Process for Submission of Instructions by Beneficial Noteholders
This Senior Unsecured Noteholder VIEF is to be distributed to beneficial Senior Unsecured Noteholders who do not hold their Senior Unsecured Notes in registered form (each, a “Beneficial Noteholder”) in accordance with the Interim Order of the Ontario Superior Court of Justice dated April 16, 2019 (the “Interim Order”).
Beneficial Noteholders who wish to vote in respect of the Senior Unsecured Noteholders’ Arrangement Resolution at the Senior Unsecured Noteholders’ Meeting must submit a duly completed Senior Unsecured Noteholder VIEF (or such other form of voting instruction as such Beneficial Noteholder’s Intermediary may require for the purpose of soliciting its vote) to their Intermediary in accordance with the instructions provided by such Intermediaryprior to the Voting Deadline of 5:00 p.m. (EDT) on May 21, 2019(or such earlier deadline set by your Intermediary). Your vote will be recorded by your Intermediary.
In addition, each Beneficial Noteholder who wishes to be a Consenting Noteholder and receive a portion of the consideration issued under the CBCA Plan in exchange for their Senior Unsecured Notes in the form of New Second Lien Notes mustprior to 5:00 p.m. (EDT) on the Early Consent Date of May 15, 2019, (i) vote in favour of the Senior Unsecured Noteholders’ Arrangement Resolution by providing voting instructions to its Intermediary by submitting this duly completed Senior Unsecured Noteholder VIEF (or such other form of voting instruction as its Intermediary may require for the purpose of soliciting such Beneficial Noteholder’s vote),AND(ii) also instruct their Intermediary to make an early consent election through the voluntary corporate action established pursuant to The Depository Trust Company’s (“DTC”) Automated Tender Offer Program system (“ATOP”) or similar program utilized by such Intermediary. Early consent elections for less than US$2,000 principal amount of Senior Unsecured Notes will not be accepted by ATOP.
Note also that Intermediaries may have an earlier cut-off date than the Early Consent Date. Beneficial Noteholdersshould onlycomplete and return this Senior Unsecured Noteholder VIEF if instructed to by their Intermediary.
Registration Information for Issuance of New Second Lien Notes
Pursuant to the CBCA Plan, Beneficial Noteholders that vote in favour of the Senior Unsecured Noteholders’ Arrangement Resolution and make an early consent election prior to 5:00 p.m. (EDT) on the Early Consent Date in accordance with the terms provided herein (such that they are Consenting Noteholders under the CBCA Plan) will be entitled to receive a portion of the consideration issued under the CBCA Plan in exchange for their Senior Unsecured Notes in the form of New Second Lien Notes. The New Second Lien Notes issued pursuant to the CBCA Plan may be delivered to Consenting Noteholders by way of, as determined by the Company with the consent of the Initial Consenting Noteholders, either (i) the issuance on the Effective Date of a global note in the name of DTC (or its nominee) in respect of the New Second Lien Notes, and/or (ii) the delivery on the Effective Date, or as soon as practicable thereafter, of the New Second Lien Notes in certificated form or in book form to each Consenting Noteholder directly in accordance with the registration instructions provided, all as further set out in the CBCA Plan.
Consenting Noteholders must provide their Intermediary with the registration information in respect of their New Second Lien Notes as set forth in Item 3 of this Senior Unsecured Noteholder VIEF, enabling the Intermediary to forward a properly completed and duly executed Master Proxy containing such registration information to the Proxy and Information Agent by the Early Consent Date. If a Consenting Noteholder fails to deliver such registration information to its Intermediary such that the Proxy and Information Agent has not received registration details by the Early Consent Date (or such later date as agreed to by the Applicants, acting reasonably), such Consenting Noteholder’s New Second Lien Notes
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