UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 6-K

 

 

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

 

For the month of August 2020

 

Commission File Number: 001-35400

 

 

 

Just Energy Group Inc.
(Translation of registrant's name into English)

 

 

 

100 King Street West, Suite 2630
Toronto, Ontario M5X 1E1

(Address of principal executive office)

 

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F [   ]      Form 40-F [ X ]

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

 

 

 

Incorporation by Reference

 

Exhibit 99.3 included with this report on Form 6-K is hereby incorporated by reference as an exhibit to the Registration Statement on Form F-7 (File No. 333-239994) of Just Energy Group Inc.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Just Energy Group Inc.
  (Registrant)  
       
       
Date: August 26, 2020 By: /s/ Jonah T. Davids  
  Name: Jonah T. Davids
  Title: EVP, General Counsel and Corporate Secretary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit Index

 

Exhibit Number   Description of Document
     
99.1   Plan of Arrangement, dated August 25, 2020
     
99.2   Blackline of the Plan of Arrangement, dated August 25, 2020, against the Plan of Arrangement, dated July 17, 2020
     
99.3   Material Change Report, dated August 26, 2020
     
99.4   Support Agreement Supplement, dated August 25, 2020, among Just Energy Group Inc., Sagard Credit Partners, LP, Sagard Credit Partners (Cayman), LP, LVS III SPE XV LP, TOCU XVII LLC, HVS XVI LLC and OC II LVS XIV LP.
     
99.5   Support Agreement, dated August 25, 2020, among Just Energy Group Inc. and certain holders of convertible debentures of Just Energy Group Inc. named therein
     
99.6   Fairness Opinion of BMO Nesbitt Burns Inc., dated August 25, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 99.1

 

Court File No. CV-20-00643596-00CL

 

ONTARIO

SUPERIOR COURT OF JUSTICE COMMERCIAL LIST

 

IN THE MATTER OF AN APPLICATION UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT, R.S.C. 1985, c. C-44, AS AMENDED

 

AND IN THE MATTER OF RULE 14.05(2) OF THE RULES OF CIVIL PROCEDURE

 

AND IN THE MATTER OF A PROPOSED ARRANGEMENT OF JUST ENERGY GROUP INC. AND 12175592 CANADA INC.

 

 

 

 

PLAN OF ARRANGEMENT

 

 

 

August 25, 2020

 

 

 

 

 

 

 

 

TABLE OF CONTENTS

 

  Page
   
ARTICLE 1 INTERPRETATION 1
   
1.1              Definitions 1
1.2              Articles of Reference 14
1.3              Interpretation Not Affected by Headings 14
1.4              Gender and Number 14
1.5              Date for any Action 14
1.6              Time 14
1.7              Statutory References 14
1.8              Successors and Assigns 14
1.9              Currency 14
1.10          Governing Law 15
   
ARTICLE 2 TREATMENT OF NOTEHOLDERS AND EXISTING SHAREHOLDERS 15
   
2.1              Treatment of Senior Unsecured Debtholders 15
2.2              Treatment of Convertible Debentureholders 15
2.3              Treatment of Existing Equity Holders 16
2.4              Treatment of Backstoppers 17
2.5              Unaffected Persons 17
   
ARTICLE 3 17
   
Private Placement 17
3.1              Issuance of Private Placement Shares 17
   
ARTICLE 4 ISSUANCES, DISTRIBUTIONS AND ELECTIONS 17
   
4.1              Delivery of New Term Loans 17
4.2              Delivery of New Subordinated Notes 17
4.3              Delivery of New Common Shares 17
4.4              No Liability in Respect of Deliveries 18
4.5              Election to Participate in New Equity Offering 19
   
ARTICLE 5 ARRANGEMENT 19
   
5.1              Corporate Authorizations 19
5.2              Articles of Arrangement and Effective Date. 19
5.3              Binding Effect 19
5.4              The Arrangement 20
5.5              Securities Law Matters 24
5.6              Stated Capital 25
   
ARTICLE 6 IMPLEMENTATION OF ARRANGEMENT 25
   
6.1              Withholding Rights 25
6.2              Allocation of Payments 25
6.3              Fractional Interests 26
6.4              Calculations 26

 

 

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TABLE OF CONTENTS

 

  Page
   
ARTICLE 7 RELEASES 26
   
7.1              Release of Released Parties and Extinguishment of Affected Equity Claims 26
7.2              Injunctions 27
7.3              Existing Equity Class Action Claims 27
   
ARTICLE 8 CONDITIONS PRECEDENT TO PLAN IMPLEMENTATION 28
   
8.1              Conditions Precedent to Implementation of this Plan 28
8.2              Effectiveness 28
   
ARTICLE 9 MISCELLANEOUS 29
   
9.1              Waiver of Defaults 29
9.2              Amendments to the Plan of Arrangement 29
9.3              Consents, Waivers and Agreements 30
9.4              Paramountcy 30
9.5              Credit Facility Lenders 31
9.6              Deeming Provisions 31
9.7              Severability 31
9.8              Term Loan Debtholders and Initial Backstoppers 31
9.9              Notices 32
9.10            Further Assurances 33

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-ii-

 

 

 

 

PLAN OF ARRANGEMENT UNDER SECTION 192 OF THE

CANADA BUSINESS CORPORATIONS ACT

 

ARTICLE 1

INTERPRETATION

 

1.1Definitions

 

$100 Million Convertible Debentures” means the $100,000,000 aggregate principal amount of 6.75% convertible unsecured senior subordinated debentures of the Company maturing March 31, 2023, issued on February 22, 2018 pursuant to the $100 Million Debenture Indenture.

 

$100 Million Debenture Indenture” means the trust indenture made as of February 22, 2018 between the Company and the $100 Million Debenture Trustee, as may be supplemented, amended or restated from time to time.

 

$100 Million Debenture Trustee” means Computershare as trustee under the $100 Million Debenture Indenture.

 

121 Canada” means 12175592 Canada Inc.

 

$150 Million Bond Trustee” means U.S. Bank Trustees Limited as trustee under the $150 Million Convertible Bonds Trust Deed.

 

$150 Million Convertible Bonds” means the US$150 million aggregate principal amount of the 6.5% convertible bonds of the Company issued on January 29, 2014, pursuant to the $150 Million Convertible Bonds Trust Deed.

 

$150 Million Convertible Bonds Trust Deed” means the trust deed dated as of January 29, 2014, between the Company, the $150 Million Bond Trustee and Elavon Financial Services Limited, UK Branch.

 

$160 Million Convertible Debentures” means the $160,000,000 aggregate principal amount of 6.75% convertible unsecured senior subordinated debentures of the Company maturing December 31, 2021, issued on October 5, 2016 pursuant to the $160 Million Debenture Indenture.

 

$160 Million Debenture Indenture” means the trust indenture made as of October 5, 2016 between the Company and the $160 Million Debenture Trustee as may be supplemented, amended or restated from time to time.

 

$160 Million Debenture Trustee” means Computershare as trustee under the $160 Million Debenture Indenture.

 

Additional Subscription Shares” means the “Additional Subscription Shares” (as defined in the Backstop Commitment Letter) that may be issued following the Common Share Consolidation to the Backstoppers pursuant to the Backstop Commitment Letter and Section 5.4 of this Plan.

 

 

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Affected Equity” means the securities referred to in clause (ii) of the definition of “Existing Equity”.

 

Affected Equity Claims” means an equity claim (as defined in section 2(1) of the Companies’ Creditors Arrangement Act) in respect of the Just Energy Entities, other than an Existing Equity Class Action Claim.

 

Allotted Offered Shares” means, with respect to a Participating Securityholder, the number of Offered Shares determined by dividing that Participating Securityholder’s Subscription Amount by the Subscription Price.

 

Amended & Restated Term Loan Agreement” means the amended and restated Term Loan Agreement, in the form appended to the Support Agreement, which, for the avoidance of doubt, shall not constitute a Senior Unsecured Debt Document.

 

Amended & Restated Term Loan Documents” means the Amended & Restated Term Loan Agreement and all related documentation required under the Amended & Restated Term Loan Agreement, including without limitation, all guarantees and security documentation related thereto and required by Section 3.01 thereof to be delivered as a condition precedent to the effectiveness of the Amended & Restated Term Loan Agreement and for greater certainty, includes the Continuing Guarantees.

 

Applicants” means, collectively, Just Energy and 121 Canada.

 

Arrangement” means an arrangement under section 192 of the CBCA on the terms and subject to the conditions set out in this Plan, subject to any amendments or variations thereto made in accordance with the Support Agreement, the Backstop Commitment Letter and this Plan or made at the direction of the Court in the Interim Order or the Final Order.

 

Arrangement Resolution” means, collectively, the resolutions of the Senior Unsecured Debtholders, the Convertible Debentureholders and the Shareholders, in substantially the form attached to the Information Circular, to be considered at the Meetings to, among other things, approve the Arrangement and this Plan.

 

Articles of Arrangement” means the articles of arrangement of the Applicants in respect of the Arrangement required under Subsection 192(6) of the CBCA to be sent to the Director after the Final Order is made, which shall include this Plan, with any such modifications as may be acceptable to the Applicants and made in accordance with the terms of the Support Agreement and the Backstop Commitment Letter.

 

Backstop Commitment” means the commitment of each Backstopper to purchase its share of the Backstopped Shares, pursuant to and in accordance with the terms of this Plan, the Interim Order, the Final Order and the Backstop Commitment Letter.

 

Backstop Commitment Fee” means a cash commitment fee in the amount of US$2,190,000, which is payable in accordance with the Backstop Commitment Letter and shall be applied by the Initial Backstoppers to purchase the Backstop Commitment Fee Shares.

 

 

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Backstop Commitment Fee Shares” means the aggregate of 367,040 Common Shares to be issued following the Common Share Consolidation to the Initial Backstoppers in accordance with the Backstop Commitment Letter and Section 5.4 of this Plan.

 

Backstop Commitment Letter” means the backstop commitment letter dated as of July 8, 2020 among Just Energy and the Backstoppers, pursuant to which the Backstoppers agreed to, among other things, acquire any of the Offered Shares not otherwise purchased by Eligible Securityholders pursuant to the New Equity Offering.

 

Backstop Funding Fee” means a cash funding fee in the amount of US$2,920,000, which is payable in accordance with the Backstop Commitment Letter and shall be applied by the applicable Backstoppers to purchase the Backstop Funding Fee Shares.

 

Backstop Funding Fee Shares” means the aggregate of 489,386 Common Shares to be issued following the Common Share Consolidation to the applicable Backstoppers in accordance with the Backstop Commitment Letter and Section 5.4 of this Plan.

 

Backstop Percentage” means, with respect to each Backstopper, its Backstop Commitment divided by the aggregate Backstop Commitments of all Backstoppers.

 

Backstopped Shares” means the Offered Shares, excluding the Offered Shares to be issued to Participating Securityholders.

 

Backstoppers” means those Persons who have entered into the Backstop Commitment Letter and any Person (or their permitted assigns) that executes a Joinder (as defined in the Backstop Commitment Letter) and becomes a party to the Backstop Commitment Letter in accordance therewith.

 

Bondholders” means holders of the $150 Million Convertible Bonds.

 

Business Day” means any day, other than a Saturday or a Sunday or civic holiday, on which commercial banks are generally open for business in Toronto, Ontario.

 

Canadian Securities Commissions” means, collectively, the applicable securities commissions or regulatory authorities in each of the provinces and territories of Canada.

 

Canadian Securities Laws” means, collectively, and, as the context may require, the applicable securities laws of each of the provinces and territories of Canada, and the respective regulations and rules made under those securities laws together with all applicable published policy statements, instruments, blanket orders and rulings of the Canadian Securities Commissions and all discretionary orders or rulings, if any, of the Canadian Securities Commissions made in connection with the transactions contemplated by this Agreement together with applicable published policy statements of the Canadian Securities Administrators, as the context may require.

 

CBCA” means the Canada Business Corporations Act, R.S.C. 1985, c. C-44.

 

CDS” means CDS Clearing and Depository Services Inc., or any of its successors or assigns.

 

 

- 4 -

 

Certificate of Arrangement” means the certificate of arrangement to be issued by the Director pursuant to Section 192(7) of the CBCA giving effect to the Articles of Arrangement and this Plan in accordance with Section 262 of the CBCA.

 

Claims” means any right or claim of any Person that may be asserted or made in whole or in part against the applicable Persons, or any of them, in any capacity, whether or not asserted or made, in connection with any indebtedness, liability or obligation of any kind whatsoever, and any interest accrued thereon or costs payable in respect thereof, whether at law or in equity, including by reason of the commission of a tort (intentional or unintentional), by reason of any breach of contract or other agreement (oral or written), by reason of any breach of duty (including, any legal, statutory, equitable or fiduciary duty) or by reason of any equity interest, right of ownership of or title to property or assets or right to a trust or deemed trust (statutory, express, implied, resulting, constructive or otherwise), and together with any security enforcement costs or legal costs associated with any such claim, and whether or not any indebtedness, liability or obligation is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, unsecured, perfected, unperfected, present or future, known or unknown, by guarantee, warranty, surety or otherwise, and whether or not any right or claim is executory or anticipatory in nature, including any claim made or asserted against the applicable Persons, or any of them, through any affiliate, subsidiary, associated or related Person, or any right or ability of any Person to advance a claim for an accounting, reconciliation, contribution, indemnity, restitution or otherwise with respect to any matter, grievance, action (including any class action or proceeding before an administrative or regulatory tribunal), cause or chose in action, whether existing at present or commenced in the future.

 

Clearstream” means Clearstream Banking, or any of its successors or assigns.

 

Collateral Agent” means National Bank of Canada, in its capacity as collateral agent for the Senior Secured Creditors.

 

Common Share Consolidation” means the consolidation of the Existing Common Shares on the basis of one (1) Common Share for every thirty-three (33) Existing Common Shares. As a result, the Existing Common Shares will be consolidated into 4,595,169 Common Shares following the Common Share Consolidation.

 

Common Shareholder” means a holder of Common Shares.

 

Common Shares” means common shares in the capital of Just Energy.

 

Company” or “Just Energy” means Just Energy Group Inc.

 

Computershare” means Computershare Trust Company of Canada.

 

Continuing Guarantees” means any guarantee or lien documentation provided by any Person other than a Just Energy Entity in favour of the Term Loan Agent on behalf of the lenders under the Term Loan Agreement which, for the avoidance of doubt, shall not constitute a Senior Unsecured Debt Document.

 

 

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Convertible Debenture Debt Documents” means, collectively: (i) the $160 Million Debenture Indenture; (ii) the $100 Million Debenture Indenture; and (iii) all related documentation.

 

Convertible Debenture Exchange Shares” means the aggregate 9,339,379 Common Shares to be issued following the Common Share Consolidation to Convertible Debentureholders in exchange for their Convertible Debentureholder Claims in accordance with Section 5.4 of this Plan, subject to Section 6.3 of this Plan.

 

Convertible Debentureholder Claims” means all Obligations in respect of the Convertible Debentures and the Convertible Debenture Debt Documents.

 

Convertible Debentureholder Pro Rata Share” means the percentage that the principal amount of Convertible Debentures held by a Convertible Debentureholder bears to the aggregate principal amount of all Convertible Debentures immediately prior to the Effective Time.

 

Convertible Debentureholder Support Agreement” means the support agreement (and all schedules and exhibits thereto) among Just Energy and certain Convertible Debentureholders dated August 25, 2020, as the same may be amended or restated from time to time in accordance with its terms.

 

Convertible Debentureholders” means the holders of the Convertible Debentures.

 

Convertible Debentureholders’ Meeting” means the meeting of the Convertible Debentureholders to be held on the Meeting Date in accordance with the Interim Order to consider and, if deemed advisable, approve the Arrangement Resolution and to consider such other matters as may properly come before such meeting, and any adjournment(s) or postponement(s) thereof.

 

Convertible Debentures” means, collectively, the $160 Million Convertible Debentures and the

$100 Million Convertible Debentures.

 

Corporation Released Parties” means, collectively, the Just Energy Entities, and each of their respective current and former directors, officers, managers, partners, employees, auditors, financial advisors, legal counsel and agents.

 

Court” means the Ontario Superior Court of Justice (Commercial List).

 

Credit Agreement” means the eighth amended and restated credit agreement dated as of April 18, 2018, by and among Just Energy Ontario L.P., Just Energy (U.S.) Corp., as borrowers, the Credit Facility Administrative Agent and the Credit Facility Lenders, as such credit agreement may be amended, restated, supplemented or otherwise modified from time to time.

 

Credit Facility Administrative Agent” means National Bank of Canada, in its capacity as administrative agent for the Credit Facility Lenders.

 

Credit Facility Lenders” means each of the lenders party to the Credit Agreement from time to time and each of their respective affiliates that is a cash management services provider and/or a hedge provider to any of the Just Energy Entities.

 

Debt” means the debt outstanding under the Debt Documents.

 

 

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Debt Documents” means, collectively, the Senior Unsecured Debt Documents and the Convertible Debenture Debt Documents.

 

Debtholder Claims” means, collectively, the Senior Unsecured Debtholder Claims and the Convertible Debentureholder Claims.

 

Debtholder Released Parties” means, collectively, (i) the Trustees and the Term Loan Agent,

(ii)       the Term Loan Debtholders, (iii) the Backstoppers, (iv) Supporting Convertible Debentureholders and (v) for each of the entities named in the foregoing clauses (i) through (iv), each of their respective current and former directors, officers, managers, partners, employees, auditors, financial advisors, legal counsel and agents.

 

Debtholders” means, collectively, the Senior Unsecured Debtholders and the Convertible Debentureholders.

 

Director” means the Director appointed under Section 260 of the CBCA.

 

DSGs” means deferred share grants of the Company issued pursuant to the 2010 Directors’ Compensation Plan, as amended from time to time.

 

DTC” means the Depository Trust & Clearing Corporation, or any of its successors or assigns. “Effective Date” means the date shown on the Certificate of Arrangement issued by the Director.

Effective Time” means 12:01 a.m. on the Effective Date or such other date or time as the Applicants may determine.

 

Eligible Securityholder” means a Person that: (i) is on the Record Date a Senior Unsecured Debtholder, Convertible Debentureholder or Common Shareholder; or (ii) a Holding Preferred Shareholder; and (iii) if such Person referred to in (i) or (ii) is resident outside of Canada or the United States, is qualified to participate in the New Equity Offering in accordance with the laws of its jurisdiction of residence and has provided evidence satisfactory to Just Energy to demonstrate such qualification.

 

Equity Allocation” means:

 

(i)in respect of the Senior Unsecured Debtholders, 1,476,957 Offered Shares;

 

(i)in respect of the Convertible Debentureholders, 16,781,687 Offered Shares;

 

(ii)in respect of the Preferred Shareholders, 2,796,948 Offered Shares; and

 

(iii)in respect of the Common Shareholders, 8,256,938 of the Offered Shares. “Escrow Agent” means the escrow agent appointed pursuant to the Escrow Agreement.

 

Escrow Agreement” means an escrow agreement on customary terms and conditions to be entered into in connection with the New Equity Offering, in form and substance acceptable to the Company and the Initial Backstoppers, each acting reasonably.

 

 

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Euroclear” means Euroclear Bank SA/NV, as operator of the Euroclear System, or any of its successors or assigns.

 

Existing Common Shareholders” means holders of Existing Common Shares.

 

Existing Common Shares” means the Common Shares of Just Energy issued and outstanding on the Effective Date immediately prior to the Effective Time but excluding, for greater certainty, the Offered Shares.

 

Existing Equity” means: (i) all Existing Common Shares, Existing Preferred Shares, RSGs, PBGs and DSGs and (ii) all options, warrants, rights or similar instruments derived from, relating to, or exercisable, convertible or exchangeable therefor (including, for the avoidance of doubt, such rights existing under the Purchase Agreement dated September 10, 2018 among the Company and 8704104 Canada Inc., among others, and the documents ancillary thereto), in each case that are issued and outstanding immediately prior to the Effective Time.

 

Existing Equity Class Action Claims” means, collectively: (i) Civil Action 20-590 Thaddeus White, et al. v. Just Energy Group Inc., et al.; (ii) Gilchrist v. Just Energy Group Inc,. et al. (Ontario Superior Court of Justice, Court File No. CV-19-627174-00CP) commenced on September 11, 2019; (iii) Saha v. Just Energy Group Inc., et al. (Ontario Superior Court of Justice, Court File No. CV-19-630737-00CP); and (iv) any claim for contribution or indemnity in respect of or related to those claims listed in (i) to (iii) above.

 

Existing Equity Holders” means holders of any Existing Equity.

 

Existing Preferred Shareholders” means holders of Existing Preferred Shares.

 

Existing Preferred Shares” means the Preferred Shares of Just Energy issued and outstanding on the Effective Date immediately prior to the Effective Time.

 

Final Order” means the final order of the Court approving this Plan and providing for the treatment of Existing Equity Class Action Claims and Affected Equity Claims as contemplated herein, as such order may be amended at any time prior to the Effective Date or, if appealed, then unless such appeal is withdrawn or denied, as affirmed or amended on appeal.

 

Governmental Entity” means any government, regulatory authority, governmental department, agency, commission, bureau, official, minister, Crown corporation, court, board, tribunal or dispute settlement panel or other law, rule or regulation-making organization or entity: (a) having or purporting to have jurisdiction on behalf of any nation, province, territory or state or any other geographic or political subdivision of any of them; or (b) exercising, or entitled or purporting to exercise any administrative, executive, judicial, legislative, policy, regulatory or axing authority or power.

 

Holding Preferred Shareholder” in respect of a Preferred Share, means a Preferred Shareholder of such Preferred Share as of the Record Date that continues to hold all such Preferred Shares held as of the Record Date until the Effective Date.

 

Information Circular” has the meaning ascribed thereto in the Interim Order.

 

 

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Initial Backstoppers” means the Backstoppers that executed the Backstop Commitment Letter on July 8, 2020.

 

Insurance Policies” means, collectively, the insurance policies of Just Energy that are available to pay insured claims in respect of Just Energy or its current or former directors and officers including, without limitation, Existing Equity Class Action Claims.

 

Interim Order” means the interim order of the Court pursuant to Section 192(4) of the CBCA, containing declarations and directions with respect to the Arrangement and the Meetings issued pursuant to the application of the Applicants, as such order may be amended or supplemented by further order of the Court at any time prior to the Effective Date or, if appealed, then unless such appeal is withdrawn or denied, as affirmed or amended on appeal.

 

Intermediary” means a broker, custodian, investment dealer, nominee, bank, trust company or other intermediary, and “Intermediaries” means more than one Intermediary.

 

Just Energy Entities” means, collectively, Just Energy and all of its direct and indirect subsidiaries.

 

Law” or “Laws” means any law, statute, order, decree, consent decree, judgment, rule regulation, ordinance or other pronouncement having the effect of law whether in Canada, the United States or any other country, or any domestic or foreign state, county, province, city or other political subdivision or of any Governmental Entity.

 

Majority Supporting Convertible Debentureholders” means, collectively, Supporting Convertible Debentureholders holding in aggregate more than half (50%) of the aggregate principal amount of Convertible Debentures held by all Supporting Convertible Debentureholders, at the applicable time.

 

Management Incentive Plan” means a new management incentive plan for employees of the Just Energy Entities, which shall provide for the granting of awards comprised of shares of Just Energy as determined by the board of directors of the reorganized Just Energy (or the applicable compensation committee) following the Effective Date, with grants thereunder not to exceed 5% of the issued and outstanding Common Shares following the Effective Date.

 

Meeting Date” means August 25, 2020, subject to any postponement or adjournment of that date pursuant to the Interim Order or any other Order.

 

Meetings” means, collectively, the Shareholders’ Meeting, the Senior Unsecured Debtholders’ Meeting and the Convertible Debentureholders’ Meeting.

 

New Common Shares” means, collectively, the Senior Unsecured Debtholder Exchange Shares, the Convertible Debenture Exchange Shares, the Preferred Shareholder Exchange Shares, the Offered Shares and the Private Placement Shares.

 

New Directors” means James Bell, Scott Gahn, Tony Horton, Steven Murray, Dallas Ross, Steven Schaefer and Marcie Zlotnik.

 

 

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New Equity Offering” means the offering of Offered Shares to Eligible Securityholders pursuant to this Plan.

 

New Equity Offering Right” means the right of each Eligible Securityholder to participate in the New Equity Offering, in accordance with the terms of this Plan. For greater certainty, in respect of a New Equity Offering Right granted to an Eligible Securityholder that is a Common Shareholder as of the Record Date, such New Equity Offering Right applies identically in respect of each Existing Common Share.

 

New Subordinated Notes” means the new subordinated notes to be issued by Just Energy pursuant to the New Subordinated Notes Indenture and allocated among the Convertible Debentureholders in a principal amount equal to their applicable Convertible Debentureholder Pro Rata Share, which shall be in an aggregate principal amount of $15 million and shall (i) be denominated in Canadian dollars, (ii) have a 6-year maturity, (iii) have an annual interest rate of 7%, which shall be payable semi-annually in kind, (iv) be callable by Just Energy at any time at par plus accrued interest for cash (with no call protections), (v) require Just Energy to offer to repurchase the New Subordinated Notes at a price equal to 101% of par upon a change of control,

(vi)   require unanimous holder consent to any amendment to the maturity date, the principal, the interest rate, or the amount or timing of payment of principal or interest, (vii) not provide for a conversion right into equity of Just Energy or any of its affiliates, (viii) not be listed for trading on any securities exchange, (ix) be subordinated to the Obligations under the Credit Agreement and the New Term Loans in all respects (in the same manner and on the same terms as contained in the Convertible Debenture Debt Documents, including Article 5 of the $100 Million Debenture Indenture and $160 Million Debenture Indenture), (x) not be secured against any assets or property of Just Energy or any of its direct or indirect subsidiaries; (xi) not be guaranteed by any direct or indirect subsidiary of Just Energy; and (xii) except as provided in the foregoing, shall be substantially similar to the terms of the Convertible Debentures, or as otherwise agreed by Just Energy, the Term Loan Debtholders and the Majority Supporting Convertible Debentureholders, each acting reasonably.

 

New Subordinated Notes Indenture” means the indenture to be entered into on the Effective Date by Just Energy and the New Subordinated Notes Trustee pursuant to which the New Senior Secured Notes will be issued.

 

New Subordinated Notes Trustee” means the indenture trustee under the New Subordinated Notes Indenture, as agreed to by the Applicants and the Majority Supporting Convertible Debentureholders, each acting reasonably.

 

New Term Loan Lender Information” means such information and documentation as the Term Loan Agent may require from recipients of the New Term Loans in order to comply with any anti- money laundering, know your client, proceeds of crime and other applicable Laws to the Term Loan Agent, or any applicable customary policies or procedures of the Term Loan Agent.

 

New Term Loans” means the new senior unsecured term loans to be issued pursuant to the Amended & Restated Term Loan Agreement in the principal amount of US $205,900,000 and allocated among the Senior Unsecured Debtholders in a principal amount equal to their applicable Senior Unsecured Debtholder Pro Rata Share.

 

 

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Obligations” means all liabilities, duties and obligations, including without limitation principal and interest, any make whole, redemption or similar premiums, reimbursement obligations, fees, penalties, damages, guarantees, indemnities, costs, expenses or otherwise, and any other liabilities, duties or obligations, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the applicable Debt Document.

 

Offered Shares” means 29,312,530 Common Shares to be issued following the Common Share Consolidation to the Eligible Securityholders pursuant to this Plan, subject to Section 6.3 of this Plan, and to the Backstoppers in accordance with the Backstop Commitment Letter and this Plan.

 

Offered Shares Participation Form” means a certification and participation form delivered to Securityholders and completed by Eligible Securityholders in advance of the Participation Deadline in order to make certain acknowledgments, agreements and certifications (as applicable to the applicable Eligible Securityholder) and to participate in the New Equity Offering.

 

Offering Right Value” means the fair market value as of the Effective Date of the New Offering Right, as determined by the directors of Just Energy on or prior to the Effective Date and agreed to by the Term Loan Debtholders, acting reasonably.

 

Order” means any order of the Court in these proceedings, including, without limitation, the Interim Order and the Final Order.

 

Outside Date” means October 5, 2020, or such other date as determined in accordance with the Support Agreement and the Backstop Agreement.

 

Participating Securityholder” has the meaning ascribed in Section 4.5.

 

Participation Deadline” shall mean 5:00 p.m. (Toronto time) on August 28, 2020 or such other date as the Applicants and the Backstoppers may mutually determine, each acting reasonably.

 

Person” includes any individual, firm, partnership, joint venture, venture capital fund, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate (including a limited liability company and an unlimited liability company), corporation, unincorporated association or organization, governmental authority, syndicate or other entity, whether or not having legal status.

 

Plan” means this plan of arrangement proposed under Section 192 of the CBCA, and any amendments or variations made in accordance with the terms of this Plan or made at the direction of the Court in the Final Order.

 

Preferred Shareholder” means a holder of Preferred Shares.

 

Preferred Shareholder Exchange Shares” means the aggregate 1,556,563 Common Shares to be issued following the Common Share Consolidation to Preferred Shareholders in exchange for their Preferred Shares, subject to Section 6.3 of this Plan.

 

 

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Preferred Shareholder Pro Rata Share” means the percentage that the number of Preferred Shares held by a Preferred Shareholder bears to the aggregate number of all Preferred Shares immediately prior to the Effective Time.

 

Preferred Shares” means preferred shares in the capital of Just Energy.

 

Private Placement” means the private placement pursuant to which the Term Loan Debtholders will purchase the Private Placement Shares in the aggregate amount of approximately $3,670,000 at the Subscription Price, in accordance with the Support Agreement Supplement.

 

Private Placement Shares” means New Common Shares to be issued to the Term Loan Debtholders pursuant to the Private Placement following the Common Share Consolidation.

 

Private Placement Subscription Amount” means, in respect of a Term Loan Debtholder, an amount such Term Loan Debtholder has agreed to subscribe for pursuant to the Support Agreement Supplement at the Subscription Price.

 

PBGs” means the performance bonus grants of the Company granted pursuant to the Company’s 2013 Performance Bonus Incentive Plan, as amended from time to time.

 

Record Date” means July 23, 2020.

 

Released Claims” means, collectively, the matters that are subject to release and discharge pursuant to Article 7.

 

Released Parties” means, collectively, the Corporation Released Parties and the Debtholder Released Parties, as applicable.

 

RSGs” means restricted share grants of the Company granted pursuant to the Company’s 2010 Restricted Share Grant Plan, as amended from time to time.

 

Securities Laws” means, collectively, Canadian Securities Laws and U.S. Securities Laws. “Securityholder Subscription Share Percentage” means:

(i)in respect of the Senior Unsecured Debtholders, the percentage that the principal amount of Senior Unsecured Debt held by a Senior Unsecured Debtholder bears to the aggregate principal amount of all Senior Unsecured Debt as of the Record Date;

 

(ii)in respect of the Convertible Debentures, the percentage that the principal amount of Convertible Debentures held by a Convertible Debentureholder bears to the aggregate principal amount of all Convertible Debentures as of the Record Date;

 

(iii)in respect of the Preferred Shareholders, the percentage that the number of Preferred Shares held by a Preferred Shareholder bears to the aggregate number of all Preferred Shares as of the Record Date; and

 

(iv)in respect of the Common Shareholders, the percentage that the number of Common Shares held by a Common Shareholder bears to the aggregate number of all Common Shares as of the Record Date.

 

 

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Securityholders” means collectively, all Persons that are Senior Unsecured Debtholders, Convertible Debentureholders, Common Shareholders or Preferred Shareholders as of the Record Date.

 

Senior Secured Creditors” has the meaning ascribed to “Senior Creditor” in the sixth amended and restated intercreditor agreement made as of September 1, 2015 between, among others, the Just Energy Entities party thereto from time to time, the Credit Facility Administrative Agent and the Collateral Agent, as such intercreditor agreement may be amended, restated, supplemented or otherwise modified from time to time.

 

Senior Unsecured Debt” means, collectively, the debt outstanding under the Senior Unsecured Debt Documents.

 

Senior Unsecured Debt Documents” means, collectively: (i) the Term Loan Agreement, (ii) the

$150 Million Convertible Bonds Trust Deed; and (iii) all related documentation, including, without limitation, all guarantee and security documentation, related to the foregoing.

 

Senior Unsecured Debtholder” means a holder of Senior Unsecured Debt, in its capacity as such.

 

Senior Unsecured Debtholder Claims” means all Obligations in respect of the Senior Unsecured Debt and the Senior Unsecured Debt Documents.

 

Senior Unsecured Debtholder Exchange Shares” means the aggregate 821,959 Common Shares to be issued following the Common Share Consolidation to Senior Unsecured Debtholder in exchange for their Senior Unsecured Debtholder Claims in accordance with Section 5.4 of this Plan, subject to Section 6.3 of this Plan.

 

Senior Unsecured Debtholder Pro Rata Share” means the percentage that the principal amount of Senior Unsecured Debt held by a Senior Unsecured Debtholder bears to the aggregate principal amount of all Senior Unsecured Debt immediately prior to the Effective Time.

 

Senior Unsecured Debtholders’ Meeting” means the meeting of the Senior Unsecured Debtholders to be held on the Meeting Date in accordance with the Interim Order to consider and, if deemed advisable, approve the Arrangement Resolution and to consider such other matters as may properly come before such meeting, and any adjournment(s) or postponement(s) thereof

 

Shareholder” means a holder of Common Shares or Preferred Shares, in its capacity as such.

 

Shareholders’ Meeting” means the meeting of the Shareholders as of the Record Date to be held, pursuant to the Interim Order, to consider, among other things, the approval of the Arrangement.

 

Strategic Review” means the Company’s strategic review announced on June 6, 2019, as further described in the affidavit of James Brown dated July 13, 2020, filed in these proceedings.

 

 

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Subscription Amount” means, in respect of a Participating Securityholder, an amount such Participating Securityholder has agreed to subscribe for, up to the maximum amount of its Securityholder Subscription Share Percentage of the applicable Equity Allocation, at the Subscription Price.

 

Subscription Price” means $3.412 per Offered Share.

 

Support Agreement” means the support agreement (and all schedules and exhibits thereto) among Just Energy and the Term Loan Debtholders dated July 8, 2020, as the same may be amended or restated from time to time in accordance with its terms.

 

Support Agreement Supplement” means the supplement to the Support Agreement among Just Energy and the Term Loan Debtholders dated August 25, 2020.

 

Supporting Convertible Debentureholders” means, collectively, the Convertible Debentureholders that executed the Convertible Debentureholder Support Agreement on August 25, 2020.

 

Term Loan Debtholders” means the lenders under the Term Loan Agreement. “Tax Act” means the Income Tax Act (Canada).

Term Loan Agent” means National Bank of Canada, as administrative agent under the Term Loan Agreement.

 

Term Loan Agreement” means the US$250 million loan agreement dated as of September 12, 2018, between the Company, the Term Loan Agent, Sagard Credit Partners, LP and the other Term Loan Debtholders party thereto, as amended, supplemented or otherwise modified prior to the Effective Date.

 

Transfer Agent” means Computershare Investor Services Inc.

 

Trustees” means, collectively, the $100 Million Debenture Trustee, the $160 Million Debenture Trustee and the $150 Million Bond Trustee.

 

TSX” means the Toronto Stock Exchange.

 

U.S. Securities Act” means the U.S. Securities Act of 1933 and the rules and regulations promulgated thereunder.

 

U.S. Securities Exchange Act” means the United States Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, or any successor statute.

 

U.S. Securities Laws” means, collectively, the U.S. Securities Act, the U.S. Exchange Act and the rules and regulations of the U.S. Securities and Exchange Commission.

 

 

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1.2Articles of Reference

 

The terms “hereof”, “hereunder”, “herein” and similar expressions refer to this Plan and not to any particular article, section, subsection, clause or paragraph of this Plan, and include any agreements supplemental thereto. In this Plan, a reference to an article, section, subsection, clause or paragraph shall, unless otherwise stated, refer to an article, section, subsection, clause or paragraph of this Plan.

 

1.3Interpretation Not Affected by Headings

 

The division of this Plan into articles, sections, subsections, clauses and paragraphs and other portions, and the insertion of headings and a table of contents, are for convenience of reference only and shall not affect the construction or interpretation of this Plan.

 

1.4Gender and Number

 

In this Plan where the context requires, words importing the singular shall include the plural and vice versa and words importing the use of any gender shall include all genders.

 

1.5Date for any Action

 

In the event that the date on which any action is required to be taken hereunder is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

 

1.6Time

 

All times expressed herein are local time in Toronto, Ontario, Canada unless otherwise specified.

 

1.7Statutory References

 

Any reference in this Plan to a statute includes all rules, regulations, published policies and blanket orders made thereunder, and any and all amendments to the foregoing in force from time to time.

 

1.8Successors and Assigns

 

This Plan shall be binding upon and shall enure to the benefit of the heirs, administrators, executors, legal personal representatives, successors and assigns of any Person named or referred to in this Plan.

 

1.9Currency

 

Unless otherwise stated, all references herein to sums of money, cash or currency are expressed in lawful money of the Canada.

 

 

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1.10Governing Law

 

This Plan shall be governed by and construed in accordance with the Laws of Ontario and the federal Laws of Canada applicable therein. All questions as to the interpretation or application of this Plan and all proceedings taken in connection with this Plan shall be subject to the exclusive jurisdiction of the Court.

 

ARTICLE 2

TREATMENT OF NOTEHOLDERS AND EXISTING SHAREHOLDERS

 

2.1Treatment of Senior Unsecured Debtholders

 

(a)On the Effective Date, in accordance with the steps and sequence set forth in Section 5.4, each Senior Unsecured Debtholder shall receive its Senior Unsecured Debtholder Pro Rata Share of (i) the New Term Loans, and (ii) the Senior Unsecured Debtholder Exchange Shares, subject to the treatment of fractional interests in accordance with Section 6.3 of this Plan.

 

(b)The compensation, the reasonable and documented fees, expenses and disbursements (including, without limitation, the reasonable and documented fees, expenses and disbursements of attorneys, advisors or agents retained or utilized by the Term Loan Agent, the Term Loan Debtholders and the $150 Million Bond Trustee, as applicable, acting reasonably), in accordance with the applicable Senior Unsecured Debt Documents shall be paid in full in cash by the Applicants pursuant to the applicable Senior Unsecured Debt Documents.

 

(c)After giving effect to the terms of this Section 2.1, (i) the Obligations of the Just Energy Entities with respect to the Senior Unsecured Debt, the Senior Unsecured Debt Documents and the Senior Unsecured Debtholder Claims shall, and shall be deemed to, have been irrevocably and finally extinguished, (ii) each Senior Unsecured Debtholder shall have no further right, title or interest in or to the Senior Unsecured Debt or its Senior Unsecured Debtholder Claims, and (iii) the Senior Unsecured Debt, the Senior Unsecured Debt Documents and the Senior Unsecured Debtholder Claims shall be cancelled.

 

2.2Treatment of Convertible Debentureholders

 

(a)On the Effective Date, in accordance with the steps and sequence set forth in Section 5.4, (i) Just Energy shall pay all accrued and unpaid interest in cash on the Convertible Debentures up to and including the Effective Date, and (ii) each Convertible Debentureholder shall receive its Convertible Debentureholder Pro Rata Share of (A) the New Subordinated Notes, and (B) the Convertible Debenture Exchange Shares, subject to the treatment of fractional interests in accordance with Section 6.3 of this Plan.

 

(b)The compensation, the reasonable and documented fees, expenses and disbursements (including, without limitation, the reasonable and documented fees, expenses and disbursements of attorneys, advisors or agents retained or utilized by the $100 Million Debenture Trustee and the $160 Million Debenture Trustee, as applicable, acting reasonably), in accordance with the applicable Convertible Debenture Documents shall be paid in full in cash by Just Energy pursuant to the applicable Convertible Debenture Documents.

 

 

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(c)After giving effect to the terms of this Section 2.2, (i) the Obligations of the Just Energy Entities with respect to the Convertible Debentures, the Convertible Debentureholder Claims and the Convertible Debenture Documents shall, and shall be deemed to, have been irrevocably and finally extinguished, (ii) each Convertible Debentureholder shall have no further right, title or interest in or to the Convertible Debentures or its Convertible Debentureholder Claims, and (iii) the Convertible Debentures, the Convertible Debentureholder Claims and the Convertible Debenture Documents shall be cancelled.

 

2.3Treatment of Existing Equity Holders

 

(a)On the Effective Date, in accordance with the steps and sequence set forth in Section 5.4:

 

(i)Each Existing Common Shareholder shall retain its Existing Common Shares, subject to the Common Share Consolidation, subject to the treatment of fractional interests in accordance with Section 6.3 of this Plan.

 

(ii)Each Holding Preferred Shareholder, in its capacity as such, shall be deemed to have been issued its New Equity Offering Rights based on its Securityholder Subscription Share Percentage of the Preferred Shareholder Equity Allocation.

 

(iii)Each Existing Preferred Shareholder shall receive its Preferred Shareholder Pro Rata Share of the Preferred Shareholder Exchange Shares, subject to the treatment of fractional interests in accordance with Section 6.3 of this Plan.

 

(iv)After giving effect to the terms of Section 2.3(a)(ii), the Existing Preferred Shares shall be cancelled.

 

(v)Unless otherwise agreed by Just Energy in accordance with the Support Agreement and the Backstop Agreement, and subject to the treatment of the Existing Equity Class Action Claims as provided herein, all of the Affected Equity shall be terminated and cancelled, and shall be deemed to be terminated and cancelled without the need for any repayment of capital thereof or any other liability, payment or compensation therefor and, for greater certainty, no holder of Affected Equity shall be entitled to receive any interest, dividends, premium or other payment in connection therewith.

 

(vi)The Affected Equity Claims shall constitute Released Claims and be treated in the manner set forth in Section 5.4.

 

 

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2.4Treatment of Backstoppers

 

On the Effective Date, in accordance with the steps and sequence set forth in Section 5.4, each Backstopper shall purchase and receive its applicable portion of the Backstopped Shares and/or Additional Subscription Shares, the Backstop Funding Fee (and Backstop Funding Fee Shares) and the Backstop Commitment Fee (and Backstop Commitment Fee Shares), in each case in accordance with the terms of the Backstop Commitment Letter, the Interim Order and this Plan.

 

2.5Unaffected Persons

 

The Claims of all Persons other than those specified in this Article 2 shall be unaffected by this Plan, except as otherwise provided herein.

 

 

ARTICLE 3

PRIVATE PLACEMENT

 

3.1Issuance of Private Placement Shares

 

On the Effective Date, subject to and in accordance with the terms of the Support Agreement Supplement, and in accordance with the times, steps and sequences set forth in Section, 5.4 Just Energy shall cause to be issued and delivered to each Term Loan Debtholder its Private Placement Shares at the Subscription Price. The Private Placement Shares shall be duly authorized, validly issued, fully paid and non-assessable and the Private Placement Shares shall be subject to the applicable transfer restrictions under U.S. Securities Laws.

 

ARTICLE 4

ISSUANCES, DISTRIBUTIONS AND ELECTIONS

 

4.1Delivery of New Term Loans

 

The delivery of the New Term Loans (and any certificates or other evidence of holdings thereof) to be issued pursuant to this Plan shall be made in accordance with standing procedures in place with the Term Loan Agent, and a register of holders of the New Term Loans will be maintained by the Term Loan Agent. Each Senior Unsecured Debtholder receiving New Term Loans shall be deemed to be a party to the Amended & Restated Term Loan Agreement as a lender thereunder. In the event that a Senior Unsecured Debtholder has not delivered its New Term Loan Lender Information to the Term Loan Agent prior to the date that is five (5) Business Days prior to the expected Effective Date, such Senior Unsecured Debtholder’s New Term Loans shall be held by the Term Loan Agent until such time as the Senior Unsecured Debtholder provides its New Term Loan Lender Information.

 

4.2Delivery of New Subordinated Notes

 

The delivery of the New Subordinated Notes to be distributed under this Plan will be made by way of a global note issued to CDS (or its nominee) pursuant to the New Subordinated Notes Indenture in respect of the New Subordinated Notes and delivered directly to CDS which, in turn, will make delivery of such New Subordinated Notes to the New Subordinated Noteholders pursuant to the standing instructions and customary practices of CDS.

 

 

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4.3Delivery of New Common Shares

 

(a)On the Effective Date, all New Common Shares issued in connection with this Plan shall be deemed to be duly authorized, validly issued, fully paid and non-assessable.

 

(b)On the Effective Date, Just Energy shall deliver a treasury direction to the Transfer Agent that directs the Transfer Agent to issue all New Common Shares, to be distributed under this Plan and direct the Transfer Agent to use its commercially reasonable efforts to cause the New Common Shares to be distributed under this Plan to be distributed by no later than the second Business Day following the Effective Date.

 

(c)The delivery of New Common Shares to be distributed under this Plan will be made either (i) through the facilities of CDS, DTC, Euroclear and Clearstream to Intermediaries who, in turn, will make delivery of the New Common Shares to the ultimate beneficial recipients thereof pursuant to standing instructions and customary practices of CDS, DTC, Euroclear and Clearstream, as applicable, or (ii) by providing Direct Registration System advices or confirmations in the name of the applicable recipient thereof (or its Intermediary) and registered electronically in Just Energy’s records which will be maintained by the Transfer Agent.

 

4.4No Liability in Respect of Deliveries

 

(a)None of the Just Energy Entities, nor their respective directors or officers, shall have any liability or obligation in respect of any deliveries, directly or indirectly, from (i) the Term Loan Agent, (ii) the Trustees, (iii) DTC, (iv) CDS, (v) Euroclear,

(vi) Clearstream or (vii) the Intermediaries, in each case to the ultimate beneficial recipients of any consideration payable or deliverable by the Just Energy Entities pursuant to this Plan.

 

(b)None of the Trustees or the Term Loan Agent shall incur, and each is hereby released and exculpated from, any liability as a result of carrying out any provisions of this Plan and any actions related or incidental thereto, save and except for any gross negligence or wilful misconduct (as determined by a final, non-appealable judgment of a court of competent jurisdiction) on its part. For the avoidance of doubt, this exculpation shall be in addition to, and not in limitation of, all other releases, indemnities and exculpations, and any other applicable law or rules protecting any of the Trustees and the Term Loan Agent from liability. On the Effective Date after the completion of the transactions set forth in Section 5.4, all duties and responsibilities of the Trustees and the Term Loan Agent arising under or related to the Debt Documents, as applicable, shall be discharged except to the extent required in order to effectuate this Plan.

 

 

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4.5Election to Participate in New Equity Offering

 

Each Eligible Securityholder shall have the right, but not the obligation, to elect irrevocably to participate in the New Equity Offering and to subscribe for and purchase its Securityholder Subscription Share Percentage of the applicable Equity Allocation by (and subject to) returning a duly executed Offered Shares Participation Form (or other acceptable form of instruction) together with such Eligible Securityholder’s Subscription Amount pursuant to the procedures established by Just Energy and communicated to Eligible Securityholders on or prior to the Record Date. Any Offered Shares Participation Form (or other acceptable form of instruction) received after the Participation Deadline or not accompanied by such Eligible Securityholder’s Subscription Amount will be invalid and not effective and shall be disregarded for all purposes of this Plan.

 

Submission of an Offered Shares Participation Form (or other acceptable form of instruction) in accordance with the terms thereof and this Section 3.4 and acceptance thereof by Just Energy, shall constitute an irrevocable subscription by the applicable Eligible Securityholder (each, a “Participating Securityholder”) for and a commitment by the applicable Participating Securityholder to participate in the New Equity Offering by purchasing up to its Securityholder Subscription Share Percentage of the applicable Equity Allocation.

 

ARTICLE 5

ARRANGEMENT

 

5.1Corporate Authorizations

 

The adoption, execution, delivery, implementation and consummation of all matters contemplated under this Plan, including those involving corporate action of any member of the Just Energy Entities, will occur and be effective as of the Effective Date (or such other date as determined by the Applicants), and will be authorized and approved under this Plan and by the Court, where appropriate, as part of the Final Order, in all respects and for all purposes without any requirement of further action by shareholders, directors or officers of the Just Energy Entities. All necessary approvals to take actions shall be deemed to have been obtained from the directors or the shareholders of the Just Energy Entities, as applicable.

 

5.2Articles of Arrangement and Effective Date.

 

As soon as practicable after the satisfaction or waiver of the conditions set forth in Article 8 (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction of those conditions as of the Effective Date), unless another time or date is agreed in writing among Just Energy and the Term Loan Debtholders, the Articles of Arrangement shall be filed by the Applicants with the Director. The Certificate of Arrangement shall implement this Plan.

 

5.3Binding Effect

 

On and from the Effective Time, this Plan and the transactions contemplated hereby shall be final and binding upon, and be deemed to have been consented and agreed upon by the Just Energy Entities, the Senior Unsecured Debtholders, the Convertible Debentureholders, the Trustees, the Term Loan Agent, the Existing Common Shareholders, the Existing Preferred

 

 

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Shareholders and any other Person affected by or named in this Plan, including the respective heirs, executors, administrators, legal representatives, successors and assigns of each of the foregoing, without any further act or formality required on the part of any Person and, subject to the implementation and effectiveness of the Plan in accordance with its terms and delivery to the Term Loan Agent on behalf of the Senior Unsecured Debtholders of all of the documentation required pursuant to Section 3.01 of the Amended & Restated Term Loan Agreement, shall constitute a full, final and absolute settlement of all rights of the beneficial and legal owners of the Senior Unsecured Debt, Convertible Debentures and Preferred Shares attaching thereto or arising there from and an absolute release and discharge of and from all Obligations of the Just Energy Entities to the Debtholders and Existing Preferred Shareholders (for certainty, other than Obligations under the Amended and Restated Term Loan Documents).

 

On and from the Effective Time, and, subject to the implementation and effectiveness of the Plan in accordance with its terms, without limiting the foregoing, Just Energy, the Senior Unsecured Debtholders, the Convertible Debentureholders, the Trustees, the Term Loan Agent, the Existing Common Shareholders, the Existing Preferred Shareholders and any other Person affected by or named in this Plan and any other Person affected by or named in this Plan will be deemed to have executed and delivered to Just Energy and its affiliates all consents, releases, assignments and waivers, statutory or otherwise, required to implement and carry out this Plan.

 

5.4The Arrangement

 

Commencing at the Effective Time, the following events or transactions will occur, or be deemed to have occurred and be taken and effected, in the following order in five minute increments (unless otherwise indicated) and at the times set out in this Section 5.4 (or in such other manner or order or at such other time or times as the Applicants may determine in accordance with the Support Agreement, the Convertible Debentureholder Support Agreement and the Backstop Commitment Letter), without any further act or formality required on the part of any Person, except as may be expressly provided herein:

 

(a)The New Equity Offering Rights afforded to the Convertible Debentureholders and Senior Unsecured Debtholders that are Eligible Securityholders shall be deemed to have been issued on July 23, 2020 as a partial repayment of the principal amount outstanding thereunder in the amount of the Offering Right Value of such New Equity Offering Rights; provided, however, that such repayment shall not be considered for the purposes of calculating a Senior Unsecured Debtholder Pro Rata Share, Convertible Debentureholder Pro Rata Share, Securityholder Subscription Share Percentage, or entitlement to interest under 5.4(e);

 

(b)All Affected Equity shall be terminated and cancelled for no consideration;

 

(c)The Common Share Consolidation shall be completed. Any fractional interests in the consolidated Existing Common Shares will, without any further act or formality, be cancelled without payment of any consideration therefor. Notwithstanding any provision of the CBCA, immediately following the completion of the Common Share Consolidation, the stated capital of the Common Shares shall be equal to the stated capital of the Common Shares immediately prior to such consolidation.

 

 

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(d)Just Energy shall pay all accrued and unpaid interest on the Convertible Debentures up to and including the Effective Date and any other accrued and unpaid interest (including default interest) in respect of the Convertible Debentures shall be forgiven, settled and extinguished for no consideration.

 

(e)Just Energy shall issue to each Term Loan Debtholder, pursuant to the Term Loan Agreement and as evidence of amounts owing thereunder immediately prior to the Effective Time, promissory notes with an aggregate principal amount of US$197.1 million (the “Series 1 Notes”) and promissory notes with an aggregate principal amount in U.S. dollars equal to the amount by which the amount then owing under the Term Loan Agreement exceeds the principal amount of the Series 1 Notes (the “Series 2 Notes”). The Series 1 Notes and the Series 2 Notes shall be issued to each Term Loan Debtholder in an amount based on such Term Loan Debtholder’s pro rata share of the Obligations under the Term Loan Agreement.

 

(f)The terms and conditions of the Series 1 Notes shall be amended to confer a right on the holders thereof to exchange such Series 1 Notes for promissory notes or other evidence of U.S. dollar indebtedness of the same principal amount issuable under the Amended & Restated Term Loan Agreement pursuant to the terms of this Plan.

 

(g)In exchange for, and in full and final settlement of, the Existing Preferred Shares, Just Energy shall deliver to each (i) Holding Preferred Shareholder, in its capacity as such, its applicable New Offering Rights with respect to those Preferred Shares held from the Record Date through to the Effective Date; and (ii) Existing Preferred Shareholder, its Preferred Shareholder Pro Rata Share of the Preferred Shareholder Exchange Shares. The Existing Preferred Shares shall thereafter be terminated and cancelled, and shall be deemed to be terminated and cancelled.

 

(h)The following shall occur concurrently with the steps set forth in Section 5.4(g) above and Section 5.4(i) below:

 

(i)holders of the Series 1 Notes that have previously filed a written notice with Just Energy to exercise the right referred to Section 5.4(f) shall be deemed to have exercised the right referred to in Section 5.4(f) to exchange the Series 1 Notes held by such holders for promissory notes or other evidence of indebtedness with the same U.S. dollar principal amount issued to such holders under the Amended & Restated Term Loan Agreement, in accordance with and subject to the terms of the Amended & Restated Term Loan Agreement, and such exchange of the Series 1 Notes shall be deemed to have occurred;

 

(ii)holders of the Series 1 Notes other than such holders referred to in Section 5.4(h)(i) are deemed to have exchanged such Series 1 Notes for New Term Loans with the same U.S. dollar principal amount;

 

(iii)Just Energy, the Just Energy Entities (as applicable) and the Term Loan Agent shall enter into, and the Senior Unsecured Debtholders shall enter into or be deemed to enter into, the Amended & Restated Term Loan Agreement, the Amended & Restated Term Loan Documents and such additional documentation as may be agreed by Just Energy and the Term Loan Agent, each acting reasonably;

 

 

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(iv)in exchange for, and in full and final settlement of, the Senior Unsecured Debt, including the Series 1 Notes and Series 2 Notes, Just Energy shall deliver to each Senior Unsecured Debtholder (A) its Senior Unsecured Debtholder Pro Rata Share of the New Term Loans (together with the promissory notes or other evidence of indebtedness with respect to the Term Loan Debtholders, in respect of the Series 1 Notes and in satisfaction of the exercise of the right referred to in Section 5.4(f)) and (B) the Senior Unsecured Debtholder Exchange Shares (with respect to the Term Loan Debtholders, in respect of the Series 2 Notes), and Just Energy shall add an amount equal to the aggregate fair market value of the Senior Unsecured Debtholder Exchange Shares on the Effective Date to the stated capital for the Common Shares in respect of the issuance of the Senior Unsecured Debtholder Exchange Shares. Consequently, the Senior Unsecured Debtholder Claims shall, and shall be deemed to be, irrevocably and finally extinguished and the Senior Unsecured Debtholders shall have no further right, title or interest in and to the Senior Unsecured Debt or the Senior Unsecured Debtholder Claims; and

 

(v)the Senior Unsecured Debt, the Senior Unsecured Debt Documents, and the Series 1 Notes and Series 2 Notes shall be cancelled, provided that the Senior Unsecured Debt Documents shall remain in effect solely to allow the Term Loan Agent and the $150 Million Bond Trustee to make the distributions set forth in this Plan.

 

(i)The following shall occur concurrently with steps set forth in Section 5.4(g) and 5.4(h) above:

 

(i)in exchange for, and in full and final settlement of, the Convertible Debentures, Just Energy shall deliver to each Convertible Debentureholder its Convertible Debentureholder Pro Rata Share of (A) the New Subordinated Notes, and (B) the Convertible Debenture Exchange Shares, and Just Energy shall add an amount equal to the aggregate of the fair market value of the Convertible Debenture Exchange Shares to the stated capital for the Common Shares in respect of the issuance of the Convertible Debenture Exchange Shares;

 

(ii)the Convertible Debentureholder Claims shall, and shall be deemed to be, irrevocably and finally extinguished and the Convertible Debentureholders shall have no further right, title or interest in and to the Convertible Debentures or the Convertible Debentureholder Claims; and

 

(iii)the Convertible Debentures and the Convertible Debenture Documents shall be cancelled, provided that the Convertible Debenture Documents shall remain in effect solely to allow the applicable Trustees to make the distributions set forth in this Plan.

 

 

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(j)Just Energy shall become entitled to the total amount of funds deposited in escrow with the Escrow Agent in connection with the New Equity Offering, the Backstop Commitment Letter and the Support Agreement Supplement, and the Escrow Agent shall be deemed instructed to release to Just Energy the funds held by it in escrow in respect of the Subscription Amount of the Offered Shares subscribed for or purchased pursuant to the New Equity Offering and the Backstop Commitment Letter and the Private Placement Subscription Amounts of the Private Placement Shares subscribed for and purchased pursuant to the Private Placement.

 

(k)Pursuant to the New Equity Offering, Just Energy shall issue to each Participating Securityholder (or to their designated nominee), in consideration for such Participating Securityholder’s Subscription Amount, the applicable number of Offered Shares that were validly subscribed for in the related Offered Shares Participation Form and such Offered Shares shall be deemed to be duly authorized, validly issued and fully paid and non-assessable.

 

(l)Just Energy shall issue to the Backstoppers the Backstopped Shares and/or the Additional Subscription Shares, as applicable, in accordance with the Backstop Commitment Letter and such Backstopped Shares and/or Additional Subscription Shares, as applicable, shall be deemed to be duly authorized, validly issued and fully paid and non-assessable.

 

(m)Pursuant to the Private Placement, Just Energy shall issue to each Term Loan Debtholder (or to their designated nominee), in consideration for such Term Loan Debtholder’s Private Placement Subscription Amount, the number of Private Placement Shares that were validly subscribed for in the Support Agreement Supplement and such Private Placement Shares shall be deemed to be duly authorized, validly issued and fully paid and non-assessable.

 

(n)Just Energy shall pay the Backstop Commitment Fee and the Backstop Funding Fee in accordance with the Backstop Commitment Letter, which payments shall be directed to Just Energy in consideration for the Backstop Commitment Fee Shares and the Backstop Funding Fee Shares, which shall be issued in accordance with the Backstop Commitment Letter, and such Backstop Commitment Fee Shares and Backstop Funding Fee Shares shall be deemed to be duly authorized, validly issued and fully paid and non-assessable.

 

(o)The amount added to the stated capital for the Common Shares in respect of the share issuances in 4.4(k)-(n) shall be equal to the cash received by Just Energy and in the case of U.S. dollar cash the amount added to the stated capital for the Common Shares shall be the Canadian dollar amount resulting from the conversion of such U.S. dollars to Canadian dollars based on the noon exchange rate, as quoted by Bloomberg, applicable on the Effective Date.

 

 

- 24 -

 

(p)Just Energy shall pay in full in cash the outstanding reasonable and documented fees and expenses of the advisors to the Applicants and to the Term Loan Debtholders pursuant to the terms and conditions of the Support Agreement, and shall pay the fees and expenses of the advisors to the Supporting Convertible Debentureholders pursuant to the terms and conditions of the Convertible Debentureholder Support Agreement.

 

(q)The releases referred to in Article 7 shall become effective.

 

(r)The board of directors of Just Energy immediately prior to the Effective Time shall be deemed to have resigned and the New Directors shall be deemed to have been appointed and to have each consented to such appointment.

 

(s)The Management Incentive Plan shall be deemed to be approved by the Existing Common Shareholders and those persons receiving New Common Shares pursuant to this Plan.

 

(t)The articles of 121 Canada shall be amended to include the following restrictions on the business that 121 Canada may carry on, effective as of the Effective Date:

 

“The business that the Corporation may carry on shall be limited to the activities and operations of the Corporation that are permitted pursuant to the amended and restated term loan agreement, as may be supplemented, amended or restated from time to time, that was entered into among Just Energy Group Inc., National Bank of Canada, as administrative agent and the other lenders party thereto pursuant to a plan of arrangement under the Canada Business Corporations Act, for so long as any loans thereunder are outstanding.”

 

5.5Securities Law Matters

 

The Applicants intend that the issuance and distribution, pursuant to this Plan, of:

 

(a)New Common Shares of Just Energy issued on conversion of, or in exchange for, the Senior Unsecured Debt, the Convertible Debentures and the Preferred Shares pursuant to this Plan (other than the Allotted Offered Shares, the Additional Subscription Shares, the Backstopped Shares, the Backstop Commitment Fee Shares and the Backstop Funding Fee Shares issued pursuant to this Plan) shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) or 4(a)(2) thereof or Regulation S or Regulation D thereunder, as the case may be;

 

(b)New Subordinated Notes of Just Energy issued pursuant to this Plan shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 4(a)(2) thereof or Regulation S or Regulation D thereunder, as the case may be;

 

(c)the Allotted Offered Shares issued pursuant to this Plan shall be registered under the U.S. Securities Act pursuant to a registration statement on Form F-7 filed by Just Energy with the U.S. Securities and Exchange Commission;

 

 

- 25 -

 

(d)the Backstopped Shares, the Additional Subscription Shares, the Backstop Commitment Fee Shares, the Private Placement Shares and the Backstop Funding Fee Shares issued pursuant to this Plan shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Regulation S or Regulation D under the U.S. Securities Act, as the case may be; and

 

(e)the New Common Shares of Just Energy issued upon conversion of, or in exchange for, the Senior Unsecured Debt, the Convertible Debentures and the Preferred Shares and the Offered Shares issued pursuant to the New Equity Offering shall be exempt from the prospectus requirements of Canadian Securities Laws, to the extent applicable, pursuant to Section 2.11 of National Instrument 45-106 – Prospectus Exemptions of the Canadian Securities Administrators.

 

5.6Stated Capital

 

The aggregate amount to be added to the stated capital account in respect of the New Common Shares for the purposes of the CBCA in respect of the issuance of New Common Shares pursuant to this Plan will be confirmed by the directors of Just Energy.

 

ARTICLE 6

IMPLEMENTATION OF ARRANGEMENT

 

6.1Withholding Rights

 

Just Energy and/or any other Person making a payment contemplated herein shall be entitled to deduct and withhold from any consideration payable to any Person such amounts as it is required to deduct and withhold with respect to such payment under the Tax Act, the United States Internal Revenue Code of 1986 or any provision of applicable federal, provincial, territorial, state, local or foreign tax Laws, in each case, as amended. To the extent that amounts are so withheld or deducted, such withheld or deducted amounts shall be treated for all purposes hereof as having been paid to the Person in respect of which such withholding was made, provided that such amounts are actually and timely remitted to the appropriate taxing authority. To the extent that the amounts so required or permitted to be deducted or withheld from any payment to a Person exceed the cash portion of the consideration otherwise payable to that Person: (i) the payor is authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to enable it to comply with such deduction or withholding requirement or entitlement, and the payor shall notify the applicable Person thereof and remit to such Person any unapplied balance of the net proceeds of such sale; or (ii) if such sale is not reasonably possible, the payor shall not be required to make such excess payment until the Person has directly satisfied any such withholding obligation and provides evidence thereof to the payor.

 

6.2Allocation of Payments

 

Unless expressly provided for otherwise, if the aggregate amount paid in respect of a particular Debtholder Claim does not exceed the aggregate amount of accrued but unpaid interest plus the principal amount in respect of the obligations to which such Debtholder Claim relates, then all amounts paid or payable hereunder on account of such Debtholder Claim (including, for greater certainty, any securities received hereunder) shall be applied as follows: (i) first, in respect of the principal amount of the obligations to which such Debtholder Claim relates, and (ii) second, in respect of the accrued but unpaid interest on such obligations. Unless expressly provided for otherwise, in any other cases, all amounts paid or payable hereunder on account of a particular Debtholder Claim (including, for greater certainty, any securities received hereunder) shall be applied as follows: (i) first, in respect of the accrued but unpaid interest on the obligations to which such Debtholder Claim relates, and (ii) second, in respect of the principal amount of such obligations.

 

 

- 26 -

 

6.3Fractional Interests

 

No fractional Common Shares or New Subordinated Notes shall be issued under this Plan, including any fractional interests created as a result of the Common Share Consolidation, and fractional share interests shall not entitle the owner thereof to vote or to any rights of a holder of Common Shares or New Subordinated Notes, as applicable. Any legal, equitable, contractual and any other rights or claims (whether actual or contingent, and whether or not previously asserted) of any Person with respect to fractional Common Shares or New Subordinated Notes pursuant to this Plan shall be rounded down to the nearest whole number of Common Shares or New Subordinated Notes, as applicable, without compensation therefor.

 

6.4Calculations

 

All calculations and determinations made by the Applicants for the purposes of this Plan, including, without limitation, the allocation of amounts under Section 6.2 shall, subject to compliance with the Support Agreement and the Backstop Commitment Letter, be conclusive, final and binding upon the Securityholders.

 

ARTICLE 7

RELEASES

 

7.1Release of Released Parties and Extinguishment of Affected Equity Claims

 

At the applicable time pursuant to Section 5.4, each of the Released Parties shall be released and discharged from all present and future actions, causes of action, damages, judgments, executions, obligations, liabilities and Claims of any kind or nature whatsoever arising on or prior to the Effective Date in connection with the Debt, the Debt Documents, the Affected Equity Claims, the Support Agreement, the Support Agreement Supplement, the Backstop Commitment Letter, the Convertible Debentureholder Support Agreement, this Plan, these proceedings, the transactions contemplated hereunder and any proceedings commenced with respect to or in connection with this Plan, the Strategic Review and any other actions or matters related directly or indirectly to the foregoing, provided that nothing in this paragraph shall release or discharge (i) any of the Released Parties from or in respect of its obligations under this Plan, the Support Agreement, the Support Agreement Supplement, the Backstop Commitment Letter, the Convertible Debentureholder Support Agreement, the New Subordinated Notes, any Amended & Restated Term Loan Document or any Continuing Guarantee, (ii) any Existing Equity Class Action Claims which shall be treated and restricted as set out in Section 7.3 below, or (iii) any Released Party from liabilities or claims (other than in relation to an Affected Equity Claim) attributable to any Released Party’s fraud, wilful misconduct, criminal act or criminal omission, as determined by the final, non-appealable judgment of a court of competent jurisdiction. Further, any and all

 

 

- 27 -

 

Affected Equity Claims shall be deemed to have been fully and finally extinguished, cancelled, released, dismissed and enjoined as of the Effective Date.

 

7.2Injunctions

 

All Persons are permanently and forever barred, estopped, stayed and enjoined, on and after the Effective Date, with respect to any and all Released Claims, from (i) commencing, conducting or continuing in any manner, directly or indirectly, any action, suits, demands or other proceedings of any nature or kind whatsoever against the Released Parties, as applicable, or commencing, conducting or continuing in any manner, directly or indirectly, any action, suits, demands or other proceedings of any nature or kind whatsoever that could result in a claim for contribution of indemnity from a Released Party in respect of any and all Released Claims; (ii) enforcing, levying, attaching, collecting or otherwise recovering or enforcing by any manner or means, directly or indirectly, any judgment, award, decree or order against the Released Parties;

(iii) creating, perfecting, asserting or otherwise enforcing, directly or indirectly, any lien or encumbrance of any kind against the Released Parties or their property; or (iv) taking any actions to interfere with the implementation or consummation of this Plan; provided, however, that the foregoing shall not apply to the enforcement of any obligations under this Plan

 

7.3Existing Equity Class Action Claims

 

From and after the Effective Date, any Person having an Existing Equity Class Action Claim against Just Energy or any of its current or former officers and/or directors shall only be permitted to continue its Existing Equity Class Action Claims to the point of determination of liability, if any, and the recovery of any such Person shall be limited to the proceeds under the Insurance Policies, to the extent available in respect of any such Existing Equity Class Action Claims, without any additional rights of enforcement or recovery as against the Released Parties. Any such Person shall be irrevocably and forever limited solely to recovery from the proceeds of the Insurance Policies payable on behalf of Just Energy or its directors and officers in respect of any such Existing Equity Class Action Claims, and such Person shall have no right to, and shall not, directly or indirectly, make any claim or seek any recoveries from any of the Released Parties or any of their respective current or former officers and directors in respect of an Existing Equity Class Action Claims, other than enforcing such Person’s rights to be paid by the applicable insurer(s) from the proceeds of the applicable Insurance Policies. Nothing in this paragraph prejudices, compromises, releases or otherwise affects (i) any right or defence of any insurer in respect of an Insurance Policy or (ii) any Person having an Existing Equity Class Action Claims from recovering against Just Energy’s current and former directors and officers for any liabilities or claims attributable to any such director or officer’s fraud, wilful misconduct, criminal act or criminal omission, as determined by the final, non-appealable judgment of a court of competent jurisdiction, provided that all defence costs of any action referred to in this subsection (ii) shall not be paid by any of the Just Energy Entities.

 

 

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ARTICLE 8

CONDITIONS PRECEDENT TO PLAN IMPLEMENTATION

 

8.1Conditions Precedent to Implementation of this Plan

 

The implementation of this Plan shall be conditional upon the fulfillment, satisfaction or waiver of the following conditions precedent:

 

(a)the Court shall have granted the Final Order and the Final Order shall have become a final order, the implementation, operation or effect of which shall not have been stayed, varied in a manner not acceptable to the Applicants, vacated or subject to pending appeal and as to which order any appeal periods relating thereto shall have expired;

 

(b)no Law shall have been passed and become effective, the effect of which makes the consummation of this Plan illegal or otherwise prohibited;

 

(c)all conditions to implementation of this Plan set out in the Support Agreement and the Support Agreement Supplement shall have been satisfied or waived by the applicable parties pursuant to the terms of the Support Agreement and the Support Agreement Supplement;

 

(d)all conditions to implementation of this Plan set out in the Backstop Commitment Letter shall have been satisfied or waived by the applicable parties pursuant to the terms of the Backstop Commitment Letter; and

 

(e)all conditions and terms set out in the Convertible Debentureholder Support Agreement shall have been satisfied or waived by the applicable parties pursuant to the terms of the Convertible Debentureholder Support Agreement.

 

8.2Effectiveness

 

This Plan will become effective in the sequence described in Section 5.4 on the filing of the Articles of Arrangement and the issuance of the Certificate of Arrangement, and shall be binding on and enure to the benefit of the Just Energy Entities, the Debtholders, the Trustees, the Term Loan Agent, all Existing Equity Holders, all Persons with any Existing Equity Class Action Claims, the Released Parties, the Affected Equity, the directors and officers of the Just Energy Entities and all other Persons named or referred to in, or subject to, this Plan and their respective successors and assigns and their respective heirs, executors, administrators and other legal representatives, successors and assigns. The Articles of Arrangement shall be filed and the Certificate of Arrangement shall be issued in each case with respect to the Arrangement in its entirety. The Certificate of Arrangement shall be conclusive evidence that the Arrangement has become effective and that each of the provisions in Section 5.4 has become effective in the sequence set forth therein. No portion of this Plan shall take effect with respect to any party or Person until the Effective Time.

 

 

 

- 29 -

 

ARTICLE 9

MISCELLANEOUS

 

9.1Waiver of Defaults

 

Except as provided in Section 16 of the Backstop Commitment Letter, from and after the Effective Time, all Persons shall be deemed to have consented and agreed to all of the provisions of this Plan in its entirety. Without limiting the foregoing, and except as provided in Section 16 of the Backstop Commitment Letter, all Persons shall be deemed to have:

 

(a)waived any and all defaults or events of default, third-party change of control rights or any non-compliance with any covenant, warranty, representation, term, provision, condition or obligation, expressed or implied, in any contract, instrument, credit document, lease, licence, guarantee, agreement for sale or other agreement, written or oral, in each case relating to, arising out of, or in connection with, the Debt or the Debt Documents, the Support Agreement, the Backstop Commitment Letter, the Arrangement, this Plan, the transactions contemplated hereunder and any proceedings commenced with respect to or in connection with this Plan and any and all amendments or supplements thereto. Any and all notices of default and demands for payment or any step or proceeding taken or commenced in connection with any of the foregoing shall be deemed to have been rescinded and of no further force or effect, provided that nothing shall be deemed to excuse the Just Energy Entities and their respective successors from performing their obligations under this Plan; and

 

(b)agreed that, if there is any conflict between the provisions of any agreement or other arrangement, written or oral, existing between such Person and the Just Energy Entities and the provisions of this Plan, then the provisions of this Plan take precedence and priority and the provisions of such agreement or other arrangement are deemed to be amended accordingly,

 

provided, however, that notwithstanding any other provision of this Plan, nothing herein shall affect the obligations of any of the Just Energy Entities to any employee thereof in their capacity as such (for greater certainty, other than with respect to the Affected Equity and the Affected Equity Claims), including any contract of employment between any Person and any of the Just Energy Entities.

 

9.2Amendments to the Plan of Arrangement

 

Subject to the terms and conditions of the Support Agreement, the Convertible Debentureholder Support Agreement and the Backstop Commitment Letter and the Interim Order:

 

(a)the Applicants reserve the right to amend, restate, modify and/or supplement this Plan at any time and from time to time, provided that (except as provided in subsection (c) below) any such amendment, restatement, modification or supplement must be contained in a written document that is (i) filed with the Court (either before or as soon as practicable following the Meetings provided that written copies of any such amendments, restatements, modifications or supplements are provided at the Meetings) and, if made following the Meetings, approved by the Court, and (ii) communicated to the Securityholders in the manner required by the Court (if so required);

 

 

- 30 -

 

(b)any amendment, modification or supplement to this Plan may be proposed by the Applicants at any time prior to or at the Meetings, with or without any prior notice or communication (other than as may be required under the Interim Order), and if so proposed and accepted at the Meetings, shall become part of this Plan for all purposes; and

 

(c)any amendment, modification or supplement to this Plan may be made following the Meetings by the Applicants, without requiring filing with, or approval of, the Court, provided that it concerns a matter which is of an administrative nature and is required to better give effect to the implementation of this Plan and is not materially adverse to the financial or economic interests of any of the Securityholders.

 

9.3Consents, Waivers and Agreements

 

Except as provided in Section 16 of the Backstop Commitment Letter, at the Effective Time, each Debtholder and any other Person affected by this Plan will be deemed to have consented and agreed to all of the provisions of this Plan in its entirety. Without limitation to the foregoing, and except as provided in Section 16 of the Backstop Commitment Letter, each Debtholder and any other Person affected by this Plan (including, without limitation, the Trustees, the Term Loan Agent, the Existing Common Shareholders and the Existing Preferred Shareholders) will be deemed:

 

(a)to have executed and delivered to the Applicants all consents, releases, assignments and waivers, statutory or otherwise, required to implement and carry out this Plan in its entirety;

 

(b)to have waived any non-compliance or default by the Just Energy Entities with or of any provision, express or implied, in any agreement or other arrangement, written or oral, existing between such Debtholder or other Person and the Just Energy Entities with respect to the Debt or the Debt Documents that has occurred or exists on or prior to the Effective Time; and

 

(c)to have agreed that, if there is any conflict between the provisions of any such agreement and the provisions of this Plan, then the provisions of this Plan take precedence and priority and the provisions of such agreement or other arrangement are deemed to be amended accordingly.

 

9.4Paramountcy

 

On and from the Effective Time, any conflict between this Plan and the covenants, warranties, representations, terms, conditions, provisions or obligations, expressed or implied, of any contract, mortgage, security agreement, indenture, trust indenture, loan agreement, support agreement, commitment letter, by- laws or other agreement, written or oral, and any and all amendments or supplements thereto existing between one or more of the Debtholders, on the one hand, and any of the Applicants, on the other hand, as at the Effective Date will be deemed to be governed by the terms, conditions and provisions of this Plan and the Final Order, which shall take precedence and priority.

 

 

- 31 -

 

9.5Credit Facility Lenders

 

Notwithstanding any other provision of this Plan, (i) nothing herein shall affect the obligations of any of the Just Energy Entities to the Credit Facility Administrative Agent, the Collateral Agent or the Credit Facility Lenders under or in connection with the Credit Agreement or any other Credit Document (as defined in the Credit Agreement), and (ii) all rights, remedies, interests, claims and entitlements of the Credit Facility Administrative Agent, the Collateral Agent and the Credit Facility Lenders under and in respect of the Credit Agreement and the other Credit Documents shall remain unaffected in all respects by this Plan (including all transactions, releases, injunctions, waivers and deeming provisions contemplated herein). Without limiting the foregoing, the provisions of Article 7 and Sections 5.3, 5.4, 8.2, 9.1, 9.3, 9.4 and 9.10 shall not apply to the Credit Facility Administrative Agent, the Collateral Agent and the Credit Facility Lenders or the obligations of any of the Just Energy Entities to the Credit Facility Administrative Agent, the Collateral Agent or the Credit Facility Lenders under or in connection with the Credit Agreement or any other Credit Document, and the capitalized term “Persons”, as used herein, shall exclude the Credit Facility Administrative Agent, the Collateral Agent and the Credit Facility Lenders in their capacity as such.

 

9.6Deeming Provisions

 

In this Plan, the deeming provisions are not rebuttable and are conclusive and irrevocable.

 

9.7Severability

 

If prior to the Effective Date, any provision of this Plan is held by the Court to be invalid, void or unenforceable, the Court, at the request of Just Energy and subject to the consent of counsel to the Term Loan Debtholders, acting reasonably, may alter and/or interpret such provision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of such provision, and such provision will then be applicable as altered or interpreted and the remainder of the provisions of this Plan will remain in full force and effect and will in no way be invalidated by such alteration or interpretation.

 

9.8Term Loan Debtholders and Initial Backstoppers

 

For the purposes of this Plan, the Applicants shall be entitled to rely on written confirmation from Torys LLP that the Term Loan Debtholders or the Initial Backstoppers (as defined in the Backstop Commitment Letter), as applicable, have agreed to, waived, consented to or approved a particular matter.

 

 

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9.9Convertible Debentureholders

 

For the purposes of this Plan, the Applicants shall be entitled to rely on written confirmation from Goodmans LLP that the Supporting Convertible Debentureholders, have agreed to, waived, consented to or approved a particular matter.

 

9.10Notices

 

Any notices or communication to be made or given hereunder shall be in writing and shall reflect this Plan and may, subject as hereinafter provided, be made or given by the Person making or giving it or by any agent of such Person authorized for that purpose by personal delivery, by prepaid mail or by e-mail addressed to the respective parties as follows:

 

(i)if to Just Energy:
   
  Just Energy Group Inc.
  100 King Street West, Suite 2630
  Toronto, Ontario
  M5X 1E1

 

    Attention: Jonah Davids
    Email: jdavids@justenergy.com
       
    With a required copy (which shall not be deemed notice) to:
     
    Osler, Hoskin & Harcourt LLP
    100 King Street West, Suite 6200
    Toronto, Ontario
    M5X 1B8

 

    Attention: Marc Wasserman & Michael De Lellis
    Email: mwasserman@osler.com
      mdelellis@osler.com

 

(ii)if to the Term Loan Debtholders or the Initial Backstoppers
   
  Torys LLP
  79 Wellington St., 30th Floor
  Toronto, Ontario
  M5K 1N2

 

    Attention: Tony DeMarinis
    Email: tdemarinis@torys.com

 

(iii)if to the Supporting Convertible Debentureholders
   
  Goodmans LLP
  333 Bay Street., 34th Floor
  Toronto, Ontario
  M5H 2S7

 

    Attention: Robert J. Chadwick
    Email: rchadwick@goodmans.ca

 

 

- 33 -

 

or to such other address as any party above may from time to time notify the others in accordance with this Section 9.9. In the event of any strike, lock-out or other event which interrupts postal service in any part of Canada, all notices and communications during such interruption may only be given or made by personal delivery or by email and any notice or other communication given or made by prepaid mail within the five (5) Business Day period immediately preceding the commencement of such interruption, unless actually received, shall be deemed not to have been given or made. Any such notices and communications so given or made shall be deemed to have been given or made and to have been received on the day of delivery if delivered, or on the day of emailing, provided that such day in either event is a Business Day and the communication is so delivered or emailed before 5:00 p.m. on such day. Otherwise, such communication shall be deemed to have been given and made and to have been received on the next following Business Day. The unintentional failure by the Applicants to give a notice contemplated hereunder to any particular Securityholder shall not invalidate this Plan or any action taken by any Person pursuant to this Plan.

 

9.11Further Assurances

 

Notwithstanding that the transactions and events set out herein will occur and be deemed to occur in the order set out in this Plan without any further act or formality, each of the Persons named or referred to in, affected by or subject to, this Plan will make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them to carry out the full intent and meaning of this Plan and to give effect to the transactions contemplated herein.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 99.2

 

 

Blackline against version of the Plan appended as Appendix F to Just Energy's management proxy circular dated July 17, 2020

 

Court File No. CV-20-00643596-00CL

 

ONTARIO

SUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

 

IN THE MATTER OF AN APPLICATION UNDER SECTION 192 OF THE

CANADA BUSINESS CORPORATIONS ACT, R.S.C. 1985, c. C-44, AS AMENDED

 

AND IN THE MATTER OF RULE 14.05(2) OF THE RULES OF CIVIL PROCEDURE

 

AND IN THE MATTER OF A PROPOSED ARRANGEMENT OF JUST ENERGY GROUP INC. AND 12175592 CANADA INC.

 

 

 

 

PLAN OF ARRANGEMENT

 

July 17August 25, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TABLE OF CONTENTS

 

Page

 

 

 

 

ARTICLE 1 INTERPRETATION  1

 

1.1Definitions 1

1.2Articles of Reference 123

1.3Interpretation Not Affected by Headings 123

1.4Gender and Number 123

1.5Date for any Action 124

1.6Time 124

1.7Statutory References 124

1.8Successors and Assigns 134

1.9Currency 134

  1.10 Governing Law 134

 

ARTICLE 2 TREATMENT OF NOTEHOLDERS AND EXISTING SHAREHOLDERS 134

 

2.1Treatment of Senior Unsecured Debtholders 134

2.2Treatment of Convertible Debentureholders 145

2.3Treatment of Existing Equity Holders 145

2.4Treatment of Backstoppers 156

  2.5 Unaffected Persons 156

 

ARTICLE 3  17

 

Private Placement 17

  3.1 Issuance of Private Placement Shares 17

 

ARTICLE 4 ISSUANCES, DISTRIBUTIONS AND ELECTIONS   157

 

  34.1 Delivery of New Term Loans 157

3.2

4.2Delivery of New Subordinated Notes 17

  4.3Delivery of New Common Shares 157

  34.34 No Liability in Respect of Deliveries 168

  34.45 Election to Participate in New Equity Offering 168

 

ARTICLE 45 ARRANGEMENT 179

 

45.1Corporate Authorizations 179

45.2Articles of Arrangement and Effective Date. 179

45.3Binding Effect 179

45.4The Arrangement 1820

  45.5 Securities Law Matters 21

4

  5.6 Stated Capital 224

 

ARTICLE 56 IMPLEMENTATION OF ARRANGEMENT 224

 

56.1Withholding Rights 224

 

- i-

 
 

 

  56.2 Allocation of Payments 23

5

  6.3 Fractional Interests 23

5

  6.4 Calculations 235

 

ARTICLE 67 RELEASES 23

6

 

7.1Release of Released Parties and Extinguishment of Affected Equity Claims 23

6

7.2Injunctions 24

6

  7.3 Existing Equity Class Action Claims 246

 

ARTICLE 78 CONDITIONS PRECEDENT TO PLAN IMPLEMENTATION 25

 

7

 

  8.1 Conditions Precedent to Implementation of this Plan 25

7

  8.2 Effectiveness 257

 

ARTICLE 89 MISCELLANEOUS 25

8

9.1 

Waiver of Defaults

2

  8  
  9.2 Amendments to the Plan of Arrangement 26
  8  
  9.3 Consents, Waivers and Agreements 279
  89.4 Paramountcy 2730
  8.5  
9.5Credit Facility Lenders 30

  9.6 Deeming Provisions 230

9.7

  8.6 Severability 2830

  89.78 Term Loan Debtholders and Initial Backstoppers 2830

  89.89 Notices 2831

  89.910 Further Assurances 329

 

-ii-

 

 

 

PLAN OF ARRANGEMENT UNDER SECTION 192 OF THE

CANADA BUSINESS CORPORATIONS ACT

 

ARTICLE 1

INTERPRETATION

 

1.1Definitions

 

$100 Million Convertible Debentures” means the $100,000,000 aggregate principal amount of 6.75% convertible unsecured senior subordinated debentures of the Company maturing March 31, 2023, issued on February 22, 2018 pursuant to the $100 Million Debenture Indenture.

 

$100 Million Debenture Indenture” means the trust indenture made as of February 22, 2018 between the Company and the $100 Million Debenture Trustee, as may be supplemented, amended or restated from time to time.

 

$100 Million Debenture Trustee” means Computershare as trustee under the $100 Million Debenture Indenture.

 

121 Canada” means 12175592 Canada Inc.

 

$150 Million Bond Trustee” means U.S. Bank Trustees Limited as trustee under the $150 Million Convertible Bonds Trust Deed.

 

$150 Million Convertible Bonds” means the US$150 million aggregate principal amount of the 6.5% convertible bonds of the Company issued on January 29, 2014, pursuant to the $150 Million Convertible Bonds Trust Deed.

 

$150 Million Convertible Bonds Trust Deed” means the trust deed dated as of January 29, 2014, between the Company, the $150 Million Bond Trustee and Elavon Financial Services Limited, UK Branch.

 

$160 Million Convertible Debentures” means the $160,000,000 aggregate principal amount of 6.75% convertible unsecured senior subordinated debentures of the Company maturing December 31, 2021, issued on October 5, 2016 pursuant to the $160 Million Debenture Indenture.

 

$160 Million Debenture Indenture” means the trust indenture made as of October 5, 2016 between the Company and the $160 Million Debenture Trustee as may be supplemented, amended or restated from time to time.

 

$160 Million Debenture Trustee” means Computershare as trustee under the $160 Million Debenture Indenture.

 

Additional Subscription Shares” means the “Additional Subscription Shares” (as defined in the Backstop Commitment Letter) that may be issued following the Common Share

 

 
 -2- 

 

Consolidation to the Backstoppers pursuant to the Backstop Commitment Letter and Section 45.4 of this Plan.

 

Affected Equity” means the securities referred to in clause (ii) of the definition of “Existing Equity”.

 

Affected Equity Claims” means an equity claim (as defined in section 2(1) of the Companies’ Creditors Arrangement Act) in respect of the Just Energy Entities, other than an Existing Equity Class Action Claim.

 

Allotted Offered Shares” means, with respect to a Participating Securityholder, the number of Offered Shares determined by dividing that Participating Securityholder’s Subscription Amount by the Subscription Price.

 

Amended & Restated Term Loan Agreement” means the amended and restated Term Loan Agreement, in the form appended to the Support Agreement, which, for the avoidance of doubt, shall not constitute a Senior Unsecured Debt Document.

 

Amended & Restated Term Loan Documents” means the Amended & Restated Term Loan Agreement and all related documentation required under the Amended & Restated Term Loan Agreement, including without limitation, all guarantees and security documentation related thereto and required by Section 3.01 thereof to be delivered as a condition precedent to the effectiveness of the Amended & Restated Term Loan Agreement and for greater certainty, includes the Continuing Guarantees.

 

Applicants” means, collectively, Just Energy and 121 Canada.

 

Arrangement” means an arrangement under section 192 of the CBCA on the terms and subject to the conditions set out in this Plan, subject to any amendments or variations thereto made in accordance with the Support Agreement, the Backstop Commitment Letter and this Plan or made at the direction of the Court in the Interim Order or the Final Order.

 

Arrangement Resolution” means, collectively, the resolutions of the Senior Unsecured Debtholders, the Convertible Debentureholders and the Shareholders, in substantially the form attached to the Information Circular, to be considered at the Meetings to, among other things, approve the Arrangement and this Plan.

 

Articles of Arrangement” means the articles of arrangement of the Applicants in respect of the Arrangement required under Subsection 192(6) of the CBCA to be sent to the Director after the Final Order is made, which shall include this Plan, with any such modifications as may be acceptable to the Applicants and made in accordance with the terms of the Support Agreement and the Backstop Commitment Letter.

 

Backstop Commitment” means the commitment of each Backstopper to purchase its share of the Backstopped Shares, pursuant to and in accordance with the terms of this Plan, the Interim Order, the Final Order and the Backstop Commitment Letter.

 

 

 
 -3- 

Backstop Commitment Fee” means a cash commitment fee in the amount of US$2,190,000, which is payable in accordance with the Backstop Commitment Letter and shall be applied by the Initial Backstoppers to purchase the Backstop Commitment Fee Shares.

 

Backstop Commitment Fee Shares” means the aggregate of 367,040 Common Shares to be issued following the Common Share Consolidation to the Initial Backstoppers in accordance with the Backstop Commitment Letter and Section 45.4 of this Plan.

 

Backstop Commitment Letter” means the backstop commitment letter dated as of July 8, 2020 among Just Energy and the Backstoppers, pursuant to which the Backstoppers agreed to, among other things, acquire any of the Offered Shares not otherwise purchased by Eligible Securityholders pursuant to the New Equity Offering.

 

Backstop Funding Fee” means a cash funding fee in the amount of US$2,920,000, which is payable in accordance with the Backstop Commitment Letter and shall be applied by the applicable Backstoppers to purchase the Backstop Funding Fee Shares.

 

Backstop Funding Fee Shares” means the aggregate of 489,386Common Shares to be issued following the Common Share Consolidation to the applicable Backstoppers in accordance with the Backstop Commitment Letter and Section 45.4 of this Plan.

 

Backstop Percentage” means, with respect to each Backstopper, its Backstop Commitment divided by the aggregate Backstop Commitments of all Backstoppers.

 

Backstopped Shares” means the Offered Shares, excluding the Offered Shares to be issued to Participating Securityholders.

 

Backstoppers” means those Persons who have entered into the Backstop Commitment Letter and any Person (or their permitted assigns) that executes a Joinder (as defined in the Backstop Commitment Letter) and becomes a party to the Backstop Commitment Letter in accordance therewith.

 

Bondholders” means holders of the $150 Million Convertible Bonds.

 

Business Day” means any day, other than a Saturday or a Sunday or civic holiday, on which commercial banks are generally open for business in Toronto, Ontario.

 

Canadian Securities Commissions” means, collectively, the applicable securities commissions or regulatory authorities in each of the provinces and territories of Canada.

 

Canadian Securities Laws” means, collectively, and, as the context may require, the applicable securities laws of each of the provinces and territories of Canada, and the respective regulations and rules made under those securities laws together with all applicable published policy statements, instruments, blanket orders and rulings of the Canadian Securities Commissions and all discretionary orders or rulings, if any, of the Canadian Securities Commissions made in connection with the transactions contemplated by this Agreement together with applicable published policy statements of the Canadian Securities Administrators, as the context may require.

 

 
 -4- 

CBCA” means the Canada Business Corporations Act, R.S.C. 1985, c. C-44.

 

CDS” means CDS Clearing and Depository Services Inc., or any of its successors or assigns.

 

Certificate of Arrangement” means the certificate of arrangement to be issued by the Director pursuant to Section 192(7) of the CBCA giving effect to the Articles of Arrangement and this Plan in accordance with Section 262 of the CBCA.

 

Claims” means any right or claim of any Person that may be asserted or made in whole or in part against the applicable Persons, or any of them, in any capacity, whether or not asserted or made, in connection with any indebtedness, liability or obligation of any kind whatsoever, and any interest accrued thereon or costs payable in respect thereof, whether at law or in equity, including by reason of the commission of a tort (intentional or unintentional), by reason of any breach of contract or other agreement (oral or written), by reason of any breach of duty (including, any legal, statutory, equitable or fiduciary duty) or by reason of any equity interest, right of ownership of or title to property or assets or right to a trust or deemed trust (statutory, express, implied, resulting, constructive or otherwise), and together with any security enforcement costs or legal costs associated with any such claim, and whether or not any indebtedness, liability or obligation is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, unsecured, perfected, unperfected, present or future, known or unknown, by guarantee, warranty, surety or otherwise, and whether or not any right or claim is executory or anticipatory in nature, including any claim made or asserted against the applicable Persons, or any of them, through any affiliate, subsidiary, associated or related Person, or any right or ability of any Person to advance a claim for an accounting, reconciliation, contribution, indemnity, restitution or otherwise with respect to any matter, grievance, action (including any class action or proceeding before an administrative or regulatory tribunal), cause or chose in action, whether existing at present or commenced in the future.

 

Clearstream” means Clearstream Banking, or any of its successors or assigns.

 

Collateral Agent” means National Bank of Canada, in its capacity as collateral agent for the Senior Secured Creditors.

 

Common Share Consolidation” means the consolidation of the Existing Common Shares on the basis of one (1) Common Share for every thirty-three (33) Existing Common Shares. As a result, the Existing Common Shares will be consolidated into 4,595,169 Common Shares following the Common Share Consolidation.

 

Common Shareholder” means a holder of Common Shares.

 

Common Shares” means common shares in the capital of Just Energy.

 

Company” or “Just Energy” means Just Energy Group Inc.

 

Computershare” means Computershare Trust Company of Canada.

 

 
 -5- 

Continuing Guarantees” means any guarantee or lien documentation provided by any Person other than a Just Energy Entity in favour of the Term Loan Agent on behalf of the lenders under the Term Loan Agreement which, for the avoidance of doubt, shall not constitute a Senior Unsecured Debt Document.

 

Convertible Debenture Debt Documents” means, collectively: (i) the $160 Million Debenture Indenture; (ii) the $100 Million Debenture Indenture; and (iii) all related documentation.

 

Convertible Debenture Exchange Shares” means the aggregate 9,339,379 Common Shares to be issued following the Common Share Consolidation to Convertible Debentureholders in exchange for their Convertible Debentureholder Claims in accordance with Section 45.4 of this Plan, subject to Section 56.3 of this Plan.

 

Convertible Debentureholder Claims” means all Obligations in respect of the Convertible Debentures and the Convertible Debenture Debt Documents.

 

Convertible Debentureholder Pro Rata Share” means the percentage that the principal amount of Convertible Debentures held by a Convertible Debentureholder bears to the aggregate principal amount of all Convertible Debentures immediately prior to the Effective Time.

 

Convertible Debentureholder Support Agreement” means the support agreement (and all schedules and exhibits thereto) among Just Energy and certain Convertible Debentureholders dated August 25, 2020, as the same may be amended or restated from time to time in accordance with its terms.

 

Convertible Debentureholders” means the holders of the Convertible Debentures.

 

Convertible Debentureholders’ Meeting” means the meeting of the Convertible Debentureholders to be held on the Meeting Date in accordance with the Interim Order to consider and, if deemed advisable, approve the Arrangement Resolution and to consider such other matters as may properly come before such meeting, and any adjournment(s) or postponement(s) thereof.

 

Convertible Debentures” means, collectively, the $160 Million Convertible Debentures and the $100 Million Convertible Debentures.

 

Corporation Released Parties” means, collectively, the Just Energy Entities, and each of their respective current and former directors, officers, managers, partners, employees, auditors, financial advisors, legal counsel and agents.

 

Court” means the Ontario Superior Court of Justice (Commercial List).

 

Credit Agreement” means the eighth amended and restated credit agreement dated as of April 18, 2018, by and among Just Energy Ontario L.P., Just Energy (U.S.) Corp., as borrowers, the Credit Facility Administrative Agent and the Credit Facility Lenders, as such credit agreement may be amended, restated, supplemented or otherwise modified from time to time.

 

 
 -6- 

Credit Facility Administrative Agent” means National Bank of Canada, in its capacity as administrative agent for the Credit Facility Lenders.

 

Credit Facility Lenders” means each of the lenders party to the Credit Agreement from time to time and each of their respective affiliates that is a cash management services provider and/or a hedge provider to any of the Just Energy Entities.

 

Debt” means the debt outstanding under the Debt Documents.

 

Debt Documents” means, collectively, the Senior Unsecured Debt Documents and the Convertible Debenture Debt Documents.

 

Debtholder Claims” means, collectively, the Senior Unsecured Debtholder Claims and the Convertible Debentureholder Claims.

 

Debtholder Released Parties” means, collectively, (i) the Trustees and the Term Loan Agent,

 

(ii)       the Term Loan Debtholders, (iii) the Backstoppers, (iv) Supporting Convertible Debentureholders and (ivv) for each of the entities named in the foregoing clauses (i) through (iiiiv), each of their respective current and former directors, officers, managers, partners, employees, auditors, financial advisors, legal counsel and agents.

 

Debtholders” means, collectively, the Senior Unsecured Debtholders and the Convertible Debentureholders.

 

Director” means the Director appointed under Section 260 of the CBCA.

 

DSGs” means deferred share grants of the Company issued pursuant to the 2010 Directors’ Compensation Plan, as amended from time to time.

 

DTC” means the Depository Trust & Clearing Corporation, or any of its successors or assigns. “Effective Date” means the date shown on the Certificate of Arrangement issued by the Director.

 

Effective Time” means 12:01 a.m. on the Effective Date or such other date or time as the Applicants may determine.

 

Eligible Securityholder” means a Person that: (i) is on the Record Date a Senior Unsecured Debtholder, Convertible Debentureholder or Common Shareholder; or (ii) a Holding Preferred Shareholder; and (iii) if such Person referred to in (i) or (ii) is resident outside of Canada or the United States, is qualified to participate in the New Equity Offering in accordance with the laws of its jurisdiction of residence and has provided evidence satisfactory to Just Energy to demonstrate such qualification.

 

Equity Allocation” means:

 

(i)in respect of the Senior Unsecured Debtholders, 1,476,957 Offered Shares;

 

(i)in respect of the Convertible Debentureholders, 16,781,687 Offered Shares;

 

 
 -7- 

(ii)in respect of the Preferred Shareholders, 2,796,948 Offered Shares; and

 

(iii)in respect of the Common Shareholders, 8,256,938 of the Offered Shares.

 

Escrow Agent” means the escrow agent appointed pursuant to the Escrow Agreement.

 

Escrow Agreement” means an escrow agreement on customary terms and conditions to be entered into in connection with the New Equity Offering, in form and substance acceptable to the Company and the Initial Backstoppers, each acting reasonably.

 

Euroclear” means Euroclear Bank SA/NV, as operator of the Euroclear System, or any of its successors or assigns.

 

Existing Common Shareholders” means holders of Existing Common Shares.

 

Existing Common Shares” means the Common Shares of Just Energy issued and outstanding on the Effective Date immediately prior to the Effective Time but excluding, for greater certainty, the Offered Shares.

 

Existing Equity” means: (i) all Existing Common Shares, Existing Preferred Shares, RSGs, PBGs and DSGs and (ii) all options, warrants, rights or similar instruments derived from, relating to, or exercisable, convertible or exchangeable therefor (including, for the avoidance of doubt, such rights existing under the Purchase Agreement dated September 10, 2018 among the Company and 8704104Canada Inc., among others, and the documents ancillary thereto), in each case that are issued and outstanding immediately prior to the Effective Time.

 

Existing Equity Class Action Claims” means, collectively: (i) Civil Action 20-590 Thaddeus White, et al. v. Just Energy Group Inc., et al.; (ii) Gilchrist v. Just Energy Group Inc,. et al. (Ontario Superior Court of Justice, Court File No. CV-19-627174-00CP) commenced on September 11, 2019; (iii) Saha v. Just Energy Group Inc., et al. (Ontario Superior Court of Justice, Court File No. CV-19-630737-00CP); and (iv) any claim for contribution or indemnity in respect of or related to those claims listed in (i) to (iii) above.

 

Existing Equity Holders” means holders of any Existing Equity.

 

Existing Preferred Shareholders” means holders of Existing Preferred Shares.

 

Existing Preferred Shares” means the Preferred Shares of Just Energy issued and outstanding on the Effective Date immediately prior to the Effective Time.

 

Final Order” means the final order of the Court approving this Plan and providing for the treatment of Existing Equity Class Action Claims and Affected Equity Claims as contemplated herein, as such order may be amended at any time prior to the Effective Date or, if appealed, then unless such appeal is withdrawn or denied, as affirmed or amended on appeal.

 

Governmental Entity” means any government, regulatory authority, governmental department, agency, commission, bureau, official, minister, Crown corporation, court, board, tribunal or dispute settlement panel or other law, rule or regulation-making organization or entity: (a) having

 

 

 
 -8- 

or purporting to have jurisdiction on behalf of any nation, province, territory or state or any other geographic or political subdivision of any of them; or (b) exercising, or entitled or purporting to exercise any administrative, executive, judicial, legislative, policy, regulatory or axing authority or power.

 

Holding Preferred Shareholder” in respect of a Preferred Share, means a Preferred Shareholder of such Preferred Share as of the Record Date that continues to hold all such Preferred Shares held as of the Record Date until the Effective Date.

 

Information Circular” has the meaning ascribed thereto in the Interim Order.

 

Initial Backstoppers” means the Backstoppers that executed the Backstop Commitment Letter on July 8, 2020.

 

Insurance Policies” means, collectively, the insurance policies of Just Energy that are available to pay insured claims in respect of Just Energy or its current or former directors and officers including, without limitation, Existing Equity Class Action Claims.

 

Interim Order” means the interim order of the Court pursuant to Section 192(4) of the CBCA, containing declarations and directions with respect to the Arrangement and the Meetings issued pursuant to the application of the Applicants, as such order may be amended or supplemented by further order of the Court at any time prior to the Effective Date or, if appealed, then unless such appeal is withdrawn or denied, as affirmed or amended on appeal.

 

Intermediary” means a broker, custodian, investment dealer, nominee, bank, trust company or other intermediary, and “Intermediaries” means more than one Intermediary.

 

Just Energy Entities” means, collectively, Just Energy and all of its direct and indirect subsidiaries.

 

Law” or “Laws” means any law, statute, order, decree, consent decree, judgment, rule regulation, ordinance or other pronouncement having the effect of law whether in Canada, the United States or any other country, or any domestic or foreign state, county, province, city or other political subdivision or of any Governmental Entity.

 

Majority Supporting Convertible Debentureholders” means, collectively, Supporting Convertible Debentureholders holding in aggregate more than half (50%) of the aggregate principal amount of Convertible Debentures held by all Supporting Convertible Debentureholders, at the applicable time.

 

Management Incentive Plan” means a new management incentive plan for employees of the Just Energy Entities, which shall provide for the granting of awards comprised of shares of Just Energy as determined by the board of directors of the reorganized Just Energy (or the applicable compensation committee) following the Effective Date, with grants thereunder not to exceed 5% of the issued and outstanding Common Shares following the Effective Date.

 

Meeting Date” means August 25, 2020, subject to any postponement or adjournment of that date pursuant to the Interim Order or any other Order.

 

 
 -9- 

 

Meetings” means, collectively, the Shareholders’ Meeting, the Senior Unsecured Debtholders’ Meeting and the Convertible Debentureholders’ Meeting.

 

New Common Shares” means, collectively, the Senior Unsecured Debtholder Exchange Shares, the Convertible Debenture Exchange Shares, the Preferred Shareholder Exchange Shares and, the Offered Shares and the Private Placement Shares.

 

New Directors” means James Bell, Scott Gahn, Tony Horton, Steven Murray, Dallas Ross, Steven Schaefer and Marcie Zlotnik.

 

New Equity Offering” means the offering of Offered Shares to Eligible Securityholders pursuant to this Plan.

 

New Equity Offering Right” means the right of each Eligible Securityholder to participate in the New Equity Offering, in accordance with the terms of this Plan. For greater certainty, in respect of a New Equity Offering Right granted to an Eligible Securityholder that is a Common Shareholder as of the Record Date, such New Equity Offering Right applies identically in respect of each Existing Common Share.

 

New Subordinated Notes” means the new subordinated notes to be issued by Just Energy pursuant to the New Subordinated Notes Indenture and allocated among the Convertible Debentureholders in a principal amount equal to their applicable Convertible Debentureholder Pro Rata Share, which shall be in an aggregate principal amount of $15 million and shall (i) be denominated in Canadian dollars, (ii) have a 6-year maturity, (iii) have an annual interest rate of 7%, which shall be payable semi-annually in kind, (iv) be callable by Just Energy at any time at par plus accrued interest for cash (with no call protections), (v) require Just Energy to offer to repurchase the New Subordinated Notes at a price equal to 101% of par upon a change of control, (vi) require unanimous holder consent to any amendment to the maturity date, the principal, the interest rate, or the amount or timing of payment of principal or interest, (vii) not provide for a conversion right into equity of Just Energy or any of its affiliates, (viii) not be listed for trading on any securities exchange, (ix) be subordinated to the Obligations under the Credit Agreement and the New Term Loans in all respects (in the same manner and on the same terms as contained in the Convertible Debenture Debt Documents, including Article 5 of the $100 Million Debenture Indenture and $160 Million Debenture Indenture), (x) not be secured against any assets or property of Just Energy or any of its direct or indirect subsidiaries; (xi) not be guaranteed by any direct or indirect subsidiary of Just Energy; and (xii) except as provided in the foregoing, shall be substantially similar to the terms of the Convertible Debentures, or as otherwise agreed by Just Energy, the Term Loan Debtholders and the Majority Supporting Convertible Debentureholders, each acting reasonably.

 

New Subordinated Notes Indenture” means the indenture to be entered into on the Effective Date by Just Energy and the New Subordinated Notes Trustee pursuant to which the New Senior Secured Notes will be issued.

 

New Subordinated Notes Trustee” means the indenture trustee under the New Subordinated Notes Indenture, as agreed to by the Applicants and the Majority Supporting Convertible Debentureholders, each acting reasonably.

 

 

 
 -10- 

New Term Loan Lender Information” means such information and documentation as the Term Loan Agent may require from recipients of the New Term Loans in order to comply with any anti-money laundering, know your client, proceeds of crime and other applicable Laws to the Term Loan Agent, or any applicable customary policies or procedures of the Term Loan Agent.

 

New Term Loans” means the new senior unsecured term loans to be issued pursuant to the Amended & Restated Term Loan Agreement in the principal amount of US $205,900,000 and allocated among the Senior Unsecured Debtholders in a principal amount equal to their applicable Senior Unsecured Debtholder Pro Rata Share.

 

Obligations” means all liabilities, duties and obligations, including without limitation principal and interest, any make whole, redemption or similar premiums,reimbursement obligations, fees, penalties, damages, guarantees, indemnities, costs, expenses or otherwise, and any other liabilities, duties or obligations, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the applicable Debt Document.

 

Offered Shares” means 29,312,530 Common Shares to be issued following the Common Share Consolidation to the Eligible Securityholders pursuant to this Plan, subject to Section 56.3 of this Plan, and to the Backstoppers in accordance with the Backstop Commitment Letter and this Plan.

 

Offered Shares Participation Form” means a certification and participation form delivered to Securityholders and completed by Eligible Securityholders in advance of the Participation Deadline in order to make certain acknowledgments, agreements and certifications (as applicable to the applicable Eligible Securityholder) and to participate in the New Equity Offering.

 

Offering Right Value” means the fair market value as of the Effective Date of the New Offering Right, as determined by the directors of Just Energy on or prior to the Effective Date and agreed to by the Term Loan Debtholders, acting reasonably.

 

Order” means any order of the Court in these proceedings, including, without limitation, the Interim Order and the Final Order.

 

Outside Date” means October 5, 2020, or such other date as determined in accordance with the Support Agreement and the Backstop Agreement.

 

Participating Securityholder” has the meaning ascribed in Section 34.45.

 

Participation Deadline” shall mean 5:00 p.m. (Toronto time) on August 28, 2020 or such other date as the Applicants and the Backstoppers may mutually determine, each acting reasonably.

 

Person” includes any individual, firm, partnership, joint venture, venture capital fund, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate (including a limited liability company and an unlimited liability company), corporation, unincorporated association or organization, governmental authority, syndicate or other entity, whether or not having legal status.

 

 

 
 -11- 

Plan” means this plan of arrangement proposed under Section 192 of the CBCA, and any amendments or variations made in accordance with the terms of this Plan or made at the direction of the Court in the Final Order.

 

Preferred Shareholder” means a holder of Preferred Shares.

 

Preferred Shareholder Exchange Shares” means the aggregate 1,556,563 Common Shares to be issued following the Common Share Consolidation to Preferred Shareholders in exchange for their Preferred Shares, subject to Section 56.3 of this Plan.

 

Preferred Shareholder Pro Rata Share” means the percentage that the number of Preferred Shares held by a Preferred Shareholder bears to the aggregate number of all Preferred Shares immediately prior to the Effective Time.

 

Preferred Shares” means preferred shares in the capital of Just Energy.

 

Private Placement” means the private placement pursuant to which the Term Loan Debtholders will purchase the Private Placement Shares in the aggregate amount of approximately $3,670,000 at the Subscription Price, in accordance with the Support Agreement Supplement.

 

Private Placement Shares” means New Common Shares to be issued to the Term Loan Debtholders pursuant to the Private Placement following the Common Share Consolidation.

 

Private Placement Subscription Amount” means, in respect of a Term Loan Debtholder, an amount such Term Loan Debtholder has agreed to subscribe for pursuant to the Support Agreement Supplement at the Subscription Price.

 

PBGs” means the performance bonus grants of the Company granted pursuant to the Company’s 2013 Performance Bonus Incentive Plan, as amended from time to time.

 

Record Date” means July 23, 2020.

 

Released Claims” means, collectively, the matters that are subject to release and discharge pursuant to Article 67.

 

Released Parties” means, collectively, the Corporation Released Parties and the Debtholder Released Parties, as applicable.

 

RSGs” means restricted share grants of the Company granted pursuant to the Company’s 2010 Restricted Share Grant Plan, as amended from time to time.

 

Securities Laws” means, collectively, Canadian Securities Laws and U.S. Securities Laws. “Securityholder Subscription Share Percentage” means:

 

(i)in respect of the Senior Unsecured Debtholders, the percentage that the principal amount of Senior Unsecured Debt held by a Senior Unsecured Debtholder bears to the aggregate principal amount of all Senior Unsecured Debt as of the Record Date;

 

 

 
 -12- 

(ii)in respect of the Convertible Debentures, the percentage that the principal amount of Convertible Debentures held by a Convertible Debentureholder bears to the aggregate principal amount of all Convertible Debentures as of the Record Date;

 

(iii)in respect of the Preferred Shareholders, the percentage that the number of Preferred Shares held by a Preferred Shareholder bears to the aggregate number of all Preferred Shares as of the Record Date; and

 

(iv)in respect of the Common Shareholders, the percentage that the number of Common Shares held by a Common Shareholder bears to the aggregate number of all Common Shares as of the Record Date.

 

Securityholders” means collectively, all Persons that are Senior Unsecured Debtholders, Convertible Debentureholders, Common Shareholders or Preferred Shareholders as of the Record Date.

 

Senior Secured Creditors” has the meaning ascribed to “Senior Creditor” in the sixth amended and restated intercreditor agreement made as of September 1, 2015 between, among others, the Just Energy Entities party thereto from time to time, the Credit Facility Administrative Agent and the Collateral Agent, as such intercreditor agreement may be amended, restated, supplemented or otherwise modified from time to time.

 

Senior Unsecured Debt” means, collectively, the debt outstanding under the Senior Unsecured Debt Documents.

 

Senior Unsecured Debt Documents” means, collectively: (i) the Term Loan Agreement, (ii) the $150 Million Convertible Bonds Trust Deed; and (iii) all related documentation, including, without limitation, all guarantee and security documentation, related to the foregoing.

 

Senior Unsecured Debtholder” means a holder of Senior Unsecured Debt, in its capacity as such.

 

Senior Unsecured Debtholder Claims” means all Obligations in respect of the Senior Unsecured Debt and the Senior Unsecured Debt Documents.

 

Senior Unsecured Debtholder Exchange Shares” means the aggregate 821,959 Common Shares to be issued following the Common Share Consolidation to Senior Unsecured Debtholder in exchange for their Senior Unsecured Debtholder Claims in accordance with Section 45.4 of this Plan, subject to Section 56.3 of this Plan.

 

Senior Unsecured Debtholder Pro Rata Share” means the percentage that the principal amount of Senior Unsecured Debt held by a Senior Unsecured Debtholder bears to the aggregate principal amount of all Senior Unsecured Debt immediately prior to the Effective Time.

 

Senior Unsecured Debtholders’ Meeting” means the meeting of the Senior Unsecured Debtholders to be held on the Meeting Date in accordance with the Interim Order to consider and, if deemed advisable, approve the Arrangement Resolution and to consider such other

 

 

 
 -13- 

matters as may properly come before such meeting, and any adjournment(s) or postponement(s) thereof

 

Shareholder” means a holder of Common Shares or Preferred Shares, in its capacity as such.

 

Shareholders’ Meeting” means the meeting of the Shareholders as of the Record Date to be held, pursuant to the Interim Order, to consider, among other things, the approval of the Arrangement.

 

Strategic Review” means the Company’s strategic review announced on June 6, 2019, as further described in the affidavit of James Brown dated July 13, 2020, filed in these proceedings.

 

Subscription Amount” means, in respect of a Participating Securityholder, an amount such Participating Securityholder has agreed to subscribe for, up to the maximum amount of its Securityholder Subscription Share Percentage of the applicable Equity Allocation, at the Subscription Price.

 

Subscription Price” means $3.412 per Offered Share.

 

Support Agreement” means the support agreement (and all schedules and exhibits thereto) among Just Energy and the Term Loan Debtholders dated July 8, 2020, as the same may be amended or restated from time to time in accordance with its terms.

 

Support Agreement Supplement” means the supplement to the Support Agreement among Just Energy and the Term Loan Debtholders dated August 25, 2020.

 

Supporting Convertible Debentureholders” means, collectively, the Convertible Debentureholders that executed the Convertible Debentureholder Support Agreement on August 25, 2020.

 

Term Loan Debtholders” means the lenders under the Term Loan Agreement. “Tax Act” means the Income Tax Act (Canada).

 

Term Loan Agent” means National Bank of Canada, as administrative agent under the Term Loan Agreement.

 

Term Loan Agreement” means the US$250 million loan agreement dated as of September 12, 2018, between the Company, the Term Loan Agent, Sagard Credit Partners, LP and the other Term Loan Debtholders party thereto, as amended, supplemented or otherwise modified prior to the Effective Date.

 

Transfer Agent” means Computershare Investor Services Inc.

 

Trustees” means, collectively, the $100 Million Debenture Trustee, the $160 Million Debenture Trustee and the $150 Million Bond Trustee.

 

TSX” means the Toronto Stock Exchange.

 

 
 -14- 

U.S. Securities Act” means the U.S. Securities Act of 1933 and the rules and regulations promulgated thereunder.

 

U.S. Securities Exchange Act” means the United States Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, or any successor statute.

 

U.S. Securities Laws” means, collectively, the U.S. Securities Act, the U.S. Exchange Act and the rules and regulations of the U.S. Securities and Exchange Commission.

 

1.2Articles of Reference

 

The terms “hereof”, “hereunder”, “herein” and similar expressions refer to this Plan and not to any particular article, section, subsection, clause or paragraph of this Plan, and include any agreements supplemental thereto. In this Plan, a reference to an article, section, subsection, clause or paragraph shall, unless otherwise stated, refer to an article, section, subsection, clause or paragraph of this Plan.

 

1.3Interpretation Not Affected by Headings

 

The division of this Plan into articles, sections, subsections, clauses and paragraphs and other portions, and the insertion of headings and a table of contents, are for convenience of reference only and shall not affect the construction or interpretation of this Plan.

 

1.4Gender and Number

 

In this Plan where the context requires, words importing the singular shall include the plural and vice versa and words importing the use of any gender shall include all genders.

 

1.5Date for any Action

 

In the event that the date on which any action is required to be taken hereunder is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

 

1.6Time

 

All times expressed herein are local time in Toronto, Ontario, Canada unless otherwise specified.

 

1.7Statutory References

 

Any reference in this Plan to a statute includes all rules, regulations, published policies and blanket orders made thereunder, and any and all amendments to the foregoing in force from time to time.

 

 

 
 -15- 

1.8Successors and Assigns

 

This Plan shall be binding upon and shall enure to the benefit of the heirs, administrators,

 

executors, legal personal representatives, successors and assigns of any Person named or referred to in this Plan.

 

1.9Currency

 

Unless otherwise stated, all references herein to sums of money, cash or currency are

 

expressed in lawful money of the Canada.

 

1.10Governing Law

 

This Plan shall be governed by and construed in accordance with the Laws of Ontario and

 

the federal Laws of Canada applicable therein. All questions as to the interpretation or application of this Plan and all proceedings taken in connection with this Plan shall be subject to the exclusive jurisdiction of the Court.

 

ARTICLE 2

TREATMENT OF NOTEHOLDERS AND EXISTING SHAREHOLDERS

 

2.1Treatment of Senior Unsecured Debtholders

 

(a)On the Effective Date, in accordance with the steps and sequence set forth in Section 45.4, each Senior Unsecured Debtholder shall receive its Senior Unsecured Debtholder Pro Rata Share of (i) the New Term Loans, and (ii) the Senior Unsecured Debtholder Exchange Shares, subject to the treatment of fractional interests in accordance with Section 56.3 of this Plan.

 

(b)The compensation, the reasonable and documented fees, expenses and disbursements (including, without limitation, the reasonable and documented fees, expenses and disbursements of attorneys, advisors or agents retained or utilized by the Term Loan Agent, the Term Loan Debtholders and the $150 Million Bond Trustee, as applicable, acting reasonably), in accordance with the applicable Senior Unsecured Debt Documents shall be paid in full in cash by the Applicants pursuant to the applicable Senior Unsecured Debt Documents.

 

(c)After giving effect to the terms of this Section 2.1, (i) the Obligations of the Just Energy Entities with respect to the Senior Unsecured Debt, the Senior Unsecured Debt Documents and the Senior Unsecured Debtholder Claims shall, and shall be deemed to, have been irrevocably and finally extinguished, (ii) each Senior Unsecured Debtholder shall have no further right, title or interest in or to the Senior Unsecured Debt or its Senior Unsecured Debtholder Claims, and (iii) the Senior Unsecured Debt, the Senior Unsecured Debt Documents and the Senior Unsecured Debtholder Claims shall be cancelled.

 

 

 
 -16- 

2.2Treatment of Convertible Debentureholders

 

(a) On the Effective Date, in accordance with the steps and sequence set forth in Section 45.4, (i) Just Energy shall pay all accrued and unpaid interest in cash on the $100 Million Convertible Debentures as of June 30, 2020up to and including the Effective Date, and (ii) each Convertible Debentureholder shall receive its Convertible Debentureholder Pro Rata Share of (A) the New Subordinated Notes, and (B) the Convertible Debenture Exchange Shares, subject to the treatment of fractional interests in accordance with Section 56.3 of this Plan.

 

(b)The compensation, the reasonable and documented fees, expenses and disbursements (including, without limitation, the reasonable and documented fees, expenses and disbursements of attorneys, advisors or agents retained or utilized by the $100 Million Debenture Trustee and the $160 Million Debenture Trustee, as applicable, acting reasonably), in accordance with the applicable Convertible Debenture Documents shall be paid in full in cash by Just Energy pursuant to the applicable Convertible Debenture Documents.

 

(c)After giving effect to the terms of this Section 2.2, (i) the Obligations of the Just Energy Entities with respect to the Convertible Debentures, the Convertible Debentureholder Claims and the Convertible Debenture Documents shall, and shall be deemed to, have been irrevocably and finally extinguished, (ii) each Convertible Debentureholder shall have no further right, title or interest in or to the Convertible Debentures or its Convertible Debentureholder Claims, and (iii) the Convertible Debentures, the Convertible Debentureholder Claims and the Convertible Debenture Documents shall be cancelled.

 

2.3Treatment of Existing Equity Holders

 

(a)On the Effective Date, in accordance with the steps and sequence set forth in Section 45.4:

 

(i)Each Existing Common Shareholder shall retain its Existing Common Shares, subject to the Common Share Consolidation, subject to the treatment of fractional interests in accordance with Section 56.3 of this Plan.

 

(ii)Each Holding Preferred Shareholder, in its capacity as such, shall be deemed to have been issued its New Equity Offering Rights based on its Securityholder Subscription Share Percentage of the Preferred Shareholder Equity Allocation.

 

(iii)Each Existing Preferred Shareholder shall receive its Preferred Shareholder Pro Rata Share of the Preferred Shareholder Exchange Shares, subject to the treatment of fractional interests in accordance with Section 56.3 of this Plan.

 

 

 
 -17- 

(iv)After giving effect to the terms of Section 2.3(a)(ii), the Existing Preferred Shares shall be cancelled.

 

(v)Unless otherwise agreed by Just Energy in accordance with the Support Agreement and the Backstop Agreement, and subject to the treatment of the Existing Equity Class Action Claims as provided herein, all of the Affected Equity shall be terminated and cancelled, and shall be deemed to be terminated and cancelled without the need for any repayment of capital thereof or any other liability, payment or compensation therefor and, for greater certainty, no holder of Affected Equity shall be entitled to receive any interest, dividends, premium or other payment in connection therewith.

 

(vi)The Affected Equity Claims shall constitute Released Claims and be treated in the manner set forth in Section 45.4.

 

2.4Treatment of Backstoppers

 

On the Effective Date, in accordance with the steps and sequence set forth in Section

 

45.4, each Backstopper shall purchase and receive its applicable portion of the Backstopped Shares and/or Additional Subscription Shares, the Backstop Funding Fee (and Backstop Funding Fee Shares) and the Backstop Commitment Fee (and Backstop Commitment Fee Shares), in each case in accordance with the terms of the Backstop Commitment Letter, the Interim Order and this Plan.

 

2.5       Unaffected Persons

 

The Claims of all Persons other than those specified in this Article 2 shall be unaffected

 

by this Plan, except as otherwise provided herein.

 

ARTICLE 3 PRIVATE PLACEMENT

 

3.1        Issuance of Private Placement Shares

 

On the Effective Date, subject to and in accordance with the terms of the Support Agreement Supplement, and in accordance with the times, steps and sequences set forth in Section, 5.4 Just Energy shall cause to be issued and delivered to each Term Loan Debtholder its Private Placement Shares at the Subscription Price. The Private Placement Shares shall be duly authorized, validly issued, fully paid and non-assessable and the Private Placement Shares shall be subject to the applicable transfer restrictions under U.S. Securities Laws.

 

 

 
 -18- 

ARTICLE 4ARTICLE 3

ISSUANCES, DISTRIBUTIONS AND ELECTIONS

 

4.13.1 Delivery of New Term Loans

 

The delivery of the New Term Loans (and any certificates or other evidence of holdings

 

thereof) to be issued pursuant to this Plan shall be made in accordance with standing procedures in place with the Term Loan Agent, and a register of holders of the New Term Loans will be maintained by the Term Loan Agent. Each Senior Unsecured Debtholder receiving New Term Loans shall be deemed to be a party to the Amended & Restated Term Loan Agreement as a lender thereunder. In the event that a Senior Unsecured Debtholder has not delivered its New Term Loan Lender Information to the Term Loan Agent prior to the date that is five (5) Business Days prior to the expected Effective Date, such Senior Unsecured Debtholder’s New Term Loans shall be held by the Term Loan Agent until such time as the Senior Unsecured Debtholder provides its New Term Loan Lender Information.

 

4.2Delivery of New Subordinated Notes

 

The delivery of the New Subordinated Notes to be distributed under this Plan will be

 

made by way of a global note issued to CDS (or its nominee) pursuant to the New Subordinated Notes Indenture in respect of the New Subordinated Notes and delivered directly to CDS which, in turn, will make delivery of such New Subordinated Notes to the New Subordinated Noteholders pursuant to the standing instructions and customary practices of CDS.

 

4.33.2 Delivery of New Common Shares

 

(a)On the Effective Date, all New Common Shares issued in connection with this Plan shall be deemed to be duly authorized, validly issued, fully paid and non-assessable.

 

(b)On the Effective Date, Just Energy shall deliver a treasury direction to the Transfer Agent that directs the Transfer Agent to issue all New Common Shares, to be distributed under this Plan and direct the Transfer Agent to use its commercially reasonable efforts to cause the New Common Shares to be distributed under this Plan to be distributed by no later than the second Business Day following the Effective Date.

 

(c)The delivery of New Common Shares to be distributed under this Plan will be made either (i) through the facilities of CDS, DTC, Euroclear and Clearstream to Intermediaries who, in turn, will make delivery of the New Common Shares to the ultimate beneficial recipients thereof pursuant to standing instructions and customary practices of CDS, DTC, Euroclear and Clearstream, as applicable, or

 

(ii) by providing Direct Registration System advices or confirmations in the name of the applicable recipient thereof (or its Intermediary) and registered electronically in Just Energy’s records which will be maintained by the Transfer Agent.

 

 

 
 -19- 

4.43.3 No Liability in Respect of Deliveries

 

(a)None of the Just Energy Entities, nor their respective directors or officers, shall have any liability or obligation in respect of any deliveries, directly or indirectly, from (i) the Term Loan Agent, (ii) the Trustees, (iii) DTC, (iv) CDS, (v) Euroclear, (vi) Clearstream or (vii) the Intermediaries, in each case to the ultimate beneficial recipients of any consideration payable or deliverable by the Just Energy Entities pursuant to this Plan.

 

(b)None of the Trustees or the Term Loan Agent shall incur, and each is hereby released and exculpated from, any liability as a result of carrying out any provisions of this Plan and any actions related or incidental thereto, save and except for any gross negligence or wilful misconduct (as determined by a final, non-appealable judgment of a court of competent jurisdiction) on its part. For the avoidance of doubt, this exculpation shall be in addition to, and not in limitation of, all other releases, indemnities and exculpations, and any other applicable law or rules protecting any of the Trustees and the Term Loan Agent from liability. On the Effective Date after the completion of the transactions set forth in Section 45.4, all duties and responsibilities of the Trustees and the Term Loan Agent arising under or related to the Debt Documents, as applicable, shall be discharged except to the extent required in order to effectuate this Plan.

 

4.53.4 Election to Participate in New Equity Offering

 

Each Eligible Securityholder shall have the right, but not the obligation, to elect irrevocably to participate in the New Equity Offering and to subscribe for and purchase its Securityholder Subscription Share Percentage of the applicable Equity Allocation by (and subject to) returning a duly executed Offered Shares Participation Form (or other acceptable form of instruction) together with such Eligible Securityholder’s Subscription Amount pursuant to the procedures established by Just Energy and communicated to Eligible Securityholders on or prior to the Record Date. Any Offered Shares Participation Form (or other acceptable form of instruction) received after the Participation Deadline or not accompanied by such Eligible Securityholder’s Subscription Amount will be invalid and not effective and shall be disregarded for all purposes of this Plan.

 

Submission of an Offered Shares Participation Form (or other acceptable form of instruction) in accordance with the terms thereof and this Section 3.4 and acceptance thereof by Just Energy, shall constitute an irrevocable subscription by the applicable Eligible Securityholder (each, a “Participating Securityholder”) for and a commitment by the applicable Participating Securityholder to participate in the New Equity Offering by purchasing up to its Securityholder Subscription Share Percentage of the applicable Equity Allocation.

 

 

 
 -20- 

ARTICLE 5ARTICLE 4

ARRANGEMENT

 

5.14.1 Corporate Authorizations

 

The adoption, execution, delivery, implementation and consummation of all matters contemplated under this Plan, including those involving corporate action of any member of the Just Energy Entities, will occur and be effective as of the Effective Date (or such other date as determined by the Applicants), and will be authorized and approved under this Plan and by the Court, where appropriate, as part of the Final Order, in all respects and for all purposes without any requirement of further action by shareholders, directors or officers of the Just Energy Entities. All necessary approvals to take actions shall be deemed to have been obtained from the directors or the shareholders of the Just Energy Entities, as applicable.

 

5.24.2 Articles of Arrangement and Effective Date.

 

As soon as practicable after the satisfaction or waiver of the conditions set forth in Article 78 (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction of those conditions as of the Effective Date), unless another time or date is agreed in writing among Just Energy and the Term Loan Debtholders, the Articles of Arrangement shall be filed by the Applicants with the Director. The Certificate of Arrangement shall implement this Plan.

 

5.34.3 Binding Effect

 

On and from the Effective Time, this Plan and the transactions contemplated hereby shall be final and binding upon, and be deemed to have been consented and agreed upon by the Just Energy Entities, the Senior Unsecured Debtholders, the Convertible Debentureholders, the Trustees, the Term Loan Agent, the Existing Common Shareholders, the Existing Preferred Shareholders and any other Person affected by or named in this Plan, including the respective heirs, executors, administrators, legal representatives, successors and assigns of each of the foregoing, without any further act or formality required on the part of any Person and, subject to the implementation and effectiveness of the Plan in accordance with its terms and delivery to the Term Loan Agent on behalf of the Senior Unsecured Debtholders of all of the documentation required pursuant to Section 3.01 of the Amended & Restated Term Loan Agreement, shall constitute a full, final and absolute settlement of all rights of the beneficial and legal owners of the Senior Unsecured Debt, Convertible Debentures and Preferred Shares attaching thereto or arising there from and an absolute release and discharge of and from all Obligations of the Just Energy Entities to the Debtholders and Existing Preferred Shareholders (for certainty, other than Obligations under the Amended and Restated Term Loan Documents).

 

On and from the Effective Time, and, subject to the implementation and effectiveness of the Plan in accordance with its terms, without limiting the foregoing, Just Energy, the Senior Unsecured Debtholders, the Convertible Debentureholders, the Trustees, the Term Loan Agent, the Existing Common Shareholders, the Existing Preferred Shareholders and any other Person affected by or named in this Plan and any other Person affected by or named in this Plan will be deemed to have executed and delivered to Just Energy and its affiliates all consents, releases, assignments and waivers, statutory or otherwise, required to implement and carry out this Plan.

 

 

 
 -21- 

5.44.4 The Arrangement

 

Commencing at the Effective Time, the following events or transactions will occur, or be

 

deemed to have occurred and be taken and effected, in the following order in five minute increments (unless otherwise indicated) and at the times set out in this Section 45.4 (or in such other manner or order or at such other time or times as the Applicants may determine in accordance with the Support Agreement, the Convertible Debentureholder Support Agreement and the Backstop Commitment Letter), without any further act or formality required on the part of any Person, except as may be expressly provided herein:

 

(a)The New Equity Offering Rights afforded to the Convertible Debentureholders and Senior Unsecured Debtholders that are Eligible Securityholders shall be deemed to have been issued on July 23, 2020 as a partial repayment of the principal amount outstanding thereunder in the amount of the Offering Right Value of such New Equity Offering Rights; provided, however, that such repayment shall not be considered for the purposes of calculating a Senior Unsecured Debtholder Pro Rata Share, Convertible Debentureholder Pro Rata Share or, Securityholder Subscription Share Percentage, or entitlement to interest under 5.4(e);

 

(b)All Affected Equity shall be terminated and cancelled for no consideration;

 

(c)The Common Share Consolidation shall be completed. Any fractional interests in the consolidated Existing Common Shares will, without any further act or formality, be cancelled without payment of any consideration therefor. Notwithstanding any provision of the CBCA, immediately following the completion of the Common Share Consolidation, the stated capital of the Common Shares shall be equal to the stated capital of the Common Shares immediately prior to such consolidation.

 

(d)Just Energy shall pay all accrued and unpaid interest on the $100 Million Convertible Debentures as of June 30, 2020up to and including the Effective Date and any other accrued and unpaid interest (including default interest) in respect of the Convertible Debentures shall be forgiven, settled and extinguished for no consideration.

 

(e)Just Energy shall issue to each Term Loan Debtholder, pursuant to the Term Loan Agreement and as evidence of amounts owing thereunder immediately prior to the Effective Time, promissory notes with an aggregate principal amount of US$197.1 million (the “Series 1 Notes”) and promissory notes with an aggregate principal amount in U.S. dollars equal to the amount by which the amount then owing under the Term Loan Agreement exceeds the principal amount of the Series 1 Notes (the “Series 2 Notes”). The Series 1 Notes and the Series 2 Notes shall be issued to each Term Loan Debtholder in an amount based on such Term Loan Debtholder’s pro rata share of the Obligations under the Term Loan Agreement.

 

 

 
 -22- 

(f)The terms and conditions of the Series 1 Notes shall be amended to confer a right on the holders thereof to exchange such Series 1 Notes for promissory notes or other evidence of U.S. dollar indebtedness of the same principal amount issuable under the Amended & Restated Term Loan Agreement pursuant to the terms of this Plan.

 

(g)In exchange for, and in full and final settlement of, the Existing Preferred Shares, Just Energy shall deliver to each (i) Holding Preferred Shareholder, in its capacity as such, its applicable New Offering Rights with respect to those Preferred Shares held from the Record Date through to the Effective Date; and (ii) Existing Preferred Shareholder, its Preferred Shareholder Pro Rata Share of the Preferred Shareholder Exchange Shares. The Existing Preferred Shares shall thereafter be terminated and cancelled, and shall be deemed to be terminated and cancelled.

 

(h)The following shall occur concurrently with the steps set forth in Section 45.4(eg) above and Section 45.4(i) below:

 

(i)holders of the Series 1 Notes that have previously filed a written notice with Just Energy to exercise the right referred to Section 45.4(f) shall be deemed to have exercised the right referred to in Section 45.4(f) to exchange the Series 1 Notes held by such holders for promissory notes or other evidence of indebtedness with the same U.S. dollar principal amount issued to such holders under the Amended & Restated Term Loan Agreement, in accordance with and subject to the terms of the Amended & Restated Term Loan Agreement, and such exchange of the Series 1 Notes shall be deemed to have occurred;

 

(ii)holders of the Series 1 Notes other than such holders referred to in Section 45.4(h)(i) are deemed to have exchanged such Series 1 Notes for New Term Loans with the same U.S. dollar principal amount;

 

(iii)Just Energy, the Just Energy Entities (as applicable) and the Term Loan Agent shall enter into, and the Senior Unsecured Debtholders shall enter into or be deemed to enter into, the Amended & Restated Term Loan Agreement, the Amended & Restated Term Loan Documents and such additional documentation as may be agreed by Just Energy and the Term Loan Agent, each acting reasonably;

 

(iv)in exchange for, and in full and final settlement of, the Senior Unsecured Debt., including the Series 1 Notes and Series 2 Notes, Just Energy shall deliver to each Senior Unsecured Debtholder (A) its Senior Unsecured Debtholder Pro Rata Share of the New Term Loans (together with the promissory notes or other evidence of indebtedness with respect to the Term Loan Debtholders, in respect of the Series 1 Notes and in satisfaction of the exercise of the right referred to in Section 45.4(f)) and (B) the Senior Unsecured Debtholder Exchange Shares (with respect to the Term Loan Debtholders, in respect of the Series 2 Notes), and Just Energy shall add an amount equal to the aggregate fair market value of the Senior

 

 
 -23- 

 

Unsecured Debtholder Exchange Shares on the Effective Date to the stated capital for the Common Shares in respect of the issuance of the Senior Unsecured Debtholder Exchange Shares. Consequently, the Senior Unsecured Debtholder Claims shall, and shall be deemed to be, irrevocably and finally extinguished and the Senior Unsecured Debtholders shall have no further right, title or interest in and to the Senior Unsecured Debt or the Senior Unsecured Debtholder Claims; and

 

(v)the Senior Unsecured Debt, the Senior Unsecured Debt Documents, and the Series 1 Notes and Series 2 Notes shall be cancelled, provided that the Senior Unsecured Debt Documents shall remain in effect solely to allow the Term Loan Agent and the $150 Million Bond Trustee to make the distributions set forth in this Plan.

 

(i)The following shall occur concurrently with steps set forth in Section 45.4(eg) and 45.4(h) above:

 

(i)in exchange for, and in full and final settlement of, the Convertible Debentures, Just Energy shall deliver to each Convertible Debentureholder its Convertible Debentureholder Pro Rata Share of (A) the New Subordinated Notes, and (B) the Convertible Debenture Exchange Shares, and Just Energy shall add an amount equal to the aggregate of the fair market value of the Convertible Debenture Exchange Shares to the stated capital for the Common Shares in respect of the issuance of the Convertible Debenture Exchange Shares;

 

(ii)the Convertible Debentureholder Claims shall, and shall be deemed to be, irrevocably and finally extinguished and the Convertible Debentureholders shall have no further right, title or interest in and to the Convertible Debentures or the Convertible Debentureholder Claims; and

 

(iii)the Convertible Debentures and the Convertible Debenture Documents shall be cancelled, provided that the Convertible Debenture Documents shall remain in effect solely to allow the applicable Trustees to make the distributions set forth in this Plan.

 

(j)Just Energy shall become entitled to the total amount of funds deposited in escrow with the Escrow Agent in connection with the New Equity Offering and, the Backstop Commitment Letter and the Support Agreement Supplement, and the Escrow Agent shall be deemed instructed to release to Just Energy the funds held by it in escrow in respect of the Subscription Amount of the Offered Shares subscribed for or purchased pursuant to the New Equity Offering and the Backstop Commitment Letter and the Private Placement Subscription Amounts of the Private Placement Shares subscribed for and purchased pursuant to the Private Placement.

 

(k)Pursuant to the New Equity Offering, Just Energy shall issue to each Participating Securityholder (or to their designated nominee), in consideration for such

 

 

 
 -24- 

Participating Securityholder’s Subscription Amount, the applicable number of Offered Shares that were validly subscribed for in the related Offered Shares Participation Form and such Offered Shares shall be deemed to be duly authorized, validly issued and fully paid and non-assessable.

 

(l)Just Energy shall issue to the Backstoppers the Backstopped Shares and/or the Additional Subscription Shares, as applicable, in accordance with the Backstop Commitment Letter and such Backstopped Shares and/or Additional Subscription Shares, as applicable, shall be deemed to be duly authorized, validly issued and fully paid and non-assessable.

 

(m)Pursuant to the Private Placement, Just Energy shall issue to each Term Loan Debtholder (or to their designated nominee), in consideration for such Term Loan Debtholder’s Private Placement Subscription Amount, the number of Private Placement Shares that were validly subscribed for in the Support Agreement Supplement and such Private Placement Shares shall be deemed to be duly authorized, validly issued and fully paid and non-assessable.

 

(n)(m) Just Energy shall pay the Backstop Commitment Fee and the Backstop Funding Fee in accordance with the Backstop Commitment Letter, which payments shall be directed to Just Energy in consideration for the Backstop Commitment Fee Shares and the Backstop Funding Fee Shares, which shall be issued in accordance with the Backstop Commitment Letter, and such Backstop Commitment Fee Shares and Backstop Funding Fee Shares shall be deemed to be duly authorized, validly issued and fully paid and non-assessable.

 

(o)(n) The amount added to the stated capital for the Common Shares in respect of the share issuances in 4.4(k)-(mn) shall be equal to the cash received by Just Energy and in the case of U.S. dollar cash the amount added to the stated capital for the Common Shares shall be the Canadian dollar amount resulting from the conversion of such U.S. dollars to Canadian dollars based on the noon exchange rate, as quoted by Bloomberg, applicable on the Effective Date.

 

(p)(o) Just Energy shall pay in full in cash the outstanding reasonable and documented fees and expenses of the advisors to the Applicants and to the Term Loan Debtholders pursuant to the terms and conditions of the Support Agreement, and shall pay the fees and expenses of the advisors to the Supporting Convertible Debentureholders pursuant to the terms and conditions of the Convertible Debentureholder Support Agreement.

 

(q)(p) The releases referred to in Article 67 shall become effective.

 

(r)(q) The board of directors of Just Energy immediately prior to the Effective Time shall be deemed to have resigned and the New Directors shall be deemed to have been appointed and to have each consented to such appointment.

 

 

 
 -25- 

(s)(r) The Management Incentive Plan shall be deemed to be approved by the Existing Common Shareholders and those persons receiving New Common Shares pursuant to this Plan.

 

(t)(s) The articles of 121 Canada shall be amended to include the following restrictions on the business that 121 Canada may carry on, effective as of the Effective Date:

 

“The business that the Corporation may carry on shall be limited to the activities and operations of the Corporation that are permitted pursuant to the amended and restated term loan agreement, as may be supplemented, amended or restated from time to time, that was entered into among Just Energy Group Inc., National Bank of Canada, as administrative agent and the other lenders party thereto pursuant to a plan of arrangement under the Canada Business Corporations Act, for so long as any loans thereunder are outstanding.”

 

5.54.5 Securities Law Matters

 

The Applicants intend that the issuance and distribution, pursuant to this Plan, of:

 

(a)New Common Shares of Just Energy issued on conversion of, or in exchange for, the Senior Unsecured Debt, the Convertible Debentures and the Preferred Shares pursuant to this Plan (other than the Allotted Offered Shares, the Additional Subscription Shares, the Backstopped Shares, the Backstop Commitment Fee Shares and the Backstop Funding Fee Shares issued pursuant to this Plan) shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereofor 4(a)(2) thereof or Regulation S or Regulation D thereunder, as the case may be;

 

(b)New Subordinated Notes of Just Energy issued pursuant to this Plan shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 4(a)(2) thereof or Regulation S or Regulation D thereunder, as the case may be;

 

(c)(b) the Allotted Offered Shares issued pursuant to this Plan shall be registered under the U.S. Securities Act pursuant to a registration statement on Form F-7 filed by Just Energy with the U.S. Securities and Exchange Commission;

 

(d)(c) the Backstopped Shares, the Additional Subscription Shares, the Backstop Commitment Fee Shares, the Private Placement Shares and the Backstop Funding Fee Shares issued pursuant to this Plan shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Regulation S or Regulation D under the U.S. Securities Act, as the case may be; and

 

(e)(d) the New Common Shares of Just Energy issued upon conversion of, or in exchange for, the Senior Unsecured Debt, the Convertible Debentures and the Preferred Shares and the Offered Shares issued pursuant to the New Equity Offering shall be exempt from the prospectus requirements of Canadian Securities

 

 

 
 -26- 

Laws, to the extent applicable, pursuant to Section 2.11 of National Instrument 45-106 – Prospectus Exemptions of the Canadian Securities Administrators.

 

5.64.6 Stated Capital

 

The aggregate amount to be added to the stated capital account in respect of the New Common Shares for the purposes of the CBCA in respect of the issuance of New Common Shares pursuant to this Plan will be confirmed by the directors of Just Energy.

 

ARTICLE 6ARTICLE 5

IMPLEMENTATION OF ARRANGEMENT

 

6.15.1 Withholding Rights

 

Just Energy and/or any other Person making a payment contemplated herein shall be entitled to deduct and withhold from any consideration payable to any Person such amounts as it is required to deduct and withhold with respect to such payment under the Tax Act, the United States Internal Revenue Code of 1986 or any provision of applicable federal, provincial, territorial, state, local or foreign tax Laws, in each case, as amended. To the extent that amounts are so withheld or deducted, such withheld or deducted amounts shall be treated for all purposes hereof as having been paid to the Person in respect of which such withholding was made, provided that such amounts are actually and timely remitted to the appropriate taxing authority. To the extent that the amounts so required or permitted to be deducted or withheld from any payment to a Person exceed the cash portion of the consideration otherwise payable to that Person: (i) the payor is authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to enable it to comply with such deduction or withholding requirement or entitlement, and the payor shall notify the applicable Person thereof and remit to such Person any unapplied balance of the net proceeds of such sale; or (ii) if such sale is not reasonably possible, the payor shall not be required to make such excess payment until the Person has directly satisfied any such withholding obligation and provides evidence thereof to the payor.

 

6.25.2 Allocation of Payments

 

Unless expressly provided for otherwise, if the aggregate amount paid in respect of a particular Debtholder Claim does not exceed the aggregate amount of accrued but unpaid interest plus the principal amount in respect of the obligations to which such Debtholder Claim relates, then all amounts paid or payable hereunder on account of such Debtholder Claim (including, for greater certainty, any securities received hereunder) shall be applied as follows: (i) first, in respect of the principal amount of the obligations to which such Debtholder Claim relates, and

 

(ii)    second, in respect of the accrued but unpaid interest on such obligations. Unless expressly provided for otherwise, in any other cases, all amounts paid or payable hereunder on account of a particular Debtholder Claim (including, for greater certainty, any securities received hereunder) shall be applied as follows: (i) first, in respect of the accrued but unpaid interest on the obligations to which such Debtholder Claim relates, and (ii) second, in respect of the principal amount of such obligations.

 

 

 
 -27- 

6.35.3 Fractional Interests

 

No fractional Common Shares or New Subordinated Notes shall be issued under this Plan, including any fractional interests created as a result of the Common Share Consolidation, and fractional share interests shall not entitle the owner thereof to vote or to any rights of a holder of Common Shares or New Subordinated Notes, as applicable. Any legal, equitable, contractual and any other rights or claims (whether actual or contingent, and whether or not previously asserted) of any Person with respect to fractional Common Shares or New Subordinated Notes pursuant to this Plan shall be rounded down to the nearest whole number of Common Shares or New Subordinated Notes, as applicable, without compensation therefor.

 

6.45.4 Calculations

 

All calculations and determinations made by the Applicants for the purposes of this Plan, including, without limitation, the allocation of amounts under Section 56.2 shall, subject to compliance with the Support Agreement and the Backstop Commitment Letter, be conclusive, final and binding upon the Securityholders.

 

ARTICLE 7ARTICLE 6

RELEASES

 

7.16.1 Release of Released Parties and Extinguishment of Affected Equity Claims

 

At the applicable time pursuant to Section 45.4, each of the Released Parties shall be released and discharged from all present and future actions, causes of action, damages, judgments, executions, obligations, liabilities and Claims of any kind or nature whatsoever arising on or prior to the Effective Date in connection with the Debt, the Debt Documents, the Affected Equity Claims, the Support Agreement, the Support Agreement Supplement, the Backstop Commitment Letter, the Convertible Debentureholder Support Agreement, this Plan, these proceedings, the transactions contemplated hereunder and any proceedings commenced with respect to or in connection with this Plan, the Strategic Review and any other actions or matters related directly or indirectly to the foregoing, provided that nothing in this paragraph shall release or discharge (i) any of the Released Parties from or in respect of its obligations under this Plan, the Support Agreement, the Support Agreement Supplement, the Backstop Commitment Letter, the Convertible Debentureholder Support Agreement, the New Subordinated Notes, any Amended & Restated Term Loan Document or any Continuing Guarantee, (ii) any Existing Equity Class Action Claims which shall be treated and restricted as set out in Section 67.3 below, or (iii) any Released Party from liabilities or claims (other than in relation to an Affected Equity Claim) attributable to any Released Party’s fraud, wilful misconduct, criminal act or criminal omission, as determined by the final, non-appealable judgment of a court of competent jurisdiction. Further, any and all Affected Equity Claims shall be deemed to have been fully and finally extinguished, cancelled, released, dismissed and enjoined as of the Effective Date.

 

7.26.2 Injunctions

 

All Persons are permanently and forever barred, estopped, stayed and enjoined, on and after the Effective Date, with respect to any and all Released Claims, from (i) commencing,

 

 

 
 -28- 

conducting or continuing in any manner, directly or indirectly, any action, suits, demands or other proceedings of any nature or kind whatsoever against the Released Parties, as applicable, or commencing, conducting or continuing in any manner, directly or indirectly, any action, suits, demands or other proceedings of any nature or kind whatsoever that could result in a claim for contribution of indemnity from a Released Party in respect of any and all Released Claims; (ii) enforcing, levying, attaching, collecting or otherwise recovering or enforcing by any manner or means, directly or indirectly, any judgment, award, decree or order against the Released Parties;

 

(iii)    creating, perfecting, asserting or otherwise enforcing, directly or indirectly, any lien or encumbrance of any kind against the Released Parties or their property; or (iv) taking any actions to interfere with the implementation or consummation of this Plan; provided, however, that the foregoing shall not apply to the enforcement of any obligations under this Plan

 

7.36.3 Existing Equity Class Action Claims

 

From and after the Effective Date, any Person having an Existing Equity Class Action

 

Claim against Just Energy or any of its current or former officers and/or directors shall only be permitted to continue its Existing Equity Class Action Claims to the point of determination of liability, if any, and the recovery of any such Person shall be limited to the proceeds under the Insurance Policies, to the extent available in respect of any such Existing Equity Class Action Claims, without any additional rights of enforcement or recovery as against the Released Parties. Any such Person shall be irrevocably and forever limited solely to recovery from the proceeds of the Insurance Policies payable on behalf of Just Energy or its directors and officers in respect of any such Existing Equity Class Action Claims, and such Person shall have no right to, and shall not, directly or indirectly, make any claim or seek any recoveries from any of the Released Parties or any of their respective current or former officers and directors in respect of an Existing Equity Class Action Claims, other than enforcing such Person’s rights to be paid by the applicable insurer(s) from the proceeds of the applicable Insurance Policies. Nothing in this paragraph prejudices, compromises, releases or otherwise affects (i) any right or defence of any insurer in respect of an Insurance Policy or (ii) any Person having an Existing Equity Class Action Claims from recovering against Just Energy’s current and former directors and officers for any liabilities or claims attributable to any such director or officer’s fraud, wilful misconduct, criminal act or criminal omission, as determined by the final, non-appealable judgment of a court of competent jurisdiction, provided that all defence costs of any action referred to in this subsection (ii) shall not be paid by any of the Just Energy Entities.

 

ARTICLE 8ARTICLE 7

CONDITIONS PRECEDENT TO PLAN IMPLEMENTATION

 

8.17.1 Conditions Precedent to Implementation of this Plan

 

The implementation of this Plan shall be conditional upon the fulfillment, satisfaction or waiver of the following conditions precedent:

 

(a)the Court shall have granted the Final Order and the Final Order shall have become a final order, the implementation, operation or effect of which shall not have been stayed, varied in a manner not acceptable to the Applicants, vacated or subject to pending appeal and as to which order any appeal periods relating thereto shall have expired;

 

 
 -29- 

(b)no Law shall have been passed and become effective, the effect of which makes the consummation of this Plan illegal or otherwise prohibited;

 

(c)all conditions to implementation of this Plan set out in the Support Agreement and the Support Agreement Supplement shall have been satisfied or waived by the applicable parties pursuant to the terms of the Support Agreement and the Support Agreement Supplement; and

 

(d)all conditions to implementation of this Plan set out in the Backstop Commitment Letter shall have been satisfied or waived by the applicable parties pursuant to the terms of the Backstop Commitment Letter; and

 

(e)all conditions and terms set out in the Convertible Debentureholder Support Agreement shall have been satisfied or waived by the applicable parties pursuant to the terms of the Convertible Debentureholder Support Agreement.

 

8.27.2 Effectiveness

 

This Plan will become effective in the sequence described in Section 45.4 on the filing of the Articles of Arrangement and the issuance of the Certificate of Arrangement, and shall be binding on and enure to the benefit of the Just Energy Entities, the Debtholders, the Trustees, the Term Loan Agent, all Existing Equity Holders, all Persons with any Existing Equity Class Action Claims, the Released Parties, the Affected Equity, the directors and officers of the Just Energy Entities and all other Persons named or referred to in, or subject to, this Plan and their respective successors and assigns and their respective heirs, executors, administrators and other legal representatives, successors and assigns. The Articles of Arrangement shall be filed and the Certificate of Arrangement shall be issued in each case with respect to the Arrangement in its entirety. The Certificate of Arrangement shall be conclusive evidence that the Arrangement has become effective and that each of the provisions in Section 45.4 has become effective in the sequence set forth therein. No portion of this Plan shall take effect with respect to any party or Person until the Effective Time.

 

 

ARTICLE 9ARTICLE 8

MISCELLANEOUS

 

9.18.1Waiver of Defaults

  

Except as provided in Section 16 of the Backstop Commitment Letter, from and after the Effective Time, all Persons shall be deemed to have consented and agreed to all of the provisions of this Plan in its entirety. Without limiting the foregoing, and except as provided in Section 16 of the Backstop Commitment Letter, all Persons shall be deemed to have:

 

(a)waived any and all defaults or events of default, third-party change of control rights or any non-compliance with any covenant, warranty, representation, term, provision, condition or obligation, expressed or implied, in any contract, instrument, credit document, lease, licence, guarantee, agreement for sale or other agreement, written or oral, in each case relating to, arising out of, or in connection with, the Debt or the Debt Documents, the Support Agreement, the Backstop

 

 

 
 -30- 

Commitment Letter, the Arrangement, this Plan, the transactions contemplated hereunder and any proceedings commenced with respect to or in connection with this Plan and any and all amendments or supplements thereto. Any and all notices of default and demands for payment or any step or proceeding taken or commenced in connection with any of the foregoing shall be deemed to have been rescinded and of no further force or effect, provided that nothing shall be deemed to excuse the Just Energy Entities and their respective successors from performing their obligations under this Plan; and

 

(b)agreed that, if there is any conflict between the provisions of any agreement or other arrangement, written or oral, existing between such Person and the Just Energy Entities and the provisions of this Plan, then the provisions of this Plan take precedence and priority and the provisions of such agreement or other arrangement are deemed to be amended accordingly,

 

provided, however, that notwithstanding any other provision of this Plan, nothing herein shall affect the obligations of any of the Just Energy Entities to any employee thereof in their capacity as such (for greater certainty, other than with respect to the Affected Equity and the Affected Equity Claims), including any contract of employment between any Person and any of the Just Energy Entities.

 

9.28.2 Amendments to the Plan of Arrangement

 

Subject to the terms and conditions of the Support Agreement, the Convertible

 

Debentureholder Support Agreement and the Backstop Commitment Letter and the Interim Order:

 

(a)the Applicants reserve the right to amend, restate, modify and/or supplement this Plan at any time and from time to time, provided that (except as provided in subsection (c) below) any such amendment, restatement, modification or supplement must be contained in a written document that is (i) filed with the Court (either before or as soon as practicable following the Meetings provided that written copies of any such amendments, restatements, modifications or supplements are provided at the Meetings) and, if made following the Meetings, approved by the Court, and (ii) communicated to the Securityholders in the manner required by the Court (if so required);

 

(b)any amendment, modification or supplement to this Plan may be proposed by the Applicants at any time prior to or at the Meetings, with or without any prior notice or communication (other than as may be required under the Interim Order), and if so proposed and accepted at the Meetings, shall become part of this Plan for all purposes; and

 

(c)any amendment, modification or supplement to this Plan may be made following the Meetings by the Applicants, without requiring filing with, or approval of, the Court, provided that it concerns a matter which is of an administrative nature and is required to better give effect to the implementation of this Plan and is not

 

 

 
 -31- 

materially adverse to the financial or economic interests of any of the Securityholders.

 

9.38.3 Consents, Waivers and Agreements

 

Except as provided in Section 16 of the Backstop Commitment Letter, at the Effective

 

Time, each Debtholder and any other Person affected by this Plan will be deemed to have consented and agreed to all of the provisions of this Plan in its entirety. Without limitation to the foregoing, and except as provided in Section 16 of the Backstop Commitment Letter, each Debtholder and any other Person affected by this Plan (including, without limitation, the Trustees, the Term Loan Agent, the Existing Common Shareholders and the Existing Preferred Shareholders) will be deemed:

 

(a)to have executed and delivered to the Applicants all consents, releases, assignments and waivers, statutory or otherwise, required to implement and carry out this Plan in its entirety;

 

(b)to have waived any non-compliance or default by the Just Energy Entities with or of any provision, express or implied, in any agreement or other arrangement, written or oral, existing between such Debtholder or other Person and the Just Energy Entities with respect to the Debt or the Debt Documents that has occurred or exists on or prior to the Effective Time; and

 

(c)to have agreed that, if there is any conflict between the provisions of any such agreement and the provisions of this Plan, then the provisions of this Plan take precedence and priority and the provisions of such agreement or other arrangement are deemed to be amended accordingly.

 

9.48.4 Paramountcy

 

On and from the Effective Time, any conflict between this Plan and the covenants, warranties, representations, terms, conditions, provisions or obligations, expressed or implied, of any contract, mortgage, security agreement, indenture, trust indenture, loan agreement, support agreement, commitment letter, by- laws or other agreement, written or oral, and any and all amendments or supplements thereto existing between one or more of the Debtholders, on the one hand, and any of the Applicants, on the other hand, as at the Effective Date will be deemed to be governed by the terms, conditions and provisions of this Plan and the Final Order, which shall take precedence and priority.

 

9.58.5 Credit Facility Lenders

 

Notwithstanding any other provision of this Plan, (i) nothing herein shall affect the obligations of any of the Just Energy Entities to the Credit Facility Administrative Agent, the Collateral Agent or the Credit Facility Lenders under or in connection with the Credit Agreement or any other Credit Document (as defined in the Credit Agreement), and (ii) all rights, remedies, interests, claims and entitlements of the Credit Facility Administrative Agent, the Collateral Agent and the Credit Facility Lenders under and in respect of the Credit Agreement and the other Credit Documents shall remain unaffected in all respects by this Plan (including all transactions,

 

 

 
 -32- 

releases, injunctions, waivers and deeming provisions contemplated herein). Without limiting the foregoing, the provisions of Article 67 and Sections 45.3, 45.4, 78.2, 89.1, 89.3, 89.4 and 89.910 shall not apply to the Credit Facility Administrative Agent, the Collateral Agent and the Credit Facility Lenders or the obligations of any of the Just Energy Entities to the Credit Facility Administrative Agent, the Collateral Agent or the Credit Facility Lenders under or in connection with the Credit Agreement or any other Credit Document, and the capitalized term “Persons”, as used herein, shall exclude the Credit Facility Administrative Agent, the Collateral Agent and the Credit Facility Lenders in their capacity as such.

 

9.68.6 Deeming Provisions

 

In this Plan, the deeming provisions are not rebuttable and are conclusive and irrevocable.

 

9.78.7 Severability

 

If prior to the Effective Date, any provision of this Plan is held by the Court to be invalid, void or unenforceable, the Court, at the request of Just Energy and subject to the consent of counsel to the Term Loan Debtholders, acting reasonably, may alter and/or interpret such provision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of such provision, and such provision will then be applicable as altered or interpreted and the remainder of the provisions of this Plan will remain in full force and effect and will in no way be invalidated by such alteration or interpretation.

 

9.88.8 Term Loan Debtholders and Initial Backstoppers

 

For the purposes of this Plan, the Applicants shall be entitled to rely on written confirmation from Torys LLP that the Term Loan Debtholders or the Initial Backstoppers (as defined in the Backstop Commitment Letter), as applicable, have agreed to, waived, consented to or approved a particular matter.

 

9.9Convertible Debentureholders

 

For the purposes of this Plan, the Applicants shall be entitled to rely on written confirmation from Goodmans LLP that the Supporting Convertible Debentureholders, have agreed to, waived, consented to or approved a particular matter.

 

9.108.9 Notices

 

Any notices or communication to be made or given hereunder shall be in writing and shall reflect this Plan and may, subject as hereinafter provided, be made or given by the Person making or giving it or by any agent of such Person authorized for that purpose by personal delivery, by prepaid mail or by e-mail addressed to the respective parties as follows:

 

(i)if to Just Energy:

 

Just Energy Group Inc. 

100 King Street West, Suite 2630

Toronto, Ontario

 

 

 
 -33- 

M5X 1E1

 

Attention: Jonah Davids 

Email: jdavids@justenergy.com

 

With a required copy (which shall not be deemed notice) to:

 

Osler, Hoskin & Harcourt LLP 

100 King Street West, Suite 6200

Toronto, Ontario 

M5X 1B8

 

Attention:  Marc Wasserman & Michael De Lellis

Email:         mwasserman@osler.com

    mdelellis@osler.com

 

(ii)if to the Term Loan Debtholders or the Initial Backstoppers

 

Torys LLP 

79 Wellington St., 30th Floor

Toronto, Ontario M5K 1N2

 

Attention: Tony DeMarinis

Email: tdemarinis@torys.com

 

(iii)if to the Supporting Convertible Debentureholders

 

Goodmans LLP

333 Bay Street., 34th Floor

Toronto, Ontario M5H 2S7

 

Attention: Robert J. Chadwick

Email: rchadwick@goodmans.ca

 

or to such other address as any party above may from time to time notify the others in accordance with this Section 89.89. In the event of any strike, lock-out or other event which interrupts postal service in any part of Canada, all notices and communications during such interruption may only be given or made by personal delivery or by email and any notice or other communication given or made by prepaid mail within the five (5) Business Day period immediately preceding the commencement of such interruption, unless actually received, shall be deemed not to have been given or made. Any such notices and communications so given or made shall be deemed to have been given or made and to have been received on the day of delivery if delivered, or on the day of emailing, provided that such day in either event is a Business Day and the communication is so delivered or emailed before 5:00 p.m. on such day. Otherwise, such communication shall be deemed to have been given and made and to have been received on the next following Business Day. The unintentional failure by the Applicants to give a notice contemplated hereunder to any

 

 
 -34- 

particular Securityholder shall not invalidate this Plan or any action taken by any Person pursuant to this Plan.

 

9.118.10 Further Assurances

 

Notwithstanding that the transactions and events set out herein will occur and be deemed to occur in the order set out in this Plan without any further act or formality, each of the Persons named or referred to in, affected by or subject to, this Plan will make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them to carry out the full intent and meaning of this Plan and to give effect to the transactions contemplated herein.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 99.3

 

LEGAL_1:62477873.3 MATERIAL CHANGE REPORT 1. Name and Address of Company Just Energy Group Inc. (the “ Company ”) 6345 Dixie Road, Suite 200 Mississauga, ON L5T 236 2. Date of Material Change August 26, 2020 3. News Release A news release with respect to the material change summarized in this material change report was issued by the Company on August 26 , 2020 , through the facilities of Globenewswire and filed on the System for Electronic Document Analysis and Retrieval (“ SEDAR ”) . A copy of the news release is attached hereto as Schedule “A” . 4. Summary of Material Change On August 26 , 2020 , the Company announced that it amended certain terms of its previously announced recapitalization transaction (the “ Recapitalization ”) described in the Company’s management proxy circular dated July 17 , 2020 (the “ Proxy Circular ”) . The amended terms announced on August 26 , 2020 (the “ Amended Terms ”) are limited to (i) the payment by the Company of accrued and unpaid interest in cash on the Company’s outstanding C $ 100 million 6 . 75 % subordinated convertible debentures due March 31 , 2023 and C $ 160 million 6 . 75 % subordinated convertible debentures due December 31 , 2021 (together, the “ Subordinated Convertible Debentures ”) to the closing date of the Recapitalization, (ii) the issuance by the Company of C $ 15 million principal amount of new subordinated notes to the holders of the Subordinated Convertible Debentures, (iii) the payment by the Company of certain expenses of the ad hoc group of convertible debenture holders and (iv) the issuance by the Company of approximately C $ 3 . 67 million of common shares by way of an additional private placement to the Company’s term loan lenders at the same subscription price available to all securityholders pursuant to the New Equity Subscription Offering (as defined in the Proxy Circular), the proceeds of which will partially offset the incremental cash costs noted above . An amended version of the Company’s plan of arrangement (the “ Plan of Arrangement ”) pursuant to which the Recapitalization is to be implemented in the Company’s proceedings under the Canada Business Corporations Act reflecting the Amended Terms, as well as a blackline of the amended Plan of Arrangement to the version included in the Proxy Circular, are available under the Company’s SEDAR profile at www . sedar . com and on the Company’s website at www . justenergygroup . com . A blackline of the amended Plan of Arrangement to the version included in the Proxy Circular is also attached hereto as Schedule “B” .

 

 

LEGAL_1:62477873.3 5. Full Description of Material Change A full description of the material change is set forth in Schedule “A”, which information is supplemented by the information set out in Schedule “B” ( Blackline of Amended Plan of Arrangement ) . 6. Reliance on Subsection 7.1(2) of National Instrument 51 - 102 Not applicable. 7. Omitted Information N on e . 8. Executive Officer: For further information, contact Scott Gahn, Chief Executive Officer at (713) 412 - 8314. 9. Date of Report: August 26, 2020

 

 

LEGAL_1:62477873.3 Schedule “A” News Release See attached.

 

 

Just Energy Announces Amendments to Recapitalization Plan, Support Agreements with Convertible Debenture Holders, and Updated Timing for Approval Votes • Pursuant to amendments, Just Energy to pay accrued and unpaid interest in cash on convertible debentures until closing of the Recapitalization and issue C$15 million principal amount of new subordinated notes to holders of convertible debentures • Just Energy receives commitment of support from a significant block of convertible debenture holders for the Company’s comprehensive plan to strengthen and de - risk the business • Recapitalization has a high degree of stakeholder support, as demonstrated by preliminary voting results together with the votes of the Supporting Debentureholders • To enable stakeholder consideration of the updated terms, the Company will postpone required approval votes to August 27, 2020 • Business as usual continues for employees, customers and suppliers enhanced by the relationship with a financially stronger Just Energy TORONTO, Aug . 26 , 2020 -- Just Energy Group Inc . (“Just Energy” or the “Company”) (TSX : JE ; NYSE : JE), a retail energy provider specializing in electricity and natural gas commodities and bringing energy efficient solutions and renewable energy options to customers, today announced updated terms for the Company’s proposed recapitalization plan (the “Recapitalization”) and commitments of support for the Recapitalization from holders of approximately C $ 68 million principal amount of the Company’s outstanding C $ 100 million 6 . 75 % subordinated convertible debentures due March 31 , 2023 (TSX : JE . DB . D) and C $ 160 million 6 . 75 % subordinated convertible debentures due December 31 , 2021 (TSX : JE . DB . C) (together, the “ Subordinated Convertible Debentures ”) . The Recapitalization is part of a comprehensive plan that will strengthen and de - risk the business and position Just Energy for sustainable growth as an independent industry leader . The Recapitalization will be facilitated through a plan of arrangement (the “Plan of Arrangement”) under the Canada Business Corporations Act (“CBCA”), as previously announced July 8 , 2020 and more fully described in the Company’s management proxy circular dated July 17 , 2020 . Pursuant to the amendments to the previously announced Recapitalization, Just Energy will: • pay accrued and unpaid interest in cash on the Subordinated Convertible Debentures until closing of the Recapitalization, • issue C $ 15 million principal amount of new subordinated notes (the “New Subordinated Notes”) to holders of the Subordinated Convertible Debentures, which New Subordinated Notes will have a six - year maturity and will bear an annual interest rate of 7 % (which shall only be payable in kind semi - annually), • pay certain expenses of the ad hoc group of convertible debenture holders, and • issue approximately C $ 3 . 67 million of common shares by way of an additional private placement to the Company’s term loan lenders at the same subscription price available to all securityholders pursuant to the New Equity Subscription Offering, proceeds of which will partially offset the incremental cash costs noted above . All other terms of the Recapitalization remain unchanged. The Recapitalization has a high degree of stakeholder support, as demonstrated by preliminary voting results together with the votes of the Supporting Debentureholders . “We are pleased to see the widespread support for this Recapitalization transaction, because it is the best path forward to create a financially strengthened Just Energy positioned for long - term growth,” said R . Scott Gahn, Just Energy’s President and Chief Executive Officer . “As always, we are committed to providing high - quality services to our customers, and business will continue as usual for all our customers, employees and business partners while we undertake this process . ” To provide securityholders more time to consider the amendments before voting, the Company has postponed its Special Meeting of Shareholders and meetings of applicable creditor classes (collectively, the “Meetings”) to August 27 , 2020 , with a new deadline for proxies . Updated Meeting Information The schedule for the Meetings and the applicable proxy deadline for each meeting is: Meeting Location Time & Date Proxy Deadline Senior Unsecured Debtholders’ Meeting Vantage Venues, 150 King Street West, 27th floor, 8:00 a.m. (Toronto time) on August 27, 2020 6:00 p.m. (Toronto time) on August 26, 2020

 

 

Convertible Debentureholders’ Meeting Meeting Room L1, Toronto, Ontario M5H 1J9 8:30 a.m. (Toronto time) on August 27, 2020 6:00 p.m. (Toronto time) on August 26, 2020 Shareholders’ Meeting 9:00 a.m. (Toronto time) on August 27, 2020 6:00 p.m. (Toronto time) on August 26, 2020 Annual Meeting 9:30 a.m. (Toronto time) on August 27, 2020 6:00 p.m. (Toronto time) on August 26, 2020 The July 23 , 2020 record date in respect of each of the Meetings remains unchanged . The deadline to elect to participate in the New Equity Subscription Offering, and to fund the associated aggregate Subscription Price, remains 5 : 00 p . m . (Toronto time) on August 28 , 2020 . Significant Stakeholder Support In addition to receiving an amended support agreement from its senior unsecured term loan lenders, the Company has now entered into support agreements with holders of approximately $ 68 million principal amount of Subordinated Convertible Debentures (the “ Supporting Debentureholders ”) . All Supporting Debentureholders have agreed to vote in favour of the Plan of Arrangement pursuant to which the Recapitalization is to be implemented under the CBCA . Based on proxies submitted as at the original proxy deadline and together with the votes of the Supporting Debentureholders, securityholders have voted in favor of the Recapitalization as follows : Security Class Percentage FOR Senior Unsecured Debtholders’ Meeting 99.35% Convertible Debentureholders’ Meeting 89.44% Shareholders’ Meeting 94.97% Securityholders who have already cast their votes in respect of the Recapitalization do not need to re - submit their votes, unless they wish to change their votes . Just Energy’s Board of Directors has approved the amended Recapitalization and unanimously recommends all holders of existing senior unsecured term debt, subordinated convertible debentures, preferred shares and common shares support the Recapitalization . Just Energy’s financial advisor, BMO Capital Markets, has provided an opinion to Just Energy’s Board of Directors that the terms of the amended Recapitalization are fair, from a financial point of view, to the holders of its Eurobond, Subordinated Convertible Debentures, Preferred Shares, and common shares . The implementation of the Recapitalization is expected in September 2020 , pending all approvals, including court, regulatory and senior creditor approval . About Just Energy Group Inc . Just Energy is a consumer company focused on essential needs, including electricity and natural gas health and well - being, such as water quality and filtration devices ; and utility conservation, bringing energy efficient solutions and renewable energy options to consumers . Currently operating in the United States and Canada, Just Energy serves residential and commercial customers . Just Energy is the parent company of Amigo Energy, EdgePower Inc . , Filter Group Inc . , Hudson Energy, Interactive Energy Group, Tara Energy, and TerraPass . Visit https : //investors . justenergy . com/ to learn more . Also, find us on Facebook and follow us on Twitter . FORWARD - LOOKING STATEMENTS This press release may contain forward - looking statements . These statements are based on current expectations that involve a number of risks and uncertainties which could cause actual results to differ from those anticipated . These statements are based on current expectations that involve several risks and uncertainties which could cause actual results to differ from those anticipated . These risks include, but are not limited to, risks with respect to raising new equity capital and the exchange of debt ; the proposed recapitalization transaction resulting in a financially stronger Company ; reducing the Company’s existing debt and interest expense (including the amounts thereof) ; proceedings under the CBCA ; implementing a Plan of Arrangement ; issuing new equity ; the allocation of any new equity ; addressing certain obligations as part of a proposed recapitalization transaction ; risks associated with the proposed recapitalization transaction, including the inability to complete a proposed recapitalization transaction or complete a proposed recapitalization transaction in a timely or efficient manner ; the inability to reduce the Company’s debt and/or interest payments, proceedings under the CBCA ; issuing and allocating new equity including the dilution of the Company’s outstanding common shares ; the value of existing equity following the completion of a recapitalization ; the impact of the evolving COVID - 19 pandemic on the Company’s business, operations and sales ; reliance on suppliers ; uncertainties relating to the ultimate spread, severity and duration of COVID - 19 and related adverse effects on the economies and financial markets of countries in which the Company operates ; the ability of the Company to successfully implement its business continuity plans with respect to the COVID - 19 pandemic ; the Company’s ability to access sufficient capital to provide liquidity to manage its cash flow requirements ; general economic, business and market conditions ; the ability of management to execute its business plan ; levels of customer natural gas and electricity consumption ; extreme weather conditions ; rates of customer additions and renewals ; customer credit risk ; rates of customer attrition ; fluctuations in natural gas and electricity prices ; interest and exchange rates ; actions taken by governmental authorities including energy marketing regulation ; increases in taxes and changes in government regulations and incentive programs ; changes in regulatory regimes ; results of litigation and decisions by regulatory authorities ; competition ; the

 

 

performance of acquired companies and dependence on certain suppliers . Additional information on these and other factors that could affect Just Energy’s operations, financial results or dividend levels are included in Just Energy’s annual information form and other reports on file with Canadian securities regulatory authorities which can be accessed through the SEDAR website at www . sedar . com on the U . S . Securities and Exchange Commission’s website at www . sec . gov or through Just Energy’s website at www . justenergygroup . com . Neither the Toronto Stock Exchange nor the New York Stock Exchange has approved nor disapproved of the information contained herein . FOR FURTHER INFORMATION PLEASE CONTACT : Jim Brown Chief Financial Officer Just Energy 713 - 544 - 8191 jbrown@justenergy.com or Investors Michael Cummings Alpha IR Phone: (617) 982 - 0475 JE@alpha - ir.com Media Boyd Erman Longview Communications Phone: 416 - 523 - 5885 berman@longviewcomms.ca Source: Just Energy Group Inc.

 

 

LEGAL_1:62477873.3 Schedule “B” Blackline of Amended Version of Plan of Arrangement See attached.

 

 

Court File No. CV - 20 - 00643596 - 00CL ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST IN THE MATTER OF AN APPLICATION UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT , R.S.C. 1985, c. C - 44, AS AMENDED AND IN THE MATTER OF RULE 14.05(2) OF THE RULES OF CIVIL PROCEDURE AND IN THE MATTER OF A PROPOSED ARRANGEMENT OF JUST ENERGY GROUP INC. AND 12175592 CANADA INC. PLAN OF ARRANGEMENT July 17 Augus t 25 , 2020 Blackline against version of the Plan appended as Appendix F to Just Energy's management proxy circular dated July 17, 2020

 

 

TABLE OF CONTENTS Page ART I C L E 1 I NTERPRETAT I ON 1 1. Definition s 1 2. Article s o f Reference 1 2 3 3. I n terpretatio n No t Affecte d b y Heading s 1 2 3 4. Gende r an d Number 1 2 3 5. Dat e fo r an y Actio n 1 2 4 6. Tim e 1 2 4 7. Statutory Reference s 1 2 4 8. Successor s an d Assign s 1 3 4 9. Currenc y 1 3 4 10. Governin g La w 1 3 4 ARTICLE 2 TREATMENT OF NOTEHOLDERS AND EXISTING SHAREHOLDERS 1 3 4 1. Treatment of Senior Unsecured Debtholders 1 3 4 2. Treatment of Convertible Debentureholders 1 4 5 3. Treatment of Existing Equity Holders 1 4 5 4. Treatment of Backstoppers 1 5 6 5. Unaffecte d Person s 1 5 6 ARTICLE 3 17 Privat e Placemen t 17 3.1 I s suanc e o f Privat e Placemen t Share s 17 ART I C L E 4 I SSUANCES, D I STR I BUTION S AN D ELECTION S 1 5 7 3 4 .1 Deliver y o f Ne w Ter m Loan s 1 5 7 3.2 2. Deliver y o f Ne w Subordinate d Notes 17 3. Deliver y o f Ne w Commo n Share s 1 5 7 3 4 . 3 4 N o L iability i n Respec t o f Deliverie s 1 6 8 3 4 . 4 5 Election to Participat e in Ne w Equity Offerin g 1 6 8 ART I C L E 4 5 ARRANGEMEN T 1 7 9 1. Corporate Authorizations 1 7 9 2. Articles of Arrangement and Effective Date. 1 7 9 3. Binding Effect 1 7 9 4. The Arrangement 18 20 5. Securitie s L a w Matter s 2 1 4 5 .6 State d Capital 2 2 4 ART I C L E 5 6 I MP L EMENTAT I O N O F ARRANGEMEN T 2 2 4 5 6 .1 Withholding Rights 2 2 4 - i -

 

 

TABLE OF CONTENTS (continued) - ii - Page 5 6 .2 Allocatio n o f Pa y ments 2 3 5 3. Fractiona l I nterest s 2 3 5 4. Calculations 2 3 5 ART I C L E 6 7 RE L EASES 2 3 6 7 .1 Release of Released Parties and Extinguishment of Affected Equity Claims 2 3 6 2. I njunctions 2 4 6 3. Existing Equity Class Action Claims 2 4 6 ART I C L E 7 8 COND I T I ON S PRECEDEN T TO P L A N I MP L EMENTAT I O N 2 5 7 1. Conditions Preceden t to I mplementation of this Pla n 2 5 7 2. Effectiveness 2 5 7 ART I C L E 8 9 M I SCE L LANEOU S 2 5 8 9 .1 Waive r o f Defaults 2 5 8 9 .2 Amendment s t o th e Pla n o f Arrangemen t 2 6 8 9 .3 Consents , Waiver s an d Agreements 2 7 9 8 9 .4 Paramountc y 27 30 8.5 5. Credi t Facilit y L enders 30 6. Deemin g Provision s 2 30 9. 7 8.6 Severabilit y 28 30 8 9 . 7 8 Ter m Loa n Debtholder s an d I nitia l Backstopper s 28 30 8 9 . 8 9 Notice s 28 31 8 9 . 9 10 Furthe r Assurance s 3 2 9

 

 

PLAN OF ARRANGEMENT UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT ARTICLE 1 INTERPRETATION 1.1 Definitions “ $ 100 Million Convertible Debentures ” means the $ 100 , 000 , 000 aggregate principal amount of 6 . 75 % convertible unsecured senior subordinated debentures of the Company maturing March 31 , 2023 , issued on February 22 , 2018 pursuant to the $ 100 Million Debenture Indenture . “ $ 100 Million Debenture Indenture ” means the trust indenture made as of February 22 , 2018 between the Company and the $ 100 Million Debenture Trustee, as may be supplemented, amended or restated from time to time . “ $ 100 Million Debenture Trustee ” means Computershare as trustee under the $ 100 Million Debenture Indenture . “ 121 Canada ” means 12175592 Canada Inc . “ $ 150 Million Bond Trustee ” means U . S . Bank Trustees Limited as trustee under the $ 150 Million Convertible Bonds Trust Deed . “ $ 150 Million Convertible Bonds ” means the US $ 150 million aggregate principal amount of the 6 . 5 % convertible bonds of the Company issued on January 29 , 2014 , pursuant to the $ 150 Million Convertible Bonds Trust Deed . “ $ 150 Million Convertible Bonds Trust Deed ” means the trust deed dated as of January 29 , 2014 , between the Company, the $ 150 Million Bond Trustee and Elavon Financial Services Limited, UK Branch . “ $ 160 Million Convertible Debentures ” means the $ 160 , 000 , 000 aggregate principal amount of 6 . 75 % convertible unsecured senior subordinated debentures of the Company maturing December 31 , 2021 , issued on October 5 , 2016 pursuant to the $ 160 Million Debenture Indenture . “ $ 160 Million Debenture Indenture ” means the trust indenture made as of October 5 , 2016 between the Company and the $ 160 Million Debenture Trustee as may be supplemented, amended or restated from time to time . “ $ 160 Million Debenture Trustee ” means Computershare as trustee under the $ 160 Million Debenture Indenture . “ Additional Subscription Shares ” means the “Additional Subscription Shares” (as defined in the Backstop Commitment Letter) that may be issued following the Common Share

 

 

- 2 - Consolidation to the Backstoppers pursuant to the Backstop Commitment Letter and Section 4 5 . 4 of this Plan . “ Affected Equity ” means the securities referred to in clause (ii) of the definition of “Existing Equity” . “ Affected Equity Claims ” means an equity claim (as defined in section 2 ( 1 ) of the Companies’ Creditors Arrangement Act ) in respect of the Just Energy Entities, other than an Existing Equity Class Action Claim . “ Allotted Offered Shares ” means, with respect to a Participating Securityholder, the number of Offered Shares determined by dividing that Participating Securityholder’s Subscription Amount by the Subscription Price . “ Amended & Restated Term Loan Agreement ” means the amended and restated Term Loan Agreement, in the form appended to the Support Agreement, which, for the avoidance of doubt, shall not constitute a Senior Unsecured Debt Document . “ Amended & Restated Term Loan Documents ” means the Amended & Restated Term Loan Agreement and all related documentation required under the Amended & Restated Term Loan Agreement, including without limitation, all guarantees and security documentation related thereto and required by Section 3 . 01 thereof to be delivered as a condition precedent to the effectiveness of the Amended & Restated Term Loan Agreement and for greater certainty, includes the Continuing Guarantees . “ Applicants ” means, collectively, Just Energy and 121 Canada . “ Arrangement ” means an arrangement under section 192 of the CBCA on the terms and subject to the conditions set out in this Plan, subject to any amendments or variations thereto made in accordance with the Support Agreement, the Backstop Commitment Letter and this Plan or made at the direction of the Court in the Interim Order or the Final Order . “ Arrangement Resolution ” means, collectively, the resolutions of the Senior Unsecured Debtholders, the Convertible Debentureholders and the Shareholders, in substantially the form attached to the Information Circular, to be considered at the Meetings to, among other things, approve the Arrangement and this Plan . “ Articles of Arrangement ” means the articles of arrangement of the Applicants in respect of the Arrangement required under Subsection 192 ( 6 ) of the CBCA to be sent to the Director after the Final Order is made, which shall include this Plan, with any such modifications as may be acceptable to the Applicants and made in accordance with the terms of the Support Agreement and the Backstop Commitment Letter . “ Backstop Commitment ” means the commitment of each Backstopper to purchase its share of the Backstopped Shares, pursuant to and in accordance with the terms of this Plan, the Interim Order, the Final Order and the Backstop Commitment Letter .

 

 

- 3 - “ Backstop Commitment Fee ” means a cash commitment fee in the amount of US $ 2 , 190 , 000 , which is payable in accordance with the Backstop Commitment Letter and shall be applied by the Initial Backstoppers to purchase the Backstop Commitment Fee Shares . “ Backstop Commitment Fee Shares ” means the aggregate of 367 , 040 Common Shares to be issued following the Common Share Consolidation to the Initial Backstoppers in accordance with the Backstop Commitment Letter and Section 4 5 . 4 of this Plan . “ Backstop Commitment Letter ” means the backstop commitment letter dated as of July 8 , 2020 among Just Energy and the Backstoppers, pursuant to which the Backstoppers agreed to, among other things, acquire any of the Offered Shares not otherwise purchased by Eligible Securityholders pursuant to the New Equity Offering . “ Backstop Funding Fee ” means a cash funding fee in the amount of US $ 2 , 920 , 000 , which is payable in accordance with the Backstop Commitment Letter and shall be applied by the applicable Backstoppers to purchase the Backstop Funding Fee Shares . “ Backstop Funding Fee Shares ” means the aggregate of 489 , 386 Common Shares to be issued following the Common Share Consolidation to the applicable Backstoppers in accordance with the Backstop Commitment Letter and Section 4 5 . 4 of this Plan . “ Backstop Percentage ” means, with respect to each Backstopper, its Backstop Commitment divided by the aggregate Backstop Commitments of all Backstoppers . “ Backstopped Shares ” means the Offered Shares, excluding the Offered Shares to be issued to Participating Securityholders . “ Backstoppers ” means those Persons who have entered into the Backstop Commitment Letter and any Person (or their permitted assigns) that executes a Joinder (as defined in the Backstop Commitment Letter) and becomes a party to the Backstop Commitment Letter in accordance therewith . “ Bondholders ” means holders of the $ 150 Million Convertible Bonds . “ Business Day ” means any day, other than a Saturday or a Sunday or civic holiday, on which commercial banks are generally open for business in Toronto, Ontario . “ Canadian Securities Commissions ” means, collectively, the applicable securities commissions or regulatory authorities in each of the provinces and territories of Canada . “ Canadian Securities Laws ” means, collectively, and, as the context may require, the applicable securities laws of each of the provinces and territories of Canada, and the respective regulations and rules made under those securities laws together with all applicable published policy statements, instruments, blanket orders and rulings of the Canadian Securities Commissions and all discretionary orders or rulings, if any, of the Canadian Securities Commissions made in connection with the transactions contemplated by this Agreement together with applicable published policy statements of the Canadian Securities Administrators, as the context may require .

 

 

- 4 - “ CBCA ” means the Canada Business Corporations Act , R.S.C. 1985, c. C - 44. “ CDS ” means CDS Clearing and Depository Services Inc., or any of its successors or assigns. “ Certificate of Arrangement ” means the certificate of arrangement to be issued by the Director pursuant to Section 192 ( 7 ) of the CBCA giving effect to the Articles of Arrangement and this Plan in accordance with Section 262 of the CBCA . “ Claims ” means any right or claim of any Person that may be asserted or made in whole or in part against the applicable Persons, or any of them, in any capacity, whether or not asserted or made, in connection with any indebtedness, liability or obligation of any kind whatsoever, and any interest accrued thereon or costs payable in respect thereof, whether at law or in equity, including by reason of the commission of a tort (intentional or unintentional), by reason of any breach of contract or other agreement (oral or written), by reason of any breach of duty (including, any legal, statutory, equitable or fiduciary duty) or by reason of any equity interest, right of ownership of or title to property or assets or right to a trust or deemed trust (statutory, express, implied, resulting, constructive or otherwise), and together with any security enforcement costs or legal costs associated with any such claim, and whether or not any indebtedness, liability or obligation is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, unsecured, perfected, unperfected, present or future, known or unknown, by guarantee, warranty, surety or otherwise, and whether or not any right or claim is executory or anticipatory in nature, including any claim made or asserted against the applicable Persons, or any of them, through any affiliate, subsidiary, associated or related Person, or any right or ability of any Person to advance a claim for an accounting, reconciliation, contribution, indemnity, restitution or otherwise with respect to any matter, grievance, action (including any class action or proceeding before an administrative or regulatory tribunal), cause or chose in action, whether existing at present or commenced in the future . “ Clearstream ” means Clearstream Banking, or any of its successors or assigns. “ Collateral Agent ” means National Bank of Canada, in its capacity as collateral agent for the Senior Secured Creditors . “ Common Share Consolidation ” means the consolidation of the Existing Common Shares on the basis of one ( 1 ) Common Share for every thirty - three ( 33 ) Existing Common Shares . As a result, the Existing Common Shares will be consolidated into 4 , 595 , 169 Common Shares following the Common Share Consolidation . “ Common Shareholder ” means a holder of Common Shares. “ Common Shares ” means common shares in the capital of Just Energy. “ Company ” or “ Just Energy ” means Just Energy Group Inc. “ Computershare ” means Computershare Trust Company of Canada.

 

 

- 5 - “ Continuing Guarantees ” means any guarantee or lien documentation provided by any Person other than a Just Energy Entity in favour of the Term Loan Agent on behalf of the lenders under the Term Loan Agreement which, for the avoidance of doubt, shall not constitute a Senior Unsecured Debt Document . “ Convertible Debenture Debt Documents ” means, collectively : (i) the $ 160 Million Debenture Indenture ; (ii) the $ 100 Million Debenture Indenture ; and (iii) all related documentation . “ Convertible Debenture Exchange Shares ” means the aggregate 9 , 339 , 379 Common Shares to be issued following the Common Share Consolidation to Convertible Debentureholders in exchange for their Convertible Debentureholder Claims in accordance with Section 4 5 . 4 of this Plan, subject to Section 5 6 . 3 of this Plan . “ Convertible Debentureholder Claims ” means all Obligations in respect of the Convertible Debentures and the Convertible Debenture Debt Documents . “ Convertible Debentureholder Pro Rata Share ” means the percentage that the principal amount of Convertible Debentures held by a Convertible Debentureholder bears to the aggregate principal amount of all Convertible Debentures immediately prior to the Effective Time . “ Convertible Debentureholder Support Agreement ” means the support agreement (and all schedules and exhibits thereto) among Just Energy and certain Convertible Debentureholders dated August 25 , 2020 , as the same may be amended or restated from time to time in accordance wit h it s terms . “ Convertible Debentureholders ” means the holders of the Convertible Debentures . “ Convertible Debentureholders’ Meeting ” means the meeting of the Convertible Debentureholders to be held on the Meeting Date in accordance with the Interim Order to consider and, if deemed advisable, approve the Arrangement Resolution and to consider such other matters as may properly come before such meeting, and any adjournment(s) or postponement(s) thereof . “ Convertible Debentures ” means, collectively, the $ 160 Million Convertible Debentures and the $ 100 Million Convertible Debentures . “ Corporation Released Parties ” means, collectively, the Just Energy Entities, and each of their respective current and former directors, officers, managers, partners, employees, auditors, financial advisors, legal counsel and agents . “ Court ” means the Ontario Superior Court of Justice (Commercial List) . “ Credit Agreement ” means the eighth amended and restated credit agreement dated as of April 18 , 2018 , by and among Just Energy Ontario L . P . , Just Energy (U . S . ) Corp . , as borrowers, the Credit Facility Administrative Agent and the Credit Facility Lenders, as such credit agreement may be amended, restated, supplemented or otherwise modified from time to time .

 

 

- 6 - “ Credit Facility Administrative Agent ” means National Bank of Canada, in its capacity as administrative agent for the Credit Facility Lenders . “ Credit Facility Lenders ” means each of the lenders party to the Credit Agreement from time to time and each of their respective affiliates that is a cash management services provider and/or a hedge provider to any of the Just Energy Entities . “ Debt ” means the debt outstanding under the Debt Documents. “ Debt Documents ” means, collectively, the Senior Unsecured Debt Documents and the Convertible Debenture Debt Documents . “ Debtholder Claims ” means, collectively, the Senior Unsecured Debtholder Claims and the Convertible Debentureholder Claims . “ Debtholder Released Parties ” means, collectively, (i) the Trustees and the Term Loan Agent, (ii) the Term Loan Debtholders, (iii) the Backstoppers , (iv) Supporting Convertible Debentureholders and ( iv v ) for each of the entities named in the foregoing clauses (i) through ( iii iv ), each of their respective current and former directors, officers, managers, partners, employees, auditors, financial advisors, legal counsel and agents . “ Debtholders ” means, collectively, the Senior Unsecured Debtholders and the Convertible Debentureholders . “ Director ” means the Director appointed under Section 260 of the CBCA. “ DSGs ” means deferred share grants of the Company issued pursuant to the 2010 Directors’ Compensation Plan, as amended from time to time. “ DTC ” means the Depository Trust & Clearing Corporation, or any of its successors or assigns. “ Effective Date ” means the date shown on the Certificate of Arrangement issued by the Director. “ Effective Time ” means 12:01 a.m. on the Effective Date or such other date or time as the Applicants may determine. “ Eligible Securityholder ” means a Person that : (i) is on the Record Date a Senior Unsecured Debtholder, Convertible Debentureholder or Common Shareholder ; or (ii) a Holding Preferred Shareholder ; and (iii) if such Person referred to in (i) or (ii) is resident outside of Canada or the United States, is qualified to participate in the New Equity Offering in accordance with the laws of its jurisdiction of residence and has provided evidence satisfactory to Just Energy to demonstrate such qualification . “ Equity Allocation ” means: (i) in respect of the Senior Unsecured Debtholders, 1,476,957 Offered Shares; (i) in respect of the Convertible Debentureholders, 16,781,687 Offered Shares;

 

 

- 7 - in respect of the Preferred Shareholders, 2,796,948 Offered Shares; and (ii) (iii) in respect of the Common Shareholders, 8,256,938 of the Offered Shares. “ Escrow Agent ” means the escrow agent appointed pursuant to the Escrow Agreement. “ Escrow Agreement ” means an escrow agreement on customary terms and conditions to be entered into in connection with the New Equity Offering, in form and substance acceptable to the Company and the Initial Backstoppers, each acting reasonably. “ Euroclear ” means Euroclear Bank SA/NV, as operator of the Euroclear System, or any of its successors or assigns. “ Existing Common Shareholders ” means holders of Existing Common Shares. “ Existing Common Shares ” means the Common Shares of Just Energy issued and outstanding on the Effective Date immediately prior to the Effective Time but excluding, for greater certainty, the Offered Shares . “ Existing Equity ” means : (i) all Existing Common Shares, Existing Preferred Shares, RSGs, PBGs and DSGs and (ii) all options, warrants, rights or similar instruments derived from, relating to, or exercisable, convertible or exchangeable therefor (including, for the avoidance of doubt, such rights existing under the Purchase Agreement dated September 10 , 2018 among the Company and 8704104 Canada Inc . , among others, and the documents ancillary thereto), in each case that are issued and outstanding immediately prior to the Effective Time . “ Existing Equity Class Action Claims ” means, collectively : (i) Civil Action 20 - 590 Thaddeus White, et al . v . Just Energy Group Inc . , et al .; (ii) Gilchrist v . Just Energy Group Inc, . et al . (Ontario Superior Court of Justice, Court File No . CV - 19 - 627174 - 00 CP) commenced on September 11 , 2019 ; (iii) S aha v . Just Energy Group Inc . , et al . (Ontario Superior Court of Justice, Court File No . CV - 19 - 630737 - 00 CP) ; and (iv) any claim for contribution or indemnity in respect of or related to those claims listed in (i) to (iii) above . “ Existing Equity Holders ” means holders of any Existing Equity. “ Existing Preferred Shareholders ” means holders of Existing Preferred Shares. “ Existing Preferred Shares ” means the Preferred Shares of Just Energy issued and outstanding on the Effective Date immediately prior to the Effective Time . “ Final Order ” means the final order of the Court approving this Plan and providing for the treatment of Existing Equity Class Action Claims and Affected Equity Claims as contemplated herein, as such order may be amended at any time prior to the Effective Date or, if appealed, then unless such appeal is withdrawn or denied, as affirmed or amended on appeal . “ Governmental Entity ” means any government, regulatory authority, governmental department, agency, commission, bureau, official, minister, Crown corporation, court, board, tribunal or dispute settlement panel or other law, rule or regulation - making organization or entity : (a) having

 

 

- 8 - or purporting to have jurisdiction on behalf of any nation, province, territory or state or any other geographic or political subdivision of any of them ; or (b) exercising, or entitled or purporting to exercise any administrative, executive, judicial, legislative, policy, regulatory or axing authority or power . “ Holding Preferred Shareholder ” in respect of a Preferred Share, means a Preferred Shareholder of such Preferred Share as of the Record Date that continues to hold all such Preferred Shares held as of the Record Date until the Effective Date . “ Information Circular ” has the meaning ascribed thereto in the Interim Order . “ Initial Backstoppers ” means the Backstoppers that executed the Backstop Commitment Letter on July 8 , 2020 . “ Insurance Policies ” means, collectively, the insurance policies of Just Energy that are available to pay insured claims in respect of Just Energy or its current or former directors and officers including, without limitation, Existing Equity Class Action Claims . “ Interim Order ” means the interim order of the Court pursuant to Section 192 ( 4 ) of the CBCA, containing declarations and directions with respect to the Arrangement and the Meetings issued pursuant to the application of the Applicants, as such order may be amended or supplemented by further order of the Court at any time prior to the Effective Date or, if appealed, then unless such appeal is withdrawn or denied, as affirmed or amended on appeal . “ Intermediary ” means a broker, custodian, investment dealer, nominee, bank, trust company or other intermediary, and “ Intermediaries ” means more than one Intermediary . “ Just Energy Entities ” means, collectively, Just Energy and all of its direct and indirect subsidiaries . “ Law ” or “ Laws ” means any law, statute, order, decree, consent decree, judgment, rule regulation, ordinance or other pronouncement having the effect of law whether in Canada, the United States or any other country, or any domestic or foreign state, county, province, city or other political subdivision or of any Governmental Entity . “ Majorit y S upportin g C onvertibl e Debentureholders ” means, collectively, Supporting Convertible Debentureholders holding in aggregate more than half ( 50 % ) of the aggregate principal amount of Convertible Debentures held by all Supporting Convertible Debentureholders , a t the applicabl e time . “ Management Incentive Plan ” means a new management incentive plan for employees of the Just Energy Entities, which shall provide for the granting of awards comprised of shares of Just Energy as determined by the board of directors of the reorganized Just Energy (or the applicable compensation committee) following the Effective Date, with grants thereunder not to exceed 5 % of the issued and outstanding Common Shares following the Effective Date . “ Meeting Date ” means August 25 , 2020 , subject to any postponement or adjournment of that date pursuant to the Interim Order or any other Order .

 

 

- 9 - “ Meetings ” means, collectively, the Shareholders’ Meeting, the Senior Unsecured Debtholders’ Meeting and the Convertible Debentureholders’ Meeting . “ New Common Shares ” means, collectively, the Senior Unsecured Debtholder Exchange Shares, the Convertible Debenture Exchange Shares, the Preferred Shareholder Exchange Shares and , the Offered Shares an d th e Privat e Placemen t Shares . “ New Directors ” means James Bell, Scott Gahn, Tony Horton, Steven Murray, Dallas Ross, Steven Schaefer and Marcie Zlotnik . “ New Equity Offering ” means the offering of Offered Shares to Eligible Securityholders pursuant to this Plan . “ New Equity Offering Right ” means the right of each Eligible Securityholder to participate in the New Equity Offering, in accordance with the terms of this Plan . For greater certainty, in respect of a New Equity Offering Right granted to an Eligible Securityholder that is a Common Shareholder as of the Record Date, such New Equity Offering Right applies identically in respect of each Existing Common Share . “ New Subordinated Notes ” means the new subordinated notes to be issued by Just Energy pursuant to the New Subordinated Notes Indenture and allocated among the Convertible Debentureholders in a principal amount equal to their applicable Convertible Debentureholder Pro Rata Share, which shall be in an aggregate principal amount of $ 15 million and shall (i) be denominated in Canadian dollars, (ii) have a 6 - year maturity, (iii) have an annual interest rate of 7 % , which shall be payable semi - annually in kind, (iv) be callable by Just Energy at any time at par plus accrued interest for cash (with no call protections), (v) require Just Energy to offer to repurchas e th e Ne w Subordinate d Note s a t a pric e equa l t o 101 % o f pa r upo n a chang e o f control, (vi) require unanimous holder consent to any amendment to the maturity date, the principal, the interest rate, or the amount or timing of payment of principal or interest, (vii) not provide for a conversion right into equity of Just Energy or any of its affiliates, (viii) not be listed for trading on any securities exchange, (ix) be subordinated to the Obligations under the Credit Agreement and the New Term Loans in all respects (in the same manner and on the same terms as contained in the Convertible Debenture Debt Documents, including Article 5 of the $ 100 Million Debenture Indenture and $ 160 Million Debenture Indenture), (x) not be secured against any assets or property of Just Energy or any of its direct or indirect subsidiaries ; (xi) not be guaranteed by any direct or indirect subsidiary of Just Energy ; and (xii) except as provided in the foregoing, shall be substantially similar to the terms of the Convertible Debentures, or as otherwise agreed by Just Energy, the Term Loan Debtholders and the Majority Supporting Convertibl e Debentureholders , eac h actin g reasonably . “ New Subordinated Notes Indenture ” means the indenture to be entered into on the Effective Date by Just Energy and the New Subordinated Notes Trustee pursuant to which the New Senior Secure d Note s wil l b e issued . “ New Subordinated Notes Trustee ” means the indenture trustee under the New Subordinated Notes Indenture, as agreed to by the Applicants and the Majority Supporting Convertible Debentureholders , eac h actin g reasonably .

 

 

- 10 - “ New Term Loan Lender Information ” means such information and documentation as the Term Loan Agent may require from recipients of the New Term Loans in order to comply with any anti - money laundering, know your client, proceeds of crime and other applicable Laws to the Term Loan Agent, or any applicable customary policies or procedures of the Term Loan Agent . “ New Term Loans ” means the new senior unsecured term loans to be issued pursuant to the Amended & Restated Term Loan Agreement in the principal amount of US $ 205 , 900 , 000 and allocated among the Senior Unsecured Debtholders in a principal amount equal to their applicable Senior Unsecured Debtholder Pro Rata Share . “ Obligations ” means all liabilities, duties and obligations, including without limitation principal and interest, any make whole, redemption or similar premiums,reimbursement obligations, fees, penalties, damages, guarantees, indemnities, costs, expenses or otherwise, and any other liabilities, duties or obligations, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the applicable Debt Document . “ Offered Shares ” means 29 , 312 , 530 Common Shares to be issued following the Common Share Consolidation to the Eligible Securityholders pursuant to this Plan, subject to Section 5 6 . 3 of this Plan, and to the Backstoppers in accordance with the Backstop Commitment Letter and this Plan . “ Offered Shares Participation Form ” means a certification and participation form delivered to Securityholders and completed by Eligible Securityholders in advance of the Participation Deadline in order to make certain acknowledgments, agreements and certifications (as applicable to the applicable Eligible Securityholder) and to participate in the New Equity Offering . “ Offering Right Value ” means the fair market value as of the Effective Date of the New Offering Right, as determined by the directors of Just Energy on or prior to the Effective Date and agreed to by the Term Loan Debtholders, acting reasonably . “ Order ” means any order of the Court in these proceedings, including, without limitation, the Interim Order and the Final Order . “ Outside Date ” means October 5 , 2020 , or such other date as determined in accordance with the Support Agreement and the Backstop Agreement . “ Participating Securityholder ” has the meaning ascribed in Section 3 4 . 4 5 . “ Participation Deadline ” shall mean 5 : 00 p . m . (Toronto time) on August 28 , 2020 or such other date as the Applicants and the Backstoppers may mutually determine, each acting reasonably . “ Person ” includes any individual, firm, partnership, joint venture, venture capital fund, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate (including a limited liability company and an unlimited liability company), corporation, unincorporated association or organization, governmental authority, syndicate or other entity, whether or not having legal status .

 

 

- 11 - “ Plan ” means this plan of arrangement proposed under Section 192 of the CBCA, and any amendments or variations made in accordance with the terms of this Plan or made at the direction of the Court in the Final Order . “ Preferred Shareholder ” means a holder of Preferred Shares. “ Preferred Shareholder Exchange Shares ” means the aggregate 1 , 556 , 563 Common Shares to be issued following the Common Share Consolidation to Preferred Shareholders in exchange for their Preferred Shares, subject to Section 5 6 . 3 of this Plan . “ Preferred Shareholder Pro Rata Share ” means the percentage that the number of Preferred Shares held by a Preferred Shareholder bears to the aggregate number of all Preferred Shares immediately prior to the Effective Time . “ Preferred Shares ” means preferred shares in the capital of Just Energy. “ Private Placement ” means the private placement pursuant to which the Term Loan Debtholders will purchase the Private Placement Shares in the aggregate amount of approximately $ 3 , 670 , 000 a t th e Subscriptio n Price , i n accordanc e wit h th e Suppor t Agreemen t Supplement . “ Private Placement Shares ” means New Common Shares to be issued to the Term Loan Debtholder s pursuan t t o th e Privat e Placemen t followin g th e Commo n Shar e Consolidation . “ Private Placement Subscription Amount ” means, in respect of a Term Loan Debtholder, an amount such Term Loan Debtholder has agreed to subscribe for pursuant to the Support Agreemen t Supplemen t a t th e Subscriptio n Price . “ PBGs ” means the performance bonus grants of the Company granted pursuant to the Company’s 2013 Performance Bonus Incentive Plan, as amended from time to time . “ Record Date ” means July 23, 2020. “ Released Claims ” means, collectively, the matters that are subject to release and discharge pursuant to Article 6 7 . “ Released Parties ” means, collectively, the Corporation Released Parties and the Debtholder Released Parties, as applicable . “ RSGs ” means restricted share grants of the Company granted pursuant to the Company’s 2010 Restricted Share Grant Plan, as amended from time to time. “ Securities Laws ” means, collectively, Canadian Securities Laws and U.S. Securities Laws. “ Securityholder Subscription Share Percentage ” means: (i) in respect of the Senior Unsecured Debtholders, the percentage that the principal amount of Senior Unsecured Debt held by a Senior Unsecured Debtholder bears to the aggregate principal amount of all Senior Unsecured Debt as of the Record Date ;

 

 

- 12 - in respect of the Convertible Debentures, the percentage that the principal amount of Convertible Debentures held by a Convertible Debentureholder bears to the aggregate principal amount of all Convertible Debentures as of the Record Date ; (ii) in respect of the Preferred Shareholders, the percentage that the number of Preferred Shares held by a Preferred Shareholder bears to the aggregate number of all Preferred Shares as of the Record Date ; and (iii) in respect of the Common Shareholders, the percentage that the number of Common Shares held by a Common Shareholder bears to the aggregate number of all Common Shares as of the Record Date . (iv) “ Securityholders ” means collectively, all Persons that are Senior Unsecured Debtholders, Convertible Debentureholders, Common Shareholders or Preferred Shareholders as of the Record Date . “ Senior Secured Creditors ” has the meaning ascribed to “Senior Creditor” in the sixth amended and restated intercreditor agreement made as of September 1 , 2015 between, among others, the Just Energy Entities party thereto from time to time, the Credit Facility Administrative Agent and the Collateral Agent, as such intercreditor agreement may be amended, restated, supplemented or otherwise modified from time to time . “ Senior Unsecured Debt ” means, collectively, the debt outstanding under the Senior Unsecured Debt Documents . “ Senior Unsecured Debt Documents ” means, collectively : (i) the Term Loan Agreement, (ii) the $ 150 Million Convertible Bonds Trust Deed ; and (iii) all related documentation, including, without limitation, all guarantee and security documentation, related to the foregoing . “ Senior Unsecured Debtholder ” means a holder of Senior Unsecured Debt, in its capacity as such . “ Senior Unsecured Debtholder Claims ” means all Obligations in respect of the Senior Unsecured Debt and the Senior Unsecured Debt Documents . “ Senior Unsecured Debtholder Exchange Shares ” means the aggregate 821 , 959 Common Shares to be issued following the Common Share Consolidation to Senior Unsecured Debtholder in exchange for their Senior Unsecured Debtholder Claims in accordance with Section 4 5 . 4 of this Plan, subject to Section 5 6 . 3 of this Plan . “ Senior Unsecured Debtholder Pro Rata Share ” means the percentage that the principal amount of Senior Unsecured Debt held by a Senior Unsecured Debtholder bears to the aggregate principal amount of all Senior Unsecured Debt immediately prior to the Effective Time . “ Senior Unsecured Debtholders’ Meeting ” means the meeting of the Senior Unsecured Debtholders to be held on the Meeting Date in accordance with the Interim Order to consider and, if deemed advisable, approve the Arrangement Resolution and to consider such other

 

 

- 13 - matters as may properly come before such meeting, and any adjournment(s) or postponement(s) thereof “ Shareholder ” means a holder of Common Shares or Preferred Shares, in its capacity as such. “ Shareholders’ Meeting ” means the meeting of the Shareholders as of the Record Date to be held, pursuant to the Interim Order, to consider, among other things, the approval of the Arrangement . “ Strategic Review ” means the Company’s strategic review announced on June 6 , 2019 , as further described in the affidavit of James Brown dated July 13 , 2020 , filed in these proceedings . “ Subscription Amount ” means, in respect of a Participating Securityholder, an amount such Participating Securityholder has agreed to subscribe for, up to the maximum amount of its Securityholder Subscription Share Percentage of the applicable Equity Allocation, at the Subscription Price . “ Subscription Price ” means $3.412 per Offered Share. “ Support Agreement ” means the support agreement (and all schedules and exhibits thereto) among Just Energy and the Term Loan Debtholders dated July 8 , 2020 , as the same may be amended or restated from time to time in accordance with its terms . “ Support Agreement Supplement ” means the supplement to the Support Agreement among Ju s t Energ y an d th e Ter m Lo a n Debtholder s date d Augus t 25 , 2020 . “ Supportin g C onvertibl e Debentureholders ” means, collectively, the Convertible Debentureholders that executed the Convertible Debentureholder Support Agreement on August 25 , 2020 . “ Term Loan Debtholders ” means the lenders under the Term Loan Agreement. “ Tax Act ” means the Income Tax Act (Canada). “ Term Loan Agent ” means National Bank of Canada, as administrative agent under the Term Loan Agreement. “ Term Loan Agreement ” means the US $ 250 million loan agreement dated as of September 12 , 2018 , between the Company, the Term Loan Agent, Sagard Credit Partners, LP and the other Term Loan Debtholders party thereto, as amended, supplemented or otherwise modified prior to the Effective Date . “ Transfer Agent ” means Computershare Investor Services Inc. “ Trustees ” means, collectively, the $100 Million Debenture Trustee, the $160 Million Debenture Trustee and the $150 Million Bond Trustee. “ TSX ” means the Toronto Stock Exchange.

 

 

- 14 - “ U.S. Securities Act ” means the U.S. Securities Act of 1933 and the rules and regulations promulgated thereunder. “ U.S. Securities Exchange Act ” means the United States Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, or any successor statute. “ U.S. Securities Laws ” means, collectively, the U.S. Securities Act, the U.S. Exchange Act and the rules and regulations of the U.S. Securities and Exchange Commission. 2. Articles of Reference The terms “hereof”, “hereunder”, “herein” and similar expressions refer to this Plan and not to any particular article, section, subsection, clause or paragraph of this Plan, and include any agreements supplemental thereto . In this Plan, a reference to an article, section, subsection, clause or paragraph shall, unless otherwise stated, refer to an article, section, subsection, clause or paragraph of this Plan . 3. Interpretation Not Affected by Headings The division of this Plan into articles, sections, subsections, clauses and paragraphs and other portions, and the insertion of headings and a table of contents, are for convenience of reference only and shall not affect the construction or interpretation of this Plan . 4. Gender and Number In this Plan where the context requires, words importing the singular shall include the plural and vice versa and words importing the use of any gender shall include all genders . 5. Date for any Action In the event that the date on which any action is required to be taken hereunder is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day . 6. Time All times expressed herein are local time in Toronto, Ontario, Canada unless otherwise specified . 7. Statutory References Any reference in this Plan to a statute includes all rules, regulations, published policies and blanket orders made thereunder, and any and all amendments to the foregoing in force from time to time .

 

 

- 15 - 8. Successors and Assigns This Plan shall be binding upon and shall enure to the benefit of the heirs, administrators, executors, legal personal representatives, successors and assigns of any Person named or referred to in this Plan . 9. Currency Unless otherwise stated, all references herein to sums of money, cash or currency are expressed in lawful money of the Canada . 10. Governing Law This Plan shall be governed by and construed in accordance with the Laws of Ontario and the federal Laws of Canada applicable therein . All questions as to the interpretation or application of this Plan and all proceedings taken in connection with this Plan shall be subject to the exclusive jurisdiction of the Court . ARTICLE 2 TREATMENT OF NOTEHOLDERS AND EXISTING SHAREHOLDERS 1. Treatment of Senior Unsecured Debtholders (a) On the Effective Date, in accordance with the steps and sequence set forth in Section 4 5 . 4 , each Senior Unsecured Debtholder shall receive its Senior Unsecured Debtholder Pro Rata Share of (i) the New Term Loans, and (ii) the Senior Unsecured Debtholder Exchange Shares, subject to the treatment of fractional interests in accordance with Section 5 6 . 3 of this Plan . (b) The compensation, the reasonable and documented fees, expenses and disbursements (including, without limitation, the reasonable and documented fees, expenses and disbursements of attorneys, advisors or agents retained or utilized by the Term Loan Agent, the Term Loan Debtholders and the $ 150 Million Bond Trustee, as applicable, acting reasonably), in accordance with the applicable Senior Unsecured Debt Documents shall be paid in full in cash by the Applicants pursuant to the applicable Senior Unsecured Debt Documents . (c) After giving effect to the terms of this Section 2 . 1 , (i) the Obligations of the Just Energy Entities with respect to the Senior Unsecured Debt, the Senior Unsecured Debt Documents and the Senior Unsecured Debtholder Claims shall, and shall be deemed to, have been irrevocably and finally extinguished, (ii) each Senior Unsecured Debtholder shall have no further right, title or interest in or to the Senior Unsecured Debt or its Senior Unsecured Debtholder Claims, and (iii) the Senior Unsecured Debt, the Senior Unsecured Debt Documents and the Senior Unsecured Debtholder Claims shall be cancelled .

 

 

- 16 - 2. Treatment of Convertible Debentureholders (a) On the Effective Date, in accordance with the steps and sequence set forth in Section 4 5 . 4 , (i) Just Energy shall pay all accrued and unpaid interest in cash on the $ 100 Million Convertible Debentures as of June 30 , 2020 up to and including the Effective Date , and (ii) each Convertible Debentureholder shall receive its Convertible Debentureholder Pro Rata Share of (A) the New Subordinated Notes, and (B) the Convertible Debenture Exchange Shares, subject to the treatment of fractional interests in accordance with Section 5 6 . 3 of this Plan . (b) The compensation, the reasonable and documented fees, expenses and disbursements (including, without limitation, the reasonable and documented fees, expenses and disbursements of attorneys, advisors or agents retained or utilized by the $ 100 Million Debenture Trustee and the $ 160 Million Debenture Trustee, as applicable, acting reasonably), in accordance with the applicable Convertible Debenture Documents shall be paid in full in cash by Just Energy pursuant to the applicable Convertible Debenture Documents . (c) After giving effect to the terms of this Section 2 . 2 , (i) the Obligations of the Just Energy Entities with respect to the Convertible Debentures, the Convertible Debentureholder Claims and the Convertible Debenture Documents shall, and shall be deemed to, have been irrevocably and finally extinguished, (ii) each Convertible Debentureholder shall have no further right, title or interest in or to the Convertible Debentures or its Convertible Debentureholder Claims, and (iii) the Convertible Debentures, the Convertible Debentureholder Claims and the Convertible Debenture Documents shall be cancelled . 3. Treatment of Existing Equity Holders (a) On the Effective Date, in accordance with the steps and sequence set forth in Section 4 5 . 4 : Each Existing Common Shareholder shall retain its Existing Common Shares, subject to the Common Share Consolidation, subject to the treatment of fractional interests in accordance with Section 5 6 . 3 of this Plan . (i) Each Holding Preferred Shareholder, in its capacity as such, shall be deemed to have been issued its New Equity Offering Rights based on its Securityholder Subscription Share Percentage of the Preferred Shareholder Equity Allocation . (ii) Each Existing Preferred Shareholder shall receive its Preferred Shareholder Pro Rata Share of the Preferred Shareholder Exchange Shares, subject to the treatment of fractional interests in accordance with Section 5 6 . 3 of this Plan . (iii)

 

 

- 17 - After giving effect to the terms of Section 2.3(a)(ii), the Existing Preferred Shares shall be cancelled. (iv) (v) Unless otherwise agreed by Just Energy in accordance with the Support Agreement and the Backstop Agreement, and subject to the treatment of the Existing Equity Class Action Claims as provided herein, all of the Affected Equity shall be terminated and cancelled, and shall be deemed to be terminated and cancelled without the need for any repayment of capital thereof or any other liability, payment or compensation therefor and, for greater certainty, no holder of Affected Equity shall be entitled to receive any interest, dividends, premium or other payment in connection therewith . The Affected Equity Claims shall constitute Released Claims and be treated in the manner set forth in Section 4 5 .4. (vi) 4. Treatment of Backstoppers On the Effective Date, in accordance with the steps and sequence set forth in Section 4 5 . 4 , each Backstopper shall purchase and receive its applicable portion of the Backstopped Shares and/or Additional Subscription Shares, the Backstop Funding Fee (and Backstop Funding Fee Shares) and the Backstop Commitment Fee (and Backstop Commitment Fee Shares), in each case in accordance with the terms of the Backstop Commitment Letter, the Interim Order and this Plan . 5. Unaffected Persons The Claims of all Persons other than those specified in this Article 2 shall be unaffected by this Plan, except as otherwise provided herein . ARTICL E 3 PRIVAT E PLACEMENT 3.1 Issuanc e o f Privat e Placemen t Shares On the Effective Date, subject to and in accordance with the terms of the Support Agreement Supplement, and in accordance with the times, steps and sequences set forth in Section, 5 . 4 Just Energy shall cause to be issued and delivered to each Term Loan Debtholder its Private Placement Shares at the Subscription Price . The Private Placement Shares shall be duly authorized, validly issued, fully paid and non - assessable and the Private Placement Shares shall b e subjec t t o th e applicabl e transfe r restriction s unde r U . S . Securitie s Laws .

 

 

- 18 - ARTICL E 4 ARTICLE 3 ISSUANCES, DISTRIBUTIONS AND ELECTIONS 1. 3.1 Delivery of New Term Loans The delivery of the New Term Loans (and any certificates or other evidence of holdings thereof) to be issued pursuant to this Plan shall be made in accordance with standing procedures in place with the Term Loan Agent, and a register of holders of the New Term Loans will be maintained by the Term Loan Agent . Each Senior Unsecured Debtholder receiving New Term Loans shall be deemed to be a party to the Amended & Restated Term Loan Agreement as a lender thereunder . In the event that a Senior Unsecured Debtholder has not delivered its New Term Loan Lender Information to the Term Loan Agent prior to the date that is five ( 5 ) Business Days prior to the expected Effective Date, such Senior Unsecured Debtholder’s New Term Loans shall be held by the Term Loan Agent until such time as the Senior Unsecured Debtholder provides its New Term Loan Lender Information . 2. Deliver y o f Ne w Subordinate d Notes The delivery of the New Subordinated Notes to be distributed under this Plan will be made by way of a global note issued to CDS (or its nominee) pursuant to the New Subordinated Notes Indenture in respect of the New Subordinated Notes and delivered directly to CDS which, in turn, will make delivery of such New Subordinated Notes to the New Subordinated Noteholder s pursuan t t o th e standin g instruction s an d customar y practice s o f CDS . 3. 3.2 Delivery of New Common Shares (a) On the Effective Date, all New Common Shares issued in connection with this Plan shall be deemed to be duly authorized, validly issued, fully paid and non - assessable . (b) On the Effective Date, Just Energy shall deliver a treasury direction to the Transfer Agent that directs the Transfer Agent to issue all New Common Shares, to be distributed under this Plan and direct the Transfer Agent to use its commercially reasonable efforts to cause the New Common Shares to be distributed under this Plan to be distributed by no later than the second Business Day following the Effective Date . (c) The delivery of New Common Shares to be distributed under this Plan will be made either (i) through the facilities of CDS, DTC, Euroclear and Clearstream to Intermediaries who, in turn, will make delivery of the New Common Shares to the ultimate beneficial recipients thereof pursuant to standing instructions and customary practices of CDS, DTC, Euroclear and Clearstream, as applicable, or (ii) by providing Direct Registration System advices or confirmations in the name of the applicable recipient thereof (or its Intermediary) and registered electronically in Just Energy’s records which will be maintained by the Transfer Agent .

 

 

- 19 - 4. 3.3 No Liability in Respect of Deliveries (a) None of the Just Energy Entities, nor their respective directors or officers, shall have any liability or obligation in respect of any deliveries, directly or indirectly, from (i) the Term Loan Agent, (ii) the Trustees, (iii) DTC, (iv) CDS, (v) Euroclear, (vi) Clearstream or (vii) the Intermediaries, in each case to the ultimate beneficial recipients of any consideration payable or deliverable by the Just Energy Entities pursuant to this Plan . (b) None of the Trustees or the Term Loan Agent shall incur, and each is hereby released and exculpated from, any liability as a result of carrying out any provisions of this Plan and any actions related or incidental thereto, save and except for any gross negligence or wilful misconduct (as determined by a final, non - appealable judgment of a court of competent jurisdiction) on its part . For the avoidance of doubt, this exculpation shall be in addition to, and not in limitation of, all other releases, indemnities and exculpations, and any other applicable law or rules protecting any of the Trustees and the Term Loan Agent from liability . On the Effective Date after the completion of the transactions set forth in Section 4 5 . 4 , all duties and responsibilities of the Trustees and the Term Loan Agent arising under or related to the Debt Documents, as applicable, shall be discharged except to the extent required in order to effectuate this Plan . 5. 3.4 Election to Participate in New Equity Offering Each Eligible Securityholder shall have the right, but not the obligation, to elect irrevocably to participate in the New Equity Offering and to subscribe for and purchase its Securityholder Subscription Share Percentage of the applicable Equity Allocation by (and subject to) returning a duly executed Offered Shares Participation Form (or other acceptable form of instruction) together with such Eligible Securityholder’s Subscription Amount pursuant to the procedures established by Just Energy and communicated to Eligible Securityholders on or prior to the Record Date . Any Offered Shares Participation Form (or other acceptable form of instruction) received after the Participation Deadline or not accompanied by such Eligible Securityholder’s Subscription Amount will be invalid and not effective and shall be disregarded for all purposes of this Plan . Submission of an Offered Shares Participation Form (or other acceptable form of instruction) in accordance with the terms thereof and this Section 3 . 4 and acceptance thereof by Just Energy, shall constitute an irrevocable subscription by the applicable Eligible Securityholder (each, a “ Participating Securityholder ”) for and a commitment by the applicable Participating Securityholder to participate in the New Equity Offering by purchasing up to its Securityholder Subscription Share Percentage of the applicable Equity Allocation .

 

 

- 20 - ARTICL E 5 ARTICLE 4 ARRANGEMENT 1. 4.1 Corporate Authorizations The adoption, execution, delivery, implementation and consummation of all matters contemplated under this Plan, including those involving corporate action of any member of the Just Energy Entities, will occur and be effective as of the Effective Date (or such other date as determined by the Applicants), and will be authorized and approved under this Plan and by the Court, where appropriate, as part of the Final Order, in all respects and for all purposes without any requirement of further action by shareholders, directors or officers of the Just Energy Entities . All necessary approvals to take actions shall be deemed to have been obtained from the directors or the shareholders of the Just Energy Entities, as applicable . 2. 4.2 Articles of Arrangement and Effective Date. As soon as practicable after the satisfaction or waiver of the conditions set forth in Article 7 8 (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction of those conditions as of the Effective Date), unless another time or date is agreed in writing among Just Energy and the Term Loan Debtholders, the Articles of Arrangement shall be filed by the Applicants with the Director . The Certificate of Arrangement shall implement this Plan . 3. 4.3 Binding Effect On and from the Effective Time, this Plan and the transactions contemplated hereby shall be final and binding upon, and be deemed to have been consented and agreed upon by the Just Energy Entities, the Senior Unsecured Debtholders, the Convertible Debentureholders, the Trustees, the Term Loan Agent, the Existing Common Shareholders, the Existing Preferred Shareholders and any other Person affected by or named in this Plan, including the respective heirs, executors, administrators, legal representatives, successors and assigns of each of the foregoing, without any further act or formality required on the part of any Person and, subject to the implementation and effectiveness of the Plan in accordance with its terms and delivery to the Term Loan Agent on behalf of the Senior Unsecured Debtholders of all of the documentation required pursuant to Section 3 . 01 of the Amended & Restated Term Loan Agreement, shall constitute a full, final and absolute settlement of all rights of the beneficial and legal owners of the Senior Unsecured Debt, Convertible Debentures and Preferred Shares attaching thereto or arising there from and an absolute release and discharge of and from all Obligations of the Just Energy Entities to the Debtholders and Existing Preferred Shareholders (for certainty, other than Obligations under the Amended and Restated Term Loan Documents) . On and from the Effective Time, and, subject to the implementation and effectiveness of the Plan in accordance with its terms, without limiting the foregoing, Just Energy, the Senior Unsecured Debtholders, the Convertible Debentureholders, the Trustees, the Term Loan Agent, the Existing Common Shareholders, the Existing Preferred Shareholders and any other Person affected by or named in this Plan and any other Person affected by or named in this Plan will be deemed to have executed and delivered to Just Energy and its affiliates all consents, releases, assignments and waivers, statutory or otherwise, required to implement and carry out this Plan .

 

 

- 21 - 4. 4.4 The Arrangement Commencing at the Effective Time, the following events or transactions will occur, or be deemed to have occurred and be taken and effected, in the following order in five minute increments (unless otherwise indicated) and at the times set out in this Section 4 5 . 4 (or in such other manner or order or at such other time or times as the Applicants may determine in accordance with the Support Agreement , the Convertible Debentureholder Support Agreement and the Backstop Commitment Letter), without any further act or formality required on the part of any Person, except as may be expressly provided herein : (a) The New Equity Offering Rights afforded to the Convertible Debentureholders and Senior Unsecured Debtholders that are Eligible Securityholders shall be deemed to have been issued on July 23 , 2020 as a partial repayment of the principal amount outstanding thereunder in the amount of the Offering Right Value of such New Equity Offering Rights ; provided, however, that such repayment shall not be considered for the purposes of calculating a Senior Unsecured Debtholder Pro Rata Share, Convertible Debentureholder Pro Rata Share or , Securityholder Subscription Share Percentage , or entitlement to interest unde r 5 . 4 (e) ; (b) All Affected Equity shall be terminated and cancelled for no consideration; (c) The Common Share Consolidation shall be completed . Any fractional interests in the consolidated Existing Common Shares will, without any further act or formality, be cancelled without payment of any consideration therefor . Notwithstanding any provision of the CBCA, immediately following the completion of the Common Share Consolidation, the stated capital of the Common Shares shall be equal to the stated capital of the Common Shares immediately prior to such consolidation . (d) Just Energy shall pay all accrued and unpaid interest on the $ 100 Million Convertible Debentures as of June 30 , 2020 up to and including the Effective Date and any other accrued and unpaid interest (including default interest) in respect of the Convertible Debentures shall be forgiven, settled and extinguished for no consideration . (e) Just Energy shall issue to each Term Loan Debtholder, pursuant to the Term Loan Agreement and as evidence of amounts owing thereunder immediately prior to the Effective Time, promissory notes with an aggregate principal amount of US $ 197 . 1 million (the “ Series 1 Notes ”) and promissory notes with an aggregate principal amount in U . S . dollars equal to the amount by which the amount then owing under the Term Loan Agreement exceeds the principal amount of the Series 1 Notes (the “ Series 2 Notes ”) . The Series 1 Notes and the Series 2 Notes shall be issued to each Term Loan Debtholder in an amount based on such Term Loan Debtholder’s pro rata share of the Obligations under the Term Loan Agreement .

 

 

- 22 - The terms and conditions of the Series 1 Notes shall be amended to confer a right on the holders thereof to exchange such Series 1 Notes for promissory notes or other evidence of U . S . dollar indebtedness of the same principal amount issuable under the Amended & Restated Term Loan Agreement pursuant to the terms of this Plan . (f) (g) In exchange for, and in full and final settlement of, the Existing Preferred Shares, Just Energy shall deliver to each (i) Holding Preferred Shareholder, in its capacity as such, its applicable New Offering Rights with respect to those Preferred Shares held from the Record Date through to the Effective Date ; and (ii) Existing Preferred Shareholder, its Preferred Shareholder Pro Rata Share of the Preferred Shareholder Exchange Shares . The Existing Preferred Shares shall thereafter be terminated and cancelled, and shall be deemed to be terminated and cancelled . (h) The following shall occur concurrently with the steps set forth in Section 4 5 . 4 ( e g ) above and Section 4 5 . 4 (i) below : holders of the Series 1 Notes that have previously filed a written notice with Just Energy to exercise the right referred to Section 4 5 . 4 (f) shall be deemed to have exercised the right referred to in Section 4 5 . 4 (f) to exchange the Series 1 Notes held by such holders for promissory notes or other evidence of indebtedness with the same U . S . dollar principal amount issued to such holders under the Amended & Restated Term Loan Agreement, in accordance with and subject to the terms of the Amended & Restated Term Loan Agreement, and such exchange of the Series 1 Notes shall be deemed to have occurred ; (i) holders of the Series 1 Notes other than such holders referred to in Section 4 5 . 4 (h)(i) are deemed to have exchanged such Series 1 Notes for New Term Loans with the same U . S . dollar principal amount ; (ii) Just Energy, the Just Energy Entities (as applicable) and the Term Loan Agent shall enter into, and the Senior Unsecured Debtholders shall enter into or be deemed to enter into, the Amended & Restated Term Loan Agreement, the Amended & Restated Term Loan Documents and such additional documentation as may be agreed by Just Energy and the Term Loan Agent, each acting reasonably ; (iii) (iv) in exchange for, and in full and final settlement of, the Senior Unsecured Debt . , including the Series 1 Notes and Series 2 Notes, Just Energy shall deliver to each Senior Unsecured Debtholder (A) its Senior Unsecured Debtholder Pro Rata Share of the New Term Loans (together with the promissory notes or other evidence of indebtedness with respect to the Term Loan Debtholders, in respect of the Series 1 Notes and in satisfaction of the exercise of the right referred to in Section 4 5 . 4 (f)) and (B) the Senior Unsecured Debtholder Exchange Shares (with respect to the Term Loan Debtholders, in respect of the Series 2 Notes), and Just Energy shall add an amount equal to the aggregate fair market value of the Senior

 

 

- 23 - Unsecured Debtholder Exchange Shares on the Effective Date to the stated capital for the Common Shares in respect of the issuance of the Senior Unsecured Unsecured irrevocably Debtholder Exchange Shares . Consequently, the Senior Debtholder Claims shall, and shall be deemed to be, and finally extinguished and the Senior Unsecured Debtholders shall have no further right, title or interest in and to the Senior Unsecured Debt or the Senior Unsecured Debtholder Claims; and (v) the Senior Unsecured Debt, the Senior Unsecured Debt Documents, and the Series 1 Notes and Series 2 Notes shall be cancelled, provided that the Senior Unsecured Debt Documents shall remain in effect solely to allow the Term Loan Agent and the $ 150 Million Bond Trustee to make the distributions set forth in this Plan . The following shall occur concurrently with steps set forth in Section 4 5 .4( e g ) and 4 5 .4(h) above: (i) in exchange for, and in full and final settlement of, the Convertible Debentures, Just Energy shall deliver to each Convertible Debentureholder its Convertible Debentureholder Pro Rata Share of (A) the New Subordinated Notes, and (B) the Convertible Debenture Exchange Shares, and Just Energy shall add an amount equal to the aggregate of the fair market value of the Convertible Debenture Exchange Shares to the stated capital for the Common Shares in respect of the issuance of the Convertible Debenture Exchange Shares ; (i) the Convertible Debentureholder Claims shall, and shall be deemed to be, irrevocably and finally extinguished and the Convertible Debentureholders shall have no further right, title or interest in and to the Convertible Debentures or the Convertible Debentureholder Claims ; and (ii) the Convertible Debentures and the Convertible Debenture Documents shall be cancelled, provided that the Convertible Debenture Documents shall remain in effect solely to allow the applicable Trustees to make the distributions set forth in this Plan . (iii) (j) Just Energy shall become entitled to the total amount of funds deposited in escrow with the Escrow Agent in connection with the New Equity Offering and , the Backstop Commitment Letter and the Support Agreement Supplement , and the Escrow Agent shall be deemed instructed to release to Just Energy the funds held by it in escrow in respect of the Subscription Amount of the Offered Shares subscribed for or purchased pursuant to the New Equity Offering and the Backstop Commitment Letter and the Private Placement Subscription Amounts of the Private Placement Shares subscribed for and purchased pursuant to the Private Placement . (k) Pursuant to the New Equity Offering, Just Energy shall issue to each Participating Securityholder (or to their designated nominee), in consideration for such

 

 

- 24 - Participating Securityholder’s Subscription Amount, the applicable number of Offered Shares that were validly subscribed for in the related Offered Shares Participation Form and such Offered Shares shall be deemed to be duly authorized, validly issued and fully paid and non - assessable . Just Energy shall issue to the Backstoppers the Backstopped Shares and/or the Additional Subscription Shares, as applicable, in accordance with the Backstop Commitment Letter and such Backstopped Shares and/or Additional Subscription Shares, as applicable, shall be deemed to be duly authorized, validly issued and fully paid and non - assessable . (l) (m) Pursuant to the Private Placement, Just Energy shall issue to each Term Loan Debtholder (or to their designated nominee), in consideration for such Term Loan Debtholder’s Private Placement Subscription Amount, the number of Private Placement Shares that were validly subscribed for in the Support Agreement Supplement and such Private Placement Shares shall be deemed to be duly authorized , validl y issue d an d full y pai d an d non - assessable . (n) (m) Just Energy shall pay the Backstop Commitment Fee and the Backstop Funding Fee in accordance with the Backstop Commitment Letter, which payments shall be directed to Just Energy in consideration for the Backstop Commitment Fee Shares and the Backstop Funding Fee Shares, which shall be issued in accordance with the Backstop Commitment Letter, and such Backstop Commitment Fee Shares and Backstop Funding Fee Shares shall be deemed to be duly authorized, validly issued and fully paid and non - assessable . (o) (n) The amount added to the stated capital for the Common Shares in respect of the share issuances in 4 . 4 (k) - ( m n ) shall be equal to the cash received by Just Energy and in the case of U . S . dollar cash the amount added to the stated capital for the Common Shares shall be the Canadian dollar amount resulting from the conversion of such U . S . dollars to Canadian dollars based on the noon exchange rate, as quoted by Bloomberg, applicable on the Effective Date . (p) (o) Just Energy shall pay in full in cash the outstanding reasonable and documented fees and expenses of the advisors to the Applicants and to the Term Loan Debtholders pursuant to the terms and conditions of the Support Agreement , and shall pay the fees and expenses of the advisors to the Supporting Convertible Debentureholders pursuant to the terms and conditions of the Convertible Debentureholde r Suppor t Agreement . (q) (p) The releases referred to in Article 6 7 shall become effective. (q) The board of directors of Just Energy immediately prior to the Effective Time shall be deemed to have resigned and the New Directors shall be deemed to have been appointed and to have each consented to such appointment . (r)

 

 

- 25 - (s) (r) The Management Incentive Plan shall be deemed to be approved by the Existing Common Shareholders and those persons receiving New Common Shares pursuant to this Plan . (s) The articles of 121 Canada shall be amended to include the following restrictions on the business that 121 Canada may carry on, effective as of the Effective Date : (t) “The business that the Corporation may carry on shall be limited to the activities and operations of the Corporation that are permitted pursuant to the amended and restated term loan agreement, as may be supplemented, amended or restated from time to time, that was entered into among Just Energy Group Inc . , National Bank of Canada, as administrative agent and the other lenders party thereto pursuant to a plan of arrangement under the Canada Business Corporations Act , for so long as any loans thereunder are outstanding . ” 5. 4.5 Securities Law Matters The Applicants intend that the issuance and distribution, pursuant to this Plan, of: (a) New Common Shares of Just Energy issued on conversion of, or in exchange for, the Senior Unsecured Debt, the Convertible Debentures and the Preferred Shares pursuant to this Plan (other than the Allotted Offered Shares, the Additional Subscription Shares, the Backstopped Shares, the Backstop Commitment Fee Shares and the Backstop Funding Fee Shares issued pursuant to this Plan) shall be exempt from the registration requirements of the U . S . Securities Act pursuant to Section 3 (a)( 10 ) thereof or 4 (a)( 2 ) thereof or Regulation S or Regulation D thereunder , a s th e cas e ma y be ; (b) New Subordinated Notes of Just Energy issued pursuant to this Plan shall be exempt from the registration requirements of the U . S . Securities Act pursuant to Section 4 (a)( 2 ) thereof or Regulation S or Regulation D thereunder, as the case ma y be ; (c) (b) the Allotted Offered Shares issued pursuant to this Plan shall be registered under the U . S . Securities Act pursuant to a registration statement on Form F - 7 filed by Just Energy with the U . S . Securities and Exchange Commission ; (d) (c) the Backstopped Shares, the Additional Subscription Shares, the Backstop Commitment Fee Shares , the Private Placement Shares and the Backstop Funding Fee Shares issued pursuant to this Plan shall be exempt from the registration requirements of the U . S . Securities Act pursuant to Regulation S or Regulation D under the U . S . Securities Act, as the case may be ; and (e) (d) the New Common Shares of Just Energy issued upon conversion of, or in exchange for, the Senior Unsecured Debt, the Convertible Debentures and the Preferred Shares and the Offered Shares issued pursuant to the New Equity Offering shall be exempt from the prospectus requirements of Canadian Securities

 

 

- 26 - Laws, to the extent applicable, pursuant to Section 2.11 of National Instrument 45 - 106 – Prospectus Exemptions of the Canadian Securities Administrators. 5.6 4.6 Stated Capital The aggregate amount to be added to the stated capital account in respect of the New Common Shares for the purposes of the CBCA in respect of the issuance of New Common Shares pursuant to this Plan will be confirmed by the directors of Just Energy . ARTICL E 6 ARTICLE 5 IMPLEMENTATION OF ARRANGEMENT 1. 5.1 Withholding Rights Just Energy and/or any other Person making a payment contemplated herein shall be entitled to deduct and withhold from any consideration payable to any Person such amounts as it is required to deduct and withhold with respect to such payment under the Tax Act, the United States Internal Revenue Code of 1986 or any provision of applicable federal, provincial, territorial, state, local or foreign tax Laws, in each case, as amended . To the extent that amounts are so withheld or deducted, such withheld or deducted amounts shall be treated for all purposes hereof as having been paid to the Person in respect of which such withholding was made, provided that such amounts are actually and timely remitted to the appropriate taxing authority . To the extent that the amounts so required or permitted to be deducted or withheld from any payment to a Person exceed the cash portion of the consideration otherwise payable to that Person : (i) the payor is authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to enable it to comply with such deduction or withholding requirement or entitlement, and the payor shall notify the applicable Person thereof and remit to such Person any unapplied balance of the net proceeds of such sale ; or (ii) if such sale is not reasonably possible, the payor shall not be required to make such excess payment until the Person has directly satisfied any such withholding obligation and provides evidence thereof to the payor . 2. 5.2 Allocation of Payments Unless expressly provided for otherwise, if the aggregate amount paid in respect of a particular Debtholder Claim does not exceed the aggregate amount of accrued but unpaid interest plus the principal amount in respect of the obligations to which such Debtholder Claim relates, then all amounts paid or payable hereunder on account of such Debtholder Claim (including, for greater certainty, any securities received hereunder) shall be applied as follows : (i) first, in respect of the principal amount of the obligations to which such Debtholder Claim relates, and (ii) second, in respect of the accrued but unpaid interest on such obligations . Unless expressly provided for otherwise, in any other cases, all amounts paid or payable hereunder on account of a particular Debtholder Claim (including, for greater certainty, any securities received hereunder) shall be applied as follows : (i) first, in respect of the accrued but unpaid interest on the obligations to which such Debtholder Claim relates, and (ii) second, in respect of the principal amount of such obligations .

 

 

- 27 - 3. 5.3 Fractional Interests No fractional Common Shares o r N e w S ubordinate d No te s shall be issued under this Plan, including any fractional interests created as a result of the Common Share Consolidation, and fractional share interests shall not entitle the owner thereof to vote or to any rights of a holder of Common Shares or New Subordinated Notes, as applicable . Any legal, equitable, contractual and any other rights or claims (whether actual or contingent, and whether or not previously asserted) of any Person with respect to fractional Common Shares or New Subordinated Notes pursuant to this Plan shall be rounded down to the nearest whole number of Common Shares or Ne w Subordinate d Notes , a s applicable, without compensation therefor . 4. 5.4 Calculations All calculations and determinations made by the Applicants for the purposes of this Plan, including, without limitation, the allocation of amounts under Section 5 6 . 2 shall, subject to compliance with the Support Agreement and the Backstop Commitment Letter, be conclusive, final and binding upon the Securityholders . ARTICL E 7 ARTICLE 6 RELEASES 1. 6.1 Release of Released Parties and Extinguishment of Affected Equity Claims At the applicable time pursuant to Section 4 5 . 4 , each of the Released Parties shall be released and discharged from all present and future actions, causes of action, damages, judgments, executions, obligations, liabilities and Claims of any kind or nature whatsoever arising on or prior to the Effective Date in connection with the Debt, the Debt Documents, the Affected Equity Claims, the Support Agreement, th e S uppor t A greemen t Supp lement , the Backstop Commitment Letter, the Convertible Debentureholder Support Agreement, this Plan, these proceedings, the transactions contemplated hereunder and any proceedings commenced with respect to or in connection with this Plan, the Strategic Review and any other actions or matters related directly or indirectly to the foregoing, provided that nothing in this paragraph shall release or discharge (i) any of the Released Parties from or in respect of its obligations under this Plan, the Support Agreement, th e Suppo r t A greemen t S upplement , the Backstop Commitment Letter, the Convertible Debentureholder Support Agreement, the New Subordinated Notes, any Amended & Restated Term Loan Document or any Continuing Guarantee, (ii) any Existing Equity Class Action Claims which shall be treated and restricted as set out in Section 6 7 . 3 below, or (iii) any Released Party from liabilities or claims (other than in relation to an Affected Equity Claim) attributable to any Released Party’s fraud, wilful misconduct, criminal act or criminal omission, as determined by the final, non - appealable judgment of a court of competent jurisdiction . Further, any and all Affected Equity Claims shall be deemed to have been fully and finally extinguished, cancelled, released, dismissed and enjoined as of the Effective Date . 2. 6.2 Injunctions All Persons are permanently and forever barred, estopped, stayed and enjoined, on and after the Effective Date, with respect to any and all Released Claims, from (i) commencing,

 

 

- 28 - conducting or continuing in any manner, directly or indirectly, any action, suits, demands or other proceedings of any nature or kind whatsoever against the Released Parties, as applicable, or commencing, conducting or continuing in any manner, directly or indirectly, any action, suits, demands or other proceedings of any nature or kind whatsoever that could result in a claim for contribution of indemnity from a Released Party in respect of any and all Released Claims ; (ii) enforcing, levying, attaching, collecting or otherwise recovering or enforcing by any manner or means, directly or indirectly, any judgment, award, decree or order against the Released Parties ; (iii) creating, perfecting, asserting or otherwise enforcing, directly or indirectly, any lien or encumbrance of any kind against the Released Parties or their property ; or (iv) taking any actions to interfere with the implementation or consummation of this Plan ; provided, however, that the foregoing shall not apply to the enforcement of any obligations under this Plan 7 . 3 6 . 3 Existing Equity Class Action Claims From and after the Effective Date, any Person having an Existing Equity Class Action Claim against Just Energy or any of its current or former officers and/or directors shall only be permitted to continue its Existing Equity Class Action Claims to the point of determination of liability, if any, and the recovery of any such Person shall be limited to the proceeds under the Insurance Policies, to the extent available in respect of any such Existing Equity Class Action Claims, without any additional rights of enforcement or recovery as against the Released Parties . Any such Person shall be irrevocably and forever limited solely to recovery from the proceeds of the Insurance Policies payable on behalf of Just Energy or its directors and officers in respect of any such Existing Equity Class Action Claims, and such Person shall have no right to, and shall not, directly or indirectly, make any claim or seek any recoveries from any of the Released Parties or any of their respective current or former officers and directors in respect of an Existing Equity Class Action Claims, other than enforcing such Person’s rights to be paid by the applicable insurer(s) from the proceeds of the applicable Insurance Policies . Nothing in this paragraph prejudices, compromises, releases or otherwise affects (i) any right or defence of any insurer in respect of an Insurance Policy or (ii) any Person having an Existing Equity Class Action Claims from recovering against Just Energy’s current and former directors and officers for any liabilities or claims attributable to any such director or officer’s fraud, wilful misconduct, criminal act or criminal omission, as determined by the final, non - appealable judgment of a court of competent jurisdiction, provided that all defence costs of any action referred to in this subsection (ii) shall not be paid by any of the Just Energy Entities . ARTICL E 8 ARTICLE 7 CONDITIONS PRECEDENT TO PLAN IMPLEMENTATION 1. 7 . 1 Conditions Precedent to Implementation of this Plan The implementation of this Plan shall be conditional upon the fulfillment, satisfaction or waiver of the following conditions precedent : (a) the Court shall have granted the Final Order and the Final Order shall have become a final order, the implementation, operation or effect of which shall not have been stayed, varied in a manner not acceptable to the Applicants, vacated or subject to pending appeal and as to which order any appeal periods relating thereto shall have expired ;

 

 

- 29 - (b) no Law shall have been passed and become effective, the effect of which makes the consummation of this Plan illegal or otherwise prohibited ; (c) all conditions to implementation of this Plan set out in the Support Agreement and the Support Agreement Supplement shall have been satisfied or waived by the applicable parties pursuant to the terms of the Support Agreement and the Support Agreemen t Supplement ; and (d) all conditions to implementation of this Plan set out in the Backstop Commitment Letter shall have been satisfied or waived by the applicable parties pursuant to the terms of the Backstop Commitment Letter ; and (e) all conditions and terms set out in the Convertible Debentureholder Support Agreement shall have been satisfied or waived by the applicable parties pursuant t o th e term s o f th e Convertibl e Debentureholde r Suppor t Agreement . 8.2 7.2 Effectiveness This Plan will become effective in the sequence described in Section 4 5 . 4 on the filing of the Articles of Arrangement and the issuance of the Certificate of Arrangement, and shall be binding on and enure to the benefit of the Just Energy Entities, the Debtholders, the Trustees, the Term Loan Agent, all Existing Equity Holders, all Persons with any Existing Equity Class Action Claims, the Released Parties, the Affected Equity, the directors and officers of the Just Energy Entities and all other Persons named or referred to in, or subject to, this Plan and their respective successors and assigns and their respective heirs, executors, administrators and other legal representatives, successors and assigns . The Articles of Arrangement shall be filed and the Certificate of Arrangement shall be issued in each case with respect to the Arrangement in its entirety . The Certificate of Arrangement shall be conclusive evidence that the Arrangement has become effective and that each of the provisions in Section 4 5 . 4 has become effective in the sequence set forth therein . No portion of this Plan shall take effect with respect to any party or Person until the Effective Time . ARTICL E 9 ARTICLE 8 MISCELLANEOUS 1. 8.1 Waiver of Defaults Except as provided in Section 16 of the Backstop Commitment Letter, from and after the Effective Time, all Persons shall be deemed to have consented and agreed to all of the provisions of this Plan in its entirety . Without limiting the foregoing, and except as provided in Section 16 of the Backstop Commitment Letter, all Persons shall be deemed to have : (a) waived any and all defaults or events of default, third - party change of control rights or any non - compliance with any covenant, warranty, representation, term, provision, condition or obligation, expressed or implied, in any contract, instrument, credit document, lease, licence, guarantee, agreement for sale or other agreement, written or oral, in each case relating to, arising out of, or in connection with, the Debt or the Debt Documents, the Support Agreement, the Backstop

 

 

- 30 - Commitment Letter, the Arrangement, this Plan, the transactions contemplated hereunder and any proceedings commenced with respect to or in connection with this Plan and any and all amendments or supplements thereto . Any and all notices of default and demands for payment or any step or proceeding taken or commenced in connection with any of the foregoing shall be deemed to have been rescinded and of no further force or effect, provided that nothing shall be deemed to excuse the Just Energy Entities and their respective successors from performing their obligations under this Plan ; and (b) agreed that, if there is any conflict between the provisions of any agreement or other arrangement, written or oral, existing between such Person and the Just Energy Entities and the provisions of this Plan, then the provisions of this Plan take precedence and priority and the provisions of such agreement or other arrangement are deemed to be amended accordingly, provided, however, that notwithstanding any other provision of this Plan, nothing herein shall affect the obligations of any of the Just Energy Entities to any employee thereof in their capacity as such (for greater certainty, other than with respect to the Affected Equity and the Affected Equity Claims), including any contract of employment between any Person and any of the Just Energy Entities . 2. 8.2 Amendments to the Plan of Arrangement Subject to the terms and conditions of the Support Agreement , the Convertible Debentureholder Support Agreement and the Backstop Commitment Letter and the Interim Order : (a) the Applicants reserve the right to amend, restate, modify and/or supplement this Plan at any time and from time to time, provided that (except as provided in subsection (c) below) any such amendment, restatement, modification or supplement must be contained in a written document that is (i) filed with the Court (either before or as soon as practicable following the Meetings provided that written copies of any such amendments, restatements, modifications or supplements are provided at the Meetings) and, if made following the Meetings, approved by the Court, and (ii) communicated to the Securityholders in the manner required by the Court (if so required) ; (b) any amendment, modification or supplement to this Plan may be proposed by the Applicants at any time prior to or at the Meetings, with or without any prior notice or communication (other than as may be required under the Interim Order), and if so proposed and accepted at the Meetings, shall become part of this Plan for all purposes ; and (c) any amendment, modification or supplement to this Plan may be made following the Meetings by the Applicants, without requiring filing with, or approval of, the Court, provided that it concerns a matter which is of an administrative nature and is required to better give effect to the implementation of this Plan and is not

 

 

- 31 - materially adverse to the financial or economic interests of any of the Securityholders. 3. 8.3 Consents, Waivers and Agreements Except as provided in Section 16 of the Backstop Commitment Letter, at the Effective Time, each Debtholder and any other Person affected by this Plan will be deemed to have consented and agreed to all of the provisions of this Plan in its entirety . Without limitation to the foregoing, and except as provided in Section 16 of the Backstop Commitment Letter, each Debtholder and any other Person affected by this Plan (including, without limitation, the Trustees, the Term Loan Agent, the Existing Common Shareholders and the Existing Preferred Shareholders) will be deemed : (a) to have executed and delivered to the Applicants all consents, releases, assignments and waivers, statutory or otherwise, required to implement and carry out this Plan in its entirety ; (b) to have waived any non - compliance or default by the Just Energy Entities with or of any provision, express or implied, in any agreement or other arrangement, written or oral, existing between such Debtholder or other Person and the Just Energy Entities with respect to the Debt or the Debt Documents that has occurred or exists on or prior to the Effective Time ; and (c) to have agreed that, if there is any conflict between the provisions of any such agreement and the provisions of this Plan, then the provisions of this Plan take precedence and priority and the provisions of such agreement or other arrangement are deemed to be amended accordingly . 4. 8.4 Paramountcy On and from the Effective Time, any conflict between this Plan and the covenants, warranties, representations, terms, conditions, provisions or obligations, expressed or implied, of any contract, mortgage, security agreement, indenture, trust indenture, loan agreement, support agreement, commitment letter, by - laws or other agreement, written or oral, and any and all amendments or supplements thereto existing between one or more of the Debtholders, on the one hand, and any of the Applicants, on the other hand, as at the Effective Date will be deemed to be governed by the terms, conditions and provisions of this Plan and the Final Order, which shall take precedence and priority . 5. 8.5 Credit Facility Lenders Notwithstanding any other provision of this Plan, (i) nothing herein shall affect the obligations of any of the Just Energy Entities to the Credit Facility Administrative Agent, the Collateral Agent or the Credit Facility Lenders under or in connection with the Credit Agreement or any other Credit Document (as defined in the Credit Agreement), and (ii) all rights, remedies, interests, claims and entitlements of the Credit Facility Administrative Agent, the Collateral Agent and the Credit Facility Lenders under and in respect of the Credit Agreement and the other Credit Documents shall remain unaffected in all respects by this Plan (including all transactions,

 

 

- 32 - releases, injunctions, waivers and deeming provisions contemplated herein) . Without limiting the foregoing, the provisions of Article 6 7 and Sections 4 5 . 3 , 4 5 . 4 , 7 8 . 2 , 8 9 . 1 , 8 9 . 3 , 8 9 . 4 and 8 9 . 9 10 shall not apply to the Credit Facility Administrative Agent, the Collateral Agent and the Credit Facility Lenders or the obligations of any of the Just Energy Entities to the Credit Facility Administrative Agent, the Collateral Agent or the Credit Facility Lenders under or in connection with the Credit Agreement or any other Credit Document, and the capitalized term “Persons”, as used herein, shall exclude the Credit Facility Administrative Agent, the Collateral Agent and the Credit Facility Lenders in their capacity as such . 6. 8.6 Deeming Provisions In this Plan, the deeming provisions are not rebuttable and are conclusive and irrevocable. 7. 8.7 Severability If prior to the Effective Date, any provision of this Plan is held by the Court to be invalid, void or unenforceable, the Court, at the request of Just Energy and subject to the consent of counsel to the Term Loan Debtholders, acting reasonably, may alter and/or interpret such provision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of such provision, and such provision will then be applicable as altered or interpreted and the remainder of the provisions of this Plan will remain in full force and effect and will in no way be invalidated by such alteration or interpretation . 8. 8.8 Term Loan Debtholders and Initial Backstoppers For the purposes of this Plan, the Applicants shall be entitled to rely on written confirmation from Torys LLP that the Term Loan Debtholders or the Initial Backstoppers (as defined in the Backstop Commitment Letter), as applicable, have agreed to, waived, consented to or approved a particular matter . 9. Convertibl e Debentureholders For the purposes of this Plan, the Applicants shall be entitled to rely on written confirmation from Goodmans LLP that the Supporting Convertible Debentureholders, have agree d to , waived , consente d t o o r approve d a particula r matter . 10. 8.9 Notices Any notices or communication to be made or given hereunder shall be in writing and shall reflect this Plan and may, subject as hereinafter provided, be made or given by the Person making or giving it or by any agent of such Person authorized for that purpose by personal delivery, by prepaid mail or by e - mail addressed to the respective parties as follows : (i) if to Just Energy: Just Energy Group Inc. 100 King Street West, Suite 2630 Toronto, Ontario

 

 

- 33 - M5X 1E1 Attention: Email: Jonah Davids jdavids@justenergy.com With a required copy (which shall not be deemed notice) to: Osler, Hoskin & Harcourt LLP 100 King Street West, Suite 6200 Toronto, Ontario M5X 1B8 Attention: Email: Marc Wasserman & Michael De Lellis mwasserman@osler.com mdelellis@osler.com if to the Term Loan Debtholders or the Initial Backstoppers (ii) Torys LLP 79 Wellington St., 30th Floor Toronto, Ontario M5K 1N2 Attention: Email: Tony DeMarinis tdemarinis@tor y s.com i f t o th e Supportin g Convertibl e Debentureholders (iii) Goodman s LLP 33 3 Ba y Street. , 34t h Floor Toronto , Ontari o M5 H 2S7 Attention: Robert J. Chadwick Email: rchadwick@goodmans.ca or to such other address as any party above may from time to time notify the others in accordance with this Section 8 9 . 8 9 . In the event of any strike, lock - out or other event which interrupts postal service in any part of Canada, all notices and communications during such interruption may only be given or made by personal delivery or by email and any notice or other communication given or made by prepaid mail within the five ( 5 ) Business Day period immediately preceding the commencement of such interruption, unless actually received, shall be deemed not to have been given or made . Any such notices and communications so given or made shall be deemed to have been given or made and to have been received on the day of delivery if delivered, or on the day of emailing, provided that such day in either event is a Business Day and the communication is so delivered or emailed before 5 : 00 p . m . on such day . Otherwise, such communication shall be deemed to have been given and made and to have been received on the next following Business Day . The unintentional failure by the Applicants to give a notice contemplated hereunder to any

 

 

- 34 - particular Securityholder shall not invalidate this Plan or any action taken by any Person pursuant to this Plan. 9.11 8.10 Further Assurances Notwithstanding that the transactions and events set out herein will occur and be deemed to occur in the order set out in this Plan without any further act or formality, each of the Persons named or referred to in, affected by or subject to, this Plan will make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them to carry out the full intent and meaning of this Plan and to give effect to the transactions contemplated herein .

 

 

 

Exhibit 99.4

 

Execution Version SUPPORT AGREEMENT SUPPLEMENT WHEREAS , Sagard Credit Partners, LP, Sagard Credit Partners (Cayman), LP, LVS III SPE XV LP, TOCU XVII LLC, HVS XVI LLC and OC II LVS XIV LP (collectively, the “ Lenders ”) and Just Energy Group Inc . (the “ Company ” or “ Just Energy ”) executed a Support Agreement on July 8 , 2020 (the “ Support Agreement ”) regarding a recapitalization transaction to be implemented pursuant to a plan of arrangement under the Canada Business Corporations Act (the “ CBCA ”) in respect of the Company . AND WHEREAS , the Company filed a plan of arrangement dated July 17 , 2020 (the “ Original Plan ”) in its CBCA proceedings . AND WHEREAS the Company wishes to amend and restate the Original Plan, substantially in the form of the Amended & Restated Plan of Arrangement attached as Schedule A hereto (the “ A&R Plan ”) . AND WHEREAS in connection with and pursuant to the terms of the A&R Plan, the Lenders will subscribe for common shares of the Company (the “ Common Shares ”) . NOW THEREFORE , the Company and the Lenders (each a “ Party ” and, collectively, the “ Parties ”) hereby agree as follows : 1. Private Placement Subject to satisfaction of the terms and conditions set out in the Support Agreement and the A&R Plan, each of the Lenders set out in Schedule B severally and not jointly agree to subscribe for and receive on the Effective Date the number of New Common Shares (as defined in the A&R Plan) listed beside its respective name on Schedule B for an aggregate of 1 , 075 , 615 New Common Shares and at a purchase price of C $ 3 . 412 per New Common Share for an aggregate amount of approximately C $ 3 , 670 , 000 (the “ Private Placement Shares ”), all as referred to in the A&R Plan and in accordance with the terms and conditions therein, and all to be registered in the names of the Lenders listed on Schedule B in accordance with the registration details previously provided by the Lenders to the Company’s legal counsel . 2. A&R Plan Each Lender hereby acknowledges and agrees that the A&R Plan is in form and substance acceptable to such Lender . For greater certainty, any further amendments to the A&R Plan remain subject to the approval of the Lenders in accordance with the Support Agreement . 3. New Term Loan/Credit Agreement Amendment Schedule “A” to the Term Sheet, as defined in the Support Agreement, is hereby replaced by Schedule C hereto, and Schedule “C” to the Term Sheet is hereby replaced by Schedule D hereto .

 
 

2 4. Representations and Warranties of the Lenders Each Lender, severally and not jointly, hereby represents and warrants to the Company that as of the date hereof: (a) it (i) is a sophisticated party with sufficient knowledge and experience to evaluate properly the terms and conditions of this Supplement ; (ii) has conducted its own analysis and made its own decision to enter into this Supplement ; (iii) has obtained such independent advice in this regard as it deemed appropriate ; and (iv) has not relied in such analysis or decision on any Person other than its own independent advisors ; (b) this Supplement has been duly authorized, executed and delivered by it, and, assuming the due authorization, execution and delivery by the other Parties, this Supplement constitutes a legal, valid and binding obligation of such Lender, enforceable against such Lender in accordance with its terms, subject to laws of general application and bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and general principles of equity ; and (c) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all approvals necessary to execute and deliver this Supplement and to perform its obligations hereunder . 5. The Company’s Representations and Warranties The Company represents and warrants to each of the Lenders that as of the date hereof: (a) it (i) is a sophisticated party with sufficient knowledge and experience to evaluate properly the terms and conditions of this Supplement ; (ii) has conducted its own analysis and made its own decision to enter into this Supplement ; (iii) has obtained such independent advice in this regard as it deemed appropriate ; and (iv) has not relied in such analysis or decision on any Person other than its own independent advisors ; (b) this Supplement has been duly authorized, executed and delivered by it, and, assuming the due authorization, execution and delivery by all Parties, this Supplement constitutes a legal, valid and binding obligation of it, enforceable in accordance with its terms, subject to laws of general application and bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and general principles of equity ; and (c) the execution and delivery of this Supplement by it and the completion by it of the transactions contemplated herein do not and will not in any material respect, (i) violate or conflict with any judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its properties or assets or material subsidiaries or (ii) result (with due notice or the passage of time or both) in a violation, conflict or breach of, or constitute a default under, or require any

 
 

3 consent to be obtained under its certificate of incorporation, articles, bylaws or other constating documents. The Company represents and warrants to each of the Lenders that, as of the closing of the transactions contemplated hereby, the Private Placement Shares issued to the Lenders hereunder will be duly authorized, validly issued, fully paid and non - assessable and the Private Placement Shares shall be subject to the applicable transfer restrictions under U . S . securities laws . 6. Miscellaneous (a) All references in the Support Agreement and Schedule A thereto shall as of and following the date hereof be interpreted as follows : (a) references to the Support Agreement shall mean the Support Agreement as amended and supplemented by this Supplement ; (b) references to the Plan shall mean the A&R Plan ; and (c) references to the Recapitalization Transaction shall mean the Recapitalization Transaction as amended by the A&R Plan . (b) In accordance with section 8 (a) and other provisions of the Support Agreement, all documents relating to the New Subordinated Notes, as defined in the A&R Plan, shall be in form and substance acceptable to the Lenders, acting reasonably . (c) The headings in this Supplement are for reference only and shall not affect the meaning or interpretation of this Supplement . (d) The representations and warranties of the parties contained herein shall survive the closing of the transactions contemplated hereby for a period of one ( 1 ) year . (e) Unless the context otherwise requires, words importing the singular shall include the plural and vice versa and words importing any gender shall include all genders . (f) This Supplement, together with the Support Agreement, constitutes the entire agreement and supersedes all prior agreements and understandings, both oral and written, among the Parties with respect to the subject matter hereof . (g) This Supplement may be modified, amended or supplemented as to any matter in writing (which may include e - mail) by the Company and the Lenders . (h) Any Person signing this Supplement in a representative capacity (i) represents and warrants that he/she is authorized to sign this Supplement on behalf of the Party he/she represents and that his/her signature upon this Supplement will bind the represented Party to the terms hereof, and (ii) acknowledges that the other Parties hereto have relied upon such representation and warranty . ( i) This Supplement shall be governed by, construed and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein (excluding any conflict of laws rule or principle which might refer such construction to the laws of another jurisdiction) and all actions or proceedings

 
 

4 arising out of or relating to this Supplement shall be heard and determined exclusively in the courts of the Province of Ontario. ( j) It is understood and agreed by the Parties that money damages would not be a sufficient remedy for any breach of this Supplement and each non - breaching Party shall be entitled, in addition to any other remedy that may be available under applicable law, to specific performance and injunctive or other equitable relief as a remedy of any such breach, including an order by a court of competent jurisdiction requiring any Party to comply promptly with any of such obligations . (k) Unless expressly stated otherwise herein, this Supplement is intended to solely bind and inure to the benefit of the Parties and their respective successors, permitted assigns, heirs, executors, administrators and representatives . No other person or entity shall be a third party beneficiary hereof . ( l) No Party may assign, delegate or otherwise transfer any of its rights, interests or obligations under this Supplement without the prior written consent of the other Parties hereto . (m) This Supplement may be executed by electronic means and in one or more counterparts, all of which shall be considered one and the same agreement. [Remainder of Page Intentionally Left Blank]

 
 

IN WITNESS WHEREOF , each of the undersigned has caused this Supplement to be duly executed and delivered by its proper and duly authorized officer as of the date first written above. JUST ENERGY GROUP INC. Per: “James Brown” Name: James (Jim) Brown Title: Chief Financial Officer

 
 

- 2 - SAGARD CREDIT PARTNERS, LP, BY ITS GENERAL PARTNER, SAGARD CREDIT PARTNERS GP, INC. Per: Per: SAGARD CREDIT PARTNERS (CAYMAN), LP, BY ITS GENERAL PARTNER, SAGARD CREDIT PARTNERS GP, INC. Per: Per:

 
 

- 3 - LVS III SPE XV LP BY: LVS III GP LLC, ITS GENERAL TOCU XVII LLC OC II LVS XIV LP BY: OC II GP I LLC, ITS GENERAL PARTNER

 
 

SCHEDULE “A” Amended & Restated Plan of Arrangement

 
 

Court File No. CV - 20 - 00643596 - 00CL ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST IN THE MATTER OF AN APPLICATION UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT , R.S.C. 1985, c. C - 44, AS AMENDED AND IN THE MATTER OF RULE 14.05(2) OF THE RULES OF CIVIL PROCEDURE AND IN THE MATTER OF A PROPOSED ARRANGEMENT OF JUST ENERGY GROUP INC. AND 12175592 CANADA INC. PLAN OF ARRANGEMENT August 25, 2020

 
 

TABLE OF CONTENTS P age ARTICLE 1 INTERPRETATION................................................................................................. 1 1.1 Definitions.............................................................................................................. 1 1.2 Articles of Reference ........................................................................................... 14 1.3 Interpretation Not Affected by Headings............................................................. 14 1.4 Gender and Number ............................................................................................. 14 1.5 Date for any Action.............................................................................................. 14 1.6 Time ..................................................................................................................... 14 1.7 Statutory References ............................................................................................ 14 1.8 Successors and Assigns........................................................................................ 14 1.9 Currency............................................................................................................... 14 1.10 Governing Law .................................................................................................... 15 ARTICLE 2 TREATMENT OF NOTEHOLDERS AND EXISTING SHAREHOLDERS....... 15 2.1 Treatment of Senior Unsecured Debtholders....................................................... 15 2.2 Treatment of Convertible Debentureholders ....................................................... 15 2.3 Treatment of Existing Equity Holders ................................................................. 16 2.4 Treatment of Backstoppers .................................................................................. 17 2.5 Unaffected Persons .............................................................................................. 17 ARTICLE 3 PRIVATE PLACEMENT....................................................................................... 17 3.1 Issuance of Private Placement Shares .................................................................. 17 ARTICLE 4 ISSUANCES, DISTRIBUTIONS AND ELECTIONS .......................................... 17 4.1 Delivery of New Term Loans .............................................................................. 17 4.2 Delivery of New Subordinated Notes .................................................................. 17 4.3 Delivery of New Common Shares ....................................................................... 18 4.4 No Liability in Respect of Deliveries .................................................................. 18 4.5 Election to Participate in New Equity Offering ................................................... 19 ARTICLE 5 ARRANGEMENT .................................................................................................. 19 5.1 Corporate Authorizations..................................................................................... 19 5.2 Articles of Arrangement and Effective Date. ...................................................... 19 5.3 Binding Effect ...................................................................................................... 19 5.4 The Arrangement ................................................................................................. 20 5.5 Securities Law Matters ........................................................................................ 24 5.6 Stated Capital ....................................................................................................... 25 - i -

 
 

TABLE OF CONTENTS (continued) P age ARTICLE 6 IMPLEMENTATION OF ARRANGEMENT ....................................................... 25 6.1 Withholding Rights .............................................................................................. 25 6.2 Allocation of Payments........................................................................................ 25 6.3 Fractional Interests............................................................................................... 26 6.4 Calculations.......................................................................................................... 26 ARTICLE 7 RELEASES ............................................................................................................. 26 7.1 Release of Released Parties and Extinguishment of Affected Equity Claims .................................................................................................................. 26 7.2 Injunctions............................................................................................................ 27 7.3 Existing Equity Class Action Claims................................................................... 27 ARTICLE 8 CONDITIONS PRECEDENT TO PLAN IMPLEMENTATION.......................... 28 8.1 Conditions Precedent to Implementation of this Plan.......................................... 28 8.2 Effectiveness ........................................................................................................ 28 ARTICLE 9 MISCELLANEOUS ............................................................................................... 29 9.1 Waiver of Defaults ............................................................................................... 29 9.2 Amendments to the Plan of Arrangement............................................................ 29 9.3 Consents, Waivers and Agreements .................................................................... 30 9.4 Paramountcy ........................................................................................................ 30 9.5 Credit Facility Lenders ........................................................................................ 31 9.6 Deeming Provisions ............................................................................................. 31 9.7 Severability .......................................................................................................... 31 9.8 Term Loan Debtholders and Initial Backstoppers ............................................... 31 9.9 Convertible Debentureholders ............................................................................. 32 9.10 Notices ................................................................................................................. 32 9.11 Further Assurances............................................................................................... 33 - ii -

 
 

PLAN OF ARRANGEMENT UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT ARTICLE 1 I N TE RPR ET A TION 1.1 Definitions “ $ 100 Million Convertible Debentures ” means the $ 100 , 000 , 000 aggregate principal amount of 6 . 75 % convertible unsecured senior subordinated debentures of the Company maturing March 31 , 2023 , issued on February 22 , 2018 pursuant to the $ 100 Million Debenture Indenture . “ $ 100 Million Debenture Indenture ” means the trust indenture made as of February 22 , 2018 between the Company and the $ 100 Million Debenture Trustee, as may be supplemented, amended or restated from time to time . “ $ 100 Million Debenture Trustee ” means Computershare as trustee under the $ 100 Million Debenture Indenture . “ 121 Canada ” means 12175592 Canada Inc . “ $ 150 Million Bond Trustee ” means U . S . Bank Trustees Limited as trustee under the $ 150 Million Convertible Bonds Trust Deed . “ $ 150 Million Convertible Bonds ” means the US $ 150 million aggregate principal amount of the 6 . 5 % convertible bonds of the Company issued on January 29 , 2014 , pursuant to the $ 150 Million Convertible Bonds Trust Deed . “ $ 150 Million Convertible Bonds Trust Deed ” means the trust deed dated as of January 29 , 2014 , between the Company, the $ 150 Million Bond Trustee and Elavon Financial Services Limited, UK Branch . “ $ 160 Million Convertible Debentures ” means the $ 160 , 000 , 000 aggregate principal amount of 6 . 75 % convertible unsecured senior subordinated debentures of the Company maturing December 31 , 2021 , issued on October 5 , 2016 pursuant to the $ 160 Million Debenture Indenture . “ $ 160 Million Debenture Indenture ” means the trust indenture made as of October 5 , 2016 between the Company and the $ 160 Million Debenture Trustee as may be supplemented, amended or restated from time to time . “ $ 160 Million Debenture Trustee ” means Computershare as trustee under the $ 160 Million Debenture Indenture . “ Additional Subscription Shares ” means the “Additional Subscription Shares” (as defined in the Backstop Commitment Letter) that may be issued following the Common Share Consolidation to the Backstoppers pursuant to the Backstop Commitment Letter and Section 5 . 4 of this Plan .

 
 

- 2 - “ Affected Equity ” means the securities referred to in clause (ii) of the definition of “Existing Equity” . “ Affected Equity Claims ” means an equity claim (as defined in section 2 ( 1 ) of the Companies’ Creditors Arrangement Act ) in respect of the Just Energy Entities, other than an Existing Equity Class Action Claim . “ Allotted Offered Shares ” means, with respect to a Participating Securityholder, the number of Offered Shares determined by dividing that Participating Securityholder’s Subscription Amount by the Subscription Price . “ Amended & Restated Term Loan Agreement ” means the amended and restated Term Loan Agreement, in the form appended to the Support Agreement, which, for the avoidance of doubt, shall not constitute a Senior Unsecured Debt Document . “ Amended & Restated Term Loan Documents ” means the Amended & Restated Term Loan Agreement and all related documentation required under the Amended & Restated Term Loan Agreement, including without limitation, all guarantees and security documentation related thereto and required by Section 3 . 01 thereof to be delivered as a condition precedent to the effectiveness of the Amended & Restated Term Loan Agreement and for greater certainty, includes the Continuing Guarantees . “ Applicants ” means, collectively, Just Energy and 121 Canada . “ Arrangement ” means an arrangement under section 192 of the CBCA on the terms and subject to the conditions set out in this Plan, subject to any amendments or variations thereto made in accordance with the Support Agreement, the Backstop Commitment Letter and this Plan or made at the direction of the Court in the Interim Order or the Final Order . “ Arrangement Resolution ” means, collectively, the resolutions of the Senior Unsecured Debtholders, the Convertible Debentureholders and the Shareholders, in substantially the form attached to the Information Circular, to be considered at the Meetings to, among other things, approve the Arrangement and this Plan . “ Articles of Arrangement ” means the articles of arrangement of the Applicants in respect of the Arrangement required under Subsection 192 ( 6 ) of the CBCA to be sent to the Director after the Final Order is made, which shall include this Plan, with any such modifications as may be acceptable to the Applicants and made in accordance with the terms of the Support Agreement and the Backstop Commitment Letter . “ Backstop Commitment ” means the commitment of each Backstopper to purchase its share of the Backstopped Shares, pursuant to and in accordance with the terms of this Plan, the Interim Order, the Final Order and the Backstop Commitment Letter . “ Backstop Commitment Fee ” means a cash commitment fee in the amount of US $ 2 , 190 , 000 , which is payable in accordance with the Backstop Commitment Letter and shall be applied by the Initial Backstoppers to purchase the Backstop Commitment Fee Shares .

 
 

- 3 - “ Backstop Commitment Fee Shares ” means the aggregate of 367 , 040 Common Shares to be issued following the Common Share Consolidation to the Initial Backstoppers in accordance with the Backstop Commitment Letter and Section 5 . 4 of this Plan . “ Backstop Commitment Letter ” means the backstop commitment letter dated as of July 8 , 2020 among Just Energy and the Backstoppers, pursuant to which the Backstoppers agreed to, among other things, acquire any of the Offered Shares not otherwise purchased by Eligible Securityholders pursuant to the New Equity Offering . “ Backstop Funding Fee ” means a cash funding fee in the amount of US $ 2 , 920 , 000 , which is payable in accordance with the Backstop Commitment Letter and shall be applied by the applicable Backstoppers to purchase the Backstop Funding Fee Shares . “ Backstop Funding Fee Shares ” means the aggregate of 489 , 386 Common Shares to be issued following the Common Share Consolidation to the applicable Backstoppers in accordance with the Backstop Commitment Letter and Section 5 . 4 of this Plan . “ Backstop Percentage ” means, with respect to each Backstopper, its Backstop Commitment divided by the aggregate Backstop Commitments of all Backstoppers . “ Backstopped Shares ” means the Offered Shares, excluding the Offered Shares to be issued to Participating Securityholders . “ Backstoppers ” means those Persons who have entered into the Backstop Commitment Letter and any Person (or their permitted assigns) that executes a Joinder (as defined in the Backstop Commitment Letter) and becomes a party to the Backstop Commitment Letter in accordance therewith . “ Bondholders ” means holders of the $150 Million Convertible Bonds. “ Business Day ” means any day, other than a Saturday or a Sunday or civic holiday, on which commercial banks are generally open for business in Toronto, Ontario . “ Canadian Securities Commissions ” means, collectively, the applicable securities commissions or regulatory authorities in each of the provinces and territories of Canada . “ Canadian Securities Laws ” means, collectively, and, as the context may require, the applicable securities laws of each of the provinces and territories of Canada, and the respective regulations and rules made under those securities laws together with all applicable published policy statements, instruments, blanket orders and rulings of the Canadian Securities Commissions and all discretionary orders or rulings, if any, of the Canadian Securities Commissions made in connection with the transactions contemplated by this Agreement together with applicable published policy statements of the Canadian Securities Administrators, as the context may require . “ CBCA ” means the Canada Business Corporations Act , R.S.C. 1985, c. C - 44. “ CDS ” means CDS Clearing and Depository Services Inc., or any of its successors or assigns.

 
 

- 4 - “ Certificate of Arrangement ” means the certificate of arrangement to be issued by the Director pursuant to Section 192 ( 7 ) of the CBCA giving effect to the Articles of Arrangement and this Plan in accordance with Section 262 of the CBCA . “ Claims ” means any right or claim of any Person that may be asserted or made in whole or in part against the applicable Persons, or any of them, in any capacity, whether or not asserted or made, in connection with any indebtedness, liability or obligation of any kind whatsoever, and any interest accrued thereon or costs payable in respect thereof, whether at law or in equity, including by reason of the commission of a tort (intentional or unintentional), by reason of any breach of contract or other agreement (oral or written), by reason of any breach of duty (including, any legal, statutory, equitable or fiduciary duty) or by reason of any equity interest, right of ownership of or title to property or assets or right to a trust or deemed trust (statutory, express, implied, resulting, constructive or otherwise), and together with any security enforcement costs or legal costs associated with any such claim, and whether or not any indebtedness, liability or obligation is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, unsecured, perfected, unperfected, present or future, known or unknown, by guarantee, warranty, surety or otherwise, and whether or not any right or claim is executory or anticipatory in nature, including any claim made or asserted against the applicable Persons, or any of them, through any affiliate, subsidiary, associated or related Person, or any right or ability of any Person to advance a claim for an accounting, reconciliation, contribution, indemnity, restitution or otherwise with respect to any matter, grievance, action (including any class action or proceeding before an administrative or regulatory tribunal), cause or chose in action, whether existing at present or commenced in the future . “ Clearstream ” means Clearstream Banking, or any of its successors or assigns . “ Collateral Agent ” means National Bank of Canada, in its capacity as collateral agent for the Senior Secured Creditors . “ Common Share Consolidation ” means the consolidation of the Existing Common Shares on the basis of one ( 1 ) Common Share for every thirty - three ( 33 ) Existing Common Shares . As a result, the Existing Common Shares will be consolidated into 4 , 595 , 169 Common Shares following the Common Share Consolidation . “ Common Shareholder ” means a holder of Common Shares. “ Common Shares ” means common shares in the capital of Just Energy. “ Company ” or “ Just Energy ” means Just Energy Group Inc. “ Computershare ” means Computershare Trust Company of Canada. “ Continuing Guarantees ” means any guarantee or lien documentation provided by any Person other than a Just Energy Entity in favour of the Term Loan Agent on behalf of the lenders under the Term Loan Agreement which, for the avoidance of doubt, shall not constitute a Senior Unsecured Debt Document .

 
 

- 5 - “ Convertible Debenture Debt Documents ” means, collectively : (i) the $ 160 Million Debenture Indenture ; (ii) the $ 100 Million Debenture Indenture ; and (iii) all related documentation . “ Convertible Debenture Exchange Shares ” means the aggregate 9 , 339 , 379 Common Shares to be issued following the Common Share Consolidation to Convertible Debentureholders in exchange for their Convertible Debentureholder Claims in accordance with Section 5 . 4 of this Plan, subject to Section 6 . 3 of this Plan . “ Convertible Debentureholder Claims ” means all Obligations in respect of the Convertible Debentures and the Convertible Debenture Debt Documents . “ Convertible Debentureholder Pro Rata Share ” means the percentage that the principal amount of Convertible Debentures held by a Convertible Debentureholder bears to the aggregate principal amount of all Convertible Debentures immediately prior to the Effective Time . “ Convertible Debentureholder Support Agreement ” means the support agreement (and all schedules and exhibits thereto) among Just Energy and certain Convertible Debentureholders dated August 25 , 2020 , as the same may be amended or restated from time to time in accordance with its terms . “ Convertible Debentureholders ” means the holders of the Convertible Debentures. “ Convertible Debentureholders’ Meeting ” means the meeting of the Convertible Debentureholders to be held on the Meeting Date in accordance with the Interim Order to consider and, if deemed advisable, approve the Arrangement Resolution and to consider such other matters as may properly come before such meeting, and any adjournment(s) or postponement(s) thereof . “ Convertible Debentures ” means, collectively, the $ 160 Million Convertible Debentures and the $ 100 Million Convertible Debentures . “ Corporation Released Parties ” means, collectively, the Just Energy Entities, and each of their respective current and former directors, officers, managers, partners, employees, auditors, financial advisors, legal counsel and agents . “ Court ” means the Ontario Superior Court of Justice (Commercial List). “ Credit Agreement ” means the eighth amended and restated credit agreement dated as of April 18 , 2018 , by and among Just Energy Ontario L . P . , Just Energy (U . S . ) Corp . , as borrowers, the Credit Facility Administrative Agent and the Credit Facility Lenders, as such credit agreement may be amended, restated, supplemented or otherwise modified from time to time . “ Credit Facility Administrative Agent ” means National Bank of Canada, in its capacity as administrative agent for the Credit Facility Lenders . “ Credit Facility Lenders ” means each of the lenders party to the Credit Agreement from time to time and each of their respective affiliates that is a cash management services provider and/or a hedge provider to any of the Just Energy Entities . “ Debt ” means the debt outstanding under the Debt Documents.

 
 

- 6 - “ Debt Documents ” means, collectively, the Senior Unsecured Debt Documents and the Convertible Debenture Debt Documents . “ Debtholder Claims ” means, collectively, the Senior Unsecured Debtholder Claims and the Convertible Debentureholder Claims . “ Debtholder Released Parties ” means, collectively, (i) the Trustees and the Term Loan Agent, (ii) the Term Loan Debtholders, (iii) the Backstoppers, (iv) Supporting Convertible Debentureholders and (v) for each of the entities named in the foregoing clauses (i) through (iv), each of their respective current and former directors, officers, managers, partners, employees, auditors, financial advisors, legal counsel and agents . “ Debtholders ” means, collectively, the Senior Unsecured Debtholders and the Convertible Debentureholders . “ Director ” means the Director appointed under Section 260 of the CBCA . “ DSGs ” means deferred share grants of the Company issued pursuant to the 2010 Directors’ Compensation Plan, as amended from time to time. “ DTC ” means the Depository Trust & Clearing Corporation, or any of its successors or assigns. “ Effective Date ” means the date shown on the Certificate of Arrangement issued by the Director. “ Effective Time ” means 12:01 a.m. on the Effective Date or such other date or time as the Applicants may determine. “ Eligible Securityholder ” means a Person that : (i) is on the Record Date a Senior Unsecured Debtholder, Convertible Debentureholder or Common Shareholder ; or (ii) a Holding Preferred Shareholder ; and (iii) if such Person referred to in (i) or (ii) is resident outside of Canada or the United States, is qualified to participate in the New Equity Offering in accordance with the laws of its jurisdiction of residence and has provided evidence satisfactory to Just Energy to demonstrate such qualification . “ Equity Allocation ” means: (i) in respect of the Senior Unsecured Debtholders, 1 , 476 , 957 Offered Shares ; (i) in respect of the Convertible Debentureholders, 16 , 781 , 687 Offered Shares ; (ii) in respect of the Preferred Shareholders, 2 , 796 , 948 Offered Shares ; and (iii) in respect of the Common Shareholders, 8 , 256 , 938 of the Offered Shares . “ Escrow Agent ” means the escrow agent appointed pursuant to the Escrow Agreement . “ Escrow Agreement ” means an escrow agreement on customary terms and conditions to be entered into in connection with the New Equity Offering, in form and substance acceptable to the Company and the Initial Backstoppers, each acting reasonably .

 
 

- 7 - “ Euroclear ” means Euroclear Bank SA/NV, as operator of the Euroclear System, or any of its successors or assigns . “ Existing Common Shareholders ” means holders of Existing Common Shares. “ Existing Common Shares ” means the Common Shares of Just Energy issued and outstanding on the Effective Date immediately prior to the Effective Time but excluding, for greater certainty, the Offered Shares . “ Existing Equity ” means : (i) all Existing Common Shares, Existing Preferred Shares, RSGs, PBGs and DSGs and (ii) all options, warrants, rights or similar instruments derived from, relating to, or exercisable, convertible or exchangeable therefor (including, for the avoidance of doubt, such rights existing under the Purchase Agreement dated September 10 , 2018 among the Company and 8704104 Canada Inc . , among others, and the documents ancillary thereto), in each case that are issued and outstanding immediately prior to the Effective Time . “ Existing Equity Class Action Claims ” means, collectively : (i) Civil Action 20 - 590 Thaddeus White, et al . v . Just Energy Group Inc . , et al .; (ii) Gilchrist v . Just Energy Group Inc, . et al . (Ontario Superior Court of Justice, Court File No . CV - 19 - 627174 - 00 CP) commenced on September 11 , 2019 ; (iii) S aha v . Just Energy Group Inc . , et al . (Ontario Superior Court of Justice, Court File No . CV - 19 - 630737 - 00 CP) ; and (iv) any claim for contribution or indemnity in respect of or related to those claims listed in (i) to (iii) above . “ Existing Equity Holders ” means holders of any Existing Equity. “ Existing Preferred Shareholders ” means holders of Existing Preferred Shares. “ Existing Preferred Shares ” means the Preferred Shares of Just Energy issued and outstanding on the Effective Date immediately prior to the Effective Time . “ Final Order ” means the final order of the Court approving this Plan and providing for the treatment of Existing Equity Class Action Claims and Affected Equity Claims as contemplated herein, as such order may be amended at any time prior to the Effective Date or, if appealed, then unless such appeal is withdrawn or denied, as affirmed or amended on appeal . “ Governmental Entity ” means any government, regulatory authority, governmental department, agency, commission, bureau, official, minister, Crown corporation, court, board, tribunal or dispute settlement panel or other law, rule or regulation - making organization or entity : (a) having or purporting to have jurisdiction on behalf of any nation, province, territory or state or any other geographic or political subdivision of any of them ; or (b) exercising, or entitled or purporting to exercise any administrative, executive, judicial, legislative, policy, regulatory or axing authority or power . “ Holding Preferred Shareholder ” in respect of a Preferred Share, means a Preferred Shareholder of such Preferred Share as of the Record Date that continues to hold all such Preferred Shares held as of the Record Date until the Effective Date . “ Information Circular ” has the meaning ascribed thereto in the Interim Order.

 
 

- 8 - “ Initial Backstoppers ” means the Backstoppers that executed the Backstop Commitment Letter on July 8 , 2020 . “ Insurance Policies ” means, collectively, the insurance policies of Just Energy that are available to pay insured claims in respect of Just Energy or its current or former directors and officers including, without limitation, Existing Equity Class Action Claims . “ Interim Order ” means the interim order of the Court pursuant to Section 192 ( 4 ) of the CBCA, containing declarations and directions with respect to the Arrangement and the Meetings issued pursuant to the application of the Applicants, as such order may be amended or supplemented by further order of the Court at any time prior to the Effective Date or, if appealed, then unless such appeal is withdrawn or denied, as affirmed or amended on appeal . “ Intermediary ” means a broker, custodian, investment dealer, nominee, bank, trust company or other intermediary, and “ Intermediaries ” means more than one Intermediary . “ Just Energy Entities ” means, collectively, Just Energy and all of its direct and indirect subsidiaries . “ Law ” or “ Laws ” means any law, statute, order, decree, consent decree, judgment, rule regulation, ordinance or other pronouncement having the effect of law whether in Canada, the United States or any other country, or any domestic or foreign state, county, province, city or other political subdivision or of any Governmental Entity . “ Majority Supporting Convertible Debentureholders ” means, collectively, Supporting Convertible Debentureholders holding in aggregate more than half ( 50 % ) of the aggregate principal amount of Convertible Debentures held by all Supporting Convertible Debentureholders, at the applicable time . “ Management Incentive Plan ” means a new management incentive plan for employees of the Just Energy Entities, which shall provide for the granting of awards comprised of shares of Just Energy as determined by the board of directors of the reorganized Just Energy (or the applicable compensation committee) following the Effective Date, with grants thereunder not to exceed 5 % of the issued and outstanding Common Shares following the Effective Date . “ Meeting Date ” means August 25 , 2020 , subject to any postponement or adjournment of that date pursuant to the Interim Order or any other Order . “ Meetings ” means, collectively, the Shareholders’ Meeting, the Senior Unsecured Debtholders’ Meeting and the Convertible Debentureholders’ Meeting . “ New Common Shares ” means, collectively, the Senior Unsecured Debtholder Exchange Shares, the Convertible Debenture Exchange Shares, the Preferred Shareholder Exchange Shares, the Offered Shares and the Private Placement Shares . “ New Directors ” means James Bell, Scott Gahn, Tony Horton, Steven Murray, Dallas Ross, Steven Schaefer and Marcie Zlotnik .

 
 

- 9 - “ New Equity Offering ” means the offering of Offered Shares to Eligible Securityholders pursuant to this Plan . “ New Equity Offering Right ” means the right of each Eligible Securityholder to participate in the New Equity Offering, in accordance with the terms of this Plan . For greater certainty, in respect of a New Equity Offering Right granted to an Eligible Securityholder that is a Common Shareholder as of the Record Date, such New Equity Offering Right applies identically in respect of each Existing Common Share . “ New Subordinated Notes ” means the new subordinated notes to be issued by Just Energy pursuant to the New Subordinated Notes Indenture and allocated among the Convertible Debentureholders in a principal amount equal to their applicable Convertible Debentureholder Pro Rata Share, which shall be in an aggregate principal amount of $ 15 million and shall (i) be denominated in Canadian dollars, (ii) have a 6 - year maturity, (iii) have an annual interest rate of 7 % , which shall be payable semi - annually in kind, (iv) be callable by Just Energy at any time at par plus accrued interest for cash (with no call protections), (v) require Just Energy to offer to repurchase the New Subordinated Notes at a price equal to 101 % of par upon a change of control, (vi) require unanimous holder consent to any amendment to the maturity date, the principal, the interest rate, or the amount or timing of payment of principal or interest, (vii) not provide for a conversion right into equity of Just Energy or any of its affiliates, (viii) not be listed for trading on any securities exchange, (ix) be subordinated to the Obligations under the Credit Agreement and the New Term Loans in all respects (in the same manner and on the same terms as contained in the Convertible Debenture Debt Documents, including Article 5 of the $ 100 Million Debenture Indenture and $ 160 Million Debenture Indenture), (x) not be secured against any assets or property of Just Energy or any of its direct or indirect subsidiaries ; (xi) not be guaranteed by any direct or indirect subsidiary of Just Energy ; and (xii) except as provided in the foregoing, shall be substantially similar to the terms of the Convertible Debentures, or as otherwise agreed by Just Energy, the Term Loan Debtholders and the Majority Supporting Convertible Debentureholders, each acting reasonably . “ New Subordinated Notes Indenture ” means the indenture to be entered into on the Effective Date by Just Energy and the New Subordinated Notes Trustee pursuant to which the New Senior Secured Notes will be issued . “ New Subordinated Notes Trustee ” means the indenture trustee under the New Subordinated Notes Indenture, as agreed to by the Applicants and the Majority Supporting Convertible Debentureholders, each acting reasonably . “ New Term Loan Lender Information ” means such information and documentation as the Term Loan Agent may require from recipients of the New Term Loans in order to comply with any anti - money laundering, know your client, proceeds of crime and other applicable Laws to the Term Loan Agent, or any applicable customary policies or procedures of the Term Loan Agent . “ New Term Loans ” means the new senior unsecured term loans to be issued pursuant to the Amended & Restated Term Loan Agreement in the principal amount of US $ 205 , 900 , 000 and allocated among the Senior Unsecured Debtholders in a principal amount equal to their applicable Senior Unsecured Debtholder Pro Rata Share .

 
 

- 10 - “ Obligations ” means all liabilities, duties and obligations, including without limitation principal and interest, any make whole, redemption or similar premiums, reimbursement obligations, fees, penalties, damages, guarantees, indemnities, costs, expenses or otherwise, and any other liabilities, duties or obligations, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the applicable Debt Document . “ Offered Shares ” means 29 , 312 , 530 Common Shares to be issued following the Common Share Consolidation to the Eligible Securityholders pursuant to this Plan, subject to Section 6 . 3 of this Plan, and to the Backstoppers in accordance with the Backstop Commitment Letter and this Plan . “ Offered Shares Participation Form ” means a certification and participation form delivered to Securityholders and completed by Eligible Securityholders in advance of the Participation Deadline in order to make certain acknowledgments, agreements and certifications (as applicable to the applicable Eligible Securityholder) and to participate in the New Equity Offering . “ Offering Right Value ” means the fair market value as of the Effective Date of the New Offering Right, as determined by the directors of Just Energy on or prior to the Effective Date and agreed to by the Term Loan Debtholders, acting reasonably . “ Order ” means any order of the Court in these proceedings, including, without limitation, the Interim Order and the Final Order . “ Outside Date ” means October 5 , 2020 , or such other date as determined in accordance with the Support Agreement and the Backstop Agreement . “ Participating Securityholder ” has the meaning ascribed in Section 4 . 5 . “ Participation Deadline ” shall mean 5 : 00 p . m . (Toronto time) on August 28 , 2020 or such other date as the Applicants and the Backstoppers may mutually determine, each acting reasonably . “ Person ” includes any individual, firm, partnership, joint venture, venture capital fund, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate (including a limited liability company and an unlimited liability company), corporation, unincorporated association or organization, governmental authority, syndicate or other entity, whether or not having legal status . “ Plan ” means this plan of arrangement proposed under Section 192 of the CBCA, and any amendments or variations made in accordance with the terms of this Plan or made at the direction of the Court in the Final Order . “ Preferred Shareholder ” means a holder of Preferred Shares . “ Preferred Shareholder Exchange Shares ” means the aggregate 1 , 556 , 563 Common Shares to be issued following the Common Share Consolidation to Preferred Shareholders in exchange for their Preferred Shares, subject to Section 6 . 3 of this Plan .

 
 

- 11 - “ Preferred Shareholder Pro Rata Share ” means the percentage that the number of Preferred Shares held by a Preferred Shareholder bears to the aggregate number of all Preferred Shares immediately prior to the Effective Time . “ Preferred Shares ” means preferred shares in the capital of Just Energy . “ Private Placement ” means the private placement pursuant to which the Term Loan Debtholders will purchase the Private Placement Shares in the aggregate amount of approximately $ 3 , 670 , 000 at the Subscription Price, in accordance with the Support Agreement Supplement . “ Private Placement Shares ” means New Common Shares to be issued to the Term Loan Debtholders pursuant to the Private Placement following the Common Share Consolidation . “ Private Placement Subscription Amount ” means, in respect of a Term Loan Debtholder, an amount such Term Loan Debtholder has agreed to subscribe for pursuant to the Support Agreement Supplement at the Subscription Price . “ PBGs ” means the performance bonus grants of the Company granted pursuant to the Company’s 2013 Performance Bonus Incentive Plan, as amended from time to time . “ Record Date ” means July 23 , 2020 . “ Released Claims ” means, collectively, the matters that are subject to release and discharge pursuant to Article 7 . “ Released Parties ” means, collectively, the Corporation Released Parties and the Debtholder Released Parties, as applicable . “ RSGs ” means restricted share grants of the Company granted pursuant to the Company’s 2010 Restricted Share Grant Plan, as amended from time to time. “ Securities Laws ” means, collectively, Canadian Securities Laws and U.S. Securities Laws. “ Securityholder Subscription Share Percentage ” means: (i) in respect of the Senior Unsecured Debtholders, the percentage that the principal amount of Senior Unsecured Debt held by a Senior Unsecured Debtholder bears to the aggregate principal amount of all Senior Unsecured Debt as of the Record Date ; ( ii) in respect of the Convertible Debentures, the percentage that the principal amount of Convertible Debentures held by a Convertible Debentureholder bears to the aggregate principal amount of all Convertible Debentures as of the Record Date ; ( iii) in respect of the Preferred Shareholders, the percentage that the number of Preferred Shares held by a Preferred Shareholder bears to the aggregate number of all Preferred Shares as of the Record Date ; and

 
 

- 12 - ( iv) in respect of the Common Shareholders, the percentage that the number of Common Shares held by a Common Shareholder bears to the aggregate number of all Common Shares as of the Record Date . “ Securityholders ” means collectively, all Persons that are Senior Unsecured Debtholders, Convertible Debentureholders, Common Shareholders or Preferred Shareholders as of the Record Date . “ Senior Secured Creditors ” has the meaning ascribed to “Senior Creditor” in the sixth amended and restated intercreditor agreement made as of September 1 , 2015 between, among others, the Just Energy Entities party thereto from time to time, the Credit Facility Administrative Agent and the Collateral Agent, as such intercreditor agreement may be amended, restated, supplemented or otherwise modified from time to time . “ Senior Unsecured Debt ” means, collectively, the debt outstanding under the Senior Unsecured Debt Documents . “ Senior Unsecured Debt Documents ” means, collectively : (i) the Term Loan Agreement, (ii) the $ 150 Million Convertible Bonds Trust Deed ; and (iii) all related documentation, including, without limitation, all guarantee and security documentation, related to the foregoing . “ Senior Unsecured Debtholder ” means a holder of Senior Unsecured Debt, in its capacity as such . “ Senior Unsecured Debtholder Claims ” means all Obligations in respect of the Senior Unsecured Debt and the Senior Unsecured Debt Documents . “ Senior Unsecured Debtholder Exchange Shares ” means the aggregate 821 , 959 Common Shares to be issued following the Common Share Consolidation to Senior Unsecured Debtholder in exchange for their Senior Unsecured Debtholder Claims in accordance with Section 5 . 4 of this Plan, subject to Section 6 . 3 of this Plan . “ Senior Unsecured Debtholder Pro Rata Share ” means the percentage that the principal amount of Senior Unsecured Debt held by a Senior Unsecured Debtholder bears to the aggregate principal amount of all Senior Unsecured Debt immediately prior to the Effective Time . “ Senior Unsecured Debtholders’ Meeting ” means the meeting of the Senior Unsecured Debtholders to be held on the Meeting Date in accordance with the Interim Order to consider and, if deemed advisable, approve the Arrangement Resolution and to consider such other matters as may properly come before such meeting, and any adjournment(s) or postponement(s) thereof “ Shareholder ” means a holder of Common Shares or Preferred Shares, in its capacity as such . “ Shareholders’ Meeting ” means the meeting of the Shareholders as of the Record Date to be held, pursuant to the Interim Order, to consider, among other things, the approval of the Arrangement . “ Strategic Review ” means the Company’s strategic review announced on June 6 , 2019 , as further described in the affidavit of James Brown dated July 13 , 2020 , filed in these proceedings .

 
 

- 13 - “ Subscription Amount ” means, in respect of a Participating Securityholder, an amount such Participating Securityholder has agreed to subscribe for, up to the maximum amount of its Securityholder Subscription Share Percentage of the applicable Equity Allocation, at the Subscription Price . “ Subscription Price ” means $3.412 per Offered Share. “ Support Agreement ” means the support agreement (and all schedules and exhibits thereto) among Just Energy and the Term Loan Debtholders dated July 8 , 2020 , as the same may be amended or restated from time to time in accordance with its terms . “ Support Agreement Supplement ” means the supplement to the Support Agreement among Just Energy and the Term Loan Debtholders dated August 25 , 2020 . “ Supporting Convertible Debentureholders ” means, collectively, the Convertible Debentureholders that executed the Convertible Debentureholder Support Agreement on August 25 , 2020 . “ Term Loan Debtholders ” means the lenders under the Term Loan Agreement. “ Tax Act ” means the Income Tax Act (Canada). “ Term Loan Agent ” means National Bank of Canada, as administrative agent under the Term Loan Agreement. “ Term Loan Agreement ” means the US $ 250 million loan agreement dated as of September 12 , 2018 , between the Company, the Term Loan Agent, Sagard Credit Partners, LP and the other Term Loan Debtholders party thereto, as amended, supplemented or otherwise modified prior to the Effective Date . “ Transfer Agent ” means Computershare Investor Services Inc. “ Trustees ” means, collectively, the $100 Million Debenture Trustee, the $160 Million Debenture Trustee and the $150 Million Bond Trustee. “ TSX ” means the Toronto Stock Exchange. “ U.S. Securities Act ” means the U.S. Securities Act of 1933 and the rules and regulations promulgated thereunder. “ U.S. Securities Exchange Act ” means the United States Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, or any successor statute. “ U.S. Securities Laws ” means, collectively, the U.S. Securities Act, the U.S. Exchange Act and the rules and regulations of the U.S. Securities and Exchange Commission.

 
 

- 14 - 2. Articles of Reference The terms “hereof”, “hereunder”, “herein” and similar expressions refer to this Plan and not to any particular article, section, subsection, clause or paragraph of this Plan, and include any agreements supplemental thereto . In this Plan, a reference to an article, section, subsection, clause or paragraph shall, unless otherwise stated, refer to an article, section, subsection, clause or paragraph of this Plan . 3. Interpretation Not Affected by Headings The division of this Plan into articles, sections, subsections, clauses and paragraphs and other portions, and the insertion of headings and a table of contents, are for convenience of reference only and shall not affect the construction or interpretation of this Plan . 4. Gender and Number In this Plan where the context requires, words importing the singular shall include the plural and vice versa and words importing the use of any gender shall include all genders . 5. Date for any Action In the event that the date on which any action is required to be taken hereunder is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day . 6. Time All times expressed herein are local time in Toronto, Ontario, Canada unless otherwise specified . 7. Statutory References Any reference in this Plan to a statute includes all rules, regulations, published policies and blanket orders made thereunder, and any and all amendments to the foregoing in force from time to time . 8. Successors and Assigns This Plan shall be binding upon and shall enure to the benefit of the heirs, administrators, executors, legal personal representatives, successors and assigns of any Person named or referred to in this Plan . 9. Currency Unless otherwise stated, all references herein to sums of money, cash or currency are expressed in lawful money of the Canada .

 
 

- 15 - 1.10 Governing Law This Plan shall be governed by and construed in accordance with the Laws of Ontario and the federal Laws of Canada applicable therein . All questions as to the interpretation or application of this Plan and all proceedings taken in connection with this Plan shall be subject to the exclusive jurisdiction of the Court . ARTICLE 2 TREATMENT OF NOTEHOLDERS AND EXISTING SHAREHOLDERS 1. Treatment of Senior Unsecured Debtholders (a) On the Effective Date, in accordance with the steps and sequence set forth in Section 5 . 4 , each Senior Unsecured Debtholder shall receive its Senior Unsecured Debtholder Pro Rata Share of (i) the New Term Loans, and (ii) the Senior Unsecured Debtholder Exchange Shares, subject to the treatment of fractional interests in accordance with Section 6 . 3 of this Plan . (b) The compensation, the reasonable and documented fees, expenses and disbursements (including, without limitation, the reasonable and documented fees, expenses and disbursements of attorneys, advisors or agents retained or utilized by the Term Loan Agent, the Term Loan Debtholders and the $ 150 Million Bond Trustee, as applicable, acting reasonably), in accordance with the applicable Senior Unsecured Debt Documents shall be paid in full in cash by the Applicants pursuant to the applicable Senior Unsecured Debt Documents . (c) After giving effect to the terms of this Section 2 . 1 , (i) the Obligations of the Just Energy Entities with respect to the Senior Unsecured Debt, the Senior Unsecured Debt Documents and the Senior Unsecured Debtholder Claims shall, and shall be deemed to, have been irrevocably and finally extinguished, (ii) each Senior Unsecured Debtholder shall have no further right, title or interest in or to the Senior Unsecured Debt or its Senior Unsecured Debtholder Claims, and (iii) the Senior Unsecured Debt, the Senior Unsecured Debt Documents and the Senior Unsecured Debtholder Claims shall be cancelled . 2. Treatment of Convertible Debentureholders (a) On the Effective Date, in accordance with the steps and sequence set forth in Section 5 . 4 , (i) Just Energy shall pay all accrued and unpaid interest in cash on the Convertible Debentures up to and including the Effective Date, and (ii) each Convertible Debentureholder shall receive its Convertible Debentureholder Pro Rata Share of (A) the New Subordinated Notes, and (B) the Convertible Debenture Exchange Shares, subject to the treatment of fractional interests in accordance with Section 6 . 3 of this Plan . (b) The compensation, the reasonable and documented fees, expenses and disbursements (including, without limitation, the reasonable and documented fees, expenses and disbursements of attorneys, advisors or agents retained or utilized by

 
 

- 16 - the $ 100 Million Debenture Trustee and the $ 160 Million Debenture Trustee, as applicable, acting reasonably), in accordance with the applicable Convertible Debenture Documents shall be paid in full in cash by Just Energy pursuant to the applicable Convertible Debenture Documents . (c) After giving effect to the terms of this Section 2 . 2 , (i) the Obligations of the Just Energy Entities with respect to the Convertible Debentures, the Convertible Debentureholder Claims and the Convertible Debenture Documents shall, and shall be deemed to, have been irrevocably and finally extinguished, (ii) each Convertible Debentureholder shall have no further right, title or interest in or to the Convertible Debentures or its Convertible Debentureholder Claims, and (iii) the Convertible Debentures, the Convertible Debentureholder Claims and the Convertible Debenture Documents shall be cancelled . 3. Treatment of Existing Equity Holders (a) On the Effective Date, in accordance with the steps and sequence set forth in Section 5 . 4 : ( i) Each Existing Common Shareholder shall retain its Existing Common Shares, subject to the Common Share Consolidation, subject to the treatment of fractional interests in accordance with Section 6 . 3 of this Plan . ( ii) Each Holding Preferred Shareholder, in its capacity as such, shall be deemed to have been issued its New Equity Offering Rights based on its Securityholder Subscription Share Percentage of the Preferred Shareholder Equity Allocation . ( iii) Each Existing Preferred Shareholder shall receive its Preferred Shareholder Pro Rata Share of the Preferred Shareholder Exchange Shares, subject to the treatment of fractional interests in accordance with Section 6 . 3 of this Plan . ( iv) After giving effect to the terms of Section 2.3(a)(ii), the Existing Preferred Shares shall be cancelled. (v) Unless otherwise agreed by Just Energy in accordance with the Support Agreement and the Backstop Agreement, and subject to the treatment of the Existing Equity Class Action Claims as provided herein, all of the Affected Equity shall be terminated and cancelled, and shall be deemed to be terminated and cancelled without the need for any repayment of capital thereof or any other liability, payment or compensation therefor and, for greater certainty, no holder of Affected Equity shall be entitled to receive any interest, dividends, premium or other payment in connection therewith . ( vi) The Affected Equity Claims shall constitute Released Claims and be treated in the manner set forth in Section 5.4.

 
 

- 17 - 4. Treatment of Backstoppers On the Effective Date, in accordance with the steps and sequence set forth in Section 5 . 4 , each Backstopper shall purchase and receive its applicable portion of the Backstopped Shares and/or Additional Subscription Shares, the Backstop Funding Fee (and Backstop Funding Fee Shares) and the Backstop Commitment Fee (and Backstop Commitment Fee Shares), in each case in accordance with the terms of the Backstop Commitment Letter, the Interim Order and this Plan . 5. Unaffected Persons The Claims of all Persons other than those specified in this Article 2 shall be unaffected by this Plan, except as otherwise provided herein . ARTICLE 3 PRIVATE PLACEMENT 3.1 Issuance of Private Placement Shares On the Effective Date, subject to and in accordance with the terms of the Support Agreement Supplement, and in accordance with the times, steps and sequences set forth in Section, 5 . 4 Just Energy shall cause to be issued and delivered to each Term Loan Debtholder its Private Placement Shares at the Subscription Price . The Private Placement Shares shall be duly authorized, validly issued, fully paid and non - assessable and the Private Placement Shares shall be subject to the applicable transfer restrictions under U . S . Securities Laws . ARTICLE 4 ISSUANCES, DISTRIBUTIONS AND ELECTIONS 1. Delivery of New Term Loans The delivery of the New Term Loans (and any certificates or other evidence of holdings thereof) to be issued pursuant to this Plan shall be made in accordance with standing procedures in place with the Term Loan Agent, and a register of holders of the New Term Loans will be maintained by the Term Loan Agent . Each Senior Unsecured Debtholder receiving New Term Loans shall be deemed to be a party to the Amended & Restated Term Loan Agreement as a lender thereunder . In the event that a Senior Unsecured Debtholder has not delivered its New Term Loan Lender Information to the Term Loan Agent prior to the date that is five ( 5 ) Business Days prior to the expected Effective Date, such Senior Unsecured Debtholder’s New Term Loans shall be held by the Term Loan Agent until such time as the Senior Unsecured Debtholder provides its New Term Loan Lender Information . 2. Delivery of New Subordinated Notes The delivery of the New Subordinated Notes to be distributed under this Plan will be made by way of a global note issued to CDS (or its nominee) pursuant to the New Subordinated Notes Indenture in respect of the New Subordinated Notes and delivered directly to CDS which, in turn,

 
 

- 18 - will make delivery of such New Subordinated Notes to the New Subordinated Noteholders pursuant to the standing instructions and customary practices of CDS. 3. Delivery of New Common Shares (a) On the Effective Date, all New Common Shares issued in connection with this Plan shall be deemed to be duly authorized, validly issued, fully paid and non - assessable . (b) On the Effective Date, Just Energy shall deliver a treasury direction to the Transfer Agent that directs the Transfer Agent to issue all New Common Shares, to be distributed under this Plan and direct the Transfer Agent to use its commercially reasonable efforts to cause the New Common Shares to be distributed under this Plan to be distributed by no later than the second Business Day following the Effective Date . (c) The delivery of New Common Shares to be distributed under this Plan will be made either (i) through the facilities of CDS, DTC, Euroclear and Clearstream to Intermediaries who, in turn, will make delivery of the New Common Shares to the ultimate beneficial recipients thereof pursuant to standing instructions and customary practices of CDS, DTC, Euroclear and Clearstream, as applicable, or (ii) by providing Direct Registration System advices or confirmations in the name of the applicable recipient thereof (or its Intermediary) and registered electronically in Just Energy’s records which will be maintained by the Transfer Agent . 4. No Liability in Respect of Deliveries (a) None of the Just Energy Entities, nor their respective directors or officers, shall have any liability or obligation in respect of any deliveries, directly or indirectly, from (i) the Term Loan Agent, (ii) the Trustees, (iii) DTC, (iv) CDS, (v) Euroclear, (vi) Clearstream or (vii) the Intermediaries, in each case to the ultimate beneficial recipients of any consideration payable or deliverable by the Just Energy Entities pursuant to this Plan . (b) None of the Trustees or the Term Loan Agent shall incur, and each is hereby released and exculpated from, any liability as a result of carrying out any provisions of this Plan and any actions related or incidental thereto, save and except for any gross negligence or wilful misconduct (as determined by a final, non - appealable judgment of a court of competent jurisdiction) on its part . For the avoidance of doubt, this exculpation shall be in addition to, and not in limitation of, all other releases, indemnities and exculpations, and any other applicable law or rules protecting any of the Trustees and the Term Loan Agent from liability . On the Effective Date after the completion of the transactions set forth in Section 5 . 4 , all duties and responsibilities of the Trustees and the Term Loan Agent arising under or related to the Debt Documents, as applicable, shall be discharged except to the extent required in order to effectuate this Plan .

 
 

- 19 - 4.5 Election to Participate in New Equity Offering Each Eligible Securityholder shall have the right, but not the obligation, to elect irrevocably to participate in the New Equity Offering and to subscribe for and purchase its Securityholder Subscription Share Percentage of the applicable Equity Allocation by (and subject to) returning a duly executed Offered Shares Participation Form (or other acceptable form of instruction) together with such Eligible Securityholder’s Subscription Amount pursuant to the procedures established by Just Energy and communicated to Eligible Securityholders on or prior to the Record Date . Any Offered Shares Participation Form (or other acceptable form of instruction) received after the Participation Deadline or not accompanied by such Eligible Securityholder’s Subscription Amount will be invalid and not effective and shall be disregarded for all purposes of this Plan . Submission of an Offered Shares Participation Form (or other acceptable form of instruction) in accordance with the terms thereof and this Section 3 . 4 and acceptance thereof by Just Energy, shall constitute an irrevocable subscription by the applicable Eligible Securityholder (each, a “ Participating Securityholder ”) for and a commitment by the applicable Participating Securityholder to participate in the New Equity Offering by purchasing up to its Securityholder Subscription Share Percentage of the applicable Equity Allocation . ARTICLE 5 ARRAN G E M E NT 1. Corporate Authorizations The adoption, execution, delivery, implementation and consummation of all matters contemplated under this Plan, including those involving corporate action of any member of the Just Energy Entities, will occur and be effective as of the Effective Date (or such other date as determined by the Applicants), and will be authorized and approved under this Plan and by the Court, where appropriate, as part of the Final Order, in all respects and for all purposes without any requirement of further action by shareholders, directors or officers of the Just Energy Entities . All necessary approvals to take actions shall be deemed to have been obtained from the directors or the shareholders of the Just Energy Entities, as applicable . 2. Articles of Arrangement and Effective Date. As soon as practicable after the satisfaction or waiver of the conditions set forth in Article 8 (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction of those conditions as of the Effective Date), unless another time or date is agreed in writing among Just Energy and the Term Loan Debtholders, the Articles of Arrangement shall be filed by the Applicants with the Director . The Certificate of Arrangement shall implement this Plan . 3. Binding Effect On and from the Effective Time, this Plan and the transactions contemplated hereby shall be final and binding upon, and be deemed to have been consented and agreed upon by the Just Energy Entities, the Senior Unsecured Debtholders, the Convertible Debentureholders, the Trustees, the Term Loan Agent, the Existing Common Shareholders, the Existing Preferred

 
 

- 20 - Shareholders and any other Person affected by or named in this Plan, including the respective heirs, executors, administrators, legal representatives, successors and assigns of each of the foregoing, without any further act or formality required on the part of any Person and, subject to the implementation and effectiveness of the Plan in accordance with its terms and delivery to the Term Loan Agent on behalf of the Senior Unsecured Debtholders of all of the documentation required pursuant to Section 3 . 01 of the Amended & Restated Term Loan Agreement, shall constitute a full, final and absolute settlement of all rights of the beneficial and legal owners of the Senior Unsecured Debt, Convertible Debentures and Preferred Shares attaching thereto or arising there from and an absolute release and discharge of and from all Obligations of the Just Energy Entities to the Debtholders and Existing Preferred Shareholders (for certainty, other than Obligations under the Amended and Restated Term Loan Documents) . On and from the Effective Time, and, subject to the implementation and effectiveness of the Plan in accordance with its terms, without limiting the foregoing, Just Energy, the Senior Unsecured Debtholders, the Convertible Debentureholders, the Trustees, the Term Loan Agent, the Existing Common Shareholders, the Existing Preferred Shareholders and any other Person affected by or named in this Plan and any other Person affected by or named in this Plan will be deemed to have executed and delivered to Just Energy and its affiliates all consents, releases, assignments and waivers, statutory or otherwise, required to implement and carry out this Plan . 4. The Arrangement Commencing at the Effective Time, the following events or transactions will occur, or be deemed to have occurred and be taken and effected, in the following order in five minute increments (unless otherwise indicated) and at the times set out in this Section 5 . 4 (or in such other manner or order or at such other time or times as the Applicants may determine in accordance with the Support Agreement, the Convertible Debentureholder Support Agreement and the Backstop Commitment Letter), without any further act or formality required on the part of any Person, except as may be expressly provided herein : (a) The New Equity Offering Rights afforded to the Convertible Debentureholders and Senior Unsecured Debtholders that are Eligible Securityholders shall be deemed to have been issued on July 23 , 2020 as a partial repayment of the principal amount outstanding thereunder in the amount of the Offering Right Value of such New Equity Offering Rights ; provided, however, that such repayment shall not be considered for the purposes of calculating a Senior Unsecured Debtholder Pro Rata Share, Convertible Debentureholder Pro Rata Share, Securityholder Subscription Share Percentage, or entitlement to interest under 5 . 4 (e) ; (b) All Affected Equity shall be terminated and cancelled for no consideration; (c) The Common Share Consolidation shall be completed . Any fractional interests in the consolidated Existing Common Shares will, without any further act or formality, be cancelled without payment of any consideration therefor . Notwithstanding any provision of the CBCA, immediately following the completion of the Common Share Consolidation, the stated capital of the Common Shares shall be equal to the stated capital of the Common Shares immediately prior to such consolidation .

 
 

- 21 - (d) Just Energy shall pay all accrued and unpaid interest on the Convertible Debentures up to and including the Effective Date and any other accrued and unpaid interest (including default interest) in respect of the Convertible Debentures shall be forgiven, settled and extinguished for no consideration . (e) Just Energy shall issue to each Term Loan Debtholder, pursuant to the Term Loan Agreement and as evidence of amounts owing thereunder immediately prior to the Effective Time, promissory notes with an aggregate principal amount of US $ 197 . 1 million (the “ Series 1 Notes ”) and promissory notes with an aggregate principal amount in U . S . dollars equal to the amount by which the amount then owing under the Term Loan Agreement exceeds the principal amount of the Series 1 Notes (the “ Series 2 Notes ”) . The Series 1 Notes and the Series 2 Notes shall be issued to each Term Loan Debtholder in an amount based on such Term Loan Debtholder’s pro rata share of the Obligations under the Term Loan Agreement . (f) The terms and conditions of the Series 1 Notes shall be amended to confer a right on the holders thereof to exchange such Series 1 Notes for promissory notes or other evidence of U . S . dollar indebtedness of the same principal amount issuable under the Amended & Restated Term Loan Agreement pursuant to the terms of this Plan . (g) In exchange for, and in full and final settlement of, the Existing Preferred Shares, Just Energy shall deliver to each (i) Holding Preferred Shareholder, in its capacity as such, its applicable New Offering Rights with respect to those Preferred Shares held from the Record Date through to the Effective Date ; and (ii) Existing Preferred Shareholder, its Preferred Shareholder Pro Rata Share of the Preferred Shareholder Exchange Shares . The Existing Preferred Shares shall thereafter be terminated and cancelled, and shall be deemed to be terminated and cancelled . (h) The following shall occur concurrently with the steps set forth in Section 5 . 4 (g) above and Section 5 . 4 (i) below : ( i) holders of the Series 1 Notes that have previously filed a written notice with Just Energy to exercise the right referred to Section 5 . 4 (f) shall be deemed to have exercised the right referred to in Section 5 . 4 (f) to exchange the Series 1 Notes held by such holders for promissory notes or other evidence of indebtedness with the same U . S . dollar principal amount issued to such holders under the Amended & Restated Term Loan Agreement, in accordance with and subject to the terms of the Amended & Restated Term Loan Agreement, and such exchange of the Series 1 Notes shall be deemed to have occurred ; ( ii) holders of the Series 1 Notes other than such holders referred to in Section 5 . 4 (h)(i) are deemed to have exchanged such Series 1 Notes for New Term Loans with the same U . S . dollar principal amount ; ( iii) Just Energy, the Just Energy Entities (as applicable) and the Term Loan Agent shall enter into, and the Senior Unsecured Debtholders shall enter

 
 

- 22 - into or be deemed to enter into, the Amended & Restated Term Loan Agreement, the Amended & Restated Term Loan Documents and such additional documentation as may be agreed by Just Energy and the Term Loan Agent, each acting reasonably ; ( iv) in exchange for, and in full and final settlement of, the Senior Unsecured Debt, including the Series 1 Notes and Series 2 Notes, Just Energy shall deliver to each Senior Unsecured Debtholder (A) its Senior Unsecured Debtholder Pro Rata Share of the New Term Loans (together with the promissory notes or other evidence of indebtedness with respect to the Term Loan Debtholders, in respect of the Series 1 Notes and in satisfaction of the exercise of the right referred to in Section 5 . 4 (f)) and (B) the Senior Unsecured Debtholder Exchange Shares (with respect to the Term Loan Debtholders, in respect of the Series 2 Notes), and Just Energy shall add an amount equal to the aggregate fair market value of the Senior Unsecured Debtholder Exchange Shares on the Effective Date to the stated capital for the Common Shares in respect of the issuance of the Senior Unsecured Debtholder Exchange Shares . Consequently, the Senior Unsecured Debtholder Claims shall, and shall be deemed to be, irrevocably and finally extinguished and the Senior Unsecured Debtholders shall have no further right, title or interest in and to the Senior Unsecured Debt or the Senior Unsecured Debtholder Claims ; and (v) the Senior Unsecured Debt, the Senior Unsecured Debt Documents, and the Series 1 Notes and Series 2 Notes shall be cancelled, provided that the Senior Unsecured Debt Documents shall remain in effect solely to allow the Term Loan Agent and the $ 150 Million Bond Trustee to make the distributions set forth in this Plan . ( i) The following shall occur concurrently with steps set forth in Section 5.4(g) and 5.4(h) above: ( i) in exchange for, and in full and final settlement of, the Convertible Debentures, Just Energy shall deliver to each Convertible Debentureholder its Convertible Debentureholder Pro Rata Share of (A) the New Subordinated Notes, and (B) the Convertible Debenture Exchange Shares, and Just Energy shall add an amount equal to the aggregate of the fair market value of the Convertible Debenture Exchange Shares to the stated capital for the Common Shares in respect of the issuance of the Convertible Debenture Exchange Shares ; ( ii) the Convertible Debentureholder Claims shall, and shall be deemed to be, irrevocably and finally extinguished and the Convertible Debentureholders shall have no further right, title or interest in and to the Convertible Debentures or the Convertible Debentureholder Claims ; and ( iii) the Convertible Debentures and the Convertible Debenture Documents shall be cancelled, provided that the Convertible Debenture Documents shall

 
 

- 23 - remain in effect solely to allow the applicable Trustees to make the distributions set forth in this Plan. ( j) Just Energy shall become entitled to the total amount of funds deposited in escrow with the Escrow Agent in connection with the New Equity Offering, the Backstop Commitment Letter and the Support Agreement Supplement, and the Escrow Agent shall be deemed instructed to release to Just Energy the funds held by it in escrow in respect of the Subscription Amount of the Offered Shares subscribed for or purchased pursuant to the New Equity Offering and the Backstop Commitment Letter and the Private Placement Subscription Amounts of the Private Placement Shares subscribed for and purchased pursuant to the Private Placement . (k) Pursuant to the New Equity Offering, Just Energy shall issue to each Participating Securityholder (or to their designated nominee), in consideration for such Participating Securityholder’s Subscription Amount, the applicable number of Offered Shares that were validly subscribed for in the related Offered Shares Participation Form and such Offered Shares shall be deemed to be duly authorized, validly issued and fully paid and non - assessable . ( l) Just Energy shall issue to the Backstoppers the Backstopped Shares and/or the Additional Subscription Shares, as applicable, in accordance with the Backstop Commitment Letter and such Backstopped Shares and/or Additional Subscription Shares, as applicable, shall be deemed to be duly authorized, validly issued and fully paid and non - assessable . (m) Pursuant to the Private Placement, Just Energy shall issue to each Term Loan Debtholder (or to their designated nominee), in consideration for such Term Loan Debtholder’s Private Placement Subscription Amount, the number of Private Placement Shares that were validly subscribed for in the Support Agreement Supplement and such Private Placement Shares shall be deemed to be duly authorized, validly issued and fully paid and non - assessable . (n) Just Energy shall pay the Backstop Commitment Fee and the Backstop Funding Fee in accordance with the Backstop Commitment Letter, which payments shall be directed to Just Energy in consideration for the Backstop Commitment Fee Shares and the Backstop Funding Fee Shares, which shall be issued in accordance with the Backstop Commitment Letter, and such Backstop Commitment Fee Shares and Backstop Funding Fee Shares shall be deemed to be duly authorized, validly issued and fully paid and non - assessable . (o) The amount added to the stated capital for the Common Shares in respect of the share issuances in 4 . 4 (k) - (n) shall be equal to the cash received by Just Energy and in the case of U . S . dollar cash the amount added to the stated capital for the Common Shares shall be the Canadian dollar amount resulting from the conversion of such U . S . dollars to Canadian dollars based on the noon exchange rate, as quoted by Bloomberg, applicable on the Effective Date .

 
 

- 24 - (p) Just Energy shall pay in full in cash the outstanding reasonable and documented fees and expenses of the advisors to the Applicants and to the Term Loan Debtholders pursuant to the terms and conditions of the Support Agreement, and shall pay the fees and expenses of the advisors to the Supporting Convertible Debentureholders pursuant to the terms and conditions of the Convertible Debentureholder Support Agreement . (q) The releases referred to in Article 7 shall become effective. (r) The board of directors of Just Energy immediately prior to the Effective Time shall be deemed to have resigned and the New Directors shall be deemed to have been appointed and to have each consented to such appointment . (s) The Management Incentive Plan shall be deemed to be approved by the Existing Common Shareholders and those persons receiving New Common Shares pursuant to this Plan . ( t) The articles of 121 Canada shall be amended to include the following restrictions on the business that 121 Canada may carry on, effective as of the Effective Date: “The business that the Corporation may carry on shall be limited to the activities and operations of the Corporation that are permitted pursuant to the amended and restated term loan agreement, as may be supplemented, amended or restated from time to time, that was entered into among Just Energy Group Inc . , National Bank of Canada, as administrative agent and the other lenders party thereto pursuant to a plan of arrangement under the Canada Business Corporations Act , for so long as any loans thereunder are outstanding . ” 5. Securities Law Matters The Applicants intend that the issuance and distribution, pursuant to this Plan, of: (a) New Common Shares of Just Energy issued on conversion of, or in exchange for, the Senior Unsecured Debt, the Convertible Debentures and the Preferred Shares pursuant to this Plan (other than the Allotted Offered Shares, the Additional Subscription Shares, the Backstopped Shares, the Backstop Commitment Fee Shares and the Backstop Funding Fee Shares issued pursuant to this Plan) shall be exempt from the registration requirements of the U . S . Securities Act pursuant to Section 3 (a)( 10 ) or 4 (a)( 2 ) thereof or Regulation S or Regulation D thereunder, as the case may be ; (b) New Subordinated Notes of Just Energy issued pursuant to this Plan shall be exempt from the registration requirements of the U . S . Securities Act pursuant to Section 4 (a)( 2 ) thereof or Regulation S or Regulation D thereunder, as the case may be ; (c) the Allotted Offered Shares issued pursuant to this Plan shall be registered under the U . S . Securities Act pursuant to a registration statement on Form F - 7 filed by Just Energy with the U . S . Securities and Exchange Commission ;

 
 

- 25 - (d) the Backstopped Shares, the Additional Subscription Shares, the Backstop Commitment Fee Shares, the Private Placement Shares and the Backstop Funding Fee Shares issued pursuant to this Plan shall be exempt from the registration requirements of the U . S . Securities Act pursuant to Regulation S or Regulation D under the U . S . Securities Act, as the case may be ; and (e) the New Common Shares of Just Energy issued upon conversion of, or in exchange for, the Senior Unsecured Debt, the Convertible Debentures and the Preferred Shares and the Offered Shares issued pursuant to the New Equity Offering shall be exempt from the prospectus requirements of Canadian Securities Laws, to the extent applicable, pursuant to Section 2 . 11 of National Instrument 45 - 106 – Prospectus Exemptions of the Canadian Securities Administrators . 5.6 Stated Capital The aggregate amount to be added to the stated capital account in respect of the New Common Shares for the purposes of the CBCA in respect of the issuance of New Common Shares pursuant to this Plan will be confirmed by the directors of Just Energy . ARTICLE 6 IMPLEMENTATION OF ARRANGEMENT 1. Withholding Rights Just Energy and/or any other Person making a payment contemplated herein shall be entitled to deduct and withhold from any consideration payable to any Person such amounts as it is required to deduct and withhold with respect to such payment under the Tax Act, the United States Internal Revenue Code of 1986 or any provision of applicable federal, provincial, territorial, state, local or foreign tax Laws, in each case, as amended . To the extent that amounts are so withheld or deducted, such withheld or deducted amounts shall be treated for all purposes hereof as having been paid to the Person in respect of which such withholding was made, provided that such amounts are actually and timely remitted to the appropriate taxing authority . To the extent that the amounts so required or permitted to be deducted or withheld from any payment to a Person exceed the cash portion of the consideration otherwise payable to that Person : (i) the payor is authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to enable it to comply with such deduction or withholding requirement or entitlement, and the payor shall notify the applicable Person thereof and remit to such Person any unapplied balance of the net proceeds of such sale ; or (ii) if such sale is not reasonably possible, the payor shall not be required to make such excess payment until the Person has directly satisfied any such withholding obligation and provides evidence thereof to the payor . 2. Allocation of Payments Unless expressly provided for otherwise, if the aggregate amount paid in respect of a particular Debtholder Claim does not exceed the aggregate amount of accrued but unpaid interest plus the principal amount in respect of the obligations to which such Debtholder Claim relates, then all amounts paid or payable hereunder on account of such Debtholder Claim (including, for greater certainty, any securities received hereunder) shall be applied as follows : (i) first, in respect

 
 

- 26 - of the principal amount of the obligations to which such Debtholder Claim relates, and (ii) second, in respect of the accrued but unpaid interest on such obligations . Unless expressly provided for otherwise, in any other cases, all amounts paid or payable hereunder on account of a particular Debtholder Claim (including, for greater certainty, any securities received hereunder) shall be applied as follows : (i) first, in respect of the accrued but unpaid interest on the obligations to which such Debtholder Claim relates, and (ii) second, in respect of the principal amount of such obligations . 3. Fractional Interests No fractional Common Shares or New Subordinated Notes shall be issued under this Plan, including any fractional interests created as a result of the Common Share Consolidation, and fractional share interests shall not entitle the owner thereof to vote or to any rights of a holder of Common Shares or New Subordinated Notes, as applicable . Any legal, equitable, contractual and any other rights or claims (whether actual or contingent, and whether or not previously asserted) of any Person with respect to fractional Common Shares or New Subordinated Notes pursuant to this Plan shall be rounded down to the nearest whole number of Common Shares or New Subordinated Notes, as applicable, without compensation therefor . 4. Calculations All calculations and determinations made by the Applicants for the purposes of this Plan, including, without limitation, the allocation of amounts under Section 6 . 2 shall, subject to compliance with the Support Agreement and the Backstop Commitment Letter, be conclusive, final and binding upon the Securityholders . ARTICLE 7 R ELE A SES 7.1 Release of Released Parties and Extinguishment of Affected Equity Claims At the applicable time pursuant to Section 5 . 4 , each of the Released Parties shall be released and discharged from all present and future actions, causes of action, damages, judgments, executions, obligations, liabilities and Claims of any kind or nature whatsoever arising on or prior to the Effective Date in connection with the Debt, the Debt Documents, the Affected Equity Claims, the Support Agreement, the Support Agreement Supplement, the Backstop Commitment Letter, the Convertible Debentureholder Support Agreement, this Plan, these proceedings, the transactions contemplated hereunder and any proceedings commenced with respect to or in connection with this Plan, the Strategic Review and any other actions or matters related directly or indirectly to the foregoing, provided that nothing in this paragraph shall release or discharge (i) any of the Released Parties from or in respect of its obligations under this Plan, the Support Agreement, the Support Agreement Supplement, the Backstop Commitment Letter, the Convertible Debentureholder Support Agreement, the New Subordinated Notes, any Amended & Restated Term Loan Document or any Continuing Guarantee, (ii) any Existing Equity Class Action Claims which shall be treated and restricted as set out in Section 7 . 3 below, or (iii) any Released Party from liabilities or claims (other than in relation to an Affected Equity Claim) attributable to any Released Party’s fraud, wilful misconduct, criminal act or criminal omission, as determined by the final, non - appealable judgment of a court of competent jurisdiction . Further, any and all

 
 

- 27 - Affected Equity Claims shall be deemed to have been fully and finally extinguished, cancelled, released, dismissed and enjoined as of the Effective Date. 7 . 2 Injunctions All Persons are permanently and forever barred, estopped, stayed and enjoined, on and after the Effective Date, with respect to any and all Released Claims, from (i) commencing, conducting or continuing in any manner, directly or indirectly, any action, suits, demands or other proceedings of any nature or kind whatsoever against the Released Parties, as applicable, or commencing, conducting or continuing in any manner, directly or indirectly, any action, suits, demands or other proceedings of any nature or kind whatsoever that could result in a claim for contribution of indemnity from a Released Party in respect of any and all Released Claims ; (ii) enforcing, levying, attaching, collecting or otherwise recovering or enforcing by any manner or means, directly or indirectly, any judgment, award, decree or order against the Released Parties ; (iii) creating, perfecting, asserting or otherwise enforcing, directly or indirectly, any lien or encumbrance of any kind against the Released Parties or their property ; or (iv) taking any actions to interfere with the implementation or consummation of this Plan ; provided, however, that the foregoing shall not apply to the enforcement of any obligations under this Plan 7 . 3 Existing Equity Class Action Claims From and after the Effective Date, any Person having an Existing Equity Class Action Claim against Just Energy or any of its current or former officers and/or directors shall only be permitted to continue its Existing Equity Class Action Claims to the point of determination of liability, if any, and the recovery of any such Person shall be limited to the proceeds under the Insurance Policies, to the extent available in respect of any such Existing Equity Class Action Claims, without any additional rights of enforcement or recovery as against the Released Parties . Any such Person shall be irrevocably and forever limited solely to recovery from the proceeds of the Insurance Policies payable on behalf of Just Energy or its directors and officers in respect of any such Existing Equity Class Action Claims, and such Person shall have no right to, and shall not, directly or indirectly, make any claim or seek any recoveries from any of the Released Parties or any of their respective current or former officers and directors in respect of an Existing Equity Class Action Claims, other than enforcing such Person’s rights to be paid by the applicable insurer(s) from the proceeds of the applicable Insurance Policies . Nothing in this paragraph prejudices, compromises, releases or otherwise affects (i) any right or defence of any insurer in respect of an Insurance Policy or (ii) any Person having an Existing Equity Class Action Claims from recovering against Just Energy’s current and former directors and officers for any liabilities or claims attributable to any such director or officer’s fraud, wilful misconduct, criminal act or criminal omission, as determined by the final, non - appealable judgment of a court of competent jurisdiction, provided that all defence costs of any action referred to in this subsection (ii) shall not be paid by any of the Just Energy Entities .

 
 

- 28 - ARTICLE 8 CONDITIONS PRECEDENT TO PLAN IMPLEMENTATION 1. Conditions Precedent to Implementation of this Plan The implementation of this Plan shall be conditional upon the fulfillment, satisfaction or waiver of the following conditions precedent : (a) the Court shall have granted the Final Order and the Final Order shall have become a final order, the implementation, operation or effect of which shall not have been stayed, varied in a manner not acceptable to the Applicants, vacated or subject to pending appeal and as to which order any appeal periods relating thereto shall have expired ; (b) no Law shall have been passed and become effective, the effect of which makes the consummation of this Plan illegal or otherwise prohibited ; (c) all conditions to implementation of this Plan set out in the Support Agreement and the Support Agreement Supplement shall have been satisfied or waived by the applicable parties pursuant to the terms of the Support Agreement and the Support Agreement Supplement ; (d) all conditions to implementation of this Plan set out in the Backstop Commitment Letter shall have been satisfied or waived by the applicable parties pursuant to the terms of the Backstop Commitment Letter ; and (e) all conditions and terms set out in the Convertible Debentureholder Support Agreement shall have been satisfied or waived by the applicable parties pursuant to the terms of the Convertible Debentureholder Support Agreement . 2. Effectiveness This Plan will become effective in the sequence described in Section 5 . 4 on the filing of the Articles of Arrangement and the issuance of the Certificate of Arrangement, and shall be binding on and enure to the benefit of the Just Energy Entities, the Debtholders, the Trustees, the Term Loan Agent, all Existing Equity Holders, all Persons with any Existing Equity Class Action Claims, the Released Parties, the Affected Equity, the directors and officers of the Just Energy Entities and all other Persons named or referred to in, or subject to, this Plan and their respective successors and assigns and their respective heirs, executors, administrators and other legal representatives, successors and assigns . The Articles of Arrangement shall be filed and the Certificate of Arrangement shall be issued in each case with respect to the Arrangement in its entirety . The Certificate of Arrangement shall be conclusive evidence that the Arrangement has become effective and that each of the provisions in Section 5 . 4 has become effective in the sequence set forth therein . No portion of this Plan shall take effect with respect to any party or Person until the Effective Time .

 
 

- 29 - ARTICLE 9 MIS C E LL AN E O US 1. Waiver of Defaults Except as provided in Section 16 of the Backstop Commitment Letter, from and after the Effective Time, all Persons shall be deemed to have consented and agreed to all of the provisions of this Plan in its entirety . Without limiting the foregoing, and except as provided in Section 16 of the Backstop Commitment Letter, all Persons shall be deemed to have : (a) waived any and all defaults or events of default, third - party change of control rights or any non - compliance with any covenant, warranty, representation, term, provision, condition or obligation, expressed or implied, in any contract, instrument, credit document, lease, licence, guarantee, agreement for sale or other agreement, written or oral, in each case relating to, arising out of, or in connection with, the Debt or the Debt Documents, the Support Agreement, the Backstop Commitment Letter, the Arrangement, this Plan, the transactions contemplated hereunder and any proceedings commenced with respect to or in connection with this Plan and any and all amendments or supplements thereto . Any and all notices of default and demands for payment or any step or proceeding taken or commenced in connection with any of the foregoing shall be deemed to have been rescinded and of no further force or effect, provided that nothing shall be deemed to excuse the Just Energy Entities and their respective successors from performing their obligations under this Plan ; and (b) agreed that, if there is any conflict between the provisions of any agreement or other arrangement, written or oral, existing between such Person and the Just Energy Entities and the provisions of this Plan, then the provisions of this Plan take precedence and priority and the provisions of such agreement or other arrangement are deemed to be amended accordingly, provided, however, that notwithstanding any other provision of this Plan, nothing herein shall affect the obligations of any of the Just Energy Entities to any employee thereof in their capacity as such (for greater certainty, other than with respect to the Affected Equity and the Affected Equity Claims), including any contract of employment between any Person and any of the Just Energy Entities . 2. Amendments to the Plan of Arrangement Subject to the terms and conditions of the Support Agreement, the Convertible Debentureholder Support Agreement and the Backstop Commitment Letter and the Interim Order : (a) the Applicants reserve the right to amend, restate, modify and/or supplement this Plan at any time and from time to time, provided that (except as provided in subsection (c) below) any such amendment, restatement, modification or supplement must be contained in a written document that is (i) filed with the Court (either before or as soon as practicable following the Meetings provided that written copies of any such amendments, restatements, modifications or supplements are

 
 

- 30 - provided at the Meetings) and, if made following the Meetings, approved by the Court, and (ii) communicated to the Securityholders in the manner required by the Court (if so required) ; (b) any amendment, modification or supplement to this Plan may be proposed by the Applicants at any time prior to or at the Meetings, with or without any prior notice or communication (other than as may be required under the Interim Order), and if so proposed and accepted at the Meetings, shall become part of this Plan for all purposes ; and (c) any amendment, modification or supplement to this Plan may be made following the Meetings by the Applicants, without requiring filing with, or approval of, the Court, provided that it concerns a matter which is of an administrative nature and is required to better give effect to the implementation of this Plan and is not materially adverse to the financial or economic interests of any of the Securityholders . 3. Consents, Waivers and Agreements Except as provided in Section 16 of the Backstop Commitment Letter, at the Effective Time, each Debtholder and any other Person affected by this Plan will be deemed to have consented and agreed to all of the provisions of this Plan in its entirety . Without limitation to the foregoing, and except as provided in Section 16 of the Backstop Commitment Letter, each Debtholder and any other Person affected by this Plan (including, without limitation, the Trustees, the Term Loan Agent, the Existing Common Shareholders and the Existing Preferred Shareholders) will be deemed : (a) to have executed and delivered to the Applicants all consents, releases, assignments and waivers, statutory or otherwise, required to implement and carry out this Plan in its entirety ; (b) to have waived any non - compliance or default by the Just Energy Entities with or of any provision, express or implied, in any agreement or other arrangement, written or oral, existing between such Debtholder or other Person and the Just Energy Entities with respect to the Debt or the Debt Documents that has occurred or exists on or prior to the Effective Time ; and (c) to have agreed that, if there is any conflict between the provisions of any such agreement and the provisions of this Plan, then the provisions of this Plan take precedence and priority and the provisions of such agreement or other arrangement are deemed to be amended accordingly . 4. Paramountcy On and from the Effective Time, any conflict between this Plan and the covenants, warranties, representations, terms, conditions, provisions or obligations, expressed or implied, of any contract, mortgage, security agreement, indenture, trust indenture, loan agreement, support agreement, commitment letter, by - laws or other agreement, written or oral, and any and all

 
 

- 31 - amendments or supplements thereto existing between one or more of the Debtholders, on the one hand, and any of the Applicants, on the other hand, as at the Effective Date will be deemed to be governed by the terms, conditions and provisions of this Plan and the Final Order, which shall take precedence and priority . 5. Credit Facility Lenders Notwithstanding any other provision of this Plan, (i) nothing herein shall affect the obligations of any of the Just Energy Entities to the Credit Facility Administrative Agent, the Collateral Agent or the Credit Facility Lenders under or in connection with the Credit Agreement or any other Credit Document (as defined in the Credit Agreement), and (ii) all rights, remedies, interests, claims and entitlements of the Credit Facility Administrative Agent, the Collateral Agent and the Credit Facility Lenders under and in respect of the Credit Agreement and the other Credit Documents shall remain unaffected in all respects by this Plan (including all transactions, releases, injunctions, waivers and deeming provisions contemplated herein) . Without limiting the foregoing, the provisions of Article 7 and Sections 5 . 3 , 5 . 4 , 8 . 2 , 9 . 1 , 9 . 3 , 9 . 4 and 9 . 10 shall not apply to the Credit Facility Administrative Agent, the Collateral Agent and the Credit Facility Lenders or the obligations of any of the Just Energy Entities to the Credit Facility Administrative Agent, the Collateral Agent or the Credit Facility Lenders under or in connection with the Credit Agreement or any other Credit Document, and the capitalized term “Persons”, as used herein, shall exclude the Credit Facility Administrative Agent, the Collateral Agent and the Credit Facility Lenders in their capacity as such . 6. Deeming Provisions In this Plan, the deeming provisions are not rebuttable and are conclusive and irrevocable. 7. Severability If prior to the Effective Date, any provision of this Plan is held by the Court to be invalid, void or unenforceable, the Court, at the request of Just Energy and subject to the consent of counsel to the Term Loan Debtholders, acting reasonably, may alter and/or interpret such provision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of such provision, and such provision will then be applicable as altered or interpreted and the remainder of the provisions of this Plan will remain in full force and effect and will in no way be invalidated by such alteration or interpretation . 8. Term Loan Debtholders and Initial Backstoppers For the purposes of this Plan, the Applicants shall be entitled to rely on written confirmation from Torys LLP that the Term Loan Debtholders or the Initial Backstoppers (as defined in the Backstop Commitment Letter), as applicable, have agreed to, waived, consented to or approved a particular matter .

 
 

- 32 - 9. Convertible Debentureholders For the purposes of this Plan, the Applicants shall be entitled to rely on written confirmation from Goodmans LLP that the Supporting Convertible Debentureholders, have agreed to, waived, consented to or approved a particular matter . 10. Notices Any notices or communication to be made or given hereunder shall be in writing and shall reflect this Plan and may, subject as hereinafter provided, be made or given by the Person making or giving it or by any agent of such Person authorized for that purpose by personal delivery, by prepaid mail or by e - mail addressed to the respective parties as follows : (i) if to Just Energy: Just Energy Group Inc. 100 King Street West, Suite 2630 Toronto, Ontario M5X 1E1 A tt e ntion: Email: Jonah Davids jd a vi ds@ j us t e n er gy. c om With a required copy (which shall not be deemed notice) to: Osler, Hoskin & Harcourt LLP 100 King Street West, Suite 6200 Toronto, Ontario M5X 1B8 A tt e ntion: Email: Marc Wasserman & Michael De Lellis mwasserman@osler.com mdelellis@osler.com ( ii) if to the Term Loan Debtholders or the Initial Backstoppers Torys LLP 79 Wellington St., 30th Floor Toronto, Ontario M5K 1N2 A tt e ntion: Email: Tony DeMarinis td e m ar ini s@ to rys . c om ( iii) if to the Supporting Convertible Debentureholders Goodmans LLP 333 Bay Street., 34th Floor Toronto, Ontario M5H 2S7

 
 

- 33 - A tt e ntion: Email: Robert J. Chadwick rchadwick@goodmans.ca or to such other address as any party above may from time to time notify the others in accordance with this Section 9 . 9 . In the event of any strike, lock - out or other event which interrupts postal service in any part of Canada, all notices and communications during such interruption may only be given or made by personal delivery or by email and any notice or other communication given or made by prepaid mail within the five ( 5 ) Business Day period immediately preceding the commencement of such interruption, unless actually received, shall be deemed not to have been given or made . Any such notices and communications so given or made shall be deemed to have been given or made and to have been received on the day of delivery if delivered, or on the day of emailing, provided that such day in either event is a Business Day and the communication is so delivered or emailed before 5 : 00 p . m . on such day . Otherwise, such communication shall be deemed to have been given and made and to have been received on the next following Business Day . The unintentional failure by the Applicants to give a notice contemplated hereunder to any particular Securityholder shall not invalidate this Plan or any action taken by any Person pursuant to this Plan . 9.11 Further Assurances Notwithstanding that the transactions and events set out herein will occur and be deemed to occur in the order set out in this Plan without any further act or formality, each of the Persons named or referred to in, affected by or subject to, this Plan will make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them to carry out the full intent and meaning of this Plan and to give effect to the transactions contemplated herein .

 
 

SCHEDULE “B” Registration Instructions [Redacted]

 
 

SCHEDULE “C” Revised Schedule “A” to the Term Sheet

 
 

FIRST AMENDED AND RESTATED LOAN AGREEMENT AMONG JUST ENERGY GROUP INC. as Borrower AND NATIONAL BANK OF CANADA, as Agent AND SAGARD CREDIT PARTNERS, LP and EACH OTHER PERSON from time to time party hereto as a Lender, as Lenders MADE AS OF September [  ], 2020

 
 

TABLE OF CONTENTS ARTICLE 1 INTERPRETATION.................................................................................................. 2 1.01 Definitions............................................................................................................... 2 1.02 Headings ............................................................................................................... 28 1.03 Number ................................................................................................................. 29 1.04 Accounting Principles ........................................................................................... 29 1.05 Accounting Practices ............................................................................................ 29 1.06 Currency................................................................................................................ 29 1.07 Paramountcy ......................................................................................................... 29 1.08 Non - Business Days ............................................................................................... 30 1.09 Statutory and Material Contract References ......................................................... 30 1.10 Interest Payments and Calculations ...................................................................... 30 1.11 Determination by the Borrower ............................................................................ 31 1.12 Schedules .............................................................................................................. 32 ARTICLE 2 THE LOAN FACILITY........................................................................................... 32 2.01 Loan Facility ......................................................................................................... 32 ARTICLE 3 CONDITIONS PRECEDENT ................................................................................. 33 3 . 01 Conditions Precedent to Effectiveness of this Agreement .................................... 33 3 . 02 Waiver ................................................................................................................... 35 3 . 03 Amendment and Restatement ............................................................................... 35 ARTICLE 4 PAYMENTS OF INTEREST AND FEES .............................................................. 36 4.01 Interest on Advances ............................................................................................. 36 4.02 No Set - Off, Deduction etc. ................................................................................... 37 4.03 Fees ....................................................................................................................... 37 4.04 [Reserved] ............................................................................................................. 38 4.05 Account of Record ................................................................................................ 38 4.06 Notes ..................................................................................................................... 38 4.07 Maximum Rate of Interest .................................................................................... 39 ARTICLE 5 REPAYMENT ......................................................................................................... 39 5 . 01 Mandatory Repayment of Principal at Maturity or on a Change of Control ........ 39 5 . 02 Voluntary Repayments .......................................................................................... 40 ARTICLE 6 PLACE AND APPLICATION OF PAYMENTS ................................................... 40 6.01 Place of Payment of Principal, Interest and Fees.................................................. 40 ARTICLE 7 REPRESENTATIONS AND WARRANTIES........................................................ 40 7.01 Representations and Warranties............................................................................ 40 7 . 02 Survival and Repetition of Representations and Warranties ................................ 48 ARTICLE 8 COVENANTS ......................................................................................................... 48 8.01 Positive Covenants................................................................................................ 48 8.02 Financial Covenants.............................................................................................. 52 8.03 Reporting Requirements ....................................................................................... 53 8.04 Negative Covenants .............................................................................................. 55

 
 

- ii - 8.05 Restricted and Unrestricted Subsidiaries .............................................................. 59 ARTICLE 9 DEFAULT ............................................................................................................... 61 9.01 Events of Default .................................................................................................. 61 9.02 Acceleration and Termination of Rights............................................................... 64 9.03 Remedies Cumulative and Waivers ...................................................................... 64 9.04 Termination of Lenders’ Obligations.................................................................... 65 9.05 Perform Obligations.............................................................................................. 65 9.06 Third Parties.......................................................................................................... 65 ARTICLE 10 COSTS, EXPENSES AND INDEMNIFICATION............................................... 65 10.01 Costs and Expenses............................................................................................... 65 10.02 Indemnification by the Borrower.......................................................................... 66 10.03 Specific Environmental Indemnification .............................................................. 66 10.04 Exclusion............................................................................................................... 67 ARTICLE 11 THE AGENT AND THE LENDERS .................................................................... 67 11.01 Appointment ......................................................................................................... 67 11.02 Indemnity from Lenders ....................................................................................... 68 11.03 Exculpation ........................................................................................................... 68 11.04 Reliance on Information ....................................................................................... 69 11.05 Knowledge and Required Action.......................................................................... 69 11.06 Request for Instructions ........................................................................................ 69 11.07 The Agent Individually ......................................................................................... 69 11.08 Resignation and Termination ................................................................................ 70 11.09 Actions by Lenders ............................................................................................... 70 11.10 Provisions for Benefit of Lenders Only ................................................................ 71 11.11 Payments by Agent ............................................................................................... 71 11.12 Direct Payments .................................................................................................... 72 11 . 13 Acknowledgements, Representations and Covenants of Lenders ........................ 72 11 . 14 Rights of Agent ..................................................................................................... 73 11 . 15 Collective Action of the Lenders .......................................................................... 74 11 . 16 Funding by Lenders ; Presumption by Agent ........................................................ 74 11 . 17 Payments by the Borrower ; Presumption by Agent .............................................. 74 11 . 18 Non - Funding Lenders ........................................................................................... 75 11 . 19 Acknowledgement and Consent to Bail - In of Affected Financial Institutions ............................................................................................................. 76 11 . 20 Acknowledgement Regarding Any Supported QFCs . .......................................... 77 11 . 21 Divisions ............................................................................................................... 78 ARTICLE 12 TAXES................................................................................................................... 79 12.01 Taxes ..................................................................................................................... 79 ARTICLE 13 SUCCESSORS AND ASSIGNS AND ADDITIONAL LENDERS..................... 82 13.01 Successors and Assigns......................................................................................... 82 13.02 Assignments .......................................................................................................... 83 13.03 Participations......................................................................................................... 84

 
 

- iii - ARTICLE 14 GENERAL ............................................................................................................. 85 14.01 Exchange and Confidentiality of Information ...................................................... 85 14.02 Nature of Obligations under this Agreement ........................................................ 86 14.03 Notice .................................................................................................................... 86 14.04 Governing Law ..................................................................................................... 87 14.05 Judgment Currency ............................................................................................... 87 14.06 Benefit of the Agreement ...................................................................................... 88 14.07 Severability ........................................................................................................... 88 14.08 Whole Agreement ................................................................................................. 88 14.09 Further Assurances................................................................................................ 88 14.10 Waiver of Jury Trial .............................................................................................. 88 14.11 Consent to Jurisdiction.......................................................................................... 89 14.12 Time of the Essence .............................................................................................. 89 14.13 Electronic Execution and Delivery ....................................................................... 89 14.14 Counterparts .......................................................................................................... 89 14.15 Delivery by Facsimile Transmission .................................................................... 90 14.16 Term of Agreement ............................................................................................... 90 14.17 USA Patriot Act .................................................................................................... 90 14.18 Anti - Money Laundering Legislation .................................................................... 90 14.19 Public Disclosure .................................................................................................. 90

 
 

FIRST AMENDED AND RESTATED LOAN AGREEMENT THIS FIRST AMENDED AND RESTATED LOAN AGREEMENT is made as of September [  ], 2020 AMONG: JUST ENERGY GROUP INC. , a corporation existing under the laws of Canada (hereinafter referred to as the “ Borrower ”) - and - NATIONAL BANK OF CANADA , in its capacity as administrative agent (hereinafter referred to as the “ Agent ”) - and - SAGARD CREDIT PARTNERS, LP , and each other Person from time to time party to this Agreement as a Lender (hereinafter in such capacities individually referred to as a “ Lender ” and collectively in such capacities referred to as, the “ Lenders ”) WHEREAS the Borrower, the Agent and the Lenders are party to a loan agreement dated as of September 18, 2018 as amended by a limited waiver and amending agreement dated as of March 19, 2019, a limited waiver and second amending agreement dated as of June 25, 2019, a third amending agreement to loan agreement dated as of July 23, 2019, a limited waiver and fourth amending agreement dated as of November 30, 2019, a limited waiver and fifth amending agreement dated as of March 31, 2020 (collectively, the “ Original Loan Agreement ”); AND WHEREAS , the Corporation is party to a trust deed dated as of January 29, 2014 between the Borrower, U.S. Bank Trustees Limited as trustee and Elavon Financial Services Limited, UK Branch, pursuant to which the Borrower issued US<Redacted> aggregate principal amount of 6.5% convertible bonds issued due December 31, 2020 (the “ UK Convertible Bonds ”); AND WHEREAS the Borrower and the Lenders entered into a support agreement dated as of July 8, 2020, as supplemented on August  , 2020 pursuant to a support agreement supplement (collectively, the “ Support Agreement ”), pursuant to, among other things, which they have agreed to amend and restate the Original Loan Agreement pursuant to the terms of this first amended and restated loan agreement; AND WHEREAS pursuant to an order of the Superior Court of Justice of Ontario on [  ], 2020 , (the “ Court Order ”) the court approved the Recapitalization Plan (defined below) with the effect that all obligations outstanding under the UK Convertible Bonds will be extinguished and the holders of the UK Convertible Bonds shall be deemed to be Additional Lenders (defined below) hereunder;

 
 

- 2 - NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements herein contained the parties hereto agree as follows: ARTICLE 1 I N TE RPR ET A TION 1.01 Definitions In this Agreement unless something in the subject matter or context is inconsistent therewith: “<Redacted> Subordinated Notes ” means the <Redacted> aggregate principal amount (plus any interest or fee in respect of such indebtedness that is paid in kind (and not in cash) of 7% subordinated notes of the Borrower maturing September [  ], 2026, issued on September [  ], 2020 pursuant to the <Redacted> Subordinated Notes Indenture. “ $ <Redacted> Subordinated Notes Indenture ” means the note indenture made as of September [  ], 2020 between the Borrower and [  ], as trustee, as may be supplemented, amended or restated from time to time in accordance with the terms of this Agreement, pursuant to which the <Redacted> Subordinated Notes are issued. “ Acquisition ” means, with respect to any Person, any purchase or other acquisition, regardless of how accomplished or effected (including any such purchase or other acquisition effected by way of amalgamation, merger, arrangement, business combination or other form of corporate reorganization or by way of purchase, lease or other acquisition arrangements), of (a) any other Person (including any purchase or acquisition of such number of the issued and outstanding securities of, or such portion of an equity interest in, such other Person that such other Person becomes a Subsidiary of the purchaser or of any of its Affiliates) or of all or substantially all of the Property of any other Person, or (b) any division, business, operation or undertaking of any other Person or of all or substantially all of the Property of any division, business, operation or undertaking of any other Person. “ Additional Lenders ” means any Person that is not an existing Lender to the Original Loan Agreement and that have been deemed pursuant to the Court Order to have provided Additional Term Commitments pursuant to Sec tion 2.01(2) and “ Lender ” means any one of the Additional Lenders and includes each of their successors and permitted assigns. “ Additional Term Commitments ” means, in respect of each Additional Lender from time to time, the amount of set forth in Schedule A to this Agreement opposite such Lender’s name (which may be amended and distributed to all parties by the Agent from time to time as other persons become Lenders). “ Additional Term Loans ” has the meaning set for th in 2.01(2). “ Advance ” means each borrowing by the Borrower by way of a term loan under the Loan Facility and any reference relating to the amount of Advances will mean the sum of the principal amount of all outstanding Advances plus any PIK Interest or PIK Fees that has been added to the principal in accordance with Section 4.01 or Section 4.03.

 
 

- 3 - “ Affiliate ” has the meaning ascribed thereto in the Business Corporations Act (Ontario) and for greater certainty, with respect to the Borrower includes a Subsidiary of the Borrower. “ Agent ” means National Bank of Canada in its capacity as administrative agent for the Lenders, including any successor agent pursuant to Section 11.08 hereof. “ Agent’s Payment Location ” means the office of the Agent that the Agent may from time to time designate by notice to the Borrower and the Lenders. “Aggregate Swap Exposure” means, at any time, the negative net marked to market amount, if any, that would be carried in the accounts of the Borrower on a Modified Consolidated Basis at such time with respect to Hedges (other than Commodity Hedges) as a liability in accordance with GAAP. “ Agreement ” means this first amended and restated loan agreement, the schedules and all amendments made hereto in accordance with the provisions hereof as amended, revised, replaced, supplemented or restated from time to time. “ Alberta Utilities Commission Debt ” means Debt in the aggregate principal amount of approximately <Redacted> incurred by an Obligor from time to time owing to Her Majesty the Queen in Right of Alberta or Balancing Pool, a corporation established by the Electric Utilities Act (Alberta) or, in each case, any agency thereof, in connection with the utility payment deferral programs established or to be established under the Utility Payment Deferral Program Act (Alberta), including for certainty, any Debt incurred by (i) [ Ɣ ] pursuant to the loan agreement dated [ Ɣ ], 2020 between [ Ɣ ] and Her Majesty the Queen in Right of Alberta, as represented by the Associate Minister of Natural Gas and Electricity and (ii) [ Ɣ ] pursuant to the funding agreement dated [ Ɣ ], 2020 between [ Ɣ ] and Balancing Pool. “ Anti - Corruption Laws ” means the Corruption of Foreign Public Officials Act (Canada), the FCPA and all other similar Applicable Law with respect to the prevention of corruption and bribery. “ Applicable Law ” means, in respect of any Person, property, transaction, event or other matter, as applicable, all domestic and foreign laws, rules, statutes, regulations, treaties, orders, judgments and decrees and, to the extent they have the force of law, all official directives, rules, guidelines, orders, policies and other requirements of any Governmental Authority (collectively the “ Law ”) and will also include any interpretation of the Law or any part of the Law by any Person having jurisdiction over it or charged with its administration or interpretation in each case having the force of law relating or applicable to such Person, property, transaction, event or other matter. “ Applicable Order ” means any applicable domestic or foreign order, judgment, award or decree made by any court or Governmental Authority. “ Arm’s Length ” has the meaning specified in the definition of “ Non Arm’s Length ”. “ Assignment Agreement ” has the meaning specified in Sec tion 13.02.

 
 

- 4 - “ Associate ” means an “associate” as defined in the Business Corporations Act (Ontario). “Available Supply” means, at any time, the amount of natural gas, electricity or JustGreen Products (whether physical or financial) contracted for by the Obligors under existing Supplier Contracts, less any sales of excess of such commodity already contracted for under existing Supplier Contracts at such time. “ Average Net Senior Debt Utilization to EBITDA Ratio ” means, for any Fiscal Quarter, the ratio of (a) the daily average of (i) the amount of the Senior Debt, less (ii) the aggregate amount of the cash on deposit in the bank accounts of the Obligors and any Cash Equivalents (determined on a Modified Consolidated Basis), each measured at 5:00 p.m. Toronto time on each day in such Fiscal Quarter, and (b) EBITDA in respect of the immediately preceding Four Quarter Period. “ Bail - In Action ” means the exercise of any Write - Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution. “ Bail - In Legislation ” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail - In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings). “ Billed Accounts Receivable ” means all present and future amounts in respect of gas, electricity or JustGreen Products that has been delivered to a Customer pursuant to a Customer Contract, and that have been billed to such Customer and assigned or sold to an LDC pursuant to a Collection Service Agreement. “ Borrower ” means Just Energy Group Inc. and includes its successors and assigns. “ Borrower’s Counsel ” means the firm of Fasken Martineau DuMoulin LLP or such other firm or firms of legal counsel as the Borrower may from time to time designate. “ Business ” means the business carried on by the Obligors consisting of (i) the purchase of natural gas, electricity and JustGreen Products under Supplier Contracts, (ii) the marketing and sale of natural gas, electricity and JustGreen Products to Customers under Customer Contracts, (iii) the marketing, sale and lease of home and business solutions, including smart thermostats, energy monitoring and management applications, smart sprinkler controllers and other smart home and business devices, (iv) the management of consumers’ and businesses’ energy consumption, (v) the marketing and sale of solar energy products; (vi) the ownership and operation of green energy generation assets; and (vii) the generating of sales leads of other third party products. “ Business Day ” means a day on which banks are generally open for business in Toronto, Ontario and Montreal, Quebec.

 
 

- 5 - “ Canadian Dollars ”, “ Cdn. Dollars ”, “ Cdn.$ ” and “ $ ” mean the lawful money of Canada. “ Canadian Pension Plan ” means any “pension plan” or “plan” that is subject to the funding requirements of the Pension Benefits Act (Ontario) or applicable pension benefits legislation in any other Canadian jurisdiction and is applicable to employees resident in Canada of an Obligor. “ Canadian Welfare Plan ” means any medical, health, hospitalization, insurance or other employee benefit or welfare plan or arrangement applicable to employees resident in Canada of an Obligor, but excluding (a) any Canadian Pension Plans and (b) plans established by statute or administered by a Governmental Authority, including the Canada Pension Plan, the Quebec Pension Plan or plans administered pursuant to federal or provincial health, workers compensation and employment insurance legislation. “Cash Equivalents” means: (a) marketable direct obligations issued by, or unconditionally guaranteed by, the government of Canada or the government of the United States or any agency or instrumentality of either of them, and backed by the full faith and credit of Canada or the United States, as the case may be, in each case maturing within one year from the date of acquisition; (b) demand deposits, term deposits, certificates of deposit or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any commercial bank organized under the laws of Canada or the United States or any state thereof whose long term debt is rated at least A or the equivalent thereof by S&P or at least A2 or the equivalent thereof by Moody’s; and (c) commercial paper of an issuer rated at least A - 1+ or the equivalent thereof by S&P or at least P - 1 or the equivalent thereof by Moody’s or at least R - 1 (High) or the equivalent thereof by DBRS, and in each case maturing within six months from the date of acquisition. “ Cash Security Deposit ” means an amount required to be paid by an Obligor to an LDC pursuant to a Collection Service Agreement following the occurrence of an event of default thereunder, in respect of amounts owing by such Obligor to such LDC pursuant to such Collection Service Agreement. “ CERCLA ” means the Comprehensive Environmental Response Compensation and Liability Act of 1980 , as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. †† 9601 et seq., and any future amendments thereto. “ Change of Control ” means, following the Closing Date, with respect to the Borrower, the occurrence of any of the following: (a) the acquisition by any Person or group of Persons who are associates (as such term is defined in the Securities Act (Ontario)), or who act together in concert for such purpose, of (i) common shares or other voting securities of the Borrower to which are attached more than 50% of the votes that may be cast to elect the directors, or (ii) the ability, through operation of law or otherwise, to elect or cause the election or appointments of a majority of the directors. Where control is exercised de - facto by contract or representation on the

 
 

- 6 - board of directors of the Borrower, any change in the foregoing relationship where a reasonable Person would deem control to have been acquired as a result of such change, will constitute a Change of Control; (b) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger, plan of arrangement, amalgamation or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Borrower and its Subsidiaries taken as a whole to any Person or group of Persons acting jointly or in concert for purposes of such transaction; (c) the adoption of a plan relating to the liquidation or dissolution of the Borrower, which is not otherwise permitted under this Agreement or (d) the first day on which a majority of the members of the board of directors of the Borrower are not Continuing Directors. “ Closing Date ” means the date on which all of the conditions precedent set forth in Sec tion 3.01 are satisfied or waived. “ Code ” means the Internal Revenue Code of 1986 of the United States, as amended, and any successor statute thereto. “ Collection Service Agreement ” means a collection service agreement entered into from time to time between an Obligor and a LDC providing for billing and collection services by such LDC on behalf of such Obligor with respect to its Customers, as supplemented, amended or restated from time to time. “ Commitment ” means, in respect of each Lender from time to time, the amount of set forth in Schedule A to this Agreement opposite such Lender’s name (which will be amended and distributed to all parties by the Agent from time to time as other persons become Lenders), which for greater certainty will in each case be reduced by such Lender’s Proportionate Share of the amount of any permanent prepayments or reductions required or made hereunder. “Commodity Hedges” means any agreement for the hedging or fixing of the cost of commodities used in the ordinary course of business so long as such obligations are settled by the payment of money and not by the delivery of such commodities. “ Compliance Certificate ” means the certificate required pursuant to Section 8.03(3) substantially in the form annexed as Schedule I and signed by a senior officer of the Borrower. “ Contingent Obligation ” means, with respect to any Person, calculated without duplication, obligations of such Person in respect of synthetic lease obligations, contingent liabilities in respect of letters of credit, letters of guarantee and similar instruments, capital stock which in accordance with GAAP is not included in shareholders’ equity, net obligations under Hedges, contingent liabilities required to be treated as a liability on a balance sheet of such Person in accordance with GAAP and contingent liabilities under any guarantee, including without limitation, under any guarantee of any of the foregoing, but excluding operating leases and trade payables arising in the ordinary course of business. “ Continuing Directors ” means, as of any date of determination, any member of the board of directors of the Borrower who (a) was a member of the board of directors of the Borrower on the Closing Date (after giving effect to the implementation of the Recapitalization Plan), or (b) was nominated for election or elected to the board of directors of the Borrower with the approval of a

 
 

- 7 - majority of the Continuing Directors who were members of the board of directors at the time of such nomination or election. “ Controlled Group ” means all members of a controlled group of corporations or other business entities and all trades or businesses (whether or not incorporated) under common control, which together with the Borrower and any of its subsidiaries, are treated as a single employer under Section 414 of the Code or Section 4001 of ERISA. “ Court Order ” has the meaning provided in the recitals to this Agreement , [a copy of which is attached as Schedule <@>]. “ Credit Card Payment Account ” means a bank account maintained by an Obligor into which Customers make credit card payments in respect of exit fees and other payments in respect of the Business and in respect of which a security interest is granted to a merchant services provider. “ Currency Hedge ” means any agreement, whether in the form of a futures or forward contract, swap or otherwise, for the hedging of a currency risk in Canadian Dollars or US Dollars. “Customer Contracts” means contracts entered into from time to time by Obligors with Customers in connection with the Business. “ Customers ” means residential, small to mid - size commercial and small industrial purchasers of products of the Business from an Obligor. “ Debt ” means, with respect to any Person, without duplication, the aggregate of the following amounts, at the date of determination: (a) the principal amount of all indebtedness of such Person for borrowed money, (b) the principal amount of all obligations of such Person for the deferred purchase price of Property or services in excess of 90 days which constitute indebtedness, (c) the principal amount of all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) the principal amount of all obligations of such Person created or arising under any conditional sale or other title retention agreement (other than operating leases) with respect to property acquired by such Person (whether or not the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all Lease Obligations of such Person, (f) the undrawn amount of all letters of credit issued on behalf of such Person and the full face amount of all bankers’ acceptances issued by or on behalf of such Person, (g) all obligations of such Person to purchase, redeem, retire, defease or otherwise acquire for value any partnership or shareholder or other equity interests of such Person, (h) all Contingent Obligations of such Person in respect of any of the foregoing items, (i) all Hedges, (j) all Debt referred to in clauses (a) through (i) above secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) any Encumbrance on property (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Debt, limited to the fair market value of such property, and (k) any other obligation arising under arrangements or agreements that, in substance, constitute indebtedness for borrowed money of such Person. “ Deferred Compensation Plan ” means the deferred compensation plan pursuant to which rights to common shares of the Borrower are issued to directors in lieu of fees payable in cash and are

 
 

- 8 - exchangeable into common shares of the Borrower, as supplemented, amended or restated from time to time. “Depreciation Expense” means, for any period with respect to the Borrower, depreciation, amortization (excluding the amortization of contract initiation costs), depletion and other like reductions to income of the Borrower for such period not involving any outlay of cash, determined, without duplication, on a Modified Consolidated Basis in accordance with GAAP and includes, for greater certainty, amortization of any up front financing fees. “ Designated Disposition ” means a Disposition by the Borrower or any of its Subsidiaries of (i) any shares or other equity interests in <Redacted>, (ii) any shares or other equity interests in a <Redacted> Entity, or (iii) any Property of a <Redacted> Entity . “ Disposition ” means any sale, assignment, transfer, conveyance, permanent user license or other disposition of any nature or kind whatsoever of any Property or of any right, title or interest in or to any Property, and the verb “ Dispose ” will have a correlative meaning . “Distributions” means the payment by a Person: (a) of any dividends or distributions on any equity interests, (b) of any interest, premium or fees owing on any indebtedness, including any indebtedness which is subordinate to the indebtedness owing to the Lenders (including, without limitation, in respect of Existing Intercompany Debt, Future Intercompany Debt, Permitted Unrestricted Subsidiary Debt and the <Redacted> Subordinated Notes), (c) distributions paid in cash under the Restricted Share Grant Plan or the Deferred Compensation Plan, (d) non - cash distributions of Share Based Compensation, (e) the application of such Person’s assets to the purchase, redemption or other acquisition or retirement of any of its shares, partnership, or trust units, as applicable, (f) permanent repayments (partial or full) of the principal amount of the Alberta Utilities Commission Debt or the <Redacted> Subordinated Notes, or (g) any other like distributions of funds whatsoever by such Person; for greater certainty the capitalization of interest together with any fees payable hereunder and the addition thereof to the principal amount of the Obligations from time to time shall not constitute a Distribution. “EBITDA” means, for any period for the Borrower determined on a Modified Consolidated Basis, net income for such period: (a) increased by the sum of (without duplication): (i) Total Interest Expense for such period; (ii) Income Tax Expense for such period; ( iii) Depreciation Expense for such period (which for greater certainty does not include any amortization of contract initiation costs); ( iv) non - cash losses resulting from the fair value of derivative financial investments for such period;

 
 

- 9 - (v) accrued (but not yet actually realized) foreign exchange translation losses; ( vi) losses on the purchase or redemption of securities issued by the Borrower and the Restricted Subsidiaries for such period; ( vii) any other cash or non - cash extraordinary, unusual or non - recurring losses for such period, excluding, for greater certainty, (A) provisions made for litigation and other similar proceedings and (B) losses associated with trading, settlement or balancing of Commodity Hedges; and (viii) Share Based Compensation to the extent settled with shares of the Borrower (i.e. non - cash); (b) decreased by the sum of (without duplication): ( i) non - cash gains resulting from the fair value of derivative financial investments for such period; ( ii) accrued (but not yet actually realized) foreign exchange translation gains; ( iii) gains on the purchase or redemption of securities issued by the Borrower and the Restricted Subsidiaries for such period; ( iv) any reduction in deferred tax recovery for such period; and (v) any other cash or non - cash extraordinary, unusual or non - recurring gains for such period, excluding, for greater certainty, gains associated with trading, settlement or balancing of Commodity Hedges. “ EDC ” means Export Development Canada. “ EDC Indemnity ” means the bonding products declaration and indemnity dated December 30, 2016, provided by each Obligor in favour of EDC. “ EEA ” means the European Economic Area. “EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent. “EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

 
 

- 10 - “EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. “ Electricity Service Agreements ” means electricity service agreements entered into between an Obligor and an LDC regarding such Obligor’s electricity Customers. “ Eligible Customer Contracts ” means Customer Contracts for sales entered into in connection with the Business in Canada, the United States or such other jurisdiction as the Majority Lenders consent to in writing . “ Encumbrance ” means, in respect of any Person, any mortgage, debenture, pledge, hypothec, lien, charge, assignment by way of security, hypothecation or security interest granted or permitted by such Person or arising by operation of law, in respect of any of such Person’s Property, or any lease in respect of a Right of Use Asset by such Person as lessee or any other security agreement, trust or arrangement having the effect of security for the payment of any debt, liability or obligation, and “ Encumbrances ”, “ Encumbrancer ”, “ Encumber ” and “ Encumbered ” will have corresponding meanings. “ Equity Hedges ” means any agreement, whether in the form of a futures or forward contract, swap or otherwise for the hedging of the price of shares. “ Equivalent Amount ” means with respect to any two currencies, the amount obtained in one such currency when an amount in the other currency is converted into the first currency using the spot rate of exchange for such conversion as quoted by the Bank of Canada at the close of business on the Business Day that such conversion is to be made (or, if such conversion is to be made before close of business on such Business Day, then at close of business on the immediately preceding Business Day) and, in either case, if no such rate is quoted, the spot rate of exchange quoted for wholesale transactions by Canadian Imperial Bank of Commerce in Toronto, Ontario on the Business Day such conversion is to be made in accordance with its normal practice. “ ERISA ” means the Employee Retirement Income Security Act of 1974 of the United States, together with the regulations thereunder as the same may be amended from time to time. Reference to Sections of ERISA also refer to any successive Sections thereto . “ ERISA Plan ” means an “employee welfare benefit plan” or “employee pension benefit plan” as such terms are defined in Sections 3 ( 1 ) and 3 ( 2 ) of ERISA . “EU Bail - In Legislation Schedule” means the EU Bail - In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time. “ Event of Default ” means any of the events described in Sec tion 9 . 01 . “ Excluded Taxes ” means in the case of each Lender, the Agent or any other recipient of any payment to be made by or on account of any obligation of the Obligors hereunder (i) Taxes imposed on or measured by its net income (however denominated), net worth, net profits, capital and franchise taxes imposed on it in lieu of net income taxes and branch profits taxes, in each

 
 

- 11 - case, (A) by the jurisdiction under the laws of which such Lender or the Agent (as the case may be) is organized or has its principal office or applicable lending office or any political subdivision thereof or (B) that are Other Connection Taxes; (ii) any withholding Taxes imposed on interest payable to or for the account of such Lender or the Agent pursuant to law in effect on the date on which such Lender or the Agent became a Lender or the Agent hereunder (except to the extent such Taxes were not considered Excluded Taxes with respect to such Lender’s or the Agent’s immediate assignor); (iii) Taxes attributable to such Lender’s failure to comply with Sections 12.01(3), 12.01(4) or 12.01(5); (iv) any Canadian withholding Tax imposed on a payment by or on account of any obligation of an Obligor hereunder as a result of: (A) the recipient and the Obligor being Non - Arm’s Length; (B) the recipient being a “specified non - resident shareholder” of the Obligor or being Non - Arm’s Length with a “specified shareholder” of the Obligor (in each case, within the meaning of the Income Tax Act (Canada)), or (C) such payment being a payment of interest that is paid or payable in respect of a debt or other obligation to pay an amount to a person with whom the payer is Non - Arm’s Length, other than in each case where the Non - Arm’s Length, “specified shareholder” or “specified non - resident shareholder” relationship arises in connection with or as a result of a Lender or Agent having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under or received or enforced any rights under any Loan Document; and (v) any United States withholding Taxes imposed under FATCA. “ Existing Intercompany Debt ” means any Debt owing by an Obligor to any other Obligor, in each case in existence on the Closing Date. “ FATCA ” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Code, and any agreements (including any intergovernmental agreements or any laws, rules or practices implementing such intergovernmental agreements) implementing the foregoing (including, for greater certainty, Part XVIII of the Income Tax Act (Canada)). “ FCPA ” means the Foreign Corrupt Practices Act, 15 U.S.C. †† 78dd - 1, et seq. “ Financial Assistance ” means, without duplication and with respect to any Person (a) all loans granted by that Person and Contingent Obligations incurred by that Person for the purpose of or having the effect of providing financial assistance to another Person or Persons, including, without limitation, letters of guarantee, letters of credit, legally binding comfort letters or indemnities issued in connection therewith, endorsements of bills of exchange (other than for collection or deposit in the ordinary course of business), obligations to purchase assets regardless of the delivery or non - delivery thereof and obligations to make advances or otherwise provide financial assistance to any other entity, or (b) all acquisitions of any equity interests or investments made by that Person in another Person or Persons, and for greater certainty “ Financial Assistance ” will include any guarantee of any third party lease obligations. “ Fiscal Quarter ” means each three month period of the Borrower’s Fiscal Year ending on June 30, September 30, December 31 and March 31 of each calendar year.

 
 

- 12 - “ Fiscal Year ” means the 12 month fiscal period of the Borrower ending on the last day of ; (i) March or (ii) subject to the requirements of Secti on 8 . 04 ( 12 ) of this Agreement, December, in any calendar year . “ Fitch ” means Fitch Ratings, Inc . and its successors . “ Four Quarter Period ” means as at the last day of any particular Fiscal Quarter, the period of four consecutive Fiscal Quarters which includes such Fiscal Quarter (including the last day thereof) and the immediately preceding three Fiscal Quarters. “ Future Intercompany Debt ” means Debt incurred after the Closing Date by any Obligor and owing to any other Obligor; provided same is subject to the Restricted Subsidiary Subordination Agreement. “ GAAP ” means those accounting principles which are recognized as being generally accepted in Canada and which are in effect from time to time, as published in the Handbook of the Chartered Professional Accountants of Canada, or International Financial Reporting Standards, as the case may be; provided that all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under any Financial Accounting Standard to value any Debt or other liabilities of any Obligor or any Subsidiary of any Obligor at “fair value” as defined in any such Financial Accounting Standard. “ Governmental Authority ” means the government of any nation, province, territory, municipality, state or other political subdivision of any nation, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing. “Gross Margin” means, for any Fiscal Quarter, the net cash receipts, including accruals recorded in accordance with GAAP, (calculated in Canadian dollars) generated by Eligible Customer Contracts by the Borrower and the Restricted Subsidiaries on a Modified Consolidated Basis in such Fiscal Quarter less the cost of goods sold, recorded in accordance with GAAP, in such Fiscal Quarter, as determined as of the last day of such Fiscal Quarter in respect of the immediately preceding Four Quarter Period. “ Guarantee ” means an unconditional and irrevocable guarantee of all of the Obligations of the Borrower under this Agreement in form and substance satisfactory to the Lenders. “ Guarantors ” means each of the Restricted Subsidiaries and any other Person that provides a Guarantee in favour of the Agent and “ Guarantor ” means any one of them. “ Hazardous Substance ” means any substance, product, waste, pollutant, material, chemical, contaminant, dangerous goods, constituent or other material listed, regulated, or addressed under any Requirements of Environmental Law, including, without limitation, asbestos, petroleum, polychlorinated biphenyls and any “hazardous substance” as defined by CERCLA and any “hazardous waste” as defined by the Resource Conservation and Recovery Act of the United States.

 
 

- 13 - “ Hedges ” means, collectively, Interest Rate Hedges, Currency Hedges, Commodity Hedges and Equity Hedges. “ IFRS 16 ” means the International Financial Reporting Standard 16: Leases. “ Income Tax Expense ” means, with respect to the Borrower, for any period, the aggregate, without duplication, of all Taxes on the income of such Person for such period, whether current or deferred, determined on a Modified Consolidated Basis. “ Information ” has the meaning set forth in Sectio n 14.01(1). “ Insolvency Legislation ” means legislation in any applicable jurisdiction relating to reorganization, arrangement, compromise or re - adjustment of debt, dissolution or winding - up, or any similar legislation, and specifically includes for greater certainty the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding - Up and Restructuring Act (Canada) and the Bankruptcy Code (United States). “ Intellectual Property ” means the intellectual property in patents, patent applications, trade - marks, trade - mark applications, trade names, service marks, copyrights, copyright registrations and trade secrets including, without limitation, customer lists and information and business opportunities, industrial designs, technology and other similar intellectual property rights. “ Intercreditor Agreement ” means the sixth amended and restated intercreditor agreement dated as of September 1, 2015 between the Senior Collateral Agent, the Senior Administrative Agent on behalf of the Senior Lenders and the Lender Hedge Providers (as defined in the Senior Credit Agreement), Shell Energy, the Other Commodity Suppliers (as defined therein), Just Energy Ontario L.P., Just Energy (U.S.) Corp., the Restricted Subsidiaries and such other persons as from time to time become party thereto, as amended by the first amending agreement and adhesion agreement dated May 17, 2018. “ Interest Payment Date ” means (i) the last Business Day of March and the last Business Day of September in each Fiscal Year and (ii) the Maturity Date, provided that in the case of (i), any cash payment of interest payable hereunder may be made within two Business Days of such Interest Payment Date until the repayment in full of the Senior Credit Agreement (or the replacement or refinancing thereof). “ Interest Rate ” means a fixed interest rate of <Redacted>% per annum, which shall be increased by (i) <Redacted>% for any accruing and payable PIK Interest on the relevant Interest Payment Date and (ii) 2% upon the occurrence and during the continuance of any Event of Default. “Interest Rate Hedge” means any agreement, whether in the form of a futures or forward contract, swap or otherwise for the hedging of interest on Debt. “ JEC ” means Just Energy Corp., an Ontario corporation, formerly known as Ontario Energy Savings Corp.

 
 

- 14 - “ JEC Assignment Agreement ” means the Assignment, Assumption, Consent and Release Agreement dated as of August 1, 2005 between JEC, Just Energy Ontario L.P. and Shell Energy. “ Judgment Conversion Date ” has the meaning set forth in Sec tion 14.05(1)(b). “ Judgment Currency ” has the meaning set forth in Section 14.05(1). “JustGreen Products” means environmental derivative products, including carbon offsets, carbon credits, renewable energy certificates or attributes and the equivalents thereof. “ LDC Agreements ” means Collection Service Agreements and Transportation Agreements and the Electricity Service Agreements listed on Schedule E hereto as such agreements are in effect on the Original Closing Date and as from time to time supplemented, amended restated or replaced from time to time and any such agreement entered into with LDCs after the Original Closing Date, whether or not scheduled. “LDCs” means (i) local distribution companies to whom volumes of natural gas are delivered by an Obligor and with whom such Obligor has Transportation Agreements and Collection Service Agreements and (ii) local electricity distribution companies, which deliver electricity to Customers for and on behalf of an Obligor and with whom such Obligor has an Electricity Service Agreement. “ Lease Obligations ” means, as to any Person, the obligations of such Person to pay rent or other amounts under a lease of (or other agreement conveying the right to use) any Right of Use Asset which obligations are required to be recorded on a balance sheet of such Person in accordance with IFRS 16. For the purposes of this Agreement, including all calculations of any Lease Obligations to be made hereunder, any lease which would be accounted for as an operating lease under the International Financial Reporting Standards as in effect on December 31, 2018 shall be, notwithstanding any subsequent change in the International Financial Reporting Standards, deemed to be accounted for as an operating lease under such prior IFRS rules (regardless of whether such lease is entered into or assumed before or after December 31, 2018) and the obligations thereunder shall not be Lease Obligations for the purpose of this Agreement. “ Lender - Related Distress Event ” means, with respect to any Lender or any Person that directly or indirectly controls such Lender (each, a “ Distressed Person ”), (a) a voluntary or involuntary case with respect to such Distressed Person under any Insolvency Legislation or (b) a custodian, conservator, receiver or similar official is appointed for such Distressed Person or any substantial part of such Distressed Person’s assets, or (c) such Distressed Person is subject to a forced liquidation, merger, sale or other change of control supported in whole or in part by guaranties or other support (including, without limitation, the nationalization or assumption of ownership or operating control by the government of Canada, the United States or other Governmental Authority), or (d) such Distressed Person makes a general assignment for the benefit of its creditors or is otherwise adjudicated as, or determined by any Governmental Authority having regulatory authority over such Distressed Person or its assets to be, insolvent, bankrupt, or deficient in meeting any capital adequacy or liquidity standard of any such Governmental Authority, or (e) such Distressed Person becomes the subject of a Bail - In Action.

 
 

- 15 - “ Lenders ” means Sagard, in its capacity as Lender, and the Persons from time to time designated in Schedule A annexed hereto as a Lender and “ Lender ” means any one of the Lenders and includes each of their successors and permitted assigns. “ Lenders’ Counsel ” means the firm of Torys LLP or such other firm of legal counsel as the Agent may from time to time designate and any and all local agent counsel retained by Torys LLP for and on behalf of the Agent. “ Leverage Ratio Test ” means the Average Net Senior Debt Utilization to EBITDA Ratio at the end of the Fiscal Quarter immediately preceding the Fiscal Quarter in which the applicable Interest Payment Date or Payment Date is due, is less than 1.00:1.00 “ Liquidity Test ” means, on the applicable Interest Payment Date or Payment Date, the consolidated balance of cash and Cash Equivalents of the Obligors (determined on a Modified Consolidated Basis) plus the undrawn amount of the credit facilities available under the Senior Credit Agreement would on a pro forma basis be equal to or greater than Cdn. <Redacted>, as set out in a certificate of an officer of the Borrower delivered to the Agent on such date. “ Loan Documents ” means (a) this Agreement, the Guarantees and any Notes issued hereunder, (b) the Payment Letter and arrangements letter referred to in Sec tion 4.03 and (c) all present and future agreements delivered by any Obligor to the Agent or the Lenders pursuant to, or in respect of the agreements referred to in clauses (a), (b), (c) and (d) inclusive of this definition, in each case as the same may be supplemented, amended or restated from time to time, and “ Loan Document ” will mean any one of the Loan Documents. “ Loan Facility ” has the meaning set forth in Sect ion 2.01(1) . “ Majority Lenders ” means Sagard and the Specified Lender, as Lenders, plus such other Lenders as may be required to hold at least <Redacted> of the outstanding Advances under the Loan Facility. “ Material Adverse Effect ” means (a) a material adverse effect on the business, operations, properties, assets, or condition (financial or otherwise) of all Obligors on a consolidated basis; (b) an adverse effect on the legality, validity or enforceability of any of the Loan Documents which could reasonably be considered material having regard to the Loan Documents considered as a whole; (c) a material adverse effect on the right, entitlement or ability of the Obligors as a whole, to pay or perform any of its debts, liabilities or obligations under any of the Loan Documents; or (d) a material adverse effect on the right, entitlement or ability of the Agent or the Lenders to enforce their rights or remedies under any of the Loan Documents, for greater certainty: (i) the restatement of the Borrower’s financial statements for fiscal 2019 and fiscal 2020 documented in Management’s Discussion and Analysis dated July 8, 2020; and (ii) the disclosure in Note 3(b) to the Borrower’s 2020 audited financial statements filed with SEDAR on July 8, 2020, shall not constitute a Material Adverse Effect. “ Material Contracts ” means, collectively, (i) all material LDC Agreements; (ii) all Supplier Contracts, excluding (A) those Supplier Contracts that are immaterial (provided that the supply under Supplier Contracts excluded in this subparagraph (A) does not exceed, in the aggregate,

 
 

- 16 - 10% of the total supply under all Supplier Contracts) and (B) Supplier Contracts entered into by an Unrestricted Subsidiary; and (iii) any other agreement entered into by an Obligor which: (a) if not complied with or terminated, could reasonably be expected to have a Material Adverse Effect; or (b) is necessary for the business of an Obligor and not replaceable in the commercial marketplace on commercially reasonable terms. “ Material Licences ” means, collectively, each licence, permit or approval issued by any Governmental Authority, or any applicable stock exchange or securities commission, to any Obligor, the breach or default of which could reasonably be expected to result in a Material Adverse Effect. “ Maturity Date ” means March 31, 2024. “Modified Consolidated Basis” means the consolidated financial position or results of the Borrower and the Restricted Subsidiaries, as determined in accordance with GAAP. “ Non - Arm’s Length ” and similar phrases have the meaning attributed thereto for the purposes of the Income Tax Act (Canada); and “ Arm’s Length ” will have the opposite of such meaning. “ Non - Funding Lender ” means any Lender (i) that has failed to fund any payment or Advances required to be made by it hereunder or to purchase all participations required to be purchased by it hereunder and under the Loan Documents, or (ii) that has given verbal or written notice to the Borrower, the Agent or any Lender or has otherwise publicly announced that it believes that it will be unable to fund advances under credit arrangements to which it is a party, or (iii) with respect to which one or more Lender - Related Distress Events has occurred, or (iv) with respect to which the Agent has knowledge that such Lender has defaulted in fulfilling its obligations (whether as an agent, lender or letter of credit issuer) under one or more other syndicated credit facilities, or (v) with respect to which the Agent has concluded, acting reasonably, and has advised the Lenders in writing that it is of the view that, there is a reasonable chance that such Lender shall become a “Non - Funding Lender” pursuant to any of (i), (ii) or (iii) above and that such Lender has been deemed a “Non - Funding Lender”. “ Note ” has the meaning set forth in Section 4.06. “ Obligations ” means, with respect to any Obligor, all of its present and future indebtedness, liabilities and obligations of any and every kind, nature or description whatsoever (whether direct or indirect, joint or several or joint and several, absolute or contingent, matured or unmatured, in any currency and whether as principal debtor, guarantor, surety or otherwise, including without limitation any interest that accrues thereon after or would accrue thereon but for the commencement of any case, proceeding or other action, whether voluntary or involuntary, relating to the bankruptcy, insolvency or reorganization whether or not allowed or allowable as a claim in any such case, proceeding or other action) to each of the Agent, the Lenders and each of them under, in connection with, relating to or with respect to each of the Loan Documents, and any unpaid balance thereof.

 
 

- 17 - “ Obligors ” means, collectively, the Borrower and the Guarantors and each of their respective successors and assigns and “ Obligor ” means any one of them. “ Original Lenders ” means the Lenders party to the Original Credit Agreement on the Original Closing Date and each of their respective permitted successors and assignees. “ OFAC ” means The Office of Foreign Assets Control of the US Department of Treasury. “ Operating Budget ” means (i) the annual operating budget of the Borrower in, consisting of a statement of cash available for distribution and a cash flow forecast and (ii) forecasted calculations in respect of each Fiscal Quarter for the purposes of (A) the financial covenants in Sec tion 8.02 and (B) Section 8.05(4) (and which, for greater certainty, shall be substantially the form attached hereto as Schedule F and shall include in respect of all Unrestricted Subsidiaries of the Borrower only separate select information concerning the RCE’s and Gross Margin (as if such definition applied to Unrestricted Subsidiaries mutatis mutandis ) of such Unrestricted Subsidiaries calculated on an annual basis). “Original Closing Date ” means September 12, 2018. “ Organizational Documents ” means, with respect to any Person, such Person’s articles or other charter documents, by - laws, unanimous shareholder agreement, partnership agreement, joint venture agreement, operating agreement, limited liability company agreement or trust agreement, as applicable, and any and all other similar agreements, documents and instruments relative to such Person, setting forth the manner of election or duties of the directors, officers or managing members of such Person or the designation, amount or relative rights, limitations and preferences of any equity interests of such Person. “ Other Connection Taxes ” means, with respect to any recipient, Taxes imposed as a result of a former or present connection between such recipient and the jurisdiction imposing the Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Advance or Loan Document). “ Participant ” has the meaning set forth in Sectio n 13.03(1). “ Participant Register ” has the meaning set forth in Section 13.03(3). “ Patriot Act ” has the meaning set forth in Section 7.01(45). “ Payment Date” has the meaning set forth in the Payment Letter as amended by Section 4.03. “ Payment Letter ” means the amended and restated payment letter between the Borrower and the Agent, on behalf of the Original Lenders, dated as of October 30, 2018, as amended, modified, restated or supplemented from time to time. “ PB Plan ” means the Performance Bonus Plan under which employees and sales representatives are awarded securities of the Borrower as bonuses, as amended or replaced from time to time.

 
 

- 18 - “ Pending Event of Default ” means an event which, but for the requirement for the giving of notice, lapse of time, or both, or but for the satisfaction of any other condition subsequent to such event, would constitute an “Event of Default”. “ Permitted Asset Dispositions ” means Dispositions by an Obligor of: (a) tangible personal property in the normal course of its Business for fair market value and on customary trade terms; (b) any Property pursuant to a Designated Disposition; (c) tangible personal property other than pursuant to clauses (a), (b) or (d) hereof where the value of all such Property Disposed in any Fiscal Year pursuant to this clause (c) does not exceed in the aggregate <Redacted>; (d) tangible or intangible personal property to any other Obligor; (e) Billed Accounts Receivable and Sold Unbilled Accounts Receivable under the Customer Contracts to LDCs in accordance with the LDC Agreements; (f) all of the shares or equity interests in, or all or substantially all of the Property of, EdgePower Inc. (collectively, the “ EdgePower Property ”) so long as the following conditions are satisfied: (i) no Pending Event of Default or Event of Default has occurred and is continuing at the time of such Disposition or will arise as a result of the implementation of any of the transactions contemplated by such Disposition; (ii) the Borrower and the Restricted Subsidiaries shall have received all necessary consents and approvals of any Governmental Authorities and other third parties (including the Priority Suppliers (as defined in the Senior Credit Agreement)) required for the Borrower and the Restricted Subsidiaries to consummate such Disposition and release of the Security over the shares, equity interests and Property of EdgePower Inc.; and (iii) such Disposition will be on Arm’s Length terms, or (g) intangible personal property, other than pursuant to clauses (d) and (e) hereof, in the normal course of its business for fair market value where the value of all such intangible property disposed in any Fiscal Year by all Obligors does not exceed <Redacted> in the aggregate. “Permitted Debt” means: (a) Debt under this Agreement; (b) (i) Debt under the Senior Credit Agreement in an aggregate principal amount not to exceed the Senior Lender Limitation Amount at any time, (ii) Debt under Hedges, provided that the Aggregate Swap Exposure shall not exceed <Redacted> at any time, and (iii) Debt under agreements evidencing treasury facilities and cash management products provided by any Senior Lender or an Affiliate of a Senior Lender and permitted under the Senior Credit Agreement;

 
 

- 19 - (c) Debt in respect of Purchase Money Security Interests and Lease Obligations in an outstanding amount not to exceed <Redacted> in the aggregate for all Obligors; (d) Existing Intercompany Debt; (e) Future Intercompany Debt; (f) Permitted Unrestricted Subsidiary Debt; (g) [Reserved]; (h) [Reserved]; ( i) guarantees of any Debt (other than in respect of the <Redacted> Subordinated Notes) otherwise permitted hereunder; ( j) Debt under (i) Canadian Dollar corporate credit cards of the Obligors provided that the amount of all such Debt at no time exceeds <Redacted> in the aggregate for all Obligors and (ii) US Dollar corporate credit cards of the Obligors provided that the amount of all such Debt at no time exceeds <Redacted> in the aggregate for all Obligors; (k) [Reserved] ( l) [Reserved] (m) EDC Indemnity; (n) the <Redacted> Subordinated Notes, provided that the trustee of the <Redacted> Subordinated Notes has issued a confirmation in favour of the Agent that the Obligations constitute “Senior Indebtedness” under the <Redacted> Subordinated Notes Indenture; and (o) Debt consented to in writing by the Majority Lenders from time to time. “Permitted Distributions” means: (a) Distributions from an Obligor (other than the Borrower) to another Obligor; (b) Distributions by way of issuance of common shares or preferred shares of the Borrower to the public (including, for greater certainty, by way of private placement); (c) [Reserved]; (d) [Reserved]; (e) non - cash Distributions of Share Based Compensation;

 
 

- 20 - distributions paid in cash under the Restricted Share Grant Plan, the PB Plan or under the Deferred Compensation Plan in an aggregate amount over the term of (f) this Agreement not exceeding <Redacted>; and (g) [Reserved]; (h) [Reserved]; ( i) [Reserved]; ( j) Distributions on the account of any Alberta Utilities Commission Debt, provided that each such Distribution shall be made solely with the proceeds of the payments received by the Obligors from their Customers in the Province of Alberta under the applicable Customer Contracts; (k) payments of principal, interest or fees in respect of the Senior Credit Agreement and related hedges and cash management services; and ( l) interest payments that are paid in kind (and not in cash) on the <Redacted> Subordinated Notes. “ Permitted Encumbrances ” means, with respect to any Person, the following: (a) Encumbrances for Taxes not yet due or for which instalments have been paid based on reasonable estimates pending final assessments, or if due, they are not yet delinquent or the validity of which is being contested diligently and in good faith by appropriate proceedings by that Person for which reasonable reserves under GAAP are maintained; (b) Encumbrances in respect of claims for unpaid wages, vacation pay, worker’s compensation, unemployment insurance premiums, pension plan contributions, employee or non - resident withholding tax source deductions, realty taxes (including utility charges and business taxes which are collectable like realty taxes), unremitted goods and services taxes, provincial sales taxes, customs duties or similar statutory obligations secured by an Encumbrance on any Obligor’s assets, but only if the obligations secured by such Encumbrances are paid before they become delinquent or they are being contested diligently and in good faith by appropriate proceedings by that Person for which reasonable reserves under GAAP are maintained; (c) undetermined or inchoate liens, rights of distress and charges incidental to current operations which relate to obligations not yet due, or if due, they are not yet delinquent or the validity of which is being contested diligently and in good faith by appropriate proceedings by that Person or they do not exceed <Redacted> in the aggregate; (d) the Encumbrance resulting from the deposit of cash or securities in connection with contracts, tenders or expropriation proceedings, or to secure workmen’s

 
 

- 21 - compensation, unemployment insurance, letters of credit, surety or appeal bonds, or costs of litigation when required by law in any case not to exceed <Redacted> or the Equivalent Amount in US$ in aggregate outstanding at any time, liens and claims incidental to current construction, mechanics’, warehousemen’s, landlords’, carriers’, surety bonds and other similar liens, and public, statutory and other like obligations incurred in the ordinary course of business; (e) the Encumbrance created by a judgment of a court of competent jurisdiction, so long as the same does not result in an Event of Default; (f) Encumbrances on real property which consist of (i) reservations, limitations, provisos and conditions expressed in the original grant from the Crown, (ii) any general qualifications to title imposed under the land registry system in which any real property is situate, (iii) any encroachments, variations in description or by - law infractions which might be revealed by an up - to - date survey of the real property, (iv) any agreement with a municipality with respect to the development of the buildings, fixtures and improvements on the real property, (v) restrictions or restrictive covenants disclosed by registered title, (vi) any easement or right - of - way disclosed by registered title and (vii) any easement for the supply of utilities to the real property; (g) liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of combination of accounts or similar rights in the ordinary course of conducting day - to - day banking business in relation to deposit accounts (including segregated deposit accounts for Customers if required by Applicable Law) or other funds maintained with a financial institution; (h) the Encumbrances created by the security granted to the Senior Collateral Agent pursuant to the Senior Credit Documents; ( i) Purchase Money Security Interests and Encumbrances securing Lease Obligations, provided that the aggregate outstanding amount of Debt secured thereby or arising thereunder does not exceed <Redacted> or the Equivalent Amount in US$ at any time; ( j) any Encumbrance granted by any Obligor to LDCs in respect of Billed Accounts Receivable under the Customer Contracts that have been sold to LDCs and for which LDCs are obligated to pay for following such sale in accordance with Collection Service Agreements as permitted by Section 8.04(1); (k) any Encumbrance granted by any Obligor to LDCs in respect of Sold Unbilled Accounts Receivable under the Customer Contracts that have been sold to LDCs and for which LDCs are obligated to pay for following such sale in accordance with Collection Service Agreements as permitted by Section 8.04(1); ( l) any Encumbrance granted by any Obligor to LDCs in respect of Unbilled Accounts Receivable in accordance with Collection Service Agreements,

 
 

- 22 - provided that the aggregate value of such Unbilled Accounts Receivable Encumbered at any time shall not exceed <Redacted>; (m) any Encumbrance granted by any Obligor to LDCs in respect of Cash Security Deposits in accordance with Collection Service Agreements, provided that the aggregate value of such Cash Security Deposits Encumbered at any time shall not exceed <Redacted>; (n) any Encumbrance granted by an Obligor to an LDC in respect of natural gas in storage with such LDC if required by such LDC or the tariff applicable to such LDC; provided that the aggregate volume of such natural gas in storage so Encumbered shall not at any time exceed 15% of the aggregate volume of all such natural gas in storage; (o) Encumbrances over Credit Card Payment Accounts to secure obligations of certain Obligors to certain deposit banks pursuant to merchant services agreements; (p) [Reserved] (q) Encumbrances over any and all cash, monies and interest bearing instruments delivered to, deposited with or held by an exchange for natural gas and any rights to payment or performance owing from an exchange for natural gas including, without limitation, accounts payable owed by the exchange to an Obligor to the extent that such proceeds are to be used as security for future transactions and all proceeds of any of the foregoing, provided that the aggregate value of such Encumbrances at any time shall not exceed <Redacted>; and (r) such other Encumbrances as agreed to in writing by the Majority Lenders in accordance with this Agreement. “ Permitted Unrestricted Subsidiary Debt ” means Debt owing by the Obligors to Unrestricted Subsidiaries in existence as of the Closing Date in an amount not to exceed <Redacted> in the aggregate at any time; provided that such Debt is subordinated and postponed to the Obligations pursuant to the terms of a Subordination Agreement. “ Person ” is to be broadly interpreted and will include an individual, a corporation, a limited liability company, an unlimited liability company, a partnership, a trust, an incorporated organization, a joint venture, financial institution, the government of a country or any political subdivision of a country, or an agency or department of any such government, any other Governmental Authority and the executors, administrators or other legal representatives of an individual in such capacity. “ PIK Interest ” and “ PIK Fees ” means any interest or Yield Enhancement Payment payable hereunder or under the Payment Letter, as applicable, that is required to be capitalized pursuant to Sections 4.01 or 4.03 of this Agreement.

 
 

- 23 - “ Proceedings ” means the proceedings commenced by the Borrower on July 8 , 2020 under section 192 of the Canada Business Corporations Act before the Ontario Superior Court of Justice (Commercial List) in Toronto, Ontario . “ Property ” means, with respect to any Person, all or any portion of its undertaking, property and assets, both real and personal, including, for greater certainty, (i) any share in the capital of a corporation or ownership interest in any other Person and (ii) its interest under all Supplier Contracts, LDC Agreements and related permits. “ Proportionate Share ” means in respect of each Lender from time to time and with respect to the Advances, such Lender’s pro rata share in accordance with the aggregate unpaid amount of the Advances owed to such Lender . “ Purchase Money Security Interest ” means an Encumbrance created or assumed by an Obligor securing Debt incurred to finance the unpaid acquisition price (including any installation costs or costs of construction) of Property provided that (a) such Encumbrance is created substantially concurrently with the acquisition of such Property, (b) such Encumbrance does not at any time encumber any Property other than the Property and the proceeds thereof financed or refinanced (to the extent the principal amount is not increased) by such Debt, (c) the amount of Debt secured thereby is not increased subsequent to such acquisition, and (d) the principal amount of Debt secured by any such Encumbrance at no time exceeds 100% of the original purchase price of such Property at the time it was acquired, installed or constructed and for the purposes of this definition the term “acquisition” will include a lease in respect of a Right of Use Asset and the term “acquire” will have a corresponding meaning. “ RCE ” means a residential customer equivalent which is a unit of measurement to a customer using, as regards natural gas, 2 , 815 m 3 (or 106 GJ’s) of natural gas on an annual basis and, as regards electricity, 10 , 000 kWh of electricity on an annual basis, which represents respectively the approximate amount of gas and electricity used by a typical household . “ Recapitalization Plan ” means the plan of arrangement in respect of the Borrower pursuant to the Canada Business Corporations Act , which plan shall be consistent with the terms of the recapitalization set out in the Support Agreement, and in form and substance satisfactory to the Agent, acting reasonably. “ Receiving Lender ” has the meaning set forth in Sec tion 11.12 . “ Register ” has the meaning set forth in Section 13.02(3). “ Release ” means a “release”, as such term is defined in CERCLA. “Relevant Jurisdiction” means, from time to time, with respect to any Obligor, such Obligor’s jurisdiction of formation, chief executive office, registered office or chief place of business and, for greater certainty, at the Closing Date includes the jurisdictions set forth in Schedule 7 . 01 ( 19 ) . “ Repayment Notice ” means the notice substantially in the form annexed hereto as Schedule C .

 
 

- 24 - “ Requirements of Environmental Law ” means all requirements of the common law or of statutes, regulations, by - laws, ordinances, treaties, judgments and decrees, and (to the extent that they have the force of law) rules, policies, guidelines, orders, approvals, notices, permits, directives, and the like, of any federal, territorial, provincial, state, regional, municipal or local judicial, regulatory or administrative agency, board or governmental authority in Canada, the United States and any other jurisdiction in which any Obligor has operations or assets relating to environmental or occupational health and safety matters (as they relate to exposure to a Hazardous Substance) and the assets and undertaking of any Obligor and the intended uses thereof in connection with such matters, including but not limited to, all such requirements relating to : (a) the protection, preservation or remediation of the natural environment (the air, land, surface water or groundwater) ; (b) solid, gaseous or liquid waste generation, handling, treatment, storage, disposal or transportation ; (c) consumer, occupational or public safety and health (as they relate to exposure to a Hazardous Substance) ; and (d) Hazardous Substances or conditions (matters that are prohibited, controlled or otherwise regulated, such as contaminants, pollutants, toxic substances, dangerous goods, wastes, hazardous wastes, liquid industrial wastes, hazardous materials, petroleum and other materials such as urea formaldehyde and polyurethane foam insulation, asbestos or asbestos - containing materials, polychlorinated biphenyls (PCBs) or PCB contaminated fluids or equipment, lead based paint, explosives, radioactive substances, petroleum and associated products, above ground and underground storage tanks or surface impoundments) . “ Requirements of Law ” means, as to any Person, any Applicable Law, or determination of a Governmental Authority having the force of law, in each case applicable to or binding upon such Person or any of its business or Property or to which such Person or any of its business or Property is subject. “ Restricted Share Grant Plan ” means the 2010 restricted share grant plan pursuant to which restricted common shares of the Borrower are granted to senior officers and service providers to the Borrower and to senior officers of the Borrower’s Subsidiaries and Affiliates, as supplemented, amended or restated from time to time. “ Restricted Subsidiary ” means each direct or indirect Subsidiary of the Borrower that has provided a Guarantee and for greater certainty, includes (i) the Obligors, and (ii) any Subsidiary formed or acquired by any Obligor following the Closing Date. “ Restricted Subsidiary Subordination Agreement ” means the subordination and postponement of inter - corporate debt agreement dated as of the Original Closing Date between the Obligors and the Agent, whereby the Obligors subordinate and postpone certain Debt of the Obligors including (i) any Existing Intercompany Debt; and (ii) any Future Intercompany Debt, to the Obligations, as such agreement may be supplemented, amended or restated from time to time. “ Right of Use Asset ” means, with respect to any Person, any asset that is leased by such Person and constituting a right of use asset pursuant to IFRS 16. “ Sagard ” means Sagard Credit Partners, LP and its successors and assigns.

 
 

- 25 - “ Sanctioned Person ” means a person named on the list of Specially Designated Nationals maintained by OFAC or otherwise designated under Sanctions Laws. “ Sanctions Event ” has the meaning set forth in Sec tion 7.01(43). “ Sanctions Laws ” means any economic, trade or financial sanctions or trade embargoes imposed, administered or enforced from time to time under laws and executive orders of the Canadian government (including without limitation including under the Special Economic Measures Act (Canada), the United Nations Act (Canada), the Freezing Assets of Corrupt Foreign Officials Act (Canada), the Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law) and the Criminal Code (Canada) and, in each case, the regulations promulgated thereunder), the United States government, or any other relevant sanctions authority. “ Senior Administrative Agent ” means National Bank of Canada in its capacity as “Agent” under the Senior Credit Agreement. “ Senior Collateral Agent ” means National Bank of Canada in its capacity as “Collateral Agent” under the Senior Security Documents and the Intercreditor Agreement, or such Person from time to time appointed as collateral agent in accordance with the terms of the Intercreditor Agreement . “ Senior Credit Agreement ” means the ninth amended and restated credit agreement dated as of September [  ], 2020 between, among others, Just Energy Ontario L.P. and Just Energy (U.S.) Corp., as borrowers, National Bank of Canada as administrative agent and each person party thereto as a lender, as may be supplemented, modified, amended or restated from time to time. “ Senior Credit Documents ” has the meaning ascribed to the term “Credit Document” in the Senior Credit Agreement. “ Senior Debt ” means Total Debt minus (i) Debt incurred hereunder and (i) the <Redacted> Subordinated Notes, all as determined on a Modified Consolidated Basis in accordance with GAAP . “ Senior Debt to EBITDA Ratio ” means, for any Four Quarter Period, the ratio of Senior Debt as at the last day of the applicable Four Quarter Period to EBITDA in respect of such Four Quarter Period. “Senior Lender Limitation Amount” means <Redacted>, which amount shall be reduced by the amount of any permanent repayments of principal under the Senior Credit Agreement from time to time, but shall not be less than <Redacted> . “ Senior Lenders ” means each lender party to the Senior Credit Agreement as a lender from time to time . “ Senior Obligations ” means the “Obligations” as defined in the Senior Credit Agreement . “ Senior Security Documents ” means the documents evidencing the Encumbrances granted by the Obligors in favour of the Senior Collateral Agent from time to time .

 
 

- 26 - “ Senior Subordination Agreement ” means the amended and restated subordination agreement dated as of the Closing Date between the Senior Administrative Agent, the Agent, the Borrower and each of the Restricted Subsidiaries, as may be amended, restated, supplemented, modified or replaced from time to time. “ Share Based Compensation ” means compensation paid by the Borrower to the directors, officers, full - time employees and service providers of the Borrower and the Borrower’s Subsidiaries and Affiliates in the form of common shares pursuant to the Share Option Plan, the Restricted Share Grant Plan, the PB Plan or the Deferred Compensation Plan. “ Share Option Plan ” means the share option plan pursuant to which common shares of the Borrower are granted to directors, officers and full - time employees of and service providers to the Borrower and its Subsidiaries and Affiliates, as supplemented, amended or restated from time to time. “ Shell Energy ” means Shell Energy North America (Canada) Inc., formerly known as Coral Energy Canada Inc. “ Sold Unbilled Accounts Receivable ” means all present and future amounts that have not yet been billed to a Customer in respect of gas, electricity or JustGreen Products that has been delivered to such Customer pursuant to a Customer Contract and which have been assigned or sold to an LDC concurrently with the delivery of such gas, electricity or JustGreen Products and which are subject to a Collection Service Agreement. “ Specified Canadian Pension Plan ” means any Canadian Pension Plan which contains a “defined benefit provision”, as defined in subsection 147.1(1) of the Income Tax Act (Canada). “ Specified Lender ” mean the entity disclosed by the Borrower to the Agent on the confidential schedule delivered prior to the Closing Date, together with its affiliates (including funds and accounts for which it serves as investment manager or advisor). “ Subsidiary ” means, at any time, as to any Person, any other Person, if at such time the first mentioned Person owns, directly or indirectly, alone or together with one or more of its Affiliates, securities or other ownership interests in such other Person having ordinary voting power to elect a majority of the board of directors or persons performing similar functions for such other Person, and will include any other Person in like relationship to a Subsidiary of such first mentioned Person. “ Supplier Contracts ” means contracts between any Obligor and a supplier of natural gas, electricity or JustGreen Products, including, without limitation, the natural gas sales agreement dated as of October 15, 1998 between JEC and Shell Energy, as amended by amending agreements dated as of September 26, 2001 and January 15, 2004 between Just Energy Ontario L.P. and Shell Energy, and as assigned to Just Energy Ontario L.P. pursuant to the JEC Assignment Agreement, as supplemented, amended or restated from time to time in accordance with the terms of this Agreement. “ Supply Commitments ” means, at any time, the amount of natural gas, electricity or JustGreen Products anticipated to be deliverable by the Obligors to Customers under (i) committed existing

 
 

- 27 - Customer Contracts; (ii) supplied but not flowing renewals of expiring Customer Contracts; and (iii) supplied but not flowing new Customer Contracts. “Support Agreement ” has the meaning set forth in the recitals of this Agreement. “ Tax ” or “ Taxes ” means all taxes, charges, fees, levies, imposts and other assessments, including all income, sales, use, goods and services, harmonized sales, value added, capital, capital gains, alternative, net worth, capital, transfer, profits, withholding, payroll, employer health, excise, franchise, real property and personal property taxes, and any other taxes, customs duties, fees, assessments, royalties, duties, deductions, compulsory loans or similar charges in the nature of a tax, including Canada Pension Plan and provincial pension plan contributions, employment insurance payments and workers compensation premiums, together with any instalments, and any interest, fines and penalties, imposed by any Governmental Authority (including federal, state, provincial, municipal and foreign Governmental Authorities) in respect thereof, whether disputed or not. “ Total Debt ” means all Debt of the Borrower but, for the avoidance of doubt, excludes (i) Debt arising under Hedges, (ii) the principal amount outstanding of all Existing Intercompany Debt, Future Intercompany Debt and Permitted Unrestricted Subsidiary Debt, and (iii) Debt arising under the EDC Indemnity and (iv) the Alberta Utilities Commission Debt, all as determined on a Modified Consolidated Basis in accordance with GAAP. “ Total Interest Expense ” of the Borrower means, for any period and on a Modified Consolidated Basis, without duplication, the aggregate amount of interest and other financing charges accrued or actually paid by the Borrower, during such period with respect to Debt including interest, discount and financing fees, commissions, discounts, the interest or time value of money component of costs related to factoring or securitizing receivables or monetizing inventory and other fees and charges payable with respect to letters of credit, letters of guarantee and bankers’ acceptance financing, standby fees and the interest charges with respect to Lease Obligations, all as determined in accordance with GAAP. “ Transportation Agreements ” means, collectively, the transportation agreements entered into between the Obligors and LDCs (or entered into between JEC and LDCs and assigned to Just Energy Ontario L.P. pursuant to the JEC Assignment Agreement) providing for the delivery of gas provided by an Obligor to its Customers and related matters, as supplemented, amended or restated from time to time in accordance with the terms of this Agreement. “ UK Convertible Bonds ” has the meaning set forth in the recitals of this Agreement. “ UK Financial Institution ” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms. “ UK Resolution Authority ” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

 
 

- 28 - “ Unbilled Accounts Receivable ” means all present and future amounts in respect of gas or electricity or JustGreen Products that have been delivered to a Customer pursuant to a Customer Contract, and that have not yet been billed to such Customer or assigned or sold to an LDC pursuant to a Collection Service Agreement, and which, for greater certainty, remain an asset of an Obligor. “ United States Dollars ”, “ US Dollars ” and “ US$ ” means the lawful money of the United States of America. “ Unrestricted Subsidiaries ” means a direct or indirect Subsidiary of the Borrower that is not a Restricted Subsidiary. “ US Pension Plan ” means a “pension plan”, as such term is defined in Section 3(2) of ERISA, which is subject to Title IV of ERISA (other than a multiemployer plan as defined in Section 4001(a)(3) of ERISA), and to which an Obligor, or any corporation, trade or business that is, along with any other Person, a member of a Controlled Group, may reasonably be expected to have liability, including any liability by reason of having been a substantial employer within the meaning of Section 4063 of ERISA at any time during the preceding five years, or by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA. “ US Welfare Plan ” means a “welfare plan”, as such term is defined in Section 3(1) of ERISA. “ Withholding Agent ” means any Obligor and the Agent. “ Write - Down and Conversion Powers ” means, (a) with respect to any EEA Resolution Authority, the write - down and conversion powers of such EEA Resolution Authority from time to time under the Bail - In Legislation for the applicable EEA Member Country, which write - down and conversion powers are described in the EU Bail - In Legislation Schedule, and (b) with respect to any UK Resolution Authority, any powers of such UK Resolution Authority from time to time under the Bail - In Legislation for the United Kingdom to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that Person or any other Person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail - In Legislation that are related to or ancillary to any of those powers. “ Yield Enhancement Payments ” means all yield enhancement payments and other payments due and payable to the Agent on behalf of the Original Lenders pursuant to the Payment Letter. 1.02 Headings The division of this Agreement into Articles and Sections and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation of this Agreement. The terms “this Agreement”, “hereof”, “hereunder” and similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof and include any agreement supplemental hereto. Unless something in the subject matter or

 
 

- 29 - context is inconsistent therewith, references herein to Articles and Sections are to Articles and Sections of this Agreement. 3. Number Words importing the singular number only will include the plural and vice versa , words importing the masculine gender will include the feminine and neuter genders and vice versa . 4. Accounting Principles Where the character or amount of any asset or liability or item of revenue or expense is required to be determined, or any consolidation or other accounting computation is required to be made for the purpose of this Agreement or any Loan Document, such determination or calculation will, to the extent applicable and except as otherwise specified herein or as otherwise agreed in writing by the parties, be made in accordance with GAAP. 5. Accounting Practices All calculations for the purposes of determining compliance with the financial ratios and financial covenants contained in this Agreement will be made on a basis consistent with GAAP in existence as at the date hereof applied on a Modified Consolidated Basis in accordance with GAAP. In the event of a change in such GAAP which in any material respect changes or results in a change in the method of calculation of, or has an adverse impact on, financial covenants, standards or terms applicable to an Obligor under any of the Loan Documents as determined by the Lenders, acting reasonably, the Borrower and the Agent (with the approval of the Majority Lenders) will negotiate in good faith to revise (if appropriate) such ratios and covenants to reflect GAAP as then in effect, in which case all calculations thereafter made for the purpose of determining compliance with the financial ratios and financial covenants contained in this Agreement will be made on a basis consistent with GAAP in existence as at the date of such revisions. 6. Currency Unless otherwise specified in this Agreement, all references to dollar amounts (without further description) will mean Canadian Dollars. 7. Paramountcy In the event of a conflict in or between the provisions of this Agreement and the provisions of any of the other Loan Documents then, notwithstanding anything contained in such other Loan Document, the provisions of this Agreement will prevail and the provisions of such other Loan Document will be deemed to be amended to the extent necessary to eliminate such conflict. In particular, if any act or omission of an Obligor is expressly permitted under this Agreement but is expressly prohibited under another Loan Document, such act or omission will be permitted. If any act or omission is expressly prohibited under a Loan Document (other than this Agreement), but this Agreement does not expressly permit such act or omission, or if any act is expressly required to be performed under such Loan Document but this Agreement does not

 
 

- 30 - expressly relieve the applicable Obligor from such performance, such circumstance will not constitute a conflict in or between the provisions of this Agreement and the provisions of such Loan Document. 8. Non - Business Days Unless otherwise expressly provided in this Agreement, whenever any payment is stated to be due on a day other than a Business Day, the payment will be made on the immediately following Business Day. In the case of interest or fees payable pursuant to the terms of this Agreement, the extension or contraction of time will be considered in determining the amount of interest and fees. Unless otherwise expressly provided in this Agreement, whenever any action to be taken is stated or scheduled to be required to be taken on, or (except with respect to the calculation of interest or fees) any period of time is stated or scheduled to commence or terminate on, a day other than a Business Day, the action will be taken or the period of time will commence or terminate, as the case may be, on the immediately following Business Day. 9. Statutory and Material Contract References Any reference in this Agreement to any act or statute or regulation (including any regulation of any Governmental Authority), or to any section of or any definition in any act, statute or regulation (including any regulation of any Governmental Authority), will be deemed to be a reference to such act, statute or regulation (including any regulation of any Governmental Authority) or section or definition as amended, supplemented, substituted, replaced or re - enacted from time to time. Any reference in this Agreement to an agreement, indenture, debenture or contract (including without limitation a Material Contract) will be deemed to be a reference to such document as supplemented, amended, restated, replaced or otherwise modified from time to time in accordance with the terms of this Agreement. Notwithstanding the above, references to the Senior Credit Agreement or any of the Senior Credit Documents shall not include any references to any refinancings or replacements thereof (unless such refinancing or replacement thereof is expressly permitted by Sec tion 8.04(26) ). 1.10 Interest Payments and Calculations (1) All interest payments to be made under this Agreement will be paid without allowance or deduction for deemed re - investment or otherwise, both before and after maturity and before and after default and/or judgment, if any, until payment of the amount on which such interest is accruing, and interest will accrue on overdue interest, if any. (2) Unless otherwise stated, wherever in this Agreement reference is made to a rate of interest or rate of fees “per annum” or a similar expression is used, such interest or fees will be calculated on the basis of a calendar year of 360 days and using the nominal rate method of calculation, and will not be calculated using the effective rate method of calculation or on any other basis that gives effect to the principle of deemed re - investment of interest. (3) For the purposes of the Interest Act (Canada) and disclosure under such act, whenever interest to be paid under this Agreement is to be calculated on the basis of a year of 360 days or any other period of time that is less than a calendar year, the yearly rate of interest to which the rate determined pursuant to such calculation is equivalent is the rate so determined

 
 

- 31 - multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360 or such other period of time, as the case may be. EACH OF THE OBLIGORS CONFIRMS THAT IT FULLY UNDERSTANDS AND IS ABLE TO CALCULATE THE RATE OF INTEREST APPLICABLE TO THE LOAN FACILITY BASED ON THE METHODOLOGY FOR CALCULATING PER ANNUM RATES PROVIDED FOR IN THIS AGREEMENT. The Agent agrees that if requested in writing by the Borrower it will calculate the nominal and effective per annum rate of interest on any Advance outstanding at the time of such request and provide such information to the Borrower promptly following such request; provided that any error in any such calculation, or any failure to provide such information on request, shall not relieve either Borrower or any other Obligor of any of its obligations under this Agreement or any other Loan Document, nor result in any liability to the Agent or any Lender. EACH OBLIGOR HEREBY IRREVOCABLY AGREES NOT TO PLEAD OR ASSERT, WHETHER BY WAY OF DEFENCE OR OTHERWISE, IN ANY PROCEEDING RELATING TO THE CREDIT DOCUMENTS, THAT THE INTEREST PAYABLE UNDER THE LOAN DOCUMENTS AND THE CALCULATION THEREOF HAS NOT BEEN ADEQUATELY DISCLOSED TO THE OBLIGORS, WHETHER PURSUANT TO SECTION 4 OF THE INTEREST ACT (CANADA) OR ANY OTHER APPLICABLE LAW OR LEGAL PRINCIPLE. (4) In calculating interest or fees payable under this Agreement for any period, unless otherwise specifically stated, the first day but not the last day of such period will be included . (5) Notwithstanding anything herein to the contrary, in no event will any interest rate or rates referred to herein (together with other fees payable hereunder which are construed by a court of competent jurisdiction to be interest or in the nature of interest) exceed the maximum interest rate permitted by Applicable Law. If such maximum interest rate would be exceeded by the terms hereof, the rates of interest payable hereunder will be reduced to the extent necessary so that such rates (together with other fees which are construed by a court of competent jurisdiction to be interest or in the nature of interest) equal the maximum interest rate permitted by Applicable Law, and any overpayment of interest received by the Agent or the Lenders theretofore will be applied, forthwith after determination of such overpayment, to pay all then outstanding interest, and thereafter to pay outstanding principal, as if the same were a prepayment of principal and treated accordingly hereunder. 1.11 Determination by the Borrower All provisions contained herein requiring the Borrower to make a determination or assessment of any event or circumstance or other matter to the best of its knowledge shall be deemed to require the Borrower to make all due inquiries and investigations as may be necessary or prudent in the circumstances before making any such determination or assessment.

 
 

- 32 - 1.12 Schedules The following are the Schedules annexed hereto and incorporated by reference and deemed to be part hereof: Schedule A Schedule B Schedule C Schedule D Schedule E Schedule F Schedule G Schedule H Schedule I Schedule J Schedule K Schedule 4.04 Schedule 4.06 Schedule 7.01(6) Schedule 7.01(16) Schedule 7.01(22) Schedule 7.01(28) Schedule 7.01(36) – Lenders and Advances – [Intentionally Deleted] – Repayment Notice – Assignment Agreement – List of LDC Agreements – Form of Operating Budget – List of Guarantors as of the Closing Date – Form of Subordination Agreement – Form of Compliance Certificate – [Intentionally Deleted] – [Intentionally Deleted] – [Intentionally Deleted] – Form of Note – Taxes – Corporate Structure – Material Contracts and Material Licences – Environmental Reports – Non Arm’s Length Transactions ARTICLE 2 THE LOAN FACILITY 2.01 Loan Facility (1) Subject to the terms and conditions of the Original Loan Agreement, the Lenders established in favour of the Borrower as of the Original Closing Date a non - revolving multi - draw term loan facility (the “ Loan Facility ”). As of the Closing Date, (i) no further Advances under the Loan Facility shall be made by the Lenders or requested by the Borrower and (ii) the aggregate principal amount of the Advances outstanding under the Loan Facility is $[  ]. As of the Closing Date, the outstanding principal amount of Advances owing to each Lender is as set out in Schedule A hereto. For clarity, such principal amount of Advances in Schedule A hereto includes the principal amount of the Advances in respect of the Additional Term Loans provided for in Sec tion 2.01(2) below. (2) [On the Closing Date, subject to the satisfaction of the terms and conditions in this Agreement, (i) each Additional Lender shall make a loan to the Borrower (an “ Additional Term Loan ”) in an amount equal to its Additional Term Commitment and (ii) each Additional Lender shall become a Lender hereunder with respect to the Additional Term Commitment and the Additional Term Loans made pursuant thereto. Notwithstanding the foregoing, Additional Term Loans may have identical terms to any of the loans as provided for in Sec tion 2.01(1) above.]

 
 

- 33 - ARTICLE 3 CONDITIONS PRECEDENT 1. Conditions Precedent to Effectiveness of this Agreement The obligations of the Lenders under this Agreement are subject to and conditional upon the following conditions precedent being fulfilled to the satisfaction of the Agent and the Lenders: (1) this Agreement will have been executed and delivered by all parties thereto; (2) a confirmation of guarantee in form and substance satisfactory to the Agent will have been executed and delivered by the Guarantors; (3) the Agent will have received, unless otherwise stated herein, in form and substance satisfactory to the Agent: ( i) evidence of a successful implementation of the Recapitalization Plan in form and substance satisfactory to the Lenders, including a copy of the final order of the Court approving the Recapitalization Plan pursuant to the Proceedings ; ( ii) evidence of a successful completion of an equity offering of common shares of the Borrower for aggregate proceeds of the lesser of (i) <Redacted> and (ii) <Redacted>; ( iii) a flow of funds including a sources and uses of funds statement of the Borrower to complete the Recapitalization Plan; ( iv) certified copies of (a) the Senior Credit Agreement and all other agreements, instruments and documents evidencing that the Senior Debt (as defined in the Original Loan Agreement) and the Debt under the UK Convertible Bonds (as defined in the Original Loan Agreement) have been fully refinanced on terms satisfactory to the Lenders, acting reasonably, (b) all agreements relating to the Alberta Utilities Commission Debt; and (c) the <Redacted> Subordinated Notes Indenture and all other agreements, instruments and documents evidencing the <Redacted> Subordinated Notes; and (v) all “Know Your Customer”, anti - money laundering, anti - terrorism or similar identification information required by the Agent shall have been provided by the Additional Lenders; (4) the Agent will have received certified copies of the Organizational Documents of each Obligor, the resolutions authorizing the execution, delivery and performance of each Obligor’s obligations under the Loan Documents and the transactions contemplated herein, and certificates as to the incumbency of the officers of each Obligor;

 
 

- 34 - (5) copies of all agreements which restrict or limit the powers of any Obligor or its directors or officers not otherwise delivered under Subsec tion 3.01(4) , certified by such Obligor to be true, will have been delivered to the Agent; (6) certificates of status or good standing, as applicable, of each Obligor will have been delivered to the Agent; (7) the Agent will have received certified copies of all approvals of any Governmental Authorities or other third parties (including in connection with the Senior Credit Agreement, which shall be in form and substance satisfactory to the Lenders) required for (a) the execution, delivery and performance of each Obligor’s obligations under the Loan Documents and the transactions contemplated therein as of the Closing Date (other than the approvals, clarifications or authorizations of the Governmental Authorities (including, without limitation, the Reserve Bank of India) required under the laws of India for the execution and delivery by JEBPO Services LLP of the Guarantee and the Loan Documents to which it is a party, and the performance by JEBPO Services LLP of its obligations thereunder), (b) the implementation of the Recapitalization Plan and (c) the issuance of the <Redacted> Subordinated Notes, each as of the Closing Date; (8) the Agent, the Senior Administrative Agent and the other parties thereto shall have executed and delivered the Senior Subordination Agreement, in form and substance satisfactory to the Lenders; (9) the Agent will have received a duly executed confirmation from the trustee of the <Redacted> Subordinated Notes in favour of the Agent that the Obligations constitute “Senior Indebtedness” under the <Redacted> Subordinated Notes Indenture, in form and substance satisfactory to the Lenders; (10) a currently dated certificate of the Borrower that the representations and warranties set forth in Sec tion 7.01 are true and correct (subject to any materiality thresholds contained therein) as at such time and a Compliance Certificate dated as of the Closing Date demonstrating, among other things, pro forma compliance with the financial covenants set out in Section 8.02 of this Agreement will each have been delivered to the Agent; (11) releases and discharges (or written authorizations to discharge from the applicable Encumbrance holder in form acceptable to the Agent) with respect to all Encumbrances which are not Permitted Encumbrances, if any, will have been delivered to the Agent; (12) no Event of Default or Pending Event of Default has occurred and is continuing on the Closing Date; (13) a currently dated letter of opinion of Borrower’s Counsel along with the opinions of local counsel as required for each Restricted Subsidiary, each in form and substance satisfactory to the Lenders and the Lenders’ Counsel will have been delivered to the Agent and the Lenders as addressees; (14) no Material Adverse Effect shall have occurred since March 31, 2020 ;

 
 

( 15) - 35 - the Agent and the Lenders will have received, or arrangements satisfactory to the Agent and the Lenders shall have been made to ensure that they will receive, all fees and expenses due under the Loan Documents or as otherwise agreed to with the Borrower pursuant to any fee letters or other agreements between such parties; (16) the Borrower will have paid, or arrangements satisfactory to the Agent and the Lenders shall have been made to ensure that the Borrower will pay, all reasonable out - of - pocket expenses (including all reasonable legal fees and consultant’s fees) incurred by or on behalf of the Agent in connection with this Agreement and the transactions and other documents contemplated by this Agreement; (17) all “know your customer”, anti - money laundering, anti - terrorism or similar identification information required by the Agent or any of the Lenders shall have been provided by the Borrower (and the Restricted Subsidiaries, if necessary); (18) no “Pending Event of Default” or “Event of Default” under the Senior Credit Agreement has occurred and is continuing (as defined therein); (19) the Agent will have received such additional evidence, documents or undertakings as the Lenders will reasonably request to establish the consummation of the transactions contemplated hereby and be satisfied, acting reasonably, as to the taking of all proceedings in connection herewith in compliance with the conditions set forth in this Agreement, provided that all documents delivered pursuant to this Sec tion 3.01 will be in full force and effect, and in form and substance satisfactory to the Agent and the Lenders, acting reasonably. 2. Waiver The conditions set forth in Sec tion 3.01 are inserted for the sole benefit of the Agent and Lenders and may be waived by the Agent and Lenders in accordance with the terms of Section 11.09, in whole or in part (with or without terms or conditions). 3. Amendment and Restatement On and as of the Closing Date, this Agreement shall amend and restate the Original Loan Agreement in its entirety and the Original Loan Agreement as so amended and restated is hereby ratified and confirmed by the parties hereto. This Agreement is not intended by the parties to, and shall not constitute, a payment, discharge, satisfaction or novation of any obligation of the Borrower to any of the Agent or Lenders, including the whole or any item or part of the Obligations (as defined in the Original Loan Agreement) remaining outstanding and owing to any of the Agent or Lenders until paid in full in accordance with the provisions of this Agreement. The Borrower hereby confirms to and agrees with the Agent that its Obligations (as defined in the Original Loan Agreement) shall continue in full force and effect in accordance with their respective terms (amended and restated, as applicable, by this Agreement). With effect from and as of the Closing Date, each Advance outstanding under the Loan Facility (as each such term is defined in the Original Loan Agreement) immediately before the Closing Date shall continue as a term loan outstanding under the Loan Facility, respectively, under this

 
 

- 36 - Agreement. At or before the Closing Date, the Agent will determine and notify the Borrower and the Lenders of the amounts of all interest, fees and other amounts accrued and payable under the Original Loan Agreement to the Agent and the Lenders (each as defined in the Original Loan Agreement) as at the Closing Date and specify the date each such amount should be paid. The Borrower shall pay such amounts to the Agent on the date so specific. ARTICLE 4 PAYMENTS OF INTEREST AND FEES 4.01 Interest on Advances (1) From and after the Closing Date until December 31, 2021 and any time thereafter when Section 4.01(2) and 4.01(3) do not apply, the Advances shall accrue interest in US Dollars at a rate per annum equal to the Interest Rate, which interest will be calculated on the principal amount of all Advances outstanding during such period (including for certainty all PIK Interest and PIK Fees added to the principal of the Advances) on the basis of a year of 360 days and such interest shall be capitalized in arrears on each Interest Payment Date and added to the principal amount of the Advances for the period from and including the preceding Interest Payment Date to and including the day preceding such Interest Payment Date until the date that all Obligations are repaid in full to the Lenders. (2) If a Compliance Certificate delivered to the Agent on or after December 31, 2021 confirms that Leverage Ratio Test has been met, and if the Liquidity Test is met on the applicable Interest Payment Date, then the Borrower shall be required to pay interest on the Advances in US Dollars at a rate per annum equal to the Interest Rate, calculated as set out above and payable in arrears on the next following Interest Payment Date for the period from and including Interest Payment Date immediately preceding the delivery of such Compliance Certificate to and including the day preceding the Interest Payment Date immediately following the delivery of such Compliance Certificate as follows: (a) With respect to the Interest Payment Date that is March 31, 2022, 50% of the interest accrued and owing on such date shall be paid in cash and 50% shall be capitalized and added to the principal amount of the Advances; (b) With respect to the Interest Payment Date that is September 30, 2022, 50% of the interest accrued and owing on such date shall be paid in cash and 50% shall be capitalized and added to the principal amount of the Advances; (c) With respect to the Interest Payment Date that is March 31, 2023, 100% of the interest accrued and owing on such date shall be paid in cash; and (d) With respect to the Interest Payment Date that is September 30, 2023 and thereafter on each Interest Payment Date, 100% of the interest accrued and owing on such date shall be paid in cash. (3) Upon the repayment in full of the Senior Credit Agreement (or the replacement or refinancing thereof), the Leverage Ratio Test shall be deemed to have been met and be continuing and the Liquidity Test shall be deemed to have been met and all interest payable

 
 

- 37 - under this Section 4.01 shall be paid in cash in arrears on each following Interest Payment Date for the period from and including the preceding Interest Payment Date to and including the day preceding the Interest Payment Date until the date that all Obligations are repaid in full to the Lenders and will be calculated on the principal amount of all Advances outstanding during such period (including for certainty all PIK Interest and PIK Fees added to the principal of the Advances) on the basis of a year of 360 days. 2. No Set - Off, Deduction etc. All payments (whether interest or otherwise) to be made by the Borrower or any other party to each Lender pursuant to this Agreement are to be made in freely transferable, immediately available funds and without set - off or deduction of any kind whatsoever (whether for deemed re - investment or otherwise) except to the extent required by Applicable Law, and if any such set - off or deduction is so required and is made, the Borrower or other party will, as a separate and independent obligation to each Lender, be obligated to immediately pay to each Lender all such additional amounts as may be required to fully indemnify and save harmless such Lender from such set - off or deduction and will result in the effective receipt by such Lender of all the amounts otherwise payable to it in accordance with the terms of this Agreement. For greater certainty, the Borrower will not be required to make any payment under this Sec tion 4.02 in duplication of any payment required to be made under Section 12.01 or to the extent expressly excluded in Section 12.01 . 3. Fees (1) The Borrower will pay to the Agent for the account of the Original Lenders, as applicable, the Yield Enhancement Payments in the amounts, and on the terms and conditions, set out in the Payment Letter, as amended by this Sec tion 4.03, or as otherwise agreed to in writing from time to time by the Original Lenders and the Borrower. (2) Notwithstanding any other provisions of the Payment Letter or any other Loan Document, from and after the Closing Date until December 31, 2021 and any time thereafter when Section 4.03(3) and 4.03(4) do not apply, all Yield Enhancement Payments shall be capitalized in arrears on each Payment Date for the period from and including the preceding Payment Date to and including the day preceding such Payment Date and paid by adding such Yield Enhancement Payments to the outstanding principal amount of the Advances owing to the Original Lenders on a rateable basis in accordance with the terms of the Payment Letter. (3) If a Compliance Certificate delivered to the Agent on or after December 31, 2021 confirms that a Leverage Ratio Test has been met, and the Liquidity Test is met on the applicable Payment Date, the Borrower shall be required to pay the Yield Enhancement Payments to the Agent for the account of the Original Lenders only, on the next following Payment Date for the period from and including the Payment Date immediately preceding the delivery of such Compliance Certificate to and including the day preceding the Payment Date immediately following the delivery of such Compliance Certificate as follows: (a) With respect to the Payment Date that is September 30, 2022, 50% of the Yield Enhancement Payments owing on such date shall be paid in cash and 50% shall

 
 

- 38 - be capitalized and added to the outstanding principal amount of the Advances; and (b) With respect to the Payment Date that is September 30, 2023 and thereafter on each following Payment Date, 100% of the Yield Enhancement Payments owing on such date shall be paid in cash. (4) Upon the repayment in full of the Senior Credit Agreement (or the replacement or refinancing thereof), the Leverage Ratio Test shall be deemed to have been met and be continuing and the Liquidity Test shall be deemed to have been met and all Yield Enhancement Payments payable under the Payment Letter shall thereafter be paid in cash in accordance with the terms of the Payment Letter. (5) For greater certainty, the Payment Letter and any other written arrangements between the Agent and the Borrower respecting fees will constitute Loan Documents, will survive the execution of this Agreement and will in all respects remain operative and binding on the Borrower. All references in the Payment Letter to the “Closing Date” shall be deemed to be a reference to the Original Closing Date. All references in the Payment Letter to the “Payment Date” shall be deemed to be a reference to September 30 of each calendar year while Yield Enhancement Payments remain payable thereunder, provided that any cash payment of a Yield Enhancement Payment may be made within two (2) Business Days of such Payment Date until such time as the Senior Credit Agreement is repaid in full (or the replacement or refinancing thereof). All references in the Payment Letter to “Lenders” or “Lender” shall be deemed to be a reference to the Original Lenders or an Original Lender, as the case may be. (6) The Borrower agrees that the Yield Enhancement Payments payable in accordance with Section 4.03(2) on September 30, 2020 shall be grossed up to include the additional days in such period that will have elapse due to the extension of the Payment Date from September 12, 2020 to September 30, 2020. 4. [Reserved] 5. Account of Record The Agent will open and maintain books of account evidencing all Advances and all other amounts owing by the Borrower to the Lenders hereunder. The Agent will enter in the foregoing accounts details of all amounts from time to time owing, paid or repaid by the Borrower hereunder. The information entered in the foregoing accounts will constitute prima facie evidence of the obligations of the Borrower to the Lenders hereunder with respect to all Advances and all other amounts owing by the Borrower to the Lenders hereunder. After a request by the Borrower, the Agent will promptly advise the Borrower of such entries made in the Agent’s books of account. 6. Notes The Borrower agrees that, upon request to the Agent by any Lender, in order to evidence such Lender’s pro rata portion of each Advance, the Borrower will execute and deliver to such lender a promissory note substantially in the form of Schedule 4.06 (each as amended,

 
 

- 39 - supplemented, replaced or otherwise modified from time to time, a “ Note ”) in each case with appropriate insertions therein as to payee, date and principal amount, payable to such Lender. Each Note shall be dated the date of the initial Advance and may be updated from time to time to reflect any PIK Interest applicable to such Advance. 7. Maximum Rate of Interest Notwithstanding anything herein or in any of the other Loan Documents to the contrary, in the event that any provision of this Agreement or any other Loan Documents would oblige the Borrower to make any payment of interest or other amount payable to the Agent or the Lenders in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by the Agent or the Lenders of interest at a criminal or prohibited rate (as such terms are construed under the Criminal Code (Canada) or any other Applicable Law), then notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with the same effect as if adjusted at the Closing Date to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by the Agent or the Lenders of interest at a criminal or prohibited rate, such adjustment to be effected to the extent necessary in each case, as follows: (a) by reducing any fees and other amounts which would constitute interest for the purposes of Section 347 of the Criminal Code (Canada) or any other Applicable Law ; and (b) by reducing the amount or rate of interest exigible under Article 4 of this Agreement ; and any amount or rate of interest referred to in this Section 4.06 shall be determined in accordance with generally accepted actuarial practices and principles over the maximum term of this Agreement (or over such shorter term as may be required by Section 347 of the Criminal Code (Canada) or any other Applicable Law) and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Agent shall be conclusive for the purposes of such determination, absent manifest error. ARTICLE 5 R EP AYM E NT 5.01 Mandatory Repayment of Principal at Maturity or on a Change of Control Subject to the terms hereof, the Borrower will repay all Obligations in connection with the Loan Facility, including, for certainty, all accrued interest, fees (including Yield Enhancement Payments), and other amounts then unpaid by it (including, in each case below, the Prepayment Fee) in full on the earliest to occur of (a) a Change of Control, (b) the Maturity Date or (c) the date of the acceleration of the Obligations pursuant to Sec tion 9.02 of this Agreement; and the Loan Facility will be automatically terminated on the Maturity Date.

 
 

- 40 - 5.02 Voluntary Repayments (1) Subject to the terms hereof, the Borrower may prepay the Advances at any time in a minimum amount of <Redacted>, subject to the concurrent payment to the Lenders of a prepayment fee of 5.00% of such prepayment amount (the “ Prepayment Fee ”), together with all accrued and unpaid interest thereon, provided that the Agent receives a Repayment Notice at least thirty (30) days prior to such prepayment and if such prepayment would result in the aggregate principal amount of the Advances outstanding being less than <Redacted>, such prepayment shall be required to be increased to the amount that is the then outstanding Advances. Any amounts prepaid or repaid shall not be reborrowed. All amounts prepaid or repaid shall be applied (a) firstly, in reduction of accrued and unpaid interest and all other amounts then outstanding (other than the principal amount of the Obligations), and (b) thereafter, in reduction of the principal amount of the Obligations being prepaid or repaid. ARTICLE 6 PLACE AND APPLICATION OF PAYMENTS 6.01 Place of Payment of Principal, Interest and Fees All payments by the Borrower under any Loan Document, unless otherwise expressly provided in such Loan Document, will be made to the Agent in US Dollars at the Agent’s Payment Location, or at such other location as may be agreed upon by the Agent and the Borrower , for the account of the Lenders entitled to such payment, not later than 10 : 00 (Toronto time) for value on the date when due, and will be made in immediately available funds without set - off or counterclaim . ARTICLE 7 REPRESENTATIONS AND WARRANTIES 1. Representations and Warranties The Borrower represents and warrants to the Agent and to each of the Lenders and acknowledges and confirms that the Agent and each of the Lenders is relying upon such representations and warranties: (1) Existence and Qualification. Each Obligor (i) has been duly incorporated, formed, amalgamated, merged or continued, as the case may be, and is validly subsisting as a corporation, company, limited liability company, partnership or trust, under the laws of its jurisdiction of formation, amalgamation, merger or continuance, as the case may; and (ii) is duly qualified, in good standing and has all required Material Licences to carry on its business in each jurisdiction in which the nature of its business requires qualification to the extent necessary to carry on its business. (2) Power and Authority. Each Obligor has the corporate, trust, company, limited liability company or partnership power and authority, as the case may be, (i) to enter into, and to exercise its rights and perform its obligations under, the Loan Documents to which it is a party

 
 

- 41 - and all other instruments and agreements delivered by it pursuant to any of the Loan Documents, and (ii) to own its Property and carry on its business as currently conducted and as currently proposed to be conducted by it. (3) Execution, Delivery, Performance and Enforceability of Documents. The execution, delivery and performance of each of the Loan Documents to which each Obligor is a party, and every other instrument or agreement delivered by an Obligor pursuant to any Loan Document has been duly authorized by all corporate, trust, company or partnership actions required, and each of such documents has been duly executed and delivered. Each Loan Document to which any Obligor is a party constitutes the legal, valid and binding obligations of such Obligor, enforceable against such Obligor in accordance with its terms (except, in any case, as such enforceability may be limited by applied bankruptcy, insolvency, reorganization or other laws of general application limiting creditors’ rights generally and by principles of equity). (4) Loan Documents Comply with Applicable Laws, Organizational Documents and Contractual Obligations. The execution or delivery of, the consummation of the transactions contemplated in, or compliance with the terms, conditions and provisions of any of, the Loan Documents by any Obligor, does not conflict with or will not conflict with, or does not result or will not result in any breach of, or will not constitute a default under or contravention of, (a) any Obligors’ Organizational Document, (b) any Material Contract or Material Licence, or (c) any Requirement of Law other than immaterial breaches. (5) Consent Respecting Loan Documents. Each Obligor has, obtained, made or taken all consents, approvals, authorizations, declarations, registrations, filings, notices and other actions whatsoever required with Governmental Authorities, third parties or otherwise to enable it to execute and deliver each of the Loan Documents to which it is a party and to consummate the transactions contemplated in the Loan Documents, other than the approvals, clarifications or authorizations of the Governmental Authorities (including, without limitation, the Reserve Bank of India) required under the laws of India for the execution and delivery by JEBPO Services LLP of the Guarantee and the Loan Documents to which it is a party, and the performance by JEBPO Services LLP of its obligations thereunder. (6) Taxes. Except as set forth on Schedule 7.01(6), each Obligor has paid or made adequate provision for the payment of all Taxes levied on its Property or income which are due and payable, or has accrued such amounts in its financial statements for the payment of such Taxes, except for charges, fees or dues which are not material in amount, which are not delinquent or if delinquent are being contested, and in respect of which non - payment would not individually or in the aggregate have, or be reasonably likely to cause, a Material Adverse Effect, and there is at the date given no material action, suit, proceeding, investigation, audit or claim now pending, or to its knowledge, threatened by any Governmental Authority regarding any Taxes, nor has it or any other Obligor agreed to waive or extend any statute of limitations with respect to the payment or collection of Taxes. (7) Judgments, Etc. At the date given, no Obligor is subject to any judgment, order, writ, injunction, decree or award, or to any restriction, rule or regulation (other than customary or ordinary course restrictions, rules and regulations consistent or similar with those imposed on

 
 

- 42 - other Persons engaged in similar businesses) which has not been lifted or stayed or of which enforcement has not been suspended for a period of 15 days or more in an amount (individually or in the aggregate for all Obligors) in excess of the lesser of (a) <Redacted> and (b) <Redacted>% of EBITDA (calculated on a last twelve months basis). (8) Absence of Litigation. There are no actions, suits or proceedings pending or, to the best of its knowledge and belief, after due inquiry and all reasonable investigation, threatened against or involving any Obligor which would reasonably be expected to have a Material Adverse Effect, other than in respect of which the Agent has been provided notice of pursuant to Sec tion 8.01(11). (9) [Reserved] (10) [ Reserved ] (11) [Reserved] (12) Insurance. Each Obligor maintains insurance which is in full force and effect that complies with all material respects of the requirements of this Agreement. (13) [Reserved] (14) Compliance with Laws. No Obligor is in material violation of any material Applicable Law or material Applicable Order, subject to the provisions of Sec tion 7.01(28), in the case of Requirements of Environmental Law. (15) No Event of Default or Pending Event of Default. Neither any Event of Default nor any Pending Event of Default has occurred and is continuing. (16) Corporate Structure. The corporate structure of the Borrower and its Subsidiaries is as set out in Schedule 7.01(16) (as updated pursuant to Section 8.05 from time to time), which Schedule contains: (a) Complete Names. A complete and accurate list of the full and correct name of each Obligor referenced in this Sec tion 7.01(16) (including any French and English forms of name) and the jurisdiction of incorporation or formation of each such Obligor. (b) Designation : A designation of each Subsidiary of the Borrower as either a Restricted Subsidiary or an Unrestricted Subsidiary. ( 17) [Reserved] (18) Obligors. Each Obligor either carries on their Business in Canada, the United States, or India or carries on no business other than being a holding entity. (19) Relevant Jurisdictions. Schedule 7.01(19) (as amended from time to time) identifies, in respect of each Obligor, the Relevant Jurisdictions as at the date given including

 
 

- 43 - each Obligor’s jurisdiction of formation and organizational registration number (if any), its full address (including postal code or zip code), chief executive office, registered office and all places of business and, if the same is different, the address at which the books and records of such Obligor are located. (20) [Reserved] (21) [Reserved] (22) Material Contracts and Material Licences . (23) To the Borrower’s knowledge, no event has occurred and is continuing which would constitute a breach of or a default under any Material Contract or Material Licence which would reasonably be expected to have a Material Adverse Effect on the Obligors and each Material Contract is binding upon the Obligor party thereto. (24) Financial Year End. Its financial year end is March 31, or following written notice delivered in accordance with Section 8.04(12), December 31. (25) Financial Information. All of the financial statements which have been furnished to the Agent and the Lenders, or any of them, in connection with this Agreement are complete in all material respects and such financial statements fairly present the results of operations and financial position of the of the Borrower and its Restricted Subsidiaries as of the dates referred to therein and have been prepared on a Modified Consolidated Basis, except that, in the case of quarterly financial statements, notes to the statements and audit adjustments required by GAAP are not included. All other financial information (including, without limitation the Operating Budget and the Borrower’s projected summary of anticipated Available Supply and Supply Commitments) provided to the Agent and the Lenders as of the date prepared (a) were based on reasonable assumptions and expectations and represent reasonable good faith estimates and (b) were believed to be achievable. (26) Liabilities. No Obligor has any liabilities, whether accrued, absolute, contingent or otherwise, of any kind or nature whatsoever, except (i) as disclosed in the financial statements most recently delivered under Section 8.03 ; (ii) as incurred after the date of such financial statements and are permitted to be incurred hereunder; (iii) as incurred in the ordinary course of business of an Obligor; provided that, in respect this clause (iii), such liabilities: (x) are not material to the Business, (y) are not required in accordance with GAAP to be disclosed in such Obligor’s financial statements referred to in clause (i) above and (z) are not incurred in violation of this Agreement, and (iv) for liabilities consented to by the Agent on behalf of the Majority Lenders. (27) No Material Adverse Effect. Since the date of the Borrower’s most recent financial statements provided to the Agent, there has been no condition (financial or otherwise), event or change in its business, liabilities, operations, results of operations, assets or prospects which would reasonably be expected to have a Material Adverse Effect nor, to the Borrower’s knowledge, has there been any condition, event or change to the credit rating of Shell Energy or any material LDC which would reasonably be expected to have a Material Adverse Effect.

 
 

- 44 - (28) Environmental. (a) No Obligor is subject to any civil or criminal proceeding relating to Requirements of Environmental Laws and is not aware of any investigation or threatened proceeding or investigation, (b) each Obligor has all material permits, licenses, registrations and other authorizations required by the Requirements of Environmental Laws for the operation of its business and the properties which it owns, leases or otherwise occupies, (c) each Obligor currently operates its business and its properties (whether owned, leased or otherwise occupied) in compliance in all material respects with all applicable material Requirements of Environmental Laws, (d) no Hazardous Substances are stored or disposed of by any Obligor or otherwise used by an Obligor in violation of any applicable Requirements of Environmental Laws (including, without limitation, there has been no Release of Hazardous Substances by any Obligor at, on or under any property now or previously owned or leased by the Borrower or any of their Subsidiaries), (e) except as disclosed in the environmental reports identified on Schedule 7.01(28) , to the knowledge of the Borrower (i) all underground storage tanks now or previously located on any real property owned or leased by it have been operated, maintained and decommissioned or closed, as applicable, in compliance with applicable Requirements of Environmental Law; and (ii) no real property or groundwater in, on or under any property now or previously owned or leased by any Obligor is or has been during such Obligor’s ownership or occupation of such property contaminated by any Hazardous Substance except for any contamination that would not reasonably be expected to give rise to material liability under Requirements of Environmental Laws nor, to the best of its knowledge, is any such property named in any list of hazardous waste or contaminated sites maintained under the Requirements of Environmental Law. (29) CERCLA. No portion of any Obligor’s Property has been listed, designated or identified in the National Priorities List or the CERCLA Information System both as published by the United States Environmental Protection Agency, or any similar list of sites published by any federal, state or local authority proposed for requiring clean up or remedial or corrective action under any Requirements of Environmental Laws. (30) Canadian Welfare and Pension Plans. The Borrower has adopted all Canadian Welfare Plans and all Canadian Pension Plans in accordance with Applicable Laws and each such plan has been maintained and is in compliance in all material respects with its terms and such laws including, without limitation, all requirements relating to employee participation, funding, investment of funds, benefits and transactions with the Obligors and persons related to them. As of the Closing Date and at no time preceding the Closing Date has any Obligor maintained, sponsored, administered, contributed to, or participated in a Specified Canadian Pension Plan. With respect to Canadian Pension Plans: (a) no steps have been taken to terminate any Canadian Pension Plan (wholly or in part) which could result in any Obligor being required to make an additional contribution in excess of <Redacted> to the Canadian Pension Plan; (b) no contribution failure in excess of <Redacted> has occurred with respect to any Canadian Pension Plan sufficient to give rise to a lien or charge under any applicable pension benefits laws of any other jurisdiction; and (c) no condition exists and no event or transaction has occurred with respect to any Canadian Pension Plan which is reasonably likely to result in any Obligor incurring any liability, fine or penalty in excess of <Redacted>. No Obligor has a contingent liability in excess of <Redacted> with respect to any post - retirement benefit under a Canadian Welfare Plan. With respect of each Canadian Pension Plan: (a) all contributions (including employee contributions made by authorized payroll deductions or other withholdings) required

 
 

- 45 - to be made to the appropriate funding agency in material compliance with all Applicable Laws and the terms of each Canadian Pension Plan have been made in accordance with all Applicable Laws and the terms of each Canadian Pension Plan; and (b) no event has occurred and no conditions exist with respect to any Canadian Pension Plan that has resulted or could reasonably be expected to result in any Canadian Pension Plan being the subject of a requirement to be wound up (wholly or in part) by any applicable regulatory authority, having its registration revoked or refused by any applicable regulatory authority or being required to pay any taxes or penalties under any applicable pension benefits or tax laws. (31) ERISA Plans. (a) Each ERISA Plan of any Obligor carrying on business in the United States has been maintained and is in compliance in all material respects with Applicable Laws including, without limitation, all requirements relating to employee participation, investment of funds, benefits and transactions with the Obligors and persons related to them, (b) with respect to such ERISA Plans: (i) no condition exists and no event or transaction has occurred with respect to any such ERISA Plan that is reasonably likely to result in any Obligor, to the best of its knowledge, incurring any liability, fine or penalty in excess of the US$ Equivalent Amount of Cdn<Redacted>; and (ii) no Obligor carrying on business in the United States has a contingent liability with respect to any post - retirement benefit under a US Welfare Plan in excess of the US$ Equivalent Amount of Cdn<Redacted>, (c) all contributions (including employee contributions made by authorized payroll deductions or other withholdings) required to be made have been made in accordance with all Applicable Laws and the terms of each ERISA Plan, (d) each of the ERISA Plans that is intended to be “qualified” within the meaning of Section 401(a) of the Code (i) has received a favourable determination letter from the IRS, (ii) is or will be the subject of an application for a favourable determination letter, and no circumstances exist that has resulted or could reasonably be expected to result in the revocation or denial of any such determination letter, or (iii) is entitled to rely on an appropriately updated prototype plan document that has received a national office determination letter and has not applied for a favourable determination letter of its own and (e) no Obligor carrying on business in the United States has any US Pension Plans and no multiemployer plans as defined in Section 4001(a)(3) of ERISA are maintained by any Obligor or to their knowledge have been maintained by any member of any Obligor’s Controlled Group. (32) Not an Investment Company. No Obligor is an “investment company” or a company “controlled” by an “investment company” within the meaning of the United States Investment Company Act of 1940 or a “holding company”, or a “subsidiary company” of a “holding company”, or an “affiliate” of a holding company, or of a “subsidiary company” of a “holding company”, within the meaning of the United States Public Utility Holding Company Act of 2005. (33) No Margin Stock. No Obligor is engaged in the business of extending credit for the purpose of purchasing or carrying margin stock. None of the proceeds of any Advance will be used to purchase or carry, or to reduce or retire or refinance any credit incurred to purchase or carry, any margin stock (within the meaning of Regulations U and X of the Board of Governors of the Federal Reserve System of the United States) or to extend credit to others for the purpose of purchasing or carrying any margin stock.

 
 

- 46 - (34) Full Disclosure. All information provided or to be provided by or on behalf of any Obligor to the Agent and the Lenders in connection with the Loan Facility (including with respect to the creditworthiness of Shell Energy and the LDCs) was or will be at the time prepared, to its knowledge, true and correct in all material respects and none of the documentation furnished to the Agent and the Lenders by or on behalf of any Obligor, to its knowledge, omitted or will omit as of such time, a material fact necessary to make the statements contained therein not misleading in any material way, and all expressions of expectation, intention, belief and opinion contained therein were honestly made on reasonable grounds after due and careful inquiry by it at the time made (and, to its knowledge any other Person who furnished such material on behalf of them). (35) Insolvency. From and after the Closing Date, no Obligor, nor any of its predecessors where applicable, (i) has committed any act of bankruptcy; (ii) is insolvent, or has proposed, or given notice of its intention to propose, a compromise or arrangement pursuant to any bankruptcy or insolvency law to its creditors generally; (iii) has any petition for a receiving order in bankruptcy filed against it (unless it has been discharged or dismissed or it is being contested actively and diligently in good faith by appropriate and timely proceedings and is dismissed, vacated or permanently stayed within 15 days of knowledge by such Obligor of its institution), made a voluntary assignment in bankruptcy, taken any proceeding with respect to any compromise or arrangement pursuant to any bankruptcy or insolvency law, taken any proceeding to have itself declared bankrupt or wound - up, taken any proceeding to have a receiver appointed of any part of its assets, or has had any Encumbrancer take possession of any material part of its Property; or (iv) has had an execution or distress claiming payment in excess of <Redacted> become enforceable or become levied on any of its Property which has not been satisfied. (36) Non - Arm’s Length Transactions. All agreements, arrangements or transactions between any Obligor, on the one hand, and any Associate of, Affiliate of or other Person not dealing at Arm’s Length with such Obligor, on the other hand (other than another Obligor), in existence at the date hereof are set forth on Schedule 7.01(36) or are otherwise permitted pursuant to Section 8.04(20). (37) Solvency. Immediately after the making of each Advance to the Borrower, and after giving effect to the application of the proceeds of such Advances, (i) the fair value of the assets of each Obligor, at a fair valuation, will exceed the debts and liabilities, subordinated, contingent or otherwise, of each Obligor; (ii) the present fair saleable value of the Property of each Obligor will be greater than the amount that will be required to pay the probable liability of each Obligor on its debts and other liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; (iii) each Obligor will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) each Obligor, if required pursuant to Applicable Law, will not have unreasonably small capital with which to conduct the businesses in which it is engaged as such businesses are now conducted and are proposed to be conducted after the date hereof. (38) Debt. No Obligor has any Debt that is not Permitted Debt. (39) [Reserved]

 
 

- 47 - (40) Schedules. The information contained in each Schedule attached hereto is as at the date hereof, or at the time a replacement thereof is provided to the Agent or the Lenders pursuant hereto, will be true, correct and complete in all material respects. (41) [Reserved] (42) [Reserved] (43) Sanctions . It is not in violation of, in any material respect, any of the country or list based economic and trade sanctions administered and enforced by OFAC, or any Sanctions Laws. As of the date of this Agreement, no Obligor (i) is a Sanctioned Person or (ii) is a Person designated under Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 or other Sanctions Laws. If a senior officer of any Obligor receives any written notice that any Obligor, any Affiliate or any Subsidiary of any Obligor is named on the then current OFAC SDN List or is otherwise a Sanctioned Person (such occurrence, a “ Sanctions Event ”), such Obligor shall promptly (i) give written notice to the Agent and the Lenders of such Sanctions Event, and (ii) comply in all material respects with all applicable laws with respect to such Sanctions Event (regardless of whether the Sanctioned Person is located within the jurisdiction of the United States of America or Canada), and each Obligor hereby authorizes and consents to the Agent and the Lenders taking any and all steps the Agent or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of, in any material respect, all applicable laws with respect to any such Sanctions Event. (44) Anti - Corruption Laws . No part of the proceeds of the Advances shall be used, directly or, to the Borrower’s knowledge, indirectly : (a) to offer or give anything of value to any official or employee of any foreign government department or agency or instrumentality or government - owned entity, to any foreign political party or party official or political candidate, or to anyone else acting in an official capacity, in order to obtain, retain or direct business, or obtain any improper advantage, in material violation of any Anti - Corruption Law . (45) Anti - Terrorism Laws . To the extent applicable, each Obligor is in compliance, in all material respects, with (i) the U.S. Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 C.F.R. Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, (ii) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (United States), as amended (the “ Patriot Act ”); and (iii) Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (collectively with clauses (i) and (ii) above, the “ Anti - Terrorism Laws ”). The use of the proceeds of the Advances will not violate, in any material respect, the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 C.F.R. Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto, in any material respect. (46) Reporting Issuer . The Borrower is a reporting issuer, as defined under applicable Canadian securities laws, in all of the provinces and territories of Canada and is not in default in any material respect under any requirement of applicable Canadian or U . S . securities laws . The

 
 

- 48 - Borrower is in compliance in all material respects with the rules and regulations of the Toronto Stock Exchange and the New York Stock Exchange. 7.02 Survival and Repetition of Representations and Warranties The representations and warranties set out in Sec tion 7.01 will be repeated (i) in each Compliance Certificate delivered pursuant to Section 8.03(2)(b), (ii) as of the date of each request for a new Advance by the Borrower, and (iii) in accordance with Section 8.05 in connection with the designation of Restricted Subsidiaries and Unrestricted Subsidiaries; except in any such case to the extent that on or prior to such date the Borrower advises the Agent in writing of the variation in any such representation or warranty as of such date; and provided further that such disclosure will not excuse any breach of covenant or Event of Default arising hereunder other than as a result of the incorrectness of such representation and warranty. ARTICLE 8 C O V E NAN TS 1. Positive Covenants So long as this Agreement is in force and except as otherwise permitted by the prior written consent of the Majority Lenders, the Borrower will and will cause each other Obligor to: (1) Timely Payment. Make due and timely payment of the Obligations required to be paid by it hereunder and under each other Loan Document. (2) Conduct of Business, Maintenance of Existence, Compliance with Laws. (a) engage in business of the same general type as now conducted by it; (b) carry on and conduct its business and operations in a proper, efficient and businesslike manner, in accordance with good business practice; (c) except as otherwise permitted by Sec tion 8.04(2), preserve, renew and keep in full force and effect its existence; (d) take all action necessary to maintain all material registrations, material Intellectual Property, Material Contracts, Material Licenses, material rights, material privileges and franchises necessary or desirable in the normal conduct of its business; and (e) comply in all material respects with all Requirements of Law, including without limitation, Requirements of Environmental Law. (3) Further Assurances. Provide the Agent and the Lenders with such other documents, opinions, consents, acknowledgements and agreements as are reasonably necessary to implement this Agreement, the other Loan Documents and are required by the Agent from time to time. (4) [Reserved] (5) Access to Information. Promptly provide the Agent with all information reasonably requested by the Agent for and on behalf of the Lenders from time to time concerning its financial condition, and during normal business hours and from time to time upon reasonable notice, permit representatives of the Agent, and the Lenders if accompanied by the Agent, to examine and take extracts from its financial books, accounts and records including

 
 

- 49 - but not limited to accounts and records stored in computer data banks and computer software systems, and to discuss its financial affairs and its business with its senior officers and (in the presence of such of its representatives as it may designate) its auditors. If an Event of Default or a Pending Event of Default has occurred and is continuing, the Borrower will pay all reasonable expenses incurred by such representatives in order to visit the Borrower’s premises or attend at its and each other Obligor’s principal office, as applicable, for such purposes. (6) Payment Obligations. Pay or discharge, or cause to be paid or discharged (i) before the same become delinquent (A) all Taxes imposed upon it or upon its income or profits or in respect of its business or Property and file all tax returns in respect thereof and (B) all required payments under any of its Debt and (ii) in a timely manner in accordance with prudent business practices (A) all lawful claims for labour, materials and supplies, and (B) all other material obligations the failure of which would reasonably be expected to result in an Event of Default; provided, however that it will not be required to pay or discharge or to cause to be paid or discharged any such amount referred to in clauses (i) and (ii) so long as the validity or amount thereof is being contested in good faith by appropriate proceedings and an adequate reserve in accordance with GAAP and satisfactory to the Agent, acting reasonably, has been established in its books and records. (7) [Reserved]. (8) Insurance. Maintain or cause to be maintained with reputable insurers, coverage against risk of loss or damage to its Property (including public liability and damage to property of third parties), business interruption insurance, fire and extended peril insurance and boiler and machinery insurance of such types as is customary for and would be maintained by a corporation with an established reputation engaged in the same or similar business in similar locations. (9) Notice of Event of Default or Pending Event of Default. Promptly notify the Agent of any Event of Default or Pending Event of Default that would apply to it or to any Obligor of which it becomes aware. (10) Notice of Material Adverse Effect. Promptly notify the Agent of any condition (financial or otherwise), event or change in its or any other Obligor’s business, liabilities, operations, results of operations, assets or prospects which would reasonably be expected to have a Material Adverse Effect. (11) Notice of Litigation. Diligently defend itself and its properties from and against any lawsuits or claims in accordance with prudent business practice and promptly notify the Agent on becoming aware of the occurrence of any litigation, dispute, arbitration, proceeding or other circumstance (including, without limitation, any such dispute with Shell Energy or any LDC) the result of which if determined adversely would be a judgment or award against it (i) in excess of <Redacted> or (ii) would reasonably be expected to result in a Material Adverse Effect to it, and (A) from time to time provide the Agent with all reasonable information requested by the Agent concerning the status of any such proceeding and (B) provide the Agent semi - annually in March and September of each year, a written update prepared by internal counsel to the Borrower in respect of each such proceeding in excess of <Redacted>.

 
 

- 50 - (12) Other Notices. Promptly, upon having knowledge, give notice to the Agent on behalf of the Lenders of: (a) any violation of any Applicable Law, Material Contract or Material Licence which does or could reasonably be expected to have a Material Adverse Effect; or (b) any termination of or default under a Material Contract or Material Licence; (c) any change in the regulatory framework relating to the energy market which is materially adverse to the Business taken as a whole, or could reasonably be expected to be materially adverse to the Business taken as a whole, with the passage of time; (d) any entering into of a Material Contract or Material Licence, together with a true copy thereof; and (e) any “Pending Event of Default” or “Event of Default” under the Senior Agreement (each as defined in the Senior Credit Agreement). ( 13) [Reserved] ( 14) [Reserved] (15) Environmental Compliance. Operate its business in compliance in all material respects with all applicable material Requirements of Environmental Laws and operate all Property owned, leased or otherwise occupied by it with a view to ensuring that no material obligation, including a clean - up or remedial obligation, will arise in respect of an Obligor under any Requirements of Environmental Law; provided however, that if any such obligation arises, the applicable Obligor will promptly satisfy or contest such obligation at its own cost and expense. It will promptly notify the Agent, to the extent not disclosed as of the date hereof, upon (i) learning of the existence of Hazardous Substance located on, above or below the surface of any land which it owns, leases, operates, occupies or controls (except those being stored, used or otherwise handled in substantial compliance with applicable Requirements of Environmental Law), or contained in the soil or water constituting such land and (ii) the occurrence of any lawfully reportable release, spill, leak, emission, discharge, leaching, dumping or disposal of Hazardous Substances that has occurred on or from such land which, in either case, is likely to result in liability under Requirements of Environmental Law. (16) [Reserved] (17) [Reserved] (18) ERISA Matters. (a) Maintain each ERISA Plan in compliance in all material respects with all applicable Requirements of Law;

 
 

- 51 - (b) refrain from adopting, participating in or becoming obligated with respect to any US Pension Plan or multiemployer plan as defined in Section 4001(a)(3) of ERISA without the prior written consent of the Majority Lenders; and (c) promptly notify the Agent on becoming aware of (i) the institution of any steps by any Person to terminate any US Pension Plan, (ii) the failure of any Obligor to make a required contribution to any US Pension Plan if such failure is sufficient to give rise to an Encumbrance under Section 303(k) of ERISA, (iii) the taking of any action with respect to a US Pension Plan which is reasonably likely to result in the requirement that any Obligor furnish a bond or other security to the US Pension Benefit Guaranty Corporation under ERISA or such US Pension Plan, or (iv) the occurrence of any event with respect to any ERISA Plan which is reasonably likely to result in any Obligor incurring any liability, fine or penalty in excess of <Redacted>, and following notice to the Agent thereof, provide copies of all documentation relating thereto if requested by the Agent. ( 19) Canadian Pension Plans. (a) maintain each Canadian Pension Plan in compliance in all material respects with all applicable Requirements of Law; (b) refrain from adopting, participating in or becoming obligated with respect to any Specified Canadian Pension Plan without the prior written consent of the Majority Lenders; and (c) promptly notify the Agent on becoming aware of (i) the institution of any steps by any Person to terminate any Canadian Pension Plan, (ii) the failure of any Obligor to make a required contribution to any Canadian Pension Plan if such failure is sufficient to give rise to a deemed trust or lien under applicable pension benefits standards laws, or (iii) the occurrence of any event with respect to any Canadian Pension Plan or Canadian Welfare Plan which is reasonably likely to result in any Obligor incurring any liability, fine or penalty in excess of <Redacted>, and following notice to the Agent thereof, provide copies of all documentation relating thereto if requested by the Agent. (20) Employee Benefit and Welfare Plans. Maintain all employee benefit and Canadian Welfare Plans relating to the Business in compliance in all material respects with all Applicable Laws and ensure that all premiums and payments relating to employee benefits and pensions are paid as due. (21) Additional Information . Upon request, promptly provide the Agent with copies of all “management letters” or other material letters submitted by independent public accountants in connection with audited financial statements described in Sec tion 8.03 raising issues associated with the audit of the Obligors. (22) LDC Agreements . Notify the Agent of any notices received from LDCs in connection with any collections, services, agreements or any Transportation Agreements, requests to increase the billing service amount under any Collection Services Agreements,

 
 

- 52 - offsets or material matters under any LDC Agreement, in each case which would reasonably be expected to have a Material Adverse Effect. (23) No Supplier Recourse . Other than in connection with Financial Assistance which is permitted pursuant to Sec tion 8 . 04 ( 5 ) , ensure that no supplier to any Unrestricted Subsidiary has any recourse to any Obligor . (24) [Reserved] (25) [Reserved] (26) [Reserved] (27) Reporting Issuer Status. Maintain the listing of the equity interests of the Borrower on the Toronto Stock Exchange and maintain the status of the Borrower as a reporting issuer under the Canadian securities laws of all of the provinces and territories of Canada in the which it is a reporting issuer as of the date of this Agreement. (28) Proceeds of Disposition re <Redacted> or <Redacted> . Apply the net proceeds of any Disposition referred to in paragraph (b) of the definition of Permitted Asset Dispositions to either: (i) a reduction of the Priority Supplier Payables (as defined in the Senior Credit Agreement); and/or (ii) a repayment of the Senior Credit Facility in accordance with Section 6.02 thereof, in each case promptly upon receipt of such proceeds. (29) Board Nominee. In addition to such rights as the Lenders may have in relation to the Borrower’s board of directors under any other agreement or in any other capacity, the Borrower shall ensure that there shall at all times be on its board of directors one nominee of the Majority Lenders unless the Majority Lenders agree otherwise. 2. Financial Covenants So long as this Agreement is in force and except as otherwise permitted by the prior written consent of the Majority Lenders: (1) Senior Debt to EBITDA Ratio. The Borrower, on a Modified Consolidated Basis, will ensure that the Senior Debt to EBITDA Ratio determined as at the last day of each Fiscal Quarter is not greater than set forth in table below in respect of the immediately preceding Four Quarter Period. Fiscal Quarter Senior Debt to EBITDA Ratio September 30, 2020 - December 31, 2020 < R e d ac t e d > March 31, 2021 - June 30, 2021 < R e d ac t e d > September 30, 2021 - December 31, 2021 < R e d ac t e d > March 31, 2022 - June 30, 2022 < R e d ac t e d > September 30, 2022 - Maturity Date < R e d ac t e d >

 
 

- 53 - (2) Minimum EBITDA . The Borrower, on a Modified Consolidated Basis, will maintain a minimum trailing Four Quarter Period EBITDA of <Redacted> determined as at the last day of each Fiscal Quarter. 3. Reporting Requirements So long as this Agreement is in force and except as otherwise permitted by the prior written consent of the Majority Lenders, the Borrower will: (1) Annual Reports. As soon as available and in any event within 120 days after the end of each Fiscal Year, cause to be prepared and delivered to the Agent the audited consolidated financial statements of the Borrower, including, without limitation, a balance sheet, statement of equity, income statement and cash flow statement, certified by the chief financial officer of the Borrower. (2) Quarterly Reports. (a) As soon as available and in any event within 60 days of the end of each of its first three Fiscal Quarters of each Fiscal Year, cause to be prepared and delivered to the Agent as at the end of such Fiscal Quarter the unaudited interim consolidated financial statements of the Borrower, including, in each case and without limitation, an income statement, balance sheet and cash flow statement, certified by the chief financial officer of the Borrower. (b) As soon as available and in any event within 60 days of the end of each Fiscal Quarter (including the fourth Fiscal Quarter), cause to be prepared and delivered to the Agent as at the end of such Fiscal Quarter the unaudited financial statements of the Borrower prepared on a Modified Consolidated Basis, including, in each case and without limitation, an income statement, balance sheet and cash flow statement, certified by the chief financial officer of the Borrower. (3) Compliance Certificate. Concurrently with the delivery of the financial statements referred to in Sections 8.03(1) and (2) above, provide the Agent with a Compliance Certificate. (4) Operating Budget. As soon as available and in any event not later than June 30 in each year for the next three Fiscal Years, provide to the Agent for the Lenders, the Operating Budget. (5) Supply/Demand Projection. Within 30 days of the end of each Fiscal Quarter, cause to be prepared and delivered to the Agent a supply vs. demand summary in respect of the Obligors’ projected next 12 months and the next 36 months anticipated Available Supply and Supply Commitments for natural gas, electricity and JustGreen Products, separately. (6) Notice of default . Forthwith upon receipt, furnish to the Agent a copy of any notice of default, event of default or non - compliance which is executed by, sent or received by any Obligor in connection with the Senior Credit Agreement or the Intercreditor Agreement.

 
 

- 54 - (7) Senior Credit Agreement . Forthwith upon delivery to the Senior Administrative Agent, a copy of the following reporting required to be delivered to the Senior Administrative Agent pursuant to the terms of the Senior Credit Agreement or to the Secured Parties pursuant to the Intercreditor Agreement (which is not otherwise already delivered to the Agent under the terms of this Agreement): [NTD: section references to Senior Credit Agreement to be updated in final version as may be required.] Monthly (i) Priority Supplier Payables Certificate delivered pursuant to Section 9.03(10) of the Senior Credit Agreement; (ii) Portfolio Reports – Natural Gas and Electricity delivered pursuant to Section 9.02(4) of the Intercreditor Agreement; (iii) Mark To Market Report Electricity delivered pursuant to Section 9.02(4) of the Intercreditor Agreement; Quarterly (i) Borrowing Base Certificate together with Borrowing Base calculation delivered pursuant to Section 9.03(6) of the Senior Credit Agreement; (ii) Hedging Exposure report delivered pursuant to Section 9.03(7) of the Senior Credit Agreement; (iii) Portfolio Reports delivered report delivered pursuant to Section 9.03(9) of the Senior Credit Agreement; and Semi - Annually (i) Borrowing Base Key Assumptions report delivered pursuant to Section 9.03(6) of the Senior Credit Agreement. (8) Risk Management Policy . Promptly notify the Agent of any changes or modifications to the risk management and hedging policy of the Obligors from that in effect on the Original Closing Date and promptly provide a copy of such change or modification. (9) Sufficient Copies to Agent. Ensure that in complying with this Sec tion 8.03 , the Agent is supplied with such quantities of all materials as the Agent may require in order to distribute such materials to each of the Lenders and wherever possible, that electronic copies are sent which the Agent is then authorized to send electronically to the Lenders. (10) Other Information. Deliver to the Agent (i) such other information relating to the conduct of business or financial condition of the Obligors as the Agent on behalf of the Lenders may reasonably request from time to time and (ii) such other materials as agreed to by the Lenders and the Borrower from time to time.

 
 

- 55 - 4. Negative Covenants So long as this Agreement is in force and except as otherwise permitted by the prior written consent of the Majority Lenders, the Borrower will not and will ensure that each other Obligor will not : (1) Disposition of Property . Except for Permitted Asset Dispositions, Dispose of, in one transaction or a series of transactions, all or any part of its Property, whether now owned or hereafter acquired . (2) Fundamental Changes. Enter into any corporate transaction (or series of transactions), whether by way of arrangement, reorganization, consolidation, amalgamation, merger or otherwise, whereby all or substantially all of its undertaking and assets would become the property of any other Person or in the case of any amalgamation, the property of the continuing corporation resulting from the amalgamation, except that if at the time of and immediately after giving effect to the corporate transaction, no Event of Default will have occurred and be continuing, it may amalgamate or merge (including by way of a wind - up that is not as a result of an insolvency) with or transfer all or substantially all of its assets to the Borrower, any wholly - owned Subsidiary of the Borrower; provided that it provides the Agent with prior notice of any such transaction and upon any amalgamation or merger (except by way of a wind - up), the resulting company or the entity to whom the assets have been transferred, as applicable, delivers to the Agent a Guarantee and an assumption agreement pursuant to which the amalgamated or merged company or the entity to whom the assets have been transferred, as applicable, confirms its assumption of all of the obligations of the amalgamating or merging companies or the entity which transferred the assets, as applicable, under the Loan Documents and such other certificates and opinions as may be required by the Agent. (3) No Debt. Create, incur, assume or permit any Debt to remain outstanding, other than Permitted Debt provided that the aggregate principal amount of all Permitted Debt described in clauses (b)(i) and (j) of the definition of “Permitted Debt” shall at no time exceed the Senior Lender Limitation Amount. (4) No Repayment or Prepayment of Debt. (a) directly or indirectly voluntarily prepay, defease or in substance defease, purchase, redeem, retire or otherwise acquire the Alberta Utilities Commission Debt or the <Redacted> Subordinated Notes, in each case, in advance of Debt outstanding under this Agreement, except, in the case of the Alberta Utilities Commission Debt, with the proceeds of the payments received by the Obligors from their Customers in the Province of Alberta under the applicable Customer Contracts; (b) make any amendment or modification to the subordination, ranking, term, granting of security or postponement terms of any indenture, note or other agreement evidencing or governing any Debt or any other term of such agreement which would be adverse to the Lenders (other than with respect to the Senior Credit Documents and then only in accordance with Sec tion (26) ); and

 
 

- 56 - (c) following the occurrence of an Event of Default or a Pending Event of Default which, in either case, is continuing, make any payment in respect of any Debt other than (i) Debt hereunder, (ii) Existing Intercompany Debt or Future Intercompany Debt between Obligors (other than any such payments by the Borrower to another Obligor), (iii) non - cash Permitted Distributions in respect of Debt, (iv) payments in respect of obligations secured by Purchase Money Security Interests and payments in respect of Lease Obligations, (v) payments in respect of the Senior Obligations and (vi) principal repayments of the Alberta Utilities Commission Debt, provided that each such payment shall be made solely with the proceeds of the payments received by the Obligors from their Customers in the Province of Alberta under the applicable Customer Contracts. (5) No Financial Assistance. Give any Financial Assistance to any Person other than: (a) Existing Intercompany Debt; (b) Future Intercompany Debt; (c) guarantees made by the Obligors of Permitted Debt, other than the <Redacted> Subordinated Notes; (d) Financial Assistance to Restricted Subsidiaries; (e) loans and advances to employees made in accordance with Sec tion 8.04 (9) ; (f) Financial Assistance to Unrestricted Subsidiaries (i) that was provided or advanced prior to July 7, 2020 and certified in a Compliance Certificate prior to such date; and (ii) from and after July 7, 2020, in an amount not to exceed US<Redacted>. Notwithstanding clauses (a) to (f) above, no Financial Assistance shall be given by an Obligor to any Person that is not an Obligor if a Pending Event of Default or an Event of Default has occurred or if the making of any such Financial Assistance would cause a Pending Event of Default or Event of Default to occur. (6) No Imbalance in Commitments. (a) Permit, at any time, the projected amount of Available Supply of natural gas for the next 12 months to (i) exceed 115% of Supply Commitments for natural gas, or (ii) be less than 85% of Supply Commitments for natural gas in the same period; (b) permit, at any time, the projected amount of Available Supply of electricity for the next 12 months to (i) exceed 115% of Supply Commitments for electricity, or (ii) be less than 85% of Supply Commitments for electricity in the same period;

 
 

- 57 - (c) permit, at any time, the projected amount of Available Supply of natural gas for the next 36 months to (i) exceed 120% of Supply Commitments for natural gas, or (ii) be less than 80% of Supply Commitments for natural gas in the same period; (d) permit, at any time, the projected amount of Available Supply of electricity for the next 36 months to (i) exceed 120% of Supply Commitments for electricity, or (ii) be less than 80% of Supply Commitments for electricity in the same period; (7) No Distributions. Make or permit any Distributions, other than Permitted Distributions; provided that: no Permitted Distributions (other than in payments in respect of the Senior Obligations) shall be made in cash to any Person that is not an Obligor if a Pending Event of Default or an Event of Default has occurred or if the making of any such cash Distribution would cause a Pending Event of Default or Event of Default to occur. (8) Distribution Restrictions . Other than this Agreement and the Senior Credit Agreement, enter into any agreement that would limit its ability to effect any dividends or distributions . (9) Management Fees. Make or pay any bonus, consulting or management fee or corporate overhead payment or other like payment to any shareholder, director or officer, or any of their Affiliates, except for: (a) salaries, benefits and other employment remuneration (including employee loans) paid in the ordinary course of business and on commercially reasonable terms; and (b) any bonus, consulting or management fee or directors fee or payments to directors and officers of it, provided that any such payments are part of a commercially reasonable compensation package being paid by it for management services rendered. (10) No Encumbrances. Subject to Sec tion 8.04(23), create, incur, assume or permit to exist any Encumbrance upon any of its Property except Permitted Encumbrances. (11) No Acquisitions. Make any Acquisition; provided however that Unrestricted Subsidiaries will be permitted to enter into Acquisitions. (12) No Change to Year End . Make any change to its Fiscal Year, provided that with no less than 60 days prior written notice delivered to the Agent after the most recent March 31 Fiscal Year end, the Borrower may elect to change its Fiscal Year to end on December 31. (13) No Change to Business. Carry on any business other than the Business; except to such extent as would not be material to the Obligors, taken as a whole. (14) [Reserved] (15) [Reserved]

 
 

- 58 - (16) Amendments to Organizational Documents . Amend any of its Organizational Documents in a manner that would be prejudicial to the interests of any of the Lenders under the Loan Documents . (17) [Reserved] (18) Material Contracts. Except as provided in Sec tion 8.04(26), amend, vary, alter or waive any material term of any Material Contract if such amendment, variance, alteration or waiver would be adverse to the Lenders in any material respect or allow any circumstances to arise which would allow any Material Contract to lapse or to be terminated during its term if the result could reasonably be expected to have a Material Adverse Effect. (19) [Reserved] (20) Non - Arm’s Length Transactions. Effect any transactions with any Person (other than an Obligor) not dealing at Arm’s Length with the transacting Obligor except for (i) those transactions identified in Schedule 7.01(36) on the Closing Date; (ii) the payment and receipt of Permitted Distributions; (iii) transactions permitted under Section 8.04(5) ; (iv) technical and administrative service agreements on commercially reasonable terms between any of the Borrower or JEC and its Subsidiaries and the provision of the services contemplated thereby; and (v) sales arrangements on commercially reasonable terms between an Obligor and an Unrestricted Subsidiary with respect to the Business. (21) Sale and Leaseback. Enter into any arrangement with any Person providing for the leasing by any Obligor, as lessee, of property which has been or is to be sold or transferred by such Obligor to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or the lease obligation of any Obligor. (22) Hedging Contracts. Enter into or permit to be outstanding at any time any Hedge unless such Hedge satisfies the following conditions: (a) if such Hedge is an Interest Rate Hedge, it is designed to protect the Obligors against fluctuations in interest rates; (b) if such Hedge is a Currency Hedge, it is designed to protect the Obligors against fluctuations in currency exchange rates; (c) if such Hedge is an Equity Hedge, it is designed to protect the Obligors against fluctuations in share price; and (d) such Hedge has been entered into by an Obligor bona fide and in good faith in the ordinary course of its business for the purpose of carrying on the same and not for speculative purposes . (23) Customer Contracts. Permit any Encumbrances on Customer Contracts other than Permitted Encumbrances; provided, however, an Obligor may permit Encumbrances on Customer Contracts in favour of suppliers for such Customer Contracts so long as (i) revenue generated on all such Customer Contracts Encumbered in favour of suppliers accounts for no

 
 

- 59 - more than 3% of revenue generated by all Customer Contracts; and (ii) gross margin generated by such Customer Contracts Encumbered in favour of suppliers accounts for no more than 3% of gross margin of the Borrower (on a consolidated basis) calculated on a rolling four quarter basis at the end of each Fiscal Quarter. (24) [Reserved] (25) Anti - Money Laundering and Anti - Terrorism Finance Laws; Foreign Corrupt Practices Act; Sanctions Laws; Restricted Person . The Borrower shall not, and shall not permit any Subsidiary to, (a) engage in or conspire to engage in any transaction that violates, in any material respect, any Anti - Terrorism Law, any Anti - Corruption Law or any Sanctions Law, or (b) use any part of the proceeds of the Advances, directly or, to the Borrower’s knowledge, indirectly, for any conduct that would cause the representations and warranties in Sections 7.01(43), 7.01(44) or 7.01(45) to be untrue in any material respect as if made on the date any such conduct occurs. (26) Changes to Senior Credit Documents . The Borrower shall not consent to any waiver, amendment or other change to any Senior Credit Document and shall not refinance or replace the Senior Credit Agreement and the other Senior Credit Documents unless the following conditions are satisfied: (i) the aggregate principal amount available thereunder shall not exceed the Senior Lender Limitation Amount, (ii) the Borrower is at all times in compliance with the requirements of Section 8.05(3), unless otherwise agreed by the Majority Lenders, and (iii) if the Senior Credit Agreement is replaced, (a) the replacement administrative agent on behalf of the replacement lenders shall enter into subordination arrangements with the Agent on behalf of the Lenders on terms no more onerous to Agent and the Lender than those contained in the Senior Subordination Agreement and such agreement shall be in form and substance satisfactory to the Lenders. 5. Restricted and Unrestricted Subsidiaries So long as this Agreement is in force and except as otherwise permitted by the prior written consent of the Majority Lenders, the Borrower will ensure that: (1) No Subsidiaries. The Borrower has no Subsidiaries, other than Restricted Subsidiaries and Unrestricted Subsidiaries. (2) Status of Subsidiaries. Each Subsidiary of the Borrower: ( i) shall be a corporation, limited partnership, general partnership, trust or limited liability corporation formed under the laws of (A) Canada or a province thereof, (B) a state of the United States of America or the District of Columbia, (C) the United Kingdom, (D) Germany, (E) India, or (F) Hungary; and

 
 

- 60 - ( ii) shall (A) if such Subsidiary is a Restricted Subsidiary, be wholly - owned by the Borrower or a Restricted Subsidiary, or (B) if such Subsidiary is an Unrestricted Subsidiary, be owned, wholly or in part (subject to the terms of this Agreement), by the Borrower or another Subsidiary. (3) Guarantee. Upon formation or acquisition or upon becoming a Guarantor under the Senior Credit Documents (including as amended, modified, replaced or refinanced from time to time in accordance with Section 8.04(26)), each Subsidiary will provide to the Agent on behalf of the Lenders a Guarantee of the Obligations, together with such opinions and other documents (including, without limitation, the Restricted Subsidiary Subordination Agreement) as the Agent may reasonably require, all in form and substance acceptable by the Agent. (4) Composition of Borrower and Restricted Subsidiaries. The gross margin of the Borrower and the Restricted Subsidiaries shall at all times comprise of no less than 80% of the consolidated gross margin of the Borrower and all of its Subsidiaries (excluding <Redacted> and <Redacted>). (5) Revocation of Designation as an Unrestricted Subsidiary. From time to time the Borrower may change the designation of a Subsidiary from an Unrestricted Subsidiary to a Restricted Subsidiary; provided that: (a) after giving effect to such designation, all representations and warranties contained in Section 7.01 of this Agreement will be true and correct in all material respects with the same force and effect as if such representations and warranties had been made on and as of the date of such designation; (b) the Borrower is in compliance with all covenants contained herein and no Pending Event of Default or Event of Default shall have occurred and be continuing or will occur as a result of such designation ; (c) the Borrower shall have provided the Agent with a certificate of an officer certifying the foregoing; (d) the Subsidiary will provide to the Agent on behalf of the Lenders a Guarantee, together with such opinions and other documents as the Agent and its counsel may require all in form and substance acceptable by the Lenders and Lenders’ Counsel ; and (e) the Borrower shall have delivered to the Agent a revised Schedule 7.01(16) showing all Restricted Subsidiaries and Unrestricted Subsidiaries of the Borrower following such designation. (6) Hungarian Subsidiary. Notwithstanding anything in this section 8.05, Just Energy (Finance) Hungary Zrt . shall not be required to provide a Guarantee and become a Restricted Subsidiary until such time as its net assets exceed US<Redacted>. Just Energy (Finance) Hungary Zrt. shall not conduct any operating business until such time as it has provided a Guarantee.

 
 

- 61 - (7) Release re EdgePower Inc. Upon satisfaction of the conditions set forth in paragraph (f) of the definition of Permitted Asset Disposition contained in Section 1.01: (a) the Lenders hereby direct and authorize the Agent to release and discharge EdgePower Inc. from its obligations under the Guarantee and the other Loan Documents to which it is a party; and (b) the Lenders hereby direct and authorize the Agent to execute such documents and take such actions as the Agent may deem necessary to effect such release, all in form and substance satisfactory to the Agent (at the Borrower’s sole cost and expense). ARTICLE 9 DEFAULT 1. Events of Default The occurrence of any one or more of the following events (each such event being herein referred to as an “ Event of Default ”) will constitute a default under this Agreement: (1) if the Borrower fails to pay any amount of principal of any Advance when due and payable; or (2) if the Borrower fails to pay any interest or fees when due and payable hereunder or under any other Loan Document and such non - payment continues for a period of three Business Days; or (3) if the Borrower fails to pay any Obligation (other than an Obligation for which a failure to pay is specifically dealt with elsewhere in this Sec tion 9.01 ) when due and payable and such non - payment continues for a period of ten Business Days after notice by the Agent; or (4) if the Borrower fails to observe or perform any of the financial covenants in Sec tion 8.02 or any of the negative covenants in Section 8.04 ; or (5) if the Borrower fails to observe or perform any of the positive covenants in Sec tion 8.01 or the reporting covenants in Section 8.03 and the Borrower will fail to remedy such default within the earlier of 30 days from the date (i) the Borrower becomes aware of such default or (ii) the Agent delivers written notice of the default to the Borrower; or (6) if any Obligor neglects to observe or perform any covenant or obligation in this Agreement or any other Loan Document on its part to be observed or performed (other than a covenant or condition whose breach or default in performance is specifically dealt with elsewhere in this Sec tion 9.01 ) and either Borrower fails to remedy such default within the earlier of 30 days from the date (i) such Obligor becomes aware of such default or (ii) the Agent delivers written notice of the default to either Borrower; or (7) if any representation or warranty made by any Obligor in this Agreement, any Loan Document or in any certificate or other document at any time delivered hereunder to the

 
 

- 62 - Agent or any Lender will prove to have been incorrect in any material respect on and as of the date thereof and such representation or warranty is not thereafter made true and correct within 30 days of any Obligor becoming aware of its incorrectness ; or (8) if any Obligor ceases or threatens to cease to carry on business generally except as permitted by this Agreement, or admits its inability or fails to pay its debts generally; or (9) if any “Event of Default” as defined in the Senior Credit Agreement (as amended, modified, refinanced or replaced) occurs and such Event of Default is not cured or waived within 90 days of the occurrence thereof; or (10) if any Obligor (i) fails to make any payment when such payment is due and payable, to any Person in relation to any Debt (other than Debt for which a failure to pay is specifically dealt with elsewhere in this Sec tion 9.01 ) which, in the aggregate principal amount then outstanding, is in excess of <Redacted> and such payment is not made within any applicable cure or grace period; or (ii) defaults in the observance or performance of any other agreement or condition in relation to any such Debt which in the aggregate principal amount then outstanding is in excess of <Redacted> or contained in any instrument or agreement evidencing, securing or relating thereto and such default is not waived or cured within any applicable cure or grace period, or (iii) any other event will occur or condition exist, the effect of which default or other condition is to cause, such Debt to become due prior to its stated maturity date; or (11) if any Obligor denies its obligations under any Loan Document or claims any of the Loan Documents to be invalid or withdrawn in whole or in part; or (12) if any of the Loan Documents or any material provision of any of them becomes unenforceable, unlawful or is changed by virtue of legislation or by a court, statuto