acquired or newly formed Subsidiary) of Parent that is designated as an Unrestricted Subsidiary pursuant to Section 4.14, and includes any Subsidiary of an Unrestricted Subsidiary. As of the Issue Date,

the Unrestricted Subsidiaries will be Superior Energy Management Operations Inc., Burnwell Gas of Canada Ltd. and Superior Plus Canada Financing Inc.

“ U.S. Dollars ” and “ US$ ” each mean the lawful currency of the United States of

America.

“ U.S. Trustee ” means Computershare Trust Company, N.A., as U.S. trustee, until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

“ Voting Stock ” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“ Weighted Average Life to Maturity ” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2) the then outstanding principal amount of such Indebtedness.

“ Wholly Owned Restricted Subsidiary ” of Parent means any Restricted Subsidiary of which all of the outstanding Voting Stock (other than directors’ qualifying shares or shares required to be owned by other Persons pursuant to applicable law) is owned directly or indirectly by Parent or any other Wholly Owned Restricted Subsidiary.

Section 1.02 Other Definitions.

ection 1.02 Other Definitions.
Term	Defined in Section
“Affiliate Transaction”.................................................................................	Section 4.15(a)
“Agent Members”.........................................................................................	1.2(c) of Appendix A
“Applicable Procedures” .............................................................................	1.1(a) of Appendix A
“Asset Sale Offer” ........................................................................................	Section 4.17(e)
“Asset Sale Offer Amount”...........................................................................	Section 4.17(g)
“Asset Sale Offer Period”.............................................................................	Section 4.17(g)
“Asset Sale Purchase Date”.........................................................................	Section 4.17(g)
“Authentication Order”................................................................................	Section 2.02(c)
“Automatic Exchange”.................................................................................	1.3(i) of Appendix A
“Automatic Exchange Date” ........................................................................	1.3(i) of Appendix A
“Automatic Exchange Notice”......................................................................	1.3(i) of Appendix A
“Automatic Exchange Notice Date”.............................................................	1.3(i) of Appendix A
“Change of Control Offer”...........................................................................	Section 4.16(a)
“Change of Control Payment” .....................................................................	Section 4.16(a)
“Change of Control Payment Date” ............................................................	Section 4.16(a)

Defined in Section

Term

“ Clearstream ” .............................................................................................. “ Co-Issuer ” ................................................................................................. “ Covenant Defeasance ” ............................................................................... “ Definitive Notes Legend ”............................................................................ “ Directing Holder ” ...................................................................................... “ Distribution Compliance Period ” .............................................................. “ ERISA Legend ”........................................................................................... “ Euroclear ”.................................................................................................. “ Excess Proceeds ” ....................................................................................... “ Expiration Date ” ........................................................................................ “ Financial Reports ” ..................................................................................... “ Global Note ”............................................................................................... “ Global Notes Legend ” ................................................................................ “ Guaranteed Obligations ” ........................................................................... “ IAI ”............................................................................................................. “ IAI Global Note ” ........................................................................................ “ Indemnified Party ” ..................................................................................... “ Initial Lien ” ............................................................................................... “ Initial Notes ” .............................................................................................. “ Investment Grade Rating Event ”................................................................ “ Issuer ” ........................................................................................................ “ Issuers ”....................................................................................................... “ Judgment Currency ”................................................................................... “ Legal Defeasance ” ..................................................................................... “ Limited Condition Transaction ” ................................................................ “ Note Register ” ............................................................................................ “ Noteholder Direction ” ............................................................................... “ OID Notes Legend ” .................................................................................... “ Paying Agent ”............................................................................................. “ Payment Default ” ....................................................................................... “ Payor ” ....................................................................................................... “ Position Representation ”............................................................................ “ QIB ”............................................................................................................ “ Registrar ”................................................................................................... “ Regulation S ”.............................................................................................. “ Regulation S Global Note ”......................................................................... “ Regulation S Notes ”.................................................................................... “ Relevant Taxing Jurisdiction ”.................................................................... “ Restricted Notes Legend ”........................................................................... “ Restricted Payments ” ................................................................................. “ Rule 144 ”.................................................................................................... “ Rule 144A ” ................................................................................................. “ Rule 144A Global Note ”............................................................................. “ Rule 144A Notes ” ....................................................................................... “ Successor Co-Issuer ” .................................................................................

1.1(a) of Appendix A Preamble Section 8.03 1.3(e) of Appendix A Section 7.05(b) 1.1(a) of Appendix A 1.3(e) of Appendix A 1.1(a) of Appendix A Section 4.17(e) Section 1.04(j) Section 4.06(a) 1.2(b) of Appendix A 1.3(e) of Appendix A Section 10.01(a) 1.1(a) of Appendix A 1.2(b) of Appendix A Section 7.07(b) Section 4.10(a) Recitals Section 4.18(a)(2) Preamble Preamble Section 12.21(a) Section 8.02(a) Section 1.05(a) Section 2.03(a) Section 7.05(b) 1.3(e) of Appendix A Section 2.03(a) Section 6.01(a)(6)(A) Section 4.12(a) Section 7.05(b) 1.1(a) of Appendix A Section 2.03(a) 1.1(a) of Appendix A 1.2(b) of Appendix A 1.2(a) of Appendix A Section 4.12(a) 1.3(e) of Appendix A Section 4.08(a) 1.1(a) of Appendix A 1.1(a) of Appendix A 1.2(b) of Appendix A 1.2(a) of Appendix A Section 5.01(b)(1)

Term

Defined in Section

“ Successor Person ”...................................................................................... “ Successor Subsidiary Guarantor ”.............................................................. “ Transaction Agreement Date ” ................................................................... “ Unrestricted Global Note ” ......................................................................... “ Verification Covenant ”...............................................................................

Section 5.01(a)(1) Section 5.01(c)(2)(A) Section 1.05(a)(4) 1.1(a) of Appendix A Section 7.05(b)

Section 1.03 Rules of Construction.Unless the context otherwise requires:

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

(2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(3) “or” is not exclusive;

(4) words in the singular include the plural, and words in the plural

include the singular;

(5) provisions apply to successive events and transactions;

(6) 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;

(7) 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;

(8) “including” means including without limitation;

(9) 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;

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

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

Section 1.04 Acts of Holders.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. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the U.S. Trustee or the Canadian Trustee, as applicable, and, where it is hereby expressly required, to the Issuers and the Guarantors. 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 7.01) conclusive in favor of the Trustees, the Issuers and the Guarantors, 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 Trustees. 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 Trustees deem 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 a Trustee, the Issuers or the Guarantors in reliance thereon, whether or not notation of such action is made upon such Note.

(e) The Issuers 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 or consent to any action authorized or permitted to be taken by Holders; provided that the Issuers 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 Issuers 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 Trustees 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 applicable, on

such record date. Promptly after any record date is set pursuant to this paragraph, the Issuers, at their own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustees in writing and to each Holder in the manner set forth in Section 12.02.

(f) The Trustees 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 6.01(a), (2) any declaration of acceleration referred to in Section 6.02, (3) any direction referred to in Section 6.05 or (4) any request to pursue a remedy as permitted in Section 6.06. If any record date is set pursuant to this paragraph, the Holders on such record date, and no other 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 Trustees, at the Issuers’ expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Issuers and to each Holder in the manner set forth in Section 12.02.

(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 Issuers 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 beneficial owners of interests in such Global Note 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, waiver or other action, whether or not such beneficial owners remain beneficial owners of interests in such Global Note 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 12.02, on or prior to both the existing and the new 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 90th 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).

Section 1.05 Limited Condition Transactions; Measuring Compliance.

(a) With respect to any (x) Investment or acquisition, in each case, the consummation by Parent or any Restricted Subsidiary of which is not conditioned on the availability of, or on obtaining, third-party financing for such Investment or acquisition (whether by merger, plan of arrangement, amalgamation, consolidation or other business combination or the acquisition of Capital Stock or otherwise) as applicable and (y) redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock requiring irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction and discharge or repayment (any transaction described in clauses (x) or (y), a “ Limited Condition Transaction ”), in each case for purposes of determining:

(1) whether any Indebtedness (including Acquired Debt), Disqualified Stock or Preferred Stock that is being incurred or issued in connection with such Limited Condition Transaction is permitted to be incurred in compliance with the covenant described in Section 4.09;

(2) whether any Lien being incurred in connection with such Limited Condition Transaction or to secure any such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be incurred in accordance with the covenant described in Section 4.10 or the definition of “Permitted Liens;”

(3) whether any other transaction undertaken or proposed to be undertaken in connection with such Limited Condition Transaction complies with the covenants or agreements contained in this Indenture or the notes; and

(4) any calculation of the Fixed Charge Coverage Ratio, Secured Leverage Ratio, Consolidated Net Income, Consolidated EBITDA, and/or Consolidated Tangible Assets and, whether a Default or Event of Default exists in connection with the foregoing, at the option of Parent, the date that the definitive agreement (or other relevant definitive documentation) for such Limited Condition Transaction is entered into (the “ Transaction Agreement Date ”) may be used as the applicable date of determination, as the case may be, in each case with such pro forma adjustments as are appropriate and consistent with the definitions of Fixed Charge Coverage Ratio, Secured Leverage Ratio, Consolidated Net Income, Consolidated EBITDA, and/or Consolidated Tangible Assets and if Parent or the Restricted Subsidiaries could have taken such action on the relevant

Transaction Agreement Date in compliance with the applicable ratios or other provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, if the Issuers elect to use the Transaction Agreement Date as the applicable date of determination in accordance with the foregoing, (a) such election may not be revoked, (b) any fluctuation or change in the Fixed Charge Coverage Ratio, Secured Leverage Ratio, Consolidated Net Income, Consolidated EBITDA or Consolidated Tangible Assets of Parent, the target business, or assets to be acquired subsequent to the Transaction Agreement Date and prior to the consummation of such Limited Condition Transaction, will not be taken into account for purposes of determining whether any Indebtedness, Disqualified Stock, Preferred Stock or Lien that is being incurred or issued in connection with such Limited Condition Transaction is permitted to be incurred or issued or in connection with compliance by Parent or any of the Restricted Subsidiaries with any other provision of this Indenture or the notes or any other action or transaction undertaken in connection with such Limited Condition Transaction and (c) until such Limited Condition Transaction is consummated or the definitive agreements related thereto are terminated, such Limited Condition Transaction and all transactions proposed to be undertaken in connection therewith (including the incurrence of Indebtedness and Liens) will be given pro forma effect when determining compliance of other transactions (including the incurrence or issuance of Indebtedness, Disqualified Stock, Preferred Stock and Liens unrelated to such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness) that are consummated after the Transaction Agreement Date and on or prior to the consummation of such Limited Condition Transaction and any such transactions (including any incurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock and the use of proceeds thereof) will be deemed to have occurred on the Transaction Agreement Date and outstanding thereafter for purposes of calculating any baskets or ratios under this Indenture after the date of such agreement and before the consummation of such Limited Condition Transaction; provided that for purposes of any such calculation of the Fixed Charge Coverage Ratio, Consolidated Interest Expense will be calculated using an assumed interest rate for the Indebtedness to be incurred in connection with such Limited Condition Transaction based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by Parent in good faith. In addition, compliance with any requirement relating to absence of Default or Event of Default may be determined as of the Transaction Agreement Date and not as of any later date as would otherwise be required under this Indenture.

(b) Notwithstanding anything herein to the contrary, if Parent or any of its Restricted Subsidiaries (x) incurs Indebtedness, issues Disqualified Stock or Preferred Stock, creates Liens, makes Asset Sales, makes Investments, makes Restricted Payments, designates any Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary or repays any Indebtedness, Disqualified Stock or Preferred Stock in connection with any Limited Condition Transaction under a ratio-based basket and (y) incurs Indebtedness, issues Disqualified Stock or Preferred Stock, creates Liens, makes Asset Sales, Investments or Restricted Payments, designates any as a Restricted Subsidiary or an Unrestricted Subsidiary or repays any Indebtedness, Disqualified Stock or Preferred Stock in connection with any Limited Condition Transaction under a non-ratio-based basket (which shall occur within five Business Days of the events in clause (x) above), then the applicable ratio will be calculated with respect to any such

action under the applicable ratio-based basket without regard to any such action under such nonratio-based basket made in connection with such Limited Condition Transaction.

(c) In the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken on the same date that any other item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued, any other Lien is incurred or other transaction is undertaken, then the Fixed Charge Coverage Ratio will be calculated with respect to such incurrence, issuance or other transaction without regard to any other incurrence, issuance or transaction. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio test.

ARTICLE 2 THE NOTES

Section 2.01 Form and Dating; Terms.Provisions relating to the Initial Notes, Additional Notes and any other Notes issued under this Indenture are set forth in Appendix A, which is hereby incorporated in and expressly made a part of this Indenture. The Notes and the U.S. 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 national securities exchanges to which the Issuers or any Guarantor is subject, if any, or usage ( provided that any such notation, legend or endorsement is in a form acceptable to the Issuers). Each Note shall be dated the date of its authentication. The Notes shall be in denominations of US$2,000 and integral multiples of US$1,000 in excess thereof.

(b) The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited.

The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture, and the Issuers, the Guarantors and the Trustees, 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.

The Notes shall be subject to repurchase by the Issuers pursuant to an Asset Sale Offer as provided in Section 4.17 or a Change of Control Offer as provided in Section 4.16, and otherwise as not prohibited by this Indenture. The Notes shall not be redeemable, other than as provided in Article 3.

Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Issuers without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial 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 first date from which interest will accrue) as the Initial Notes;

provided that the Issuers’ ability to issue Additional Notes shall be subject to the Issuers’ compliance with Section 4.09; provided , further that if any Additional Notes are not fungible with the Notes for U.S. federal income tax purposes, such Additional Notes will be issued as a separate series under this Indenture and will have a separate CUSIP number and ISIN from the Notes. Any Additional Notes shall be issued with the benefit of an indenture supplemental to this Indenture. Unless otherwise specified and except for the purposes of Section 4.09, references to the Notes include any Additional Notes.

Section 2.02 Execution and Authentication.At least one Officer shall execute the Notes on behalf of the Issuers by manual or facsimile or electronic (. pdf ) 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 U.S. 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 U.S. Trustee shall, upon receipt of a written order of the Issuers signed by an Officer (an “ Authentication Order ”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the U.S. 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 U.S. Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Notes. An authenticating agent may authenticate Notes whenever the U.S. Trustee may do so. Each reference in this Indenture to authentication by the U.S. Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders, the Issuers or an Affiliate of the Issuers.

(e) The U.S. Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of the Issuers (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of US$600,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) any other 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, Additional Notes or other Unrestricted Global Notes.

Section 2.03 Registrar and Paying Agent.The Issuers shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“ Registrar ”) and at least one office or agency where Notes may be presented for payment (“ Paying Agent ”). The Registrar shall keep a register of the Notes (“ Note Register ”) and of their transfer and exchange. The Issuers 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 Issuers may change any Paying Agent or Registrar without prior notice to any Holder. The Issuers shall notify the Trustees in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the U.S. Trustee shall act as such. The Issuers or any of their Subsidiaries may act as Paying Agent or Registrar.

(b) The Issuers initially appoint The Depository Trust Company to act as Depository with respect to the Global Notes. The Issuers initially appoint the U.S. Trustee to act as Paying Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes.

Section 2.04 Paying Agent to Hold Money in Trust.The Issuers shall, no later than 11:00 a.m. (New York City time) one Business Day prior to each due date for the payment of principal, 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 U.S. Trustee) the Issuers shall promptly notify the Trustees of their action or failure so to act. The Issuers shall require each Paying Agent other than the U.S. Trustee to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or the U.S. Trustee all money held by such Paying Agent for the payment of principal, premium, if any, and interest on the Notes, and shall notify the Trustees of any default by the Issuers in making any such payment. While any such default continues, the U.S. Trustee may require a Paying Agent to pay all money held by it to the U.S. Trustee. The Issuers at any time may require a Paying Agent to pay all money held by it to the Trustees. Upon payment over to the U.S. Trustee, a Paying Agent shall have no further liability for the money. If the Issuers or a Subsidiary 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. Upon any bankruptcy or reorganization proceedings relating to the Issuers, the U.S. Trustee shall serve as Paying Agent for the Notes.

Section 2.05 Holder Lists.The U.S. Trustee, as Registrar, shall preserve in as current a form as is reasonably practicable the most recent list available to it of the Note Register. The Registrar shall provide a copy of such Note Register to the Canadian Trustee upon request. If the U.S. Trustee is not the Registrar, the Issuers shall furnish to the Trustees at least two Business Days before each Interest Payment Date and at such other times as the Trustees may request in writing, a list in such form and as of such date as the Trustees may reasonably require of the names and addresses of the Holders.

Section 2.06 Transfer and Exchange.The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with Appendix A.

(b) To permit registrations of transfers and exchanges, the Issuers shall execute and the U.S. Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s request.

(c) No service charge shall be imposed in connection with any registration of transfer or exchange (other than pursuant Section 2.07), but the Holders shall be required to pay any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10, Section 3.06, Section 4.16, Section 4.17 and Section 9.05).

(d) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(e) Neither the Issuers nor the Registrar shall be required (1) to issue, to register the transfer of or to exchange any Note during a period beginning at the opening of

business 15 days before the day of any selection of Notes for redemption under Section 3.02 and ending at the close of business on the day of selection, (2) to register the transfer of or to exchange any Note so selected for redemption, or tendered for repurchase (and not withdrawn) in connection with a Change of Control Offer or an Asset Sale Offer, in whole or in part, except the unredeemed or unpurchased portion of any Note being redeemed or repurchased in part or (3) to register the transfer of or to exchange any Note between a Record Date and the next succeeding Interest Payment Date.

(f) Prior to due presentment for the registration of a transfer of any Note, the Trustees, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, premium, if any, and (subject to the Record Date provisions of the Notes) interest on such Notes and for all other purposes, and none of the Trustees, any Agent or the Issuers shall be affected by notice to the contrary.

(g) Upon surrender for registration of transfer of any Note at the office or agency of the Issuers designated pursuant to Section 4.02, the Issuers shall execute, and the U.S. Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount.

(h) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuers shall execute, and the U.S. Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Appendix A.

(i) All certifications, certificates and opinions of counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by mail or by facsimile or electronic transmission.

(j) The Trustee, Registrar, and transfer agent shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer or exchange imposed under this Indenture or under applicable law with respect to any transfer or exchange of any interest in any note (including any transfers between or among participants or other beneficial owners of interests 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 hereof.

Section 2.07 Replacement Notes.If a mutilated Note is surrendered to the U.S. Trustee or if a Holder claims that its Note has been lost, destroyed or wrongfully taken and the U.S. Trustee receives evidence to its satisfaction of the ownership and loss, destruction or theft of such Note, the Issuers shall issue and the U.S. Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the U.S. Trustee’s requirements are otherwise met. If required by the U.S. Trustee or the Issuers, an indemnity bond must be provided by the Holder that is sufficient in the judgment of the U.S. Trustee and the Issuers to protect the Issuers, the U.S. Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuers or the U.S. Trustee may charge the Holder for the expenses of the Issuers and the U.S. Trustee in replacing a Note. Every replacement Note is a contractual obligation of the Issuers 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 2.07, in case any mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuers in their discretion may, instead of issuing a new Note, pay such Note.

Section 2.08 Outstanding Notes.The Notes outstanding at any time are all the Notes authenticated by the U.S. Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the U.S. Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth Section 2.09, a Note does not cease to be outstanding because the Issuers or an Affiliate of the Issuers holds the Note; provided that Notes held by the Issuers, Parent or a Subsidiary of the Issuers or Parent will not be deemed to be outstanding for purposes of Section 3.07(b).

(b) If a Note is replaced pursuant to Section 2.07, it ceases to be outstanding unless the U.S. Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York.

(c) If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases to accrue from and after the date of such payment.

(d) If a Paying Agent (other than the Issuers, a Subsidiary or an Affiliate of any thereof) holds, on the maturity date, any redemption date or any date of purchase pursuant to an Offer to Purchase, 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.

Section 2.09 Treasury Notes.In determining whether the Holders of the requisite principal amount of Notes have concurred in any direction, waiver or consent, Notes beneficially owned by the Issuers, or by any Affiliate of the Issuers, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustees shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustees knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustees 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 Co-Issuer or any obligor upon the Notes or any Affiliate of the Issuers or of such other obligor.

Section 2.10 Temporary Notes.Until definitive Notes are ready for delivery, the Issuers may prepare and the U.S. 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 Issuers consider appropriate for temporary Notes and as shall be reasonably acceptable to the U.S. Trustee. Without unreasonable delay, the Issuers shall prepare and the U.S. 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.

Section 2.11 Cancellation.The Issuers at any time may deliver Notes to the U.S. Trustee for cancellation. The Registrar and Paying Agent shall forward to the U.S. Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The U.S. Trustee or, at the direction of the U.S. Trustee, the Registrar or the Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall destroy cancelled Notes in accordance with its customary procedures (subject to the record retention requirement of the Exchange Act). Certification of the destruction of all cancelled Notes shall, upon the written request of the Issuers, be delivered to the Issuers. The Issuers may not issue new Notes to replace Notes that it has paid or that have been delivered to the U.S. Trustee for cancellation.

Section 2.12 Defaulted Interest.If the Issuers default in a payment of interest on the Notes, they 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 4.01. The Issuers shall notify the Trustees in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Issuers shall deposit with the U.S. Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest or shall make arrangements satisfactory to the U.S. Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such defaulted interest as provided in this Section 2.12. The U.S. Trustee shall fix or cause to be fixed each such special record date and payment date; provided that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest. The U.S. Trustee shall promptly notify the Issuers and the Canadian Trustee of such special record date. At least 15 days before the special record date, the Issuers (or, upon the written request of the Issuers, the U.S. Trustee in the name and at the expense of the Issuers) shall mail or deliver by electronic transmission in accordance with the applicable procedures of the Depository, or cause to be mailed or delivered by electronic transmission in accordance with the applicable procedures of the Depository to each Holder a notice that states the special record date, the related payment date and the amount of such interest to be paid.

(b) Subject to the foregoing provisions of this Section 2.12 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.

Section 2.13 CUSIP and ISIN Numbers.

The Issuers in issuing the Notes may use CUSIP or ISIN numbers (if then generally in use) and, if so, the U.S. Trustee shall use CUSIP 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 Offer to Purchase shall not be affected by any defect in or omission of such numbers. The Issuers shall as promptly as practicable notify the Trustees in writing of any change in the CUSIP or ISIN numbers.

ARTICLE 3 REDEMPTION

Section 3.01 Notices to U.S. Trustee.If the Issuers elect to redeem Notes pursuant to Section 3.07, they shall furnish to the U.S. Trustee (with a copy to the Canadian Trustee), at least three Business Days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to Section 3.03 (unless a shorter notice period shall be agreed to by the U.S. Trustee) but not more than 60 days before a redemption date, an Officers’ Certificate setting forth (1) the paragraph or subparagraph of such Note or Section of this Indenture pursuant to which the redemption shall occur, (2) the redemption date, (3) the principal amount of the Notes to be redeemed and (4) the redemption price, if then ascertainable.

Section 3.02 Selection of Notes to Be Redeemed or Purchased.If less than all of the Notes are to be redeemed pursuant to Section 3.07 or purchased in an Offer to Purchase at any time, the U.S. Trustee, in accordance with DTC’s applicable procedures, shall select the Notes to be redeemed or purchased on a pro rata basis, or by such other method that approximates a pro rata selection as the U.S. Trustee shall deem fair and appropriate, unless otherwise required by law. In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased shall be selected, unless otherwise provided herein, not less than 10 nor more than 60 days prior to the redemption date by the U.S. Trustee from the then outstanding Notes not previously called for redemption or purchase.

(b) The U.S. Trustee shall promptly notify the Issuers 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 amounts of US$1,000 or integral multiples of US$1,000; provided that no Notes of US$2,000 in principal amount or less shall be redeemed in part. 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.

(c) After the redemption date or purchase date, upon surrender of a Note to be redeemed or purchased in part only, a new Note or Notes in principal amount equal to the unredeemed or unpurchased portion of the original Note, representing the same Indebtedness to the extent not redeemed or not purchased, shall be issued in the name of the Holder of the Notes upon cancellation of the original Note (or appropriate book entries shall be made to reflect such partial redemption).

Section 3.03 Notice of Redemption.The Issuers shall mail or deliver by electronic transmission in accordance with the applicable procedures of the Depository, or cause to be mailed (or delivered by electronic transmission in accordance with the applicable procedures of the Depository) notices of redemption of Notes not less than 10 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed pursuant to this Article at such Holder’s registered address or otherwise in accordance with the applicable 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 8 or Article 11. Except as set forth in Section 3.07(h), notices of redemption may not be conditional.

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

ISIN number, if applicable) and shall state:

(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 3.07(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) that interest shall cease to accrue on the Notes to be redeemed on and after the redemption date;

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

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

(7) that, unless the Issuers default 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 and after the redemption date;

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

(9) 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; and

(10) if applicable, any condition to such redemption.

(c) At the Issuers’ request, the U.S. Trustee shall give the notice of redemption in the Issuers’ name and at the Issuers’ expense; provided that the Issuers shall have requested that the U.S. Trustee give such notice and setting forth the information to be stated in

such notice as provided in Section 3.03(b) in the Officers’ Certificate furnished to the U.S. Trustee pursuant to Section 3.01.

Section 3.04 Effect of Notice of Redemption.Once notice of redemption is sent in accordance with Section 3.03, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price (except as provided for in Section 3.07(h)). The notice, if mailed or delivered by electronic transmission in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives 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 and after the redemption date, interest ceases to accrue on Notes or portions of Notes called for redemption.

Section 3.05 Deposit of Redemption or Purchase Price.No later than 11:00 a.m. (New York City time) on the redemption or purchase date (or such later time as such date to which the U.S. Trustee may reasonably agree), the Issuers shall deposit with the U.S. 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. If a Note is redeemed or purchased on or after a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest shall be paid to the Holder of record on such Record Date. The Paying Agent shall promptly mail to each Holder whose Notes are to be redeemed or repurchased the applicable redemption or purchase price thereof and accrued and unpaid interest thereon. The U.S. Trustee or the Paying Agent shall promptly return to the Issuers any money deposited with the U.S. Trustee or the Paying Agent by the Issuers 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 Issuers comply with the provisions of Section 3.05(a), on and after the 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 Issuers 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 4.01.

Section 3.06 Notes Redeemed or Purchased in Part.Upon surrender of a Note that is redeemed or purchased in part, the Issuers shall issue and, upon receipt of an Authentication Order, the U.S. Trustee shall promptly authenticate and mail to the Holder (or cause to be transferred by book entry) at the expense of the Issuers a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered representing the same Indebtedness to the extent not redeemed or purchased; provided that each new Note shall be in a principal amount of US$2,000 or an integral multiple of US$1,000 in excess thereof. It is understood that, notwithstanding anything in this Indenture to the contrary, only an Authentication Order and not an Opinion of Counsel or Officers’ Certificate is required for the U.S. Trustee to authenticate such new Note.

Section 3.07 Optional Redemption.At any time and from time to time prior to March 15, 2024, the Issuers may, on any one or more occasions, redeem the Notes, in whole or in part, upon not less than 10 days’ nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption, subject to the rights of Holders on the relevant Record Date to receive interest on the relevant Interest Payment Date. Promptly after the determination thereof, the Issuers shall give the Trustees notice of the redemption price provided for in this Section 3.07(a), and neither Trustee shall be responsible for such calculation.

(b) At any time prior to March 15, 2024, the Issuers may, on any one or more occasions, redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes), upon not less than 10 days’ nor more than 60 days’ notice, at a redemption price equal to 104.500% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the rights of Holders on the relevant Record Date to receive interest on the relevant Interest Payment Date), with an amount in cash not greater than the Net Cash Proceeds of one or more Equity Offerings; provided that (1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (calculated after giving effect to any issuance of Additional Notes and excluding Notes held by Parent and its Affiliates) remains outstanding immediately after the occurrence of such redemption (unless all such Notes are redeemed concurrently); and (2) the redemption occurs within 180 days of the date of the closing of the related Equity Offering.

(c) Except pursuant to clause (a), (b) or (e) of this Section 3.07 or clause (g) of Section 4.16, the Notes will not be redeemable at the Issuers’ option prior to March 15, 2024.

(d) At any time and from time to time on or after March 15, 2024, the Issuers may, on any one or more occasions, redeem all or a part of the Notes, upon not less than 10 days’ nor more than 60 days’ notice (with written notice of any redemption under this Indenture to the Trustee not less than three Business Days prior to when notice is due to Holders unless otherwise agreed by the Trustee), at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest on the Notes redeemed, to, but not including, the applicable redemption date, if redeemed during the twelve-month period beginning on March 15 of the years indicated below, subject to the rights of Holders on the relevant Record Date to receive interest on the relevant Interest Payment Date:

Year 2024 ................................................................. 2025 ................................................................. 2026 ................................................................. 2027 and thereafter ..........................................	Percentage
	102.250% 101.500% 100.750% 100.000%

(e) The Notes may be redeemed, in whole but not in part, at the option of the Issuers, at any time at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of redemption, if either of the Issuers or a Guarantor is, has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Notes or a Note Guarantee, as applicable, any Additional Amounts (or to make a reimbursement envisioned under Section 4.12) as a result of any change in, or amendment to, the laws or treaties (including any regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction, which change or amendment is announced or becomes effective on or after the Issue Date (or, if the Relevant Taxing Jurisdiction did not become a Relevant Taxing Jurisdiction until after the Issue Date, after such later date), or as a result of any change in or amendment to any relevant policy or position or interpretation of any such laws or treaties, or judicial decision rendered by a court of competent jurisdiction, on or after the Issue Date (whether or not taken or reached with respect to Parent or any of its Subsidiaries), and such obligation to pay Additional Amounts or reimbursement cannot be avoided by the taking of reasonable measures by either of the Issuers or the applicable Guarantor, as the case may be; provided that no notice of such redemption will be given earlier than 90 days prior to the earliest date on which the relevant Payor(s) would be obliged to pay such Additional Amounts.

(f) Prior to giving any notice of redemption of the Notes pursuant Section 3.07(e), the Issuers will deliver to the Trustees:

(1) an Officers’ Certificate stating that the Issuers are entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuers so to redeem have occurred and the obligation to pay Additional Amounts or reimbursement, as the case may be, cannot be avoided by the taking of reasonable measures by either of the Issuers or the applicable Guarantor, as the case may be; and

(2) a written tax opinion of a law or accounting firm reasonably acceptable to the Trustees, that the Issuers or any Guarantor, as the case may be, have or will become obliged to pay Additional Amounts or reimbursement as a result of such change or amendment.

Such certificate and opinion will be made available for inspection by the Holders upon written request to either Trustee or Issuer.

(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06.

(h) Any redemption notice in connection with this Section 3.07 may, at the Issuers’ discretion, be subject to one or more conditions precedent, including the completion of any offering of Permitted Refinancing Indebtedness or any Equity Offering. In addition, if such redemption notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuers’ sole discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuers in their sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date so delayed, and that such redemption provisions may be adjusted to comply with any depositary requirements.

Section 3.08 Mandatory Redemption.The Issuers will not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

The Parent and its Restricted Subsidiaries may acquire Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions, private agreement or otherwise at any price in accordance with Applicable Securities Legislation.

Section 3.09 [Reserved.]Offers to Repurchase by Application of Excess Proceeds.In the event that, pursuant to Section 4.17, the Issuers are required to commence an Asset Sale Offer, the Issuers will follow the procedures specified below.

(b) The Asset Sale Offer will remain open for the Asset Sale Offer Period. No later than the Asset Sale Purchase Date, the Issuers will apply all Excess Proceeds to the purchase of the Asset Sale Offer Amount, or, if less than the Asset Sale Offer Amount (and, if applicable, Pari Passu Indebtedness) has been so validly tendered, all Notes and Pari Passu Indebtedness validly tendered in response to the Asset Sale Offer. Payment for any Notes so purchased will be made in the same manner as interest payments on the Notes are made pursuant to Section 2.04 and Section 4.01.

(c) If the Asset Sale Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest up to but excluding the Asset Sale Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no other interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer.

(d) Upon the commencement of an Asset Sale Offer, the Issuers shall mail a notice to each of the Holders or otherwise deliver such notice in accordance with the applicable procedures of the Depository, with a copy to the Trustees. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and, if required, all holders of Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

(1) that an Asset Sale Offer is being made pursuant to this Section 3.10 and Section 4.17 and the expiration time of the Asset Sale Offer Period;

(2) the Asset Sale Offer Amount, the purchase price, including the portion thereof representing any accrued and unpaid interest, and the Asset Sale Purchase Date;

(3) that Notes must be tendered in integral multiples of $1,000 (subject to clause (8) below), and any Note not properly tendered will remain outstanding and will continue to accrue interest;

(4) that, unless the Issuers default in making the payment, any Note accepted for payment pursuant to the Asset Sale Offer will cease to accrue interest on and after the Asset Sale Purchase Date;

(5) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to such Note completed, the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Asset Sale Purchase Date;

(6) that Holders shall be entitled to withdraw their election if the Issuers, the Depository or the Paying Agent, as the case may be, receives at the address specified in the notice, not later than the expiration of the Asset Sale Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder tendered for purchase and a statement that such Holder is withdrawing its tendered Notes and its election to have such Note purchased;

(7) that, if the aggregate principal amount of Notes and Pari Passu Indebtedness surrendered by the holders thereof exceeds the Asset Sale Offer Amount, then the Notes and such Pari Passu Indebtedness will be purchased on a pro rata basis based on the aggregate accreted value or principal amount, as applicable, of the Notes or such Pari Passu Indebtedness tendered and the selection of the Notes for purchase shall be made by the U.S. Trustee by such method as the U.S. Trustee in its sole discretion shall deem to be fair and appropriate, although no Note having a principal amount of US$2,000 shall be purchased in part;

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

(9) the other procedures, as determined by the Issuers, consistent with this Section 3.10 that a Holder must follow.

(e) On or before the Asset Sale Purchase Date, the Issuers will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary or as otherwise provided in Section 4.17(c), the Asset Sale Offer Amount of Notes and Pari Passu Indebtedness or portions thereof validly tendered and not properly withdrawn pursuant to the Asset Sale Offer, or, if less than the Asset Sale Offer Amount has been validly tendered and not properly withdrawn, all Notes and Pari Passu Indebtedness so tendered, in the case of the Notes, in whole

number multiples of US$1,000; provided that if, following repurchase of a portion of a Note, the remaining principal amount of such Note outstanding immediately after such repurchase would be less than US$2,000, then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is US$2,000. The Issuers will deliver, or cause to be delivered, to the U.S. Trustee the Notes so accepted and an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof so accepted and that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms of this Section 3.10. In addition, the Issuers will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Indebtedness.

(f) The Paying Agent or the Issuers, as the case may be, will promptly, but in no event later than five Business Days after termination of the Asset Sale Offer Period, mail or deliver to each tendering Holder or holder or lender of Pari Passu Indebtedness, as the case may be, an amount equal to the purchase price of the Notes or the Pari Passu Indebtedness so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Issuers for purchase, and the Issuers will promptly issue a new Note, and the U.S. Trustee, upon receipt of an Authentication Order, will authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officers’ Certificate is required for the U.S. Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered; provided that each such new Note will be in a principal amount of US$2,000 or an integral multiple of US$1,000 in excess thereof. In addition, the Issuers will take any and all other actions required by the agreements governing the Pari Passu Indebtedness. Any Note not so accepted will be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers will publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Asset Sale Purchase Date.

(g) The Issuers will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Indenture by virtue of any conflict.

Other than as specifically provided in this Section 3.10 or Section 4.17, any purchase pursuant to this Section 3.10 shall be made pursuant to the applicable provisions of Section 3.01 through Section 3.06.

ARTICLE 4 COVENANTS

Section 4.01 Payment of Notes.Subject to Section 12.19, the Issuers will pay, or cause to be paid, the principal, 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 the Issuers or a Subsidiary, holds as of 11:00 a.m. (New York City time), one Business Day prior to the due date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay the principal, premium, if any, and interest then due.

(b) The Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, at the applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful.

Section 4.02 Maintenance of Office or Agency.The Issuers shall maintain an office or agency (which may be an office of the Trustees or an affiliate of the Trustees, 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 Issuers and the Guarantors in respect of the Notes and this Indenture may be served. The Issuers shall give prompt written notice to the Trustees of the location, and any change in the location, of such office or agency. If at any time the Issuers shall fail to maintain any such required office or agency or shall fail to furnish the U.S. Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the U.S. Trustee.

The Issuers 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 Issuers shall give prompt written notice to the Trustees of any such designation or rescission and of any change in the location of any such other office or agency.

The Issuers hereby designate the Corporate Trust Office of the U.S. Trustee as one such office or agency of the Issuers in accordance with Section 2.03.

Section 4.03 Taxes.

Parent shall pay, and shall cause each of its Restricted Subsidiaries to pay, prior to delinquency, all material taxes, assessments and governmental levies except (a) such as are being contested in good faith and by appropriate negotiations or proceedings or (b) where the failure to effect such payment is not adverse in any material respect to the Holders.Stay, Extension and Usury Laws.

The Issuers and each Guarantor covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the

Issuers and each Guarantor (to the extent that it may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant that they shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustees, but shall suffer and permit the execution of every such power as though no such law has been enacted.

Section 4.05 Corporate Existence.

Subject to Article 5, Parent shall do or cause to be done all things necessary to preserve and keep in full force and effect (1) its corporate existence and the corporate, partnership, limited liability company or other existence of each of its Restricted Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of Parent or any such Restricted Subsidiary and (2) the rights (charter and statutory), licenses and franchises of Parent and its Restricted Subsidiaries; provided that Parent shall not be required to preserve any such right, license or franchise, or the corporate, partnership, limited liability company or other existence of any of its Restricted Subsidiaries, if Parent in good faith shall determine that the preservation thereof is no longer desirable in the conduct of the business of Parent and its Restricted Subsidiaries, taken as a whole.

Section 4.06 Reports and Other Information.The Issuers will provide the Trustees, and the Trustees shall deliver to the Holders upon written request, a copy of all consolidated financial statements, whether annual or quarterly, of Parent and the report of Parent’s auditors thereon (in the case of annual financial statements) and the associated “Management’s Discussion and Analysis” (collectively, “ Financial Reports ”) at or prior to the time that they are required to be filed under Applicable Securities Legislation. Any such obligation to provide such Financial Reports shall continue in the event that Parent ceases to be a “reporting issuer” (or its equivalent) as if it had continued to be a “reporting issuer” within the meaning of Applicable Securities Legislation (or its equivalent). Notwithstanding the foregoing, all Financial Reports will be deemed to have been provided to the Trustees and the Holders once filed on SEDAR or any successor system thereto.

(b) In addition, to the extent not satisfied by Section 4.06(a), for so long as any Notes are outstanding, the Issuers will furnish to Holders, Beneficial Holders, prospective investors, securities analysts and market making financial institutions, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(c) If and for so long as the Issuer has designated any Subsidiaries of Parent as Unrestricted Subsidiaries such that its Unrestricted Subsidiaries, individually or collectively, represent 10% or more of the consolidated assets or revenue of Parent and its Subsidiaries, then the Financial Reports required by the preceding paragraph will include a reasonably detailed reconciliation between the consolidated statement of financial position and the consolidated statement of earnings of Parent and its Subsidiaries and those statements excluding the Unrestricted Subsidiaries.

(d) In the event that any direct or indirect parent company of Parent becomes a Guarantor of the Notes, the Issuers may satisfy their obligations under this Section 4.06 to provide Financial Reports of the Parent by furnishing the equivalent Financial Reports relating to such parent; provided that such equivalent Financial Reports are accompanied by consolidating

financial information that explains in reasonable detail the differences between the information for such parent, on the one hand, and the information for Parent and its consolidated Subsidiaries, on the other hand.

(e) In the event that Parent ceases to be a “reporting issuer” within the meaning of Applicable Securities Legislation (or its equivalent), Parent will, or will cause any of its Subsidiaries to, maintain a website (which may be non-public) to which Holders, Beneficial Holders, prospective investors, securities analysts and market making financial institutions are given access, not later than the date by which the Financial Reports are required to be provided to the Trustees pursuant to the immediately preceding paragraph.

(f) Delivery of such reports, information and documents to the Trustees pursuant to this Section 4.06 is for informational purposes only and the Trustees’ receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of its covenants under this Indenture or the Notes (as to which the Trustees are entitled to rely exclusively on Officers’ Certificates).

(g) The Trustees shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Issuers’ compliance with this Section 4.06 or with respect to any reports or other documents filed under this Indenture.

Section 4.07 Compliance Certificate.The Issuers will deliver to each of the Trustees, within 120 days after the end of each fiscal year ending after the Issue Date, a certificate from the principal executive officer, principal financial officer or principal accounting officer of the Co-Issuer, stating that a review of the activities of each of the Issuer and the Co-Issuer, Parent and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether the Issuers and each Guarantor have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to such Officer signing such certificate, that to the best of his or her knowledge, the Issuers and each Guarantor have kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions, covenants and conditions of this Indenture (or, if a Default shall have occurred, describing all such Defaults of which he or she may have knowledge and what action the Issuers and each Guarantor are taking or propose to take with respect thereto).

(b) Within 30 days after becoming aware of any Default or Event of Default, the Issuers are required to deliver promptly to each of the Trustees a statement specifying such Default or Event of Default and what action Parent or Restricted Subsidiary, as applicable, is taking or proposes to take with respect thereto.

Section 4.08 Limitation on Restricted Payments.Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1) declare or pay any dividend or make any other payment or distribution on account of Parent’s or any of its Restricted Subsidiaries’ Equity Interests

(including, without limitation, any payment in connection with any merger, amalgamation or consolidation involving Parent or any of its Restricted Subsidiaries) or to the direct or indirect holders of Parent’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than (a) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of Parent and (b) dividends or distributions payable to Parent or a Guarantor);

(2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger, plan of arrangement, amalgamation or consolidation involving Parent) any Equity Interests of Parent or any direct or indirect parent of Parent;

(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Subordinated Debt (excluding any intercompany Indebtedness between or among Parent and any of its Restricted Subsidiaries), other than any payment, repurchase, redemption, defeasance or other acquisition for value of such subordinated Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of payment, acquisition or retirement, or a payment of interest or a payment of principal at the Stated Maturity thereof; or

(4) make any Restricted Investment;

(all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as “ Restricted Payments ”), unless, at the time of and after giving effect to such Restricted Payment:

(A) no Payment Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;

(B) Parent would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); and

(C) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Parent and its Restricted Subsidiaries since October 1, 2014 (excluding Restricted Payments made by Parent and its Restricted Subsidiaries pursuant to clauses (2) through (8) and (10) through (13) of the next succeeding paragraph), is less than the sum, without duplication, of:

(i) 50% of Consolidated Net Income for the period (taken as one accounting period) from October 1, 2014 to the end of Parent’s most recently ended fiscal quarter for which consolidated internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

(ii) 100% of the aggregate Net Cash Proceeds received by Parent since October 1, 2014 (A) as a contribution to its common equity capital, (B) from Equity Offerings of Parent, including cash proceeds received from an exercise of warrants or options, or (C) from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of Parent that have been converted into or exchanged for such Equity Interests (in the case of each of the foregoing clauses (A) through (C), other than a contribution from, or Equity Interests (or Disqualified Stock or debt securities) sold to, a Subsidiary of Parent); plus

(iii) to the extent that any Restricted Investment that was made after October 1, 2014 is sold for cash or otherwise liquidated or repaid for cash, the lesser of (i) the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any) and (ii) the initial amount of such Restricted Investment; plus

(iv) to the extent that any Unrestricted Subsidiary of Parent designated as such after October 1, 2014 is redesignated as a Restricted Subsidiary after October 1, 2014, the lesser of (i) the Fair Market Value of Parent’s Investment in such Subsidiary as of the date of such redesignation or (ii) such Fair Market Value as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary; plus

(v) 100% of any dividends or distributions received in cash by Parent or any of its Restricted Subsidiaries from any Unrestricted Subsidiary after October 1, 2014, to the extent not already included in Consolidated Net Income for the applicable period; plus

(vi) in the case of the release of any Guarantee that was treated as a Restricted Payment made by Parent or any of its Restricted Subsidiaries after October 1, 2014, an amount equal to the amount of such Guarantee that was treated as a Restricted Payment less any amount paid under such guarantee.

(b) The provisions of Section 4.08(a) will not prohibit:

(1) the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of this Indenture;

(2) the making of any Restricted Payment in exchange for, or out of the Net Cash Proceeds of the substantially concurrent sale (other than to a Subsidiary of Parent) of, Equity Interests of Parent (other than Disqualified Stock), including cash proceeds received from an exercise of warrants or options, or from the substantially concurrent contribution of common equity capital to Parent, with a sale or contribution being deemed to be substantially concurrent if the applicable Restricted Payment occurs

within 120 days thereof; provided that the amount of any such Net Cash Proceeds that are utilized for any such Restricted Payment will be excluded from clause (C)(ii) of the preceding paragraph;

(3) the repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Debt of Parent or any Guarantor with the net cash proceeds from a substantially concurrent incurrence of, or in exchange for, Permitted Refinancing Indebtedness;

(4) the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary of Parent that is not a Wholly Owned Restricted Subsidiary to the holders of its Equity Interests on a pro rata basis;

(5) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Parent or any Restricted Subsidiary held by any current or former officer, director or employee of Parent or any of its Restricted Subsidiaries pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement, employment agreement or similar agreement in an aggregate amount not to exceed $10.0 million in each calendar year (with unused amounts in any calendar year being carried over to the immediately succeeding calendar year but not to any subsequent calendar year);

(6) the repurchase, redemption or other acquisition or retirement for value of Equity Interests deemed to occur upon the exercise or exchange of stock options, warrants or other convertible securities if the Equity Interests represent a portion of the exercise or exchange price thereof and repurchases or other acquisitions or retirement for value of Equity Interests deemed to occur upon the withholding of a portion of the Equity Interests granted or awarded to an employee to pay for the taxes payable by such employee either upon such grant or award or in connection with any such exercise or exchange of stock options, warrants or other convertible securities;

(7) the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of Parent or any Preferred Stock of any Restricted Subsidiary issued on or after the Issue Date in accordance with Section 4.09, provided that such dividends are included in Fixed Charges of Parent as accrued;

(8) the payment, purchase, repurchase, redemption, defeasance, acquisition or other retirement for value of Subordinated Debt of the Issuers or any Guarantor (a) in the event of a change of control at a purchase or redemption price no greater than 101% of the principal amount of such Subordinated Debt, plus any accrued but unpaid interest thereon, or (b) in the event of an asset sale at a purchase or redemption price no greater than 100% of the principal amount of such Subordinated Debt, plus any accrued but unpaid interest thereon, in each case, in accordance with Section 4.16 or Section 4.17, as applicable; provided , however , that, prior to or simultaneously with such payment, purchase, repurchase, redemption, defeasance, acquisition or retirement, the

Issuers have made the Change of Control Offer or Asset Sale Offer, if required, with respect to the Notes and have repurchased all Notes validly tendered for payment and not withdrawn in connection with such Change of Control Offer or Asset Sale Offer;

(9) the declaration and payment of any dividend to holders of common Capital Stock of Parent or the purchase, redemption or other acquisition, cancellation or retirement for value of Parent’s common Capital Stock pursuant to a normal course issuer bid or other stock repurchase program approved by any stock exchange; provided that (i) the aggregate amount of all such dividend payments or stock repurchases consummated in Parent’s current fiscal quarter and immediately preceding three fiscal quarters for which annual or quarterly financial statements are available does not exceed Excess Cash for the four consecutive fiscal quarters ending with Parent’s most recent fiscal quarter for which annual or quarterly financial statements are available, and (ii) the Secured Leverage Ratio would not exceed 3.0 to 1.0 after giving effect to such dividend payment or stock repurchase;

(10) cash payments in lieu of the issuance by Parent of fractional shares in connection with stock dividends, splits or business combinations or the exercise of warrants, options or other securities convertible or exchangeable for Equity Interests that are not derivative securities;

(11) the purchase, redemption, acquisition, cancellation or other retirement for nominal value per right of any rights granted to all the holders of Capital Stock of Parent pursuant to any shareholders’ rights plan adopted for the purpose of protecting shareholders from unfair takeover tactics;

(12) payments to dissenting shareholders pursuant to applicable law or in connection with the settlement or other satisfaction of legal claims made pursuant to or in connection with a consolidation, merger, plan of arrangement, amalgamation or transfer of assets in connection with a transaction that is not prohibited by this Indenture; or

(13) other Restricted Payments in an aggregate amount which, on the date of the Restricted Payment when taken together with all Restricted Payments made pursuant to this clause (13), do not exceed the greater of (a) $50.0 million and (b) 4.0% of Consolidated Tangible Assets (calculated as at the time of making any such Restricted Payment),

provided , however , that at the time of, and after giving effect to, any Restricted Payments permitted under clauses (5), (7) and (13) above, no Payment Default or Event of Default shall have occurred and be continuing.

(c) For purposes of determining compliance with this covenant, if a Restricted Payment or Permitted Investment at any time meets the criteria of more than one of the types of Restricted Payments described in clauses (1) through (13) above or in the first paragraph of this Section 4.08, meets the criteria of one or more types of Permitted Investments and/or is permitted pursuant to this Section 4.08, the Issuers may, in their sole discretion, divide and

classify (or later redivide or reclassify in whole or in part, from time to time in its sole discretion) such transaction in any manner that complies with this Section 4.08 at the time of such division, redivision, classification or reclassification.

(d) The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by Parent or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.

Section 4.09 Limitation on Indebtedness and Issuance of Preferred Stock.Parent will not, and will not permit any of its Restricted Subsidiaries to create, incur, issue, assume, Guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (in any such case, “ incur ”) any Indebtedness (including Acquired Debt), and Parent will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any Preferred Stock; provided that Parent may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and the Guarantors may incur Indebtedness (including Acquired Debt) or issue Preferred Stock if:

(1) the Fixed Charge Coverage Ratio for Parent’s most recently ended four full fiscal quarters for which internal consolidated annual or quarterly financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or Disqualified Stock or Preferred Stock issued would have been not less than 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or Disqualified Stock or Preferred Stock issued, as the case may be, at the beginning of such four-quarter period; and

(2) no Default or Event of Default shall have occurred and be

continuing.

(b) The provisions of Section 4.09(a) will not prohibit the incurrence of any of the following items of Indebtedness or the issuance of any Disqualified Stock or Preferred Stock, as applicable (collectively, “ Permitted Debt ”):

(1) the incurrence by the Issuers and any Guarantor of Indebtedness and letters of credit under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of Parent and its Restricted Subsidiaries thereunder) not to exceed the greater of (a) $1,050.0 million and (b) an amount that does not cause the Secured Leverage Ratio to exceed 3.0 to 1.0 (determined at the time of incurrence after giving effect to the pro forma adjustments set forth in the definition of “ Fixed Charge Coverage Ratio ”);

(2) the incurrence by Parent and its Restricted Subsidiaries of the Existing Indebtedness and the incurrence by the Co-Issuer and the Guarantors of Indebtedness represented by the Guarantees in respect thereof;

(3) the incurrence by the Issuers of Indebtedness represented by the Notes issued on the Issue Date and the incurrence by the Guarantors of Indebtedness represented by the Note Guarantees in respect thereof;

(4) the incurrence by Parent or any of its Restricted Subsidiaries of Attributable Debt or Indebtedness and obligations represented by Capital Lease Obligations or Purchase Money Obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation, development or improvement of property, plant or equipment used in the business of Parent or any of its Restricted Subsidiaries, in an aggregate principal amount at any one time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (4), not to exceed the greater of (a) $150.0 million and (b) 9.25% of Consolidated Tangible Assets measured at the time of incurrence;

(5) the incurrence by Parent and any of its Restricted Subsidiaries of Non-Recourse Project Debt in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (5), not to exceed $100.0 million at any one time outstanding;

(6) the incurrence by Parent or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness between or among Parent and any of its Restricted Subsidiaries) that was permitted by this Indenture to be incurred under Section 4.09(a) or clauses (2), (3), (4), (5), (6), (14) or (15) of this Section 4.09(b);

(7) the incurrence by Parent or any of its Restricted Subsidiaries of intercompany Indebtedness between or among Parent and any of its Restricted Subsidiaries; provided , however , that:

(A) if an Issuer or any Guarantor is the obligor on such Indebtedness and the payee is not an Issuer or a Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the Notes, in the case of an Issuer, or the Note Guarantee, in the case of a Guarantor; and

(B) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Parent or a Restricted Subsidiary and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either Parent or a Restricted Subsidiary, will be deemed, in each case, to constitute an incurrence of such Indebtedness by Parent or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (7);

(8) the issuance by any of Parent’s Restricted Subsidiaries to Parent or to any of its Restricted Subsidiaries of shares of Preferred Stock; provided , however , that:

(A) any subsequent issuance or transfer of Equity Interests that results in any such Preferred Stock being held by a Person other than Parent or a Restricted Subsidiary; and

(B) any sale or other transfer of any such Preferred Stock to a Person that is not either Parent or a Restricted Subsidiary,

will be deemed, in each case, to constitute an issuance of such Preferred Stock by such Restricted Subsidiary that was not permitted by this clause (8);

(9) the incurrence by Parent or any of its Restricted Subsidiaries of Hedging Obligations for the purpose of managing risks in the ordinary course of business and not for speculative purposes;

(10) the guarantee by Parent or any of its Restricted Subsidiaries of Indebtedness of Parent or any of its Restricted Subsidiaries that was permitted to be incurred by another provision of this Section 4.09; provided that if the Indebtedness being guaranteed is Subordinated Debt or Pari Passu Indebtedness, then the Guarantee shall be subordinated or pari passu , as applicable, to the same extent as the Indebtedness guaranteed;

(11) Indebtedness incurred in connection with one or more standby letters of credit, bankers’ acceptances, completion guarantees, performance bonds, bid bonds, appeal bonds or surety bonds or other similar reimbursement obligations, in each case, issued in the ordinary course of business (including for the purpose of providing security for environmental reclamation obligations to government agencies, workers’ compensation claims, payment obligations in connection with self-insurance or similar statutory and other requirements) and not in connection with the borrowing of money or the obtaining of an advance or credit;

(12) Indebtedness arising from the honoring by a bank or other financial institution of a cheque, draft or similar instrument drawn against insufficient funds in the ordinary course of business or in connection with endorsement of instruments for deposit in the ordinary course of business;

(13) the incurrence by Parent or any of its Restricted Subsidiaries of Cash Management Obligations in the ordinary course of business;

(14) Indebtedness of a Restricted Subsidiary incurred and outstanding on the date on which such Restricted Subsidiary was acquired by, or merged, consolidated or amalgamated with or into, Parent or any of its Restricted Subsidiaries (other than Indebtedness incurred in contemplation of, or in connection with, the transaction or series of related transactions pursuant to which such Person became a Subsidiary of or was otherwise acquired by Parent or any of its Restricted Subsidiaries); provided , however , that at the time that such Restricted Subsidiary is acquired by Parent

or any of its Restricted Subsidiaries, (i) Parent would have been able to incur $1.00 of additional Indebtedness pursuant to Section 4.09(a) after giving effect to the incurrence of such Indebtedness pursuant to this clause (14) or (ii) the Fixed Charge Coverage Ratio of Parent and its Restricted Subsidiaries would be greater than or equal to such Fixed Charge Coverage Ratio immediately prior to such acquisition, amalgamation, consolidation or merger;

(15) the incurrence of Indebtedness by Parent or any Restricted Subsidiary to the extent that the Net Cash Proceeds thereof are promptly deposited with the Trustee to satisfy and discharge the Notes in accordance with this Indenture; and

(16) the incurrence by Parent or any of its Restricted Subsidiaries of additional Indebtedness or the issuance of any Disqualified Stock, in an aggregate principal amount, accreted value or stated value, as applicable, at any one time outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (16), not to exceed the greater of (i) $50.0 million and (ii) 4.0% of Consolidated Tangible Assets (calculated as at the time of the incurrence of such Indebtedness).

(1) in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in Section 4.09(b), or is entitled to be incurred pursuant to Section 4.09(a), Parent will be permitted to divide and classify (or later redivide and reclassify) such item of Indebtedness in whole or in part in any manner that complies with this Section 4.09, including by allocation to more than one other type of Indebtedness, except that Indebtedness under the Credit Facilities that is outstanding on the Issue Date will be deemed to have been incurred on such date under clause (1) of Section 4.09(b);

(2) the outstanding principal amount of any particular Indebtedness shall be counted only once, and any obligations arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall not be double counted;

(3) (A) Indebtedness or Disqualified Stock of any Person (i) existing at the time such Person becomes a Restricted Subsidiary of Parent or is merged into, amalgamated with or consolidated with Parent or any of its Restricted Subsidiaries or (ii) assumed in connection with the acquisition of assets from such Person, or (B) Indebtedness secured by a Lien encumbering any asset acquired by such Person (any Indebtedness or Disqualified Stock described in the foregoing clauses (A) and (B), “ Acquired Debt ”) shall be deemed to have been incurred or issued by a Restricted Subsidiary at the time such Person becomes a Restricted Subsidiary; provided that any such Indebtedness or Disqualified Stock that is redeemed, defeased, retired or otherwise repaid at the time of or immediately upon the consummation of the transaction by which such Person becomes a Restricted Subsidiary of Parent (or is merged into, amalgamated with or consolidated with Parent or any of its Restricted Subsidiaries, as the case may be)

will be deemed not to have been incurred or issued for the purposes of this Section 4.09; and

(4) the accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends or the making of any distribution on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this Section 4.09; provided, in each such case, that the amount thereof is included in Fixed Charges of Parent as accrued.

(d) For purposes of determining compliance with any Canadian Dollar or other currency-denominated restriction on the incurrence of Indebtedness, the Canadian Dollar or other currency-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable Canadian Dollar or other currency-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such Canadian Dollar or other currency-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. Notwithstanding any other provision of this Section 4.09, the maximum amount of Indebtedness that Parent and its Restricted Subsidiaries may incur pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Permitted Refinancing Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Permitted Refinancing Indebtedness is denominated that is in effect on the date of such refinancing.

(e) Neither Parent nor any Guarantor will incur any additional Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other unsecured Indebtedness of such Person unless such additional Indebtedness is also contractually subordinated in right of payment to the Notes or the applicable Note Guarantee, as the case may be, on substantially identical terms; provided , however , that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness solely by virtue of being unsecured or by virtue of being secured on a junior priority basis.

Section 4.10 Limitation on Liens.Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien (an “ Initial Lien ”) securing Indebtedness on any of their assets now owned or hereafter acquired, except Permitted Liens, unless all payments due under this Indenture and the Notes or any Note Guarantee of such Restricted Subsidiary, as applicable, are secured on an equal and ratable basis with (or prior to) the Indebtedness so secured until such time as such Indebtedness is no longer secured by a Lien.

(b) Any Lien created for the benefit of the holders of the notes pursuant to the preceding clause (a) shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien.

Section 4.11 Additional Note Guarantees.Parent will cause each Restricted Subsidiary (other than the Specialty Chemicals Entities) that is, as of the Issue Date, an obligor (whether as primary debtor or as a guarantor) in respect of Indebtedness under the Credit Facilities (or as primary debtor or as a guarantor of Indebtedness represented by any replacement or refinancing of all or a portion of the Indebtedness under the Credit Facilities) to provide a Note Guarantee and will deliver an Opinion of Counsel satisfactory to the Trustees.

(b) Each Restricted Subsidiary that becomes a Subsidiary Guarantor on or after the Issue Date shall remain a Subsidiary Guarantor for all purposes of this Indenture until its Note Guarantee is released pursuant to Section 10.06.

(c) If after the Issue Date, (i) any Restricted Subsidiary Guarantees or becomes an obligor in respect of Indebtedness under any Credit Facility, then, in either case, that Subsidiary will, within 30 days after the date that such Restricted Subsidiary Guaranteed or became obligated with respect to such Indebtedness, become a Guarantor by executing a supplemental indenture, the form of which is attached as Exhibit C and delivering an Officer’s Certificate and Opinion of Counsel to the Trustee pursuant to Section 9.06 of this Indenture and (ii) if the Specialty Chemicals Purchase and Sale Agreement is terminated or expires, each of the Specialty Chemicals Entities that otherwise would have been required to guarantee the notes will, within 30 days after the date of such termination or expiration, become Guarantors by executing a supplemental indenture, the form of which is attached as Exhibit C and delivering an Officer’s Certificate and Opinion of Counsel to the Trustee pursuant to Section 9.06 of this Indenture; provided that the Issuers may elect not to cause Comercial e Industrial ERCO (Chile) Limitada to become a Guarantor by delivering written notice of such election to the Trustee on or prior to the date 30 days immediately following the termination or expiration of the Specialty Chemicals Purchase and Sale Agreement.

Section 4.12 Additional Amounts.All payments made by or on behalf of either of the Issuers or any Guarantor (the Issuers, any Guarantor, and any Person making a payment on their behalf, each a “ Payor ” and collectively, the “ Payors ”) under or with respect to the Notes or any Note Guarantee will be made free and clear of and without withholding or deduction for or on account of Taxes imposed or levied by or on behalf of any jurisdiction in which such Payor is organized, resident or carrying on business for tax purposes or from or through which such Payor (or its agents) makes any payment on the Notes or any Note Guarantee or any department or political subdivision thereof (each, a “ Relevant Taxing Jurisdiction ”), unless such Payor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If a Payor is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or any Note Guarantee, such Payor, subject to the exceptions stated below, will pay such additional amounts (“ Additional Amounts ”) as may be necessary such that the amount received in respect of such payment by each Holder or Beneficial Holder after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder but excluding Taxes on net income) will not be less than the amount the Holder or Beneficial Holder, as the case may be, would have received if such Taxes had not been required to be so withheld or deducted.

(b) A Payor will not, however, pay Additional Amounts to a Holder or Beneficial Holder with respect to:

(1) Canadian withholding Taxes, to the extent that such Taxes would not have been imposed but for the Holder or Beneficial Holder, or other person entitled to payment under the Notes, not dealing at arm’s length, within the meaning of the Tax Act, with the Payor (except where such non-arm’s length relationship arises solely from the acquisition, ownership, or disposition of Notes, the receipt of payments thereunder or any Note Guarantee and/or the exercise or enforcement of rights under any Notes or any Note Guarantee);

(2) Canadian withholding Taxes imposed on a payment to a Holder or Beneficial Holder by reason of such Holder or Beneficial Holder being a “specified shareholder” (within the meaning of subsection 18(5) of the Tax Act) of any member (either directly or indirectly through one or more partnerships) of the Issuer that is a corporation, at the time of payment, or by reason of such Holder or Beneficial Holder not dealing at arm’s length for the purposes of the Tax Act with a “specified shareholder” of such corporate member of the Issuer at the time of payment;

(3) Taxes giving rise to such Additional Amounts that would not have been imposed but for the existence of any present or former connection between such Holder (or the Beneficial Holder of, or Person ultimately entitled to obtain an interest in, such Notes, including a fiduciary, settler, beneficiary, member, partner, shareholder or other equity interest owner of, or possessor of power over, such Holder or Beneficial Holder, if such Holder or Beneficial Holder is an estate, trust, partnership, limited liability company, corporation or other entity) and the Relevant Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, the Relevant Taxing Jurisdiction other than any connection resulting solely from the acquisition, ownership, or disposition of Notes,

the receipt of payments thereunder or any Note Guarantee and/or the exercise or enforcement of rights under any Notes or any Note Guarantee);

(4) Taxes giving rise to such Additional Amounts that would not have been imposed but for the failure of such Holder or Beneficial Holder, to the extent such Holder or Beneficial Holder is legally eligible to do so, to timely satisfy any certification, identification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connection with the Relevant Taxing Jurisdiction or otherwise establishing the right to the benefit of an exemption from, or reduction in the rate of, withholding or deduction, after receiving a reasonable written advance request from any Payor to so comply, if such compliance is required by statute, treaty, regulation or administrative practice of a Relevant Taxing Jurisdiction as a precondition to exemption from, or reduction in the rate of deduction or withholding of, such Taxes imposed by the Relevant Taxing Jurisdiction;

(5) estate, inheritance, gift, sales or any similar Taxes;

(6) Taxes that were imposed with respect to any payment on a Note to any Holder who is a Person other than the sole beneficial owner of such payment and to the extent the Taxes giving rise to such Additional Amounts would not have been imposed on such payment had the Holder been the Person who is the beneficial owner of such Note;

(7) Taxes imposed on, or deducted or withheld from, payments in respect of the Notes if such payments could have been made without such imposition, deduction or withholding of such Taxes had such Notes been presented for payment (where presentation is required) within 30 days after the date on which such payments or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent such Holder or Beneficial Holder would have been entitled to such Additional Amounts had such Notes been presented on the last day of such 30-day period);

(8) Taxes imposed pursuant to (A) Sections 1471 to 1474 of the Internal Revenue Code of 1986, as amended (“ FATCA ”), or any successor version thereof or (B) any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or any intergovernmental agreement with respect to FATCA; or

(9) any combination of the foregoing items (1) through (8).

(c) The Payor will pay the amount withheld or deducted to the relevant Taxing Authority on a timely basis in accordance with applicable law. The Payor will make commercially reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from the Relevant Taxing Jurisdiction. Upon receiving a reasonable written advance request from the U.S. Trustee, the Payor will furnish to the U.S. Trustee, within 60 days after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable law, either certified copies of tax receipts evidencing such payment or, if

such receipts are not obtainable using reasonable efforts, other evidence of such payments as is satisfactory to the Trustees.

(d) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is due and payable, if a Payor will be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 35th day prior to the date on which such payment is due and payable, in which case it will be promptly thereafter), the Payor will deliver to the Trustees an Officers’ Certificate stating that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the U.S. Trustee to pay such Additional Amounts to Holders on the payment date.

(e) The Payors, jointly and severally, will indemnify and hold harmless the Holders and Beneficial Holders, and, upon written request of any Holder or Beneficial Holder, reimburse such Holder or Beneficial Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder or Beneficial Holder in connection with payments made under or with respect to the Notes held by such Holder or Beneficial Holder or under any Note Guarantee; and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder or Beneficial Holder after such reimbursement will not be less than the net amount such Holder or Beneficial Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed; provided , however , that the indemnification or reimbursement obligations provided for in this paragraph shall not extend to Taxes for which the applicable Holder or Beneficial Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (1) through (9) of Section 4.12(b) if the Payor had been required to withhold or deduct from such payments or to the extent such Holder or Beneficial Holder received Additional Amounts with respect to such payments.

(f) The Payor will pay any stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed by any Relevant Taxing Jurisdiction at any time in respect of the execution, issuance, registration or delivery of the Notes, any Note Guarantee or any other document or instrument referred to thereunder and any such taxes, charges or duties imposed by any Relevant Taxing Jurisdiction on any payments made pursuant to the Notes or any Note Guarantee or as a result of, or in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrument.

(g) The obligations described under this Section 4.12 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to any Payor and to any jurisdiction in which such successor is organized or is otherwise resident or doing business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. Whenever this Indenture refers to, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to any Note or Note Guarantee, such reference shall include the payment of Additional Amounts or indemnification payments pursuant to this Section 4.12, if applicable.

Section 4.13 Limitation on Restrictions on Distribution From Restricted Subsidiaries.Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to:

(1) pay dividends or make any other distributions on its Capital Stock to Parent or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to Parent or any of its Restricted Subsidiaries; provided that the priority of any Preferred Stock over common stock in receiving dividends or distributions (upon a liquidation or otherwise) shall not be deemed a restriction on the ability to make distributions on Capital Stock;

(2) make loans or advances to Parent or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to Parent or any of its Restricted Subsidiaries to other Indebtedness incurred by Parent or any of its Restricted Subsidiaries shall not be deemed a restriction on the ability to make loans or advances); or

(3) sell, lease or transfer any of its properties or assets to Parent or any

of its Restricted Subsidiaries.

(b) The preceding restrictions of Section 4.13(a) will not apply to encumbrances or restrictions existing under or by reason of:

(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not, in the good faith judgment of an officer of Parent, materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date;

(2) this Indenture, the Notes and the Note Guarantees and the indentures governing the Existing Notes and the related Guarantees;

(3) applicable law, rule, regulation, order, approval, license, permit or similar restriction;

(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by Parent or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired and its subsidiaries; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;

(5) customary non-assignment and non-subletting provisions in leases, contracts and licenses entered into in the ordinary course of business;

(6) agreements relating to Purchase Money Obligations, Capital Lease Obligations, Securitization Programs and Sale/Leaseback Transactions that impose restrictions on the property relating thereto of the nature described in Section 4.13(a)(3);

(7) any agreement (A) for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition or (B) for the sale of a particular asset or line of business of a Restricted Subsidiary that imposes restrictions on property subject to an agreement of the nature described in Section 4.13(a)(3);

(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not, in the good faith judgment of an officer of Parent, materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

(9) agreements existing on the Issue Date;

(10) Liens permitted to be incurred under Section 4.10 that limit the right of the debtor to dispose of the assets subject to such Liens;

(11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, shareholder agreements, asset sale agreements, stock sale agreements and other similar agreements entered into with the approval of Parent’s Board of Directors or the Board of Directors of the applicable Restricted Subsidiary, which limitation is applicable only to the assets that are the subject of such agreements;

(12) restrictions on cash or other deposits or net worth imposed by customers, suppliers and landlords under contracts entered into in the ordinary course of business;

(13) encumbrances and restrictions contained in contracts entered into in the ordinary course of business not relating to any Indebtedness and that do not, individually or in the aggregate, detract from the value of, or from the ability of Parent and any of its Restricted Subsidiaries to realize the value of, property of Parent or any of its Restricted Subsidiaries in any manner material to Parent or any of its Restricted Subsidiaries; and

(14) any encumbrance or restriction with respect to a Restricted Subsidiary of Parent that was formerly an Unrestricted Subsidiary pursuant to or by reason of an agreement that such Restricted Subsidiary entered into before the date on which such Restricted Subsidiary was designated a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of such formerly Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction

shall not extend to any assets or property of Parent or any of its other Restricted Subsidiaries.

Section 4.14 Designation of Restricted and Unrestricted Subsidiaries.Parent may designate any Subsidiary of Parent that is a Restricted Subsidiary (other than the Issuer or the Co-Issuer) to be an Unrestricted Subsidiary, provided that:

(1) immediately after and giving effect to such designation, no Default or Event of Default shall have occurred and be continuing;

(2) at the time of the designation, Parent and its Restricted Subsidiaries could make a Restricted Payment in an amount equal to the Fair Market Value of the Subsidiary so designated in compliance with Section 4.08;

(3) all the Indebtedness of such Subsidiary shall, at the time of such designation and at all times thereafter, consist of Non-Recourse Debt;

(4) such Subsidiary is not party to any agreement, contract, arrangement or understanding with Parent or any Restricted Subsidiary unless any such agreement, contract, arrangement or understanding would, immediately after giving effect to such designation, be permitted by Section 4.15; and

(5) such Subsidiary is a Person with respect to which neither Parent nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results unless such obligation could be performed by Parent in compliance with Section 4.08 (and the maximum amount of such obligation shall be deemed to be an Investment by Parent for purposes of such section).

Any such designation will be evidenced to the Trustees by filing with the Trustees an Officers’ Certificate certifying that such designation complied with the preceding conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary as of such date.

(b) Parent may designate any Unrestricted Subsidiary to be a Restricted Subsidiary, provided that:

(1) immediately after and giving effect to such designation, no Default or Event of Default shall have occurred and be continuing;

(2) such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if such Indebtedness is permitted under Section 4.09;

(3) the aggregate Fair Market Value of all outstanding Investments owned by the Unrestricted Subsidiary so designated will be deemed to be an Investment made as of the time of the designation and any such designation will only be permitted if the Investment would be permitted at that time in compliance with Section 4.08; and

(4) all Liens upon property and assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under Section 4.10.

Section 4.15 Transactions with Affiliates.Parent will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of Parent involving aggregate consideration in excess of $25.0 million for any Affiliate Transaction or series of related Affiliate Transactions (each, an “ Affiliate Transaction ”), unless :

(1) the Affiliate Transaction is on terms that are no less favorable in the aggregate to Parent or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by Parent or such Restricted Subsidiary with an unrelated Person or, if in the good faith judgment of the Board of Directors of Parent, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to Parent or the relevant Restricted Subsidiary from a financial point of view; and

(2) in the case of an Affiliate Transaction or series of related Affiliate Transactions where the aggregate consideration exceeds $35.0 million, the terms of such transaction have been approved in good faith by the Chief Financial Officer of the Co-Issuer, as confirmed in an Officers’ Certificate delivered to the U.S. Trustee.

(b) The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of Section 4.15(a):

(1) transactions between or among Parent and/or its Restricted

Subsidiaries;

(2) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by Parent or any of its Restricted Subsidiaries in the ordinary course of business and payments pursuant thereto;

(3) the performance of obligations of Parent or any of its Restricted Subsidiaries under the terms of any agreement to which Parent or any of its Restricted Subsidiaries is a party as of or on the Issue Date, as each such agreement may be amended, modified, supplemented, extended or renewed from time to time; provided , however , that any future amendment, modification, supplement, extension or renewal entered into after the Issue Date will only be permitted under this clause (3) to the extent that its terms are not materially more disadvantageous, in the aggregate (in the

reasonable determination of Parent), to the Holders than the terms of the relevant agreement as in effect on the Issue Date;

(4) payment of reasonable and customary fees and reimbursements of expenses of officers, directors, employees or consultants of Parent or any of its Restricted Subsidiaries;

(5) any issuance of Equity Interests (other than Disqualified Stock) of Parent to its Affiliates, or the receipt by Parent of any capital contribution from its shareholders or Affiliates;

(6) Restricted Payments that do not violate the provisions of

Section 4.08 and Permitted Investments;

(7) transactions between Parent or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors or officers is also a director or officer of Parent or such Restricted Subsidiary; provided that such director abstains from voting as a director of Parent or such Restricted Subsidiary on any such transaction involving such other Person;

(8) the entering into of a tax sharing agreement, or payments pursuant thereto, between Parent and/or one or more Subsidiaries, on the one hand, and any other Person with which Parent or such Subsidiaries are required or permitted to file a consolidated tax return or with which Parent or such Subsidiaries are part of a consolidated group for tax purposes to be used by such Person to pay taxes, and which payments by Parent and the Restricted Subsidiaries are not in excess of the tax liabilities that would have been payable by them on a stand-alone basis;

(9) (i) Guarantees of performance by Parent and its Restricted Subsidiary of Parent’s Unrestricted Subsidiaries and joint venture entities in the ordinary course of business, except for Guarantees of Indebtedness, and (ii) the incurrence of NonRecourse Equity Pledge Debt;

(10) payments to an Affiliate of Parent in respect of Notes or other Indebtedness of Parent or any Restricted Subsidiary on the same basis as concurrent payments are made or offered to be made in respect thereof to non-Affiliates;

(11) loans or advances to or reimbursements of expenses incurred by employees for moving, entertainment and travel expenses and similar expenditures in the ordinary course of business; and

(12) transactions in respect of which Parent or any of its Restricted Subsidiaries delivers to the Trustees a letter from an independent financial advisor stating that such transaction is fair to Parent or such Restricted Subsidiaries from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, than those that might reasonably have been obtained by Parent or such Restricted Subsidiaries in a comparable transaction at such time on an arm’s length basis from a Person that is not an Affiliate.

Section 4.16 Offer to Repurchase Upon Change of Control.If a Change of Control Triggering Event occurs, the Issuers shall be required to make an offer to each Holder to repurchase all or any part (equal to US$2,000 or an integral multiple of US$1,000 in excess thereof) of that Holder’s Notes in the manner described below (the “ Change of Control Offer ”). In the Change of Control Offer, the Issuers will offer a payment (the “ Change of Control Payment ”) in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but not including, the date of purchase (the “ Change of Control Payment Date ”), subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control Triggering Event, the Issuers will deliver electronically or mail by first-class mail, postage prepaid, a notice to each Holder at such Holder’s registered address or otherwise in accordance with the procedures of the Depository (with a copy to the Trustees) (i) describing the transaction or transactions that constitute the Change of Control Triggering Event, (ii) offering to repurchase Notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is delivered, (iii) if such notice is given in advance of the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditioned upon the occurrence of such Change of Control Triggering Event and briefly describing the transaction with respect to which a definitive agreement is in place for the Change of Control and (iv) describing the procedures that Holders must follow to tender Notes for payment and to withdraw an election to tender Notes.

(b) On the Change of Control Payment Date, the Issuers will, to the extent

lawful:

(1) accept for payment all Notes or portions of Notes (in integral multiples of US$1,000) properly tendered pursuant to the Change of Control Offer, provided that if, following repurchase of a portion of a Note, the remaining principal amount of such Note outstanding immediately after such repurchase would be less than US$2,000, then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is US$2,000;

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

(3) deliver or cause to be delivered for cancellation to the U.S. Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuers.

(c) On the Change of Control Payment Date, the Paying Agent will promptly mail or wire transfer to each Holder properly tendered the Change of Control Payment for such Notes, and the Issuers will execute and issue, and the U.S. Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder, a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that new Notes will only be issued in minimum amounts of US$2,000 and integral multiples of US$1,000 in excess thereof. The Issuers will announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

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

(e) The Issuers will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) 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 Section 4.16 applicable to a Change of Control Offer made by the Issuers and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, (2) notice of redemption of all the Notes has been given pursuant Section 3.07, unless and until there is a default in payment of the applicable redemption price or (3) in connection with or in contemplation of any Change of Control, the Issuers have made an offer to purchase (an “ Alternate Offer ”) any and all notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all notes properly tendered in accordance with the terms of the Alternate Offer. Notwithstanding anything to the contrary contained herein, a Change of Control Offer or Alternate Offer by the Issuers or a third party may be made in advance of a Change of Control Triggering Event, conditioned upon the occurrence of such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer or Alternate Offer is made. The closing date of any such Change of Control Offer or Alternate Offer made in advance of a Change of Control may be changed to conform to the actual closing date of the Change of Control; provided that such closing date is not earlier than 30 days nor later than 60 days from the date the Change of Control Offer notice is sent as described in the first paragraph of this section, subject to extension in the event of a conditional offer.

(f) A Change of Control Offer may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of this Indenture, notes and/or Guarantees (but the Change of Control Offer may not condition tenders on the delivery of such consents).

(g) In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer, an Alternate Offer or a tender offer for the purchase of Notes and the Issuers (or a third party making the Offer or Alternate Offer as described in Section 4.16(e)) purchase all of the Notes held by such Holders, the Issuers or the third party offeror, as applicable, will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer, Alternate Offer or tender offer described above, to redeem (in the case of the Issuers) or purchase (in the case of a third party offeror) all of the Notes that remain outstanding following such purchase at a redemption price or purchase price, as the case may be, equal to the price offered to each other Holder in the Change of Control Offer, Alternate Offer or tender offer, plus, to the extent not included in the Change of Control Offer, Alternate Offer or tender offer payment, accrued and unpaid interest on the Notes that remain outstanding, to, but not including, the date of redemption (subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date). Unless otherwise specifically provided in this Section 4.16(g), any such redemption shall be made pursuant to the applicable provisions of Section 3.01 through Section 3.06.

(h) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and Applicable Securities Legislation to the extent Rule 14e-1 under the Exchange Act and such Applicable Securities Legislation is applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of Rule 14e-1 under the Exchange Act or any Applicable Securities Legislation conflict with the provisions of this Section 4.16, the Issuers will comply with Rule 14e-1 under the Exchange Act and such Applicable Securities Legislation and will not be deemed to have breached its obligations under the provisions of this Section 4.16 by virtue of such compliance.

(i) Other than as specifically provided in this Section 4.16, any purchase pursuant to this Section 4.16 shall be made pursuant to the provisions of Section 3.02, Section 3.05 and Section 3.06.

(j) The provisions under this Section 4.16 may be waived or modified (at any time, including after a Change of Control Triggering Event) with the written consent of the Holders of a majority in principal amount of the Notes then outstanding.

Section 4.17 Asset Sales.Parent will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, unless :

(1) Parent (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (measured as of the date of the definitive agreement relating to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; and

(2) at least 75% of the aggregate consideration received in Asset Sales by Parent or such Restricted Subsidiary since the Issue Date (on a cumulative basis) is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following will be deemed to be cash:

(A) any liabilities of Parent or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantee), as shown on Parent’s most recent internally available annual or quarterly balance sheet, that are assumed or otherwise forgiven by the transferee of any such assets and from which Parent or such Restricted Subsidiary has been unconditionally released by all applicable creditors in writing;

(B) any securities, notes or other obligations received by Parent or any such Restricted Subsidiary from such transferee that are within 180 days of the applicable Asset Sale, subject to ordinary settlement periods, converted by Parent or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion; and

(C) any Designated Non-cash Consideration received by Parent or any such Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (C) (other than items received and not yet

liquidated pursuant to clause (B) above that are at the time outstanding), not to exceed 10.0% of Consolidated Tangible Assets at the time of the receipt of such Designated Non-cash Consideration, with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value.

(b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale, Parent (or any Restricted Subsidiary) may apply an amount equal to such Net Proceeds to any combination of the following purposes:

(1) to permanently repay, prepay, redeem or repurchase any Senior Debt, in each case owing to a Person other than the Parent or any of its Restricted Subsidiaries;

(2) to acquire Permitted Assets; or

(3) to make capital expenditures.

(c) Notwithstanding the foregoing, in the event Parent or any of its Restricted Subsidiaries enters into a binding agreement committing to make an acquisition, expenditure or investment in compliance with clauses (2) or (3) of Section 4.17(b) within 365 days after the receipt of any Net Proceeds from an Asset Sale, such commitment will be treated as a permitted application of the Net Proceeds from the date of the execution of such agreement until the earlier of (i) the date on which such acquisition or investment is consummated or such expenditure made or such agreement is terminated, and (ii) the 180th day after the date on which such binding commitment was entered into.

(d) Pending the final application of any Net Proceeds, Parent and its Restricted Subsidiaries may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture.

(e) Any Net Proceeds from Asset Sales that are not applied or invested as provided in Section 4.17(b) will constitute “ Excess Proceeds .” Not later than the 366th day after any Asset Sale, if the aggregate amount of Excess Proceeds exceeds $60.0 million, the Issuers will make an offer (an “ Asset Sale Offer ”) to all Holders and all holders of other Pari Passu Indebtedness containing requirements similar to those set forth in this Section 4.17 with respect to offers to purchase, prepay or redeem such other Pari Passu Indebtedness with the proceeds of sales of assets to purchase, prepay or redeem, on a pro rata basis, the maximum principal amount of Notes and such other Pari Passu Indebtedness that may be purchased, prepaid or redeemed out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount (or accreted value thereof, if less) plus accrued and unpaid interest, if any (or in respect of such Pari Passu Indebtedness, such other price, if any, as may be provided for by the terms of such Pari Passu Indebtedness), to, but excluding, the Asset Sale Purchase Date (as defined below), and will be payable in cash. If the aggregate principal amount of Notes and other Pari Passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the U.S. Trustee will select the Notes and such other Pari Passu Indebtedness to be purchased on a pro rata basis (subject to the procedures of the Depository),

on the basis of the aggregate principal amounts (or accreted values) tendered in round denominations (which in the case of the Notes will be minimum denominations of US$2,000 principal amount or multiples of US$1,000 in excess thereof; provided that if, following repurchase of a portion of a Note, the remaining principal amount of such Note outstanding immediately after such repurchase would be less than US$2,000, then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is US$2,000). If any Excess Proceeds remain after consummation of an Asset Sale Offer, Parent and its Restricted Subsidiaries may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

(f) If the Asset Sale Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest will be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no other interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer.

(g) The Asset Sale Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “ Asset Sale Offer Period ”). No later than five Business Days after the termination of the Asset Sale Offer Period (the “ Asset Sale Purchase Date ”), the Issuers will apply all Excess Proceeds to the purchase of the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness required to be offered for purchase pursuant to this Section 4.17 (the “ Asset Sale Offer Amount ”) or, if less than the Asset Sale Offer Amount has been so validly tendered, all Notes and Pari Passu Indebtedness validly tendered in response to the Asset Sale Offer.

(h) Without limiting the foregoing:

(1) any Holder may decline any offer of prepayment pursuant to this Section 4.17; and

(2) the failure of any such Holder to accept or decline any such offer of prepayment shall be deemed to be an election by such Holder to decline such prepayment.

(i) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and Applicable Securities Legislation to the extent Rule 14e-1 under the Exchange Act and such Applicable Securities Legislation is applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of Rule 14e-1 under the Exchange Act or any Applicable Securities Legislation conflict with the provisions of this Section 4.17, the Issuers will comply with Rule 14e-1 under the Exchange Act and such Applicable Securities Legislation and will not be deemed to have breached its obligations under the provisions of this Section 4.17 by virtue of such compliance.

(j) Notwithstanding the foregoing, any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties or assets of Parent and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to

another Person, will be governed by Article 5 and will not be subject to the provisions in this Section 4.17.

Section 4.18 Effectiveness of Covenants.If on any date following the Issue Date:

(1) the Notes are rated Investment Grade by any Designated Rating Organization; and

(2) no Default or Event of Default shall have occurred and be continuing, (the occurrence of the events described in the foregoing clauses (1) and (2) being collectively referred to as an “ Investment Grade Rating Event ”) then, beginning on that day and at all times thereafter, the covenants described in Section 4.08, Section 4.09, Section 4.11, Section 4.13, Section 4.15, Section 4.17 and Section 5.01(a)(4) will cease to apply to Parent and its Restricted Subsidiaries and will no longer have effect.

(b) For the avoidance of doubt, such covenants shall not be reinstated even if following an Investment Grade Rating Event one of the Designated Rating Organizations which rates the Notes withdraws its Investment Grade rating, or downgrades the rating assigned to the Notes below an Investment Grade rating, or ceases to rate the Notes.

ARTICLE 5 SUCCESSORS

Section 5.01 Amalgamation, Merger, Consolidation or Sale of Assets.Neither Parent nor the Issuer may, in any transaction or series of transactions: (1) amalgamate, merge or consolidate with or into another Person (whether or not Parent or the Issuer is the surviving or resulting Person); or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to another Person; unless :

(1) either (a) Parent or the Issuer, as applicable, is the surviving or resulting entity; or (b) the Person formed by or surviving any such amalgamation, merger or consolidation (if other than Parent or the Issuer, as applicable) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made (in each case, the “ Successor Person ”) is a Person organized or existing under the laws of Canada or any province thereof or the United States, any state of the United States or the District of Columbia;

(2) the Successor Person (if other than Parent or the Issuer, as applicable) assumes all the obligations of Parent or the Issuer under the Notes, the Note Guarantee and this Indenture, as applicable, either by operation of law or pursuant to an assumption agreement or other instrument reasonably satisfactory to the Trustees;

(3) immediately after such transaction or series of transactions, and giving pro forma effect to any related financing transactions, no Default or Event of Default exists;

(4) on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the

applicable four-quarter period, either (a) Parent or the Successor Person (if other than Parent) will be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a)(1) or (b) the Fixed Charge Coverage Ratio is equal to or greater than it was immediately prior thereto; and

(5) Parent or the Successor Person (if other than Parent) has delivered to each of the Trustees (i) an Opinion of Counsel stating that such transaction and, if an assumption agreement or other instrument is required in connection with such transaction, such assumption agreement or other instrument complies with clauses (1) and (2) of this Section 5.01(a), and (ii) an Officers’ Certificate stating that all conditions precedent contained in this Indenture relating to such transaction have been complied with.

(b) The Co-Issuer may not, in any transaction or series of transactions: (1) amalgamate, merge or consolidate with or into another Person (whether or not the Co-Issuer is the surviving or resulting Person); or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to another Person; unless :

(1) either (a) the Co-Issuer is the surviving or resulting entity; or (b) the Person formed by or surviving any such amalgamation, merger or consolidation (if other than the Co-Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made (the “ Successor Co-Issuer ”) is a Person organized or existing under the laws of Canada or any province thereof or the United States, any state of the United States or the District of Columbia;

(2) the Successor Co-Issuer (if other than the Co-Issuer) assumes all the obligations of the Co-Issuer under the Notes and this Indenture either by operation of law or pursuant to an assumption agreement or other instrument reasonably satisfactory to the Trustees; and

(3) Parent has delivered to each of the Trustees an Opinion of Counsel and Officers’ Certificate, each stating that: (i) such transaction and, if an assumption agreement or other instrument is required in connection with such transaction, such assumption agreement or other instrument complies with clauses (1) and (2) of this Section 5.01(b), (ii) such transaction is authorized or permitted by the terms of this Indenture, and (iii) all conditions precedent contained in this Indenture relating to such transaction have been complied with.

(c) A Subsidiary Guarantor may not, in any transaction or series of transactions: (1) amalgamate, consolidate or merge with or into another Person (whether or not such Subsidiary Guarantor is the surviving or resulting Person); or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of its properties or assets to another Person, other than Parent, the Issuers or a Subsidiary Guarantor (in the case of either (1) or (2) above), unless :

(1) immediately after giving effect to that transaction, and giving pro forma effect to any related financing transactions, no Default or Event of Default exists;

(2) either:

(A) the Person (the “ Successor Subsidiary Guarantor ”) acquiring the property in any such sale, assignment, transfer, conveyance, lease or other disposition or the Person formed by or surviving any such amalgamation, merger or consolidation (if other than the Subsidiary Guarantor) assumes all the obligations of that Subsidiary Guarantor under its Note Guarantee, either by operation of law or pursuant to an assumption agreement or other instrument reasonably satisfactory to the Trustees; or

(B) the Net Proceeds of such sale, assignment, transfer, conveyance, lease or other disposition are applied in accordance with Section 4.17; and

(3) Parent has delivered to the Trustees an Opinion of Counsel and Officers’ Certificate, each stating that: (i) such transaction and, if an assumption agreement or other instrument is required in connection with such transaction, such assumption agreement or other instrument complies with clause (2)(A) of this Section 5.01(c), (ii) such transaction is authorized or permitted by the terms of this Indenture, and (iii) all conditions precedent contained in this Indenture relating to such transaction have been complied with;

(d) The provisions of this Section 5.01 will not apply to:

(1) a merger or amalgamation of Parent or the Issuer with an Affiliate solely for the purpose of reincorporating Parent or the Issuer in another jurisdiction of Canada or the United States, any state of the United States or the District of Columbia; or

(2) any consolidation, amalgamation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Issuers and the Guarantors or between or among the Guarantors.

Section 5.02 Successor Entity Substituted.Upon any amalgamation, merger, consolidation, sale, assignment, transfer, lease or other disposition of all or substantially all of the properties or assets of Parent, the Issuer, the Co-Issuer or a Subsidiary Guarantor in accordance with Section 5.01, Parent, the Issuer, the Co-Issuer or a Subsidiary Guarantor, as the case may be, will be released from its obligations under this Indenture and the Notes or its Note Guarantee, as the case may be, and the Successor Person, Successor Co-Issuer or the Successor Subsidiary Guarantor, as the case may be, will succeed to, and be substituted for, and may exercise every right and power of, Parent, the Issuer, the Co-Issuer or the applicable Subsidiary Guarantor, as the case may be, under this Indenture, the Notes and such Note Guarantee; provided that, in the case of a lease of all or substantially all its assets, the Issuer and the Co-Issuer will not be released from the obligation to pay the principal of and interest on the Notes, and a Guarantor will not be released from its obligations under its Note Guarantee.

ARTICLE 6 DEFAULTS AND REMEDIES

Section 6.01 Events of Default.Each of the following is an “ Event of Default ”:

(1) default for 30 days in the payment when due of interest on the

Notes;

(2) default in the payment when due (at Stated Maturity, upon redemption, required repurchase or otherwise) of the principal of, or premium, if any, on, the Notes;

(3) failure by Parent or any of its Restricted Subsidiaries to comply with Section 4.16 or Section 5.01;

(4) failure by the Issuers to comply with Section 4.06 and such failure continues for 180 days after notice to the Issuers by the Trustees or Holders of at least 25% in aggregate principal amount of the Notes then outstanding;

(5) failure by Parent or any of its Restricted Subsidiaries for 60 days after notice to the Issuers by the U.S. Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding to comply with any of the other agreements in this Indenture;

(6) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness incurred by Parent or any of its Restricted Subsidiaries for money borrowed by Parent or any of its Restricted Subsidiaries, or the payment of which is guaranteed by Parent or any of its Restricted Subsidiaries, whether such Indebtedness or Guarantee exists prior to the Issue Date, or is created after the Issue Date, if that default:

(A) is caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “ Payment Default ”); or

(B) results in the acceleration of such Indebtedness prior to its Stated Maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default, which remains outstanding or the maturity of which has been so accelerated, aggregates an amount greater than $50.0 million, provided that if any such Payment Default is cured or waived or any such acceleration is rescinded, as the case may be, such Event of Default under this Indenture and any consequential acceleration of the Notes shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree;

(7) failure by Parent or any of its Restricted Subsidiaries to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $50.0 million, which judgments are not paid, discharged or stayed for a period of 60 days after such judgments become final and non-appealable or, in the event such judgments have been bonded to the extent required pending appeal, after the date such judgments become nonappealable;

(8) except as permitted by this Indenture, the Note Guarantee of Parent or any Note Guarantee of a Significant Subsidiary shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or Parent or any Guarantor that is a Significant Subsidiary or any Person acting on behalf of any such Guarantor shall deny or disaffirm its obligations under its Note Guarantee;

(9) any Issuer, Parent or any of its Significant Subsidiaries pursuant to or within the meaning of any Bankruptcy Law:

(A) commences a voluntary case or proceeding to be adjudicated bankrupt or insolvent;

(B) applies for or consents to the institution of bankruptcy or insolvency proceedings against it, or files a petition or answer or consent seeking reorganization or relief under applicable Bankruptcy Law;

(C) applies for or consents to the appointment of a Bankruptcy Custodian of it or for all or substantially all of its assets;

(D) makes a general assignment for the benefit of its creditors;

(E) generally is not paying its debt as they become due; and

(10) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(A) is for relief against any Issuer, Parent or any of its Significant Subsidiaries as debtor in an involuntary case or proceeding;

(B) appoints a Bankruptcy Custodian of any Issuer, Parent or any of its Significant Subsidiaries or a Bankruptcy Custodian for all or substantially all of the assets of such Issuer, Parent or any of its Significant Subsidiaries; or

and, in each case, the order or decree remains unstayed and in effect for 60 consecutive days.

Section 6.02 Acceleration.If an Event of Default specified in clause (9) or (10) of Section 6.01(a) has occurred and is continuing, then the principal amount (and premium, if any) of, and accrued and unpaid interest on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the U.S. Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may, subject to Section 7.05(b) through (g), declare to be immediately due and payable, by notice in writing to the Issuers and (if given by the Holders) to the U.S. Trustee, the principal amount (and premium, if any) of all the Notes then outstanding, plus accrued but unpaid interest to the date of acceleration.

(b) The Holders of a majority in aggregate principal amount of the Notes then outstanding may waive all past Defaults (except with respect to non-payment of the principal of, interest and premium (if any) on the Notes) and rescind and annul such declaration and its consequences if: (a) all existing Events of Default, other than the non-payment of the principal of, interest and premium (if any) on the Notes that have become due solely by the declaration of acceleration, have been cured or waived; (b) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (c) the Trustee has been paid any amounts incurred by it in connection with such Event of Default.

Section 6.03 Other Remedies.If an Event of Default occurs and is continuing, the Trustees may pursue any available remedy to collect the payment of principal, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustees 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 Trustees 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.

Section 6.04 Waiver of Past Defaults.The Holders of a majority in principal amount of the outstanding Notes by written notice to the U.S. Trustee may on behalf of all Holders waive any existing Default and its consequences hereunder, except:

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

(2) a Default with respect to a provision that under Section 9.02 cannot be amended without the consent of each Holder affected,

provided that, subject to Section 6.02, the Holders of a majority in principal amount of the then outstanding Notes may rescind and annul an acceleration and its consequences, including any related payment default 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.

Section 6.05 Control by Majority.The Holders of a majority in principal amount of the outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustees or of exercising any trust or power conferred on the Trustees. However, the Trustees may refuse to follow any direction that conflicts with law, this Indenture, the Notes or any Note Guarantee, or that the Trustees determine in good faith is unduly prejudicial to the rights of any other Holder or that would involve either Trustee in personal liability.

Section 6.06 Limitation on Suits.Except to enforce payment of the principal of, and premium (if any) or interest on any Note on or after the Stated Maturity of such Note (after giving effect to the grace period specified in Section 6.01(a)(1)), a Holder will not have any right to institute any proceeding with respect to this Indenture, or for the appointment of a receiver or trustee, or for any remedy thereunder, unless the U.S. Trustee:

(a) shall have failed to act for a period of 60 days after receiving written notice of a continuing Event of Default from such Holder and a request to act from Holders of at least 25% in aggregate principal amount (and premium, if any) of the Notes then outstanding;

(b) has been offered indemnity and funding thereof, if requested, satisfactory

to it; and

(c) during such 60 day period, has not received from the Holders of a majority in aggregate principal amount of the Notes then outstanding a direction inconsistent with such request.

A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder.

Section 6.07 Rights of Holders to Receive Payment.Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal, premium, if any, and interest on its Note, on or after the respective due dates expressed or provided for in such Note (after giving effect to the grace period specified in Section 6.01(a)(1)) (including in connection with an Asset Sale Offer or 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.

Section 6.08 Collection Suit by U.S. Trustee.If an Event of Default specified in Section 6.01(a)(1) or Section 6.01(a)(2) occurs and is continuing, the U.S. Trustee may recover judgment in its own name and as trustee of an express trust against the Issuers and any other obligor on the Notes for the whole amount of principal, premium, if any, 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 Trustees and their agents and counsel.

Section 6.09 Restoration of Rights and RemediesIf the U.S. 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 U.S. Trustee, the Canadian Trustee or to such Holder, then and in every such case, subject to any determination in such proceedings, the Issuers, the Guarantors, the U.S. Trustee, the Canadian Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the U.S. Trustee, the Canadian Trustee and the Holders shall continue as though no such proceeding has been instituted.

Section 6.10 Rights and Remedies Cumulative.Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07, no right or remedy herein conferred upon or reserved to the Trustees 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.

Section 6.11 Delay or Omission Not Waiver.No delay or omission of the Trustees 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 6 or by law to the Trustees or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustees or by the Holders, as the case may be.

Section 6.12 Trustees May File Proofs of Claim.Either 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 Trustees (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustees, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Issuers (or any other obligor upon 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 Trustees, and in the event that the U.S. Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustees any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustees and their agents and counsel, and any other amounts due the Trustees under Section 7.07. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustees, their agents and counsel, and any other amounts due the Trustees under Section 7.07 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 Trustees 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 Trustees to vote in respect of the claim of any Holder in any such proceeding.

Section 6.13 Priorities.If the U.S. Trustee collects any money or property pursuant to this Article 6, it shall pay out the money in the following order:

(1) to the Trustees and its agents and attorneys for amounts due under Section 7.07, including payment of all reasonable compensation, expenses and liabilities incurred, and all advances made, by the Trustees and the costs and expenses of collection;

(2) to Holders for amounts due and unpaid on the Notes for principal, premium, if any, and interest ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest, respectively; and

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

The U.S. Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.13. Promptly after any record date is set pursuant to this Section 6.13, the U.S. Trustee shall cause notice of such record date and payment date to be given to the Issuers and to each Holder in the manner set forth in Section 12.02.

Section 6.14 Undertaking for Costs.In any suit for the enforcement of any right or remedy under this Indenture or in any suit against either 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 6.14 does not apply to a suit by either Trustee, a suit by a Holder pursuant to Section 6.07, or a suit by Holders of more than 10% in aggregate principal amount of the outstanding Notes.

ARTICLE 7 TRUSTEES

Section 7.01 Duties of Trustees.If an Event of Default has occurred and is continuing, the U.S. Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

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

(1) the duties of each Trustee shall be determined solely by the express provisions of this Indenture and each 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 such Trustee; and

(2) in the absence of bad faith on its part, each 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 such Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to either Trustee, the U.S. Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(c) No Trustee may be relieved from liabilities for its own negligent action, their own negligent failure to act, or their own willful misconduct, except that:

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

Section 7.01;

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

(3) a 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 6.05.

(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the U.S. Trustee or the Canadian Trustee is subject to this Section 7.01 and Section 7.02.

(e) Subject to this Article 7, if an Event of Default occurs and is continuing, neither Trustee will be under no obligation to exercise any of the rights or powers under this Indenture, the Notes and the Note Guarantees at the request or direction of any of the Holders unless such Holders have offered to such Trustee funding and indemnity or security reasonably satisfactory to it against any loss, liability or expense.

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

Section 7.02 Rights of Trustees.The Trustees may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. Neither Trustee need investigate any fact or matter stated in the document, but each Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if such Trustee shall determine in good faith to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuers, personally or by agent or attorney at the sole cost of the Issuers and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(b) Before either Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both subject to the other provisions of this Indenture. Neither Trustee shall be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. Each Trustee may consult with counsel, investment bankers, accountants or other professionals of its selection and the advice of such counsel, investment bankers, accountants or other professionals 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 Trustees 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.

(d) The Trustees 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 Issuers or a Guarantor shall be sufficient if signed by an Officer of the Issuers or such Guarantor.

(f) None of the provisions of this Indenture shall require the Trustees 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) Except in the case of a Default in the payment of principal of, or premium, if any, or interest on, any Note that is to be paid by the U.S. Trustee, as paying agent, the Trustees shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless a Responsible Officer of such Trustee shall have received written notice from the Issuers or a Holder describing such Default or Event of Default, and stating that such notice is a notice of default.

(h) In no event shall either Trustee be responsible or liable for special, indirect, incidental, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustees have 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 U.S. Trustee and Canadian Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, such Trustee in each of their capacities hereunder, and each Agent and other Person employed to act hereunder; provided that (i) an Agent or other Person employed to act hereunder shall only be liable to the extent of its gross negligence or willful misconduct; and (ii) in and during an Event of Default, only the Trustee, and not any Agent or other Person employed to act hereunder, shall be subject to the prudent person standard.

(j) Either Trustee may request that the Issuers deliver an Officers’ Certificate setting forth the names of individuals 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 Trustees shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Section 7.03 Individual Rights of Trustee.Each of the U.S. Trustee, the Canadian Trustee or any Agent in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuers or any Affiliate of the Issuers with the same rights it would have if it were not Trustee or such Agent. However, in the event that either Trustee acquires any conflicting interest within the meaning of Trust Indenture Act Section 310(b) it must eliminate such conflict within 90 days or resign. Any Agent may do the same with like rights and duties. The Trustees are also subject to Section 7.10 hereof.

Section 7.04 Trustees’ Disclaimer.The U.S. Trustee and the Canadian Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuers’ use of the proceeds from the Notes or any money paid to the Issuers or upon the Issuers’ 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 U.S. 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 its certificate of authentication on the Notes.

Section 7.05 Notice of Defaults.If a Default or Event of Default occurs and is continuing and if it is known to the U.S. Trustee (and provided that the Registrar has complied with Section 2.05 hereof), the U.S. Trustee shall send to Holders and the Canadian Trustee, notice of the Default or Event of Default within 90 days after it occurs, in the case of a Default, or within 30 days after a Responsible Officer of such Trustee becomes aware the Event of Default, in the case of an Event of Default. If a Responsible Officer of the Canadian Trustee receives written notice from the Issuers, the U.S. Trustee or any Holder of a Default or Event of Default (and provided that the Canadian Trustee has received a copy of the Note Register pursuant to Section 2.05 hereof), the Canadian Trustee shall send to the Holders and the U.S. Trustee notice of the Default or Event of Default within 90 days after the later of receiving (i) such written notice and (ii) a copy of the Note Register. Except in the case of a Default or Event of Default relating to the payment of principal, premium, if any, or interest on any Note, the U.S. Trustee may withhold from the Holders notice of any continuing Default or Event of Default if and so long as it in good faith determines that withholding the notice is in the interests of the Holders.

(b) Notwithstanding the foregoing, a notice of Default may not be given with respect to any action taken, and reported publicly and to holders, more than two years prior to such notice of Default. In addition, any notice of Default, notice of acceleration or instruction to the Trustees to provide a notice of Default, notice of acceleration or take any other action (a “ Noteholder Direction ”) provided by any one or more holders (each a “ Directing Holder ”) must be accompanied by a written representation, the form of which is attached as Exhibit D from each such holder to the Issuer and the Trustees that such holder is not (or, in the case such holder is DTC or its nominee, that such holder is being instructed solely by beneficial owners that are not) Net Short (a “ Position Representation ”), which representation, in the case of a Noteholder Direction relating to a notice of Default shall be deemed repeated at all times until the resulting Event of Default is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder must, at the time of providing a Noteholder Direction, covenant to provide the Issuer or Trustee with such other information as the Issuer or Trustee may reasonably request from time to time in order to verify the accuracy of such Noteholder’s Position Representation within five Business Days of request therefor (a “ Verification Covenant ”). In any case in which

the holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the Notes in lieu of DTC or its nominee. The Trustee shall disregard any notice or direction from any Directing Holder that either fails to deliver a Position Representation or fails to satisfy any request made pursuant to the Verification Covenant.

(c) If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuer determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustees an Officer’s Certificate with evidence stating that the Issuer has filed papers with a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect to such Event of Default shall be automatically stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter.

(d) If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuer provides to the Trustees an Officer’s Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to any Event of Default that resulted from the applicable Noteholder Direction shall be automatically stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such holder, the percentage of Notes held by the remaining holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed never to have occurred and each Trustee shall be deemed to have not received the Noteholder Direction or any notice of such Event of Default.

(e) The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal or interest. Notwithstanding anything in clause (c) and (d) above to the contrary, any Noteholder Direction with respect to the Notes delivered to the Trustee during the pendency of an Event of Default specified in clause (9) or (10) of Section 6.01(a) shall not require compliance with the foregoing clause (d).

(f) For the avoidance of doubt, the Trustee: (i) shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with this Indenture, shall have no duty to inquire as to or investigate the accuracy of any Position Representation, enforce compliance with any Verification Covenant, verify any statements in any Officers’ Certificate delivered to it, or otherwise make calculations, investigations or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise; and (ii) will be fully protected for any actions taken (or not taken) Noteholder Direction under this Indenture even if noteholder’s holdings are later disregarded because of a breach of, or failure to comply with, the Position Representation or Verification Covenant. The Trustee shall have no liability to the Issuer, any Holder or any other Person in acting in good faith on a Noteholder Direction.

(g) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any information required by this covenant shall be deemed cured (and the Issuers shall be deemed to be in compliance with this covenant) upon furnishing such information as contemplated by this covenant (but without regard to the date on which such information or report is so furnished); provided that such cure shall not otherwise affect the rights of the holders under Section 6.01(a) if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.

Section 7.06 [Reserved]Compensation and Indemnity.The Issuers and the Guarantors, jointly and severally, shall pay to the U.S. Trustee, the Canadian Trustee and any Agent 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 compensation of the U.S. Trustee and the Canadian Trustee shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse the U.S. Trustee, the Canadian Trustee and the Agents 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 Trustees’ agents and counsel. The Trustees and Agents shall provide the Issuers reasonable notice of any expenditure not in the ordinary course of business.

(b) The Issuers and the Guarantors, jointly and severally, shall indemnify the Trustees, the Agents and their respective officers, directors, employees and agents (the “ Indemnified Parties ,” and each an “ Indemnified Party ”) for, and hold each Indemnified Party and any predecessors harmless against, any and all loss, damage, claims, liability or expense (including attorneys’ fees and expenses) incurred by it in connection with the acceptance or administration of this trust and the performance of its duties hereunder (including the costs and expenses of enforcing this Indenture against the Issuers or any Guarantor (including this Section 7.07)) or defending itself against any claim whether asserted by any Holder, the Issuers or any Guarantor, or liability in connection with the acceptance, exercise or performance of any of its powers or duties hereunder. An Indemnified Party shall notify the Issuers promptly of any claim for which it may seek indemnity. Failure by an Indemnified Party to so notify the Issuers shall not relieve the Issuers of their obligations hereunder. The Issuers shall defend the claim and an Indemnified Party may have separate counsel and the Issuers shall pay the fees and expenses of such counsel. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by (i) either Trustee through such Trustee’s own willful misconduct, negligence or bad faith or (ii) any Agent or officer, director, employee and agent of the Trustee or Agent for its willful misconduct, gross negligence or bad faith.

(c) The obligations of the Issuers and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the U.S. Trustee, the Canadian Trustee or Agent, as applicable.

(d) To secure the payment obligations of the Issuers and the Guarantors in this Section 7.07, the Trustees shall have a Lien prior to the Notes on all money or property held or collected by the Trustees, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture.

(e) When the U.S. Trustee and the Canadian Trustee incur expenses or render services after an Event of Default specified in Section 6.01(a)(8) occurs, 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.

Section 7.08 Replacement of Trustees.A resignation or removal of the U.S. Trustee or the Canadian Trustee and appointment of a successor U.S. Trustee or Canadian Trustee, as applicable, shall become effective only upon the successor U.S. Trustee’s or Canadian Trustee’s acceptance of appointment as provided in this Section 7.08. The U.S. Trustee and/or Canadian Trustee may resign in writing at any time by giving 30 days’ prior written notice of such resignation to the Issuers and be discharged from the trust hereby created by so notifying the Issuers. The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the U.S. Trustee or the Canadian Trustee by so notifying the U.S. Trustee or Canadian Trustee, as applicable, and the Issuers in writing. The Issuers may remove the U.S. Trustee or Canadian Trustee if:

(1) the U.S. Trustee or Canadian Trustee fails to comply with

Section 7.10;

(2) the U.S. Trustee or Canadian Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to such Trustee under any Bankruptcy Law;

(3) a receiver or public officer takes charge of the U.S. Trustee or

Canadian Trustee or its property; or

(4) the U.S. Trustee or Canadian Trustee becomes incapable of acting.

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

(c) If a successor U.S. Trustee or Canadian Trustee does not take office within 60 days after the retiring U.S. Trustee or Canadian Trustee resigns or is removed, the retiring Trustee (at the Issuers’ expense), the Issuers 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 U.S. Trustee or Canadian Trustee.

(d) If either Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10, such Holder may petition any court of competent jurisdiction for the removal of such Trustee and the appointment of a successor U.S. Trustee or Canadian Trustee, as applicable.

(e) A successor U.S. Trustee or Canadian Trustee shall deliver a written acceptance of its appointment to the retiring U.S. Trustee or Canadian Trustee and to the Issuers. Thereupon, the resignation or removal of the retiring U.S. Trustee or Canadian Trustee shall become effective, and the successor U.S. Trustee or Canadian Trustee shall have all the rights, powers and duties of the U.S. Trustee or Canadian Trustee under this Indenture. The successor U.S. Trustee or Canadian Trustee shall mail a notice of its succession to Holders. The retiring U.S. Trustee or Canadian Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided that all sums owing to the Trustees hereunder have been paid and such transfer shall be subject to the Lien provided for in Section 7.07. Notwithstanding replacement of the U.S. Trustee or Canadian Trustee pursuant to this Section 7.08, the Issuers’ obligations under Section 7.07 shall continue for the benefit of the retiring U.S. Trustee or Canadian Trustee.

(f) As used in this Section 7.08, the term “Trustees” shall also include each Agent; provided that the resignation or removal of an Agent shall be effective immediately with 30 days prior written notice to the Issuers and the Trustees and the tender to the U.S Trustee of the Note Register by the Registrar or any funds held by the Paying Agent pursuant to this Indenture

Section 7.09 Successor Trustee by Merger, etc.If the U.S. Trustee, the Canadian Trustee or any Agent consolidates, amalgamates or merges with or converts into, or transfers all or substantially all of its corporate trust business to, another corporation or national banking association, the successor corporation or national banking association without any further act shall be the successor U.S. Trustee, the Canadian Trustee or any Agent, as applicable, subject to Section 7.10.

Section 7.10 Eligibility; Disqualification.There shall at all times be a U.S. Trustee hereunder that is a corporation or national banking association organized and doing business under the laws of the United States or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus (together with its affiliates) of at least $50,000,000 as set forth in its most recent published annual report of condition. The Issuers have appointed the Canadian Trustee under this Indenture to comply with applicable Canadian laws. For so long as required by applicable Canadian laws, and any other statute of Canada or any province thereof and any regulations thereunder, there shall be a Canadian Trustee under this Indenture. The Canadian Trustee shall, for so long as the Issuers are organized under the laws of Canada or any province thereof, be authorized under the laws of Canada or any province thereof to carry on trust business there. If at any times the Canadian Trustee shall cease to be eligible in accordance with this Section 7.10, it shall immediately notify the Issuers.

ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.The Issuers may, at its option and at any time, elect to have either Section 8.02 or Section 8.03 applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8.

Section 8.02 Legal Defeasance and Discharge.Upon the Issuers’ exercise under Section 8.01 of the option applicable to this Section 8.02, the Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, be deemed to have been discharged from their obligations with respect to this Indenture, all outstanding Notes and Note Guarantees on the date the conditions set forth below are satisfied (“ Legal Defeasance ”). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 and the other Sections of this Indenture referred to in clauses (1) through (4) below, and to have satisfied all of its other obligations under such Notes and this Indenture, including that of the Guarantors (and the U.S. Trustee, on demand of and at the expense of the Issuers, 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 to receive payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due solely out of the trust created pursuant to this Indenture;

(2) the Issuers’ obligations concerning issuing temporary or interim Notes, mutilated, destroyed, lost, or stolen Notes and the maintenance of a registrar and paying agent in respect of the Notes;

(3) the rights, powers, trusts, duties and immunities of the Trustees, and the Issuers’ obligations in connection therewith; and

(4) this Section 8.02.

(b) Following the Issuers’ exercise of their Legal Defeasance option, payment of the Notes may not be accelerated because of an Event of Default.

(c) Subject to compliance with this Article 8, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03.

Section 8.03 Covenant Defeasance.Upon the Issuers’ exercise under Section 8.01 of the option applicable to this Section 8.03, the Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released from their obligations under the covenants contained in Sections 3.10, 4.03, 4.05, 4.06, 4.08, 4.09, 4.10, 4.11, 4.13, 4.14, 4.15, 4.16, 4.17 and 4.18 and clause (4) of Section 5.01(a) with respect to the outstanding Notes, and the Guarantors (other than Parent) shall be deemed to have been discharged from their obligations with respect to all Note Guarantees (other than the Note Guarantee of Parent), on and after the date the conditions set forth in Section 8.04 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 and the outstanding Notes, Parent and its Restricted Subsidiaries 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 6.01(a), but, except as specified above, the remainder of this Indenture, such Notes and the Note Guarantee of Parent shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, an Event of Default specified in Section 6.01(a)(3) (only with respect to Section 4.16 and Section 4.17 and, in the case of Article 5, that resulted solely from the failure of Parent to comply with clause (4) of Section 5.01(a)), Section 6.01(a)(4), Section 6.01(a)(5) (only with respect to covenants that are released as a result of such Covenant Defeasance), Section 6.01(a)(6), Section 6.01(a)(7), Section 6.01(a)(8) (other than with respect to the Note Guarantee of Parent), Section 6.01(a)(9) (solely with respect to Significant Subsidiaries) and Section 6.01(a)(10) (solely with respect to Significant Subsidiaries), in each case, shall not constitute an Event of Default.

Section 8.04 Conditions to Legal or Covenant Defeasance.The following shall be the conditions to the exercise of either the Legal Defeasance option under Section 8.02 or the Covenant Defeasance option under Section 8.03 with respect to the Notes:

(1) the Issuers must deposit or cause to be deposited with the U.S. Trustee as trust funds or property in trust for the purpose of making payment on such Notes an amount of cash or Government Securities as will, together with the income to accrue thereon and reinvestment thereof, be sufficient, solely in the case of amounts comprised in part or in whole of Government Securities, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay, satisfy and discharge the entire principal, interest, if any, premium, if any and any other sums due to the Stated Maturity or an optional redemption date of the Notes;

(2) no Default or Event of Default shall have occurred and be 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 granting of Liens to secure such borrowing);

(3) the Issuers must deliver to each of the Trustees an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or others;

(4) the Issuers must deliver to each of the Trustees an Opinion of Counsel in Canada acceptable to the Trustees in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders of outstanding Notes will not recognize income, gain, or loss for Canadian federal income tax purposes as a result of such legal defeasance or covenant defeasance, as the case may be, and will be subject to Canadian 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 or covenant defeasance, as the case may be, had not occurred;

(5) in the case of legal defeasance, the Issuers must deliver to each of the Trustees an Opinion of Counsel in the United States acceptable to the Trustees in its reasonable judgment confirming that, subject to customary assumptions and exclusions, (a) the Issuers have received from, or there has been published by, the U.S. 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 of outstanding Notes 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;

(6) in the case of covenant defeasance, the Issuers must deliver to each of the Trustees an Opinion of Counsel in the United States acceptable to the Trustees in its reasonable judgment to the effect that, subject to customary assumptions and exclusions, the Holders of 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;

(7) the Issuers must satisfy the Trustees that it has paid, caused to be paid or made provisions for the payment of all applicable expenses of the Trustees;

(8) the legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, any material agreement or instrument (other than this Indenture) to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries is bound; and

(9) the Issuers must deliver to each of the Trustees an Officers’ Certificate stating that all conditions precedent herein provided relating to the legal defeasance or covenant defeasance, as the case may be, have been complied with.

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Section 8.05 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.Any funds or Government Securities deposited with the U.S. Trustee pursuant to the above provisions shall be (a) denominated in the currency or denomination of the Notes in respect of which such deposit is made, (b) irrevocable, and (c) made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustees and which provides for the due and punctual payment of the principal of, premium, if any, and interest on the Notes being defeased.

(b) If the U.S. Trustee or paying agent is unable to apply any funds or Government Securities in accordance with the above provisions by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuers and the Guarantors’ obligations under this Indenture (including the Note Guarantees, as applicable) and the affected Notes shall be revived and reinstated as though no funds or Government Securities had been deposited pursuant to the above provisions until such time as the U.S. Trustee is permitted to apply all such funds or Government Securities in accordance with the above provisions, provided that if the Issuers or any Guarantor has made any payment in respect of principal of, premium, if any, or interest on Notes or, as applicable, other amounts because of the reinstatement of its obligations, the Issuers and such Guarantor, as applicable, shall be subrogated to the rights of the Holders of such Notes to receive such payment from the funds or Government Securities held by the U.S. Trustee

(c) The Issuers will pay and indemnify each of the Trustees against any tax, fee or other charge imposed on or assessed against the cash or Government Securities deposited pursuant to Section 8.04 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.

(d) Anything in this Article 8 to the contrary notwithstanding, the U.S. Trustee will deliver or pay to the Issuers from time to time upon the request of the Issuers any money or Government Securities held by it as provided in Section 8.04 which, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants expressed in a written certification thereof delivered to the U.S. Trustee (which may be the opinion delivered under Section 8.04(a)), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

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Section 8.06 Repayment to the Issuers.Subject to any applicable abandoned property law, any money deposited with the U.S. Trustee or any Paying Agent, or then held by the Issuers, in trust for the payment of the principal, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal, premium, if any, or interest has become due and payable shall be paid to the Issuers on its request or (if then held by the Issuers) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Issuers for payment thereof, and all liability of the U.S. Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuers as trustee thereof, shall thereupon cease; provided , however , that the U.S. Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuers cause to be published once, in The New York Times or The Wall Street Journal (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 Issuers.

Section 8.07 Reinstatement.If the U.S. Trustee or Paying Agent is unable to apply any U.S. dollars or Government Securities in accordance with Section 8.02 or Section 8.03, 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 Issuers’ and the Guarantors’ obligations under this Indenture, the Notes and the Note Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or Section 8.03 until such time as the U.S. Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or Section 8.03, as the case may be; provided that, if the Issuers make any payment of principal, premium, if any, or interest on any Note following the reinstatement of their obligations, the Issuers shall be subrogated to the rights of the Holders to receive such payment from the money held by the U.S. Trustee or Paying Agent.

ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders.Notwithstanding Section 9.02, without the consent of any Holder, the Issuers, the Guarantors and each Trustee may amend or supplement this Indenture, the Notes or the Note Guarantees:

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

(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;

(3) to provide for the assumption of any Issuer’s or a Guarantor’s obligations to Holders in the case of an amalgamation, merger or consolidation or sale of all or substantially all of an Issuer’s or a Guarantor’s assets or otherwise to comply with Section 5.01;

(4) to comply with the rules of any applicable depository;

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(5) to add any additional Guarantors or to evidence the release of any Guarantor from its obligations under its Note Guarantee to the extent that such release is permitted by this Indenture, or to secure the Notes and the Note Guarantees;

(6) to conform the text of this Indenture, the Notes or the Note Guarantees to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Note Guarantees;

(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture;

(8) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder; or

(9) to evidence or provide for the acceptance of appointment under

this Indenture of any successor Trustee.

(b) Upon the request of the Issuers, and upon receipt by the Trustees of the documents described in Section 12.04, each Trustee shall join with the Issuers and the Guarantors 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 neither Trustee shall be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise, in which case such Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.

Section 9.02 With Consent of Holders.Except as provided in Section 9.01 and this Section 9.02, this Indenture, the Notes and the Note Guarantees may be amended or supplemented with the consent of the Holders of a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to Section 6.04 and 6.07, any past default or compliance with any provisions may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Section 2.08 and Section 2.09 shall determine which Notes are considered to be “outstanding” for the purpose of this Section 9.02.

(b) Upon the request of the Issuers, and upon the filing with the U.S. Trustee of evidence satisfactory to the U.S. Trustee of the consent of the Holders as aforesaid, and upon receipt by each of the Trustees of the documents described in Section 12.04, each Trustee shall join with the Issuers and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects such Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case such Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.

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(c) The consent of the Holders is not necessary under this Indenture to approve the particular form of any proposed amendment, supplement or waiver under this Section 9.02. It is sufficient if such consent approves the substance of the proposed amendment or supplement. A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tender. After an amendment, supplement or waiver under this Indenture becomes effective, the Issuers shall give to the Holders a notice briefly describing such amendment, supplement or waiver. However, the failure to give such notice to all the Holders, or any defect in the notice will not impair or affect the validity of any such amendment, supplement or waiver.

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

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

(2) reduce the principal of any Note or change the time for payment thereof (other than with respect to the minimum notice periods required pursuant to Article 3);

(3) reduce the rate of or change the time for payment of interest on any Note; (4) make any Note payable in a currency other than that stated in the Notes;

(5) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes with respect to a non-payment default and a waiver of the payment default that resulted from such acceleration);

(6) impair the right of any Holder to receive payments of principal of, or interest or premium, if any, on the 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;

(7) modify or change any provision of this Indenture or the related definitions affecting the ranking of the Notes or any Note Guarantee in any manner adverse to the Holders;

(8) release Parent or any Subsidiary Guarantor that is a Significant Subsidiary within the meaning of clause (1) of the definition thereof from any of its obligations under its Note Guarantee or this Indenture other than, in the case of a Subsidiary Guarantor, in accordance with the terms of this Indenture; or

(9) modify the amendment or waiver provisions under this Article 9.

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(e) Without the consent of the Holders of at least 66⅔% in principal amount of the Notes then outstanding, an amendment, supplement or waiver may not (with respect to any Notes held by a non-consenting Holder) release any Subsidiary Guarantor that is not a Significant Subsidiary within the meaning of clause (1) of the definition thereof from any of its obligations under its Note Guarantee or this Indenture other than in accordance with the terms of this Indenture.

Section 9.03 [Reserved]Revocation and Effect of Consents.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 U.S. 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 Issuers 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.

Section 9.05 Notation on or Exchange of Notes.The U.S. Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuers in exchange for all Notes may issue and the U.S. 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.

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Section 9.06 Trustees to Sign Amendments, etc.Each Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities or immunities of such Trustee. In executing any amendment, supplement or waiver, such Trustee shall be entitled to receive and (subject to Section 7.01) shall be fully protected in relying upon, in addition to the documents required by Section 12.04, an Officers’ Certificate and an Opinion of Counsel, each stating that the execution of such amendment, supplement or waiver is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuers and any Guarantor party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof.

ARTICLE 10 GUARANTEES

Section 10.01 Guarantee.Subject to this Article 10, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees, on a senior unsecured basis, to each Holder and to the Trustees, Agents and their successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: (1) the principal, premium, if any, and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders, the Trustees or Agents hereunder or under the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise collectively, the “ Guaranteed Obligations .” Failing payment by the Issuers when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

(b) The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever and covenants that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 10.06.

(c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by each of the Trustees, Agents or any Holder in enforcing any rights under this Section 10.01.

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(d) If any Holder, the U.S. Trustee or the Canadian Trustee is required by any court or otherwise to return to the Issuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers or the Guarantors, any amount paid either to the U.S. Trustee, the Canadian Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

(e) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustees, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees.

(f) Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers for liquidation or reorganization, should the Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

(g) In case any provision of any Note Guarantee 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.

(h) Each payment to be made by a Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

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Section 10.02 Limitation on Guarantor Liability.Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent conveyance or a fraudulent transfer for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, each of the Trustees, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 10, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Note Guarantee will be entitled upon payment in full of all Guaranteed Obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor portion of such payment based on the respective net assets of all the Guarantors at the time of such payment, determined in accordance with GAAP.

Section 10.03 Execution and Delivery.To evidence its Note Guarantee set forth in Section 10.01, each Guarantor hereby agrees that this Indenture shall be executed on behalf of such Guarantor by an Officer or person holding an equivalent title.

(b) Each Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01 shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee on the Notes.

(c) If an Officer whose signature is on this Indenture no longer holds that office at the time the U.S. Trustee authenticates the Note, the Note Guarantees shall be valid nevertheless.

(d) The delivery of any Note by the U.S. Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Guarantors.

(e) If required by Section 4.11, the Issuers shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.11 and this Article 10, to the extent applicable.

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Section 10.04 Subrogation.Each Guarantor shall be subrogated to all rights of Holders against the Issuers in respect of any amounts paid by any Guarantor pursuant to the provisions of Section 10.01; provided that, if an Event of Default has occurred and is continuing, no Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuers under this Indenture or the Notes shall have been paid in full.

Section 10.05 Benefits Acknowledged.Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the guarantee and waivers made by it pursuant to its Note Guarantee are knowingly made in contemplation of such benefits.

Section 10.06 Release of Note Guarantees.A Subsidiary Guarantor will be automatically and unconditionally released from its obligations under its Note Guarantee upon the occurrence of any of the following:

(1) in the event of (i) a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor, by way of consolidation, merger, plan of arrangement, amalgamation or otherwise, to a Person that is not (either before or after giving effect to such transaction) Parent or a Restricted Subsidiary or (ii) a sale, exchange, issuance, transfer or other disposition of the Capital Stock of such Subsidiary Guarantor such that it ceases to be a Restricted Subsidiary, in the case of each of the foregoing subclauses (i) and (ii) to the extent that such sale or other disposition is permitted under this Indenture;

(2) if the Issuers designate that Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.14(a), upon the effectiveness of such designation;

(3) if such Guarantor ceases to be an obligor (whether as primary debtor or as a guarantor) in respect of Indebtedness under all Credit Facilities, except a release or discharge by or as a result of payment under a Guarantee under the Credit Facilities (other than the Notes);

(4) upon payment in full in cash of the principal of, accrued and unpaid interest and premium (if any) on, the Notes;

(5) upon the Issuers exercising their legal defeasance or covenant defeasance option set forth in Article 8 or the Issuers’ obligations under this Indenture otherwise being discharged as set forth in Article 11;

(6) upon the liquidation or dissolution of such Guarantor in a transaction or series of transactions that does not violate the terms of this Indenture; or

(7) as described in Article 9.

(b) At the written request of the Issuers and upon delivering to each of the Trustees an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions

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precedent provided for in this Indenture relating to such transaction or release have been complied with, the Trustees shall execute and deliver any documents reasonably required in order to confirm such release, discharge and termination in respect of the applicable Note Guarantee.

(c) The Issuers shall notify the Trustee of such release or discharge of a Guarantee of a Guarantor by delivering to the Trustee an Officers’ Certificate, upon which the Trustee shall have the right to rely. If the Issuers or any Guarantor requires and requests that the Trustee execute and deliver an instrument evidencing a release or discharge of a Guarantor, the Issuers shall provide an Officers’ Certificate and an Opinion of Counsel, each stating that (i) all conditions precedent to such release or discharge have been satisfied and (ii) that such release or discharge is authorized or permitted by the terms of this Indenture.

ARTICLE 11 SATISFACTION AND DISCHARGE

Section 11.01 Satisfaction and Discharge.This Indenture will cease to be of further effect as to all Notes issued thereunder when:

(a) either:

(1) all Notes that have been authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust) have been delivered to the U.S. Trustee for cancellation; or

(2) all Notes that have not been delivered to the U.S. Trustee for cancellation have become due and payable by reason of the delivery of a notice of redemption or otherwise or will become due and payable within one year and the Issuers have irrevocably deposited or caused to be deposited with the U.S. Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, Government Securities, or a combination of cash in U.S. dollars and Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay and discharge the principal, premium, if any, and accrued interest to the date of final maturity or redemption;

(b) 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 or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which Parent or any Restricted Subsidiary is a party or by which Parent or any Restricted Subsidiary is bound;

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(d) the Issuers have delivered irrevocable instructions to the U.S. Trustee under this Indenture to apply the deposited money toward the payment of the Notes at final maturity or the redemption date, as the case may be; and

(e) the Issuers shall deliver to each of the Trustees 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 to satisfaction and discharge have been satisfied.

Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been deposited with the U.S. Trustee pursuant to subclause (2) of clause (a) above, the provisions of Section 11.02 and Section 8.06 shall survive.

Section 11.02 Application of Trust Money.Subject to the provisions of Section 8.06, all money deposited with the U.S. Trustee pursuant to Section 11.01 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 Issuers acting as their own Paying Agent) as the U.S. 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 U.S. Trustee, but such money need not be segregated from other funds except to the extent required by law.

(b) If the U.S. Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 11.01 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 Issuers’ and any Guarantor’s obligations under this Indenture, the Notes and the Note Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01; provided that if the Issuers have made any payment of principal, premium, if any, or interest on any Notes because of the reinstatement of its obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the U.S. Trustee or Paying Agent, as the case may be.

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ARTICLE 12 MISCELLANEOUS

Section 12.01 Concerning the Trust Indenture Act .Except with respect to specific provisions of the Trust Indenture Act expressly referenced in the provisions of this Indenture, the Trust Indenture Act shall not be applicable to, and shall not govern this Indenture, the Notes and the Notes Guarantees.

Section 12.02 Notices.Any notice or communication to the Issuers, any Guarantor, the U.S. Trustee or the Canadian Trustee is duly given if in writing and (1) delivered in person, (2) mailed by first-class mail (certified or registered, return receipt requested), postage prepaid, or overnight air courier guaranteeing next day delivery or (3) sent by facsimile or electronic transmission, to its address:

if to the Issuers or any Guarantor:

c/o Superior Plus Corp. Suite 401, 200 Wellington Street West Toronto, Ontario M5V 3C7 Fax No.: (416) 340-6030 Attention: Corporate Secretary

with a copy to:

Torys LLP 1114 Avenue of the Americas, 23[rd] Floor Fax No: (212) 682-0200 Email: [email protected] Attention: Mile Kurta, Esq. if to the U.S. Trustee: Computershare Trust Company, N.A. 6200 S. Quebec St. Greenwood Village CO 80111 Fax No.: (303) 262-0608 Attention: Corporate Trust if to the Canadian Trustee: Computershare Trust Company of Canada 800, 324 – 8[th] Avenue SW Calgary, AB T2P 2Z2 Fax No.: (403) 267-6598 Email: [email protected] Attention: Manager, Corporate Trust

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The Issuers, any Guarantor or each of the Trustees, by like notice, may designate additional or different addresses for subsequent notices or communications.

(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 U.S. Trustee or the Canadian Trustee shall be deemed effective upon actual receipt thereof.

(c) Any notice or communication to a Holder shall be mailed by first-class mail (certified or registered, return receipt requested), postage prepaid, or by overnight air courier guaranteeing next day delivery to its address shown on the Note Register or by such other delivery system as each 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 each Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

(e) Notwithstanding any other provision herein, where this Indenture provides for notice of any event to any Holder of an interest in a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depository for such Note (or its designee), according to the applicable procedures of such Depository, if any, prescribed for the giving of such notice.

(f) Each 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 each 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. Each Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from such 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 Issuers mail a notice or communication to Holders, they shall mail a copy to each Trustee and each Agent at the same time.

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Section 12.03 [Reserved]Certificate and Opinion as to Conditions Precedent.Upon any request or application by the Issuers or any Guarantor to the Trustees to take any action under this Indenture, the Issuers or such Guarantor, as the case may be, shall furnish to the Trustees:

(1) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustees (which shall include the statements set forth in Section 12.05) 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 and substance reasonably satisfactory to the Trustees (which shall include the statements set forth in Section 12.05) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; provided that (A) no Opinion of Counsel shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustees of a supplemental indenture to this Indenture, the form of which is attached as Exhibit C and (B) no Opinion of Counsel pursuant to this Section shall be required in connection with the issuance of Notes on the Issue Date.

Section 12.05 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 a certificate provided pursuant to Section 4.07) shall include:

(1) a statement that the Person making such certificate or opinion has read such covenant or condition;

(2) 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;

(3) 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

(4) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

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Section 12.06 Rules by U.S. Trustee and Agents.The U.S. Trustee 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.

Section 12.07 No Personal Liability of Directors, Officers, Employees, Incorporators and Stockholders.No director, officer, employee, incorporator, or holder of Capital Stock of the Issuers or any Guarantor, as such, will have any liability for any obligations of the Issuers or the Guarantors under the Notes, this Indenture, the Note Guarantees 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.

Section 12.08 Governing Law.THIS INDENTURE, THE NOTES AND ANY NOTE GUARANTEE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK; PROVIDED , HOWEVER , THAT THE DUTIES AND RIGHTS OF THE CANADIAN TRUSTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE PROVINCE OF ALBERTA, CANADA.

Section 12.09 Waiver of Jury Trial.EACH OF THE ISSUERS, THE GUARANTORS AND THE TRUSTEES 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, THE NOTE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 12.10 Force Majeure.In no event shall any Trustee be responsible or liable 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, earthquakes, epidemics, economic sanctions or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services; it being understood that each Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances (and performance times or deadlines under this Indenture shall be extended as reasonably necessary because of any delay that is excusable under this Section 12.10).

Section 12.11 No Adverse Interpretation of Other Agreements.This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuers or their Restricted Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 12.12 Successors.All agreements of the Issuers in this Indenture and the Notes shall bind their successors. All agreements of each Trustee in this Indenture shall bind its successors. All agreements of each Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 10.06.

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Section 12.13 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.

Section 12.14 Counterpart Originals.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.

Section 12.15 Table of Contents, Headings, etc.The Table of Contents 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.

Section 12.16 Facsimile and PDF Delivery of Signature Pages.The exchange of copies of this Indenture and of signature pages by facsimile or portable document format (“ PDF ”) transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

Section 12.17 U.S.A. PATRIOT Act.The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. PATRIOT Act, each Trustee is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustees. The parties to this Indenture agree that they will provide each Trustee with such information as it may request in order for the Trustees to satisfy the requirements of the U.S.A. PATRIOT Act.

Section 12.18 Canadian Trustee’s Compliance with Ani-Money Laundering and Suppression of Terrorism Legislation.The Issuers hereby represent to the Canadian Trustee that any account to be opened by, or interest to be held by the Canadian Trustee in connection with this Indenture, for or to the credit of such party, either (i) is not intended to be used by or on behalf of any third party or (ii) is intended to be used by or on behalf of a third party, in which case such party hereto agrees to complete and execute forthwith a declaration in the Canadian Trustee’s prescribed form as to the particulars of such third party.

(b) The Canadian 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 Canadian Trustee, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering, anti-terrorist legislation or economic sanctions legislation, regulation or guideline. Further, should the Canadian 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, anti-terrorist legislation or economic sanctions legislation, regulation or guideline, then it shall have the right to resign on 10 days’ written notice to all parties provided (i) that the Canadian Trustee’s written notice shall describe in detail the circumstances of such non-compliance and (ii) that if such circumstances are rectified to the Canadian Trustee’s satisfaction, acting reasonably, within such 10 day period, then such resignation shall not become effective.

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Section 12.19 Payments Due on Non-Business Days.In any case where any Interest Payment Date, redemption date or repurchase date or the Stated Maturity of the Notes shall not be a Business Day, then (notwithstanding any other provision of this Indenture or of the Notes) payment of principal, premium, if any, or interest on the Notes need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, redemption date or repurchase date, or at the Stated Maturity of the Notes, provided that no interest will accrue for the period from and after such Interest Payment Date, redemption date, repurchase date or Stated Maturity, as the case may be.

Section 12.20 Submission to Jurisdiction.The Issuers and each Guarantor not organized in the United States shall appoint CT Corporation, as its agent for service of process in any suit, action or proceeding with respect to this Indenture, the Notes and the Note Guarantees and for actions brought under the U.S. federal or state securities laws brought in any U.S. federal or state court located in the Borough of Manhattan in the County and City of New York. The Issuers and each Guarantor irrevocably and unconditionally submit to the exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan in the County and City of New York in any suit, action or proceeding arising out of or relating to this Indenture, the Notes or the Note Guarantees and for actions brought under the U.S. federal or state securities laws. Service of any process on CT Corporation in any such action (and written notice of such service to the Issuers) shall be effective service of process against the Issuers or any Guarantor for any suit, action or proceeding brought in any such court. The Issuers and each Guarantor irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. A final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon the Issuers and each Guarantor and may be enforced in any other courts to whose jurisdiction the Issuers and each Guarantor is or may be subject, by suit upon judgment. The Issuers and each Guarantor further agrees that nothing herein shall affect any Holder’s right to effect service of process in any other manner permitted by law or bring a suit action or proceeding (including a proceeding for enforcement of a judgment) in any other court or jurisdiction in accordance with applicable law.

Section 12.21 Judgment Currency.If for the purposes of obtaining judgment in any court it is necessary to convert a sum due under this Indenture to the Holder from U.S. dollars to another currency, the Issuers and each Guarantor have agreed, and each Holder by holding such Note will be deemed to have agreed, to the fullest extent that the Issuers, each Guarantor and they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures such Holder could purchase U.S. dollars with such other currency in New York City, New York on the Business Day preceding the day on which final judgment is given.

(b) The Issuers’ and Guarantors’ obligations to any Holder will, notwithstanding any judgment in a currency (the “ Judgment Currency ”) other than U.S. dollars, be discharged only to the extent that on the Business Day following receipt by such Holder or the U.S. Trustee, as the case may be, of any amount in such Judgment Currency, such Holder may in accordance with normal banking procedures purchase U.S. dollars with the Judgment Currency. If the amount of the U.S. dollars so purchased is less than the amount originally to be paid to such Holder or the U.S. Trustee in the Judgment Currency (as determined in the manner set forth in the preceding paragraph), as the case may be, each of the Issuers and the Guarantors, jointly

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and severally, agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Holder and the U.S. Trustee, as the case may be, against any such loss. If the amount of the U.S. dollars so purchased is more than the amount originally to be paid to such Holder or the U.S. Trustee, as the case may be, such Holder or the U.S. Trustee, as the case may be, will pay the Issuers and the Guarantors, such excess; provided that such Holder or the U.S. Trustee, as the case may be, shall not have any obligation to pay any such excess as long as a Default under the Notes or this Indenture has occurred and is continuing or if the Issuers or the Guarantors shall have failed to pay any Holder or the U.S. Trustee any amounts then due and payable under such Note or this Indenture, in which case such excess may be applied by such Holder or the U.S. Trustee to such Obligations.

[ Signatures on following pages ]

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Issuers:

SUPERIOR PLUS LP , by its General Partner, SUPERIOR GENERAL PARTNER INC.

By: (signed) “ Beth Summers” Name: Beth Summers Title: Executive Vice-President and Chief Financial Officer

SUPERIOR GENERAL PARTNER INC.

By: (signed) “ Beth Summers” Name: Beth Summers Title: Executive Vice-President and Chief Financial Officer

Guarantors:

By: (signed) “ Beth Summers” Name: Beth Summers Title: Executive Vice-President and Chief Financial Officer