Reuters Screen CDOR Page shall mean the display designated as page
CDOR on the Reuters Monitor Money Rates Service (or such other page as may replace the CDOR page on that service) for the purpose of displaying, among other things, Canadian dollar bankers acceptance rates.
Optional Redemption
We may redeem the
notes, at our option: (i) in whole, but not in part, on , 20 and (ii) in whole at any time or in
part from time to time on or after , 20 and prior to the Maturity Date, in each case upon at least
5 business days but not more than 60 calendar days prior written notice to holders of the notes being redeemed, and in each case at a redemption price equal to 100% of the principal amount of such notes, plus accrued and unpaid
interest, if any, thereon, to, but excluding, the applicable redemption date.
In addition, we may redeem the notes, at our option, in
whole at any time or in part from time to time, on or after December , 2021 (or, if additional notes are issued after June , 2021, then beginning six months after the issue date of such
additional notes) and prior to , 20 , upon at least 5 business days but not more than 60
calendar days prior written notice to the holders of the notes being redeemed, at a make-whole redemption price equal to the greater of:
(i) 100% of the principal amount of the notes being redeemed; or
(ii) as determined by the quotation agent described below, the sum of the present values of (a) the principal amount of the notes to be
redeemed, as if paid on , 20 and (b) the scheduled payments of interest on the notes to be redeemed,
that would have been payable from the applicable redemption date to , 20 , in each case discounted to the
redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the GOC Bond Yield plus
basis points, minus interest (on the notes to be redeemed) accrued to, but excluding, the redemption date,
plus, in the case of either (i) or (ii) above, accrued and unpaid interest, if any, on the principal amount of the notes being redeemed
to, but excluding, the applicable redemption date.
Notwithstanding the foregoing, any interest on the notes being redeemed that is due
and payable on an Interest Payment Date falling on or prior to a redemption date for such notes will be payable on such Interest Payment Date to holders of such notes as of the close of business on the relevant record date according to the terms of
such notes and the 2018 Senior Indenture.
GOC Bond Yield on any date of determination means the arithmetic average of
the interest rates quoted to the quotation agent by two major Canadian registered investment dealers (that are not the quotation agent) selected by us as being the annual yield to maturity on such date, assuming semi-annual compounding, which a non-callable Government of Canada bond would carry, if issued in Canadian dollars in Canada, at 100% of its principal amount on the applicable date of redemption with a maturity date of
, 20 .
quotation agent means Merrill Lynch Canada Inc., or its successor, or, if that firm is unwilling or unable to determine the
GOC Bond Yield, a substitute Canadian investment bank, dealer or other financial institution appointed by us.
The GOC Bond Yield will be
determined by the quotation agent as set forth above on the third business day immediately preceding the applicable redemption date.
Unless we default on payment of the applicable redemption price, interest will cease to accrue on the notes or portion thereof called for
redemption on the applicable redemption date. If fewer than all of the notes are to be redeemed, for so long as such notes are in book-entry only form, such notes to be redeemed will be selected in accordance with the procedures of CDS.
PS-7