JPMorgan - KASE

Concerning the Trustee
The Indenture contains certain limitations on the rights of the Trustee, should it become a creditor
of the Issuer, to obtain payment of claims in certain cases, or to realize on certain property received
in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in
other transactions; however, if it acquires any conflicting interest, it must eliminate such conflict
within 90 days, apply to the Commission for permission to continue or resign.
The Holders of a majority in principal amount of the then outstanding Notes will have the right
to direct the time, method and place of conducting any proceeding for exercising any remedy
available to the Trustee, subject to certain exceptions. The Indenture provides that in case an
Event of Default occurs (which will not be cured), the Trustee will be required, in the exercise of
its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject
to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers
under the Indenture at the request of any Holder of Notes, unless such Holder will have offered
to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.
The Trustee is an affiliate of JPMorgan Europe Limited, who is acting as an initial purchaser of
the Notes.
Additional Information
Anyone who receives this Offering Memorandum may obtain a copy of the Indenture without
charge by writing to the Company at Suite 1460, Sun Life Plaza, North Tower, 140-4th Avenue
S.W., Calgary, Alberta, T2P 3N3, Canada, Attention: Vice President, Investor Relations.
Book Entry, Delivery and Form
The Notes will initially be represented by two notes in global form that together will represent
the aggregate principal amount of the Notes (in the case of the Notes sold in reliance on Rule
144A under the Securities Act, the “Rule 144A Global Note”, in the case of the Notes sold in
reliance on Regulation S under the Securities Act, the “Regulation S Global Note” and together,
the “Global Notes”). When issued, the Regulation S Global Note will be deposited with JPMorgan
Chase Bank, as common depositary for, and registered in the name of a nominee for such
common depositary in respect of interests held through Euroclear S.A./N.V., as operator of the
Euroclear System (“Euroclear”), or Clearstream Banking, société anonyme (“Clearstream,
Luxembourg”). The Rule 144A Global Note will be deposited with, or on behalf of, the
Depositary Trust Company (“DTC”) and registered in the name of Cede & Co., as DTC’s nominee.
The Rule 144A Global Note will be subject to certain restrictions on transfer contained in a
legend appearing on the face of such Note.
The Notes will be issued only in registered form. Notes will be issued in denominations of $10,000
and integral multiples of $1,000 in excess thereof. Notes will be issued on the Closing Date only
against payment in immediately available funds.
Investors who are QIBs and who purchase Notes in reliance on Rule 144A may hold their interests
in the Rule 144A Global Note directly through DTC if they are DTC participants (the
“Participants”) or indirectly through organizations that are DTC participants (“Indirect
Participants”).
Investors who purchase Notes in offshore transactions in reliance on Regulation S must hold their
interests in the Regulation S Global Note directly through Euroclear or Clearstream, Luxembourg,
if they are participants in these systems, or indirectly through organizations that are participants
in these systems. A beneficial interest in the Regulation S Global Note may at all times be held
only through Euroclear or Clearstream, Luxembourg.
Regulation S prohibits purchasers of Notes under Regulation S from offering, selling or delivering
the Notes until 40 days after the later of the commencement of the Offering and the original
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