EX-4.1



 Exhibit 4.1 
 Execution Version 
  

 
 MILLAR WESTERN FOREST PRODUCTS LTD.

 8.5% SENIOR NOTES 
 DUE 2021 
  

 
 INDENTURE

 Dated as of April 7, 2011 
  

 
 The Bank of New
York Mellon 
 Trustee 
 BNY Trust Company of Canada 
 Co-Trustee 

 
  







 Table of Contents 

 

											
	 ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE
	  	 	1	  
				
	 Section
	 	 	1.01	  	    	 Definitions
	  	 	1	  
				
	 Section
	 	 	1.02	  	    	 Other Definitions
	  	 	25	  
				
	 Section
	 	 	1.03	  	    	 Incorporation by Reference of Trust Indenture Act
	  	 	26	  
				
	 Section
	 	 	1.04	  	    	 Rules of Construction
	  	 	27	  
		
	 ARTICLE 2. THE NOTES
	  	 	27	  
				
	 Section
	 	 	2.01	  	    	 Form and Dating; Terms
	  	 	27	  
				
	 Section
	 	 	2.02	  	    	 Execution and Authentication
	  	 	28	  
				
	 Section
	 	 	2.03	  	    	 Registrar and Paying Agent for the Notes
	  	 	29	  
				
	 Section
	 	 	2.04	  	    	 Paying Agent to Hold Money in Trust
	  	 	29	  
				
	 Section
	 	 	2.05	  	    	 Holder Lists
	  	 	30	  
				
	 Section
	 	 	2.06	  	    	 Transfer and Exchange
	  	 	30	  
				
	 Section
	 	 	2.07	  	    	 Replacement Notes
	  	 	43	  
				
	 Section
	 	 	2.08	  	    	 Outstanding Notes
	  	 	43	  
				
	 Section
	 	 	2.09	  	    	 Treasury Notes
	  	 	43	  
				
	 Section
	 	 	2.10	  	    	 Temporary Notes
	  	 	44	  
				
	 Section
	 	 	2.11	  	    	 Cancellation
	  	 	44	  
				
	 Section
	 	 	2.12	  	    	 Defaulted Interest
	  	 	44	  
		
	 ARTICLE 3. REDEMPTION
	  	 	45	  
				
	 Section
	 	 	3.01	  	    	 Notices to Trustee
	  	 	45	  
				
	 Section
	 	 	3.02	  	    	 Selection of Notes to be Redeemed
	  	 	45	  
				
	 Section
	 	 	3.03	  	    	 Notice of Redemption
	  	 	45	  
				
	 Section
	 	 	3.04	  	    	 Effect of Notice of Redemption
	  	 	46	  
				
	 Section
	 	 	3.05	  	    	 Deposit of Redemption Price
	  	 	46	  
				
	 Section
	 	 	3.06	  	    	 Notes Redeemed in Part
	  	 	47	  
				
	 Section
	 	 	3.07	  	    	 Optional Redemption
	  	 	47	  
				
	 Section
	 	 	3.08	  	    	 Mandatory Redemption
	  	 	48	  
				
	 Section
	 	 	3.09	  	    	 Offer to Purchase by Application of Excess Proceeds
	  	 	48	  
		
	 ARTICLE 4. COVENANTS
	  	 	50	  
				
	 Section
	 	 	4.01	  	    	 Payment of Notes
	  	 	50	  
				
	 Section
	 	 	4.02	  	    	 Maintenance of Office or Agency
	  	 	50	  


  
 i 









											
	 Section
	  	 	4.03	  	    	 Reports to Holders
	  	 	51	  
				
	 Section
	  	 	4.04	  	    	 Compliance Certificate
	  	 	51	  
				
	 Section
	  	 	4.05	  	    	 Taxes
	  	 	52	  
				
	 Section
	  	 	4.06	  	    	 Stay, Extension and Usury Laws
	  	 	52	  
				
	 Section
	  	 	4.07	  	    	 Limitation on Restricted Payments
	  	 	52	  
				
	 Section
	  	 	4.08	  	    	 Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries
	  	 	56	  
				
	 Section
	  	 	4.09	  	    	 Limitation on Additional Indebtedness
	  	 	58	  
				
	 Section
	  	 	4.10	  	    	 Asset Sales
	  	 	61	  
				
	 Section
	  	 	4.11	  	    	 Limitation on Transactions with Affiliates
	  	 	63	  
				
	 Section
	  	 	4.12	  	    	 Limitation on Liens
	  	 	64	  
				
	 Section
	  	 	4.13	  	    	 Payments for Consent
	  	 	65	  
				
	 Section
	  	 	4.14	  	    	 Corporate Existence
	  	 	65	  
				
	 Section
	  	 	4.15	  	    	 Change of Control
	  	 	65	  
				
	 Section
	  	 	4.16	  	    	 Limitation on Subsidiaries
	  	 	66	  
				
	 Section
	  	 	4.17	  	    	 Designation of Restricted and Unrestricted Subsidiaries
	  	 	66	  
				
	 Section
	  	 	4.18	  	    	 Additional Amounts
	  	 	67	  
				
	 Section
	  	 	4.19	  	    	 Money for Security Payments to Be Held in Trust
	  	 	68	  
				
	 Section
	  	 	4.20	  	    	 Maintenance of Properties
	  	 	69	  
				
	 Section
	  	 	4.21	  	    	 Maintenance of Insurance
	  	 	70	  
		
	 ARTICLE 5. SUCCESSORS
	  	 	70	  
				
	 Section
	  	 	5.01	  	    	 Merger, Consolidation or Sale of Assets
	  	 	70	  
				
	 Section
	  	 	5.02	  	    	 Successor Corporation Substituted
	  	 	72	  
		
	 ARTICLE 6. DEFAULTS AND REMEDIES
	  	 	72	  
				
	 Section
	  	 	6.01	  	    	 Events of Default
	  	 	72	  
				
	 Section
	  	 	6.02	  	    	 Acceleration
	  	 	74	  
				
	 Section
	  	 	6.03	  	    	 Other Remedies
	  	 	75	  
				
	 Section
	  	 	6.04	  	    	 Waiver of Past Defaults
	  	 	76	  
				
	 Section
	  	 	6.05	  	    	 Control by Majority
	  	 	76	  
				
	 Section
	  	 	6.06	  	    	 Limitation on Suits
	  	 	76	  
				
	 Section
	  	 	6.07	  	    	 Rights of Holders of Notes to Receive Payment
	  	 	77	  
				
	 Section
	  	 	6.08	  	    	 Collection Suit by Trustee
	  	 	77	  
				
	 Section
	  	 	6.09	  	    	 Restoration of Rights and Remedies
	  	 	77	  


  
 ii 










											
	 Section
	  	 	6.10	  	    	 Rights and Remedies Cumulative
	  	 	77	  
				
	 Section
	  	 	6.11	  	    	 Delay or Omission Not Waiver
	  	 	77	  
				
	 Section
	  	 	6.12	  	    	 Trustee May File Proofs of Claim
	  	 	78	  
				
	 Section
	  	 	6.13	  	    	 Priorities
	  	 	78	  
				
	 Section
	  	 	6.14	  	    	 Undertaking for Costs
	  	 	79	  
		
	 ARTICLE 7. TRUSTEE
	  	 	79	  
				
	 Section
	  	 	7.01	  	    	 Duties of Trustee
	  	 	79	  
				
	 Section
	  	 	7.02	  	    	 Rights of Trustee
	  	 	80	  
				
	 Section
	  	 	7.03	  	    	 Individual Rights of Trustee
	  	 	81	  
				
	 Section
	  	 	7.04	  	    	 Trustee’s Disclaimer
	  	 	81	  
				
	 Section
	  	 	7.05	  	    	 Notice of Defaults
	  	 	82	  
				
	 Section
	  	 	7.06	  	    	 Reports by Trustee to Holders of the Notes
	  	 	82	  
				
	 Section
	  	 	7.07	  	    	 Compensation and Indemnity
	  	 	82	  
				
	 Section
	  	 	7.08	  	    	 Replacement of Trustee
	  	 	83	  
				
	 Section
	  	 	7.09	  	    	 Successor Trustee by Merger, etc
	  	 	84	  
				
	 Section
	  	 	7.10	  	    	 Eligibility; Disqualification
	  	 	84	  
				
	 Section
	  	 	7.11	  	    	 Preferential Collection of Claims Against Company
	  	 	84	  
				
	 Section
	  	 	7.12	  	    	 Appointment of Co-Trustee
	  	 	84	  
		
	 ARTICLE 8. LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	  	 	87	  
				
	 Section
	  	 	8.01	  	    	 Option to Effect Legal Defeasance or Covenant Defeasance
	  	 	87	  
				
	 Section
	  	 	8.02	  	    	 Legal Defeasance and Discharge
	  	 	87	  
				
	 Section
	  	 	8.03	  	    	 Covenant Defeasance
	  	 	88	  
				
	 Section
	  	 	8.04	  	    	 Conditions to Legal or Covenant Defeasance
	  	 	88	  
				
	 Section
	  	 	8.05	  	    	 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions
	  	 	90	  
				
	 Section
	  	 	8.06	  	    	 Repayment to Company
	  	 	90	  
				
	 Section
	  	 	8.07	  	    	 Reinstatement
	  	 	91	  
		
	 ARTICLE 9. AMENDMENT, SUPPLEMENT AND WAIVER
	  	 	91	  
				
	 Section
	  	 	9.01	  	    	 Without Consent of Holders of Notes
	  	 	91	  
				
	 Section
	  	 	9.02	  	    	 With Consent of Holders of Notes
	  	 	92	  
				
	 Section
	  	 	9.03	  	    	 Compliance with Trust Indenture Act
	  	 	93	  
				
	 Section
	  	 	9.04	  	    	 Revocation and Effect of Consents
	  	 	93	  
				
	 Section
	  	 	9.05	  	    	 Notation on or Exchange of Notes
	  	 	94	  


  
 iii










											
	 Section
	  	 	9.06	  	    	 Trustee to Sign Amendments, etc.
	  	 	94	  
		
	 ARTICLE 10. GUARANTEES
	  	 	94	  
				
	 Section
	  	 	10.01	  	    	 Note Guarantee
	  	 	94	  
				
	 Section
	  	 	10.02	  	    	 Limitation on Guarantor Liability
	  	 	96	  
				
	 Section
	  	 	10.03	  	    	 Execution and Delivery of Note Guarantee
	  	 	96	  
				
	 Section
	  	 	10.04	  	    	 Guarantors May Consolidate, etc., on Certain Terms
	  	 	97	  
				
	 Section
	  	 	10.05	  	    	 Releases Following Sale of Assets
	  	 	98	  
				
	 Section
	  	 	10.06	  	    	 Subrogation
	  	 	98	  
				
	 Section
	  	 	10.07	  	    	 Benefits Acknowledged
	  	 	99	  
		
	 ARTICLE 11. SATISFACTION AND DISCHARGE
	  	 	99	  
				
	 Section
	  	 	11.01	  	    	 Satisfaction and Discharge
	  	 	99	  
				
	 Section
	  	 	11.02	  	    	 Application of Trust Money
	  	 	100	  
		
	 ARTICLE 12. MISCELLANEOUS
	  	 	100	  
				
	 Section
	  	 	12.01	  	    	 Trust Indenture Act Controls
	  	 	100	  
				
	 Section
	  	 	12.02	  	    	 Notices
	  	 	100	  
				
	 Section
	  	 	12.03	  	    	 Communication by Holders of Notes with Other Holders of Notes
	  	 	102	  
				
	 Section
	  	 	12.04	  	    	 Certificate and Opinion as to Conditions Precedent
	  	 	102	  
				
	 Section
	  	 	12.05	  	    	 Statements Required in Certificate or Opinion
	  	 	102	  
				
	 Section
	  	 	12.06	  	    	 Rules by Trustee and Agents
	  	 	103	  
				
	 Section
	  	 	12.07	  	    	No Personal Liability of Directors, Officers, Trustees, Employees, Shareholders, Partners and Principals	  	 	103	  
				
	 Section
	  	 	12.08	  	    	 Governing Law
	  	 	103	  
				
	 Section
	  	 	12.09	  	    	 Waiver of Jury Trial
	  	 	103	  
				
	 Section
	  	 	12.10	  	    	 Force Majeure
	  	 	103	  
				
	 Section
	  	 	12.11	  	    	 No Adverse Interpretation of Other Agreements
	  	 	104	  
				
	 Section
	  	 	12.12	  	    	 Successors
	  	 	104	  
				
	 Section
	  	 	12.13	  	    	 Agent for Service; Submission to Jurisdiction; Waiver of Immunities
	  	 	104	  
				
	 Section
	  	 	12.14	  	    	 Conversion of Currency
	  	 	105	  
				
	 Section
	  	 	12.15	  	    	 Currency Equivalent
	  	 	106	  
				
	 Section
	  	 	12.16	  	    	 Severability
	  	 	106	  
				
	 Section
	  	 	12.17	  	    	 Counterpart Originals
	  	 	106	  
				
	 Section
	  	 	12.18	  	    	 Table of Contents, Headings, etc.
	  	 	106	  


  
 iv 










					
	Exhibit A	  	 Form of Global Note

	Exhibit B	  	 Form of Certificate of Transfer

	Exhibit C	  	 Form of Certificate of Exchange

	Exhibit D	  	 Form of Certificate From Acquiring Institutional Accredited Investor

	Exhibit E	  	 Form of Notation of Guarantor

	Exhibit F	  	 Form of Supplemental Indenture to be Delivered by Subsequent Guarantors



  
 v 








 Cross-Reference Table 

 

			
	Trust Indenture Act Section	  	Indenture Section
	 310(a)(1)
	  	7.10
	       (a)(2)
	  	7.10
	       (a)(3)
	  	N.A.
	       (a)(4)
	  	N.A.
	       (a)(5)
	  	7.10
	       (b)
	  	7.10
	       (c)
	  	N.A.
	 311(a)
	  	7.11
	       (b)
	  	7.11
	       (c)
	  	N.A.
	 312(a)
	  	2.05
	       (b)
	  	12.03
	       (c)
	  	12.03
	 313(a)
	  	7.06
	       (b)(1)
	  	N.A.
	       (b)(2)
	  	7.07
	       (c)
	  	7.06;12.02
	       (d)
	  	7.06
	 314(a)
	  	4.03;12.02
	       (b)
	  	N.A.
	       (c)(1)
	  	12.04
	       (c)(2)
	  	12.04
	       (c)(3)
	  	N.A.
	       (d)
	  	N.A.
	       (e)
	  	12.05
	       (f)
	  	N.A.
	 315(a)
	  	7.01
	       (b)
	  	7.05;12.02
	       (c)
	  	7.01
	       (d)
	  	7.01
	       (e)
	  	6.14
	 316(a)(last sentence)
	  	2.09
	       (a)(1)(A)
	  	6.05
	       (a)(1)(B)
	  	6.04
	       (a)(2)
	  	N.A.
	       (b)
	  	6.07
	       (c)
	  	2.12; 9.04
	 317(a)(1)
	  	6.08
	       (a)(2)
	  	6.12
	       (b)
	  	2.04
	 318(a)
	  	12.01
	       (b)
	  	N.A.
	       (c)
	  	12.01
	 N.A. means not applicable.* This Cross Reference Table is not part of the Indenture.
	  	


  
 vi 









 INDENTURE dated as of April 7, 2011 among Millar Western Forest Products Ltd., a
corporation existing under the laws of the Province of Alberta (the “Company”), The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”), and BNY Trust Company of Canada, as co-trustee
(the “Co-Trustee”). 
 The Company, the Trustee and the Co-Trustee agree as follows for the benefit of each
other and for the equal and ratable benefit of the Holders of the 8.5% Senior Notes due 2021 (the “Notes”): 

ARTICLE 1. 

DEFINITIONS AND INCORPORATION 
 BY REFERENCE 
 Section 1.01 Definitions. 

“144A Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and
the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

 “ABCA” means the Business Corporations Act (Alberta). 

“Acquired Indebtedness” means Indebtedness of a Person (including an Unrestricted Subsidiary) or any of its Subsidiaries
existing at the time such Person becomes a Restricted Subsidiary or is merged into or consolidated with the Company or a Restricted Subsidiary or which is assumed in connection with the acquisition of assets from such Person and, in each case, not
incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary or such merger, consolidation or acquisition. 
 “Additional Notes” means Notes other than the Initial Notes issued under this Indenture in accordance with Sections 2.02 and 4.09 hereof, as part of the same class as the Initial Notes.

 “Affiliate” means, with respect to any specific Person, any other Person (including, without limitation,
such Person’s issue, siblings and spouse) that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person. For the purposes of this definition,
“control” (including, with correlative meanings, the terms “controlling,” “controlled by,” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of
the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. 
 “Agent” means any Registrar, Paying Agent or co-registrar. 

“Applicable Premium” means, as determined by the Company, with respect to any Note on any applicable redemption date,
the greater of: (1) 1.0% of the principal amount of such Note; and (2) the excess, if any, of: (a) the present value at such redemption date of (i) the redemption 

  
 1 








 
price of such Note at April 1, 2016 (such redemption price being set forth in the table appearing in Section 3.07 hereof) plus (ii) all required interest payments (excluding
accrued and unpaid interest to such redemption date) due on such Note through April 1, 2016, computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over (b) the principal amount of such
Note. 
 “Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests
in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange. 
 “Asset Acquisition” means (a) an Investment by the Company or any Restricted Subsidiary in any other Person pursuant to which such Person becomes a Restricted Subsidiary, or shall be
merged with or into the Company or any Restricted Subsidiary or (b) the acquisition by the Company or any Restricted Subsidiary of the assets of any Person (other than a Restricted Subsidiary) which constitute all or substantially all of the
assets of such Person or comprise any division or line of business of such Person or any other properties or assets of such Person other than in the ordinary course of business. 

“Asset Sale” means any direct or indirect sale, issuance, conveyance, assignment, transfer, lease (other than operating
leases entered into in the ordinary course of business) or other disposition (including pursuant to any Sale and Lease-Back Transaction), other than to the Company or any of its Restricted Subsidiaries, in any single transaction or series of related
transactions of: 
  

	 	(1)	any Capital Stock of any Restricted Subsidiary (other than Preferred Stock of Restricted Subsidiaries issued in compliance with the covenant described under
Section 4.09 and other than directors’ qualifying shares or shares required by applicable law to be held by a Person other than the Company or a Restricted Subsidiary); or 


 

	 	(2)	any other property or assets (including any interest therein, but excluding the Capital Stock of, or other Investment in, Unrestricted Subsidiaries) of the Company or
of any Restricted Subsidiary thereof outside of the ordinary course of business; 

 provided that Asset
Sales shall not include: 
 (1) a transaction or series of related transactions for which the Company or its Restricted
Subsidiaries receive aggregate consideration of less than $5.0 million; 
 (2) the sale, lease, conveyance, disposition or other
transfer of all or substantially all of the assets of the Company as permitted under Section 5.01 or Section 4.15; 

(3) sales of property or equipment that has become worn out, obsolete or damaged or otherwise unsuitable for use in connection with
the business of the Company or any Restricted Subsidiary, as the case may be; 
 (4) the sale of inventory in the ordinary
course of business; 

  
 2 








 (5) any Permitted Investment or Restricted Payment made in compliance with Section 4.07;

 (6) the sale or other disposition of cash or Cash Equivalents, or the sale of accounts receivable in connection with the
compromise, settlement or collection thereof; 
 (7) the sale or grant of licenses or sublicenses to use patents, trade
secrets, know-how and other intellectual property to the extent not materially interfering with the business of the Company and the Restricted Subsidiaries taken as a whole; 
 (8) the lease, assignment or sublease of real property in the ordinary course of business; 
 (9) the disposition of assets received in settlement of obligations owing to the Company or any Restricted Subsidiary, which obligations were incurred in the ordinary course of business; 

(10) the granting of a Lien permitted under this Indenture or the foreclosure of assets of the Company or any of its Restricted
Subsidiaries to the extent not constituting a Default; 
 (11) the disposition of Capital Stock of a Restricted Subsidiary
to a Person from whom the Company or a Restricted Subsidiary acquires assets as consideration for such assets; 
 (12) the
unwinding of any Interest Rate Agreement, Currency Agreement, Commodity Agreement or other hedging agreement; 
 (13) the
surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind; 

(14) any financing transaction with respect to property built or acquired by the Company or any Restricted Subsidiary after the Issue
Date, including Sale and Lease-Back Transactions permitted by this Indenture; and 
 (15) the sale of Capital Stock of an
Unrestricted Subsidiary. 
 “Attributable Indebtedness” in respect of a Sale and Lease-Back Transaction means,
as at the time of determination, the greater of (i) the Fair Market Value of the property subject to such arrangement and (ii) the present value (discounted according to GAAP at the cost of indebtedness implied in the Sale and Lease-Back
Transaction) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and Lease-Back transaction (including any period for which such lease has been extended). 

“Bankruptcy Law” means Title 11, U.S. Code, the Bankruptcy and Insolvency Act (Canada) or any similar United States
federal or state law or Canadian federal or provincial law for the relief of debtors. 

  
 3 








 “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and
Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” shall be deemed to have
beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent
condition. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning. 

“Board of Directors” means, as to any Person, the board of directors of such Person and any duly authorized committee
thereof. 
 “Broker-Dealer” has the meaning set forth in the Registration Rights Agreement. 

“Business Day” means any day other than a Legal Holiday. 

“Capital Stock” means, with respect to any Person, any and all shares, interests, participations or other equivalents
(however designated and whether or not voting) of corporate stock, partnership interests or any other participation, right or other interest in the nature of an equity interest in such Person including, without limitation, Common Stock and Preferred
Stock of such Person, or any option, warrant or other security convertible into any of the foregoing. 
 “Capitalized
Lease Obligations” means with respect to any Person, Indebtedness represented by obligations under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP in effect on the Issue Date, and the
amount of such Indebtedness shall be the capitalized amount of such obligations determined in accordance with GAAP in effect on the Issue Date. 
 “Cash Equivalents” means: 
  

	 	(1)	marketable direct obligations issued by, or unconditionally guaranteed by, the United States or Canadian Government or issued by any agency thereof and backed by the
full faith and credit of the United States or Canada, in each case maturing within one year from the date of acquisition thereof; 

  

	 	(2)	marketable direct obligations issued by any state of the United States of America or any province of Canada or any political subdivision of any such state or province,
as the case may be, or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either Standard & Poor’s
Ratings Group (“S&P”) or Moody’s Investors Service, Inc. (“Moody’s”); provided that, in the event that any such obligation is not rated by S&P or Moody’s, such obligation shall have the highest
rating from Dominion Bond Rating Service Limited (“DBRS”); 

  

	 	(3)	commercial paper maturing no more than one year from the date of creation thereof and, at the time of acquisition, having a rating of at least R-1 (low) from DBRS or
A-2 from S&P or at least P-2 from Moody’s; 


  
 4 









	 	(4)	certificates of deposit or bankers’ acceptances maturing within one year from the date of acquisition thereof issued by any bank organized under the laws of the
United States of America or Canada or any state or province, as the case may be, thereof or the District of Columbia or any U.S. or Canadian branch of a foreign bank having at the date of acquisition thereof combined capital and surplus of not less
than US$250,000,000; 

  

	 	(5)	repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (1) above entered into with any bank
meeting the qualifications specified in clause (4) above; and 

  

	 	(6)	investments in money market funds which invest substantially all their assets in securities of the types described in clauses (1) through (5) above.


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

 

	 	(1)	the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger, amalgamation or consolidation), in one or a series of
related transactions, of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than
the Permitted Holders; 

  

	 	(2)	the adoption of a plan relating to the liquidation or dissolution of the Company; 


 

	 	(3)	any Person or group of related Persons for purposes of Section 13(d) of the Exchange Act (“Group”), other than Permitted Holders, becomes the beneficial
owner (as defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act), directly or indirectly, of 50% or more of the total voting power of the Common Stock of the Company; 


 

	 	(4)	there shall be consummated any amalgamation, consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to
which the Common Stock of the Company would be converted into cash, securities or other property, other than an amalgamation, consolidation or merger of the Company in which the holders of the Common Stock of the Company outstanding immediately
prior to the amalgamation, consolidation or merger hold, directly or indirectly, at least a majority of the Common Stock of the surviving corporation immediately after such amalgamation, consolidation or merger; or 


 

	 	(5)	during any period of two consecutive years commencing after the Company’s initial public offering of Common Stock, individuals who at the beginning of such period
constituted the Board of Directors of the Company (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Company has been approved by a majority of the directors then
still in office who either were directors at the beginning of such period or whose election or recommendation for election was previously so approved) cease to constitute a majority of the Board of Directors of the Company. 



  
 5 








 “Clearstream” means Clearstream Banking S.A. 

“Commission” means the United States Securities and Exchange Commission. 

“Commodity Agreement” means, in respect of a Person, any forward contract, commodity swap agreement, commodity option
agreement or other similar agreement or arrangement designed to protect such Person against fluctuations in commodity prices and not for speculative purposes. 
 “Common Stock” of any Person means all Capital Stock of such Person that is generally entitled to (i) vote in the election of directors of such Person or (ii) if such Person is
not a corporation, vote or otherwise participate in the selection of the governing body, partners, managers or others that will control the management and policies of such Person. 

“Company” means Millar Western Forest Products Ltd., and any and all successors thereto. 

“Company Request” or “Company Order” means a written request or order signed in the name of the Company
by one or more of its Chairman, Chief Executive Officer, President, Chief Financial Officer, any Vice President, its Treasurer or its Secretary, and delivered to the Trustee. 
 “Consolidated Fixed Charge Coverage Ratio” means, with respect to any Person, the ratio of EBITDA of such Person for the four most recent consecutive fiscal quarters (the “Four
Quarter Period”) ending on or prior to the date of determination to Consolidated Fixed Charges of such Person for such Four Quarter Period. In addition to and without limitation of the foregoing, for purposes of this definition,
“EBITDA” and “Consolidated Fixed Charges” shall be calculated after giving effect on a pro forma basis to: 
 (1) the incurrence or repayment of any Indebtedness of such Person or any of its Restricted Subsidiaries (and the application of the proceeds thereof) giving rise to the need to make such
calculation, as if such incurrence or repayment, as the case may be (and the application of the proceeds thereof), occurred on the first day of such Four Quarter Period; 
 (2) any incurrence or repayment of other Indebtedness (and the application of the proceeds thereof), occurring on or after the first day of the Four Quarter Period and on or prior to the date of
determination, as if such incurrence or repayment, as the case may be (and the application of the proceeds thereof), occurred on the first day of such Four Quarter Period; and 
 (3) any Asset Sales or Asset Acquisitions (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of the Company or one of its Restricted
Subsidiaries (including any Person who becomes a Restricted Subsidiary as a result of the Asset Acquisition) incurring, assuming or otherwise being liable for Acquired Indebtedness and also including any EBITDA attributable to the assets which are
the subject of the Asset Sale or Asset Acquisition during the Four Quarter Period) occurring on or after the first day of the Four Quarter Period and on or prior to the date of determination, as if such Asset Sale or Asset Acquisition (including the
incurrence, assumption or liability for any such Acquired Indebtedness) occurred on the first day of such Four Quarter Period. 

  
 6 








 “Consolidated Fixed Charges” means, with respect to any Person, for any
period, the sum, without duplication, of: 
 (1) Consolidated Interest Expense; plus 

(2) the product of (x) the amount of all dividend payments (to any Person other than the Company or a Restricted
Subsidiary) on any series of Disqualified Capital Stock of such Person or Preferred Stock of a Restricted Subsidiary of such Person (other than dividends paid in Capital Stock or Preferred Stock of a Restricted Subsidiary of such Person (other than
Disqualified Capital Stock)) paid, accrued or scheduled to be paid or accrued during such period times and (y) a fraction, the numerator of which is one and the denominator of which is one minus the then current effective consolidated
federal, state, provincial and local tax rate of such Person, expressed as a decimal. 
 “Consolidated Interest
Expense” means, with respect to any Person, for any period, the sum, without duplication, of: 
 (1) the aggregate
amount of interest charges (excluding fees and expenses incurred in connection with the Offering), whether expensed or capitalized, incurred or accrued by such Person and its Restricted Subsidiaries, determined on a consolidated basis in accordance
with GAAP for such period (including non cash interest payments); plus  
 (2) to the extent not included in clause
(1) above, an amount equal to the sum of: 
  

	 	(a)	imputed interest included in Capitalized Lease Obligations; 

  

	 	(b)	all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing; 


 

	 	(c)	the net costs associated with Interest Rate Agreements, Currency Agreements, Commodity Agreements and other hedging obligations, excluding non-cash mark to market
adjustments; 

  

	 	(d)	the interest portion of any deferred payment obligations; 

  

	 	(e)	amortization of discount or premium on Indebtedness, if any; 

  

	 	(f)	all capitalized interest and all accrued interest; 

  

	 	(g)	all other non cash interest expense; 

  

	 	(h)	all interest paid under any guarantee of Indebtedness (including a guarantee of principal, interest or any combination thereof) of any Person; and



  
 7 









	 	(i)	the amount of all payments charged to shareholder’s equity on any “compound financial instrument” (as described under GAAP) paid, accrued or scheduled to
be paid or accrued during such period; minus  

 (3) interest income of such Person and its Restricted
Subsidiaries, determined on a consolidated basis in accordance with GAAP for such period. 
 For purposes of calculating
Consolidated Interest Expense on a pro forma basis: 
 (1) interest on Indebtedness bearing a floating rate of interest
shall be calculated using the interest rate in effect at the time of determination, taking into account on a pro forma basis any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term at
the date of determination of at least 12 months; and 
 (2) if Indebtedness was incurred under a revolving credit facility,
the interest expense on such Indebtedness shall be calculated based upon the average daily balance of such Indebtedness during the applicable period. 
 “Consolidated Net Income” means, with respect to any Person, for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a
consolidated basis, determined in accordance with GAAP; provided that: 
  

	 	(1)	the Net Income of any Person, other than the referent Person or a Restricted Subsidiary of the referent Person, shall be excluded, except to the extent of the amount of
cash dividends or distributions actually received by the referent Person or a Restricted Subsidiary of the referent Person; 

  

	 	(2)	the Net Income of any Restricted Subsidiary of the Person in question that is subject to any restriction or limitation on the payment of dividends or the making of
other distributions (other than pursuant to the Notes or this Indenture) shall be excluded to the extent of such restriction or limitation; 

  

	 	(3)	(a) in calculating Consolidated Net Income for purposes of clause 3(i) under Section 4.07, the Net Income of any Person acquired for any period prior to the
date of such acquisition shall be excluded and (b) any net after-tax gain or loss resulting from an Asset Sale by the Person in question or any of its Restricted Subsidiaries other than in the ordinary course of business shall be excluded;


  

	 	(4)	after-tax items classified as extraordinary or unusual, non-recurring gains or losses and any foreign exchange gains and losses shall be excluded;


  

	 	(5)	income or loss attributable to discontinued operations (including, without limitation, operations disposed of during such period whether or not such operations were
classified as discontinued) shall be excluded; 

  

	 	(6)	the cumulative effect of a change in accounting principles after the Issue Date shall be excluded; 


  
 8 









	 	(7)	any restoration to income or any contingency reserve of an extraordinary, non-recurring or unusual nature shall be excluded, except to the extent that provision for
such reserve was made out of Consolidated Net Income accrued at any time subsequent to the Issue Date; 

  

	 	(8)	any non-cash charges related to asset impairment or write-down of goodwill under GAAP will be excluded; 


 

	 	(9)	unrealized non-cash gains and losses with respect to Interest Rate Agreements, Currency Agreements, Commodity Agreements and other hedging obligations will be excluded;
and 

  

	 	(10)	any non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights will be excluded.


 “Corporate Services Agreements” means (i) the Corporate Services Agreement, dated as of
May 13, 1998, between the Company and Industries, as in effect on the Issue Date, and (ii) the Trademark Licensing Agreement, dated as of May 13, 1998, between the Company and Industries, as in effect on the Issue Date, and, in the
case of each of clause (i) and (ii), any amendment thereto so long as any such amendment does not materially alter the character or extent of the financial and economic risks and obligations of the Company from those existing on the Issue Date.

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

“Co-Trustee” means the party named as such above until a successor replaces it in accordance with the applicable
provisions of this Indenture and thereafter means the successor serving hereunder. 
 “Credit Facilities” means
(i) one or more debt facilities or commercial paper facilities, in each case with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such
lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, (ii) debt securities, indentures or other forms of debt financing (including convertible or exchangeable instruments), or
(iii) instruments or agreements evidencing any other Indebtedness, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time. 

“Currency Agreement” means any foreign exchange contract, currency swap agreement or other similar agreement or
arrangement designed to protect the Company or any Restricted Subsidiary against fluctuations in currency values. 

“Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.


  
 9 








 “Default” means any event that is, or with the passage of time or the
giving of notice or both would be, an Event of Default. 
 “Definitive Note” means a certificated Note
registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit A hereto, except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of
Exchanges of Interests in the Global Note” attached thereto. 
 “Depositary” means, with respect to the
Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as Depositary hereunder and having become such
pursuant to the applicable provision of this Indenture. 
 “Designation” shall have the meaning set forth in
the definition of “Unrestricted Subsidiary”. 
 “Disqualified Capital Stock” means any Capital Stock
of a Person or a Restricted Subsidiary thereof which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder), or upon the happening of any event, matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (except, in each case, in accordance with a change of control provision, which provision has substantially the same
effect as under Section 4.15 hereof), in whole or in part, or is exchangeable into Indebtedness on or prior to the final maturity date of the Notes. 
 “EBITDA” means, with respect to any Person and its Restricted Subsidiaries, for any period, an amount equal to: 
 (1) the sum, without duplication; of: 
 (a) Consolidated Net
Income for such period; plus 
 (b) the provision for taxes for such period based on income or profits to
the extent such income or profits were included in computing Consolidated Net Income (minus any provision for taxes utilized in computing net loss under clause (a) hereof to the extent such provision reduced net loss); plus

 (c) Consolidated Fixed Charges for such period; plus 

(d) depreciation for such period on a consolidated basis, to the extent reducing Consolidated Net Income; plus

 (e) amortization for such period on a consolidated basis, to the extent reducing Consolidated Net Income;
plus 
 (f) debt extinguishment costs and expenses (including, without limitation, any costs or
expenses in connection with the transactions contemplated in the Offering Circular); plus 

  
 10 









 (g) transaction costs, fees and expenses in connection with any acquisition
or disposition of assets or issuance or repayment of Indebtedness or Capital Stock (whether or not successful) by the Company or any Restricted Subsidiary; plus 

(h) any other non-cash items reducing Consolidated Net Income for such period; minus  

(2) all non-cash items increasing Consolidated Net Income for such period; minus 

(3) all cash payments during such period relating to non-cash charges that were added back in determining EBITDA in any prior
period, determined on a consolidated basis with respect to the Company and its Restricted Subsidiaries. 

“Euroclear” means Euroclear S.A./N.V., as operator of the Euroclear system. 

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations of the
Commission promulgated thereunder. 
 “Exchange Notes” means the Notes issued in the Exchange Offer pursuant to
Section 2.06(f) hereof. 
 “Exchange Offer” has the meaning set forth in the Registration Rights Agreement.

 “Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights Agreement.

 “Fair Market Value” means, with respect to any asset or property, the price which could be negotiated in an
arm’s-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction. Fair Market Value shall be determined by the Board of
Directors of the Company acting reasonably and in good faith and, in the case of determination involving assets or property in excess of $2.0 million shall be evidenced by a resolution of the Board of Directors of the Company delivered to the
Trustee. 
 “GAAP” means generally accepted accounting principles consistently applied as in effect in Canada
from time to time, including International Financial Reporting Standards as issued by the International Financial Accounting Standards Board. 
 “Global Note Legend” means the legend set forth in Section 2.06(g)(ii), which is required to be placed on all Global Notes issued under this Indenture. 

“Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global
Notes, substantially in the form of Exhibit A hereto, issued in accordance with Section 2.01, 2.06(b)(iv), 2.06(d)(ii) or 2.06(f) hereof. 
 “Government Securities” means direct obligations of, or obligations guaranteed by, the United States of America, and the payment for which the United States pledges its full faith and
credit. 

  
 11 









 “Guarantee” means a guarantee of the Notes or Exchange Notes by a Guarantor
issued pursuant to the terms of this Indenture. 
 “Guarantors” means each Restricted Subsidiary that hereafter
becomes a Guarantor pursuant to this Indenture. 
 “Holder” means a Person in whose name a Note is registered
in the Note Register. 
 “incur” means, with respect to any Indebtedness or other obligation of any Person, to
create, issue, incur (by conversion, exchange or otherwise), assume, guarantee or otherwise become liable in respect of such indebtedness or other obligation or the recording, as required pursuant to GAAP or otherwise, of any such Indebtedness or
other obligation on the balance sheet of such Person (and “incurrence,” “incurred,” “incurrable,” and “incurring” shall have meanings correlative to the foregoing); provided that a change in GAAP that
results in an obligation of such Person that exists at such time becoming Indebtedness shall not be deemed an incurrence of such Indebtedness. 
 “Indebtedness” means (without duplication), with respect to any Person, any indebtedness at any time outstanding, secured or unsecured, contingent or otherwise, which is for borrowed
money (whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof), or evidenced by bonds, notes, debentures or similar instruments or representing the balance deferred and unpaid of the
purchase price of any property (excluding, without limitation, any balances that constitute accounts payable or trade payables, and other accrued liabilities arising in the ordinary course of business) if and to the extent any of the foregoing
indebtedness would appear as a liability upon a balance sheet (excluding Notes) of such Person prepared in accordance with GAAP, and shall also include, to the extent not otherwise included: 

 

	 	(1)	any Capitalized Lease Obligations of such Person; 

  

	 	(2)	obligations secured by a Lien to which any property or assets owned or held by such Person are subject, whether or not the obligation or obligations secured thereby
shall have been assumed, provided that, for the purposes of determining the amount of Indebtedness described in this clause, if recourse with respect to such Indebtedness is limited to such property or assets, the amount of such Indebtedness
shall be deemed to be the lesser of (A) the Fair Market Value of such property or assets and (B) the amount of such Indebtedness; 

  

	 	(3)	guarantees of items of other Persons which would be included within this definition for such other Persons (whether or not such items would appear upon the balance
sheet of the guarantor); 

  

	 	(4)	all obligations for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction; 


 

	 	(5)	 all Disqualified Capital Stock issued by such Person with the amount of Indebtedness represented by such Disqualified Capital Stock being equal to the
greater of its voluntary or involuntary liquidation preference and its maximum 



  
 12 










	 	
fixed repurchase price (for the purposes hereof, “maximum fixed repurchase price” of any Disqualified Capital Stock which does not have a fixed repurchase price shall be calculated in
accordance with the terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were repurchased on any date on which Indebtedness shall be required to be determined pursuant to this Indenture and if such price is based upon, or
measured by, the fair market value of such Disqualified Capital Stock, such price shall be the Fair Market Value of such Disqualified Capital Stock); 

  

	 	(6)	all Preferred Stock issued by a Restricted Subsidiary of such Person with the amount of Indebtedness represented by such Preferred Stock being equal to the greater of
its voluntary or involuntary liquidation preference and its maximum fixed repurchase price (for the purposes hereof, “maximum fixed repurchase price” of any Preferred Stock which does not have a fixed repurchase price shall be calculated
in accordance with the terms of such Preferred Stock as if such Preferred Stock were repurchased on any date on which Indebtedness shall be required to be determined pursuant to this Indenture and if such price is based upon, or measured by, the
fair market value of such Preferred Stock, such price shall be the Fair Market Value of such Preferred Stock); 

  

	 	(7)	obligations of any such Person under any Currency Agreement or any Interest Rate Agreement applicable to any of the foregoing or Commodity Agreement (if and to the
extent such Currency Agreement, Interest Rate Agreement or Commodity Agreement obligations would appear as a liability upon a balance sheet of such Person prepared in accordance with GAAP); and 


 

	 	(8)	Attributable Indebtedness of such Person. 

 The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and, with respect to contingent obligations, the
maximum liability upon the occurrence of the contingency giving rise to the obligation; provided that: 
 (1) the
amount outstanding at any time of any Indebtedness issued with original issue discount is the accreted value of such Indebtedness at such time as determined in conformity with GAAP; and 

(2) Indebtedness shall not include any liability for federal, provincial, state, local or other taxes. 

Notwithstanding any other provision of the foregoing definition, any trade payable arising from the purchase of goods or materials or for
services obtained in the ordinary course of business shall not be deemed to be Indebtedness of the Company or any of its Restricted Subsidiaries for purposes of this definition. Furthermore, guarantees of (or obligations with respect to letters of
credit supporting) Indebtedness otherwise included in the determination of such amount shall also not be included. 

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

  
 13 









 “Independent Financial Advisor” means an investment banking firm of
national reputation in the United States or Canada (i) which does not, and whose directors, officers and employees or Affiliates do not, have a direct or indirect financial interest in the Company or any of its Affiliates and (ii) which,
in the judgment of the Board of Directors of the Company, is otherwise independent and qualified to perform the task for which it is to be engaged. 
 “Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant. 
 “Industries” means Millar Western Industries Ltd. 

“Initial Notes” means the US$210,000,000 aggregate principal amount of Notes issued under this Indenture on the date
hereof. 
 “Institutional Accredited Investor” means an institution that is an “accredited investor”
within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who is not also a QIB. 

“Interest Payment Date” means April 1 and October 1 of each year to Stated Maturity. 

“Interest Rate Agreement” means, with respect to any Person, any interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement or other similar agreement designed to protect the party indicated therein against fluctuations in interest rates. 
 “Investments” means, with respect to any Person, directly or indirectly, any advance (or other extension of credit), account receivable (other than an account receivable arising in the
ordinary course of business of such Person), loan or capital contribution to (by means of transfers of cash or other Property to others, payments for Property or services for the account or use of others or otherwise), any guarantee of any
obligations or Indebtedness of any other Person, the purchase of any Capital Stock, bonds, notes, debentures, partnership or joint venture interests or other securities of, or other evidence of beneficial ownership of, or interest in any Person or
the making of any investment in any Person. Investments shall exclude (i) extensions of trade credit on commercially reasonable terms in accordance with normal trade practices of such Person and (ii) the repurchase by a Person of
securities of its own issue. For the purposes of Section 4.07, the amount of any Investment shall be the original cost of such Investment plus the cost of all additional Investments by the Company or any of its Restricted Subsidiaries,
without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment, reduced by the payment of dividends or distributions in connection with such Investment or any other amounts
received in respect of such Investment; provided that no such payment of dividends or distributions or receipt of any such other amounts shall reduce the amount of any Investment if such payment of dividends or distributions or receipt of any
such amounts would be included in Consolidated Net Income. In determining the amount of any Investment involving the transfer of any property or assets other than cash, such property or assets shall be valued at its or their Fair Market Value at the
time of such transfer, as determined in good faith by the Board of Directors of the Person making such transfer. 

  
 14 









 For purposes of Section 4.07: 

(1) “Investment” will include the portion (proportionate to the Company’s equity interest in a Restricted Subsidiary to be
designated as an Unrestricted Subsidiary) of the Fair Market Value of the net assets of such Restricted Subsidiary of the Company at the time that such Restricted Subsidiary is designated an Unrestricted Subsidiary; and 

(2) any property transferred to or from an Unrestricted Subsidiary will be valued at its Fair Market Value at the time of such
transfer, in each case as determined in good faith by the Board of Directors of the Company. 
 “Issue Date”
means the date the Notes are first issued by the Company and authenticated by the Trustee under this Indenture. 

“Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions in the City of New York,
the City of Toronto, the City of Edmonton, or in the City of the Corporate Trust Office of the Trustee are authorized by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be
made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period. 
 “Letter of Transmittal” means the letter of transmittal to be prepared by the Company and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer.

 “Lien” means, with respect to any property or assets of any Person, any mortgage or deed of trust, pledge,
hypothecation, assignment, deposit arrangement, security interest, lien, charge, easement, encumbrance, preference, priority, or other security agreement or preferential arrangement of any kind or nature whatsoever on or with respect to such
property or assets (including without limitation, any Capitalized Lease Obligation, conditional sales, or other title retention agreement having substantially the same economic effect as any of the foregoing). 

“Magnesium Sulphate Supply Agreement” means the Magnesium Sulphate Supply Agreement, dated August 15, 1988, between
Industries and Millar Western Pulp Ltd. (a predecessor of Industries), as in effect on the Issue Date, and any amendment thereto so long as any such amendment does not materially alter the character or extent of the financial and economic risks and
obligations of the Company from those existing on the Issue Date. 
 “Material Subsidiary” means, at any date
of determination: 
 (1) any Restricted Subsidiary that, together with its Subsidiaries that constitute Restricted Subsidiaries:

 (a) for the most recent fiscal year of the Company, accounted for more than 10.0% of the consolidated revenues of the
Company and the Restricted Subsidiaries; or 
 (b) as of the end of such fiscal year, owned more than 10.0% of the
consolidated assets of the Company and the Restricted Subsidiaries, all as set forth on the consolidated financial statements of the Company and the Restricted Subsidiaries for such year prepared in conformity with GAAP; and 

  
 15 









 (2) any Restricted Subsidiary which, when aggregated with all other Restricted Subsidiaries
that are not otherwise Material Restricted Subsidiaries and as to which any event described in clauses (g) or (h) of Section 6.01 has occurred, would constitute a Material Restricted Subsidiary under clause (1) of this
definition. 
 “Net Income” means, with respect to any Person, for any period, the net income (loss) of such
Person determined in accordance with GAAP. 
 “Net Proceeds” means, with respect to any Asset Sale: 

(1) cash received by the Company or any Restricted Subsidiary from such Asset Sale, after: 

(a) provision for all income or other taxes measured by or resulting from such Asset Sale; 

(b) payment of all brokerage commissions, underwriting and other fees and expenses, including without limitation,
legal, accounting and appraisal fees, related to such Asset Sale; 
 (c) provision for minority interest
holders in any Restricted Subsidiary as a result of such Asset Sale; 
 (d) deduction of appropriate amounts
to be provided by the Company or a Restricted Subsidiary as a reserve, in accordance with GAAP, against any liabilities associated with the assets sold or disposed of in such Asset Sale and retained by the Company or a Restricted Subsidiary after
such Asset Sale, including, without limitation, pension and other post employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with the assets sold or disposed of in such
Asset Sale; provided, however, that at such time as such amounts are no longer reserved or such reserve is no longer necessary, any remaining amounts shall become Net Proceeds to be allocated in accordance with Section 4.10; and

 (e) deduction of amounts required to be applied to the repayment of Indebtedness secured by a Lien on the
asset or assets that were subject to such Asset Sale; and 
 (2) promissory notes and other non-cash consideration received
by the Company or any Restricted Subsidiary from such Asset Sale or other disposition upon the liquidation or conversion of such notes or non cash consideration into cash. 
 “Non-U.S. Person” means a Person who is not a U.S. Person as defined in Rule 902(k) under the Securities Act. 
 “Note Guarantee” means the Guarantee by each Guarantor of the Company’s payment obligations under this Indenture and on the Notes, executed pursuant to the provisions of this
Indenture. 

  
 16 









 “Notes” has the meaning assigned to it in the preamble to this Indenture
and more particularly means any Note authenticated and delivered under this Indenture. For all purposes of this Indenture, the term “Notes” shall include any Additional Notes that may be issued under a supplemental indenture and,
for all purposes under this Indenture, both the Initial Notes and the Additional Notes shall be treated as a single class. 

“Offering Circular” means the offering circular of the Company dated March 31, 2011 relating to the sale of the
Initial Notes. 
 “Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive
Officer, the President, the Chief Operating Officer, the Chief Financial Officer, any Vice President, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person. 

“Officers’ Certificate” means a certificate signed on behalf of a Person by two Officers of such Person, one of
whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of such Person that meets the requirements of Section 12.05 hereof. 

“Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee, that meets the
requirements of Section 12.05 hereof. The counsel may be an employee of or counsel to the Company, or any Restricted Subsidiary. 
 “Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect
to DTC, shall include Euroclear and Clearstream). 
 “Permitted Holders” means: 

 

	 	(1)	James B. Millar and H. MacKenzie Millar; 

  

	 	(2)	the spouses, children and other lineal descendants of either of the persons referred to in clause (1) above; 


 

	 	(3)	the undistributed estate of any of the persons referred to in clauses (1) and (2) above; 


 

	 	(4)	any trust so long as one or more of the persons referred to in clause (2) above retains all of the beneficial interest thereunder; and 


 

	 	(5)	any Person at least a majority of the voting power of the outstanding Capital Stock of which is owned by any of the persons referred to in clauses (1), (2), (3) or
(4) above. 


  
 17 









 “Permitted Investments” means Investments made on or after the Issue Date
consisting of: 
  

	 	(1)	Investments by the Company, or by a Restricted Subsidiary thereof, in the Company or a Restricted Subsidiary; 


 

	 	(2)	Investments by the Company, or by a Restricted Subsidiary thereof, in a Person, if as a result of such Investment (a) such Person becomes a Restricted Subsidiary
or (b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary thereof, and in each case Investments held by such
Person provided that they are not acquired in contemplation thereof; 

  

	 	(3)	Investments in Cash Equivalents; 

  

	 	(4)	loans and advances made to employees not to exceed $5.0 million in the aggregate at any one time outstanding; 


 

	 	(5)	an Investment that is made by the Company or a Restricted Subsidiary thereof in the form of any Capital Stock, bonds, notes, debentures or other securities that are
issued by a third party to the Company or such Restricted Subsidiary solely as partial consideration for the consummation of an Asset Sale that is permitted under Section 4.10 hereof or of an asset sale not constituting an Asset Sale;


  

	 	(6)	other Investments in an amount not to exceed, together with the amount of all other Investments outstanding under this clause (6), at the time of such Investment and
after giving pro forma effect thereto, 7.5% of the consolidated tangible assets of the Company and its Restricted Subsidiaries as of the end of the most recent fiscal quarter for which consolidated financial statements are available ending on
or prior to the date of determination (with the amount of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided that if such Investment is in Capital Stock of a Person that
subsequently becomes a Restricted Subsidiary, such Investment shall thereafter be deemed permitted under clause (1) or (2) above and shall not be included as having been made pursuant to this clause (6); 


 

	 	(7)	any Investments by the Company or a Restricted Subsidiary received in compromise of claims, settlement of debts or disputes or satisfaction of judgments relating to
obligations payable to the Company or such Restricted Subsidiary, as the case may be, in its capacity as trade creditor or from customers, which obligations were incurred in the ordinary course of business, including pursuant to any plan of
reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; 

  

	 	(8)	Currency Agreements, Interest Rate Agreements and Commodity Agreements; 

  

	 	(9)	guarantees of Indebtedness issued in compliance with Section 4.09; and 


 

	 	(10)	Investments existing on the Issue Date. 


  
 18 









 “Permitted Liens” means: 

 

	 	(1)	Liens on Property or assets of, or any Capital Stock of, any corporation existing at the time such Property, assets or Capital Stock are acquired by the Company or any
of its Restricted Subsidiaries, whether by merger, amalgamation, consolidation, purchase of assets or otherwise; provided (x) that such liens are not created, incurred or assumed in connection with, or in contemplation of, such assets
being acquired by the Company or its Restricted Subsidiaries and (y) that any such Lien does not extend to or cover any Property, Capital Stock or Indebtedness other than the Property, Capital Stock or Indebtedness of such corporation;


  

	 	(2)	Liens securing Refinancing Indebtedness; provided that any such Lien does not extend to or cover any Property, Capital Stock or Indebtedness other than the
Property, Capital Stock or Indebtedness securing the Indebtedness so refunded, refinanced or extended; 

  

	 	(3)	Liens in favor of the Company or any Restricted Subsidiary; 

  

	 	(4)	Liens to secure Purchase Money Indebtedness or Capitalized Lease Obligations that are otherwise permitted to be incurred under this Indenture; provided that
(a) any such Lien is created solely for the purpose of securing Indebtedness representing, or incurred to finance, refinance or refund, the cost (including sales and excise taxes, installation and delivery charges and other direct costs of, and
other direct expenses paid or charged in connection with, such purchase or construction) of such Property and (b) such Lien does not extend to or cover any Property other than such Property, any improvements on such Property and any Property
attached, appurtenant or connected thereto; 

  

	 	(5)	statutory liens or landlords’, carriers’, warehousemen’s, unemployment insurance, surety or appeal bonds, mechanics’, suppliers’,
materialmen’s, repairmen’s or other like Liens imposed by law arising in the ordinary course of business and with respect to amounts not yet delinquent or being contested in good faith by appropriate proceedings, if a reserve or other
appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor; 

  

	 	(6)	Liens existing on the Issue Date; 

  

	 	(7)	Liens securing only the Notes or the Guarantees; 

  

	 	(8)	easements, reservation of rights of way, restrictions (including, but not limited to, zoning and building restrictions) and other similar easements, licenses,
restrictions on the use of Properties, or minor imperfections of title that in the aggregate are not material in amount and do not in any case materially detract from the Properties subject thereto or interfere with the ordinary conduct of the
business of the Company and its Restricted Subsidiaries; 

  

	 	(9)	Liens for taxes, assessments or governmental charges that are being contested in good faith by appropriate proceedings; provided that any reserve or other
appropriate provision as shall be required in conformity with GAAP shall have been made therefor; 


  
 19 










	 	(10)	Liens on inventory and receivables securing Indebtedness under a Credit Facility; 


 

	 	(11)	Liens securing obligations under Interest Rate Agreements, Currency Agreements and Commodity Agreements, in each case permitted to be incurred under this Indenture;


  

	 	(12)	Liens created or deposits made to secure the performance of tenders, bids, leases, statutory obligations, government contracts, performance bonds and other obligations
of a like nature incurred in the ordinary course of business; 

  

	 	(13)	Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;


  

	 	(14)	other Liens securing obligations incurred in the ordinary course of business, which obligations do not exceed $1.0 million in the aggregate at any one time outstanding;


  

	 	(15)	Liens arising pursuant to Sale and Lease-Back transactions entered into in compliance with this Indenture; 


 

	 	(16)	Liens securing Indebtedness permitted to be incurred under clause (x) of the second paragraph of Section 4.09 hereof; 


 

	 	(17)	Liens on the assets of a Restricted Subsidiary that is not a Guarantor; 

  

	 	(18)	Liens arising out of conditional sale, title retention, hire purchase, consignment or similar arrangements for the sale of goods; and 


 

	 	(19)	any extension, renewal or replacement, in whole or in part, of any Lien described in the foregoing clauses (1) through (18); provided that any such
extension, renewal or replacement shall be no more restrictive in any material respect than the Lien so extended, renewed or replaced and shall not extend to any other Property of the Company or its Subsidiaries other than such item of Property
originally covered by such Lien or by improvement thereon or additions or accessions thereto. 


“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint
stock company, trust, unincorporated organization or government (including any agency or political subdivision thereof). 

“Preferred Stock” means any Capital Stock of a Person, however designated, which entitles the holder thereof to a
preference with respect to dividends, distributions or liquidation proceeds of such Person over the holders of other Capital Stock issued by such Person. 

  
 20 









 “Private Placement Legend” means the legend set forth in
Section 2.06(g)(i) to be placed on all Notes issued under this Indenture, except where otherwise permitted by the provisions of this Indenture. 
 “Property” of any Person means all types of real, personal, tangible, intangible or mixed property owned by such Person whether or not included in the most recent consolidated balance
sheet of such Person and its Subsidiaries under GAAP. 
 “Purchase Money Indebtedness” means any Indebtedness
incurred by a Person to finance the cost (including the cost of construction, installation or improvement) of an item of property, the principal amount of which Indebtedness does not exceed the sum of (i) the lesser of (A) the Fair Market
Value of such property or (B) 100% of such cost and (ii) reasonable fees and expenses of such Person incurred in connection therewith. 
 “QIB” means a “qualified institutional buyer” as defined in Rule 144A. 
 “Record Date” for the interest or Special Interest, if any, payable on any Interest Payment Date means March 15th or September 15th (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date. 
 “Refinancing Indebtedness” means Indebtedness that
replaces, refunds, renews, refinances or extends any Indebtedness of the Company or a Restricted Subsidiary permitted to be incurred by the Company or its Restricted Subsidiaries pursuant to Section 4.09 hereof (other than pursuant to clauses
(i), (iv), (vi), (vii), (viii), (ix), (x), (xii), (xiv), (xvi) and (xvii) of the definition of Permitted Indebtedness), but only to the extent that: 
  

	 	(1)	the Refinancing Indebtedness is subordinated to the Notes to at least the same extent as the Indebtedness being replaced, refunded, renewed, refinanced or extended, if
at all; 

  

	 	(2)	the Refinancing Indebtedness is scheduled to mature either (a) no earlier than the Indebtedness being replaced, refunded, renewed, refinanced or extended, or
(b) after the maturity date of the Notes; 

  

	 	(3)	the portion, if any, of the Refinancing Indebtedness that is scheduled to mature on or prior to the maturity date of the Notes has a weighted average life to maturity
at the time such Refinancing Indebtedness is incurred that is equal to or greater than the weighted average life to maturity of the portion of the Indebtedness being replaced, refunded, renewed, refinanced or extended that is scheduled to mature on
or prior to the maturity date of the Notes; 

  

	 	(4)	such Refinancing Indebtedness is in an aggregate principal amount that is equal to or less than the sum of (a) the aggregate principal amount then outstanding
under the Indebtedness being replaced, refunded, renewed, refinanced or extended, (b) the amount of accrued and unpaid interest, if any, and reasonable premiums and (c) the amount of customary fees, expenses and costs related to the
incurrence of such Refinancing Indebtedness; and 


  
 21 










	 	(5)	such Refinancing Indebtedness is incurred by the same Person that initially incurred the Indebtedness being replaced, refunded, renewed, refinanced or extended, except
that the Company or a Guarantor may incur Refinancing Indebtedness to refund, refinance or extend Indebtedness of any Restricted Subsidiary. 

 “Registration Rights Agreement” means the Registration Rights Agreement, dated the date hereof by and among the Company and the other parties named on the signature pages thereof, as such
agreement may be amended, modified or supplemented from time to time and, with respect to any Additional Notes, one or more registration rights agreements between the Company and the other parties thereto, as such agreement(s) may be amended,
modified or supplemented from time to time, relating to rights given by the Company to the purchasers of Additional Notes to register such Additional Notes under the Securities Act. 

“Regulation S” means Regulation S promulgated under the Securities Act. 

“Regulation S Global Note” means a Global Note in the form of Exhibit A hereto bearing the Global Note Legend (but
without the Private Placement Legend) and deposited with or on behalf of and registered in the name of the Depositary or its nominee. 
 “Replacement Assets” means (i) properties or assets (other than cash or Cash Equivalents or any Capital Stock or other security) that will be used or useful in the business of the
Company or its Restricted Subsidiaries as conducted on the Issue Date, or in businesses similar to or ancillary to the business of the Company or its Restricted Subsidiaries as conducted on the Issue Date or that replaces assets subject to an Asset
Sale or (ii) Capital Stock of any Person that will become on the date of acquisition thereof a Restricted Subsidiary as a result of such acquisition. 
 “Responsible Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice
president, senior associate, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers,
respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture. 

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend. 

“Restricted Global Note” means a Global Note bearing the Private Placement Legend. 

“Restricted Subsidiary” means a Subsidiary of the Company other than an Unrestricted Subsidiary. The Board of Directors
of the Company may designate any Unrestricted Subsidiary or any Person that is to become a Subsidiary as a Restricted Subsidiary if immediately after giving effect to such action (and treating any Indebtedness of such Subsidiary as having been
incurred at the time of such action), (i) such Indebtedness is permitted pursuant to Section 4.09 hereof and (ii) no Default or Event of Default shall have occurred and be continuing. 

“Rule 144” means Rule 144 promulgated under the Securities Act. 

  
 22 









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

 “Rule 903” means Rule 903 promulgated under the Securities Act. 

“Rule 904” means Rule 904 promulgated the Securities Act. 

“Sale and Lease-Back Transaction” means any arrangement with any Person providing for the leasing by the Company or any
Restricted Subsidiary of any real or tangible personal property, which property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person in contemplation of such leasing. 

“Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission
promulgated thereunder. 
 “Shelf Registration Statement” means the Shelf Registration Statement as defined in
the Registration Rights Agreement. 
 “Significant Subsidiary” means any Subsidiary that would be a
“significant subsidiary” as defined in Article 1, Rule 1–02 of Regulation S–X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date hereof. 

“Special Interest” means all special interest then owing pursuant to the Registration Rights Agreement. 

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the
date on which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal
prior to the date originally scheduled for the payment thereof. 
 “Subsidiary” of any specified Person means
any corporation, partnership, joint venture, limited liability company, association or other business entity, whether now existing or hereafter organized or acquired, (i) in the case of a corporation, of which more than 50% of the total voting
power of the Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, officers or trustees thereof is held by such first-named Person or any of its Subsidiaries; or (ii) in the case of a
partnership, joint venture, limited liability company, association or other business entity, with respect to which such first-named Person or any of its Subsidiaries has the power to direct or cause the direction of the management and policies of
such entity by contract or otherwise or if in accordance with GAAP such entity is consolidated with the first named Person for financial statement purposes. 
 “TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date on which this Indenture is qualified under the TIA. 

“Treasury Rate” means, as of any redemption date, the yield to maturity at the time of computation of United States
Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) which has become publicly available at least two Business Days prior to the redemption date (or, if such
Statistical 

  
 23 









 
Release is no longer published, any publicly available source or similar market data)) most nearly equal to the period from the redemption date to April 1, 2016; provided, however,
that if the period from the redemption date to April 1, 2016 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation
(calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the redemption date to April 1, 2016 is less than one year,
the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used. 
 “Trustee” means the party named as such above until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving
hereunder. 
 “Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not
required to bear the Private Placement Legend. 
 “Unrestricted Global Note” means a permanent Global Note,
substantially in the form of Exhibit A attached hereto, that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered
in the name of the Depositary, representing Notes that do not bear the Private Placement Legend. 
 “Unrestricted
Subsidiary” means (a) any Subsidiary of an Unrestricted Subsidiary and (b) any Subsidiary of the Company which is classified after the Issue Date as an Unrestricted Subsidiary by a resolution adopted by the Board of Directors of
the Company. 
 The Board of Directors of the Company may designate (a “Designation”) any Subsidiary of the Company (including
any newly acquired or newly formed Subsidiary or a Person becoming a Subsidiary through merger, consolidation or other acquisition transaction, or Investment therein) to be an Unrestricted Subsidiary only if: 

(1) such Subsidiary or any of its Subsidiaries does not own any Capital Stock or Indebtedness of, or own or hold any Lien on any property
of, the Company or any other Subsidiary of the Company which is not a Subsidiary of the Subsidiary to be so designated or otherwise an Unrestricted Subsidiary; and 
 (2) such designation and the Investment of the Company in such Subsidiary complies with Section 4.07. 
 “U.S.” and “United States” means the United States of America, its territories and possessions, any state of the United states, and the District of Columbia. 

“U.S. Dollar” and “US$” mean United States dollars. 

“U.S. Person” means a U.S. person as defined in Rule 902(k) under the Securities Act. 

  
 24 









 “Wholly-Owned Restricted Subsidiary” means any Restricted Subsidiary, all
of the outstanding voting securities (other than directors’ qualifying shares or similar requirements of law) of which are owned, directly or indirectly, by the Company or another Wholly-Owned Restricted Subsidiary. 

Section 1.02 Other Definitions. 
  

			
	 Term
	  	Defined in
Section
		
	 “Additional Amounts”
	  	4.18
		
	 “Affiliate Transaction”
	  	4.11
		
	 “Asset Sale Offer”
	  	4.10
		
	 “Asset Sale Payment”
	  	4.10
		
	 “Canadian Trustee”
	  	7.12
		
	 “Change of Control Offer”
	  	4.15
		
	 “Change of Control Payment”
	  	4.15
		
	 “Covenant Defeasance”
	  	8.03
		
	 “DTC”
	  	2.03
		
	 “Event of Default”
	  	6.01
		
	 “Excess Proceeds”
	  	4.10
		
	 “Excluded Holder”
	  	4.18
		
	 “First Currency”
	  	12.15
		
	 “Initial Default”
	  	6.01
		
	 “Initial Lien”
	  	4.12
		
	 “judgment currency”
	  	12.14
		
	 “Legal Defeasance”
	  	8.02
		
	 “Note Register”
	  	2.03


  
 25 










			
	 Term
	  	Defined in
Section
		
	 “Offer Amount”
	  	3.09
		
	 “Offer Period”
	  	3.09
		
	 “Other Currency”
	  	12.15
		
	 “Paying Agent”
	  	2.03
		
	 “Payment Default”
	  	6.01
		
	 “Permitted Indebtedness”
	  	4.09
		
	 “Purchase Date”
	  	3.09
		
	 “Registrar”
	  	2.03
		
	 “Repurchase Offer”
	  	3.09
		
	 “Restricted Payments”
	  	4.07
		
	 “Successor Company”
	  	5.01
		
	 “Taxes”
	  	4.18

 Section 1.03 Incorporation by Reference of Trust Indenture Act. 

Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.

 The following TIA terms used in this Indenture have the following meanings: 

“indenture securities” means the Notes; 
 “indenture security Holder” means a Holder of a Note; 

“indenture to be qualified” means this Indenture; 

“indenture trustee” or “institutional trustee” means the Trustee; and 

“obligor” on the Notes and the Note Guarantees means the Company and the Guarantors, respectively, and any successor
obligor upon the Notes and the Note Guarantees, respectively. 

  
 26 









 All other terms used in this Indenture that are defined by the TIA, defined by TIA reference
to another statute or defined by Commission rule under the TIA have the meanings so assigned to them. 
 Section 1.04 Rules of
Construction. 
 Unless the context otherwise requires: 

(a) a term has the meaning assigned to it; 
 (b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; 
 (c) “or” is not exclusive; 
 (d) words in the singular include the
plural, and in the plural include the singular; 
 (e) provisions apply to successive events and transactions; 

(f) references to sections of, or rules under, the Securities Act shall be deemed to include substitute, replacement or successor
sections or rules adopted by the Commission from time to time; 
 (g) unless the context otherwise requires, any reference to an
“Article”, “Section” or “clause” refers to an Article, Section or clause, as the case may be of this Indenture; and 
 (h) the words “herein,” “hereof” and “hereunder” and other words of similar import, refer to this Indenture as a whole and not any particular Article, Section, clause or
other subdivision. 
 ARTICLE 2. 
 THE NOTES 
 Section 2.01 Form and Dating; Terms. 

(a) General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto.
The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of US$2,000 and integral multiples of US$1,000 in
excess thereof. 
 (b) The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part
of this Indenture and the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts
with this Indenture, this Indenture shall govern and be controlling. 

  
 27 









 (c) Global Notes. Notes issued in global form shall be substantially in the form of
Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached
hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and
each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or
increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the
Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. 
 (d) Terms. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. 

The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the
Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions
of this Indenture, the provisions of this Indenture shall govern and be controlling. 
 The Notes shall be subject to repurchase
by the Company pursuant to an Asset Sale Offer as provided in Section 4.10 hereof or a Change of Control Offer as provided in Section 4.15 hereof. The Notes shall not be redeemable, other than as provided in Article 3. 

Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Company without
notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes; and provided that the Company’s
ability to issue Additional Notes shall be subject to the Company’s compliance with Section 4.09 hereof. Any Additional Notes shall be issued with the benefit of an indenture supplemental to this Indenture. 

(e) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear
System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in
the Regulation S Global Notes that are held by Participants through Euroclear or Clearstream. 
 Section 2.02 Execution and
Authentication. 
 One or more Officers shall execute the Notes on behalf of the Company by manual or facsimile signature.

 If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall
nevertheless be valid. 

  
 28 









 A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this
Indenture. 
 The Trustee shall, upon a Company Order authenticate and deliver Notes for original issue in an aggregate
principal amount of US$210,000,000 for the Initial Notes and in an aggregate principal amount specified in a Company Order for any Additional Notes issued hereunder. 
 The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this
Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company. 
 Section 2.03 Registrar and Paying Agent for the Notes. 
 The Company
shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). The
Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes
any co- registrar and the term “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent or Registrar without prior notice to any Holder. The Company shall notify the Trustee in writing of the name and
address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of the Restricted Subsidiaries may act as Paying Agent or
Registrar. 
 The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with
respect to the Global Notes. 
 The Company initially appoints the Trustee to act as the Paying Agent and Registrar for the
Notes and to act as Custodian with respect to the Global Notes. 
 Section 2.04 Paying Agent to Hold Money in Trust. 

The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the
benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or Special Interest, if any, or interest on the Notes, and will notify the Trustee of any default by the Company in making any such
payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the
Trustee, the Paying Agent (if other than the Company or a Restricted Subsidiary) shall have no further liability for the money. If the Company or a Restricted Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for
the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee shall serve as Paying Agent for the Notes. 

  
 29 









 Section 2.05 Holder Lists. 

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and
addresses of all Holders, the principal amount of outstanding Notes owned by each such Holder, and the aggregate principal amount of Notes outstanding (in this Section 2.05, collectively referred to as the "Register Information"). If the
Trustee is not the Registrar, the Company shall furnish to the Trustee at least seven Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require setting out the Register Information. The Trustee or, if the Trustee is not the Registrar, the Company, shall furnish the Register Information to the Canadian Trustee within five Business Days following any change
thereto and at such other times as the Canadian Trustee may reasonably request in writing. Within 15 days after receiving a request from any Holder accompanied by a statutory declaration from such Holder in compliance with the ABCA, the Trustee
shall (and, subject to compliance by the Trustee or the Company, as applicable, with its obligations in the preceding sentence, upon receiving such a request from a Holder that is shown in the Note Register to be a resident of Canada, the Canadian
Trustee shall) furnish a list containing the then current Register Information to such Holder; provided that each of the Trustee and the Canadian Trustee shall be entitled to charge a reasonable fee for so doing. 

Section 2.06 Transfer and Exchange. 
 (a) Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred in whole and not in part only to a nominee of the Depositary, or
to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless (i) the Depositary (x) notifies the Company that it is unwilling or unable to
continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, and in either case, a successor Depositary is not appointed by the Company within 120 days, (ii) the Company is
required by law to exchange Global Notes for Definitive Notes and the Company delivers a written notice to the Trustee to such effect, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Notes. Upon the
occurrence of any of the preceding events in (i) to (iii) above, Definitive Notes shall be issued in such names and denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced as provided in
Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered
in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in (i) to (iii) above. A Global Note may not be exchanged for another Note other than as provided in this
Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof. 

  
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 (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer
and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall be
subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or
(ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable: 

(i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global
Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend. Beneficial interests in any
Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the
transfers described in this Section 2.06(b)(i). 
 (ii) All Other Transfers and Exchanges of Beneficial
Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(i) above, the transferor of such beneficial interest must deliver to the Registrar either
(A) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global
Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase
or (B) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the
beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or
exchange referred to in (1) above. Upon consummation of an Exchange Offer by the Company in accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the
Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global
Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof. 

(iii) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted
Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(ii) above and the Registrar receives
a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof. 

  
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 (iv) Transfer and Exchange of Beneficial Interests in a Restricted Global
Note for Beneficial Interests in the Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who
takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(ii) hereof and: 

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights
Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a
Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; 
 (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; 

(C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with
the Registration Rights Agreement; or 
 (D) the Registrar receives the following: 

(1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest
for a beneficial interest in an Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or 

(2) if the holder of such beneficial interest in a Restricted Global Note 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 Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an
Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no
longer required in order to maintain compliance with the Securities Act. 
 If any such transfer is effected pursuant to
subparagraph (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall
authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above. 

  
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 Beneficial interests in an Unrestricted Global Note can be exchanged for, or transferred to
Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note without any certification. 

(c) Transfer or Exchange of Beneficial Interests for Definitive Notes. 

(i) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial
interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then,
upon the occurrence of any of the preceding events in 2.06(a)(i) – (iii) and receipt by the Registrar of the following documentation: 
 (A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder substantially in
the form of Exhibit C hereto, including the certifications in item (2)(a) thereof; 
 (B) if such beneficial
interest is being transferred to a QIB in accordance with Rule 144A under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof; 

(C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with
Rule 903 or Rule 904 under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof; 

(D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the
Securities Act in accordance with Rule 144 under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof; 

(E) if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption
from the registration requirements of the Securities Act other than those listed in subparagraph (B) above, a certificate substantially in the form of Exhibit B hereto, including the certifications in item 3(d) thereof and such certificates and
Opinion of Counsel required by item (3) thereof, if applicable; or 
 (F) if such beneficial interest is
being transferred to the Company or any of its Restricted Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof, 

  
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 (G) if such beneficial interest is being transferred pursuant to an
effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof, 

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to
Section 2.06(h) hereof, and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for
a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a
beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein. 

(ii) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial
interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon
the occurrence of any of the preceding events in 2.06(a)(i) – (iii) and if: 
 (A) such exchange or
transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the
applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; 

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights
Agreement; 
 (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration
Statement in accordance with the Registration Rights Agreement; or 
 (D) the Registrar receives the following:

 (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such
beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or 

(2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest
to a Person who 

  
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shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder substantially in the form of Exhibit B hereto,
including the certifications in item (4) thereof; 
 and, in each such case set forth in this subparagraph (D), if the
Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 
 (iii) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial
interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon the occurrence of any of the preceding events in 2.06(a)(i) – (iii) and satisfaction
of the conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Company shall execute and
the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this
Section 2.06(c)(iii) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the
Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this
Section 2.06(c)(iii) shall not bear the Private Placement Legend. 
 (d) Transfer and Exchange of Definitive Notes for
Beneficial Interests. 
 (i) Restricted Definitive Notes to Beneficial Interests in Restricted Global
Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a
beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: 
 (A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of
Exhibit C hereto, including the certifications in item (2)(b) thereof; 
 (B) if such Restricted Definitive
Note is being transferred to a QIB in accordance with Rule 144A under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof; 

  
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 (C) if such Restricted Definitive Note is being transferred to a Non- U.S.
Person in an offshore transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof; 

(D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of
the Securities Act in accordance with Rule 144 under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof; 

(E) if such Restricted Definitive Note is being transferred to an Institutional Accredited Investor in reliance on an
exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate substantially in the form of Exhibit B hereto, including the certification in item 3(d)
thereof and such certificates and Opinion of Counsel required therein by such item, if applicable; or 
 (F) if
such Restricted Definitive Note is being transferred to the Company or any of its Restricted Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof, 

(G) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the
Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof, 
 the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note,
in the case of clause (B) above, the appropriate 144A Global Note, in the case of clause (C) above, the appropriate Regulation S Global Note. 
 (ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted
Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: 

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights
Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the
Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; 
 (B) such
transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; 

  
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 (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange
Offer Registration Statement in accordance with the Registration Rights Agreement; or 
 (D) the Registrar
receives the following: 
 (1) if the Holder of such Definitive Notes proposes to exchange such Notes for a
beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or 

(2) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery
thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; 

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an
Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no
longer required in order to maintain compliance with the Securities Act. 
 Upon satisfaction of the conditions
of any of the subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note. 

(iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an
Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note
at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global
Notes. 
 (iv) Unrestricted Definitive Notes to Beneficial Interests in Restricted Global Notes. A Holder
of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in a Restricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note
at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Restricted Global Notes.

 If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to
subparagraphs (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon 

  
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receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the
principal amount of Definitive Notes so transferred. 
 (e) Transfer and Exchange of Definitive Notes for Definitive Notes.
Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or
exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney,
duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e). 

(i) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred
to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following: 
 (A) if the transfer will be made pursuant to a QIB in accordance with Rule 144A under the Securities Act, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto,
including the certifications in item (1) thereof; 
 (B) if the transfer shall be made pursuant to Rule 903
or Rule 904 then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certificates in item (2) thereof; or 
 (C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto,
including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable. 
 (ii) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a
Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: 
 (A) such
exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of
Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; 

(B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights
Agreement; 

  
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 (C) any such transfer is effected by a Broker-Dealer pursuant to the
Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or 
 (D) the
Registrar receives the following: 
 (1) if the Holder of such Restricted Definitive Notes proposes to
exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or 

(2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take
delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; 

and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably
acceptable to the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain
compliance with the Securities Act. 
 (iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes.
A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the
Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof. 
 (f) Exchange Offer. Upon the
occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate (i) one or
more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Global Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they
are not broker-dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Company, and accepted for exchange in the Exchange Offer and
(ii) Definitive Notes in an aggregate principal amount equal to the principal amount of the Definitive Notes accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate
principal amount of the applicable Global Notes to be reduced accordingly, and the Company shall execute and the Trustee shall authenticate and deliver to the Persons designated by the Holders of Definitive Notes so accepted Definitive Notes in the
appropriate principal amount. Any Notes that remain outstanding after the consummation of the Exchange Offer, and Exchange Notes issued in connection with the Exchange Offer, shall be treated as a single class of securities under this Indenture.


  
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 (g) Legends. The following legends shall appear on the face of all Global Notes and
Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture. 
 (i) Private Placement Legend. 
 (A) Except as permitted by
subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form: 

“THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
(3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.” 

(B) Notwithstanding the foregoing, any Regulation S Global Note and any other Global Note or Definitive Note issued
pursuant to subparagraphs (b)(iv), (c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) to this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend. 

(ii) Global Note Legend. Each Global Note shall bear a legend in substantially the following form: 

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE 

  
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REQUIRED PURSUANT TO SECTION 2.06(h) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE
DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.” 

(h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been
exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11
hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and
if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall
be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase. 
 (i)
General Provisions Relating to Transfers and Exchanges. 
 (i) To permit registrations of transfers and
exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Company’s order or at the Registrar’s request. 

(ii) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive
Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar
governmental charge payable upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof). 
 (iii) Neither the Registrar nor the Company shall be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being
redeemed in part. 
 (iv) All Global Notes and Definitive Notes issued upon any registration of transfer or
exchange of Global Notes or Definitive Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration
of transfer or exchange. 

  
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 (v) The Company shall not be required (A) to issue, to register the
transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection,
(B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a
record date and the next succeeding Interest Payment Date. 
 (vi) Prior to due presentment for the registration
of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and
interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. 
 (vii) Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 4.02, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. 

(viii) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations
of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate
and deliver, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.02 hereof. 

(ix) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this
Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. 
 (x) The
Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any
transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when
expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. 
 (xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary. 

  
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 Section 2.07 Replacement Notes. 

If any mutilated Note is surrendered to the Trustee or the Company and the Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Note, the Company shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Company, an
indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Company may charge for its expenses in replacing a Note. 
 Every replacement Note is an additional obligation of
the Company and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. 
 Section 2.08 Outstanding Notes. 
 The Notes outstanding at any time are
all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those
described in this Section as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note. 

If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to
it that the replaced Note is held by a bona fide purchaser. 
 If the principal amount of any Note is considered paid
under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue. 
 If the Paying Agent (other
than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and
shall cease to accrue interest. 
 Section 2.09 Treasury Notes. 

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes
owned by the Company, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be considered as though not outstanding, except that for the purposes of determining
whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Notes so owned which have been pledged in good
faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or consent with respect to the Notes and that the pledgee is not the Company or any obligor
upon the Notes or any Affiliate of the Company or of such other obligor. 

  
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 Section 2.10 Temporary Notes. 

Until certificates representing Notes are ready for delivery, the Company may prepare and the Trustee, upon receipt of an Authentication
Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Company considers appropriate for temporary Notes and as shall be reasonably acceptable to the
Trustee. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes. 
 Holders of temporary Notes shall be entitled to all of the benefits of this Indenture. 

Section 2.11 Cancellation. 
 The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange
or payment. The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of cancelled Notes (subject to the record retention requirement of the Exchange
Act). Certification of the disposal of all cancelled Notes shall be delivered to the Company. The Company may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation. 

Section 2.12 Defaulted Interest. 
 If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to
the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Company shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid
on each Note and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such defaulted interest as provided in this Section 2.12. The
Trustee shall fix or cause to be fixed each such special record date and payment date; provided that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest. The Trustee shall
promptly notify the Company of such special record date. At least 15 days before the special record date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) shall mail or cause to be
mailed, first-class postage prepaid, to each Holder a notice at his or her address as it appears in the Note Register that states the special record date, the related payment date and the amount of such interest to be paid. 

Subject to the foregoing provisions of this Section 2.12, each Note delivered under this Indenture upon registration of transfer of
or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note. 

  
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 ARTICLE 3. 
 REDEMPTION 
 Section 3.01 Notices to Trustee. 

If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it shall furnish to the
Trustee, at least 30 days but not more than 60 days before a redemption date, an Officers’ Certificate setting forth (i) the clause of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date,
(iii) the principal amount of Notes to be redeemed and (iv) the redemption price. 
 Section 3.02 Selection of Notes to be
Redeemed. 
 If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee
shall select the Notes to be redeemed or purchased among the Holders of the Notes in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a
pro rata basis, by lot or by such other method the Trustee considers fair and appropriate, it being understood that as long as the Notes are held through DTC, the method of selection shall be determined by DTC in accordance with applicable
DTC procedures. In the event of partial redemption by lot, the particular Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the
outstanding Notes not previously called for redemption. 
 The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in the amount of US$2,000 or whole multiples of US$1,000 in excess
thereof; no Notes of US$1,000 or less can be redeemed in part, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of US$1,000, shall be redeemed. Except
as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. 
 Section 3.03 Notice of Redemption. 
 Subject to Section 3.09
hereof, at least 30 days but not more than 60 days before a redemption date (except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with Article 8 or Article 11 hereof) the
Company shall mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address. 
 The notice shall identify the Notes to be redeemed and shall state: 
 (a) the
redemption date; 

  
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 (b) the redemption price; 

(c) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption
date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Note; 
 (d) the name and address of the Paying Agent; 
 (e) that Notes called for
redemption must be surrendered to the Paying Agent to collect the redemption price; 
 (f) that, unless the Company defaults in
making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date; 

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

 (h) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or
printed on the Notes. 
 At the Company’s request, the Trustee shall give the notice of redemption in the Company’s
name and at its expense; provided that the Company shall have delivered to the Trustee, at least 35 days prior to the redemption date, an Officers’ Certificate requesting that the Trustee give such notice and setting forth the
information to be stated in such notice as provided in the preceding paragraph. 
 Section 3.04 Effect of Notice of Redemption.

 Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become
irrevocably due and payable on the redemption date at the redemption price. A notice of redemption may not be conditional. On and after the redemption date, interest ceases to accrue on Notes or portions of Notes called for redemption. 

Section 3.05 Deposit of Redemption Price. 
 One Business Day prior to the redemption date, the Company shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption price of and accrued and unpaid interest on all
Notes to be redeemed on that date. The Trustee or the Paying Agent shall promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption price of, and
accrued and unpaid interest on, all Notes to be redeemed. 
 If the Company complies with the provisions of the preceding
paragraph, on and after the redemption date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption. If a Note is redeemed on or after a Record Date but on or prior to the related Interest Payment Date, then any
accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such Record Date. If any Note called 

  
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for redemption shall not be so paid upon surrender for redemption because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal,
from the redemption date until such principal is paid, and to the extent lawful on any interest accrued to the redemption date not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

 Section 3.06 Notes Redeemed in Part. 
 Upon surrender of a Note that is redeemed in part, the Company shall issue and, upon the Company’s written request, the Trustee shall authenticate for the Holder at the expense of the Company a new
Note equal in principal amount to the unredeemed portion of the Note surrendered. 
 Section 3.07 Optional Redemption. 

(a) At any time prior to April 1, 2014, the Company may on any one or more occasions redeem up to 35% of the aggregate principal
amount of Notes issued under this Indenture, calculated after giving effect to the issuance of Additional Notes, if any, upon not less than 30 nor more than 60 days’ prior notice, at a redemption price of 108.5% of the principal amount, plus
accrued and unpaid interest and Special Interest, if any, to the redemption date, with the net cash proceeds of one or more issuances of Common Stock; provided that: 

(1) at least 65% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately
after the occurrence of such redemption (excluding Notes held by the Company and its Affiliates); and 
 (2) the
redemption occurs within 90 days of the date of the closing of such sale of Common Stock. 
 (b) Except pursuant to clause
(a) above and as described below under clauses (d) and (e) of this Section 3.07, the Notes will not be redeemable at the Company’s option before April 1, 2016. 

(c) On or after April 1, 2016, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’
prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Special Interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the
twelve-month period beginning on April 1 of the years indicated below: 
  

					
	Year	  	Percentage	 
	 2016
	  	 	104.250	% 
	 2017
	  	 	102.833	% 
	 2018
	  	 	101.417	% 
	 2019 and thereafter
	  	 	100.000	% 

 (d) The Notes may also be redeemed, in whole or in part, at any time prior to April 1, 2016 at the
option of the Company upon not less than 30 nor more than 60 days’ prior notice, at 

  
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a redemption price equal to 100.0% of the principal amount of the Notes redeemed plus the Applicable Premium (calculated by the Company) as of, and accrued and unpaid interest, if any, to, the
applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). 
 (e) Redemption for Changes in Canadian Withholding Taxes: The Company may redeem all, but not less than all, of the Notes at any time at 100% of the aggregate principal amount of the Notes, plus
accrued and unpaid interest and Special Interest, if any, on the Notes redeemed to the applicable redemption date, if the Company has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the
Notes, any Additional Amounts as a result of a change in the laws (including any regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in any official position regarding
the application or interpretation of such laws or regulations, which change is announced or becomes effective on or after the date of the Offering Circular. 
 (f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. 
 Section 3.08 Mandatory Redemption. 
 The Company shall not be required
to make mandatory redemption or sinking fund payments with respect to the Notes. 
 Section 3.09 Offer to Purchase by Application of
Excess Proceeds. 
 (a) In the event that, pursuant to Section 4.10 or 4.15 hereof, the Company shall be required to
commence an Asset Sale offer or a Change of Control Offer, as the case may be, (each, a “Repurchase Offer”), it shall follow the procedures specified below. 
 (b) The Repurchase Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the
“Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the principal amount of Notes required to be purchased pursuant to
Section 4.10 or 4.15, as applicable, (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same
manner as interest payments are made. 
 (c) If the Purchase Date is on or after a Record Date and on or before the related
Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to
the Repurchase Offer. 
 (d) Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, a notice
to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The
notice, which shall govern the terms of the Repurchase Offer, shall state: 
 (i) that the Repurchase Offer is
being made pursuant to this Section 3.09 and Section 4.10 or 4.15, as applicable, and the length of time the Repurchase Offer shall remain open. If the Repurchase Offer is a Change of Control Offer made pursuant to Section 4.15 such
notice shall describe the transaction or transactions that constitute the Change of Control and that all Notes tendered will be accepted for payment; 

  
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 (ii) the Offer Amount, the Asset Sale Payment or Change of Control
Payment, as applicable, and the Purchase Date; 
 (iii) that any Note not tendered or accepted for payment
shall continue to accrete or accrue interest; 
 (iv) that, unless the Company defaults in making such
payment, any Note accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest after the Purchase Date; 
 (v) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in integral multiples of US$1,000 only; 

(vi) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender
the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address
specified in the notice at least three days before the Purchase Date; 
 (vii) that Holders shall be
entitled to withdraw their election if the Company, the depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of
the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; 

(viii) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount required
pursuant to Section 4.10, the Company shall select the Notes to be purchased pursuant to Section 3.02 (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of US$2,000, or integral multiples
of US$1,000 in excess thereof, shall be purchased); and 
 (ix) that Holders whose Notes were purchased only
in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). 
 (e) On or before the Purchase Date, the Company shall, to the extent lawful, (1) accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof
tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has 

  
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been tendered, all Notes tendered, (2) deposit with the Paying Agent an amount equal to the Offer Amount in respect of all Notes, or portions thereof; properly tendered, and (3) shall
deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. 

(f) The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after
the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee, upon
written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by
the Company to the Holder thereof. The Company shall publicly announce the results of the Repurchase Offer on the Purchase Date. 
 Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. 

ARTICLE 4. 

COVENANTS 
 Section 4.01
Payment of Notes. 
 The Company shall pay or cause to be paid the principal of, premium, if any, Special Interest, if any,
and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Company or a Restricted Subsidiary thereof,
holds as of 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. 

The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the
then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Special Interest (without regard to any
applicable grace period) at the same rate to the extent lawful. 
 Section 4.02 Maintenance of Office or Agency. 

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

  
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 The Company may also from time to time designate one or more other offices or agencies where
the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain
an office or agency in the Borough of Manhattan in the City of New York for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office
or agency. 
 The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the
Company in accordance with Section 2.03 hereof. 
 Section 4.03 Reports to Holders. 

(a) Whether or not required by the Commission, so long as any Notes are outstanding, the Company will furnish to the Holders of Notes,
within the time periods specified in the Commission’s rules and regulations all quarterly and annual financial information that the Company would have been required to file with the Commission (i) on Forms 10-Q or 10-K if the Company were
required to file on such Forms, or (ii) on Forms 6-K, 20-F or 40-F, including in each case a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information
only, a report on the annual financial statements by the Company’s certified independent accountants. 
 (b) If the Company
is not subject to the periodic reporting requirements of the Exchange Act for any reason and the Company does not file the reports specified in Section 4.03(a) with the Commission within the time periods specified in Section 4.03(a), the
Company will post the reports referred to in the preceding paragraph on its website within the time periods that would apply if the Company were required to file those reports with the Commission. In addition, the Company and the Guarantors have
agreed that, for so long as any Notes remain outstanding, they will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act and including any information that would be required by clause (ii) of the preceding paragraph. 
 (c)
Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from
information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely exclusively on Officers’ Certificates). 

Section 4.04 Compliance Certificate. 
 (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, and within 90 days after the end of each fiscal quarter (other than the fourth fiscal quarter) ending after
the date hereof, a certificate from the principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Company and its Restricted Subsidiaries during the preceding fiscal year
has been made under the supervision of the signing Officers with a view to determining whether the Company has 

  
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kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the
Company has kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions, covenants and conditions of this Indenture
(or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto). 

(b) When any Default or Event of Default has occurred and is continuing under this Indenture, or if the Trustee for the Notes or the
holder of any other evidence of Indebtedness of the Company or any Subsidiary gives any notice or takes any other action with respect to a claimed Default or Event of Default, the Company shall as soon as practicable (and, in any event, within 10
days after the Company’s knowledge thereof) deliver to the Trustee by registered or certified mail or by facsimile transmission an Officers’ Certificate specifying such event and what action the Company proposes to take thereto.

 (c) The Company shall, whenever the Canadian Trustee so requires, furnish the Canadian Trustee with evidence in such form as
the Canadian Trustee may reasonably require as to compliance with any condition of the Indenture relating to any action or step required or permitted to be taken by the Company under the Indenture. 

Section 4.05 Taxes. 

The Company shall pay, and shall cause each of its Restricted Subsidiaries to pay, prior to delinquency, all material taxes, assessments,
and governmental levies except such as are contested in good faith and by appropriate negotiations or proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes. 

Section 4.06 Stay, Extension and Usury Laws. 
 The Company and each of the Guarantors covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or
advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company and each of the Guarantors (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and
permit the execution of every such power as though no such law has been enacted. 
 Section 4.07 Limitation on Restricted Payments.

 The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly:

 (a) declare or pay any dividend or any other distribution or payment on Capital Stock of the Company or any Restricted
Subsidiary or make any payment to the direct or indirect holders (in their capacities as such) of Capital Stock of the Company or any Restricted 

  
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Subsidiary (other than (x) dividends or distributions payable solely in Capital Stock (other than Disqualified Capital Stock) of the Company, and (y) in the case of Restricted
Subsidiaries of the Company, dividends or distributions payable to the Company or to a Restricted Subsidiary); 

(b) purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Company (other than Capital Stock owned by
the Company or a Restricted Subsidiary) or any Capital Stock of any direct or indirect parent of the Company; 
 (c) make
any principal payment on, or purchase, defease, repurchase, redeem or otherwise acquire or retire for value, prior to any scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Indebtedness of the Company or any Guarantor
which is subordinated in right of payment to the Notes or such Guarantor’s Guarantee, as the case may be (other than any subordinated Indebtedness held by the Company or any Restricted Subsidiary or any such Indebtedness acquired in
anticipation of satisfying a scheduled sinking fund obligation, principal installment or final maturity in each case due within one year of the date of acquisition); or 
 (d) make any Investment other than a Permitted Investment; 
 (all such payments and other
actions set forth in clauses (a) through (d) above being collectively referred to as “Restricted Payments”) unless, at the time of and after giving effect to such Restricted Payment: 

(1) no Default or Event of Default shall have occurred and be continuing at the time of or immediately after giving
effect to such Restricted Payment; 
 (2) immediately after giving pro forma effect to such Restricted
Payment, the Company could incur US$1.00 of additional Indebtedness (other than Permitted Indebtedness) under Section 4.09 hereof; and 
 (3) immediately after giving effect to such Restricted Payment, the aggregate amount of all Restricted Payments declared or made after the Issue Date does not exceed the sum (without duplication) of:

  

	 	(i)	50% of the Company’s cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) for the period
beginning on the first day of the Company’s fiscal quarter commencing prior to the Issue Date and ending on the last day of the fiscal quarter immediately preceding the date of such proposed Restricted Payment (treating such period as a single
accounting period); 

  

	 	(ii)	100% of the aggregate net cash proceeds and the Fair Market Value of property received by the Company as a contribution to its common equity capital or from the
issuance or sale after the Issue Date (other than to a Restricted Subsidiary) of (A) Capital Stock (other than Disqualified Capital Stock) of the Company or (B) any Indebtedness or other securities of the Company which have been converted,
exercised or exchanged into Capital Stock (other than Disqualified Capital Stock) of the Company; 


  
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	 	(iii)	without duplication of any amounts included in clause (3)(i) above, so long as the Designation thereof was treated as a Restricted Payment made after the Issue
Date, with respect to any Unrestricted Subsidiary that has been redesignated as a Restricted Subsidiary after the Issue Date in accordance with the definition of Restricted Subsidiary, the Company’s proportionate interest in an amount equal to
the Fair Market Value of the Company’s interest in such Subsidiary; and 

  

	 	(iv)	with respect to Investments made by the Company and its Restricted Subsidiaries after the Issue Date, an amount equal to the net reduction in such Investments in any
Person (except, in each case, to the extent any such amount is included in the calculation of Consolidated Net Income), resulting from the payment to the Company or any Restricted Subsidiary of dividends, loans or advances or from the receipt of net
cash proceeds from the sale of any such Investment or from the release of any Guarantee (except to the extent any amounts are paid under such Guarantee). 


In determining the amount of any Restricted Payment, cash distributed or invested shall be valued at the face amount
thereof and Property other than cash shall be valued at its Fair Market Value. 
 The provisions of this covenant shall not
prevent: 
 (1) the payment of any dividend or distribution within 60 days after the date of declaration thereof,
if at such date of declaration such payment would comply with the provisions of this Indenture, and the redemption of any Indebtedness that is subordinated in right of payment to the Notes or any Guarantees within 60 days after the date on which
notice of such redemption was given, if at said date of the giving of such notice, such redemption would comply with the provisions of this Indenture; 
 (2) the making of any Restricted Payment made in exchange for, or out of the net cash proceeds of, the substantially concurrent sale (other than to a Restricted Subsidiary) of shares of Capital Stock
of the Company (other than Disqualified Capital Stock); provided that any such net cash proceeds are excluded from clause (3)(ii) of the immediately preceding paragraph for the purposes of this calculation (and were not included therein
at any time); 
 (3) the redemption, repayment or retirement of Indebtedness of the Company or any Guarantor
subordinated to the Notes or such Guarantor’s Guarantee, as the case may be, in exchange for, by conversion into, or out of the net cash proceeds of, a substantially concurrent sale or incurrence of Indebtedness of the Company or such
Guarantor, as the case may be (other than any Indebtedness owed to a Restricted Subsidiary), that is contractually subordinated in right of payment to the Notes or such Guarantor’s Guarantee, as the case may be, to at least the same extent as
the Indebtedness being redeemed, repaid or retired; 

  
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 (4) the retirement of any shares of Disqualified Capital Stock of the
Company or a Restricted Subsidiary by conversion into, or by exchange for, other shares of Disqualified Capital Stock of the Company or such Restricted Subsidiary, or out of the net cash proceeds of the substantially concurrent sale (other than to a
Restricted Subsidiary) of other shares of Disqualified Capital Stock of the Company or such Restricted Subsidiary; 
 (5) (x) the purchase, redemption or other acquisition for value of shares of Capital Stock of the Company held by employees, officers or directors (or their estates or beneficiaries under their
estates) of the Company, provided that the aggregate cash consideration paid pursuant to this clause (8)(x) does not exceed $2.0 million per year subsequent to the Issue Date; and (y) the purchase, redemption, acquisition or other
retirement for nominal value of any rights issued in accordance with this Indenture and granted pursuant to any shareholders’ rights plan approved by the Board of Directors of the Company; 

(6) the payment of any dividend by a Restricted Subsidiary that is not a Wholly-Owned Restricted Subsidiary to the holders
of its Capital Stock on a pro rata basis; 
 (7) repurchases of Capital Stock deemed to occur upon the exercise
of stock options or warrants; 
 (8) the payment of cash in lieu of fractional Capital Stock of the Company;

 (9) payments or distributions to dissenting stockholders pursuant to applicable law in connection with a
merger, amalgamation, consolidation or transfer of assets that complies with the provisions described under Section 5.01; 
 (10) so long as no Default or Event of Default shall have occurred and be continuing at the time of or immediately after giving effect to such action, payments of (x) dividends on, and (y) the
repurchase, redemption, retirement or acquisition at the scheduled maturity, scheduled repayment or scheduled sinking fund date of, Disqualified Capital Stock or Preferred Stock of a Restricted Subsidiary the incurrence of which was permitted by
this Indenture; 
 (11) so long as no Default or Event of Default shall have occurred and be continuing at the
time of or immediately after giving effect to such action, payment of up to 6% of the net proceeds received by the Company in connection with the initial public offering of its Capital Stock; 

(12) payments or distributions of Capital Stock or assets of an Unrestricted Subsidiary; and 

  
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 (13) so long as no Default or Event of Default shall have occurred and be
continuing at the time of or immediately after giving effect to such action, payment of other Restricted Payments from time to time in an aggregate amount not to exceed $20.0 million. 

In calculating the aggregate amount of Restricted Payments made subsequent to the Issue Date for purposes of clause (3) of this
Section 4.07, amounts expended pursuant to clauses (1) (but only if the declaration thereof has not been counted in a prior period), and (5) of this paragraph shall be included in such calculation and clauses (2), (3), (4), (6), (7),
(8), (9), (10), (11), (12) and (13) of this paragraph shall not be included in such calculation. 
 For the avoidance
of doubt, an increase or decrease in the stated capital of the Company shall not constitute a Restricted Payment. 
 Section 4.08
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. 
 The Company will not, and will
not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: 

(a) pay dividends or make any other distributions to the Company or any Restricted Subsidiary (A) on its Capital Stock or
(B) with respect to any other interest or participation in, or measured by, its profits; 
 (b) repay any Indebtedness or
any other obligation owed to the Company or any Restricted Subsidiary; 
 (c) make loans or advances or capital contributions to
the Company or any of its Restricted Subsidiaries; or 
 (d) transfer any of its properties or assets to the Company or any of
its Restricted Subsidiaries; 
 except for such encumbrances or restrictions existing under or by reason of: 

(a) encumbrances or restrictions existing on the Issue Date to the extent and in the manner such encumbrances and restrictions are in
effect on the Issue Date; 
 (b) this Indenture, the Notes and any Guarantees, or any other instrument governing debt securities
of the Company incurred in compliance with Section 4.09 hereof that are not materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Guarantees; 

(c) applicable law, regulations or orders; 
 (d) any instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company or its Restricted Subsidiaries as in effect at the time of such


  
 56 









 
acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person (including any Subsidiary of the Person), the
property or assets of the Person (including any Subsidiary of the Person) or the properties or assets, in each case, so acquired; 
 (e) customary non assignment provisions in leases or other agreements entered in the ordinary course of business; 
 (f) encumbrances or restrictions under Credit Facilities; 
 (g) Refinancing
Indebtedness; provided that such restrictions are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

 (h) customary restrictions in security agreements or mortgages securing Indebtedness of the Company or a Restricted
Subsidiary only to the extent such restrictions restrict the transfer of the property subject to such security agreements and mortgages; 
 (i) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or
assets of such Restricted Subsidiary to be consummated in accordance with the terms of this Indenture solely in respect of the Capital Stock or assets to be sold or disposed of; 

(j) provisions in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements entered into in
the ordinary course of business; 
 (k) provisions in any agreement or instrument relating to any Indebtedness permitted to be
incurred subsequent to the Issue Date under the provisions of the covenant described under Section 4.09 if (i) the encumbrances and restrictions are not materially more disadvantageous to the Holders of Notes than is customary in
comparable financings (as determined in good faith by the Company) and (ii) either (x) the Company determines that such encumbrance or restriction will not adversely affect the Company’s ability to make principal and interest payments
on the Notes as and when they come due or (x) such encumbrances and restrictions apply only during the continuance of a default in respect of a payment or financial maintenance covenant relating to such Indebtedness; 

(l) Liens permitted to be incurred under the provisions of the covenant described under Section 4.12; 

(m) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of
business; or 
 (n) any amendment, restatement, modification, renewal, supplement, refunding, replacement or refinancing of an
agreement referred to above; provided, however, that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, not materially more
restrictive, taken as a whole, than the encumbrances and restrictions contained in the agreements being so amended, restated, modified, renewed, supplemented, refunded, replaced or refinanced. 

  
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 Section 4.09 Limitation on Additional Indebtedness. 

(a) The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, incur (as defined
in Section 1.01), any Indebtedness (including, without limitation, any Acquired Indebtedness); provided that the Company or any Restricted Subsidiary may incur Indebtedness (including any Acquired Indebtedness) if the Company’s
Consolidated Fixed Charge Coverage Ratio is at least 2.0 to 1. 
 Notwithstanding the foregoing, the following items of
Indebtedness may be incurred (collectively, “Permitted Indebtedness”): 
 (i) Indebtedness of the Company
or any Restricted Subsidiary arising under or in connection with Credit Facilities in an aggregate principal amount at any time outstanding not to exceed the greater of (1) $75.0 million less the aggregate amount of all Net Proceeds of Asset
Sales applied by the Company or any of its Restricted Subsidiaries since the date of this Indenture to repay any term Indebtedness under a Credit Facility or to repay any revolving credit Indebtedness under a Credit Facility and effect a
corresponding commitment reduction pursuant to the covenant described under Section 4.10 and (2) the sum of (x) 85.0% of the net book value of accounts receivable of the Company and its Restricted Subsidiaries at the time of
incurrence after giving pro forma effect to acquisitions at or prior to such time and (y) 60.0% of the net book value of inventory of the Company and its Restricted Subsidiaries at the time of incurrence after giving pro forma effect to
acquisitions at or prior to such time; 
 (ii) Indebtedness under the Notes and any Guarantees to be issued on the Issue
Date, and the Exchange Notes and any Guarantees to be issued pursuant to the Registration Rights Agreement; 

(iii) Indebtedness (other than pursuant to clause (i) and (ii) of this definition) which is outstanding on the Issue Date;

 (iv) Indebtedness of the Company owed to and held by any Restricted Subsidiary which is unsecured and subordinated in
right of payment to the payment and performance of the Company’s obligations under this Indenture and the Notes and Indebtedness of any Restricted Subsidiary owed to and held by the Company or another Restricted Subsidiary; provided
that: 
 (1) any sale or other disposition of any Indebtedness (other than the granting of a Lien
permitted under this Indenture, but excluding the forfeiture of such Indebtedness) of the Company or any Restricted Subsidiary referred to in this clause (iv) to a Person (other than the Company or a Restricted Subsidiary); 

(2) any sale or other disposition of Capital Stock (other than the granting of a Lien permitted under this Indenture,
but excluding the forfeiture of such Capital Stock) of any Restricted Subsidiary which holds Indebtedness of the Company or another Restricted Subsidiary such that such Restricted Subsidiary ceases to be a Restricted Subsidiary; and 

(3) the Designation of a Restricted Subsidiary that holds Indebtedness of the Company or any other Restricted
Subsidiary as an Unrestricted Subsidiary; 

  
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 shall be deemed to be an incurrence of Indebtedness not constituting Permitted Indebtedness
by the issuer of such Indebtedness; 
 (v) Purchase Money Indebtedness and Capitalized Lease Obligations incurred to
acquire, construct or improve Property (including shares of Capital Stock of a Person holding such Property) in the ordinary course of business in an aggregate principal amount outstanding not to exceed, together with all other Indebtedness
outstanding under this clause (v), including Refinancing Indebtedness in respect thereof, at the time of any such incurrence and after giving pro forma effect thereto, 7.5% of the consolidated tangible assets of the Company and its Restricted
Subsidiaries as of the end of the most recent fiscal quarter after giving pro forma effect thereto for which consolidated financial statements are available ending on or prior to the date of determination; 

(vi) Interest Rate Agreements relating to Indebtedness of the Company or any Restricted Subsidiary not incurred for speculative
purposes as determined in good faith by the Company; 
 (vii) Indebtedness under Currency Agreements or Commodity
Agreements not incurred for speculative purposes as determined in good faith by the Company; 
 (viii) Indebtedness of the
Company or any Restricted Subsidiary in respect of reimbursement obligations relating to undrawn standby letters of credit issued for the account of the Company or such Restricted Subsidiary, as the case may be, in the ordinary course of business;

 (ix) Indebtedness of the Company or any Restricted Subsidiary in respect of bid, performance, surety and appeal bonds,
statutory obligations or other obligations of a like nature, provided in the ordinary course of business; 
 (x) additional
Indebtedness of the Company or a Restricted Subsidiary not to exceed $50.0 million in aggregate principal amount at any one time outstanding; 
 (xi) Refinancing Indebtedness; 
 (xii) the guarantee by the Company or
any of the Guarantors of Indebtedness of the Company or a Guarantor that was permitted to be incurred by another provision of this covenant; 
 (xiii) the accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and
the payment of dividends on Disqualified Capital Stock or Preferred Stock in the form of additional shares of the same class of Disqualified Capital Stock or Preferred Stock; provided, in each such case, that the amount thereof is included in
the Consolidated Fixed Charges of the Company as accrued; 
 (xiv) Indebtedness of the Company or any Restricted Subsidiary
consisting of guarantees, indemnities or obligations in respect of purchase price adjustments in connection with the acquisition or disposition of assets, including, without limitation, Capital Stock; 

  
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 (xv) Indebtedness of Persons incurred and outstanding on the date on which such Person was
acquired by the Company or any Restricted Subsidiary, or merged or consolidated with or into the Company or any Restricted Subsidiary (other than Indebtedness incurred in connection with, or in contemplation of, such acquisition, merger or
consolidation); provided, however, that at the time such Person or assets is/are acquired by the Company or a Restricted Subsidiary, or merged or consolidated with the Company or any Restricted Subsidiary and after giving pro forma effect to
the incurrence of such Indebtedness pursuant to this clause (xv) and any other related Indebtedness, either (i) the Company would have been able to incur US$1.00 of additional Indebtedness pursuant to the first paragraph of this
Section 4.09; or (ii) the Company’s Consolidated Fixed Charge Coverage Ratio would be greater than or equal to such Consolidated Fixed Charge Coverage Ratio immediately prior to such acquisition, merger or consolidation; 

(xvi) the incurrence of Indebtedness by the Company to the extent that the net proceeds thereof are promptly deposited to defease or
to satisfy and discharge the Notes; and 
 (xvii) the incurrence of Indebtedness by the Company or any Restricted
Subsidiary arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business;
provided that such Indebtedness is extinguished within 30 days of incurrence. 
 (b) For purposes of determining
compliance with this Section 4.09, in the event that an item of proposed Indebtedness (or portion thereof) meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (i) through (xvii) of such
definition, or is entitled to be incurred pursuant to paragraph (a) of this covenant, the Company will be permitted to classify or reclassify such item of Indebtedness (or portion thereof) in any manner that complies with this covenant.

 (c) For purposes of determining any particular amount of Indebtedness, (x) guarantees, Liens or obligations with respect
to letters of credit supporting Indebtedness otherwise included in the determination of such particular amount shall not be included, and (y) any Liens granted pursuant to the equal and ratable provisions referred to in Section 4.12 shall
not be treated as Indebtedness. 
 (d) For purposes of determining compliance with any Canadian dollar-denominated restriction
on the incurrence of Indebtedness denominated in a foreign currency, the Canadian dollar-equivalent principal amount of such Indebtedness incurred pursuant thereto shall be calculated based on the relevant currency exchange rate in effect on the
earlier of the date that such Indebtedness was incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that if such Indebtedness is incurred to refinance other Indebtedness
denominated in a foreign currency, and such refinancing would cause the applicable Canadian dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such Canadian
dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. The principal amount of any
Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing
Indebtedness is denominated that is in effect on the date of such refinancing. 

  
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 (e) Notwithstanding any other provision of this covenant and for the avoidance of doubt, the
maximum amount of Indebtedness that may be incurred pursuant to this covenant will not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies which occur
subsequent to the date that such Indebtedness was incurred as permitted by this covenant. 
 Section 4.10 Asset Sales. 

(a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale in any single transaction
or series of related transactions unless: 
 (i) The Company (or the Restricted Subsidiary, as the case may be) receives
consideration (including release of liabilities, contingent or otherwise) at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Capital Stock issued or sold or otherwise disposed of; and 

(ii) at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of
cash or Cash Equivalents or Replacement Assets, in each case received at the time of such sale or other disposition. For purposes of this provision, each of the following will be deemed to be cash: 

(1) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet,
of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation
agreement that releases the Company or such Restricted Subsidiary from further liability; and 
 (2) any
securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are within 180 days converted by the Company or such Restricted Subsidiary into cash, to the extent of the cash or Cash
Equivalents received in that conversion; 
 (b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale,
the Company or such Restricted Subsidiary may apply those Net Proceeds at its option: 
  

	 	(i)	to repay term or revolving credit Indebtedness under a Credit Facility (other than any such Indebtedness that is subordinate in right of payment to the Notes) and, if
the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; 

  

	 	(ii)	to repay, redeem or repurchase any Indebtedness of a Restricted Subsidiary; 


 

	 	(iii)	 to reduce obligations under other Indebtedness of the Company or a Restricted Subsidiary (in each case other than any Disqualified Capital Stock or any




  
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Indebtedness of the Company or any Guarantor which is subordinated in right of payment to the Notes or such Guarantor’s Guarantee, and other than Indebtedness owed to the Company or an
Affiliate of the Company); provided that the Company shall equally and ratably reduce obligations under the Notes in compliance with the provisions described under Section 3.07, through open market purchases (to the extent such purchases
are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount
of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid; or 

  

	 	(iv)	to purchase Replacement Assets or make a capital expenditure; a binding commitment to make a purchase or capital expenditure referred to in this clause (iv) shall
be treated as a permitted application of Net Proceeds from the date of such commitment; provided, that (1) such purchase or capital expenditure is consummated within 180 days of the end of the 365-day period referred to in the first
sentence of this paragraph and (2) if such purchase or capital expenditure is not consummated within the period set forth in subclause (1) or such binding commitment is terminated, the Net Proceeds not so applied will be deemed to be
Excess Proceeds (as defined below). 

 Pending the final application of any Net Proceeds, the Company or such
Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. 
 (c) Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph will constitute “Excess Proceeds”. When the aggregate amount of Excess Proceeds
exceeds US$20.0 million, the Company will make an offer (an “Asset Sale Offer”) to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this
Indenture with respect to offers to purchase or redeem such indebtedness with the proceeds of sales of assets, to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds.
In the Asset Sale Offer, the Company shall offer an asset sale payment in cash equal to 100% of the principal amount plus accrued and unpaid interest and Special Interest, if any, to the date of purchase (the “Asset Sale Payment”).
If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company or such Restricted Subsidiary may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes
and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company will select such other pari passu Indebtedness to be purchased on a pro rata basis. Upon
completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. 
 (d) Any Asset Sale Offer shall be
made in accordance with Section 3.09. 
 (e) The Company will comply with the requirements of Rule 14e-1 under the Exchange
Act and any other securities laws and regulations thereunder to the extent such laws and 

  
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regulations are applicable in connection with the repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with
Sections 4.10 or 3.09 of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations hereunder by virtue of such conflict. 

Section 4.11 Limitation on Transactions with Affiliates. 
 (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions
(including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with any Affiliate (each an “Affiliate Transaction”) or extend, renew, waive or otherwise modify the terms of any Affiliate
Transaction entered into prior to the Issue Date unless: 
 (i) such Affiliate Transaction is between or among the Company
and its Restricted Subsidiaries or between or among Restricted Subsidiaries; or 
 (ii) the terms of such Affiliate
Transaction are at least as favorable as the terms which could be obtained by the Company or such Restricted Subsidiary, as the case may be, in a comparable transaction made on an arm’s-length basis between unaffiliated parties. 

(b) In any Affiliate Transaction (or any series of related Affiliate Transactions) involving an amount or having a Fair Market Value in
excess of $10.0 million which is not permitted under clause (i) of Section 4.11(a), the Company must obtain a resolution of the disinterested members of the Board of Directors of the Company certifying that they have approved such
Affiliate Transaction and determined that such Affiliate Transaction complies with clause (ii) of Section 4.11(a). In addition, in any Affiliate Transaction (or any series of related Affiliate Transactions) involving an amount or having a
Fair Market Value in excess of $20.0 million which is not permitted under clause (i) of Section 4.11(a), the Company must obtain a written opinion from an Independent Financial Advisor that such transaction or transactions are fair to the
Company or such Restricted Subsidiary, as the case may be, from a financial point of view or comply with Section 4.11(a)(ii) above; provided that the provisions of this sentence shall not apply to the sale of inventory in the ordinary course of
business. 
 (c) The foregoing provisions will not apply to: 

(1) any Permitted Investment or Restricted Payment made in compliance with the provisions described under
Section 4.07 above; 
 (2) reasonable fees and compensation paid to and indemnity provided on behalf of
officers, directors or employees of the Company or any Restricted Subsidiary as determined in good faith by the Company’s Board of Directors or senior management; 

(3) transactions pursuant to agreements or arrangements in effect on the Issue Date, or any amendment, modification,
or supplement thereto or replacement thereof, as long as such agreement or arrangement, as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Company and its Restricted Subsidiaries than
the original agreement or arrangement in existence on the Issue Date; 

  
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 (4) sales of Capital Stock of the Company (other than Disqualified Capital
Stock) to Affiliates of the Company; 
 (5) the pledge of Capital Stock of Unrestricted Subsidiaries to
support the Indebtedness thereof; 
 (6) customary shareholders and registration rights agreements among the
Company and its shareholders; 
 (7) agreements providing for the provision of administrative, treasury,
accounting, management or other similar corporate services or engineering or similar services by the Company or any Restricted Subsidiary to an Affiliate; provided that any such agreement shall (i) have terms that are not materially less
favorable taken as a whole to the Company or such Restricted Subsidiary than agreements of such Person with an Affiliate providing for similar services as in effect on the Issue Date or (ii) comply with the requirements of the first paragraph
of this Section 4.11; 
 (8) transactions with a Person that is an Affiliate of the Company solely
because the Company owns, directly or through a Restricted Subsidiary, Capital Stock in, or controls, such Person; 
 (9) transactions under agreements or arrangements with customers or suppliers on terms at least as favorable as the terms which could be obtained by the Company or a Restricted Subsidiary, as the
case may be, in a comparable transaction made on an arm’s length basis between unaffiliated parties; and 

(10) an increase or decrease in the stated capital of the Company. 

Section 4.12 Limitation on Liens. 
 The Company will not, and will not cause or permit any of its Restricted Subsidiaries, directly or indirectly, to, create, incur or otherwise cause or suffer to exist or become effective any Liens of any
kind securing Indebtedness (other than Permitted Liens) upon or with respect to any property or assets of the Company or any of its Restricted Subsidiaries (the “Initial Lien”), unless (i) if such Lien secures Indebtedness
which is ranked equally and ratably with the Notes or any Guarantee, then the Notes or such Guarantee, as the case may be, are secured on an equal and ratable basis with the obligations so secured until such time as such obligations are no longer
secured by a Lien or (ii) if such Lien secures Indebtedness which is subordinated to the Notes or any Guarantee, then the Notes or such Guarantee, as the case may be, are secured and the Lien securing such other Indebtedness shall be
subordinated to the Lien granted to the holders of the Notes or such Guarantee, as the case may be, at least to the same extent as such Indebtedness is subordinated to the Notes or such Guarantee, as the case may be. Notwithstanding the foregoing,
any Lien securing the Notes or any Guarantee granted pursuant to this Section 4.12 shall be automatically and unconditionally released and discharged upon (i) the release by the holders of the Indebtedness described above of the Initial
Lien on the property or assets of the Company or 

  
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any Restricted Subsidiary or (ii) any sale or transfer to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien, or of all of the Capital Stock
held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, the Restricted Subsidiary creating such Initial Lien (so long as no Lien attaches to any assets received in consideration for such sale or transfer).

 Section 4.13 Payments for Consent. 
 The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any cash consideration to any Holder of any Notes for any consent, waiver or amendment
of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid or agreed to be paid to all Holders of the Notes which so consent, waive or agree to amend in the time frame set forth in solicitation
documents relating to such consent, waiver or agreement. Notwithstanding the foregoing, in any offer or payment of consideration for any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes in connection with
an exchange offer, the Company and any of its Subsidiaries may exclude (i) Holders or beneficial owners of the Notes that are not institutional “accredited investors” as defined in subparagraphs (a)(1), (2), (3) or (7) of
Rule 501 under the Securities Act, and (ii) Holders or beneficial owners of the Notes in any jurisdiction where the inclusion of such Holders or beneficial owners would require the Company or any such Restricted Subsidiaries to comply with the
registration requirements or other similar requirements under any securities laws of such jurisdiction, or the solicitation of such consent, waiver or amendment from, or the granting of such consent or waiver, or the approval of such amendment by,
Holders or beneficial owners in such jurisdiction would be unlawful, in each case as determined by the Company in its sole discretion. 

Section 4.14 Corporate Existence. 
 Subject to Article 5 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its corporate existence, and the corporate, partnership or
other existence of each of its Restricted Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or any such Restricted Subsidiary and (ii) the rights (charter and
statutory), licenses and franchises of the Company and its Restricted Subsidiaries; provided, that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of
its Restricted Subsidiaries, if the Company in good faith shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries, taken as a whole, and that the loss thereof
is not adverse in any material respect to the Holders of the Notes. 
 Section 4.15 Change of Control. 

(a) Upon the occurrence of a Change of Control, unless the Company has previously or concurrently exercised its right to redeem all of the
Notes in compliance with the provisions of Article 3 above, the Company shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to US$2,000 or an integral multiple of US$1,000 in excess
thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Special Interest, if any, thereon, to the date of repurchase (the “Change of Control
Payment”). 

  
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 (b) Any Change of Control Offer shall be made in accordance with Section 3.09. The
Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes as a result of
a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with Sections 3.09 or 4.15 of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to
have breached its obligations hereunder by virtue of such conflict. 
 (c) Notwithstanding anything to the contrary in this
Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set
forth in Section 4.15 and Section 3.09 hereof and all other provisions of this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control
Offer. 
 (d) The provisions under this Indenture relating to the Company’s obligations to make a Change of Control Offer
may be waived, modified or terminated prior to the occurrence of the triggering Change of Control with the written consent of the Holders of a majority in principal amount of the Notes then outstanding. 

Section 4.16 Limitation on Subsidiaries. 
 If the Company or any of its Restricted Subsidiaries transfers or causes to be transferred any Property to, or organizes, acquires, invests in or otherwise holds an Investment in, any Restricted
Subsidiary that is not a Guarantor having total consolidated assets with a book value in excess of $500,000, then such transferee or acquired or other Restricted Subsidiary shall (a) execute and deliver to the Trustee a supplemental indenture
in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Company’s obligations under the Notes and this Indenture on the terms set forth in this Indenture and
(b) deliver to the Trustee an opinion of counsel that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such
Restricted Subsidiary. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. As of the Issue Date, the Company will have no Subsidiaries. 
 Section 4.17 Designation of Restricted and Unrestricted Subsidiaries 

The Board of Directors may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a
Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Unrestricted Subsidiary properly designated
shall be deemed to be an Investment made as of the time of the designation and shall reduce the amount available for Restricted Payments under the first paragraph of Section 4.07 hereof or Permitted Investments. That designation shall only be
permitted if the Investment 

  
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would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. In addition, no such designation may be made unless the proposed
Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary that is not simultaneously subject to designation as an Unrestricted Subsidiary. The Board of Directors may redesignate any Unrestricted Subsidiary to be a
Restricted Subsidiary if the redesignation would not cause a Default. 
 Section 4.18 Additional Amounts 

(a) All payments made by the Company under or with respect to the Notes, or by any Guarantor pursuant to the Guarantees, will be made free
and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) imposed or levied by
or on behalf of the Government of Canada or of any province or territory thereof or by any authority or agency therein or thereof having power to tax (hereinafter, the “Taxes”), unless the Company or such Guarantor, as the case may
be, is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Company or any Guarantor is required to withhold or deduct any amount for or on account of Taxes from any payment made under or with
respect to the Notes, the Company or such Guarantor will pay such additional amounts (the “Additional Amounts”) as may be necessary so that the net amount received by each Holder of Notes (including Additional Amounts) after
such withholding or deduction will not be less than the amount such Holder would have received if such Taxes had not been withheld or deducted; provided, however, that no Additional Amounts will be payable with respect to a payment made to a
Holder (an “Excluded Holder”) (i) with which the Company or such Guarantor does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) which is subject to
such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than solely by reason of the Holder’s activity in connection with purchasing the Notes, by the mere holding of Notes or by reason of the
receipt of payments thereunder, (iii) which failed to duly and timely comply with a timely request of the Company to provide information, documents, certification or other evidence concerning such Holder’s nationality, residence,
entitlement to treaty benefits, identity or connection with Canada or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have resulted in the reduction or elimination of any
Taxes as to which Additional Amounts would have otherwise been payable to such Holder of Notes but for this clause (iii), (iv) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Note, if and to the extent that
any beneficiary or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such payment (as the case may be) would not have been entitled to receive Additional Amounts with respect to such payment if such beneficiary,
settlor, partner or beneficial owner had been the Holder of such Note or (v) any combination of the foregoing numbered clauses of this proviso. The Company or such Guarantor will also (a) make such withholding or deduction and
(b) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. 
 (b) The
Company or the Guarantor shall furnish the Holders of the Notes, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor. The
Company or any Guarantor shall, upon written request of a Holder (other than an Excluded Holder), reimburse 

  
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each such Holder for the amount of (x) any Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to the Notes, and (y) any Taxes so
levied or imposed with respect to any reimbursement under the foregoing clause (x) but excluding any such Taxes on such Holder’s net income so that the net amount received by such Holder (net of payments made under or with respect to the
Notes) after such reimbursement will not be less than the net amount the Holder would have received if Taxes on such reimbursement had not been imposed. 
 (c) At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable, if the Company or any Guarantor will be obligated to pay Additional Amounts with respect
to such payment, the Company or such Guarantor will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to
enable the Trustee to pay such Additional Amounts to Holders on the payment date. 
 (d) Whenever in this Indenture there is
mentioned, in any context, the payment of principal, premium, if any, redemption price, Change of Control Payment, Asset Sale Payment, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include
mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. 
 Section 4.19 Money for Security Payments to Be Held in Trust. 
 (a) If
the Company or any of the Restricted Subsidiaries shall at any time act as Paying Agent hereunder, it shall, on or before each due date of the principal of (and premium, if any) or interest and Special Interest, if any, on any of the Notes,
segregate and hold in trust for the benefit of the Person entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein
provided, and shall promptly notify the Trustee of its action or failure so to act. 
 (b) Whenever the Company shall have one
or more Paying Agents for the Notes, it shall, on or before each due date of the principal of (and premium, if any) or interest and Special Interest, if any, on any Notes, deposit with a Paying Agent a sum in same day funds (or New York Clearing
House funds if such deposit is made prior to the date on which such deposit is required to be made) sufficient to pay the principal (and premium, if any) or interest and Special Interest, if any, so becoming due, such sum to be held in trust for the
benefit of the Persons entitled to such principal, premium or interest and the Company shall promptly notify the Trustee of such action or any failure so to act. 
 (c) The Company shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section 4.19, that such Paying Agent shall: 
 (i) hold all sums held by it for the payment of
the principal of (and premium, if any) or interest and Special Interest, if any, on Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; 


  
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 (ii) give the Trustee notice of any default by the Company (or any other
obligor upon the Notes) in the making of any payment of principal (and premium, if any) or interest and Special Interest, if any; and 
 (iii) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. 

(d) The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose,
pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 
 Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of (and premium, if any) or interest and Special Interest, if any, on any
Note and remaining unclaimed for two years after such principal (and premium, if any) or interest and Special Interest, if any has become due and payable shall be paid to the Company on Company Request, unless an abandoned property law designates
another person, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided that the Trustee or such Paying Agent, before being required to make any such repayment, shall at the
written direction and at the expense of the Company, cause to be published once, in the New York Times, The Wall Street Journal (national edition), the Globe and Mail and the National Post, notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company. 
 Section 4.20 Maintenance of Properties. 
 The Company shall cause all
properties owned by the Company or any Restricted Subsidiary and used or useful in the conduct of its business or the business of any Restricted Subsidiary to be maintained and kept in good condition, repair and working order (reasonable wear and
tear excepted) and supplied with all necessary equipment and shall cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business
carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this Section 4.20 shall prevent the Company or any Restricted Subsidiary from discontinuing the maintenance
of any of such properties if such discontinuance is, as determined by the Company or such Restricted Subsidiary in good faith, desirable in the conduct of its business or the business of any Restricted Subsidiary and not disadvantageous in any
material respect to the Holders. 

  
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 Section 4.21 Maintenance of Insurance. 

The Company shall, and shall cause its Restricted Subsidiaries to, keep at all times all of their properties which are of an insurable
nature insured (which may include self-insurance) against loss or damage with insurers believed by the Company to be responsible to the extent that property of similar character is usually so insured or self-insured by corporations similarly
situated and owning like properties in accordance with customary business practices. 
 ARTICLE 5. 

SUCCESSORS 
 Section 5.01
Merger, Consolidation or Sale of Assets. 
 (a) The Company will not consolidate with, amalgamate with, merge with or into,
or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person unless: 

(1) (x) the Company shall be the continuing Person, or (y) the Person (if other than the Company) formed by
such consolidation or amalgamation or into which the Company is merged or to which the properties and assets of the Company are sold, assigned, transferred, leased, conveyed or otherwise disposed of (in any case, the “Successor
Company”) shall be an entity organized and existing under the laws of the United States or any State thereof or the District of Columbia or the laws of Canada or any province or territory thereof and the Successor Company shall expressly
assume, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company under this Indenture and the Notes and the obligations thereunder shall remain in full force and
effect; provided that if the Successor Company is not a corporation, a Restricted Subsidiary that is a corporation expressly assumes as co-obligor all of the obligations of the Company under this Indenture and the Notes pursuant to a
supplemental indenture executed and delivered to the Trustee in form satisfactory to the Trustee; 

(2) immediately before and immediately after giving effect to such transaction (including, without limitation, giving
effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred and be continuing; and;

 (3) immediately after giving effect to such transaction, on a pro forma basis, (i) the Company or
such Successor Company could incur at least US$1.00 of additional Indebtedness (other than Permitted Indebtedness) under Section 4.09 above or (ii) the Consolidated Fixed Charge Coverage Ratio for the Company or the Successor Company, as
the case may be, would be greater than or equal to such Consolidated Fixed Charge Coverage Ratio for the Company prior to such transaction; provided that a Person that is a Guarantor may merge into the Company without complying with this
clause (3); 

  
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 provided, that clauses (2) and (3) do not apply (i) to the consolidation,
merger, sale, conveyance, transfer or other disposition of the Company with, into or to a Restricted Subsidiary or the consolidation, merger, sale, conveyance transfer or other disposition of a Restricted Subsidiary with, into or to the Company or
(ii) if, in the good faith determination of the board of directors of the Company, the sole purpose of the transaction is to change the jurisdiction of incorporation of the Company. 

(b) Upon the consummation of any transaction effected in accordance with this Section 5.01, if the Company is not the continuing
Person, the resulting, surviving or transferee Person will succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and the Notes with the same effect as if such successor Person had been named
as the issuer in this Indenture. Upon such substitution, except in the case of a sale, conveyance, transfer or disposition of less than all its assets, the Company will be released from its obligations under this Indenture and the Notes. 

(c) Subject to certain limitations governing releases of Guarantors described in Section 10.05, no Guarantor will, and the Company
will not permit any Guarantor to, consolidate with, amalgamate with, merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets (as an entirety or substantially as an entirety in one
transaction or a series of related transactions), to any Person unless either: 
 (1) (x) (i) such Guarantor
shall be the continuing Person, or (ii) the Person (if other than such Guarantor) formed by such consolidation or amalgamation or into which such Guarantor is merged or to which the properties and assets of such Guarantor are sold, assigned,
transferred, leased, conveyed or otherwise disposed of is another Guarantor or shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of such Guarantor
under the Guarantee of such Guarantor and this Indenture; and (y) immediately before and immediately after giving effect to such transaction (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or
anticipated to be incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred and be continuing; or 
 (2) the transaction does not violate the terms of Section 4.10. 
 (d) In
connection with any consolidation, merger or transfer of assets contemplated by this provision, the Company shall deliver, or cause to be delivered, to the Trustee in form and substance reasonably satisfactory to the Trustee, an officers’
certificate and an opinion of counsel, each stating that such consolidation, merger or transfer and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent herein provided for relating to such
transaction or transactions have been complied with. 
 For purposes of the foregoing, the transfer (by lease, assignment, sale
or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of 

  
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one or more Restricted Subsidiaries of the Company, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer
of all or substantially all of the properties and assets of the Company. 
 Section 5.02 Successor Corporation Substituted.

 Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or
substantially all of the assets of the Company in accordance with Section 5.01 hereof, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, lease,
conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the Company
shall refer instead to the successor corporation and not to the Company), and may exercise every right and power of the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; provided
that the predecessor Company shall not be relieved from the obligation to pay the principal of and interest and Special Interest, if any, on the Notes except in the case of a sale, assignment, transfer, conveyance or other disposition of all of
the Company’s assets that meets the requirements of Section 5.01 hereof. 
 ARTICLE 6. 

DEFAULTS AND REMEDIES 

Section 6.01 Events of Default. 
 An “Event of Default” wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): 
 (a) Default in payment of any principal of, or premium, if any, on the Notes when due (whether at maturity, upon redemption or otherwise); 

(b) Default in the payment of any interest on, or Special Interest with respect to, any Note when due, which Default continues for
30 days or more; 
 (c) Default by the Company or any Restricted Subsidiary in the observance or performance of any other
covenant in the Notes or this Indenture for 60 days after written notice from the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding (except in the case of a Default with respect to (i) the
provisions of Sections 4.10, 4.15 or 5.01 hereof, which shall constitute an Event of Default with such notice requirement but without such passage of time requirement) and (ii) the provisions of Section 4.03 as described under clause
(d) of this paragraph; 
 (d) Default by the Company in the observance or performance of the covenants described under
Section 4.03 for 90 days after written notice from the Trustee or the holders of not less than 25% in aggregate principal amount of the Notes then outstanding; 

  
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 (e) Default under any mortgage, indenture or instrument under which there may be issued or
by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such
Indebtedness or Guarantee now exists, or is created after the date of this Indenture, if that default: 

(i) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the
expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or 
 (ii) results in the acceleration of such Indebtedness prior to its expressed maturity, which acceleration is not rescinded, annulled, waived or otherwise cured within 30 days of receipt by the
Company or such Restricted Subsidiary of notice of any such acceleration, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there is at such time a Payment
Default or the maturity of which has been so accelerated, aggregates $20.0 million or more and such Indebtedness has not been paid in full within 30 days of receipt of such notice; 

(f) any final judgment or judgments which can no longer be appealed for the payment of money in excess of $20.0 million (in excess
of amounts covered by insurance) shall be rendered against the Company or any Restricted Subsidiary thereof, and shall not be discharged for any period of 60 consecutive days during which a stay of enforcement shall not be in effect; 

(g) if the Company or any of its Material Subsidiaries pursuant to or within the meaning of Bankruptcy Law: 

(i) commences proceedings to be adjudicated bankrupt or insolvent; 

(ii) consents to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a
petition or answer or consent seeking reorganization or relief under applicable Bankruptcy law; 

(iii) consents to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar
official of it or for all or substantially all of its property; 
 (iv) makes a general assignment for the
benefit of its creditors; or 
 (v) generally is not paying its debts as they become due. 

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

(i) is for relief against the Company or any of its Material Subsidiaries in a proceeding in which the Company or any
such Material Subsidiary is to be adjudicated bankrupt or insolvent; 

  
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 (ii) appoints a receiver, liquidator, assignee, trustee, sequestrator or
other similar official of the Company or any of its Material Subsidiaries or for all or substantially all of the property of the Company or any of its Material Subsidiaries; or 

(iii) orders the liquidation of the Company or any of its Material Subsidiaries; and the order or decree remains
unstayed and in effect for 60 consecutive days. 
 (i) any of the Guarantees of a Material Subsidiary ceases to be in full force
and effect or any of the Guarantees of a Material Subsidiary is declared to be null and void and unenforceable or any of the Guarantees of a Material Subsidiary is found to be invalid or any of the Guarantors denies its liability under its Guarantee
(other than by reason of release of a Guarantor in accordance with the terms of this Indenture). 
 If a Default is deemed to
occur solely because a Default (the “Initial Default”) already existed, then if such Initial Default is cured and is not continuing, the Default or Event of Default resulting solely because the Initial Default existed shall be
deemed cured, and will be deemed annulled, waived and rescinded without any further action required. 
 The Company shall
deliver to the Trustee, as soon as practicable and in any event within 10 business days after the Company’s knowledge thereof, written notice in the form of an Officers’ Certificate of any Default under this Indenture, its status and what
action the Company proposes to take with respect thereto. 
 Section 6.02 Acceleration. 

(a) If any Event of Default (other than an Event of Default specified in clauses (g) or (h) of Section 6.01 hereof with
respect to the Company or any of its Restricted Subsidiaries) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon
any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clauses (g) or (h) of Section 6.01 hereof occurs with respect to the Company or any of its
Material Subsidiaries all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf
of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely
because of the acceleration) have been cured or waived. 
 (b) If an Event of Default occurs by reason of any willful action (or
inaction) taken (or not taken) by or on behalf of the Company or any of its Restricted Subsidiaries with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes
pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law. 

  
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 (c) At any time after a declaration of acceleration has been made and before a judgment or
decree for payment of the money due has been obtained by the Trustee as provided in this Article, the Holders of a majority in aggregate principal amount of the Notes outstanding, by written notice to the Company and the Trustee, may rescind and
annul such declaration and its consequences if: 
 (i) the Company or the Guarantors have paid or deposited with the
Trustee a sum sufficient to pay; 
  

	 	(A)	all overdue interest on all outstanding Notes; 

  

	 	(B)	all unpaid principal of (and premium, if any, on) any outstanding Notes which has become due otherwise than by such declaration of acceleration, and interest on such
unpaid principal at the rate borne by the Notes; 

  

	 	(C)	to the extent that payment of such interest is lawful, interest on overdue interest and overdue principal at the rate borne by the Notes, which has become due otherwise
than by such declaration of acceleration; and 

  

	 	(D)	all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and


 (ii) no such rescission would conflict with any judgment or decree of a court of competent jurisdiction; and

 (iii) all Events of Default, other than the non-payment of amounts of principal of (or premium, if any, on) or interest on
the Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.04. 
 No
such rescission shall affect any subsequent default or impair any right consequent thereon. 
 (d) Notwithstanding the
preceding paragraph, in the event of a declaration of acceleration in respect of the Notes because of an Event of Default specified in Section 6.01(d) shall have occurred and be continuing, such declaration of acceleration shall be
automatically annulled if the Indebtedness that is the subject of such Event of Default has been discharged or the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness, and written notice of such discharge
or rescission, as the case may be, shall have been given to the Trustee by the Company and countersigned by the Holders of such Indebtedness or a trustee, fiduciary or agent for such Holders, within 30 days after such declaration of acceleration in
respect of the Notes, and no other Event of Default has occurred during such 30-day period which has not been cured or waived during such period. 
 Section 6.03 Other Remedies. 
 If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture. 

  
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 The Trustee may maintain a proceeding even if it does not possess any of the Notes or does
not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence
in the Event of Default. All remedies are cumulative to the extent permitted by law. 
 Section 6.04 Waiver of Past Defaults.

 Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee
may on behalf of the Holders of all of the Notes waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, premium and Special Interest, if any,
or interest on, the Notes (including in connection with a Repurchase Offer); provided that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any
related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other Default or impair any right consequent thereon. 
 Section 6.05 Control by Majority.

 Holders of a majority in principal amount of the then outstanding Notes may direct the time, method and place of
conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture that the Trustee
determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it
determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal or interest or Special Interest. 
 Section 6.06 Limitation on Suits. 
 Subject to Section 6.07, a
Holder of a Note may pursue a remedy with respect to this Indenture or the Notes only if: 
 (a) the Holder of a Note gives
to the Trustee written notice of a continuing Event of Default; 
 (b) the Holders of at least 25% in principal amount of
the then outstanding Notes make a written request to the Trustee to pursue the remedy; 
 (c) such Holder of a Note or
Holders of Notes offer and, if requested, provide to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense; 
 (d) the Trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested, the provision of indemnity; and 

  
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 (e) during such 60-day period the Holders of a majority in principal amount of the then
outstanding Notes do not give the Trustee a direction inconsistent with the request. 
 A Holder of a Note may not use this
Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note. 

Section 6.07 Rights of Holders of Notes to Receive Payment. 
 Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium and Special Interest, if any, and interest on the Note, on or after the
respective due dates expressed in the Note (including in connection with a Repurchase Offer), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such
Holder. 
 Section 6.08 Collection Suit by Trustee. 
 If an Event of Default specified in Section 6.01(a) or (b) occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the
Company for the whole amount of principal of, premium and Special Interest, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to
cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 
 Section 6.09 Restoration of Rights and Remedies. 
 If the Trustee or
any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every
such case, subject to any determination in such proceedings, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the
Holders shall continue as though no such proceeding has been instituted. 
 Section 6.10 Rights and Remedies Cumulative. 

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in
Section 2.07, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy. 
 Section 6.11 Delay or Omission Not Waiver. 

No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall
impair any such right or remedy or constitute a 

  
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waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 
 Section 6.12 Trustee May File Proofs of
Claim. 
 The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings
relative to the Company (or any other obligor upon the Notes including the Guarantors), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any
such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of
any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason,
payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under
any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 
 Section 6.13 Priorities. 
 If the Trustee collects any money pursuant
to this Article, it shall pay out the money in the following order: 
 (i) to the Trustee, its agents and
attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection; 

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

(i) to the Company or to such party as a court of competent jurisdiction shall direct including a Guarantor, if
applicable. 
 The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this
Section 6.13. 

  
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 Section 6.14 Undertaking for Costs. 

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or
omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable
attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by the Trustee, a suit by a Holder of a Note
pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes. 

ARTICLE 7. 

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

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

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

(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provision
hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. 

(c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act or its own willful
misconduct, except that: 
 (i) this paragraph does not limit the effect of paragraph (b) of this
Section 7.01; 
 (ii) the Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and 

  
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 (iii) the Trustee shall not be liable with respect to any action it takes or
omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof. 
 (d) Whether
or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section 7.01. 

(e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be
under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

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

Section 7.02 Rights of Trustee. 
 (a) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated
in the document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled
to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. 

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

(c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or
attorney appointed with due care. 
 (d) The Trustee shall not be liable for any action it takes or omits to take in good faith
that it believes to be authorized or within the rights or powers conferred upon it by this Indenture. 
 (e) Unless otherwise
specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company. 

  
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 (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested
in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities that might be incurred by
it in compliance with such request or direction. 
 (g) The Trustee shall not be deemed to have notice of any Default or Event
of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice
references the Notes and this Indenture 
 (h) In no event shall the Trustee be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. 

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

(j) The Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles
of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized
in any such certificate previously delivered and not superseded. 
 Section 7.03 Individual Rights of Trustee. 

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or
any Affiliate of the Company with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission
to continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof. 
 Section 7.04 Trustee’s Disclaimer. 
 The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the
Company’s direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital
herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. 

  
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 Section 7.05 Notice of Defaults. 

If a Default or Event of Default occurs and is continuing and if it is known to the Trustee (or the Canadian Trustee, and provided that
the Trustee has complied with Section 2.05 hereof), the Trustee shall mail to Holders of Notes (and the Canadian Trustee shall mail to Holders shown in the Register to be resident in Canada) a notice of the Default or Event of Default within 90
days after it occurs, in the case of a Default, or within 30 days after the Trustee becomes aware of the Event of Default, in the case of an Event of Default. Except in the case of a Default or Event of Default in payment of principal of, premium,
if any, or interest or Special Interest, if any, on any Note, the Trustee or the Canadian Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the
interests of the Holders of the Notes and the Trustee shall withhold the notice of any Default under Section 6.01(d) hereof until 30 days after notice under such section is given. 
 Section 7.06 Reports by Trustee to Holders of the Notes. 
 Within 60
days after each May 15 beginning with the May 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a brief report dated as of such reporting date that
complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with TIA § 313(b)(2). The Trustee
shall also transmit by mail all reports as required by TIA § 313(c). 
 A copy of each report at the time of its mailing to
the Holders of Notes shall be mailed to the Company and filed with the Commission and each stock exchange on which the Notes are listed in accordance with TIA § 313(d). The Company shall promptly notify the Trustee when the Notes are listed on
any stock exchange and of any delisting thereof. 
 Section 7.07 Compensation and Indemnity. 

The Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as
the parties shall agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable
disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. 

The Company agrees to indemnify each of the trustee or any predecessor Trustee and their agents for, and to hold them harmless against,
any and all loss, damage, claims, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), arising out of or in connection with the acceptance or administration of the trust or
trusts hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Company, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties
hereunder, or in connection with enforcing the provisions of this Section 7.07, except to the extent that such loss, damage, claim, liability or expense is due to its own negligence or bad faith. 

  
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 The obligations of the Company under this Section 7.07 shall survive the satisfaction
and discharge of this Indenture. 
 To secure the Company’s payment obligations in this Section, the Trustee shall have a
Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. 

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(h) or (i) hereof
occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. 

The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable. 

Section 7.08 Replacement of Trustee. 
 A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section.

 The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Company.
The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: 

(a) the Trustee fails to comply with Section 7.10 hereof; 

(b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any
Bankruptcy Law; 
 (c) a custodian or public officer takes charge of the Trustee or its property; or 

(d) the Trustee becomes incapable of acting. 
 If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee
takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. 

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the
Company’s expense), the Company, or the Holders of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. 

  
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 If the Trustee, after written request by any Holder who has been a Holder for at least six
months, fails to comply with Section 7.10, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 

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

Section 7.09 Successor Trustee by Merger, etc. 
 If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall
be the successor Trustee. 
 Section 7.10 Eligibility; Disqualification. 

There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of
America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $50,000,000
as set forth in its most recent published annual report of condition. 
 This Indenture shall always have a Trustee who
satisfies the requirements of TIA § 310(a)(1), (2) and (5). The Trustee is subject to TIA § 310(b). 
 Section 7.11
Preferential Collection of Claims Against Company. 
 The Trustee is subject to TIA § 311(a), excluding any creditor
relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein. 
 Section 7.12 Appointment of Co-Trustee. 
 It is the purpose of this
Indenture that: (a) for so long as the Company remains governed by the provisions of the ABCA, this Indenture will comply with the requirements of Division 1 of Part 7 of the ABCA, including the requirement that at least one of the trustees
hereunder be a “trust corporation” within the meaning applicable under the ABCA (referred to in Sections 2.05, 7.05 and this Section 7.12 as the “Canadian Trustee”), unless and until the Company obtains an order under
applicable law exempting it from such requirement; and (b) there shall be no violation of any law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as trustee in such jurisdiction.
It is recognized that in the case of litigation under this Indenture, and in particular in case of the enforcement thereof on default, or 

  
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in the case the Trustee or the Canadian Trustee deems that by reason of any present or future law of any jurisdiction it may not exercise any of the powers, rights or remedies granted to the
Trustee or the Canadian Trustee or hold title to the properties, in trust, as herein granted or take any action which may be desirable or necessary in connection therewith, it may be necessary that the Trustee appoint an individual or institution as
a separate or co-trustee in addition to any Canadian Trustee. The following provisions of this Section are adopted to these ends. 
 It is understood that the responsibilities of the Canadian Trustee shall be limited in all events to performing only such functions as are specified herein or in such instrument of appointment to be
performed by the Canadian Trustee and to performing such functions solely in respect of those Holders who, at the particular time, are shown in the Note Register to be residents of Canada. Notwithstanding anything else contained herein, nothing
herein shall require the Canadian Trustee to carry on any business or activity, to exercise any power or to perform any function, outside of Canada or in relation to Holders who are not shown in the Note Register to be residents of Canada, or to
engage in any business or activity, or to exercise any power or perform any function, in any jurisdiction where the Canadian Trustee does not hold all such authorizations, registrations or licenses as may be necessary to carry on such business or
activity or to exercise such power or perform such function. 
 In performing its functions, exercising any of its rights or
powers and discharging its duties hereunder, the Canadian Trustee shall: 
 (a) act honestly and in good faith with a view
to the best interests of those Holders who, at the particular time, are shown in the Note Register to be residents of Canada; and 
 (b) exercise the care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances, as such standard of care would be interpreted in accordance with the ABCA
under the laws of the Province of Alberta and the federal laws of Canada applicable therein. 
 Under no circumstances will the
Canadian Trustee be held to any other or higher standard of care than set forth in this Section 7.12. Each of paragraph (b)(ii) (other than the last sentence thereof and the preamble thereto) of Section 7.01 and Sections 2.05, 4.04, 7.02,
7.05, 7.06, 7.08, 7.09 and 12.04 shall apply in all respects to or in respect of the Canadian Trustee as if (A) each reference therein to the Trustee were a reference to the Canadian Trustee, (B) each reference to the Corporate Trust
Office of the Trustee were a reference to the office of the Canadian Trustee (or such other office as the Canadian Trustee shall have notified the Trustee and the Company in writing in accordance with Article 12) and (C) the obligations of the
Canadian Trustee are construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein. Every provision of this Indenture that in any way relates to the Canadian Trustee is subject to this
Section 7.12. 
 The Canadian Trustee may resign its trust and be discharged from all further duties and liabilities
hereunder by giving to the Company and the Trustee 90 days notice in writing or such shorter notice as the Company may accept as sufficient and the Canadian Trustee may be removed at any time by written notice from the Trustee or, if no Default or
Event of Default has occurred and is continuing, the Company. If at any time a material conflict of interest exists in 

  
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the Canadian Trustee’s role as a fiduciary hereunder, the Canadian Trustee shall, within 90 days after ascertaining that such a material conflict of interest exists, either eliminate such
material conflict of interest or resign in the manner and with the effect specified in this Section 7.12. The validity and enforceability of this Indenture and of the Notes issued hereunder shall not be affected in any manner whatsoever by
reason only that such a material conflict of interest exists. In the event of the Canadian Trustee resigning or being removed or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the
Company shall forthwith appoint a new Canadian Trustee unless a new Canadian Trustee has already been appointed by Holders of a majority in principal amount of the then Outstanding Notes or applicable law no longer requires that there be a Canadian
Trustee hereunder. Failing such appointment by the Company or such Holders, the retiring Canadian Trustee or any Holder may (unless applicable law no longer requires a Canadian Trustee hereunder) apply to a Judge of the Court of Queen’s Bench
of Alberta, on such notice as such Judge may direct and at the Company’s expense, for the appointment of a new Canadian Trustee, but any new Canadian Trustee so appointed by the Company, such Holders or the Court shall be subject to removal as
aforesaid by the Holders. Any Canadian Trustee appointed under any provision of this Section 7.12 shall be a corporation authorized to carry on the business of a trust company in the Province of Alberta. On any new appointment the new Canadian
Trustee shall be vested with the same powers, rights, duties and responsibilities as if it had been originally appointed Canadian Trustee as contemplated herein. 
 In the event that the Trustee appoints an additional individual or institution as a separate or co-trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title,
interest and lien expressed or intended by this Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate or co-trustee but only to the extent necessary to enable such
separate or co-trustee to exercise such powers, rights and remedies, and only to the extent that the Trustee by the laws of any jurisdiction is incapable of exercising such powers, rights and remedies and every covenant and obligation necessary to
the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them. 
 Should any instrument
in writing from the Company be required by any Canadian Trustee or any other separate or co-trustee appointed by the Trustee for more fully and certainly vesting in and confirming to it such properties, rights, powers, trusts, duties and
obligations, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Company; provided, that if an Event of Default shall have occurred and be continuing, if the Company does not execute any such
instrument within fifteen (15) days after request therefor, the Trustee shall be empowered as an attorney-in-fact for the Company to execute any such instrument in the Company’s name and stead. In case any Canadian Trustee or any other
separate or co-trustee or a successor to either of them shall die, become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such Canadian Trustee or separate or co-trustee, so
far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such Canadian Trustee or separate or co-trustee. 
 The Canadian Trustee and every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: 

(i) all rights and powers, conferred or imposed upon the Trustee shall be conferred or imposed upon and may be exercised or performed by
such separate trustee or co-trustee; and 

  
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 (ii) no trustee hereunder shall be personally liable by reason of any act or omission
of any other trustee hereunder. 
 Any notice, request or other writing given to the Trustee shall be deemed to have been given
to each of the Canadian Trustee and the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing the Canadian Trustee and any separate trustee or co-trustee shall refer to this Indenture and the
conditions of this Article. 
 Any Canadian Trustee, separate trustee or co-trustee may at any time appoint the Trustee as its
agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any Canadian Trustee, separate trustee or co-trustee shall
die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

 ARTICLE 8. 
 LEGAL DEFEASANCE AND COVENANT DEFEASANCE 
 Section 8.01 Option to Effect Legal Defeasance
or Covenant Defeasance. 
 The Company may, at its option and at any time, elect to have either Section 8.02 or 8.03
hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8. 
 Section 8.02 Legal
Defeasance and Discharge. 
 Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this
Section 8.02, the Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and
Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by
the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all
its other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following
provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such
Section, payments in respect of the principal of, or interest or premium and Special Interest, if any, on such Notes when such payments are due, (b) the 

  
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Company’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the
Company’s and the Guarantors’ obligations in connection therewith and (d) this Article 8. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise
of its option under Section 8.03 hereof. 
 Section 8.03 Covenant Defeasance. 

Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Company and its
Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16,
4.17, 4.20 and 4.21 hereof and clauses (2) and (3) of Section 5.01(a) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant
Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants,
but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to
the outstanding Notes, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any
such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as
specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f) and 6.01(i) hereof shall not constitute Events of Default. 
 Section 8.04 Conditions to Legal or Covenant Defeasance. 
 The
following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes: 
 In
order to exercise either Legal Defeasance or Covenant Defeasance: 
 (a) The Company shall irrevocably deposit with the
Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, in the
opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and premium and Special Interest, if any, on the outstanding Notes on the stated maturity or on the applicable redemption date, as the
case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular redemption date; 

  
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 (b) in the case of an election under Section 8.02 hereof, the Company shall have
delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the date of this
Indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain
or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had
not occurred; 
 (c) in the case of an election under Section 8.03 hereof, the Company shall have delivered to the
Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be
subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; 
 (d) in the case of Section 8.02 or Section 8.03, the Company shall have delivered to the Trustee an Opinion of Counsel in Canada to the effect that Holders of the outstanding Notes will not
recognize income, gain or loss for Canadian federal or provincial income tax or other tax purposes as a result of such Legal Defeasance or Covenant Defeasance, as applicable, and will be subject to Canadian federal or provincial income tax and other
tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance or Covenant Defeasance, as applicable, had not occurred (which condition may not be waived by any Holder or the Trustee);

 (e) no Default or Event of Default may have occurred and be continuing on the date of such deposit (other than a Default
or Event of Default resulting from the borrowing of funds to be applied to such deposit); 
 (f) such Legal Defeasance or
Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or
any of its Subsidiaries is bound; 
 (g) The Company shall have delivered to the Trustee an Officers’ Certificate
stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and

 (h) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each
stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with. 

  
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 Section 8.05 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous
Provisions. 
 Subject to Section 8.06 hereof, all money and non-callable Government Securities (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust
and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company or a Guarantor acting as Paying Agent) as the Trustee may determine,
to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium and Special Interest, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

 The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash
or non-callable Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the
outstanding Notes. 
 Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the
Company from time to time upon the request of the Company any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent
Legal Defeasance or Covenant Defeasance. 
 Section 8.06 Repayment to Company. 

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

  
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 Section 8.07 Reinstatement. 

If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable Government Securities in accordance with
Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations under this
Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with
Section 8.02 or 8.03 hereof, as the case may be; provided that, if the Company makes any payment of principal of, premium and Special Interest, if any, or interest on any Note following the reinstatement of its obligations, the Company
shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent. 
 ARTICLE 9. 
 AMENDMENT, SUPPLEMENT AND WAIVER 

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

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

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

(3) to provide for the assumption of the Company’s obligations to Holders of Notes by a successor to the Company pursuant to
Article 5 or Article 10 hereof; 
 (4) to make any change that would provide any additional rights or benefits to the
Holders of Notes or that in the good faith opinion of the Board of Directors of the Company (evidenced by a resolution of the Board of Directors set forth in an Officers’ Certificate delivered to the Trustee) does not adversely affect the
rights under this Indenture of any such Holder; 
 (5) to add a Guarantor; 

(6) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA;

 (7) to conform the text of this Indenture, the Guarantees or the Notes to any provision described under the caption,
“Description of Notes” in the Offering Circular; or 
 (8) to issue Additional Notes in compliance with
Section 4.09. 
 Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the
execution of any such amended or supplemental indenture, and upon receipt by 

  
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the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized
or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its
own rights, duties or immunities under this Indenture or otherwise. 
 Section 9.02 With Consent of Holders of Notes. 

Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture (including
Section 3.09, 4.10 and 4.15 hereof), the Note Guarantees and the Notes with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class
(including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in
the payment of the principal of, premium and Special Interest, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Note Guarantees
or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer
or exchange offer for, or purchase of, the Notes). 
 Upon the request of the Company accompanied by a resolution of its Board
of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee
of the documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights,
duties or immunities under this indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. 

It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any
proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. 
 After an amendment,
supplement or waiver under this Section becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes (including
Additional Notes, if any) then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or
waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): 
 (a) reduce the
principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; 

  
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 (b) reduce the principal of or change the fixed maturity of any Note, change the date
on which any Notes may be subject to redemption or repurchase or reduce the redemption or repurchase price thereof (other than, at any time prior to the occurrence of a triggering Change of Control or a requirement to make an Asset Sale Offer, as
applicable, the provisions relating to the covenants in Sections 4.10 and 4.15); 
 (c) reduce the rate of or change the
time for payment of interest on any Note, including Additional Amounts; 
 (d) waive a Default or Event of Default in the
payment of principal of, or interest or premium, or Special Interest, if any, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment
default that resulted from such acceleration); 
 (e) make any Note payable in money other than that stated in the Notes;

 (f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of
Notes to receive payments of principal of or interest or premium or Special Interest, if any, on the Notes; 
 (g) release
any Guarantor from any of its obligations under its Guarantee or this Indenture, except in accordance with the terms of this Indenture; or 
 (h) make any change in Section 6.04 or 6.07 hereof or in the foregoing amendment and waiver provisions. 
 Section 9.03 Compliance with Trust Indenture Act. 
 Every amendment or
supplement to this Indenture or the Notes shall be set forth in a amended or supplemental Indenture that complies with the TIA as then in effect. 
 Section 9.04 Revocation and Effect of Consents. 
 Until an amendment,
supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s
Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver,
supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder. 
 The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement, or waiver. If a record date is fixed, then,
notwithstanding the preceding paragraph, those Persons who were 

  
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Holders at such record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to such amendment, supplement, or waiver or to revoke any consent previously
given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date unless the consent of the requisite number of Holders has been obtained.

 Section 9.05 Notation on or Exchange of Notes. 
 The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee shall, upon
receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver. 
 Failure to make
the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver. 

Section 9.06 Trustee to Sign Amendments, etc. 
 The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of
the Trustee. The Company may not sign an amendment, supplement or waiver until the Board of Directors approves it. In executing any amendment, supplement or waiver, the Trustee shall be entitled to receive and (subject to Section 7.01 hereof)
shall be fully protected in relying upon, in addition to the documents required by Section 12.04 hereof, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized
or permitted by this Indenture. 
 ARTICLE 10. 
 GUARANTEES 
 Section 10.01 Note Guarantee. 

Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the
principal, interest, premium and Special Interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if
any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of
time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or
otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee
of payment and not a guarantee of collection. 

  
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 The Guarantors hereby agree that their obligations hereunder shall be unconditional,
irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery
of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall not
be discharged except by complete performance of the obligations contained in the Notes and this Indenture. 
 The obligations of
the Guarantor under its Note Guarantee are independent of the obligations guaranteed by such Guarantor hereunder, and a separate action or actions may be brought and prosecuted by the Trustee on behalf of, or by, the Holders, subject to the terms
and conditions set forth in this Indenture against a Guarantor to enforce the Note Guarantee, irrespective of whether any action is brought against the Company or whether the Company is joined in any such action or actions. 

The Guarantor hereby agrees that, in the event of a default in payment of principal (or premium and Special Interest, if any) or interest
on a Note, whether at its stated maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture,
directly against each of the Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Company or any other Guarantor. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of
Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with
respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee
or any of the Holders. 
 If any Holder or the Trustee is required by any court or otherwise to return to the Company, the
Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged,
shall be reinstated in full force and effect. 
 Each Guarantor agrees that it shall not be entitled to any right of subrogation
in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee,
on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become
due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under
the Guarantee. 

  
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 Each Note Guarantee shall remain in full force and effect and continue to be effective
should any petition be filed by or against the Company for liquidation, reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant
part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or
reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Note Guarantees, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had
not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Note shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded,
reduced, restored or returned. The form of Note Guarantee is attached hereto as Exhibit E. 
 In case any provision of any Note
Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

The Note Guarantee issued by any Guarantor shall be a general obligation of such Guarantor, ranking pari passu with any other
senior indebtedness of such Guarantor, if any. 
 Each payment to be made by a Guarantor in respect of its Note Guarantee shall
be made without set-off, counterclaim, reduction or diminution of any kind or nature. 
 Section 10.02 Limitation on Guarantor
Liability. 
 Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such
parties that the guarantee by each Guarantor pursuant to its Note Guarantee not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar
United States federal or state law or Canadian federal or provincial law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations
of each Guarantor shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other
Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under the Guarantee not constituting a fraudulent
conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment or distribution under a Guarantee shall be entitled to a contribution from each other Guarantor in a proportional amount based on the net assets of each
Guarantor, determined in accordance with GAAP. 
 Section 10.03 Execution and Delivery of Note Guarantee. 

To evidence its Note Guarantee set forth in Section 10.01, each Guarantor hereby agrees that a notation of such Note Guarantee
substantially in the form included in Exhibit E shall be 

  
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endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Guarantor by its President or one of
its Vice Presidents. 
 Each Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01 shall remain in
full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. 
 If an Officer
whose signature is on this Indenture or on the Note Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Note Guarantee is endorsed, the Note Guarantee shall be valid nevertheless. 

The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee
set forth in this Indenture on behalf of the Guarantors. 
 In the event that the Company creates or acquires any new Restricted
Subsidiaries subsequent to the date of this Indenture, if required by Section 4.16 hereof, the Company shall cause such Restricted Subsidiaries to execute supplemental indentures to this Indenture and Note Guarantees in accordance with
Section 4.16 hereof and this Article 10, to the extent applicable. 
 Section 10.04 Guarantors May Consolidate, etc., on Certain
Terms. 
 Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of all or
substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person whether or not affiliated with such Guarantor unless: 

(a) immediately after giving effect to that transaction, no Default or Event of Default exists; and 

(b) either: 
 (1) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation, amalgamation or merger, if other than such Guarantor, the Company or
another Guarantor, assumes all the obligations of that Guarantor under this indenture, its Guarantee and, if the Exchange Offer has not been consummated or Special Interest remains due and owing, under the Registration Rights Agreement pursuant to a
supplemental Indenture satisfactory to the Trustee and completes all other required documentation; or 
 (2) in
the case of a sale or disposition constituting an Asset Sale, the Net Proceeds of such sale or other disposition are applied in accordance with the provisions of this Indenture described in the second paragraph under Section 4.10 hereof;

 In case of any such consolidation, amalgamation, merger, sale or conveyance and upon the assumption by the successor Person
(where applicable), by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Guarantee endorsed 

  
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upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be
substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which
theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter
issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. 
 Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or
merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor. 

Section 10.05 Releases Following Sale of Assets. 
 A Guarantor shall be released from all of its obligations under its Guarantee if all or substantially all of its assets are sold or otherwise disposed of or its Capital Stock is sold or otherwise disposed
of in a transaction after which such Guarantor is no longer a Subsidiary of the Company, in each case in a transaction in compliance with Section 4.10 hereof, or the Guarantor merges with or into or consolidates with, or transfers all or
substantially all of its assets in compliance with Section 5.01 hereof, provided that the Net Proceeds of such sale are applied in accordance with the applicable provisions of this Indenture, including (without limitation)
Section 4.10 hereof. Further, if the Company redesignates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.17 hereof, then such Guarantor will be released and relieved of any
obligations under its Note Guarantee. Further, a Guarantor shall be released from all obligations under its Guarantee upon legal defeasance or satisfaction and discharge of this Indenture in compliance with Article 8 or Article 11 hereof,
respectively. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture,
including without limitation Section 4.10 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. 

Any Guarantor not released from its obligations under its Note Guarantee shall remain liable for the full amount of principal of and
interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. 

Section 10.06 Subrogation 
 Each Guarantor shall be subrogated to all rights of Holders of Notes against the Company in respect of any amounts paid by any Guarantor pursuant to the provisions of Section 10.01; provided
that, if an Event of Default has occurred and is continuing, no Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Company under
this Indenture or the Notes shall have been paid in full. 

  
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 Section 10.07 Benefits Acknowledged 

Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this
Indenture and that the guarantee and waivers made by it pursuant to its Note Guarantee are knowingly made in contemplation of such benefits. 
 ARTICLE 11. 
 SATISFACTION AND DISCHARGE 

Section 11.01 Satisfaction and Discharge. 
 This Indenture will be discharged and will cease to be of further effect as to all Notes issued thereunder, when: 
 (a) either: 
 (1) all Notes that have been authenticated,
except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or 

(2) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of
the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of
the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay
and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium and Special Interest, if any, and accrued interest to the date of maturity or redemption; 

(b) no Default or Event of Default shall have occurred and be continuing on the date of the deposit or shall occur as a result of
the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; 

(c) The Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and 

(d) The Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the
payment of the Notes at maturity or the redemption date, as the case may be. 

  
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 In addition, the Company must deliver an Officers’ Certificate and an opinion of counsel to the Trustee
stating that all conditions precedent to satisfaction and discharge have been satisfied. 
 Notwithstanding the satisfaction and
discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section 11.01, the provisions of Section 11.02 and Section 8.06 hereof shall survive.

 Section 11.02 Application of Trust Money. 
 Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 11.01 hereof shall be held in trust and applied by it, in accordance with the
provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and
premium and Special Interest, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law. 

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 11.01 hereof by
reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s and any Guarantor’s obligations under this
Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof; provided that if the Company has made any payment of principal of, premium and Special Interest, if any, or
interest on any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

 ARTICLE 12. 
 MISCELLANEOUS 
 Section 12.01 Trust Indenture Act Controls. 

If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA §318(c), the imposed duties shall
control. 
 Section 12.02 Notices. 
 Any notice or communication by the Company, any Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return
receipt requested), telecopier or overnight air courier guaranteeing next day delivery, to the others’ address: 
 If to the
Company and/or any Guarantor: 
 Millar Western Forest Products Ltd. 

16640-111 Avenue, 

Edmonton, Alberta, Canada, T2M 2S5 
 Telecopier No.: (780) 486-8282 
 Attention: Chief Financial Officer


  
 100









 With a copy to: 
 Fraser Milner Casgrain LLP 
 10180 101 Street 

Edmonton, Alberta, Canada, T5J 3V5 
 Telecopier No.: (780) 423-7276 
 Attention: Robert J. Turner 

If to the Trustee: 
 The Bank of New York Mellon 
 101 Barclay Street 4E 

New York, NY 10286 
 Telecopier No.: (212) 815-5366 
 Attention: Joellen McNamara 

BNY Trust Company of Canada 
 Bow Valley Square 4 
 Suite 310, 250 - 6 Avenue SW 

Calgary, Alberta, Canada, T2P 3H7 
 Telecopier No. 403 538 8700 
 Attention: Manager Corporate Trust 

The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, facsimile
transmission, or other similar unsecured electronic methods. If the party elects to give the trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such
instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance
with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The party providing electronic instructions agrees to assume all risks arising out of the use of such electronic methods to
submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception and misuse by third parties. 

Notwithstanding anything to the contrary contained herein, as long as the Notes are in the form of a Global Note, notice to the Holders
may be made electronically in accordance with the procedures of the Depositary. 
 The Company, any Guarantor or the Trustee, by
notice to the others may designate additional or different addresses for subsequent notices or communications. 

  
 101









 All notices and communications (other than those sent to Holders) shall be deemed to have
been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telecopied; and the next Business Day after timely delivery to the
courier, if sent by overnight air courier guaranteeing next day delivery; provided that any notice or communication delivered to the Trustee shall be deemed effective upon actual receipt thereof. 

Any notice or communication to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or by
overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in TIA § 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. 
 If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it. 

If the Company mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time.

 Section 12.03 Communication by Holders of Notes with Other Holders of Notes. 

Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes.
The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c). 
 Section 12.04 Certificate and
Opinion as to Conditions Precedent. 
 (a) Upon any request or application by the Company or any of the Restricted
Subsidiaries to the Trustee to take any action under this Indenture, the Company or such Guarantor, as the case may be, shall furnish to the Trustee an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which
shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

 (b) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements
set forth in Section 12.05 below) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied. 
 Section 12.05 Statements Required in Certificate or Opinion. 
 Each
certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to Section 4.04 hereof or TIA § 314(a)(4)) shall comply with the provisions of TIA
§ 314(e) and shall include: 
 (a) a statement that the Person making such certificate or opinion has read such covenant or
condition; 

  
 102









 (b) a brief statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are based; 
 (c) a statement that, in the opinion of
such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with (and, in the case of an Opinion of Counsel, may be
limited to reliance on an Officers Certificate as to matters of fact); and 
 (d) a statement as to whether or not, in the
opinion of such Person, such condition or covenant has been complied with. 
 Section 12.06 Rules by Trustee and Agents. 

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules
and set reasonable requirements for its functions. 
 Section 12.07 No Personal Liability of Directors, Officers, Trustees, Employees,
Shareholders, Partners and Principals. 
 No past, present or future director, officer, employee, incorporator or shareholder
of the Company or any Guarantor, as such, shall have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Note Guarantees, or for any claim based on, in respect of, or by reason of, such obligations
or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. 
 Section 12.08 Governing Law. 
 THE LAWS OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES. 
 Section 12.09 Waiver of Jury Trial. 

EACH OF THE COMPANY, THE TRUSTEE, EACH HOLDER AND EACH GUARANTOR HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY. 
 Section 12.10 Force Majeure. 
 In no event shall the Trustee be
responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work
stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of god, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services.


  
 103









 Section 12.11 No Adverse Interpretation of Other Agreements. 

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or their Restricted Subsidiaries or
of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 
 Section 12.12
Successors. 
 All agreements of the Company in this Indenture and the Notes shall bind their successors. All agreements of
the Trustee in this Indenture shall bind its successors. All agreements of each Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 10.05. 
 Section 12.13 Agent for Service; Submission to Jurisdiction; Waiver of Immunities. 
 By the execution and delivery of this Indenture, the Company and each of the non-U.S. Guarantors (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT
Corporation System, 111 Eighth Avenue, 13th Floor, New
York, New York 10011 as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to the Notes, the Note Guarantees or this Indenture that may be instituted in any U.S. federal or state court
located in the Borough of Manhattan in The City of New York, or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that CT
Corporation System has accepted such designation, (ii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding, and (iii) agrees that service of process upon CT Corporation System and written notice
of said service to it (mailed or delivered to its Chief Financial Officer at its principal office in Edmonton, Alberta as specified in Section 12.02 hereof), shall be deemed in every respect effective service of process upon it in any such suit
or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect so long
as this Indenture shall be in full force and effect. 
 To the extent that any of the Company or the Guarantors has or hereafter
may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each
of the Company and the Guarantors hereby irrevocably waives such immunity in respect of its obligations under this Indenture and the Notes, to the extent permitted by law. 

  
 104









 Section 12.14 Conversion of Currency. 

(a) 
 (1) If for the purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into any other currency (the “judgment currency”)
an amount due in U.S. dollars, then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which the judgment is given or the order of enforcement is made, as the case may be (unless a court shall
otherwise determine). 
 (2) If there is a change in the rate of exchange prevailing between the Business Day
before the day on which the judgment is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company will pay such additional (or, as the case
may be, such lesser) amount, if any, as may be necessary so that the amount paid in the judgment currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in U.S. dollars originally due. 

(b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Notes, Note Guarantees or this
Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders and the Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange
between (1) the date as of which the equivalent of the amount in U.S. dollars due or contingently due under the Notes, Note Guarantees or this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up
and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Clause (b), the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or
otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect
thereto. 
 (c) The obligations contained in Clauses (a)(ii) and (b) of this Section 12.12 shall constitute separate
and independent obligations of the Company from its other obligations under the Notes, Note Guarantees and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or
extension granted by any Holder or Trustee or either of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated
sum in respect of amounts due hereunder (other than under Clause (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the Trustee, as the case may be,
and no proof or evidence of any actual loss shall be required by the Company, the Guarantors or the liquidator or otherwise. In the case of Clause (b) above, the amount of such deficiency shall not be deemed to be reduced by any variation in
rates of exchange occurring between the said final date and the date of any liquidating distribution. 
 (d) The term
“rate(s) of exchange” shall mean the rate of exchange quoted by the Federal Reserve Bank of New York, noon buying rate on the date of determination for purchases of U.S. dollars with the judgment currency other than U.S. dollars referred
to in Clauses (a) and (b) above and includes any premiums and costs of exchange payable. 

  
 105









 (e) The Trustee shall have no duty or liability with respect to monitoring or enforcing this
Section 12.14. 
 Section 12.15 Currency Equivalent. 
 Except as provided in Section 12.12, for purposes of the construction of the terms of this Indenture or of the Notes and Note Guarantees, in the event that any amount is stated herein in the currency
of one nation (the “First Currency”), as of any date such amount shall also be deemed to represent the amount in the currency of any other relevant nation (the “Other Currency”) which is required to purchase such
amount in the First Currency at the rate of exchange quoted by the Federal Reserve Bank of New York on the Monday preceding the date of determination. 
 Section 12.16 Severability. 
 In case any provision in this Indenture
or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 Section 12.17 Counterpart Originals. 
 The parties may sign any number
of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 

Section 12.18 Table of Contents, Headings, etc. 
 The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this
Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 
 [Signatures on following page]


  
 106









 SIGNATURES 

 

			
	MILLAR WESTERN FOREST PRODUCTS LTD.
		
	By:	 	 /s/ J. Craig Armstrong

	Name:	 	J. Craig Armstrong
	Title:	 	President and Chief Executive Officer


  

			
	By:	 	 /s/ Kevin Edgson

	Name:	 	Kevin Edgson
	Title:	 	Vice President and Chief Financial Officer



  
 [Signature
Page to Indenture] 









					
	THE BANK OF NEW YORK MELLON
	AS TRUSTEE
		
	By:	 	 /s/ Erika Walker

		 	Name:	 	Erika Walker
		 	Title:	 	Vice President



  
 [Signature
Page to Indenture] 









			
	BNY TRUST COMPANY OF CANADA
	AS CO-TRUSTEE
		
	By:	 	 /s/ Robert Solis

		 	Name: Robert Solis
		 	Title: Vice President, Corporate Trust



  
 [Signature
Page to Indenture] 








 EXHIBIT A 
 [Face of Note] 
 [Insert the Global Note Legend, if applicable pursuant to the
provisions of the Indenture] 
 [Insert the Private Placement Legend, if applicable pursuant to the provisions of the
Indenture] 

  
 A-1









  
 Rule 144A Note CUSIP: 599908 AF7 
 Rule 144A Note ISIN: US599908AF72 

Regulation S Note CUSIP: C55295 AC0 
 Regulation S Note ISIN: USC55295AC05 
 8.5% Senior Notes due 2021 

 

			
	No.     	 	US$             

 MILLAR WESTERN FOREST PRODUCTS LTD. 
 promises to pay to
                                         or
registered assigns, 
 the principal sum of
                                         
                                         
                   
 Dollars on April 1, 2021.

 Interest Payment Dates: April 1st and October 1st 
 Record
Dates: March 15 and September 15 

  
 A-2









 IN WITNESS HEREOF, the Company has caused this instrument to be duly executed. 

Dated: 
  

			
	MILLAR WESTERN FOREST PRODUCTS LTD.
		
	By:	 	  

		 	Name:
		 	Title:
		
	By:	 	  

		 	Name:
		 	Title:



  
 A-3









 This is one of the Notes referred to in the within-mentioned Indenture: 

 

			
	The Bank of New York Mellon
	  as Trustee
		
	By:	 	  

		
		 	Authorized Signatory



  
 A-4









 [Back of Note] 
 8.5% Senior Notes due 2021 
 Capitalized terms used herein shall have the meanings
assigned to them in the Indenture referred to below unless otherwise indicated. 
 1.
INTEREST. Millar Western Forest Products Ltd., a corporation incorporated under the laws of the Province of Alberta (the “Company”), promises to pay interest on the principal amount of this Note
at 8.5% per annum from April 7, 2011 until maturity and shall pay the Special Interest, if any, payable pursuant to the Registration Rights Agreement referred to below. The Company will pay interest and Special Interest, if any,
semi-annually in arrears on April 1st and October 1st of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”). Interest on the Notes will accrue from
the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that the first Interest Payment Date shall be October 1, 2011. The Company shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Special Interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest
will be computed on the basis of a 360-day year comprised of twelve 30-day months. For the purposes of disclosure under the Interest Act (Canada), the yearly rate of interest which is equivalent to the rate payable hereunder is the rate payable
multiplied by the actual number of days in the year divided by 360. 
 2. METHOD OF
PAYMENT. The Company will pay interest on the Notes (except defaulted interest) and Special Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the March 15 and
September 15 (whether or not a Business Day), as the case may be, next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in
Section 2.12 of the Indenture with respect to defaulted interest. Payment of interest and Special Interest, if any, shall be made to the Holders through DTC in accordance with DTC’s applicable procedures. Such payment shall be in such coin
or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 

3. PAYING AGENT AND REGISTRAR. Initially, The Bank of
New York Mellon, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to the Holders. The Company or any of the Restricted Subsidiaries may act in any such
capacity. 
 4. INDENTURE. The Company issued the Notes under an Indenture dated as of
April 7, 2011 (the “Indenture”) among the Company, the Trustee and the Co-Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended. The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the
provisions of the Indenture shall govern and be controlling. 

  
 A-5









 5. OPTIONAL REDEMPTION. 

(a) At any time prior to April 1, 2014, the Company may on any one or more occasions redeem up to 35% of the aggregate principal
amount of Notes, calculated after giving effect to the issuance of Additional Notes, if any, upon not less than 30 nor more than 60 days’ prior notice, at a redemption price of 108.5% of the principal amount, plus accrued and unpaid
interest and Special Interest, if any, to the redemption date, with the net cash proceeds of one or more sales of Common Stock of the Company; provided that: 

(1) at least 65% of the aggregate principal amount of Notes issued under the Indenture remains outstanding immediately
after the occurrence of such redemption (excluding Notes held by the Company and its Affiliates); and 
 (2) the
redemption occurs within 90 days of the date of the closing of such sale of Common Stock. 
 (b) Except pursuant to clauses
(a) and (d) hereof and as described below under clause (e) hereof, the Notes will not be redeemable at the Company’s option before April 1, 2016. 
 (c) On or after April 1, 2016, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of
principal amount) set forth below plus accrued and unpaid interest and Special Interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on April 1 of the years
indicated below: 
  

					
	Year	  	Percentage	 
	 2016
	  	 	104.250	% 
	 2017
	  	 	102.833	% 
	 2018
	  	 	101.417	% 
	 2019 and thereafter
	  	 	100.000	% 

 (d) The Notes may also be redeemed, in whole or in part, at any time prior to April 1, 2016 at the
option of the Company upon not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to 100.0% of the principal amount of the Notes redeemed plus the Applicable Premium (calculated by the Company) as of, and accrued and
unpaid interest, if any, to, the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). 

(e) The Company may redeem all, but not less than all, of the Notes at any time at 100% of the aggregate principal amount of the Notes,
plus accrued and unpaid interest and Special Interest, if any, on the Notes redeemed to the applicable redemption date, if the Company has become or would become obligated to pay, on the next date on which any amount would be payable with
respect to the Notes, any Additional Amounts as a result of a change in the laws (including any regulations promulgated thereunder) of Canada (or any political subdivision or 

  
 A-6









 
taxing authority thereof or therein), or any change in any official position regarding the application or interpretation of such laws or regulations, which change is announced or becomes
effective on or after the date of the Offering Circular. 
 6. MANDATORY REDEMPTION.

 The Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

 7. REPURCHASE AT OPTION OF HOLDER.

 (a) Upon the occurrence of a Change of Control, unless the Company has previously or concurrently exercised its right to
redeem all of the Notes in compliance with the provisions of Article 3 of the Indenture, the Company shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to US$2,000 or an integral
multiple of US$1,000 in excess thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Special Interest thereon, if any, to the date of repurchase
(the “Change of Control Payment”). The Change of Control Offer shall be made in accordance with Sections 3.09 and 4.15 of the Indenture. 
 (b) If the Company or any of its Restricted Subsidiaries consummates an Asset Sale, when the aggregate amount of Excess Proceeds exceeds US$20.0 million, the Company shall commence an offer (an
“Asset Sale Offer”) to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including
any Additional Notes) and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and
Special Interest thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari
passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate
principal amount of Notes and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company will select such other pari passu
Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes
purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes. 
 8.
NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date (except that redemption notices may be mailed more
than 60 days prior to a redemption date if the notice is issued in connection with Article 8 or Article 11 of the Indenture) to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than US$1,000 may be
redeemed in part but only in whole multiples of US$1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption. 

  
 A-7









 9. DENOMINATIONS, TRANSFER,
EXCHANGE. The Notes are in registered form without coupons in denominations of US$2,000 and integral multiples of US$1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted
by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register
the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed. 
 10. PERSONS
DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes. 
 11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture, the Note Guarantees or the Notes may
be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class, and any existing default or compliance with any provision of
the Indenture, the Note Guarantees or the Notes may be waived (other than a Default or Event of Default in the payment of the principal of, premium and Special Interest, if any, or interest on the Notes, except a payment default resulting from an
acceleration that has been rescinded) with the consent of the Holders of a majority in principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture,
the Note Guarantees or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the assumption of the Company’s
obligations to Holders of the Notes in case of a merger, consolidation or sale of assets, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under
the Indenture of any such Holder, to add a Guarantor, to comply with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act of 1939, as amended, to conform the text of the
Indenture, the Guarantees or the Notes to any provision described under the caption “Description of Notes” in the Offering Circular, to provide for the Issuance of Additional Notes in accordance with the limitations set forth in the
Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes. 
 12. DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of
Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of
Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture, the Notes or the Note Guarantees except as provided in the
Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may 

  
 A-8









 
direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of
Default relating to the payment of principal, premium or Special Interest, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by
notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or Special
Interest on, or the principal of, premium and Special Interest, if any, or interest on, the Notes. If a Default is deemed to occur solely because a Default (the “Initial Default”) already existed, then if such Initial Default is
cured and is not continuing, the Default or Event of Default resulting solely because the Initial Default existed shall be deemed cured, and will be deemed annulled, waived and rescinded without any further action required. The Company is required
to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of
Default. 
 12. AUTHENTICATION. This Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee. 
 13.
ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE
NOTES. In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement, dated as of April 7, 2011, between the Company and the parties named on the signature pages thereof (the “Registration Rights Agreement”), including the right to receive Special Interest (as defined in the
Registration Rights Agreement). 
 14. GOVERNING LAW. THE LAWS OF THE STATE
OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE NOTES AND THE NOTE GUARANTEES. 
 15. CUSIP Numbers.
Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience
to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights
Agreement. Requests may be made to: 
 Millar Western Forest Products Ltd. 
 16640-111 Avenue, 
 Edmonton, Alberta, Canada T2M 2S5 

Attention: Chief Financial Officer 

  
 A-9









 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 
  

			
	(I) or (we) assign and transfer this Note to:	  	  

		  	(Insert assignee’s legal name)
	
	  

	(Insert assignee’s soc. sec. or tax I.D. no.)
	
	  

	  

	  

	  

	(Print or type assignee’s name, address and zip code)

 and irrevocably appoint
                                         
                                         
                   to transfer this Note on the books of the Company. The agent may substitute another to act for him. 

Date:                      

 

			
	Your Signature:	 	  

	(Sign exactly as your name appears on the face of this Note)


  

			
	Signature Guarantee*:	 	  


  

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


  
 A-10









 OPTION OF HOLDER TO
ELECT PURCHASE 
 If you want to elect to have this Note purchased by the Company pursuant to
Section 4.10 or 4.15 of the Indenture, check the appropriate box below: 
  ̈
Section 4.10                     ̈ ̈
Section 4.15 
 If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.10
or Section 4.15 of the Indenture, state the amount you elect to have purchased: 
 US$
                                        
 
 Date:
                     
  

			
	Your Signature:	 	  

	(Sign exactly as your name appears on the face of this Note)
		
	Tax Identification No.:	 	  




 

			
	Signature Guarantee*:	 	  


  

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


  
 A-11









 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* 

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a
part of another Global Note or Definitive Note for an interest in this Global Note, have been made: 
  

									
	 Date of Exchange
	  	Amount of
decrease in
Principal
Amount	  	Amount of
increase in
Principal
Amount of this
Global Note	  	Principal
Amount of this
Global Note
following such
decrease or
increase	  	Signature of
authorized
officer of Trustee
or Note
Custodian
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	

  

	*	This schedule should be included only if the Note is issued in global form. 


  
 A-12









 EXHIBIT B 
 FORM OF CERTIFICATE OF TRANSFER 
 Millar Western Forest Products Ltd. 

16640-111 Avenue, 
 Edmonton, Alberta, Canada T2M
2S5 
 Telecopier No.: (780) 486-8282 
 Attention: Chief Financial Officer 
 The Bank of New York Mellon 

101 Barclay Street 4E 
 New York, NY 10286

 Telecopier No.: (212) 815-5366 

Attention: Joellen McNamara 
 BNY Trust Company
of Canada 
 Bow Valley Square 4 
 Suite
310, 250 - 6 Avenue SW 
 Calgary, Alberta, Canada, T2P 3H7 
 Telecopier No. 403 538 8700 
 Attention: Manager Corporate Trust 

 

	 	Re:	8.5% Senior Notes due 2021 

 Reference is hereby made to the Indenture, dated as of April 7, 2011 (the “Indenture”), among Millar Western Forest Products Ltd., a corporation incorporated under the laws of the
Province of Alberta, and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”), and BNY Trust Company of Canada, as co-trustee (the “Co-Trustee”). Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture. 

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

1.  ̈ Check if Transferee will take delivery of a beneficial interest in the 144A
Global Note or a Definitive Note Pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and,
accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or Definitive Note for
its 

  
 B-1









 
own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional
buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. 

2.  ̈ Check if Transferee will take delivery of a beneficial interest in the
Regulation S Global Note or a Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies
that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably
believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its
behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act
(iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made
to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will
be subject to the restrictions on Transfer enumerated in the Indenture and the Securities Act. 
 3.  ̈ Check and complete if Transferee will take delivery of a beneficial interest in the Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The
Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue
sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one): 
 (a)  ̈ such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act; 

or 
 (b)  ̈ such Transfer is being effected to the Company or a subsidiary thereof; 
 or

 (c)  ̈ such Transfer is being effected pursuant to an effective registration
statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act; 
 or


  
 B-2









 (d)  ̈ such Transfer is being effected to an
Institutional Accredited Investor and pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor hereby further certifies that it has not engaged in any general
solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the requirements of
the exemption claimed, which certification is supported by (1) a certificate executed by the Transferee in the form of Exhibit D to the Indenture and (2) an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which
the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the Securities Act. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Definitive Notes and in the Indenture and the Securities Act. 

4.  ̈ Check if Transferee will take delivery of a beneficial interest in an
Unrestricted Global Note or of an Unrestricted Definitive Note. 
 (a)  ̈
Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any
applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act.
Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend
printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture. 
 (b)  ̈ Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the
transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture. 
 (c)  ̈ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms
of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the
Indenture. 

  
 B-3









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

			
	[Insert Name of Transferor]
		
	By:	 	  

		 	Name:
		 	Title:


 Dated:
                     

  
 B-4









 ANNEX A TO CERTIFICATE OF TRANSFER 

5. The Transferor owns and proposes to transfer the following: 
 [CHECK ONE OF (a) OR (b)] 
 (a)
 ̈ a beneficial interest in the: 
  

	 	(i)	 ̈ 144A Global Note (CUSIP             ), or


  

	 	(ii)	 ̈ Regulation S Global Note (CUSIP             ), or


 (b)  ̈ a Restricted Definitive Note. 

6. After the Transfer the Transferee will hold: 
 [CHECK ONE] 
 (a)  ̈ a beneficial
interest in the: 
  

	 	(i)	 ̈ 144A Global Note (CUSIP             ), or


  

	 	(ii)	 ̈ Regulation S Global Note (CUSIP             ), or


  

	 	(iii)	 ̈ Unrestricted Global Note (CUSIP             ); or


 (b)  ̈ a Restricted Definitive Note; or 

(c)  ̈ an Unrestricted Definitive Note, 

in accordance with the terms of the Indenture. 

  
 B-5









 EXHIBIT C 
 FORM OF CERTIFICATE OF EXCHANGE 
 Millar Western Forest Products Ltd. 

16640-111 Avenue, 
 Edmonton, Alberta, Canada T2M
2S5 
 Attention: Chief Financial Officer 
 The Bank of New York Mellon 
 101 Barclay Street 4E 

New York, NY 10286 
 Telecopier No.:
(212) 815-5366 
 Attention: Joellen McNamara 
 BNY Trust Company of Canada 
 Bow Valley Square 4 

Suite 310, 250 - 6 Avenue SW 
 Calgary, Alberta,
Canada, T2P 3H7 
 Telecopier No. 403 538 8700 
 Attention: Manager Corporate Trust 
  

	 	Re:	8.5% Senior Notes due 2021 

 Reference is hereby made to the Indenture, dated as of April 7, 2011 (the “Indenture”), among Millar Western Forest Products Ltd, a corporation incorporated under the laws of the
Province of Alberta, and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”), and BNY Trust Company of Canada, as co-trustee (the “Co-Trustee”). Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture. 

                    , (the
“Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of US$              in such Note[s] or interests
(the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 
 1) Exchange of
Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note 

a)  ̈ Check if Exchange is from beneficial interest in a Restricted
Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the


  
 C-1









 
transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”),
(iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is
being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 

b)  ̈ Check if Exchange is from beneficial interest in a Restricted
Global Note to Unrestricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is
being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with
any applicable blue sky securities laws of any state of the United States. 
 c)  ̈ Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection with the Owner’s Exchange for a Restricted Definitive Note for a
beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order
to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 

d)  ̈ Check if Exchange is from Restricted Definitive Note to
Unrestricted Definitive Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the
Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States. 
 2) Exchange of Restricted Definitive Notes or
Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes 
 a)  ̈ Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange of the


  
 C-2









 
Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is
being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act. 
 b)  ̈ Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange
of the Owner’s Restricted Definitive Note for a beneficial interest in the 144A Global Note, with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without
transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky
securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act. 
 This certificate
and the statements contained herein are made for your benefit and the benefit of the Company and are dated                     . 

 

			
	[Insert Name of Transferor]
		
	 By:
	 	  

		 	Name:
		 	Title:


 Date:
                     

  
 C-3









 EXHIBIT D 
 [FORM OF CERTIFICATE FROM 
 ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR]

 Millar Western Forest Products Ltd. 
 16640-111 Avenue, 
 Edmonton, Alberta, Canada T2M 2S5 

Attention: Chief Financial Officer 
 The Bank of
New York Mellon 
 101 Barclay Street 4E 

New York, NY 10286 
 Telecopier No.:
(212) 815-5366 
 Attention: Joellen McNamara 
 BNY Trust Company of Canada 
 Bow Valley Square 4 

Suite 310, 250 - 6 Avenue SW 
 Calgary, Alberta,
Canada, T2P 3H7 
 Telecopier No. 403 538 8700 
 Attention: Manager Corporate Trust 
  

	 	Re:	8.5% Senior Notes due 2021 

 Reference is hereby made to the Indenture, dated as of April 7, 2011 (the “Indenture”), among Millar Western Forest Products Ltd., a corporation incorporated under the laws of the
Province of Alberta, and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”), and BNY Trust Company of Canada, as co-trustee (the “Co-Trustee”). Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture. 
 In connection with our proposed purchase of
US$             aggregate principal amount of: 
  

	 	a)	 ̈      a beneficial interest in a Global Note, or 


 

	 	b)	 ̈      a Definitive Note, 


we confirm that: 
 1) We understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be bound by,
and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and conditions and the United States Securities Act of 1933, as amended (the “Securities Act”).


  
 D-1









 2) We understand that the offer and sale of the Notes have not been registered under the
Securities Act, and that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we
should sell the Notes or any interest therein, we will do so only (A) to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein),
(C) to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company a signed letter substantially in the form of
this letter and an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the
Securities Act, (E) pursuant to the provisions of Rule 144 under the Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any person purchasing the Definitive Note or
beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein. 

3) We understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and the
Company such certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will
bear a legend to the foregoing effect. 
 4) We are an institutional “accredited investor” (within the meaning of Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are each able to bear the economic risk of our or its investment. 
 5) We are acquiring
the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion. 

You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. 
  

			
	[Insert Name of Accredited Investor]
		
	By:	 	  

		 	Name:
		 	Title:


 Dated:
                     

  
 D-2









 EXHIBIT E 
 [FORM OF NOTATION OF GUARANTEE] 
 For value received, each Guarantor (which term
includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture (as defined below) and subject to the provisions in the Indenture dated as of April 7, 2011 (the
“Indenture”) among Millar Western Forest Products Ltd., a corporation incorporated under the laws of the Province of Alberta, and The Bank of New York Mellon, a New York banking corporation, as trustee (the
“Trustee”), and BNY Trust Company of Canada, as co-trustee (the “Co-Trustee”), (a) the due and punctual payment of the principal of, premium and Special Interest, if any, and interest on the Notes (as defined
in the Indenture), whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal and premium, and, to the extent permitted by law, interest, and the due and punctual performance of all
other obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be
promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to
this Note Guarantee and the Indenture are expressly set forth in the Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantee. 
 The laws of the State of New York shall govern and be used to construe this Note Guarantee. 
  

			
	[NAME OF GUARANTOR(S)]
		
	By:	 	  

		 	Name:
		 	Title:



  
 E-1









 EXHIBIT F 
 [FORM OF SUPPLEMENTAL INDENTURE 
 TO BE DELIVERED BY SUBSEQUENT GUARANTORS]

 SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of
                    , among                     
(the “Guaranteeing Subsidiary”), a subsidiary of Millar Western Forest Products Ltd., a corporation incorporated under the laws of the Province of Alberta, and The Bank of New York Mellon, a New York banking corporation, as trustee
(the “Trustee”), and BNY Trust Company of Canada, as co-trustee (the “Co-Trustee”). 
 W I T N
E S S E T H 
 WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the
“Indenture”), dated as of April 7, 2011 providing for the issuance of an unlimited aggregate principal amount of Senior Notes due April 1, 2021 (the “Notes”); 

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a
supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note
Guarantee”); and 
 WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute
and deliver this Supplemental Indenture. 
 NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 
 1) CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 

2) AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees as follows: 

(a) Along with all Guarantors named in the Indenture, to jointly and severally unconditionally guarantee to each Holder of
a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company hereunder or thereunder, that:

  

	 	(i)	the principal of and interest and Special Interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or
otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in
accordance with the terms hereof and thereof; and 


  
 F-1










	 	(ii)	in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be
jointly and severally obligated to pay the same immediately. 

 (b) The obligations hereunder shall
be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or
thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. 

(c) The obligations of the Guaranteeing Subsidiary under the Note Guarantee are independent of the obligations guaranteed
by such Guaranteeing Subsidiary hereunder, and a separate action or actions may be brought and prosecuted by the Trustee on behalf of, or by, the Holders, subject to the terms and conditions set forth in the Indenture, against a Guarantor to enforce
the Note Guarantee, irrespective of whether any action is brought against the Company or whether the Company is joined in any such action or actions. 
 (d) In the event of a default in payment of principal (or premium and Special Interest, if any) or interest on a Note, whether at its stated maturity, by acceleration, purchase or otherwise, legal
proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in the Indenture, directly against the Guaranteeing Subsidiary to enforce the Note Guarantee without first
proceeding against the Company or any other Guarantor. If, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to
accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, the Guaranteeing Subsidiary shall pay to the Trustee for the account of the Holder, upon demand
therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. 

(e) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event
of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever. 
 (f) This Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture, and the Guaranteeing Subsidiary
accepts all obligations of a Guarantor under the Indenture. 

  
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 (g) If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid either to the Trustee or such Holder, this Note Guarantee, to the
extent theretofore discharged, shall be reinstated in full force and effect. 
 (h) The Guaranteeing Subsidiary
shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. 

(i) As between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity
of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the
obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by
the Guarantors for the purpose of this Note Guarantee. 
 (j) The Guarantors shall have the right to seek
contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee. 
 (k) Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and
after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 10 of the Indenture, this new Note Guarantee
shall be limited to the maximum amount permissible such that the obligations of such Guaranteeing Subsidiary under this Note Guarantee will not constitute a fraudulent transfer or conveyance. 

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

  
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 (m) In case any provision of the Note Guarantee shall be invalid, illegal or
unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 (n) The Note Guarantee shall be a general obligation of such Guaranteeing Subsidiary, ranking pari passu with any other senior indebtedness of the Guaranteeing Subsidiary, if any. 

(o) Each payment to be made by the Guaranteeing Subsidiary in respect of the Note Guarantee shall be made without set-off,
counterclaim, reduction or diminution of any kind or nature. 
 3) EXECUTION AND
DELIVERY. Each Guaranteeing Subsidiary agrees that the Note Guarantees shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. 

4) GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC.
ON CERTAIN TERMS. 
 (a) Except as otherwise provided in
Section 10.05 of the Indenture, the Guaranteeing Subsidiary may not sell, or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guaranteeing Subsidiary is the surviving
Person) another Person whether or not affiliated with such Guaranteeing Subsidiary unless: 
 (b) immediately
after giving effect to that transaction, no Default or Event of Default exists; and 
 (c) either: 

(1) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such
consolidation or merger, if other than such Guaranteeing Subsidiary, the Company or another Guarantor, assumes all the obligations of that Guaranteeing Subsidiary under this Indenture, its Guarantee and, if the Exchange Offer has not been
consummated or Special Interest remains due and owing, under the Registration Rights Agreement pursuant to a supplemental Indenture satisfactory to the Trustee and completes all other required documentation; or 

(2) in the case of a sale or disposition constituting an Asset Sale, the Net Proceeds of such sale or other disposition
are applied in accordance with the provisions of the Indenture described in the second paragraph under Section 4.10 hereof; 

  
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 (d) In case of any such consolidation, amalgamation, merger, sale or
conveyance and upon the assumption by the successor Person (where applicable), by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Guarantee endorsed upon the Notes and the due and
punctual performance of all of the covenants and conditions of the Indenture to be performed by the Guaranteeing Subsidiary, such successor Person shall succeed to and be substituted for the Guaranteeing with the same effect as if it had been named
herein as a Guaranteeing Subsidiary. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and
delivered to the Trustee. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under the Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of the Indenture as
though all of such Note Guarantees had been issued at the date of the execution hereof. 
 (e) Except as set
forth in Articles 4 and 5 of the Indenture, and notwithstanding clauses (a) and (b) above, nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or
another Guarantor, or shall prevent any sale or conveyance of the property of a Guaranteeing Subsidiary as an entirety or substantially as an entirety to the Company or another Guarantor. 

5) RELEASES. 
 (a) In the event of a sale of all the capital stock of any Guaranteeing Subsidiary to a Person that is not (either before or after giving effect to such transaction) the Company or a Guarantor then such
Guaranteeing Subsidiary (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guaranteeing Subsidiary) will be released and relieved of any obligations under its Note
Guarantee; provided, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the Indenture, including (without limitation) Section 4.10 of the Indenture. Further, if the Company
redesignates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary as described under the definition of “Unrestricted Subsidiary” in Section 1.01 of the Indenture then such Guaranteeing Subsidiary will be
released and relieve of any obligations under its Note Guarantee. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in
accordance with the provisions of the Indenture, including without limitation Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guaranteeing Subsidiary from its
obligations under its Note Guarantee. 
 (b) Any Guaranteeing Subsidiary not released from its obligations under
its Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guaranteeing Subsidiary under the Indenture as provided in Article 10 of the Indenture. 

  
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 6) NO RECOURSE AGAINST OTHERS.
No past, present or future director, officer, employee, incorporator, shareholder or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company or any Guaranteeing Subsidiary under the Notes, any Note
Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver
and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the Commission that such a waiver is against public policy.

 7) THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE, THE INDENTURE, THE
NOTES AND THE NOTE GUARANTEES. 
 8) COUNTERPARTS. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 
 9)
EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 
 10) THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in
respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company. 

11) SUBROGATION. Each Guaranteeing Subsidiary shall be subrogated to all rights of Holders of Notes against the Company in
respect of any amounts paid by the Guaranteeing Subsidiary pursuant to the provisions of Section 2 hereof; provided, however, that, if an Event of Default has occurred and is continuing, no Guarantor shall be entitled to enforce
or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Company under the Indenture or the Notes shall have been paid in full. 

12) BENEFITS ACKNOWLEDGED. Each Guaranteeing Subsidiary acknowledges that it will receive direct and
indirect benefits from the financing arrangements contemplated by the Indenture and this Supplement Indenture and that the guarantee and waivers made by it pursuant to its Note Guarantee are knowingly made in contemplation of such benefits.

 13) SUCCESSORS. All agreements of the Guaranteeing Subsidiary in this Supplemental Indenture shall bind its
Successors, except as otherwise provided in Section 2(k) hereof or elsewhere in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors. 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as
of the date first above written. 
 Dated:
                ,          
  

					
	MILLAR WESTERN FOREST PRODUCTS LTD.
			
		 	By:	 	  

		 	Name:	 	
		 	Title:	 	
			
		 	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	[GUARANTEEING SUBSIDIARY]
			
		 	By:	 	  

		 	Name:	 	
		 	Title:	 	



  
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	THE BANK OF NEW YORK MELLON, AS
TRUSTEE
			
		 	By:	 	  

		 	Authorized Signatory
	
	BNY TRUST COMPANY OF CANADA, AS
CO-TRUSTEE
			
		 	By:	 	  

		 	Authorized Signatory



  
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