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AND WHEREAS the following Notes have been issued to date by the Corporation and certified under the Trust Indenture and such Notes remain outstanding as of the date hereof: Cdn. $500,000,000 Fixed Rate Notes due November 12, 2010, Cdn. $500,000,000 Fixed Rate Notes due January 27, 2009, Cdn. $200,000,000 Fixed Rate Notes due April 14, 2008, Cdn. $350,000,000 Fixed Rate Notes due May 20, 2011 and Cdn. $450,000,000 Floating Rate Notes due July 21, 2008;

AND WHEREAS Article 7 of the Trust Indenture prohibits the Corporation from transferring its properties and assets substantially as an entirety to any Person unless: (A) (i) the Successor which shall have acquired such properties and assets is a corporation, partnership, limited liability company or trust organized and existing under the laws of Canada or any province thereof and (ii) such Successor assumes payment of the principal of, and premium, if any, and interest, if any, and other amounts payable under the Trust Indenture in respect of the Notes and assumes the performance or observance of every covenant to be performed or observed by the Corporation under the Notes; and (B) immediately thereafter, neither an Event of Default (or event which, with notice or lapse of time, or both, would be such) nor a breach of the Trust Indenture (including, without limitation, where applicable, the Guarantee) shall have occurred and be continuing.

AND WHEREAS in connection with a corporate reorganization, the Corporation is transferring to New NSULC its properties and assets substantially as an entirety (the “Transfer”) and in connection therewith New NSULC is assuming the obligation of the Corporation to make payment of all amounts due under the Notes and assuming the performance or observance of every covenant to be performed by the Corporation under the Notes and the Trust Indenture;

AND WHEREAS New NSULC is a permitted Successor under Article 7 of the Trust Indenture;

AND WHEREAS immediately after completion of the Transfer and assumption by New NSULC of the obligation of the Corporation to make payment of all amounts due under the Notes and the performance or observance of every covenant to be performed by the Corporation under the Notes and the Trust Indenture, neither an Event of Default (or event which, with notice or lapse of time, or both, would be such) nor a breach of the Trust Indenture (including, without limitation, where applicable, the Guarantee) shall have occurred and be continuing;

AND WHEREAS the Trust Indenture also provides that upon compliance with the conditions of Article 7 of the Trust Indenture, the Corporation shall be discharged from its respective obligations and covenants under the Notes and the Trust Indenture;

AND WHEREAS after the Transfer and the assumption by New NSULC of the obligation of the Corporation to make payment of all amounts due under the Notes and the performance or observance of every covenant to be performed by the Corporation under the Notes and the Trust Indenture, the Guarantor wishes to confirm its Guarantee in respect of amounts payable under such Notes;

AND WHEREAS Section 9.1 of the Trust Indenture provides that the Corporation, the Guarantor and the Trustee may execute indentures supplemental to the Trust Indenture to evidence the succession of the Successors and the covenants of and obligations assumed by such Successors in accordance with the provisions of Article 7 of the Trust Indenture;