AIR CANADA. and EACH OF THE GUARANTORS PARTY HERETO 7.750% SENIOR NOTES DUE 2021 INDENTURE. Dated as of April 15, 2014 CITIBANK, N.A.

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1 EXECUTION VERSION AIR CANADA and EACH OF THE GUARANTORS PARTY HERETO 7.750% SENIOR NOTES DUE 2021 INDENTURE Dated as of April 15, 2014 CITIBANK, N.A. as Trustee #

2 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE...1 Section 1.01 Definitions...1 Section 1.02 Other Definitions...25 Section 1.03 Rules of Construction...25 ARTICLE 2 THE NOTES...26 Section 2.01 Form and Dating...26 Section 2.02 Execution and Authentication...27 Section 2.03 Registrar and Paying Agent...27 Section 2.04 Paying Agent to Hold Money in Trust...28 Section 2.05 Holder Lists...28 Section 2.06 Transfer and Exchange...28 Section 2.07 Replacement Notes...40 Section 2.08 Outstanding Notes...40 Section 2.09 Treasury Notes...40 Section 2.10 Temporary Notes...41 Section 2.11 Cancellation...41 Section 2.12 Defaulted Interest...41 Section 2.13 CUSIP and ISIN Numbers...41 Section 2.14 Issuance of Additional Notes...42 ARTICLE 3 REDEMPTION AND PREPAYMENT...42 Section 3.01 Notices to Trustee...42 Section 3.02 Selection of Notes to Be Redeemed or Purchased...43 Section 3.03 Notice of Redemption...43 Section 3.04 Effect of Notice of Redemption...44 Section 3.05 Deposit of Redemption or Purchase Price...44 Section 3.06 Notes Redeemed or Purchased in Part...45 Section 3.07 Optional Redemption...45 Section 3.08 Tax Redemption...45 Section 3.09 Mandatory Redemption...46 ARTICLE 4 COVENANTS...46 Section 4.01 Payment of Notes...46 Section 4.02 Maintenance of Office or Agency...46 Section 4.03 Reports...47 Section 4.04 Compliance Certificate...49 Section 4.05 Taxes...49 # i

3 Section 4.06 Stay, Extension and Usury Laws...50 Section 4.07 Restricted Payments...50 Section 4.08 [RESERVED]...55 Section 4.09 Incurrence of Indebtedness and Issuance of Preferred Stock...55 Section 4.10 [RESERVED]...60 Section 4.11 [RESERVED]...60 Section 4.12 [RESERVED]...60 Section 4.13 [RESERVED]...60 Section 4.14 Corporate Existence...60 Section 4.15 Offer to Repurchase Upon Change of Control...60 Section 4.16 Payments for Consent...62 Section 4.17 Additional Note Guarantees...62 Section 4.18 Designation of Restricted and Unrestricted Subsidiaries...63 Section 4.19 [RESERVED]...63 Section 4.20 [RESERVED]...63 Section 4.21 [RESERVED]...63 Section 4.22 [RESERVED]...63 Section 4.23 [RESERVED]...64 Section 4.24 Note Calculations...64 Section 4.25 [RESERVED]...64 Section 4.26 Additional Amounts...64 Section 4.27 [RESERVED]...66 ARTICLE 5 SUCCESSORS...66 Section 5.01 Merger, Consolidation, or Sale of Assets...66 Section 5.02 Successor Corporation Substituted...67 ARTICLE 6 DEFAULTS AND REMEDIES...67 Section 6.01 Events of Default...67 Section 6.02 Acceleration...69 Section 6.03 Other Remedies...69 Section 6.04 Waiver of Past Defaults...70 Section 6.05 Control by Majority...70 Section 6.06 Limitation on Suits...70 Section 6.07 Rights of Holders to Receive Payment...71 Section 6.08 Collection Suit by Trustee...71 Section 6.09 Trustee May File Proofs of Claim...71 Section 6.10 Priorities...72 Section 6.11 Undertaking for Costs...72 ARTICLE 7 TRUSTEE...72 Section 7.01 Duties of Trustee...72 # ii

4 Section 7.02 Rights of Trustee...73 Section 7.03 Individual Rights of Trustee...75 Section 7.04 Trustee s Disclaimer...75 Section 7.05 Notice of Defaults...75 Section 7.06 Compensation and Indemnity...75 Section 7.07 Replacement of Trustee...76 Section 7.08 Successor Trustee by Merger, etc Section 7.09 Eligibility; Disqualification...77 ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE...78 Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance...78 Section 8.02 Legal Defeasance and Discharge...78 Section 8.03 Covenant Defeasance...78 Section 8.04 Conditions to Legal or Covenant Defeasance...79 Section 8.05 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions...80 Section 8.06 Repayment to Company...81 Section 8.07 Reinstatement...81 ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER...82 Section 9.01 Without Consent of Holders...82 Section 9.02 With Consent of Holders...83 Section 9.03 Voting...84 Section 9.04 Revocation and Effect of Consents...84 Section 9.05 Notation on or Exchange of Notes...85 Section 9.06 Trustee to Sign Amendments, etc ARTICLE 10 NOTE GUARANTEES...85 Section Guarantee...85 Section Limitation on Guarantor Liability...86 Section Execution and Delivery of Note Guarantee...87 Section Guarantors May Consolidate, etc., on Certain Terms...87 Section Releases...88 ARTICLE 11 SATISFACTION AND DISCHARGE...89 Section Satisfaction and Discharge...89 Section Application of Trust Money...90 # iii

5 ARTICLE 12 [RESERVED]...90 ARTICLE 13 MISCELLANEOUS...90 Section Notices...90 Section Certificate and Opinion as to Conditions Precedent...92 Section Statements Required in Certificate or Opinion...92 Section Rules by Trustee and Agents...93 Section Currency Indemnity...93 Section No Personal Liability of Directors, Officers, Employees and Stockholders...94 Section Governing Law...94 Section Waiver of Jury Trial...94 Section Consent to Jurisdiction and Service...94 Section No Adverse Interpretation of Other Agreements...95 Section Successors...95 Section Severability...95 Section Counterparts...95 Section Table of Contents, Headings, etc Section Interest Act (Canada)...96 # iv

6 EXHIBITS Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E FORM OF NOTE FORM OF CERTIFICATE OF TRANSFER FORM OF CERTIFICATE OF EXCHANGE FORM OF NOTATION OF GUARANTEE FORM OF SUPPLEMENTAL INDENTURE # v

7 INDENTURE, dated as of April 15, 2014, among Air Canada, a corporation existing under the Canada Business Corporations Act (the Company ), the Guarantors (as defined herein), and Citibank, N.A., as trustee (the Trustee ). The Company, the Guarantors and the Trustee, agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein) of the 7.750% Senior Notes due 2021 (the Notes ): ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions. Acquired Debt means, with respect to any specified Person: (1) Indebtedness, Disqualified Stock or preferred stock of any other Person existing at the time such other Person is merged, consolidated or amalgamated with or into such specified Person, or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging, consolidating or amalgamating with or into, or becoming a Subsidiary of, such specified Person; and (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person. Additional Notes means an unlimited aggregate principal amount of Notes (other than the Initial Notes) issued under this Indenture in accordance with Sections 2.02 and 4.09 hereof which shall have identical terms as the Initial Notes, other than with respect to the date of issuance and the issue price. Affiliate means, with respect to any Person, any other Person which, directly or indirectly, controls, is controlled by or is under direct or indirect common control with such specified Person. For purposes of this definition, control, as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms controlling, controlled by and under common control with have correlative meanings. No Person (other than the Company or any Subsidiary of the Company) in whom a Receivables Subsidiary makes an Investment in connection with a Qualified Receivables Transaction will be deemed to be an Affiliate of the Company or any of its Subsidiaries solely by reason of such Investment. Agent means any Registrar, co-registrar, Paying Agent or additional paying agent. Aircraft Related Facilities means (i) airport terminal facilities, including without limitation, baggage systems, loading bridges and related equipment, building, infrastructure and maintenance facilities, tooling facilities, club rooms, apron, fueling systems or facilities, signage/image systems, administrative offices, information technology systems and security #

8 systems, (ii) airline support facilities, including without limitation, cargo, catering, mail, ground service equipment, ramp control, deicing, hangars, aircraft parts/storage, training, office and reservations facilities and (iii) all equipment and tooling used in connection with the foregoing. Applicable Procedures means, with respect to any transfer or exchange of, or for beneficial interests in, any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange. Banking Product Obligations means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of such Person in respect of any treasury, depository and cash management services, netting services and automated clearing house transfers of funds services, including obligations for the payment of fees, interest, charges, expenses, attorneys fees and disbursements in connection therewith. Bankruptcy Law means Title 11 of the U.S. Code, the Bankruptcy and Insolvency Act (Canada), the Companies Creditors Arrangement Act (Canada) or any other Federal, state or provincial law or the law of any other jurisdiction relating to bankruptcy, insolvency, winding up, liquidation, reorganization or the relief of debtors. Board of Directors means: (1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board; (2) with respect to a partnership, the Board of Directors of the general partner of the partnership; (3) with respect to a limited liability company, the managing member or members, manager or managers or any controlling committee of managing members thereof; and (4) with respect to any other Person, the board or committee or individuals serving a similar function. Business Day means any day other than a Legal Holiday. Canadian Private Placement Legend means the legend set forth in Section 2.06(f)(2) hereof to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture. Capital Stock means: (1) in the case of a corporation, stock or shares; (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated, whether voting or non-voting) of corporate stock; #

9 (3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock. Cash Equivalents means: (1) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the Federal government of the United States or of Canada (or by any agency or instrumentality thereof to the extent such obligations are backed by the full faith and credit of the United States or Canada), in each case maturing within one year from the date of acquisition thereof; (2) direct obligations of state, provincial and local government entities, in each case maturing within one year from the date of acquisition thereof, which have, at the date of such acquisition, a rating of at least A- (or the equivalent thereof) from S&P or A3 (or the equivalent thereof) from Moody s; (3) obligations of domestic or foreign companies and their subsidiaries, including bills, notes, bonds, debentures, and mortgage-backed securities, in each case maturing within one year from the date of acquisition thereof and which have, at the date of such acquisition, a rating of at least A- (or the equivalent thereof) from S&P or A3 (or the equivalent thereof) from Moody s; (4) commercial paper maturing within 365 days from the date of acquisition thereof and having, at such date of acquisition, a rating of at least A-2 (or the equivalent thereof) from S&P or P-2 (or the equivalent thereof) from Moody s; (5) certificates of deposit, banker s acceptances, banker s discount notes, time deposits, eurodollar time deposits or overnight bank deposits maturing within one year from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any other commercial bank of recognized standing organized under the laws of the United States or any state thereof or the District of Columbia or of Canada or any province or territory thereof that has a combined capital and surplus and undivided profits of not less than U.S.$500.0 million; (6) fully collateralized repurchase agreements with a term of not more than six months for underlying securities that would otherwise be eligible for investment; (7) Investments in money in an investment company organized under the Investment Company Act of 1940, as amended, or in pooled accounts or funds offered through mutual funds, investment advisors, banks and brokerage houses which #

10 invest 95% of their assets in obligations of the type described in clauses (1) through (6) above, including money market funds or short-term and intermediate bonds funds; (8) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended, or with the criteria set forth in National Instrument Mutual Funds, as amended, (ii) are rated AAA (or the equivalent thereof) by S&P or Aaa (or the equivalent thereof) by Moody s and (iii) have portfolio assets of at least U.S.$500.0 million; and (9) deposits available for withdrawal on demand with commercial banks organized in the United States or Canada having capital and surplus in excess of U.S.$100.0 million. CDS means CDS Clearing and Depository Services Inc. Change of Control means the occurrence of any of the following: (1) the sale, lease, transfer, conveyance or other disposition (other than by way of merger, amalgamation, combination, plan of arrangement or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a whole to any Person (including any person (as that term is used in Section 13(d)(3) of the Exchange Act)) other than the Company, any of its Subsidiaries or any Permitted Holder; or (2) the consummation of any transaction (including any merger, amalgamation, plan of arrangement or consolidation) the result of which is that any Person (including any person as that term is used in Section 13(d)(3) of the Exchange Act), other than a Permitted Holder, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Voting Stock of the Company (measured by voting power rather than number of shares), other than any such transaction where the Voting Stock of the Company (measured by voting power rather than number of shares) outstanding immediately prior to such transaction constitutes or is converted into or exchanged for a majority of the outstanding shares of Voting Stock of such surviving Person (measured by voting power rather than number of shares) immediately after giving effect to such transaction. Clearing Agency means DTC, CDS, Euroclear or Clearstream, Luxembourg, as applicable, or another organization registered as a clearing agency pursuant to applicable law. The initial Clearing Agency for the Notes shall be DTC, and the nominee for such Clearing Agency shall be Cede & Co. Clearstream means Clearstream Banking, S.A. Code means the U.S. Internal Revenue Code of 1986, as amended. Comparable Treasury Issue means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary #

11 financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes. Comparable Treasury Price means, with respect to any redemption date for Notes, the average of two Reference Treasury Dealer Quotations for such redemption date. Consolidated EBITDAR means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication: (1) any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an asset sale, to the extent such losses were deducted in computing such Consolidated Net Income; plus (2) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus (3) the Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that such Fixed Charges were deducted in computing such Consolidated Net Income; plus (4) any foreign currency translation losses (including losses related to currency remeasurements of Indebtedness) of such Person and its Restricted Subsidiaries for such period, to the extent that such losses were taken into account in computing such Consolidated Net Income; plus (5) depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash charges and expenses (excluding any such non-cash charge or expense to the extent that it represents an accrual of or reserve for cash charges or expenses in any future period or amortization of a prepaid cash charge or expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash charges or expenses were deducted in computing such Consolidated Net Income; plus (6) aircraft rent expense of such Person and its Restricted Subsidiaries for such period to the extent that such aircraft rent expense is payable in cash and was deducted in computing such Consolidated Net Income; plus (7) extraordinary, nonrecurring or unusual losses of such Person and its Restricted Subsidiaries, to the extent deducted in computing such Consolidated Net Income; plus (8) to the extent deducted in computing such Consolidated Net Income, the amortization of debt discount and debt issuance costs for such period; plus #

12 (9) an amount equal to any deduction to Consolidated Net Income as a result of any grant to any employee of the Company or its Restricted Subsidiaries of any Equity Interests during such period; plus (10) to the extent deducted in computing such Consolidated Net Income, any net loss incurred during such period arising from the sale, exchange or other disposition of capital assets by the Company or its Restricted Subsidiaries (including any fixed assets, intangible assets, all inventory sold in conjunction with the disposition of fixed assets and all securities); plus (11) to the extent deducted in computing such Consolidated Net Income, any losses arising under fuel hedging arrangements incurred prior to the date of this Indenture; plus (12) to the extent deducted in computing such Consolidated Net Income, cash restructuring charges in an aggregate amount not to exceed U.S.$15.0 million in any fiscal year; plus (13) to the extent deducted in computing such Consolidated Net Income, all integration costs, transactional costs, expenses and charges incurred in connection with the consummation of any transaction related to any permitted acquisition, merger, disposition, issuance of Indebtedness, issuance of Equity Interests, or any Investment, in each case, to the extent permitted under this Indenture; plus (14) proceeds from business interruption insurance, to the extent not already included in calculating such Consolidated Net Income; plus (15) to the extent deducted in computing such Consolidated Net Income, any expenses and charges that are covered by indemnification or reimbursement provisions in connection with any permitted acquisition, merger, disposition, incurrence of Indebtedness, issuance of Equity Interests or any Investment to the extent actually indemnified or reimbursed; plus (16) net proceeds from sales of miles to third party business partners to the extent not already included in calculating Consolidated Net Income; minus (17) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the Ordinary Course of Business; minus (18) the sum of (i) income tax credits, (ii) interest income and (iii) extraordinary, nonrecurring or unusual gains included in calculating Consolidated Net Income for such period; minus (19) any amount included in the calculation of Consolidated EBITDAR in a prior period under clause (16) of this definition to the extent that such amount is recognized as revenue in such current period; minus #

13 (20) any aggregate net gain included in calculating Consolidated Net Income for such period arising from the sale, exchange or other disposition of capital assets by the Company or its Restricted Subsidiaries (including any fixed assets, intangible assets, all inventory sold in conjunction with the disposition of fixed assets and all securities), in each case, on a consolidated basis and determined in accordance with GAAP. Consolidated Net Income means, with respect to any specified Person for any period, the aggregate of the net income (loss) of such Person and its Restricted Subsidiaries for such period, on a consolidated basis (excluding the net income (loss) of any Unrestricted Subsidiary of such Person), determined in accordance with GAAP and without any reduction in respect of preferred stock dividends; provided that: (1) all extraordinary gains and losses and all gains and losses realized in connection with any asset sale or the disposition of securities or the early extinguishment of Indebtedness, together with any related provision for taxes on any such gain, will be excluded; (2) the net income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting shall be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person; (3) the net income (but not loss) of any Restricted Subsidiary shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that net income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders; (4) the cumulative effect of a change in accounting principles shall be excluded; (5) the effect of non-cash gains and losses resulting from Hedging Obligations, including that attributable to movement in the mark-to-market valuation of Hedging Obligations as required by GAAP, shall be excluded; (6) any non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options or other rights to officers, directors, employees or consultants shall be excluded; (7) any provision for income tax reflected on such Person s financial statements for such period shall be excluded to the extent such provision exceeds the actual amount of taxes paid in cash during such period by such Person and its consolidated Subsidiaries; #

14 (8) costs and expenses, including fees, incurred directly in connection with the consummation of the Transactions shall be excluded; (9) the non-cash effect of any non-controlling interest shall be excluded; and (10) the effect of any non-cash gains and losses from foreign currency remeasurements of Indebtedness of such Person and its Restricted Subsidiaries for such period will be excluded. Consolidated Tangible Assets means, as of any date of determination, Consolidated Total Assets of the Company and its consolidated Restricted Subsidiaries excluding goodwill, patents, trade names, trademarks, copyrights, franchises and any other assets properly classified as intangible assets, in accordance with GAAP. Consolidated Total Assets means, as of any date of determination, the sum of the amounts that would appear on a consolidated balance sheet of the Company and its consolidated Restricted Subsidiaries as the total assets of the Company and its Restricted Subsidiaries in accordance with GAAP. continuing means, with respect to any Default or Event of Default, that such Default or Event of Default has not been cured or waived. Convertible Indebtedness means Indebtedness of the Company or any of its Restricted Subsidiaries (which may be Guaranteed by any Restricted Subsidiary) that is (a) either (i) convertible into Capital Stock of the Company (and cash in lieu of fractional shares) and/or cash (in an amount determined by reference to the price of such common stock) or (ii) sold as units with call options, warrants or rights to purchase (or substantially equivalent derivative transactions) that are exercisable for Capital Stock of the Company and/or cash (in an amount determined by reference to the price of such Capital Stock) and (b) subordinated to Indebtedness under the Credit Agreement on terms customary at the time for convertible subordinated debt securities. Corporate Trust Office of the Trustee shall be at the address of the Trustee specified in Section hereof and for purposes of Sections 2.03 and 4.02 hereof, such office shall also mean the office or agency of the Trustee located at 480 Washington Boulevard, 30th Floor, Jersey City, NJ 07310, Attention: Agency & Trust/Air Canada Senior Notes due 2021, or such other address as to which the Trustee may give notice to the Company. Credit Agreement means the loan agreement dated September 26, 2013, by and among the Company, as borrower, certain subsidiaries of the borrower from time to time party thereto, as guarantors, the several lenders from time to time party thereto, and Citibank, N.A., as administrative agent, as amended, restated, modified, renewed, extended, refunded, replaced in any manner (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities) in whole or in part from time to time. Credit Card means any agreement or plan relating to a credit card, debit card, charge card, purchasing card or other similar system. #

15 Credit Facilities means one or more debt facilities or commercial paper facilities, in each case with banks or other lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, extended, refunded, replaced in any manner (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities) in whole or in part from time to time. Custodian means the Trustee, as custodian for the Depositary with respect to the Global Notes, or any successor entity thereto. Default means any event that, unless cured or waived, is, or with the passage of time or the giving of notice or both would be, an Event of Default. Definitive Note means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the Schedule of Exchanges of Interests in the Global Note attached thereto. Depositary means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture. Disqualified Stock means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than as a result of a change of control or asset sale), is convertible or exchangeable for Indebtedness or Disqualified Stock, or is redeemable at the option of the holder of the Capital Stock, in whole or in part (other than as a result of a change of control or asset sale), on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.07 hereof. The amount of Disqualified Stock deemed to be outstanding at any time for purposes of this Indenture shall be the maximum amount that the Company and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends. Dollar Equivalent means, with respect to any monetary amount in a currency other than U.S. dollars, at any time of determination, the amount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the average of the spot rates for the purchase and sale of U.S. dollars with the applicable foreign currency as published in The Wall Street Journal on the date two Business Days prior to such determination. #

16 DTC means The Depository Trust Company. Equity Interests means Capital Stock and all warrants, options or other rights to acquire Capital Stock (including by way of exchange or conversion, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock). Euroclear means Euroclear Bank, S.A./N.V., as operator of the Euroclear system. Exchange Act means the Securities Exchange Act of 1934, as amended. Excluded Contributions means net cash proceeds received by the Company after the date of this Indenture from: (1) contributions to its common equity capital (other than from any Subsidiary); or (2) the sale (other than to a Subsidiary or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Company or any Subsidiary) of Qualifying Equity Interests, in each case designated as Excluded Contributions pursuant to an Officer s Certificate executed on or around the date such capital contributions are made or the date such Capital Stock is sold, as the case may be. Existing Indebtedness means all Indebtedness of the Company and its Subsidiaries (other than Indebtedness incurred under clause (1) or (3) of the definition of Permitted Debt) in existence on the date of this Indenture, until such amounts are repaid. Fair Market Value means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the Board of Directors of the Company (unless otherwise provided in this Indenture); provided that the Board of Directors of the Company shall be permitted to consider the circumstances existing at such time (including any relevant legal compulsion, judicial proceeding or administrative order or the possibility thereof) in determining such Fair Market Value in connection with such transaction. FATCA means Sections 1471 through 1474 of the Code, any current or future regulations issued thereunder or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, and any legislation, laws, regulations, rules or practices adopted pursuant or related to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code. Finance Lease Obligation means, at the time any determination is to be made, the amount of the liability in respect of a finance lease that would at that time be required to be capitalized and reflected as a liability on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty. Fixed Charge Coverage Ratio means, with respect to any specified Person for any period, the ratio of the Consolidated EBITDAR of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or #

17 otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems Disqualified Stock or other preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the Calculation Date ), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect (as determined in good faith by a responsible financial or accounting officer of the Company and certified in an officers certificate delivered to the trustee) to such incurrence, assumption, guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period. In addition, for purposes of calculating the Fixed Charge Coverage Ratio: (1) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers, amalgamations or consolidations, or any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including all related financing transactions and including increases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date, or that are to be made on the Calculation Date, will be given pro forma effect (as determined in good faith by a responsible financial or accounting officer of the Company and certified in an officers certificate delivered to the trustee, and including any operating expense reductions for such period resulting from such acquisition that have been realized or for which all of the material steps necessary for realization have been taken) as if they had occurred on the first day of the four-quarter reference period; (2) the Consolidated EBITDAR attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded; (3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date; (4) any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period; (5) any Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period; and (6) if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to #

18 such Indebtedness if such Hedging Obligation has a remaining term as at the Calculation Date in excess of 12 months or, if shorter, at least equal to the remaining term of such Indebtedness). Fixed Charges means, with respect to any specified Person for any period, the sum, without duplication, of: (1) the consolidated gross cash interest expense of such Person and its Restricted Subsidiaries for such period; plus (2) the cash interest component of leases that are capitalized in accordance with GAAP of such Person and its Restricted Subsidiaries for such period; plus (3) any cash interest expense actually paid on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries; plus (4) the product of (a) all cash dividends accrued on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than to the Company or a Restricted Subsidiary of the Company, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, provincial, state and local statutory tax rate of such Person, expressed as a decimal, in each case, determined on a consolidated basis in accordance with GAAP; plus (5) the aggregate aircraft rental expense of such Person and its Restricted Subsidiaries for such period to the extent such rental expense is payable in cash, all as determined on a consolidated basis in accordance with GAAP. GAAP means generally accepted accounting principles in Canada which are in effect on the date of this Indenture ( Canadian GAAP ), which incorporate International Financial Reporting Standards ( IFRS ). At any time after the date of this Indenture, the Company may elect to apply for all purposes of this Indenture, in lieu of Canadian GAAP, either IFRS or U.S. GAAP, and, upon any such election, references herein to GAAP shall be construed to mean IFRS or U.S. GAAP, as the case may be, as in effect on the date of such election; provided that any such election once made shall be irrevocable and shall only be made once. In the event that the Company makes such election, (1) all financial statements and reports required to be provided after such election pursuant to this Indenture shall be prepared on the basis of IFRS or U.S. GAAP, as the case may be, (2) from and after such application, all ratios, computations and other determinations based on IFRS or U.S. GAAP, as the case may be, contained in this Indenture shall be computed in conformity with IFRS or U.S. GAAP, as the case may be, with retroactive effect being given thereto assuming that such election had been made on the date of this Indenture, (3) such election shall not have the effect of rendering invalid any payment or Investment made prior to the date of such election pursuant to Section 4.07 or any incurrence of Indebtedness incurred prior to the date of such election pursuant to Section 4.09 (or any other action conditioned on the Company or the Guarantors being able to incur U.S.$1.00 of additional Indebtedness) if such payment, Investment or incurrence or other action was valid under this Indenture on the date made or incurred or taken, (4) all accounting terms and references in this Indenture to accounting standards shall be deemed to be references to the most comparable terms #

19 or standards under IFRS or U.S. GAAP, as the case may be and (5) any such election shall not be deemed to be a change in accounting principle for purposes of the definition of Consolidated Net Income. Global Note Legend means the Global Note Legend, as set forth in Section 2.06(f)(3). Global Notes means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes deposited with or on behalf of and registered in the name of the Depositary or its nominee, substantially in the form of Exhibit A hereto and bearing the Global Note Legend and having the Schedule of Exchanges of Interests in the Global Note attached thereto, issued in accordance with Section 2.01 or Section Government Securities means direct obligations of, or obligations guaranteed by, the United States (including in each case any agency or instrumentality thereof) for the payment of which obligations or guarantees the full faith and credit of the United States is pledged and which are not callable or redeemable at the issuer s option. Guarantee means a guarantee (other than (i) by endorsement of negotiable instruments for collection or (ii) customary contractual indemnities, in each case in the Ordinary Course of Business), direct or indirect, in any manner including by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise). Guarantors means any Restricted Subsidiary of the Company that guarantees the Notes in accordance with the provisions of this Indenture, and their respective successors and assigns, in each case, until the Note Guarantee of such Person has been released in accordance with the provisions of this Indenture. Hedging Obligations means, with respect to any specified Person, the Obligations of such Person under: (1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements; (2) other agreements or arrangements designed to manage interest rates or interest rate risk; and (3) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates, fuel prices or other commodity prices but excluding (x) clauses in purchase agreements and maintenance agreements pertaining to future prices and (y) fuel purchase agreements and fuel sales that are for physical delivery of the relevant commodity. Holder means a Person in whose name a Note is registered. #

20 Immaterial Subsidiary means one or more Restricted Subsidiaries of the Company for which (i) the assets of all Restricted Subsidiaries constitute, in the aggregate, no more than 7.50% of the Consolidated Total Assets of the Company and its Restricted Subsidiaries (as determined as of the last day of the most recent fiscal quarter of the Company for which internal financial statements are available) and (ii) the revenues of all of such Restricted Subsidiaries constitute, in the aggregate, no more than 7.50% of the total consolidated revenues of the Company and its Restricted Subsidiaries for the 12-month period ending on the last day of the most recent fiscal quarter of the Company for which internal financial statements are available. Indebtedness means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent: (1) in respect of borrowed money; (2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof); (3) in respect of banker s acceptances; (4) representing Finance Lease Obligations; (5) representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed, and excluding in any event trade payables arising in the Ordinary Course of Business; or (6) representing any Hedging Obligations, if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term Indebtedness includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person. Indebtedness shall be calculated without giving effect to the effects of financial instruments accounting guidance and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under this Indenture as a result of accounting for any embedded derivatives created by the terms of such Indebtedness. For the avoidance of doubt, Banking Product Obligations do not constitute Indebtedness. Indenture means this Indenture, as amended, amended and restated, adjusted, supplemented or otherwise modified from time to time. Indirect Participant means a Person who holds a beneficial interest in a Global Note through a Participant. #

21 Initial Notes means the first U.S.$400,000,000 aggregate principal amount of Notes issued under this Indenture on the date of this Indenture. insolvency or liquidation proceeding means: (1) any case commenced by or against any Grantor under Title 11 of the U.S. Code or any similar Federal or state law or the law of any other jurisdiction for the relief of debtors, any other proceeding for the reorganization, recapitalization or adjustment or marshalling of the assets or liabilities of any Grantor, any receivership or assignment for the benefit of creditors relating to any Grantor or any similar case or proceeding relative to any Grantor or its creditors, as such, in each case whether or not voluntary; (2) any liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to any Grantor, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency; or (3) any other proceeding of any type or nature in which substantially all claims of creditors of any Grantor are determined and any payment or distribution is or may be made on account of such claims. Investments means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the form of loans (including Guarantees or other obligations but excluding loans or advances to customers in the Ordinary Course of Business that are recorded as accounts receivable on the balance sheet of such Person or its Subsidiaries), advances or capital contributions (excluding commission, travel and similar advances to officers, employees and consultants made in the Ordinary Course of Business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities of other Persons, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any Restricted Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Company, the Company shall be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Company s Investments in such Subsidiary that were not sold or disposed of in an amount determined pursuant to the penultimate paragraph of Section 4.07 hereof. The acquisition by the Company or any Restricted Subsidiary of the Company of a Person that holds an Investment in a third Person shall be deemed to be an Investment by the Company or such Restricted Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person as determined pursuant to the penultimate paragraph of Section 4.07 hereof. Except as otherwise provided in this Indenture, the amount of an Investment shall be determined at the time the Investment is made and without giving effect to subsequent changes in value. Legal Holiday means a Saturday, a Sunday or a day on which banking institutions in the City of New York, the City of Montreal or the City of Toronto or at a place of payment are authorized by law, regulation or executive order to remain closed. If a payment date is a Legal #