Exhibit 4.1
 DEBENTURE INDENTURE
 DATED AS OF THE 9 th DAY OF JUNE, 2011
 AMONG
 IVANHOE ENERGY INC.
 AND
 BNY TRUST COMPANY OF CANADA
 PROVIDING FOR THE ISSUE OF DEBENTURES




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TABLE OF CONTENTS
 PageARTICLE 1 INTERPRETATION
    
    
    11.1 Definitions
    
    
    11.2 Meaning of Outstanding
    
    
    81.3 Interpretation:
    
    
    81.4 Headings, Etc
    
    
    91.5 Time of Essence
    
    
    91.6 Monetary References
    
    
    91.7 Invalidity, Etc
    
    
    91.8 Language
    
    
    91.9 Successors and Assigns
    
    
    91.10 Severability
    
    
    91.11 Entire Agreement
    
    
    91.12 Benefits of Indenture
    
    
    91.13 Applicable Law and Attornment
    
    
    101.14 Currency of Payment
    
    
    101.15 Non-Business Days
    
    
    101.16 Accounting Terms
    
    
    101.17 Calculations
    
    
    101.18 Schedules
    
    
    10ARTICLE 2 THE DEBENTURES
    
    
    112.1 Limit of Debentures
    
    
    112.2 Terms of Debentures of any Series
    
    
    112.3 Form of Debentures
    
    
    122.4 Form and Terms of Initial Debentures
    
    
    122.5 Certification and Delivery of Additional Debentures
    
    
    192.6 Issue of Global Debentures
    
    
    202.7 Execution of Debentures
    
    
    212.8 Certification
    
    
    212.9 Interim Debentures or Certificates
    
    
    212.10 Mutilation, Loss, Theft or Destruction
    
    
    212.11 Concerning Interest
    
    
    222.12 Debentures to Rank Pari Passu
    
    
    222.13 Payments of Amounts Due on Maturity
    
    
    222.14 U.S. Legend on the Debentures
    
    
    232.15 Payment of Interest
    
    
    23ARTICLE 3 REGISTRATION, TRANSFER, EXCHANGE AND OWNERSHIP
    
    
    243.1 Definitive Debentures
    
    
    243.2 Global Debentures
    
    
    243.3 Transferee Entitled to Registration
    
    
    273.4 No Notice of Trusts
    
    
    273.5 Registers Open for Inspection
    
    
    273.6 Exchanges of Debentures
    
    
    273.7 Closing of Registers
    
    
    273.8 Charges for Registration, Transfer and Exchange
    
    
    283.9 Ownership of Debentures
    
    
    28
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TABLE OF CONTENTS
 PageARTICLE 4 REDEMPTION AND PURCHASE OF DEBENTURES
    
    
    294.1 Applicability of Article
    
    
    294.2 Partial Redemption
    
    
    294.3 Notice of Redemption
    
    
    304.4 Debentures Due on Redemption Dates
    
    
    304.5 Deposit of Redemption Monies or Common Shares
    
    
    304.6 Right to Repay Redemption Price in Common Shares
    
    
    314.7 Failure to Surrender Debentures Called for Redemption
    
    
    334.8 Cancellation of Debentures Redeemed
    
    
    334.9 Purchase of Debentures by the Corporation
    
    
    334.10 Right to Repay Principal Amount in Common Shares
    
    
    34ARTICLE 5 SUBORDINATION OF DEBENTURES
    
    
    365.1 Applicability of Article
    
    
    365.2 Order of Payment
    
    
    375.3 Subrogation to Rights of Holders of Senior Indebtedness
    
    
    385.4 Obligation to Pay Not Impaired
    
    
    385.5 No Payment if Senior Indebtedness in Default
    
    
    385.6 Payment on Debentures Permitted
    
    
    395.7 Confirmation of Subordination
    
    
    395.8 Knowledge of Trustee
    
    
    395.9 Trustee May Hold Senior Indebtedness
    
    
    395.10 Rights of Holders of Senior Indebtedness Not Impaired
    
    
    395.11 Altering the Senior Indebtedness
    
    
    405.12 Additional Indebtedness
    
    
    405.13 Right of Debentureholder to Convert Not Impaired
    
    
    405.14 Invalidated Payments
    
    
    405.15 Contesting Security
    
    
    40ARTICLE 6 CONVERSION OF DEBENTURES
    
    
    406.1 Applicability of Article
    
    
    406.2 Notice of Expiry of Conversion Privilege
    
    
    406.3 Revival of Right to Convert
    
    
    416.4 Manner of Exercise of Right to Convert
    
    
    416.5 Adjustment of Conversion Price
    
    
    426.6 No Requirement to Issue Fractional Common Shares
    
    
    466.7 Corporation to Reserve Common Shares
    
    
    466.8 Cancellation of Converted Debentures
    
    
    466.9 Certificate as to Adjustment
    
    
    466.10 Notice of Special Matters
    
    
    466.11 Protection of Trustee
    
    
    476.12 U.S. Legend on Common Shares
    
    
    47ARTICLE 7 COVENANTS OF THE CORPORATION
    
    
    477.1 To Pay Principal, Premium (if any) and Interest
    
    
    477.2 To Pay Trustees Remuneration
    
    
    477.3 To Give Notice of Default
    
    
    477.4 Preservation of Existence, etc
    
    
    487.5 Keeping of Books
    
    
    487.6 Annual Certificate of Compliance
    
    
    487.7 Performance of Covenants by Trustee
    
    
    487.8 SEC Notice
    
    
    487.9 No Dividends on Common Shares if Event of Default
    
    
    487.10 Maintain Listing
    
    
    48
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TABLE OF CONTENTS
 PageARTICLE 8 DEFAULT
    
    
    498.1 Events of Default
    
    
    498.2 Notice of Events of Default
    
    
    508.3 Waiver of Default
    
    
    508.4 Enforcement by the Trustee
    
    
    518.5 No Suits by Debentureholders
    
    
    518.6 Application of Monies by Trustee
    
    
    528.7 Notice of Payment by Trustee
    
    
    528.8 Trustee May Demand Production of Debentures
    
    
    538.9 Remedies Cumulative
    
    
    538.10 Judgment Against the Corporation
    
    
    538.11 Immunity of Directors, Officers and Others
    
    
    53ARTICLE 9 SATISFACTION AND DISCHARGE
    
    
    539.1 Cancellation and Destruction
    
    
    539.2 Non-Presentation of Debentures
    
    
    539.3 Repayment of Unclaimed Monies or Common Shares
    
    
    549.4 Discharge
    
    
    549.5 Satisfaction
    
    
    549.6 Continuance of Rights, Duties and Obligations
    
    
    56ARTICLE 10 COMMON SHARE INTEREST PAYMENT ELECTION
    
    
    5610.1 Common Share Interest Payment Election
    
    
    56ARTICLE 11 SUCCESSORS
    
    
    5811.1 Corporation may Consolidate, Etc., Only on Certain Terms
    
    
    5811.2 Successor Substituted
    
    
    59ARTICLE 12 COMPULSORY ACQUISITION
    
    
    5912.1 Definitions
    
    
    5912.2 Offer for Debentures
    
    
    6012.3 Offerors Notice to Dissenting Shareholders
    
    
    6012.4 Delivery of Debenture Certificates
    
    
    6112.5 Payment of Consideration to Trustee
    
    
    6112.6 Consideration to be held in Trust
    
    
    6112.7 Completion of Transfer of Debentures to Offeror
    
    
    6112.8 Communication of Offer to Trust
    
    
    61ARTICLE 13 MEETINGS OF DEBENTUREHOLDERS
    
    
    6213.1 Right to Convene Meeting
    
    
    6213.2 Notice of Meetings
    
    
    6213.3 Chairman
    
    
    6313.4 Quorum
    
    
    6313.5 Power to Adjourn
    
    
    6313.6 Show of Hands
    
    
    6413.7 Poll
    
    
    6413.8 Voting
    
    
    6413.9 Proxies
    
    
    6413.10 Persons Entitled to Attend Meetings
    
    
    65
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TABLE OF CONTENTS
 Page13.11 Powers Exercisable by Extraordinary Resolution
    
    
    6513.12 Meaning of Extraordinary Resolution
    
    
    6613.13 Powers Cumulative
    
    
    6713.14 Minutes
    
    
    6713.15 Instruments in Writing
    
    
    6713.16 Binding Effect of Resolutions
    
    
    6713.17 Evidence of Rights Of Debentureholders
    
    
    6813.18 Concerning Serial Meetings
    
    
    68ARTICLE 14 NOTICES
    
    
    6814.1 Notice to Corporation
    
    
    6814.2 Notice to Debentureholders
    
    
    6814.3 Notice to Trustee
    
    
    6914.4 Mail Service Interruption
    
    
    69ARTICLE 15 CONCERNING THE TRUSTEE
    
    
    6915.1 No Conflict of Interest
    
    
    6915.2 Replacement of Trustee
    
    
    6915.3 Duties of Trustee
    
    
    7015.4 Reliance Upon Declarations, Opinions, etc
    
    
    7015.5 Evidence and Authority to Trustee, Opinions, etc
    
    
    7015.6 Officers Certificates Evidence
    
    
    7115.7 Experts, Advisers and Agents
    
    
    7115.8 Trustee May Deal in Debentures
    
    
    7115.9 Investment of Monies Held by Trustee
    
    
    7215.10 Trustee Not Ordinarily Bound
    
    
    7215.11 Trustee Not Required to Give Security
    
    
    7215.12 Trustee Not Bound to Act on Trusts Request
    
    
    7215.13 Conditions Precedent to Trustees Obligations to Act Hereunder
    
    
    7215.14 Authority to Carry on Business
    
    
    7315.15 Compensation and Indemnity
    
    
    7315.16 Acceptance of Trust
    
    
    7315.17 Third Party Interests
    
    
    7315.18 Anti-Money Laundering
    
    
    7415.19 Privacy Laws
    
    
    7415.20 Force Majeure; Limitation of Trustee Liability
    
    
    74ARTICLE 16 SUPPLEMENTAL INDENTURES
    
    
    7416.1 Supplemental Indentures
    
    
    74ARTICLE 17 EXECUTION AND FORMAL DATE
    
    
    7617.1 Execution
    
    
    7617.2 Formal Date
    
    
    76
  Schedule A  Form of DebentureSchedule B  Form of Redemption NoticeSchedule C  Form of Maturity NoticeSchedule D  Form of Notice of ConversionSchedule E  Form of Certificate of TransferSchedule F  Form of Certificate of ExchangeSchedule G  Common Share Legends
  -iv-




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th
  IVANHOE ENERGY INC. Ivanhoe Corporation
  BNY TRUST COMPANY OF CANADA Trustee
 WITNESSETH THAT
 WHEREAS
 NOW THEREFORE THIS INDENTURE WITNESSES
 ARTICLE 1
INTERPRETATION
 1.1 Definitions
  (a)
    
    this Indenture, this Convertible Debenture 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 any and every instrument supplemental or ancillary hereto;
 (b)
    
    Additional Debentures means Debentures of any one or more series, other than the first
series of Debentures, being the Initial Debentures, issued under this Indenture;
 (c)
    
    Applicable Period means any period announced by the Board of Directors as a period of time
for which a cash dividend or distribution will be declared and paid by the Corporation to the
holders of all or substantially all of the outstanding Common Shares;
 (d)
    
    Applicable Securities Legislation means applicable securities laws (including rules,
regulations, policies and instruments) in each of the applicable provinces of Canada;
 (e)
    
    Auditors of the Corporation means an independent firm of chartered accountants duly
appointed as auditors of the Corporation;
 (f)
    
    Beneficial Holder means any person who holds a beneficial interest in a Global Debenture as
shown on the books of the Depository or a Depository Participant;
 (g)
    
    Board of Directors means the board of directors of the Corporation or any committee
thereof;




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(h)
    
    Business Day means any day other than a Saturday, Sunday or any other day that the Trustee
in Calgary, Alberta is not generally open for business;
 (i)
    
    Cash Change of Control means a Change of Control in which 10% or more of the consideration
for the Common Shares in the transaction or transactions constituting a Change of Control
consists of: (i) cash, other than cash payments for fractional Common Shares and cash payments
made in respect of dissenters appraisal rights; (ii) equity securities that are not traded or
intended to be traded immediately following such transactions on a recognized stock exchange;
or (iii) other property that is not traded or intended to be traded immediately following such
transactions on a recognized stock exchange;
 (j)
    
    Cash Change of Control Conversion Period has the meaning ascribed thereto in Section
2.4(k)(i);
 (k)
    
    Change of Control means the acquisition by any Person, or group of Persons acting jointly
or in concert (within the meaning of MI 62-104), of voting control or direction of an
aggregate of 50% or more of the outstanding Common Shares, but shall not include a sale,
merger, reorganization, arrangement, combination or other similar transaction if the previous
holders of Common Shares hold at least 50% of the voting control or direction in such merged,
reorganized, arranged, combined or other continuing entity immediately following completion of
such transaction;(l)
    
    Change of Control Notice has the meaning ascribed thereto in Section 2.4(j)(i);(m)
    
    Change of Control Purchase Date has the meaning ascribed thereto in Section 2.4(j)(i);(n)
    
    Change of Control Purchase Offer has the meaning ascribed thereto in Section 2.4(j)(i);
 (o)
    
    Common Shares means common shares in the capital of the Corporation, as such common shares
are constituted on the date of execution and delivery of this Indenture; provided that in the
event of a change or a subdivision, revision, reduction, combination or consolidation thereof,
any reclassification, capital reorganization, consolidation, amalgamation, arrangement,
merger, sale or conveyance or liquidation, dissolution or winding-up, or such successive
changes, subdivisions, redivisions, reductions, combinations or consolidations,
reclassifications, capital reorganizations, consolidations, amalgamations, arrangements,
mergers, sales or conveyances or liquidations, dissolutions or windings-up, then, subject to
adjustments, if any, having been made in accordance with the provisions of Section 6.5,
Common Shares shall mean the shares or other securities or property resulting from such
change, subdivision, redivision, reduction, combination or consolidation, reclassification,
capital reorganization, consolidation, amalgamation, arrangement, merger, sale or conveyance
or liquidation, dissolution or winding-up;
 (p)
    
    Common Share Bid Request means a request for bids to purchase Common Shares (to be issued
by the Corporation on the Common Share Delivery Date) made by the Trustee in accordance with
the Common Share Interest Payment Election Notice and which shall make the acceptance of any
bid conditional upon the acceptance of sufficient bids to result in aggregate proceeds from
such issue and sale of Common Shares which, together with the cash payments by the Corporation
in lieu of fractional Common Shares, if any, equal the Interest Obligation;
 (q)
    
    Common Share Delivery Date means a date, not more than 90 days and not less than one
Business Day prior to the applicable Interest Payment Date, upon which Common Shares are
issued by the Corporation and delivered to the Trustee for sale pursuant to Common Share
Purchase Agreements;
 (r)
    
    Common Share Interest Payment Election means an election to satisfy an Interest Obligation
on the applicable Interest Payment Date in the manner described in the Common Share Interest
Payment Election Notice;
 (s)
    
    Common Share Interest Payment Election Amount means the sum of the amount of the aggregate
proceeds resulting from the sale of Common Shares on the Common Share Delivery Date pursuant
to acceptable bids obtained pursuant to the Common Share Bid Requests, together with any
amount paid by
the Corporation in respect of fractional Common Shares pursuant to Section 10.1(g), that is
equal to the aggregate amount of the Interest Obligation in respect of which the Common
Share Interest Payment Election Notice was delivered;
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(t)
    
    Common Share Interest Payment Election Notice means a written notice made by the
Corporation to the Trustee specifying:
 (i)
    
    the Interest Obligation to which the election relates;(ii)
    
    the Common Share Interest Payment Election Amount;
 (iii)
    
    the investment banks, brokers or dealers through which the Trustee shall seek
bids to purchase the Common Shares and the conditions of such bids, which may include
the minimum number of Common Shares, minimum price per Common Share, timing for closing
for bids and such other matters as the Corporation may specify; and
 (iv)
    
    that the Trustee shall accept through the investment banks, brokers or dealers
selected by the Corporation only those bids which comply with such notice;
 (u)
    
    Common Share Proceeds Investment has the meaning attributed thereto in Section 10.1(h);
 (v)
    
    Common Share Purchase Agreement means an agreement in customary form among the Corporation,
the Trustee and the Persons making acceptable bids pursuant to a Common Share Bid Request,
which complies with all applicable laws, including the Applicable Securities Legislation and
the rules and regulations of any stock exchange on which the Debentures or Common Shares are
then listed;(w)
    
    Common Share Redemption Right has the meaning attributed thereto in Section 4.6(a);(x)
    
    Common Share Repayment Right has the meaning attributed thereto in Section 4.10(a);
 (y)
    
    Conversion Price means the dollar amount for which each Common Share may be issued from
time to time upon the conversion of Debentures or any series of Debentures which are by their
terms convertible in accordance with the provisions of Article 6;
 (z)
    
    Counsel means a barrister or solicitor or firm of barristers or solicitors retained or
employed by the Trustee or retained or employed by the Corporation and reasonably acceptable
to the Trustee;
 (aa)
    
    Current Market Price means, generally, the volume weighted average trading price of the
Common Shares on the Toronto Stock Exchange, if the Common Shares are listed on the Toronto
Stock Exchange, for the 20 consecutive trading days ending five trading days preceding the
applicable date. If the Common Shares are not listed on the Toronto Stock Exchange, reference
shall be made for the purpose of the above calculation to the principal securities exchange or
market on which the Common Shares are listed or quoted or if no such prices are available
Current Market Price shall be the fair value of a Common Share as reasonably determined by
the Board of Directors;
 (bb)
    
    Daily Conversion Value means, for each of the 10 consecutive trading days during the
related Observation Period, one-tenth (1/10th) of the product of (i) the Conversion Rate on
such day and (ii) the VWAP of the Common Shares on such trading day;(cc)
    
    Date of Conversion has the meaning ascribed thereto in Section 6.4(b);(dd)
    
    Debenture Liabilities has the meaning ascribed thereto in Section 5.1;
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(ee)
    
    Debentureholders or holders means the Persons for the time being entered in the register
for Debentures as registered holders of Debentures or any transferees of such Persons by
endorsement or delivery;
 (ff)
    
    Debentures means the debentures, notes or other evidence of indebtedness of the Corporation
issued and certified hereunder, or deemed to be issued and certified hereunder, including,
without limitation, the Initial Debentures, and for the time being outstanding, whether in
definitive or interim form;(gg)
    
    Defeased Debentures has the meaning ascribed thereto in Section 9.6(b);
 (hh)
    
    Definitive Debenture means a certificated Debenture fully registered in the name of the
holder thereof;
 (ii)
    
    Depository means, with respect to the Debentures of any series issuable or issued in whole
or in part in the form of one or more Global Debentures, the person designated as depository
by the Corporation pursuant to Section 3.2 until a successor depository shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter Depository shall
mean each person who is then a depository hereunder, and if at any time there is more than one
such person, Depository as used with respect to the Debentures of any series shall mean each
depository with respect to the Global Debentures of such series;
 (jj)
    
    Depository Participant means a broker, dealer, bank, other financial institution or other
person for whom, from time to time, a Depository effects book entry for a Global Debenture
deposited with the Depository;(kk)
    
    Effective Date has the meaning ascribed thereto in Section 2.4(k)(i);(ll)
    
    Event of Default has the meaning ascribed thereto in Section 8.1;(mm)
    
    Extraordinary Resolution has the meaning ascribed thereto in Section 13.12;
 (nn)
    
    Freely Tradeable means, in respect of shares of capital of any class of any corporation,
 shares which: (i) are issuable without the necessity of filing a prospectus or any other
similar offering document (other than such prospectus or similar offering document that has
already been filed) under Applicable Securities Legislation and such issue does not constitute
a distribution (other than a distribution already qualified by prospectus or similar offering
document) under Applicable Securities Legislation; and (ii) can be traded by the holder
thereof without any restriction under Applicable Securities Legislation, such as hold periods,
except in the case of a control distribution (as defined in National Instrument 45-102 -
Resale of Securities of the Canadian Securities Administrators), or a transaction or series
of transaction incidental to a control distribution;
 (oo)
    
    generally accepted accounting principles or GAAP means generally accepted accounting
principles from time to time approved by the Canadian Institute of Chartered Accountants
(including as further described in Section 1.16);
 (pp)
    
    Global Debenture means a Debenture that is issued to and registered in the name of the
Depository, or its nominee, pursuant to Section 2.6 for purposes of being held by or on behalf
of the Depository as custodian for participants in the Depositorys book-entry only
registration system;(qq)
    
    Global Note Legend means the legend identified as such in Exhibit A;
 (rr)
    
    Government Obligations means securities issued or guaranteed by the Government of Canada or
any province thereof;
 (ss)
    
    Guarantees means any guarantee, undertaking to assume, endorse, contingently agree to
purchase, or to provide funds for the payment of, or otherwise become liable in respect of,
any indebtedness, liability or obligation of any Person;
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(tt)
    
    Initial Debentures means the Debentures designated as 5.75% Convertible Unsecured
Subordinated Debentures and described in Section 2.4;(uu)
    
    Interest Account has the meaning ascribed thereto in Section 10.1(h);
 (vv)
    
    Interest Obligation means the obligation of the Corporation to pay interest on the
Debentures, as and when the same becomes due;
 (ww)
    
    Interest Payment Date means a date specified in a Debenture as the date on which interest
on such Debenture shall become due and payable;
 (xx)
    
    Ivanhoe or the Corporation means Ivanhoe Energy Inc. and includes any successor to or of
Ivanhoe which shall have complied with the provisions of Article 11;(yy)
    
    Make Whole Premium has the meaning ascribed thereto in Section 2.4(k)(i);(zz)
    
    Make Whole Premium Shares has the meaning ascribed thereto in Section 2.4(k)(ii);
 (aaa)
    
    Material Subsidiary means any Subsidiary of the Corporation which has consolidated assets
equal to or greater than 5.0% of the consolidated assets of the Corporation and its
Subsidiaries;
 (bbb)
    
    Maturity Account means an account or accounts required to be established by the
Corporation (and which shall be maintained by and subject to the control of the Trustee) for
each series of Debentures issued pursuant to and in accordance with this Indenture;(ccc)
    
    Maturity Date means the date specified for maturity of any Debentures;(ddd)
    
    Maturity Notice has the meaning ascribed thereto in Section 2.4(g);
 (eee)
    
    MI 62-104 means Multilateral Instrument 62-104  Take-Over Bids and Issuer Bidsof the
Canadian Securities Administrators;
 (fff)
    
    Non-Recourse Debt means any indebtedness, liabilities or other obligations (including
purchase money obligations), and guarantees, indemnities, endorsements (other than
endorsements for collection in the ordinary course of business) or other contingent
obligations in respect of obligations of another person and, in each case, incurred to finance
the creation, development, construction or acquisition of real and tangible personal property
(including fixtures) and any increases in or extensions, renewals or refunding of any such
indebtedness, liabilities and obligations, provided that the recourse of the lender thereof or
any agent, trustee, receiver or other person acting on behalf of the lender in respect of such
indebtedness, liabilities and obligations or any judgment in respect thereof is limited in all
circumstances to the real and tangible personal property (including fixtures) created,
developed, constructed or acquired in respect of which such indebtedness, liabilities and
obligations have been incurred and to any receivables, inventory, equipment, chattel paper,
intangibles and other rights or collateral arising from or connected with such property (and,
for certainty, shall include the shares or other ownership interests of a Subsidiary of the
Corporation which holds only such property and other rights and collateral arising from or
connected therewith) and to which the lender has recourse;
 (ggg)
    
    Observation Period means, in respect of any Initial Debentures as to which a Cash
Conversion Option applies: (a) for conversions that occur on or after the 12th scheduled
trading day prior to the Maturity Date, the 10 consecutive trading day period beginning on,
and including, the 12th scheduled trading day prior to the Maturity Date; and (b) in all other
cases, the 10 consecutive trading day period beginning on, and including, the third trading
day after the related Date of Conversion.(hhh)
    
    Offer Price has the meaning ascribed thereto in Section 2.4(j)(i);
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(iii)
    
    Offerors Notice has the meaning ascribed thereto in Section 12.3;(jjj)
    
    Offering means the public offering by short form prospectus dated June 2, 2011 of up to
$57,500,000 aggregate principal amount of Initial Debentures;(kkk)
    
    Officers Certificate means a certificate of the Corporation signed by any two authorized
officers or directors of the Corporation, in their capacities as officers or directors of the
Corporation, and not in their personal capacities;(lll)
    
    Periodic Offering means an offering of Debentures of a series from time to time, the
specific terms of which Debentures, including, without limitation, the rate or rates of
interest, if any, thereon, the stated maturity or maturities thereof and the redemption
provisions, if any, with respect thereto, are to be determined by the Corporation upon the
issuance of such Debentures from time to time;(mmm)
    
    Person includes an individual, corporation, company, partnership, joint venture,
association, trust, trustee, unincorporated organization or government or any agency or
political subdivision thereof (and for the purposes of the definition of Change of Control,
in addition to the foregoing, Person shall include any syndicate or group that would be
deemed to be a Person under MI 62-104);(nnn)
    
    Privacy Laws has the meaning ascribed thereto in Section 15.19;(ooo)
    
    Redemption Date has the meaning ascribed thereto in Section 4.3;(ppp)
    
    Redemption Notice has the meaning ascribed thereto in Section 4.3;(qqq)
    
    Redemption Price means, in respect of a Debenture, the amount, including accrued and
unpaid interest up to (but excluding) the Redemption Date fixed for such Debenture, payable on
the Redemption Date, which amount may be payable by the issuance of Freely Tradeable Common
Shares as provided for in Section 4.6;(rrr)
    
    Regulation S means Regulation S adopted by the United States Securities and Exchange
Commission under the 1933 Act;(sss)
    
    Restricted Definitive Debenture means a Definitive Debenture that bears the U.S. Legend;(ttt)
    
    Restricted Global Debenture means a Global Debenture that bears the U.S. Legend;(uuu)
    
    Senior Creditor means a holder or holders of Senior Indebtedness and includes any
representative or representatives, agent or agents or trustee or trustees of any such holder
or holders;(vvv)
    
    Senior Indebtedness means all obligations, liabilities and indebtedness of the Corporation
and its subsidiaries, whether outstanding on the date of this Indenture or thereafter created,
incurred, assumed or guaranteed which would, in accordance with GAAP, be classified upon a
consolidated statement of financial position of the Corporation as liabilities of the
Corporation and its subsidiaries and, whether or not so classified, includes (without
duplication): (a) indebtedness of the Corporation or its Subsidiaries for borrowed money; (b)
obligations of the Corporation or its Subsidiaries evidenced by bonds, debentures, commercial
paper, notes or other similar instruments; (c) obligations of the Corporation or its
Subsidiaries arising pursuant or in relation to bankers acceptances, letters of credit,
letters of guarantee, financial leases, performance bonds and surety bonds (including payment
and reimbursement obligations in respect thereof) or indemnities issued in connection
therewith; (d) obligations of the Corporation or its Subsidiaries under any swap, hedging or
other similar contracts or arrangements; (e) obligations of the Corporation or its
Subsidiaries under Guarantees, indemnities, assurances, legally binding comfort letters or
other contingent obligations relating to the Senior Indebtedness or other obligations of any
other person which would otherwise constitute Senior Indebtedness within the meaning of this
definition; (f) all indebtedness of the Corporation or its Subsidiaries representing the
deferred purchase price of any property including, without
limitation, purchase money mortgages; (g) indebtedness to trade creditors; (h) all renewals,
extensions, restructurings, refundings and refinancings of any of the foregoing; (i) all
accrued and unpaid interest, fees and other amounts in respect of any of the foregoing; and
(j) all costs and expenses incurred by or on behalf of any senior creditor in enforcing
payment or collection of any such Senior Indebtedness, including enforcing any security
interest securing the same; provided that Senior Indebtedness shall not include any
indebtedness that would otherwise be Senior Indebtedness if it is expressly stated to be
subordinate to or rank pari passuwith the Debentures;
  6




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(www)
    
    Senior Security means all mortgages, liens, pledges, charges (whether fixed or floating),
security interests or other encumbrances of any kind, contingent or absolute, held by or on
behalf of any Senior Creditor and in any manner securing any Senior Indebtedness;(xxx)
    
    Serial Meeting has the meaning ascribed thereto in Section 13.2(b)(i);(yyy)
    
    Stock Price has the meaning ascribed thereto in Section 2.4(k)(ii);(zzz)
    
    Subsidiary has the meaning ascribed thereto in the Securities Act(Alberta);(aaaa)
    
    Time of Expiry means the time of expiry of certain rights with respect to the conversion
of Debentures under Article 6 which is to be set forth separately in the form and terms for
each series of Debentures which by their terms are to be convertible;(bbbb)
    
    Total Offer Price has the meaning ascribed thereto in Section 2.4(j)(i);(cccc)
    
    trading day means, with respect to the Toronto Stock Exchange or other market for
securities, any day on which such exchange or market is open for trading or quotation;(dddd)
    
    Trustee means BNY Trust Company of Canada, or its successor or successors for the time
being as trustee hereunder;(eeee)
    
    Unclaimed Funds Return Date has the meaning ascribed thereto in Section 2.4(j)(vii);(ffff)
    
    United States or U.S. means the United States of America, its territories and
possessions, any state of the United States and the District of Columbia;(gggg)
    
    Unrestricted Definitive Debenture means a Definitive Debenture that bears the U.S. Legend;(hhhh)
    
    Unrestricted Global Debenture means a Global Debenture that does not bear the U.S. Legend;(iiii)
    
    U.S. Legend has the meaning ascribed thereto in Section 2.14(a);(jjjj)
    
    VWAP means for the Common Shares the per Common Share volume-weighted average price on the
Toronto Stock Exchange (or if the Common Shares are no longer traded on the Toronto Stock
Exchange, on such other exchange as the Common Shares are then traded) in respect of the
period from the scheduled open of trading until the scheduled close of trading of the primary
trading session on such trading day; provided, however, that if such volume-weighted average
price is unavailable, VWAP means the average of the market value of one Common Share on such
trading day as determined by three investment banks selected by the Corporation for this
purpose, using a volume-weighted method and converted, if necessary, into Canadian dollars at
the relevant exchange rate). In each case, the VWAP will be determined without regard to
after hours trading or any other trading outside of the primary trading session; and(kkkk)
    
    Written Direction of the Corporation means an instrument in writing signed by any one
officer or director of the Corporation;(llll)
    
    1933 Act means the United States Securities Act of 1933, as amended; and(mmmm)
    
    90% Redemption Right has the meaning ascribed thereto in Section 2.4(j)(ii).
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1.2 Meaning of Outstanding
  (a)
    
    Debentures which have been partially redeemed, purchased or converted shall be deemed to be
outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the
principal amount thereof;
 (b)
    
    when a new Debenture has been issued in substitution for a Debenture which has been lost,
stolen or destroyed, only one of such Debentures shall be counted for the purpose of
determining the aggregate principal amount of Debentures outstanding; and
 (c)
    
    for the purposes of any provision of this Indenture entitling holders of outstanding
Debentures to vote, sign consents, requisitions or other instruments or take any other action
under this Indenture, or to constitute a quorum of any meeting of Debentureholders, Debentures
owned directly or indirectly, legally or equitably, by the Corporation shall 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 of Debentures present or represented at any meeting of Debentureholders, only
the Debentures which the Trustee knows are so owned shall be so disregarded; and
 (ii)
    
    Debentures so owned which have been pledged in good faith other than to the
Corporation shall not be so disregarded if the pledgee shall establish to the
satisfaction of the Trustee the pledgees right to vote such Debentures, sign consents,
requisitions or other instruments or take such other actions in his discretion free
from the control of the Corporation or a Subsidiary of the Corporation.
 1.3 Interpretation:
  (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 Schedules refer, unless otherwise specified, to articles of
and schedules 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;
 (e)
    
    reference to any agreement or other instrument in writing means such agreement or other
instrument in writing as amended, modified, replaced or supplemented from time to time;
 (f)
    
    unless otherwise indicated, reference to a statute shall be deemed to be a reference to such
statute as amended, re-enacted or replaced from time to time; and
 (g)
    
    unless otherwise indicated, time periods within which a payment is to be made or any other
action is to be taken hereunder shall be calculated by including the day on which the period
commences and excluding the day on which the period ends.
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1.4 Headings, Etc
  1.5 Time of Essence
  1.6 Monetary References
  1.7 Invalidity, Etc.
  1.8 Language
  1.9 Successors and Assigns
  1.10 Severability
  1.11 Entire Agreement
  1.12 Benefits of Indenture
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1.13 Applicable Law and Attornment
  1.14 Currency of Payment
  1.15 Non-Business Days
  1.16 Accounting Terms
  1.17 Calculations
  1.18 Schedules
  
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ARTICLE 2
THE DEBENTURES
 2.1 Limit of Debentures
  2.2 Terms of Debentures of any Series
  (a)
    
    the designation of the Debentures of the series (which need not include the term
Debentures), which shall distinguish the Debentures of the series from the Debentures of all
other series;
 (b)
    
    any limit upon the aggregate principal amount of the Debentures of the series that may be
certified and delivered under this Indenture (except for Debentures certified and delivered
upon registration of, transfer of, amendment of, or in exchange for, or in lieu of, other
Debentures of the series pursuant to Sections 2.9, 2.10, 3.2, 3.3 and 3.6 and Article 4 and
Article 6);(c)
    
    the date or dates on which the principal of the Debentures of the series is payable;
 (d)
    
    the rate or rates at which the Debentures of the series shall bear interest, if any, the date
or dates from which such interest shall accrue, on which such interest shall be payable and on
which record date, if any, shall be taken for the determination of holders to whom such
interest shall be payable and/or the method or methods by which such rate or rates or date or
dates shall be determined;
 (e)
    
    the place or places where the principal of and any interest on Debentures of the series shall
be payable or where any Debentures of the series may be surrendered for registration of
transfer or exchange;
 (f)
    
    the right, if any, of the Corporation to redeem Debentures of the series, in whole or in
part, at its option and the period or periods within which, the price or prices at which and
any terms and conditions upon which, Debentures of the series may be so redeemed;
 (g)
    
    the obligation, if any, of the Corporation to redeem, purchase or repay Debentures of the
series pursuant to any mandatory redemption, sinking fund or analogous provisions or at the
option of a holder thereof and the price or prices at which, the period or periods within
which, the date or dates on which, and any terms and conditions upon which, Debentures of the
series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such
obligations;
 (h)
    
    if other than denominations of $1,000 and any integral multiple thereof, the denominations in
which Debentures of the series shall be issuable;
 (i)
    
    subject to the provisions of this Indenture, any trustee, Depositories, authenticating or
paying agents, transfer agents or registrars or any other agents with respect to the
Debentures of the series;
 (j)
    
    any other events of default or covenants with respect to the Debentures of the series;
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(k)
    
    whether and under what circumstances the Debentures of the series will be convertible into or
exchangeable for securities of any Person;(l)
    
    the form and terms of the Debentures of the series;
 (m)
    
    if applicable, that the Debentures of the series shall be issuable in whole or in part as one
or more Global Debentures and, in such case, the Depository or Depositories for such Global
Debentures in whose name the Global Debentures will be registered, and any circumstances other
than or in addition to those set forth in Section 2.9 or 3.2 or those applicable with respect
to any specific series of Debentures, as the case may be, in which any such Global Debenture
may be exchanged for Definitive Debentures, or transferred to and registered in the name of a
person other than the Depository for such Global Debentures or a nominee thereof;
 (n)
    
    if other than Canadian currency, the currency in which the Debentures of the series are
issuable; and
 (o)
    
    any other terms of the Debentures of the series (which terms shall not be inconsistent with
the provisions of this Indenture).
  2.3 Form of Debentures
  2.4 Form and Terms of Initial Debentures
 (a)
    
    The first series of Debentures (the Initial Debentures) authorized for issue immediately is
limited to an aggregate principal amount of up to $82,500,000 and shall be designated as
5.75% Convertible Unsecured Subordinated Debentures.
 (b)
    
    The Initial Debentures shall be dated as of the date of issue of the Initial Debentures and
shall mature on June 30, 2016 (the Maturity Date for the Initial Debentures).
 (c)
    
    The Initial Debentures shall bear interest from the date of issue at the rate of 5.75% per
annum (based on a year of 365 days and the actual number of days in the relevant interest
period), payable in arrears in equal (with the exception of the first interest payment, which
will include interest from and including the date of issue of the Initial Debentures as set
forth below) semi-annual payments in arrears on June 30 and December 31 in each year, the
first such payment to fall due on December 31, 2011 and the last such payment (representing
interest payable from the last Interest Payment Date to, but excluding, the Maturity Date of
the Initial Debentures) to fall due on June 30, 2016, payable after as well as before maturity
and
after as well as before default, with interest on amounts in default at the same rate,
compounded semi-annually. For certainty, the first interest payment will include interest
accrued from and including the date of issue of the Initial Debentures to, but excluding,
December 31, 2011, which will be equal to $32.29 for each $1,000 principal amount of Initial
Debentures. Any payment required to be made on any day that is not a Business Day will be
made on the next succeeding Business Day. The record dates for the payment of interest on
the Initial Debentures will be June 15 and December 15 in each year (or the first Business
Day prior to such date if not a Business Day).
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(d)
    
    The Initial Debentures will be redeemable in accordance with the terms of Article 4, provided
that the Initial Debentures will not be redeemable before June 30, 2014, except in the event
of the satisfaction of certain conditions after a Change of Control has occurred as outlined
herein. On and after June 30, 2014 and at any time prior to the Maturity Date, provided that
the Current Market Price at the time of the Redemption Notice is at least 125% of the
Conversion Price, the Initial Debentures may be redeemed at the option of the Corporation in
whole or in part from time to time on notice as provided for in Section 4.3 at a Redemption
Price equal to their principal amount plus accrued and unpaid interest thereon up to (but
excluding) the Redemption Date. The Redemption Notice for the Initial Debentures shall be
substantially in the form of Schedule B. In connection with the redemption of the Initial
Debentures, the Corporation may, at its option and subject to the provisions of Section 4.6
and subject to regulatory approval, elect to satisfy its obligation to pay all or a portion of
the aggregate Redemption Price of the Initial Debentures to be redeemed by issuing and
delivering to the holders of such Initial Debentures, such number of Freely Tradeable Common
Shares as is obtained by dividing the aggregate Redemption Price by 95% of the Current Market
Price in effect on the Redemption Date. If the Corporation elects to exercise such option, it
shall so specify and provide details in the Redemption Notice.
 (e)
    
    The Initial Debentures will be subordinated to the Senior Indebtedness of the Corporation in
accordance with the provisions of Article 5. In accordance with Section 2.12, the Initial
Debentures will rank pari passuwith each other series of Debentures issued under this
Indenture or under indentures supplemental to this Indenture (regardless of their actual date
or terms of issue) and, except as prescribed by law, with all other existing and future
unsecured indebtedness of the Corporation other than Senior Indebtedness.
 (f)
    
    Upon and subject to the provisions and conditions of Article 6 and Section 3.7, the holder of
each Initial Debenture shall have the right at such holders option, at any time prior to the
close of business on the earlier of (i) the Business Day immediately preceding the Maturity
Date of the Initial Debentures; (ii) if the Initial Debentures are called for redemption, on
the Business Day immediately preceding the date specified by the Corporation for redemption of
the Initial Debentures; or (iii) if subject to repurchase pursuant to a Change of Control, on
the Business Day immediately preceding the payment date, subject to the satisfaction of
certain conditions, by notice to the holders of Initial Debentures in accordance with Sections
2.4(d) and 4.3 (the earlier of which will be the Time of Expiry for the purposes of Article
6 in respect of the Initial Debentures), to convert any part, being $1,000 or an integral
multiple thereof, of the principal amount of a Debenture into Common Shares at the Conversion
Price in effect on the Date of Conversion. To the extent a redemption is a redemption in part
only of the Initial Debentures, such right to convert, if not exercised prior to the
applicable Time of Expiry, shall survive as to any Initial Debentures not redeemed or
converted and be applicable to the next succeeding Time of Expiry.
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(g)
    
    On redemption or maturity of the Initial Debentures, the Corporation may, at its option and
subject to the provisions of Section 4.6 and Section 4.10, as applicable, and subject to
regulatory approval, elect to satisfy its obligation to pay all or a portion of the aggregate
principal amount of the Initial Debentures due on redemption or maturity, together with all
accrued but unpaid interest thereon, by issuing and delivering to such holders of Initial
Debentures Freely Tradeable Common Shares pursuant to the provisions of Sections 4.6 and 4.10,
as applicable. If the Corporation elects to exercise such option, it shall provide details in
the Redemption Notice or deliver a maturity notice (the Maturity Notice) to the holders of
the Initial Debentures in substantially the form of Schedule C and provide the necessary
details.
 (h)
    
    The Initial Debentures shall be issued in denominations of $1,000 and integral multiples of
$1,000. Each Initial Debenture and the certificate of the Trustee endorsed thereon shall be
issued in substantially the form set out in Schedule A (provided that Initial Debentures
issued in the form of Definitive Debentures shall be issued without the Global Note Legends
and without the Schedule of Exchanges of Interests in the Global Note attached thereto),
with such insertions, omissions, substitutions or other variations as shall be required or
permitted by this Indenture, and may have imprinted or otherwise reproduced thereon such
legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as
may be required to comply with any law or with any rules or regulations pursuant thereto or
with any rules or regulations of any securities exchange or securities regulatory authority or
to conform with general usage, all as may be determined by the Board of Directors executing
such Initial Debenture in accordance with Section 2.7, as conclusively evidenced by their
execution of an Initial Debenture. Each Initial Debenture shall additionally bear such
distinguishing letters and numbers as the Trustee shall approve. Notwithstanding the
foregoing, an Initial Debenture may be in such other form or forms as may, from time to time,
be, approved by a resolution of the Board of Directors, or as specified in an Officers
Certificate. The Initial Debentures may be engraved, lithographed, printed, mimeographed or
typewritten or partly in one form and partly in another.
    (i)
    
    Upon and subject to the provisions of Article 10, the Corporation may elect, from time to
time, to satisfy its Interest Obligation on the Initial Debentures on any Interest Payment
Date (including, for greater certainty, following conversion or upon maturity or redemption)
by delivering: (i) cash, (ii) Freely Tradeable
Common Shares; or (iii) a combination of (i) and (ii) to the Trustee pursuant to the Common
Share Interest Payment Election.
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(j)
    
    Within 30 days following the occurrence of a Change of Control, and subject to the provisions
and conditions of this Section 2.4(j), the Corporation shall be obligated to offer to purchase
all of the Initial Debentures then outstanding. The terms and conditions of such obligation
are set forth below:
 (i)
    
    Within 30 days following the occurrence of a Change of Control, the Corporation
shall deliver to the Trustee, and the Trustee shall promptly deliver to the holders of
the Initial Debentures, a notice stating that there has been a Change of Control and
specifying the date on which such Change of Control occurred and the circumstances or
events giving rise to such Change of Control (a Change of Control Notice) together
with an offer in writing (the Change of Control Purchase Offer) to purchase, on the
Change of Control Purchase Date (as defined below), all (or any portion actually
tendered to such offer) of the Initial Debentures then outstanding from the holders
thereof made in accordance with the requirements of Applicable Securities Legislation
at a price per Initial Debenture equal to 100% of the principal amount thereof (the
Offer Price) plus accrued and unpaid interest on such Initial Debentures up to, but
excluding, the Change of Control Purchase Date (collectively, the Total Offer Price).
If such Change of Control Purchase Date is after a record date for the payment of
interest on the Initial Debentures but on or prior to an Interest Payment Date, then
the interest payable on such date will be paid to the holder of record of the
Debentures on the relevant record date. The Change of Control Purchase Date shall be
the date that is 30 Business Days after the date that the Change of Control Notice and
Change of Control Purchase Offer are delivered to holders of Initial Debentures.
 (ii)
    
    If 90% or more in aggregate principal amount of Initial Debentures outstanding
on the date the Corporation provides the Change of Control Notice and the Change of
Control Purchase Offer to holders of the Initial Debentures have been tendered for
purchase pursuant to the Change of Control Purchase Offer on the expiration thereof,
the Corporation has the right upon written notice provided to the Trustee within 10
days following the expiration of the Change of Control Purchase Offer, to redeem all
the Initial Debentures remaining outstanding on the expiration of the Change of Control
Purchase Offer at the Total Offer Price as at the Change of Control Purchase Date (the
90% Redemption Right).
 (iii)
    
    Upon receipt of notice that the Corporation has exercised or is exercising the
90% Redemption Right and is acquiring the remaining Initial Debentures, the Trustee
shall promptly provide written notice to each Debentureholder that did not previously
accept the Offer that:
 (A)
    
    the Corporation has exercised the 90% Redemption Right and is
purchasing all outstanding Initial Debentures effective on the expiry of the
Change of Control Purchase Offer at the Total Offer Price, and shall include a
calculation of the amount payable to such holder as payment of the Total Offer
Price as at the Change of Control Purchase Date;
 (B)
    
    each such holder must transfer their Initial Debentures to the
Trustee on the same terms as those holders that accepted the Change of Control
Purchase Offer and must send their respective Initial Debentures, duly endorsed
for transfer, to the Trustee within 10 days after the sending of such notice;
and
 (C)
    
    the rights of such holder under the terms of the Initial
Debentures and this Indenture cease effective as of the date of expiry of the
Change of Control Purchase Offer provided the Corporation has, on or before the
time of notifying the Trustee of the exercise of the 90% Redemption Right, paid
the Total Offer Price to, or to the order of, the Trustee and thereafter the
Initial Debentures shall not be considered to be outstanding and the holder
shall not have any right except to receive such holders Total Offer Price upon
surrender and delivery of such holders Initial Debentures in accordance with
the Indenture.
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(iv)
    
    The Corporation shall, on or before 11:00 a.m., Calgary time, on the Business
Day immediately prior to the Change of Control Purchase Date, deposit with the Trustee
or any paying agent to the order of the Trustee, such sums of money as may be
sufficient to pay the Total Offer Price of the Initial Debentures to be purchased or
redeemed by the Corporation on the Change of Control Purchase Date (less any tax
required by law to be deducted in respect of accrued and unpaid interest), provided the
Corporation may elect to satisfy this requirement by providing the Trustee with a
certified cheque or wire transfer for such amounts required under this Section
2.4(j)(iv) post-dated to the date of expiry of the Change of Control Purchase Offer.
The Corporation 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
purchase. Every such deposit shall be irrevocable. From the sums so deposited, the
Trustee shall pay or cause to be paid to the holders of such Initial Debentures, the
Total Offer Price to which they are entitled (less any tax required by law to be
deducted in respect of accrued and unpaid interest) on the Corporations purchase.
 (v)
    
    In the event that one or more of such Initial Debentures being purchased in
accordance with this Section 2.4(j) becomes subject to purchase in part only, upon
surrender of such Initial Debentures for payment of the Total Offer Price, the
Corporation shall execute and the Trustee shall certify and deliver without charge to
the holder thereof or upon the holders order, one or more new Initial Debentures for
the portion of the principal amount of the Initial Debentures not purchased.
 (vi)
    
    Initial Debentures for which holders have accepted the Change of Control
Purchase Offer and Initial Debentures which the Corporation has elected to redeem in
accordance with this Section 2.4(j) shall become due and payable at the Total Offer
Price on the Change of Control Purchase Date, in the same manner and with the same
effect as if it were the date of maturity specified in such Initial Debentures,
anything therein or herein to the contrary notwithstanding, and from and after the
Change of Control Purchase Date, if the money necessary to purchase or redeem, or the
Common Shares necessary to purchase or redeem, the Initial Debentures shall have been
deposited as provided in this Section 2.4(j) and affidavits or other proofs
satisfactory to the Trustee as to the publication and/or mailing of such notices shall
have been lodged with it, interest on the Initial Debentures shall cease. If any
question shall arise as to whether any notice has been given as above provided and such
deposit made, such question shall be decided by the Trustee whose decision shall be
final and binding upon all parties in interest.
 (vii)
    
    In case the holder of any Initial Debenture to be purchased or redeemed in
accordance with this Section 2.4(j) shall fail on or before the Change of Control
Purchase Date to so surrender such holders Initial Debenture or shall not within such
time accept payment of the monies payable, to take delivery of certificates
representing such Common Shares issuable in respect thereof, or give such receipt
therefor, if any, as the Trustee may require, such monies may be set aside in trust, or
such certificates may be held 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 Debentureholder of the sum or the Common Shares so
set aside and the Debentureholder shall have no other right except to receive payment
of the monies so paid and deposited, or take delivery of the certificates so deposited,
or both, upon surrender and delivery of such holders Initial Debenture. In the event
that any money or certificates representing Common Shares required to be deposited
hereunder with the Trustee or any depository or paying agent on account of principal,
premium, if any, or interest, if any, on Initial Debentures issued hereunder shall
remain so deposited for a period of six years from the Change of Control Purchase Date,
then such monies, or certificates representing Common Shares, together with any
accumulated interest thereon, or any distributions paid thereon, shall at the end of
such period be paid over or delivered over by the Trustee or such depository or paying
agent to the Corporation and the Trustee shall not be responsible to Debentureholders
for any amounts owing to them. Notwithstanding the foregoing, the Trustee will pay any
remaining funds deposited hereunder on that date which is five years less one day after
the Change of Control Purchase Date (the Unclaimed Funds Return Date) to the
Corporation upon receipt from the Corporation of an unconditional letter of credit from
a Canadian chartered bank in an amount equal to or in excess of the amount of the
remaining funds. If the remaining funds are paid to the Corporation prior to the
Unclaimed Funds Return
Date, the Corporation shall reimburse the Trustee for any amounts required to be
paid by the Trustee to a holder of a Debenture pursuant to the Change of Control
Purchase Offer after the date of such payment of the remaining funds to the
Corporation but prior to the Unclaimed Funds Return Date.
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(viii)
    
    Subject to the provisions above related to Initial Debentures purchased in part, all
Initial Debentures redeemed and paid under this Section 2.4(j) shall forthwith be
delivered to the Trustee and cancelled and no Initial Debentures shall be issued in
substitution therefor.
 (k)
    
    In addition to the requirements of Section 2.4(j) in respect of a Change of Control, the
following provisions shall apply in respect of the occurrence of a Cash Change of Control:
 (i)
    
    In the event of the occurrence of a Cash Change of Control, then subject to
regulatory approval, during the period (the Cash Change of Control Conversion Period)
beginning 10 trading days before the anticipated effective date of the Change of
Control (the Effective Date) and ending on the date that is 30 days after the Change
of Control Notice and Change of Control Purchase Offer are delivered or mailed to
holders of Initial Debentures in accordance with Section 2.4(j), holders of Initial
Debentures will be entitled to convert their Initial Debentures, in whole or in part,
and receive, in addition to the number of Common Shares (or cash or other property or
securities in substitution therefor) that such holders are entitled to receive upon
such conversion in accordance with the provisions and conditions of Section 2.4(f),
2.4(k)(v) and (vi) and Article 6, an additional number of Common Shares (or cash or
other property or securities in substitution therefor) per $1,000 principal amount of
Initial Debentures converted as set forth below (the Make Whole Premium).
 (ii)
    
    The number of additional Common Shares per $1,000 principal amount of Initial
Debentures constituting the Make Whole Premium (the Make Whole Premium Shares) shall
be determined by reference to the table following subsection (iii) below, based on the
Effective Date and the price (the Stock Price) paid per Common Share in the
transaction constituting the Change of Control. If holders of Common Shares receive
only cash in the transaction constituting the Change of Control, the Stock Price shall
be the cash amount paid per Common Share. Otherwise, the Stock Price shall be equal to
the Current Market Price of the Common Shares immediately preceding the Effective Date;
provided that for the purposes of this Section 2.4(k)(ii) and the determination of
Current Market Price, the applicable period shall be calculated based on the 5
consecutive trading days ending 5 trading days preceding the applicable date.
Notwithstanding the foregoing, in no circumstances can the effective Conversion Price
(calculated by dividing $1,000 by the number of Common Shares issuable upon conversion,
including the maximum number of Make Whole Premium Shares hereunder) be less than the
maximum permitted discounted price permitted by the Toronto Stock Exchange at the time
of announcement of the Offering ($1.99), prior to any adjustments that may be made to
the Stock Price to correspond to an adjustment to the Conversion Price under this
Indenture.
 (iii)
    
    The following table shows the number of Make Whole Premium Shares for each
hypothetical Stock Price and Effective Date set forth below, expressed as additional
Common Shares per $1,000 principal amount of Debentures. For the avoidance of doubt,
the Corporation shall not be obliged to pay the Make Whole Premium otherwise than by
issuance of Common Shares upon conversion of the Initial Debentures in accordance with
the provisions and conditions of Section 2.4(f) and Article 6. If the Stock Price or
Effective Date are not set forth on the table then: (i) if the actual Stock Price on
the Effective Date is between two Stock Prices on the table or the Effective Date is
between two Effective Dates on the table, the number of Make Whole Premium Shares will
be determined by a straight-line interpolation between the amounts set forth for the
two Stock Prices and the two Effective Dates on the table based on a 365-day year, as
applicable, (ii) if the Stock Price on the Effective Date exceeds $10.00 per Common
Share, subject to adjustment as set forth herein, the number of Make Whole Premium
Shares to be issued will be zero, and (iii) if the Stock Price on the Effective Date is
less than $2.42 per Common Share, subject to adjustment as set forth herein, the number
of Make Whole Premium Shares to be issued will be zero.
  17




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Make Whole Premium Upon a Cash Change of Control
(Number of Additional Common Shares per $1,000 Debentures)
 Stock Price
 EffectiveDate
    
    $2.42
    
    
    $2.60
    
    
    $2.75
    
    
    $3.00
    
    
    $3.50
    
    
    $4.00
    
    
    $5.00
    
    
    $6.00
    
    
    $8.00
    
    
    $10.0006/09/11
    
    
    115.6041
    
    
    
    115.6041
    
    
    
    115.6041
    
    
    
    88.4167
    
    
    
    67.5283
    
    
    
    53.5930
    
    
    
    36.6593
    
    
    
    27.3998
    
    
    
    18.0363
    
    
    
    13.515106/30/12
    
    
    115.6041
    
    
    
    103.6951
    
    
    
    92.5224
    
    
    
    77.6250
    
    
    
    56.0238
    
    
    
    42.1506
    
    
    
    26.2394
    
    
    
    18.3551
    
    
    
    11.2884
    
    
    
    8.287806/30/13
    
    
    115.6041
    
    
    
    94.7031
    
    
    
    82.2303
    
    
    
    65.8308
    
    
    
    42.3989
    
    
    
    28.1568
    
    
    
    13.5129
    
    
    
    7.7220
    
    
    
    3.9503
    
    
    
    2.830206/30/14
    
    
    115.6041
    
    
    
    90.7485
    
    
    
    76.2190
    
    
    
    56.6779
    
    
    
    27.0782
    
    
    
    9.6261
    
    
    
    0.3011
    
    
    
    
    
    
    
    
    
    
    
    06/30/15
    
    
    115.6041
    
    
    
    89.8473
    
    
    
    74.6060
    
    
    
    54.2371
    
    
    
    25.2602
    
    
    
    8.8335
    
    
    
    0.2744
    
    
    
    
    
    
    
    
    
    
    
    06/30/16
    
    
    115.6041
    
    
    
    86.9288
    
    
    
    65.9534
    
    
    
    35.6557
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 (iv)
    
    The Stock Prices set forth in the table above will be adjusted as of any date
on which the Conversion Price of the Initial Debentures is adjusted. The adjusted Stock
Prices will equal the Stock Prices applicable immediately preceding such adjustment
multiplied by a fraction, the denominator of which is the Conversion Price immediately
preceding the adjustment giving rise to the Stock Price adjustment and the numerator of
which is the Conversion Price as so adjusted. The number of additional Make Whole
Premium Shares set forth in the table above will be adjusted in the same manner as the
Conversion Price as set forth in Section 6.5, other than as a result of an adjustment
of the Conversion Price by adding the Make Whole Premium as described above.
 (v)
    
    Notwithstanding the foregoing, if the Date of Conversion of any Initial
Debentures occurs during the period beginning on the 10th trading day prior to the
Effective Date and ending at the close of business on the Effective Date, the holders
of such Initial Debentures shall, on conversion of their Initial Debentures, only be
entitled to receive that number of Make Whole Premium Shares (as may be adjusted
pursuant to Section 6.5) on the Business Day immediately following the Effective Date
and, for greater certainty, only if the Change of Control occurs.
 (vi)
    
    The Make Whole Premium Shares shall be deemed to have been issued upon
conversion of Initial Debentures on the Business Day immediately following the
Effective Date. Section 6.5 shall apply to such conversion and, for greater certainty,
the former holders of Initial Debentures in respect of which the Make Whole Premium
Shares are issuable shall be entitled to receive and shall accept, in lieu of the Make
Whole Premium Shares, the number of shares or other securities or cash or other
property of the Corporation or of the Person or other entity resulting from the
transaction that constitutes the Cash Change of Control that such holders would have
been entitled to receive if such holders had been the registered holders of the
applicable number of Make Whole Premium Shares on the Effective Date.
 (vii)
    
    Except as otherwise provided in this Section 2.4(k), all other provisions of
this Indenture applicable to a conversion of Initial Debentures shall apply to a
conversion of Initial Debentures during the Cash Change of Control Conversion Period.
 (l)
    
    The Trustee shall be provided with the documents and instruments referred to in Sections
2.5(b), 2.5(c) and 2.5(d) with respect to the Initial Debentures prior to the issuance of the
Initial Debentures.
 (m)
    
    Notwithstanding Section 2.4(f) and subject to Applicable Securities Legislation, upon the
conversion of the Initial Debentures by a holder thereof in accordance with Article 6, in lieu
of delivering Common Shares, the Corporation may elect to pay the holder cash at the option of
the Corporation (the Cash Conversion Option). If the Corporation elects the Cash Conversion
Option:
 (i)
    
    it will notify the Trustee in accordance with Article 14:
 (A)
    
    for conversions that occur on or after the 12th trading day
prior to the Maturity Date, by notice to all registered holders of Initial
Debentures delivered prior to such trading day (which will apply to all such
conversions of Initial Debentures); and
 (B)
    
    in all other cases, on the business day immediately following
the related Date of Conversion;
  18




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(ii)
    
    the Corporation shall pay cash to the converting holder of Initial Debentures
in an amount equal to the sum of the Daily Conversion Values for each of the 10
consecutive trading days during the related Observation Period;
 (iii)
    
    the Corporation shall pay the cash to the Trustee, on behalf of the converting
holder of the Initial Debentures, no later than the third Business Day following the
last day of the related Observation Period;
 (iv)
    
    such election by the Corporation of the Cash Conversion Option in respect of
the converting holder of Initial Debentures shall be irrevocable; and
 (v)
    
    if the notice of the Corporations election of the Cash Conversion Option has
not been delivered in accordance with Section 2.4(m)(i), the Corporation will no longer
have the right to elect the Cash Conversion Option and the Corporation will satisfy its
obligations under Article 6 through the delivery of Common Shares in accordance with
Article 6 of the Indenture.
  2.5 Certification and Delivery of Additional Debentures
  (a)
    
    an Officers Certificate and/or executed supplemental indenture by or pursuant to which the
form and terms of such Additional Debentures were established;
 (b)
    
    a Written Direction of the Corporation requesting certification and delivery of such
Additional Debentures and setting forth delivery instructions, provided that, with respect to
Debentures of a series subject to a Periodic Offering:
 (i)
    
    such Written Direction of the Corporation may be delivered by the Corporation
to the Trustee prior to the delivery to the Trustee of such Additional Debentures of
such series for certification and delivery;
 (ii)
    
    the Trustee shall certify and deliver Additional Debentures of such series for
original issue from time to time, in an aggregate principal amount not exceeding the
aggregate principal amount, if any, established for such series, pursuant to a Written
Direction of the Corporation or pursuant to procedures acceptable to the Trustee as may
be specified from time to time by a Written Direction of the Corporation;
  19




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(iii)
    
    the maturity date or dates, issue date or dates, interest rate or rates (if
any) and any other terms of Additional Debentures of such series shall be determined by
an executed supplemental indenture or by Written Direction of the Corporation or
pursuant to such procedures; and
 (iv)
    
    if provided for in such procedures, such Written Direction of the Corporation
may authorize certification and delivery pursuant to oral or electronic instructions
from the Corporation which oral or electronic instructions shall be promptly confirmed
in writing;
 (c)
    
    an opinion of Counsel, in form and substance satisfactory to the Trustee, acting reasonably,
to the effect that all requirements imposed by this Indenture and by law in connection with
the proposed issue of Additional Debentures have been complied with, subject to the delivery
of certain documents or instruments specified in such opinion; and
 (d)
    
    an Officers Certificate (which Officers Certificate shall be in such form that satisfies
all applicable laws) certifying that the Corporation is not in default under this Indenture,
that the terms and conditions for the certification and delivery of Additional Debentures
(including those set forth in Section 15.5), have been complied with subject to the delivery
of any documents or instruments specified in such Officers Certificate and that no Event of
Default exists or will exist upon such certification and delivery.
 2.6 Issue of Global Debentures
 (a)
    
    The Corporation may specify that the Debentures of a series are to be issued in whole or in
part as one or more Global Debentures registered in the name of a Depository, or its nominee,
designated by the Corporation in the Written Direction of the Corporation delivered to the
Trustee at the time of issue of such Debentures, and in such event the Corporation shall
execute and the Trustee shall certify and deliver one or more Global Debentures that shall:
 (i)
    
    represent an aggregate amount equal to the principal amount of the outstanding
Debentures of such series to be represented by one or more Global Debentures;
 (ii)
    
    be delivered by the Trustee to such Depository or pursuant to such Depositorys
instructions; and
  UNLESS THIS DEBENTURE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING
AND DEPOSITORY SERVICES INC. (CDS) TO IVANHOE ENERGY INC. OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY DEBENTURE 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 DEBENTURE HEREIN AND IT IS A VIOLATION OF ITS
RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS DEBENTURE.
 TRANSFERS OF THIS DEBENTURE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART,
TO NOMINEES OF CDS & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSORS NOMINEE.
 (b)
    
    Each Depository designated for a Global Debenture must, at the time of its designation and at
all times while it serves as such Depository, be a clearing agency registered or designated
under the securities legislation of the jurisdiction where the Depository has its principal
offices.
  20




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##### 



2.7 Execution of Debentures
  2.8 Certification
   2.9 Interim Debentures or Certificates
  2.10 Mutilation, Loss, Theft or Destruction
   21




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##### 



2.11 Concerning Interest
 (a)
    
    All Debentures issued hereunder, whether originally or upon exchange or in substitution for
previously issued Debentures which are interest bearing, shall bear interest (i) from and
including their issue date, or (ii) from and including the last Interest Payment Date to which
interest shall have been paid or made available for payment on the outstanding Debentures of
that series, whichever shall be the later, or, in respect of Debentures subject to a Periodic
Offering, from and including their issue date or from and including the last Interest Payment
Date to which interest shall have been paid or made available for payment on such Debentures,
in all cases, to and excluding the next Interest Payment Date.
 (b)
    
    Unless otherwise specifically provided in the terms of the Debentures of any series, interest
for any period shall be computed on the basis of a year of 365 days and the actual number of
days elapsed in such period. With respect to any series of Debentures, for the purposes
disclosure under the Interest Act(Canada), 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 such calendar year of calculation and dividing it by the number of days in
the deemed year.
 2.12 Debentures to Rank Pari Passu
  2.13 Payments of Amounts Due on Maturity
   22




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##### 



2.14 U.S. Legend on the Debentures
 (a)
    
    The Debentures and the Common Shares issuable upon conversion thereof have not been and will
not be registered under the 1933 Act. All Initial Debentures originally issued and sold in the
United States in reliance on an exemption from registration under Rule 144A under the 1933 Act
shall bear the following legend (the U.S. Legend):
  2.15 Payment of Interest
  (a)
    
    As interest becomes due on each Debenture (except, subject to certain exceptions set forth
herein including in Section 2.4(b), on conversion or on redemption, when interest may at the
option of the Corporation be paid upon surrender of such Debenture), the Corporation, 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 (less any tax required to be withheld therefrom) to the
order of the registered holder of such Debenture appearing on the registers maintained by the
Trustee at the close of business on the fifth Business Day prior to the applicable Interest
Payment Date and addressed to the holder at the holders last address appearing on the
register, unless such holder otherwise directs. If payment is made by cheque, such cheque
shall be forwarded at least three days prior to each date on which interest becomes due 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 date such interest on such Debenture becomes due. 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 tax withheld as aforesaid, satisfy and discharge all liability for interest on
such Debenture, 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 Corporation will 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 Corporation is prevented by circumstances beyond its
control (including, without limitation, any interruption in mail service) from making payment
of any interest due on each Debenture in the manner provided above, the Corporation 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.
 (b)
    
    All payments of interest on the Global Debenture shall be made by electronic funds transfer
or certified cheque made payable to the Depository or its nominee on the day interest is
payable for subsequent payment to Beneficial Holders of the applicable Global Debenture,
unless the Corporation and the Depository otherwise agree. None of the Corporation, the
Trustee or any agent of the Trustee for any Debenture issued as a Global Debenture will be
liable or responsible to any person for any aspect of the
records related to or payments made on account of beneficial interests in any Global
Debenture or for maintaining, reviewing, or supervising any records relating to such
beneficial interests.
  23




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ARTICLE 3
REGISTRATION, TRANSFER, EXCHANGE AND OWNERSHIP
 3.1 Definitive Debentures
 (a)
    
    With respect to each series of Debentures issuable as Definitive Debentures, the Corporation
shall cause to be kept by and at the principal office of the Trustee in Calgary, Alberta and
Toronto, Ontario and by the Trustee or such other registrar as the Corporation, with the
approval of the Trustee, may appoint at such other place or places, if any, as may be
specified in the Debentures of such series or as the Corporation may designate with the
approval of the Trustee, a register in which shall be entered the names and addresses of the
holders of Definitive Debentures and particulars of the Debentures held by them respectively
and of all transfers of Definitive Debentures. Such registration shall be noted on the
Debentures by the Trustee or other registrar unless a new Debenture shall be issued upon such
transfer.
 (b)
    
    No transfer of a Definitive Debenture shall be valid unless made on such register referred to
in Section 3.1(a) by the registered 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
Debentures together with a duly executed form of transfer acceptable to the Trustee and upon
compliance with such other reasonable requirements as the Trustee or other registrar may
prescribe, or unless the name of the transferee shall have been noted on the Debenture by the
Trustee or other registrar. Subject to the foregoing, the provisions of Section 3.2(e) shall
apply to the transfer and exchange of Definitive Debentures.
 3.2 Global Debentures
 (a)
    
    With respect to each series of Debentures issuable in whole or in part as one or more Global
Debentures, the Corporation shall cause to be kept by and at the principal offices of the
Trustee in Calgary, Alberta and Toronto, Ontario and by the Trustee or such other registrar as
the Corporation, with the approval of the Trustee, may appoint at such other place or places,
if any, as the Corporation 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 Debenture (being the
Depository, or its nominee, for such Global Debenture) as holder thereof and particulars of
the Global Debenture held by it, and of all transfers thereof.
 (b)
    
    Notwithstanding any other provision of this Indenture, a Global Debenture may not be
transferred by the registered holder thereof and accordingly, no definitive certificates shall
be issued to Beneficial Holders except in the following circumstances or as otherwise
specified in a resolution of the Trustee, a resolution of the Board of Directors, Officers
Certificate or supplemental indenture relating to a particular series of Additional
Debentures:
 (i)
    
    Global Debentures may be transferred 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;
 (ii)
    
    Global Debentures may be transferred at any time after the Depository for such
Global Debentures (i) has notified the Trustee, or the Corporation has notified the
Trustee, that it is unwilling or unable to continue as Depository for such Global
Debentures, or (ii) ceases to be eligible to be a Depository under Section 2.6(b),
provided that at the time of such transfer the Corporation has not appointed a
successor Depository for such Global Debentures;
 (iii)
    
    Global Debentures may be transferred at any time after the Corporation has
determined, in its sole discretion, to terminate the book-entry only registration
system in respect of such Global Debentures and has communicated such determination to
the Trustee in writing;
  24




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(iv)
    
    Global Debentures may be transferred at any time after the Trustee has
determined that an Event of Default has occurred and is continuing with respect to the
Debentures of the series issued as a Global Debenture, provided that Beneficial Holders
representing, in the aggregate, not less than 25% of the aggregate principal amount of
the Debentures of such series advise the Depository in writing, through the Depository
Participants, that the continuation of the book-entry only registration system for such
series of Debentures is no longer in their best interest and also provided that at the
time of such transfer the Trustee has not waived the Event of Default pursuant to
Section 8.3;(v)
    
    Global Debentures may be transferred if required by applicable law; or
 (vi)
    
    Global Debentures may be transferred if the book-entry only registration system
ceases to exist.
 (c)
    
    With respect to the Global Debentures, unless and until definitive certificates have been
issued to Beneficial Holders pursuant to subsection 3.2(b):
 (i)
    
    the Corporation and the Trustee may deal with the Depository for all purposes
(including paying interest on the Debentures) as the sole holder of such series of
Debentures and the authorized representative of the Beneficial Holders;
 (ii)
    
    the rights of the Beneficial Holders shall be exercised only through the
Depository and shall be limited to those established by law and agreements between such
Beneficial Holders and the Depository or the Depository Participants;
 (iii)
    
    the Depository will make book-entry transfers among the Depository
Participants; and
 (iv)
    
    whenever this Indenture requires or permits actions to be taken based upon
instruction or directions of Debentureholders evidencing a specified percentage of the
outstanding Debentures, the Depository shall be deemed to be counted in that percentage
only to the extent that it has received instructions to such effect from the Beneficial
Holders or the Depository Participant, and has delivered such instructions to the
Trustee.
 (d)
    
    Whenever a notice or other communication is required to be provided to Debentureholders,
unless and until definitive certificate(s) have been issued to Beneficial Holders pursuant to
this Section 3.2, the Trustee shall provide all such notices and communications to the
Depository and the Depository shall deliver such notices and communications to such Beneficial
Holders in accordance with Applicable Securities Legislation. Upon the termination of the
book-entry only registration system on the occurrence of one of the conditions specified in
Section 3.2(b) with respect to a series of Debentures issued hereunder, the Trustee shall
notify all applicable Depositary Participants and Beneficial Holders, through the Depository,
of the availability of definitive Debenture certificates. Upon surrender by the Depository of
the certificate(s) representing the Global Debentures and receipt of new registration
instructions from the Depository, the Trustee shall deliver the definitive Debenture
certificates for such Debentures to the holders thereof in accordance with the new
registration instructions and thereafter, the registration and transfer of such Debentures
will be governed by Section 3.1 and the remaining Sections of this Article 3, provided that
any Definitive Debentures that are issued in exchange for a Restricted Global Debenture shall
bear the U.S. Legend.
 (e)
    
    Notwithstanding any other provisions of this Indenture or the Debentures, transfers and
exchanges of Definitive Debentures and beneficial interests in Global Debentures shall be made
in accordance with this subsection 3.2(e).
 (i)
    
    Transfer of Beneficial Interests in the Same Global Debenture. Except as may be
required by the Trustee or the Depository, no written orders or instructions shall be
required to be delivered to the Trustee to effect a transfer of a beneficial interest
in a Global Debenture to Persons who take delivery thereof in the form of a beneficial
interest in the same Global Debenture.
  25




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(ii)
    
    Transfer and Exchange of Beneficial Interests in a Restricted Global Debenture
for Beneficial Interests in an Unrestricted Global Debenture.A beneficial interest in
a Restricted Global Debenture may be exchanged by any holder thereof for a beneficial
interest in an Unrestricted Global Debenture or transferred to a Person who takes
delivery thereof in the form of a beneficial interest in an Unrestricted Global
Debenture if the Trustee receives the following:
 (A)
    
    if the holder of such beneficial interest in a Restricted
Global Debenture proposes to exchange such beneficial interest for a
beneficial interest in an Unrestricted Global Debenture, a certificate from
such holder in the form of Schedule F hereto, including the certifications in
item (1)(a) thereof; or
 (B)
    
    if the holder of such beneficial interest in a Restricted
Global Debenture proposes to transfer such beneficial interest to a Person who
shall take delivery thereof in the form of a beneficial interest in an
Unrestricted Global Debenture, a certificate from such holder in the form of
Schedule E hereto, including the certifications in items (2) or (3) thereof;
  (iii)
    
    Transfer and Exchange of Beneficial Interests in an Unrestricted Global
Debenture for Beneficial Interests in a Restricted Global Debenture.A beneficial
interest in an Unrestricted Global Debenture may be exchanged by any holder thereof for
a beneficial interest in a Restricted Global Debenture or transferred to a Person who
takes delivery thereof in the form of a beneficial interest in a Restricted Global
Debenture if the Trustee receives the following:
 (A)
    
    if the holder of such beneficial interest in an Unrestricted
Global Debenture
proposes to exchange such beneficial interest for a beneficial interest in a
Restricted Global Debenture, a certificate from such holder in the form of
Schedule F hereto, including the certifications in item (2) thereof; or
 (B)
    
    if the holder of such beneficial interest in an Unrestricted
Global Debenture
proposes to transfer such beneficial interest to a Person who shall take
delivery thereof in the form of a beneficial interest in a Restricted Global
Debenture, a certificate from such holder in the form of Schedule E hereto,
including the certifications in item (1) thereof.
 (iv)
    
    Transfer of Restricted Definitive Debenture for Restricted Definitive
Debenture.A Restricted Definitive Debenture may be transferred to a Person who takes
delivery thereof in the form of a Restricted Definitive Debenture if the Trustee
receives a certificate to the effect set forth in Schedule E hereto, including the
certifications in item (1) thereof.
 (v)
    
    Transfer and Exchange of Restricted Definitive Debentures for Unrestricted
Definitive Debentures.A Restricted Definitive Debenture may be exchanged by the holder
thereof for an Unrestricted Definitive Debenture or transferred to a Person who takes
delivery thereof in the form of an Unrestricted Definitive Debenture if the Trustee
receives the following:
 (A)
    
    if the holder of such Restricted Definitive Debenture proposes
to exchange such Debenture for an Unrestricted Definitive Debenture, a
certificate from such holder in the form of Schedule F hereto, including the
certifications in item (1)(b) thereof; or
 (B)
    
    if the holder of such Restricted Definitive Debenture proposes
to transfer such Debenture to a Person who shall take delivery thereof in the
form of an Unrestricted Definitive Debenture, a certificate from such holder in
the form of Schedule E hereto, including the certifications in item (2) or (3)
thereof;
and, in each such case set forth in this subsection 3.2(e)(v), if the Corporation
so requests, an opinion of counsel in form reasonably acceptable to the Corporation
to the effect that such transfer or exchange is in compliance with the 1933 Act.
  26




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3.3 Transferee Entitled to Registration
  3.4 No Notice of Trusts
  3.5 Registers Open for Inspection
  3.6 Exchanges of Debentures
 (a)
    
    Subject to Section 3.1, 3.2 and 3.7, Debentures in any authorized form or denomination, other
than Global Debentures, may be exchanged for Debentures in any other authorized form or
denomination, of the same series and date of maturity, bearing the same interest rate and of
the same aggregate principal amount as the Debentures so exchanged.
 (b)
    
    In respect of exchanges of Debentures permitted by Section 3.6(a), Debentures of any series
may be exchanged only at the principal offices of the Trustee in the cities of Calgary,
Alberta and Toronto, Ontario or at such other place or places, if any, as may be specified in
the Debentures of such series and at such other place or places as may from time to time be
designated by the Corporation with the approval of the Trustee. Any Debentures tendered for
exchange shall be surrendered to the Trustee. The Corporation shall execute and the Trustee
shall certify all Debentures necessary to carry out exchanges as aforesaid. All Debentures
surrendered for exchange shall be cancelled.
 (c)
    
    Debentures issued in exchange for Debentures which at the time of such issue have been
selected or called for redemption at a later date shall be deemed to have been selected or
called for redemption in the same manner and shall have noted thereon a statement to that
effect.
 3.7 Closing of Registers
  (i)
    
    make transfers or exchanges or convert any of Definitive Debentures on any
Interest Payment Date for such Debentures or during the five preceding Business Days;
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(ii)
    
    make transfers or exchanges of, or convert any Debentures on the day of any
selection by the Trustee of Debentures to be redeemed or during the five preceding
Business Days; or
 (iii)
    
    make exchanges of any Debentures which will have been selected or called for
redemption unless upon due presentation thereof for redemption such Debentures shall
not be redeemed.
 (b)
    
    Subject to any restriction herein provided, the Corporation with the approval of the Trustee
may at any time close any register for any series of Debentures, other than those kept at the
principal offices of the Trustee in Calgary, Alberta and Toronto, Ontario, and transfer the
registration of any Debentures registered thereon to another register (which may be an
existing register) and thereafter such Debentures shall be deemed to be registered on such
other register. Notice of such transfer shall be given to the holders of such Debentures.
 3.8 Charges for Registration, Transfer and Exchange
  (a)
    
    for any exchange, registration, transfer or discharge from registration of any Debenture
applied for within a period of two months from the date of the first delivery of Debentures of
that series or, with respect to Debentures subject to a Periodic Offering, within a period of
two months from the date of delivery of any such Debenture;
 (b)
    
    for any exchange of any interim or temporary Debenture or interim certificate that has been
issued under Section 2.9 for a definitive Debenture;
 (c)
    
    for any exchange of a Global Debenture as contemplated in Section 3.2; or
 (d)
    
    for any exchange of any Debenture resulting from a partial redemption under Section 4.2.
 3.9 Ownership of Debentures
 (a)
    
    Unless otherwise required by law, the person in whose name any registered Debenture is
registered shall for all purposes of this Indenture be and be deemed to be the owner thereof
and payment of or on account of the principal of and premium, if any, on such Debenture and
interest thereon shall be made to such registered holder.
 (b)
    
    The registered holder for the time being of any registered Debenture shall be entitled to the
principal, premium, if any, and/or interest evidenced by such instruments, respectively, free
from all equities or rights of set-off or counterclaim between the Corporation and the
original or any intermediate holder thereof and all persons may act accordingly and the
receipt of any such registered holder for any such principal, premium or interest shall be a
good discharge to the Trustee, any registrar and to the Corporation for the same and none
shall be bound to inquire into the title of any such registered holder.
 (c)
    
    Where Debentures 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 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
Corporation.
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(d)
    
    In the case of the death of one or more joint holders of any Debenture 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 registered holders and the receipt of any such survivor or
survivors therefor shall be a valid discharge to the Trustee and any registrar and to the
Corporation.
 ARTICLE 4
REDEMPTION AND PURCHASE OF DEBENTURES
 4.1 Applicability of Article
   4.2 Partial Redemption
 pro
rata Debenture Debentures
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4.3 Notice of Redemption
 Redemption Notice Redemption Date
 (a)
    
    the distinguishing letters and numbers of the registered Debentures which are to be redeemed
(or of such thereof as are registered in the name of such Debentureholder);
 (b)
    
    in the case of a published notice, the distinguishing letters and numbers of the Debentures
which are to be redeemed or, if such Debentures are selected by terminal digit or other
similar system, such particulars as may be sufficient to identify the Debentures so selected;
 (c)
    
    in the case of a Global Debenture, that the redemption will take place in such manner as may
be agreed upon by the Depository, the Trustee and the Corporation; and
 (d)
    
    in all cases, the principal amounts of such Debentures or, if any such Debenture is to be
redeemed in part only, the principal amount of such part.
  4.4 Debentures Due on Redemption Dates
  4.5 Deposit of Redemption Monies or Common Shares
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4.6 Right to Repay Redemption Price in Common Shares
 (a)
    
    Subject to the receipt of any required regulatory approvals and the other provisions of this
Section 4.6, the Corporation may, at its option, in exchange for or in lieu of paying the
Redemption Price in money, elect to satisfy its obligation to pay all or any portion of the
Redemption Price by issuing and delivering to holders on the Redemption Date that number of
Freely Tradeable Common Shares obtained by dividing the Redemption Price (or applicable
portion thereof to be satisfied by the issuance and delivery of Freely Tradeable Common
Shares) by 95% of the then Current Market Price of the Common Shares (which will be calculated
based on the 20 consecutive trading days ending five days before the Redemption Date) (the
Common Share Redemption Right).
 (b)
    
    The Corporation shall exercise the Common Share Redemption Right by so specifying in the
Redemption Notice and shall also specify the aggregate principal amount of Debentures in
respect of which it is exercising the Common Share Redemption Right in such notice.
 (c)
    
    The Corporations right to exercise the Common Share Redemption Right shall be conditional
upon the following conditions being met on the Business Day preceding the Redemption Date:
 (i)
    
    the issuance of the Common Shares on the exercise of the Common Share
Redemption Right shall be made in accordance with Applicable Securities Legislation and
such Common Shares shall be issued as Freely Tradeable Common Shares;
 (ii)
    
    such additional Freely Tradeable Common Shares shall be listed on each stock
exchange on which the Common Shares are then listed, the Toronto Stock Exchange or
national securities exchange or quoted in an inter-dealer quotation system of any
registered national securities association;
 (iii)
    
    the Corporation shall be a reporting issuer in good standing under Applicable
Securities Legislation where the distribution of such Freely Tradeable Common Shares
occurs;(iv)
    
    no Event of Default shall have occurred and be continuing;
 (v)
    
    the Trustee shall have received an Officers Certificate stating that
conditions (i), (ii), (iii) and (iv) above have been satisfied and setting forth the
number of Common Shares to be delivered for each $1,000 principal amount of Debentures
and the Current Market Price of the Common Shares on the Redemption Date; and
 (vi)
    
    the Trustee shall have received an opinion of Counsel to the effect that such
Common Shares have been duly authorized and, when issued and delivered pursuant to the
terms of this Indenture in payment of the Redemption Price, will be validly issued as
fully paid and non-assessable, that conditions (i) and (ii) above have been satisfied
and that, relying exclusively on certificates of good standing issued by the relevant
securities authorities, condition (iii) above is satisfied, except that the opinion in
respect of condition (iii) need not be expressed with respect to those provinces where
certificates are not issued.
  (d)
    
    In the event that the Corporation duly exercises its Common Share Redemption Right, upon
presentation and surrender of the Debentures for payment on the Redemption Date, at any place
where a register is
maintained pursuant to Article 3 or any other place specified in the Redemption Notice, the
Corporation shall on or before 11:00 a.m. (Calgary time) on the Business Day immediately
prior to the Redemption Date make the delivery to the Trustee for delivery to and on account
of the holders, of certificates representing the Freely Tradeable Common Shares to which
such holders are entitled.
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(e)
    
    No fractional Freely Tradeable Common Shares shall be delivered upon the exercise of the
Common Share Redemption Right but, in lieu thereof, the Corporation shall pay to the Trustee
for the account of the holders, at the time contemplated in Section 4.6(d), the cash
equivalent thereof determined on the basis of the Current Market Price of the Common Shares on
the Redemption Date (less any tax required to be deducted, if any).
 (f)
    
    A holder shall be treated as the shareholder of record of the Freely Tradeable Common Shares
issued on due exercise by the Corporation of its Common Share Redemption Right effective
immediately after the close of business on the Redemption Date, and shall be entitled to all
substitutions therefor, all income earned thereon or accretions thereto and all dividends or
distributions (including distributions and dividends in kind) thereon and arising thereafter,
and in the event that the Trustee receives the same, it shall hold the same in trust for the
benefit of such holder.
 (g)
    
    The Corporation shall at all times reserve and keep available out of its authorized Common
Shares (if the number thereof is or becomes limited), solely for the purpose of issue and
delivery upon the exercise of the Corporations Common Share Redemption Right as provided
herein, and shall issue to Debentureholders to whom Freely Tradeable Common Shares will be
issued pursuant to exercise of the Common Share Redemption Right, such number of Freely
Tradeable Common Shares as shall be issuable in such event. All Freely Tradeable Common Shares
which shall be so issuable shall be duly and validly issued as fully paid and non-assessable.
 (h)
    
    The Corporation shall comply with all Applicable Securities Legislation regulating the issue
and delivery of Freely Tradeable Common Shares upon exercise of the Common Share Redemption
Right and shall cause to be listed and posted for trading such Common Shares on each stock
exchange on which the Common Shares are then listed.
 (i)
    
    The Corporation shall from time to time promptly pay, or make provision satisfactory to the
Trustee for the payment of, all taxes and charges which may be imposed by the laws of Canada
or any province thereof (except income tax, withholding tax or security transfer tax, if any)
which shall be payable with respect to the issuance or delivery of Freely Tradeable Common
Shares to holders upon exercise of the Common Share Redemption Right pursuant to the terms of
the Debentures and of this Indenture.
 (j)
    
    If the Corporation elects to satisfy its obligation to pay all or any portion of the
Redemption Price by issuing Freely Tradeable Common Shares in accordance with this Section 4.6
and if the Redemption Price (or any portion thereof) to which a holder is entitled is subject
to withholding taxes and the amount of the cash payment of the Redemption Price, if any, is
insufficient to satisfy such withholding taxes, the Trustee, on the Written Direction of the
Corporation but for the account of the holder, shall sell, through the investment banks,
brokers or dealers selected by the Corporation, out of the Freely Tradeable Common Shares
issued by the Corporation for this purpose, such number of Freely Tradeable Common Shares that
together with the cash payment of the Redemption Price, if any, is sufficient to yield net
proceeds (after payment of all costs) to cover the amount of taxes required to be withheld,
and shall remit same on behalf of the Corporation to the proper tax authorities within the
period of time prescribed for this purpose under applicable laws.
 (k)
    
    Each certificate representing Freely Tradeable Common Shares issued in payment of the
Redemption Price of Debentures bearing the U.S. Legend, as well as all certificates issued in
exchange for or in substitution of the foregoing securities, shall bear the U.S. Legend;
provided that if the Freely Tradeable Common Shares are being sold in compliance with the
requirements of Rule 904 of Regulation S, and provided that the Corporation is a foreign
issuer within the meaning of Regulation S at the time of sale, the U.S. Legend may be removed
by providing a declaration to the Trustee, as registrar and transfer agent for the
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4.7 Failure to Surrender Debentures Called for Redemption
  4.8 Cancellation of Debentures Redeemed
  4.9 Purchase of Debentures by the Corporation
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pro rata
 4.10 Right to Repay Principal Amount in Common Shares
 (a)
    
    Subject to the receipt of any required regulatory approvals and the other provisions of this
Section 4.10, the Corporation may, at its option, in exchange for or in lieu of repaying the
Debentures in money, elect to satisfy its obligation to repay the principal amount of all or
any portion of the principal amount of the Debentures outstanding by issuing and delivering to
holders on the Maturity Date of such Debentures that number of Freely Tradeable Common Shares
obtained by dividing the principal amount of the Debentures (or applicable portion thereof to
be satisfied by the issuance and delivery of Freely Tradeable Common Shares) together with all
accrued and unpaid interest thereon by 95% of the then Current Market Price of the Common
Shares (which will be calculated based on the 20 consecutive trading days ending five trading
days before the Maturity Date) (the Common Share Repayment Right); provided that all accrued
and unpaid interest thereon shall be payable to the holder in cash.
 (b)
    
    The Corporation shall exercise the Common Share Repayment Right by so specifying in the
Maturity Notice, which shall be delivered to the Trustee and the holders of Debentures not
more than 60 days and not less than 40 days prior to the Maturity Date, and which shall also
specify the aggregate principal amount of Debentures in respect of which it is exercising the
Common Share Repayment Right on the Maturity Date.
 (c)
    
    The Corporations right to exercise the Common Share Repayment Right shall be conditional
upon the following conditions being met on the Business Day preceding the Maturity Date:
 (i)
    
    the issuance of the Common Shares on the exercise of the Common Share Repayment
Right shall be made in accordance with Applicable Securities Legislation and such
Common Shares shall be issued as Freely Tradeable Common Shares;
 (ii)
    
    such additional Freely Tradeable Common Shares shall be listed on each stock
exchange on which the Common Shares are then listed, the Toronto Stock Exchange or a
national securities exchange or quoted in an inter-dealer quotation system of any
registered national securities association;
 (iii)
    
    the Corporation shall be a reporting issuer in good standing under Applicable
Securities Legislation where the distribution of such Freely Tradeable Common Shares
occurs;(iv)
    
    no Event of Default shall have occurred and be continuing;
 (v)
    
    the Trustee shall have received an Officers Certificate stating that
conditions (i), (ii). (iii) and (iv) above have been satisfied and setting forth the
number of Common Shares to be delivered for each $1,000 principal amount of Debentures
and the Current Market Price of the Common Shares on the Maturity Date; and
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(vi)
    
    the Trustee shall have received an opinion of Counsel to the effect that such
Common Shares have been duly authorized and, when issued and delivered pursuant to the
terms of this Indenture in payment of the principal amount of the Debentures
outstanding will be validly issued as fully paid and non-assessable, that conditions
(i) and (ii) above have been satisfied and that, relying exclusively on certificates of
good standing issued by the relevant securities authorities, condition (iii) above is
satisfied, except that the opinion in respect of condition (iii) need not be expressed
with respect to those provinces where certificates are not issued.
  (d)
    
    In the event that the Corporation duly exercises its Common Share Repayment Right, upon
presentation and surrender of the Debentures for payment on the Maturity Date, at any place
where a register is maintained pursuant to Article 3 or any other place specified in the
Maturity Notice, the Corporation shall on or before 11:00 a.m. (Calgary time) on the Business
Day immediately prior to the Maturity Date make the delivery to the Trustee for delivery to
and on account of the holders, of certificates representing the Freely Tradeable Common Shares
to which such holders are entitled. The Corporation 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 the Common Share Repayment Right. Every such deposit shall be irrevocable.
From the certificates so deposited in addition to amounts payable by the Trustee pursuant to
Section 2.13, the Trustee shall pay or cause to be paid, to the holders of such Debentures,
upon surrender of such Debentures, the principal amount of and premium (if any) on the
Debentures to which they are respectively entitled on maturity and deliver to such holders the
certificates to which such holders are entitled. The delivery of such certificates to the
Trustee will satisfy and discharge the liability of the Corporation for the Debentures to
which the delivery of certificates relates to the extent of the amount delivered (plus the
amount of any certificates sold to pay applicable taxes in accordance with this Section 4.10)
and such Debentures will thereafter to that extent not be considered as outstanding under this
Indenture and such holder will have no other right in regard thereto other than to receive out
of the certificates so delivered, the certificate(s) to which it is entitled.
 (e)
    
    No fractional Freely Tradeable Common Shares shall be delivered upon the exercise of the
Common Share Repayment Right but, in lieu thereof, the Corporation shall pay to the Trustee
for the account of the holders, at the time contemplated in Section 4.10(d), the cash
equivalent thereof determined on the basis of the Current Market Price of the Common Shares on
the Maturity Date (less any tax required to be deducted, if any).
 (f)
    
    A holder shall be treated as the shareholder of record of the Freely Tradeable Common Shares
issued on due exercise by the Corporation of its Common Share Repayment Right effective
immediately after the close of business on the Maturity Date, and shall be entitled to all
substitutions therefor, all income earned thereon or accretions thereto and all dividends or
distributions (including distributions and dividends in kind) thereon and arising thereafter,
and in the event that the Trustee receives the same, it shall hold the same in trust for the
benefit of such holder.
 (g)
    
    The Corporation shall at all times reserve and keep available out of its authorized Common
Shares (if the number thereof is or becomes limited), solely for the purpose of issue and
delivery upon the exercise of the Corporations Common Share Repayment Right as provided
herein, and shall issue to Debentureholders to whom Freely Tradeable Common Shares will be
issued pursuant to exercise of the Common Share Repayment Right, such number of Freely
Tradeable Common Shares as shall be issuable in such event. All
Freely Tradeable Common Shares which shall be so issuable shall be duly and validly issued
as fully paid and non-assessable.
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(h)
    
    The Corporation shall comply with all Applicable Securities Legislation regulating the issue
and delivery of Freely Tradeable Common Shares upon exercise of the Common Share Repayment
Right and shall cause to be listed and posted for trading such Freely Tradeable Common Shares
on each stock exchange on which the Common Shares are then listed.
 (i)
    
    The Corporation shall from time to time promptly pay, or make provision satisfactory to the
Trustee for the payment of, all taxes and charges which may be imposed by the laws of Canada
or any province thereof (except income tax, withholding tax or security transfer tax, if any)
which shall be payable with respect to the issuance or delivery of Freely Tradeable Common
Shares to holders upon exercise of the Common Share Repayment Right pursuant to the terms of
the Debentures and of this Indenture.
 (j)
    
    If the Corporation elects to satisfy its obligation to pay all or any portion of the
principal amount of Debentures due on maturity together with all accrued and unpaid interest
thereon by issuing Freely Tradeable Common Shares in accordance with this Section 4.10 and if
the amount (or any portion thereof) to which a holder is entitled is subject to withholding
taxes and the amount of the cash payment of the amount due on maturity, if any, is
insufficient to satisfy such withholding taxes, the Trustee, on the Written Direction of the
Corporation but for the account of the holder, shall sell, through the investment banks,
brokers or dealers selected by the Corporation, out of the Freely Tradeable Common Shares
issued by the Corporation for this purpose, such number of Freely Tradeable Common Shares that
together with the cash component of the amount due on maturity is sufficient to yield net
proceeds (after payment of all costs) to cover the amount of taxes required to be withheld,
and shall remit same on behalf of the Corporation to the proper tax authorities within the
period of time prescribed for this purpose under applicable laws.
 (k)
    
    Each certificate representing Freely Tradeable Common Shares issued in payment of the
Debentures bearing the U.S. Legend, as well as all certificates issued in exchange for or in
substitution of the foregoing securities, shall bear the U.S. Legend; provided that if the
Freely Tradeable Common Shares are being sold in compliance with the requirements of Rule 904
of Regulation S, and provided that the Corporation is a foreign issuer within the meaning of
Regulation S at the time of sale, the U.S. Legend may be removed by providing a declaration to
the Trustee, as registrar and transfer agent for the Common Shares, substantially as set forth
in Schedule E hereto (or as the Corporation or the Trustee may prescribe from time to time),
together with any other evidence reasonably requested by the Corporation or Trustee, which
evidence may include an opinion of counsel of recognized standing, in form and substance
reasonably satisfactory to the Corporation or the Trustee, to the effect that the U.S. Legend
is no longer required pursuant to the requirements of the 1933 Act or applicable state
securities laws; and provided further that, if any such securities are being sold within the
United States in accordance with Rule 144 under the 1933 Act, the U.S. Legend may be removed
by delivery to the Trustee, as registrar and transfer agent for the Common Shares, of an
opinion of counsel, of recognized standing, that the U.S. Legend is no longer required under
applicable requirements of the 1933 Act or applicable state securities laws. Provided that the
Trustee obtains confirmation from the Corporation that such counsel is satisfactory to it, it
shall be entitled to rely on such opinion of counsel without further inquiry.
 ARTICLE 5
SUBORDINATION OF DEBENTURES
 5.1 Applicability of Article
 Debenture Liabilities
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5.2 Order of Payment
  (a)
    
    all Senior Indebtedness shall first be paid in full, or provision made for such payment,
before any payment is made on account of Debenture Liabilities;
 (b)
    
    any payment or distribution of assets of the Corporation, whether in cash, property or
securities, to which the holders of the Debentures or the Trustee on behalf of such holders
would be entitled except for the provisions of this Article 5, shall be paid or delivered by
the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other
liquidating agent making such payment or distribution, directly to the holders of Senior
Indebtedness or their representative or representatives, or to the trustee or trustees under
any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness may
have been issued, to the extent necessary to pay all Senior Indebtedness in full after giving
effect to any concurrent payment or distribution, or provision therefor, to the holders of
such Senior Indebtedness; and
 (c)
    
    the Senior Creditors or a receiver or a receiver-manager of the Corporation or of all or part
of its assets or any other enforcement agent may sell, mortgage, or otherwise dispose of the
Corporations assets in whole or in part, free and clear of all Debenture Liabilities and
without the approval of the Debentureholders or the Trustee or any requirement to account to
the Trustee or the Debentureholders.
  (i)
    
    whether or not the Senior Indebtedness is secured;
 (ii)
    
    the time, sequence or order of creating, granting, executing, delivering of, or
registering, perfecting or failing to register or perfect any security notice, caveat,
financing statement or other notice in respect of the Senior Security;
 (iii)
    
    the time or order of the attachment, perfection or crystallization of any
security constituted by the Senior Security;
 (iv)
    
    the taking of any collection, enforcement or realization proceedings pursuant
to the Senior Security;
 (v)
    
    the date of obtaining of any judgment or order of any bankruptcy court or any
court administering bankruptcy, insolvency or similar proceedings as to the entitlement
of the Senior Creditors, or any of them or the Debentureholders or any of them to any
money or property of the Corporation;
 (vi)
    
    the failure to exercise any power or remedy reserved to the Senior Creditors
under the Senior Security or to insist upon a strict compliance with any terms thereof;
 (vii)
    
    whether any Senior Security is now perfected, hereafter ceases to be
perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise
set aside, invalidated or lapses;(viii)
    
    the date of giving or failing to give notice to or making demand upon the Corporation; or(ix)
    
    any other matter whatsoever.
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5.3 Subrogation to Rights of Holders of Senior Indebtedness
   5.4 Obligation to Pay Not Impaired
  5.5 No Payment if Senior Indebtedness in Default
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5.6 Payment on Debentures Permitted
  5.7 Confirmation of Subordination
  5.8 Knowledge of Trustee
  5.9 Trustee May Hold Senior Indebtedness
  5.10 Rights of Holders of Senior Indebtedness Not Impaired
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5.11 Altering the Senior Indebtedness
  5.12 Additional Indebtedness
  5.13 Right of Debentureholder to Convert Not Impaired
  5.14 Invalidated Payments
  5.15 Contesting Security
  ARTICLE 6
CONVERSION OF DEBENTURES
 6.1 Applicability of Article
   6.2 Notice of Expiry of Conversion Privilege
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6.3 Revival of Right to Convert
  6.4 Manner of Exercise of Right to Convert
 (a)
    
    The holder of a Debenture desiring to convert such Debenture in whole or in part into Common
Shares shall surrender such Debenture to the Trustee at either of its principal offices in the
City of Calgary, Alberta or the City of Toronto, Ontario together with the conversion notice
attached hereto as Schedule D or any other written notice in a form satisfactory to the
Trustee, in either case duly executed by the holder or his executors or administrators or
other legal representatives or his or their attorney duly appointed by an instrument in
writing in form and executed in a manner satisfactory to the Trustee, exercising his right to
convert such Debenture in accordance with the provisions of this Article; provided that with
respect to a Global Debenture, the obligation to surrender a Debenture to the Trustee shall be
satisfied if the Trustee makes notation on the Global Debenture of the principal amount
thereof so converted and the Trustee is provided with all other documentation which it may
request. Thereupon such Debentureholder or, subject to payment of all applicable stamp or
security transfer taxes or other governmental charges and compliance with all reasonable
requirements of the Trustee, his nominee(s) or assignee(s) shall be entitled to be entered in
the books of the Corporation as at the Date of Conversion (or such later date as is specified
in Section 6.4(b)) as the holder of the number of Common Shares into which such Debenture is
convertible in accordance with the provisions of this Article and, as soon as practicable
thereafter, the Corporation shall deliver to such Debentureholder or, subject as aforesaid,
his nominee(s) or assignee(s), a certificate or certificates for such Common Shares and make
or cause to be made any payment of interest to which such holder is entitled in accordance
with Section 6.4(e) hereof.
 (b)
    
    For the purposes of this Article, a Debenture shall be deemed to be surrendered for
conversion on the date (herein called the Date of Conversion) on which it is so surrendered
when the register of the Trustee is open and in accordance with the provisions of this Article
or, in the case of a Global Debenture which the Trustee received notice of and all necessary
documentation in respect of the exercise of the conversion rights and, in the case of a
Debenture so surrendered by post or other means of transmission, on the date on which it is
received by the Trustee at one of its offices specified in Section 6.4(a); provided that if a
Debenture is surrendered for conversion on a day on which the register of Common Shares is
closed, the person or persons entitled to receive Common Shares shall become the holder or
holders of record of such Common Shares as at the date on which such registers are next
reopened.
 (c)
    
    Any part, being $1,000 or an integral multiple thereof, of a Debenture in a denomination in
excess of $1,000 may be converted as provided in this Article and all references in this
Indenture to conversion of Debentures shall be deemed to include conversion of such parts.
 (d)
    
    The holder of any Debenture of which only a part is converted shall, upon the exercise of his
right of conversion surrender such Debenture to the Trustee in accordance with Section 6.4(a),
and the Trustee shall cancel the same and shall without charge forthwith certify and deliver
to the holder a new Debenture or Debentures in an aggregate principal amount equal to the
unconverted part of the principal amount of the Debenture so surrendered or, with respect to a
Global Debenture, the Depository shall make notations on the Global Debentures of the
principal amount thereof so converted.
 (e)
    
    The holder of a Debenture surrendered for conversion in accordance with this Section 6.4
shall not be entitled to receive accrued and unpaid interest in respect thereof to the Date of
Conversion and the Common Shares issued upon such conversion shall rank only in respect of
distributions or dividends declared in favour of shareholders of record on and after the Date
of Conversion or such later date as such holder shall become the holder of record of such
Common Shares pursuant to Section 6.4(b), from which
applicable date they will for all purposes be and be
deemed to be issued and outstanding as fully paid and
non-assessable Common Shares.
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6.5 Adjustment of Conversion Price
  (a)
    
    If and whenever at any time prior to the Time of Expiry the Corporation shall (i) subdivide
or redivide the outstanding Common Shares into a greater number of shares, (ii) reduce,
combine or consolidate the outstanding Common Shares into a smaller number of shares, or (iii)
issue Common Shares to the holders of all or substantially all of the outstanding Common
Shares by way of a dividend or distribution (other than the issue of Common Shares to holders
of Common Shares who have elected to receive dividends or distributions in the form of Common
Shares in lieu of cash dividends or cash distributions paid in the ordinary course on the
Common Shares), the Conversion Price in effect on the effective date of such subdivision,
redivision, reduction, combination or consolidation or on the record date for such issue of
Common Shares by way of a dividend or distribution, as the case may be, shall in the case of
any of the events referred to in (i) and (iii) above be decreased in proportion to the number
of outstanding Common Shares resulting from such subdivision, redivision or dividend, or
shall, in the case of any of the events referred to in (ii) above, be increased in proportion
to the number of outstanding Common Shares resulting from such reduction, combination or
consolidation. Such adjustment shall be made successively whenever any event referred to in
this Section 6.5(a) shall occur. Any such issue of Common Shares by way of a dividend or
distribution shall be deemed to have been made on the record date for the dividend or
distribution for the purpose of calculating the number of outstanding Common Shares under
subsections (c) and (d) of this Section 6.5.
 (b)
    
    If and whenever at any time prior to the Time of Expiry the Corporation shall fix a record
date for the payment of a cash dividend or distribution to the holders of all or substantially
all of the outstanding Common Shares in respect of any Applicable Period, the Conversion Price
shall be adjusted immediately after such record date so that it shall be equal to the price
determined by multiplying the Conversion Price in effect on such record date by a fraction, of
which the denominator shall be the Current Market Price per Common Share on such record date
and of which the numerator shall be the Current Market Price per Common Share on such record
date minus the amount in cash per Common Share distributed to holders of Common Shares. Such
adjustment shall be made successively whenever such a record date is fixed. To the extent that
any such cash dividend or distribution is not paid, the Conversion Price shall be re-adjusted
to the Conversion Price which would then be in effect if such record date had not been fixed.
 (c)
    
    If and whenever at any time prior to the Time of Expiry the Corporation shall fix a record
date for the issuance of options, rights or warrants to all or substantially all the holders
of its outstanding Common Shares entitling them, for a period expiring not more than 45 days
after such record date, to subscribe for or purchase Common Shares (or securities convertible
into Common Shares) at a price per share (or having a conversion or exchange price per share)
less than 95% of the Current Market Price of a Common Share on such record date, the
Conversion Price shall be adjusted immediately after such record date so that it shall equal
the price determined by multiplying the Conversion Price in effect on such record date by a
fraction, of which the numerator shall be the total number of Common Shares outstanding on
such record date plus a number of Common Shares equal to the number arrived at by dividing the
aggregate price of the total number of additional Common Shares offered for subscription or
purchase (or the aggregate conversion or exchange price of the convertible securities so
offered) by such Current Market Price per Common Share, and of which the denominator shall be
the total number of Common Shares outstanding on such record date plus the total number of
additional Common Shares offered for subscription or purchase (or into which the convertible
securities so offered are convertible). Such adjustment shall be made successively whenever
such a record date is fixed. To the extent that any such options, rights or warrants are not
so issued or any such options, rights or warrants are not exercised prior to the expiration
thereof, the Conversion Price shall be re-adjusted to the Conversion Price which would then be
in effect if such record date had not been fixed or to the Conversion Price which would then
be in effect based upon the number of Common Shares (or
securities convertible into Common Shares) actually issued upon the exercise of such
options, rights or warrants were included in such fraction, as the case may be.
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(d)
    
    If and whenever at any time prior to the Time of Expiry, there is a reclassification of the
Common Shares or a capital reorganization of the Corporation other than as described in
Section 6.5(a) or a consolidation, amalgamation, arrangement, binding share exchange, merger
of the Corporation with or into any other Person or other entity or acquisition of the
Corporation or other combination pursuant to which the Common Shares are converted into or
acquired for cash, securities or other property; or a sale or conveyance of the property and
assets of the Corporation as an entirety or substantially as an entirety to any other Person
(other than a direct or indirect wholly-owned subsidiary of the Corporation) or other entity
or a liquidation, dissolution or winding-up of the Corporation, any holder of a Debenture who
has not exercised its right of conversion prior to the effective date of such
reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger,
share exchange, acquisition, combination, sale or conveyance or liquidation, dissolution or
winding-up, upon the exercise of such right thereafter, shall be entitled to receive and shall
accept, in lieu of the number of Common Shares then sought to be acquired by it, such amount
of cash or the number of shares or other securities or property of the Corporation or of the
Person or other entity resulting from such merger, amalgamation, arrangement, acquisition,
combination or consolidation, or to which such sale or conveyance may be made or which holders
of Common Shares receive pursuant to such liquidation, dissolution or winding-up, as the case
may be, that such holder of a Debenture would have been entitled to receive on such
reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger,
share exchange, acquisition, combination, sale or conveyance or liquidation, dissolution or
winding-up, if, on the record date or the effective date thereof, as the case may be, the
holder had been the registered holder of the number of Common Shares sought to be acquired by
it and to which it was entitled to acquire upon the exercise of the conversion right. If
determined appropriate by the Board of Directors, to give effect to or to evidence the
provisions of this Section 6.5(d), the Corporation, its successor, or such purchasing Person
or other entity, as the case may be, shall, prior to or contemporaneously with any such
reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger,
share exchange, acquisition, combination, sale or conveyance or liquidation, dissolution or
winding-up, enter into an indenture which shall provide, to the extent possible, for the
application of the provisions set forth in this Indenture with respect to the rights and
interests thereafter of the holder of Debentures to the end that the provisions set forth in
this Indenture shall thereafter correspondingly be made applicable, as nearly as may
reasonably be, with respect to any cash, shares or other securities or property to which a
holder of Debentures is entitled on the exercise of its acquisition rights thereafter. Any
indenture entered into between the Corporation and the Trustee pursuant to the provisions of
this Section 6.5(d) shall be a supplemental indenture entered into pursuant to the provisions
of Article 16. Any indenture entered into between the Corporation, any successor to the
Corporation or such purchasing Person or other entity and the Trustee shall provide for
adjustments which shall be as nearly equivalent as may be practicable to the adjustments
provided in this Section 6.5(d) and which shall apply to successive reclassifications, capital
reorganizations, amalgamations, consolidations, mergers, share exchanges, acquisitions,
combinations, sales or conveyances. For greater certainty, nothing in this Section 6.5(d)
shall affect or reduce the requirement for any Person to make a Change of Control Purchase
Offer or to pay the Make Whole Premium in accordance with Section 2.4, and notice of any
transaction to which this Section 6.5(d) applies shall be given in accordance with Section
6.10.
 (e)
    
    If the Corporation shall make a distribution to all holders of Common Shares of shares in the
capital of the Corporation, other than Common Shares, or evidences of indebtedness or other
assets of the Corporation, including securities (but excluding (x) any issuance of rights or
warrants for which an adjustment was made pursuant to Section 6.5(c), and (y) any dividend or
distribution paid exclusively in cash for which an adjustment was made pursuant to Section
6.5(b)) (the Distributed Securities), then in each such case (unless the Corporation
distributes such Distributed Securities to the holders of Debentures on such dividend or
distribution date (as if each holder had converted such Debenture into Common Shares
immediately preceding the record date with respect to such distribution)) the Conversion Price
in effect immediately preceding the ex-distribution date fixed for the dividend or
distribution shall be adjusted so that the same shall equal the price determined by
multiplying the Conversion Price in effect immediately preceding such ex-distribution date by
a fraction of which the denominator shall be the 5 day VWAP for the Common Shares immediately
prior to the ex-distribution date and of which the numerator shall be the 5
day VWAP for the Common Shares for the first 5 trading days that occur immediately post the
ex-distribution date. Such adjustment shall be made successively whenever any such
distribution is made and shall become effective 5 Business Days immediately after the
ex-distribution date. In the event that such dividend or distribution is not so paid or
made, the Conversion Price shall again be adjusted to be the Conversion Price that would
then be in effect if such dividend or distribution had not been declared.
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Spinoff Securities Spinoff Valuation Period
 (f)
    
    If any issuer bid made by the Corporation or any of its Subsidiaries for all or any portion
of Common Shares shall expire, then, if the issuer bid shall require the payment to
shareholders of consideration per Common Share having a fair market value (determined as
provided below) that exceeds the Current Market Price per Common Share on the last date (the
Expiration Date) tenders could have been made pursuant to such issuer bid (as it may be
amended) (the last time at which such tenders could have been made on the Expiration Date is
hereinafter sometimes called the Expiration Time), the Conversion Price shall be adjusted so
that the same shall equal the rate determined by multiplying the Conversion Price in effect
immediately preceding the close of business on the Expiration Date by a fraction of which (i)
the denominator shall be the sum of (A) the fair market value of the aggregate consideration
(the fair market value as determined by the Board of Directors, whose determination shall be
conclusive evidence of such fair market value and which shall be evidenced by an Officers
Certificate delivered to the Trustee) payable to shareholders based on the acceptance (up to
any maximum specified in the terms of the issuer bid) of all Common Shares validly tendered
and not withdrawn as of the Expiration Time (the Common Shares deemed so accepted, up to any
such maximum, being referred to as the Purchased Common Shares) and (B) the product of the
number of Common Shares outstanding (less any Purchased Common Shares and excluding any Common
Shares held in the treasury of the Corporation) at the Expiration Time and the Current Market
Price per Common Share on the Expiration Date and (ii) the numerator of which shall be the
product of the number of Common Shares outstanding (including Purchased Common Shares but
excluding any Common Shares held in the treasury of the Corporation) at the Expiration Time
multiplied by the Current Market Price per Common Share on the Expiration Date, such increase
to become effective immediately preceding the opening of business on the day following the
Expiration Date. In the event that the Corporation is obligated to purchase Common Shares
pursuant to any such issuer bid, but the Corporation is permanently prevented by applicable
law from effecting any or all such purchases or any or all such purchases are rescinded, the
Conversion Price shall again be adjusted to be the Conversion Price which would have been in
effect based upon the number of Common Shares actually purchased, if any. If
the application of this clause (f) of Section 6.5 to any issuer bid would result in a
decrease in the Conversion Price, no adjustment shall be made for such issuer bid under this
clause (f).
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(g)
    
    In any case in which this Section 6.5 shall require that an adjustment shall become effective
immediately after a record date for an event referred to herein, the Corporation may defer,
until the occurrence of such event, issuing to the holder of any Debenture converted after
such record date and before the occurrence of such event the additional Common Shares issuable
upon such conversion by reason of the adjustment required by such event before giving effect
to such adjustment; provided, however, that the Corporation shall deliver to such holder an
appropriate instrument evidencing such holders right to receive such additional Common Shares
upon the occurrence of the event requiring such adjustment and the right to receive any
distributions made on such additional Common Shares declared in favour of holders of record of
Common Shares on and after the Date of Conversion or such later date as such holder would, but
for the provisions of this Section 6.5(g), have become the holder of record of such additional
Common Shares pursuant to Section 6.4(b).
 (h)
    
    The adjustments provided for in this Section 6.5 are cumulative and shall apply to successive
subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or
other events resulting in any adjustment under the provisions of this Section, provided that,
notwithstanding any other provision of this Section, no adjustment of the Conversion Price
shall be required unless such adjustment would require an increase or decrease of at least 1%
in the Conversion Price then in effect; provided however, that any adjustments which by reason
of this Section 6.5(h) are not required to be made shall be carried forward and taken into
account in any subsequent adjustment.
 (i)
    
    For the purpose of calculating the number of Common Shares outstanding, Common Shares owned
by or for the benefit of the Corporation shall not be counted.
 (j)
    
    In the event of any question arising with respect to the adjustments provided in this Section
6.5, such question shall be conclusively determined by a firm of nationally recognized
chartered accountants appointed by the Corporation and acceptable to the Trustee (who may be
the Auditors of the Corporation); such accountants shall have access to all necessary records
of the Corporation and such determination shall be binding upon the Corporation, the Trustee,
and the Debentureholders.
 (k)
    
    In case the Corporation shall take any action affecting the Common Shares other than action
described in this Section 6.5, which in the opinion of the Board of Directors, would
materially affect the rights of Debentureholders, the Conversion Price shall be adjusted in
such manner and at such time, by action of the Board of Directors, subject to the prior
written consent of the Toronto Stock Exchange or such other exchange on which the Debentures
are then listed, as the Board of Directors, in their sole discretion may determine to be
equitable in the circumstances. Failure of the directors to make such an adjustment shall be
conclusive evidence that they have determined that it is equitable to make no adjustment in
the circumstances.
 (l)
    
    Subject to the prior written consent of the Toronto Stock Exchange or such other exchange on
which the Debentures are then listed, no adjustment in the Conversion Price shall be made in
respect of any event described in Sections 6.5(a), 6.5(b), 6.5(c), 6.5(e) or 6.5(f) other than
the events described in 6.5(a)(i) or 6.5(a)(ii) if the holders of the Debentures are entitled
to participate in such event on the same terms mutatis mutandisas if they had converted their
Debentures prior to the effective date or record date, as the case may be, of such event.
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(m)
    
    Except as stated above in this Section 6.5, no adjustment will be made in the Conversion
Price for any Debentures as a result of the issuance of Common Shares at less than the Current
Market Price for such Common Shares on the date of issuance or the then applicable Conversion
Price.
 6.6 No Requirement to Issue Fractional Common Shares
  6.7 Corporation to Reserve Common Shares
  6.8 Cancellation of Converted Debentures
  6.9 Certificate as to Adjustment
  6.10 Notice of Special Matters
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6.11 Protection of Trustee
  (a)
    
    shall not at any time be under any duty or responsibility to any Debentureholder to determine
whether any facts exist which may require any adjustment in the Conversion Price, or with
respect to the nature or extent of any such adjustment when made, or with respect to the
method employed in making the same;
 (b)
    
    shall not be accountable with respect to the validity or value (or the kind or amount) of any
Common Shares or of any shares or other securities or property which may at any time be issued
or delivered upon the conversion of any Debenture; and
 (c)
    
    shall not be responsible for any failure of the Corporation to make any cash payment or to
issue, transfer or deliver Common Shares or share certificates upon the surrender of any
Debenture for the purpose of conversion, or to comply with any of the covenants contained in
this Article.
 6.12 U.S. Legend on Common Shares
 (a)
    
    Each certificate representing Common Shares issued upon conversion of Debentures bearing the
U.S. Legend shall have imprinted or otherwise reproduced thereon such legend or legends in
substantially the form of Schedule G attached hereto.
 ARTICLE 7
COVENANTS OF THE CORPORATION
  7.1 To Pay Principal, Premium (if any) and Interest
  7.2 To Pay Trustees Remuneration
  7.3 To Give Notice of Default
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7.4 Preservation of Existence, etc.
  7.5 Keeping of Books
  7.6 Annual Certificate of Compliance
  7.7 Performance of Covenants by Trustee
  7.8 SEC Notice
  7.9 No Dividends on Common Shares if Event of Default
  7.10 Maintain Listing
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ARTICLE 8
DEFAULT
 8.1 Events of Default
 Event of
Default
 (a)
    
    failure for 30 days to pay interest on the Debentures when due;
 (b)
    
    failure to pay principal or premium, if any, when due on the Debentures whether at maturity,
upon redemption or a Change of Control, by declaration or otherwise;
 (c)
    
    default in the delivery, when due, of any Common Shares or other consideration, including any
Make Whole Premium, payable on conversion with respect to the Debentures, which default
continues for 15 days;
 (d)
    
    default in the observance or performance of any covenant or condition of the Indenture by the
Corporation and the failure to cure (or obtain a waiver for) such default for a period of 30
days after notice in writing has been given by the Trustee or from holders of not less than
25% in aggregate principal amount of the Debentures to the Corporation specifying such default
and requiring the Corporation to rectify such default or obtain a waiver for same;
 (e)
    
    if a decree or order of a Court having jurisdiction is entered adjudging the Corporation a
bankrupt or insolvent under the Bankruptcy and Insolvency Act(Canada) or any other
bankruptcy, insolvency or analogous laws, or issuing sequestration or process of execution
against, or against any substantial part of, the property of the Corporation, or appointing a
receiver of, or of any substantial part of, the property of the Corporation or ordering the
winding-up or liquidation of its affairs, and any such decree or order continues unstayed and
in effect for a period of 60 days;
 (f)
    
    if the Corporation institutes proceedings to be adjudicated a bankrupt or insolvent, or
consents to the institution of bankruptcy or insolvency proceedings against it under the
Bankruptcy and Insolvency Act(Canada) or any other bankruptcy, insolvency or analogous laws,
or consents to the filing of any such petition or to the appointment of a receiver of, or of
any substantial part of, the property of the Corporation or makes a general assignment for the
benefit of creditors, or admits in writing its inability to pay its debts generally as they
become due;
 (g)
    
    if a resolution is passed for the winding-up or liquidation of the Corporation except in the
course of carrying out or pursuant to a transaction in respect of which the conditions of
Section 11.1 are duly observed and performed; or
 (h)
    
    if, after the date of this Indenture, any proceedings with respect to the Corporation are
taken with respect to a compromise or arrangement, with respect to creditors of the
Corporation generally, under the applicable legislation of any jurisdiction;
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8.2 Notice of Events of Default
  8.3 Waiver of Default
  (a)
    
    the holders of the Debentures shall have the power (in addition to the powers exercisable by
Extraordinary Resolution as hereinafter provided) by requisition in writing by the holders of
more than 50% of the principal amount of Debentures then outstanding, to instruct the Trustee
to waive any Event of Default and to cancel any declaration made by the Trustee pursuant to
Section 8.1 and the Trustee shall thereupon waive the Event of Default and cancel such
declaration, or either, upon such terms and conditions as shall be prescribed in such
requisition; provided that notwithstanding the foregoing if the Event of Default has occurred
by reason of the non-observance or non-performance by the Corporation of any covenant
applicable only to one or more series of Debentures, then the holders of more than 50% of the
principal amount of the outstanding Debentures of that series shall be entitled to exercise
the foregoing power and the Trustee shall so act and it shall not be necessary to obtain a
waiver from the holders of any other series of Debentures; and
 (b)
    
    the Trustee, so long as it has not become bound to declare the principal and interest on the
Debentures then outstanding to be due and payable, or to obtain or enforce payment of the
same, shall have 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 cancel any
such declaration theretofore made by the Trustee in the exercise of its discretion, upon such
terms and conditions as the Trustee may deem advisable.
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8.4 Enforcement by the Trustee
     8.5 No Suits by Debentureholders
 Bankruptcy and Insolvency Act
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8.6 Application of Monies by Trustee
 (a)
    
    Except as herein otherwise expressly provided, any monies received by the Trustee from the
Corporation pursuant to the foregoing provisions of this Article 8, or as a result of legal or
other proceedings or from any trustee in bankruptcy or liquidator of the Corporation, shall be
applied, together with any other monies in the hands of the Trustee available for such
purpose, as follows:
 (i)
    
    first, in payment or in reimbursement to the Trustee of its 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 8.6 provided, in payment,
rateably and proportionately to the holders of Debentures, of the principal of and
premium (if any) and accrued and unpaid interest and interest on amounts in default on
the Debentures 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 Corporation or
its assigns;
  (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 8.6(a), is
insufficient to make a distribution of at least 2% of the aggregate principal amount of the
outstanding Debentures, but it may retain the money so received by it and invest or deposit
the same as provided in Section 15.9 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 in distribution hereunder.
 8.7 Notice of Payment by Trustee
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8.8 Trustee May Demand Production of Debentures
  8.9 Remedies Cumulative
  8.10 Judgment Against the Corporation
  8.11 Immunity of Directors, Officers and Others
  ARTICLE 9
SATISFACTION AND DISCHARGE
 9.1 Cancellation and Destruction
  9.2 Non-Presentation of Debentures
  (a)
    
    the Corporation shall be entitled to pay or deliver to the Trustee and direct it to set
aside; or
 (b)
    
    in respect of monies or Common Shares in the hands of the Trustee which may or should be
applied to the payment of the Debentures, the Corporation shall be entitled to direct the
Trustee to set aside; or
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(c)
    
    if the redemption was pursuant to notice given by the Trustee, the Trustee may itself set
aside;
  9.3 Repayment of Unclaimed Monies or Common Shares
  9.4 Discharge
  9.5 Satisfaction
 (a)
    
    The Corporation shall be deemed to have fully paid, satisfied and discharged all of the
outstanding Debentures of any series and the Trustee, at the expense of the Corporation, shall
execute and deliver proper instruments acknowledging the full payment, satisfaction and
discharge of such Debentures, when, with respect to all of the outstanding Debentures or all
of the outstanding Debentures of any series, as applicable:
 (i)
    
    the Corporation has deposited or caused to be deposited with the Trustee as
trust funds or property in trust for the purpose of making payment on such Debentures,
an amount in money or Common Shares, if applicable, sufficient to pay, satisfy and
discharge the entire amount of principal of, premium, if any, and interest, if any, to
maturity, or any repayment date or Redemption Dates, or any Change of Control Purchase
Date, or upon conversion or otherwise as the case may be, of such Debentures (including
the maximum amount that may be payable as a Make Whole Premium);
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(ii)
    
    the Corporation has deposited or caused to be deposited with the Trustee as
trust property in trust for the purpose of making payment on such Debentures:
 (A)
    
    if the Debentures are issued in Canadian dollars, such amount
in Canadian dollars of direct obligations of, or obligations the principal and
interest of which are guaranteed by, the Government of Canada or Common Shares,
if applicable; or
 (B)
    
    if the Debentures are issued in a currency or currency unit
other than Canadian dollars, cash in the currency or currency unit in which the
Debentures are payable and/or such amount in such currency or currency unit of
direct obligations of, or obligations the principal and interest of which are
guaranteed by, the Government of Canada or the government that issued the
currency or currency unit in which the Debentures are payable or Common Shares,
if applicable;
  (iii)
    
    all Debentures authenticated and delivered (other than (A) Debentures which
have been destroyed, lost or stolen and which have been replaced or paid as provided in
Section 2.9 and (B) Debentures for whose payment has been deposited in trust and
thereafter repaid to the Corporation as provided in Section 9.3) have been delivered to
the Trustee for cancellation;
  (iv)
    
    the Corporation has paid, caused to be paid or made provisions to the
satisfaction of the Trustee for the payment of all other sums payable or which may be
payable (including the maximum amount that may be payable as a Make Whole Premium) with
respect to all of such Debentures (together with all applicable expenses of the Trustee
in connection with the payment of such Debentures); and
 (v)
    
    the Corporation has delivered to the Trustee an Officers Certificate stating
that all conditions precedent herein provided relating to the payment, satisfaction and
discharge of all such Debentures have been complied with.
  (b)
    
    Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the
outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the
terms and conditions of the Debentures, including the terms and conditions with respect
thereto set forth in this Indenture (other than those contained in Articles Article 2 and
Article 4 and the provisions of Article 1 pertaining to Articles Article 2 and Article 4)
shall no longer be binding upon or applicable to the Corporation.
 (c)
    
    Any funds or obligations deposited with the Trustee pursuant to this Section 9.5 shall be
denominated in the currency or denomination of the Debentures in respect of which such deposit
is made.
 (d)
    
    If the Trustee is unable to apply any money or securities in accordance with this Section 9.5
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 Corporations
obligations under this Indenture and the affected Debentures shall be revived and reinstated
as though no money or securities had been deposited pursuant to this Section 9.5 until such
time as the Trustee is permitted to apply all such money or securities
in accordance with this Section 9.5, provided that if the Corporation
has made any payment in respect of principal of, premium, if any, or
interest on Debentures or, as applicable, other amounts because of the
reinstatement of its obligations, the Corporation shall be subrogated
to the rights of the holders of such Debentures to receive such
payment from the money or securities held by the Trustee.
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9.6 Continuance of Rights, Duties and Obligations
 (a)
    
    Where trust funds or trust property have been deposited pursuant to Section 9.5, the holders
of Debentures and the Corporation shall continue to have and be subject to their respective
rights, duties and obligations under Article 2 and Article 4.
 (b)
    
    In the event that, after the deposit of trust funds or trust property pursuant to Section 9.5
in respect of a series of Debentures (the Defeased Debentures), any holder of any of the
Defeased Debentures from time to time converts its Debentures to Common Shares or other
securities of the Corporation in accordance with Subsection 2.4(d) (in respect of Initial
Debentures or the comparable provision of any other series of Debentures), Article 6 or any
other provision of this Indenture, the Trustee shall upon receipt of a Written Direction of
the Corporation return to the Corporation from time to time the proportionate amount of the
trust funds or other trust property deposited with the Trustee pursuant to Section 9.5 in
respect of the Defeased Debentures which is applicable to the Defeased Debentures so converted
(which amount shall be based on the applicable principal amount of the Defeased Debentures
being converted in relation to the aggregate outstanding principal amount of all the Defeased
Debentures).
 (c)
    
    In the event that, after the deposit of trust funds or trust property pursuant to Section
9.5, the Corporation is required to make a Change of Control Purchase Offer to purchase any
outstanding Debentures pursuant to Subsection 2.4(j) (in respect of Initial Debentures or the
comparable provision of any other series of Debentures), in relation to Initial Debentures or
to make an offer to purchase Debentures pursuant to any other similar provisions relating to
any other series of Debentures, the Corporation shall be entitled to use any trust money or
trust property deposited with the Trustee pursuant to Section 9.5 for the purpose of paying to
any holders of Defeased Debentures who have accepted any such offer of the Corporation the
Total Offer Price payable to such holders in respect of such Change of Control Purchase Offer
in respect of Initial Debentures (or the total offer price payable in respect of an offer
relating to any other series of Debentures). Upon receipt of a Written Direction from the
Corporation, the Trustee shall be entitled to pay to such holder from such trust money or
trust property deposited with the Trustee pursuant to Section 9.5 in respect of the Defeased
Debentures which is applicable to the Defeased Debentures held by such holders who have
accepted any such offer to the Corporation (which amount shall be based on the applicable
principal amount of the Defeased Debentures held by accepting offerees in relation to the
aggregate outstanding principal amount of all the Defeased Debentures).
 ARTICLE 10
COMMON SHARE INTEREST PAYMENT ELECTION
 10.1 Common Share Interest Payment Election
 (a)
    
    Provided that the Corporation is not in default under this Indenture and that all applicable
regulatory approvals have been obtained (including any required approval of any stock exchange
on which the Debentures or Common Shares are then listed), the Corporation shall have the
right, from time to time (including following conversion, at the time of redemption, or at the
time of maturity), to make a Common Share Interest Payment Election in respect of any Interest
Obligation by delivering a Common Share Interest Payment Election Notice to the Trustee no
later than the earlier of (i) the date required by applicable law or the rules of any stock
exchange on which the Debentures or Common Shares are then listed, and (ii) the day which is
15 Business Days prior to the Interest Payment Date to which the Common Share Interest Payment
Election relates. Such Common Share Interest Payment Election Notice shall provide that all
or a portion of the Interest Obligation may be paid by the Corporation in Common Shares, and
if only a portion of the Interest Obligation is to be paid in Common Shares, the Common Share
Interest Payment Election shall state such portion to be paid in Common Shares and such
portion to be paid in cash.
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(b)
    
    Upon receipt of a Common Share Interest Payment Election Notice, the Trustee shall, in
accordance with this Article 10 and such Common Share Interest Payment Election Notice,
deliver Common Share Bid Requests to the investment banks, brokers or dealers identified by
the Corporation, in its absolute discretion, in the Common Share Interest Payment Election
Notice. In connection with the Common Share Interest Payment Election, the Trustee shall: (i)
accept delivery of the Common Shares from the Corporation and process the Common Shares in
accordance with the Common Share Interest Payment Election Notice; (ii) accept bids with
respect to, and consummate sales of, such Common Shares, each as the Corporation shall direct
in its absolute discretion through the investment banks, brokers or dealers identified by the
Corporation in the Common Share Interest Payment Election Notice; (iii) invest the proceeds of
such sales on the direction of the Corporation in Government Obligations which mature prior to
an applicable Interest Payment Date and use such proceeds to pay the Interest Obligation in
respect of which the Common Share Interest Payment Election was made; and (iv) perform any
other action necessarily incidental thereto as directed by the Corporation in its absolute
discretion. The Common Share Interest Payment Election Notice shall direct the Trustee to
solicit and accept only, and each Common Share Bid Request shall provide that the acceptance
of any bid is conditional on the acceptance of, sufficient bids to result in aggregate
proceeds from such issue and sale of Common Shares which, together with the cash payments by
the Corporation in lieu of fractional Common Shares, if any, equal the Interest Obligation on
the Common Share Delivery Date.
 (c)
    
    The Common Share Interest Payment Election Notice shall provide for, and all bids shall be
subject to, the right of the Corporation, by delivering written notice to the Trustee at any
time prior to the consummation of such delivery and sale of the Common Shares on the Common
Share Delivery Date, to withdraw the Common Share Interest Payment Election (which shall have
the effect of withdrawing each related Common Share Bid Request), whereupon the Corporation
shall be obliged to pay in cash the Interest Obligation in respect of which the Common Share
Interest Payment Election Notice has been delivered.
 (d)
    
    Any sale of Common Shares pursuant to this Article 10 may be made to one or more Persons
whose bids are solicited, but all such sales with respect to a particular Common Share
Interest Payment Election shall take place concurrently on the Common Share Delivery Date.
 (e)
    
    The amount received by a holder of a Debenture in respect of the Interest Obligation or the
entitlement thereto will not be affected by whether or not the Corporation elects to satisfy
the Interest Obligation pursuant to a Common Share Interest Payment Election.
 (f)
    
    The Trustee shall inform the Corporation promptly following receipt of any bid or bids for
Common Shares solicited pursuant to the Common Share Bid Requests. The Trustee shall accept
such bid or bids as the Corporation, in its absolute discretion, shall direct by Written
Direction of the Corporation, provided that the aggregate proceeds of all sales of Common
Shares resulting from the acceptance of such bids, together with the amount of any cash
payment by the Corporation in lieu of any fractional Common Shares, on the Common Share
Delivery Date, must be equal to the related Common Share Interest Payment Election Amount in
connection with any bids so accepted, the Corporation, the Trustee (if required by the
Corporation in its absolute discretion) and the applicable bidders shall, not later than the
Common Share Delivery Date, enter into Common Share Purchase Agreements and shall comply with
all Applicable Securities Legislation, including the securities rules and regulations of any
stock exchange on which the Debentures or Common Shares are then listed. The Corporation shall
pay all fees and expenses in connection with the Common Share Purchase Agreements including
the fees and commissions charged by the investment banks, brokers and dealers and the fees of
the Trustee.
 (g)
    
    Provided that: (i) all conditions specified in each Common Share Purchase Agreement to the
closing of all sales thereunder have been satisfied, other than the delivery of the Common
Shares to be sold thereunder against payment of the purchase price thereof; and (ii) the
purchasers under each Common Share Purchase Agreement shall be ready, willing and able to
perform thereunder, in each case on the Common Share Delivery Date, the Corporation shall, on
the Common Share Delivery Date, deliver to the Trustee the Common Shares to be sold on such
date, an amount in cash equal to the value of any fractional Common Shares and an Officers
Certificate to the effect that all conditions precedent to such sales, including those set
forth in
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(h)
    
    The Trustee shall, on the Common Share Delivery Date, use the sale proceeds of the Common
Shares (together with any cash received from the Corporation in lieu of any fractional Common
Shares) to purchase, on the direction of the Corporation in writing, Government Obligations
which mature prior to the applicable Interest Payment Date and which the Trustee is required
to hold until maturity (the Common Share Proceeds Investment) and shall, on such date,
deposit the balance, if any, of such sale proceeds in an account established by the
Corporation (and which shall be maintained by and subject to the control of the Trustee) (the
Interest Account) for such Debentures. The Trustee shall hold such Common Share Proceeds
Investment (but not income earned thereon) under its exclusive control in an irrevocable trust
for the benefit of the holders of the Debentures. At least one Business Day prior to the
Interest Payment Date, the Trustee shall deposit amounts from the proceeds of the Common Share
Proceeds Investment in the Interest Account to bring the balance of the Interest Account to
the Common Share Interest Payment Election Amount. On the Interest Payment Date, the Trustee
shall pay the funds held in the Interest Account to the holders of record of the Debentures on
the Interest Payment Date (less any tax required to be deducted, if any) and, provided that
there is no Event of Default, shall remit amounts, if any, in respect of income earned on the
Common Share Proceeds Investment or otherwise in excess of the Common Share Interest Payment
Election Amount to the Corporation.
 (i)
    
    Neither the making of a Common Share Payment Election nor the consummation of sales of Common
Shares on a Common Share Delivery Date shall (i) result in the holders of the Debentures not
being entitled to receive on the applicable Interest Payment Date cash in an aggregate amount
equal to the Interest Obligation payable on such date or (ii) entitle such holders to receive
any Common Shares in satisfaction of such Interest Obligation.
 (j)
    
    No fractional Common Shares will be issued in satisfaction of interest but in lieu thereof
the Corporation will satisfy such fractional interest by a cash payment equal to the market
price of such fractional interest (less any tax required to be deducted, if any).
 ARTICLE 11
SUCCESSORS
 11.1 Corporation may Consolidate, Etc., Only on Certain Terms
 (a)
    
    The Corporation may not, without the consent of the holders, consolidate with or amalgamate
or merge with or into any Person (other than a directly or indirectly wholly-owned Subsidiary
of the Corporation) or sell, convey, transfer or lease all or substantially all of the
properties and assets of the Corporation to another Person (other than a directly or
indirectly wholly-owned Subsidiary of the Corporation) unless:
 (i)
    
    the Person formed by such consolidation or into which the Corporation is
amalgamated or merged, or the Person which acquires by sale, conveyance, transfer or
lease all or substantially all of the properties and assets of the Corporation is a
corporation, organized and existing under the laws of Canada or any province or
territory thereof or the laws of the United States or any state thereof and such
corporation (if other than the Corporation or the continuing corporation resulting from
the amalgamation of the Corporation with another corporation under the laws of Canada
or any province or territory thereof) expressly assumes, by an indenture supplemental
hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the
obligations of the Corporation under the Debentures and this Indenture and the
performance or observance of every covenant and
provision of this Indenture and the Debentures required on the part of the
Corporation to be performed or observed and the conversion rights shall be provided
for in accordance with Article 4, by supplemental indenture satisfactory in form to
the Trustee, executed and delivered to the Trustee, by the Person (if other than the
Corporation or the continuing corporation resulting from the amalgamation of the
Corporation with another corporation under the laws of Canada or any province or
territory thereof) formed by such consolidation or into which the Corporation shall
have been merged or by the Person which shall have acquired the Corporations
assets;
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(ii)
    
    after giving effect to such transaction, no Event of Default, and no event
which, after notice or lapse of time or both, would become an Event of Default, shall
have occurred and be continuing; and
 (iii)
    
    if the Corporation or the continuing corporation resulting from the
amalgamation or merger of the Corporation with another Person under the laws of Canada
or any province or territory thereof or the laws of the United States or any state
thereof will not be the resulting, continuing or surviving corporation, the Corporation
shall have, at or prior to the effective date of such consolidation, amalgamation,
merger or sale, conveyance, transfer or lease, delivered to the Trustee an Officers
Certificate and an Opinion of Counsel, each stating that such consolidation, merger or
transfer complies with this Article and, if a supplemental indenture is required in
connection with such transaction, such supplemental indenture complies with this
Article, and that all conditions precedent herein provided for relating to such
transaction have been complied with.
 (b)
    
    For purposes of the foregoing, the sale, conveyance, transfer or lease (in a single
transaction or a series of related transactions) of the properties or assets of one or more
Subsidiaries of the Corporation (other than to the Corporation or another wholly-owned
Subsidiary of the Corporation), which, if such properties or assets were directly owned by the
Corporation, would constitute all or substantially all of the properties and assets of the
Corporation and its Subsidiaries, taken as a whole, shall be deemed to be the sale,
conveyance, transfer or lease of all or substantially all of the properties and assets of the
Corporation.
 11.2 Successor Substituted
  ARTICLE 12
COMPULSORY ACQUISITION
 12.1 Definitions
  (a)
    
    Affiliate and Associate shall have their respective meanings set forth in the Securities
Act(Alberta);
 (b)
    
    Dissenting Debentureholders means a Debentureholder who does not accept an Offer referred
to in Section 12.2 and includes any assignee of the Debenture of a Debentureholder to whom
such an Offer is made, whether or not such assignee is recognized under this Indenture;
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(c)
    
    Offer means an offer to acquire outstanding Debentures, which is a takeover bid for
Debentures within the meaning ascribed thereto in MI 62-104, where as of the date of the offer
to acquire, the Debentures that are subject to the offer to acquire, together with the
Offerors Debentures, constitute in the aggregate 20% or more of the outstanding principal
amount of the Debentures;(d)
    
    offer to acquire includes an acceptance of an offer to sell;
 (e)
    
    Offeror means a person, or two or more persons acting jointly or in concert, who make an
Offer to acquire Debentures;
 (f)
    
    Offerors Debentures means Debentures beneficially owned, or over which control or
direction is exercised, on the date of an Offer by the Offeror, any Affiliate or Associate of
the Offeror or any person or company acting jointly or in concert with the Offeror; and(g)
    
    Offerors Notice means the notice described in Section 12.3.
 12.2 Offer for Debentures
  (a)
    
    within the time provided in the Offer for its acceptance or within 120 days after the date
the Offer is made, whichever period is the shorter, the Offer is accepted by Debentureholders
representing at least 90% of the outstanding principal amount of the Debentures, other than
the Offerors Debentures;
 (b)
    
    the Offeror is bound to take up and pay for, or has taken up and paid for the Debentures of
the Debentureholders who accepted the Offer; and(c)
    
    the Offeror complies with Sections 12.3 and 12.5;
  12.3 Offerors Notice to Dissenting Shareholders
 Offerors
Notice
 (a)
    
    Debentureholders holding at least 90% of the principal amount of all outstanding Debentures,
other than Offerors Debentures, have accepted the Offer;
 (b)
    
    the Offeror is bound to take up and pay for, or has taken up and paid for, the Debentures of
the Debentureholders who accepted the Offer;
 (c)
    
    Dissenting Debentureholders must transfer their respective Debentures to the Offeror on the
terms on which the Offeror acquired the Debentures of the Debentureholders who accepted the
Offer within 21 days after the date of the sending of the Offerors Notice; and
 (d)
    
    Dissenting Debentureholders must send their respective Debenture certificate(s) to the
Trustee within 21 days after the date of the sending of the Offerors Notice.
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12.4 Delivery of Debenture Certificates
  12.5 Payment of Consideration to Trustee
  12.6 Consideration to be held in Trust
  12.7 Completion of Transfer of Debentures to Offeror
  (a)
    
    do all acts and things and execute and cause to be executed all instruments as in the
Trustees opinion may be necessary or desirable to cause the transfer of the Debentures of the
Dissenting Debentureholders to the Offeror;
 (b)
    
    send to each Dissenting Debentureholder who has complied with Section 12.4 the consideration
to which such Dissenting Debentureholder is entitled under this Article 12; and
 (c)
    
    send to each Dissenting Debentureholder who has not complied with Section 12.4 a notice
stating that:
 (i)
    
    his or her Debentures have been transferred to the Offeror;
 (ii)
    
    the Trustee or some other person designated in such notice are holding in trust
the consideration for such Debentures; and
 (iii)
    
    the Trustee, or such other person, will send the consideration to such
Dissenting Debentureholder as soon as possible after receiving such Dissenting
Debentureholders Debenture certificate(s) or such other documents as the Trustee or
such other person may require in lieu thereof;
  12.8 Communication of Offer to Trust
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ARTICLE 13
MEETINGS OF DEBENTUREHOLDERS
 13.1 Right to Convene Meeting
  13.2 Notice of Meetings
 (a)
    
    At least 21 days notice of any meeting shall be given to the Debentureholders 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. 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. The accidental
omission to give notice of a meeting to any holder of Debentures 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 13.15,
especially affects the rights of holders of Debentures 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
Debentures of any other series are affected (determined as provided in Sections 13.2(c) and
(d)), then:
 (i)
    
    a reference to such fact, indicating each series of Debentures in the opinion
of the Trustee 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 Debentures of an especially affected series shall not be bound
by any action taken at a Serial Meeting or by instrument in writing under Section 13.15
unless in addition to compliance with the other provisions of this Article 13:
 (A)
    
    at such Serial Meeting: (I) there are Debentureholders present
in person or by proxy and representing at least 25% in principal amount of the
Debentures then outstanding of such series, subject to the provisions of this
Article 13 as to quorum at adjourned meetings; and (II) the resolution is
passed by the affirmative vote of the holders of more than 50% (or in the case
of an Extraordinary Resolution not less than 662/3%) of the principal amount of
the Debentures of such series then outstanding voted on the resolution; or
 (B)
    
    in the case of action taken or power exercised by instrument in
writing under Section 13.15, such instrument is signed in one or more
counterparts by the holders of not less than 662/3% in principal amount of the
Debentures of such series then outstanding.
 (c)
    
    Subject to Section 13.2(d), the determination as to whether any business to be transacted at
a meeting of Debentureholders, or any action to be taken or power to be exercised by
instrument in writing under Section 13.15, especially affects the rights of the
Debentureholders 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
Debentureholders 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 Debentureholders, the
Trustee and the Corporation for all purposes hereof.
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(d)
    
    A proposal:
 (i)
    
    to extend the maturity of Debentures of any particular series or to reduce the
principal amount thereof, the rate of interest or redemption premium thereon or to
impair any conversion right thereof;
 (ii)
    
    to modify or terminate any covenant or agreement which by its terms is
effective only so long as Debentures of a particular series are outstanding; or
 (iii)
    
    to reduce with respect to Debentureholders of any particular series any
percentage stated in this Section 13.2 or Section 13.4, 13.12 and 13.15;
  13.3 Chairman
  13.4 Quorum
  13.5 Power to Adjourn
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13.6 Show of Hands
  13.7 Poll
  13.8 Voting
  13.9 Proxies
  (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 person signing on
behalf of a Debentureholder;
 (b)
    
    the deposit of instruments appointing proxies at such place as the Trustee, the Corporation
or the Debentureholder 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 Corporation 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.
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13.10 Persons Entitled to Attend Meetings
  13.11 Powers Exercisable by Extraordinary Resolution
  (a)
    
    power to authorize the Trustee to grant extensions of time for payment of any principal,
premium or interest on the Debentures, whether or not the principal, premium, or interest, the
payment of which is extended, is at the time due or overdue;
 (b)
    
    power to sanction any modification, abrogation, alteration, compromise or arrangement of the
rights of the Debentureholders or the Trustee against the Corporation, or against its
property, whether such rights arise under this Indenture or the Debentures or otherwise;
 (c)
    
    power to assent to any modification of or change in or addition to or omission from the
provisions contained in this Indenture or any Debenture which shall be agreed to by the
Corporation and to authorize the Trustee to concur in and execute any indenture supplemental
hereto embodying any modification, change, addition or omission;
 (d)
    
    power to sanction any scheme for the reconstruction, reorganization or recapitalization of
the Corporation or for the consolidation, amalgamation, arrangement, combination or merger of
the Corporation with any other Person or for the sale, leasing, transfer or other disposition
of all or substantially all of the undertaking, property and assets of the Corporation or any
part thereof, provided that no such sanction shall be necessary in respect of any such
transaction if the provisions of Section 11.1 shall have been complied with;
 (e)
    
    power to direct or authorize the Trustee to exercise any power, right, remedy or authority
given to it by this Indenture in any manner specified in any such Extraordinary Resolution or
to refrain from exercising any such power, right, remedy or authority;
 (f)
    
    power to waive, and direct the Trustee to waive, any default hereunder and/or cancel any
declaration made by the Trustee pursuant to Section 8.1 either unconditionally or upon any
condition specified in such Extraordinary Resolution;
 (g)
    
    power to restrain any Debentureholder from taking or instituting any suit, action or
proceeding for the purpose of enforcing payment of the principal, premium or interest on the
Debentures, or for the execution of any trust or power hereunder;
 (h)
    
    power to direct any Debentureholder who, as such, has brought any action, suit or proceeding
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 8.5, of the costs, charges and
expenses reasonably and properly incurred by such Debentureholder in connection therewith;
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(i)
    
    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 shares or other
securities of the Corporation;
 (j)
    
    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 Debentureholders, such of the powers of the Debentureholders as are exercisable
by Extraordinary Resolution or other resolution as shall be included in the resolution
appointing the committee. The resolution making such appointment may provide for payment of
the expenses and disbursements of and compensation to such committee. Such committee shall
consist of such number of persons as shall be prescribed in the resolution appointing it and
the members need not be themselves Debentureholders. Every such committee may elect its
chairman and may make regulations respecting its quorum, the calling of its meetings, the
filling of vacancies occurring in its number and its procedure generally. 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. All acts of
any such committee within the authority delegated to it shall be binding upon all
Debentureholders. Neither the committee nor any member thereof shall be liable for any loss
arising from or in connection with any action taken or omitted to be taken by them in good
faith;
 (k)
    
    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;
 (l)
    
    power to sanction the exchange of the Debentures for or the conversion thereof into shares,
bonds, debentures or other securities or obligations of the Corporation or of any other Person
formed or to be formed;
 (m)
    
    power to authorize the distribution in specie of any shares or securities received pursuant
to a transaction authorized under the provisions of Section 13.11(l); and
 (n)
    
    power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned
by the Debentureholders or by any committee appointed pursuant to Section 13.11(j).
  13.12 Meaning of Extraordinary Resolution
 (a)
    
    The expression Extraordinary Resolution when used in this Indenture means, subject as
hereinafter in this Article provided, a resolution proposed to be passed as an Extraordinary
Resolution at a meeting of Debentureholders (including an adjourned meeting) duly convened for
the purpose and held in accordance with the provisions of this Article at which the holders of
not less than 25% of the principal amount of the Debentures then outstanding, and if the
meeting is a Serial Meeting, at which holders of not less than 25% of the principal amount of
the Debentures then outstanding of each especially affected series, are present in person or
by proxy and passed by the favourable votes of the holders of not less than 66 2/3% of the
principal amount of the Debentures, and if the meeting is a Serial Meeting by the affirmative
vote of the holders of not less than 662/3% of each especially affected series, in each case
present or represented by proxy at the meeting and voted upon on a poll on such resolution.
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(b)
    
    If, at any such meeting, the holders of not less than 25% of the principal amount of the
Debentures then outstanding and, if the meeting is a Serial Meeting, 25% of the principal
amount of the Debentures then outstanding of each especially affected series, in each case are
not present in person or by proxy within 30 minutes after the time appointed for the meeting,
then the meeting, if convened by or on the requisition of Debentureholders, shall be dissolved
but in any other case it shall stand adjourned to such date, being not
less than 14 nor more than 60 days later, and to such place and time as may be appointed by
the chairman. Not less than 10 days notice shall be given of the time and place of such
adjourned meeting in the manner provided in Section 14.2. Such notice shall state that at
the adjourned meeting the Debentureholders present in person or by proxy shall form a
quorum. At the adjourned meeting the Debentureholders present in person or by proxy shall
form a quorum and may transact the business for which the meeting was originally convened
and a resolution proposed at such adjourned meeting and passed thereat by the affirmative
vote of holders of not less than 662/3% of the principal amount of the Debentures and, if the
meeting is a Serial Meeting, by the affirmative vote of the holders of not less than 662/3% of
the principal amount of the Debentures of each especially affected series, in each case
present or represented by proxy at the meeting voted upon on a poll shall be an
Extraordinary Resolution within the meaning of this Indenture, notwithstanding that the
holders of not less than 25% in principal amount of the Debentures then outstanding, and if
the meeting is a Serial Meeting, holders of not less than 25% of the principal amount of the
Debentures then outstanding of each especially affected series, are not present in person or
by proxy at such adjourned meeting.
 (c)
    
    Votes on an Extraordinary Resolution shall always be given on a poll and no demand for a poll
on an Extraordinary Resolution shall be necessary.
 13.13 Powers Cumulative
  13.14 Minutes
  13.15 Instruments in Writing
 2 3 2 3 Extraordinary
Resolution
 13.16 Binding Effect of Resolutions
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13.17 Evidence of Rights Of Debentureholders
 (a)
    
    Any request, direction, notice, consent or other instrument which this Indenture may require
or permit to be signed or executed by the Debentureholders may be in any number of concurrent
instruments of similar tenor signed or executed by such Debentureholders.
 (b)
    
    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.
 13.18 Concerning Serial Meetings
  ARTICLE 14
NOTICES
 14.1 Notice to Corporation
 rd
 14.2 Notice to Debentureholders
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14.3 Notice to Trustee
 th
 14.4 Mail Service Interruption
  ARTICLE 15
CONCERNING THE TRUSTEE
 15.1 No Conflict of Interest
  15.2 Replacement of Trustee
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15.3 Duties of Trustee
  15.4 Reliance Upon Declarations, Opinions, etc.
  15.5 Evidence and Authority to Trustee, Opinions, etc.
   (a)
    
    a certificate made by any two officers or directors of the Corporation, stating that any such
condition precedent has been complied with in accordance with the terms of this Indenture;
 (b)
    
    in the case of a condition precedent compliance with 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
 (c)
    
    in the case of any such condition precedent compliance with which is subject to review or
examination by auditors or accountants, an opinion or report of the Auditors of the
Corporation whom the Trustee for such purposes hereby approves, that such condition precedent
has been complied with in accordance with the terms of this Indenture.
  70




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##### 



15.6 Officers Certificates Evidence
  15.7 Experts, Advisers and Agents
 (a)
    
    The Trustee may employ or retain and act and rely on the opinion or advice of or information
obtained from any solicitor, auditor, valuer, engineer, surveyor, appraiser or other expert,
whether obtained by the Trustee or by the Corporation, 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)
    
    The Trustee may 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 Corporation. The Trustee shall not be responsible for the
actions of such agents provided that it has selected such agents with due care and in a
commercially reasonable manner.
 15.8 Trustee May Deal in Debentures
   71




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15.9 Investment of Monies Held by Trustee
   15.10 Trustee Not Ordinarily Bound
  15.11 Trustee Not Required to Give Security
  15.12 Trustee Not Bound to Act on Trusts Request
  15.13 Conditions Precedent to Trustees Obligations to Act Hereunder
   72




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15.14 Authority to Carry on Business
  15.15 Compensation and Indemnity
 (a)
    
    The Corporation shall pay to the Trustee from time to time compensation for its services
hereunder as agreed separately by the Corporation 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 Corporation hereby indemnifies and saves harmless the Trustee and its directors, officers
and employees 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 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 Corporation promptly of
any claim for which it may seek indemnity. The Corporation shall defend the claim and the
Trustee shall co-operate in the defence. The Trustee may have separate Counsel and the
Corporation shall pay the reasonable fees and expenses of such Counsel. The Corporation 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.
 15.16 Acceptance of Trust
  15.17 Third Party Interests
 representing party
  73




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15.18 Anti-Money Laundering
  15.19 Privacy Laws
 Privacy Laws
 15.20 Force Majeure; Limitation of Trustee Liability
 (a)
    
    In no event shall the Trustee be responsible or liable for any failure or delay in the
performance of its obligations hereunder arising out of or caused by, directly or indirectly,
forces beyond its control, including, without limitation, strikes, work stoppages, accidents,
acts of war (declared or undeclared) or terrorism, civil or military disturbances, nuclear or
natural catastrophes or acts of God, fire, riot, embargo and interruptions, loss or
malfunctions of utilities, communications or computer (software and hardware) services,
government action, including any laws, ordinances, regulations or the like which delay,
restrict or prohibit the providing of the services contemplated by this Indenture; it being
understood that the Trustee shall use reasonable efforts which are consistent with accepted
practices in the banking industry to resume performance as soon as practicable under the
circumstances.(b)
    
    The Trustee shall not be liable for any consequential, punitive or special damages;
 ARTICLE 16
SUPPLEMENTAL INDENTURES
 16.1 Supplemental Indentures
  (a)
    
    providing for the issuance of Additional Debentures under this Indenture;
  74




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(b)
    
    adding to the covenants of the Corporation herein contained for the protection of the
Debentureholders, or of the Debentures of any series, or providing for events of default, in
addition to those herein specified;
 (c)
    
    making such provisions 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 Debentures which do not affect the substance thereof and
which in the opinion of the Trustee relying on an opinion of Counsel will not be prejudicial
to the interests of the Debentureholders;
 (d)
    
    evidencing the succession, or successive successions, of others to the Corporation and the
covenants of and obligations assumed by any such successor in accordance with the provisions
of this Indenture;(e)
    
    giving effect to any Extraordinary Resolution passed as provided in Article 13; and(f)
    
    for any other purpose not inconsistent with the terms of this Indenture.
   75




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##### 



ARTICLE 17
EXECUTION AND FORMAL DATE
 17.1 Execution
  17.2 Formal Date
   IVANHOE ENERGY INC.By:
    
    (signed) Greg G. Phaneuf

Name: Greg G. PhaneufTitle Senior Vice President, Corporate DevelopmentBNY TRUST COMPANY OF CANADABy:
    
    (signed) Robert Solis

Name: Robert SolisTitle: Vice President Corporate Trust
  76




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##### 



SCHEDULE A
 TO THE CONVERTIBLE DEBENTURE INDENTURE AMONG
 IVANHOE ENERGY INC.
 AND
 BNY TRUST COMPANY OF CANADA
 FORM OF DEBENTURE




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##### 



FORM OF DEBENTURE
 [GLOBAL DEBENTURE LEGEND]
 UNLESS THIS DEBENTURE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY
SERVICES INC. (CDS) TO IVANHOE ENERGY INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY DEBENTURE 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 DEBENTURE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR
DEAL WITH THIS DEBENTURE.
 TRANSFERS OF THIS DEBENTURE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF
CDS & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSORS NOMINEE.
 [INSERT U.S. LEGEND, IF APPLICABLE]
 CUSIP 
ISIN 
 [U.S. RULE 144A  CUSIP ][U.S. RULE 144A  ISIN ]No. 
    
    $
 IVANHOE ENERGY INC.
 (A corporation incorporated under the laws of Yukon)
 5.75% CONVERTIBLE UNSECURED SUBORDINATED DEBENTURES
 Ivanhoe Energy Inc. Corporation Issuer Indenture Trustee Maturity Date Interest Act deemed
year
  A-1




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Initial Debentures
  Conversion Price
   A-2




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##### 



Change of Control Purchase Offer
  (i)
    
    cash, other than cash payments for fractional Common Shares and cash payments
made in respect of dissenters appraisal rights;
 (ii)
    
    equity securities that are not traded or intended to be traded immediately
following such transactions on a recognized stock exchange; or
 (iii)
    
    other property that is not traded or intended to be traded immediately
following such transactions on a recognized stock exchange,
       A-3




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IN WITNESS WHEREOF IVANHOE ENERGY INC.   
 IVANHOE ENERGY INC.By:
  A-4




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##### 



(FORM OF TRUSTEES CERTIFICATE)
  BNY TRUST COMPANY OF CANADABy:(Authorized Officer)
 (FORM OF REGISTRATION PANEL)
  Date of Registration
    
    In Whose Name Registered
    
    Signature of Trustee or Registrar
  A-5




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FORM OF ASSIGNMENT
  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 Initial Debenture is to be transferred,
indicate in the space provided the principal amount (which must be $1,000 or an integral multiple
thereof, unless you hold an Initial Debenture in a non-integral multiple of $1,000 by reason of
your having exercised your right to exchange upon the making of a Change of Control Purchase Offer,
in which case such Initial Debenture is transferable only in its entirety) to be transferred. 1.
    
    The signature(s) to this assignment must correspond with the name(s) as written upon the face
of this Initial Debenture in every particular without alteration or any change whatsoever. The
signature(s) must be guaranteed by a Canadian chartered bank or trust company or by a member
of an acceptable Medallion Guarantee Program. Notarized or witnessed signatures are not
acceptable as guaranteed signatures. The Guarantor must affix a stamp bearing the actual
words: SIGNATURE GUARANTEED.
 2.
    
    The registered holder of this Initial Debenture is responsible for the payment of any
documentary, stamp or other transfer taxes that may be payable in respect of the transfer of
this Debenture.
 Signature of Guarantor:Authorized Officer
    
    Signature of transferring registered holderName of Institution
  A-6




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##### 



EXHIBIT 1
TO CDS GLOBAL DEBENTURE
 IVANHOE ENERGY INC.
 5.75% CONVERTIBLE UNSECURED SUBORDINATED DEBENTURES
DUE JUNE 30, 2016
 Initial Principal Amount: $
    
    CUSIP ISIN CA 
 
 ADJUSTMENTS
 Date
    
    Amount of Increase
    
    Amount of Decrease
    
    New Principal Amount
    
    Authorization
  A-7




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SCHEDULE B
 TO THE CONVERTIBLE DEBENTURE INDENTURE BETWEEN
 IVANHOE ENERGY INC.
 AND
 BNY TRUST COMPANY OF CANADA
 FORM OF REDEMPTION NOTICE




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##### 



SCHEDULE B
Form of Redemption Notice
 IVANHOE ENERGY INC.
5.75% CONVERTIBLE UNSECURED SUBORDINATED DEBENTURES
REDEMPTION NOTICE
 To:
    
    Holders of 5.75% Convertible Unsecured Subordinated Debentures (the
Debentures) of Ivanhoe Energy Inc. (the Corporation)Note:
    
    All capitalized terms used herein have the meaning ascribed thereto
in the Indenture mentioned below, unless otherwise indicated.
 Indenture Trustee Redemption Date Redemption Price Total Redemption Price
  th
       B-1




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##### 



IVANHOE ENERGY INC.(Authorized Director or Officer ofIvanhoe Energy Inc.)
  B-2




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##### 



SCHEDULE C
 TO THE CONVERTIBLE DEBENTURE INDENTURE AMONG
 IVANHOE ENERGY INC.
 AND
 BNY TRUST COMPANY OF CANADA
 FORM OF MATURITY NOTICE




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##### 



SCHEDULE C
 Form of Maturity Notice
 IVANHOE ENERGY INC.
 5.75% CONVERTIBLE UNSECURED SUBORDINATED DEBENTURES
 MATURITY NOTICE
 To:
    
    Holders of 5.75% Convertible Unsecured Subordinated Debentures (the
Debentures) of Ivanhoe Energy Inc. (the Corporation)Note:
    
    All capitalized terms used herein have the meaning ascribed thereto
in the Indenture mentioned below, unless otherwise indicated.
 Indenture Trustee Maturity
Date
    IVANHOE ENERGY INC.(Authorized Director or Officer ofIvanhoe Energy Inc.)
  C-1




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##### 



SCHEDULE D
 TO THE CONVERTIBLE DEBENTURE INDENTURE AMONG
 IVANHOE ENERGY INC.
 AND
 BNY TRUST COMPANY OF CANADA
 FORM OF NOTICE OF CONVERSION




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##### 



SCHEDULE D
 Form of Notice of Conversion
 CONVERSION NOTICE
 TO:
    
    IVANHOE ENERGY INC.Note:
    
    All capitalized terms used herein have the meaning ascribed thereto
in the Indenture mentioned below, unless otherwise indicated.
  Dated:(Signature of Registered Holder)
 *
    
    If less than the full principal amount of the Debentures, indicate in the space provided the
principal amount (which must be $1,000 or integral multiples thereof).NOTE:
    
    If Common Shares are to be issued in the name of a person other than the holder, the
signature must be guaranteed by a chartered bank, a trust company or by a member of an
acceptable Medallion Guarantee Program. The Guarantor must affix a stamp bearing the actual
words: SIGNATURE GUARANTEED.  Name:(Address)(City, Province and Postal Code)Name of guarantor:Authorized signature:
  D-1




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##### 



SCHEDULE E
 TO THE CONVERTIBLE DEBENTURE INDENTURE AMONG
 IVANHOE ENERGY INC.
 AND
 BNY TRUST COMPANY OF CANADA
 FORM OF CERTIFICATE OF TRANSFER




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##### 



SCHEDULE E
 FORM OF CERTIFICATE OF TRANSFER
 
 th
  Transfer of Debentures
 Indenture), Company
 Transferor) Transfer Transferee
  1. o Check if Transferee will take delivery of a beneficial interest in a Restricted
Global Debenture or a Restricted Definitive Debenture pursuant to Rule 144A. Securities Act
 2. o Check if Transferee will take delivery of a beneficial interest in an Unrestricted
Global Debenture or an Unrestricted Definitive Debenture pursuant to Regulation S.
 3. o Check and complete if Transferee will take delivery of a beneficial interest in an
Unrestricted Global Debenture or an Unrestricted Definitive Debenture pursuant to any provision of
the Securities Act other than Regulation S.
 o Check if Transfer is pursuant to Rule 144.
  E-1




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##### 



o Check if Transfer is Pursuant to Other Exemption.
  [Insert Name of Transferor]By:Name:Title:
 
  E-2




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##### 



ANNEX A TO CERTIFICATE OF TRANSFER
 1.
    
    The Transferor owns and proposes to transfer the following:
  (a)
    
    o a beneficial interest in the:
 (i)
    
    o Restricted Global Debenture (CUSIP
 _____)(ii)
    
    o Unrestricted Global Debenture (CUSIP
 _____)
 (b)
    
    o a Restricted Definitive Debenture(c)
    
    o an Unrestricted Definitive Debenture
 2.
    
    After the Transfer the Transferee will hold:
  (a)
    
    o a beneficial interest in the:
 (i)
    
    o Restricted Global Debenture (CUSIP
 _____)(ii)
    
    o Unrestricted Global Debenture (CUSIP
 _____)
 (b)
    
    o a Restricted Definitive Debenture(c)
    
    o an Unrestricted Definitive Debenture
 in accordance with the terms of the Indenture.
  E-3




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##### 



SCHEDULE F
 TO THE CONVERTIBLE DEBENTURE INDENTURE AMONG
 IVANHOE ENERGY INC.
 AND
 BNY TRUST COMPANY OF CANADA
 FORM OF CERTIFICATE OF EXCHANGE




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##### 



SCHEDULE F
 FORM OF CERTIFICATE OF EXCHANGE
 
 th
  Exchange of Debentures
  Indenture), Company
 Owner
 1. Exchange of Restricted Definitive Debentures or Beneficial Interests in a Restricted
Global Debenture for Unrestricted Definitive Debentures or Beneficial Interests in an Unrestricted
Global Debenture
 o Check if Exchange is from a beneficial interest in a Restricted Global Debenture to a
beneficial interest in an Unrestricted Global Debenture. Securities
 o Check if Exchange is from Restricted Definitive Debenture to Unrestricted Definitive
Debenture.
 2. Exchange of Beneficial Interests in an Unrestricted Global Debenture for Beneficial
Interests in a Restricted Global Debenture
   F-1




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##### 



[Insert Name of Transferor]By:Name:Title:
 
  F-2




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##### 



SCHEDULE G
 TO THE CONVERTIBLE DEBENTURE INDENTURE AMONG
 IVANHOE ENERGY INC.
 AND
 BNY TRUST COMPANY OF CANADA
 COMMON SHARE LEGENDS




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##### 



SCHEDULE G
 COMMON SHARE LEGENDS
   G-1