Form and Terms of 2017 Notes. There shall be and there is hereby created for issuance under the Original Indenture, as supplemented by this Third Supplemental Indenture, a series of Securities which shall consist of an aggregate principal amount of US$300,000,000 2017 Notes; provided, however, that if the Company shall, at any time after the date hereof, increase the principal amount of 2017 Notes which may be issued and issue such increased principal amount (or any portion thereof), then any such additional 2017 Notes so issued shall have the same form and terms (other than the date of issuance and the date from which interest thereon shall begin to accrue and, under certain circumstances, the first interest payment date), and shall carry the same right to receive accrued and unpaid interest, as the 2017 Notes theretofore issued; and provided, further, that, notwithstanding the foregoing, the Company shall not be entitled to increase the principal amount of 2017 Notes which may be issued or issue any such increased principal amount if the Company has effected satisfaction and discharge of the Original Indenture pursuant to Section 401 of the Original Indenture or defeasance or covenant defeasance pursuant to Article 15 of the Original Indenture. The 2017 Notes will mature, and the principal of the 2017 Notes and accrued and unpaid interest thereon will be due and payable, on January 15, 2017 (the “2017 Stated Maturity”), or such earlier date as the principal of any of the 2017 Notes may become due and payable in accordance with the provisions of the Original Indenture and this Third Supplemental Indenture. The 2017 Notes shall bear interest on the principal amount thereof from July 5, 2011 or from the most recent interest payment date to which interest shall have been paid or provided for payment on the 2017 Notes, whichever is later, at the rate of 3.15% per annum, payable semi-annually in arrears on January 15 and July 15 (each, a “2017 Interest Payment Date”) of each year, commencing January 15, 2012, until the principal of and premium, if any, on the applicable series of 2017 Notes is paid or provided for payment. Interest on the 2017 Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The interest payable, and punctually paid or provided for, on any 2017 Interest Payment Date will, as provided in the Original Indenture, be paid to the Persons in whose names the 2017 Notes (or one or more predecessor 2017 Notes) are registered at the close of business on January 1 or July 1 (the “2017 Regular Record Dates”), as the case may be, immediately prior to such 2017 Interest Payment Date, regardless of whether any such 2017 Regular Record Date is a Business Day. Any such interest on the 2017 Notes not so punctually paid or provided for on any 2017 Interest Payment Date shall be payable, as applicable, as provided in the form of 2017 Note annexed hereto as Schedule A to this Third Supplemental Indenture. For purposes only of providing the disclosure required by the Interest Act (Canada), the yearly rate of interest to which the rate payable under the 2017 Notes is equivalent is the rate payable under the 2017 Notes multiplied by the actual number of days in the relevant calendar year and divided by the number of days in such period. For the foregoing purposes, each year of 360 days and the period of twelve 30-day months comprised in such year shall be deemed to commence on the day of the month from which interest on the 2017 Notes is expressed to accrue upon the original issue thereof. All payments of principal of, premium, if any, and interest on the 2017 Notes will be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, and all references herein to “United States dollars”, “US$” or “U.S. dollars” shall be deemed to refer to such coin or currency of the United States of America. If any date on which principal of, premium, if any, and interest on the 2017 Notes is payable is not a Business Day, then payment of the principal of, premium, if any, and interest on that date will be made on the next succeeding day which is a Business Day (and without any additional interest or other payment in respect of any delay), with the same force and effect as if made on such date. The principal of, premium, if any, and interest on the 2017 Notes shall be payable, and the 2017 Notes may be surrendered for exchange, registration, transfer or discharge from registration, at the Corporate Trust Office of the Trustee in the City of New York, New York, and in such other places as the Company may from time to time designate in accordance with the Original Indenture. The Trustee is hereby appointed as the initial Paying Agent and Security Registrar for the 2017 Notes in the City of New York, New York. The 2017 Notes shall be issued only as registered Global Securities, without coupons, in denominations of US$2,000 and any integral multiples of US$1,000 in excess thereof. The 2017 Notes initially will be represented by one or more Global Securities (collectively, the “2017 Global Notes”) registered in the name of The Depository Trust Company, as Depositary or its nominee, or a successor depositary or its nominee. The certificates representing the 2017 Notes shall bear the following legend: “THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES. “UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. “UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.” The 2017 Notes and the certificate of the Trustee endorsed thereon shall be in the form set out in Schedule A to this Third Supplemental Indenture with such appropriate insertions, omissions, substitutions and variations as the Trustee may approve and shall be numbered in such manner as the Trustee may approve, such approvals of the Trustee concerning any 2017 Note to be conclusively evidenced by its certification of such 2017 Note. The Security Register referred to in Section 305 of the Original Indenture shall, with respect to the 2017 Notes, be kept at the office or agency in the City of New York, New York that the Company may from time to time designate for such purpose (which shall initially be the Corporate Trust Office of the Trustee in the City of New York, New York), and at such other place or places as the Company with the approval of the Trustee may hereafter designate. The 2017 Notes shall be subject to redemption at the option of the Company as provided in Article 5 (Optional Redemption of Notes) of this Third Supplemental Indenture and Article 11 of the Original Indenture and repurchase by the Company as provided in Article 6 (Change of Control) of this Third Supplemental Indenture. The Company shall not otherwise be required to redeem, purchase or repay 2017 Notes pursuant to any mandatory redemption, sinking fund or analogous provision or at the option of the Holders thereof. The 2017 Notes will not be convertible into or exchangeable for securities of any Person. The 2017 Notes shall have the other terms and provisions set forth in the form of 2017Note attached hereto as Schedule A to this Third Supplemental Indenture with the same force and effect as if such terms and provisions were set forth in full herein.
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Form and Terms of 2017 Notes. There shall be and there is hereby created for issuance under the Original Indenture, as supplemented by this Third First Supplemental Indenture, a series of Securities which shall consist of an aggregate principal amount of US$300,000,000 U.S.$300,000,000 2017 Notes; provided, however, that if the Company shall, at any time after the date hereof, increase the principal amount of 2017 Notes which may be issued and issue such increased principal amount (or any portion thereof), then any such additional 2017 Notes so issued shall have the same form and terms (other than the date of issuance and the date from which interest thereon shall begin to accrue and, under certain circumstances, the first interest payment date), and shall carry the same right to receive accrued and unpaid interest, as the 2017 Notes theretofore issued; and provided, further, that, notwithstanding the foregoing, the Company shall not be entitled to increase the principal amount of 2017 Notes which may be issued or issue any such increased principal amount if the Company has effected satisfaction and discharge of the Original Indenture pursuant to Section 401 of the Original Indenture or defeasance or covenant defeasance pursuant to Article 15 of the Original Indenture. The 2017 Notes will mature, and the principal of the 2017 Notes and accrued and unpaid interest thereon will be due and payable, on January August 15, 2017 (the “2017 Stated Maturity”)2017, or such earlier date as the principal of any of the 2017 Notes may become due and payable in accordance with the provisions of the Original Indenture and this Third First Supplemental Indenture. The 2017 Notes shall bear interest on the principal amount thereof from July 5August 17, 2011 2010 or from the most recent interest payment date to which interest shall have been paid or provided for payment on the 2017 Notes, whichever is later, at the rate of 3.153.850% per annum, payable semi-annually in arrears on January February 15 and July August 15 (each, a “2017 Interest Payment Date”) of in each year, commencing January February 15, 20122011, until the principal of and premium, if any, on the applicable series of 2017 Notes is paid or provided for payment. Interest on the 2017 Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The interest payable, and punctually paid or provided for, on any 2017 Interest Payment Date will, as provided in the Original Indenture, be paid to the Persons in whose names the 2017 Notes (or one or more predecessor 2017 Notes) are registered at the close of business on January February 1 or July August 1 (the “2017 Regular Record Dates”), as the case may be, immediately prior to such 2017 Interest Payment Date, regardless of whether any such 2017 Regular Record Date is a Business Day. Any such interest on the 2017 Notes not so punctually paid or provided for on any 2017 Interest Payment Date shall be payable, as applicable, as provided in the form of 2017 Note annexed hereto as Schedule A to this Third First Supplemental Indenture. For purposes only of providing the disclosure required by the Interest Act (Canada), the yearly rate of interest to which the rate payable under the 2017 Notes is equivalent is the rate payable under the 2017 Notes multiplied by the actual number of days in the relevant calendar year and divided by the number of days in such period. For the foregoing purposes, each year of 360 days and the period of twelve 30-day months comprised in such year shall be deemed to commence on the day of the month from which interest on the 2017 Notes is expressed to accrue upon the original issue thereof. All payments of principal of, premium, if any, and interest on the 2017 Notes will be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, and all references herein to “United States dollars”, “US$U.S.$” or “U.S. dollars” shall be deemed to refer to such coin or currency of the United States of America. If any date on which principal of, premium, if any, and interest on the 2017 Notes is payable is not a Business Day, then payment of the principal of, premium, if any, and interest on that date will be made on the next succeeding day which is a Business Day (and without any additional interest or other payment in respect of any delay), with the same force and effect as if made on such date. The principal of, premium, if any, and interest on the 2017 Notes shall be payable, and the 2017 Notes may be surrendered for exchange, registration, transfer or discharge from registration, at the Corporate Trust Office of the Trustee in the City of New York, New York, and in such other places as the Company may from time to time designate in accordance with the Original Indenture. The Trustee is hereby appointed as the initial Paying Agent and Security Registrar for the 2017 Notes in the City of New York, New York. The 2017 Notes shall be issued only as registered Global Securities, without coupons, in denominations of US$2,000 U.S.$2,000 and any integral multiples of US$1,000 U.S.$1,000 in excess thereof. The 2017 Notes initially will be represented by one or more Global Securities (collectively, the “2017 Global Notes”) registered in the name of The Depository Trust Company, as Depositary or its nominee, or a successor depositary or its nominee. The certificates representing the 2017 Notes shall bear the following legend: “THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES. “UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. “UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.” The 2017 Notes and the certificate of the Trustee endorsed thereon shall be in the form set out in Schedule A to this Third First Supplemental Indenture with such appropriate insertions, omissions, substitutions and variations as the Trustee may approve and shall be numbered in such manner as the Trustee may approve, such approvals of the Trustee concerning any 2017 Note to be conclusively evidenced by its certification of such 2017 Note. The Security Register referred to in Section 305 of the Original Indenture shall, with respect to the 2017 Notes, be kept at the office or agency in the City of New York, New York that the Company may from time to time designate for such purpose (which shall initially be the Corporate Trust Office of the Trustee in the City of New York, New York), and at such other place or places as the Company with the approval of the Trustee may hereafter designate. The 2017 Notes shall be subject to redemption at the option of the Company as provided in Article 5 4 (Optional Redemption of Notes) of this Third First Supplemental Indenture and Article 11 of the Original Indenture and repurchase by the Company as provided in Article 6 5 (Change of Control) of this Third First Supplemental Indenture. The Company shall not otherwise be required to redeem, purchase or repay 2017 Notes pursuant to any mandatory redemption, sinking fund or analogous provision or at the option of the Holders thereof. The 2017 Notes will not be convertible into or exchangeable for securities of any Person. The 2017 Notes shall have the other terms and provisions set forth in the form forms of 2017Note 2017 Notes attached hereto as Schedule A to this Third First Supplemental Indenture with the same force and effect as if such terms and provisions were set forth in full herein.
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