Obligation Canadien National Railway 4.5% ( US136375BZ49 ) en USD

Canadien National Railway

100 % ▲

Canada

US136375BZ49 ( en USD )

4.5% par an ( paiement semestriel )

07/11/2043

Prospectus brochure de l'obligation Canadian National Railway Company US136375BZ49 en USD 4.5%, échéance 07/11/2043

2 000 USD

250 000 000 USD

136375BZ4

A ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

07/05/2026 ( Dans 167 jours )

Canadian National Railway Company est une société ferroviaire nord-américaine qui exploite un vaste réseau ferroviaire traversant le Canada et reliant les États-Unis.

L'Obligation émise par Canadien National Railway ( Canada ) , en USD, avec le code ISIN US136375BZ49, paye un coupon de 4.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 07/11/2043

L'Obligation émise par Canadien National Railway ( Canada ) , en USD, avec le code ISIN US136375BZ49, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Canadien National Railway ( Canada ) , en USD, avec le code ISIN US136375BZ49, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Filed Pursuant to
General Instruction II.K of Form F-9
File No. 333-177633
PROSPECTUS SUPPLEMENT
October 29, 2013
(To Prospectus Dated November 4, 2011)
US$600,000,000

Canadian National Railway Company
US$350,000,000 Floating Rate Notes due 2015
US$250,000,000 4.50% Notes due 2043

The Floating Rate Notes due 2015 (the "Floating Rate Notes") will bear interest at a rate equal to three-month LIBOR plus 0.20%, which rate will be reset quarterly. Interest on
the Floating Rate Notes is payable quarterly on February 6, May 6, August 6 and November 6 of each year, commencing on February 6, 2014. Interest on the 4.50% Notes due
2043 (the "Fixed Rate Notes" and, together with the Floating Rate Notes, the "Offered Securities") is payable semi-annual y on May 7 and November 7 of each year, commencing
on May 7, 2014. The Fixed Rate Notes are redeemable, in whole or in part, at the option of Canadian National Railway Company at any time and from time to time, upon not less
than 30 nor more than 60 days' notice, at the applicable redemption price and subject to the conditions set forth herein. See "Description of Offered Securities Optional
Redemption".
The Offered Securities will be senior unsecured, general obligations of the Company and will rank equally with all of the Company's existing and future senior unsecured
indebtedness, but will be effectively junior to obligations of the Company's subsidiaries. See "Description of Offered Securities General".

This offering is made by a Canadian issuer that is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this
prospectus supplement and the accompanying prospectus in accordance with the disclosure requirements of all the provinces and territories of Canada.
Prospective investors in the United States should be aware that such requirements are different from those of the United States.
Prospective investors should be aware that the acquisition of the Offered Securities described herein may have tax consequences both in the United States and in
Canada. Such consequences for investors who are resident in, or citizens of, the United States may not be fully described herein.
The enforcement by investors of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Company is a Canadian
corporation, that some of its officers and directors are residents of Canada, that some of the underwriters or experts named in the registration statement are
residents of Canada and that a substantial portion of the assets of the Company and said persons may be located outside the United States.
These securities have not been approved or disapproved by the U.S. Securities and Exchange Commission (the "SEC") or any U.S. state securities regulator nor
has the SEC or any U.S. state securities regulator passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.

Per Floating Rate Note

Total

Per Fixed Rate Note

Total

Public
offering
price(1)

100.000%

US$350,000,000
98.222%

US$245,555,000
Underwriting
commissions

0.250%
US$875,000

0.875%

US$2,187,500
Proceeds to the Company (before expenses)(1)

99.750%

US$349,125,000

97.347%

US$243,367,500
(1) Plus accrued interest, if any, from November 7, 2013, if settlement occurs after that date.
The underwriters are offering the Offered Securities subject to various conditions. The underwriters expect to deliver the Offered Securities to purchasers in book-entry form only
through the facilities of The Depository Trust Company on or about November 7, 2013.
There is no established trading market through which the Offered Securities may be sold and investors may not be able to resell the Offered Securities purchased
under this prospectus supplement and the accompanying prospectus. This may affect the pricing of the Offered Securities in the secondary market, the
transparency and availability of trading prices, the liquidity of the securities, and the extent of issuer regulation.
In connection with the offering of the Offered Securities, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the Offered Securities.
Such transactions, if commenced, may be discontinued at any time. See "Underwriting".
The underwriters are affiliates of banks which are members of a syndicate of financial institutions that has made available to the Company a revolving credit
facility. Accordingly, under applicable Canadian securities laws, the Company may be considered a "connected issuer" of such underwriters. See "Underwriting".

Joint Book-Running Managers

BofA Merrill Lynch

Citigroup

J.P. Morgan
Senior Co-Managers
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BNP PARIBAS

HSBC
Co-Managers
BMO Capital Markets

RBC Capital Markets

Scotiabank

TD Securities

Wells Fargo Securities

Mitsubishi UFJ Securities

US Bancorp
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We have not, and the underwriters have not, authorized anyone to provide you with any information other than that
contained in or incorporated by reference in this prospectus supplement, the accompanying prospectus and any related free
writing prospectus we file with the SEC. We and the underwriters take no responsibility for, and can provide no assurance as
to the reliability of, any other information that others may give you. We are not, and the underwriters are not, making an offer
of these Offered Securities in any jurisdiction where the offer is not permitted. You should not assume that the information
contained in or incorporated by reference in this prospectus supplement, the accompanying prospectus or any related free
writing prospectus we file with the SEC is accurate as of any date other than the date hereof or the date of such incorporated
information. Our business, financial condition, results of operations and prospects may have changed since those respective
dates.
TABLE OF CONTENTS

Prospectus Supplement

Page
Documents Incorporated By Reference

S-3
Use of Proceeds

S-4
Consolidated Capitalization

S-4
Earnings Coverage Ratios

S-4
Description of Offered Securities

S-5
Material U.S. Federal Income Tax Consequences

S-14
Material Canadian Income Tax Consequences

S-15
Underwriting

S-16
Legal Matters

S-18
Independent Auditors

S-18
Prospectus

Page
Documents Incorporated By Reference

2

Available Information

3

Statement Regarding Forward-Looking Information

3

The Company

4

Use of Proceeds

4

Consolidated Capitalization

4

Earnings Coverage Ratios

5

Description of Securities

5

Plan of Distribution

9

Risk Factors

9

Taxation

9

Legal Matters

10

Independent Auditors

10

Enforceability of Civil Liabilities under the U.S. Federal Securities Laws

10

Documents Filed as Part of The Registration Statement

10

In this prospectus supplement, unless the context otherwise indicates, the "Company", "CN", "we", "us" and "our" each refer to
Canadian National Railway Company and its subsidiaries. All dollar amounts referred to in this prospectus supplement are in
Canadian dollars unless otherwise specifically expressed.

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DOCUMENTS INCORPORATED BY REFERENCE
The following documents, filed with the securities commission or other similar authority in each of the provinces and territories
of Canada, are incorporated by reference in, and form an integral part of, this prospectus supplement and the accompanying
prospectus:

(1) the Annual Information Form of the Company dated February 1, 2013 for the year ended December 31, 2012;

(2) the audited consolidated financial statements of the Company for the years ended December 31, 2012 and 2011 and notes

related thereto, together with the Reports of Independent Registered Public Accounting Firm thereon and on the
effectiveness of the Company's internal control over financing reporting;

(3) the Company's Management's Discussion and Analysis for the year ended December 31, 2012;

(4) the Company's Management Information Circular dated March 12, 2013 prepared in connection with the Company's annual

meeting of shareholders held on April 23, 2013;

(5) the unaudited interim consolidated financial statements of the Company for the three months and nine months ended

September 30, 2013 and notes related thereto; and

(6) the Company's Management's Discussion and Analysis related to the three months and nine months ended September 30,

2013.
Any document of the type referred to in the preceding paragraph and all material change reports (excluding confidential material
change reports) filed by the Company with securities commissions or similar authorities in the provinces and territories of Canada
subsequent to the date of this prospectus supplement and prior to the termination of any offering under this prospectus supplement
shall be deemed to be incorporated by reference into this prospectus supplement and the accompanying prospectus.
Any statement contained in this prospectus supplement or the accompanying prospectus or in a document incorporated or
deemed to be incorporated by reference in this prospectus supplement or the accompanying prospectus shall be deemed to be
modified or superseded, for purposes of this prospectus supplement and the accompanying prospectus, to the extent that a
statement contained in this prospectus supplement or the accompanying prospectus or in any other subsequently filed
document that also is, or is deemed to be, incorporated by reference in this prospectus supplement or the accompanying
prospectus modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified
or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The
making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or
superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to
state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the
circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this prospectus supplement or the accompanying prospectus.
Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate
Secretary, Canadian National Railway Company, 935 de La Gauchetière Street West, Montreal, Québec, H3B 2M9 (telephone:
(514) 399-7091), and are also available electronically at www.sedar.com.

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USE OF PROCEEDS
The net proceeds to the Company from the sale of the Offered Securities will be approximately US$592 million after deducting
the underwriting commissions and other expenses related to the offering. The Company plans to use such net proceeds for general
corporate purposes, including the redemption and refinancing of outstanding indebtedness.
CONSOLIDATED CAPITALIZATION
The following table sets forth the consolidated capitalization of the Company as at December 31, 2012 and September 30, 2013
based on U.S. generally accepted accounting principles ("U.S. GAAP") and the latter as adjusted to give effect to the issuance of the
Offered Securities assuming the use of proceeds therefrom for the redemption and refinancing of outstanding indebtedness.
The data under the columns "As at December 31, 2012" and "As at September 30, 2013" in the table below has been derived
from, and should be read in conjunction with, our audited consolidated financial statements for the year ended December 31, 2012
and our unaudited interim consolidated financial statements for the nine months ended September 30, 2013 and the related notes
thereto, respectively, incorporated by reference in this prospectus supplement and the accompanying prospectus.

As at
As at
As adjusted as at

December 31, 2012

September 30, 2013

September 30, 2013

(in
millions)

Current portion of long-term debt

$
577

$
1,488

$
878
Long-term debt

6,323

6,010

6,010

Offered Securities(1)

--

--

614

Total debt

6,900

7,498

7,502

Shareholders' equity

Common shares

4,108

4,036

4,036

Accumulated other comprehensive loss

(3,257)

(3,080)

(3,080)
Retained earnings

10,167

10,611

10,611

Total shareholders' equity

11,018

11,567

11,567

Total capitalization

$
17,918

$
19,065

$
19,069

(1) Converted into Canadian dollars using the folowing exchange rate: US$1.00 = $1.0303 as at September 30, 2013.
EARNINGS COVERAGE RATIOS
The following earnings coverage ratios are calculated for the twelve-month periods ended December 31, 2012 and
September 30, 2013 and give effect to the issuance of all long-term debt of the Company and repayment and redemption thereof since
the beginning of such twelve-month periods, respectively and the issuance of the Offered Securities assuming the use of proceeds
therefrom for the redemption and refinancing of outstanding indebtedness, as if these transactions had occurred on the first day of such
twelve-month periods, respectively.
Based on U.S. GAAP, the Company's interest expense requirements would have amounted to approximately $354 million and
$361 million for the twelve-month periods ended December 31, 2012 and September 30, 2013, respectively. The Company's earnings
before interest expense and income taxes for the twelve-month periods ended December 31, 2012 and September 30, 2013 would
have been approximately $4,000 million and $3,898 million, respectively, which is 11.3 times and 10.8 times the Company's interest
expense requirements for such periods.

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DESCRIPTION OF OFFERED SECURITIES
The description of the Offered Securities in this prospectus supplement supplements the description of the Company's securities
contained in the accompanying prospectus. If the descriptions contained in these documents are inconsistent, the description contained
in this prospectus supplement controls. Capitalized terms used but not defined herein have the meanings given to them in the
accompanying prospectus.
Unless otherwise indicated, references to "CN", the "Company", or "we" in this "Description of Offered Securities" are to
Canadian National Railway Company but not to any of its subsidiaries.
General
The Offered Securities will be issued in fully registered form in minimum denominations of US$2,000 and integral multiples of
US$1,000 in excess thereof under an indenture dated as of June 1, 1998 as amended from time to time (the "U.S. Indenture") between
the Company and The Bank of New York Mellon, as trustee (the "U.S. Trustee"). The aggregate principal amount of the Floating Rate
Notes will be initially limited to US$350,000,000 and the aggregate principal amount of the Fixed Rate Notes will be initially limited
to US$250,000,000. The U.S. Indenture does not limit the amount of debt securities that may be issued by the Company. The Offered
Securities will be senior unsecured, general obligations of the Company and will rank equally with all of the Company's existing and
future senior unsecured debt.
The Company conducts a substantial portion of its operations through its subsidiaries. Claims of creditors of the Company's
subsidiaries generally have priority with respect to the assets and earnings of those subsidiaries over the claims of creditors of the
Company, including holders of the Offered Securities. The Offered Securities therefore are effectively subordinated to creditors of the
Company's subsidiaries. The Offered Securities are also subordinated to any liabilities of the Company that are secured by any of the
Company's assets including, without limitation, those under capital leases.
The Company and its subsidiaries may incur additional obligations in the future.
The Floating Rate Notes and the Fixed Rate Notes will mature on November 6, 2015 and November 7, 2043, respectively. The
Fixed Rate Notes are subject to earlier optional redemption as described under "Optional Redemption" below. The Offered
Securities are not entitled to the benefit of any sinking fund.
Transfers of the Offered Securities are registrable and principal is payable at the corporate trust office of the U.S. Trustee at 101
Barclay Street, Floor 7E, New York, New York 10286, Attention: Global Trust Services. The Offered Securities will initially be
issued in global form. See "Global Securities" below.
Interest on the Floating Rate Notes
We will pay interest on the Floating Rate Notes at a rate per annum equal to three-month LIBOR plus 0.20%, which rate will be
reset quarterly as described below. We will pay interest on the Floating Rate Notes quarterly in arrears on February 6, May 6,
August 6 and November 6 of each year, commencing on February 6, 2014 (each an "interest payment date") in each case to the holder
of record of such Floating Rate Notes on January 22, April 21, July 22 and October 22, as applicable, immediately preceding the
interest payment date for such Floating Rate Notes.
Interest on the Floating Rate Notes will accrue from, and including, November 7, 2013 (the "Original Issue Date"), to, but
excluding, the first interest payment date for the Floating Rate Notes and then from, and including, the immediately preceding interest
payment date for the Floating Rate Notes to which interest has been paid or duly provided for to, but excluding, the next interest
payment date for the Floating Rate Notes or the maturity date for the Floating Rate Notes, as the case may be. We refer to each of
these periods as an "interest period." The amount of accrued interest that we will pay for any interest period can be calculated by
multiplying the principal amount of the Floating Rate Notes by an accrued interest factor. This accrued interest factor is computed by
adding the interest factor calculated for each day from the Original Issue Date, or from the last interest payment date for the Floating
Rate Notes to which interest has been paid or duly provided for, to the date for which accrued interest is being calculated. The
interest factor for each day is computed by dividing the interest rate applicable to that day by 360. If the maturity date

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of the Floating Rate Notes falls on a day that is not a business day, we will pay principal and interest on the next succeeding day that
is a business day, with the same effect as if payment were made on the due date, except that if that business day is in the next
succeeding calendar month, the interest payment date will be the immediately preceding business day.
The term "business day" with respect to the Floating Rate Notes means any day other than a Saturday, a Sunday or a day on
which banking institutions in New York City are authorized or obligated by law to close; provided that such day is also a London
business day. "London business day" means any day on which commercial banks are open for business, including dealings in U.S.
dollars, in London.
The interest rate on the Floating Rate Notes will be calculated by the calculation agent, which will be an independent investment
banking or commercial banking institution of international standing appointed by us, and will be equal to three-month LIBOR plus
0.20%, except that the interest rate in effect for the period from the Original Issue Date to but excluding February 6, 2014, the initial
interest reset date, as defined below, will be established by us as the rate for deposits in U.S. dollars having a maturity of three
months commencing on the Original Issue Date that appears on the Designated LIBOR Page, as defined below, as of 11:00 a.m.,
London time, on November 5, 2013, plus 0.20%. The calculation agent will reset the interest rate on each interest payment date, each
of which we refer to as an "interest reset date." The second London business day preceding an interest reset date will be the "interest
determination date" for that interest reset date. The interest rate in effect on each day that is not an interest reset date will be the
interest rate determined as of the interest determination date pertaining to the immediately preceding interest reset date, except that the
interest rate in effect for the period from and including the Original Issue Date to but excluding the initial interest reset date will be
the initial interest rate. The interest rate in effect on any day that is an interest reset date will be the interest rate determined as of the
interest determination date pertaining to that interest reset date.
"LIBOR" will be determined by the calculation agent in accordance with the following provisions:

(1) With respect to any interest determination date, LIBOR will be the rate for deposits in U.S. dollars having a maturity of
three months commencing on the first day of the applicable interest period that appears on the Designated LIBOR Page as

of 11:00 a.m., London time, on that interest determination date. If no such rate appears, then LIBOR, in respect to that
interest determination date, will be determined in accordance with the provisions described in (2) below.

(2) With respect to an interest determination date on which no rate appears on the Designated LIBOR Page, as specified in
(1) above, the calculation agent will request the principal London offices of each of four major reference banks in the
London interbank market, as selected by us, to provide the calculation agent with its offered quotation for deposits in U.S.
dollars for the period of three months, commencing on the first day of the applicable interest period, to prime banks in the
London interbank market at approximately 11:00 a.m., London time, on that interest determination date and in a principal
amount that is representative for a single transaction in U.S. dollars in that market at that time. If at least two quotations are

provided, then LIBOR on that interest determination date will be the arithmetic mean of those quotations. If fewer than two
quotations are provided, then LIBOR on the interest determination date will be the arithmetic mean of the rates quoted at
approximately 11:00 a.m., in New York City, on the interest determination date by three major banks in New York City
selected by us for loans in U.S. dollars to leading European banks, having a three-month maturity and in a principal amount
that is representative for a single transaction in U.S. dollars in that market at that time; provided, however, that if the banks
selected by us are not providing quotations in the manner described in this sentence, LIBOR determined as of that interest
determination date will be LIBOR in effect on that interest determination date.
"The Designated LIBOR Page" means the Reuters screen "LIBOR01" page, or any successor page on Reuters selected by us
with the consent of the calculation agent, or if we determine that no such successor page shall exist on Reuters, an equivalent page on
any successor service selected by us with the consent of the calculation agent.
Interest on the Fixed Rate Notes
Interest will accrue on the principal amount of the Fixed Rate Notes at the annual rate of 4.50%, from and including the Original
Issue Date to but excluding the date on which the principal amount is paid in full. Interest

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accrued on the Fixed Rate Notes will be payable semi-annually in arrears on May 7 and November 7 of each year, commencing on
May 7, 2014 in each case to the holder of record of such Fixed Rate Notes on April 22 or October 23 preceding the next interest
payment date. Interest on the Fixed Rate Notes will be computed on the basis of a 360-day year of twelve 30-day months.
If any interest, principal or other payment to be made in respect of the Fixed Rate Notes would otherwise be due on a day that is
not a business day, payment may be made on the next succeeding day that is a business day, with the same effect as if payment were
made on the due date. The term "business day" in respect of the Fixed Rate Notes means any day other than a Saturday, a Sunday or a
day on which banking institutions in New York City are authorized or obligated by law to close.
Optional Redemption
The Floating Rate Notes will not be redeemable at the option of the Company.
The Fixed Rate Notes will be redeemable, in whole or in part, at the option of the Company at any time and from time to time,
upon not less than 30 nor more than 60 days' notice. The redemption price for the Fixed Rate Notes to be redeemed on any
redemption date that is prior to May 7, 2043 will be equal to the greater of (i) 100% of the principal amount of the Fixed Rate Notes
to be redeemed and (ii) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled
payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the date of
redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate plus 15 basis points, plus, in either case, accrued and unpaid interest thereon to the date of redemption. The
redemption price for the Fixed Rate Notes to be redeemed on any redemption date that is on or after May 7, 2043 will be equal to
100% of the principal amount of the Fixed Rate Notes being redeemed on the redemption date, plus accrued and unpaid interest on the
Fixed Rate Notes to the redemption date. Unless the Company defaults in payment of the redemption price, on and after the
redemption date, interest will cease to accrue on the Fixed Rate Notes or portions thereof called for redemption on such date.
"Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as
having an actual or interpolated maturity comparable to the remaining term of the Fixed Rate Notes that would be utilized, at the time
of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Fixed Rate Notes.
"Comparable Treasury Price" means, with respect to any redemption date, (i) the average of the Reference Treasury Dealer
Quotations for such redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations (if any), or
(ii) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such
quotations.
"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by the Company.
"Reference Treasury Dealer" means each of Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Merrill Lynch,
Pierce, Fenner & Smith Incorporated plus two other securities dealers selected by the Company or their affiliates which are primary
U.S. Government securities dealers and their respective successors; provided, however, that if any of the foregoing or their affiliates
shall cease to be a primary U.S. Government securities dealer in New York City (a "Primary Treasury Dealer"), the Company shall
substitute therefor another Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the
average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 3:30
P.M. (New York City time) on the third business day preceding such redemption date.
"Treasury Rate" means, with respect to any redemption date with respect to the Fixed Rate Notes, the rate per annum equal to
the semi-annual equivalent yield to maturity of, or interpolated (on a day count basis) from, the

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Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption date.
Change of Control Repurchase Event
If a change of control repurchase event occurs with respect to either or both of the Floating Rate Notes or the Fixed Rate Notes,
unless we have exercised our right to redeem the Fixed Rate Notes as described above, we will be required to make an offer to each
holder of either or both of the Floating Rate Notes or the Fixed Rate Notes, as the case may be, to repurchase all or any part (in
minimum denominations of US$2,000 and integral multiples of US$1,000 in excess thereof) of that holder's Floating Rate Notes or
Fixed Rate Notes, as the case may be, at a repurchase price in cash equal to 101% of the aggregate principal amount of such
securities repurchased plus any accrued and unpaid interest on the securities repurchased to, but not including, the date of repurchase.
Within 30 days following a change of control repurchase event or, at our option, prior to a change of control, but after the public
announcement of the change of control, we will mail a notice to each holder, with a copy to the U.S. Trustee, describing the
transaction or transactions that constitute or may constitute the change of control repurchase event and offering to repurchase
securities on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the
date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the change of control, state that the offer to
purchase is conditioned on a change of control repurchase event occurring on or prior to the payment date specified in the notice. The
Company will comply with the requirements of Rule 14e-1 under the U.S. Securities Exchange Act of 1934, as amended, (the
"Exchange Act"), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in
connection with the repurchase of the Offered Securities as a result of a change of control repurchase event. To the extent that the
provisions of any securities laws or regulations conflict with the change of control repurchase event provisions of the Offered
Securities, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its
obligations under the change of control repurchase event provisions of the Offered Securities by virtue of such conflict.
On the repurchase date following a change of control repurchase event, the Company will, to the extent lawful:

(1) accept for payment all Floating Rate Notes and Fixed Rate Notes or portions of Floating Rate Notes and Fixed Rate Notes,

as applicable, properly tendered pursuant to its offer;

(2) deposit with the U.S. Trustee an amount equal to the aggregate purchase price in respect of all Floating Rate Notes and

Fixed Rate Notes or portions of Floating Rate Notes and Fixed Rate Notes, as applicable, properly tendered; and

(3) deliver or cause to be delivered to the U.S. Trustee the Offered Securities properly accepted, together with an officers'

certificate stating the aggregate principal amount of Offered Securities being purchased by the Company.
The U.S. Trustee will promptly deliver by wire transfer to each holder of Offered Securities properly tendered the purchase
price for the Offered Securities, and the U.S. Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to
each holder a new security equal in principal amount to any unpurchased portion of any Offered Securities surrendered; provided that
each new security will be in a minimum denomination of US$2,000 and integral multiples of US$1,000 in excess thereof.
The Company will not be required to make an offer to repurchase the Floating Rate Notes or the Fixed Rate Notes, as
applicable, upon a change of control repurchase event if a third party makes such an offer in the manner, at the times and otherwise in
compliance with the requirements for an offer made by the Company and such third party purchases all Floating Rate Notes or Fixed
Rate Notes, as applicable, properly tendered and not withdrawn under its offer.
For purposes of the foregoing discussion of a repurchase at the option of holders, the following definitions are applicable:
"below investment grade ratings event" means, with respect to the Floating Rate Notes or the Fixed Rate Notes, as the case
may be, on any day within the 60-day period (which period shall be extended so long as the rating of the

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Floating Rate Notes or the Fixed Rate Notes, as the case may be, is under publicly announced consideration for a possible downgrade
by any of the rating agencies) after the earlier of (1) the occurrence of a change of control; or (2) public notice of the occurrence of a
change of control or the intention by the Company to effect a change of control, the Floating Rate Notes or the Fixed Rate Notes, as the
case may be, are rated below investment grade by at least two of three rating agencies if there are three rating agencies, or all of the
rating agencies if there are less than three rating agencies. Notwithstanding the foregoing, a below investment grade ratings event
otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular change of
control (and thus shall not be deemed a below investment grade ratings event for purposes of the definition of change of control
repurchase event hereunder) if the rating agencies making the reduction in rating to which this definition would otherwise apply do
not announce or publicly confirm that the reduction was the result, in whole or in part, of any event or circumstance comprised of or
arising as a result of, or in respect of, the applicable change of control (whether or not the applicable change of control shall have
occurred at the time of the ratings event).
"change of control" means the consummation of any transaction (including, without limitation, any merger or consolidation) the
result of which is that any "person" or "group" (as those terms are used in Section 13(d)(3) of the Exchange Act), other than the
Company or its subsidiaries, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly
or indirectly, of more than 50% of the combined voting power of the Company's voting stock or other voting stock into which the
Company's voting stock is reclassified, consolidated, exchanged or changed measured by voting power rather than number of shares.
"change of control repurchase event" means the occurrence of both a change of control and a below investment grade ratings
event with respect to the Floating Rate Notes or the Fixed Rate Notes, as the case may be.
"DBRS" means DBRS Limited.
"investment grade" means a rating of Baa3 or better by Moody's (or its equivalent under any successor rating categories of
Moody's); a rating of BBB- or better by S&P (or its equivalent under any successor rating categories of S&P); a rating of BBB (low)
or better by DBRS (or its equivalent under any successor rating categories of DBRS); and the equivalent investment grade credit
rating from any additional rating agency or rating agencies selected by the Company.
"Moody's" means Moody's Investors Service, Inc.
"rating agency" means (1) each of Moody's, DBRS and S&P; and (2) if any of Moody's, DBRS and S&P ceases to rate the
Offered Securities or fails to make a rating of the Offered Securities publicly available for reasons outside of the Company's control,
a "nationally recognized statistical rating organization" within the meaning of Section 3(a)(62) of the Exchange Act, selected by the
Company (as certified by the Company's Chief Executive Officer or Chief Financial Officer) as a replacement agency for Moody's,
DBRS and S&P, or all of them, as the case may be.
"S&P" means Standard & Poor's Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc.
"voting stock" of any specified "person" (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date means the
capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.
The change of control repurchase event feature of the Floating Rate Notes and Fixed Rate Notes may in certain circumstances
make more difficult or discourage a sale or takeover of the Company and, thus, the removal of incumbent management. The Company
could, in the future, enter into certain transactions, including asset sales, acquisitions, refinancings or other recapitalizations, that
would not constitute a change of control repurchase event under the Floating Rate Notes or Fixed Rate Notes, but that could increase
the amount of indebtedness outstanding at such time or otherwise affect the Company's capital structure or credit ratings on the
Floating Rate Notes and Fixed Rate Notes.
The Company may not have sufficient funds to repurchase all the Floating Rate Notes or Fixed Rate Notes upon a change of
control repurchase event.

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