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In addition, the Issuer may redeem the Notes, at its option, in whole at any time or in part from time to time, on or after March 20,
2018 (or, if additional Notes are issued after September 20, 2017, beginning six months after the issue date of such additional Notes) and prior to September 20, 2024, upon at least 30 calendar days’ but not more than 60 calendar
days’ prior written notice to the holders of the Notes being redeemed as described in the attached prospectus, at a “make-whole” redemption price equal to the greater of:
(i) 100% of the principal amount of the Notes to be redeemed; or
(ii) as determined by the quotation agent described below, the sum of the present values
of the scheduled payments of principal and interest on the Notes being redeemed, that would have been payable from the applicable redemption date to September 20, 2024 (not including interest accrued to, but excluding, the applicable redemption
date), discounted to the applicable redemption date on a semi-annual basis (assuming a
360-day
year consisting of twelve
30-day
months) at the GOC Bond Yield plus 36.5
basis points,
plus, in either case of (i) or (ii) above, accrued and unpaid
interest 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 being redeemed as of the close of business on the relevant record date according to the terms of such Notes and the 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 the Issuer 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 redemption date with a maturity date of
September 20, 2024.
“
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 the Issuer.
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.
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