Superior Plus Corp.

Execution Version

TRUST INDENTURE

DATED AS OF THE 18[th] DAY OF MAY, 2021

BETWEEN

SUPERIOR PLUS LP, AS ISSUER

AND

COMPUTERSHARE TRUST COMPANY OF CANADA, AS TRUSTEE

PROVIDING FOR THE ISSUE OF NOTES

Contents

Page

ARTICLE 1 INTERPRETATION ........................................................................................................... 1	ARTICLE 1 INTERPRETATION ........................................................................................................... 1
1.1	Definitions .................................................................................................................... 1
1.2	Meaning of “Outstanding” .......................................................................................... 28
1.3	Interpretation ............................................................................................................. 29
1.4	Headings, Etc. ........................................................................................................... 29
1.5	Statute Reference ...................................................................................................... 30
1.6	Day not a Business Day ............................................................................................ 30
1.7	Applicable Law .......................................................................................................... 30
1.8	Monetary References ................................................................................................ 30
1.9	Invalidity, Etc. ............................................................................................................ 30
1.10	Language ................................................................................................................... 30
1.11	Successors and Assigns ........................................................................................... 30
1.12	Benefits of Indenture ................................................................................................. 30
1.13	Accounting Terms; Changes in Generally Accepted Accounting Principles ............. 30
ARTICLE 2 THE NOTES .................................................................................................................... 31
2.1	Issue and Designation of Notes; Ranking ................................................................. 31
2.2	Issuance in Series ..................................................................................................... 31
2.3	Form of Notes ............................................................................................................ 32
2.4	Execution, Authentication and Delivery of Notes ...................................................... 33
2.5	Registrar and Paying Agent....................................................................................... 34
2.6	Paying Agent to Hold Money in Trust ........................................................................ 34
2.7	Book Entry Only Notes .............................................................................................. 35
2.8	Global Notes .............................................................................................................. 35
2.9	Interim Notes ............................................................................................................. 36
2.10	Mutilation, Loss, Theft or Destruction ........................................................................ 36
2.11	Concerning Interest ................................................................................................... 37
2.12	Payments of Amounts Due on Maturity ..................................................................... 38
2.13	Legends on Notes ..................................................................................................... 39
2.14	Payment of Interest ................................................................................................... 40
2.15	Record of Payment .................................................................................................... 41
2.16	Representation Regarding Third Party Interest ......................................................... 42
ARTICLE 3 TERMS OF THE 2028 NOTES ........................................................................................ 42
3.1	Definitions .................................................................................................................. 42
3.2	Creation and Designation of the 2028 Notes ............................................................ 43

Contents (continued)

Page

3.3	Aggregate Principal Amount ...................................................................................... 43
3.4	Authentication ............................................................................................................ 43
3.5	Date of Issue and Maturity......................................................................................... 44
3.6	Interest ....................................................................................................................... 44
3.7	Optional Redemption ................................................................................................. 44
3.8	Optional Redemption for Changes in Withholding Taxes ......................................... 45
3.9	Mandatory Redemption and Market Purchases ........................................................ 46
3.10	Form and Denomination of the 2028 Notes .............................................................. 46
3.11	Currency of Payment ................................................................................................. 46
3.12	Additional Amounts .................................................................................................... 46
3.13	Appointment .............................................................................................................. 49
3.14	Inconsistency ............................................................................................................. 49
3.15	Reference to Principal, Premium, Interest, etc. ......................................................... 49
ARTICLE 4 REGISTRATION, TRANSFER, EXCHANGE AND OWNERSHIP ................................. 49
4.1	Register of Certificated Notes.................................................................................... 49
4.2	Global Notes .............................................................................................................. 50
4.3	Transferee Entitled to Registration ............................................................................ 51
4.4	No Notice of Trusts .................................................................................................... 51
4.5	Registers Open for Inspection ................................................................................... 51
4.6	Transfers and Exchanges of Notes ........................................................................... 51
4.7	Charges for Registration, Transfer and Exchange .................................................... 57
4.8	Ownership of Notes ................................................................................................... 57
4.9	Cancellation and Destruction..................................................................................... 58
ARTICLE 5 REDEMPTION AND PURCHASE OF NOTES ............................................................... 58
5.1	Redemption of Notes ................................................................................................. 58
5.2	Places of Payment ..................................................................................................... 58
5.3	Partial Redemption .................................................................................................... 58
5.4	Notice of Redemption ................................................................................................ 59
5.5	Qualified Redemption Notice ..................................................................................... 59
5.6	Notes Due on Redemption Dates .............................................................................. 60
5.7	Deposit of Redemption Monies ................................................................................. 60
5.8	Failure to Surrender Notes Called for Redemption ................................................... 60
5.9	Cancellation of Notes Redeemed .............................................................................. 61

Contents (continued)

Page

5.10	Purchase of Notes for Cancellation ........................................................................... 61
ARTICLE 6 COVENANTS OF THE ISSUER ...................................................................................... 62
6.1	Payment of Principal, Premium, and Interest ............................................................ 62
6.2	Existence ................................................................................................................... 62
6.3	Payment of Taxes and Other Claims ........................................................................ 62
6.4	Keeping of Books ...................................................................................................... 63
6.5	Statement by Officers ................................................................................................ 63
6.6	Provision of Reports and Financial Statements ........................................................ 63
6.7	Designation of Subsidiaries as Restricted or Unrestricted ........................................ 64
6.8	Limitation on Liens ..................................................................................................... 65
6.9	Restricted Payments ................................................................................................. 65
6.10	Incurrence of Indebtedness and Issuance of Disqualified Stock or Preferred
	Stock .......................................................................................................................... 69
6.11	Dividends and Other Payment Restrictions Affecting Restricted Affiliates ............... 73
6.12	Transactions with Affiliates ........................................................................................ 75
6.13	Compliance with Applicable Laws ............................................................................. 76
6.14	Asset Sales ................................................................................................................ 76
6.15	Purchase of Notes upon a Change of Control Triggering Event ............................... 79
6.16	SEC Reporting Covenant .......................................................................................... 81
6.17	Covenant Termination ............................................................................................... 82
ARTICLE 7 DEFAULT AND ENFORCEMENT .................................................................................. 82
7.1	Events of Default ....................................................................................................... 82
7.2	Acceleration of Maturity; Rescission, Annulment and Waiver ................................... 84
7.3	Collection of Indebtedness and Suits for Enforcement by Trustee ........................... 87
7.4	Trustee May File Proofs of Claim .............................................................................. 87
7.5	Trustee May Enforce Claims Without Possession of Notes ...................................... 88
7.6	Application of Monies by Trustee .............................................................................. 88
7.7	No Suits by Holders ................................................................................................... 89
7.8	Unconditional Right of Holders to Receive Principal, Premium and Interest ............ 89
7.9	Restoration of Rights and Remedies ......................................................................... 89
7.10	Rights and Remedies Cumulative ............................................................................. 90
7.11	Delay or Omission Not Waiver .................................................................................. 90
7.12	Control by Holders ..................................................................................................... 90
7.13	Notice of Event of Default .......................................................................................... 90

Contents (continued)

Page

7.14	Waiver of Stay or Extension Laws ............................................................................. 90
7.15	Undertaking for Costs ................................................................................................ 91
7.16	Judgment Against the Issuer ..................................................................................... 91
7.17	Immunity of Officers and Others ................................................................................ 91
7.18	Notice of Payment by Trustee ................................................................................... 91
7.19	Trustee May Demand Production of Notes ............................................................... 91
ARTICLE 8 DISCHARGE AND DEFEASANCE ................................................................................. 92
8.1	Satisfaction and Discharge ........................................................................................ 92
8.2	Option to Effect Legal Defeasance or Covenant Defeasance ................................... 92
8.3	Legal Defeasance and Discharge ............................................................................. 93
8.4	Covenant Defeasance ............................................................................................... 93
8.5	Conditions to Legal or Covenant Defeasance ........................................................... 94
8.6	Application of Trust Funds ......................................................................................... 95
8.7	Repayment to the Issuer ........................................................................................... 95
8.8	Continuance of Rights, Duties and Obligations ......................................................... 96
ARTICLE 9 MEETINGS OF HOLDERS ............................................................................................. 96
9.1	Purpose, Effect and Convention of Meetings ............................................................ 96
9.2	Notice of Meetings ..................................................................................................... 96
9.3	Chair .......................................................................................................................... 98
9.4	Quorum ...................................................................................................................... 98
9.5	Power to Adjourn ....................................................................................................... 98
9.6	Voting ......................................................................................................................... 98
9.7	Poll ............................................................................................................................. 98
9.8	Proxies ....................................................................................................................... 99
9.9	Persons Entitled to Attend Meetings ......................................................................... 99
9.10	Powers Exercisable by Extraordinary Resolution...................................................... 99
9.11	Powers Cumulative .................................................................................................. 101
9.12	Minutes .................................................................................................................... 101
9.13	Instruments in Writing .............................................................................................. 101
9.14	Binding Effect of Resolutions................................................................................... 101
9.15	Evidence of Rights of Holders ................................................................................. 102
ARTICLE 10	SUCCESSORS TO THE ISSUER AND THE RESTRICTED AFFILIATES ................ 102
10.1	Restrictions on Amalgamation, Consolidation, Merger and Sale of Certain
	Assets ...................................................................................................................... 102

Contents (continued)

Page

10.2	Vesting of Powers in Successor .............................................................................. 104
ARTICLE 11 CONCERNING THE TRUSTEE .................................................................................. 104
11.1	No Conflict of Interest .............................................................................................. 104
11.2	Replacement of Trustee .......................................................................................... 104
11.3	Duties of Trustee ..................................................................................................... 105
11.4	Reliance Upon Declarations, Opinions, etc. ............................................................ 105
11.5	Evidence and Authority to Trustee, Opinions, etc. .................................................. 106
11.6	Officers’ Certificates Evidence................................................................................. 107
11.7	Experts, Advisers and Agents ................................................................................. 107
11.8	Trustee May Deal in Notes ...................................................................................... 107
11.9	Investment of Monies Held by Trustee .................................................................... 107
11.10	Trustee Not Ordinarily Bound .................................................................................. 108
11.11	Trustee Not Required to Give Security .................................................................... 108
11.12	Trustee Not Bound to Act on Issuer’s Request ....................................................... 108
11.13	Conditions Precedent to Trustee’s Obligations to Act Hereunder ........................... 108
11.14	Authority to Carry on Business ................................................................................ 109
11.15	Compensation and Indemnity .................................................................................. 109
11.16	Acceptance of Trust ................................................................................................. 109
11.17	Anti-Money Laundering ........................................................................................... 110
11.18	Privacy 110
ARTICLE 12 AMENDMENT, SUPPLEMENT AND WAIVER .......................................................... 110
12.1	Ordinary Consent .................................................................................................... 110
12.2	Special Consent ...................................................................................................... 111
12.3	Without Consent ...................................................................................................... 112
12.4	Limited Condition Transactions: Measuring Compliance ........................................ 112
12.5	Form of Consent ...................................................................................................... 114
12.6	Supplemental Indentures......................................................................................... 114
ARTICLE 13 NOTE GUARANTEES ................................................................................................. 115
13.1	Issuance of Note Guarantees .................................................................................. 115
13.2	Release of Note Guarantees ................................................................................... 116
ARTICLE 14 NOTICES ..................................................................................................................... 117
14.1	Notice to Issuer ........................................................................................................ 117
14.2	Notice to Holders ..................................................................................................... 117

Page

Contents (continued)

14.3	Notice to Trustee ..................................................................................................... 117
14.4	Mail Service Interruption .......................................................................................... 118
ARTICLE 15	MISCELLANEOUS ...................................................................................................... 118
15.1	Copies of Indenture ................................................................................................. 118
15.2	Force Majeure ......................................................................................................... 118
ARTICLE 16	EXECUTION AND FORMAL DATE ............................................................................ 118
16.1	Execution ................................................................................................................. 118
16.2	Formal Date ............................................................................................................. 118

APPENDICES

APPENDIX A	-	FORM OF	2028 NOTE
APPENDIX B	-	FORM OF	CERTIFICATE OF TRANSFER
APPENDIX C	-	FORM OF	NOTE GUARANTEE
APPENDIX D	-	FORM OF	POSITION REPRESENTATION

THIS INDENTURE made as of the 18[th] day of May, 2021.

BETWEEN:

SUPERIOR PLUS LP , an Ontario Limited Partnership having its head office in the City of Toronto, in the Province of Ontario (hereinafter called the “ Issuer ”);

AND

COMPUTERSHARE TRUST COMPANY OF CANADA , a trust

company subsisting under the laws of Canada and registered to carry on business in Canada (hereinafter called the “ Trustee ”).

WITNESSETH THAT:

WHEREAS the Issuer considers it desirable for its business purposes to create and issue Notes of one or more series from time to time in the manner and subject to the terms and conditions set forth in this Indenture from time to time.

AND WHEREAS the Issuer has duly authorized the issuance by it under this Indenture of $500,000,000 aggregate principal amount of its 4.25% Senior Unsecured Notes due May 18, 2028.

NOW THEREFORE it is hereby covenanted, agreed and declared as set forth herein:

ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Indenture (including the recitals hereto) and in the Notes, unless there is something in the subject matter or context inconsistent therewith, the expressions following shall have the following meanings:

“ 144A U.S. Legend ” has the meaning given to that term in Section 2.13(a).

“ 1933 Act ” means the United States Securities Act of 1933, as amended, and including the rules and regulations promulgated thereunder.

“ 1934 Act ” means the United States Securities Exchange Act of 1934, as amended, and including the rules and regulations promulgated thereunder.

“ 2028 Notes ” means the 4.25% Senior Unsecured Notes due May 18, 2028 created and designated pursuant to Section 3.2.

“ Accounting Change ” has the meaning set forth in Section 1.13.

“ Accounting Change Notice ” has the meaning set forth in Section 1.13.

“ Acquired Debt ” has the meaning given to such term in Section 6.10(c)(iii).

“ Additional Amounts ” has the meaning set forth in Section 3.12.

“ Additional Notes ” means Notes of any series (other than the Notes issued on the initial issue date of the relevant series of Notes and any Notes issued in exchange or in replacement (in whole or in part) for such initial Notes) issued under this Indenture in accordance with Section 2.2.

“ 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.

“ Affiliate Transaction ” has the meaning given to that term in Section 6.12(a).

“ Alternate Offer ” has the meaning given to that term in Section 6.15(i)(iii).

“ Applicable Procedures ” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depository that apply to such transfer or exchange.

“ 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 the Issuer or any Restricted Affiliate; provided that the sale, lease, conveyance or other disposition of all or substantially all of the properties or assets of Parent and its Subsidiaries taken as a whole will be governed by Section 6.15 or 10.1 and not Section 6.14; and
(2) (i) the issuance of Equity Interests by any of the Issuer’s Restricted Affiliates (but for greater certainty excluding any issuance of Equity Interests by Parent) or (ii) the sale by the Issuer or any of its Restricted Affiliates 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:

(a) any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $35.0 million;
(b) a sale, lease, conveyance or other disposition of assets between or among the Issuer and its Restricted Affiliates;
(c) an issuance or sale of Equity Interests by a Restricted Affiliate to the Issuer or to another Restricted Affiliate or by the Issuer to Parent or to Superior GP (including Preferred Stock or Disqualified Stock of Restricted Affiliates issued in compliance with Section 6.10);

(d) 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;
(e) 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 the Issuer and its Restricted Affiliates in the ordinary course of business for the Fair Market Value thereof);
(f) the sale or other disposition of cash or Cash Equivalents, Hedging Obligations or other financial instruments in the ordinary course of business;
(g) any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties or assets of the Issuer and its Restricted Affiliates taken as a whole, in one or more related transactions, to another Person, pursuant to Section 10.1;
(h) any Restricted Payment that is permitted by Section 6.9 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 6.9;
(i) 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);
(j) the surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind;
(k) dispositions of receivables owing to the Issuer or any of its Restricted Affiliates 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;
(l) 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 the Issuer and its Restricted Affiliates;
(m) any sale of assets received by the Issuer or any of its Restricted Affiliates upon foreclosure of a Lien;
(n) any sale, issuance or other disposition of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Affiliate;
(o) a sale, transfer or other disposition of assets by the Issuer or any of its Restricted Affiliates in connection with a corporate reorganization that is carried out as a step transaction if:
(i) the step transaction is completed within three Business Days; and
(ii) at the completion of the step transaction, such assets are owned by the Issuer or any of its Restricted Affiliates;
(p) 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

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

“ Asset Sale Offer ” has the meaning given to that term in Section 6.14(e).

“ Asset Sale Offer Amount ” has the meaning given to that term in Section 6.14(g).

“ Asset Sale Offer Period ” has the meaning given to that term in Section 6.14(g).

“ Asset Sale Purchase Date ” has the meaning given to that term in Section 6.14(g).

“ 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”.

“ Authentication Order ” has the meaning given to that term in Section 2.4(c).

“ Bankruptcy Law ” means the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), and the Winding Up and Restructuring Act (Canada), each as now and hereafter in effect, 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 Holder ” means any Person who holds a beneficial ownership interest in Global Notes, as shown on the books of the Depository or a Participant.

“ Board of Directors ” means:

(a) 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;
(b)
with respect to a partnership, the Board of Directors of the general partner of the partnership;
(c) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and
(d) with respect to any other Person, the board or committee of such Person serving a similar function.

“ Board Resolution ” means a copy of a resolution certified by any officer of the Issuer to have been duly adopted by the Board of Directors of the Issuer and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“ Book Entry Only Notes ” means Notes of a series which, in accordance with the terms applicable to such series, are to be held only by or on behalf of the Depository.

“ Business Day ” means any day other than a Saturday or Sunday and other than any other day on which the Trustee’s office in Calgary, Alberta and Toronto, Ontario, is not generally open for business, and other than any other day on which Canadian chartered banks are generally closed in Toronto, Ontario.

“ Calculation Date ” has the meaning given to that term in the definition of Fixed Charge Coverage Ratio.

“ Canadian Private Placement Legend ” means the legend set forth in Section 2.13(a), which is required to be placed on all Notes issued under this Indenture until such legend is no longer required under Applicable Securities Legislation.

“ 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:

(a) in the case of a corporation, share capital or capital stock;
(b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;
(c) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and
(d) 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:

(a) Canadian dollars or United States dollars;
(b) 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;
(c) 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;

(d) repurchase obligations with a term of not more than 365 days for underlying securities of the types described in clauses (b) and (c) above entered into with any financial institution meeting the qualifications specified in clause (c) above;
(e) 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;
(f) 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
(g) money market or investment funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (a) through (f) 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.

“ CDS ” means CDS Clearing and Depository Services Inc. and its successors.

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

(a) 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 or group of Persons acting jointly or in concert for purposes of such transaction;
(b) the adoption of a plan relating to the liquidation or dissolution of the Issuer or Parent (except, in each case, in a transaction that compiles with Section 10.1);
(c) 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 Persons acting jointly or in concert for purposes of such transaction becomes the Beneficial Holder, directly or indirectly, of more than 50% of the Voting Stock of Parent, measured by voting power rather than number of shares; or
(d) Parent ceases to own, directly or indirectly, more than 50% of the Voting Stock of the Issuer, measured by voting power rather than number of shares, units or other partnership interests.

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 the Issuer and its Restricted Affiliates, (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 (a), (b) or (c) 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 Offer ” has the meaning given to that term in Section 6.15(a).

“ Change of Control Payment ” has the meaning given to that term in Section 6.15(a).

“ Change of Control Payment Date ” has the meaning given to that term in Section 6.15(a).

“ 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):

(a) 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
(b) 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
(c) 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
(d) 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
(e) 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 the Issuer and its Restricted Affiliates 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 the Issuer and its Restricted Affiliates (determined on a consolidated basis in accordance with GAAP), without duplication:

(a) the amortization of debt discount and debt issuance costs; plus
(b) the amortization of all fees (including, without limitation, fees with respect to Hedging Obligations) payable in connection with the incurrence of Indebtedness; plus
(c) interest payable on Capital Lease Obligations and Attributable Debt; plus
(d) payments in the nature of interest pursuant to Hedging Obligations; plus
(e) 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, the Issuer or any of its Restricted Affiliates; minus
(f) the total interest income of the Issuer and its Restricted Affiliates 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 the Issuer and its Restricted Affiliates 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:

(a) 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;
(b) the cumulative effect of a change in accounting principles;
(c) 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;
(d) 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;
(e) any extraordinary or non-recurring gains or losses, together with any related provision for taxes on such extraordinary or non-recurring gains or losses;
(f) any net earnings (losses) from discontinued operations;
(g) any net earnings (losses) of any Person (other than the Issuer) that is not a Restricted Affiliate 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 the Issuer or a Restricted Affiliate, or (ii) losses funded with cash or Cash Equivalents from the Issuer or a Restricted Affiliate; and

(h) solely for the purpose of determining the amount available for Restricted Payments under Section 6.9(a)(iv)(C)(1), any net earnings (but not any loss) of any Restricted Affiliate, to the extent that the declaration or payment of dividends or similar distributions by that Restricted Affiliate 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 Affiliate 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 the Issuer and its Restricted Affiliates 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.

“ Counsel ” means a barrister or solicitor or firm of barristers or solicitors retained or employed by the Trustee or retained or employed by the Issuer and reasonably acceptable to the Trustee.

“ Credit Agreement ” means the second amended and restated credit agreement dated April 9, 2021 among the Issuer, Superior GP and Superior Plus US Financing Inc., as borrowers, The Bank of Nova Scotia, as administration agent and the financial institutions party thereto, as lenders, from time to time, providing for, among other things a revolving term credit facility in the aggregate amount of $750.0 million (with an option for the borrowers to increase the aggregate principal amount up to $1,050.0 billion subject to lender consent) including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

“ Credit Facilities ” means one or more credit or debt facilities (including, without limitation, under the Credit Agreement), 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 any receiver, receiver-manager, trustee, assignee, liquidator, sequestrator, monitor, or similar official under any Bankruptcy Law.

“ Customary Recourse Exceptions ” means, with respect to any Non-Recourse Debt of an Unrestricted Affiliate, exclusions from the exculpation provisions with respect to such Non-Recourse Debt for the voluntary bankruptcy of such Unrestricted Affiliate, 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 nonrecourse financings.

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

“ Debt Issuances ” means, with respect to the Issuer or any of its Restricted Affiliates, 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 under this Indenture.

“ Definitive Note ” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Sections 4.2(b) and 4.6 hereof, substantially in the form set out in the Supplemental Indenture providing for the relevant series of Notes (or, in the case of the 2028 Notes, set out in Appendix A hereto), except that such Note will not bear the Global Note Legend.

“ Depository ” means CDS and such other Person as is designated in writing by the Issuer and acceptable to the Trustee to act as depository in respect of any series of Book Entry Only Notes.

“ 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.

“ Description of the Notes ” means the Section of the Term Sheet and Placement Memorandum titled “Description of the Notes”.

“ Designated Non-cash Consideration ” means the Fair Market Value of non-cash and non-Cash Equivalents consideration as described in Section 6.14(a)(ii), received by the Issuer or a Restricted Affiliate 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 DBRS, S&P, Moody’s or Fitch, or if DBRS, 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 Issuer (as certified in an Officers’ Certificate delivered to the Trustee) which shall be substituted for DBRS, S&P, Moody’s or Fitch, as the case may be.

“ Directing Holder ” has the meaning given to that term in Section 7.2(e).

“ 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 favourable to the holders of such Capital Stock than the provisions contained in Sections 6.14 and 6.15 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 Issuer’s repurchase of such of the Notes as are required to be repurchased pursuant to Sections 6.14 and 6.15, 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 6.9.

“ 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 any issuance or sale of Disqualified Stock) of Parent other than:

(i) offerings with respect to Parent’s common stock registered on Form F-4, Form S-4 or Form S-8 registration statements under the 1933 Act (or qualified by a prospectus filed under any similar form under Applicable Securities Legislation in similar circumstances); and
(j) issuances to any Subsidiary of Parent.

“ Event of Default ” has the meaning given to that term in Section 7.1 and any other event defined as an “Event of Default” in this Indenture.

“ 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:

(a) Consolidated Interest Expense for such period; and
(b) consolidated cash income taxes payable by the Issuer and its Restricted Affiliates in respect of the earnings attributable solely to such period.

“ Excess Proceeds ” has the meaning given to that term in Section 6.14(d).

“ Existing Indebtedness ” means Indebtedness of the Issuer and its Restricted Affiliates in existence on the Issue Date (other than Indebtedness under the Credit Facilities incurred under clause (i) of the definition of “Permitted Debt” in Section 6.10(b) 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 the Issuer due February 27, 2024, the $370.0 million aggregate principal amount of 5.125% senior unsecured notes of the Issuer due August 27, 2025 and the US$600.0 million aggregate principal amount of 4.500% senior unsecured notes of the Issuer and Superior GP due March 15, 2029.

“ Extraordinary Resolution ” means in respect of Notes, subject to Section 9.13, a resolution passed as an extraordinary resolution by the affirmative votes of the Holders of at least 66⅔% of the outstanding principal amount of Notes represented and voting on a poll at a meeting of affected Holders duly convened for the purpose and held in accordance with the provisions of this Indenture, or in the case of any series of Notes, a resolution passed as an extraordinary resolution by the affirmative votes of the Holders of at least 66⅔% of the outstanding principal amount of such series of Notes, represented and voting on a poll at a meeting of affected Holders of such series duly convened for the purpose and held in accordance with the provisions of this Indenture.

“ Facility Indebtedness ” means any Indebtedness under the Credit Facilities or any Indebtedness incurred to replace or refinance all or any portion of the Indebtedness under the Credit Facilities.

“ 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 the Chief Financial Officer of Superior GP.

“ FATCA ” has the meaning given to such term under Section 3.12(b)(viii).

“ Financial Reports ” has the meaning given to that term in Section 6.6(a).

“ 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 the Issuer and its Restricted Affiliates for such period.

For purposes of calculating the Fixed Charge Coverage Ratio:

(a) in the event that the Issuer or any of its Restricted Affiliates 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 fourquarter reference period;
(b) acquisitions that have been made by the Issuer or any of its Restricted Affiliates, including through mergers or consolidations, or any Person or any of its Restricted Affiliates acquired by the Issuer or any of its Restricted Affiliates, and including any related financing transactions and including increases in ownership of Restricted Affiliates, during the fourquarter 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;
(c) 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;
(d) 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 Affiliates following the Calculation Date;
(e) any Person that is a Restricted Affiliate on the Calculation Date will be deemed to have been a Restricted Affiliate at all times during such four-quarter period;
(f) any Person that is not a Restricted Affiliate on the Calculation Date will be deemed not to have been a Restricted Affiliate at any time during such four-quarter period; and

(g) 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:

(a) Consolidated Interest Expense for such period; plus
(b) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of Preferred Stock of the Issuer or any of its Restricted Affiliates, other than dividends on Equity Interests payable solely in Equity Interests of the Issuer (other than Disqualified Stock) or to the Issuer or a Restricted Affiliate, 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 the Issuer, 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, International Financial Reporting Standards, adopted by Parent as of January 1, 2010 with the first reporting thereunder published in 2011.

“ Global Note Legend ” means the legend set forth in Section 2.13(c), which is required to be placed on all Global Notes issued under this Indenture.

“ Global Notes ” means Notes representing the aggregate principal amount of a series of Notes issued and outstanding and held by, or on behalf of, a Depository, and including, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes.

“ Government Securities ” means direct non-callable Obligations of, or Obligations guaranteed by, the federal government of Canada or the United States for the payment of which Guarantee or Obligations the full faith and credit of the federal government of Canada or the United States is pledged.

“ 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 a Restricted Affiliate of the Issuer which delivers a Note Guarantee pursuant to Section 13.1 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 of a series is registered.

“ Holders’ Request ” means an instrument signed in one or more counterparts by the Holder or Holders of not less than 25% in aggregate principal amount of the outstanding Notes requesting the Trustee to take an action or proceeding permitted by this Indenture; provided that in the case of any action or proceeding permitted by this Indenture in respect of any particular series of outstanding Notes, “Holders’ Request” means an instrument signed in one or more counterparts by the Holder or Holders of not less than 25% in aggregate principal amount of the outstanding Notes of such series requesting the Trustee to take such action or proceeding.

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

(a) all indebtedness of such Person in respect of borrowed money;
(b) 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);
(c) all obligations of such Person in respect of banker’s acceptances;
(d) 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;
(e) 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;
(f) all net obligations of such Person under Hedging Obligations;
(g) 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;
(h) 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;
(i) all Preferred Stock issued by such Person, if such Person is a Restricted Affiliate of the Issuer and is not a Guarantor; and
(j) 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:

(1) the Fair Market Value of such assets at the date of determination; and
(2) the amount of such Indebtedness of such other Person.

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

(a) trade payables and accrued liabilities incurred in the ordinary course of business and payable in accordance with customary practice;
(b) deferred tax obligations;
(c) minority interests;
(d) uncapitalized interest;
(e) non-interest bearing instalment obligations and accrued liabilities incurred in the ordinary course of business;
(f) in connection with a purchase by the Issuer or any Restricted Affiliate 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;
(g) pension fund obligations or rehabilitation obligations that are classified as “indebtedness” under GAAP but that would not otherwise constitute Indebtedness under clauses (a) through (i) in the first paragraph of this definition;
(h) 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 Issuer or any Restricted Affiliate;
(i) any Non-Recourse Equity Pledge Debt; and
(j) any repayment or reimbursement obligation of such Person or any of its Restricted Affiliates with respect to Customary Recourse Exceptions, unless and until an event or circumstance occurs that triggers the Person’s or such Restricted Affiliate’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 (including, for the avoidance of any doubt, the preamble and recitals hereto), as originally executed or as it may from time to time be supplemented, amended, restated, or otherwise modified in accordance with the terms hereof.

“ Indenture Obligations ” means all Obligations of the Issuer and the Guarantors due or to become due under or in connection with this Indenture and the relevant series of Notes, including under the Note Guarantees, owed to the Trustee and/or the Holders according to the terms hereof and thereof.

“ Initial 2028 Notes ” means the $500,000,000 aggregate principal amount of 2028 Notes issued by the Issuer on the Initial Issue Date.

“ Initial Issue Date ” means the date on which the Initial 2028 Notes are originally issued under this Indenture, being May 18, 2021.

“ Initial Lien ” has the meaning given to that term in Section 6.8(a).

“ Interest Payment Date ” means May 18 and November 18 of each year that the Notes are outstanding, with the first Interest Payment Date in respect of the Initial 2028 Notes occurring on November 18, 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 (low)” (or the equivalent) in the case of DBRS; “BBB-” (or the equivalent) in the case of S&P; “BBB” (or the equivalent) in the case of Fitch, 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).

“ Investment Grade Rating Event ” has the meaning given to that term in Section 6.17(a)(ii).

“ 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 the Issuer or any Restricted Affiliate sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Affiliate such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Affiliate, 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 the Issuer’s Investments in such Restricted Affiliate that were not sold or disposed of. The acquisition by the Issuer or any Restricted Affiliate of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Issuer or such Restricted Affiliate 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 the Issuer designates any of its Restricted Affiliates as an Unrestricted Affiliate in accordance with Section 6.7, the Issuer 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 Section 6.9(d) . 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 on which Notes of a series are originally issued under this Indenture and in respect of the 2028 Notes means the Initial Issue Date.

“ Issuer ” means Superior Plus LP and includes any successor to or of the Issuer, as permitted by the terms hereof.

“ Issuer Order ” means an order or direction in writing signed by the President, Chief Executive Officer, Chief Financial Officer or Chief Legal Officer of Superior GP or any director of the Issuer.

“ 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.

“ Limited Condition Transaction ” has the meaning given to that term in Section 12.4(a) .

“ 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.

“ LVTS ” means the large value electronic money transfer system operated by the Canadian Payments Association and any successor thereto.

“ Maturity ” means, when used with respect to a Note of any series, the date on which the principal of such Note or an instalment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, Redemption Notice, notice of option to elect repayment or otherwise.

“ Maturity Account ” means an account or accounts required to be established by the Issuer (and which shall be maintained by and subject to the control of the Paying Agent) for each series of Notes issued pursuant to and in accordance with this Indenture.

“ 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 the Issuer or any of the Restricted Affiliates from such Asset Sale, net of:

(a) 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;
(b) provisions for all cash taxes payable or required to be accrued in accordance with GAAP as a result of such Asset Sale;
(c) 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;
(d) 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
(e) appropriate amounts to be provided by the Issuer or any Restricted Affiliate, 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 the Issuer or a Restricted Affiliate does not have an individual beneficial ownership shall not be deemed to be received by the Issuer or a Restricted Affiliate 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 the Issuer or a Restricted Affiliate from applying such cash and/or Cash Equivalents to any use permitted by Section 6.14 or to purchase Notes.

“ Net Short ” means, with respect to a Holder of Notes or Beneficial Holder, 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:

(a) as to which neither the Issuer nor any of its Restricted Affiliates (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
(b) no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Affiliate) would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the Notes) of the Issuer or any of its Restricted Affiliates 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 the Issuer or any of its Restricted Affiliates of Indebtedness owing to any lender(s) by an Unrestricted Affiliate or joint venture entity; provided that recourse on such limited Guarantee is limited to a Lien on Investments in such Unrestricted Affiliates owned by the Issuer or any of its Restricted Affiliates and, apart from such Lien on Investments in such Unrestricted Affiliates, neither the Issuer nor any of its Restricted Affiliates (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 the Issuer or any of its Restricted Affiliates in respect of which a Lien is granted or intended to be granted by the Issuer or such Restricted Affiliate, 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 the Issuer and its Restricted Affiliates; provided that:

(a) such Indebtedness is incurred at the time of construction, development or acquisition of the Non-Recourse Assets (or within one hundred twenty (120) days thereafter);
(b) 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 Affiliates holding such Non-Recourse Assets) against any assets, properties or

undertaking of the Issuer and its Restricted Affiliates except for the Non-Recourse Assets; and

“ Note Guarantee ” means the Guarantee by each Guarantor of the Issuer’s obligations under this Indenture and the Notes, executed and delivered pursuant to Section 13.1.

“ Noteholder Direction ” has the meaning given to that term in Section 7.2(e).

“ Notes ” means the notes, debentures or other evidence of indebtedness of the Issuer issued and authenticated hereunder, or deemed to be issued and authenticated hereunder, and includes Global Notes and for greater certainty, the 2028 Notes.

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

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

“ Opinion of Counsel ” means a written opinion (which may contain customary exceptions and qualifications) from legal counsel acceptable to the Trustee, acting reasonably. The counsel may be an employee of or counsel to the Issuer or the Trustee.

“ Parent ” means Superior Plus Corp.

“ Parent’s Auditors ” means an independent firm of chartered accountants duly appointed as auditors of the Parent.

“ Pari Passu Indebtedness ” means Indebtedness of the Issuer and any Restricted Affiliate that ranks equally in right of payment to the Notes and the Note Guarantees, as applicable.

“ Participants ” has the meaning given to that term in Section 4.2(d).

“ Paying Agent ” has the meaning given to that term in Section 2.5.

“ Payment Default ” has the meaning given to that term in Section 7.1(f)(i).

“ Payor ” or “ Payors ” has the meaning given to that term in Section 3.12(a).

“ Performance References ” means the Issuer 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 Affiliate and Capital Stock in a Person whose primary business is a Permitted Business that shall become a Restricted Affiliate immediately upon the acquisition of such Capital Stock by the Issuer or by a Restricted Affiliate, but excluding any other securities).

“ Permitted Business ” means (a) any business conducted by the Issuer and its Affiliates 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 Issuer.

“ Permitted Debt ” has the meaning given to that term in Section 6.10(b).

“ Permitted Investments ” means, without duplication:

(a) any Investment in the Issuer or in a Restricted Affiliate that is a Guarantor;
(b) any Investment in Cash Equivalents;
(c) any Investment in a Person, if as a result of such Investment:
(i) such Person becomes a Restricted Affiliate, or
(ii) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Issuer or a Restricted Affiliate;
(d) 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 6.14 or any other disposition of assets not constituting an Asset Sale;
(e) any acquisition of assets or other Investments in a Person solely in exchange for the issuance of Capital Stock (other than Disqualified Stock) of the Issuer or warrants, options or other rights to acquire Capital Stock (other than Disqualified Stock) of the Issuer;
(f) Investments resulting from repurchases of the Notes or the Existing Notes;
(g) any Investments received in compromise of (i) 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 (ii) litigation, arbitration or other disputes;
(h) Hedging Obligations incurred in the ordinary course of business and not for speculative purposes;
(i) Investments (i) existing on the Issue Date or (ii) that are an extension, modification or renewal of any such Investments described under the preceding clause (i), 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 (i);
(j) guarantees permitted by Section 6.10;
(k) guarantees of performance or other obligations (other than Indebtedness) arising in the ordinary course of business;
(l) loans or advances made to officers, directors or employees of the Issuer or any of its Restricted Affiliates; provided that the aggregate principal amount outstanding at any time under this clause (l) shall not exceed $2.0 million;
(m) Investments in Permitted Joint Ventures; provided that the aggregate amount of such Investments made pursuant to this clause (m) shall not exceed 30% of Consolidated Tangible Assets calculated at the time of each such Investment;
(n) Investments of a Restricted Affiliate acquired after the Issue Date or of an entity merged into, amalgamated with, or consolidated with the Issuer or any of its Restricted Affiliates in a

transaction that is not prohibited by Section 10.1 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;

(o) receivables owing to the Issuer or any Restricted Affiliate if created or acquired in the ordinary course of business аnd payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Issuer or any such Restricted Affiliate deems reasonable under the circumstances;
(p) leаse, utility аnd other similar deposits in the ordinary course of business;
(q) other Investments in any Restricted Affiliate 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 (q) 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
(r) 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 (r) that are at the time outstanding not to exceed the greater of (i) $50.0 million and (ii) 4% of Consolidated Tangible Assets.

“ Permitted Joint Venture ” means any Person which is not a Subsidiary of the Issuer 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 the Issuer or its Restricted Affiliates, on the one hand, and one or more Persons other than the Issuer or any of its Affiliates, on the other hand.

“ Permitted Liens ” means, as of any date:

(a) 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 the Issuer and its Restricted Affiliates thereunder) of such Indebtedness shall not to exceed the greater of the amounts set forth in clause (a) of the definition of “Permitted Debt” (measured at the time of the incurrence of such Indebtedness) and any other obligations related thereto, and (ii) Cash Management Obligations incurred by the Issuer or any of its Restricted Affiliates in the ordinary course of business;
(b) Liens in favour of the Issuer of any of its Restricted Affiliates;
(c) 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 the Issuer or any Restricted Affiliate; 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 the Issuer or the Restricted Affiliate;
(d) 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);

(e) Liens for any judgment rendered, or claim filed, against the Issuer or any Restricted Affiliate 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;
(f) Liens on property existing at the time of acquisition of such property by the Issuer or any Restricted Affiliate, provided that such Liens do not extent to any other property of the Issuer or any Restricted Affiliate and were in existence prior to, and were not created in contemplation of, such acquisition;
(g) 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;
(h) Liens securing Indebtedness and Obligations permitted by clause (iv) of the definition of “Permitted Debt” covering only the assets acquired, developed or improved with such Indebtedness;
(i) Liens securing Obligations pursuant to Securitization Programs permitted by clause (v) of the definition of “Permitted Debt”;
(j) Liens securing Non-Recourse Project Debt permitted by clause (vi) of the definition of “Permitted Debt”;
(k) Liens existing on the Issue Date (other than Liens described in clause (a) above);
(l) 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 the Issuer or a Restricted Affiliate 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;
(m) licences, 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;
(n) 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’, labourers’, employers’, suppliers’, banks’, builders’, repairmen’s and other like Liens;
(o) 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 the Issuer and its Restricted Affiliates taken as a whole;
(p) 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;

(q) 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 the Issuer or any of its Restricted Affiliates;
(r) Liens arising from precautionary Personal Property Security Act or Uniform Commercial Code (or its equivalent) financing statement filings regarding operating leases entered into by the Issuer and its Restricted Affiliates in the ordinary course of business;
(s) 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;
(t) 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 the Issuer or its Restricted Affiliate, 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;
(u) landlord distraint rights and similar rights arising under the leasehold interests of the Issuer and its Restricted Affiliates limited to the assets located at or about such leased properties;
(v) title defects, encroachments or irregularities which are of a minor nature;
(w) 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;
(x) Liens in favour of customs, revenue, and taxation authorities arising by operation of law;
(y) Liens on the Capital Stock of any Unrestricted Affiliate or joint venture entity to secure Indebtedness of such Unrestricted Affiliate or joint venture entity (including Liens securing Non-Recourse Equity Pledge Debt); and
(z) other Liens securing Indebtedness and related obligations in an aggregate principal amount not to exceed, at any one time outstanding under this clause (z), the greater of (i) $50.0 million and (ii) 4% of Consolidated Tangible Assets (calculated as at the time of the incurrence of such Liens).

“ Permitted Refinancing Indebtedness ” means any Indebtedness of the Issuer or any of its Restricted Affiliates issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Issuer or any of its Restricted Affiliates (other than intercompany Indebtedness); provided that:

(a) 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);
(b) 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;

(c) 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;
(d) 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 favourable, taken as a whole, to the Holders as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;
(e) (i) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is secured Indebtedness, 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
(f) 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.

“ Position Representation ” has the meaning given to such term in Section 7.2(e).

“ 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.

“ Premium ” means, at any time with reference to any Note and without duplication, the excess of the applicable Redemption Price of such Note at such time and/or any other amount owing at such time with respect to such Note over the principal amount of such Note.

“ Property ” means, with respect to any Person, any interest of such Person in any kind of property or asset, whether real, personal, or mixed, or tangible or intangible, including Capital Stock in, and other securities of, any other Person.

“ Purchase Money Obligations ” means Indebtedness of the Issuer and its Restricted Affiliates 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.

“ QIB ” means a “qualified institutional buyer” as defined in Rule 144A.

“ 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 no 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 ” has the meaning given to such term in Section 2.11(d).

“ Redemption Date ” has the meaning given to that term in Section 5.4.

“ Redemption Notice ” has the meaning given to that term in Section 5.4.

“ Redemption Price ” has the meaning given to that term in Section 5.1.

“ Registrar ” has the meaning given to that term in Section 2.5.

“ 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 nonU.S. depository institution or any branch, agency or similar office thereof supervised by a bank regulatory authority in any jurisdiction.

“ Regulation S ” means Regulation S adopted by the SEC under the 1933 Act.

“ Relevant Taxing Jurisdiction ” has the meaning given to that term in Section 3.12(a).

“ Restricted Affiliate ” means, with respect to the Issuer, Parent and any Subsidiary of Parent that is not an Unrestricted Affiliate.

“ Restricted Definitive Note ” means one or more Definitive Notes substantially in the form set out in the Supplemental Indenture providing for the relevant series of Notes except bearing the 144A U.S. Legend.

“ Restricted Global Note ” means a Global Note substantially in the form set out in the Supplemental Indenture providing for the relevant series of Notes bearing the Global Note Legend, the Canadian Private Placement Legend and the 144A U.S. Legend and deposited with or on behalf of, and registered in the name of, the Depository or its nominee that will initially be issued in a denomination equal to the outstanding principal amount of the Notes sold in the United States or to, or for the account of benefit of, U.S. persons, in reliance on Applicable Securities Legislation and Rule 144A.

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

“ Restricted Payment ” has the meaning given to that term in Section 6.9(a).

“ Rule 144A ” means Rule 144A promulgated under the 1933 Act.

“ S&P ” means Standard & Poor’s Ratings Services and its successors.

“ Sale/Leaseback Transaction ” means an arrangement relating to property owned by the Issuer or a Restricted Affiliate on the Issue Date or thereafter acquired by the Issuer or a Restricted Affiliate whereby the Issuer or a Restricted Affiliate transfers such property to a Person and the Issuer or a Restricted Affiliate 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 Issuer or its 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, including any successor thereto.

“ 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 the Issuer and its Restricted Affiliates, 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.

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

“ SEDAR ” has the meaning given to that term in Section 6.6(a).

“ 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: (a) any Restricted Affiliate of the Issuer (other than Parent): (i) 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 (ii) 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 (b) any Restricted Affiliate of the Issuer (other than Parent) that, when aggregated with all other Restricted Affiliates (other than Parent) that are not otherwise Significant Subsidiaries and as to which any event in Section 7.1(h), 7.1(i) or 7.1(j) has occurred and is continuing, would constitute a Significant Subsidiary under clause (a) of this definition.

“ Stated Maturity ” means, with respect to any instalment 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 Issuer or a Guarantor that is contractually subordinated in right of payment to the Notes or the Note Guarantee issued by the Issuer or such Guarantor, as the case may be.

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

(a) 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
(b) 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.

“ Successor Affiliate Guarantor ” has the meaning given to it in Section 10.1(b)(ii)(A).

“ Successor Person ” has the meaning given to it in Section 10.1(a)(i).

“ Superior GP ” means Superior General Partner Inc., the general partner of the Issuer.

“ Supplemental Indenture ” means an indenture supplemental to this Indenture which may be executed, acknowledged and delivered for any of the purposes set out in Section 12.6.

“ Tax Act ” means the Income Tax Act (Canada), and the regulations promulgated thereunder, 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.

“ Term Sheet and Placement Memorandum ” means the term sheet and placement memorandum of the Issuer dated April 27 , 2021 describing the 2028 Notes.

“ Transaction Agreement Date ” has the meaning given to it in Section 12.4(a)(iii).

“ Trustee ” means Computershare Trust Company of Canada in its capacity as trustee under this Indenture and its successors and permitted assigns in such capacity.

“ Unrestricted Affiliate ” means any Subsidiary (including newly acquired or newly formed Subsidiary) of Parent that is designated as an Unrestricted Affiliate pursuant to Section 6.7, and includes any Subsidiary of an Unrestricted Affiliate. As of the Initial Issue Date, the Unrestricted Affiliates will be Superior Energy Management Operations Inc., Burnwell Gas of Canada Ltd. and Superior Plus Canada Financing Inc.

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

“ Unrestricted Definitive Note ” means one or more Definitive Notes substantially in the form set out in the Supplemental Indenture providing for the relevant series of Notes (or, in the case of the 2028 Notes, set out in Appendix A hereto), except that such Definitive Notes do not bear and are not required to bear the 144A U.S. Legend.

“ Unrestricted Global Note ” means a Global Note substantially in the form set out in the Supplemental Indenture providing for the relevant series of Notes (or, in the case of the 2028 Notes, set out in Appendix A hereto) bearing the Global Note Legend and the Canadian Private Placement Legend but without the 144A U.S. Legend and deposited with or on behalf of and registered in the name of the Depository or its nominee that will initially be issued in a denomination equal to the outstanding principal amount of Notes sold in the provinces of Canada in reliance on Applicable Securities Legislation and Regulation S.

“ U.S .” or “ United States ” means the United States of America.

“ U.S. person ” has the meaning given to that term under Regulation S.

“ Verification Covenant ” has the meaning given to it in Section 7.2(e).

“ 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:

(a) the sum of the products obtained by multiplying (i) 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 (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by
(b) the then outstanding principal amount of such Indebtedness.

“ Wholly Owned Restricted Affiliate ” of the Issuer means any Restricted Affiliate 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 Affiliate.

1.2 Meaning of “Outstanding”

Every Note issued, authenticated and delivered in accordance with this Indenture shall be deemed to be outstanding until it is cancelled or redeemed or delivered to the Trustee for cancellation or redemption for monies or a new Note is issued in substitution for it pursuant to Section 2.10 or the payment for redemption thereof shall have been set aside under Section 5.7, provided that:

(a) when a new Note has been issued in substitution for a Note which has been lost, stolen or destroyed, only one of such Notes shall be counted for the purpose of determining the aggregate principal amount of Notes outstanding;

(b) Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and
(c) for the purposes of any provision of this Indenture entitling Holders of outstanding Notes of any series to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereof, Notes owned directly or indirectly, legally or equitably, by the Issuer or any of its Subsidiaries shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that:
(i) for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders present or represented at any meeting of Holders, only the Notes in respect of which the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries are the only Holders shall be so disregarded; and
(ii) Notes so owned which have been pledged in good faith other than to the Issuer or any of its Subsidiaries shall not be so disregarded if the pledgee shall establish, to the satisfaction of the Trustee, the pledgee’s right to vote such Notes, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer or any of its Subsidiaries.

1.3 Interpretation

In this Indenture:

(a) words importing the singular number or masculine gender shall include the plural number or the feminine or neuter genders, and vice versa;
(b) all references to Articles and Appendices refer, unless otherwise specified, to articles of and appendices to this Indenture;
(c) all references to Sections refer, unless otherwise specified, to sections, subsections or clauses of this Indenture;
(d) words and terms denoting inclusiveness (such as “include” or “includes” or “including”), whether or not so stated, are not limited by and do not imply limitation of their context or the words or phrases which precede or succeed them; and
(e) “this Indenture”, “hereto”, “herein”, “hereby”, “hereunder”, “hereof” and similar expressions refer to this Indenture and not to any particular Article, Section, subsection, clause, subdivision or other portion hereof and include the Note Guarantees, as applicable, and any and every Supplemental Indenture.

1.4 Headings, Etc.

The division of this Indenture into Articles, Sections, subsections and paragraphs, the provision of a table of contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Indenture.

1.5 Statute Reference

Any reference in this Indenture to a statute is deemed to be a reference to such statute as amended, re-enacted or replaced from time to time.

1.6 Day not a Business Day

In the event that any day on or before which any action required to be taken hereunder is not a Business Day, then such action shall be required to be taken on or before the requisite time on the first Business Day thereafter.

1.7 Applicable Law

This Indenture and the Notes shall be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and shall be treated in all respects as Ontario contracts.

1.8 Monetary References

Whenever any amounts of money are referred to herein, such amounts shall be deemed to be in lawful money of Canada unless otherwise expressed.

1.9 Invalidity, Etc.

Each provision in this Indenture or in a Note is distinct and severable and a declaration of invalidity or unenforceability of any such provision by a court of competent jurisdiction will not affect the validity or enforceability of any other provision hereof or thereof.

1.10 Language

Les parties aux présentes ont exigé que la présente convention ainsi que tous les documents et avis qui s’y rattachent et/ou qui en découleront soient rédigés en langue anglaise. The parties hereto have required that this Indenture and all documents and notices related thereto be drawn up in English.

1.11 Successors and Assigns

All covenants and agreements in this Indenture by the Issuer on its own behalf and on behalf of its Restricted Affiliates shall bind their respective successors and assigns, as applicable, whether expressed or not.

1.12 Benefits of Indenture

Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their respective successors or assigns hereunder, any Paying Agent, the Holders and the Trustee, any benefit or any legal or equitable right, remedy or claim under this Indenture.

1.13 Accounting Terms; Changes in Generally Accepted Accounting Principles

(a) If there occurs a material change in GAAP after the Initial Issue Date, and such change would require disclosure under GAAP in the financial statements of the Issuer and would cause an amount required to be determined for the purposes of any of the financial calculations or financial terms under this Indenture (each a “ Financial Term ”) to be materially different than the amount that would be determined without giving effects to such change, the Issuer shall notify the Trustee of such change (an “ Accounting Change ”). Such notice (an “ Accounting

Change Notice ”) shall describe the nature of the Accounting Change, its effect on the Issuer’s current and immediately prior year’s financial statements in accordance with GAAP and state whether the Issuer desires to revise the method of calculating the applicable Financial Term (including the revision of any of the defined terms used in the determination of such Financial Term) in order that amounts determined after giving effect to such Accounting Change and the revised method of calculating such Financial Term will approximate the amount that would be determined without giving effect to such Accounting Change and without giving effect to the revised method of calculating such Financial Term. The Accounting Change Notice shall be delivered to the Trustee within 90 days of the end of the fiscal quarter in which the Accounting Change is implemented or, if such Accounting Change is implemented in the fourth fiscal quarter or in respect of an entire fiscal year, within 120 days of the end of such period. Promptly after receipt from the Issuer of an Accounting Change Notice the Trustee shall deliver to each Holder a copy of such notice.

(b) If the Issuer so indicates that it wishes to revise the method of calculating the Financial Term, the Issuer shall in good faith provide to the Trustee the revised method of calculating the Financial Term within 90 days of the Accounting Change Notice and such revised method shall take effect from the date of the Accounting Change Notice. For certainty, if no notice of a desire to revise the method of calculating the Financial Term in respect of an Accounting Change is given by the Issuer within the applicable time period described above, the method of calculating the Financial Term shall not be revised in response to such Accounting Change and all amounts to be determined pursuant to the Financial Term shall be determined after giving effect to such Accounting Change.

ARTICLE 2 THE NOTES

2.1 Issue and Designation of Notes; Ranking

The aggregate principal amount of Notes authorized to be issued and authenticated under this Indenture is unlimited, provided, however , that Notes may be issued under this Indenture only on and subject to the conditions and limitations in this Indenture. The Notes will be direct unsecured obligations of the Issuer. Each Note will rank equal in right of payment with the Existing Notes and each other Note (regardless of their actual date or terms of issue) and, subject to statutory preferred exceptions, will rank at least equal in right of payment with all other present and future unsecured and unsubordinated indebtedness of the Issuer except for sinking fund provisions (if any) applicable to different series of Notes or other similar types of obligations of the Issuer or Indebtedness that rank senior to the Notes by operation of law.

2.2 Issuance in Series

(a) Notes may be issued in one or more series from time to time pursuant to this Indenture and Supplemental Indentures delivered in accordance with the terms of this Indenture. The Notes of each series (i) will have such designation, (ii) may be subject to a limitation of the maximum principal amount authorized for issuance, (iii) will be issued in such denominations, (iv) may be purchased and payable as to principal, Premium (if any) and interest at such place or places and in such currency or currencies, (v) will bear such date or dates and mature on such date or dates, (vi) will indicate the portion (if less than all of the principal amount) of such Notes to be payable on declaration of acceleration of Maturity, (vii) will bear interest at such rate or rates (which may be fixed or variable) payable on such date or dates, (viii) may contain mandatory or optional redemption or sinking fund provisions, including the period or periods within which, the price or prices at which and the terms and conditions upon which the Notes may be redeemed or purchased at the option of the Issuer or otherwise, (ix) may contain conversion or exchange terms, (x) will indicate the percentage of the principal amount (including any Premium) at which Notes may be issued or redeemed, (xi) will set out

each office or agency at which the principal of, Premium (if any) and interest on the Notes will be payable, and the addresses of each office or agency at which the Notes may be presented for registration of transfer or exchange, (xii) may contain covenants and events of default in addition to or in substitution for the covenants contained herein and the Events of Default, (xiii) may contain additional legends and/or provisions relating to the transfer and exchange of Notes in addition to those provided for herein, and (xiv) may contain such other provisions, not inconsistent with the provisions of this Indenture, as may be set forth in a Board Resolution passed at or before the time of the issue of the Notes of such series and such other provisions (to the extent as the Board of Directors may deem appropriate) as are contained in the Notes of such series. The execution by the Issuer of the Notes of such series and the delivery thereof to the Trustee for authentication will be conclusive evidence of the inclusion of the provisions authorized by this subsection.

(b) All Notes of any one series will be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to this Indenture, an Officers’ Certificate or the Supplemental Indenture establishing such series. Not all Notes of any one series need to be issued at the same time, and, unless otherwise provided, Additional Notes of any series may be issued from time to time, at the option of the Issuer without the consent of any Holder.
(c) Before the creation of any series of Notes (other than the 2028 Notes, which terms are provided for in Article 3), the Issuer will execute and deliver to the Trustee a Supplemental Indenture for the purpose of establishing the terms of such series of Notes and the forms and denominations in which they may be issued, together with a Board Resolution authorizing the issuance of any such Notes. The Trustee will execute and deliver such Supplemental Indentures from time to time pursuant to Section 12.6.
(d) Whenever any series of Notes has been authorized, Notes in such series may from time to time be authenticated by the Issuer and delivered to the Trustee and, subject to Section 2.4, will be certified and delivered by the Trustee to or to the order of the Issuer upon receipt by the Trustee of:
(i) a Board Resolution authorizing the issuance of a specified principal amount of Notes of such series;
(ii) an Officers’ Certificate to the effect that there is no existing Event of Default or event which with the giving of notice or passage of time or both would constitute an Event of Default and the Issuer has complied with all other conditions of this Indenture in connection with the issue of such series;
(iii) an Issuer Order for the authentication and delivery of such series of Notes specifying the principal amount of the Notes to be authenticated and delivered; and
(iv) an Opinion of Counsel addressed to the Trustee to the effect that all legal requirements imposed by this Indenture, any applicable Supplemental Indenture or by law governing the Notes in connection with the issuance, authentication and delivery of such series of Notes have been complied with subject to the delivery of certain documents or instruments specified in such opinion.

2.3 Form of Notes

(a) The Notes of any series and the Trustee’s certificate of authentication shall be substantially in the form set out in the Supplemental Indenture establishing such series (or in the case of the 2028 Notes, in the form set out in Appendix A hereto), together with such appropriate

insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, which may include one or more of the legends set forth in Section 2.13 hereof or in a Supplemental Indenture. Each Note shall be dated the date of its authentication. Unless otherwise set out in the Supplemental Indenture establishing a series of Notes, Notes shall be issued in denominations of $1,000 and integral multiples of $1,000 in excess thereof.

(b) The terms and provisions contained in the Notes and the Supplemental Indenture establishing each series of Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer and the Trustee, by their execution and delivery of this Indenture and each applicable Supplemental 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.
(c) The Notes of any series may be in different denominations and forms and may contain such variations of tenor and effect, not inconsistent with the provisions of this Indenture, as are incidental to such differences of denomination and form, including variations in the provisions for the exchange of such Notes of different denominations or forms and in the provisions for the registration or transfer of such Notes.
(d) Subject to Section 2.3(a) and to any limitation as to the maximum principal amount of Notes of any particular series, any Notes may be issued as a part of any series of Notes previously issued, in which case they will bear the same designation and designating letters as those applied to such similar previous issue and will be numbered consecutively upwards in respect of such denominations of Notes in like manner and following the numbers of the Notes of such previous issue.
(e) All series of Notes which may at any time be issued under this Indenture and the certificate of the Trustee endorsed on such Notes may be in English or any other language or languages or any combination thereof, and may be in the form or forms provided in any Supplemental Indenture or in such other language or languages and in such form or forms as the Board of Directors determines at the time of first issue of any series of Notes, as approved by the Trustee, the approval of which will be conclusively evidenced by its authentication of such Notes.
(f) If any provision of any series of Notes in a language other than English is susceptible of an interpretation different from the equivalent provision of the English language, the interpretation of such provision in the English language will be determinative.
(g) Notes may be typed, engraved, printed, lithographed or reproduced in a different form, or partly in one form and partly in another, as the Issuer may determine. The execution of any such Notes by the Issuer and the authentication by the Trustee in accordance with Section 2.4 of any such Notes will be conclusive evidence that such Notes are Notes authorized by this Indenture.

2.4 Execution, Authentication and Delivery of Notes

(a) All Notes shall be signed (either manually or by electronic or facsimile signature) by any two authorized directors or officers of the Issuer, holding office at the time of signing. An electronic or facsimile signature upon a Note shall for all purposes of this Indenture be deemed to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other

electronic means, appears on a Note as a director or officer may no longer hold such office at the date of the Note or at the date of the authentication and delivery thereof, such Note shall be valid and binding upon the Issuer and the Holder thereof shall be entitled to the benefits of this Indenture.

(b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated by or on behalf of the Trustee substantially in the form provided for herein or in the relevant Supplemental Indenture. Such authentication upon any Notes will be conclusive evidence, and the only evidence, that such Notes have been duly authenticated, issued and delivered and that the Holder is entitled to the benefits hereof.
(c) Subject to the terms of this Indenture, the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “ Authentication Order ”), without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to be authenticated and the date on which such Notes are to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 2.10. Except as provided in Section 6.10, there is no limit on the amount of Notes that may be issued hereunder.
(d) The certificate by or on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty of the Trustee as to the validity of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenture.

2.5 Registrar and Paying Agent

(a) The Issuer shall maintain for each series of Notes an office or agency where such Notes may be presented for registration of transfer or for exchange (“ Registrar ”) and an office or agency where such Notes may be surrendered for payment (“ Paying Agent ”). The Registrar shall keep a register of such Notes and of their transfer and exchange.
(b) The Issuer may appoint one or more co-registrars and one or more additional paying agents for any series of Notes in such other locations as it shall determine. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent or Registrar without notice to any Holder. The Issuer will notify the Trustee in writing of the name and address of any Registrar or Paying Agent which is not a party to this Indenture. If the Issuer does not exercise its option to appoint or maintain another entity as Registrar or Paying Agent in respect of any series of Notes, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent or Registrar for any series of Notes. The Issuer initially appoints the Trustee at its corporate office in Calgary, Alberta to act as the Registrar, transfer agent, authentication agent and Paying Agent with respect to the Notes.

2.6 Paying Agent to Hold Money in Trust

The Issuer shall require each Paying Agent, other than the Trustee, to agree in writing that the Paying Agent will, and the Trustee when acting as Paying Agent agrees that it will, hold in trust, for the

benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal, Premium, if any, and interest on the Notes of the relevant series and shall notify the Trustee of any default by the Issuer in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee and to account for any money disbursed by it. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of Holders all money held by it as Paying Agent; provided that upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee shall serve as Paying Agent for each series of Notes.

2.7 Book Entry Only Notes

(a) Subject to Section 4.2(b) and the provisions of the Notes of any series or any Supplemental Indenture providing for the issuance thereof, Notes shall be issued initially as Book Entry Only Notes represented by one or more Global Notes. Each Global Note authenticated in accordance with this Indenture and any Supplemental Indenture shall be registered in the name of the Depository designated for such Global Note or a nominee thereof and deposited with such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture and the applicable Supplemental Indenture. Beneficial interests in a Global Note will not be shown on the register or the records maintained by the Depository but will be represented through book entry accounts of Participants on behalf of the Beneficial Holders of such Global Note in accordance with the rules and procedures of the Depository. None of the Issuer or the Trustee shall have any responsibility or liability for any aspects of the records relating to or payments made by any Depository on account of the beneficial interest in any Global Notes or for maintaining, reviewing or supervising any records relating to such beneficial interests therein. Except as otherwise provided in this Indenture or any Supplemental Indenture in respect of a series of Notes, Beneficial Holders of Global Notes shall not be entitled to have Notes registered in their names, shall not receive or be entitled to receive Definitive Notes and shall not be considered owners or holders thereof under this Indenture or any Supplemental Indenture. Nothing herein or in a Supplemental Indenture shall prevent the Beneficial Holders from voting their beneficial interests in Global Notes using duly executed voting instruction forms.
(b) Every Note authenticated and delivered upon registration or transfer of a Global Note, or in exchange for or in lieu of a Global Note or any portion thereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depository for such Global Notes or a nominee thereof.

2.8 Global Notes

Notes issued to a Depository in the form of Global Notes shall be subject to the following in addition to the provisions of Section 4.2, unless and until Definitive Notes have been issued to Beneficial Holders pursuant to Section 4.2(b):

(a) the Trustee may deal with such Depository as the authorized representative of the Beneficial Holders of such Notes;
(b) the rights of the Beneficial Holders of such Notes shall be exercised only through such Depository and the rights of Beneficial Holders shall be limited to those established by applicable law and agreements between the Depository and the Participants and between such Participants and Beneficial Holders, and must be exercised through a Participant in accordance with the rules and procedures of the Depository;

(c) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders evidencing a specified percentage of the outstanding Notes of any series, the Depository shall be deemed to be counted in that percentage to the extent that it has received instructions to such effect from Beneficial Holders or Participants;
(d) such Depository will make book-entry transfers among the direct Participants of such Depository and will receive and transmit distributions of principal, Premium and interest on the Notes to such direct Participants for subsequent payment to the Beneficial Holders thereof;
(e) the direct Participants of such Depository shall have no rights under this Indenture or under or with respect to any of the Notes held on their behalf by such Depository, and such Depository may be treated by the Trustee and its agents, employees, officers and directors as the absolute owner of the Notes represented by such Global Notes for all purposes whatsoever;
(f) whenever a notice or other communication is required to be provided to Holders in connection with this Indenture or the Notes, the Trustee shall provide all such notices and communications to the Depository; and
(g) notwithstanding any other provision of this Indenture, all payments in respect of Notes issuable in the form of or represented by a Global Note shall be made to the Depository or its nominee for subsequent payment by the Depository or its nominee to the Beneficial Holders thereof.

2.9 Interim Notes

Pending the delivery of Definitive Notes of any series to the Trustee, the Issuer may issue and the Trustee authenticate in lieu thereof (but subject to the same provisions, conditions and limitations as set forth in this Indenture) interim printed, mimeographed or typewriter Notes in such forms and in such denominations and signed in such manner as provided herein, entitling the holders thereof to Definitive Notes of such series when the same are ready for delivery; or the Issuer may execute and deliver to the Trustee and the Trustee authenticate a temporary Note for the whole principal amount of Notes of such series then authorized to be issued hereunder and thereupon the Trustee may issue its own interim certificates in such form and in such amounts, not exceeding in the aggregate the principal amount of the temporary Note so delivered to it, as the Issuer and the Trustee may approve entitling the holders thereof to Definitive Notes when the same are ready for delivery; and, when so issued and certified, such interim or temporary Notes or interim certificates shall, for all purposes but without duplication, rank in respect of this Indenture equally with Notes of such series duly issued hereunder and, pending the exchange thereof for Definitive Notes of such series, the holders of the interim or temporary Notes or interim certificates shall be deemed without duplication to be Holders of such series and entitled to the benefit of this Indenture to the same extent and in the same manner as though the said exchange had actually been made. Forthwith after the Issuer shall have delivered the Definitive Notes of such series to the Trustee, the Trustee shall call in for exchange all temporary or interim Notes of such series or certificates that shall have been issued and forthwith after such exchange shall cancel the same. No charge shall be made by the Issuer or the Trustee to the holders of such interim or temporary Notes or interim certificates for the exchange thereof.

2.10 Mutilation, Loss, Theft or Destruction

In case any of the Notes issued hereunder shall become mutilated or be lost, stolen or destroyed, the Issuer, in its discretion, may issue, and thereupon the Trustee shall authenticate and deliver, a new Note upon surrender and cancellation of the mutilated Note, or in the case of a lost, stolen or destroyed Note, in lieu of and in substitution for the same, and the substituted Note shall be in a form

approved by the Trustee and shall entitle the Holder thereof to the benefits of this Indenture and shall rank equally in accordance with its terms with all other Notes of such series issued or to be issued hereunder. In case of loss, theft or destruction the applicant for a substituted Note shall furnish to the Issuer and to the Trustee such evidence of the loss, theft or destruction of the Note as shall be satisfactory to them in their discretion and shall also furnish an indemnity and surety bond satisfactory to them in their discretion. The applicant shall pay all reasonable expenses incidental to the issuance of any substituted Note.

2.11 Concerning Interest

(a) All Notes of each series issued hereunder, whether originally or upon exchange or in substitution for previously issued Notes (including for certainty Notes issued under Sections 2.9 and 2.10), shall bear interest (i) from and including their respective issue date, or (ii) from and including the last Interest Payment Date therefor to which interest shall have been paid or made available for payment on such outstanding Notes, whichever shall be the later, in all cases, to and excluding the next Interest Payment Date therefor.
(b) Subject to accrual of any interest on unpaid interest from time to time, interest on a Note of any series will cease to accrue from the Maturity of such Note (including, for certainty, if such Note was called for redemption, the Redemption Date); unless upon due presentation and surrender of such Note for payment on or after the Maturity thereof, such payment is improperly withheld or refused.
(c) If the date for payment of any amount of principal, Premium or interest in respect of a Note of any series is not a Business Day at the place of payment, then payment thereof will be made on the next Business Day and the Holder of such Note will not be entitled to any further interest on such principal, or to any interest on such interest, Premium or other amount so payable, in respect of the period from the date for payment to such next Business Day.
(d) The Holder of any Note of any series at the close of business on any Record Date applicable to a particular series with respect to any Interest Payment Date for such series shall be entitled to receive the interest, if any, payable on such Interest Payment Date notwithstanding any transfer or exchange of such Note subsequent to such Record Date and prior to such Interest Payment Date, except if and to the extent the Issuer shall default in the payment of the interest due on such Interest Payment Date for such series, in which case such defaulted interest shall be paid to the Holder of such Note as at the close of business on a subsequent Record Date (which shall be not less than two Business Days prior to the date of payment of such defaulted interest) established by notice given by mail by or on behalf of the Issuer to the Holders of all affected Notes not less than 15 days preceding such subsequent Record Date. The term “ Record Date ” as used with respect to any Interest Payment Date (except a date for payment of defaulted interest) for the Notes of any series shall mean the date specified as such in the terms of the Notes of such series established as contemplated by Section 2.2, and in respect of the 2028 Notes, shall have the meaning specified in Article 3.
(e) Wherever in this Indenture, any Supplemental Indenture or any Note there is mention, in any context, of the payment of interest, such mention is deemed to include the payment of interest on amounts in default to the extent that, in such context, such interest is, was or would be payable pursuant to this Indenture, the Supplemental Indenture or the Note, and express mention of interest on amounts in default in any of the provisions of this Indenture will not be construed as excluding such interest in those provisions of this Indenture where such express mention is not made.
(f) Unless otherwise specifically provided in this Indenture or the terms of any Note, interest on Notes of any series shall be computed on the basis of a year of 365 days or 366 days, as

applicable. With respect to any series of Notes, whenever interest is computed on the basis of a year (the “ deemed year ”) which contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest shall be expressed as a yearly rate for purposes of the Interest Act (Canada) by multiplying such rate of interest by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year.

2.12 Payments of Amounts Due on Maturity

(a) Subject to Section 2.12(b), the following provisions shall apply to all Notes, except as otherwise specified in a Supplemental Indenture relating to a particular series of Notes (and, in the case of the 2028 Notes, Article 3):
(i) in the case of fully registered Notes, the Issuer shall establish and maintain with the Paying Agent a Maturity Account for each series of Notes. On or before 10:00 a.m. (Toronto time) on the Stated Maturity date for each series of Notes outstanding from time to time under this Indenture, the Issuer shall deposit in the applicable Maturity Account by wire transfer or certified cheque an amount sufficient to pay all amounts payable in respect of the outstanding Notes of such series (less any Taxes required by law to be deducted or withheld therefrom). The Paying Agent will pay to each Holder of such Notes entitled to receive payment, the principal amount of, and Premium (if any) on, such Notes, upon surrender of such Notes to the Paying Agent or at any branch of the Trustee designated for such purpose from time to time by the Issuer and the Trustee. The deposit or making available of such amounts into the applicable Maturity Account will satisfy and discharge the liability of the Issuer for such Notes to which the deposit or making available of funds relates to the extent of the amount deposited or made available (plus the amount of any Taxes deducted or withheld as aforesaid) and such Notes will thereafter not be considered as outstanding under this Indenture to such extent and such Holder will have no other right than to receive out of the money so deposited or made available the amount to which it is entitled. Failure to make a deposit or make funds available as required to be made pursuant to this Section 2.12(a)(i) will constitute Default in payment on the Notes in respect of which the deposit or making available of funds was required to have been made; and
(ii) in the case of any series of Notes issued and outstanding in the form of or represented by Global Notes, on or before 10:00 a.m. (Toronto time) on the Stated Maturity date for such Notes, the Issuer shall deliver to the Trustee, for onward payment to the Depository, in each case by electronic funds transfer, an amount sufficient to pay the amount payable in respect of such Global Notes (less any Taxes required by law to be deducted or withheld therefrom). The Issuer shall pay to the Trustee, for onward payment to the Depository, the principal amount of, and Premium (if any) on, such Global Notes, against receipt of the relevant Global Notes. The delivery of such electronic funds to the Trustee for onward payment to the Depository will satisfy and discharge the liability of the Issuer for the series of Notes to which the electronic funds relates to the extent of the amount deposited or made available (plus the amount of any Taxes deducted or withheld as aforesaid) and such Notes will thereafter not be considered as outstanding under this Indenture unless such electronic funds transfer is not received. Failure to make delivery of funds available as required pursuant to this Section 2.12(a)(ii) will constitute Default in payment on the Notes of the series in respect of which the delivery or making available of funds was required to have been made.
(b) Notwithstanding Section 2.12(a), all payments in excess of $25,000,000 (or such other amount as determined from time to time by the Canadian Payments Association or any

successor thereto) shall be made by the use of the LVTS. Neither the Trustee nor the Paying Agent shall have any obligation to disburse funds pursuant to Section 2.12(a)(i) unless it has received written confirmation satisfactory to it that the funds have been deposited with it in sufficient amount to pay in full all amounts due and payable on the applicable date of Maturity. The Paying Agent shall, if it accepts any funds received by it in the form of uncertified cheques, be entitled to delay the time for release of such funds until such uncertified cheques shall be determined to have cleared the financial institution upon which the same are drawn.

2.13 Legends on Notes

(a) Unless otherwise provided in the Notes of any series or the Supplemental Indenture establishing such Notes, Notes will not be registered under any United States federal or state securities laws, and Notes of any series issued and sold in the United States or to, or for the account of benefit of, U.S. persons will be issued and sold only to Persons who are QIBs within the meaning of, and in reliance on, Rule 144A under the 1933 Act, as well as all Notes issued in exchange for or in substitution of the foregoing securities, and shall bear, unless otherwise directed by the Issuer, the following legend (the “ 144A U.S. Legend ”):

“THE NOTES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF SUPERIOR PLUS LP THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO SUPERIOR PLUS LP, (B) INSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 144A (“RULE 144A”), IF AVAILABLE, UNDER THE SECURITIES ACT TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER AND TO WHOM NOTICE IS GIVEN THAT THE OFFER, SALE OR TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A AND IN COMPLIANCE WITH APPLICABLE UNITED STATES SECURITIES LAWS, (C) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144, IF AVAILABLE, UNDER THE SECURITIES ACT, (E) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION, OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND, IN THE CASE OF (D) AND (E) AFTER AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE REASONABLY SATISFACTORY TO SUPERIOR PLUS LP HAS BEEN FURNISHED TO SUPERIOR PLUS LP TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE US STATE SECURITIES LAWS.”

In addition, the Trustee understands and acknowledges that, subject to Section 4.6 and the Supplemental Indenture establishing Notes of any series, Notes of each series will also bear the Canadian Private Placement Legend until such legend is no longer required under Applicable Securities Legislation.

(b) The Trustee acknowledges and understands that the Notes have not been and will not be qualified for sale to the public under Applicable Securities Legislation, unless provided for in this Indenture or the Supplemental Indenture establishing any series of Notes. The Trustee acknowledges and understands that the Notes, and each Note issued in exchange therefor or in substitution thereof, will (subject to the applicable Supplemental Indenture establishing such series of Notes) bear a legend in substantially the following form (the “ Canadian

Private Placement Legend ”) until the legend is no longer required under Applicable Securities Legislation:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS NOTE MUST NOT TRADE THIS NOTE BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (A) [THE ORIGINAL DISTRIBUTION DATE] AND (B) THE DATE THE ISSUER BECOMES A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY OF CANADA”

(c) Each Global Note shall bear a legend in substantially the following form, subject to such modification as required by the applicable Depository (the “ Global Note Legend ”):

“THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREIN REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE TRANSFERRED TO OR EXCHANGED FOR NOTES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY NOTE AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS NOTE SHALL BE A GLOBAL NOTE SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO SUPERIOR PLUS LP OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THIS NOTE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS NOTE.”

(d) Prior to the issuance of Notes of any series, the Issuer shall notify the Trustee, in writing, concerning which Notes are to be certificated and are to bear the legend or legends described in this Section 2.13.

2.14 Payment of Interest

The following provisions shall apply to Notes of each series, except as otherwise specified in a Supplemental Indenture relating to a particular series of Notes (and, in the case of the 2028 Notes, Article 3):

(a) As interest becomes due on each fully registered Note (except on redemption thereof, when interest may at the option of the Issuer be paid upon surrender of such Note), the Issuer, either directly or through the Trustee or any agent of the Trustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Trustee, payment of such interest including any Additional Amounts (less any Taxes required by law to be deducted or withheld therefrom) to the order of the Holder of such Note at the close of business on the applicable Record Date no later than the applicable Interest Payment Date and addressed to the Holder at the Holder’s last address appearing on the

register (or in the case of joint Holders, to such address of one of the joint Holders), unless such Holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least two days prior to each Interest Payment Date and if payment is made by other means (such as electronic transfer of funds, provided the Trustee must receive confirmation of receipt of funds prior to being able to wire funds to Holders), such payment shall be made in a manner whereby the Holder receives credit for such payment on the Interest Payment Date. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any Taxes deducted or withheld as aforesaid, satisfy and discharge all liability for interest including any Additional Amounts on such Note to such extent, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the Person to whom it is so sent as aforesaid, the Issuer shall issue to such Person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Issuer is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on any Note in the manner provided above, the Issuer may make payment of such interest or make such interest available for payment in any other manner acceptable to the Trustee with the same effect as though payment had been made in the manner provided above. If payment is made through the Trustee, by 10:00 a.m. (Toronto time) on the related Interest Payment Date for a Note or to the date of mailing the cheques for the interest due on such Interest Payment Date for such Note, whichever is earlier, the Issuer shall deliver sufficient funds to the Trustee by electronic transfer or certified cheque or make such other arrangements for the provision of funds as may be agreeable between the Trustee and the Issuer in order to effect such interest payment hereunder.

(b) So long as the Notes of any series or any portion thereof are issued in the form of or represented by a Global Note, then all payments of interest on such Global Note shall be made by 10:00 a.m. (Toronto time) on the related Interest Payment Date by electronic funds transfer made payable to the Trustee for subsequent payment to the Depository on behalf of the Beneficial Holders of the applicable interests in that Global Note, unless the Issuer and the Trustee agree.
(c) Notwithstanding Sections 2.14(a) and 2.14(b), all payments in excess of $25,000,000 (or such other amount as determined from time to time by the Canadian Payments Association or any successor thereto) shall be made by the use of the LVTS. Neither the Trustee nor Paying Agent, as applicable, shall have any obligation to disburse funds in respect of any Note pursuant to Section 2.14(a) unless it has received written confirmation satisfactory to it that the funds have been deposited with it in sufficient amount to pay in full all amounts due and payable with respect to such Interest Payment Date for such Note. The Trustee or Paying Agent, as applicable, shall, if it accepts any funds received by it in the form of uncertified cheques, be entitled to delay the time for release of such funds until such uncertified cheques shall be determined to have cleared the financial institution upon which the same are drawn.

2.15 Record of Payment

The Trustee will maintain accounts and records evidencing any payment, by it or any other Paying Agent on behalf of the Issuer, of principal, Premium (if any) and interest in respect of Notes of each series, which accounts and records will constitute, in the absence of manifest error, prima facie evidence of such payment.

2.16 Representation Regarding Third Party Interest

The Issuer hereby represents to the Trustee that any account to be opened by, or interest to be held by, the Trustee in connection with this Indenture, for or to the credit of the Issuer, either (a) is not intended to be used by or on behalf of any third party; or (b) is intended to be used by or on behalf of a third party, in which case the Issuer hereby agrees to complete, execute and deliver forthwith to the Trustee a declaration, in the Trustee’s prescribed form or in such other form as may be reasonably satisfactory to it, as to the particulars of such third party.

ARTICLE 3 TERMS OF THE 2028 Notes

3.1 Definitions

In this Article 3 and in the 2028 Notes, the following terms have the following meanings:

“ 2028 Note Account ” means any account which is designated in writing to the Trustee as the 2028 Note Account from time to time.

“ 2028 Note Maturity Date ” has the meaning given to it in Section 3.5.

“ Additional 2028 Notes ” means any 2028 Notes issued under and pursuant to the terms of and subject to the conditions of this Indenture after the Initial Issue Date.

“ Applicable Premium ” means, with respect to any Note on any Redemption Date, the greater of:

(a) 1.0% of the Called Principal of the Note; and
(b) the excess, if any, of:
(i) the Discounted Value at such Redemption Date of the Remaining Scheduled Payments of the Note; over
(ii) the Called Principal of the Note.

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

“ Discounted Value ” means, with respect to the Called Principal of any Notes, the amount obtained by discounting, on a semi-annual basis, all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the date of calculation of the Redemption Price with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal.

“ Interest Payment Date ” means May 18 and November 18 of each year that the 2028 Notes are outstanding and commencing on November 18, 2021 in respect of the Initial 2028 Notes.

“ Interest Period ” means the period commencing on the later of (a) the date of issue of the 2028 Notes and (b) the immediately preceding Interest Payment Date on which interest has been paid, and ending on the day immediately preceding the Interest Payment Date in respect of which interest is payable.

“ Reinvestment Yield ” means, with respect to the Called Principal of any Note, the sum of (i) 1.00% per annum plus (ii) the bid yield to maturity on such date compounded semi-annually which a noncallable non-amortizing Government of Canada nominal bond would be expected to carry if issued, in Canadian dollars in Canada, at 100% of its principal amount on such date with a term to maturity which most closely approximates the remaining term to May 18, 2024 of the Notes on such date, as determined by the Issuer based on a linear interpolation of the yields represented by the arithmetic average of bids observed in the market place at or about 10:00 a.m. (Toronto time), on the relevant date for each of the two outstanding non-callable non-amortizing Government of Canada nominal bonds which have the terms to maturity which most closely span the remaining term to May 18, 2024 of the Notes on such date, where such arithmetic average is based in each case on the bids quoted to an independent investment dealer acting as agent of the Issuer by two independent registered members of the Investment Industry Regulatory Organization of Canada selected by the Issuer (and acceptable to the Trustee, acting reasonably), calculated in accordance with standard practice in the industry.

“ Remaining Scheduled Payments ” means, with respect to the Called Principal of any Note, (i) the Redemption Price of such Called Principal at May 18, 2024 set forth in Section 3.7(d), and (ii) all required payments of interest on such Called Principal that would be due after the date of calculation of the Redemption Price with respect to such Called Principal through and including to May 18, 2024 if no payment of such Called Principal were made prior to its scheduled due date, provided that if such date of calculation of the Redemption Price is not a date on which interest payments are due to be made under the terms of such Notes, then the amount of the next succeeding interest payment will be reduced by the amount of interest accrued to such date of calculation of the Redemption Price and required to be paid on such date.

3.2 Creation and Designation of the 2028 Notes

In accordance with this Indenture, the Issuer is authorized to issue a series of Notes designated “4.25% Senior Unsecured Notes due 2028”.

3.3 Aggregate Principal Amount

The aggregate principal amount of 2028 Notes which may be issued under this Indenture will consist of and initially be limited to $500,000,000 in lawful money of Canada. The Issuer may, from time to time, without the consent of any existing Holders but subject to Section 6.10, create and issue Additional 2028 Notes hereunder having the same terms and conditions as the 2028 Notes in all respects, except for the date of issuance, issue price and, as applicable, the first payment of interest thereon. Additional 2028 Notes so created and issued will be consolidated with and form a single series with the 2028 Notes.

3.4 Authentication

The Trustee shall initially authenticate one or more Global Notes for original issue on the Initial Issue Date in an aggregate principal amount of $500,000,000 or otherwise to permit transfers or exchanges in accordance with Section 4.6 upon receipt by the Trustee of a duly executed Authentication Order. After the Initial Issue Date, subject to Section 3.3, the Issuer may issue, from time to time, and the Trustee shall authenticate upon receipt of an Authentication Order, Additional 2028 Notes for original issue. Except as provided in Section 6.10, there is no limit on the amount of Additional 2028 Notes that may be issued hereunder. Each such Authentication Order shall specify the principal amount of 2028 Notes to be authenticated and the date on which such 2028 Notes are to be authenticated. The aggregate principal amount of 2028 Notes outstanding at any time may not exceed the aggregate principal amount specified in the Authentication Orders provided in respect of original issues of 2028 Notes except as provided in Section 2.10.

3.5 Date of Issue and Maturity

The Initial 2028 Notes will be dated May 18, 2021 and the 2028 Notes will become due and payable, together with all accrued and unpaid interest thereon, on May 18, 2028 (the “ 2028 Note Maturity Date ”).

3.6 Interest

(a) The 2028 Notes will bear interest on the unpaid principal amount thereof at the rate of 4.25% per annum from, and including, their respective Issue Date to, but excluding, the 2028 Note Maturity Date, compounded semi-annually and payable in arrears on each Interest Payment Date. The first Interest Payment Date for the Initial 2028 Notes will be November 18, 2021.
(b) Interest will be payable in respect of each Interest Period (after, as well as before, the 2028 Note Maturity Date, default and judgment, with interest overdue on principal and interest at a rate that is 1% higher than the applicable rate on the 2028 Notes) on each Interest Payment Date in accordance with Section 2.11 and Section 2.14. Interest on the 2028 Notes will accrue from their respective Issue Date or, if interest has already been paid, from and including the last Interest Payment date therefor to which interest has been paid or made available for payment. Interest will be computed on the basis of a 365-day or 366-day year, as applicable, and will be payable in equal semi-annual amounts; except that interest in respect of any period that is shorter than a full semi-annual interest period will be computed on the basis of a 365-day or 366-day year, as applicable, and the actual number of days elapsed in that period.

3.7 Optional Redemption

(a) At any time prior to May 18, 2024, the Issuer may, on any one or more occasions, redeem up to 40% of the aggregate principal amount of the 2028 Notes (including any Additional Notes), upon not less than 10 days’ nor more than 60 days’ notice, at a Redemption Price equal to 104.250% of the principal amount of the 2028 Notes redeemed, plus accrued and unpaid interest, if any, but excluding 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:
(i) at least 60% of the aggregate principal amount of the 2028 Notes originally issued under this Indenture (calculated after giving effect to any issuance of Additional Notes and excluding Notes held by the Issuer and its Affiliates) remains outstanding immediately after the occurrence of such redemption (unless such Notes are redeemed concurrently); and
(ii) the redemption occurs within 180 days of the date of the closing of the related Equity Offering.
(b) At any time and from time to time prior to May 18, 2024, the Issuer may, on any one or more occasions, redeem the 2028 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 excluding, the applicable Redemption Date, subject to the rights of Holders on the relevant Record Date to receive interest on the relevant Interest Payment Date.
(c) Except pursuant to Subsections 3.7(a) and 3.7(b) and Section 3.8, the 2028 Notes will not be redeemable at the Issuer’s option prior to May 18, 2024.

(d) At any time and from time to time on or after May 18, 2024, the Issuer may, on one or more occasions, redeem all or a part of the 2028 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 upon 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 2028 Notes redeemed, but excluding, the applicable Redemption Date, if redeemed during the twelvemonth period beginning on May 18 of the years indicated below:

Year 2024 .................................................................................. 2025 .................................................................................. 2026 and thereafter .........................................................	Percentage
	102.125% 101.063% 100.000%

(e) Unless otherwise specifically provided in this Section 3.7, the terms of Article 5 shall apply to the redemption of any 2028 Notes and in the event of any inconsistency, the terms of this Section 3.7 shall prevail.

3.8 Optional Redemption for Changes in Withholding Taxes

(a) The 2028 Notes may be redeemed, in whole but not in part, at the option of the Issuer, at any time at a Redemption Price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the date of redemption, if the Issuer 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 (including any reimbursements) pursuant to Section 3.12 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 the Issuer 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.
(b) Prior to giving any Redemption Notice pursuant to this Section 3.8, the Issuer will deliver to the Trustee:
(i) an Officers’ Certificate stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer 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 the Issuer or the applicable Guarantor, as the case may be; and
(ii) a written tax opinion of a law or accounting firm reasonably acceptable to the Trustee, that the Issuer or any Guarantor, as the case may be, has 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.

3.9 Mandatory Redemption and Market Purchases

(a) The Issuer is not required to make mandatory redemption or sinking fund payments with respect to the 2028 Notes; provided, however , that the Issuer may be required to offer to purchase the 2028 Notes pursuant to Sections 6.14 and 6.15.
(b) The Issuer or any of its Subsidiaries may at any time and from time to time purchase 2028 Notes by tender offer, open market purchases, negotiated transactions, private agreement or otherwise at any price in accordance with Applicable Securities Legislation.
3.10 Form and Denomination of the 2028 Notes
(a) The 2028 Notes will be issued in denominations of $1,000 and integral multiples of $1,000 in excess thereof.
(b) Subject to Section 4.2(b), the 2028 Notes will be issuable as Global Notes, substantially in the form set out in Appendix A hereto with such changes as may be reasonably required by the Depository and any other changes as may be approved or permitted by the Issuer, in each case which changes are not prejudicial to the Holders or Beneficial Holders of 2028 Notes, and with such approval in each case to be conclusively deemed to have been given by the officers of the Issuer executing the same in accordance with Article 2.

3.11 Currency of Payment

The principal of, and interest and Premium (if any) on, the 2028 Notes will be payable in Canadian dollars.

3.12 Additional Amounts

(a) All payments made by or on behalf of the Issuer or any Guarantor (the Issuer, any Guarantor and any Person making a payment on their behalf, each a “ Payor ” and collectively, the “ Payors ”) under or with respect to the 2028 Notes or any Note Guarantee in respect thereof 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 2028 Notes or any Note Guarantee in respect thereof, such Payor, subject to the exceptions stated in Section 3.12(b), 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) Notwithstanding Section 3.12(a), a Payor will not pay Additional Amounts to a Holder or Beneficial Holder with respect to:
(i) Canadian withholding Taxes, to the extent that such Taxes would not have been imposed but for the Holder or Beneficial Holder, or the recipient of the interest payable on the Notes, not dealing at arm’s length, within the meaning of the Tax Act, with the Payor;
(ii) 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 of 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;
(iii) 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 2028 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 2028 Notes or any Note Guarantee in respect thereof);
(iv) 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, 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;
(v) estate, inheritance, gift, sales or any similar Taxes;
(vi) Taxes that were imposed with respect to any payment on a 2028 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 2028 Note;
(vii) Taxes imposed on, or deducted or withheld from, payments in respect of the 2028 Notes if such payments could have been made without such imposition, deduction or withholding of such Taxes had such 2028 Notes been presented for payment (where presentation is required) within 30 days after the date on which such payments or such 2028 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 2028 Notes been presented on the last day of such 30-day period);

(viii) 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 any similar legislation imposed by any other Taxing Authority 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 any similar legislation imposed by any other Taxing Authority; or
(ix) any combination of the foregoing items (i) through (viii).
(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 Trustee, the Payor will furnish to the 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 Trustee.
(d) At least 30 calendar days prior to each date on which any payment under or with respect to the 2028 Notes or any Note Guarantee in respect thereof 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 Trustee 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 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 2028 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 (i) through (ix) above 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) In addition, 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 2028 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 2028 Notes or any Note Guarantee or as a result of, or in connection with, the enforcement of the 2028 Notes, any Note Guarantee and/or any other such document or instrument.

(g) The obligations described under this Section 3.12 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.

3.13 Appointment

(a) The Trustee will be the trustee for the 2028 Notes, subject to Article 11.
(b)
The Issuer initially appoints CDS to act as Depository with respect to the 2028 Notes.
(c) The Issuer initially appoints the Trustee at its corporate office in Calgary, Alberta to act as the Registrar, transfer agent, authentication agent and Paying Agent with respect to the 2028 Notes. The Issuer may change the Registrar, transfer agent, authentication agent or Paying Agent for the 2028 Notes at any time and from time to time without prior notice to the Holders of the 2028 Notes.

3.14 Inconsistency

In the case of any conflict or inconsistency between this Article 3 and any other provision of this Indenture, Article 3 shall, as to the 2028 Notes, govern and prevail.

3.15 Reference to Principal, Premium, Interest, etc.

Whenever this Indenture refers to, in any context, the payment of principal, Called Principal, Premium, if any, interest or any other amount payable under or with respect to any Note, such reference shall include the payment of Additional Amounts or indemnification payments as described hereunder, if applicable.

ARTICLE 4 REGISTRATION, TRANSFER, EXCHANGE AND OWNERSHIP

4.1 Register of Certificated Notes

(a) Subject to the terms of any Supplemental Indenture, with respect to each series of Notes issuable in whole or in part as registered Notes, the Issuer shall cause to be kept by and at the principal office of the Trustee in Calgary, Alberta or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as may be specified in the Notes of such series or as the Issuer may designate with the approval of the Trustee, a register in which shall be entered the names and addresses of the Holders and particulars of the Notes held by them respectively and of all transfers of Notes. Such registration shall be noted on the relevant Notes by the Trustee or other Registrar unless a new Note shall be issued upon such transfer.
(b) No transfer of a registered Note shall be valid unless made on such register referred to in Section 4.1(a) by the Holder or such Holder’s executors, administrators or other legal representatives or an attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Trustee or other Registrar upon surrender of the Notes together with a duly executed form of transfer acceptable to the Trustee or other

Registrar and upon compliance with such other reasonable requirements as the Trustee or other Registrar may prescribe, and unless the name of the transferee shall have been noted on the Note by the Trustee or other Registrar.

4.2 Global Notes

(a) With respect to Notes issuable as or represented by, in whole or in part, one or more Global Notes, the Issuer shall cause to be kept by and at the principal office of the Trustee in Calgary, Alberta or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer may designate with the approval of the Trustee, a register in which shall be entered the name and address of the Holder of each such Global Note (being the Depository, or its nominee, for such Global Note) and particulars of the Global Note held by it, and of all transfers thereof. If any Notes are at any time not Global Notes, the provisions of Section 4.1 shall govern with respect to registrations and transfers of such Notes.
(b) Notwithstanding any other provision of this Indenture, a Global Note may not be transferred by the Holder thereof and, accordingly, subject to Section 4.6, no Definitive Notes of any series shall be issued to Beneficial Holders except in the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate:
(i) Definitive Notes may be issued to Beneficial Holders at any time after:
- (A) the Issuer has determined that CDS (1) is unwilling or unable to continue as Depository for Global Notes, or (2) ceases to be eligible to be a Depository, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction;
- (B) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist; or
- (C) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 50% of the aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; and
(ii) Global Notes may be transferred (A) if such transfer is required by applicable law, as determined by the Issuer and Counsel, or (B) by a Depository to a nominee of such Depository, or by a nominee of a Depository to such Depository, or to another nominee of such Depository, or by a Depository or its nominee to a successor Depository or its nominee.
(c) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 4.2(b)(i) or upon the transfer of a Global Note to a Person other than a Depository or a nominee thereof in accordance with Section 4.2(b)(i)(A), the Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes for such series. Upon surrender by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the

Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 4.1 and the remaining provisions of this Article 4.

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

4.3 Transferee Entitled to Registration

The transferee of a Note shall be entitled, after the appropriate form of transfer is deposited with the Trustee or other Registrar and upon compliance with all other conditions for such transfer required by this Indenture or by law, to be entered on the register as the owner of such Note free from all equities or rights of set-off or counterclaim between the Issuer and the transferor or any previous Holder of such Note, save in respect of equities of which the Issuer is required to take notice by law (including any statute or order of a court of competent jurisdiction).

4.4 No Notice of Trusts

None of the Issuer, the Trustee and any Registrar or Paying Agent will be bound to take notice of or see to the performance or observance of any duty owed to a third Person, whether under a trust, express, implied, resulting or constructive, in respect of any Note by the Holder or any Person whom the Issuer or the Trustee treats, as permitted or required by law, as the owner or the Holder of such Note, and may transfer the same on the direction of the Person so treated as the owner or Holder of the Note, whether named as Trustee or otherwise, as though that Person were the Beneficial Holder thereof.

4.5 Registers Open for Inspection

The registers referred to in Sections 4.1 and 4.2 shall, subject to applicable law, at all reasonable times be open for inspection by the Issuer, the Trustee or any Holder. Every Registrar, including the Trustee, shall from time to time when requested so to do by the Issuer or by the Trustee, in writing, furnish the Issuer or the Trustee, as the case may be, with a list of names and addresses of Holders entered on the registers kept by them and showing the principal amount and serial numbers of the Notes held by each such Holder, provided the Trustee shall be entitled to charge a reasonable fee to provide such a list.

4.6 Transfers and Exchanges of Notes

(a) Transfer and Exchange of Global Notes. A beneficial interest in a Global Note may not be exchanged for a Definitive Note other than pursuant to Section 4.2(b)(i). A Global Note may not be exchanged for another Note other than as provided in this Section 4.6(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 4.6(b) or 4.6(c), as applicable.
(b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depository, in accordance with the provisions of this Indenture, applicable laws and the Applicable Procedures. Beneficial interests in the Restricted Global Notes and the Unrestricted Global

Notes shall be subject to restrictions on transfer as set forth herein to the extent required by the 1933 Act and Applicable Securities Legislation. Transfers and exchanges of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in the Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note if such beneficial interest is being transferred in accordance with the transfer restrictions set forth in the 144A U.S. Legend. Beneficial interests in the Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect transfers described in this Section 4.6(b)(i).
(ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 4.6(b)(i), the transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order from a Participant or a Beneficial Holder, in each case, given to the Depository in accordance with the Applicable Procedures directing the Depository to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged, and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase, or (B) (1) a written order from a Participant or a Beneficial Holder, in each case, given to the Depository in accordance with the Applicable Procedures directing the Depository to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred, and (2) instructions given by the Depository to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer referred to in (B)(1) above. Upon satisfaction of all of the requirements for transfer of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the 1933 Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 4.6(f).
(iii) Transfer of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in a Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the transfer complies with the requirements of Section 4.6(b)(ii) and the Registrar receives a certificate from such holder in the form of Appendix B hereto, including the applicable certifications in item (2) thereof, and, other than if the Registrar receives the certification in item 2(a) of Appendix B, if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such transfer is in compliance with the 1933 Act and that the restrictions on transfer contained herein and in the 144A U.S. Legend are no longer required in order to maintain compliance with the 1933 Act.

If any such transfer is effected pursuant to subparagraph (iii) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.4(c) hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (iii) above.

(c) Transfer or Exchange of Beneficial Interests in the Global Notes for Definitive Notes. A holder of a beneficial interest in a Global Note may exchange such beneficial interest for a Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note only upon the occurrence of any of the preceding events in Section 4.2(b)(i) and satisfaction of the conditions set forth in Section 4.6(b)(ii). Upon the occurrence of any such preceding event and receipt by the Registrar of the documentation referred to in the appropriate subparagraph of this Section 4.6(c), the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 4.6(f), and the Issuer shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 4.6(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depository and the Participant or Beneficial Holder. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. The foregoing requirements shall apply to all transfers pursuant to this Section 4.6(c).
(i) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may transfer such beneficial interest to a QIB in accordance with Rule 144A under the 1933 Act who takes delivery thereof in the form of a Restricted Definitive Note upon the receipt by the Registrar of a certificate substantially in the form of Appendix B hereto, including the certifications in item (1) thereof.

Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 4.6(c)(i) shall bear the 144A U.S. Legend and shall be subject to all restrictions on transfer contained therein.

(ii) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note upon the receipt by the Registrar of a certificate from such holder substantially in the form of Appendix B hereto, including the applicable certifications in item (2) thereof, and, other than if the Registrar receives the certifications in item 2(a) of Appendix B, if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such transfer is in compliance with the 1933 Act and that the restrictions on transfer contained herein and in the Rule 144A Legend are no longer required in order to maintain compliance with the 1933 Act.
(iii) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in an Unrestricted Global Note may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note if the Registrar receives a certificate from such holder in the form of Appendix B hereto, which need not include any of the applicable certifications in item 2 thereof.
(d) Transfer and Exchange of Definitive Notes for Beneficial Interests in the Global Notes.
(i) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. A Holder of a Restricted Definitive Note may transfer such Restricted Definitive Note (A) to a QIB in accordance with Rule 144A under the 1933 Act, (B) pursuant to and in accordance with Rule 144 under the 1933 Act, or (C) to the Issuer or a Subsidiary thereof, who takes delivery thereof in the form of a beneficial interest in a Restricted

Global Note upon the receipt by the Registrar of a certificate substantially in the form of Appendix B hereto, including the certifications in item (1), (3)(a), (3)(b) or (3)(c) thereof, as applicable, and if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar that a transfer pursuant to (3)(c) of Appendix B is in compliance with the 1933 Act and the restrictions on transfer contained therein.

Upon satisfaction of the conditions in this Section 4.6(d)(i), the Trustee shall cancel the Restricted Definitive Note, and increase or cause to be increased the aggregate principal amount of the Restricted Global Note.

(ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the Registrar receives a certificate from such Holder substantially in the form of Appendix B hereto, including the applicable certifications in item (2) thereof, and, other than if the Registrar receives the certifications in item 2(a) of Appendix B hereto, if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such transfer is in compliance with the 1933 Act and that the restrictions on transfer contained herein and in the 144A U.S. Legend are no longer required in order to maintain compliance with the 1933 Act.

Upon satisfaction of the conditions of this Section 4.6(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

(iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may transfer such Unrestricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the Registrar receives a certificate from such Holder in the form of Appendix B hereto, which need not include any of the certifications in item (2) thereof. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Notes.
(iv) Unrestricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any such transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (ii) or (iii) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.4 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.
(e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 4.6(e) and Applicable Securities Legislation, the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 4.6(e) and Applicable Securities Legislation.

(i) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note transferred to a QIB in accordance with Rule 144A may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives a certificate substantially in the form of Appendix B hereto, including the certifications in item (1) thereof.
(ii) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if the Registrar receives a certificate substantially in the form of Appendix B hereto, including the applicable certifications in item (2) thereof, and, other than if the Registrar receives the certification in item 2(a) of Appendix B hereto, if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Issuer to the effect that such exchange or transfer is in compliance with the 1933 Act and that the restrictions on transfer contained herein and in the 144A U.S. Legend are no longer required in order to maintain compliance with the 1933 Act.
(iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note if the Registrar receives a certificate from such Holder substantially in the form of Appendix B hereto, which need not include any of the certifications in item (2) thereof. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.
(f) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or cancelled in whole and not in part, each such Global Note shall be returned to or retained and cancelled by the Trustee in accordance with Section 4.9 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depository at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depository at the direction of the Trustee to reflect such increase.
(g)

General Provisions Relating to Transfers and Exchanges.

(i) To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Issuer’s Authentication Order in accordance with Section 2.4 or at the Registrar’s request.
(ii) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover 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 Sections 2.9 and 6.15).

(iii) 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 Issuer, 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.
(iv) Neither the Issuer nor the Trustee nor any Registrar shall be required to:
(A) issue, register the transfer of or exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 5.1 hereof and ending at the close of business on the day of selection, or
(B) register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or unless upon due presentation thereof for redemption such Notes are not redeemed, or
(C) register the transfer of or exchange a Note between a Record Date and the next succeeding Interest Payment Date, or
(D) to register the transfer of or to exchange a Note tendered and not withdrawn in connection with a Change of Control Offer or an Asset Sale Offer.
(v) Subject to any restriction provided in this Indenture, the Issuer with the approval of the Trustee may at any time close any register for the Notes of any series (other than those kept at the principal office of the Trustee in Calgary, Alberta) and transfer the registration of any Notes registered thereon to another register (which may be an existing register) and thereafter such Notes shall be deemed to be registered on such other register. Notice of such transfer shall be given to the Holders of such Notes.
(vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Registrar or Paying Agent and the Issuer 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 of (and Premium, if any) and interest on such Notes and for all other purposes, and none of the Trustee, any Registrar or Paying Agent or the Issuer shall be affected by notice to the contrary.
(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.4.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer, the Issuer shall execute, and the Trustee shall authenticate and deliver, 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.
(ix) 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 Issuer shall execute, and the Trustee shall authenticate and deliver, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.4 hereof.

(x) All certifications, certificates and Opinions of Counsel required to be submitted pursuant to this Section 4.6 to effect a registration of transfer or exchange may be submitted by facsimile.

4.7 Charges for Registration, Transfer and Exchange

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

(a) for any exchange, registration, transfer or discharge from registration of a Note of any series applied for within a period of two months from the date of the first delivery thereof;
(b) for any exchange of any interim or temporary Note of any series or interim certificate that has been issued under Section 2.9 for a Definitive Note of any series;
(c) for any exchange of a Global Note of any series as contemplated in Section 4.2; or
(d) for any exchange of a Note of any series resulting from a partial redemption under Section 5.3.

4.8 Ownership of Notes

(a) The Holder for the time being of any Note shall be entitled to the principal, Premium, if any, and/or interest evidenced by such Note, free from all equities or rights of set-off or counterclaim between the Issuer and the original or any intermediate Holder thereof (except in respect of equities of which the Issuer is required to take notice by law) and all Persons may act accordingly and the receipt of any such Holder for any such principal, Premium, if any, or interest shall be a valid discharge to the Trustee, any Registrar and to the Issuer for the same and none shall be bound to inquire into the title of any such Holder.
(b) Where Notes are registered in more than one name, the principal, Premium, if any, and interest from time to time payable in respect thereof may be paid to the order of all or any of such Holders, failing written instructions from them to the contrary, and the receipt of any one of such Holders therefor shall be a valid discharge, to the Trustee, any Registrar and to the Issuer.
(c) In the case of the death of one or more joint Holders, the principal, Premium, if any, and interest from time to time payable thereon may be paid to the order of the survivor or survivors of such Holders and to the estate of the deceased and the receipt by such survivor or survivors and the estate of the deceased thereof shall be a valid discharge by the Trustee, any Registrar and the Issuer.
(d) Unless otherwise required by law, the Person in whose name any Note is registered shall for all purposes of this Indenture (except for references in this Indenture to a “Beneficial Holder”) be and be deemed to be the owner thereof and payment of or on account of the principal of, Premium, if any, and interest on such Note shall be made only to or upon the order in writing of such Holder.

(e) Notwithstanding any other provision of this Indenture, all payments in respect of Notes issuable in the form of or represented by a Global Note shall be made to the Depository or its nominee for subsequent payment by the Depository or its nominee to the Participants or behalf of the Beneficial Holders.

4.9 Cancellation and Destruction

All matured Notes of any series shall forthwith after payment of all Obligations thereunder be delivered to the Trustee or to a Person appointed by it or by the Issuer with the approval of the Trustee and cancelled by the Trustee. All Notes of any series which are cancelled or required to be cancelled under this or any other provision of this Indenture shall be destroyed by the Trustee and, if required by the Issuer, the Trustee shall furnish to it a destruction certificate setting out the designating numbers of the Notes so destroyed.

ARTICLE 5 REDEMPTION AND PURCHASE OF NOTES

5.1 Redemption of Notes

Subject to the provisions of the Supplemental Indenture relating to the issue of a particular series of Notes or, in the case of the 2028 Notes, Article 3, Notes of any series may be redeemed before the Stated Maturity thereof, in whole at any time or in part from time to time, at the option of the Issuer and in accordance with and subject to the provisions set out in this Indenture and any applicable Supplemental Indenture, including those relating to the payment of any required redemption price (“ Redemption Price ”).

5.2 Places of Payment

The Redemption Price will be payable upon presentation and surrender of the Notes called for redemption at any of the places where the principal of such Notes is expressed to be payable and at any other places specified in the Redemption Notice.

5.3 Partial Redemption

(a) If less than all of the Notes of any series are to be redeemed at any time, the Trustee will select Notes of such series for redemption as follows:
(i) if such Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such Notes are listed; or
(ii) if such Notes are not listed on any national securities exchange, on a pro rata basis, or based on a method that most nearly approximates a pro rata selection as the Trustee deems fair and appropriate unless otherwise required by applicable law or depository requirements.

Subject to the foregoing and the Supplemental Indenture relating to any series of Notes (or, in the case of the 2028 Notes, Article 3), Notes or portions of Notes the Trustee selects for redemption shall be in minimum amounts of $1,000 or integral multiples of $1,000 in excess thereof.

(b) If Notes of any series are to be redeemed in part only, the Redemption Notice that relates to such Notes will state the portion of the principal amount of such Notes that is to be redeemed. In the event that one or more of such Notes becomes subject to redemption in

part only, upon surrender of any such Notes for payment of the Redemption Price, together with interest accrued to but excluding the applicable Redemption Date, the Issuer shall execute and the Trustee shall authenticate and deliver without charge to the Holder thereof or upon the Holder’s order one or more new Notes of such series for the unredeemed part of the principal amount of the Notes so surrendered or, with respect to Global Notes, the Trustee shall make notations on the Global Notes of the principal amount thereof so redeemed. Unless the context otherwise requires, the terms “Note” or “Notes” as used in this Article 5 shall be deemed to mean or include any part of the principal amount of any Note which in accordance with the foregoing provisions has become subject to redemption.

5.4 Notice of Redemption

Unless otherwise provided in a Supplemental Indenture or, in the case of the 2028 Notes, Article 3, notice of redemption (the “ Redemption Notice ”) of any series of Notes shall be given to the Holders of the Notes so to be redeemed not more than 60 days nor less than 10 days prior to the date fixed for redemption (the “ Redemption Date ”) in the manner provided in Section 14.2; provided that Redemption Notices in respect of optional redemptions of Notes may be delivered more than 60 days prior to a Redemption Date if the Redemption Notice is issued in connection with a defeasance of the relevant Notes or a satisfaction and discharge of this Indenture. Every such Redemption Notice shall specify the aggregate principal amount of Notes called for redemption, the Redemption Date, the Redemption Price and the places of payment and shall state that interest upon the principal amount of Notes called for redemption shall cease to be payable from and after the Redemption Date. Redemption Notices in respect of redemptions made pursuant to Section 3.7 and Section 3.8 may, at the Issuer’s discretion, be subject to one or more conditions precedent, as described under Section 5.5. In addition, unless all the outstanding Notes of a series are to be redeemed, the Redemption Notice shall specify:

(a) the distinguishing letters and numbers of the Notes which are to be redeemed (as are registered in the name of such Holder);
(b) if such Notes are selected by terminal digit or other similar system, such particulars as may be sufficient to identify the Notes so selected;
(c) in the case of Global Notes, that the redemption will take place in such manner as may be agreed upon by the Depository, the Trustee and the Issuer; and
(d) in all cases, the principal amounts of such Notes or, if any such Note is to be redeemed in part only, the principal amount of such part.

Notwithstanding Section 14.2, in the event that all Notes of a series to be redeemed are Global Notes, publication of the Redemption Notice shall not be required.

5.5 Qualified Redemption Notice

In connection with any optional redemption of Notes, any such redemption may, at the Issuer’s 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 Issuer’s sole discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived bythe Issuer in its 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.

5.6 Notes Due on Redemption Dates

Upon a Redemption Notice having been given as provided in Section 5.4, all the Notes so called for redemption or the principal amount to be redeemed of the Notes called for redemption, as the case may be, shall thereupon be and become due and payable at the Redemption Price, together with accrued interest to but excluding the Redemption Date, on the Redemption Date specified in such notice, in the same manner and with the same effect as if it were the Stated Maturity specified in such Notes, anything therein or herein to the contrary notwithstanding. If any Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes shall be subject to redemption by the Issuer. From and after such Redemption Date, if the monies necessary to redeem such Notes shall have been deposited as provided in Section 5.7 and affidavits or other proof satisfactory to the Trustee as to the publication and/or mailing of such Redemption Notices shall have been lodged with it, interest upon the Notes shall cease to accrue. If any question shall arise as to whether any notice has been given as above provided and such deposit made, such question shall be decided by the Trustee whose decision shall be final and binding upon all parties in interest.

5.7 Deposit of Redemption Monies

(a) Except as may otherwise be provided in any Supplemental Indenture or, in the case of the 2028 Notes, Article 3, upon Notes being called for redemption, the Issuer shall deposit with the Trustee, for onward payment to the Depository, on or before 10:00 a.m. (Toronto time) on the Redemption Date specified in the Redemption Notice, such sums of money as may be sufficient to pay the Redemption Price of the Notes so called for redemption, plus accrued and unpaid interest thereon up to but excluding the Redemption Date and including any Additional Amounts, less any Taxes required by law to be deducted or withheld therefrom. The Issuer shall also deposit with the Trustee a sum of money sufficient to pay any charges or expenses which may be incurred by the Trustee in connection with such redemption. Every such deposit shall be irrevocable. From the sums so deposited, the Trustee shall pay or cause to be paid, to the Depository on behalf of the Holders of such Notes so called for redemption, upon surrender of such Notes, the principal, Premium (if any) and interest (if any) to which they are respectively entitled on redemption.
(b) Payment of funds to the Trustee upon redemption of Notes shall be made by electronic transfer or certified cheque or pursuant to such other arrangements for the provision of funds as may be agreed between the Issuer and the Trustee in order to effect such payment hereunder. Notwithstanding the foregoing, (i) all payments in excess of $25,000,000 (or such other amount as determined from time to time by the Canadian Payments Association) shall be made by the use of the LVTS; and (ii) in the event that payment must be made to the Depository, the Issuer shall remit payment to the Trustee by LVTS. The Trustee shall have no obligation to disburse funds pursuant to this Section 5.7 unless it has received written confirmation satisfactory to it that the funds have been deposited with it in sufficient amount to pay in full all amounts due and payable on the applicable Redemption Date. The Trustee shall, if it accepts any funds received by it in the form of uncertified cheques, be entitled to delay the time for release of such funds until such uncertified cheques shall be determined to have cleared the financial institution upon which the same are drawn.

5.8 Failure to Surrender Notes Called for Redemption

In case the Holder of any Note of any series so called for redemption shall fail on or before the Redemption Date so to surrender such Holder’s Note, or shall not within such time specified on the Redemption Notice accept payment of the redemption monies payable, or give such receipt therefor, if any, as the Trustee may require, such redemption monies may be set aside in trust, without

interest, either in the deposit department of the Trustee or in a chartered bank, and such setting aside shall for all purposes be deemed a payment to the Holder of the sum so set aside and, to that extent, such Note shall thereafter not be considered as outstanding hereunder and the Holder thereof shall have no other right except to receive payment of the Redemption Price of such Note, plus any accrued but unpaid interest thereon to but excluding the Redemption Date and including any Additional Amounts, less any Taxes required by law to be deducted or withheld, out of the monies so paid and deposited, upon surrender and delivery up of such Holder’s relevant Note. In the event that any money required to be deposited hereunder with the Trustee or any Paying Agent on account of principal, Premium, if any, or interest, if any, on Notes issued hereunder shall remain so deposited for a period of six years from the Redemption Date, then such monies, together with any accumulated interest thereon, shall at the end of such period be paid over or delivered over by the Trustee or such Paying Agent to the Issuer on its demand, and thereupon the Trustee shall not be responsible to Holders of such Notes for any amounts owing to them and subject to applicable law, thereafter the Holders of such Notes in respect of which such money was so repaid to the Issuer shall have no rights in respect thereof except to obtain payment of the money due from the Issuer, subject to any limitation period provided by the laws of Ontario.

5.9 Cancellation of Notes Redeemed

Subject to the provisions of Sections 5.3 and 5.10 as to Notes redeemed or purchased in part, all Notes redeemed and paid under this Article 5 shall forthwith be delivered to the Trustee and cancelled and no Notes shall be issued in substitution for those redeemed.

5.10 Purchase of Notes for Cancellation

(a) Subject to the provisions of any Supplemental Indenture relating to a particular series of Notes or, in the case of the 2028 Notes, Article 3, the Issuer may, at any time and from time to time, purchase Notes of any series in the market (which shall include purchases from or through an investment dealer or a firm holding membership on a recognized stock exchange) or by tender or by contract, at any price; provided such acquisition does not otherwise violate the terms of this Indenture. All Notes so purchased may, at the option of the Issuer, be delivered to the Trustee and cancelled and no Notes shall be issued in substitution therefor.
(b) If, upon an invitation for tenders, more Notes of the relevant series are tendered at the same lowest price than the Issuer is prepared to accept, the Notes to be purchased by the Issuer shall be selected by the Trustee on a pro rata basis or in such other manner as the Issuer directs in writing and as consented to by the exchange, if any, on which Notes of such series are then listed which the Trustee considers appropriate, from the Notes of such series tendered by each tendering Holder thereof who tendered at such lowest price. For this purpose the Trustee may make, and from time to time amend, regulations with respect to the manner in which Notes of any series may be so selected, and regulations so made shall be valid and binding upon all Holders thereof, notwithstanding the fact that as a result thereof one or more of such Notes become subject to purchase in part only. The Holder of a Note of any series of which a part only is purchased, upon surrender of such Note for payment, shall be entitled to receive, without expense to such Holder, one or more new Notes of such series for the unpurchased part so surrendered, and the Trustee shall authenticate and deliver such new Note or Notes upon receipt of the Note so surrendered or, with respect to a Global Note, the Depository shall make book-entry notations with respect to the principal amount thereof so purchased.

ARTICLE 6 COVENANTS OF THE ISSUER

As long as any Notes remain outstanding, the Issuer hereby covenants and agrees with the Trustee for the benefit of the Trustee and the Holders as follows (unless and for so long as the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding Notes, in which case the following provisions of this Article 6 shall not apply):

6.1 Payment of Principal, Premium, and Interest

(a) The Issuer covenants and agrees for the benefit of the Holders that it will duly and punctually pay the principal of, Premium, if any, and interest on the Notes in accordance with the terms of each series of Notes, as applicable, and this Indenture. Principal, Premium and interest shall be considered paid on the date due if on such date the Trustee holds in accordance with this Indenture money sufficient to pay all principal, Premium and interest then due and the Trustee is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture.
(b) Subject to the provisions of any Supplemental Indenture relating to a particular series of Notes or, in the case of the 2028 Notes, Article 3, the Issuer shall pay interest on overdue principal and Premium, if any, at the rate specified in respect of each series of Notes, and it will pay interest on overdue instalments of interest at the same rate to the extent lawful.

6.2 Existence

Subject to Article 10, the Issuer shall, and shall cause each Restricted Affiliate to, do or cause to be done all things necessary to preserve and keep in full force and effect the corporate, partnership or other legal existence, as applicable, and the corporate, partnership or other legal power, as applicable, of the Issuer and each Restricted Affiliate; provided that neither the Issuer nor any Restricted Affiliate will be required to preserve any such corporate, partnership or other legal existence and corporate, partnership or other legal power if the Board of Directors of the Issuer determines that the preservation thereof is no longer desirable in the conduct of the business of the Issuer, and the Restricted Affiliates taken as a whole and that the loss thereof is not disadvantageous in any material respect to the Holders.

6.3 Payment of Taxes and Other Claims

The Issuer shall and shall cause each of the Restricted Affiliates to, file all tax returns required to be filed in any jurisdiction and to pay and discharge, or cause to be paid and discharged, all Taxes shown to be due and payable on such returns and all other Taxes imposed on them or any of their properties, assets, income or franchises, to the extent such Taxes have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Issuer or any Restricted Affiliate; provided that neither the Issuer nor any Restricted Affiliate need pay any such Taxes or claim if (a) the amount, applicability or validity thereof is contested by the Issuer or such Restricted Affiliate on a timely basis in good faith and in appropriate proceedings, and the Issuer or a Restricted Affiliate has established adequate reserves therefor in accordance with GAAP on the books of the Issuer or such Restricted Affiliate or (b) the non-payment of all such Taxes in the aggregate would not reasonably be expected to have a material adverse effect on the business, affairs or financial condition of the Issuer and the Restricted Affiliates, taken as a whole.

6.4 Keeping of Books

The Issuer shall keep or cause to be kept, and shall cause each Restricted Affiliate to keep or cause to be kept proper books of record and account, in which full and correct entries (in all material respects) shall be made of all financial transactions and the Property and business of the Issuer and the Restricted Affiliates in accordance with GAAP.

6.5 Statement by Officers

(a) The Issuer shall deliver to the Trustee, within 120 days after the end of each of its fiscal years, a brief certificate from the principal executive officer, principal financial officer or principal accounting officer as to his or her knowledge of compliance by the Issuer and the Restricted Affiliates with all conditions and covenants in this Indenture. For purposes of this Section 6.5(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.
(b) Within 30 days after becoming aware of any Default or Event of Default, the Issuer shall promptly deliver to the Trustee by registered or certified mail or by facsimile transmission an Officers’ Certificate, specifying such event, notice or other action giving rise to such Default or Event of Default and the action that the Issuer or Restricted Affiliate, as applicable, is taking or proposes to take with respect thereto.

6.6 Provision of Reports and Financial Statements

(a) The Issuer will provide the Trustee, and the Trustee 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” (or its equivalent). Notwithstanding the foregoing, all Financial Reports will be deemed to have been provided to the Trustee and the Holders as required hereunder once filed on the System for Electronic Document Analysis and Retrieval (“ SEDAR ”) or any successor system thereto.
(b) If and for so long as the Issuer has designated any Subsidiaries of Parent as Unrestricted Affiliates such that its Unrestricted Affiliates represent 10% or more of the consolidated assets or revenue of Parent and its Subsidiaries, then the Financial Reports required by Section 6.6(a) 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 Affiliates.
(c) In the event that any direct or indirect parent company of Parent becomes a Guarantor of the Notes, the Issuer may satisfy its obligations under this covenant to provide Financial Reports of 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.
(d) In the event that Parent ceases to be a “reporting issuer” (or its equivalent), the Issuer will, or will cause Parent to, maintain a public website to which the Holders, prospective investors and securities analysts are given access, not later than the date by which the Financial

Reports are required to be provided to the Trustee pursuant to Section 6.6(b). Making such Financial Reports so available shall be deemed to satisfy the requirements of Section 6.6(a).

6.7 Designation of Subsidiaries as Restricted or Unrestricted

(a) The Issuer, through the Board of Directors of Superior GP, may designate any Subsidiary of Parent that is a Restricted Affiliate to be an Unrestricted Affiliate, provided that:
(i) immediately after and giving effect to such designation, no Default or Event of Default shall have occurred and be continuing;
(ii) at the time of the designation, the Issuer and its Restricted Affiliates could make a Restricted Payment in an amount equal to the Fair Market Value of the Subsidiary so designated in compliance with Section 6.9;
(iii) all the Indebtedness of such Subsidiary shall, at the time of such designation and at all times thereafter, consist of Non-Recourse Debt;
(iv) such Subsidiary is not party to any agreement, contract, arrangement or understanding with the Issuer or any Restricted Affiliate unless any such agreement, contract, arrangement or understanding would, immediately after giving effect to such designation, be permitted by Section 6.12; and
(v) such Subsidiary is a Person with respect to which neither the Issuer nor any of its Restricted Affiliates 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 the Issuer in compliance with Section 6.9 (and the maximum amount of such obligation shall be deemed to be an Investment by the Issuer for purposes of such covenant).
(b) Any designation of a Restricted Affiliate of the Issuer as an Unrestricted Affiliate will be evidenced to the Trustee by filing with the Trustee an Officers’ Certificate certifying that such designation complied with the preceding conditions. If, at any time, any Unrestricted Affiliate would fail to meet the preceding requirements as an Unrestricted Affiliate, it will thereafter cease to be an Unrestricted Affiliate for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Affiliate as of such date.
(c) The Issuer, through the Board of Directors of Superior GP, may designate any Unrestricted Affiliate to be a Restricted Affiliate, provided that:
(i) immediately after and giving effect to such designation, no Default or Event of Default shall have occurred and be continuing;
(ii) such designation will be deemed to be an incurrence of Indebtedness by a Restricted Affiliate of any outstanding Indebtedness of such Unrestricted Affiliate, and such designation will only be permitted if such Indebtedness is permitted under Section 6.10;
(iii) the aggregate Fair Market Value of all outstanding Investments owned by the Unrestricted Affiliate 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 6.9; and

(iv) all Liens upon property and assets of such Unrestricted Affiliate existing at the time of such designation would be permitted under Section 6.8.

6.8 Limitation on Liens

(a) The Issuer will not, and will not permit any of its Restricted Affiliates 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 Affiliate, 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 Section 6.8(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.

6.9 Restricted Payments

(a) Subject to Section 6.9(b), the Issuer will not, and will not permit any of its Restricted Affiliates to, directly or indirectly:
(i) declare or pay any dividend or make any other payment or distribution on account of the Issuer’s or any of its Restricted Affiliates’ Equity Interests (including, without limitation, any payment in connection with any merger, plan of arrangement, amalgamation or consolidation involving the Issuer or any of its Restricted Affiliates) or to the direct or indirect holders of the Issuer’s or any of its Restricted Affiliates’ 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 the Issuer or a Guarantor);
(ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger, plan of arrangement, amalgamation or consolidation involving the Issuer) any Equity Interests of the Issuer or any direct or indirect parent of the Issuer;
(iii) 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 the Issuer and any of its Restricted Affiliates), other than any payment, repurchase, redemption, defeasance or other acquisition for value of such Subordinated Debt 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
(iv) make any Restricted Investment;

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

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

(B) the Issuer or its Restricted Affiliate 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 6.10(a); and
(C) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted Affiliates since October 1, 2014 (excluding all Restricted Payments made by the Issuer and its Restricted Affiliates pursuant to clauses (ii) through (viii) and (x) through (xiii) of Section 6.9(b)), is less than the sum, without duplication, of:
- (1) 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
- (2) 100% of the aggregate Net Cash Proceeds received by Parent or the Issuer since October 1, 2014 (A) as a contribution to its common equity capital, (B) from Equity Offerings of Parent or the Issuer, 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 (to the extent Parent is a Guarantor) or the Issuer 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
- (3) 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
- (4) to the extent that any Unrestricted Affiliate of the Issuer designated as such after October 1, 2014 is redesignated as a Restricted Affiliate 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 Affiliate; plus
- (5) 100% of any dividends or distributions received in cash by the Issuer or any of its Restricted Affiliates from any Unrestricted Affiliate after October 1, 2014, to the extent not already included in Consolidated Net Income for the applicable period; plus
- (6) in the case of the release of any Guarantee that was treated as a Restricted Payment made by the Issuer or any of its Restricted Affiliates 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) Section 6.9(a) will not prohibit:

(i) 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;
(ii) 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 Section 6.9(a)(C)(2);
(iii) the repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Debt of the Issuer or any Guarantor with the net cash proceeds from a substantially concurrent incurrence of, or in exchange for, Permitted Refinancing Indebtedness;
(iv) the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Affiliate of the Issuer (other than Parent) that is not a Wholly Owned Restricted Affiliate to the holders of its Equity Interests on a pro rata basis;
(v) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Issuer or any Restricted Affiliate held by any current or former officer, director or employee of the Issuer or any of its Restricted Affiliates 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 of the Issuer (with unused amounts in any calendar year being carried over to the immediately succeeding calendar year but not to any subsequent calendar year);
(vi) 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;
(vii) the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of the Issuer or any Restricted Affiliate issued on or after the Issue Date in accordance with Section 6.10, provided that such dividends are included in Fixed Charges of the Issuer and its Restricted Affiliates as accrued;
(viii) the payment, purchase, repurchase, redemption, defeasance, acquisition or other retirement for value of Subordinated Debt of the Issuer 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 provisions similar to the covenants contained in Section 6.14 or 6.15, as applicable; provided, however, that, prior to or simultaneously with such payment, purchase, repurchase, redemption, defeasance, acquisition or retirement, the Issuer has made the Change of Control Offer or Asset Sale Offer, if required, with respect to the Notes and has repurchased all Notes validly tendered for payment and not withdrawn in connection with such Change of Control Offer or Asset Sale Offer;

(ix) 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; and provided that (i) the aggregate amount of all such dividend payments or stock repurchases consummated in the Issuer’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;
(x) 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;
(xi) 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;
(xii) 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
(xiii) 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 (xiii), do not exceed the greater of (A) $50.0 million and (B) 4% 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, clauses (v), (vii), (ix) and (xiii) 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 a Permitted Investment at any time meets the criteria of more than one of the types of Restricted Payments described in clauses (i) through (xiii) above or in this Section 6.9(c), meets the criteria of one or more types of Permitted Investments and/or is permitted pursuant to this Section 6.9, the Issuer may, in its 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 covenant 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 the Issuer or such Restricted Affiliate, as the case may be, pursuant to the Restricted Payment.

6.10 Incurrence of Indebtedness and Issuance of Disqualified Stock or Preferred Stock

(a) The Issuer will not, and will not permit any of its Restricted Affiliates to (i) 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), (ii) issue any Disqualified Stock, or (iii) issue any Preferred Stock, provided that the Issuer may incur Indebtedness (including Acquired Debt), issue Disqualified Stock or issue Preferred Stock, and the Restricted Affiliates may incur Indebtedness (including Acquired Debt), issue Disqualified Stock or issue Preferred Stock if:
(i) 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
(ii) no Default or Event of Default shall have occurred and be continuing.
(b) Section 6.10(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 available (collectively, “ Permitted Debt ”):
(i) the incurrence by the Issuer 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 (i) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Issuer and its Restricted Affiliates 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”);
(ii) the incurrence by the Issuer and its Restricted Affiliates of the Existing Indebtedness and the incurrence by the Guarantors of Indebtedness represented by the Guarantees in respect thereo;
(iii) the incurrence by the Issuer 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;
(iv) the incurrence by the Issuer or any of its Restricted Affiliates 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 the Issuer or any of its Restricted Affiliates, 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 (iv), not to exceed the greater of (a) $150.0 million and (b) 9.25% of Consolidated Tangible Assets measured at the time of incurrence;

(v) the incurrence by the Issuer and any of its Restricted Affiliates 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 (v), not to exceed $100.0 million at any one time outstanding;
(vi) the incurrence by the Issuer or any of its Restricted Affiliates 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 the Issuer and any of its Restricted Affiliates) that was permitted by this Indenture to be incurred under the first paragraph of this covenant or clauses (ii), (iii), (iv), (v), (vi), (xiv) or (xvi) of this paragraph;
(vii) the incurrence by the Issuer or any of its Restricted Affiliates of intercompany Indebtedness between or among the Issuer and any of its Restricted Affiliates; provided, however, that:
(A) if the Issuer or any Guarantor is the obligor on such Indebtedness and the payee is not the 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 the 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 the Issuer or a Restricted Affiliate and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Issuer or a Restricted Affiliate, will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Issuer or such Restricted Affiliate, as the case may be, that was not permitted by this clause (vii);
(viii) the issuance by any of the Issuer’s Restricted Affiliates to the Issuer or to any of its Restricted Affiliates of Disqualified Stock or Preferred Stock, as the case may be; provided, however, that:
(A) any subsequent issuance or transfer of Equity Interests that results in any such Disqualified Stock or Preferred Stock being held by a Person other than the Issuer or a Restricted Affiliate; and
(B) any sale or other transfer of any such Disqualified Stock or Preferred Stock to a Person that is not either the Issuer or a Restricted Affiliate,

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

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

(x) the Guarantee by the Issuer or any of its Restricted Affiliates of Indebtedness of the Issuer or any of its Restricted Affiliates that was permitted to be incurred by another provision of this covenant; 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;
(xi) 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;
(xii) Indebtedness arising (A) from the honouring 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 (B) in connection with endorsement of instruments for deposit in the ordinary course of business;
(xiii) the incurrence by the Issuer or any of its Restricted Affiliates of Cash Management Obligations in the ordinary course of business;
(xiv) Indebtedness of a Restricted Affiliate incurred and outstanding on the date on which such Restricted Affiliate was acquired by, or merged, consolidated or amalgamated with or into, the Issuer or any of its Restricted Affiliates (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 the Issuer or any of its Restricted Affiliates); provided, however, that at the time that such Restricted Affiliate is acquired by the Issuer or any of its Restricted Affiliates, the Issuer would have been able to incur $1.00 of additional Indebtedness pursuant to Section 6.10(a) after giving effect to the incurrence of such Indebtedness pursuant to this clause (xiv) or (ii) the Fixed Charge Coverage Ratio of the Issuer and its Restricted Affiliates would be greater than or equal to such Fixed Charge Coverage Ratio immediately prior to such acquisition, amalgamation, consolidation or merger;
(xv) the incurrence of Indebtedness by the Issuer or any Restricted Affiliate 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;
(xvi) the incurrence by the Issuer or any of its Restricted Affiliates 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 (xvi), 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).
(c) For purposes of determining compliance with this Section 6.10:

(i) in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (i) through (xvi) of Section 6.10(b), or is entitled to be incurred pursuant to 6.10(a), the Issuer 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 6.10, 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 (i) of Section 6.10(b);
(ii) 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;
(iii) (A) Indebtedness or Disqualified Stock of any Person (i) existing at the time such Person becomes a Restricted Affiliate of the Issuer or is merged into, amalgamated with or consolidated with the Issuer or any of its Restricted Affiliates 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 Affiliate at the time such Person becomes a Restricted Affiliate; 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 Affiliate of the Issuer (or is merged into, amalgamated with or consolidated with the Issuer or any of its Restricted Affiliates, as the case may be) will be deemed not to have been incurred or issued for the purposes of this Section 6.10; and
(iv) 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 6.10; provided, in each such case, that the amount thereof is included in Fixed Charges of the Issuer and its Restricted Affiliates as accrued.
(d) For purposes of determining compliance with any Canadian dollar or other currencydenominated 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 covenant, the maximum amount of Indebtedness that the Issuer and the Restricted Affiliates may incur pursuant to this covenant 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) Notwithstanding Subsections 6.10(a) and 6.10(b), neither the Issuer 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.

6.11 Dividends and Other Payment Restrictions Affecting Restricted Affiliates

(a) The Issuer will not, and will not permit any of its Restricted Affiliates to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Affiliate that is not a Guarantor to:
(i) pay dividends or make any other distributions on its Capital Stock to the Issuer or any of its Restricted Affiliates, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Issuer or any of its Restricted Affiliates; 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;
(ii) make loans or advances to the Issuer or any of its Restricted Affiliates (it being understood that the subordination of loans or advances made to the Issuer or any of its Restricted Affiliates to other Indebtedness incurred by the Issuer or any of its Restricted Affiliates shall not be deemed a restriction on the ability to make loans or advances); or
(iii) sell, lease or transfer any of its properties or assets to the Issuer or any of its Restricted Affiliates.
(b) Section 6.11(a) will not apply to encumbrances or restrictions existing under or by reason of:
(i) 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 Superior GP on behalf of the Issuer, 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;
(ii) this Indenture, the Notes and the Note Guarantees, and the indentures governing the Existing Notes and the related Guarantees;
(iii) applicable law, rule, regulation, order, approval, license, permit or similar restriction;
(iv) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer or any of its Restricted Affiliates 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;

(v) customary non-assignment and non-subletting provisions in leases, contracts and licenses entered into in the ordinary course of business;
(vi) 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 6.11(a)(iii);
(vii) any agreement (A) for the sale or other disposition of a Restricted Affiliate that restricts distributions by that Restricted Affiliate pending the sale or other disposition or (B) for the sale of a particular asset or line of business of a Restricted Affiliate that imposes restrictions on property subject to an agreement of the nature described in Section 6.11(a)(iii);
(viii) 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 Superior GP on behalf of the Issuer, materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(ix)
agreements existing on the Issue Date;
(x) Liens permitted to be incurred under the provisions of Section 6.8 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xi) 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 the Issuer’s Board of Directors or the Board of Directors of the applicable Restricted Affiliate, which limitation is applicable only to the assets that are the subject of such agreements;
(xii) 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;
(xiii) 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 the Issuer and any of its Restricted Affiliates to realize the value of, property of the Issuer or any of its Restricted Affiliates in any manner material to the Issuer or any of its Restricted Affiliates; and
(xiv) any encumbrance or restriction with respect to a Restricted Affiliate that was formerly an Unrestricted Affiliate pursuant to or by reason of an agreement that such Unrestricted Affiliate entered into before the date on which such Unrestricted Affiliate was designated a Restricted Affiliate; provided that such agreement was not entered into in anticipation of such former Unrestricted Affiliate becoming a Restricted Affiliate and any such encumbrance or restriction shall not extend to any assets or property of the Issuer or any of its other Restricted Affiliates.

6.12 Transactions with Affiliates

(a) The Issuer will not, and will not permit any of its Restricted Affiliates 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 the Issuer involving aggregate consideration in excess of $25.0 million for such transaction or series of related transactions (each, an “ Affiliate Transaction ”), unless:
(i) the Affiliate Transaction is on terms that are no less favourable in the aggregate to the Issuer or the relevant Restricted Affiliate than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Affiliate with an unrelated Person or, if in the good faith judgment of the Board of Directors of Superior GP on behalf of the Issuer, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Issuer or the relevant Restricted Affiliate from a financial point of view; and
(ii) 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 Issuer and confirmed in an Officers’ Certificate delivered to the Trustee.
(b) The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of Section 6.12(a):
(i) transactions between or among the Issuer and/or its Restricted Affiliates;
(ii) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Issuer or any of its Restricted Affiliates in the ordinary course of business and payments pursuant thereto;
(iii) the performance of obligations of the Issuer or any of its Restricted Affiliates under the terms of any agreement described in the Term Sheet and Placement Memorandum or in any filings of the Parent pursuant to Applicable Securities Legislation as of the Issue Date, and to which the Issuer or any of its Restricted Affiliates 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 (iii) 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;
(iv) payment of reasonable and customary fees and reimbursements of expenses of officers, directors, employees or consultants of the Issuer or any of its Restricted Affiliates;
(v) 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;
(vi) Restricted Payments that do not violate Section 6.9 and Permitted Investments;

(vii) transactions between the Issuer or any of its Restricted Affiliates and any Person that is an Affiliate solely because one or more of its directors or officers is also a director or officer of the Issuer or such Restricted Affiliate; provided that such director abstains from voting as a director of the Issuer or such Restricted Affiliate on any such transaction involving such other Person;
(viii) 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 the Parent or such Subsidiaries are required or permitted to file a consolidated tax return or with which the 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 the Parent and the Restricted Affiliates are not in excess of the tax liabilities that would have been payable by them on a stand-alone basis;
(ix) (A) Guarantees of performance by the Issuer and its Restricted Affiliate of the Issuer’s Unrestricted Affiliates and joint venture entities in the ordinary course of business, except for Guarantees of Indebtedness, and (B) the incurrence of NonRecourse Equity Pledge Debt;
(x) payments to an Affiliate of the Issuer in respect of Notes or other Indebtedness of the Issuer or any Restricted Affiliate on the same basis as concurrent payments are made or offered to be made in respect thereof to non-Affiliates;
(xi) 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
(xii) transactions in respect of which the Issuer or any of its Restricted Affiliates delivers to the Trustee a letter from an independent financial advisor stating that such transaction is fair to the Issuer or such Restricted Affiliates from a financial point of view of stating that the terms are not materially less favourable, when taken as a whole, than those that might reasonably have been obtained by the Issuer or such Restricted Affiliates in a comparable transaction at such time on an arm’s length basis from a Person that is not an Affiliate.

6.13 Compliance with Applicable Laws

The Issuer shall, and shall cause each Restricted Affiliate to:

(a) carry on and conduct its business, and keep, maintain and operate its Property, in accordance with all applicable laws; and
(b) observe and conform to all requirements of any approval by any governmental authority relative to any of its Property and all covenants, terms and conditions of all agreements upon or under which any of such Property is held,

except to the extent the failure to do so would not reasonably be expected to have a material adverse effect on the business, affairs or financial condition of the Issuer and the Restricted Affiliates, taken as a whole.

6.14 Asset Sales

(a) The Issuer will not, and will not permit any of its Restricted Affiliates to, consummate an Asset Sale unless:

(i) the Issuer (or the Restricted Affiliate, 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
(ii) at least 75% of the aggregate consideration received in Asset Sales by the Issuer or such Restricted Affiliate since the Issue Date (on a cumulative basis) is in the form of cash or Cash Equivalents. For purposes of this Section 6.14(a)(ii), each of the following will be deemed to be cash:
- (A) any liabilities of the Issuer or any Restricted Affiliate (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 the Issuer or such Restricted Affiliate has been unconditionally released by all applicable creditors in writing;
- (B) any securities, notes or other obligations received by the Issuer or any such Restricted Affiliate from such transferee that are within 180 days of the applicable Asset Sale, subject to ordinary settlement periods, converted by the Issuer or such Restricted Affiliate into cash, to the extent of the cash received in that conversion; and
- (C) any Designated Non-cash Consideration received by the Issuer or any such Restricted Affiliate 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) that are at the time outstanding), not to exceed 10% 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, the Issuer (or any Restricted Affiliate) may apply an amount equal to such Net Proceeds to any combination of the following purposes:
(i) to permanently repay, prepay, redeem or repurchase any Indebtedness which is not Subordinated Debt, in each case, owing to a Person other than the Issuer or any of its Restricted Affiliates;
(ii) to acquire Permitted Assets; or
(iii) to make capital expenditures.

Notwithstanding the foregoing, in the event the Issuer or any of its Restricted Affiliates enters into a binding agreement committing to make an acquisition, expenditure or investment in compliance with clauses (ii) or (iii) above 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.

(c) Pending the final application of any Net Proceeds in accordance with this Section 6.14, the Issuer and its Restricted Affiliates may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture.
(d) Any Net Proceeds from Asset Sales that are not applied or invested as provided in Section 6.14(b) will constitute “ Excess Proceeds ”.
(e) Not later than the 366th day after any Asset Sale, if the aggregate amount of Excess Proceeds exceeds $60.0 million, the Issuer 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 6.14 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 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 relevant 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 $1,000 principal amount or multiples of $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 $1,000, 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 $1,000). If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer and its Restricted Affiliates 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 Offer 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 Issuer 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 6.14 (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:
(i) any Holder may decline any offer of prepayment pursuant to this Section 6.14; and
(ii) 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 Issuer will comply with the requirements of Applicable Securities Legislation to the extent 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 any Applicable Securities Legislation conflict with the Asset Sale provisions of this Section 6.14, the Issuer will comply with Applicable Securities Legislation and will not be deemed to have breached its obligations under the Asset Sale provisions of this Section 6.14 by virtue of such compliance.
(j) Notwithstanding the foregoing provisions of this Section 6.14, any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties or assets of the Issuer and its Restricted Affiliates taken as a whole, in one or more related transactions, to another Person, will be governed by Section 10.1 and not by the provisions of this Section 6.14.

6.15 Purchase of Notes upon a Change of Control Triggering Event

(a) Subject to Subsection 6.15(i), if a Change of Control Triggering Event occurs, the Issuer shall be required to make an offer to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to Section 6.15(b) (the “ Change of Control Offer ”). In the Change of Control Offer, the Issuer 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 excluding, 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.
(b) Within 30 days following any Change of Control Triggering Event, the Issuer 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 relevant Depository (with a copy to the Trustee):
(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, as required by this Indenture, that Holders must follow in order to (A) tender Notes (or portions thereof) for payment, and (B) withdraw an election to tender Notes (or portions thereof) for payment.
(c) The Issuer will comply with the requirements of Applicable Securities Legislation to the extent those laws and regulations are 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 any Applicable Securities Legislation conflict with the Change of Control provisions of this Section 6.15, the Issuer will comply with such Applicable Securities Legislation and will not be deemed to have breached its obligations under the Change of Control provisions of this Section 6.15 by virtue of such compliance.

(d) On the Change of Control Payment Date, the Issuer will, to the extent lawful:
(i) accept for payment all Notes or portions of Notes (in integral multiples of $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 $1,000, 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 $1,000;
(ii) 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
(iii) deliver or cause to be delivered for cancellation to the 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 Issuer.
(e) 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 Issuer will execute and issue, and the 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 $1,000 and integral multiples of $1,000 in excess thereof.
(f) The Issuer will announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(g) 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.
(h) The provisions of Section 6.15(a) that require the Issuer to make a Change of Control Offer following a Change of Control Triggering Event will be applicable whether or not any other provisions of this Indenture are applicable, subject to Section 6.15(i).
(i) Notwithstanding anything to the contrary in this Section 6.15, the Issuer will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if:
(i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer;
(ii) a Redemption Notice of all of the Notes has been given pursuant to Section 3.7, unless and until there is a default in payment of the applicable Redemption Price; or
(iii) in connection with or in contemplation of any Change of Control, the Issuer has 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 in this Section 6.15, a Change of Control Offer or Alternate Offer by the Issuer 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.

(iv) 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 Note Guarantees (but the Change of Control Offer may not condition tenders on the delivery of such consents).
(v) Notwithstanding anything to the contrary contained in this Section 6.15, a Change of Control Offer by the Issuer or a third party may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
(j) 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 Issuer (or a third party making the Change of Control Offer or Alternate Offer) purchases all of the Notes held by such Holders, the Issuer 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 to redeem (in the case of the Issuer) 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 inlcuding, the date of redemption (subject to the right of Holders on the relevant Record Date to receive interest due the relevant Interest Payment Date).
(k) Notwithstanding anything to the contrary in this Section 6.15 relative to the Issuer’s obligation to make an offer to repurchase the Notes as a result of a Change of Control Triggering Event 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.

6.16 SEC Reporting Covenant

The Issuer confirms to the Trustee that as at the date of execution of this Indenture it does not have a class of securities registered pursuant to Section 12 of the 1934 Act, or have a reporting obligation pursuant to Section 15(d) of the 1934 Act. The Issuer covenants to the Trustee that in the event that (i) any class of its securities shall become registered pursuant to Section 12 of the 1934 Act or the Issuer shall incur a reporting obligation pursuant to Section 15(d) of the 1934 Act, or (ii) any such registration or reporting obligation shall be terminated by the Issuer in accordance with the 1934 Act, the Issuer shall promptly deliver to the Trustee an Officers’ Certificate (in a form provided by the Trustee) notifying the Trustee of such registration or termination and such other information as the Trustee may require at the time. The Issuer acknowledges that the Trustee is relying on the foregoing representation and covenants in order to meet certain SEC obligations with respect to those clients who are filing with the SEC.

6.17 Covenant Termination

(a) If on any date following the Issue Date:
(i) the Notes are rated Investment Grade by any Designated Rating Organization; and
(ii) no Default or Event of Default shall have occurred and be continuing,

(the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as an “ Investment Grade Rating Event ”) then, beginning on that day and at all times thereafter, the Issuer and its Restricted Affiliates will not be subject to the following provisions:

(A) Section 6.9;
(B) Section 6.10;
(C) Section 6.11;
(D) Section 6.12;
(E) Section 6.14;
(F) Section 10.1(a)(iv); and
(G) Section 13.1(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 7 DEFAULT AND ENFORCEMENT

7.1 Events of Default

Unless otherwise provided in a Supplemental Indenture relating to a particular series of Notes, an “ Event of Default ” means any one of the following events:

(a) default for 30 days in the payment when due of interest on the Notes;
(b) default for three (3) days 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;
(c) failure by the Issuer or any of its Restricted Affiliates to comply with Sections 6.15, or 10.1;
(d) failure by the Issuer to comply with Section 6.6, and such failure continues for 180 days after notice to the Issuer by the Trustee or Holders of at least 25% in aggregate principal amount of the Notes then outstanding;
(e) failure by the Issuer or any of its Restricted Affiliates for 60 days after notice to the Issuer by the 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;

(f) 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 the Issuer or any of its Restricted Affiliates for money borrowed (other than Non-Recourse Project Debt) by the Issuer or any of its Restricted Affiliates (or the payment of which is guaranteed by the Issuer or any of its Restricted Affiliates), whether such Indebtedness or Guarantee exists prior to the Issue Date, or is created after the Issue Date, if that default:
(i) 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
(ii) 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;

(g) failure by the Issuer or any of its Restricted Affiliates 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 non-appealable;
(h) 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;
(i) Parent, the Issuer or any of its Significant Subsidiaries pursuant to or within the meaning of any Bankruptcy Law:
(i) commences a voluntary case or proceeding;
(ii) applies for or consents to the entry of an order for relief against it in an involuntary case or proceeding;
(iii) applies for or consents to the appointment of a Custodian of it or for all or substantially all of its assets; or
(iv) makes a general assignment for the benefit of its creditors; or
(j) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(i) is for relief against Parent, the Issuer or any of its Significant Subsidiaries as debtor in an involuntary case or proceeding;
(ii) appoints a Custodian of the Issuer or any of its Significant Subsidiaries or a Custodian for all or substantially all of the assets of Parent, the Issuer or any of its Significant Subsidiaries; or

(iii) orders the liquidation of Parent, the Issuer or any of its Significant Subsidiaries;

and, in each case, the order or decree remains unstayed and in effect for 60 consecutive days and, in the case of the insolvency of a Significant Subsidiary, such Significant Subsidiary remains a Restricted Affiliate on such 60th day.

For greater certainty, for the purposes of this Section 7.1, an Event of Default shall occur with respect to a series of Notes if such Event of Default relates to a Default in the payment of principal, Premium (if any), or interest on such series of Notes, in which case references to “Notes” in this Section 7.1 shall refer to Notes of that particular series.

For the purposes of this Article 7, where the Event of Default refers to an Event of Default with respect to a particular series of Notes as described in this Section 7.1, then this Article 7 shall apply mutatis mutandis to the Notes of such series and references in this Article 7 to the “Notes” shall be deemed to be references to Notes of such particular series, as applicable.

7.2 Acceleration of Maturity; Rescission, Annulment and Waiver

(a) If an Event of Default (other than as specified in Section 7.1(i) or 7.1(j)) occurs and is continuing, the Trustee or the Holders of not less than 25% in aggregate principal amount of the outstanding Notes may, subject to Section 7.2(e) through 7.2(j), and the Trustee at the request of such Holders shall, declare by notice in writing to the Issuer and (if given by the Holders) to the Trustee, the principal of (and Premium, if any) and accrued and unpaid interest to the date of acceleration on, all of the outstanding Notes immediately due and payable and, upon any such declaration, all such amounts will become due and payable immediately. If an Event of Default specified in Section 7.1(i) or 7.1(j) occurs and is continuing, then the principal of (and Premium, if any) and accrued and unpaid interest on all of the outstanding Notes will thereupon become and be immediately due and payable without any declaration, notice or other action on the part of the Trustee or any Holder.
(b) The Issuer shall deliver to the Trustee, within 10 days after the occurrence thereof, notice of any Payment Default or acceleration referred to in Section 7.1(f). In addition, for the avoidance of doubt, if an Event of Default specified in Section 7.1(c) occurs in relation to a failure by the Issuer to comply with the provisions of Section 6.15, “Premium” shall include, without duplication to any other amounts included in “Premium” for these purposes, the excess of:
(i) the Change of Control Payment that was required to be offered in accordance with Section 6.15, in the event such offer was not made, or, in the event such offer was made, the Change of Control Payment that was required to be paid in accordance with Section 6.15; over
(ii) the principal amount of the Notes that were required to be subject to such offer or payment, as applicable.
(c) The Holders of a majority in aggregate principal amount of the outstanding Notes, by written notice to the Issuer, the Holders and the Trustee, 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:
(i) all existing Events of Default, other than the non-payment of amounts of principal of (and Premium, if any) or interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived; and

(ii) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction,

provided that if the Event of Default has occurred by reason of the non-observance or non-performance by the Issuer of any covenant applicable only to one or more series of Notes, then the Holders of a majority of the principal amount of the outstanding Notes of that series shall be entitled to exercise the foregoing power of rescission and the Trustee shall so act and it shall not be necessary to obtain a waiver from the Holders of any other series of Notes; and

(iii) the Trustee has been paid any amounts incurred by it in connection with such Event of Default.
(d) The Trustee, so long as it has not become bound to declare the principal and interest on the Notes (or any of them) to be due and payable, or to obtain or enforce payment of the same, shall have the power to waive any Event of Default if, in the Trustee’s opinion, the same shall have been cured or adequate satisfaction made therefor, and in such event to rescind and annul such declaration and its consequences, provided that no such rescission shall affect any subsequent Default or impair any right consequent thereon.
(e) 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 Trustee 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 in the form attached as Appendix D to this Indenture from each such Holder to the Issuer and the Trustee that such Holder is not (or, in the case such Holder is CDS 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 CDS or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the Beneficial Holder of the Notes in lieu of CDS 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.
(f) 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 Trustee 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.
(g) If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuer provides to the Trustee 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 the Trustee shall be deemed to have not received the Noteholder Direction or any notice of such Event of Default.

(h) 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 Sections 7.2(f) or 7.2(g) 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 Sections 7.1(i) or 7.1(j) shall not require compliance with this Section 7.2(h).
(i) For the avoidance of doubt, the Trustee: (A) 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 (B) 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.
(j) 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 Issuer 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 provided in Section 7.1 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.
(k) Notwithstanding Section 7.2(a), in the event of a declaration of acceleration in respect of the Notes because an Event of Default specified in Section 7.1(f) shall have occurred and be continuing, such declaration of acceleration shall be automatically annulled if the Indebtedness that is the subject of such Event of Default has been discharged or the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness, and written notice of such discharge or rescission, as the case may be, shall have been given to the Trustee by the Issuer and countersigned by the holders of such Indebtedness or a trustee, fiduciary or agent for such holders, within 30 days after such declaration of acceleration in respect of the Notes, and no other Event of Default has occurred during such 30 day period which has not been cured or waived during such period.
(l) The Holders of a majority in aggregate principal amount of the outstanding Notes, by written notice to the Trustee, may on behalf of the Holders of all Notes waive any existing Default or Event of Default and its consequences under this Indenture, except a Default or Event of Default in the payment of interest on, or principal (or Premium, if any) of, Notes; provided that if the Default or Event of Default has occurred by reason of the non-observance or nonperformance by the Issuer of any covenant applicable only to one or more series of Notes, then the Holders of a majority of the principal amount of the outstanding Notes of such series

shall be entitled to waive such Default or Event of Default and it shall not be necessary to obtain a waiver from the Holders of any other series of Notes.

7.3 Collection of Indebtedness and Suits for Enforcement by Trustee

(a) The Issuer covenants that if:
(i) Default is made in the payment of any instalment of interest on any Note when such interest becomes due and payable and such default continues for a period of 30 days, or
(ii) Default is made in the payment of the principal of (or Premium, if any on) any Note at the Maturity thereof and such default continues for a period of three Business Days,

the Issuer will, upon demand of the Trustee, pay to the Trustee for the benefit of the Holders, the whole amount then due and payable on such Notes for principal (and Premium, if any) and interest, and interest on any overdue principal (and Premium, if any) and, to the extent that payment of such interest shall be legally enforceable, upon any overdue instalment of interest, at the rate borne by the Notes, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

(b) If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Issuer or any other obligor (including the Guarantors, if any) upon the Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Issuer or any other obligor upon the Notes, wherever situated.
(c) If an Event of Default occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders by such appropriate judicial proceedings as the Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

7.4 Trustee May File Proofs of Claim

(a) In case of any pending receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Issuer and its debts or any other obligor upon the Notes (including the Guarantors, if any), and their debts or the Property of the Issuer or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Issuer for the payment of overdue principal (and Premium, if any) or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise:
(i) to file and prove a claim for the whole amount of principal (and Premium, if any) and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding; and

(ii) to collect and receive any moneys or other securities or property payable or deliverable upon the conversion or exchange of such securities or upon any such claims and to distribute the same,

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee hereunder.

(b) Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

7.5 Trustee May Enforce Claims Without Possession of Notes

All rights of action and claims under this Indenture or the Notes may be prosecuted and enforced by the Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the rateable benefit of the Holders of the Notes in respect of which such judgment has been recovered.

7.6 Application of Monies by Trustee

(a) Except as herein otherwise expressly provided, any money collected by the Trustee pursuant to this Article 7 shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (or Premium, if any) or interest, upon presentation of the Notes and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:
(i) first, in payment or in reimbursement to the Trustee of its reasonable compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided;
(ii) second, but subject as hereinafter in this Section 7.6 provided, in payment, rateably and proportionately to the Holders, of the principal of and Premium (if any) and accrued and unpaid interest and interest on amounts in default on the Notes which shall then be outstanding in the priority of principal first and then Premium and then accrued and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal, Premium (if any) and interest as may be directed by such resolution; and
(iii) third, in payment of the surplus, if any, of such monies to the Issuer or its assigns and/or the Guarantors, as the case may be;

provided, however , that no payment shall be made pursuant to clause (ii) above in respect of the principal, Premium or interest on any Notes held, directly or indirectly, by or for the benefit

of the Issuer or any Subsidiary of the Issuer (other than any Notes pledged for value and in good faith to a Person other than the Issuer or any Subsidiary of the Issuer but only to the extent of such Person’s interest therein), except subject to the prior payment in full of the principal, Premium (if any) and interest (if any) on all Notes which are not so held.

(b) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in Section 7.6(a), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Notes of each applicable series, but it may retain the money so received by it and invest or deposit the same as provided in Section 11.9 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment or distribution hereunder.

7.7 No Suits by Holders

Except to enforce payment of the principal of, and Premium (if any) or interest on any Note after giving effect to any applicable grace period specified therefor in Section 7.1(a) and 7.1(b), no Holder shall have any right to institute any action, suit or proceeding at law or in equity with respect to this Indenture or for the appointment of a liquidator, trustee or receiver or for a receiving order under any Bankruptcy Laws or to have the Issuer or any Guarantor wound up or to file or prove a claim in any liquidation or bankruptcy proceeding or for any other remedy hereunder, unless the 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 in its reasonable judgment; 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,

it being understood and intended that no one or more Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders, or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and rateable benefit of all the Holders.

7.8 Unconditional Right of Holders to Receive Principal, Premium and Interest

Notwithstanding any other provision in this Indenture, a Holder shall have the right, which is absolute and unconditional, to receive payment, as provided herein of the principal of (and Premium, if any) and interest on the Notes held by such Holder on the applicable Maturity date and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

7.9 Restoration of Rights and Remedies

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any

determination in such proceeding, the Issuer, the Guarantors (if any), the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

7.10 Rights and Remedies Cumulative

Except as otherwise expressly provided herein, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be 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.

7.11 Delay or Omission Not Waiver

No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article 7 or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

7.12 Control by Holders

Subject to Section 11.3, the Holders of not less than a majority in principal amount of the outstanding Notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, provided that:

(a) such direction shall not be in conflict with any rule of law or with this Indenture;
(b) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction; and
(c) the Trustee shall have the right to not take any action which might involve it in personal liability or be unjustly prejudicial to the Holders not consenting.

7.13 Notice of Event of Default

If an Event of Default shall occur and be continuing the Trustee shall, within 30 days after it receives written notice of the occurrence of such Event of Default, give notice of such Event of Default to the Holders in the manner provided in Section 14.2, provided that, notwithstanding the foregoing, unless the Trustee shall have been requested to do so by the Holders of at least 25% of the principal amount of the Notes then outstanding, the Trustee shall not be required to give such notice if the Trustee in good faith shall have determined that the withholding of such notice is in the best interests of the Holders and shall have so advised the Issuer in writing. Notwithstanding the foregoing, notice relating to a Default or Event of Default relating to the payment of principal or interest shall not in any circumstances be withheld.

7.14 Waiver of Stay or Extension Laws

The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the

performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

7.15 Undertaking for Costs

All parties to this Indenture agree, and each Holder of any Note by such Holder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorney’s fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant.

7.16 Judgment Against the Issuer

The Issuer covenants and agrees with the Trustee that, in case of any judicial or other proceedings to enforce the rights of the Holders, judgment may be rendered against it in favour of the Holders or in favour of the Trustee, as trustee for the Holders, for any amount which may remain due in respect of the Notes of any series and Premium (if any) and the interest thereon and any other monies owing hereunder.

7.17 Immunity of Officers and Others

The Holders, the Beneficial Holders and the Trustee hereby waive and release any right, cause of action or remedy now or hereafter existing in any jurisdiction against any past, present or future officer, director, employee, incorporator or holder of Capital Stock of the Issuer and of any Guarantor or of any successor for the payment of the principal of or Premium or interest on any of the Notes or on any covenant, agreement, representation or warranty by the Issuer contained herein or in the Notes. Each Holder and Beneficial Holder, by accepting its interest in Notes, waives and releases all such claims against, and liability of, such Persons. The waiver and release provided for in this Section 7.17 are part of the consideration for issuance of the Notes.

7.18 Notice of Payment by Trustee

Not less than 15 days’ notice shall be given in the manner provided in Section 14.2 by the Trustee to the Holders of Notes of any series of any payment to be made under this Article 7. Such notice shall state the time when and place where such payment is to be made and also the liability under this Indenture to which it is to be applied. After the day so fixed, unless payment shall have been duly demanded and have been refused, the Holders of Notes of the affected series will be entitled to interest only on the balance (if any) of the principal monies, Premium (if any) and interest due (if any) to them, respectively, on the relevant Notes, after deduction of the respective amounts payable in respect thereof on the day so fixed.

7.19 Trustee May Demand Production of Notes

The Trustee shall have the right to demand production of the Notes of any series in respect of which any payment of principal, interest or Premium (if any) required by this Article 7 is made and may cause to be endorsed on the same a memorandum of the amount so paid and the date of payment, but the Trustee may, in its discretion, dispense with such production and endorsement, upon such indemnity being given to it and to the Issuer as the Trustee shall deem sufficient.

ARTICLE 8 DISCHARGE AND DEFEASANCE

8.1 Satisfaction and Discharge

This Indenture will cease to be of further effect as to all Notes issued hereunder (except as to any surviving rights of registration of transfer or exchange of Notes expressly provided for herein), when

(a) either:
(i) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuer, have been delivered to the Trustee for cancellation; or
(ii) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the delivery of a Redemption Notice or otherwise or will become due and payable within one year and the Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in Canadian dollars, Government Securities, or a combination of cash in Canadian 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 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 the Issuer or any Restricted Affiliate is a party or by which the Issuer or any Restricted Affiliate is bound;
(c) the Issuer or any Guarantor has paid or caused to be paid all sums payable by the Issuer under this Indenture;
(d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at Maturity; and
(e) the Issuer has delivered to the Trustee an Officers’ Certificate and an opinion of counsel, each stating that all related conditions precedent to the satisfaction and discharge have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to Section 8.1(a)(ii), the provisions of Sections 8.7 and 8.8 will survive.

8.2 Option to Effect Legal Defeasance or Covenant Defeasance

Unless this Section 8.2 is otherwise specified in any series of Notes or Supplemental Indenture providing for Notes of a series to be inapplicable to the Notes of such series, the Issuer may, at the option of the Board of Directors of the Issuer evidenced by a resolution set forth in an Officers’ Certificate, at any time, elect to have either Section 8.3 or 8.4 applied to all outstanding Notes upon compliance with the conditions set forth in this Article 8.

8.3 Legal Defeasance and Discharge

(a) Upon the Issuer’s exercise under Section 8.2 of the option applicable to this Section 8.3 in respect of the Notes of any series, the Issuer and each of the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.5, be deemed to have been discharged from their Indenture Obligations, other than the provisions contemplated to survive as set forth below, with respect to all outstanding Notes of such series on the date the conditions set forth below are satisfied (hereinafter, “ Legal Defeasance ”) in respect of such series. For this purpose, Legal Defeasance means that the Issuer and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes of such series (including the Note Guarantees thereof), which shall thereafter be deemed to be “outstanding” only for the purposes of Sections 8.6 and 8.8 and the other Sections of this Indenture referred to in paragraphs (i) and (ii) below, and to have satisfied all their other obligations under such Notes and, to the extent applicable to such Notes, this Indenture and the Note Guarantees (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:
(i) the rights of Holders of such Notes 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 referred to in Section 8.6;
(ii) the Issuer’s obligations under Sections 2.5, 2.6, 2.9 and 2.10;
(iii) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s obligations in connection therewith under Article 11; and
(iv) this Section 8.3.
(b) Subject to compliance with Section 8.2, the Issuer may exercise its option under this Section 8.3 notwithstanding the prior exercise of its option under Section 8.4.

8.4 Covenant Defeasance

Unless this Section 8.4 is otherwise specified in any Note or Supplemental Indenture providing for Notes of a series to be inapplicable to the Notes of such series, upon the Issuer’s exercise under Section 8.2 of the option applicable to this Section 8.4, the Issuer and each of the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.5, be released from each of their obligations under the covenants contained in Sections 6.2, 6.3, 6.4, 6.5, 6.6, 6.8, 6.9, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 10.1(a)(iv) and 13.1 (collectively, the “ Defeased Covenants ”) with respect to the outstanding Notes of any series on and after the date the conditions set forth in Section 8.5 are satisfied (hereinafter, “ Covenant Defeasance ”), and such Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders thereof (and the consequences of any thereof) in connection with the Defeased 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 the outstanding Notes of the applicable series, the Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any Defeased 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 hereunder, but, except as specified above, the remainder of this Indenture, such Notes and the obligations of the Guarantors under their respective Note Guarantees shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.2 of

the option applicable to this Section 8.4, and subject to the satisfaction of the conditions set forth in Section 8.5, the events specified in Sections 7.1(c) (but only in respect of Sections 6.14, 6.15 and 10.1(a)(iv)), 7.1(e) , 7.1(f) or 7.1(g) shall not constitute a Default or Event of Default in respect of Notes of such series.

8.5 Conditions to Legal or Covenant Defeasance

(a) In order to exercise either Legal Defeasance under Section 8.3 or Covenant Defeasance under Section 8.4 with respect to a series of Notes:
(i) the Issuer must deposit or cause to be deposited with the 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 the 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 Maturity thereof;
(ii) 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);
(iii) the Issuer must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuer 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;
(iv) the Issuer must deliver to the Trustee: (A) an Opinion of Counsel acceptable to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders and Beneficial 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; (B) in the case of Legal Defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that (x) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (y) 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; and (C) in the case of Covenant Defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect 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; provided however that the foregoing subclauses (B) and (C) shall only apply to an offering of Notes in the United States;

(v) the Issuer must satisfy the Trustee that it has paid, caused to be paid or made provisions for the payment of all applicable expenses of the Trustee;
(vi) 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 the Issuer or any of its Subsidiaries or Parent is a party or by which the Issuer or any of its Subsidiaries or Parent is bound; and
(vii) the Issuer must deliver to the Trustee 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.

8.6 Application of Trust Funds

(a) Any funds or Government Securities deposited with the Trustee pursuant to Section 8.1 or 8.5 shall be (i) denominated in the currency or denomination of the Notes in respect of which such deposit is made, (ii) irrevocable and (iii) made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal of, Premium, if any, and interest on the Notes being defeased.
(b) Subject to Section 8.7, any funds or Government Securities deposited with the Trustee pursuant to Section 8.1 or 8.5 in respect of Notes shall be held by the Trustee in trust and applied by it in accordance with the provisions of the applicable Notes and this Indenture, to the payment, either directly or through any Paying Agent as the Trustee may determine, to the Persons entitled thereto, of the principal (and Premium, if any) and interest for whose payment such funds or Government Securities has been deposited with the Trustee; provided that such funds or Government Securities need not be segregated from other funds or obligations except to the extent required by law.
(c) If the Trustee or Paying Agent is unable to apply any funds or Government Securities in accordance with Section 8.1 or 8.5 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 Issuer’s 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 Section 8.1 or 8.5, as applicable, until such time as the Trustee is permitted to apply all such funds or Government Securities in accordance with such provisions; provided that if the Issuer or any Guarantor has made any payment in respect of principal of, Premium, if any, or interest on any Notes or, as applicable, other amounts because of the reinstatement of its obligations, the Issuer 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 Trustee.

8.7 Repayment to the Issuer

Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to the Issuer from time to time upon the request of the Issuer any funds or Government Securities held by it as provided in Section 8.1 or 8.5 which, in the opinion of a nationally recognized firm of independent public accountants selected by the Issuer expressed in a written certification thereof, delivered to the Trustee (which may be the opinion delivered under Section 8.5(a)(i)), are in excess of the amount thereof that would then be required to be deposited to fully satisfy the obligations of the Issuer under Section 8.1(a)(ii) or to effect an equivalent Legal Defeasance or Covenant Defeasance.

8.8 Continuance of Rights, Duties and Obligations

(a) Where trust funds or trust property have been deposited pursuant to Section 8.1 or 8.5, the Holders and the Issuer shall continue to have and be subject to their respective rights, duties and obligations under Article 2 and Article 5.
(b) In the event that, after the deposit of trust funds or trust property pursuant to Section 8.1 or 8.5 in respect of a particular series of Notes, the Issuer is required to make an offer to purchase any outstanding Notes of such series pursuant to the terms hereof, the Issuer shall be entitled to use any trust funds or trust property deposited with the Trustee pursuant to Section 8.1 or 8.5 for the purpose of paying to any Holders of such Notes who have accepted any such offer of the total offer price payable in respect of an offer relating to any such Notes. Upon receipt of an Issuer Order, the Trustee shall be entitled to pay to such Holder from such trust funds or trust property deposited with the Trustee pursuant to Section 8.1 or 8.5 in respect of such Notes which is applicable to the Notes held by such Holders who have accepted any such offer of the Issuer (which amount shall be based on the applicable principal amount of the Notes held by accepting offerees in relation to the aggregate outstanding principal amount of all the Notes).

ARTICLE 9 MEETINGS OF HOLDERS

9.1 Purpose, Effect and Convention of Meetings

(a) Subject to Section 12.2, wherever in this Indenture a consent, waiver, notice, authorization or resolution of the Holders (or any of them) is required, a meeting may be convened in accordance with this Article 9 to consider and resolve whether such consent, waiver, notice, authorization or resolution should be approved by such Holders. For certainty, virtual or electronic meetings are permitted hereunder. A resolution passed by the affirmative vote of the Holders of a majority of the outstanding principal amount of the Notes represented and voting on a poll at a meeting of Holders duly convened for the purpose and held in accordance with the provisions of this Indenture shall constitute conclusively such consent, waiver, notice, authorization or resolution; provided that an Extraordinary Resolution shall be required wherever in this Indenture such consent, waiver, notice, authorization or resolution of the Holders is required to be approved by Extraordinary Resolution.
(b) At any time and from time to time, the Trustee on behalf of the Issuer may and, on receipt of an Issuer Order or a Holders’ Request and upon being indemnified and funded for the costs thereof to the reasonable satisfaction of the Trustee by the Issuer or the Holders signing such Holders’ Request, will, convene a meeting of all Holders.
(c) If the Trustee fails to convene a meeting after being duly requested as aforesaid (and indemnified and funded as aforesaid), the Issuer or such Holders may themselves convene such meeting and the notice calling such meeting may be signed by such Person as the Issuer or those Holders designate, as applicable. Every such meeting will be held in Calgary, Alberta or such other place as the Trustee may in any case determine or approve.

9.2 Notice of Meetings

(a) Not more than 60 days’ nor less than 21 days’ notice of any meeting of the Holders of Notes of any series or of all series then outstanding, as the case may be, shall be given to the Holders of Notes of such series or of all series of Notes then outstanding, as applicable, in the manner provided in Section 14.2 and a copy of such notice shall be sent by post to the Trustee, unless the meeting has been called by it, and to the Issuer, unless such meeting has

been called by it. Such notice shall state the time when and the place where the meeting is to be held and shall state briefly the general nature of the business to be transacted thereat and it shall not be necessary for any such notice to set out the terms of any resolution to be proposed or any of the provisions of this Article 9. The accidental omission to give notice of a meeting to any Holder shall not invalidate any resolution passed at any such meeting. A Holder may waive notice of a meeting either before or after the meeting.

(b) If the business to be transacted at any meeting by Extraordinary Resolution or otherwise, or any action to be taken or power exercised by instrument in writing under Section 9.13, especially affects the rights of holders of Notes of one or more series in a manner or to an extent differing in any material way from that in or to which the rights of holders of Notes of any other series are affected (determined as provided in Sections 9.2(c) and 9.2(d)), then:
(i) a reference to such fact, indicating each series of Notes in the opinion of the Trustee (or the Person calling the meeting) so especially affected (hereinafter referred to as the “ especially affected series ”) shall be made in the notice of such meeting, and in any such case the meeting shall be and be deemed to be and is herein referred to as a “ Serial Meeting ”; and
(ii) the holders of Notes of an especially affected series shall not be bound by any action taken at a Serial Meeting or by instrument in writing under Section 9.13 unless in addition to compliance with the other provisions of this Article 9:
- (A) at such Serial Meeting: (I) there are Holders present in person or by proxy and representing at least 25% in principal amount of the Notes then outstanding of such series, subject to the provisions of this Article 9 as to quorum at adjourned meetings; and (II) the resolution is passed by such proportion of Holders of the principal amount of the Notes of such series then outstanding voted on the resolution as is required by Sections 12.1 or 12.2, as applicable; or
- (B) in the case of action taken or power exercised by instrument in writing under Section 9.13, such instrument is signed in one or more counterparts by such proportion of Holders of the principal amount of the Notes of such series then outstanding as is required by Sections 12.1 or 12.2, as applicable.
(c) Subject to Section 9.2(d), the determination as to whether any business to be transacted at a meeting of Holders, or any action to be taken or power to be exercised by instrument in writing under Section 9.13, especially affects the rights of the Holders of one or more series in a manner or to an extent differing in any material way from that in or to which it affects the rights of Holders of any other series (and is therefore an especially affected series) shall be determined by an Opinion of Counsel, which shall be binding on all Holders, the Trustee and the Issuer for all purposes hereof.
(d) A proposal:
(i) to extend the Maturity of Notes of any particular series or to reduce the principal amount thereof, the rate of interest or Premium thereon;
(ii) to modify or terminate any covenant or agreement which by its terms is effective only so long as Notes of a particular series are outstanding; or
(iii) to reduce with respect to Holders of any particular series any percentage stated in this Section 9.2 or Sections 9.4 and 9.13;

shall be deemed to especially affect the rights of the Holders of such series in a manner differing in a material way from that in which it affects the rights of holders of Notes of any other series, whether or not a similar extension, reduction, modification or termination is proposed with respect to Notes of any or all other series.

9.3 Chair

Some individual, who need not be a Holder, nominated in writing by the Trustee shall be chair of the meeting and if no individual is so nominated, or if the individual so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, a majority of the Holders present in person or by proxy shall choose some individual present to be chair.

9.4 Quorum

Subject to this Indenture, at any meeting of the Holders of Notes of any series or of all series then outstanding, as the case may be, a quorum shall consist of Holders present in person or by proxy and representing at least 25% of the principal amount of the outstanding Notes of the relevant series or all series then outstanding, as the case may be, and, if the meeting is a Serial Meeting, at least 25% of the Notes then outstanding of each especially affected series. If a quorum of the Holders shall not be present within 30 minutes from the time fixed for holding any meeting, the meeting, if convened by the Holders or pursuant to a Holders’ Request, shall be dissolved, but in any other case the meeting shall be adjourned to the same day in the next week (unless such day is not a Business Day in which case it shall be adjourned to the next following Business Day thereafter) at the same time and place and no notice shall be required to be given in respect of such adjourned meeting. At the adjourned meeting, the Holders present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent 25% of the principal amount of the outstanding Notes of the relevant series or all series then outstanding, as the case may be, or of the Notes then outstanding of each especially affected series. Any business may be brought before or dealt with at an adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same. No business shall be transacted at any meeting unless the required quorum be present at the commencement of business.

9.5 Power to Adjourn

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

9.6 Voting

On a poll each Holder present in person or represented by a duly appointed proxy shall be entitled to one vote in respect of each $1.00 principal amount of the Notes of the relevant series of Notes of which it is the Holder. A proxyholder need not be a Holder. In the case of joint Holders of a Note, any one of them present in person or by proxy at the meeting may vote in the absence of the other or others; but in case more than one of them be present in person or by proxy, they shall vote together in respect of the Notes of which they are joint Holders.

9.7 Poll

A poll will be taken on every resolution and Extraordinary Resolution submitted for approval at a meeting of Holders, in such manner as the chair directs, and the results of such polls shall be binding on all Holders of the relevant series. Every resolution, other than an Extraordinary Resolution, will be

decided by a majority of the votes cast on the poll for that resolution. An Extraordinary Resolution will require at least 66⅔% of the votes cast on the poll for that resolution to be in the affirmative in order for it to be passed.

9.8 Proxies

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

(a) the form of the instrument appointing a proxy, which shall be in writing, and the manner in which the same shall be executed and the production of the authority of any individual signing on behalf of a Holder;
(b) the deposit of instruments appointing proxies at such place as the Trustee, the Issuer or the Holder convening the meeting, as the case may be, may, in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjournment thereof by which the same must be deposited; and
(c) the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, faxed, cabled, telegraphed or sent by other electronic means before the meeting to the Issuer or to the Trustee at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting.

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

9.9 Persons Entitled to Attend Meetings

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

9.10 Powers Exercisable by Extraordinary Resolution

Subject to Article 12, a meeting of the Holders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject in the case of the matters in paragraphs (g) and (h) to receipt of the prior approvals of the exchange, if any, on which any such securities of the Issuer are then listed (if required):

(a) power to direct or authorize the Trustee to exercise any power, right, remedy or authority given to it by this Indenture (to the extent that this Indenture permits such power, right, remedy or authority to be exercised pursuant to an Extraordinary Resolution) in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority;

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(b) subject to Section 7.2, power to restrain any Holder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, Premium, if any, or interest on the Notes, or for the execution of any trust or power hereunder;
(c) power to direct any Holder who, as such, has brought any action, suit or proceeding (other than an action, suit or proceeding (i) for the payment of principal of, or interest or Premium, if any, on the Notes, or (ii) relating to any other matter that, in accordance with this Indenture, expressly required the consent of such Holder) to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 7.2, of the costs, charges and expenses reasonably and properly incurred by such Holder in connection therewith;
(d) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any Equity Interests or other securities of the Issuer;
(e) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustee to exercise, on behalf of the Holders, such of the powers of the Holders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee, provided that the following terms shall apply to the appointment of such committee:
(i) the resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee;
(ii) such committee shall consist of such number of members as shall be prescribed in the resolution appointing it and the members need not be themselves Holders;
(iii) every such committee may elect its chair and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally, and such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum; and
(iv) all acts of any such committee within the authority delegated to it shall be binding upon all Holders;
(f) power to remove the Trustee from office and to appoint a new Trustee or Trustees provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this Indenture;
(g) power to sanction the exchange of the Notes for or the conversion thereof into shares, units, bonds, notes or other securities or obligations of the Issuer or of any other Person formed or to be formed;
(h) power to authorize the distribution in specie of any shares, units, bonds, notes, securities or other Obligations received pursuant to a transaction authorized under the provisions of Section 9.10(g);
(i) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Holders or by any committee appointed pursuant to Section 9.10(e); and
(j) subject to the restrictions in Article 12, power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Note which shall

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be agreed to by the Issuer and to authorize the Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission.

9.11 Powers Cumulative

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

9.12 Minutes

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

9.13 Instruments in Writing

Any consent, waiver, notice, authorization or resolution of the Holders which may be given by resolution at a meeting of the Holders pursuant to this Article 9 may also be given by the Holders of not less than 50% of the aggregate principal amount of the outstanding Notes of such series by a signed instrument in one or more counterparts, except for matters required to be approved by Extraordinary Resolution in which case such matter may be approved by an instrument signed by not less than 66⅔% of the aggregate principal amount of outstanding Notes of such series, and the expressions “resolution” or “Extraordinary Resolution” when used in this Indenture will include instruments so signed. Notice of any resolution or Extraordinary Resolution passed in accordance with this Section 9.13 will be given by the Trustee to the affected Holders within 30 days of the date on which such resolution or Extraordinary Resolution was passed.

9.14 Binding Effect of Resolutions

Every resolution and every Extraordinary Resolution passed in accordance with the provisions of this Article 9 at a meeting of Holders of a particular series of Notes or of all series then outstanding, as the case may be, shall be binding upon all the Holders of Notes or of the particular series, as the case may be, whether present at or absent from such meeting, and every instrument in writing signed by Holders in accordance with Section 9.13 shall be binding upon all the Holders, whether signatories thereto or not, and each and every Holder and the Trustee (subject to the provisions for its indemnity herein contained) shall, subject to applicable law, be bound to give effect accordingly to every such resolution, Extraordinary Resolution and instrument in writing. Notwithstanding anything in this Indenture (but subject to the provisions of any indenture, deed or instrument supplemental or ancillary hereto), any covenant or other provision in this Indenture or in any Supplemental Indenture which is expressed to be or is determined by the Trustee (relying on the advice of Counsel) to be effective only with respect to Notes of a particular series, may be modified by the required resolution or consent of the holders of Notes of such series in the same manner as if the Notes of such series were the only Notes outstanding under this Indenture.

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9.15 Evidence of Rights of Holders

(a) Any request, direction, notice, consent or other instrument which this Indenture may require or permit to be signed or executed by the Holders may be in any number of concurrent instruments of similar tenor signed or executed by such Holders. Proof of the execution of any such request, direction, notice, consent or other instrument or of a writing appointing any such attorney will be sufficient for any purpose of this Indenture if the fact and date of the execution by any Person of such request, direction, notice, consent or other instrument or writing may be proved by the certificate of any notary public, or other officer authorized to take acknowledgements of deeds to be recorded at the place where such certificate is made, that the Person signing such request, direction, notice, consent or other instrument or writing acknowledged to such notary public or other officer the execution thereof, or by an affidavit of a witness of such execution or in any other manner which the Trustee may consider adequate.
(b) Notwithstanding Section 9.15(a), the Trustee may, in its discretion, require proof of execution in cases where it deems proof desirable and may accept such proof as it shall consider proper.

ARTICLE 10 SUCCESSORS TO THE ISSUER AND THE RESTRICTED AFFILIATES

10.1 Restrictions on Amalgamation, Consolidation, Merger and Sale of Certain Assets

(a) Neither Parent or the Issuer may, in any transaction or a series of transactions: (x) amalgamate, merge or consolidate with or into another Person (whether or not Parent or the Issuer is the surviving or resulting Person); or (y) 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:
(i) 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;
(ii) 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 Trustee;
(iii) 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;
(iv) 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) the Issuer or the Successor Person (if other than the Issuer) will be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test in Section 6.10(a) or (B) the Fixed Charge Coverage Ratio is equal to or greater than it was immediately prior thereto; and

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(v) the Issuer or the Successor Person (if other than the Issuer) has delivered to the Trustee (A) 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 (i) and (ii) of this Section 10.1(a), and (B) an Officers’ Certificate stating that all conditions precedent contained in this Indenture relating to such transaction have been complied with.
(b) A Subsidiary of the Issuer that is a Guarantor may not, in a transaction or a series of transactions: (x) amalgamate, consolidate or merge with or into another Person (whether or not such Guarantor is the surviving or resulting Person); or (y) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of its properties or assets, to another Person, other than the Issuer or a Restricted Affiliate (in the case of either (x) or (y)), unless:
(i) immediately after giving effect to that transaction, and giving pro forma effect to any related financing transactions, no Default or Event of Default exists;
(ii) either:
- (A) the Person (the “ Successor Affiliate 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 Guarantor) assumes all the Obligations of that Guarantor under its Note Guarantee either by operation of law or pursuant to an assumption agreement or other instrument reasonably satisfactory to the Trustee; or
- (B) the Net Proceeds of such sale, assignment, transfer, conveyance, lease or other disposition are applied in accordance with Section 6.14; and
- (C) Parent has delivered to the Trustee an Opinion of Counsel and Officer’s 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 (ii)(A) of this subsection 10.1(b) and (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) This Section 10.1 will not apply to:
(i) 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
(ii) any consolidation, amalgamation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Issuer and the Guarantors or between or among the Guarantors.
(d) Upon any amalgamation, merger, consolidation, sale, assignment, transfer, lease or other disposition of all or substantially all of the properties or assets of the Issuer or a Restricted Affiliate in accordance with this covenant, the Issuer or a Restricted Affiliate, 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 and the Successor Affiliate Guarantor, as the case may be, will succeed to, and be substituted for, and may exercise

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every right and power of, the Issuer or a Restricted Affiliate, 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 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.

10.2 Vesting of Powers in Successor

Whenever the conditions of Section 10.1(a) have been duly observed and performed, the Trustee will execute and deliver a Supplemental Indenture as provided for in Section 12.6 and then:

(a) the Successor Person will possess and from time to time may exercise each and every right and power of the Issuer or Guarantor under this Indenture in the name of the Issuer or Guarantor, as applicable, or otherwise, and any act or proceeding by any provision of this Indenture required to be done or performed by any directors or officers of the Issuer or Guarantor may be done and performed with like force and effect by the like directors or officers of such successor; and
(b) the Issuer or Guarantor, as applicable, will be released and discharged from liability under this Indenture and the Trustee will execute any documents which it may be advised are necessary or advisable for effecting or evidencing such release and discharge.

ARTICLE 11 CONCERNING THE TRUSTEE

11.1 No Conflict of Interest

The Trustee represents to the Issuer that at the date of execution and delivery by it of this Indenture there exists no material conflict of interest in the role of the Trustee as a fiduciary hereunder but if, notwithstanding the provisions of this Section 11.1, such a material conflict of interest exists, or hereafter arises, the validity and enforceability of this Indenture and the Notes of any series shall not be affected in any manner whatsoever by reason only that such material conflict of interest exists or arises.

11.2 Replacement of Trustee

(a) The Trustee may resign its trust and be discharged from all further duties and liabilities hereunder by giving to the Issuer 90 days’ notice in writing or such shorter notice as the Issuer may accept as sufficient. If at any time a material conflict of interest exists in the Trustee’s role as a fiduciary hereunder the Trustee shall, within 30 days after ascertaining that such a material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in this Section 11.2. The validity and enforceability of this Indenture and of the Notes issued hereunder shall not be affected in any manner whatsoever by reason only that such a material conflict of interest exists. In the event of the Trustee resigning or being removed or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Issuer shall forthwith appoint a new Trustee unless a new Trustee has already been appointed by the Holders in accordance with the provisions hereof. Failing such appointment by the Issuer, the retiring Trustee or any Holder may apply to a Judge of the Ontario Court of Queen’s Bench, on such notice as such Judge may direct at the Issuer’s expense, for the appointment of a new Trustee but any new Trustee so appointed by the Issuer or by the Court shall be subject to removal as aforesaid by the Holders and the appointment of such new Trustee shall be effective only upon such new Trustee becoming bound by this Indenture. Any new Trustee appointed under any provision of this Section 11.2 shall be a corporation authorized to carry

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on the business of a trust company in all of the Provinces of Canada. On any new appointment the new Trustee shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Trustee.

(b) Any entity into which the Trustee may be merged or, with or to which it may be consolidated, amalgamated or sold, or any entity resulting from any merger, consolidation, sale or amalgamation to which the Trustee shall be a party, shall be the successor Trustee under this Indenture without the execution of any instrument or any further act. Nevertheless, upon the written request of the successor Trustee or of the Issuer, the Trustee ceasing to act shall execute and deliver an instrument assigning and transferring to such successor Trustee, upon the trusts herein expressed, all the rights, powers and trusts of the retiring Trustee so ceasing to act, and shall duly assign, transfer and deliver all property and money held by such Trustee to the successor Trustee so appointed in its place. Should any deed, conveyance or instrument in writing from the Issuer or any Guarantor be required by any new Trustee for more fully and certainly vesting in and confirming to it such estates, properties, rights, powers and trusts, then any and all such deeds, conveyances and instruments in writing shall on request of said new Trustee, be made, executed, acknowledged and delivered by the Issuer or such Guarantor, as applicable.

11.3 Duties of Trustee

In the exercise of the rights, duties and obligations prescribed or conferred by the terms of this Indenture, the Trustee shall act honestly and in good faith and exercise that degree of care, diligence and skill that a reasonably prudent Trustee would exercise in comparable circumstances and will perform only such duties as are set forth specifically in this Indenture; provided that, for the avoidance of doubt, no agent shall be held to such standard of care in an Event of Default. The permissive rights of the Trustee to take or refrain from taking any action enumerated in this Indenture will not be construed as an obligation or duty. No provision of this Indenture will require the Trustee to risk or expend its own funds in the performance of its duties. Subject to the foregoing, the Trustee will be liable for its own wilful misconduct, bad faith or gross negligence. The Trustee will not be liable for any act or default on the part of any agent employed by it or a co-Trustee, or for having permitted any agent or co-Trustee to receive and retain any money payable to the Trustee, except as aforesaid.

11.4 Reliance Upon Declarations, Opinions, etc.

(a) In the exercise of its rights, duties and obligations hereunder the Trustee may, if acting in good faith and subject to Section 11.7, rely, as to the truth of the statements and accuracy of the opinions expressed therein, upon statutory declarations, opinions, reports or certificates furnished pursuant to any covenant, condition or requirement of this Indenture or required by the Trustee to be furnished to it in the exercise of its rights and duties hereunder, if the Trustee examines such statutory declarations, opinions, reports or certificates and determines that they comply with Section 11.5, if applicable, and with any other applicable requirements of this Indenture. The Trustee may nevertheless, in its discretion, require further proof in cases where it deems further proof desirable. Without restricting the foregoing, the Trustee may rely on an Opinion of Counsel satisfactory to the Trustee notwithstanding that it is delivered by a solicitor or firm which acts as solicitors for the Issuer.
(b) The Trustee shall have no obligation to ensure or verify compliance with any applicable laws or regulatory requirements on the issue or transfer of any Notes provided such issue or transfer is effected in accordance with the terms of this Indenture. The Trustee shall be entitled to process all transfers and redemptions upon the presumption that such transfer and redemption is permissible pursuant to all applicable laws and regulatory requirements if such transfer and redemption is effected in accordance with the terms of this Indenture. The Trustee shall have no obligation, other than to confer with the Issuer and its Counsel, to

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ensure that legends appearing on the Notes comply with regulatory requirements or securities laws of any applicable jurisdiction.

11.5 Evidence and Authority to Trustee, Opinions, etc.

(a) The Issuer shall furnish to the Trustee evidence of compliance with the conditions precedent provided for in this Indenture relating to any action or step required or permitted to be taken by the Issuer or the Trustee under this Indenture or as a result of any obligation imposed under this Indenture, including without limitation, the authentication and delivery of Notes hereunder, the satisfaction and discharge of this Indenture and the taking of any other action to be taken by the Trustee at the request of or on the application of the Issuer, forthwith if and when (a) such evidence is required by any other Section of this Indenture to be furnished to the Trustee in accordance with the terms of this Section 11.5, or (b) the Trustee, in the exercise of its rights and duties under this Indenture, gives the Issuer written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of:
(i) an Officers’ Certificate, stating that any such condition precedent has been complied with in accordance with the terms of this Indenture;
(ii) in the case of a condition precedent the satisfaction of which is, by the terms of this Indenture, made subject to review or examination by a solicitor, an Opinion of Counsel that such condition precedent has been complied with in accordance with the terms of this Indenture; and
(iii) in the case of any such condition precedent the satisfaction of which is subject to review or examination by auditors or accountants, an opinion or report of the Parent’s Auditors whom the Trustee for such purposes hereby approves, that such condition precedent has been complied with in accordance with the terms of this Indenture.
(b) Whenever such evidence relates to a matter other than the authentication and delivery of Notes and the satisfaction and discharge of this Indenture, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, engineer or appraiser or any other appraiser or any other individual whose qualifications give authority to a statement made by such individual, provided that if such report or opinion is furnished by a director, officer or employee of the Issuer it shall be in the form of a statutory declaration. Such evidence shall be, so far as appropriate, in accordance with Section 11.5(a).
(c) Each statutory declaration, certificate, opinion or report with respect to compliance with a condition precedent provided for in this Indenture shall include (i) a statement by the individual giving the evidence that he or she has read and is familiar with those provisions of this Indenture relating to the condition precedent in question, (ii) a brief statement of the nature and scope of the examination or investigation upon which the statements or opinions contained in such evidence are based, (iii) a statement that, in the belief of the individual giving such evidence, he or she has made such examination or investigation as is necessary to enable him or her to make the statements or give the opinions contained or expressed therein, and (iv) a statement whether in the opinion of such individual the conditions precedent in question have been complied with or satisfied.
(d) In addition to its obligations under Section 6.4, the Issuer shall furnish or cause to be furnished to the Trustee at any time if the Trustee reasonably so requires, an Officers’ Certificate certifying that the Issuer has complied with all covenants, conditions or other requirements contained in this Indenture, the non-compliance with which would constitute a

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Default or an Event of Default, or if such is not the case, specifying the covenant, condition or other requirement which has not been complied with and giving particulars of such noncompliance. The Issuer shall, whenever the Trustee so requires, furnish the Trustee with evidence by way of statutory declaration, opinion, report or certificate as specified by the Trustee as to any action or step required or permitted to be taken by the Issuer or as a result of any obligation imposed by this Indenture.

11.6 Officers’ Certificates Evidence

Except as otherwise specifically provided or prescribed by this Indenture, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, the Trustee, if acting in good faith, may rely upon an Officers’ Certificate.

11.7 Experts, Advisers and Agents

Subject to Section 11.4, the Trustee may:

(a) employ or retain and act and rely on the opinion or advice of or information obtained from any solicitor, auditor, valuator, engineer, surveyor, appraiser or other expert, whether obtained by the Trustee or by the Issuer, or otherwise, and shall not be liable for acting, or refusing to act, in good faith on any such opinion or advice and may pay proper and reasonable compensation for all such legal and other advice or assistance as aforesaid; and
(b) employ such agents and other assistants as it may reasonably require for the proper discharge of its duties hereunder, and may pay reasonable remuneration for all services performed for it (and shall be entitled to receive reasonable remuneration for all services performed by it) in the discharge of the trusts hereof and compensation for all disbursements, costs and expenses made or incurred by it in the discharge of its duties hereunder and in the management of the trusts hereof and any solicitors employed or consulted by the Trustee may, but need not be, solicitors for the Issuer.

11.8 Trustee May Deal in Notes

Subject to Sections 11.1 and 11.3, the Trustee may, in its personal or other capacity, buy, sell, lend upon and deal in Notes and generally contract and enter into financial transactions with the Issuer or otherwise, without being liable to account for any profits made thereby. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Ontario Court of Queen’s Bench for permission to continue as Trustee hereunder or resign.

11.9 Investment of Monies Held by Trustee

(a) Unless otherwise provided in this Indenture, any monies held by the Trustee, which, under the trusts of this Indenture, may or ought to be invested or which may be on deposit with the Trustee or which may be in the hands of the Trustee, may be invested and reinvested in the name or under the control of the Trustee in any of the securities, accounts, notes certificates and deposits described in paragraphs (b) and (c) of the definition of “Cash Equivalents”, provided that such securities are expressed to mature within 90 days after their purchase by the Trustee or such shorter period as required or selected by the Issuer to facilitate any payments expected to be made under this Indenture, after their purchase by the Trustee, and unless and until the Trustee shall have declared the principal of and Premium, if any, and interest on the Notes to be due and payable, the Trustee shall so invest such monies pursuant to an Issuer Order given in a reasonably timely manner. Pending the investment of any monies as hereinbefore provided, such monies may be deposited in the name of the

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Trustee in any chartered bank of Canada or, with the consent of the Issuer, in the deposit department of the Trustee or any other loan or trust company authorized to accept deposits under the laws of Canada or any province thereof at the rate of interest, if any, then current on similar deposits.

(b) Unless and until the Trustee shall have declared the principal of and Premium, if any, and interest on any Notes to be due and payable, the Trustee shall pay over to the Issuer all interest received by the Trustee in respect of any investments or deposits made pursuant to the provisions of this Section 11.9.

11.10 Trustee Not Ordinarily Bound

Except as provided in Section 7.2 and as otherwise specifically provided herein, the Trustee shall not, subject to Section 11.3, be bound to give notice to any Person of the execution hereof, nor to do, observe or perform or see to the observance or performance by the Issuer of any of the obligations herein imposed upon the Issuer or of the covenants on the part of the Issuer herein contained, nor in any way to supervise or interfere with the conduct of the Issuer’s business, unless the Trustee shall have been required to do so in writing by the Holders of not less than 25% of the aggregate principal amount of the Notes then outstanding or by any Extraordinary Resolution of the Holders passed in accordance with the provisions contained in Article 9, and then only after it shall have been funded and indemnified to its satisfaction against all actions, proceedings, claims and demands to which it may render itself liable and all costs, charges, damages and expenses which it may incur by so doing.

11.11 Trustee Not Required to Give Security

The Trustee shall not be required to give any bond or security in respect of the execution of the trusts and powers of this Indenture or otherwise in respect of the premises.

11.12 Trustee Not Bound to Act on Issuer’s Request

Except as in this Indenture otherwise specifically provided, the Trustee shall not be bound to act in accordance with any direction or request of the Issuer until a duly authenticated copy of the instrument or resolution containing such direction or request shall have been delivered to the Trustee, and the Trustee shall be empowered to act upon any such copy purporting to be authenticated and believed by the Trustee to be genuine.

11.13 Conditions Precedent to Trustee’s Obligations to Act Hereunder

(a) The obligation of the Trustee to commence or continue any act, action or proceeding for the purpose of enforcing the rights of the Trustee and of the Holders hereunder shall be conditional upon any one or more Holders furnishing when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnity reasonably satisfactory to the Trustee to protect and hold harmless the Trustee against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof.
(b) None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified as aforesaid.
(c) The Trustee may, before commencing or at any time during the continuance of any such act, action or proceeding require the Holders of Notes of a series at whose instance it is acting to

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deposit with the Trustee such Notes held by them for which Notes the Trustee shall issue receipts.

11.14 Authority to Carry on Business

The Trustee represents to the Issuer that at the date of execution and delivery by it of this Indenture it is authorized to carry on the business of a trust company in all provinces of Canada but if, notwithstanding the provisions of this Section 11.14, it ceases to be so authorized to carry on business, the validity and enforceability of this Indenture and the securities issued hereunder shall not be affected in any manner whatsoever by reason only of such event but the Trustee shall, within 90 days after ceasing to be authorized to carry on the business of a trust company in any province of Canada, either become so authorized or resign in the manner and with the effect specified in Section 11.2.

11.15 Compensation and Indemnity

(a) The Issuer shall pay to the Trustee from time to time compensation for its services hereunder as agreed separately by the Issuer and the Trustee, and shall pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in the administration or execution of its duties under this Indenture (including the reasonable and documented compensation and disbursements of its Counsel and all other advisers and assistants not regularly in its employ), both before any default hereunder and thereafter until all duties of the Trustee under this Indenture shall be finally and fully performed. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust.
(b) The Issuer hereby indemnifies and saves harmless the Trustee and its directors, officers, employees and shareholders from and against any and all loss, damages, charges, expenses, claims, demands, actions or liability whatsoever which may be brought against the Trustee or which it may suffer or incur as a result of or arising out of the performance of its duties and obligations hereunder save only in the event of the gross negligence, wilful misconduct or bad faith of the Trustee. This indemnity will survive the termination or discharge of this Indenture and the resignation or removal of the Trustee. The Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. The Issuer shall defend the claim and the Trustee shall cooperate in the defence. The Trustee may have separate Counsel and the Issuer shall pay the reasonable fees and expenses of such Counsel. The Issuer need not pay for any settlement made without its consent, which consent must not be unreasonably withheld. This indemnity shall survive the resignation or removal of the Trustee or the discharge of this Indenture.
(c) The Issuer need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through gross negligence, wilful misconduct or bad faith on the part of the Trustee.

11.16 Acceptance of Trust

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

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11.17 Anti-Money Laundering

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

11.18 Privacy

(a) The parties hereto acknowledge that the Trustee may, in the course of providing services hereunder, collect or receive financial and other personal information about such parties and/or their representatives, as individuals, or about other individuals related to the subject matter hereof, and use such information for the following purposes:
(i) to provide the services required under this Indenture and other services that may be requested from time to time;
(ii) to help the Trustee manage its servicing relationships with such individuals;
(iii) to meet the Trustee’s legal and regulatory requirements; and
(iv) if social insurance numbers are collected by the Trustee, to perform tax reporting and to assist in verification of an individual’s identity for security purposes.
(b) Each party acknowledges and agrees that the Trustee may receive, collect, use and disclose personal information provided to it or acquired by it in the course of providing services under this Indenture for the purposes described above and, generally, in the manner and on the terms described in its privacy code, which the Trustee shall make available on its website or upon request, including revisions thereto. The Trustee may transfer some of that personal information to service providers in the United States for data processing and/or storage. Further, each party agrees that it shall not provide or cause to be provided to the Trustee any personal information relating to an individual who is not a party to this Indenture unless that party has assured itself that such individual understands and has consented to the aforementioned uses and disclosures.

ARTICLE 12 AMENDMENT, SUPPLEMENT AND WAIVER

12.1 Ordinary Consent

Except as provided in Sections 12.2 and 12.3, with the affirmative votes of the Holders of a majority in principal amount of the Notes then outstanding represented and voting at a meeting of Holders, or by a resolution in writing 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):

(a) this Indenture, the Notes and the Note Guarantees may each be amended or supplemented, and

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(b) any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal or, Premium (if any) or interest on the Notes, except such Default or Event of Default resulting from an acceleration that has been rescinded) or lack of compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived,

provided that if any such amendment, supplement or waiver affects only one or more series of Notes, then consent to such amendment, supplement or waiver shall only be required to be obtained from the Holders of such affected series of Notes.

12.2 Special Consent

(a) Notwithstanding Section 12.1, without the consent of, or a resolution passed by the affirmative votes of or signed by each Holder affected, an amendment, supplement or waiver may not (with respect to any Notes of any series held by a non-consenting Holder):
(i) reduce the principal amount of Notes of any series whose Holders must consent to an amendment, supplement or waiver;
(ii) reduce the principal of any Note or change the time for payment thereof (other than with respect to the minimum notice periods required under Article 3 or Section 6.14);
(iii) reduce the rate of or change the time for payment of interest on any Note;
(iv) make any Note payable in a currency other than that stated in the Notes;
(v) 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);
(vi) impair the rights 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;
(vii) 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;
(viii) release Parent or any other Guarantor that is a Significant Subsidiary within the meaning of clause (a) or (b) of the definition thereof from any of its obligations under its Note Guarantee or this Indenture other than, in the case of a Guarantor, in accordance with the terms of this Indenture; or
(ix) modify the amendment or waiver provisions under this Article 12.

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(b) Notwithstanding Section 12.1 but subject to Section 12.2(a), without the consent of affected Holders by way of an Extraordinary Resolution, an amendment, supplement or waiver may not (with respect to any Notes of any series held by a non-consenting Holder) release any Guarantor that is not a Significant Subsidiary within the meaning of clause (a) or (b) 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.

12.3 Without Consent

(a) Notwithstanding Sections 12.1 and 12.2, without the consent of any Holder, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Guarantees to:
(i) cure any ambiguity, defect or inconsistency;
(ii) provide for uncertificated Notes in addition to or in place of certificated Notes;
(iii) provide for the assumption of the Issuer’s or a Guarantor’s obligations to Holders of Notes in the case of an amalgamation, merger or consolidation or sale of all or substantially all of the Issuer’s or a Guarantor’s assets or otherwise to comply with Section 10.1;
(iv) to comply with the rules of any applicable Depository;
(v) 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;
(vi) conform the text of this Indenture, the Notes or the Note Guarantees to any provision of the Description of the Notes to the extent that such provision in the Description of the Notes was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Note Guarantees;
(vii) provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture;
(viii) make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under this Indenture of any such Holder; or
(ix) evidence or provide for the acceptance of appointment under this Indenture of a successor Trustee.

12.4 Limited Condition Transactions: Measuring Compliance

(a) With respect to any (x) Investment or acquisition, in each case, the consummation by the Issuer or any Restricted Affiliate of which is not conditioned on the availability of, or on obtaining, third-party financing for such Investment or acquisition (whether by merger, 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:

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(i) 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 Section 6.10;
(ii) 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 under Section 6.8 or the definition of “Permitted Liens”; or
(iii) 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 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 the Issuer or the Restricted Affiliates 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 Issuer elects 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 the Issuer and its Restricted Affiliates, 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 the Issuer or any of the Restricted Affiliates 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

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financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by Parent in good faith.

(b) Notwithstanding anything herein to the contrary, if the Issuer or any of its Restricted Affiliates incurs Indebtedness, issues Disqualified Stock or Preferred Stock, creates Liens, makes Asset Sales, makes Investments, makes Restricted Payments, designates any Affiliate as a Restricted Affiliate or an Unrestricted Affiliate 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 Affiliate or an Unrestricted Affiliate or repays any Indebtedness, Disqualified Stock or Preferred Stock in connection with any Limited Condition Transaction under a non- ratiobased 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 non-ratio-based basket made in connection with such Limited Condition Transaction.
(c) In addition, this Indenture will provide that 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. 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.

12.5 Form of Consent

The consent of the Holders is not necessary under this Indenture to approve the particular form of any proposed amendment, supplement or waiver. 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 Issuer is required to 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.

12.6 Supplemental Indentures

(a) Subject to the provisions of this Indenture, the Issuer and the Trustee may from time to time execute, acknowledge and deliver Supplemental Indentures which thereafter shall form part of this Indenture, for any one or more of the following purposes:
(i) establishing the terms of any series of Notes and the forms and denominations in which they may be issued as provided in Article 2;

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(ii) making such amendments not inconsistent with this Indenture as may be necessary or desirable with respect to matters or questions arising hereunder, including the making of any modifications in the form of the Notes of any series which do not affect the substance thereof and which in the opinion of the Trustee relying on an Opinion of Counsel will not be materially prejudicial to the interests of Holders;
(iii) rectifying typographical, clerical or other manifest errors contained in this Indenture or any Supplemental Indenture, or making any modification to this Indenture or any Supplemental Indenture which, in the opinion of Counsel, are of a formal, minor or technical nature and that are not materially prejudicial to the interests of the Holders;
(iv) to give effect to any amendment or supplement to this Indenture or the Notes of any series made in accordance with Sections 12.1, 12.2 or 12.3;
(v) evidencing the succession, or successive successions, of others to the Issuer or any Guarantor and the covenants of and obligations assumed by any such successor in accordance with the provisions of this Indenture; or
(vi) for any other purpose not inconsistent with the terms of this Indenture, provided that in the opinion of the Trustee (relying on an Opinion of Counsel) the rights of neither the Holders nor the Trustee are materially prejudiced thereby.
(b) Unless this Indenture expressly requires the consent or concurrence of Holders, the consent or concurrence of Holders shall not be required in connection with the execution, acknowledgement or delivery of a Supplemental Indenture contemplated by this Indenture.
(c) In connection with any amendment, supplement or waiver in respect of this Indenture, the Notes or the Note Guarantees, upon receipt by the Trustee of (i) an Issuer Order accompanied by a Board Resolution authorizing the execution of any Supplemental Indenture, and (ii) an Officers’ Certificate and an opinion of counsel, each stating (A) that such amendment, supplement or waiver is authorized or permitted pursuant to the terms of this Indenture, the Notes or the Note Guarantees, as applicable, and (B) that all related conditions precedent have been complied with, the Trustee shall join with the Issuer and the Guarantors, as applicable, in the execution of any 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.
(d) This Section 12.6 shall apply, as the context requires, to any assumption agreement or instrument contemplated by Sections 10.1(a)(ii) or 10.1(b)(ii).

ARTICLE 13 NOTE GUARANTEES

13.1 Issuance of Note Guarantees

(a) The Guarantors providing a Note Guarantee on the Initial Issue Date shall execute and deliver to the Trustee the Note Guarantee in the form attached hereto as Appendix C.
(b) If the Issuer or any of its Restricted Affiliates acquires or creates another Restricted Affiliate after the Issue Date, or if the Issuer, through the Board of Directors of Superior GP, designates any of its Unrestricted Affiliates as a Restricted Affiliate in accordance with Section 6.7, and that newly acquired, created or designated Restricted Affiliate is an obligor (whether as primary debtor or as guarantor) with respect to, or later incurs or Guarantees, Facility Indebtedness, then the Issuer shall:

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(i) cause such Restricted Affiliate to provide a Note Guarantee within 20 Business Days by executing and delivering to the Trustee a Guarantor Accession Agreement substantially in the form attached hereto as Schedule “A” to Appendix C; and
(ii) deliver to the Trustee an Opinion of Counsel (which may contain customary exceptions) that such Note Guarantee has been duly authorized, executed and delivered by such Restricted Affiliate and constitutes a legal, valid, binding and enforceable obligation of such Restricted Affiliate,

and thereafter, such restricted Affiliate shall be a Guarantor for all purposes of this Indenture until it ceases to be an obligor, whether secured or unsecured, under any such Facility Indebtedness and its Note Guarantee is released in accordance with Section 13.2.

13.2 Release of Note Guarantees

(a) A Subsidiary of the Issuer that is a Guarantor will be automatically and unconditionally released from its obligations under its Note Guarantee upon the occurrence of any of the following:
(i) in the event of (A) a sale or other disposition of all or substantially all of the assets of such 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) the Issuer or a Restricted Affiliate, or (B) a sale, exchange, issuance, transfer or other disposition of the Capital Stock of such Guarantor such that it ceases to be a Restricted Affiliate, in the case of each of the foregoing subclauses (A) and (B) to the extent that such sale or other disposition complies with Section 6.14 and Section 10.1;
(ii) if the Issuer designates that Guarantor to be an Unrestricted Affiliate in accordance with Section 6.7, upon the effectiveness of such designation;
(iii) if such Guarantor ceases to be an obligor (whether as primary debtor or as a guarantor) under the Credit Agreement (or under Indebtedness represented by any replacement or refinancing of the Credit Agreement);
(iv) upon payment in full in cash of the principal of, accrued and unpaid interest and Premium (if any) on, the Notes;
(v) upon the Issuer exercising its Legal Defeasance or Covenant Defeasance option as described under Section 8.3, or upon satisfaction and discharge of this Indenture pursuant to Section 8.1;
(vi) 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
(vii) as described in Article 12.
(b) The Trustee shall promptly execute and deliver a release in the form attached hereto as Schedule “B” to Appendix C together with all instruments and other documents reasonably requested by the Issuer or the applicable Restricted Affiliate to evidence the release and

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termination of any Note Guarantee upon receipt of a request by the Issuer accompanied by an Officers’ Certificate certifying as to compliance with this Section 13.2.

ARTICLE 14 NOTICES

14.1 Notice to Issuer

Any notice to the Issuer under the provisions of this Indenture shall be valid and effective if delivered in writing to the Issuer (i) in person, (ii) mailed by first-class mail (certified or registered, return receipt requested), postage pre-paid, or overnight air courier guaranteeing next day delivery, or (iii) sent by facsimile or electronic transmission, at Superior Plus LP, c/o Superior Plus Corp., 200 Wellington Street West, Toronto, Ontario M5V 3C7, Attention: Corporate Secretary, Fax: (416) 340-6030, with a copy to, Torys LLP, Suite 3000, 79 Wellington Street West, Box 270, TD Centre, Toronto, Ontario M5K 1N2, Attention: Nina Mansoori, Email: [email protected]. All notices sent to the Issuer and its counsel shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; 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; or when receipt acknowledged, if sent by facsimile or electronic transmission. The Issuer may from time to time notify the Trustee in writing of a change of address which thereafter, until changed by like notice, shall be the address of the Issuer for all purposes of this Indenture.

14.2 Notice to Holders

(a) All notices to be given hereunder with respect to the Notes shall be deemed to be validly given to the Holders thereof if sent by first class mail, postage prepaid, or by electronic transmission, by letter or circular addressed to such Holders at their post office addresses appearing in any of the registers hereinbefore mentioned and shall be deemed to have been effectively given five days following the day of mailing, or immediately upon sending the electronic transmission, as applicable. Accidental error or omission in giving notice or accidental failure to mail notice to any Holder or the inability of the Issuer to give or mail any notice due to anything beyond the reasonable control of the Issuer shall not invalidate any action or proceeding founded thereon.
(b) If any notice given in accordance with Section 14.2(a) would be unlikely to reach the Holders to whom it is addressed in the ordinary course of post by reason of an interruption in mail service, whether at the place of dispatch or receipt or both, the Issuer shall give such notice by publication at least once in a daily newspaper of general national circulation in Canada.
(c) Any notice given to Holders by publication shall be deemed to have been given on the day on which publication shall have been effected at least once in each of the newspapers in which publication was required.
(d) All notices with respect to any Note may be given to whichever one of the Holders thereof (if more than one) is named first in the registers hereinbefore mentioned, and any notice so given shall be sufficient notice to all Holders of any Persons interested in such Note.

14.3 Notice to Trustee

Any notice to the Trustee under the provisions of this Indenture shall be valid and effective if delivered in writing to the Trustee (i) in person, (ii) mailed by first-class mail (certified or registered, return receipt requested), postage pre-paid, or overnight air courier guaranteeing next day delivery, or (iii) sent by facsimile or electronic transmission, at its principal office in the City of Calgary, at 800, 324 -

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8th Avenue SW, Calgary, Alberta T2P 2Z2, Attention: Manager, Corporate Trust, Fax No. (403) 2676598, Email: [email protected]. All notices sent to the Trustee shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; 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; or when receipt acknowledged, if sent by facsimile or electronic transmission.

14.4 Mail Service Interruption

If by reason of any interruption of mail service, actual or threatened, any notice to be given to the Trustee would reasonably be unlikely to reach its destination by the time notice by mail is deemed to have been given pursuant to Section 14.3, such notice shall be valid and effective only if delivered at the appropriate address in accordance with Section 14.3.

ARTICLE 15 MISCELLANEOUS

15.1 Copies of Indenture

To the extent not available under Parent’s issuer profile on SEDAR, any Holder may obtain a copy of this Indenture without charge by writing to the Issuer, Superior Plus LP, located at 200 Wellington Street West, Toronto, Ontario M5V 3C7, Attention: Chief Financial Officer.

15.2 Force Majeure

Except for the payment obligations of the Issuer contained herein, neither the Issuer nor the Trustee shall be liable to the other, or held in breach of this Indenture, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, governmental action or judicial order, earthquakes, economic sanctions, or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this Indenture shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section 15.2.

ARTICLE 16 EXECUTION AND FORMAL DATE

16.1 Execution

This Indenture may be simultaneously executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument. Delivery of an executed signature page to this Indenture by any party hereto by facsimile transmission or PDF shall be as effective as delivery of a manually executed copy of this Indenture by such party. This Indenture may be executed by way of electronic signature (including through an information system such as DocuSign or by any other electronic means) and any such execution of this Indenture shall be of the same legal effect, validity or enforceability as a manually executed signature.

16.2 Formal Date

For the purpose of convenience, this Indenture may be referred to as bearing the formal date of May 18, 2021, irrespective of the actual date of execution hereof.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS whereof the parties hereto have executed these presents under their respective corporate seals and the hands of their proper officers in that behalf.

ISSUER:

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

TRUSTEE:

COMPUTERSHARE TRUST COMPANY OF CANADA

By: (signed) “Corentin Leverrier” Name: Corentin Leverrier Title: Corporate Trust Officer

By: (signed) “Angela Fletcher” Name: Angela Fletcher Title: Corporate Trust Officer

[EXECUTION PAGE FOR SUPERIOR PLUS LP TRUST INDENTURE]

APPENDIX A - FORM OF 2028 NOTE

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS NOTE BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (A) [INSERT DISTRIBUTION DATE] , AND (B) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY OF CANADA

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREIN REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE TRANSFERRED TO OR EXCHANGED FOR NOTES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY NOTE AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS NOTE SHALL BE A GLOBAL NOTE SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO SUPERIOR PLUS LP OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE. [INSERT GLOBAL NOTES LEGEND FOR ALL GLOBAL NOTES]

THE NOTES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF SUPERIOR PLUS LP THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO SUPERIOR PLUS LP, (B) INSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 144A (“RULE 144A”), IF AVAILABLE, UNDER THE SECURITIES ACT TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER AND TO WHOM NOTICE IS GIVEN THAT THE OFFER, SALE OR TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A AND IN COMPLIANCE WITH APPLICABLE UNITED STATES SECURITIES LAWS, (C) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144, IF AVAILABLE, UNDER THE SECURITIES ACT, (E) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION, OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND, IN THE CASE OF (D) AND (E) AFTER AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE REASONABLY SATISFACTORY TO SUPERIOR PLUS LP HAS BEEN FURNISHED TO SUPERIOR PLUS LP TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE US STATE SECURITIES LAWS.

[Restricted Glboal Note CUSIP 86828QAK7 Restricted Glboal Note ISIN CA 86828QAK72]

[Unrestricted Global Note CUSIP 86828QAJ0 Restricted Glboal Note ISIN CA 86828QAJ00]

C$

No. 

SUPERIOR PLUS LP

(A limited partnership governed by the laws of the Province of Ontario)

4.25% SENIOR UNSECURED NOTES DUE MAY 18, 2028

SUPERIOR PLUS LP (the “ Issuer ”) for value received hereby acknowledges itself indebted and, subject to the provisions of the trust indenture dated as of May 18, 2021 (the “ Indenture ”) between the Issuer and Computershare Trust Company of Canada (the “ Trustee ”), promises to pay to the registered holder hereof on May 18, 2028 (the “ Stated Maturity ”) or on such earlier date as the principal amount hereof may become due in accordance with the provisions of the Indenture the principal sum of [  ] dollars ($ [  ] ) in lawful money of Canada on presentation and surrender of this Note (the “Note”) at the main branch of the Trustee in Calgary, Alberta, in accordance with the terms of the Indenture and, subject as hereinafter provided, to pay interest on the principal amount hereof (i) from and including the date hereof, or (ii) from and including the last Interest Payment Date to which interest shall have been paid or made available for payment hereon, whichever shall be the later, in all cases, to and excluding the next Interest Payment Date, at the rate of 4.25% per annum, in like money, calculated and payable semi-annually in arrears on May 18 and November 18 in each year commencing on November 18, 2021, and the last payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity of this Note) to fall due on the Maturity of this Note and, should the Issuer at any time make default in the payment of any principal or interest, to pay interest on the amount in default at a rate that is 1% higher than the applicable interest rate on the Notes, in like money and on the same dates.

Interest on this Note will be computed on the basis of a 365-day or 366-day year, as applicable, and will be payable in equal semi-annual amounts; provided that for any Interest Period that is shorter than a full semi-annual interest period, interest shall be calculated on the basis of a year of 365 days or 366 days, as applicable, and the actual number of days elapsed in that period.

If the date for payment of any amount of principal, Premium or interest is not a Business Day at the place of payment, then payment will be made on the next Business Day and the holder hereof will not be entitled to any further interest on such principal, or to any interest on such interest, Premium or other amount so payable, in respect of the period from the date for payment to such next Business Day.

Interest hereon shall be payable by cheque mailed by prepaid ordinary mail or by electronic transfer of funds to the registered holder hereof and, subject to the provisions of the Indenture, the mailing of such cheque or the electronic transfer of such funds shall, to the extent of the sum represented thereby (plus the amount of any Taxes deducted or withheld), satisfy and discharge all liability for interest on this Note.

This Note is one of the 2028 Notes of the Issuer issued under the provisions of the Indenture. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which this Note and other Notes of the Issuer are or are to be issued and held and the rights and remedies of the holder of this Note and other Notes and of the Issuer and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Note by acceptance hereof assents.

2028 Notes are issuable only in denominations of $1,000 and integral multiples of $1,000 in excess thereof. Upon compliance with the provisions of the Indenture, Notes of any denomination may be exchanged for an equal aggregate principal amount of Notes in any other authorized denomination or denominations.

The indebtedness evidenced by this Note, and by all other 2028 Notes now or hereafter certified and delivered under the Indenture, is a direct senior unsecured obligation of the Issuer.

The principal hereof may become or be declared due and payable before the Stated Maturity in the events, in the manner, with the effect and at the times provided in the Indenture.

This Note may be redeemed at the option of the Issuer on the terms and conditions set out in the Indenture at the Redemption Price therein. The right is reserved to the Issuer to purchase Notes (including this Note) for cancellation in accordance with the provisions of the Indenture.

Upon the occurrence of a Change of Control Triggering Event of the Issuer, the Holders may require the Issuer to repurchase such Holder’s Notes, in whole or in part, at a purchase price in cash equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to the date of purchase.

The Indenture contains provisions making binding upon all Holders of Notes outstanding thereunder resolutions passed at meetings of such Holders held in accordance with such provisions and instruments signed by the Holders of a specified majority of Notes outstanding (or certain series of Notes outstanding), which resolutions or instruments may have the effect of amending the terms of this Note or the Indenture.

This Note may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in Calgary, Alberta and in such other place or places and/or by such other Registrars (if any) as the Issuer with the approval of the Trustee may designate. No transfer of this Note shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Note for cancellation. Thereupon a new Note or Notes in the same aggregate principal amount shall be issued to the transferee in exchange hereof.

This Note shall not become obligatory for any purpose until it shall have been authenticated by the Trustee under the Indenture.

This Note and the Indenture are governed by, and are to be construed and enforced in accordance with, the laws of the Province of Ontario.

Capitalized words or expressions used in this Notes shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture.

IN WITNESS WHEREOF SUPERIOR PLUS LP has caused this Note to be signed by its authorized representatives as of [_______] , 20__.

SUPERIOR PLUS LP, by its general partner SUPERIOR GENERAL PARTNER INC.

By:

Name: Title:

(FORM OF TRUSTEE’S CERTIFICATE)

This Note is one of the Superior Plus LP 4.25% Senior Unsecured Notes due May 18, 2028 referred to in the Indenture within mentioned.

COMPUTERSHARE TRUST COMPANY OF CANADA

By: ________ (Authorized Officer)

(FORM OF REGISTRATION PANEL)

(No writing hereon except by Trustee or other registrar)

==> picture [462 x 40] intentionally omitted <==

----- Start of picture text -----

Signature of Trustee or
Date of Registration In Whose Name Registered
Registrar
----- End of picture text -----

==> picture [462 x 57] intentionally omitted <==

FORM OF ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____, whose address and social insurance number, if applicable are set forth below, this Note (or $_____ principal amount hereof) of SUPERIOR PLUS LP standing in the name(s) of the undersigned in the register maintained by the Issuer with respect to such Note and does hereby irrevocably authorize and direct the Trustee to transfer such Note in such register, with full power of substitution in the premises.

Dated: _______________

Address of Transferee: _____________

(Street Address, City, Province and Postal Code)

Social Insurance Number of Transferee, if applicable: _________

If less than the full principal amount of the within Note is to be transferred, indicate in the space provided the principal amount (which must be $1,000 or an integral multiple of $1,000 in excess thereof) to be transferred.

The signature(s) to this assignment must correspond with the name(s) as written upon the face of the Note in every particular without alteration or any change whatsoever. The signature(s) must be guaranteed by a Canadian chartered bank of trust company or by a member of an acceptable Medallion Guarantee Program. Notarized or witnessed signatures are not acceptable as guaranteed signatures. The Guarantor must affix a stamp bearing the actual words: “SIGNATURE GUARANTEED”.
The registered holder of this Note is responsible for the payment of any documentary, stamp or other transfer taxes that may be payable in respect of the transfer of this Note.

Signature of Guarantor

Authorized Officer

Signature of transferring registered holder

Name of Institution

APPENDIX B - FORM OF CERTIFICATE OF TRANSFER

SUPERIOR PLUS LP

200 Wellington Street West Toronto, Ontario M5V 3C7

Attention: Chief Financial Officer

COMPUTERSHARE TRUST COMPANY OF CANADA

800, 324 - 8th Avenue SW Calgary, Alberta T2P 2Z2 Attention: Corporate Trust

Re: Transfer of Notes

Reference is hereby made to the Indenture, dated as of May 18, 2021 (the “Indenture”), between Superior Plus LP, a limited partnership existing under the laws of the Province of Ontario (the “Issuer”), and Computershare Trust Company of Canada, as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

, (the “Transferor”) owns and proposes to transfer the Note [s] or interest in such Note [s] specified in Annex A hereto, in the principal amount of $ in such Note [s] or interests (the “Transfer”), to (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

 Check if Transferee will take delivery of a beneficial interest in a Restricted Global Note or a Restricted Definitive Note Pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “1933 Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A, in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the 144A U.S. Legend printed on the Restricted Global Note and/or the Definitive Note and in the Indenture and under the 1933 Act.

2.  Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.

(a)  Check if Transfer is Pursuant to Regulation S . (i) The Transfer is being effected pursuant to and in accordance with Rule 904 under the 1933 Act and the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was

outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 904 of Regulation S under the 1933 Act, and (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the 1933 Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note (i) will no longer be subject to the restrictions on transfer enumerated in the 144A U.S. Legend printed on the Restricted Global Notes, on the Restricted Definitive Notes and in the Indenture and (ii) will be subject to the restrictions on Transfer enumerated in the Regulation S legend (if any) printed on the Unrestricted Global Note and/or the Unrestricted Definitive Note and in the Indenture and the 1933 Act.

(b)  Check if Transfer is pursuant to Rule 144 . (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the 1933 Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the 144A U.S. Legend are not required in order to maintain compliance with the 1933 Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the 144A U.S. Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.
 Check if Transferee will take delivery of a beneficial interest in a Restricted Global Note or a Restricted Definitive Note pursuant to a provision of the 1933 Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the 1933 Act and any applicable blue sky securities laws of any state of the United States and the securities laws of any other applicable jurisdiction, and accordingly the Transferor hereby further certifies that (check one):
(a)  such Transfer is being effected pursuant to and in accordance with Rule 144 under the 1933 Act;
(b)  such Transfer is being effected to the Issuer or a subsidiary thereof; or
(c)  such Transfer is being effected pursuant to and in accordance with an available exemption from the registration requirements of the 1933 Act other than Rule 144, Rule 144A or Regulation S.

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer.

By: Name: Title:

Dated:

Signature guarantee*: ________

Participant in a recognized Signature guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

ANNEX A TO CERTIFICATE OF TRANSFER

Re: [ Insert name of applicable Note series ]

The Transferor owns and proposes to transfer the following:

[CHECK ONE]

(a)  a beneficial interest in the:

(i)  Restricted Global Note (CUSIP 86828QAK7), or

(ii)  Unrestricted Global Note (CUSIP 86828QAJ0), or
(b)  a Restricted Definitive Note, or (c)  an Unrestricted Definitive Note.

After the Transfer the Transferee will hold:

[CHECK ONE]

(a)  a beneficial interest in the: (i)  Restricted Global Note (CUSIP 86828QAK7), or (ii)  Unrestricted Global Note (CUSIP 86828QAJ0), or (b)  a Restricted Definitive Note; or (c)  an Unrestricted Definitive Note,

in accordance with the terms of the Indenture.

APPENDIX C

FORM OF NOTE GUARANTEE

NOTE GUARANTEE

THIS NOTE GUARANTEE is made as of  , 20.

Among:

Each corporation, partnership, limited partnership or other Person identified on the signature pages hereto under the heading “Guarantors”, and each other corporation, partnership, limited partnership or other Person that hereafter becomes a party to this Note Guarantee by executing and delivering a Guarantor Accession Agreement in accordance with Section 4.1 hereof (collectively, the “ Guarantors ”, and individually, a “ Guarantor ”)

and:

Computershare Trust Company of Canada in its capacity as trustee under the Indenture and its successors and permitted assigns in such capacity (the “ Trustee ”)

RECITALS

A. The Trustee has entered into the Indenture (on its own behalf and on behalf of the Holders from time to time) with Superior Plus LP (the “ Issuer ”) providing for the issuance by the Issuer from time to time of Notes, under which Indenture certain Subsidiaries of the Issuer are required to enter into this Note Guarantee;
B. The Guarantors will derive significant benefit from the issuance of such Notes by the Issuer; and
C. The Guarantors have agreed to jointly and severally guarantee the payment and performance by the Issuer of the Guaranteed Obligations.

NOW THEREFORE , for good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by the Guarantors), the Guarantors agree with the Trustee (on its own behalf and on behalf of the Holders from time to time) as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Note Guarantee (including the recitals herein and Schedules hereto), the following terms and expressions shall have the meanings ascribed to them below:

“ Guarantee Beneficiaries ” means (a) the Trustee and the Holders from time to time under the Indenture and any series of Notes, and (b) in each case, their respective transferees, successors and assigns pursuant to the Indenture.

“ Guaranteed Obligations ” means the obligations of the Issuer from time to time incurred or that it may from time to time incur under or in connection with or relating to the Indenture and the Notes in effect from time to time including, without limitation, obligations for the payment of principal of (and Premium, if any), interest, fees, indemnities or any other payment obligations on each series of Notes when due and

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payable, and all other amounts due or to become due under or in connection with the Indenture, each series of Notes, each Supplemental Indenture and the performance of all other obligations to the Trustee and the Holders under the Indenture, each Supplemental Indenture and such Notes, according to the terms hereof and thereof.

“ Guarantor Accession Agreement ” means an agreement substantially in the form of Schedule “A” hereto.

“ Indenture ” means the trust indenture between the Issuer and the Trustee dated as of the date hereof, providing for the issue by the Issuer from time to time of Notes, together with each Supplemental Indenture that may be entered into from time to time, as the same may be modified, amended, supplemented, restated and replaced from time to time.

“ Issuer ” has the meaning ascribed thereto in the recitals.

“ Proceedings ” means any voluntary or involuntary receivership, insolvency, proposal, bankruptcy, compromise, arrangement, reorganization, winding-up, dissolution or other similar proceedings, whether or not any of the foregoing is judicial in nature.

Unless the context otherwise requires, all other capitalized terms used herein not otherwise defined herein shall have the meanings ascribed thereto in the Indenture.

1.2 References

As used herein, “this Note Guarantee”, “hereto”, “herein”, “hereof”, “hereby”, “hereunder” and any similar expressions refer to this Note Guarantee as it may be modified, supplemented, amended, restated or replaced from time to time, and not to any particular Article, Section or other portion hereof. Whenever in this Note Guarantee a particular Article, Section or other portion thereof is referred to, such reference pertains to the Article, Section or portion thereof contained herein unless otherwise indicated. In this Note Guarantee, unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders. The inclusion of headings in this Note Guarantee is for convenience of reference only and shall not affect the construction or interpretation hereof.

1.3 Invalidity of Provisions

Each of the provisions contained in this Note Guarantee is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of the remaining part of such provision or any other provision hereof; and the invalidity of a particular provision or part thereof in a particular jurisdiction shall not invalidate such provision or part thereof in any other jurisdiction.

1.4 Entire Agreement

This Note Guarantee constitutes the entire agreement among the parties pertaining to the subject matter of this Note Guarantee. There are no warranties, representations or agreements, express, implied or statutory, between the parties in connection with such subject matter except as specifically set forth or referred to in this Note Guarantee.

1.5 Waiver, Amendment

No amendment or waiver of this Note Guarantee shall be valid or binding unless executed in writing by the Guarantors and the Trustee. A waiver of any provision of this Note Guarantee shall only constitute a waiver in the specific instance and for the specific purpose for which it is given. A waiver of any provision of this Note Guarantee shall not constitute a continuing waiver unless expressly provided in writing.

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1.6 Applicable Law

This Note Guarantee and each Guarantor Accession Agreement shall be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and shall be treated in all respects as Ontario contracts.

ARTICLE 2 GUARANTEE

2.1 Guarantee

(a) Each Guarantor hereby, jointly and severally, fully, absolutely, unconditionally and irrevocably (except to the extent provided for herein) guarantees, to the Trustee, for and on behalf of the Guarantee Beneficiaries, the punctual payment and performance when due of all Guaranteed Obligations, and agrees to indemnify and hold harmless each Holder and the Trustee from all losses, damages, costs, expenses and liabilities suffered or incurred by the Holders and the Trustee resulting or arising from or relating to any failure by the Issuer to unconditionally and irrevocably pay in full or fully perform the Guaranteed Obligations as and when due; provided that the amount of such indemnification shall not exceed the amount of such Guaranteed Obligations. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuer to such Holder or the Trustee under the Notes or this Indenture but for the fact that they are unenforceable, reduced, limited, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Issuer.
(b) Each Guarantor and the Trustee on behalf of each Guarantee Beneficiary hereby confirm that it is the intention of all such parties that the guarantee by each Guarantor pursuant to this Note Guarantee not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Law, the Fraudulent Conveyances Act (Ontario) or other Canadian federal, provincial or territorial law or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, if and to the extent that any Guarantor or any of its creditors has properly invoked the protections of any such federal, provincial or territorial law, the obligations of such Guarantor under this Note Guarantee shall be limited to the maximum amount as shall, after giving effect to all other contingent and fixed liabilities of such Guarantor that rank senior to or pari passu with such Guarantor’s obligations under this Note Guarantee and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Note Guarantee, result in the obligations of such Guarantor under this Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under any such federal, provincial or territorial law.
(c) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree, inter se , that in the event any payment or distribution is made by any Guarantor (a “ Funding Guarantor ”) under this Note Guarantee, such Funding Guarantor shall be entitled to a contribution from each other Guarantor (if any) in a pro rata amount based on the Adjusted Net Assets of each Guarantor (including the Funding Guarantor) for all payments, damages and expenses incurred by the Funding Guarantor in discharging the Guarantee Obligations of the Issuer or any other Guarantor’s obligations with respect to its Note Guarantee. “ Adjusted Net Assets ” of such Guarantor at any date shall mean the lesser of:
(i) the amount by which the fair value of the Property of such Guarantor exceeds the total amount of liabilities, including, without limitation, contingent liabilities (after giving effect to all other fixed and contingent liabilities incurred or assumed on

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such date), but excluding liabilities under this Note Guarantee of such Guarantor at such date; and

(ii) the amount by which the present fair saleable value of the assets of such Guarantor at such date exceeds the amount that shall be required to pay the probable liability of such Guarantor on its debts (after giving effect to all other fixed and contingent liabilities incurred or assumed on such date), excluding debt in respect of this Note Guarantee, as they become absolute and matured.

2.2 Guarantee Absolute

(a) The obligations of each Guarantor under this Note Guarantee are independent of the obligations of the Issuer under the Notes and the Indenture, and a separate action or actions may be brought and prosecuted against such Guarantor to enforce this Note Guarantee, irrespective of whether any action is brought against the Issuer or any other Guarantor or whether the Issuer or any other Guarantor is joined in any such action or actions. The liability of each Guarantor under this Note Guarantee shall be absolute and unconditional and shall not be released, discharged, mitigated, waived, impaired, affected or diminished or in any way affected in whole or in part by:
(i) any lack of validity or enforceability of the Indenture or the Notes of any series or any agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Indenture or any series of Notes, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Issuer or otherwise;
(iii) the failure to give notice to any Guarantor of the occurrence of a Default or Event of Default under the provisions of the Indenture or any series of Notes;
(iv) any taking, release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the Guaranteed Obligations;
(v) any failure, omission, delay by or inability on the part of the Trustee or any Holder to assert or exercise any right, power or remedy conferred on the Trustee or any Holder in the Indenture or any series of Notes;
(vi) any change in the corporate, partnership or other legal structure, or termination, dissolution, amalgamation, consolidation or merger of the Issuer or any other Guarantor with or into any other Person, the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets of the Issuer or any other Guarantor, the marshalling of the assets and liabilities of the Issuer or any other Guarantor, the receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with the creditors, or readjustment of, or other similar proceedings affecting the Issuer or any other Guarantor, or any of the assets of any of them;
(vii) the assignment of any right, title or interest of the Trustee or any Holder in the Indenture or any Note to any other Person; or
(viii) any other event or circumstance (including any statute of limitations), whether foreseen or unforeseen and whether similar or dissimilar to any of the foregoing, that might otherwise constitute a defense available to, or a discharge of, the

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Issuer or a Guarantor, other than payment in full of the Guaranteed Obligations; it being the intent of each Guarantor that its obligations hereunder shall not be discharged except by payment of all amounts owing pursuant to this Indenture or the Notes.

(b) This Note Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Holder or the Trustee upon the insolvency, bankruptcy or reorganization of the Issuer or otherwise, all as though such payment had not been made. Each Guarantor further agrees, to the fullest extent that it may lawfully do so, that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand: (i) the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article 7 of the Indenture 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 (ii) in the event of any acceleration of such obligations as provided in Article 7 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of this Note Guarantee.

2.3 Waivers

(a) Each Guarantor hereby expressly waives (to the extent permitted by applicable law) notice of the acceptance of this Note Guarantee and notice of the existence, renewal, extension or the non-performance, non-payment, or non-observance on the part of the Issuer of any of the terms, covenants, conditions and provisions of the Indenture or the Notes or any other notice whatsoever to or upon the Issuer or such Guarantor with respect to the Guaranteed Obligations. Each Guarantor hereby acknowledges communication to it of the terms of the Indenture and the Notes and all of the provisions therein contained and consents to and approves the same. Each Guarantor hereby expressly waives (to the extent permitted by law) diligence, presentment and protest.
(b) Without prejudice to any of the rights or recourse which the Trustee or the Holders may have against the Issuer, each Guarantor hereby expressly waives (to the extent permitted by law) any right to require the Trustee or the Holders to:
(i) initiate or exhaust any rights, remedies or recourse against the Issuer, any Guarantor or any other Person;
(ii) value, realize upon, or dispose of any security of the Issuer or any other Person held by the Trustee or the Holders; or
(iii) initiate or exhaust any other remedy which the Trustee or the Holders may have in law or equity, before requiring, becoming entitled to or demanding payment from such Guarantor under this Note Guarantee.

2.4 Subrogation

No Guarantor may exercise any rights against the Issuer that it may acquire by way of subrogation under this Note Guarantee, by any payment made hereunder or otherwise, until all the Guaranteed Obligations shall have been paid in full in cash. If any amount shall be paid to any Guarantor on account of any such subrogation rights at any time when all the Guaranteed Obligations shall not have been paid in full in cash, such amount shall be held in trust (or, if a trust is not recognized under applicable law, as agent) for the benefit of the Holders and the Trustee and shall forthwith be paid to the Trustee, on behalf of the Holders, to be credited and applied to the Guaranteed Obligations, whether matured or unmatured.

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2.5 No Waiver; Remedies

No failure on the part of the Trustee to exercise, and no delay in exercising, any right hereunder or under the Indenture or the Notes of any series shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder or under the Indenture or the Notes of any series preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

2.6 Continuing Guarantee; No Right of Set-Off; Independent Obligation

(a) This Note Guarantee is a continuing guarantee of the payment and performance of all Guaranteed Obligations and shall remain in full force and effect until the payment and satisfaction in full in cash of all of the Guaranteed Obligations and shall apply to and secure any ultimate balance due or remaining unpaid to the Trustee or the Holders under the Indenture or the Notes; and this Note Guarantee shall not be considered as wholly or partially satisfied by the payment or liquidation at any time or from time to time of any sum of money for the time being due or remaining unpaid to the Trustee or the Holders under the Indenture or the Notes.
(b) All amounts paid or credited by any Guarantor under this Note Guarantee will be paid in accordance with Section 3.12 of the Indenture.
(c) Each Guarantor hereby guarantees that the Guaranteed Obligations shall be paid to the Trustee in lawful currency of Canada without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise).
(d) Each Guarantor guarantees that the Guaranteed Obligations shall be paid strictly in accordance with their terms regardless of any lack of validity or enforceability of any of such terms or the rights of the Holders or the Trustee with respect thereto.
(e) Each Guarantor’s liability to pay or perform or cause the performance of the Guaranteed Obligations when due under this Note Guarantee shall arise forthwith after demand for payment or performance by the Trustee has been given to such Guarantor in the manner prescribed in the Indenture.

2.7 Release of Guarantors

(a) A Guarantor will be automatically and unconditionally released and discharged from its obligations under this Note Guarantee upon satisfaction of any of the conditions to such release and discharge set out in Section 13.2 of the Indenture or otherwise as provided in the Indenture, without any further action required upon the part of such Guarantor, the Issuer, the Trustee or any Holder.
(b) The Trustee shall, if so requested by the Issuer or a Guarantor which satisfies the conditions to release pursuant to Section 2.6(a) hereof, deliver to such Guarantor (with a copy to the Issuer) a release substantially in the form attached hereto as Schedule “B” and shall otherwise deliver such releases, documents and instruments to the Issuer and such Guarantor as the Issuer or such Guarantor may request to evidence the release and discharge of such Guarantor under this Note Guarantee, upon receipt by the Trustee of an Officers’ Certificate of the Issuer certifying that the conditions to release and discharge of such Guarantor have been met.

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ARTICLE 3 TRUSTEE

3.1 Dealings by the Guarantee Beneficiaries

The Guarantee Beneficiaries may from time to time in their absolute discretion but subject to the provisions of the Indenture, on behalf of the Guarantee Beneficiaries, without discharging, diminishing or in any way affecting the liability of any Guarantor hereunder:

(a) agree to or permit any increase or decrease, however significant, of the Guaranteed Obligations (including, without limitation, principal amounts, interest rates or premiums) or supplement, amend, restate or substitute, in whole or in part, however significant, the Guaranteed Obligations, any Notes or the Indenture or any other agreement relating to any of the foregoing or, in whole or in part demand payment of all or any Guaranteed Obligations;
(b) enforce or take action under or abstain from enforcing or taking action under any Note or the Indenture or any other guarantee of the Guaranteed Obligations;
(c) receive, give up, subordinate, release or discharge any security; supplement, amend, restate, substitute, renew, abstain from renewing, perfect or abstain from perfecting or maintaining the perfection of any security; enforce, take action under or realize in any manner or abstain from enforcing, taking action under or realizing any security; deal with or abstain from dealing with all or any part of the undertaking and Property subject to any security; or allow or abstain from allowing the Issuer, any Guarantor or any other Person to deal with all or any part of such undertaking and Property;
(d) renew all or any part of the Guaranteed Obligations or grant extensions of time or any other indulgences to the Issuer or to any Guarantor or other Person liable directly or indirectly for all or any part of the Guaranteed Obligations;
(e) accept or make any compositions or arrangements with or release, discharge or otherwise deal with or abstain from dealing with the Issuer, any Guarantor or any other Person liable directly or indirectly for all or any part of the Guaranteed Obligations;
(f) in whole or in part prove or abstain from proving any claim of the Trustee in any Proceedings of or affecting the Issuer, any Guarantor or any other Person; and
(g) agree with the Issuer, any Guarantor or any other Person to do anything described in paragraphs (a) to (f) above,

whether or not any of the matters described in paragraphs (a) to (g) above occur alone or in connection with one or more other such matters.

ARTICLE 4 MISCELLANEOUS

4.1 Additional Guarantors

(a) If after the Issue Date, any Restricted Affiliate becomes an obligor in respect of Indebtedness under any Credit Facility, then that Restricted Affiliate will accede to and become jointly and severally bound by the Note Guarantee as a Guarantor by executing a Guarantor Accession Agreement and delivering an opinion of counsel to the Trustee within 30 days after the date that Restricted Affiliate became obligated with respect to such Indebtedness.

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(b) Any other Restricted Affiliate that is not already a party to the Note Guarantee as a guarantor may accede to and become jointly and severally bound by the Note Guarantee as a Guarantor by executing a Guarantor Accession Agreement.
(c) Each Guarantor Accession Agreement shall forthwith upon execution thereof be delivered by the Issuer or the applicable Guarantor to the Trustee.

4.2 Expenses

Each Guarantor shall pay on demand all reasonable out of pocket costs and expenses of the Trustee or the Holders (including, without limitation, the fees and expenses of counsel for the Trustee or the Holders on a solicitor and his own client full indemnity basis) incurred in connection with any enforcement of this Note Guarantee.

4.3 Notices

Any notice, demand, consent, approval or other communication from the Guarantors to the Trustee, or vice versa, must be in writing and will be sufficiently given or made if given in the manner prescribed in the Indenture (in the case of the Guarantors, as provided therein with respect to the Issuer). The address and telecopier number of the Guarantors and the contact person at the Guarantors shall be the same as that set forth in the Indenture in respect of the Issuer.

4.4 Successors and Assigns

This Note Guarantee shall be binding upon each Guarantor and their successors and permitted assigns and enure to the benefit of the Trustee and its successors and assigns.

4.5 Copy Received

The Guarantors acknowledge receipt of a copy of the Indenture and this Note Guarantee.

4.6 Time of the Essence

Time shall be of the essence.

4.7 Obligations Regarding the Guarantors

Each Guarantor covenants that in each instance in which the Issuer has agreed in the Indenture to cause such Guarantor and/or its Subsidiaries to take any action or do any thing, or not to permit such Guarantor and/or its Subsidiaries to take any action or do any thing, such Guarantor shall (and shall cause its Subsidiaries to) take such action or do such thing, or refrain from taking such action or doing such thing, as applicable, in the manner and within the time or times provided in the Indenture to the same extent as if each Guarantor was a direct obligor to the Trustee under the Indenture.

4.8 Counterparts

This Note Guarantee may be simultaneously executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument. Delivery of an executed signature page to this Note Guarantee by any party hereto by facsimile transmission or PDF shall be as effective as delivery of a manually executed copy of this Note Guarantee by such party. This Indenture may be executed by way of electronic signature (including through an information system such as DocuSign or by any other electronic means) and any such execution of this Indenture shall be of the same legal effect, validity or enforceability as a manually executed signature.

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[Remainder of this page intentionally left blank]

IN WITNESS WHEREOF each party hereto has caused this Note Guarantee to be executed as of the day and year first above written.

GUARANTORS:

Name: Title:

SUPERIOR GENERAL PARTNER INC.

Name: Title:

SUPERIOR GAS LIQUIDS PARTNERSHIP, by its managing partner, SUPERIOR GENERAL PARTNER INC.

Name: Title:

SUPERIOR INTERNATIONAL INC.

Name:

Title:

[EXECUTION PAGE FOR SUPERIOR PLUS LP NOTE GUARANTEE]

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SUPERIOR PLUS US HOLDINGS INC.

Name: Title:

SUPERIOR PLUS US FINANCING INC.

Name: Title:

SUPERIOR PLUS ENERGY SERVICES INC.

Name:

Title:

NGL PROPANE, LLC, by its managing partner, SUPERIOR PLUS ENERGY SERVICES INC.

Name:

Title:

OSTERMAN PROPANE, LLC, by its managing member, NGL PROPANE, LLC, by its managing partner, SUPERIOR PLUS ENERGY SERVICES INC.

Name: Title:

[EXECUTION PAGE FOR SUPERIOR PLUS LP NOTE GUARANTEE]

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NGL-NE REAL ESTATE LLC, by its managing member, NGL PROPANE, LLC, by its managing partner, SUPERIOR PLUS ENERGY SERVICES INC.

Name: Title:

NGL-MA REAL ESTATE, LLC, by its managing member, NGL PROPANE, LLC, by its managing partner, SUPERIOR PLUS ENERGY SERVICES INC.

Name: Title:

NGL-MA, LLC, by its managing member, NGL PROPANE, LLC, by its managing partner, SUPERIOR PLUS ENERGY SERVICES INC.

Name: Title:

ATLANTIC PROPANE LLC, by its managing member, NGL PROPANE, LLC, by its managing partner, SUPERIOR PLUS ENERGY SERVICES INC.

Name: Title:

[EXECUTION PAGE FOR SUPERIOR PLUS LP NOTE GUARANTEE]

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OPR, LLC, by its managing member, OSTERMAN PROPANE, LLC, by its managing member, NGL PROPANE, LLC, by its managing partner, SUPERIOR PLUS ENERGY SERVICES INC.

Name: Title:

UNITED LIQUID GAS COMPANY

Name: Title:

SHELDON UNITED TERMINAL, LLC by its managing member, UNITED LIQUID GAS COMPANY

Name: Title:

SHELDON OIL COMPANY

Name: Title:

SHELDON GAS COMPANY

Name: Title:

[EXECUTION PAGE FOR SUPERIOR PLUS LP NOTE GUARANTEE]

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CAL-GAS INC.

Name: Title:

[EXECUTION PAGE FOR SUPERIOR PLUS LP NOTE GUARANTEE]

SCHEDULE “A” TO THE NOTE GUARANTEE

FORM OF GUARANTOR ACCESSION AGREEMENT

GUARANTOR ACCESSION AGREEMENT

This Agreement is made as of , 20

BY:

[  ( the “ New Guarantor ” )]

IN FAVOUR OF:

Computershare Trust Company of Canada in its capacity as trustee under the Indenture and its successors and permitted assigns in such capacity (the “ Trustee ”)

WHEREAS pursuant to the Indenture, the Issuer has agreed to cause the New Guarantor to be added as a party to the Note Guarantee by causing such New Guarantor to execute this Guarantor Accession Agreement;

AND WHEREAS the New Guarantor has agreed to become bound by the Note Guarantee.

NOW THEREFORE for good and valuable consideration, the New Guarantor agrees as follows:

1. Reference to Note Guarantee

(a) This Guarantor Accession Agreement relates to the Note Guarantee dated as of May 18, 2021 originally among Superior Plus Corp., Superior General Partner Inc., Superior Gas Liquids Partnership, Superior International Inc., Superior Plus US Financing Inc., Superior Plus US Holdings Inc., Superior Plus Energy Services Inc., Cal-Gas Inc., NGL Propane, LLC, Osterman Propane, LLC, NGL-NE Real Estate LLC, NGL-MA Real Estate, LLC, NGL-MA, LLC, OPR, LLC, Atlantic Propane LLC, United Liquid Gas Company, Sheldon United Terminal, LLC, Sheldon Oil Company and Sheldon Gas Company, as Guarantors, and Computershare Trust Company of Canada, as Trustee (on its own behalf and on behalf of the Holders from time to time), as amended, modified, supplemented, restated or replaced in accordance with the provisions thereof (the “ Note Guarantee ”).
(b) Capitalized terms used herein and not otherwise defined herein shall have the same meanings as are ascribed thereto in the Note Guarantee.

2. Accession

Effective as of the date hereof, the New Guarantor shall become a Guarantor for the purposes of the Note Guarantee as fully as if it had been an original signatory thereunder, and shall have all of the obligations of a Guarantor, jointly and severally with all other Guarantors, under the Note Guarantee.

3. Notice

Any notice or other communication to the New Guarantor in connection with this Guarantor Accession Agreement or the Note Guarantee shall be deemed to be delivered if delivered in the manner set forth in Section 4.3 of the Note Guarantee.

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4. Governing Law

This Guarantor Accession Agreement shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and shall be treated in all respects as an Ontario contract.

IN WITNESS WHEREOF the New Guarantor has executed this Guarantor Accession Agreement as of the date first written above.

[ NEW GUARANTOR ]

By: ____ Name: Title:

ACKNOWLEDGED BY:

TRUSTEE:

COMPUTERSHARE TRUST COMPANY OF CANADA

By: Name: Title:

SCHEDULE “B” TO THE NOTE GUARANTEE

FORM OF RELEASE

RELEASE OF NOTE GUARANTEE

THIS RELEASE (the “ Release ”) dated as of  among Superior Plus LP (the “ Issuer ”),  (the “ Guaranteeing Subsidiary ”), and Computershare Trust Company of Canada, as trustee under the Indenture referred to below (the “ Trustee ”).

WITNESSETH:

WHEREAS the Issuer has heretofore executed and delivered to the Trustee an indenture (as amended, restated, supplemented and replaced from time to time, the “ Indenture ”) dated as of May 18, 2021 providing for the issuance from time to time by the Issuer of Notes;

AND WHEREAS , pursuant to Section 13.1 of the Indenture, the Guaranteeing Subsidiary has heretofore executed and delivered to the Trustee a [Guarantor Accession Agreement dated  to the] [ include if applicable ] Note Guarantee dated May 18, 2021, under which the Guaranteeing Subsidiary Guaranteed all of the Issuer’s obligations under the Notes and the Indenture ( [collectively with the Guarantor Accession Agreement,] [ include if applicable ] the “ Note Guarantee ”);

AND WHEREAS , pursuant to Section 13.2 of the Indenture, the Trustee is required to execute such releases, documents and instruments as the Issuer or the Guaranteeing Subsidiary may request to evidence the termination of the Note Guarantee with respect to the Guaranteeing Subsidiary the conditions to release of the Note Guarantee in Section 13.2 of the Indenture or otherwise pursuant to the Indenture are met, without further obligation by the Guaranteeing Subsidiary;

AND WHEREAS the conditions to release of the Note Guarantee in respect of the Guaranteeing Subsidiary in Section 13.2 of the Indenture have been met.

NOW THEREFORE , in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Trustee (on its own behalf and on behalf of the Holders from time to time), the Guaranteeing Subsidiary and the Issuer mutually covenant and agree as follows:

1. Capitalized Terms . Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. Release of Guaranteeing Subsidiary. The Guaranteeing Subsidiary is hereby fully and irrevocably released from its liabilities and obligations under the Note Guarantee effective as of the date hereof.

3. Governing Law. This Release shall be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and shall be treated in all respects as an Ontario contract.

4. Counterparts. This Release may be simultaneously executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument. Delivery of an executed signature page to this Release by any party hereto by facsimile transmission or PDF shall be as effective as delivery of a manually executed copy of this Release by such party.

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5. Effect of Headings. The section headings herein are for convenience only and shall not affect the construction hereof.

6. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Release.

IN WITNESS WHEREOF , the parties hereto have caused this Release to be duly executed and attested, all as of the date first above written.

Dated: 

[ GUARANTEEING SUBSIDIARY ]

SUPERIOR PLUS LP, by its General Partner Superior General Partner Inc.

By: Name: Title:

By:

Name: Title:

ACKNOWLEDGED BY:

COMPUTERSHARE TRUST COMPANY OF CANADA, as Trustee

By: Name: Title:

APPENDIX D

FORM OF POSITION REPRESENTATION

[Date]

TO: COMPUTERSHARE TRUST COMPANY OF CANADA

AND TO: SUPERIOR PLUS LP

All capitalized terms used but not defined herein shall have the meanings ascribed thereto in the trust indenture (the “ Indenture ”) dated as of May 18, 2021 among Superior Plus LP (the “ Issuer ”) and Computershare Trust Company of Canada (the “ Trustee ”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Indenture.

Pursuant to Section 7.2(e) of the Indenture, the undersigned hereby represents and warrants to the Issuer and the Trustee that the undersigned is (i) a [holder][beneficial owner] of Notes and (ii) is not Net Short.

The undersigned hereby covenants to provide the Issuer or Trustee with such other information as the Issuer or the Trustee may reasonably request from time to time in order to verify the accuracy of the representations and warranties set forth herein within five Business Days of request therefor.

[Signature page follows]

DATED the date first above written.

[Holder][Beneficial Owner]

By: Name: Title:

AI assistant

Superior Plus Corp. — Capital/Financing Update 2021

42632_rns_2021-06-09_61a3cebe-70f7-493f-be25-9fe6a54a5d93.pdf

TRUST INDENTURE

BETWEEN

SUPERIOR PLUS LP, AS ISSUER

AND

Contents (continued)

APPENDICES

BETWEEN:

AND

COMPUTERSHARE TRUST COMPANY OF CANADA , a trust

WITNESSETH THAT:

ARTICLE 1 INTERPRETATION

1.1 Definitions

“ Capital Stock ” means:

“ Cash Equivalents ” means:

“ Permitted Investments ” means, without duplication:

1.2 Meaning of “Outstanding”

1.3 Interpretation

1.4 Headings, Etc.

1.5 Statute Reference

1.6 Day not a Business Day

1.7 Applicable Law

1.8 Monetary References

1.9 Invalidity, Etc.

1.10 Language

1.11 Successors and Assigns

1.12 Benefits of Indenture

1.13 Accounting Terms; Changes in Generally Accepted Accounting Principles

ARTICLE 2 THE NOTES

2.1 Issue and Designation of Notes; Ranking

2.2 Issuance in Series

2.3 Form of Notes

2.4 Execution, Authentication and Delivery of Notes

2.5 Registrar and Paying Agent

2.6 Paying Agent to Hold Money in Trust

2.7 Book Entry Only Notes

2.8 Global Notes

2.9 Interim Notes

2.10 Mutilation, Loss, Theft or Destruction

2.11 Concerning Interest

2.12 Payments of Amounts Due on Maturity

2.13 Legends on Notes

2.14 Payment of Interest

2.15 Record of Payment

2.16 Representation Regarding Third Party Interest

ARTICLE 3 TERMS OF THE 2028 Notes

3.1 Definitions

3.2 Creation and Designation of the 2028 Notes

3.3 Aggregate Principal Amount

3.4 Authentication

3.5 Date of Issue and Maturity

3.6 Interest

3.7

Optional Redemption

3.8 Optional Redemption for Changes in Withholding Taxes

3.9 Mandatory Redemption and Market Purchases

3.11 Currency of Payment

3.12 Additional Amounts

3.13

Appointment

3.14 Inconsistency

3.15 Reference to Principal, Premium, Interest, etc.

ARTICLE 4 REGISTRATION, TRANSFER, EXCHANGE AND OWNERSHIP

4.1 Register of Certificated Notes

4.2 Global Notes

4.3 Transferee Entitled to Registration

4.4 No Notice of Trusts

4.5 Registers Open for Inspection

4.6 Transfers and Exchanges of Notes

General Provisions Relating to Transfers and Exchanges.

4.7 Charges for Registration, Transfer and Exchange

4.8 Ownership of Notes

4.9 Cancellation and Destruction

ARTICLE 5 REDEMPTION AND PURCHASE OF NOTES

5.1 Redemption of Notes

5.2 Places of Payment

5.3 Partial Redemption

5.4 Notice of Redemption

Superior Plus Corp. Capital/Financing Update 2021