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| Article One Interpretation |
1 |
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| 1.01 |
To be Read with Indenture; Governing Law
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1 |
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| 1.02 |
Definitions
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1 |
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| 1.03 |
Conflict Between Series Supplement and Indenture
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4 |
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| 1.04 |
Interpretation Provisions in Indenture
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4 |
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| 1.05 |
Exhibits
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4 |
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| Article Two Debt Securities |
4 |
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| 2.01 |
Creation and Designation
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4 |
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| 2.02 |
Limitation on Aggregate Principal Amount
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4 |
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| 2.03 |
Currency
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5 |
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| 2.04 |
Denominations
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5 |
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| 2.05 |
Date and Stated Maturity
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5 |
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| 2.06 |
Interest
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5 |
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| 2.07 |
Additional Amounts
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6 |
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| 2.08 |
Redemption and Purchase
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7 |
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| 2.09 |
Sinking Fund
|
8 |
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| 2.10 |
Defeasance
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8 |
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| 2.11 |
Form and Certification
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8 | |
| 2.12 |
Identification
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8 |
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| 2.13 |
Non-Business Days
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8 |
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| Article Three Covenants With Respect To The Notes |
9 |
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| 3.01 |
Negative Covenants in the Indenture
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9 |
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| 3.02 |
Additional Negative Covenants
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9 |
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| Article Four Miscellaneous Provisions |
10 |
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| 4.01 |
Confirmation of Indenture
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10 |
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| 4.02 |
Acceptance of Trusts
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10 |
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| 4.03 |
Counterparts and Formal Date
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11 |
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| Article Five Additional Covenant With Respect to the Notes — Offer to Repurchase Notes |
11 |
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| 5.01 |
Offer to Repurchase Notes on Change of Control Triggering Event
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11 |
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| Exhibit A To Thirty-Sixth Series Supplement |
A-1 |
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| 1.01 |
To be Read with Indenture; Governing Law
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| 1.02 |
Definitions
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| (1) |
All capitalized terms used but not defined in this Series Supplement shall have the meanings specified in the Indenture except that for the purpose, and only for the purpose, of this Series Supplement and the Notes:
|
| (a) |
clause (dd) of the definition of “Permitted Liens” is amended to read as follows:
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| (b) |
the definition of the term “Unrestricted Sale and Lease-Back Transaction” is amended to read as follows:
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| (c) |
the definition of the term “Restricted Subsidiary” is amended to read as follows:
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| (2) |
In addition, the following terms shall have the following meanings:
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| (a) |
Indebtedness of the Restricted Subsidiaries from time to time secured by Liens constituting Permitted Liens under any of clauses (a) to (cc) inclusive of the definition of Permitted Liens;
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| (b) |
Indebtedness (excluding Indebtedness outstanding under commercial paper programs) of the Restricted Subsidiaries existing on the date of this Series Supplement and, in the case of any Person which is not a Restricted Subsidiary on the date
of this Series Supplement or which ceases to be a Restricted Subsidiary after the date of this Series Supplement, at the time such Person becomes, or again becomes, as the case may be, a Restricted Subsidiary;
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| (c) |
Indebtedness of a Restricted Subsidiary owing to the Issuer or to another Restricted Subsidiary;
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| (d) |
commercial paper issued from time to time by any one or more of the Restricted Subsidiaries in a principal amount of up to $1,000,000,000 (or the Equivalent Amount in any other currency or currencies); and
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| (e) |
any extension, renewal or replacement (including successive extensions, renewals or replacements), in whole or in part, of any Indebtedness of the Restricted Subsidiaries referred to in any of the preceding clauses of this definition
(provided that the principal amount of such Indebtedness immediately prior to such extension, renewal or replacement is not increased).
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| 1.03 |
Conflict Between Series Supplement and Indenture
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| 1.04 |
Interpretation Provisions in Indenture
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| 1.05 |
Exhibits
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| 2.01 |
Creation and Designation
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| 2.02 |
Limitation on Aggregate Principal Amount
|
| 2.03 |
Currency
|
| 2.04 |
Denominations
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| 2.05 |
Date and Stated Maturity
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| 2.06 |
Interest
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| (1) |
Interest shall accrue on the aggregate unpaid principal amount of each Note, together, to the extent permitted by Applicable Law, with interest on overdue interest not paid on an Interest Payment Date for the Notes, as well after as before
default and judgment, from and including the date such Note is issued to but not including the date of the repayment in full of the principal amount of such Note, at a rate of interest equal to 2.05% per annum. Interest that accrues on a Note
for the period from and including the date such Note is issued to but not including April 7, 2021, shall be payable on the first Interest Payment Date (namely, April 7, 2021). Interest on a Note that accrues from and including April 7, 2021,
subject to any variation to the terms and conditions of the initial interest payment under any additional Notes, shall be payable in equal semi-annual instalments on each Interest Payment Date for the Notes and all accrued and unpaid interest
on the Notes shall be paid on the Maturity of the Notes. For greater certainty, interest on the Notes will accrue and be calculated for each applicable period prior to an Interest Payment Date, and will be paid on each related Interest
Payment Date, in the manner necessary to result in (i) the per annum rate of interest during each year of the term of the Notes being equal to the fixed rate per annum specified above, (ii) interest under the Notes that accrues for the period
from and including October 5, 2020, to but not including April 7, 2021 being paid under the Notes on the first Interest Payment Date (namely, April 7, 2021) and payable in an aggregate amount equal to $5,181,164.38, and (iii) interest under
the Notes that accrues from and including April 7, 2021, subject to any variation to the terms and conditions of the initial interest payment under any additional Notes, being paid under the Notes in equal semi-annual instalments on the
related semi-annual Interest Payment Dates.
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| (2) |
Interest on the Notes will be computed on the basis of a year of 365 days.
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(3)
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The Interest Payment Dates for the Notes shall be April 7 and October 7 in each year beginning April 7, 2021.
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| (4) |
The Regular Interest Record Dates for the Notes shall be March 23 (with respect to the April 7 Interest Payment Date) and September 22 (with respect to the October 7 Interest Payment Date) in each year.
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| 2.07 |
Additional Amounts
|
| (1) |
All payments made by the Issuer under or with respect to the Notes will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental
charge imposed or levied by or on behalf of the Government of Canada or of any province or territory thereof or therein or by any authority or agency thereof or therein having power to tax (hereinafter “Taxes”)
unless the Issuer is required to withhold or deduct Taxes by Applicable Law or by the interpretation or administration thereof by the relevant Governmental Authority. If the Issuer is so required to withhold or deduct any amount for or on
account of Taxes from any payment made under or with respect to the Notes, the Issuer will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each
holder or beneficial owner (including Additional Amounts) after such withholding or deduction will not be less than the amount such holder or beneficial owner would have received if such Taxes had not been withheld or deducted; provided that
no Additional Amounts will be payable with respect to:
|
| (a) |
any payment to a holder or beneficial owner who is liable for such Taxes in respect of such Note (i) by reason of such holder or beneficial owner being a Person with whom the Issuer is not dealing at arm’s length for the purposes of the Income Tax Act (Canada) or (ii) by reason of the existence of any present or former connection between such holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder
of, or possessor of power over, such holder or beneficial owner, if such holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein or
agency thereof or therein other than the mere acquisition, holding, use or ownership or deemed holding, use or ownership, or receiving payments or enforcing any rights in respect of such Note as a non-resident or deemed non-resident of Canada
or any province or territory thereof or therein or any agency thereof or therein; or
|
| (b) |
any payment to a holder or beneficial owner who is a “specified shareholder” of the Issuer or who does not deal at arm's length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Income Tax Act (Canada); or
|
| (c) |
any Note presented for payment more than 30 days after the later of (i) the date on which such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior to such
date, the date on which the full amount of such monies has been paid to the Holders of the Notes, except to the extent that the Holder of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on
the last day of such period of 30 days; or
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| (d) |
any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar Tax; or
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| (e) |
any Tax imposed as a result of the failure of a holder or beneficial owner of a Note to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection
with Canada or any province or territory thereof or therein or agency thereof or therein of such holder or beneficial owner, if such compliance is required by statute or by regulation, as a precondition to reduction of, or exemption, from
such Tax; or
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(f)
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any Tax which is payable otherwise than by withholding or deduction from any payment made under or with respect to the Notes; or
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| (g) |
any combination of the above items;
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| (2) |
Where Tax is payable pursuant to Section 803 of the Income Tax Regulations by a Holder of the Notes or beneficial owner of the Notes in respect of any amount payable under the Notes to the Holder
of the Notes (other than by reason of a transfer of the Notes to a person resident in Canada with whom the transferor does not deal at arm’s length for the purposes of the Income Tax Act (Canada)),
but no Additional Amount is paid in respect of such Tax, the Issuer will pay to the Holder of the Notes an amount equal to such Tax within 45 days after receiving from the Holder of the Notes a notice containing reasonable particulars of the
Tax so payable, provided such Holder of the Notes or beneficial owner would have been entitled to receive Additional Amounts on account of such Tax but for the fact that it is payable otherwise than by deduction or withholding from payments
made under or with respect to the Notes.
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| (3) |
At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable, if the Issuer to its knowledge will be obligated to pay Additional Amounts with respect to such payment, the Issuer will
deliver to the Indenture Trustee a Certificate of the Issuer stating the fact that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Indenture Trustee to pay
such Additional Amounts to Holders of the Notes on the payment date.
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| (4) |
Whenever in the Indenture, this Series Supplement or in any Note there is mentioned, in any context, the payment of principal of, or premium, interest or any other amount on any Note, such mention shall be deemed to include mention of the
payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. For greater certainty, a default in making any payment of any Additional Amounts when due which default
continues for a period of 30 days shall constitute an Event of Default for the purposes of Section 6.01(b) of the Indenture but not for the purpose of Section 6.01(a) of the Indenture.
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| (5) |
The obligation to pay Additional Amounts will survive any termination or discharge of the Indenture or the redemption, repayment or purchase of the Notes.
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| 2.08 |
Redemption and Purchase
|
| (1) |
The Notes may be redeemed, in whole or in part at any time and from time to time prior to July 7, 2030 at the election of the Issuer, for a Redemption Price equal to the greater of (a) the Discounted Value for the applicable Redemption
Date of the Notes to be redeemed, and (b) the outstanding principal amount of the Notes to be redeemed. The Notes may be redeemed, in whole, or from time to time, in part, at any time on or after July 7, 2030 at the election of the Issuer,
for a Redemption Price equal to the outstanding principal amount of the Notes to be redeemed. All accrued and unpaid interest on the outstanding principal amount of each Note called for redemption shall be paid to the Redemption Date.
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| (2) |
Notice of redemption given to the Holders of the Notes pursuant to the Indenture and this Series Supplement may, at the option of the Issuer, be made subject to conditions and, in such case, such notice of redemption shall specify, in
addition to the requirements of Section 3.01(c) of the Indenture, the details and terms of any event (e.g., a financing, asset disposition or other
|
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transaction) on which such redemption is conditional. Notwithstanding Section 3.01(e) and Section 3.01(c)(ii) of the Indenture, upon notice of redemption having been given as specified in this paragraph, the Notes so called for
redemption shall become due and payable at the Redemption Price and on the Redemption Date specified in such notice, in the same manner and with the same effect as if such date was the Stated Maturity specified herein for the Notes, only
upon the fulfillment or discharge of the conditions stated in such notice to the satisfaction of the Issuer, acting reasonably, or the waiver of such conditions by the Issuer, in whole or in part, notwithstanding anything to the contrary
in the Indenture or this Supplemental Indenture. In addition, notwithstanding anything to the contrary in the Indenture or this Series Supplement, any notice of redemption given as aforesaid may be revoked at any time by the Issuer prior
to the Redemption Date if the Issuer determines, acting reasonably, that such conditions cannot be satisfied by the Redemption Date. Such notice of revocation shall be delivered by the Issuer to the Holders of the Notes and the Indenture
Trustee.
|
| (3) |
In addition, the Notes may be redeemed, in whole, but not in part, at any time at the election of the Issuer for a Redemption Price equal to 100% of the outstanding principal amount of the Notes together with accrued and unpaid interest
thereon to the Redemption Date, if the Issuer delivers to the Indenture Trustee an opinion of independent Canadian tax counsel experienced in such matters to the effect that the Issuer has become or would become obligated to pay, on the next
date on which any amount would be payable under or with respect to the outstanding Notes, any Additional Amounts as a result of a change in the laws (including any regulations promulgated thereunder) of Canada, or any province or territory
thereof or therein or any agency thereof or therein having the power to tax, or any change in any official position regarding the application or interpretation of such laws or regulations, which change is announced or becomes effective on or
after the Series Issuance Date; provided that the Issuer determines, in its business judgment, that the obligation to pay such Additional Amounts cannot be avoided by the use of reasonable measures available to the Issuer (not including
substitution of the obligor under the Notes).
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| (4) |
The Notes will not be subject to redemption at the election of the Holders of the Notes.
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| 2.09 |
Sinking Fund
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| 2.10 |
Defeasance
|
| 2.11 |
Form and Certification
|
| (1) |
The Notes shall be (a) in registered form only, (b) issued as one or more Global Debt Securities held by, or on behalf of, the Depositary in accordance with Section 2.17 of the Indenture, (c) registered in the name of the Depositary or its
nominee as provided for in Section 2.17 of the Indenture, and (d) substantially in the form set forth in Exhibit A to this Series Supplement, subject to any modifications as may be reasonably required from time to time by the Depository and
which are not prejudicial to the beneficial holders of the Notes and subject to any modifications as may be reasonably required from time to time to reflect any variation to the terms and conditions of any additional Notes, or to reflect the
terms and conditions of any replacement Note consolidating and restating additional Notes and then existing Notes, as provided in Section 2.02 of this Series Supplement.
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| (2) |
The form of certification of the Notes by the Indenture Trustee shall be substantially in the form of the Indenture Trustee’s Certificate set forth in Exhibit A to this Series Supplement.
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| 2.12 |
Identification
|
| (a) |
the Depositary shall be CDS;
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| (b) |
the Registrar, Paying Agent and Transfer Agent shall be the Indenture Trustee; and
|
| (c) |
the Place of Payment shall be Calgary, Alberta.
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| 2.13 |
Non-Business Days
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| 3.01 |
Negative Covenants in the Indenture
|
| 3.02 |
Additional Negative Covenants
|
| (a) |
Negative Pledge. The Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or
indirectly, create or assume any Lien (other than Permitted Liens) upon any of the present or future Principal Property, or any Property which, together with any other Property subject to Liens (other than Permitted Liens) in the same
transaction or series of related transactions, would in the aggregate constitute a Principal Property, of the Issuer or a Restricted Subsidiary to secure Indebtedness of the Issuer or a Restricted Subsidiary unless the Notes (together with,
if the Issuer shall so determine, any other indebtedness of the Issuer or a Restricted Subsidiary ranking at least pari passu with the Notes then existing or thereafter created) shall be
concurrently secured equally and rateably with (or prior to) such Indebtedness so long as such Lien is outstanding. If at any time the Issuer or any Restricted Subsidiary shall create or assume any Lien to which this subsection is
applicable, the Issuer shall promptly deliver to the Indenture Trustee a Certificate of the Issuer stating that its covenant in this subsection has been complied with. If the Issuer shall hereafter secure the Notes equally and rateably with
(or prior to) any such other Indebtedness pursuant to this subsection, the Indenture Trustee is hereby authorized to enter into an indenture or agreement supplemental to the Indenture and this Series Supplement and to take such action, if
any, as it may deem advisable to enable the Indenture Trustee to effectively enforce the rights of the Holders of the Notes so secured equally and rateably with (or prior to) the obligees of such Indebtedness; provided however that the
Indenture Trustee shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times.
|
| (b) |
Sale and Lease-Back Transactions. The Issuer shall not, and shall not permit any Restricted Subsidiary to,
enter into any Sale and Lease-Back Transaction, except for:
|
| (i) |
any Sale and Lease-Back Transaction constituting a Permitted Lien under any of clauses (a) to (t) inclusive, and any of clauses (v) to (cc) inclusive, of the definition of Permitted Liens; or
|
| (ii) |
any Sale and Lease-Back Transaction that is not otherwise permitted under paragraphs (i) or (iii) of this subsection and in respect of which the Issuer or such Restricted Subsidiary would, at the time it enters into such Sale and
Lease-Back Transaction, be entitled to create a Lien on the Principal Property (or the properties, as the case may be) subject to such Sale and Lease-Back Transaction to secure Indebtedness at least equal in amount to the Attributable Debt in
respect of such Sale and Lease-Back Transaction without being required to equally and rateably secure the Notes pursuant to subsection (a) of this Section (any Sale and Lease-Back Transaction entered into in compliance with this paragraph
being an “Unrestricted Sale and Lease-Back Transaction”); or
|
| (iii) |
any Sale and Lease-Back Transaction if the Issuer or such Restricted Subsidiary shall apply or cause to be applied, in the case of a sale or transfer for cash, an amount equal to the greater of the fair market value of the Principal
Property (or the properties, as the case may be) sold or transferred and leased back pursuant to such Sale and Lease-Back Transaction or the net proceeds of such Sale and Lease-Back Transaction and, in the case of a sale or transfer otherwise
than for cash, an amount equal to the fair market value of the Principal Property (or the properties, as the case may be) sold or transferred and leased back pursuant to such Sale and Lease-Back Transaction, to (x) the retirement (other than
any mandatory retirement), within 180 days after the effective date of such Sale and Lease-Back Transaction, of Indebtedness of the Issuer (which may but need not include the Debt Securities of any Series) ranking on a parity with, or prior
to, the Notes and owing to a Person other than the Issuer or any Affiliate of the Issuer, or (y) the purchase, construction or improvement of real property or personal property used by the Issuer or the Restricted Subsidiaries in the ordinary
course of business.
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| (c) |
Restricted Subsidiary Indebtedness. The Issuer shall not permit any Restricted Subsidiary to, directly or
indirectly, create, incur or assume any Restricted Indebtedness, unless after giving effect to the incurrence of such Restricted Indebtedness and the application of the proceeds therefrom, the sum of (without duplication) (x) the aggregate
principal amount of Restricted Indebtedness of all Restricted Subsidiaries at such time, plus (y) the then outstanding principal amount of Indebtedness of the Issuer at such time secured by Liens (other than any Lien constituting a
Permitted Lien under any of clauses (a) to (cc) inclusive of the definition of Permitted Liens), plus (z) Attributable Debt relating to then outstanding Unrestricted Sale and Lease-Back Transactions of the Issuer, would not exceed 15% of
Consolidated Net Tangible Assets.
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| 4.01 |
Confirmation of Indenture
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| 4.02 |
Acceptance of Trusts
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| 4.03 |
Counterparts and Formal Date
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| 5.01 |
Offer to Repurchase Notes on Change of Control Triggering Event
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| (1) |
If a Change of Control Triggering Event occurs, unless the Issuer has exercised its right to redeem all of the Notes pursuant to Subsection 2.08 of this Series Supplement, the Issuer will be required to make an offer to repurchase all or,
at the Holder’s option, any part (equal to $1,000 or an integral multiple thereof), of each Holder’s Notes on the terms set forth in this Section 5.01 (the “Change of Control Offer”). In the Change of
Control Offer the Issuer shall be required to offer payment in cash equal to 101% of the outstanding principal amount of Notes together with accrued and unpaid interest thereon to the date of purchase (the “Change
of Control Payment”).
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| (2) |
Within 30 days following any Change of Control Triggering Event, the Issuer shall give written notice to each Holder, with a copy to the Indenture Trustee, describing the transaction or transactions which constitute the Change of Control
Triggering Event and offering to repurchase the Notes on the payment date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is given (the “Change
of Control Payment Date”), pursuant to the procedures required by this Section 5.01 and described in such notice. The Issuer shall comply with the requirements of applicable securities laws and regulations 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 such applicable securities laws and regulations conflict with the provisions of this Section 5.01, the Issuer shall comply
with such laws and regulations and will not be deemed to have breached its obligations under this Section 5.01 to repurchase the Notes by virtue of such conflict.
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| (3) |
On the Change of Control Payment Date, the Issuer shall, to the extent lawful:
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| (a) |
accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
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| (b) |
deposit with the Indenture Trustee an amount of money equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; and
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| (c) |
deliver or cause to be delivered to the Indenture Trustee the Notes properly accepted, together with a Certificate of the Issuer stating the aggregate principal amount of the Notes or portions of Notes being purchased by the Issuer.
|
| (4) |
The Indenture Trustee will promptly pay to each Holder of properly tendered Notes an amount equal to the Change of Control Payment in respect of such Notes either, at the Indenture Trustee’s option, by mailing (first class mail, postage
prepaid) a cheque to such Holder or by means of a wire transfer in accordance with the applicable payment procedures of CDS, and the Indenture Trustee will promptly certify and mail (first class mail, postage prepaid) (or cause to be
transferred by book-entry) to each such Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided that each new Note will be in a principal amount of $1,000 and integral multiples of $1,000 in
excess thereof.
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| (5) |
The Issuer will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes such an offer substantially in the manner, at the times and in compliance with the requirements for an
offer made by the Issuer pursuant to the provisions of this Section 5.01 (and for at least the same purchase price payable in cash) and such third party purchases all Notes properly tendered and not withdrawn under its offer.
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| COMPUTERSHARE TRUST COMPANY OF CANADA | TELUS CORPORATION |
||||||
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by:
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(signed) “Beatriz Fedozzi”
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by:
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(signed) “Doug French”
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||||
| Name: |
Beatriz Fedozzi
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Name: |
Doug French
|
||||
| Title: |
Corporate Trust Officer
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Title: |
Executive Vice-President and Chief Financial Officer
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||||
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by:
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(signed) “Angela Fletcher”
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by:
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(signed) “Stephen Lewis”
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||||
| Name: |
Angela Fletcher
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Name: |
Stephen Lewis
|
||||
| Title: |
Corporate Trust Officer
|
Title: |
Senior Vice-President and Treasurer
|
||||
| No. [●] | $[●] |
|
CUSIP No.
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87971MBS1
|
|
ISIN No.
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CA87971MBS13
|
| (a) |
any payment to a holder or beneficial owner who is liable for such Taxes in respect of such Note (i) by reason of such holder or beneficial owner being a Person with whom the Issuer is not dealing at arm’s length for the purposes of the Income Tax Act (Canada) or (ii) by reason of the existence of any present or former connection between such holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder
of, or possessor of power over, such holder or beneficial owner, if such holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein or
agency thereof or therein other than the mere acquisition, holding, use or ownership or deemed holding, use or ownership, or receiving payments or enforcing any rights in respect of this Note as a nonresident or deemed non-resident of Canada
or any province or territory thereof or therein or any agency thereof or therein; or
|
| (b) |
any payment to a holder or beneficial owner who is a “specified shareholder” of the Issuer or who does not deal at arm's length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Income Tax Act (Canada); or
|
| (c) |
this Note if presented for payment more than 30 days after the later of (i) the date on which such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holder of this Note on or prior to
such date, the date on which the full amount of such monies has been paid to the Holder of this Note, except to the extent that the Holder of this Note would have been entitled to such Additional Amounts on presentation of the same for
payment on the last day of such period of 30 days; or
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| (d) |
any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar Tax; or
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| (e) |
any Tax imposed as a result of the failure of a holder or beneficial owner of this Note to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or
connection with Canada or any province or territory thereof or therein or agency thereof or therein of such holder or beneficial owner of this Note, if such compliance is required by statute or by regulation, as a precondition to reduction
of, or exemption, from such Tax; or
|
| (f) |
any Tax which is payable otherwise than by withholding or deduction from any payment made under or with respect to this Notes; or
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| (g) |
any combination of the above items;
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TELUS CORPORATION
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by:
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Name:
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Title:
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COMPUTERSHARE TRUST COMPANY OF CANADA
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by:
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Authorized Signing Officer
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Date of Registration
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In Whose name Registered
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Authorized Signature
of Indenture Trustee |
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