Glossary

The following terms used in this annual information form have the meanings set out below. Unless the context otherwise requires, any reference in this annual information form to any agreement, instrument, indenture, declaration or other document shall mean such agreement, instrument, indenture or other document, as amended, supplemented and restated at any time and from time to time prior to the date hereof or in the future.


“Adjusted Cost Base” means the book value of the assets of BTB and its subsidiaries, as shown on its most recent consolidated balance sheet, plus the amount of accumulated depreciation and amortization shown thereon, less cash raised by BTB and its subsidiaries in equity issues which is not yet invested in properties or other assets;

“Agency Agreements” means (i) the agency agreement dated October 3, 2006 between BTB, Blackmont Capital Inc., National Bank Financial Inc. and Dundee Securities Corporation; (ii) the agency agreement dated May 3, 2007 between BTB, Blackmont Capital Inc., National Bank Financial Inc., Dundee Securities Corporation and Genuity Capital Markets G.P.; and (iii) the agency agreement dated March 13, 2008 between BTB, Blackmont Capital Inc., National Bank Financial Inc., Desjardins Securities Inc., Dundee Securities Corporation, Raymond James Ltd. and Genuity Capital Markets G.P;

“BTB” or the “Trust” means BTB Real Estate Investment Trust, a trust formed under the laws of the Province of Québec pursuant to the Contract of Trust and includes, where the context requires, BTB’s subsidiaries;

“Capital ABTB Inc.”, a corporation incorporated under the CBCA on September 8, 2005;

“CBCA” means the Canada Business Corporations Act;

“Contract of Trust” means the Contract of Trust of BTB dated July 12, 2006, pursuant to which BTB was formed under the laws of the Province of Québec, as amended and restated on August 1st, 2006 and March 15, 2011, and from time to time thereafter;

“Court” means the Superior Court of Québec;

“Debenture” means a Series A Debentures or a Series B Debentures or any debenture of BTB issued pursuant to the Trust Indenture and “Debentures” means the Series A Debentures, the Series B Debentures and all other debentures to be issued from time to time pursuant to the terms and conditions of the Trust Indenture, collectively;

“Distribution Date” means, in respect of any Distribution Period and subject to the provisions of Section 11.1 of the Contract of Trust, on or about the 15th day of the immediately following month or such other dates determined from time to time by the Trustees;

“Distributable Income” means for any period, the net income of BTB, on a consolidated basis, as determined in accordance with GAAP, adjusted by:

(a) adding back: depreciation of buildings and improvements  and amortization of related intangibles (including amortization of the value of tenant rents in in-place lease agreements, amortization of the differential between original rent and above market rents, amortization of customer relationships (excluding amortization of tenant inducements, leasing commissions and deferred financing costs)), future income tax expense, losses on dispositions of assets and amortization of any net discount on long-term debt assumed from vendors of properties at rates of interest less than fair value;

(b) deducting: amortization of differential between original rents and below market rents, future income tax credits, gains on dispositions of assets and amortization of any net premium on long-term debt assumed from vendors of properties at rates of interest greater than fair value (except where such amortization is funded); and

(c) adjusting for differences, if any, resulting from recognizing revenues on a straight-line basis as opposed to contractual rental amounts; provided that,

(i) other adjustments may be made as determined by a majority of the Trustees in their discretion; and

(ii) where appropriate, estimates may be made of Distributable Income by a majority of the Trustees where the actual amount has not been finally determined, which estimates shall be adjusted as of the subsequent distribution date when the amount of Distributable Income has been determined;

“Distribution Period” means each month in each calendar year from and including the first day thereof and to and including the last day thereof (whether or not such days are business days);

“Escrow Agreement” means the escrow agreement dated as of January 17, 2006 among Capital ABTB Inc., Computershare Investor Services Inc. in its capacity as escrow agent, and the initial shareholders of Capital ABTB Inc.;

“First Supplemental Indenture” means the supplemental indenture to the Trust Indenture, dated as of March 13, 2008 pursuant to which the Series B Debentures have been issued;

“GAAP” means Canadian generally accepted accounting principles, consistently applied;

Gross Book Value” means, at any time, the book value of the properties and assets of BTB and its consolidated subsidiaries, as shown on its then most recent consolidated balance sheet, plus accumulated depreciation and amortization in respect of BTB’s properties (and related intangible assets) shown thereon or in the notes thereto, less (a) the amount of any receivable reflecting interest rate subsidies on any debt assumed by BTB and (b) the amount of future income tax liability arising out of the fair value adjustment in respect of the indirect acquisitions of certain properties; provided however, if approved by a majority of the Independent Trustees, the appraised value of the properties and assets of BTB and its consolidated subsidiaries may be used instead of book value;

“Independent Trustees” means a Trustee who, in relation to the Trust or any of its Related Parties, is “independent” within the meaning of Multilateral Instrument 52-110 ”“ Audit Committees and is not “related” within the meaning of the Tax Act, as amended or replaced from time to time;

“Note Indenture” means the note indenture dated October 3, 2006 between TB Trust and Computershare Trust Company of Canada, as note indenture trustee which provides for the creation and issuance of the TB Notes, and any indenture supplemental thereto;

“Properties” means, unless the context requires otherwise, collectively as at December 31, 2010, the 49 properties owned by the Trust and “Property” means any one of them.

“Series 1 Notes” means the interest-bearing Series 1 unsecured subordinated promissory notes of TB Trust that to be issued pursuant to the Note Indenture in two separate subseries, which subseries are designated as Series 1, 4% notes and Series 1, 81/8 % notes, with each subseries having separate and distinct terms and conditions are set out in the Note Indenture;

“Series A Debentures” means the Series A Five Year 8% subordinate convertible debentures of BTB, due October 3, 2011, in the aggregate principal amount of $12,883,000 issued pursuant to the Trust Indenture;

“Series B Debentures” means the Series B 8.5% convertible redeemable unsecured subordinated debentures of BTB, due March 31, 2013, in the aggregate principal amount of $13,020,000 issued pursuant to the Trust Indenture;

“Series 2 Notes” means the interest-bearing Series 2 unsecured subordinated promissory notes of TB Trust that have been or may be issued pursuant to the Note Indenture;

“Series 3 Notes” means the interest-bearing Series 3 unsecured subordinated promissory notes of TB Trust that have been or may be issued pursuant to the Note Indenture;

“SIFT” means specified investment flow-through entities;

“Special Resolution” means a resolution passed as a special resolution at a meeting of Unitholders (including an adjourned meeting) duly convened for that purpose and held in accordance with the Contract of Trust at which two or more individuals present in person either holding personally or representing as proxies not less in aggregate than 5% of the number of votes attached to Units then outstanding and passed by the affirmative votes of the holders of more than 66 2/3% of the Units represented at the meeting and voted on a poll upon such resolution, or passed in such other manner as provided in the Contract of Trust;

“Tax Act” means the Income Tax Act (Canada), as amended;

“Taxation Year” means the taxation year of BTB for the purpose of the Tax Act;

“TB Trust” means TB Subsidiary Trust, a trust formed under the laws of the Province of Québec pursuant to the TB Contract of Trust;

“TB Contract of Trust” means the contract of trust of TB Trust dated July 12, 2006 pursuant to which TB Subsidiary Trust was formed under the laws of the Province of Québec, as amended and restated as of August 1st, 2006 and March 15, 2011 and from time to time thereafter;

“TB Notes” means collectively Series 1 Notes, Series 2 Notes and Series 3 Notes;

“TB Units” means the trust units of TB Trust;

“Transfer and Registrar Agreement” means the Transfer and Registrar Agreement dated October 3, 2006 between BTB and Computershare Investor Services Inc.;

“Trust” or “BTB” means BTB Real Estate Investment Trust, a trust formed under the laws of the Province of Québec pursuant to the Contract of Trust and includes where the context requires, BTB’s subsidiaries;

“Trust Indenture” means the trust indenture dated October 3, 2006 between BTB and Computershare Trust Company of Canada in its capacity as indenture trustee relating to the Debentures, and any indenture supplemental thereto;

“Trustee” means a trustee of BTB and “Trustees” means all of the trustees of BTB;

“TSXV or Exchange” means the TSX Venture Exchange;

“Underwriting Agreement” means the underwriting agreement dated November 5, 2010 between BTB, National Bank Financial Inc., Dundee Securities Ltd, Canaccord Genuity Corp. and HSBC Securities (Canada) Inc.;

“Unit(s)” means a trust unit of BTB;

“Unit Option Plan” means the Unit Option Plan adopted on October 3, 2006, as updated June 15, 2007 of BTB;

“Unitholder(s)” means a holder of Units;

“Unitholders’ Rights Plan” means the Unitholders’ Rights Plan that became effective June 1st, 2007 and duly approved by the Unitholders.

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