SERIES SEVENTEENTH SUPPLEMENTAL INDENTURE Dated as of May 22, 2013

NOW THEREFORE THIS INDENTURE WITNESSES that in consideration of the premises, the covenants and agreements herein contained and the sum of Ten Dollars ($10.00) now paid by each of the parties hereto to the other (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:

This Seventeenth Supplemental Indenture is supplemental to the Master Indenture and shall be read in conjunction therewith. Except only insofar as the Master Indenture may be inconsistent with the express provisions of this Seventeenth Supplemental Indenture, in which case the terms of this Seventeenth Supplemental Indenture shall govern and supersede those contained in the Master Indenture only to the extent of such inconsistency, this Seventeenth Supplemental Indenture shall henceforth have effect so far as practicable as if all of the provisions of the Master Indenture and this Seventeenth Supplemental Indenture were contained in one instrument. The expressions used in this Seventeenth Supplemental Indenture and in the Notes which are defined in the Master Indenture shall, except as otherwise provided herein, have the respective meanings ascribed to them in the Master Indenture. Unless otherwise stated, any reference in this Seventeenth Supplemental Indenture to an Article, Section or Schedule shall be interpreted as a reference to the stated Article, Section of or Schedule to, this Seventeenth Supplemental Indenture.

For purposes of this Seventeenth Supplemental Indenture and the Recitals hereof, except as otherwise expressly provided or unless the context otherwise provides the following words and phrases shall have the following meanings:

"Article", "Section", "Subsection" and ''paragraph" followed by a number means and refers to the specified Article, Section, Subsection or paragraph of this Seventeenth Supplemental Indenture unless otherwise expressly stated.

"Beneficial Owner" means any person holding a beneficial interest in a Note.

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

"Certificated Notes" has the meaning specified in Subsection 2.3.

"Global Note" has the meaning specified in Subsection 2.3.

"Holder'' means the Person in whose name a Note shall be registered.

"Notes" has the meaning specified in Recital (C) above.

"Master Indenture" has the meaning specified in Recital (A) above.

"Information Memorandum" has the meaning specified in Subsection 2.1.

"Specified Currency" means the currency specified in a Note for issuance thereof and for payment of principal, premium, if any, and/or interest, and if no such currency is specified, Canadian dollars.

The Issuer hereby creates and authorizes for immediate issue a Series of Bonds pursuant to the Master Indenture and this Seventeenth Supplemental Indenture to be designated as "Short-Term Notes" which shall be limited to an aggregate amount of $750,000,000 in lawful money of Canada. The aggregate amount of the Notes shall be calculated, on the basis of the principal amount of such Notes issued, and in the case of non-interest bearing Notes, on the basis of the gross proceeds received by the Issuer. The Notes shall be issued from time to time in one or

The Notes shall be issued from time to time in fully registered form and each series or issue of Notes shall be issued in the form of a global note (a "Global Note") except in the circumstances set forth in Section 3.2 or unless the Issuer determines to issue such Notes in definitive form at the time of issue, in which case Notes will be issued in the form of definitive certificates (the "Certificated Notes") and in either case: (i) shall specify the applicable date of issue, rate of interest, date or dates on which interest shall be payable, maturity date, currency in which the Note is to be issued and in which interest, premium (if any) and principal shall be paid, and denomination; (ii) shall specify such other provisions as are to govern the Note, provided that they shall be consistent with those provisions set out in the Information Memorandum; and (iii) shall be substantially in the form set out in Schedule A attached hereto, in all cases with such appropriate additions and variations as shall be required and as are consistent with the provisions set out in the Information Memorandum and shall bear such distinguishing letters and numbers as the Trustee shall approve, or in such other form or forms as may, from time to time, be approved by the Issuer. Beneficial interests in a Global Note shall be represented through book-entry accounts, to be established and maintained by CDS for financial institutions acting on behalf of Beneficial Owners as direct and indirect participants in CDS. Global Notes and Certificated Notes shall be payable as to principal and interest thereon at the principal office in Toronto of the Paying Agent.

As required by Section 3.4 of the Master Indenture, the Global Bond legend on any Global Note shall be as set out on the forms of Global Notes attached hereto as Schedule A and the Trustee's certificate of authentication shall be in the form annexed to those Schedules. The Global Notes shall not be lithographed or printed with steel engraved borders but shall be typewritten.

Except in the circumstances referred to in Section 2.3, owners of beneficial interests in any Notes shall not be entitled to have Notes registered in their names, shall not receive or be entitled to receive physical delivery of Notes and shall not be considered registered holders of Notes under this Seventeenth Supplemental Indenture or for the purposes of the Master Indenture. Neither

the Issuer nor the Trustee shall have any responsibility or liability for maintaining, supervising or reviewing any records of CDS relating to beneficial interests in any Notes or for any aspect of the records of CDS relating to payments made by CDS on account of such beneficial interests.

A Global Note is exchangeable, in whole but not in part, for Certificated Notes registered in the name of a Person other than CDS or its nominee if: (i) CDS notifies the Issuer that it is unwilling or unable to continue as depository of that Global Note or ceases to be a recognized clearing agency under the Securities Act (Alberta) or other applicable Canadian securities legislation and a successor depository is not appointed by the Issuer within ninety (90) days after receiving such notice or becoming aware that CDS is no longer so recognized, or (ii) there shall occur and be continuing an Event of Default, or (iii) the Issuer in its sole discretion determines to issue Certificated Notes in definitive form in exchange for a Global Note.

Upon the exchange of a Global Note for Certificated Notes, the Trustee shall receive and cancel the Global Note, shall reduce to nil the holdings of CDS on the register for the Notes represented by that Global Note, and shall authenticate Certificated Notes in an aggregate principal amount equal to and in exchange for the CDS participants' beneficial interests in that Global Note as of the Record Date for such exchange, as directed in writing by CDS. On or after any such exchange, but only to the extent reasonably practicable in the circumstances, the Trustee shall make all payments in respect of such Certificated Notes to the registered holders thereof, notwithstanding such exchange occurred after the Record Date for any payment and prior to such payment date.

Neither the Issuer nor the Trustee nor any of their respective officers or employees shall be bound to see to the execution of any trust affecting the ownership of any Note or be affected by notice of any equity that may be subsisting in respect thereof.

The Paying Agent for the Notes shall be the Trustee at its principal office in Toronto.

Save as set out in this Article 5 to the contrary, the redemption of any Notes under this Seventeenth Supplemental Indenture shall be conducted in accordance with Sections 3.16 to 3.22 of the Master Indenture.

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 (the "Required Amount") then the Issuer:

The Trustee hereby accepts the trusts in this Seventeenth Supplemental Indenture declared and provided and agrees to perform the same upon the terms and conditions contained herein.

This Seventeenth Supplemental 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.

For purposes of convenience, this Seventeenth Supplemental Indenture may be referred to as bearing a formal date of May 22, 2013 irrespective of the actual date of the execution thereof.

The Issuer is a limited partnership formed under the Partnership Act (Alberta), a limited partner of which is only liable for any of its liabilities or any of its losses to the extent of the amount that such limited partner has contributed or agreed to contribute to its capital and such limited partner's pro rata share of any undistributed income.

This Seventeenth Supplemental Indenture shall be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein.

IN WITNESS WHEREOF the parties hereto have duly executed this Seventeenth Supplemental Indenture under their respective corporate seals and the hands of their proper officers in that behalf.