TRUST INDENTURE between BORALEX INC. and COMPUTERSHARE TRUST COMPANY OF CANADA Providing for the Issue of 6.25% Convertible Unsecured Subordinated Debentures Dated as of •, 2010 Fraser Milner Casgrain llpTrust Indenture • May 20th, 2010 • Boralex Inc.
COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company incorporated under the federal laws of Canada and authorized to carry on business in all provinces of Canada (hereinafter referred to as the “Debenture Trustee”)
Cascades Inc. 404, boul. Marie-Victorin, Kingsey Falls (Québec) Canada JOA 1B0 Téléphone: (819) 363-5100 Télécopieur: (819) 363-5155 www.cascades.com • info@cascades.comBoralex Inc. • May 20th, 2010 • Quebec
Cascades Inc. (the “Holder”) understands that Boralex Power Income Fund (the “Fund”) and Boralex Inc. (“Boralex”) wish to enter into a support agreement dated as of the date hereof (the “Support Agreement”) pursuant to which Boralex, directly or through a wholly-owned direct or indirect subsidiary, will make an offer by way of takeover bid (the “Offer”) to purchase all of the issued and outstanding trust units in the capital of the Fund for $5.00 principal amount of Convertible Debentures (as defined in the Support Agreement) per trust unit, all on and subject to the terms and conditions of the Support Agreement.
SUPPORT AGREEMENTSupport Agreement • May 20th, 2010 • Boralex Inc.
WHEREAS the Offeror, directly or through a wholly-owned direct or indirect subsidiary of the Offeror, wishes to make an offer by way of take-over bid to the Unitholders (as defined below) to purchase all of the issued and outstanding Units (as defined below), and has agreed with the Fund to make such offer, all on and subject to the terms and conditions of this Agreement (as defined below);
May 4, 2010 Boralex Power Income Fund 772 Sherbrooke St. West, Suite 200 Montreal, Quebec, H3A IGI Dear Sirs/Madams: Re: Irrevocable Support and Voting AgreementBoralex Inc. • May 20th, 2010 • Quebec
Edward J. Kernaghan (the “Holder”) understands that Boralex Power Income Fund (the “Fund”) and Boralex Inc. (“Boralex”) wish to enter into a support agreement dated as of the date hereof (the “Support Agreement”) pursuant to which Boralex, directly or through a wholly-owned direct or indirect subsidiary, will make an offer by way of takeover bid (the “Offer”) to purchase all of the issued and outstanding trust units in the capital of the Fund for S5.00 principal amount of Convertible Debentures (as defined in the Support Agreement) per trust unit, all on and subject to the terms and conditions of the Support Agreement.
