ALTALINK INVESTMENTS, L.P. - and- ALTALINK INVESTMENT MANAGEMENT LTD. - and- BNY TRUST COMPANY OF CANADA MASTER TRUST INDENTURE November 21, 2005

ALTALINK INVESTMENT MANAGEMENT LTD., as general partner of ALTALINK INVESTMENTS, L.P., a limited partnership created pursuant to the laws of the Province of Alberta,

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ALTALINK INVESTMENT MANAGEMENT LTD., a company incorporated under the laws of the Province of Alberta,

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BNY TRUST COMPANY OF CANADA, a trust company incorporated under the laws of Canada and authorized to carry on the business of a trust company in all of the provinces and territories of Canada,

WHEREAS the Issuer wishes to borrow money by creating and issuing bonds and other debt securities and to enter into credit facility agreements, swaps and other hedging instruments in connection therewith and engage in other forms of borrowing, all in the manner set forth in this Indenture;

AND WHEREAS the Issuer, under the laws relating thereto, is duly authorized to create, and issue the Bonds to be issued as herein provided;

AND WHEREAS the Issuer has done and performed all things necessary to make the Bonds, when issued by the Issuer and authenticated by the Trustee as provided in this Indenture, legal, valid and binding obligations of the Issuer with the benefits and subject to the terms of this Indenture;

AND WHEREAS the Issuer intends to issue Bonds, either as direct evidence of indebtedness or as collateral security for indebtedness and financial obligations of the Issuer, in Series, each Series of Bonds to be issued pursuant to a Supplemental Indenture pursuant to which the terms and conditions of Bonds of such Series shall be set out;

AND WHEREAS the Trustee has agreed to act as trustee with respect to the Bonds on the terms and conditions set out herein;

AND WHEREAS the foregoing recitals are made as representations and statements of fact by the Issuer and not by the Trustee;

NOW THEREFORE, in consideration of the premises, covenants and agreements herein contained and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each party) the parties hereto agree as follows:

In this Indenture and in any supplements or amendments hereto and in the Bonds and any certificate, opinion or other document herein or therein mentioned, unless there is something in the subject matter or context inconsistent therewith, the following terms shall have the following meanings, respectively:

"AEUB" means the Alberta Energy and Utilities Board or any successor or replacement board regulating the transmission of electricity in the Province of Alberta.

"Affiliate" of any specified Person means any other Person directly or indirectly

Controlling, Controlled by, or under common Control with such Person.

"ALP" means AltaLink, L.P., an Alberta limited partnership.

"Applicable Utilities Legislation" means the Alberta Energy and Utilities Board Act

(Alberta), , the Public Utilities Board Act (Alberta) and any other legislation that now or in the future regulates the operations of the Issuer, as each may be amended or

supplemented from time to time.

"Authorized Amount" means, with respect to a Commercial Paper Program, the maximum principal amount of Indebtedness which is then authorized by the Issuer to be outstanding at any one time.

"Authorized Newspapers" means not less than three (3) newspapers or financial journals customarily published (except in the case of legal holidays) at least once a day for at least five (5) days in each calendar week, two of which are published in the English language and are of general circulation in the City of Calgary, Alberta, and the City of Toronto, Ontario and the third of which is published in the French language and is of general circulation in the City of Montreal, Quebec.

"Authorized Officer'' means:

Managing Director, any Director, a Vice President, Executive Vice-President, and Chief Financial Officer, the Secretary or an Assistant Secretary.

''Bond" means any evidence of Indebtedness of the Issuer authenticated and delivered by the Trustee under and pursuant to this Indenture and constituting either an Obligation Bond or a Pledged Bond.

"Bond Documents" has the meaning set out in Paragraph 2.9(m)(i).

"Bondholder"or "holder" or words of similar import, when used with reference to a Bond, means any Person who shall be, at the relevant time, the bearer of any Outstanding coupon Bond which is not registered as to principal, or the Person whose name is, at the relevant time, entered in one of the registers referred to in Article 3 for any Outstanding registered Bond, including any Person in whose name a Pledged Bond is registered as trustee, security holder or in another fiduciary capacity.

"Bondholder's Certificate" means a certificate executed by a Bondholder pursuant to Section 9.16 or Subsection 10.6(b) that specifies the matters therein required. In the case of a Bondholder that is not an individual, such certificate shall be signed by any Authorized Officer of such Bondholder.

"Bondholders' Request" means an instrument requesting the Trustee to take or refrain from taking some action or proceeding specified therein, signed in one or more counterparts by the holder or holders of Senior Bonds representing not less than twenty• five percent (25%) of the principal amount of all Senior Bonds then Outstanding or with respect to a Series of Senior Bonds, signed in one or more counterparts by the holder or holders of such Series of Senior Bonds representing not less than twenty-five percent (25%) of the principal amount of such Series of Senior Bonds then Outstanding; provided that if no Senior Bonds are outstanding or if relating solely to Subordinated Bonds, the term "Bondholders' Request" shall mean an instrument requesting the Trustee to take or refrain from taking some action or proceeding specified therein, signed in one or more counterparts by the holder or holders of Subordinated Bonds representing not less than twenty-five percent (25%) of the principal amount of all Subordinated Bonds then Outstanding or with respect to a Series of Subordinated Bonds, signed in one or more counterparts by the holder or holders of such Series of Subordinated Bonds, representing not less than twenty-five (25%) of the principal amount of such Series of Subordinated Bonds then Outstanding.

"Business" means the following businesses and services:

For greater certainty "Business" shall not include the generation and/or distribution of electricity or sale of power.

"Business Day" means any day on which banks are generally open for business in both the Cities of Calgary, Alberta, and Toronto, Ontario other than Saturday, Sunday or any statutory or civic holiday in the Cities of Calgary and Toronto.

"Canadian Dollars" and "Cdn. $" means the currency of Canada.

"Capital Expenditures" means expenditures which are capitalized by the Issuer in accordance with GAAP.

"Capital Lease Obligation" means any monetary obligation of the Issuer under any leasing or similar arrangement which, in accordance with GAAP, would be classified as a capital lease and for the purposes hereof, the amount of Capital Lease Obligations shall be the capitalized amount thereof, determined in accordance with GAAP.

"CDS" means The Canadian Depository for Securities Limited and its successors in interest.

"Central Government Obligation" means any obligation or debt of, or unconditionally guaranteed as to principal and interest by, the central government of a country which is denominated in the currency of that country, or in the case of Canada, which is denominated in the currency of Canada or in the currency of the United States of America, the long term obligation or debt of which is rated in one of the top two rating categories (AAA, or AA or equivalent) by one of the Rating Agencies, if such obligation or debt is rated only by one of the Rating Agencies, or, in any other case, by at least two of the Rating Agencies.

"Class" shall mean, with respect to any Series, any of the classes of Bonds of that Series established under the Supplemental Indenture creating such Series.

"Commercial Paper Program" means obligations for borrowed money having a duration of not more than three hundred and sixty (360) days which is issued and re• issued by the Issuer from time to time having a rating of at least R1 (low) or equivalent from one of the Rating Agencies, if such Indebtedness is rated only by one of the Rating Agencies, or, in any other case, by at least two of the Rating Agencies, and is outstanding up to the applicable Authorized Amount.

"Contaminant" means any pollutant, dangerous, toxic or Hazardous Substance or waste of any description whatsoever, hazardous materials or contaminants, all as defined in any Environmental Law, but excludes cleaning and related products used in the operation and maintenance of the Business which are normally used by reasonable professional operators of similar businesses.

"Control", when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "Controlling" and "Controlled" have corresponding meanings.

"Cost of Issuance" means any amount payable or reimbursable, directly or indirectly, by the Issuer and related to the authorization, offering, sale, issuance and delivery of Bonds or the entering into of any agreement or instrument secured by a Bond, including but not limited to travel and other expenses of any officer or employee of the Issuer in connection with the authorization, offering, sale, issuance and delivery of such Bonds or the entering into of such agreement or instrument, printing costs, costs of preparation and reproduction of documents, filing, registration and recording fees, initial fees and charges of any trustee, fees payable for listing the Bonds on a securities exchange, legal fees and disbursements, fees and other costs relating to the filing or registration of any notice or document, fees and disbursements of any consultant, consulting engineer or independent accountant, fees and disbursements of other consultants and professionals, costs of credit ratings, fees and charges for preparation, execution, transaction and safekeeping of Bonds, credit facility charges (other than repayment of principal, payment of interest, commitment fees, annual fees or similar amounts) and underwriting and agency fees, expenses and commissions (whether payable as such or reflected in a discount to the purchase price of a Bond).

"Counsel" means a barrister and solicitor or attorney (other than a barrister and solicitor or attorney who is an employee of the Issuer) or firm of barristers and solicitors or attorneys, in each case selected by the Issuer and satisfactory to the Trustee, acting reasonably.

"Counsel's Opinion" and "Opinion of Counsel" means a written opinion of Counsel.

"Counterparty" shall mean a member of the International Swap Dealers Association

who at the time the Financial Instrument Obligation is entered into is rated in one of the

three top rating categories by at least one Rating Agency or a Person guaranteed by such a member.

"coupon Bond" means any Bond which is issued with coupons attached.

"coupons" means the interest coupons attached to Bonds not registered as to both principal and interest.

"Credit Facility" means a letter of credit, a line of credit, a surety bond or other financial instrument which obligates a third party to pay or provide funds to, or at the direction of, the Issuer or a Fiscal Agent.

"DBRS" means Dominion Bond Rating Service Limited and its successors for so long as it shall perform the functions of a securities rating agency.

"Default" means any event which with the giving of notice or the lapse of time or both would constitute an Event of Default.

"Depositary" means, with respect to Bonds of any Series issuable in whole or in part in the form of one or more Global Bonds, a clearing agency (registered, if required, under the securities legislation governing such Series) that is designated to act as depositary for such Bonds pursuant to the provisions of the Supplemental Indenture authorizing such Series of Bonds.

"Environmental Approvals" means all applicable permits, licences, authorizations, consents, directions or approvals required by Government Authorities pursuant to the Environmental Laws with respect to the operation of the Business.

"Environmental Laws" means all applicable federal, provincial and local laws, by-laws, rules, regulations, orders, codes and judgments relating to the protection of the environment and public health and safety, and without restricting the generality of the foregoing, includes without limitation those Environmental Laws relating to the storage, transportation, treatment and disposal of Hazardous Substances, employee and product safety, and the Release or threatened Release of Hazardous Substances into the air, surface water, ground water, land surface, subsurface strata or any building or structure and, in each such case, as such Environmental Laws may be amended or supplemented from time to time.

"Event of Default" has the meaning ascribed thereto in Section 10.1.

"Extraordinary Resolution" means a resolution certified by the Trustee as duly passed at a meeting (including an adjourned meeting) of the Bondholders duly convened for the purposes and held in accordance with the provisions of Article 9 and passed by the holder or holders of Outstanding Bonds of all Series affected by the subject matter of the resolution representing not less than sixty-six and two-thirds percent (66-2/3%) of the votes cast in respect of such resolution at such meeting, and, if so provided in any Supplemental Indenture related to a Series, passed by the holder or holders of Bonds of that Series then Outstanding satisfying the requirements of the relevant Supplemental Indenture, which resolution is in full force and effect on the date of such certification. "Extraordinary Resolution" shall also mean a resolution certified by the Trustee as having been passed as such by an instrument in writing in accordance with Section 9.14. Unless the resolution relates solely to the terms of a Series or Funds available solely for such Series, the subject matter of the resolution shall be presumed to affect the holders of all Outstanding Bonds.

"Financial Instrument Obligation" means the obligation under any transaction that is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, commodity future, equity or equity index swap or option, bond, note or bill option, interest rate option, forward foreign exchange transaction, cap, collar or floor transaction, currency swap, cross-currency rate swap, swaption, currency option or any other similar transaction, including any option to enter into any of the foregoing, or any combination of the foregoing. The amount of any Financial Instrument Obligation is the net amount due to or accruing due under the agreement governing such obligation, determined by marking the obligation to market at the time of determination in accordance with its terms.

"Fiscal Agent" means the Trustee, any depository of the Funds or Accounts required under this Indenture or any sub-account thereof, any Paying Agent or any or all of them, as may be appropriate.

"Fiscal Year" means, with respect to the Issuer a twelve (12) month period commencing on the first day of January of each calendar year or such other fiscal year as the Issuer may adopt after prior notice to the Trustee and "Fiscal Year end" means the last day of a Fiscal Year.

"Fluctuating Cdn. $ Equivalent" means, as of any particular date, with reference to any amount (the "Original Amount") expressed in a currency other than Canadian Dollars (the "Original Currency"),an amount expressed in Canadian Dollars which would be required to buy the Original Amount of the Original Currency using the noon rate of the Bank of Canada for the purchase of the Original Currency with Canadian Dollars on that date or any equivalent rate published by the Bank of Canada as a successor or similar rate.

''fully registered Bonds" means Bonds registered as to both principal and interest.

"Fund" or "Account" means any fund, reserve fund or account established pursuant to this Indenture, including any Sinking Fund.

"GAAP" means Canadian generally accepted accounting principles in effect from time to time as set out in Section 1.10.

"General Partner" means AltaLink Investment Management Ltd. in its capacity as general partner of the Issuer and its successors and permitted assigns in such capacity.

"General Sinking Fund" means the General Sinking Fund described in Section 4.2 and established pursuant to a Supplemental Indenture and includes all money and Permitted Investments therein or to the credit thereof and all proceeds of any of the foregoing.

"Global Bond" means a Bond that evidences all or part of the Bonds of any Series and bears the legend set forth in Section 3.4 or a legend to substantially the same effect as may be specified for such Series pursuant to the provisions of the Supplemental Indenture authorizing such Series.

"Government Authorities" means any international tribunal, agency, body, commission or other authority, any government, executive, parliament, legislature or local authority, or any governmental body, ministry, department or agency or regulatory authority, court, tribunal, commission or board of or within Canada or any foreign jurisdiction, or any political subdivision of any thereof or any authority having jurisdiction therein, which in each case, has jurisdiction over a specified Person or its property and assets under the laws of the jurisdiction in which that Person or its property and assets are located.

"Guarantee" by any Person means any obligation (other than an endorsement in the ordinary course of business of negotiable instruments for deposit or collection) of such Person guaranteeing, or in effect guaranteeing, any Indebtedness or other Obligation of any other Person (the "primary obliger") in any manner, whether directly or indirectly, including any obligation incurred through an agreement, contingent or otherwise, by such Person:

For the purposes of all computations made under this Indenture, a Guarantee in respect of any Indebtedness shall be deemed, without duplication, to be equal to the principal amount of such Indebtedness and any capitalized interest thereon (and any other amount which becomes due and owing in respect thereof) which has been guaranteed, and a Guarantee in respect of any other Obligation shall be deemed to be Indebtedness equal to the maximum aggregate amount of such Obligation.

"Hazardous Substance" means any contaminant, pollutant or substance that is likely to cause immediately, or at some future time, harm or degradation to the environment or risk to human health or safety, and without restricting the generality of the foregoing, includes without limitation any pollutant, contaminant, waste, hazardous waste, toxic substance or dangerous good which is defined or identified in any Environmental Law or industry standard, or which is present in the environment in such quantity or state that it contravenes any Environmental Law.

"Indebtedness" means, without duplication, with respect to any Person:

in each case expressed in Canadian dollars and, with respect to any amount which is expressed in any other currency, the Canadian dollar amount thereof shall be the Fluctuating Cdn.$ Equivalent thereof at the time of determination. For greater certainty: (i) the capitalization of interest or other similar amounts payable at maturity on existing Indebtedness shall not be treated as the incurrence of Indebtedness, and (ii) the aggregate amount of all regulatory liabilities and asset retirement obligations shall not be treated as Indebtedness.

"Indenture", "hereto", "herein", "hereof". "hereby", "hereunder" and similar expressions refer to this Master Indenture and not to any particular article, section, subsection, paragraph, subparagraph or other portion thereof, and include any and every instrument ancillary hereto or in implementation hereof, including any Supplemental Indenture which amends this Master Indenture, and the expressions "Article", "Section", "Subsection", "Paragraph" and "Subparagraph", followed by a number, unless otherwise stated, mean and refer to the specified article, section or subsection of this Master Indenture.

"Investment Dealer" means any one of the five largest Canadian investment dealers by capital as determined by the Investment Dealers Association of Canada or any successor thereto.

"Issuer" means AltaLink Investments, L.P., a limited partnership created and existing under the laws of Alberta and includes any successor Person which shall have complied with the provisions of Section 6.7.

"Limited Partnership Agreement" means the amended and restated limited partnership agreement dated April 26, 2002 between the General Partner and the limited partners of the Issuer, as amended, restated or replaced from time to time.

"Majority Resolution" means a resolution certified by the Trustee as duly passed at a meeting (including an adjourned meeting) of the Bondholders duly convened for the purposes and held in accordance with the provisions of Article 9 and passed by the holder or holders of Outstanding Bonds of all Series affected by the subject matter of the resolution representing not less than fifty and one-tenth percent (50.1 %) of the votes cast in respect of such resolution at such meeting, and, if so provided in any Supplemental Indenture related to a Series, passed by the holder or holders of Bonds of that Series then Outstanding satisfying the requirements of the relevant

Supplemental Indenture, which resolution is in full force and effect on the date of such certification. ''Majority Resolution" shall also mean a resolution certified by the Trustee as having been passed as such by an instrument in writing in accordance with Section 9.14.

"Master Indenture" means this Master Trust Indenture.

"Moody's" means Moody's Investors Service, Inc., and its successors for so long as it shall perform the functions of a securities rating agency.

"Net Revenues" means, for any period, the Revenues of the Issuer less all Operating and Maintenance Expenses and Taxes for such period plus proceeds of insurance in excess of the amount of such proceeds applied or to be applied within twelve (12) months of the date of receipt thereof in accordance with Section 6.10 by the Issuer in respect of the insured loss.

"Net Worth" for any Person means, as at any date, the consolidated shareholders' equity or partner's capital account of such Person as at that date determined in accordance with GAAP.

"Obligation Bond" means a Bond issued as direct evidence of the Indebtedness of the

Issuer to the holder thereof.

"Obligations" means (without duplication), with respect to any Person, all items which, in accordance with GAAP, would be included as liabilities on the liability side of the balance sheet of such Person as of the date at which Obligations are to be determined, other than Preferred Securities issued by such Person; and all Guarantees of such Person in respect of any such items of other Persons.

"Officer's Certificate" means a certificate, conforming to the requirements of Section

1.12, signed by any Authorized Officer.

"Operating and Maintenance Expenses" means, for any period, without duplication:

"Operating Revenues" means, for any period, all fees and charges, lease payments and any other amounts (except interest) that are included as revenues of the Issuer for such period in accordance with GAAP.

"Outstanding" has the meaning ascribed thereto in Section 1.13.

"Partners" means collectively all the limited partners of the Issuer from time to time and AltaLink Investment Management Ltd., as the sole general partner of the Issuer, and any successor or permitted assign of such Partner and "Partner" means any of them.

"Paying Agent" means any bank or trust company or other Person designated as a paying agent for a Series in any Supplemental Indenture and its successor or successors appointed in the manner provided herein or in such Supplemental Indenture.

''Payment Date" means any date on which payment of principal or interest on a Bond is payable in accordance with its terms and the terms of the applicable Supplemental Indenture.

''Permitted Encumbrances" means:

"Permitted Investments"means:

"Permitted Payment" means a payment for any lawful general corporate purpose not contemplated by Subsections 4. l(a) to (d), including, without limitation, all payments for Capital Expenditures, any loan or equity investments in any Subsidiary and any distributions to the Partners or as they may direct.

''Person" includes an individual, corporation, partnership, trust, trustee, executor, administrator, legal personal representative, government, governmental body or authority or other incorporated or unincorporated entity.

''Pledge" means, in respect of a Bond, a pledge, deposit or delivery of such Bond or other agreement between the Issuer and a Bondholder in respect of such Bond, in each case made in accordance with Subsection 2.4(e), and "Pledged Bond" means a Bond which is subject to a Pledge.

"Preferred Securities" means any securities which on the date of issue by a Person (a) have a term to maturity of more than thirty (30) years; (b) are unsecured and rank subordinate to the unsecured and unsubordinated Indebtedness of that Person outstanding on that date; (c) entitle that Person to satisfy the obligation to pay the principal or face amount by issuing partnership units, limited partnership units or other securities evidencing an ownership interest, (d) entitle that Person to defer the payment of interest for more than four (4) years without causing an event of default to occur, and (e) entitle that Person to satisfy the obligation to make payments

of interest by issuing partnership units, limited partnership units or other securities evidencing an ownership interest.

"Principal Property" means any of the Issuer's fixed assets from time to time.

"Purchase Money Mortgage" means any Security Interest created, issued or assumed by the Issuer to secure a Purchase Money Obligation; provided that the Security Interest is limited only to the assets acquired or constructed (together with all improvements and accessions thereto and proceeds thereof) using the funds advanced to the Issuer in connection with that Purchase Money Obligation.

''Purchase Money Obligation" means, with respect to any Person, Indebtedness of that Person incurred or assumed to finance the cost, in whole or in part, of the acquisition or construction of any equipment, real property or fixtures, and the cost of installation and any improvements thereto, so long as the Indebtedness is incurred or assumed within twenty-four (24) months after the purchase of that equipment, real property or fixture or the completion of that construction, installation or improvement, as the case may be, and includes any extension, renewal or refunding of any of that Indebtedness, so long as the principal amount thereof outstanding on the date of the extension, renewal or refunding is not increased.

"Rating Agencies" means Moody's, Standard & Poor's and DBRS and any other nationally recognized credit rating agency approved by a Majority Resolution and specified in a Supplemental Indenture and "Rating Agency" means any one of them.

"Redemption Date" means, with respect to any Obligation Bond to be redeemed, in whole or in part, the date set forth for redemption of that Bond in the relevant notice of redemption given pursuant to Section 3.18 of this Master Indenture and any applicable Supplemental Indenture.

"Redemption Price" means, with respect to any Obligation Bond to be redeemed, in whole or in part, the price at which such Bond or part thereof is to be redeemed (including accrued and unpaid interest on the Outstanding Principal Amount thereof, any premium, penalty or bonus thereon) pursuant to the applicable Supplemental Indenture.

"Refunding Bonds" means any Bonds, whether issued in one or more Series, authenticated and delivered which are issued only for the purposes of repaying existing Indebtedness evidenced or secured by one or more Series of Bonds, which existing Indebtedness is to mature in full, within an eighteen (18) month period from the date of certification and delivery of the Refunding Bonds to be issued.

"Registered Bonds" means both fully registered Bonds and Bonds registered as to principal only.

"Release" means the method by which a Contaminant comes to be in the environment at large and includes discharging, spraying, injection, abandonment, depositing, spilling, leaking, seeping, pouring, emitting, emptying, throwing, dumping, placing and exhausting, and when used as a noun has a correlative meaning.

"Remedial Order" means any control order, stop order or other administrative complaint, direction, order or sanction issued, filed or imposed by a Governmental Authority pursuant to the Environmental Laws requiring any remediation or clean-up, or requiring that any on-going activity be reduced, modified or eliminated, in each case as a result of any Release or threatened Release of any Hazardous Substance into the environment or any violation or threatened violation of Environmental Law.

"Revenues" means, for any period, (a) all Operating Revenues received by the Issuer in such period; (b) all interest, earnings, dividends and other distributions (including any dividends or similar distributions made by a Subsidiary to the Issuer in such period permitted in accordance with Subsection 6.8(b) and including interest earned on assets in any Sinking Fund or any other Fund or Account to the extent available to the Issuer) received by the Issuer in such period; and (c) other amounts, including amounts received from government or other sources, drawings on Credit Facilities and proceeds of Indebtedness (other than proceeds from any Refunding Bonds) received by the Issuer in such period.

"Security Interest" means any mortgage, lien, pledge, assignment, charge (whether floating or fixed), security, title retention agreement intended as security, hypothec, execution, seizure, attachment, garnishment or other similar encumbrance and any other arrangement which has the effect of creating an interest in property to secure payment or performance of an Obligation including, without limitation, any Security Interest granted by the Issuer in favour of the Trustee and holders of any Bonds designated as being secured, pursuant to a Supplemental Indenture.

"Senior Bonds" means any Series of Bonds evidencing or securing Senior Debt.

"Senior Debt" means Indebtedness other than Subordinated Debt which is evidenced or secured by any Series of Bonds.

"Series" means all of the Bonds authenticated and delivered pursuant to a Supplemental Indenture and designated as a Series therein and shall include all Classes within such Series of Bonds authenticated and delivered pursuant to the Supplemental Indenture authorizing such Series of Bonds.

"Series Sinking Funds" means each Series Sinking Fund created and established pursuant to Section 4.2 and the applicable Supplemental Indenture and includes all money and Permitted Investments therein or to the credit thereof and all proceeds of any of the foregoing.

"Sinking Funds" means, collectively, all of the Series Sinking Funds and the General Sinking Fund created from time to time.

"Special Bondholders' Resolution" means a resolution certified by the Trustee as duly passed at a meeting (including an adjourned meeting) of the Bondholders duly convened for the purposes and held in accordance with the provisions of Article 9 and passed by the holder or holders of Outstanding Bonds of all Series affected by the subject matter of the resolution representing not less than ninety percent (90%) of the votes cast in respect of such resolution at such meeting, and, if so provided in any Supplemental Indenture related to a Series, passed by the holder or holders of Bonds of that Series then Outstanding satisfying the requirements of the relevant Supplemental Indenture, which resolution is in full force and effect on the date of such certification. "Special Bondholders' Resolution" shall also mean a resolution certified by the Trustee as having been passed as such by an instrument in writing in accordance with Section 9.14. Unless the resolution relates solely to the terms of a Series or Funds available solely for such Series within a Class, the subject matter of the resolution shall be presumed to affect the holders of all Outstanding Bonds of such Class.

"Standard & Poor's" means Standard & Poor' s Ratings Services and its successors for so long as it shall perform the functions of a securities rating agency.

"Subordinated Bonds" means any Series of Bonds evidencing or securing Subordinated

Debt.

"Subordinated Debt" means any Indebtedness for borrowed money owing by the Issuer to any Person which by the terms thereof, is fully subordinated and postponed to all present and future outstanding Senior Bonds on the terms set out in Section 2.9 and designated as such in the Supplemental Indenture authorizing the applicable Series of Subordinated Bond.

"Subsidiary" means (a) any corporation of which there is owned, directly or indirectly, by the Issuer voting shares which, in the aggregate, entitle the holders thereof to cast more than fifty percent (50%) of the votes which may be cast by the holders of the outstanding voting shares of such first mentioned corporation for the election of its directors, or (b) any other Person of which at least a majority of voting ownership interest is at the time, directly or indirectly, owned by the Issuer.

"Supplemental Indenture" means an indenture supplemental to this Master Indenture entered into by the Issuer with the Trustee and effective as provided in Article 8.

"Taxes" means all taxes, grants-in-lieu of taxes, payments-in-lieu of taxes, rates, duties and assessments (including local improvement, frontage, water, snow and sewer taxes and rates), impost charges or levies, whether general or special, ordinary or extraordinary, foreseen or unforeseen, of every nature or kind whatsoever and whether in existence on the date of this Master Indenture or not and any fines, penalties, interest and costs relating thereto that are lawfully levied, imposed, rated, charged or assessed (collectively, "Imposed") from time to time by any taxing authority, whether federal, provincial, municipal, school or otherwise and includes any taxes or other amounts which are Imposed instead of, or in addition to, any such Taxes (whether of the foregoing character or not and whether in existence at the date of this Master Indenture or not) but excludes any land transfer taxes.

"Trustee" means BNY Trust Company of Canada or its successors hereafter appointed in the manner provided in this Indenture.

"Written Order of the Issuer" or "Written Request of the Issuer" means a written order or request of the Issuer signed in the name of the Issuer by two Authorized Officers and may consist of one or more instruments so executed.

In this Indenture, unless the context otherwise requires, any publication to be made under the provisions of this Indenture in successive weeks or on successive dates may be made in each instance upon any Business Day of the week and need not be made in the same Authorized Newspapers for any or all of the successive publications but may be made in different Authorized Newspapers. If, because of the temporary or permanent suspension of the publication or general circulation of any of the Authorized Newspapers or for any other reason, it is impossible or impractical to publish any notice pursuant to this Indenture in the manner herein provided, then such publication in lieu thereof as shall be made with the approval of the Trustee shall constitute a sufficient publication of such notice.

Words importing the singular number include the plural and vice versa and words importing gender shall include all genders.

Each of the provisions contained in this Indenture is distinct and severable and a declaration of invalidity, illegality or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision of this Indenture.

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

This Indenture and the Bonds shall be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein, and shall be treated in all respects as Alberta contracts.

Subject to the provisions of any Supplemental Indenture, the Issuer agrees, and the Trustee agrees for itself and each Bondholder, that any legal action or proceeding with respect to this Indenture shall be brought by the Trustee or such Bondholder (to the extent permitted hereunder) in the courts of the Province of Alberta, and such courts shall have exclusive jurisdiction to deal with all matters relating

to the interpretation of, or enforcement of rights under this Indenture. Nothing in this Section shall affect the right of the Trustee to enforce any judgment obtained against the Issuer in any jurisdiction.

Except as otherwise specifically provided, reference in this Indenture to any contract, agreement or any other instrument shall be deemed to include references to the same as varied, amended, supplemented or replaced from time to time and reference in this Indenture to any enactment including, without limitation, any statute, law, by-law, regulation, ordinance or order, shall be deemed to include references to such enactment as re-enacted, amended or extended from time to time.

Subject to the provisions of any Supplemental Indenture, all monetary amounts referred to in this

Indenture are in lawful money of Canada.

Except as otherwise specifically provided herein or in any Bond, where any payment is required to be made or any other action is required to be taken on a particular day and such day is not a Business Day

and, as a result, such payment cannot be made or action cannot be taken on such day, then such payment shall be made or such action shall be taken on the first (1st) Business Day after such day.

Every Bond certified and delivered by the Trustee under a Supplemental Indenture shall be deemed to be "Outstanding" until it shall be cancelled or delivered to the Trustee for cancellation or monies for the payment thereof shall be set aside or deemed to be paid as provided in Article 12, provided that:

There is hereby established a facility designated as the "Capital Markets Platform" in order to provide a framework for Indebtedness necessary, useful or convenient to permit the Issuer to carry out the purposes described in this Master Indenture and any Supplemental Indenture. The aggregate principal amount of Bonds which may be issued under this Indenture is unlimited. All Senior Bonds issued under a Supplemental Indenture and at any time Outstanding shall, subject to any Sinking Fund provisions, rank pari passu, equally and rateably with all other Outstanding Senior Bonds with the same right and entitlement hereunder without preference, priority or distinction between Senior Bonds on account of the date or dates or the actual time or times of the issuance or maturity of the Senior Bonds. All Subordinated Bonds issued under a Supplemental Indenture and at any time Outstanding shall rank pari passu, equally and rateably with all other Outstanding Subordinated Bonds with the same right and entitlement hereunder without preference, priority or distinction between Subordinated Bonds on account of the date or dates or the actual time or times of the issuance or maturity of the Subordinated Bonds. Each Bond of a particular Series shall in all respects rank equally and rateably with all other Bonds of such Series and shall have

the same right and entitlement hereunder established for the benefit of such Series of Bonds, unless otherwise set out in the Supplemental Indenture authorizing an issuance of one or more Classes within a Series of Bonds in which event the priority of payment and other entitlements, including covenants, events of default and other matters differentiating the Classes within such Series of Bonds shall be as set out in the Supplemental Indenture authorizing such Classes.

All Bonds shall be issued in Series and shall be issued pursuant to a Supplemental Indenture authorizing such Series. Bonds may be issued:

Any Series of Senior Bonds may be issued only to evidence, or as collateral security for, Senior Debt. Any Series of Subordinated Bonds may be issued only to evidence, or as collateral security for, Subordinated Debt.

All Bonds shall be executed by or on behalf of the Issuer, certified by or on behalf of the Trustee and delivered by the Trustee to the Issuer or upon its Written Order, upon delivery to the Trustee of:

Notwithstanding the foregoing provisions of this Section 2.4, if Bonds of any Series are to be delivered pursuant to a Commercial Paper Program established by the Issuer, the provisions of Subsection 2.4(b) and Subsections 2.4(f) through (i) may be satisfied by the Issuer at the time of the establishment of the Commercial Paper Program with respect to a maximum aggregate principal amount of Bonds not exceeding the Authorized Amount for such Commercial Paper Program, and the Issuer shall be required to deliver to the Trustee only those documents set forth in Subsections 2.4(a), (c), (d) and (e) in connection with the issue of any Series of Bonds issued pursuant to such Commercial Paper Program at the time of issue of such particular Series.

In addition to the documents required by Section 2.4, the Trustee shall have received prior to authenticating and delivering any Refunding Bonds:

The proceeds, including accrued interest, of any Series shall be applied by the Issuer in accordance with the certificate delivered to the Trustee pursuant to Subsection 2.4(f) in the case of Bonds which are not Refunding Bonds and in accordance with the certificate delivered to the Trustee pursuant to Subsection 2.5(c) in the case of Refunding Bonds.

Each Series of Bonds shall bear the terms provided for in the Supplemental Indenture authorizing that Series.

Each Pledged Bond shall be subject to the following conditions and restrictions, which shall be

referenced or legended in such Pledged Bond:

and shall be payable only in accordance with the payment provisions applicable to the relevant Indebtedness;

The Issuer may issue one or more Series of Subordinated Bonds evidencing or securing Obligations in respect of Subordinated Debt provided that, so long as any Senior Bonds are Outstanding, each Subordinated Bond shall be subject to the following conditions, subordination and restrictions, which shall be referenced in the Supplemental Indenture creating such Subordinated Bonds and legended in such Subordinated Bond:

the Issuer shall not, directly or indirectly, make, and, neither the Trustee nor a holder of Subordinated Bonds or any Person on behalf of the Trustee or the holders of Subordinated Bonds shall, except as otherwise set out in Article 10, enforce their rights and remedies following the occurrence of a Default or an Event of Default or accelerate the Subordinated Bonds pursuant to Section 10.2 or sue for, take or receive (or take any action in furtherance of the same) from the Issuer, any payment on account of the Subordinated Bonds;

holders of the Senior Bonds and shall promptly pay the same over to the Trustee on behalf of the holders of such Senior Bonds in precisely the form received to the extent necessary to pay all such amounts in full;

in each case whether or not the Issuer, the Trustee, any holder of Senior Bonds or any Partners shall have notice or knowledge of any of the foregoing and whether or not any party hereto or any holder of Senior Bonds shall have consented thereto without all of the Bondholders hereto having consented thereto;

Subject to the provisions of Section 3.3, each Bond shall be entitled "AltaLink Investments, L.P. Capital Markets Platform Bond" or such other title as may be specified for such Series designation and, if applicable, shall bear such additional letter or number Class of a Series designation as shall be provided for in the Supplemental Indenture authorizing the Series of such Bonds and, if applicable, Class of a Series of Bonds. Bonds of any one Series shall be substantially identical except as to denominations and as may otherwise be provided in the Supplemental Indenture authorizing such Bonds. Each coupon Bond shall be dated as of the date specified in, or determined in accordance with, the Supplemental Indenture authorizing such Bond and shall bear interest from its date, payable in the case of instalments due at or prior to maturity in accordance with, and upon surrender of, the appurtenant interest coupons as they severally become due. Each fully registered Bond shall be dated as of the Payment Date to which interest has been paid in full next preceding the date of authentication and delivery thereof by the Trustee, except that:

Each fully registered Bond shall bear interest from its date. Interest payable on any Bonds in respect of any period that commenced on a date that is not the day immediately following a Payment Date for such Bonds or ends on a date that is not a Payment Date for such Bonds shall be calculated on the basis of the number of days elapsed in such period for which interest is payable. Interest upon the principal of each Bond shall cease to accrue from the maturity date of such Bond unless payment of such principal shall be improperly withheld or refused upon due presentment and surrender of such Bond at the appropriate place on or after such maturity date. Subject to the provisions of the Supplemental Indenture authorizing a Series of Bonds and, if applicable, Classes of a Series of Bonds, interest shall be payable on all amounts of principal and interest which are not paid when due or the payment of which has not been provided for when due, at the same rate of interest as is payable prior to such failure on the Outstanding principal amount of such Series and, if applicable, Classes of a Series of Bonds.

Principal and interest, if any, on any Series shall become due on the dates specified for the payment thereof in the Supplemental Indenture authorizing such Series.

The Bonds of each Series may contain or have endorsed thereon such provisions, specifications and descriptive words not inconsistent with the provisions of this Master Indenture as may be necessary or desirable to comply with the rules of any securities exchange or regulatory authority, or otherwise, as may be determined by the Issuer prior to the authentication and delivery thereof.

Unless otherwise specified in the Supplemental Indenture authorizing a Series and, if applicable, Classes of a Series, every Global Bond of such Series and, if applicable, Classes of a Series, authenticated and delivered by the Trustee shall bear a legend in substantially the following form:

THIS BOND IS A GLOBAL BOND WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS BOND MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A BOND REGISTERED, AND NO TRANSFER OF THIS BOND IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

Principal and interest with respect to any Series shall be payable in the currency specified in the Supplemental Indenture authorizing such Series. Subject to the provisions of the Supplemental Indenture authorizing such Series, the principal of any Bond of a Series shall be payable at the principal office of the Trustee if the Trustee acts as a Paying Agent for such Series or, at the option of the holder, at the principal office of any other Paying Agent upon presentation and surrender of such Bond. Subject to the provisions of the Supplemental Indenture authorizing such Series, interest on coupon Bonds shall be payable at the principal office of the Trustee if the Trustee acts as a Paying Agent for such Series or, at the option of the holder, at the principal office of any other Paying Agent, in either such case, upon presentation and surrender of the coupons representing such interest. As the interest on fully registered Bonds becomes due (except in the case of payment of interest at maturity or on redemption which shall be paid on presentation and surrender of such Bonds for payment and except as hereinafter in this Section provided) the Issuer shall, at least (5) five days prior to each Payment Date, forward, or cause to be forwarded by prepaid ordinary mail, to the holder for the time being, or, in the case of joint holders, to whichever of such joint holders is named first in the appropriate register maintained by the Issuer for such purpose, at his or her address appearing in such register a cheque drawn on the Issuer's bankers for such interest (less any tax required by law to be deducted), payable to the order of such holder or holders and negotiable at par at each of the places at which interest upon such Bonds is payable. The forwarding of such cheque shall satisfy and discharge the liability for the interest upon such Bonds to the extent of the sums represented thereby (plus the amount of any tax deducted as aforesaid) unless such cheque is not paid on presentation. In the event of the non-receipt of such cheque by such registered holder or the loss or destruction thereof, the Issuer, upon being furnished with reasonable evidence of such non-receipt,

loss or destruction and indemnity in amount and form reasonably satisfactory to it, shall issue or cause to be issued to such holder a replacement cheque for the amount of such cheque. The Issuer, in lieu of forwarding or causing to be forwarded any such cheque in payment of interest, may pay interest to or to the order of such holder at any place at which interest on such Bonds is payable and shall provide a certified copy of, or relevant extract from, any such agreement to the Trustee, and may make all such payments by pre-authorized transfer payments or other form of electronic payment acceptable to the Trustee and the holder of the Bond.

The Bonds of each Series may be issued in the form of coupon Bonds which are not registered as to principal, coupon Bonds which are registered as to principal only, fully registered Bonds, a Global Bond or in such other form as may from time to time be customary, in each case as specified in the Supplemental Indenture authorizing such Series. Coupon Bonds not registered as to principal shall be payable to bearer with a single coupon attached for each instalment of interest thereon, but shall be registrable as to principal in the manner provided in Section 3.7. The definitive Bonds of each Series shall be in substantially the form set forth in the Supplemental Indenture authorizing such Series. The Bonds of each Series may be issued in such denomination or denominations as may be specified in the Supplemental Indenture authorizing such Series. In the absence of any provisions in such Supplemental Indenture specifying the denomination or denominations of such Series, the Bonds of such Series shall be in the denomination of Five Hundred Thousand Dollars ($500,000.00) each or, if there are fully registered Bonds of such Series, in denominations of One Thousand Dollars ($1,000.00) or any integral multiple thereof.

holder or such legal representatives or such duly authorized attorney and upon compliance with such reasonable requirements as the Trustee or other registrar may prescribe and upon payment by (or on behalf of) such registered holder of any charges which the Issuer or the Trustee may impose as provided in Section 3.9. Upon the surrender for registration of transfer of any such registered Bond, the Issuer shall execute and the Trustee shall authenticate and deliver, at the option of the transferee and subject to the provisions of the Supplemental Indenture authorizing such Bonds a new fully registered Bond, registered in the name of the transferee, of the same aggregate principal amount, Series, maturity and interest rate as the surrendered Bond, or coupon Bonds registered as to principal in the name of the transferee, of the same aggregate principal amount, Series, maturity and interest rate as the surrendered Bond, with appropriate coupons attached. Subject to Subsection 3.8(b), after the appropriate form of transfer is lodged with the Trustee or other registrar and upon compliance with all other conditions in that regard required by this Master Indenture, any applicable Supplemental Indenture or by law, the transferee of a registered Bond shall be entitled to be entered on the register as the holder of such Bond free from all equities or rights of set-off or counterclaim between the Issuer and his or her transferor or any previous holder of such Bond, save in respect of equities of which the Issuer is required to take notice by statute or by order of a court of competent jurisdiction, and all Persons may act accordingly.

such payments shall be valid and effective to satisfy and discharge the liability upon such Bond in respect of such principal, redemption price or interest to the extent of the sum or sums so paid.

In all cases in which the privilege of exchanging Bonds or registering the transfer of Bonds is exercised, the Issuer shall execute and the Trustee shall authenticate and deliver Bonds in accordance with the provisions of this Indenture. Subject to Subsection 3.ll(b), all registered Bonds surrendered for exchange or registration of transfer shall forthwith be cancelled by the Trustee. All coupon Bonds not registered as to principal and the coupons appertaining thereto which are surrendered for exchange may be retained, when directed in writing by the Issuer, in the possession of the Trustee for the purpose of reissuance upon a subsequent exchange, and the Trustee, prior to reissuance of any such coupon Bonds, shall detach therefrom and cancel all matured coupons. For every exchange or registration of transfer of Bonds, whether temporary or definitive, the Issuer and/or the Trustee, as a condition precedent to the privilege of making such exchange or registration of transfer, may impose a charge sufficient to reimburse it for any tax or other governmental charge required to be paid with respect to such exchange or registration of transfer. No charge shall be made to the holder in connection with such exchange or registration of transfer to pay the cost of preparing each new Bond issued upon such exchange or registration of transfer. Any such charge shall be borne by the Issuer. Neither the Issuer nor the Trustee shall be required to exchange or register the transfer of Bonds of any Series for a period of fifteen (15) days next preceding a Payment Date for the Bonds of such Series or, in the case of any proposed redemption of Bonds of any Series, for a period of fifteen (15) days next preceding any selection of Bonds of such Series to be redeemed or thereafter until the first publication or mailing of any notice of redemption.

In case any Bond or coupon shall become mutilated or defaced, or be destroyed, stolen or lost, the Issuer shall, subject to applicable law, execute, and thereupon the Trustee, at its principal office, shall authenticate and deliver a new Bond (with appropriate coupons attached in the case of a coupon Bond to which coupons were attached at the time such Bond was mutilated, defaced, destroyed, stolen or lost) or a new coupon of like date and tenor as the Bond or coupon, as the case may be, so mutilated, defaced, destroyed, stolen or lost, in exchange and substitution for such mutilated or defaced Bond or coupon upon surrender and

cancellation thereof, or in lieu of and substitution for such destroyed, stolen or lost Bond or coupon, upon filing with the Trustee evidence satisfactory to the Issuer and the Trustee in their discretion that such Bond or coupon has been destroyed, stolen or lost and proof of ownership thereof, and upon furnishing the Issuer and the Trustee with an indemnity in amount and form satisfactory to them in their discretion and complying with such other reasonable terms and conditions as the Issuer and the Trustee may prescribe and paying such reasonable charges and expenses as the Issuer and Trustee may incur in connection therewith. All mutilated or defaced Bonds and coupons surrendered to the Trustee pursuant to this Section shall be cancelled by it. Any new Bond or coupons authenticated and delivered pursuant to this Section in substitution for a Bond or coupons mutilated or defaced or alleged to be destroyed, stolen or lost shall constitute original additional contractual obligations on the part of the Issuer, whether or not the Bond or coupons so alleged to be destroyed, stolen or lost constitute contractual obligations at any time enforceable by anyone. Any new Bond or coupon authenticated and delivered pursuant to this Section shall be entitled to all the benefits of this Indenture equally and rateably in accordance with the terms of this Indenture with any and all other equal ranking Series of Bonds and coupons.

tenor and for an aggregate principal amount equal to the aggregate principal amount of the temporary Bond or part thereof that is being exchanged for such definitive Bond or Bonds and if, part only of such temporary Bond is being exchanged for such definitive Bond or Bonds, together with such temporary Bond with the reduction of the principal amount thereof endorsed thereon or on a schedule annexed thereto by the Trustee or such Paying Agent or together with a new temporary Bond or Bonds, executed by the Issuer and authenticated and delivered by the Trustee, of the same Series, of any authorized denomination and of like tenor and for an aggregate principal amount equal to the remaining principal amount of the surrendered temporary Bond or Bonds. Upon the exchange of the entire principal amount of a temporary Bond for definitive Bonds or for definitive Bonds together with new temporary Bonds, the temporary Bond so exchanged shall be cancelled by the Trustee. Until exchanged for definitive Bonds, the temporary Bond or Bonds of any Series shall in all respects be entitled to the same benefits under this Indenture as definitive Bonds of such Series.

All Bonds paid or redeemed, either at or before maturity, together with all unmatured coupons, if any, appertaining thereto, shall be delivered to the Trustee when such payment or redemption is made, and such Bonds and coupons, together with all Bonds purchased by the Issuer, shall thereupon be cancelled. No Bonds shall be authenticated in lieu of or in exchange for any Bonds cancelled as provided in this Section except as expressly permitted under this Indenture. All coupons shall be promptly cancelled upon their payment and delivered to the Trustee.

coupons attached thereto, except matured coupons for which payment in full has not been made or provided.

The registers mentioned in Section 3.8 shall at all reasonable times be open for inspection by the Issuer, the Trustee or any Bondholder (including, without limitation, any Person who has a beneficial interest in a Pledged Bond or Global Bond and who provides a sworn affidavit confirming such beneficial ownership). Every registrar (including the Trustee) shall from time to time when requested to do so in writing by the Issuer or by the Trustee furnish the Issuer or the Trustee with a list of the names and addresses of holders of Bonds entered on the register kept by such registrar and showing the principal amount and serial numbers of the Bonds held by each such holder. Every registrar (including the Trustee) shall, from time to time when requested in writing by a Bondholder (including, without limitation, any Person who has a beneficial interest in a Pledged Bond or Global Bond and who provides a sworn affidavit confirming such beneficial ownership), at the expense of the Bondholder, furnish the Bondholder with a list of the names and addresses of holders of Bonds or any Series thereof entered on the register kept by such registrar and showing the principal amount and serial numbers of the Bonds held by such holders. Notice of such request shall be provided by the registrar (including the Trustee) to the Issuer.

Bonds of a Series may be subject to redemption prior to maturity at such times, to the extent and in the manner provided herein and in any Supplemental Indenture authorizing the issuance thereof. Bonds of any Series which are redeemable before their maturity shall be redeemable in accordance with their terms and in accordance with Sections 3.16 to 3.22.

The right of the Issuer to elect to redeem any Bonds of any Series shall be set forth in the terms of the Bonds of such Series established in accordance with the Supplemental Indenture authorizing such Series. In the case of any redemption of Bonds (a) prior to the expiration of any applicable restriction on such redemption provided in the terms of such Bonds or elsewhere in this Master Indenture or in the applicable Supplemental Indenture; or (b) pursuant to an election of the Issuer that is subject to a condition specified in the terms of such Bonds, the Issuer shall furnish the Trustee with an Officer's Certificate evidencing compliance with such restriction or condition.

be redeemed, only in part, to the portion of the principal amount of such Bonds which has been or is to be redeemed.

Notice of redemption having been given as aforesaid, the Bonds so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price, and from and after such date, unless the Issuer shall default in the payment of the Redemption Price, such Bonds shall cease to bear interest

and shall be void. Upon surrender of any such Bond for redemption in accordance with said notice, such Bond shall be paid by the Trustee on behalf of the Issuer at the Redemption Price; provided, however, that, unless otherwise specified, instalments of interest on Bonds whose stated maturity is on or prior to the Redemption Date shall be payable according to their terms and the provisions of Section 3.5.

Any Bond (including a Global Bond) which is to be redeemed only in part shall be surrendered at the principal office of the Trustee or any other Paying Agent with, if the Issuer or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Issuer and the Trustee duly executed by, the holder thereof or its attorney duly authorized in writing and the Issuer shall execute and the Trustee shall certify and deliver to the holder of such Bond without service charge a new Bond or Bonds of the same Series (including a Global Bond, as applicable), of any authorized denomination or denominations as requested by such holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered.

Bonds of a Series may be subject to a mandatory sinking fund redemption and shall be redeemed at such times to the extent and in the manner provided in the Supplemental Indenture authorizing the issuance of such Series and providing for the establishment of a Sinking Fund for such

( purposes.

The Issuer may, at any time when no Default or Event of Default has occurred and is continuing, purchase all or any of the Bonds in the market, which shall include purchase from or through an Investment Dealer or a firm holding membership on a recognized stock exchange, or by tender or by private contract, provided that the price at which any Bond may be purchased by private contract shall not exceed the principal amount thereof together with accrued and unpaid interest thereon and costs of purchase. All Bonds so purchased shall forthwith be delivered to the Trustee and shall be cancelled by it and, subject to the following paragraph of this Section 3.23, no Bonds shall be issued in substitution therefor.

If, upon an invitation for tenders, more Bonds are tendered at the same lowest price than the Issuer is prepared to accept, the Bonds to be purchased by the Issuer shall be selected by the Trustee, in such manner, which may include selection by lot, selection on a pro rata basis, random selection by computer or any other method, as the Trustee considers appropriate, from the Bonds tendered by each tendering Bondholder who tendered at such lowest price. For this purpose the Trustee may make, and from time to time amend, regulations with respect to the manner in which Bonds may be so selected, and regulations so made shall be valid and binding upon all Bondholders, notwithstanding the fact that, as a result thereof, one or more of such Bonds become subject to purchase in part only. The holder of a Bond of which a part only is purchased, upon surrender of such Bond for payment, shall be entitled to receive, without expense to such holder, one or more new Bonds for the unpurchased part so surrendered, and the Trustees shall certify and deliver such new Bond or Bonds upon receipt of the Bond so surrendered.

Subject to Sections 2.9 and 10.13, the Issuer shall disburse and apply all Net Revenues in the following order of priority:

Unless this Master Indenture or any Supplemental Indenture requires that a Fund or Account be segregated or held in a separate bank account, such Funds and Accounts are only required to be recorded separately in the books and records of the Issuer, the Trustee or any other Person. All money and Permitted Investments held by the Issuer, the Trustee, any Fiscal Agent or any other Person which is required to be segregated under this Master Indenture or any Supplemental Indenture in any Fund or Account shall be accounted for and held separate and apart from all other money and securities of the Issuer, the Trustee, any Fiscal Agent or any other Person, as the case may be. All money, Permitted Investments and undrawn availability under a Credit Facility shall be applied, used and withdrawn solely for the purposes authorized in this Master Indenture and any Supplemental Indenture and, until so applied, used and withdrawn, shall be held by the Issuer, the Trustee, any Fiscal Agent or any other Person, as the case may be, for such purposes and subject to the terms of this Master Indenture and any Supplemental Indenture.

in a Fund or Account held by the Trustee in accordance with standard procedures agreed to by the Trustee for the making of such investments by the Issuer on behalf of the Trustee.

Unless otherwise set out in a Supplemental Indenture, the Bonds issued under this Indenture shall be unsecured obligations of the Issuer.

The Issuer hereby constitutes and appoints the Trustee, or a receiver appointed by the Trustee, as the agent of the Issuer and any officer of the Trustee or receiver, as the attorney of the Issuer with full power of substitution, in the place of the Issuer and in the name and on behalf of the Issuer or in its own name upon the occurrence of an Event of Default, and at any time thereafter if the Event of Default shall then be continuing, to execute, deliver and do all such acts, deeds, leases, documents, transfers, demands, conveyances, assignments, contracts, assurances, consents, financing statements and things as the Issuer has herein agreed to execute, deliver and do as may be required by the Trustee to give effect to this Indenture or the Bonds or in the exercise of any rights, powers or remedies hereby or thereby conferred on the Trustee, and generally to use the name of the Issuer in the exercise of all or any of the rights, powers or remedies hereby or thereby conferred on the Trustee, including, without limitation, the right to bring actions for and in the name of the Issuer, the right to disburse or make payments from any Sinking Fund and any other Fund or Account and the right, but not the obligation, to cure any defaults hereunder (including under any Indebtedness secured by a Pledged Bond). This appointment, coupled with an interest, shall not be revoked by the insolvency, bankruptcy, dissolution, liquidation or other termination of the existence of the Issuer, any Partner or for any other reason.

The Issuer hereby covenants and agrees with the Trustee for the benefit of the Trustee and the Bondholders that so long as any amount payable under this Indenture or any of the Bonds is Outstanding or the Issuer has any obligations under this Indenture:

The Issuer shall not enter into any Financial Instrument Obligation except for the purpose of hedging any Indebtedness, Operating and Maintenance Expenses or Revenues incurred or to be received in the ordinary course of the Business. A Financial Instrument Obligation shall, except as otherwise permitted by Subsection 6.l(m), be secured by a Pledged Bond, either directly or as part of a Credit Facility, and shall, in each case, be made with a Counterparty and documented in a form approved from time to time by the International Swap Dealers Association or such other form as shall be customary for the documentation of such agreements in accordance with good market practice by regulated financial institutions.

Event of Default and the actions taken or proposed to be taken by the Issuer to cure such Default or Event of Default.

The Issuer shall at all times maintain an office in Calgary, Alberta, where notices, demands and other documents may be served upon the Issuer in respect of the Bonds and coupons or of this Indenture. The Issuer hereby appoints the Trustee as its agent for the service upon the Issuer of such notices, demands and other documents. The Issuer hereby appoints each Paying Agent as its agent where Bonds and coupons may be presented for payment or where Bonds may be presented for registration, registration of transfer or exchange.

Save and except for Permitted Encumbrances, the Issuer will not create, assume or suffer to exist any Security Interest on any of its assets, whether now owned or hereafter acquired, unless at the same time it shall secure all the Senior Bonds then outstanding on a pari passu basis.

The Issuer will not enter into any transaction or series of transactions in which all or substantially all of its property and assets would become the property of any other Person, whether by way of reorganization, consolidation, amalgamation, arrangement, merger, transfer, sale or otherwise, unless:

In the case any such amalgamation, merger or consolidation of the Issuer and upon any such assumption by the successor, such successor shall succeed to and be substituted for the Issuer, with the same effect as if it had been named herein as the party of the first part. Such successor thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer, any and all of the Bonds issuable hereunder which shall not have been signed by the Issuer and delivered to the Trustee.

Upon the written order of such successor delivered to the Trustee and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall certify and shall deliver any Bonds which previously would have been signed and delivered by the Authorized Officer of the Issuer to the Trustee for certification, and any Bonds which such successor thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Senior Bonds so issued shall in all respects be of the same legal rank and benefit under this Indenture as the Senior Bonds previously issued in accordance with the terms of this Indenture. All the Subordinated Bonds so issued shall in all respects be of the same legal rank and benefit under this Indenture as the Subordinated Bonds previously issued in accordance with the terms of this Indenture. Such changes in phraseology and form (but not in substance) may be made in the Bonds thereafter to be issued as may be appropriate.

The Issuer will promptly give written notice to the Trustee of:

Each notice pursuant to this Section shall be accompanied by an Officer's Certificate setting forth details of the occurrence referred to therein and what action the Issuer has taken and proposes to take with respect thereto.

The Issuer shall apply, in accordance with Section 4.1, all insurance proceeds received under any insurance policies relating to property and assets used in the Business unless such insurance proceeds are intended to be utilized to replace or repair the property or asset for which the insurance proceeds were received within twelve (12) months of the date of receipt thereof. Any proceeds which are not so utilized within the twelve (12) month period shall thereafter be applied in accordance with Section 4.1. The Issuer shall

provide to the Trustee an Officer's Certificate on a quarterly basis setting forth details of the intended replacement or repair to the property or asset for which the insurance proceeds were received and the status of such replacement or repair during the twelve (12) month period (including details of all expenditures made by the Issuer in connection therewith).

The Issuer will not, directly or indirectly, (a) purchase, acquire, lease or license any material property, assets, right or service from, or (b) sell, transfer, lease or license any property, assets, right or services to, any Person (including any Partner and their respective Affiliates) not dealing at arm's length with the Issuer, or any Affiliate of any such Person, except at prices and on terms not less favourable to the Issuer than those which could have been obtained in an arm's length transaction with an arm's length Person.

then the Issuer shall in each such case provide the Trustee with a copy of such notice within ten (10) days of the Issuer's receipt thereof, and thereafter shall keep the Trustee informed in a timely manner of any developments in such matters, and shall provide to the Trustee such other information in respect thereto as may be reasonably requested by the Trustee from time to time.

In order to prevent any accumulation after maturity of unpaid interest, the Issuer will not directly or indirectly extend or assent to the extension of time for payment of interest upon any Bonds or directly or indirectly be or become a party to or approve any such arrangement by purchasing or funding interest on the Bonds or in any other manner.

If the time for the payment of any interest shall be so extended, whether or not such extension is by or with the consent of the Issuer, notwithstanding anything herein or in the Bonds contained, such interest shall not be entitled in case of Default hereunder to the benefit of this Indenture until such time as payment in full has been made of the principal of all the Bonds and of all interest on such Bonds the payment of which has not been so extended.

The foregoing will not restrict the capitalization or deferral of interest in accordance with the terms of the Indebtedness in respect of which such interest is capitalized or deferred.

The Issuer shall not make any distributions or payments in respect of, or apply any of its property to the purchase, repayment or redemption of or return of capital on, any of its partnership interests, or make any loans or other payments or disbursements to its Partners, other than Permitted Payments.

Any notice, demand or other document to the Issuer or the General Partner under this Indenture shall be valid and effective if delivered or sent by electronic communication, or mailed, postage prepaid, addressed to the Issuer, to:

AltaLink Investment Management Ltd.

Suite 1120, 940 - 6^th Avenue S.W.

Calgary, Alberta T2P 3Tl

Attention: Executive Vice President and Chief Financial Officer

Telecopier: (403) 262-3740

with a copy to:

Borden Ladner Gervais LLP

1000 Canterra Tower

400 Third Avenue S.W. Calgary, Alberta T2P 4H2

Telecopier: (403) 266-1395

and, subject as provided in this Section, shall be deemed to have been given at the time of delivery or receipt of confirmation of sending by electronic communication or on the fifth (5^th) Business Day after mailing. Any notice made by delivery or sent by electronic communication on a day other than a Business Day, or after 4:00 p.m. (Calgary time) on a Business Day, shall be deemed to be received on the next following Business Day. The Issuer may from time to time notify the Trustee of a change in address or electronic communication number which thereafter, until changed by like notice, shall be the address or electronic communication number of the Issuer for all purposes of this Indenture.

Any notice, demand or other delivery to the Bondholders under this Indenture shall be valid and effective if, in the case of holders of registered Bonds or a Global Bond, it is delivered, sent by electronic communication or mailed postage prepaid, addressed to such holders, at their addresses or electronic communication numbers, if any, appearing in any of the registers hereinbefore mentioned and, subject as provided in this Section, shall be deemed to have been received at the time of delivery or sending by electronic communication or on the fifth (5^th) Business Day after mailing. Any notice made by delivery or sent by electronic communication on a day other than a Business Day, or after 4:00 p.m. (Calgary time) on a Business Day, shall be deemed to be received on the next following Business Day. All notices to joint holders of any Bond may be given to whichever one of the holders thereof is named first in the registers hereinbefore mentioned, and any notice so given shall be sufficient notice to all holders of such Bond. In the event of a postal disruption, notice to Bondholders shall be given or sent by other appropriate means. Any notice to the holders of Bonds which are not registered Bonds shall be valid and effective and deemed to have been received by all such holders on the date of publication if published once in an Authorized Newspaper.

Any notice, demand or other document to the Trustee under this Indenture shall be valid and effective if:

Telecopier: (416) 360-1711/1727

or

BNY Trust Company of Canada

4 King Street West, Suite 1101

Toronto, ON M5H 1B6

in each case to the attention of: Senior Trust Office

and, subject as provided in this Section, shall be deemed to have been given at the time of delivery or a receipt of a confirmation of sending by electronic communication or on the fifth (5^th) Business Day after mailing. Any notice made by delivery or sent by electronic communication on a day other than a Business Day, or after 4:00 p.m. (Calgary time) on a Business Day, shall be deemed to be received on the next following Business Day. The Trustee may from time to time notify the Issuer of a change in address or electronic communication number which thereafter, until changed by like notice, shall be the address or electronic communication number of the Trustee for all purposes of this Indenture. The Trustee shall be entitled to rely, and act on, any notice, demand, request or other documents sent to it by facsimile.

In the case of disruption in postal services in Canada, any notice given under Section 7.1 or 7.3, if mailed, shall be deemed not to have been given until it is actually delivered.

When used in this Article 7, the term "electronic communication" shall include communications by telecopy or email and any electronic, optical or other communication formats which may become available in the future (excluding verbal telephone communications) which are capable of providing a permanent record and in respect of which delivery can be verified or receipt is acknowledged.

From time to time, the Issuer and the Trustee may, subject to the provisions of this Indenture, and they shall, when so directed by this Indenture or by any Extraordinary Resolution, execute and deliver deeds or instruments supplemental or ancillary hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:

The Issuer and the Trustee may correct typographical, clerical and other manifest errors in this Master Indenture, any Supplemental Indenture or the Bonds, provided that such correction shall not, in the Opinion of Counsel to the Trustee, prejudice the rights of the Trustee or of the Bondholders hereunder, and the Issuer and the Trustee may execute all such documents as may be necessary to correct such errors.

Where any of the provisions of this Indenture are supplemented, modified or amended by the provisions of any Supplemental Indenture which authorizes a Series of Bonds, the provisions of this Indenture shall be read as so supplemented, modified or amended with respect to all Bonds of such Series. In the event of a conflict or inconsistency between any provision of this Indenture as so supplemented, modified or amended and any other provision of this Indenture, such other provision of this Indenture shall be deemed to have been so supplemented, modified or amended to the extent necessary to remove all such conflict or inconsistency, but only with respect to Bonds issued pursuant to such Supplemental Indenture.

The Trustee may at any time and from time to time and shall, on receipt of a Written Request of the Issuer or a Bondholders' Request and upon receiving funding and being indemnified to its reasonable satisfaction by the Issuer or by the Bondholders signing such Bondholders' Request, as the case may be, against the costs that may be incurred in connection with the calling and holding of such meeting, convene a meeting of the Bondholders. In the event of the Trustee failing within ten (10) days after receipt of any such Bondholders' Request to give notice convening such meeting, the Issuer or such Bondholders, as the case may be, may convene such meeting. Every such meeting of Bondholders shall be held in the City of Calgary, Alberta, or at such other place as may be approved or determined by the Trustee.

At least ten (10) but not more than forty-five (45) days' notice of any meeting shall be given to the Bondholders in the manner provided in Article 7 and a copy thereof shall be sent to each of the Trustee and the Issuer in the manner set out in Article 7 unless the meeting has been called by it and the notice shall state the time when and the place where the meeting is to be held and set out the general nature of the business to be transacted thereat. It is not necessary for any such notice to set out the terms of any resolution to be proposed or any of the provisions of this Article 9.

An individual, who need not be a Bondholder, nominated in writing by the Trustee shall be chair of the meeting, and if no Person is so nominated, or if the Person so nominated is not present within thirty (30) minutes from the time fixed for the holding of the meeting, the Bondholders present in person or by proxy shall choose an individual present to be chair.

Unless otherwise provided in this Indenture, at any meeting of Bondholders:

The chair of any meeting at which a quorum of the Bondholders is present may, with the consent of the Bondholders present, adjourn such meeting and no notice of such adjourned meeting need be given except such notice, if any, as the meeting so adjourned may resolve.

On every resolution, and on any other question submitted to a meeting when demanded by the chair or by any Bondholder acting in person or by proxy, a poll shall be taken in such manner as the chair directs.

Each Bondholder present in person or represented by proxy shall be entitled to one vote in respect of each Cdn. One Thousand Dollars ($1,000.00) of principal outstanding in respect of Outstanding Bonds of which it is then the holder. A proxy need not be a Bondholder. In the case of joint registered holders of a Bond, any one of them present in person or represented by proxy at the meeting may vote in the absence of the other or others; but if more than one of them is present in person or represented by proxy, they shall vote together in respect of the Bonds of which they are joint registered holders. In the case of a Global Bond or Pledged Bond, the Depositary may appoint or cause to be appointed a Person or Persons as proxies and shall designate the number of votes entitled to each such Person, and each such Person shall be entitled to be present at any meeting of Bondholders and shall be the Persons entitled to vote at such meeting in accordance with the number of votes set out in the Depositary's designation. Subject to the provisions of Section 9.8, in the case of Bonds held by a Person other than an individual, an officer or representative of such Person may vote the Bonds held by it unless there shall be more than one officer or representative of such Person present at the meeting, and those officers or individuals present do not agree on how the Bonds may be voted, in which case a written proxy shall be required to determine who may vote the Bonds and how such Bonds are to be voted. No show of hands shall be permitted for voting purposes. Holders of Subordinated Bonds shall not be entitled to vote at any meeting of Bondholders except in respect of a vote called solely for holders of Subordinated Bonds.

The Trustee, or the Issuer with the approval of the Trustee, may from time to time make and vary such regulations as it shall think fit providing for and governing:

Any regulations so made shall be binding and effective and votes given in accordance therewith shall be valid and shall be counted. The Trustee may dispense with any such deposit and permit Bondholders to make proof of ownership in such other manner, if any, as the Trustee and the Issuer may approve. Except as aforesaid and as provided in such regulations, the only Persons who shall be recognized at any such meeting as the holders of Bonds or as entitled to be present and vote at any such meeting shall be Persons who produce at the meeting coupon Bonds not registered as to principal or registered Bonds.

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

Subject to Sections 9.17, 9.18 and 9.21 and Article 10, and in addition to all other powers conferred upon them by other provisions of this Indenture or law, at a meeting of the Bondholders, the Bondholders shall have the following powers, exercisable from time to time by Extraordinary Resolution of holders of Senior Bonds only:

Any one or more of the powers and any combination of the powers of this Indenture stated to be exercisable by the Bondholders by Extraordinary Resolution or otherwise may be exercised from time to time and the exercise of any one or more of such powers from time to time shall not be deemed to exhaust the right of the Bondholders to exercise such powers thereafter from time to time.

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

Every Majority Resolution, Extraordinary Resolution or Special Bondholders' Resolution passed in accordance with the provisions hereof at a meeting of Bondholders or by an instrument in writing in lieu of a meeting of Bondholders shall be binding upon all Bondholders and each Bondholder and the Trustee (subject to the provisions for its funding and indemnity herein contained) shall be bound to give effect accordingly to every such Majority Resolution, Extraordinary Resolution or Special Bondholders' Resolution or instrument in writing.

All actions that may be taken and all powers that may be exercised by the Bondholders by Majority Resolution, Extraordinary Resolution or Special Bondholders' Resolution may also be taken and exercised by an instrument in writing signed in one or more counterparts by Bondholders representing not less than fifty and one-tenth percent (50. l %) of the total principal outstanding in respect of the Outstanding Bonds for a Majority Resolution, sixty-six and two• thirds percent (66-2/3%) of the total principal outstanding in respect of the Outstanding Bonds for an Extraordinary Resolution and not less than ninety percent (90%) of the total principal outstanding in respect of the Outstanding Bonds for a Special Bondholders' Resolution and the expressions ''Majority Resolution", "Extraordinary Resolution" and "Special Bondholders' Resolution" when used in this Indenture include an instrument so signed.

such Series were not Outstanding and no notice of any such meeting need be given to the holders of Bonds of such Series. Without limiting the generality of the forgoing, a proposal to modify or terminate any covenant or agreement which by its terms is effective only so long as Bonds of a particular Series are Outstanding or which is enacted for the exclusive benefit of the holders of Bonds of one or more particular Series or which affects the terms of repayment of only one or more particular Series or the Sinking Fund Reserve established for the benefit of one Series shall be deemed not to adversely affect the right of the holders of Bonds of any other Series.

In order to determine the total outstanding Indebtedness secured by any Pledged Bonds (for purposes only of the definitions of "Majority Resolution", "Extraordinary Resolution" and "Special Bondholders'

Resolution" and for the purposes of Sections 9.4 and 9.7), each Bondholder shall deliver to the Trustee, within five (5) Business Days of receipt of a written request from the Trustee, a Bondholder's Certificate setting forth the total principal outstanding Indebtedness secured by any Pledged Bond as of the date specified in such written request and the Trustee shall deliver all such Bondholder's Certificates to the Issuer and shall make the same available for inspection by any Bondholder for a period of three (3) Business Days after the expiry of the time stated to provide the same in the written request. If any Bondholder fails to provide the Trustee with a Bondholder's Certificate setting forth such Bondholder's total principal outstanding Indebtedness as aforesaid within the time stated in the written request (such Bondholder being referred to in this Section as a "Defaulting Bondholder"), the Trustee shall for purposes of any determination required at such time consider such Defaulting Bondholder's Indebtedness secured by the Pledged Bond to be the amount as stated by the Issuer in an Officer's Certificate delivered to the Trustee. If, within the time allotted for examination of Bondholder's Certificates, neither the Issuer or any Bondholder objects to the amount of the total principal outstanding Indebtedness set forth in any Bondholder's Certificate, then the Trustee may rely on such Bondholder's Certificates as conclusive and act thereon, or to the extent applicable, on such Officer's Certificate. If any Bondholder or the Issuer disputes the amount of the principal outstanding Indebtedness set forth in any Bondholder's Certificate, the Trustee shall be entitled to independently determine directly or by an independent auditor or financial consultant the amount of the principal outstanding Indebtedness secured by the Pledged Bond in respect of the disputed Bondholder Certificate(s) and such determination, absent manifest error, shall be conclusively binding on the Bondholders and the Issuer.

Notwithstanding the provisions of Section 9.10 and the other provisions of this Indenture, if a Bondholder is entitled to and does, in a Bondholder's Request, request the Trustee to proceed to enforce its rights as set forth in Article 10, unless such Bondholder rescinds such request, the remaining Bondholders executing such request shall be deemed to have consented to such Bondholders' Request, including, without limitation, the Bondholder's Request directing and controlling the actions of the Trustee, not inconsistent with the provisions hereof as the Bondholder making such Bondholder's Request or the Trustee may reasonably require in order to give effect to and to implement such request.

Notwithstanding any other term of this Indenture, a Special Bondholders' Resolution shall be required in order to amend directly or indirectly or otherwise vary:

Bonds owned or held by or for the account of the Issuer shall be deemed not to be Outstanding for the purposes of this Article 9 or other action or any calculation of Outstanding Bonds provided for in this Article 9, and the Issuer shall not be entitled with respect to such Bonds to vote, give any consent or take any other action provided for in this Article. At the time of any vote, consent or other action taken under this Article, the Issuer shall furnish the Trustee with an Officer's Certificate upon which the Trustee may act and rely, describing all Bonds to be so excluded.

Bonds authenticated and delivered after the effective date of any action taken pursuant to Article 8 or this Article 9 may, and, if the Trustee so determines, shall bear a notation by endorsement or otherwise in form approved by the Issuer and the Trustee as to such action, and upon demand of the holder of any Bond Outstanding at such effective date and presentation of his or her Bond for that purpose at the principal office of the Trustee or upon any exchange or registration of transfer of any Bond Outstanding at such effective date, suitable notation shall be made on such Bond or upon any Bond issued upon any such exchange or registration of transfer by the Trustee as to any such action. If the Issuer or the Trustee shall so determine, new Bonds so modified as in the opinion of the Issuer to conform to such action shall be prepared, authenticated and delivered, and upon demand of the holder of any Bond then Outstanding shall be exchanged, without cost to such Bondholder, for Bonds of the same Series and maturity then Outstanding, upon surrender of such Bonds with all unmatured coupons, if any, appertaining to such Bonds, or coupons appertaining to Bonds of such Series of the same aggregate amounts and payment dates.

Notwithstanding any of the provisions in this Indenture, if, at any time, no Senior Bonds are Outstanding, any rights which may otherwise be exercised by holders of Senior Bonds may be exercised by holders of Subordinated Bonds.

Each of the following events is hereby declared an "Event of Default":

At any time as there are Outstanding Senior Bonds, no Event of Default will result from the occurrence of any event described in Subsections 10.l(a), (b), (c), (d), (e), (f), (g) or (k) under a Subordinated Bond and Section 10.2 shall not apply to an Event of Default under a Subordinated Bond.

Subject to the provisions of Sections 2.9 and 10.3, if an Event of Default due to the default in payment of principal of or premium, if any, or interest on any Series of Senior Bonds issued under this Indenture, or due to the default in the performance, or breach, of any other covenant, representation or warranty of the Issuer applicable to the Series of any Senior Bond but not applicable to all Outstanding Senior Bonds issued under this Indenture, or due to a default which is an Event of Default under a Series of Senior Bonds Outstanding but not under all Outstanding Senior Bonds issued under this Indenture, shall have

occurred and be continuing, the Trustee or the holders of not less than twenty-five percent (25%) in principal amount of the Senior Bonds of that Series then Outstanding may then declare the principal of, and interest and premium, if any, on all Series of Senior Bonds to be due and payable immediately; and if an Event of Default due to a default in the performance of any other covenant or warranty in this Indenture applicable to all Senior Bonds issued hereunder and then outstanding, or due to an event described in Subsection 10.l(f), (g), (h), (i) or (j), shall have occurred and be continuing, either the Trustee or the holders of not less than twenty-five percent (25%) in principal amount of all Senior Bonds issued under this Indenture and then Outstanding (treated as one class), may declare the principal amount of all the Senior Bonds then Outstanding to be due and payable immediately.

Notwithstanding anything contained in this Indenture or the Senior Bonds to the contrary, if such a declaration is made, the Issuer shall pay to the Trustee forthwith for the benefit of the Senior Bondholders the amount of principal of and premium, if any, and accrued and unpaid interest (including interest on amounts in default) on all Senior Bonds and all other amounts payable in regard thereto under this Indenture, together with interest thereon at the rate borne by such Senior Bonds from the date of such declaration until payment is received by the Trustee. Such payments, when made, shall be deemed to have been made in discharge of the Issuer's obligations under this Indenture and any amounts so received by the Trustee shall be applied in the manner specified in Section 10.12.

If an Event of Default has occurred, unless otherwise provided in a Supplemental Indenture the holders of Senior Bonds by Extraordinary Resolution may instruct the Trustee to waive the Event of Default and the Trustee shall thereupon waive the Event of Default or annul such declaration or both upon such terms and conditions as such Senior Bondholders prescribe; provided that no act or omission by the Trustee or of the Senior Bondholders shall extend to or be taken in any manner whatsoever to affect any subsequent Event of Default or the rights resulting therefrom.

Subject to the provisions of Section 10.3 and to the provisions of any Extraordinary Resolution of the holders of Senior Bonds, if the Issuer fails to pay to the Trustee, forthwith after the same shall have been declared to be due and payable under Section 10.2, the principal of and premium and interest on all Bonds then outstanding together with any other amounts due hereunder, the Trustee shall, upon receipt of a Bondholders' Request of the holders of Senior Bonds and upon being sufficiently indemnified to its reasonable satisfaction against all costs, expenses and liabilities to be incurred, proceed in its name as Trustee hereunder to obtain or enforce payment of such principal of and premium and interest on all the Bonds then Outstanding together with any other amounts due hereunder by such proceedings authorized by this Indenture or by law or equity as the Trustee in such request has been directed to take, or if such request contains no such direction, then by such proceedings authorized by this Indenture or by suit at law or in equity as the Trustee shall deem expedient.

The Trustee shall be entitled and empowered, either in its own name or as trustee of an express trust, or as attorney-in-fact for the holders of the Bonds, or in any one or more of such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the holders of the Bonds allowed in any insolvency, bankruptcy, liquidation or other judicial proceedings relative to the Issuer or its creditors or relative to or affecting its property. The Trustee is hereby irrevocably appointed (and the successive respective holders of Bonds by taking and holding Bonds shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective holders of the Bonds with authority to make and file in the respective names of the holders of the Bonds or on behalf of the holders of the Bonds as a class, subject to deduction from any such claims of the amounts of any claims filed by any of the holders of the Bonds themselves, any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any such other documents and to do and perform any and all such acts and things, for and on behalf of such holders of the Bonds, as may be necessary or advisable, in the opinion of the Trustee acting on the advice of its legal counsel, in order to have the respective claims of the Trustee and of the holders of Bonds against the Issuer or its property allowed in any such proceeding, and to receive payment of or on account of such claims, provided that nothing contained in this Indenture shall be deemed to give to the Trustee, unless so authorized by Extraordinary Resolution of the holders of Senior Bonds, any right to accept or consent to any plan of reorganization or otherwise by action of any character in such proceeding to waive or change in any way any right of any Bondholder.

The Trustee shall also have power at any time and from time to time, to institute and to maintain such suits and proceedings as it may be advised shall be necessary or advisable to preserve and protect its interests and the interests of the Bondholders.

All rights of action hereunder may be enforced by the Trustee without the possession of any of the Bonds or the production thereof on the trial or other proceedings relative thereto. Any such suit or proceeding instituted by the Trustee shall be brought in the name of the Trustee as trustee of an express trust, and any recovery of judgment shall be first, for the rateable benefit of the holders of the Senior Bonds until paid in full, and second, for the rateable benefit of the holders of Subordinated Bonds until paid in full, subject to the provisions of this Indenture. In any proceeding brought by the Trustee (and also in any proceeding in which a declaratory judgment of a court may be sought as to the interpretation or construction of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the holders of the Bonds, and it shall not be necessary to make any holders of the Bonds parties to any such proceeding.

No Bondholder shall have any right to institute any action or proceeding or to exercise any other remedy authorized by this Indenture or by law or by equity for the purpose of enforcing payment of principal or interest or for the execution of any trust or power hereunder, unless, in the case of holders of Subordinated Bonds, the provisions of Section 2.9 have been satisfied, and in all cases the requisition, funding and indemnity referred to in Section 10.4, have been tendered to the Trustee and the Trustee shall have failed to act within a reasonable time thereafter; in such case but not otherwise, any Bondholder acting on its own behalf and on behalf of all other Bondholders shall be entitled to take proceedings in any court of competent jurisdiction such as the Trustee might have taken under Section 10.4; it being understood and

intended that no one or more Bondholders shall have any right in any manner whatsoever to affect, or to enforce any right hereunder or under any Bond except subject to the conditions and in the manner herein provided, and that all powers and trusts hereunder shall be exercised and all proceedings at law shall be instituted, had and maintained by the Trustee, except only as herein provided, and in any event for the equal benefit of all holders of Senior Bonds or Subordinated Bonds, as applicable.

In case any proceedings taken by the Trustee on account of any Event of Default shall have been discontinued or abandoned for any reason, then in every such case the Issuer, the Trustee and the Bondholders shall be restored to their former positions and rights hereunder, respectively, and all rights, remedies, powers and duties of the Trustee shall continue as though no such proceeding had been taken.

All rights of action under this Indenture or under any of the Bonds enforceable by the Trustee, may be enforced by it without the possession of any of the Bonds or the coupons appertaining thereto or the production thereof at the trial or other proceeding relative thereto, and any such suit, action or proceeding instituted by the Trustee shall be brought in its name for the benefit of all the holders of such Bonds and coupons, subject to the provisions of this Indenture.

No single remedy herein conferred upon or reserved to the Trustee or to the Bondholders by this Indenture is intended to be exclusive of any other remedy or remedies herein conferred, and each and every such remedy shall be cumulative.

No delay or omission by the Trustee or by any Bondholder to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or any acquiescence therein and every power and remedy given by this Indenture to the Trustee and the holders of the Bonds, respectively, may be exercised from time to time and as often as may be deemed expedient.

The Trustee shall give to the Bondholders notice of each Event of Default under this Indenture known to the Trustee within ten (10) Business Days after actual knowledge of the occurrence thereof, unless such Event of Default shall have been remedied or cured or necessary monies provided therefor before the giving of such notice. The Trustee shall give to the Issuer notice of any Default or Event of Default not otherwise known to the Issuer forthwith upon actual knowledge of the occurrence of such event.

Except as herein otherwise expressly provided and notwithstanding Section 4.1, any money received by the Trustee or a Bondholder pursuant to the provisions of this Article 10 or as a result of legal or other proceedings against the Issuer pursuant hereto, or from any trustee in bankruptcy, receiver or liquidator of the Issuer, shall be applied, together with other money available to the Trustee for such purpose, as follows:

Payments to Bondholders pursuant to Subsections 10.12(b) and (c) shall be made as follows:

in such notice unless the Bond in respect of which such amount is owing is duly presented on or after the date so specified and payment of such amount is not made; and

In case of any judicial or other proceedings to enforce the rights of the Bondholders, judgment may be rendered against the Issuer in favour of the Bondholders or in favour of the Trustee, as trustee for the Bondholders, for any amount which may remain due in respect of the Bonds, the interest thereon and the Indenture.

If at any time there are no Outstanding Senior Bonds, then references in this Article 10 to "Senior Bonds" and "holders of Senior Bonds" shall be deemed to be references to "Subordinated Bonds" and "holders of Subordinated Bonds".

The Trustee hereunder to be appointed shall at all times be a trust company authorized to carry on business in the provinces and territories of Canada, and authorized by law to perform all the duties imposed upon it by this Indenture.

All monies held by any Fiscal Agent, as such, at any time pursuant to the terms of this Indenture shall be and hereby are assigned, transferred and set over unto such Fiscal Agent in trust for the purposes and

upon the terms and conditions of this Indenture. Each Fiscal Agent shall acknowledge such trust for the benefit of the Trustee. Subject to the provisions of Section 4.4 as to investment of monies held hereunder, all monies held by any Fiscal Agent, as such, may be deposited by such Fiscal Agent in its banking department or with such other banks or trust companies as may be designated by the Issuer in accordance with the requirements hereof, including an Affiliate of or related party to the Trustee or another Fiscal Agent.

Each Fiscal Agent shall be protected and shall incur no liability whatsoever in acting and relying upon any notice, resolution, request, consent, order, certificate, report, opinion, bond or other paper or document believed by it to be genuine, and to have been signed or presented by the proper party or parties. Each Fiscal Agent may, at the Issuer's expense in accordance with Section 11.6, consult with counsel, who may, to the extent permitted by the terms of this Indenture and any applicable Supplemental Indenture, be counsel to the Issuer, accountants, appraisers, engineers or other experts or advisors as it reasonably requires for determining and discharging its duties and administering the trusts hereunder and the opinion, advice of or information obtained from such counsel, accountants, appraisers or other experts or advisors shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. Whenever any Fiscal Agent shall deem it necessary

or desirable that a matter be proved or established prior to taking or suffering any action under this Master Indenture or under any Supplemental Indenture, including payment of monies out of any Fund or Account, such matter (unless other evidence in respect thereof be herein or therein specifically prescribed) may be deemed to be conclusively proved and established by an Officer's Certificate and such certificate shall be full warrant for any action taken or suffered in good faith under the provisions of this Master Indenture or under any Supplemental Indenture, but in its discretion the Fiscal Agent may in lieu thereof accept other evidence of such fact or matter or may require such further or additional evidence as to it may seem reasonable. Except as otherwise expressly provided in this Master Indenture or in any Supplemental Indenture, any request, order, notice, consent, opinion, direction or other instrument required or permitted to be furnished pursuant to any provision hereof or thereof by the Issuer to any Fiscal Agent shall be sufficiently executed if executed in the name of the Issuer by an Authorized Officer.

The Issuer shall pay to each Fiscal Agent from time to time reasonable compensation for all services rendered under this Master Indenture or any Supplemental Indenture and also all reasonable expenses, charges, counsel fees and other disbursements, including those of their legal counsel, and other experts or advisors not regularly in its employ, agents and employees incurred in the interpretation of, or the performance of their powers and duties under this Master Indenture or any Supplemental Indenture and the Fiscal Agents is hereby granted and shall have a Security Interest therefor on any and all monies at any time held by or under this Master Indenture or any Supplemental Indenture on a pari passu basis in priority to the Bonds. The Issuer further agrees to indemnify and save each Fiscal Agent, directors, officers and employees harmless against any liabilities which it may incur in the exercise and performance of its powers and duties under this Indenture which are not due to its negligence or default.

Any Fiscal Agent may become the owner of any Bonds and coupons, with the same rights it would have if it were not such Fiscal Agent. To the extent permitted by law, any Fiscal Agent may act as depository for, and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of bondholders or to effect or aid in any reorganization, arrangement or readjustment of debt arising from the enforcement of the Bonds or this Master Indenture or any Supplemental Indenture, whether or not any such committee shall represent the holders of more than fifty percent (50%) in principal amount of the Bonds then Outstanding.

The Trustee may at any time resign and be discharged of the duties and obligations created by this Indenture by giving not less than sixty (60) days' written notice to the Issuer and publishing notice thereof, specifying the date when such resignation shall take effect. Such resignation shall take effect only upon the appointment of a successor Trustee as provided in Section 11.10.

The Trustee shall be removed by the Issuer if at any time so requested by a Bondholders' Request. Except during the continuance of a Default or an Event of Default, the Issuer may remove the Trustee for such

cause (which shall include the inability to reach agreement on the Trustee's fees) as shall be determined in the sole discretion of the Issuer by filing with the Trustee an instrument to such effect signed by an Authorized Officer and delivered to the Trustee not less than sixty (60) days prior to the effective date of the removal. Notwithstanding the foregoing, the Trustee shall nonetheless be entitled to receive all fees and other amounts due to the Trustee which have accrued prior to such removal.

Any successor Trustee appointed under this Indenture shall execute, acknowledge and deliver to its predecessor Trustee, and also the Issuer, a written instrument of acceptance respecting such appointment, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become fully vested with all monies, estates, properties, rights, powers, duties and obligations of such predecessor Trustee, with like effect as if originally named as Trustee, but the Trustee ceasing to act shall nevertheless, at the request of the Issuer, or of the successor Trustee, and upon payment for any outstanding fees and expenses, execute, acknowledge and deliver such instruments of conveyance and further assurance and do such other things as may reasonably be required to more fully and certainly vest and confirm in such successor Trustee all the right, title and interest of the predecessor Trustee in and to any property held by it under this Indenture, and shall pay over, assign and deliver to the successor Trustee any money or other property subject to the trusts and conditions herein set forth. Should any deed, conveyance or instrument in writing from the Issuer be required by such successor Trustee to more fully and certainly vest in and confirm to such successor Trustee any such estates, rights, powers and duties, any and all such deeds, conveyances and instruments in writing shall, on request, and so far as may be authorized by law, be executed, acknowledged and delivered by the Issuer. Any such successor Trustee shall promptly notify the Paying Agents of its appointment as Trustee.

Any company into which any Fiscal Agent may be merged or converted or with which it may be amalgamated or consolidated or any company resulting from any merger, conversion, amalgamation or consolidation to which it shall be a party or any company to which any Fiscal Agent may sell or transfer all or substantially all of its corporate trust business, provided such company shall be a bank or trust company which is qualified to be a successor to such Fiscal Agent under Section 11.10 or 11.14, as the case may be, and shall be authorized by law to perform all the duties imposed upon it by this Indenture, shall be the successor to such Fiscal Agent without the execution or filing of any paper or the performance of any further act, anything herein to the contrary notwithstanding.

In case any of the Bonds contemplated to be issued under this Master Indenture and any Supplemental Indenture shall have been authenticated but not delivered, any successor Trustee may adopt the certificate of authentication of any predecessor Trustee so authenticating such Bonds and deliver such Bonds so authenticated, and in case any of such Bonds shall not have been authenticated, any successor Trustee may authenticate such Bonds in the name of the predecessor Trustee, or in the name of the successor Trustee, and in all such cases such certificate shall have the full force in which it is anywhere in such Bonds or in this Master Indenture or any Supplemental Indenture provided that the certificates of the Trustee shall have.

one or more instruments of similar tenor, and shall be signed or executed by such Bondholders in person or by their attorneys appointed in writing. Proof of (i) the execution of any such instrument, or of an instrument duly appointing any such attorney, or (ii) the holding by any Person of the Bonds or coupons appertaining thereto, shall be sufficient for any purpose of this Indenture (except as otherwise herein or therein expressly provided) if made in the following manner, but the Trustee may nevertheless in its discretion require further or other proof in cases where it deems the same desirable:

All documents received by any Fiscal Agent under the provisions of this Master Indenture or any Supplemental Indenture shall be retained in its possession and shall be subject at all reasonable times to the inspection of the Issuer, any other Fiscal Agent and any Bondholder and their agents and their representatives, any of whom may make copies thereof.

In addition to and without limiting any other protection of the Fiscal Agents hereunder or otherwise by law, the Issuer shall indemnify and save harmless the Fiscal Agents (including, without limitation, the Trustee or other Fiscal Agents appointed hereunder) and their directors, officers and employees from and against any and all liabilities, losses, claims, damages, penalties, actions, suits, demands, levies, costs, expenses and disbursements, including any and all reasonable legal and advisory fees and disbursements of whatever kind or nature, which may at any time be suffered by, imposed on, incurred by or asserted against the Fiscal Agents, whether groundless or otherwise, howsoever arising from or out of any act, omission or error of the Fiscal Agents, in connection with its acting as Trustee or Fiscal Agent hereunder, provided the Fiscal Agent seeking indemnity has acted in good faith, without negligence and in substantial compliance with its obligations hereunder. Notwithstanding any other provision hereof, this indemnity shall survive the removal or resignation of any Fiscal Agent, the discharge of this Indenture and the termination of any trust created hereby.

The Trustee shall not be liable or in any way responsible for the consequence of any breach by the Issuer of any of its covenants herein; provided the Trustee has acted in good faith, without negligence and in accordance with its obligations under this Indenture and with respect to the Bonds. Furthermore, the Trustee shall not be liable or in any way responsible in the performance of its duties to the extent the Trustee has relied, in good faith, on the advice of legal counsel and other professional advisors.

and fully discharged and released from any and all of its obligations in respect of the Supplemental Indenture authorizing such Series or Class, and all Outstanding Bonds of such Series or Class, in each case on the date the conditions set forth in Section 12.2 are satisfied (hereinafter, "series defeasance"). For this purpose, such series defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the Outstanding Bonds of such Series or Class, which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 12.3 and the other Sections of this Indenture referred to in Paragraphs (i), (ii) and (iii) below, and to have satisfied all its other obligations under such Bonds and the Supplemental Indenture authorizing such Series or Class insofar as such Bonds are concerned (the Trustee at the expense of the Issuer shall execute and deliver to the Issuer all such instruments as may be necessary to evidence such discharge and satisfaction) except for the following obligations which shall survive until otherwise terminated or discharged hereunder:

Payment of all Outstanding Bonds or all Outstanding Bonds of a particular Series or of a particular Class within a Series may be provided for by complying with the following conditions:

shall provide, either alone or in combination with such money and not later than the due date of any payment of principal of, premium, if any, or interest on such Bonds, money in the currency of such payment and in an amount sufficient, in the opinion of the Issuer expressed in an Officer's Certificate delivered to the Trustee, to pay and discharge when due, whether at maturity or upon fixed redemption dates, the principal of, premium, if any, and interest on such Bonds, and the Issuer shall have irrevocably instructed the Trustee or other Paying Agent or Fiscal Agent (or such other trustee), in writing, to apply such money and/or proceeds of such Central Government Obligations to such payments with respect to such Bonds. Before making such deposit, the Issuer may give to the Trustee a notice of its election to redeem all of such Bonds, to the extent redeemable in accordance with their terms, which notice shall be irrevocable. Such irrevocable notice of redemption, if given, shall be given effect in applying the foregoing. If any such Bonds are not subject to redemption within forty-five (45) days after the making of such a deposit, at the time of making such a deposit, the Issuer shall give to the Trustee, in form satisfactory to it, irrevocable instructions to notify the holders of such Bonds that payment of such Bonds has been provided for pursuant to this Article 12;

All money and Central Government Obligations (including the proceeds thereof) deposited with the Trustee (or other trustee referred to in Section 12.2) pursuant to Section 12.2 in respect of all Outstanding Bonds or all Outstanding Bonds of a particular Series or Class shall be held in trust and applied by the Trustee or such other permitted trustee, as the case may be, in accordance with the provisions of such Bonds, this Master Indenture and the applicable Supplemental Indentures, to the payment, either directly or through any Fiscal Agent as the Trustee or such other permitted trustee, as the case may be, may determine, to the holders of such Bonds, when due, of all sums due and to become due in respect of the principal of, premium, if any, and interest on such Bonds.

If the Trustee or any Fiscal Agent is unable to apply any money, any Central Government Obligations or the proceeds thereof in accordance with Section 12.3 by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuer's obligations under this Master Indenture, the applicable Supplemental Indentures and all Outstanding Bonds or all Outstanding Bonds of the applicable Series or Class, as the case may be, shall be revived and reinstated as though no deposit had occurred pursuant to Section 12.2, until such time as the Trustee or such other permitted trustee, as the case may be, or such Fiscal Agent is permitted to apply all such money, Central Government Obligations and proceeds in accordance with Section 12.3; provided, however, that if the Issuer makes any payment of principal of, premium, if any, or interest on any such Bond following the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the holders of such Bond to receive such payment from the money, Central Government Obligations and proceeds thereof held by the Trustee or such other permitted trustee, as the case may be.

The Issuer shall pay and indemnify the Trustee or other trustee referred to in Section 12.2, against all Taxes, fees or other charges imposed on or assessed against the Central Government Obligations deposited pursuant to Section 12.2 or the principal and interest received in respect thereof.

days between publications, in the Authorized Newspapers notice that said monies remain unclaimed and that, after a date named in said notice, which date shall be not less than ten (10) nor more than twenty (20) days after the date of the first publication of such notice, the balance of such monies then unclaimed shall be returned to the Issuer.

If the Issuer is required to make any payment to any Governmental Authority in connection with or due to the application of any withholding tax or similar tax or rate to any payment made or due to be made pursuant to this Indenture then the Issuer shall not be responsible to increase or "gross up" any payment to any Bondholder or to the Trustee on behalf of any Bondholder and shall be entitled to reduce the amount of each such payment by the amount of any payment required to be made to such Governmental Authority and the payment made to any Bondholder or Trustee on behalf of any Bondholder shall be deemed to have been made in full.

This Master Indenture may be simultaneously executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument.

This Master Indenture shall take effect immediately upon its execution by the Issuer and the Trustee.

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