EX-4.2



 Exhibit 4.2 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO UNITED PARCEL SERVICE,
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. 

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN
THE INDENTURE) OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A
NOMINEE THEREOF, EXCEPT IN THE CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS SECURITY WILL BE A GLOBAL SECURITY SUBJECT TO THE
FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES. 







 UNITED PARCEL SERVICE, INC. 

 

			
	 No. [•]
	  	 C$[•]


 CUSIP: 911312BD7 
 ISIN:
CA911312BD72 
 2.125% Senior Notes due 2024 

United Parcel Service, Inc., a corporation duly organized and existing under the laws of Delaware (herein called the “Company”,
which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to CDS & CO., or registered assigns, the principal sum of [•] (C$[•]), or such other principal
amount as may be set forth in the records of the Securities Registrar hereinafter referred to in accordance with the Indenture, on May 21, 2024 and to pay interest thereon from May 18, 2017, or from the most recent date to which interest
has been paid or duly provided for, semi-annually in arrears on May 21 and November 21 of each year (each an “Interest Payment Date”), commencing on November 21, 2017 at the rate of 2.125% per annum, until the principal
hereof is paid or made available for payment. 
 Interest payable on this Security on any Interest Payment Date, redemption date or maturity
date shall be the amount of interest accrued from, and including, the next preceding Interest Payment Date in respect of which interest has been paid or duly provided for (or from and including the original issue date of this Security, if no
interest has been paid or duly provided for) to, but excluding, such Interest Payment Date, redemption date or maturity date, as the case may be. If any Interest Payment Date (other than the maturity date) is not a Business Day at the relevant place
of payment, the Company will pay interest on the next day that is a Business Day at such place of payment as if payment were made on the date such payment was due, except that if such Business Day is in the immediately succeeding calendar month,
such Interest Payment Date (other than the maturity date) shall be the immediately preceding Business Day. If the maturity date of the Securities is not a Business Day at the relevant place of payment, the Company will pay interest, if any, and
principal and premium, if any, on the next day that is a Business Day at such place of payment as if payment were made on the date such payment was due, and no interest will accrue on the amounts so payable for the period from and after such date to
the immediately succeeding Business Day. The rights of Holders of beneficial interests in the Security to receive the payments of interest on such Security are subject to the applicable procedures of CDS. 

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 fifteenth calendar day, which shall be the close of business on May 6 and November 6 (whether or not a Business
Day) immediately preceding the related Interest Payment Date; provided, however, that interest payable on the maturity date or any redemption date shall be payable to the Person to whom the principal of this Security shall be payable. Any such
interest not so punctually paid or duly provided for shall 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 set 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 said Indenture. 

“Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking
institutions are authorized or required by law or regulation or executive order to close in Toronto, Ontario, Canada or New York, New York, United States. 

The term “maturity,” when used with respect to a Security, means the date on which the principal of such Security or an installment
of principal becomes due and payable as therein provided or as provided in the Indenture, whether at the stated maturity or by declaration of acceleration, call for redemption, repayment or otherwise. 

All payments of Maturity Consideration and interest will be made in the lawful currency of Canada (“CAD”). 

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 signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 







 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 

 

					
	 Dated:
                        
	 		 	
		 		 	 UNITED PARCEL SERVICE,
INC.

			
		 		 	  

	Attest:	 		 	
			
	  
	 		 	








 REVERSE OF SECURITY 

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be
issued in one or more series under an Indenture, dated as of August 26, 2003 (as supplemented, herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument), between the Company and The Bank of
New York Mellon Trust Company, N.A. (as successor to Citibank, N.A.), as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of
the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security
is one of the series designated on the face hereof. 
 Optional Redemption 

The Securities are redeemable at any time and from time to time prior to March 21, 2024 (the “Par Call Date”) as a whole or in
part, at the option of the Company, on at least 30 days’, but not more than 60 days’, prior notice mailed (or otherwise transmitted in accordance with the applicable procedures of CDS) to the registered address of each Holder of the
Securities to be redeemed, at a redemption price equal to the greater of: (i) 100% of the principal amount of the Securities to be redeemed; and (ii) the Canada Yield Price, plus in each case accrued and unpaid interest to the date of
redemption and additional amounts, if any. 
 “Canada Yield Price” means, in respect of any Securities being redeemed, the price,
in respect of the Securities, calculated as of the third business day prior to the redemption date of such Securities, equal to the sum of the present values of the remaining scheduled payments of interest (not including any portion of the payments
of interest accrued as of the date of redemption) and principal on the Securities to be redeemed from the redemption date to the Par Call Date using a discount rate equal to the Government of Canada Yield on such business day plus 21.5 basis points.

 “Government of Canada Yield” means, on any date, the bid-side yield to maturity on such
date as determined by the arithmetic average (rounded to three decimal places) of the yields quoted at 10:00 a.m. (Toronto time) by any two investment dealers in Canada selected by the Company, assuming semi-annual compounding and calculated in
accordance with generally accepted financial practice, which a non-callable Government of Canada bond maturing on the Par Call Date would carry if issued in Canadian dollars in Canada at 100% of its principal
amount on the redemption date. 
 The Securities will be redeemable at any time on or after the Par Call Date, in whole or in part, at the
Company’s option, on at least 30 days’, but not more than 60 days’, prior notice mailed (or otherwise transmitted in accordance with the applicable procedures of CDS) to the registered address of each Holder of the Securities to be
redeemed, at a redemption price equal to 100% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest and additional amounts, if any, on the principal amount of the Securities to be redeemed to, but excluding, the
redemption date. 







 If money sufficient to pay the redemption price of all of the Securities (or portions thereof) to
be redeemed on the redemption date is deposited with the trustee or paying agent on or before the redemption date and certain other conditions are satisfied, then on and after such redemption date, interest will cease to accrue on such Securities
(or such portion thereof) called for redemption. 
 On or before the redemption date, the Company will deposit with the paying agent or set
aside, segregate and hold in trust (if the Company is acting as paying agent), funds sufficient to pay the redemption price of, and accrued and unpaid interest on, such Securities to be redeemed on that redemption date. If fewer than all of the
Securities are to be redeemed, the trustee will select, not more than 60 days prior to the redemption date, the particular Securities or portions thereof to be redeemed from the outstanding Securities not previously called for redemption by such
method as the trustee deems fair and appropriate; provided that if the Securities are represented by one or more global Securities, beneficial interests in the Securities will be selected for redemption by CDS in accordance with its standard
procedures therefor. 
 The Company may at any time, and from time to time, purchase the Securities at any price or prices in the open
market or otherwise. 
 Payment of Additional Amounts 

Subject to the exceptions and limitations set forth below, the Company will pay to or on account of any United States Alien Holder (as defined
below) such additional amounts as may be necessary to ensure that every net payment by the Company of the principal of and interest on such Securities, after deduction or withholding for or on account of any present or future tax, assessment or
other governmental charge imposed upon or as a result of such payment, by the United States or any political subdivision or taxing authority of the United States, will be equal to the amount that would have been payable had no such deduction or
withholding been required. However, the Company will not pay additional amounts for or on account of: 
  

	 	(a)	any such tax, assessment or other governmental charge which would not have been so imposed but for (i) the existence of any present or former connection between the Holder or beneficial owner of a Security (or
between a fiduciary, settlor, beneficiary, member or shareholder of such person, if such person is an estate, a trust, a partnership or a corporation) and the United States, including, without limitation, such person (or such fiduciary, settlor,
beneficiary, member or shareholder) being or having been a citizen or resident thereof or being or having been engaged in a trade or business or present therein or having, or having had, a permanent establishment therein or (ii) the
presentation, where required, by the Holder of any such Securities for payment on a date more than 15 calendar days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever
occurs later; 

  

	 	(b)	any estate, inheritance, gift, sales, transfer or personal property tax or any similar tax, assessment or governmental charge; 









	 	(c)	any tax, assessment or other governmental charge imposed by reason of the Holder or beneficial owner’s past or present status as a personal holding company or foreign personal holding company or controlled foreign
corporation or passive foreign investment company for U.S. federal income tax purposes or as a corporation which accumulates earnings to avoid United States federal income tax or as a private foundation or other
tax-exempt organization with respect to the United States; 

  

	 	(d)	any tax, assessment or other governmental charge which is payable otherwise than by withholding from payments on or in respect of any Security; 


 

	 	(e)	any tax, assessment or other governmental charge which would not have been imposed but for the failure to comply with certification, information or other reporting requirements concerning the nationality, residence or
identity of the Holder or beneficial owner of such Security, if such compliance is required by statute or by regulation of the United States or of any political subdivision or taxing authority thereof or therein as a precondition to relief or
exemption from such tax, assessment or other governmental charge; 

  

	 	(f)	any tax, assessment or other governmental charge that would not have been imposed but for a failure by the Holder or beneficial owner (or any financial institution through which the Holder or beneficial owner holds any
Security or through which payment on the Security is made) to comply with any certification, information, identification, documentation or other reporting requirements (including entering into and complying with an agreement with the Internal
Revenue Service) imposed pursuant to, or complying with any requirements imposed under an intergovernmental agreement entered into between the United States and the government of another country in order to implement the requirements of, Sections
1471 through 1474 of the Internal Revenue Code as in effect on the date of issuance of the Securities or any successor or amended version of these provisions, to the extent such successor or amended version is not materially more onerous to comply
with than these provisions as enacted on such date; 

  

	 	(g)	any tax, assessment or other governmental charge imposed by reason of such beneficial owner’s past or present status as the actual or constructive owner of 10% or more of the total combined voting power of all
classes of stock entitled to vote of the Company or as a direct or indirect affiliate of the Company; 

  

	 	(h)	any tax, assessment or other governmental charge required to be deducted or withheld by any Paying Agent from a payment on a Security upon presentation of such Security, where required, if such payment can be made
without such deduction or withholding upon presentation of such Security, where required, to any other Paying Agent located in Canada; 

  

	 	(i)	any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the beneficial owner being a bank (i) purchasing the Securities in the ordinary course of its lending business or
(ii) that is neither (A) buying the Securities for investment purposes only nor (B) buying the Securities for resale to a third-party that either is not a bank or holding the Securities for investment purposes only; or










	 	(j)	any combination of two or more of items (a), (b), (c), (d), (e), (f), (g), (h) and (i), 

 nor shall additional
amounts be paid with respect to any payment on a Security to a United States Alien Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the
United States (or any political subdivision thereof) to be included in the income, for tax purposes, of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to
the additional amounts had such beneficiary, settlor, member or beneficial owner been the Holder of the Securities. 
 The term “United
States Alien Holder” means any beneficial owner of a Security that is not, for United States federal income tax purposes, (i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity created or
organized in or under the laws of the United States or any political subdivision thereof, (iii) an estate whose income is subject to United States federal income tax regardless of its source, or (iv) a trust if a court within the United
States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or if such trust has a valid election in effect under
applicable U.S. Treasury regulations to be treated as a United States person. Except as specifically provided in this instrument, the Company will not be required to make any payment for any tax, assessment or other governmental charge imposed by
any government or a political subdivision or taxing authority of or in any government or political subdivision.
 The Securities are subject
in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to the Securities. 
 Redemption for
Tax Reasons 
 If, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of
the United States or of any political subdivision or any taxing authority thereof or therein affecting taxation, or any change in, or amendment to, an official position regarding the application or interpretation of such laws, regulations or
rulings, which change or amendment is announced and becomes effective on or after May 18, 2017, the Company becomes or will become obligated to pay additional amounts as described above with respect to the Securities of this series, then the
Company may at any time at the Company’s option redeem, in whole, but not in part, the Securities of this series on not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to 100% of their principal amount,
together with any accrued and unpaid interest and additional amounts on the Securities of this series to, but not including, the redemption date. If the Company exercises its option to redeem the Securities of this series pursuant to this paragraph,
it shall deliver to the Trustee an Officer’s Certificate stating that it is entitled to redeem the Securities of this series and an opinion of independent tax counsel to the effect that the circumstances described in this paragraph exist. 







 Unless the Company defaults on the payment of the redemption price, on and after the redemption
date, interest will cease to accrue on the principal amount of this Security to be redeemed. 
 Additional Covenants 

The Company will not create, assume, incur or guarantee, and will not permit any Restricted Subsidiary to create, assume, incur or guarantee,
any Secured Indebtedness without making provision whereby this Security shall be secured equally and ratably with, or prior to, such Secured Indebtedness, together with, if the Company shall so determine, any other Indebtedness of the Company or any
Restricted Subsidiary then existing or thereafter created that is not subordinate to this Security, so long as the Secured Indebtedness shall be outstanding, unless such Secured Indebtedness, when added to (a) the aggregate amount of all
Secured Indebtedness then outstanding (not including in this computation Secured Indebtedness if this Security is secured equally and ratably with (or prior to) such Secured Indebtedness and further not including in this computation any Secured
Indebtedness that is concurrently being retired) and (b) the aggregate amount of all Attributable Debt then outstanding pursuant to Sale and Leaseback Transactions entered into by the Company after January 26, 1999, or entered into by a
Restricted Subsidiary after January 26, 1999 or, if later, the date on which it became a Restricted Subsidiary (not including in this computation any Attributable Debt that is concurrently being retired), would not exceed 10% of Consolidated
Net Tangible Assets. 
 The Company will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Leaseback
Transaction unless (a) the sum of (i) the Attributable Debt to be outstanding pursuant to such Sale and Leaseback Transaction, (ii) all Attributable Debt then outstanding pursuant to all other Sale and Leaseback Transactions entered
into by the Company after January 26, 1999, or entered into by a Restricted Subsidiary after January 26, 1999 or, if later, the date on which it became a Restricted Subsidiary, and (iii) the aggregate of all Secured Indebtedness then
outstanding (not including in this computation Secured Indebtedness if this Security is secured equally and ratably with (or prior to) such Secured Indebtedness) would not exceed 10% of Consolidated Net Tangible Assets, or (b) an amount equal
to the greater of (i) the net proceeds to the Company or the Restricted Subsidiary of the sale of the Principal Property sold and leased back pursuant to such Sale and Leaseback Transaction and (ii) the amount of Attributable Debt to be
outstanding pursuant to such Sale and Leaseback Transaction is applied to the retirement of Funded Debt of the Company or any Restricted Subsidiaries (other than Funded Debt that is subordinate to this Security or is owing to the Company or any
Restricted Subsidiaries or is scheduled to mature within one year after consummation of such Sale and Leaseback Transaction) within 180 days after the consummation of such Sale and Leaseback Transaction. 

Default in the performance, or breach, of either of the covenants set forth in the preceding two paragraphs will be an “Event of
Default” under Section 5.01 of the Indenture, and the covenants set forth in the preceding two paragraphs will be subject to defeasance in accordance with Section 13.03 of the Indenture. 

“Attributable Debt” means, as of the date of its determination, the present value (discounted semiannually at an interest rate of
7.0% per annum) of the obligation of a lessee for rental payments pursuant to any Sale and Leaseback Transaction (reduced by the amount of the 







 
rental obligations of any sublessee of all or part of the same property) during the remaining term of such Sale and Leaseback Transaction (including any period for which the lease relating
thereto has been extended), such rental payments not to include amounts payable by the lessee for maintenance and repairs, insurance, taxes, assessments and similar charges and for contingent rents (such as those based on sales). In the case of any
Sale and Leaseback Transaction in which the lease is terminable by the lessee upon the payment of a penalty, such rental payments shall be considered for purposes of this definition to be the lesser of the discounted values of (a) the rental
payments to be paid under such Sale and Leaseback Transaction until the first date (after the date of such determination) upon which it may be so terminated plus the then applicable penalty upon such termination, and (b) the rental payments
required to be paid during the remaining term of such Sale and Leaseback Transaction (assuming such termination provision is not exercised). 

“Capitalized Lease Obligation” means any obligation to pay rent or other amounts under a lease of (or other agreement conveying the
right to use) real or personal property that is required to be classified and accounted for as a capital lease obligation under generally accepted accounting principles, and, for the purposes of this Security, the amount of such obligation at any
date shall be the capitalized amount thereof at such date, determined in accordance with such principles. 
 “Consolidated Net Tangible
Assets” means at any date, the total assets appearing on the Company’s most recently prepared consolidated balance sheet as of the end of the Company’s fiscal quarter, prepared in accordance with generally accepted accounting
principles, less (a) all current liabilities as shown on such balance sheet and (b) Intangible Assets. 
 “Funded Debt”
means any indebtedness maturing by its terms more than one year from its date of issue, including any indebtedness renewable or extendable at the option of the obligor to a date later than one year from the date of the original issuance thereof.

 “Indebtedness” means (a) any liability of any Person (i) for borrowed money, or under any reimbursement obligation
relating to a letter of credit, (ii) evidenced by a bond, note, debenture or similar instrument, including a purchase money obligation, given in connection with the acquisition of any businesses, properties or assets of any kind or with
services incurred in connection with capital expenditures, other than a trade payable or a current liability arising in the ordinary course of business, or (iii) for the payment of money relating to a Capitalized Lease Obligation, or
(iv) for Interest Rate Protection Obligations; (b) any liability of others described in the preceding clause (a) that the Person has guaranteed or that is otherwise its legal liability; and (c) any amendment, supplement,
modification, deferral, renewal, extension or refunding of any liability of the types referred to in clauses (a) and (b) above. 

“Intangible Assets” means at any date the value (net of any applicable reserves), as shown on or reflected in the Company’s
most recently prepared consolidated balance sheet, prepared in accordance with generally accepted accounting principles, of: (a) all trade names, trademarks, licenses, patents, copyrights and goodwill; (b) organizational and development
costs; (c) deferred charges (other than prepaid items such as insurance, taxes, interest, commissions, rents and similar items and tangible assets being amortized); and (d) unamortized debt discount and expense, less unamortized premium.








 “Interest Rate Protection Obligations” of any Person means the obligations of such
Person pursuant to any arrangement with any other Person whereby, directly or indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying a fixed rate of interest on a stated notional amount in exchange
for periodic payments made by such Person calculated by applying a floating rate of interest on the same notional amount. 

“Liens” means any mortgage, lien, pledge, security interest, charge or encumbrance. 

“Principal Property” means any land, land improvements, buildings and associated factory, distribution, laboratory and office
equipment (excluding any motor vehicles, aircraft, mobile materials handling equipment, data processing equipment and rolling stock) constituting a distribution facility, operating facility, manufacturing facility, development facility, warehouse
facility, service facility or office facility (including any portion thereof), which facility (a) is owned by or leased to the Company or any Restricted Subsidiary, (b) is located within the United States and (c) has an acquisition
cost plus capitalized improvements in excess of 0.50% of Consolidated Net Tangible Assets as of the date of such determination, other than (i) any such facility, or portion thereof, which has been financed by obligations issued by or on behalf
of a State, a Territory or a possession of the United States, or any political subdivision of any of the foregoing, or the District of Columbia, the interest on which is excludable from gross income of the holders thereof (other than a
“substantial user” of such facility or a “related Person” as those terms are used in Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”)) pursuant to the provisions of Section 103 of the
Code (or any similar provision hereafter enacted) as in effect at the time of issuance of such obligations, (ii) any such facility that the Board of Directors may by Board Resolution declare is not of material importance to the Company and the
Restricted Subsidiaries taken as a whole and (iii) any such facility, or portion thereof, owned or leased jointly or in common with one or more Persons other than the Company and any Subsidiary and in which the interest of the Company and all
Subsidiaries does not exceed 50%. 
 “Restricted Securities” means any shares of the capital stock or Indebtedness of any
Restricted Subsidiary. 
 “Restricted Subsidiary” means (a) any Subsidiary (i) which has substantially all its property
within the United States of America, (ii) which owns or is a lessee of any Principal Property and (iii) in which the investment of the Company and all other Subsidiaries exceeds 0.50% of Consolidated Net Tangible Assets as of the date of
such determination; provided, however, that the term “Restricted Subsidiary” shall not include: (A) any Subsidiary (x) primarily engaged in the business of purchasing, holding, collecting, servicing or otherwise dealing in and
with installment sales contracts, leases, trust receipts, mortgages, commercial paper or other financing instruments, and any collateral or agreements relating thereto, including in the business, individually or through partnerships, of financing,
whether through long- or short-term borrowings, pledges, discounts or otherwise, the sales, leasing or other operations of the Company and the Subsidiaries or any of them, or (y) engaged in the business of financing the assets and operations of
third parties, and (z) in any case, not, except as incidental to such financing business, engaged in owning, leasing or operating any property which, but for this proviso, would qualify as Principal Property or (B) any Subsidiary acquired
or organized after January 26, 1999, for the purpose of acquiring the stock or business or assets of any Person other than the Company or any Restricted Subsidiary, whether by merger, consolidation, acquisition of








 
stock or assets or similar transaction analogous in purpose or effect, so long as such Subsidiary does not acquire by merger, consolidation, acquisition of stock or assets or similar transaction
analogous in purpose or effect all or any substantial part of the business or assets of the Company or any Restricted Subsidiary; and (b) any other Subsidiary that is hereafter designated by the Board of Directors as a Restricted Subsidiary.

 “Sale and Leaseback Transaction” means any arrangement with any Person providing for the leasing by the Company or any
Restricted Subsidiary of any Principal Property (whether such Principal Property is now owned or hereafter acquired) that has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person, other than
(a) leases for a term, including renewals at the option of the lessee, of not more than three years; (b) leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries and (c) leases of Principal Property
executed by the time of, or within 180 days after the latest of, the acquisition, the completion of construction or improvement (including any improvements on property that will result in such property becoming a Principal Property), or the
commencement of commercial operation of such Principal Property. 
 “Secured Indebtedness” means (a) Indebtedness of the
Company or a Restricted Subsidiary that is secured by any Lien upon any Principal Property or Restricted Securities, and (b) Indebtedness of the Company or a Restricted Subsidiary in respect of any conditional sale or other title retention
agreement covering Principal Property or Restricted Securities; but “Secured Indebtedness” shall not include any of the following: 

(a) Indebtedness of the Company and the Restricted Subsidiaries outstanding on January 26, 1999, secured by then existing
Liens upon, or incurred in connection with conditional sales agreements or other title retention agreements with respect to Principal Property or Restricted Securities; 

(b) Indebtedness that is secured by (i) purchase money Liens upon Principal Property acquired after January 26, 1999,
(ii) Liens placed on Principal Property after January 26, 1999, during construction or improvement thereof (including any improvements on property which will result in such property becoming Principal Property) or placed thereon within 180 days
after the later of acquisition, completion of construction or improvement or the commencement of commercial operation of such Principal Property or improvement, or placed on Restricted Securities acquired after January 26, 1999 or
(iii) conditional sale agreements or other title retention agreements with respect to any Principal Property or Restricted Securities acquired after January 26, 1999, if (in each case referred to in this subparagraph (b)) (x) such Lien or
agreement secures all or any part of the Indebtedness incurred for the purpose of financing all or any part of the purchase price or cost of construction of such Principal Property or improvement or Restricted Securities and (y) such Lien or
agreement does not extend to any Principal Property or Restricted Securities other than the Principal Property so acquired or the Principal Property, or portion thereof, on which the property so constructed or such improvement is located; provided,
however, that the amount by which the aggregate principal amount of Indebtedness secured by any such Lien or agreement exceeds the cost to the Company or such Restricted Subsidiary of the related acquisition, construction or improvement will be
considered to be “Secured Indebtedness;” 







 (c) Indebtedness that is secured by Liens on Principal Property or Restricted
Securities, which Liens exist at the time of acquisition (by any manner whatsoever) of such Principal Property or Restricted Securities by the Company or a Restricted Subsidiary; 

(d) Indebtedness of Restricted Subsidiaries owing to the Company or any other Restricted Subsidiary and Indebtedness of the
Company owing to any Restricted Subsidiary; 
 (e) In the case of any corporation that becomes (by any manner whatsoever) a
Restricted Subsidiary after January 26, 1999, Indebtedness that is secured by Liens upon, or conditional sale agreements or other title retention agreements with respect to, its property that constitutes Principal Property or Restricted
Securities, which Liens exist at the time such corporation becomes a Restricted Subsidiary; 
 (f) Guarantees by the Company
of Secured Indebtedness and Attributable Debt of any Restricted Subsidiaries and guarantees by a Restricted Subsidiary of Secured Indebtedness and Attributable Debt of the Company and any other Restricted Subsidiaries; 

(g) Indebtedness arising from any Sale and Leaseback Transaction; 

(h) Indebtedness secured by Liens on property of the Company or a Restricted Subsidiary in favor of the United States of
America, any State, Territory or possession thereof, or the District of Columbia, or any department, agency or instrumentality or political subdivision of the United States of America or any State, Territory or possession thereof, or the District of
Columbia, or in favor of any other country or any political subdivision thereof, if such Indebtedness was incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Lien;
provided, however, that the amount by which the aggregate principal amount of Indebtedness secured by any Lien exceeds the cost to the Company or the Restricted Subsidiary of the related acquisition or construction will be considered to be
“Secured Indebtedness”; 
 (i) Indebtedness secured by Liens on aircraft, airframes or aircraft engines, aeronautic
equipment or computers and electronic data processing equipment; and 
 (j) The replacement, extension or renewal, or
successive replacements, extensions or renewals, of any Indebtedness, in whole or in part, excluded from the definition of “Secured Indebtedness” by subparagraphs (a) through (i) above; provided, however, that no Lien securing, or
conditional sale or title retention agreement with respect to, such Indebtedness will extend to or cover any Principal Property or any Restricted Securities, other than such property that secured the Indebtedness so replaced, extended or renewed,
plus improvements on or to any such Principal Property, provided further, however, that to the extent that such replacement, extension or renewal increases the principal amount 







 
of Indebtedness secured by such Lien or is in a principal amount in excess of the principal amount of Indebtedness excluded from the definition of “Secured Indebtedness” by
subparagraphs (a) through (i) above, the amount of such increase or excess will be considered to be “Secured Indebtedness.” 

In no event shall the foregoing provisions be interpreted to mean that the same Indebtedness is included more than once in the calculation of
“Secured Indebtedness” as that term is used in this Security, nor shall their operation cause this result. 
 The Indenture
contains provisions whereby (i) the Company may be discharged from its obligations with respect to the Securities (subject to certain exceptions) or (ii) the Company may be released from its obligation under specified covenants and
agreements in the Indenture, in each case if the Company satisfies certain conditions, all as more fully provided in the Indenture. For purposes of such provisions, Canadian government securities shall be used instead of United States government
securities in respect of payments due in CAD on the Securities of this series. 
 If an Event of Default with respect to the 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. 

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the Holders of the Securities of each series issued under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate 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 aggregate 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 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 herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security. 
 As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the
right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of
Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made a written request to the Trustee to institute proceedings in respect
of such Event of Default as Trustee and offered the Trustee indemnity satisfactory to the trustee, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a
direction inconsistent with such request, and shall have failed to institute any such proceeding for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this
Security for the enforcement of any payment or delivery of the Maturity Consideration hereof or any premium or interest hereon on or after the respective due dates expressed herein. 







 No reference herein to the Indenture and no provision of this Security or of the Indenture shall
affect or impair the obligation of the Company, which is absolute and unconditional, to pay the Maturity Consideration and interest on this Security at the times, place and rate, and in the manner, herein prescribed. 

As provided in the Indenture and subject to certain limitations set forth therein and in this Security, the transfer of this Security is
registrable in the Security Register upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the Maturity Consideration and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by the Holder hereof or his 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. No service charge shall be made for any such registration of transfer or exchange, but the Company
and the Security Registrar 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 Company, the Trustee and any agent of 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 Company, the Trustee nor any such agent shall be affected by notice to the contrary. 

Except in the limited circumstances described in Section 3.05 of the Indenture, this Security shall be issued in the form of one or more
Global Securities and a common depositary for the accounts of CDS shall be the Depositary for such Global Security or Securities. Clause 2(A)(ii) of the eighth paragraph of Section 3.05 of the Indenture shall be inapplicable to this Security.

 The Securities of this series are issuable only in fully registered book-entry form in minimum denominations of C$1,000 and integral
multiples of C$1,000 in excess thereof. As provided in the Indenture and subject to certain limitations set forth therein, 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. 
 Notices to Holders of the Securities of
this series will be sent by mail or email to the registered Holders, or otherwise in accordance with the procedures of the applicable depositary. 

This Security shall be governed by and construed in accordance with the laws of the State of New York without giving effect to principles of
conflicts of laws of such state. 







 All terms used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture. 







 This is one of the Securities of the series designated herein referred to in the Indenture. 

 

			
	 THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.,
 As Trustee

		
	By:	 	  

		 	Authorized Signatory









 [FORM OF TRANSFER NOTICE] 

FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto 

Insert Taxpayer Identification No. 

(Please print or typewrite name and address including zip code of assignee) 

the within Security and all rights thereunder, hereby irrevocably constituting and appointing
                    to transfer said Security on the books of the Company with full power of substitution in the premises. 

 

	
	  

	By:
	Date:








 SCHEDULE OF INCREASES OR DECREASES IN SECURITY 

The following increases or decreases in this Security have been made: 

 

									
	 Date of 

Exchange
	  	 Amount of decrease in

Principal Amount of this

Security
	  	 Amount of increase in

Principal Amount of this

Security
	  	 Principal Amount of this

Security following such
 decrease or
increase
	  	 Signature of authorized

officer of Trustee or
 Securities
Custodian









 OPTION TO ELECT REPAYMENT 

If you elect to have this Security purchased by the Company pursuant to the terms of the Security, check the box: 

 
 ☐ 

If you want to elect to have only part of this Security purchased by the Company pursuant to the terms of the Security, state the amount in
principal amount (must be in denominations of C$1,000 or an integral multiple of C$1,000 in excess thereof): C$                     and specify the
denomination or denominations (which shall not be less than the minimum authorized denomination) of the Securities to be issued to the Holder for the portion of the Security not being repurchased (in the absence of any such specification, one such
Security will be issued for the portion not being repurchased):                     . 

 

					
	
Date:                  
   
	 	 Your Signature
	  	  

		 		  	 (Sign exactly as your name appears on the other side of the Security)


  

			
	 Signature Guarantee:
	 	  

		 	(Signature must be guaranteed)

 The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations
and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15.