Obligation Brookfield Asset Management 5.29% ( CA112585AC87 ) en CAD

Société émettrice Brookfield Asset Management
Prix sur le marché 100 %  ⇌ 
Pays  Canada
Code ISIN  CA112585AC87 ( en CAD )
Coupon 5.29% par an ( paiement annuel )
Echéance 25/04/2017 - Obligation échue



Prospectus brochure de l'obligation Brookfield AM CA112585AC87 en CAD 5.29%, échue


Montant Minimal 1 000 CAD
Montant de l'émission 250 000 000 CAD
Cusip 112585AC8
Description détaillée Brookfield Asset Management est une société mondiale de gestion d'actifs axée sur les investissements alternatifs dans l'immobilier, les infrastructures, les énergies renouvelables et les crédits privés.

L'Obligation émise par Brookfield Asset Management ( Canada ) , en CAD, avec le code ISIN CA112585AC87, paye un coupon de 5.29% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 25/04/2017







This prospectus supplement together with the short form base shelf prospectus to which it relates dated November 6, 2006, as amended or supplemented,
and each document deemed to be incorporated by reference in the short form base shelf prospectus, as amended or supplemented, constitutes a public
offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such
securities. No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.
Information has been incorporated by reference in this prospectus supplement and the short form base shelf prospectus to which it relates dated
November 6, 2006, as amended or supplemented, from documents filed with securities commissions or similar authorities in Canada. Copies of the
documents incorporated herein by reference may be obtained on request without charge from the office of the Corporate Secretary of the Company at
Suite 300, BCE Place, 181 Bay Street, Toronto, Ontario, Canada, M5J 2T3 Telephone: (416) 363 9491, and are also available electronically at
www.sedar.com. For the purpose of the Province of Québec, this simplified prospectus contains information to be completed by consulting the permanent
information record. A copy of the permanent information record may be obtained without charge from the office of the Corporate Secretary of the
Company at the above-mentioned address and phone number and is also available electronically at www.sedar.com.
PROSPECTUS SUPPLEMENT
(to a Short Form Base Shelf Prospectus Dated November 6, 2006)
New Issue
April 20, 2007
$250,000,000
BROOKFIELD ASSET MANAGEMENT INC.
5.29% Notes due 2017
We will pay interest on the notes each April 25 and October 25. We will make the first interest payment on October 25,
2007. Unless we redeem the notes earlier, the notes will mature on April 25, 2017. We may redeem some or all of the notes
at any time at 100% of the principal amount plus a make-whole premium. We will be required to make an offer to purchase
the notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest to the date of repurchase
upon the occurrence of a Change of Control Triggering Event (as defined herein).
The notes will not be listed on a securities exchange or quotation system and consequently, there is no market
through which the notes may be sold and purchasers may not be able to resell the notes purchased under this
prospectus supplement. This may affect the pricing of the securities in the secondary market, the transparency and
availability of trading prices, the liquidity of the securities and the extent of issuer regulation. See "Risk Factors".
Per Note
Total
Public Offering Price. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.992%
$249,980,000
Agents' Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.4%
$1,000,000
Proceeds to Brookfield (before expenses) . . . . . . . . . . . . . . . . . . . . . .
99.592%
$248,980,000
Interest on the notes will accrue from April 25, 2007.
Scotia Capital Inc., RBC Dominion Securities Inc., CIBC World Markets Inc., BMO Nesbitt Burns Inc., HSBC Securities
(Canada) Inc., National Bank Financial Inc., TD Securities Inc. and Trilon Securities Corporation (collectively, the
"Agents"), as agents, conditionally offer the notes for sale on a best efforts basis subject to prior sale, if, as and when
issued by us in accordance with the conditions contained in the agency agreement referred to under "Plan of Distribution".
In connection with this offering, the Agents may over-allot or effect transactions which stabilize or maintain the market
price of the notes at levels other than those which otherwise might prevail on the open market. Such transactions, if
commenced, may be discontinued at any time. See "Plan of Distribution".
Under Canadian securities legislation, we are considered to be a related issuer of Trilon Securities Corporation, one of the
Agents, as we own more than 20% of the voting securities of Trilon Securities Corporation. See "Plan of Distribution".
Delivery of the notes, in book-entry form only, will be made on or about April 25, 2007.


You should rely only on the information contained in or incorporated by reference in this prospectus
supplement and the accompanying base shelf prospectus. We have not authorized anyone to provide you with
different information. You should not assume that the information contained in this prospectus supplement or the
accompanying base shelf prospectus is accurate as of any date other than the date on the front of this prospectus
supplement.
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
DOCUMENTS INCORPORATED BY
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . .
S-5
REFERENCE . . . . . . . . . . . . . . . . . . . . . . . .
S-1
CREDIT RATINGS . . . . . . . . . . . . . . . . . . . . .
S-6
SPECIAL NOTE REGARDING FORWARD-
DESCRIPTION OF THE NOTES . . . . . . . . . . .
S-6
LOOKING INFORMATION . . . . . . . . . . . . .
S-1
CERTAIN CANADIAN FEDERAL INCOME
PRESENTATION OF FINANCIAL
TAX CONSIDERATIONS . . . . . . . . . . . . . . .
S-14
INFORMATION . . . . . . . . . . . . . . . . . . . . . .
S-2
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . .
S-15
INTEREST COVERAGE RATIOS . . . . . . . . . .
S-2
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-16
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-3
STATUTORY RIGHTS OF WITHDRAWAL
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . .
S-5
AND RESCISSION . . . . . . . . . . . . . . . . . . .
S-16
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . .
S-5
AUDITORS' CONSENT . . . . . . . . . . . . . . . . . .
S-17
CONCURRENT TRANSACTION. . . . . . . . . . .
S-5
CERTIFICATE OF THE AGENTS . . . . . . . . . .
S-18
BASE SHELF PROSPECTUS
DOCUMENTS INCORPORATED BY
DESCRIPTION OF DEBT SECURITIES . . . . . .
5
REFERENCE. . . . . . . . . . . . . . . . . . . . . . . . .
1
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . .
12
AVAILABLE INFORMATION . . . . . . . . . . . . . .
2
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . .
13
SPECIAL NOTE REGARDING FORWARD-
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . .
14
LOOKING INFORMATION . . . . . . . . . . . . . .
2
DOCUMENTS FILED AS PART OF THE
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . .
3
REGISTRATION STATEMENT . . . . . . . . . . .
14
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . .
4
STATUTORY RIGHTS OF WITHDRAWAL
DESCRIPTION OF CAPITAL STRUCTURE . . .
4
AND RESCISSION . . . . . . . . . . . . . . . . . . . .
14
DESCRIPTION OF THE PREFERENCE
AUDITORS' CONSENT . . . . . . . . . . . . . . . . . .
A-1
SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
CERTIFICATE OF THE COMPANY . . . . . . . . .
C-1
As used in this prospectus supplement, unless the context otherwise indicates, references to "we", "us" and the
"Company" refer to Brookfield Asset Management Inc. and references to "Brookfield" refer to the Company and its
direct and indirect subsidiaries.


DOCUMENTS INCORPORATED BY REFERENCE
This prospectus supplement is deemed to be incorporated by reference into the accompanying base shelf prospectus
dated November 6, 2006 solely for the purpose of the notes offered hereunder. Other documents are also incorporated, or
are deemed to be incorporated, by reference into the base shelf prospectus and reference should be made to the base shelf
prospectus for full particulars thereof.
The following documents, filed with the securities regulatory authorities in each of the provinces and territories of
Canada, are specifically incorporated by reference in, and form an integral part of, this prospectus supplement and the
base shelf prospectus:
(a)
our renewal annual information form dated March 30, 2007;
(b)
our audited comparative consolidated financial statements and the notes thereto for the years ended
December 31, 2006 and 2005, together with the report of the auditors thereon, found at pages 71 through
104 of our 2006 annual report;
(c)
the management's discussion and analysis for the audited comparative consolidated financial statements
referred to in paragraph (b) above, found at pages 7 through 70 of our 2006 annual report; and
(d)
our management information circular dated March 20, 2007.
All of our documents of the type referred to above and any material change reports (excluding confidential reports)
which are required to be filed by us with the Ontario Securities Commission after the date of this prospectus supplement
and prior to the termination of this offering shall be deemed to be incorporated by reference into this prospectus
supplement.
Any statement contained in this prospectus supplement, the base shelf prospectus or in a document incor-
porated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the
purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement, the
base shelf prospectus or in any other subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes that statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this prospectus supplement.
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION
This prospectus supplement and the documents incorporated by reference herein contain forward-looking infor-
mation and other "forward-looking statements", within the meaning of certain securities laws including Section 27A of
the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, "safe harbor"
provisions of the United States Private Securities Litigation Reform Act of 1995 and in any applicable Canadian securities
regulations. We may make such statements in this prospectus supplement, in other filings with Canadian regulators or the
United States Securities and Exchange Commission or in other communications. These forward-looking statements
include among others, statements with respect to our financial and operating objectives and strategies to achieve those
objectives, capital committed to our funds, the potential growth of our asset management business and the related revenue
streams therefrom, statements with respect to the prospects for increasing our cash flow from or continued achievement of
targeted returns on our investments, as well as the outlook for the Company's businesses and other statements with respect
to our beliefs, outlooks, plans, expectations, and intentions.
The words "believe", "expect", "anticipate", "intend", "estimate" and other expressions of similar import, or the
negative variations thereof are predictions of or indicate future events, trends or prospects, identify forward-looking
statements. Although the Company believes that the anticipated future results, performance or achievements expressed or
implied by the forward-looking statements and information are based upon reasonable assumptions and expectations, the
reader should not place undue reliance on forward-looking statements and information because they involve known and
unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the
Company to differ materially from anticipated future results, performance or achievement expressed or implied by such
forward-looking statements and information.
S-1


Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking
statements include: economic and financial conditions in the countries in which we do business; the behavior of financial
markets including fluctuations in interest and exchange rates; availability of equity and debt financing; strategic actions
including dispositions; the ability to effectively integrate acquisitions into existing operations and the ability to attain
expected benefits; the Company's continued ability to attract institutional partners to its specialty funds; adverse
hydrology conditions; regulatory and political factors within the countries in which the Company operates; acts of God,
such as earthquakes and hurricanes; the possible impact of international conflicts and other developments including
terrorist acts; and other risks and factors detailed from time to time in the Company's Form 40-F filed with the United
States Securities and Exchange Commission as well as other documents filed by the Company with the securities
regulators in Canada and the United States including in its annual information form and management's discussion and
analysis under the heading "Business Environment and Risks."
We caution that the forgoing list of important factors that may affect future results is not exhaustive. When relying on
our forward looking statements to make decisions with respect to the Company, investors and others should carefully
consider the forgoing factors and other uncertainties and potential events. The Company undertakes no obligation to
publicly update or revise any forward-looking statements or information, whether written or oral, that may need to be
updated as a result of new information, future events or otherwise.
PRESENTATION OF FINANCIAL INFORMATION
The Company publishes its consolidated financial statements in United States dollars. In this prospectus
supplement, unless otherwise specified or the context otherwise requires, all dollar amounts are expressed in
Canadian dollars and references to "US$" are to United States dollars and references to "Cdn$" and "$" are to
Canadian dollars.
Under the heading "Recent Developments" there are references to cash flow from operations. Cash flow from
operations is an non-GAAP measure which does not have a standardized meaning prescribed by GAAP and therefore may
not be comparable to similar measures presented by other companies.
INTEREST COVERAGE RATIOS
The Company's interest requirements, after giving effect to the issue of the notes and the application of the estimated
net proceeds thereof, for the 12 months ended December 31, 2006 and December 31, 2005 amounted to US$1,220 million
and US$903 million, respectively. The Company's earnings before interest and income tax for the 12 months ended
December 31, 2006 and December 31, 2005 were US$2,595 million and US$2,853 million, respectively, which are
2.1 times and 3.2 times the Company's interest requirements for the respective periods.
S-2


SUMMARY
The following is a brief summary of the terms of this offering. For a more complete description of the terms of the
notes, see "Description of the Notes" in this prospectus supplement and "Description of Debt Securities" in the base shelf
prospectus.
Issuer . . . . . . . . . . . . . . . . . . . . . . . . . .
Brookfield Asset Management Inc.
Securities Offered . . . . . . . . . . . . . . . .
$250,000,000 principal amount of 5.29% notes due April 25, 2017.
Maturity Date . . . . . . . . . . . . . . . . . . .
April 25, 2017.
Interest Rate . . . . . . . . . . . . . . . . . . . .
5.29% per annum.
Interest Payment Dates . . . . . . . . . . . .
April 25 and October 25 each year, beginning on October 25, 2007.
Rank . . . . . . . . . . . . . . . . . . . . . . . . . .
The notes will rank equally with other unsecured debt.
Redemption . . . . . . . . . . . . . . . . . . . . .
The notes are redeemable, at any time at the Company's option, at a
redemption price equal to the principal amount thereof plus accrued and
unpaid interest and a make-whole premium, as more fully described under
"Description of the Notes -- Optional Redemption".
Further Issues . . . . . . . . . . . . . . . . . . .
We may from time to time, without the consent of the holders of the notes,
create and issue further notes having the same terms and conditions in all
respects as the notes being offered hereby, except for the issue date, the issue
price and the first payment of interest thereon. Additional notes issued in this
manner will be consolidated with and will form a single series with the notes
being offered hereby.
Credit Ratings . . . . . . . . . . . . . . . . . . .
Moody's Investors Service Inc.:
Baa2
Standard & Poor's Rating Service:
A-
Fitch Ratings Ltd.:
BBB+
Dominion Bond Rating Service Limited:
A(low)
See "Credit Ratings".
Use of Proceeds . . . . . . . . . . . . . . . . . .
The net proceeds from this offering will be used for general corporate
purposes.
Form and Denominations . . . . . . . . . .
The notes will be represented by one or more fully-registered global secu-
rities registered in the name of a nominee of CDS Clearing and Depositing
Services Inc. Beneficial interests in those fully-registered global securities
will be in denominations of $1,000 and integral multiples thereof. Except as
described under "Description of the Notes" in this prospectus supplement
and "Description of Debt Securities" in the base shelf prospectus, notes in
definitive form will not be issued.
Change of Control . . . . . . . . . . . . . . . .
We will be required to make an offer to purchase the notes at a price equal to
101% of their principal amount, plus accrued and unpaid interest to the date
of repurchase upon the occurrence of a Change of Control Triggering Event
(as defined herein). See "Description of the Notes -- Change of Control".
Certain Covenants . . . . . . . . . . . . . . . .
The indenture governing the notes contains covenants that, among other
things, restrict the Company's ability to:
· create certain liens;
· declare or pay dividends or acquire capital stock or debt of the Company;
· incur payment restrictions that other parties impose; and
S-3


· consolidate, merge with a third party or transfer all or substantially all of
its assets.
These covenants are subject to important exceptions and qualifications
which are described under "Description of Debt Securities" in the base
shelf prospectus and "Description of Notes" in this prospectus supplement.
Risk Factors. . . . . . . . . . . . . . . . . . . . .
Investment in the notes involves certain risks. You should carefully consider
the information in the "Risk Factors" section of this prospectus supplement
and all other information included in this prospectus supplement and the
accompanying base shelf prospectus and the documents incorporated by
reference herein before investing in the notes.
S-4


RISK FACTORS
An investment in the notes is subject to a number of risks. Before deciding whether to invest in the notes, investors
should consider carefully the risks relating to the Company set forth below, in the accompanying base shelf prospectus and
incorporated by reference in this prospectus supplement and the accompanying base shelf prospectus. Specific reference
is made to the sections entitled "Business Environment and Risks" in the Company's annual information form and in the
management's discussion and analysis of the Company, which are incorporated by reference in this prospectus
supplement.
The notes are unsecured and are subordinated to all of our existing and future secured indebtedness.
The notes are unsecured and effectively subordinated in right of payment to all of the Company's existing and future
secured indebtedness, to the extent of the value of the assets securing such indebtedness. The indenture for the notes does
not restrict the Company's ability to incur additional indebtedness, including secured indebtedness generally, which
would have a prior claim on the assets securing that indebtedness. In the event of the Company's insolvency, bankruptcy,
liquidation, reorganization, dissolution or winding up, the Company's assets that serve as collateral for any secured
indebtedness would be made available to satisfy the obligations to the Company's secured creditors before any payments
are made on the notes. See "Description of the Notes -- General".
The notes are effectively subordinated to all liabilities of our subsidiaries.
None of the Company's subsidiaries has guaranteed or otherwise become obligated with respect to the notes.
Accordingly, the Company's right to receive assets from any of its subsidiaries upon such subsidiary's bankruptcy,
liquidation or reorganization and the right of holders of the notes to participate in those assets, is effectively subordinated
to claims of that subsidiary's creditors, including trade creditors.
THE COMPANY
Brookfield is an asset management company. Focused on property, power and infrastructure assets, Brookfield has
approximately US$70 billion of assets under management and is co-listed on the New York and Toronto stock exchanges
under the symbol BAM. Brookfield's registered office is Suite 300, BCE Place, 181 Bay Street, Toronto,
Ontario, M5J 2T3, Canada.
CONCURRENT TRANSACTION
The Company has commenced sales activities in connection with a proposed sale in the United States (the "US
Offering") of up to US$250,000,000 principal amount of notes, which offering size may increase, under its base shelf
prospectus. Any notes which the Company issues in the US Offering will be direct, unsecured and unsubordinated
obligations of the Company and will rank equally with all of the Company's existing and future unsecured and
unsubordinated indebtedness including the notes issued pursuant to this offering. At the date of this prospectus
supplement, the specific terms of the US Offering, including the aggregate principal amount, have not been determined.
Those terms may be determined prior to the completion of this offering. There is no assurance that the US Offering will be
completed. If completed, the proceeds of the US Offering will be used by the Company for general corporate purposes.
Neither this offering, nor the US Offering, is contingent on the occurrence of the other. This prospectus supplement does
not constitute an offer for sale of such securities in Canada.
USE OF PROCEEDS
The net proceeds from this offering, after deducting the Agents' fees and the estimated expenses of the offering of
$175,000, will be $248,805,000 and will be used by the Company for general corporate purposes.
S-5


CREDIT RATINGS
The notes are rated Baa2 by Moody's Investors Service Inc. ("Moody's"), A- by Standard & Poor's Ratings Services,
a division of McGraw-Hill, Inc. ("S&P"), BBB+ by Fitch Rating Ltd. ("Fitch") and A(low) by Dominion Bond Rating
Service Limited ("DBRS").
Moody's credit ratings are on a long-term debt rating scale that ranges from Aaa to C, which represents the range
from highest to lowest quality of such securities rated. According to the Moody's rating system, debt securities rated
"Baa" are subject to moderate credit risk. They are considered medium-grade and may possess some speculative
characteristics. Moody's applies numerical modifiers 1, 2 and 3 in each generic rating classification from Aa through Caa
in its corporate bond rating system. The modifier 1 indicates that the issue ranks in the higher end of its generic rating
category, the modifier 2 indicates a mid-range ranking and the modifier 3 indicates that the issue ranks in the lower end of
its generic rating category.
S&P's credit ratings are on a long-term debt rating scale that ranges from AAA to D, which represents the range from
highest to lowest quality of such securities rated. According to the S&P rating system, an obligation rated "A" is somewhat
more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher
rated categories. However, the obligor's capacity to meet its financial commitment on the obligations is still strong. The
ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within
the major rating categories.
The "BBB" rating category is the fourth highest used by Fitch, denotes "good credit quality" and is one of the 11
rating categories used by Fitch for long-term debt obligations. In addition, the plus and minus designations indicate
relative strength within the respective rating categories. "BBB" ratings indicate that there are currently expectations of
low credit risk. The capacity for payment of financial commitments is considered adequate, but adverse changes in
circumstances or in economic conditions are more likely to impair this capacity.
DBRS' credit ratings are on a long-term debt rating scale that ranges from AAA to D, which represents the range
from highest to lowest quality of such securities rated. According to the DBRS rating system, an obligation rated "A" is
satisfactory credit quality. Protection of interest and principal is still substantial, but the degree of strength is less than with
AA rated entities. The ratings from AA to C may be modified by the addition of a (high) or (low) modifier to show relative
standing within the major rating categories.
Credit ratings are intended to provide investors with an independent assessment of the credit quality of an issue or
issuer of securities and do not speak to the suitability of particular securities for any particular investor. The credit ratings
assigned to the notes may not reflect the potential impact of all risks on the value of the notes. A rating is therefore not a
recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the Rating
Agencies. Prospective investors should consult the relevant Rating Agency with respect to the interpretation and
implications of the ratings.
DESCRIPTION OF THE NOTES
The following description of the particular terms and provisions of the notes supplements and, to the extent
inconsistent therewith, replaces, the description of the Debt Securities set forth in the base shelf prospectus under
"Description of Debt Securities", to which reference is hereby made. Other capitalized terms used and not defined in this
prospectus supplement have the meanings ascribed to them in the base shelf prospectus or in the Indenture (as defined
below). See "-- Certain Definitions".
The notes will be issued as a separate series of debt securities under an indenture, dated as of September 20, 1995, as
supplemented by a First Supplemental Indenture dated as of October 3, 1995, a Second Supplemental Indenture dated
December 15, 1998, a Third Supplemental Indenture dated December 12, 2001, a Fourth Supplemental Indenture dated
June 17, 2002, a Fifth Supplemental Indenture dated March 4, 2003, a Sixth Supplemental Indenture dated March 4, 2003,
a Seventh Supplemental Indenture dated June 14, 2005, an Eighth Supplemental Indenture to be dated April 25, 2007
(relating to the US Offering) and a Ninth Supplemental Indenture to be dated April 25, 2007 (relating to this offering) (as
supplemented, the "Indenture"), between the Company and Computershare Trust Company of Canada (formerly,
Montreal Trust Company of Canada), as trustee (the "Trustee"). For a description of the rights attaching to different series
of Debt Securities under the Indenture, see "Description of Debt Securities" in the base shelf prospectus. The Indenture is
subject to the provisions of the Business Corporations Act (Ontario). The following statements relating to the notes and
S-6


the Indenture are summaries and should be read in conjunction with the statements under "Description of Debt Securities"
in the base shelf prospectus. Such information does not purport to be complete and is qualified in its entirety by reference
to all of the provisions of the notes and the Indenture, including the definition of certain terms therein.
As discussed in the base shelf prospectus, the Indenture is generally governed by the laws of the State of New York,
and most of the offerings of Debt Securities prior to this offering were public offerings in the United States. As such, the
Indenture was prepared based upon customary practice for such offerings in the United States and, accordingly, provides
only for approvals of matters and other actions by holders of notes in writing (and does not expressly provide for meeting
of holders of notes).
General
The notes will be senior unsecured obligations of the Company, and will initially be limited to $250,000,000
aggregate principal amount, all of which will be issued under the Ninth Supplemental Indenture. The notes will mature on
April 25, 2017. The notes will bear interest at the rate of 5.29% per annum from April 25, 2007, or from the most recent
Interest Payment Date to which interest has been paid or provided for, payable semi-annually in arrears on April 25 and
October 25 of each year, commencing on October 25, 2007, to the Persons in whose name the notes are registered at the
close of business on the preceding March 25 or September 25, as the case may be. The notes will bear interest on overdue
principal and premium, if any, and, to the extent permitted by law, overdue interest at 5.29% per annum plus 1%.
Interest on the notes will be computed on the basis of a 360-day year of twelve 30-day months. Principal of, and
premium, if any, and interest on, the notes will be payable, and the notes may be presented for registration of transfer and
exchange, at the office or agency of the Company maintained for that purpose in Toronto, Ontario and at any other office
or agency maintained by the Company for such purpose (and, for notes that are not represented by a Global Note (as
defined herein) at the office or agency of the Company maintained for that purpose in The City of Toronto), provided that
at the option of the Company, payment of interest on the notes may be made by cheque mailed to the address of the Person
entitled thereto as it appears in the Security Register or by wire transfer to an account maintained by the Person entitled
thereto as specified in the Security Register.
The Company is structured as a holding company that conducts a significant proportion of its operating activities
through subsidiaries. Although the notes are senior obligations of the Company, they are effectively subordinated to all
existing and future liabilities of the Company's consolidated subsidiaries and operating companies. The Indenture does
not restrict the ability of the Company's subsidiaries to incur additional indebtedness. Because the Company is a holding
company, the Company's ability to service its indebtedness is dependent on dividends and other payments made on its
investments. Certain of the instruments governing the indebtedness of the companies in which the Company has an
investment may restrict the ability of such companies to pay dividends or make other payments on investments under
certain circumstances. Dividends paid in kind are excluded so long as they are retained in the same form as received and
are legally and beneficially owned by the Company and/or one or more designated Affiliates of the Company.
Reopening of the Notes
The Company may from time to time, without the consent of the holders of the notes, create and issue further notes
having the same terms and conditions in all respects as the notes being offered hereby, except for the issue date, the issue
price and the first payment of interest thereon. Additional notes issued in this manner will be consolidated with and will
form a single series with the notes being offered hereby.
Optional Redemption
The notes will be redeemable, in whole or in part, at our option at any time and from time to time at a redemption
price equal to the greater of:
·
100% of the principal amount of the notes to be redeemed, and
·
the Canada Yield Price (as defined below),
together with, in each case, accrued interest on the principal amount of the notes to be redeemed to the date of redemption.
In connection with such optional redemption, the following defined terms apply:
"Canada Yield Price" means a price equal to the price of the notes (or the portion thereof to be redeemed) which, if
such notes were to be issued at such price on the redemption date, would provide a yield thereon from the redemption date
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to maturity equal to the Government of Canada Yield (as defined below), compounded semi-annually in arrears and
calculated at 10:00 a.m. (Toronto time) on the third Business Day preceding the redemption date, plus 26 basis points.
"Government of Canada Yield" means, on any date, with respect to any notes, the effective yield to maturity on
such date, compounded semi-annually in arrears, which an assumed new issue of non-callable Government of Canada
bonds denominated in Canadian dollars would carry if issued in Canada at 100% of its principal amount on such date, with
a term to maturity as nearly as possible equal to the remaining term to maturity of such notes. The Government of Canada
Yield will be the average (rounded to four decimal points) of the offer-side yields provided by two investment dealers in
accordance with the terms of the Ninth Supplemental Indenture.
Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each
holder of the notes to be redeemed. On and after any redemption date, interest will cease to accrue on the notes or any
portion thereof called for redemption. On or before any redemption date, the Company shall deposit with the Trustee or
with a Paying Agent money sufficient to pay the redemption price of and accrued interest on the notes to be redeemed on
such date. If less than all the notes are to be redeemed, the notes to be redeemed shall be selected by the Trustee at the
Company's direction by such method as the Company and the Trustee shall deem fair and appropriate. The redemption
price shall be calculated by the investment dealers and the Company, the Trustee and any Paying Agent for the notes shall
be entitled to rely on such calculation.
Change of Control
If a Change of Control Triggering Event (as defined below) occurs, unless we have exercised our right to redeem the
notes as described above, we will be required to make an offer to repurchase all, or any part, (equal to $1,000 or an integral
multiple thereof) of each holder's notes pursuant to the offer described below (the "Change of Control Offer") on the
terms set forth in the notes. In the Change of Control Offer, we will be required to offer payment in cash equal to 101% of
the aggregate principal amount of notes repurchased plus accrued and unpaid interest, if any, on the notes repurchased, to
the date of purchase (the "Change of Control Payment").
Within 30 days following any Change of Control Triggering Event, we will be required to mail a notice to holders of
notes, with a copy to the Trustee, describing the transaction or transactions that constitute the Change of Control
Triggering Event and offering to repurchase the notes on the 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 "Change of Control Payment Date"), pursuant
to the procedures required by the notes and described in such notice. We must comply with the requirements of Rule 14e-1
under 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 notes as a result of a Change of Control Triggering Event. To the
extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the notes,
we will be required to comply with the applicable securities laws and regulations and will not be deemed to have breached
our obligations under the Change of Control (as defined below) provisions of the notes by virtue of such conflicts.
On the Change of Control Payment Date, we will be required, to the extent lawful, to:
·
accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer;
·
deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all notes or
portions of notes properly tendered; and
·
deliver or cause to be delivered to the Trustee the notes properly accepted together with an Officers' Certificate
stating the aggregate principal amount of notes or portions of notes being purchased by us.
The Paying Agent will be required to promptly mail to each holder who properly tendered notes, the purchase price
for such notes and the Trustee will be required to promptly authenticate and mail (or cause to be transferred by book entry)
to each such holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any;
provided that each new note will be in a principal amount of $1,000 or an integral multiple thereof.
We will not be required to make a Change of Control Offer upon a Change of Control Triggering 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 us
and such third party purchases all notes properly tendered and not withdrawn under its offer.
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