Indicate by check mark whether
the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Exhibit 99.1
BROOKFIELD FINANCE
II INC.
AND
BROOKFIELD CORPORATION
AND
COMPUTERSHARE TRUST
COMPANY OF CANADA
Supplemental
Indenture
Dated as of April 21,
2026
to
Third Supplemental
Indenture
Dated as of December 11,
2025
THIS
SUPPLEMENTAL INDENTURE, dated as of April 21, 2026 (this “Supplemental Indenture”) to the Third Supplemental
Indenture dated as of December 11, 2025 (the “Third Supplemental Indenture”), between Brookfield Finance II Inc.
(the “Issuer”), a corporation organized under the laws of Ontario, Canada, Brookfield Corporation (the “Company”),
a corporation organized under the laws of Ontario, Canada, and Computershare Trust Company of Canada (the “Trustee”),
a trust company organized under the laws of Canada, as trustee, to the Indenture, dated as of December 14, 2022, by and among the
Issuer, the Company and the Trustee (the “Original Indenture”, the Original Indenture, as supplemented by the Third
Supplemental Indenture and as supplemented hereby, the “Indenture”).
WITNESSETH
WHEREAS,
the Issuer has duly authorized, as a separate series of Securities under the Indenture, its 5.399% Notes due 2055 (the “Notes”)
and the Company has consented to and approved the issuance of the Notes;
WHEREAS,
by the Third Supplemental Indenture, provision was made for the issuance of $650,000,000 principal amount of Notes under the Original
Indenture as supplemented by the Third Supplemental Indenture, all of which were issued on the date of the Third Supplemental Indenture
(the “Original Notes”);
WHEREAS,
Section 2.2 of the Third Supplemental Indenture permits the issuance of additional Notes, without the consent of the holders of the
Original Notes but with the consent of the Company, having the same terms and conditions in all respects as the Original Notes except
for the issue date, the issue price and the first payment of interest thereon, to be consolidated with and form a single series with the
Original Notes;
WHEREAS,
the Issuer and the Company have duly authorized the execution and delivery of this Supplemental Indenture for the purpose of providing
for the issuance of an additional $250,000,000 principal amount of Notes under the Third Supplemental Indenture (the “New Notes”)
in accordance with Section 2.2 of the Third Supplemental Indenture;
WHEREAS,
the Issuer and the Company are not in default under the Original Indenture;
WHEREAS,
all things necessary to make this Supplemental Indenture a valid agreement according to its terms have been done; and
WHEREAS,
the foregoing recitals are made as statements of fact by the Issuer and the Company and not by the Trustee;
NOW, THEREFORE, THIS SUPPLEMENTAL
INDENTURE WITNESSETH:
For and in consideration of
the premises and the purchase of the New Notes by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit
of all Holders of the New Notes, as follows:
Article 1
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
Section 1.1 Definitions
All other terms and expressions
used herein shall have the same meanings as corresponding expressions defined in the Original Indenture, as supplemented by the Third
Supplemental Indenture, and as further supplemented hereby.
Section 1.2 To
Be Read with Original Indenture
This Supplemental Indenture
is a supplemental indenture within the meaning of the Original Indenture, and the Original Indenture, as supplemented by the Third Supplemental
Indenture and this Supplemental Indenture (as so supplemented, the “Supplemented Indenture”), shall be read together
and shall have effect, so far as practicable, as though all the provisions of the Original Indenture, the Third Supplemental Indenture
and this Supplemental Indenture were contained in one instrument.
Section 1.3 Currency
Except where expressly provided,
all amounts in this Supplemental Indenture are stated in Canadian currency.
Article 2
THE NOTES
Section 2.1 Designation
There is hereby authorized
to be issued under the Supplemented Indenture, the New Notes, the terms and conditions of which are the same in all respects as the Original
Notes, except for the issue date and the issue price, and which will be consolidated to form a single series and be fully fungible with
the Original Notes and designated as “5.399% Medium Term Notes due 2055”. All New Notes issued under the Supplemented Indenture
will, when issued, be considered Notes for all purposes under the Supplemented Indenture and will be subject and take the benefit of all
the terms, conditions and provisions of the Supplemented Indenture.
Section 2.2 Limit of Aggregate
Principal Amount
The aggregate principal amount
of Notes that may be authenticated and delivered pursuant to the Supplemented Indenture (except for Notes authenticated and delivered
upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 3.4, 3.5, 3.6, 10.6 or 12.7
of the Original Indenture and except for any Notes which, pursuant to the last sentence of Section 3.3 of the Original Indenture,
are deemed never to have been authenticated and delivered) shall initially be limited to CDN$900,000,000 (including the Original Notes
and the New Notes). The Issuer may from time to time, without the consent of the holders of the Notes but with the consent of the Company,
create and issue further notes (in addition to the Original Notes and the New Notes) having the same terms and conditions in all respects
as the Notes 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.
Section 2.3 Consent and Acknowledgement
of the Company
Pursuant to Section 3.1
of the Original Indenture and Section 2.2 of the Third Supplemental Indenture, the Company hereby consents to the issuance of the
New Notes by the Issuer and acknowledges and confirms that its obligations with respect to the New Notes constitute Guarantee Obligations.
Article 3
miscellaneous
Section 3.1 Ratification of Original
Indenture and Third Supplemental Indenture
The Original Indenture, as
supplemented by the Third Supplemental Indenture (as supplemented by this Supplemental Indenture), is in all respects ratified and confirmed,
and this Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided.
Section 3.2 Governing Law
This Supplemental Indenture
and the New Notes shall be governed by and construed in accordance with the laws of the State of New York. Notwithstanding the preceding
sentence of this Section, the exercise, performance or discharge by the Trustee of any of its rights, powers, duties or responsibilities
hereunder shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable
thereto.
Section 3.3 Separability
In case any one or more of
the provisions contained in this Supplemental Indenture or in the New Notes shall for any reason be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Supplemental Indenture or
of the New Notes, but this Supplemental Indenture and the New Notes shall be construed as if such invalid or illegal or unenforceable
provision had never been contained herein or therein.
Section 3.4 Counterparts
This instrument may be executed
in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument. This instrument may be executed and delivered by facsimile or other electronic transmission of a counterpart
hereof bearing a manual, facsimile or other electronic signature.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT
BLANK]
IN WITNESS WHEREOF,
the parties hereto have caused this Supplemental Indenture to the Third Supplemental Indenture to be duly executed as of the day and year
first above written.
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BROOKFIELD FINANCE II INC. |
| |
|
| |
By: |
“Kunal Dusad” |
| |
|
Name: |
Kunal Dusad |
| |
|
Title: |
Vice President |
| |
|
|
| |
BROOKFIELD CORPORATION |
| |
|
|
| |
By: |
“Nicholas Goodman” |
| |
|
Name: |
Nicholas Goodman |
| |
|
Title: |
President and Chief Financial Officer |
| |
COMPUTERSHARE TRUST COMPANY OF CANADA |
| |
|
| |
By: |
“Claire Wang” |
| |
|
Name: |
Claire Wang |
| |
|
Title: |
Corporate Trust Officer |
| |
|
|
| |
By: |
“Raji Sivalingam” |
| |
|
Name: |
Raji Sivalingam |
| |
|
Title: |
Associate Trust Officer |
[Signature Page to Supplemental Indenture to Third Supplemental Indenture]
Exhibit 99.2
BROOKFIELD FINANCE II INC.
AND
BROOKFIELD CORPORATION
AND
COMPUTERSHARE TRUST
COMPANY OF CANADA
Fourth Supplemental
Indenture
Dated as of April 21,
2026
THIS
FOURTH SUPPLEMENTAL INDENTURE, dated as of April 21, 2026 between Brookfield Finance II Inc. (the “Issuer”),
a corporation organized under the laws of Ontario, Canada, Brookfield Corporation (the “Company”), a corporation organized
under the laws of Ontario, Canada, and Computershare Trust Company of Canada (the “Trustee”), a trust company organized
under the laws of Canada, as trustee, to the Indenture, dated as of December 14, 2022, by and among the Issuer, the Company and
the Trustee (the “Original Indenture”, the Original Indenture, as supplemented hereby, being referred to herein as
the “Indenture”).
WITNESSETH
WHEREAS,
the Issuer has duly authorized, as a separate series of Securities under the Indenture, its 4.803% Notes due 2036 (the “Notes”)
and the Company has consented to and approved the issuance of the Notes;
WHEREAS,
the Issuer and the Company have duly authorized the execution and delivery of this Fourth Supplemental Indenture to establish the Notes
as a separate series of Securities under the Original Indenture and to provide for, among other things, the issuance by the Issuer of
and the form and terms of the Notes and additional covenants for purposes of the Notes and the Holders thereof;
WHEREAS,
the Issuer and the Company are not in default under the Original Indenture;
WHEREAS,
all things necessary to make this Fourth Supplemental Indenture a valid agreement according to its terms have been done; and
WHEREAS,
the foregoing recitals are made as statements of fact by the Issuer and the Company and not by the Trustee;
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE
WITNESSETH:
For and in consideration
of the premises and the purchase of the Notes by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit
of all Holders of the Notes, as follows:
Article 1
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
Section 1.1 Definitions
For all purposes of this
Fourth Supplemental Indenture and the Notes, except as otherwise expressly provided or unless the subject matter or context otherwise
requires:
“Applicable Spread”
for the purposes of any redemption means 32 basis points.
“Below Investment
Grade Rating Event” means that on any day within the 60-day period (which shall be extended during an Extension Period) after
the earlier of (1) the occurrence of a Change of Control or (2) the first public notice of the occurrence of a Change of Control
or the intention by the Company to effect a Change of Control, the Notes are rated below an Investment Grade Rating by at least three
out of four of the Rating Agencies if there are four Rating Agencies or all of the Rating Agencies if there are fewer than four Rating
Agencies. Notwithstanding the foregoing, a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction
or reductions 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 Rating Event for purposes of the definition of Change of Control Triggering Event hereunder) if the Rating Agencies
making the reduction(s) in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the
Trustee in writing at its request that the reduction(s) were 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) (the “Change of Control Event”). For the purpose of this definition,
an “Extension Period” shall occur and continue for so long as the aggregate of (i) the number of Rating Agencies
that have placed the Notes on publicly announced consideration for possible downgrade during the initial 60-day period as a result, in
whole or in part, of the applicable Change of Control Event and (ii) the number of Rating Agencies that have downgraded the Notes
to below an Investment Grade Rating as a result, in whole or in part, of the applicable Change of Control Event during either the initial
60-day period or the Extension Period provided for in clause (i) would be sufficient to result in a Change of Control Triggering
Event should one or more of the Rating Agencies that have placed the Notes on publicly announced consideration for possible downgrade
subsequently downgrade the Notes to below an Investment Grade Rating. The Extension Period shall terminate on the earlier of (A) the
date on which the Rating Agencies that placed the Notes on publicly announced consideration for possible downgrade within the initial
60-day period referred to in subclause (i) of this definition make their determinations with respect to the impact of the Change
of Control Event on the rating of the Notes, and (B) the date on which two of the Rating Agencies (if there are four Rating Agencies)
or one of the Rating Agencies (if there are fewer than four Rating Agencies) has confirmed that the Notes will not be downgraded or are
not subject to consideration for a possible downgrade to below an Investment Grade Rating as a result of the applicable Change of Control
Event.
“Canada Yield Price”
means a price equal to the price of the Notes (or the portion thereof to be redeemed) calculated to provide a yield to January 21,
2036, equal to the sum of the Government of Canada Yield calculated at 10:00 a.m. (Toronto time) on the Business Day immediately
preceding the date on which the Issuer gives a notice of redemption in respect of such Notes, plus the Applicable Spread.
“CDS”
means CDS Clearing and Depository Services Inc. and its successors.
“Change of Control”
means the consummation of any transaction including, without limitation, any merger, amalgamation, arrangement or consolidation the result
of which is that any person or group of related persons, other than any one or more of the Company, the Company’s Subsidiaries,
the Company’s or any of its Subsidiaries’ employee benefit plans, or Management and/or any entity or group of entities controlled
by Management (provided that upon the consummation of a transaction by Management and/or an entity or group of entities controlled by
Management, the Company’s Class A limited voting shares or other Voting Stock into which the Company’s Class A
limited voting shares are reclassified, consolidated, exchanged or changed continue to be listed and posted for trading on a national
securities exchange in the United States, Canada or Europe), becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under
the Exchange Act), directly or indirectly, of (i) more than 50% of the voting power of each class of the Company’s Voting
Stock (or other Voting Stock into which the Company’s Voting Stock is reclassified, consolidated, exchanged or changed in connection
with such transaction) measured by voting power rather than number of shares or (ii) Voting Stock sufficient to enable it to elect
a majority of the members of the Company’s board of directors. For the purposes of this provision, “person” and “group”
have the meanings attributed thereto in Sections 13(d) and 14(d) of the Exchange Act.
For the purposes of the Indenture,
a Person will be deemed to be controlled by Management if the individuals comprising Management are the beneficial owners, directly or
indirectly, of, in aggregate, (i) more than 50% of the voting power of such Person’s Voting Stock measured by voting power
rather than number of shares or (ii) such Person’s Voting Stock sufficient to enable them to elect a majority of the members
of such Person’s board of directors (or similar body).
“Change of Control
Event” has the meaning specified in the definition of “Below Investment Grade Rating Event” in this Fourth Supplemental
Indenture.
“Change of Control
Offer” has the meaning specified in Section 2.8 of this Fourth Supplemental Indenture.
“Change of Control
Payment” has the meaning specified in Section 2.8 of this Fourth Supplemental Indenture.
“Change of Control
Payment Date” has the meaning specified in Section 2.8 of this Fourth Supplemental Indenture.
“Change of Control
Triggering Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.
“Co-Obligor”
has the meaning specified in Section 2.12 of this Fourth Supplemental Indenture.
“Consolidated Net
Worth” means the consolidated equity of the Company and its Subsidiaries determined on a consolidated basis in accordance with
generally accepted accounting principles (including all preferred equity and all equity securities that are classified as liabilities
for purposes of generally accepted accounting principles but are convertible, either at the option of the issuer or the holder of such
securities, into equity and are not redeemable at the sole option of the holder for consideration other than equity), plus, without duplication,
Qualifying Subordinated Debt and Deferred Credits.
“DBRS”
means DBRS Limited, and its successors.
“Deferred Credits”
means the deferred credits of the Company and its Subsidiaries determined on a consolidated basis in accordance with generally accepted
accounting principles.
“Fitch”
means Fitch Ratings, Inc., and its successors.
“Government of Canada
Yield” means, on any date, with respect to any Notes, the yield to maturity on such date, compounded semi-annually, 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 January 21, 2036.
The Government of Canada Yield will be the average (rounded to four decimal points) of the bid-side yields provided by the Investment
Dealers in accordance with the terms of the Indenture.
“Guarantee Obligations”
means the guarantee obligations of the Company pursuant to Article 5 of the Original Indenture but solely in respect of the Notes.
“Investment Dealers”
means two investment dealers selected by the Issuer who are independent of the Issuer and are each members of the Canadian Investment
Regulatory Organization (“CIRO”) (or if CIRO shall cease to exist, such other independent investment dealer as the
Issuer may select, with the approval of the Trustee, acting reasonably), which Investment Dealers shall be retained by and at the cost
of the Issuer to determine the Government of Canada Yield. The two investment dealers shall be any two agents party to the Agency Agreement
(as defined in the Prospectus).
“Investment Grade
Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s, BBB- (or the equivalent) by S&P,
BBB- (or the equivalent) by Fitch and BBB (low) (or the equivalent) by DBRS.
“Management”
means any one or more of the Company’s directors, officers or employees (or directors, officers or employees of any one or more
of the Company’s Subsidiaries) immediately prior to the consummation of any transaction that would constitute a Change of Control,
acting individually or together.
“Moody’s”
means Moody’s Investors Service, Inc., and its successors.
“Non-Canadian Co-Obligor”
has the meaning specified in Section 2.12 of this Fourth Supplemental Indenture.
“Notes”
has the meaning ascribed to it in the recitals.
“Other Additional
Amounts” has the meaning specified in Section 2.12 of this Fourth Supplemental Indenture.
“Pricing Supplement”
means a pricing supplement to the Prospectus, in either or both of the English and French languages, incorporated by reference into the
Prospectus for the purpose of distributing the Notes, as contemplated by National Instrument 44-102 − Shelf Distributions;
“Prospectus”
means the short form base shelf prospectus of the Issuer, the Guarantor, Brookfield Finance Inc., Brookfield Capital Finance LLC, Brookfield
Finance II LLC, Brookfield Finance (Australia) Pty Ltd., Brookfield Finance I (UK) PLC, Brookfield Finance IV Inc. and Brookfield Finance
V Inc. dated December 19, 2025 filed with the securities regulatory authority in each of the provinces of Canada from time to time,
including any amendments or supplements thereto (other than any Pricing Supplement);
“Qualifying Subordinated
Debt” means Debt of the Company and its Subsidiaries which by its terms provides that the payment of principal of (and premium,
if any) and interest on and all other payment obligations in respect of such Debt shall be subordinate to the prior payment in full of
the Company’s obligations in respect of the Notes to at least the extent that no payment of principal of (or premium, if any) or
interest on or otherwise due in respect of such Debt may be made for so long as there exists any default in the payment of principal
(or premium, if any) or interest on the Notes.
“Rating Agencies”
means (1) each of Moody’s, S&P, Fitch and DBRS and (2) if any of the foregoing Rating Agencies ceases to rate the
Notes or fails to make a rating of the Notes publicly available for reasons outside of the Issuer’s or the Company’s control,
a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange
Act, selected by the Issuer (as certified by a Board Resolution) as a replacement agency for Moody’s, S&P, Fitch or DBRS, or
some or all of them, as the case may be.
“Redemption
Price” means, with respect to the Notes being redeemed either in whole at any time or in part from time to time, (a) if
the Redemption Date occurs prior to January 21, 2036 (being the date that is three months prior to the Stated Maturity Date), an
amount equal to the greater of (i) the Canada Yield Price, and (ii) par, or (b) if the Redemption Date occurs on or after
January 21, 2036, a price equal to par, together in each case with the accrued and unpaid interest thereon to, but excluding, the
date fixed for redemption.
“S&P”
means S&P Global Ratings, acting through Standard & Poor’s Financial Services LLC, and its successors.
“Stated Maturity
Date” means April 21, 2036.
“U.S.
Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder.
“United
States” has the meaning attributed to such term in Regulation S under the U.S. Securities Act.
The definition of “Offer
to Purchase” in Section 1.1 of the Original Indenture is hereby deleted in its entirety with respect to the Notes. All other
terms and expressions used herein shall have the same meanings as corresponding expressions defined in the Original Indenture.
Section 1.2 To
Be Read with Original Indenture
The Fourth Supplemental Indenture
is a supplemental indenture within the meaning of the Original Indenture, and the Original Indenture and this Fourth Supplemental Indenture
shall be read together and shall have effect, so far as practicable, as though all the provisions of the Original Indenture and this
Fourth Supplemental Indenture were contained in one instrument.
Section 1.3 Currency
Except where expressly provided,
all amounts in this Fourth Supplemental Indenture are stated in Canadian currency.
Article 2
THE NOTES
Section 2.1 Designation
There is hereby authorized
to be issued under the Original Indenture a separate series of Securities designated as “4.803% Medium Term Notes due 2036”.
Section 2.2 Limit
of Aggregate Principal Amount
The aggregate principal amount
of Notes that may be authenticated and delivered pursuant to the Fourth Supplemental Indenture (except for Notes authenticated and delivered
upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 3.4, 3.5, 3.6, 10.6 or 12.7
of the Original Indenture and except for any Notes which, pursuant to the last sentence of Section 3.3 of the Original Indenture,
are deemed never to have been authenticated and delivered) shall initially be limited to CDN$500,000,000 all of which have been issued
hereunder. The Issuer may from time to time, without the consent of the holders of the Notes but with the consent of the Company, 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, as the case may be, being offered hereby.
Section 2.3 Date
of Payment of Principal
The principal of the Notes
shall be payable on April 21, 2036.
Section 2.4 Payments;
Registration of Transfers
All payments in respect of
the Notes shall be made in immediately available funds. The “Place of Payment” for the Notes shall be at the address
of the Trustee, currently located at 320 Bay Street, 14th Floor, Toronto, Ontario M5H 4A6.
For such Notes (if any) as
are not represented by a Global Security, payments of principal (and premium, if any) and interest on any Notes will be made at the Place
of Payment, except that, at the option and expense of the Issuer, payment of interest may be made by (a) cheque mailed to the address
of the Person entitled thereto as such address shall appear on the Security Register or (b) wire transfer to an account maintained
by the Person entitled thereto as specified in the Security Register. The registration of transfers and exchanges of Notes will be made
at the Place of Payment.
Section 2.5 Interest
(1) The
Notes will be issued in initial denominations of CDN$1,000 or an integral multiple thereof and shall bear interest at the rate of 4.803%
per annum, payable semi-annually in arrears in equal installments and at maturity or upon earlier redemption or repayment; provided that
any principal and premium, and any such installment of interest, which is overdue shall bear interest at the same rate, calculated as
set forth above, and on the same dates.
(2) Interest
in respect of the Notes shall accrue from, and including, the later of (i) April 21, 2026 and (ii) the last Interest Payment
Date to which interest has been paid or made available for payment.
(3) The
Interest Payment Dates on which interest shall be payable in respect of the Notes shall be April 21 and October 21 in each
year, commencing on October 21, 2026.
(4) Each
payment of interest in respect of an Interest Payment Date will include interest accrued to, but excluding, such Interest Payment Date.
(5) Notwithstanding
the provisions of Section 3.10 of the Original Indenture, in the event that it becomes necessary to compute interest payable on
the Notes for any period that does not commence or end on an Interest Payment Date, such interest shall be computed on the basis of the
number of days in such period and a year of 365 days, or if such period falls entirely within a leap year, 366 days.
(6) The
Regular Record Dates for interest in respect of the Notes shall be the close of business on the date that is two Business Days preceding
the relevant Interest Payment Date for the Notes.
(7) If
an interest payment date is not a Business Day, then the payment will be made on the next Business Day, without adjustment.
Section 2.6 Redemption
(1) Except
as provided in Section 2.7 or as contemplated by Section 2.11 of this Fourth Supplemental Indenture, the Notes are not redeemable
prior to maturity.
(2) For
purposes of this Fourth Supplemental Indenture and the Notes, the first sentence of Section 12.4 of the Original Indenture shall
be amended and restated in its entirety with the following sentence:
“Notice of
redemption shall be given by first-class mail, postage prepaid, mailed not less than 10 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at his, her or its address appearing in the Security Register. The Issuer shall provide
the Trustee and any Paying Agent for the Notes written notice of any such redemption at least five Business Days prior to when notice
is due to Holders.”
For avoidance of doubt, this
Section 2.6(2) shall not be deemed to affect any other series of Securities issued under the Original Indenture, except as
may be provided for in respect of any other series of Securities.
Section 2.7 Redemption
and Repurchase at the Issuer’s Option
The Notes will be redeemable
at the Issuer’s option either in whole at any time or in part from time to time on payment of the applicable Redemption Price.
If less than all of the Notes are to be redeemed, the Notes so redeemed will be cancelled and will not be re-issued. The Notes will be
subject to redemption at the option of the Issuer and upon such conditions as may be specified in the applicable notice of redemption
on the applicable Redemption Date in whole or, from time to time, in part in increments of CDN$1,000.00 (provided that any remaining
principal amount thereof shall be at least CDN$1,000.00), at the Redemption Price.
Notice of any redemption
will be delivered at least 10 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed and
may be contingent upon such conditions as may be specified in the applicable notice of redemption and in accordance with the provisions
of the Indenture. Unless the Issuer defaults in payment of the Redemption Price, on and after the applicable Redemption Date, interest
will cease to accrue on the Notes or portions thereof called for redemption. The Issuer shall provide the Trustee and any Paying Agent
for the Notes written notice of any such redemption at least five Business Days prior to when notice is due to Holders. On or before
any Redemption Date, the Issuer shall deposit with the Trustee or with a Paying Agent money sufficient to pay the Redemption Price of
the Notes to be redeemed on such date. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected,
in the case of certificated Notes, by the Trustee at the Issuer’s direction by such method as the Issuer and the Trustee shall
designate, or in the case of Global Securities, by such policies and procedures of the applicable depository. The Redemption Price shall
be calculated by the Investment Dealers and the Issuer and provided in writing to the Trustee and any Paying Agent for the Notes, and
the Trustee and any Paying Agent for the Notes shall be entitled to conclusively rely on such calculation. The Issuer’s actions
and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.
The Issuer may at any time
and from time to time purchase for cancellation all or any of the Notes in the open market, by tender or private contract at any price
if an Event of Default has not occurred and is continuing at such time. Notes purchased or redeemed by the Issuer will be cancelled and
may not be reissued.
Section 2.8 Repurchase
upon a Change of Control
If a Change of Control Triggering
Event occurs, unless the Issuer has exercised its right to redeem all of the Notes as described in Section 2.7 above, the Issuer
will be required to make an offer to repurchase all of each Holder’s Notes (or the portion thereof not subject to redemption, if
the Issuer has exercised its right to redeem the Notes in part pursuant to Section 2.7 above) pursuant to the offer described below
(the “Change of Control Offer”) on the terms set forth herein. In the Change of Control Offer, the Issuer 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 (the “Change of Control Payment”), to the date of purchase.
Within 30 days following
any Change of Control Triggering Event, or, at the Issuer’s option, prior to the completion of any Change of Control (but after
the first public announcement of such Change of Control), the Issuer will be required to deliver 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 delivered (the “Change of Control Payment Date”), pursuant to the procedures required herein and
described in such notice. The notice shall, if given prior to the date of consummation of the Change of Control, state that the offer
to repurchase is conditioned on the Change of Control Triggering Event occurring on or prior to the payment date specified in the notice.
The Issuer 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 this Section 2.8,
the Issuer will be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its
obligations under this Section 2.8 by virtue of such conflicts.
On the Change of Control
Payment Date, the Issuer will be required, to the extent lawful, to:
| (a) | accept for payment all Notes or portions
of Notes properly tendered pursuant to the Change of Control Offer; |
| (b) | deposit with the Paying Agent or the Trustee
an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes
properly tendered; and |
| (c) | 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 the Issuer. |
The Paying Agent will deliver
to each Holder who properly tendered Notes the purchase price for such Notes, and, upon written order of the Issuer, the Trustee will
authenticate and deliver (or cause to be delivered) 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 CDN$1,000 or an integral multiple thereof.
The Issuer will not be required
to make a Change of Control Offer upon a Change of Control Triggering Event if (a) another Person makes such an offer in the manner,
at the times and otherwise in compliance with the requirements for an offer made by the Issuer and such other Person purchases all Notes
properly tendered and not withdrawn under its offer or (b) the Issuer has given written notice of a redemption of the Notes in accordance
with Section 2.7.
Section 2.9 Form
The Notes and the certificate
of the Trustee endorsed thereon shall each be issuable initially as one or more Global Securities held by, or on behalf of, CDS, as depository,
for its participants and registered in the name of CDS or its nominee. Each Global Security will be substantially in the form set out
in Annex A hereto with such appropriate additions, deletions, substitutions and variations as the Trustee may approve and shall bear
such distinguishing letters and numbers as the Trustee may approve, with such approval in each case to be conclusively deemed to have
been given by the Trustee certifying such Notes.
Section 2.10 Events
of Default
(1) In
addition to the Events of Default contained in Section 6.1 of the Original Indenture (subject to clause (3) below), the failure
by the Issuer to comply with its obligations pursuant to Section 2.8 of this Fourth Supplemental Indenture in the event of a Change
of Control Triggering Event shall constitute an Event of Default with respect to the Notes.
(2) If
any Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable
in the manner and with the effect provided in the Original Indenture.
(3) The
Event of Default contained in Section 6.1(c) of the Original Indenture shall not apply to the Notes.
Section 2.11 Additional
Provisions in Respect of the Notes
The covenants contained in
Article 3 of this Fourth Supplemental Indenture shall apply to the Notes in addition to the covenants contained in the Original
Indenture.
Section 2.12 Co-Obligors
and/or Additional Guarantors
Without the consent of any
Holders, the Issuer, when authorized by a Board Resolution, the Company and the Trustee, may enter into an indenture supplemental to
the Indenture in respect of the Notes, in form satisfactory to the Trustee, for the purpose of adding as a co-obligor (whether as an
additional issuer or guarantor) of the Notes, an Affiliate of the Issuer or the Company (each, a “Co-Obligor”); provided
that any such Co-Obligor shall be organized or formed under the laws of (1) any state of the United States, (2) Canada or any
province or territory thereof, (3) the United Kingdom, (4) Australia or (5) any country that is a member of the European
Union; and provided further, that the Issuer may only add a Co-Obligor if the Issuer determines that adding such Co-Obligor would
not result in a disposition of the Notes by any holder or beneficial owner of the Notes for Canadian federal income tax purposes. Any
such supplemental indenture entered into for the purpose of adding a Co-Obligor formed under any jurisdiction other than Canada or any
province or territory thereof (each, a “Non-Canadian Co-Obligor”) shall include a provision for (i) the payment
of additional amounts (“Other Additional Amounts”) in the form that the Company and such Non-Canadian Co-Obligor reasonably
determine are customary and appropriate for Canadian bondholders to address then-applicable (or potentially applicable future) taxes,
duties, levies, imposts, assessments or other governmental charges imposed or levied by or on behalf of the applicable governmental authority
in respect of payments made by such Non-Canadian Co-Obligor under or with respect to the Notes, including any exceptions thereto as the
Company and such Non-Canadian Co-Obligor shall reasonably determine would be customary and appropriate for Canadian bondholders and (ii) the
right of any issuer to redeem the Notes at 100% of the aggregate principal amount thereof plus accrued interest thereon in the event
that Other Additional Amounts become payable by a Non-Canadian Co-Obligor in respect of the Notes as a result of any change in law or
official position regarding the application or interpretation of any law that is announced or becomes effective after the date of such
supplemental indenture.
Any such Co-Obligor shall
be jointly and severally liable with the Issuer or the Company (as applicable) to pay the principal, premium, if any, and interest on
the Notes.
Section 2.13 Defeasance
The Notes shall be defeasible
pursuant to both of Section 14.2 and Section 14.3 of the Original Indenture.
Section 2.14 Consent
and Acknowledgement of the Company
Pursuant to Section 3.1
of the Original Indenture, the Company hereby consents to the issuance of the Notes by the Issuer and acknowledges and confirms that
its obligations with respect to the Notes constitute Guarantee Obligations.
Article 3
COVENANTS OF COMPANY APPLICABLE TO THE NOTES
Section 3.1 Negative
Pledge
Neither the Issuer nor the
Company will create any Lien on any of their property or assets to secure any indebtedness for borrowed money without in any such case
effectively providing that the Notes, in the case of the Issuer, and the Guarantee Obligations, in the case of the Company (together
with, if the Issuer or the Company, as applicable, shall so determine, any other indebtedness of the Issuer or the Company, as applicable,
which is not subordinate to the Notes or the Guarantee Obligations, as applicable), shall be secured equally and ratably with (or prior
to) such secured indebtedness, so long as such secured indebtedness shall be so secured; provided, however, that the foregoing restrictions
shall not apply to:
| (a) | Liens on any property or assets existing
at the time of acquisition thereof (including acquisition through merger or consolidation)
to secure, or securing, the payment of all or any part of the purchase price, cost of improvement
or construction cost thereof or securing any indebtedness incurred prior to, at the time
of or within 180 days after, the acquisition of such property or assets or the completion
of any such improvement or construction, whichever is later, for the purpose of financing
all or any part of the purchase price, cost of improvement or construction cost thereof or
to secure or securing the repayment of money borrowed to pay, in whole or in part, such purchase
price, cost of improvement or construction cost or any vendor’s privilege or lien on
such property securing all or any part of such purchase price, cost of improvement or construction
cost, including title retention agreements and leases in the nature of title retention agreements
(provided such Liens are limited to such property or assets and to improvements on such property); |
| (b) | Liens arising by operation of law; |
| (c) | any other Lien arising in connection with
indebtedness for borrowed money if, after giving effect to such Lien and any other Lien created
pursuant to this paragraph (c), at the time such Lien is granted, the aggregate principal
amount of the indebtedness for the borrowed money that is secured pursuant to this paragraph
(c) would not exceed 5% of Consolidated Net Worth; and |
| (d) | any extension, renewal, substitution or
replacement (or successive extensions, renewals, substitutions or replacements), as a whole
or in part, of any of the Liens referred to in paragraphs (a) to (c) above or any
indebtedness secured thereby; provided that such extension, renewal, substitution
or replacement Lien shall be limited to all or any part of substantially the same property
or assets that secured the Lien extended, renewed, substituted or replaced (plus improvements
on such property) and the principal amount of indebtedness secured by such Lien at such time
is not increased. |
Section 3.2 Status
of the Issuer
The Issuer shall at all times
remain a Subsidiary of the Company.
Article 4
miscellaneous
Section 4.1 Ratification
of Original Indenture
The Original Indenture, as
supplemented by this Fourth Supplemental Indenture, is in all respects ratified and confirmed, and this Fourth Supplemental Indenture
shall be deemed part of the Indenture in the manner and to the extent herein and therein provided.
Section 4.2 Governing
Law
This Fourth Supplemental
Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York. Notwithstanding the
preceding sentence of this Section 4.2, the exercise, performance or discharge by the Trustee of any of its rights, powers, duties
or responsibilities hereunder shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal
laws of Canada applicable thereto.
Section 4.3 Separability
In case any one or more of
the provisions contained in this Fourth Supplemental Indenture or in the Notes shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Fourth Supplemental
Indenture or of the Notes, but this Fourth Supplemental Indenture and the Notes shall be construed as if such invalid or illegal or unenforceable
provision had never been contained herein or therein.
Section 4.4 Counterparts
This instrument may be executed
in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same instrument. This instrument may be executed and delivered by facsimile or other electronic transmission
of a counterpart hereof bearing a manual, facsimile or other electronic signature.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT
BLANK]
IN WITNESS WHEREOF,
the parties hereto have caused this Fourth Supplemental Indenture to be duly executed as of the day and year first above written.
| |
BROOKFIELD FINANCE II INC. |
| |
|
| |
By: |
“Kunal
Dusad” |
| |
|
Name: |
Kunal Dusad |
| |
|
Title: |
Vice President |
| |
|
|
| |
BROOKFIELD CORPORATION |
| |
|
|
| |
By: |
“Nicholas
Goodman” |
| |
|
Name: |
Nicholas Goodman |
| |
|
Title: |
President and Chief Financial Officer |
| |
COMPUTERSHARE TRUST COMPANY OF CANADA |
| |
|
|
| |
By: |
“Claire
Wang” |
| |
|
Name: |
Claire Wang |
| |
|
Title: |
Corporate Trust Officer |
| |
|
|
| |
By: |
“Raji
Sivalingam” |
| |
|
Name: |
Raji Sivalingam |
| |
|
Title: |
Associate Trust Officer |
[Signature Page to BFI II Fourth Supplemental
Indenture (2026)]
ANNEX A
FORM OF NOTE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO BROOKFIELD FINANCE II INC. (THE “ISSUER”)
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME
OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.
No. 1
BROOKFIELD FINANCE II INC.
4.803% Medium Term Notes due 2036
| CUSIP / ISIN Nos. |
11271ZAD3 / CA11271ZAD39 |
| |
|
| Issue Date |
April 21, 2026 |
| |
|
| Stated Maturity Date |
April 21, 2036 |
| |
|
| Interest Rate |
4.803% |
| |
|
| Interest Calculation |
Fixed annual rate |
| |
|
| Interest Payment Dates |
April 21 and
October 21 of each year, commencing October 21, 2026 |
| |
|
| Principal Amount |
CDN$500,000,000 (the “Principal Amount”) |
| |
|
| Registered Holder |
CDS & Co. |
Brookfield Finance II Inc.,
a corporation incorporated under the laws of Ontario, Canada (herein called the “Issuer”, which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to the registered Holder hereof, or registered
assigns, on the Stated Maturity Date, or on such earlier date as the Principal Amount may become due in accordance with the provisions
of the Indenture (as defined below) and with the provisions of the pricing supplement dated April 16, 2026 attached to this Note
(the “Pricing Supplement”), on presentation and surrender of this Note, the Principal Amount and to pay interest thereon
at the Interest Rate per annum set forth above from the later of the date of issue and the last Interest Payment Date to which interest
has been paid or made available for payment on this Note, calculated as set forth above, provided that any principal and premium, and
any such installment of interest, which is overdue shall bear interest at the same rate, calculated as set forth above, and on the same
dates.
The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for
such interest, which shall be the day that is two Business Days directly preceding such Interest Payment Date. Any such interest not
so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Indenture.
Payment of the principal
of (and premium, if any) and interest on this Security will be made at the Place of Payment in such coin or currency of Canada as at
the time of payment is legal tender for payment of public and private debt; provided, however, that, at the option and expense of the
Issuer, payment of interest may be made by (i) cheque mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register or (ii) by wire transfer to an account maintained by the Person entitled thereto as specified in
the Security Register.
Reference is hereby made
to the further provisions of this Security set forth on the reverse hereof, which further provisions shall, for all purposes, have the
same effect as if set forth at this place.
Unless the certificate of
authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual, facsimile or other electronic signature,
this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
For
U.S. beneficial holders only: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY U.S. STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING
OR OTHERWISE HOLDING THESE SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY: (A) TO THE ISSUER, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE
904 OF REGULATION S UNDER THE U.S. SECURITIES ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS,
(C) IN ACCORDANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, OR (2) RULE 144 UNDER THE U.S.
SECURITIES ACT, IF AVAILABLE, (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, OR (E) IN
ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR APPLICABLE U.S. STATE SECURITIES LAWS, AND, IN
EACH CASE IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS; PROVIDED THAT, IN THE CASE OF TRANSFERS PURSUANT TO (C)(2) OR
(E) ABOVE, AN OPINION OF COUNSEL OF RECOGNIZED STANDING AND/OR SUCH OTHER EVIDENCE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY
TO THE ISSUER AND THE TRUSTEE MUST FIRST BE PROVIDED THAT THE TRANSFER OF SUCH SECURITIES IS NOT REQUIRED TO BE REGISTERED UNDER THE
U.S. SECURITIES ACT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON
STOCK EXCHANGES IN CANADA.
[The balance of this page is intentionally
left blank; signature page follows]
IN WITNESS WHEREOF,
the Issuer has caused this instrument to be duly executed by its representative.
Dated: April 21, 2026
| |
BROOKFIELD FINANCE II INC. |
| |
|
| |
By: |
|
| |
|
Name: |
| |
|
Title: |
(FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION)
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This Note is one of the Notes referred to in the
Indenture referred to above.
| |
COMPUTERSHARE TRUST |
| |
COMPANY OF CANADA, as Trustee |
| |
|
| |
|
| |
By: Authorized Officer |
| |
|
| |
Dated: |
|
| |
|
(FORM OF REGISTRATION PANEL)
(NO WRITING HEREON EXCEPT BY THE
TRUSTEE OR OTHER REGISTRAR)
| DATE OF REGISTRY |
IN
WHOSE NAME
REGISTERED |
SIGNATURE
OF TRUSTEE
OR OTHER REGISTRAR |
| |
|
|
| |
|
|
| |
|
|
[Reverse of Note.]
This Security is one of a
duly authorized issue of securities of the Issuer (herein called the “Securities”), issued and to be issued in one or more
series under an Indenture, dated as of December 14, 2022 (the “Original Indenture”), as supplemented by the Fourth Supplemental
Indenture, dated as of April 21, 2026 (the “Fourth Supplemental Indenture”) (the Original Indenture and the Fourth Supplemental
Indenture together herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument), between
the Issuer, Brookfield Corporation (the “Company”), as guarantor, and Computershare Trust Company of Canada, as trustee (herein
called the “Trustee”, which term includes any successor trustee under the Indenture). The Indenture and the Pricing Supplement
specify the terms and conditions upon which the Notes are issued or may be issued and held and the rights of the Holders of Notes, the
Issuer, the Company and the Trustee, all of which are incorporated by reference in this Note and to all of which the Holder of this Note,
by acceptance hereof, agrees.
This Security is one of the
series designated on the face hereof, initially limited in aggregate principal amount to CDN$500,000,000, all of which are issued under
the Fourth Supplemental Indenture. The Issuer may from time to time, without the consent of the holders of the Securities, create and
issue further securities having the same terms and conditions in all respects as the Securities issued on the date hereof, except for
the issue date, the issue price and the first payment of interest thereon. Additional securities issued in this manner will be consolidated
with and will form a single series with the Securities; provided that if any additional securities issued after the date hereof are not
fungible with the Securities issued on the date hereof, then such additional securities shall be issued with a separate CUSIP or ISIN
number so that they are distinguishable from the Securities.
The Issuer will pay to each
relevant Holder or beneficial owner certain Other Additional Amounts as may be payable as contemplated in Section 2.12 of the Fourth
Supplemental Indenture and as described in any applicable supplemental indenture.
The Securities are redeemable,
at any time at the Issuer’s option, at the Redemption Price as described in the Fourth Supplemental Indenture. The Securities are
also redeemable as described in any applicable supplemental indenture as contemplated in Section 2.12 of the Fourth Supplemental
Indenture.
So long as the Issuer is
not in default under the Indenture, the Issuer may purchase Notes in the open market, by tender or by private contract at any price.
Upon the occurrence of a
Change of Control Triggering Event, the Issuer will be required to make an offer to purchase the Securities at a price equal to 101%
of their principal amount, plus accrued and unpaid interest to the date of repurchase.
If an Event of Default with
respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.
In the event of purchase
of this Security in part only, a new Security or Securities of this series and of like tenor for the unpurchased portion hereof will
be issued in the name of the Holder hereof upon the cancellation hereof.
The Indenture contains provisions
for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect
to this Security, in each case upon compliance with certain conditions set forth in the Indenture.
The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the
rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Issuer, the Company and
the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series
to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities
of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Issuer
or the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or in exchange hereafter or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.
As provided in the Indenture
and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender
of this Security for registration of transfer at the Place of Payment, duly endorsed by, or accompanied by a written instrument of transfer,
in form satisfactory to the Issuer and the Security Registrar, duly executed by the Holder hereof or attorney duly authorized in writing,
and, thereupon, one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
The Securities of this series
are issuable only in registered form without coupons in initial denominations of CDN$1,000 and integral multiples thereof. As provided
in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering
the same.
No service charge shall be
made for any such registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
Prior to due presentment
of this Security for registration of transfer, the Issuer, the Company, the Trustee and any agent of the Issuer, the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Issuer, the Company, the Trustee nor any such agent shall be affected by notice to the contrary.
THE LAWS OF THE STATE OF
NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE AND THE SECURITIES. Notwithstanding the preceding sentence of this paragraph,
the exercise, performance or discharge by the Trustee of any of its rights, powers, duties or responsibilities hereunder shall be governed
by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable thereto.
All terms used in this Security
which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
