FORM 18-K/A
For Foreign Governments and Political Subdivisions Thereof
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
ANNUAL REPORT
of
PROVINCE OF ONTARIO
(Canada)
(Name of Registrant)
Date of end of last fiscal year: March 31, 2005
SECURITIES REGISTERED*
(As of the close of the fiscal year)
Title of Issue Amounts as to which Names of exchanges
registration is effective on which registered
N/A N/A N/A
Name and address of persons authorized to receive notices and
communications from the Securities and Exchange Commission:
Ariel Delouya
Counsellor
Canadian Embassy
501 Pennsylvania Avenue N.W.
Washington, D.C. 20001
Copies to:
Christopher J. Cummings
Shearman & Sterling LLP
Commerce Court West, 199 Bay Street
Suite 4405, P.O. Box 247
Toronto, Ontario, Canada M5L IE8
* The Registrant is filing this annual report on a voluntary basis.
PROVINCE OF ONTARIO
In connection with the issuance by the Province of Ontario of
US$1,000,000,000 4.75% Bonds due January 19, 2016, the undersigned registrant
hereby amends its Annual Report on Form 18-K for the fiscal year ended
March 31,2005 (the "Annual Report") as follows:
The following additional exhibits are added to the Annual Report:
Exhibit (e) Fiscal Agency Agreement, dated as of January 18, 2006,
including the form of Bonds; Underwriting Agreement, dated
as of January 10, 2006, including the names and addresses of the
Underwriters; Opinion of the Legal Counsel, Legal Services
Branch, Ministry of Finance of the Province of Ontario,
including a consent relating thereto, in respect of the
legality of the Bonds; and Schedule of Expenses.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to the annual report to be signed on its behalf
by the undersigned, thereunto duly authorized, at Toronto, Ontario.
PROVINCE OF ONTARIO
(Name of registrant)
January 18, 2006 By: /s/ Michael D. Manning
-------------------------------------------------
Name: Michael D. Manning
Title: Executive Director
Capital Markets Division
Ontario Financing Authority
Exhibit Index
Exhibit (e) Fiscal Agency Agreement, dated as of January 18, 2006, including the
form of Bonds; Underwriting Agreement, dated as of January 10, 2006,
including the names and addresses of the Underwriters; Opinion of
the Legal Counsel, Legal Services Branch, Ministry of Finance of
the Province of Ontario, including a consent relating thereto, in
respect of the legality of the Bonds; and Schedule of Expenses.
EXHIBIT (e)
Fiscal Agency Agreement
CONFORMED COPY
PROVINCE OF ONTARIO
US$1,000,000,000
4.75% BONDS DUE JANUARY 19, 2016
____________________
FISCAL AGENCY AGREEMENT
____________________
Dated as of January 18, 2006
PROVINCE OF ONTARIO
FISCAL AGENCY AGREEMENT dated as of January 18, 2006, between the Province of Ontario (the
"Province") and The Bank of New York, a corporation organized and existing under the laws of the State of New
York, as fiscal agent, transfer agent, registrar and principal paying agent.
1. Underwriting Agreement. The Province entered into an underwriting agreement dated as of January 10,
2006 (the "Underwriting Agreement") with the several underwriters listed on Schedule II thereto providing for the
issue and sale by the Province of US$1,000,000,000 aggregate principal amount of 4.75% Bonds due January 19, 2016
(the "Bonds").
2. Appointment of Registrar; Paying Agents; Additional Transfer Agent. (a) The Province hereby appoints
The Bank of New York, at present having its principal office at 101 Barclay Street, New York, New York 10286, in
the Borough of Manhattan, The City and State of New York, as fiscal agent, transfer agent, registrar and
principal paying agent of the Province for the Bonds, upon the terms and conditions set forth herein. The Bank
of New York accepts such appointments, and along with its successors as such fiscal agent, transfer agent,
registrar and principal paying agent is hereinafter referred to as the "Registrar".
(b) The Province may from time to time appoint one or more additional agents (hereinafter called a "Paying
Agent" or the "Paying Agents") for the payment (subject to the applicable laws and regulations) of the principal
of and interest and Additional Amounts (as defined in the terms and conditions of the Bonds), if any, on the
Bonds at such place or places as the Province may determine pursuant to a written paying agency agreement (a
"Paying Agency Agreement"). In addition, the Province, with the acknowledgement of the Registrar, hereby appoints
The Bank of New York, One Canada Square, London EI4 5AL, England, as its initial Paying Agent in London, and The
Bank of New York accepts such appointment. The Province may at any time terminate the appointment of any Paying
Agent provided, however, that for so long as the Bonds are listed on the London Stock Exchange plc and the rules
of such stock exchange or the rules of the Financial Services Authority (UK) so require, the Province will
maintain a paying agent in the United Kingdom. The Province will keep the Registrar informed as to the name,
address, and telephone and facsimile numbers of each Paying Agent appointed by it and will notify the Registrar
of the resignation of any Paying Agent. The Registrar shall arrange with each Paying Agent for the payment, as
provided herein, of the principal of and interest and Additional Amounts, if any, on the Bonds on terms approved
by the Province (further references herein to principal and interest shall be deemed to also refer to any
Additional Amounts).
(c) The Province may from time to time appoint one or more additional agents for the processing of
applications for registration of transfer or exchange of fully registered Bonds in definitive form (hereinafter
referred to as an "Additional Transfer Agent" or "Additional Transfer Agents" and, together with the Registrar,
in its capacity as transfer agent of the Province, the "Transfer Agents" or individually a "Transfer Agent")
pursuant to a written transfer agency agreement (a "Transfer Agency Agreement"). The Province may at any time
terminate the appointment of any Additional Transfer Agent. The Province will keep the Registrar informed as to
the name, address and telephone and facsimile numbers of each Additional Transfer Agent appointed by it and will
notify the Registrar of the resignation or termination of the appointment of any Additional Transfer Agent.
3. Form. (a) The Bonds shall initially be issued in the form of two fully registered global certificates
without coupons (such registered global certificates and any registered global certificates issued upon any
transfer or exchange thereof or in replacement therefor are hereinafter referred to as the "Global Bonds"). The
Global Bonds shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC")
and held by The Bank of New York as custodian for DTC ("DTC Custodian"). As long as DTC or its respective
nominee is the registered holder of the Global Bonds, it will be considered the sole owner and registered holder
of the Bonds for all purposes hereunder and under the Global Bonds. None of the Province, the Registrar or any
Paying Agent will have any responsibility or liability for any aspect of the records relating to or payments made
by DTC on account of beneficial interests in the Global Bonds. Except as provided in Section 6 hereof, owners of
beneficial interests in the Global Bonds will not be entitled to have Bonds registered in their names, will not
receive or be entitled to receive Bonds in definitive registered form and will not be considered registered
holders thereof under this Agreement. The Global Bonds will be substantially in the form attached hereto as
Exhibit 1.
(b) All Bonds (including the Global Bonds) shall be executed on behalf of the Province by the signature,
manual or in facsimile, of the Minister of Finance or the manual signature of any one of (i) the Deputy Minister
of Finance, or (ii) the Chief Executive Officer, the Executive Director, Capital Markets Division or any
Director, Capital Markets Division, all of the Ontario Financing Authority, and shall be sealed with the manual
or facsimile seal of the Minister of Finance. In the event that any official of the Province who shall have
signed or whose facsimile signature shall appear upon any of the Bonds shall cease to hold such office before the
Bonds so signed shall actually have been authenticated, registered or delivered, such Bonds nevertheless may be
authenticated, registered and delivered with the same force and effect as though such person who signed such
Bonds had not ceased to be such official of the Province.
4. Authentication. The Registrar shall, upon receipt of Bonds duly executed and sealed on behalf of the
Province together with a written order or orders to authenticate and deliver Bonds in a stated aggregate
principal amount, (i) authenticate and register not more than the said aggregate principal amount of Bonds and
deliver them in accordance with the written order or orders of the Province and (ii) thereafter authenticate,
register and deliver Bonds in accordance with the provisions of Sections 5, 6 and 8 of this Agreement. Except as
described in Section 9(d) hereof, the total amount of the Bonds to be issued and outstanding at any time, whether
in the form of Global Bonds or Bonds in definitive registered form, issued in exchange for the Global Bonds,
shall not exceed US$1,000,000,000 in aggregate principal amount, plus the aggregate principal amount of any
additional Bonds issued by the Province pursuant to any supplement hereto in accordance with Section 15 of this
Agreement.
5. Registration, Transfers and Exchanges. (a) The Registrar, as agent of the Province for such purpose,
shall at all times keep at its principal office in the Borough of Manhattan, The City and State of New York, a
register or registers (hereinafter the "Register" or "Registers") for the registration and registration of
transfers and exchanges of Bonds, in which shall be entered the names and addresses of the registered holders of
Bonds and the principal amount of and other particulars of the Bonds held by them. Subject to Section 6 hereof,
upon surrender for registration of transfer of any Bond at said office, the Registrar shall authenticate,
register and deliver, in the name of the transferee or transferees, a new Bond or Bonds for a like aggregate
principal amount. Subject to Section 6 hereof, upon surrender of any Bond at said office for exchange, the
Registrar shall authenticate, register and deliver, in exchange for such Bond, a new Bond or new Bonds of the
appropriate authorized denomination(s) and for a like aggregate principal amount in accordance with the
provisions of the Bonds. The Province and the Registrar shall not be required to make any exchange of Bonds if
as a result thereof, the Province would incur adverse tax or other similar consequences under the laws or
regulations of any jurisdiction in effect at the time of the exchange.
(b) All new Bonds authenticated and delivered by the Registrar upon registration of transfer or in exchange
for Bonds of other denominations shall be so dated that neither gain nor loss of interest shall result from such
registration of transfer or exchange.
(c) All Bonds presented or surrendered for registration of transfer, exchange or payment shall be
accompanied by a written instrument or instruments of transfer in form satisfactory to the Registrar, duly
executed by the registered holder or its attorney duly authorized in writing and with the signatures thereon duly
guaranteed by a commercial bank or trust company having its principal office in The City of New York or by a
member of the New York Stock Exchange.
(d) The Registrar and each Additional Transfer Agent shall not impose any service charge on the registered
holder on any such registration of transfer or exchange of Bonds in the normal course of business; however, the
Province may require of the party requesting such transfer or exchange, as a condition precedent to the exercise
of any right of transfer or exchange contained in this Agreement or in the Bonds, the payment of a sum sufficient
to cover any stamp or other tax or other governmental charge payable in connection therewith.
(e) The Province, the Registrar and any Paying Agent or Additional Transfer Agent may treat the person in
whose name any Bond is registered as the absolute owner of such Bond for the purpose of receiving payment of
principal of and interest on such Bond, and all other purposes whatsoever, whether or not such Bond be overdue,
and none of the Province, the Registrar, any Paying Agent or any Additional Transfer Agent shall be affected by
any notice to the contrary and any such payment shall be a good and sufficient discharge to the Province, the
Registrar and any Paying Agent or Additional Transfer Agent for the amount so paid.
(f) The Registrar shall not be required to register any transfer or exchange of Bonds (and any Additional
Transfer Agent shall not be required to accept presentment of fully registered Bonds in definitive form for
registration of transfer or exchange by the Registrar) during the period (i) from the Regular Record Date (as
defined in the Bonds) to the Interest Payment Date (as defined in the Bonds) or (ii) from the close of business
on the fifteenth day preceding the date of early redemption of the Bonds (the "Redemption Record Date") to the
date of early redemption of the Bonds (the "Redemption Date"). For the purposes of any interest payment made in
accordance with Section 7(b) or (c) hereof, such payment shall be made to those persons in whose names the Bonds
are registered on such Regular Record Date or Redemption Record Date.
(g) Each Additional Transfer Agent, as agent of the Province for such purpose, shall maintain an office in
its jurisdiction at which fully registered Bonds in definitive form may be presented for registration of transfer
or exchange by the Registrar in accordance with this Agreement. Each Additional Transfer Agent shall promptly
forward to the Registrar all such Bonds received by it, together with the written instrument or instruments of
transfer referred to above.
6. Special Provisions Relating to the Global Bonds. (a) Unless any Global Bond is presented by an
authorized representative of DTC to the Province, the Registrar or their respective agents for registration of
transfer, exchange or payment, and any replacement Global Bond issued is registered in the name of a nominee of
DTC as requested by such authorized representative and any payment is made to such nominee of DTC, any transfer,
pledge or other use of the Global Bonds for value or otherwise shall be wrongful since the registered holder
thereof has an interest therein.
(b) Except as provided in this subparagraph, Bonds will not be issued in definitive registered form. If at
any time DTC notifies the Province that it is unwilling or unable to continue as depository for the Global Bonds
or if at any time DTC ceases to be a clearing agency registered under the United States Securities Exchange Act
of 1934, as amended, or otherwise ceases to be eligible to be a depositary, the Province shall appoint a
successor depositary with respect to the Global Bonds. If a successor depositary for the Global Bonds is not
appointed by the Province within a reasonable period after the Province receives such notice or becomes aware of
such ineligibility, the Province shall execute and seal Bonds in definitive registered form, and the Registrar,
upon receipt thereof, shall authenticate and deliver such Bonds in definitive registered form without coupons, in
denominations of US$5,000 and integral multiples of US$1,000 for amounts in excess of US$5,000, in an aggregate
principal amount equal to the aggregate principal amount of the Global Bonds as of the exchange date.
The Province may at any time and in its sole discretion determine not to have any of the Bonds
held in the form of the Global Bonds. In such event the Province shall execute and seal Bonds in definitive
registered form, and the Registrar, upon receipt thereof, shall authenticate and deliver such Bonds in definitive
registered form without coupons, in denominations of US$5,000 and integral multiples of US$1,000 for amounts in
excess of US$5,000, in an aggregate principal amount equal to the aggregate principal amount of the Global Bonds
as of the exchange date.
Upon the exchange of the Global Bonds for Bonds in definitive registered form, the Registrar
shall cancel such Global Bonds and shall reduce the holdings of Cede & Co. on the Register to nil. Bonds in
definitive registered form issued in exchange for the Global Bonds pursuant to this section shall be registered
in such names as DTC pursuant to instructions from its direct or indirect participants or otherwise, shall
instruct the Registrar or the Province. The Registrar shall deliver such Bonds in definitive registered form to
or as directed by the persons in whose names such definitive registered Bonds are so registered and, to the
extent reasonably practicable in the circumstances, shall direct all payments to be made in respect of such Bonds
in definitive registered form to the registered holders thereof on or after such exchange regardless of whether
such exchange occurred after the record date for such payment.
All Bonds in definitive registered form issued upon the exchange of the Global Bonds shall be
valid obligations of the Province, evidencing the same debt, entitled to the same benefits and subject to the
same terms and conditions (except insofar as they relate specifically to a Global Bond) as the Global Bonds
surrendered upon such exchange.
7. Payment. (a) The Province will pay to the Registrar, in same day funds, in such coin or currency of
the United States of America as at the time of payment is legal tender for payment of public and private debts,
to an account to be specified by the Registrar, on the day on which the same shall become due (or the next
succeeding Business Day if such due date falls upon a day which is not a Business Day as defined below, unless
such next following Business Day falls in the next succeeding calendar month, in which case the related payment
will be made on the immediately preceding Business Day as if made on the date such payment was due), all amounts
to be paid on the Bonds for principal and interest on that date as required by the terms of the Bonds, and the
Province hereby authorizes and directs the Registrar, from the funds so paid to it, to make payment of the
principal and interest in respect of the Bonds in accordance with their terms and the provisions set forth
below. For the purposes of this Section 7(a), "Business Day" shall mean a day on which banking institutions in
The City of New York, the City of London and the City of Toronto are not authorized or obligated by law or
executive order to be closed.
(b) Payment of principal and interest on the Global Bonds shall be made by the Registrar to Cede & Co., as
nominee of DTC, in same day funds in accordance with procedures agreed to between the Registrar and DTC.
(c) Payment of principal in respect of Bonds in definitive registered form issued pursuant to Section 6(b)
hereof shall be made against surrender at the office of the Registrar in the Borough of Manhattan, The City and
State of New York or at the office of any Paying Agent appointed by the Province for such purpose pursuant to
this Fiscal Agency Agreement and any Paying Agency Agreement. Payment of interest due prior to or on the
Maturity Date or on any Redemption Date will be made by forwarding by post or otherwise delivering a cheque to
the registered addresses of registered holders of Bonds, or, at the option of the Province, otherwise
transferring funds to the registered holders of the Bonds. Such cheque shall be dated the due date for payment
and made payable to the order of the registered holder or, in the case of joint registered holders, to the order
of all such joint holders (failing instructions from them to the contrary) and shall be sent to the address of
that one of such joint holders whose name stands first in the register as one of such joint holders. The
Registrar shall mail or otherwise deliver such cheques to the names and addresses of registered holders of Bonds
sufficiently in advance of the relevant due date for payment that receipt of such cheques by registered holders
on or before the due date is reasonably assured.
(d) All moneys paid to the Registrar under Section 7(a) of this Agreement shall be held by it in a separate
account from the moment when such money is received until the time of actual payment, in trust for the registered
holders of Bonds to be applied by the Registrar to payments due on the Bonds at the time and in the manner
provided for in this Agreement and the Bonds, provided that if the Registrar shall fail to duly make any such
payment due on the Bonds and, as a result of such failure, the Province otherwise duly makes such payments to the
registered holders of Bonds, the Registrar shall thereupon hold such moneys paid to it under Section 7(a) in
trust for the Province. Any money deposited with the Registrar for the payment of the principal or interest in
respect of any Bond remaining unclaimed for two years after such principal or interest shall have become due and
payable shall be repaid to the Province without interest, and the registered holder of a Bond may thereafter look
only to the Province for any payment to which such holder may be entitled.
8. Mutilated, Destroyed, Stolen or Lost Bond Certificates. (a) If any Bond certificate is mutilated,
defaced, destroyed, stolen or lost, application for replacement shall be made to the Registrar who shall promptly
transmit such application to the Province. Such application shall be accompanied by the mutilated or defaced
certificate or proof, satisfactory to the Province in its discretion, of the destruction, theft or loss of the
certificate, and upon receipt by the Province of an indemnity satisfactory to it, the Province shall execute a
new certificate of like tenor, and upon written instructions from the Province, the Registrar shall thereupon
cancel the mutilated or defaced certificate and adjust the Register to reflect the cancellation, destruction,
theft or loss of a certificate, as the case may be, and authenticate, register and deliver such new certificate
in exchange for the mutilated or defaced certificate or in substitution for the destroyed, stolen or lost
certificate. Such replacement certificate shall be so dated that neither gain nor loss in interest will result
from such exchange or substitution. All expenses associated with procuring any indemnity and with the
preparation, authentication and delivery of a replacement certificate will be borne by the registered holder of
the mutilated, defaced, destroyed, stolen or lost Bond certificate.
(b) Whenever any Bond alleged to have been lost, stolen or destroyed for which a replacement Bond has been
issued is presented to the Registrar, any Paying Agent or any Additional Transfer Agent for payment on the
Maturity Date, the Redemption Date or for registration of transfer or exchange, the Registrar, the Paying Agent
or the Additional Transfer Agent, as the case may be, shall immediately notify the Province in respect thereof
and shall deal with such Bond only in accordance with the Province's instructions.
9. Maturity, Redemption and Purchases. (a) Unless previously redeemed for tax reasons as provided in the
terms and conditions of the Bonds, or repurchased by the Province, as provided below, the principal amount of the
Bonds is due and payable on January 19, 2016 (the "Maturity Date").
(b) In accordance with the terms and conditions of the Bonds, upon receipt of a notice to redeem and a
certificate of the Province, as set forth in the Bonds, not less than 30 days and no more than 60 days prior to
the Redemption Date, the Registrar shall cause to be published, in accordance with Section 19(b) hereof, on
behalf of the Province a notice of redemption stating: (i) the Redemption Date; (ii) the redemption price; and
(iii) if applicable, the place or places of surrender of the Bonds to be redeemed.
(c) The Province may, if not in default under the Bonds, at any time, purchase Bonds in the open market, or
by tender or by private contract at any price, in accordance with applicable law and may cause the Registrar to
cancel any Bonds so purchased.
(d) If the Province elects to cancel any Bonds purchased by it when Bonds have been issued in the form of a
Global Bond, it may require the Registrar to register such cancellation and to reduce the outstanding aggregate
principal amount of the Global Bonds in accordance with the regular procedures of DTC in effect at such time.
10. Cancellation and Destruction. All Bonds which are paid on the Maturity Date or the Redemption Date, or
surrendered for registration of transfer or exchange for other certificates or for replacement, shall be
cancelled by the Registrar who shall register such cancellation. The Registrar shall, as soon as practicable
after the date of cancellation of Bonds under this section or Section 8(a) or the date that the register is
adjusted to reflect the destruction, theft or loss of a certificate pursuant to Section 8(a) hereof, furnish the
Province with a certificate or certificates stating the serial numbers and total number of Bonds that have been
cancelled. The Registrar shall destroy all cancelled Bonds in accordance with the instructions of the Province
and shall furnish to the Province, on a timely basis, certificates of destruction stating the serial numbers,
dollar value and total number of all Bonds destroyed hereunder.
11. (a) Limit on Liability. In acting under this Agreement, the Registrar, any Paying Agent and any
Additional Transfer Agent are acting solely as agents of the Province and do not assume any obligation or
relationship of agency or trust for or with any of the registered holders of the Bonds, except that all funds
held by the Registrar, any Paying Agent or Additional Transfer Agent for payment of principal or interest shall
be held in trust for the registered holders of Bonds as provided in this Agreement.
(b) Rights and Liabilities of Registrar. The Registrar shall incur no liability for, or in respect of, any
action taken, omitted to be taken or suffered by it in reliance upon any Bond, certificate, affidavit,
instruction, notice, request, direction, order, statement or other paper, document or communications reasonably
believed by it to be genuine. Any order, certificate, affidavit, instruction, notice, request, direction,
statement or other communication from the Province made or given by it and sent, delivered or directed to the
Registrar under, pursuant to, or as permitted by, any provision of this Agreement shall be sufficient for
purposes of this Agreement if such communication is in writing and signed by any authorized officer of the
Province or its attorney duly authorized in writing.
(c) Right of Agent to Own Bonds. The Registrar, each Paying Agent, and each Additional Transfer Agent, and
their officers, directors and employees, may become the holder of, or acquire any interest in, any Bonds, with
the same rights that it or they would have if it were not the Registrar or a Paying Agent or an Additional
Transfer Agent hereunder, or they were not such officers, directors or employees, and may engage or be interested
in any financial or other transaction with the Province and may act on, or as depositary, trustee or agent for,
any committee or body of registered holders of Bonds or other obligations of the Province as freely as if it were
not the Registrar or a Paying Agent or an Additional Transfer Agent hereunder or they were not such officers,
directors or employees.
12. Expenses and Indemnity. (a) In connection with the Registrar's appointment and duties as Registrar,
the Province will pay the Registrar compensation in an amount separately agreed upon by the Province and the
Registrar. The Province will indemnify and hold harmless the Registrar, each Paying Agent and each Additional
Transfer Agent against all claims, actions, demands, damages, costs, losses or liability which may be incurred by
the Registrar, any Paying Agent or any Additional Transfer Agent by reason of, or in connection with, the
Registrar's, any Paying Agent's or any Additional Transfer Agent's appointment and duties as such, except as such
result from any negligent act or omission, bad faith or wilful misconduct of the Registrar, any Paying Agent or
any Additional Transfer Agent or their respective directors, officers, employees or agents. In addition, the
Province will (i) indemnify and hold harmless the DTC Custodian on the same basis as aforesaid in respect of its
duties as custodian for DTC but only to the extent the DTC Custodian is not otherwise entitled to be indemnified
or held harmless by DTC, and (ii) shall, pursuant to arrangements separately agreed upon by the Province and the
Registrar, transfer to the Registrar, upon presentation of substantiating documentation satisfactory to the
Province, amounts sufficient to reimburse the Registrar for certain out-of-pocket expenses reasonably incurred by
it and by any Paying Agent in connection with their services. The obligation of the Province under this
paragraph shall survive payment of the Bonds and resignation or removal of the Registrar.
(b) The Registrar, each Paying Agent and each Additional Transfer Agent agrees to indemnify and hold
harmless the Province against all claims, actions, demands, damages, costs, losses and liabilities arising out of
or relating to any negligent act or omission, bad faith or wilful misconduct of the Registrar, such Paying Agent
or such Additional Transfer Agent, as the case may be, or its respective directors, officers, employees or
agents. The obligations of the Registrar, each Paying Agent and each Additional Transfer Agent under this
paragraph shall survive payment of the Bonds and resignation or removal of the Registrar, each Paying Agent and
each Additional Transfer Agent.
(c) Each indemnified party shall give prompt notice to each indemnifying party of any action commenced
against it in respect of which indemnity may be sought under this Agreement but failure to so notify any
indemnifying party shall not relieve it from any liability which it may have otherwise than on account of this
indemnity. An indemnifying party may participate at its own expense in the defence of such action. If it so
elects within a reasonable time after receipt of such notice, an indemnifying party may assume the defence of
such action with legal advisors chosen by it and approved by the indemnified party defendant in such action,
unless such indemnified party reasonably objects to such assumption on the ground that there may be legal
defences available to it which are different from or in addition to those available to such indemnifying party,
but an indemnifying party may not settle any action commenced against an indemnified party without the written
consent of the indemnified party. In order to be entitled to an indemnity with respect to a claim hereunder, an
indemnified party will not, without the prior written consent of the indemnifying party, settle or compromise or
consent to the entry of any judgment with respect to such pending or threatened claim, action, suit or proceeding
in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnifying
party is an actual or potential party to such claim or action). If an indemnifying party assumes the defence of
any such action, the indemnifying party shall not be liable for any fees or expenses of the legal advisors of the
indemnified party incurred thereafter in connection with such action. In no event shall the indemnifying party
be liable for the fees and expenses of more than one legal advisor for the indemnified party in connection with
any one action or separate but similar or related actions arising out of the same general allegations or
circumstances.
13. (a) Successor Registrar. The Province agrees that there shall at all times be a Registrar hereunder
and that the registrar shall be a bank or trust company organized and doing business under the laws of the United
States of America or of the State of New York, in good standing and having a place of business in the Borough of
Manhattan, The City and State of New York, and authorized under such laws to exercise corporate trust powers,
provided, the Province may choose to act at any time as its own fiscal agent, transfer agent, registrar and
principal paying agent.
The Registrar shall not transfer or assign this Agreement or any interest or obligation herein
without the Province's prior written consent. Any corporation into which the Registrar hereunder may be merged
or converted, or any corporation with which the Registrar may be consolidated, or any corporation resulting from
any merger, conversion or consolidation to which the Registrar shall sell or otherwise transfer all or
substantially all of the corporate trust business of the Registrar, provided that it shall be qualified as
aforesaid, shall be the successor Registrar under this Agreement without the execution or filing of any paper or
any further act on the part of any of the parties hereto, but subject to prior notice to and the prior written
approval of the Province.
(b) Resignation. The Registrar may at any time resign by giving written notice to the Province of its
resignation, specifying the date on which its resignation shall become effective (which shall not be less than 60
days after the date on which such notice is given unless the Province shall agree to a shorter period); provided
that no such notice shall expire less than 30 days before or 30 days after the due date for any payment of
principal or interest in respect of the Bonds. The Province may remove the Registrar at any time by giving
written notice to the Registrar specifying the date on which such removal shall become effective. Such
resignation or removal shall only take effect upon the appointment by the Province of a successor Registrar and
upon the acceptance of such appointment by such successor Registrar. Any Paying Agent or Additional Transfer
Agent may resign or may be removed at any time upon like notice, and the Province in any such case may appoint in
substitution therefor a new Paying Agent or Paying Agents or Additional Transfer Agent or Additional Transfer
Agents.
(c) Bankruptcy or Insolvency of Registrar. The appointment of the Registrar hereunder shall forthwith
terminate, whether or not notice of such termination shall have been given, if at any time the Registrar becomes
incapable of performing its duties hereunder, or is adjudged bankrupt or insolvent, or files a voluntary petition
in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a
liquidator or receiver of all or any substantial part of its property or admits in writing its inability to pay
or meet its debts as they mature or suspends payment thereof, or if a resolution is passed or an order made for
the winding up or dissolution of the Registrar, or if a liquidator or receiver of the Registrar of all or any
substantial part of its property is appointed, or if any order of any court is entered approving any petition
filed by or against it under the provisions of any applicable bankruptcy or insolvency law, or if any public
officer takes charge or control of the Registrar or its property or affairs for the purposes of rehabilitation,
conservation or liquidation.
(d) Appointment of Successor. Prior to the effective date of any such resignation or removal of the
Registrar, or if the Registrar shall become unable to act as such or shall cease to be qualified as aforesaid,
the Province shall appoint a successor Registrar, qualified as aforesaid. Upon the appointment of a successor
Registrar and its acceptance of such appointment, the retiring Registrar shall, at the direction of the Province
and upon payment of its compensation and expenses then unpaid, deliver and pay over to its successor any and all
securities, money and any other properties then in its possession as Registrar and shall thereupon cease to act
hereunder.
(e) Payment of Certain Registrar's Fees Upon Termination. If the Registrar resigns pursuant to Section
13(b) of this Agreement or ceases to act as the Province's fiscal agent in respect of the Bonds pursuant to
Section 13(c) of this Agreement, the Registrar shall only be entitled to annual fees otherwise payable to it
under this Agreement on a pro rata basis for that period since the most recent anniversary of this Agreement
during which the Registrar has acted as fiscal agent hereunder. In the event that the Registrar ceases to act as
the Province's fiscal agent in respect of the Bonds for any other reason, the Registrar shall be entitled to
receive the full amount of the annual fees payable to it in respect of the Bonds pursuant to Section 12 of this
Agreement.
14. Meetings of Holders of Bonds. (a) The Registrar shall convene a meeting of the registered holders of
the Bonds for any lawful purpose affecting their interests upon receipt of a written request of the Province or a
written request signed in one or more counterparts by the registered holders of not less than 10% of the
principal amount of the Bonds then outstanding and upon being indemnified as to its reasonable satisfaction by
the Province or the registered holders of Bonds signing such request, as the case may be, against the costs which
may be incurred in connection with the calling and holding of such meeting. If the Registrar fails to give
notice convening such meeting within 30 days after receipt of such request and indemnity, the Province or such
registered holders of Bonds, as the case may be, may convene such meeting. Every such meeting shall be held in
Toronto, Canada or such other place as may be approved or determined by the Province.
(b) At least 21 days' notice of any meeting shall be given to the registered holders of the Bonds in the
manner provided pursuant to the terms and conditions of the Bonds and a copy thereof shall be sent by prepaid
courier to the Registrar unless the meeting has been called by the Registrar, and to the Province, unless the
meeting has been called by the Province. Such notice shall state the time, place and purpose of the meeting and
the general nature of the business to be transacted at the meeting, and shall include a statement to the effect
that, prior to 48 hours before the time fixed for the meeting, (i) in the case of Bonds issued in the form of a
Global Bond, those persons recorded in the Register, or (ii) in the limited circumstances in which Bonds in
definitive registered form have been issued, those registered holders of Bonds who deposit their Bonds with the
Registrar or any other person authorized for such purpose by the Registrar or the Province, shall be entitled to
obtain voting certificates for appointing proxies (subject to such procedures and requirements as the Province
and the Registrar may prescribe), but it shall not be necessary for any such notice to set out the terms of any
resolution to be proposed at such meeting or any other provisions.
(c) A registered holder of Bonds may appoint any person by instrument in writing as the holder's proxy in
respect of a meeting of the registered holders of Bonds or any adjournment of such meeting, and such proxy shall
have all rights of the registered holder of Bonds in respect of such meeting. All written notices to DTC of
meetings shall contain a requirement that the registered holders of Bonds must notify clearing system
participants and, if known, beneficial owners of Bonds of the meeting in accordance with procedures established
from time to time by such clearing systems. The registered holders of Bonds shall seek voting instructions on
the matters to be raised at such meeting from the clearing system participants or, if known, from the beneficial
owners of Bonds.
(d) A person, who need not be a registered holder of Bonds, will be nominated in writing by the Registrar as
chairperson of the meeting and if no person is so nominated or if the person so nominated is not present within
15 minutes from the time fixed for the holding of the meeting, the registered holders of the Bonds present in
person or by proxy shall choose some person present to be chairperson, and failing such choice, the Province may
appoint a chairperson.
(e) At a meeting of registered holders of Bonds, a quorum shall consist of one or more registered holders of
Bonds present in person or by proxy who represent at least a majority in principal amount of the Bonds at the
time outstanding. If a quorum of the registered holders of Bonds shall not be present within one-half hour after
the time fixed for holding any meeting, the meeting, if convened by or at the request of registered holders of
Bonds, shall be dissolved, but if otherwise convened the meeting shall stand adjourned without notice to the same
day in the next week (unless such day is not a business day in the place where the meeting is to take place in
which case it shall stand adjourned until the next such business day following thereafter) at the same time and
place unless the chairperson appoints some other place in Toronto, Ontario, or some other day or time of which
not less than seven (7) days' notice shall be given in the manner provided above. At the adjourned meeting one
or more registered holders of Bonds present in person or by proxy shall constitute a quorum and may transact the
business for which the meeting was originally convened notwithstanding that they may not represent at least a
majority in principal amount of the Bonds then outstanding.
(f) The chairperson of any meeting at which a quorum of the registered holders of Bonds is present may, with
the consent of the registered holder(s) of a majority of principal amount of the Bonds represented thereat,
adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the
meeting may prescribe.
(g) Every motion or question submitted to a meeting shall be decided by Extraordinary Resolution (as defined
below) and in the first place by the votes given on a show of hands. At any such meeting, unless a poll is duly
demanded as herein provided, a declaration by the chairperson that a resolution has been carried or carried
unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive of
the fact. On any question submitted to a meeting when ordered by the chairperson or demanded by a show of hands
by one or more registered holders of Bonds acting in person or by proxy and holding at least 2% in principal
amount of the Bonds then outstanding, a poll shall be taken in such manner as the chairperson shall direct.
(h) On a poll, each registered holder of Bonds present in person or represented by a proxy duly appointed by
an instrument in writing shall be entitled to one vote in respect of each US$5,000 principal amount of Bonds of
which the person shall then be the registered holder (calculated on a pro rata basis for registered holders who
hold Bonds in integral multiples of US$1,000 in excess of US$5,000). A proxy need not be a registered holder of
Bonds. In the case of Bonds held jointly, any one of the joint registered holders present in person or by proxy
may vote in the absence of the other or others; but in case more than one of them be present in person or by
proxy, only one of them may vote in respect of each US$5,000 principal amount of Bonds (or such greater amount of
Bonds that is not an integral multiple of US$5,000) of which they are joint registered holders.
(i) The Province and the Registrar, by their authorized representatives, officers and directors, and the
financial and legal advisors of the Province and the Registrar may attend any meeting of the registered holders
of Bonds, but shall have no vote as such.
(j) Except as set forth in Section 18 hereof, the registered holders of the Bonds may consent by
Extraordinary Resolution (as defined below) to any modification or amendment proposed by the Province to this
Agreement and the Bonds. An Extraordinary Resolution duly passed at any such meeting shall be binding on all
registered holders of Bonds, whether present or not; however, no such modification or amendment to this Agreement
or the Bonds shall, without the consent of the registered holder of each such Bond affected thereby; (a) change
the Maturity Date of any Bond or change any Interest Payment Date; (b) reduce the principal amount thereof or the
rate of interest payable thereon; (c) change the coin or currency of payment of any Bond; (d) impair the right to
institute suit for the enforcement of any such payment on or with respect to such Bond; or (e) reduce the
percentage of principal amount of Bonds necessary for the taking of any action, including modification or
amendment of this Agreement or the terms and conditions of the Bonds, or reduce the quorum required at any
meeting of registered holders of Bonds.
The term "Extraordinary Resolution" is defined as a resolution passed at a meeting of
registered holders of Bonds held in accordance with the provisions of this Agreement and the Bonds by the
affirmative vote of the registered holders of not less than 66-2/3% of the principal amount of the Bonds represented
at the meeting in person or by proxy and voted on the resolution or as an instrument in writing signed in one or
more counterparts by the registered holders of not less than 66-2/3% in principal amount of the outstanding Bonds.
(k) Minutes of all resolutions and proceedings at every meeting of registered holders of Bonds held in
accordance with the provisions of this Agreement shall be made and entered in books to be from time to time
provided for that purpose by the Registrar at the expense of the Province and any such minutes, if signed by the
chairperson of the meeting at which such resolutions were passed or proceedings taken, or by the chairperson of
the next succeeding meeting of the registered holders of Bonds, shall be prima facie evidence of the matters
therein stated and, until the contrary is proved, every such meeting, in respect of the proceedings of which
minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed and
proceedings taken thereat to have been duly passed and taken.
(l) Every Extraordinary Resolution passed in accordance with the provisions of this Agreement at a meeting
of registered holders of Bonds shall be binding upon all the registered holders of Bonds, whether present at or
absent from such meeting, and every instrument in writing signed by registered holders of Bonds in accordance
with paragraph (j) of this Section 14 shall be binding upon all the registered holders of Bonds (whether or not a
signatory). Subject to the provisions for its indemnity herein contained, the Registrar shall be bound to give
effect accordingly to every such Extraordinary Resolution.
(m) The Registrar, or the Province with the approval of the Registrar, may from time to time make, and from
time to time vary, such regulations as it shall from time to time deem fit:
(i) for the deposit of instruments appointing proxies at such place as the Registrar, the Province or the
registered holders of Bonds convening a meeting, as the case may be, may in the notice
convening such meeting direct; and
(ii) for the deposit of instruments appointing proxies at some approved place or places other than the place
at which the meeting is to be held and enabling particulars of such instruments
appointing proxies to be mailed, cabled or sent by any other means of recorded
communication before the meeting to the Province or to the Registrar at the place
where the same is to be held and for the voting of proxies so deposited as though the
instruments themselves were produced at the meeting.
Any regulation so made shall be binding and effective and votes given in accordance therewith
shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be
entitled to vote at a meeting of registered holders of Bonds shall be the registered holders thereof or their
duly appointed proxies.
15. Further Issues. The Province may from time to time, without notice to or the consent of the registered
holders of the Bonds, create and issue further bonds ranking pari passu with the Bonds in all respects (or in all
respects except for the payment of interest accruing prior to the issue date of such further bonds or except for
the first payment of interest following the issue date of such further bonds) and so that such further bonds
shall be consolidated and form a single series with the Bonds and shall have the same terms as to status,
redemption or otherwise as the Bonds. Any further bonds shall be issued with the benefit of an agreement
supplemental to this Agreement.
16. Reports. The Registrar shall furnish to the Province such reports as may be required by the Province
relative to the Registrar's performance under this Agreement. The Province may, whenever it deems it necessary,
inspect books and records maintained by the Registrar pursuant to this Agreement, if any.
17. Forwarding of Notice. If the Registrar shall receive any notice or demand addressed to the Province
pursuant to the provisions of the Bonds, the Registrar shall promptly forward such notice or demand to the
Province.
18. Amendments. This Agreement and the Bonds may be amended or supplemented by the parties hereto, without
notice to or the consent of the registered holder of any Bond, for the purpose of curing any ambiguity, or of
curing, correcting or supplementing any defective provision contained herein or in the Bonds, or effecting the
issue of further bonds as described under Section 15 of this Agreement, or in any other manner which the Province
may deem necessary or desirable and which, in the reasonable opinion of the parties hereto, shall not adversely
affect the interests of the beneficial owners of the Bonds.
19. Notices. (a) Any communications from the Province to the Registrar with respect to this Agreement
shall be addressed to The Bank of New York, 101 Barclay Street, New York, New York 10286, Attention: Corporate
Trust Department, Fax No. (212) 815-5802/5803 and any communications from the Registrar to the Province with
respect to this Agreement shall be addressed to the Ontario Financing Authority, One Dundas Street West, Suite
1400, Toronto, Ontario, M5G 1Z3, Attention: Executive Director, Capital Markets Division, Fax No. (416) 325-8111
(or such other address as shall be specified in writing by the Registrar or by the Province, as the case may be)
and shall be delivered in person or sent by first class prepaid courier or by facsimile transmission subject, in
the case of facsimile transmission, to confirmation by telephone to the foregoing addresses. Such notice shall
take effect in the case of delivery in person, at the time of delivery, in the case of delivery by first class
prepaid courier seven (7) business days after dispatch and in the case of delivery by facsimile transmission, at
the time of confirmation by telephone.
(b) All notices to the registered holders of Bonds will be published in English in the Financial Times in
London, England, The Wall Street Journal in New York, U.S.A., and The Globe and Mail in Toronto, Canada. If at
any time publication in any such newspaper is not practicable, notices will be valid if published in an English
language newspaper with general circulation in the respective market regions as the Province, with the approval
of the Registrar, shall determine. Any such notice shall be deemed to have been given on the date of such
publication or, if published more than once or on different dates, on the first date on which publication is
made. Written notice will also be given to DTC, provided at the time of such notice the Bonds are represented by
the Global Bonds.
20. Governing Law and Counterparts. This Agreement shall be governed by, and interpreted in accordance
with, the laws of the Province of Ontario and the laws of Canada applicable in Ontario. This Agreement may be
executed in any number of counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.
21. Headings. The headings for the sections of this Agreement are for convenience only and are not part of
this Agreement.
22. Enurement. Agreement shall enure to the benefit of and be binding upon the parties hereto and their
respective successors and permitted assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Fiscal Agency Agreement as of the
date first above written.
PROVINCE OF ONTARIO
By: /s/ Michael D. Manning
----------------------------------
Name: Michael D. Manning
Title: Executive Director
Ontario Financing Authority
THE BANK OF NEW YORK
By: /s/ Vanessa Mack
----------------------------------
Name: Vanessa Mack
Title: Assistant Vice President
EXHIBIT 1
Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York
corporation (55 Water Street, New York, New York) (the "Depository"), to the Province (as defined below) or its
agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of
Cede & Co. or in such other name as is requested by an authorized representative of the Depository (and any
payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of the
Depository), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
REGISTERED
NO. PJ-A0001 CUSIP: 683234 YB 8
SERIES: PJ ISIN: US683234YB83
PROVINCE OF ONTARIO
4.75% BOND DUE JANUARY 19, 2016
The Province of Ontario (the "Province"), for value received, hereby promises to pay to Cede &
Co., or its registered assigns, the principal sum of FIVE HUNDRED MILLION UNITED STATES DOLLARS (US$500,000,000)
(the "Principal Amount") in lawful money of the United States of America on January 19, 2016 (the "Maturity
Date") (or on such earlier date as the Principal Amount may become payable hereunder), upon presentation and
surrender of this Bond and to pay interest thereon, together with Additional Amounts (as defined below), if any,
at the rate of 4.75% per annum from January 18, 2006 until the principal hereof is paid. Interest for the period
from, and including, January 18, 2006 to, but excluding, July 19, 2006 will be payable on July 19, 2006 (the
"Initial Interest Payment Date"). Thereafter, interest on this Bond will be payable in two equal semi-annual
installments in arrears on the 19th day of January and the 19th day of July in each year (each such date, and the
Initial Interest Payment Date, an "Interest Payment Date").
This is a fully registered Global Bond (the "Global Bond") in respect of a duly authorized
issue of debt securities of the Province designated as its 4.75% Bonds due January 19, 2016 (the "Bonds"). This
Global Bond is limited in aggregate principal amount to US$500,000,000. This Global Bond and all the rights of
the registered holder hereof are expressly subject to a fiscal agency agreement dated as of January 18, 2006 (the
"Fiscal Agency Agreement") between the Province and The Bank of New York, as fiscal agent, transfer agent,
registrar and principal paying agent (the "Registrar", which term includes any successor as fiscal agent,
transfer agent, registrar and principal paying agent) to which Fiscal Agency Agreement reference is hereby made
for a statement of the respective rights, duties and immunities of the Province, the Registrar and holders of the
Bonds and the terms upon which the Bonds are, and are to be, authenticated and delivered. This Global Bond and
the Fiscal Agency Agreement together constitute a contract, all the terms and conditions of which the registered
holder by acceptance hereof assents to and is deemed to have notice of. Capitalized terms not defined herein
shall have the meaning assigned to them in the Fiscal Agency Agreement. Further references herein to principal
or interest shall be deemed to also refer to any Additional Amounts which may be payable hereunder.
This Global Bond is issued under the authority of an Order of the Lieutenant Governor in
Council of Ontario, made pursuant to the Financial Administration Act (Ontario), as amended. This Global Bond
shall for all purposes be governed by, and construed in accordance with, the laws of the Province of Ontario and
the laws of Canada applicable in Ontario.
Payment of the principal of and interest on this Global Bond is a charge on and payable out of
the Consolidated Revenue Fund of Ontario. This Global Bond is a direct unsecured obligation of the Province and
as among the other Bonds, ranks pari passu and is payable without any preference or priority. This Global Bond
ranks equally with all of the Province's other unsecured and unsubordinated indebtedness and obligations from
time to time outstanding.
Interest on this Global Bond will accrue from the most recent Interest Payment Date to which
interest has been paid, or, if no interest has been paid or duly provided for, from January 18, 2006, until the
principal hereof has been paid or duly made available for payment. Any overdue principal or interest on this
Global Bond shall bear interest at the rate of 4.75% per annum (before as well as after judgment) until paid, or
if earlier, when the full amount of the moneys payable has been received by the Registrar and notice to that
effect has been given in accordance with the provisions set forth herein. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will be paid to the person in whose name this
Global Bond (or one or more predecessor Global Bonds) is registered at the close of business on January 1st or
July 1st (whether or not a Business Day, as defined below), as the case may be, next preceding such Interest
Payment Date (each such day a "Regular Record Date"). Any such interest not so punctually paid or duly provided
for will be paid to the person in whose name this Global Bond (or one or more predecessor Global Bonds) is
registered at the close of business on a special record date for the payment of such defaulted interest to be
fixed by the Registrar, notice whereof shall be given to the registered holder hereof not less than ten (10) days
prior to such special record date, or be paid at any time in any other lawful manner. Interest payments on this
Global Bond will include interest accrued to but excluding the Interest Payment Dates. Interest will be
calculated on the basis of a 360-day year consisting of twelve 30-day months.
For the purposes only of disclosure required by the Interest Act (Canada) and without affecting
the interest payable to the registered holder of this Global Bond, the yearly rate of interest which is
equivalent to the rate of interest for any period of less than one year is the rate of interest for such period
multiplied by a fraction, the numerator of which is the actual number of days in the 12-month period constituting
such year and commencing on the same day as such period and the denominator of which is the actual number of days
elapsed in such 12-month period.
In the event that the Maturity Date, any Interest Payment Date or any Redemption Date (as
defined in the Fiscal Agency Agreement) with respect to this Global Bond shall be a day that is not a Business
Day, the registered holder hereof shall not be entitled to payment until the next following Business Day, and no
further interest shall be paid in respect of the delay in such payment, unless such next following Business Day
falls in the next succeeding calendar month, in which case the related payment will be made on the immediately
preceding Business Day as if made on the date such payment was due. For purposes hereof, "Business Day" means a
day on which banking institutions in The City of New York, the City of London and the City of Toronto are not
authorized or obligated by law or executive order to close.
If Bonds in definitive registered form are issued in exchange for this Global Bond, payment of
the principal of such Bonds will be made upon presentation and surrender of such Bonds at the office of the
Registrar maintained for that purpose in the Borough of Manhattan, The City and State of New York, or at the
office of any Paying Agent appointed by the Province for such purpose pursuant to the Fiscal Agency Agreement.
Payment of interest due prior to or on the Maturity Date will be made by forwarding by post or otherwise
delivering a cheque, to the registered addresses of registered holders of Bonds, or, at the option of the
Province, otherwise transferring funds to the registered holders of the Bonds. If the Maturity Date, the
Redemption Date or any Interest Payment Date is a Business Day but is a day on which any Paying Agent is closed
at the applicable place of payment, the registered holder will not be entitled to payment at such location until
the next succeeding day on which banking institutions in such place of payment are not authorized or obligated by
law or executive order to be closed and no further interest shall accrue in respect of the delay in such payment.
Payment of the principal of and interest on the Bonds will be made in such coin or currency of
the United States as, at the time of payment, is legal tender for payment of public and private debts.
This Global Bond is not subject to any sinking fund and is not redeemable at the option of the
Province, unless certain events occur involving Canadian taxation as set forth below, and is not repayable at the
option of the holder prior to the Maturity Date.
All payments of, or in respect of, principal of and interest on this Global Bond will be made
without withholding of or deduction for, or on account of, any present or future taxes, duties, assessments or
charges of whatsoever nature imposed or levied by or on behalf of the Government of Canada, or any province or
political subdivision thereof, or any authority thereof or agency therein having power to tax, unless such taxes,
duties, assessments or charges are required by law or by the administration or interpretation thereof to be
withheld or deducted. In that event, the Province (subject to its right of redemption described herein below)
will pay to the registered holder of this Global Bond such additional amounts (the "Additional Amounts") as will
result (after withholding or deduction of the said taxes, duties, assessments or charges) in the payment to the
holders of Bonds of the amounts which would otherwise have been payable in respect of the Bonds in the absence of
such taxes, duties, assessments or charges, except that no such Additional Amounts shall be payable with respect
to any Bond:
(a) a beneficial owner of which is subject to such taxes, duties, assessments or charges in respect of such
Bond by reason of such owner being connected with Canada otherwise than merely by the ownership as a
non-resident of Canada of such Bond, but only to the extent of such owner's interest(s) therein; or
(b) presented for payment more than 15 days after the Relevant Date, except to the extent that the holder
thereof would have been entitled to such Additional Amounts on the last day of such period of 15 days.
For this purpose, the "Relevant Date" in relation to any Bond means whichever is the later of:
(i) the date on which the payment in respect of such Bond becomes due and payable; or
(ii) if the full amount of the moneys payable on such date in respect of such Bond has not been received by
the Registrar on or prior to such date, the date on which notice is duly given to the
holders of Bonds that such moneys have been so received.
Unless previously redeemed for tax reasons, as provided below, or repurchased by the Province,
the Principal Amount of this Global Bond is due and payable on January 19, 2016.
The Bonds may be redeemed at the option of the Province in whole, but not in part, at any time,
on giving not less than 30 days' and no more than 60 days' notice to registered holders of Bonds in accordance
with Section 19 of the Fiscal Agency Agreement (which notice shall be irrevocable), at 100% of the principal
amount thereof, together with interest accrued thereon to the Redemption Date, if (a) the Province has or will
become obliged to pay Additional Amounts as provided herein, as a result of any change in, or amendment to, the
laws or regulations of Canada or any province or political subdivision thereof, or any authority thereof or
agency therein having power to tax, or any change in the application or official interpretation of such laws or
regulations, which change or amendment becomes effective on or after January 10, 2006, and (b) such obligation
cannot be avoided by the Province taking reasonable measures available to it, provided that no such notice of
redemption shall be given earlier than 90 days prior to the earliest date on which the Province would be obliged
to pay such Additional Amounts were a payment in respect of the Bonds then due. Prior to the publication of any
notice of redemption pursuant to this paragraph, the Province shall deliver to the Registrar a certificate signed
by an officer of the Province stating that the Province is entitled to effect such redemption and setting forth a
statement of facts showing that the conditions precedent to the right of the Province so to redeem have occurred.
The Registrar has been appointed registrar for the Bonds, and the Registrar will maintain at
its office in the Borough of Manhattan, The City and State of New York, a register (herein, the "Register") for
the registration of Bonds and the registration of transfers and exchanges of Bonds. Subject to the limitations,
terms and conditions set forth herein and in the Fiscal Agency Agreement, this Global Bond may be transferred at
the office of the Registrar by surrendering this Global Bond for cancellation, and thereupon the Registrar shall
issue and register in the name of the transferee, in exchange herefor, a new Global Bond (or other global
security in the case of a transfer to a successor depository) having identical terms and conditions and having a
like aggregate principal amount in authorized denominations.
Upon the occurrence of certain events specified in Section 6 of the Fiscal Agency Agreement,
this Global Bond is exchangeable at the office of the Registrar for Bonds in definitive registered form without
coupons of authorized denominations of US$5,000 and integral multiples of US$1,000 for amounts in excess of
US$5,000 in an equal aggregate principal amount and having identical terms and conditions as this Global Bond,
except to the extent that such terms and conditions specifically relate to this Global Bond as a global
security. On or after such exchange, the Registrar, to the extent reasonably practicable in the circumstances,
shall make all payments to be made in respect of such Bonds in definitive registered form to the registered
holders thereof regardless of whether such exchange occurred after the record date for such payment. If this
Global Bond is surrendered for transfer, it shall be accompanied by a written instrument of transfer in form
satisfactory to the Registrar and executed by the registered holder in person or by the holder's attorney duly
authorized in writing. No service charge will be imposed for any such transfers and exchanges in the normal
course of business, but the Province may require payment of a sum sufficient to cover any stamp or other tax or
other governmental charge in connection therewith.
The Registrar shall not be required to register any transfer or exchange of this Global Bond
during the period from any Regular Record Date to the corresponding Interest Payment Date or during the period
from the Redemption Record Date (as defined in the Fiscal Agency Agreement) to the Redemption Date. Neither the
Province nor the Registrar shall be required to make any exchange of Bonds, if as a result thereof, the Province
may incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect
at the time of the exchange. No provision of this Global Bond or of the Fiscal Agency Agreement shall alter or
impair the obligation of the Province, which is absolute and unconditional, to pay the principal of and interest
on this Global Bond at the time, place and rate, and in the coin or currency, herein prescribed.
The Province, the Registrar and any Paying Agent may treat the holder in whose name this Global
Bond is registered as the absolute owner hereof for all purposes, whether or not this Global Bond is overdue, and
none of the Province, the Registrar or any Paying Agent shall be affected by notice to the contrary. All
payments to or on the order of the registered holder of this Global Bond are valid and effectual to discharge the
liability of the Province and the Registrar and any Paying Agent hereon to the extent of the sum or sums paid.
The Province's obligation to pay an amount of interest on the Bonds will cease if a claim for
the payment of such interest is not made within two years after the date on which such interest becomes due and
payable. The Province's obligation to pay the principal amount of the Bonds will cease if the Bonds are not
presented for payment within two years after the date on which such principal becomes due and payable.
The Province and the Registrar may, at any time or from time to time, without notice to or the
consent of the registered holder of any Bond, enter into one or more agreements supplemental to the Fiscal Agency
Agreement to create and issue further bonds ranking pari passu with the Bonds in all respects (or in all respects
except for the payment of interest accruing prior to the issue date of such further bonds or except for the first
payment of interest following the issue date of such further bonds) and so that such further bonds shall be
consolidated and form a single series with the Bonds and shall have the same terms as to status, redemption or
otherwise as the Bonds.
The Fiscal Agency Agreement and the Bonds may be amended by the Province on the one hand, and
the Registrar, on the other hand, without notice to or the consent of the registered holder of any Bond, for the
purpose of curing any ambiguity, or curing, correcting or supplementing any defective provisions contained
therein or herein, or effecting the issue of further bonds as described above or in any other manner which the
Province may deem necessary or desirable and which, in the reasonable opinion of the Province, on the one hand,
and the Registrar, on the other hand, will not adversely affect the interests of the beneficial owners of Bonds.
The Fiscal Agency Agreement contains provisions for convening meetings of registered holders of
Bonds to consent by Extraordinary Resolution (as defined below) to any modification or amendment proposed by the
Province to the Fiscal Agency Agreement (except as provided in the two immediately preceding paragraphs) and the
Bonds (including the terms and conditions contained herein).
An Extraordinary Resolution duly passed at any such meeting shall be binding on all registered
holders of Bonds, whether present or not; however, no such modification or amendment to the Fiscal Agency
Agreement or to the terms and conditions of the Bonds may, without the consent of the registered holder of each
such Bond affected thereby: (a) change the Maturity Date of any such Bond or change any Interest Payment Date;
(b) reduce the principal amount of any such Bond or the rate of interest payable thereon; (c) change the currency
of payment of any such Bond; (d) impair the right to institute suit for the enforcement of any payment on or with
respect to such Bond; or (e) reduce the percentage of the principal amount of Bonds necessary for the taking of
any action, including modification or amendment of the Fiscal Agency Agreement or the terms and conditions of the
Bonds, or reduce the quorum required at any meeting of registered holders of Bonds.
The term "Extraordinary Resolution" is defined in the Fiscal Agency Agreement as a resolution
passed at a meeting of registered holders of Bonds by the affirmative vote of the registered holders of not less
than 66-2/3% of the principal amount of Bonds represented at the meeting in person or by proxy and voted on the
resolution or as an instrument in writing signed by the registered holders of not less than 66-2/3% in principal
amount of the outstanding Bonds. The quorum at any such meeting for passing an Extraordinary Resolution is one
or more registered holders of Bonds present in person or by proxy who represent at least a majority in principal
amount of the Bonds at the time outstanding, or at any adjourned meeting called by the Province or the Registrar,
one or more persons being or representing registered holders of Bonds whatever the principal amount of the Bonds
so held or represented.
All notices to the registered holders of Bonds will be published in English in the Financial
Times in London, England, The Wall Street Journal in New York, U.S.A., and The Globe and Mail in Toronto,
Canada. If at any time publication in any such newspaper is not practicable, notices will be valid if published
in an English language newspaper with general circulation in the respective market regions as the Province, with
the approval of the Registrar, shall determine. Any such notice shall be deemed to have been given on the date
of such publication or, if published more than once or on different dates, on the first date on which publication
is made.
For so long as the Bonds are listed on the London Stock Exchange and if the rules of such stock
exchange on which the Bonds are listed or the rules of the Financial Services Authority (UK) so require, the
Province agrees to appoint and maintain a paying agent in London.
Unless the certificate of authentication hereon has been executed by the Registrar by manual
signature, this Global Bond shall not be entitled to any benefit under the Fiscal Agency Agreement or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Province of Ontario, pursuant to due authorization of law, has caused
this Global Bond to be duly executed by an authorized representative and the Seal of the Minister of Finance to
be imprinted hereon.
DATED: January 18, 2006 PROVINCE OF ONTARIO
By:
Authorized Signing Officer
SEAL OF THE MINISTER OF FINANCE
REGISTRAR'S CERTIFICATE
OF AUTHENTICATION
This is one of the Bonds of the series designated therein referred to in the within-mentioned Fiscal Agency
Agreement.
THE BANK OF NEW YORK
as Registrar
By:
Authorized Signatory
Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York
corporation (55 Water Street, New York, New York) (the "Depository"), to the Province (as defined below) or its
agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of
Cede & Co. or in such other name as is requested by an authorized representative of the Depository (and any
payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of the
Depository), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
REGISTERED
NO. PJ - A0002 CUSIP: 683234 YB 8
SERIES: PJ ISIN: US683234YB83
PROVINCE OF ONTARIO
4.75% BOND DUE JANUARY 19, 2016
The Province of Ontario (the "Province"), for value received, hereby promises to pay to Cede &
Co., or its registered assigns, the principal sum of FIVE HUNDRED MILLION UNITED STATES DOLLARS (US$500,000,000)
(the "Principal Amount") in lawful money of the United States of America on January 19, 2016 (the "Maturity
Date") (or on such earlier date as the Principal Amount may become payable hereunder), upon presentation and
surrender of this Bond and to pay interest thereon, together with Additional Amounts (as defined below), if any,
at the rate of 4.75% per annum from January 18, 2006 until the principal hereof is paid. Interest for the period
from, and including, January 18, 2006 to, but excluding, July 19, 2006 will be payable on July 19, 2006 (the
"Initial Interest Payment Date"). Thereafter, interest on this Bond will be payable in two equal semi-annual
installments in arrears on the 19th day of January and the 19th day of July in each year (each such date, and the
Initial Interest Payment Date, an "Interest Payment Date").
This is a fully registered Global Bond (the "Global Bond") in respect of a duly authorized
issue of debt securities of the Province designated as its 4.75% Bonds due January 19, 2016 (the "Bonds"). This
Global Bond is limited in aggregate principal amount to US$500,000,000. This Global Bond and all the rights of
the registered holder hereof are expressly subject to a fiscal agency agreement dated as of January 18, 2006 (the
"Fiscal Agency Agreement") between the Province and The Bank of New York, as fiscal agent, transfer agent,
registrar and principal paying agent (the "Registrar", which term includes any successor as fiscal agent,
transfer agent, registrar and principal paying agent) to which Fiscal Agency Agreement reference is hereby made
for a statement of the respective rights, duties and immunities of the Province, the Registrar and holders of the
Bonds and the terms upon which the Bonds are, and are to be, authenticated and delivered. This Global Bond and
the Fiscal Agency Agreement together constitute a contract, all the terms and conditions of which the registered
holder by acceptance hereof assents to and is deemed to have notice of. Capitalized terms not defined herein
shall have the meaning assigned to them in the Fiscal Agency Agreement. Further references herein to principal
or interest shall be deemed to also refer to any Additional Amounts which may be payable hereunder.
This Global Bond is issued under the authority of an Order of the Lieutenant Governor in
Council of Ontario, made pursuant to the Financial Administration Act (Ontario), as amended. This Global Bond
shall for all purposes be governed by, and construed in accordance with, the laws of the Province of Ontario and
the laws of Canada applicable in Ontario.
Payment of the principal of and interest on this Global Bond is a charge on and payable out of
the Consolidated Revenue Fund of Ontario. This Global Bond is a direct unsecured obligation of the Province and
as among the other Bonds, ranks pari passu and is payable without any preference or priority. This Global Bond
ranks equally with all of the Province's other unsecured and unsubordinated indebtedness and obligations from
time to time outstanding.
Interest on this Global Bond will accrue from the most recent Interest Payment Date to which
interest has been paid, or, if no interest has been paid or duly provided for, from January 18, 2006, until the
principal hereof has been paid or duly made available for payment. Any overdue principal or interest on this
Global Bond shall bear interest at the rate of 4.75% per annum (before as well as after judgment) until paid, or
if earlier, when the full amount of the moneys payable has been received by the Registrar and notice to that
effect has been given in accordance with the provisions set forth herein. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will be paid to the person in whose name this
Global Bond (or one or more predecessor Global Bonds) is registered at the close of business on January 1st or
July 1st (whether or not a Business Day, as defined below), as the case may be, next preceding such Interest
Payment Date (each such day a "Regular Record Date"). Any such interest not so punctually paid or duly provided
for will be paid to the person in whose name this Global Bond (or one or more predecessor Global Bonds) is
registered at the close of business on a special record date for the payment of such defaulted interest to be
fixed by the Registrar, notice whereof shall be given to the registered holder hereof not less than ten (10) days
prior to such special record date, or be paid at any time in any other lawful manner. Interest payments on this
Global Bond will include interest accrued to but excluding the Interest Payment Dates. Interest will be
calculated on the basis of a 360-day year consisting of twelve 30-day months.
For the purposes only of disclosure required by the Interest Act (Canada) and without affecting
the interest payable to the registered holder of this Global Bond, the yearly rate of interest which is
equivalent to the rate of interest for any period of less than one year is the rate of interest for such period
multiplied by a fraction, the numerator of which is the actual number of days in the 12-month period constituting
such year and commencing on the same day as such period and the denominator of which is the actual number of days
elapsed in such 12-month period.
In the event that the Maturity Date, any Interest Payment Date or any Redemption Date (as
defined in the Fiscal Agency Agreement) with respect to this Global Bond shall be a day that is not a Business
Day, the registered holder hereof shall not be entitled to payment until the next following Business Day, and no
further interest shall be paid in respect of the delay in such payment, unless such next following Business Day
falls in the next succeeding calendar month, in which case the related payment will be made on the immediately
preceding Business Day as if made on the date such payment was due. For purposes hereof, "Business Day" means a
day on which banking institutions in The City of New York, the City of London, and the City of Toronto are not
authorized or obligated by law or executive order to close.
If Bonds in definitive registered form are issued in exchange for this Global Bond, payment of
the principal of such Bonds will be made upon presentation and surrender of such Bonds at the office of the
Registrar maintained for that purpose in the Borough of Manhattan, The City and State of New York, or at the
office of any Paying Agent appointed by the Province for such purpose pursuant to the Fiscal Agency Agreement.
Payment of interest due prior to or on the Maturity Date will be made by forwarding by post or otherwise
delivering a cheque, to the registered addresses of registered holders of Bonds, or, at the option of the
Province, otherwise transferring funds to the registered holders of the Bonds. If the Maturity Date, the
Redemption Date or any Interest Payment Date is a Business Day but is a day on which any Paying Agent is closed
at the applicable place of payment, the registered holder will not be entitled to payment at such location until
the next succeeding day on which banking institutions in such place of payment are not authorized or obligated by
law or executive order to be closed and no further interest shall accrue in respect of the delay in such payment.
Payment of the principal of and interest on the Bonds will be made in such coin or currency of
the United States as, at the time of payment, is legal tender for payment of public and private debts.
This Global Bond is not subject to any sinking fund and is not redeemable at the option of the
Province, unless certain events occur involving Canadian taxation as set forth below, and is not repayable at the
option of the holder prior to the Maturity Date.
All payments of, or in respect of, principal of and interest on this Global Bond will be made
without withholding of or deduction for, or on account of, any present or future taxes, duties, assessments or
charges of whatsoever nature imposed or levied by or on behalf of the Government of Canada, or any province or
political subdivision thereof, or any authority thereof or agency therein having power to tax, unless such taxes,
duties, assessments or charges are required by law or by the administration or interpretation thereof to be
withheld or deducted. In that event, the Province (subject to its right of redemption described herein below)
will pay to the registered holder of this Global Bond such additional amounts (the "Additional Amounts") as will
result (after withholding or deduction of the said taxes, duties, assessments or charges) in the payment to the
holders of Bonds of the amounts which would otherwise have been payable in respect of the Bonds in the absence of
such taxes, duties, assessments or charges, except that no such Additional Amounts shall be payable with respect
to any Bond:
(a) a beneficial owner of which is subject to such taxes, duties, assessments or charges in respect of such
Bond by reason of such owner being connected with Canada otherwise than merely by the ownership as a
non-resident of Canada of such Bond, but only to the extent of such owner's interest(s) therein; or
(b) presented for payment more than 15 days after the Relevant Date, except to the extent that the holder
thereof would have been entitled to such Additional Amounts on the last day of such period of 15 days.
For this purpose, the "Relevant Date" in relation to any Bond means whichever is the later of:
(i) the date on which the payment in respect of such Bond becomes due and payable; or
(ii) if the full amount of the moneys payable on such date in respect of such Bond has not
been received by the Registrar on or prior to such date, the date on which notice is
duly given to the holders of Bonds that such moneys have been so received.
Unless previously redeemed for tax reasons, as provided below, or repurchased by the Province,
the Principal Amount of this Global Bond is due and payable on January 19, 2016.
The Bonds may be redeemed at the option of the Province in whole, but not in part, at any time,
on giving not less than 30 days' and no more than 60 days' notice to registered holders of Bonds in accordance
with Section 19 of the Fiscal Agency Agreement (which notice shall be irrevocable), at 100% of the principal
amount thereof, together with interest accrued thereon to the Redemption Date, if (a) the Province has or will
become obliged to pay Additional Amounts as provided herein, as a result of any change in, or amendment to, the
laws or regulations of Canada or any province or political subdivision thereof, or any authority thereof or
agency therein having power to tax, or any change in the application or official interpretation of such laws or
regulations, which change or amendment becomes effective on or after January 10, 2006, and (b) such obligation
cannot be avoided by the Province taking reasonable measures available to it, provided that no such notice of
redemption shall be given earlier than 90 days prior to the earliest date on which the Province would be obliged
to pay such Additional Amounts were a payment in respect of the Bonds then due. Prior to the publication of any
notice of redemption pursuant to this paragraph, the Province shall deliver to the Registrar a certificate signed
by an officer of the Province stating that the Province is entitled to effect such redemption and setting forth a
statement of facts showing that the conditions precedent to the right of the Province so to redeem have occurred.
The Registrar has been appointed registrar for the Bonds, and the Registrar will maintain at
its office in the Borough of Manhattan, The City and State of New York, a register (herein, the "Register") for
the registration of Bonds and the registration of transfers and exchanges of Bonds. Subject to the limitations,
terms and conditions set forth herein and in the Fiscal Agency Agreement, this Global Bond may be transferred at
the office of the Registrar by surrendering this Global Bond for cancellation, and thereupon the Registrar shall
issue and register in the name of the transferee, in exchange herefor, a new Global Bond (or other global
security in the case of a transfer to a successor depository) having identical terms and conditions and having a
like aggregate principal amount in authorized denominations.
Upon the occurrence of certain events specified in Section 6 of the Fiscal Agency Agreement,
this Global Bond is exchangeable at the office of the Registrar for Bonds in definitive registered form without
coupons of authorized denominations of US$5,000 and integral multiples of US$1,000 for amounts in excess of
US$5,000 in an equal aggregate principal amount and having identical terms and conditions as this Global Bond,
except to the extent that such terms and conditions specifically relate to this Global Bond as a global
security. On or after such exchange, the Registrar, to the extent reasonably practicable in the circumstances,
shall make all payments to be made in respect of such Bonds in definitive registered form to the registered
holders thereof regardless of whether such exchange occurred after the record date for such payment. If this
Global Bond is surrendered for transfer, it shall be accompanied by a written instrument of transfer in form
satisfactory to the Registrar and executed by the registered holder in person or by the holder's attorney duly
authorized in writing. No service charge will be imposed for any such transfers and exchanges in the normal
course of business, but the Province may require payment of a sum sufficient to cover any stamp or other tax or
other governmental charge in connection therewith.
The Registrar shall not be required to register any transfer or exchange of this Global Bond
during the period from any Regular Record Date to the corresponding Interest Payment Date or during the period
from the Redemption Record Date (as defined in the Fiscal Agency Agreement) to the Redemption Date. Neither the
Province nor the Registrar shall be required to make any exchange of Bonds, if as a result thereof, the Province
may incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect
at the time of the exchange. No provision of this Global Bond or of the Fiscal Agency Agreement shall alter or
impair the obligation of the Province, which is absolute and unconditional, to pay the principal of and interest
on this Global Bond at the time, place and rate, and in the coin or currency, herein prescribed.
The Province, the Registrar and any Paying Agent may treat the holder in whose name this Global
Bond is registered as the absolute owner hereof for all purposes, whether or not this Global Bond is overdue, and
none of the Province, the Registrar or any Paying Agent shall be affected by notice to the contrary. All
payments to or on the order of the registered holder of this Global Bond are valid and effectual to discharge the
liability of the Province and the Registrar and any Paying Agent hereon to the extent of the sum or sums paid.
The Province's obligation to pay an amount of interest on the Bonds will cease if a claim for
the payment of such interest is not made within two years after the date on which such interest becomes due and
payable. The Province's obligation to pay the principal amount of the Bonds will cease if the Bonds are not
presented for payment within two years after the date on which such principal becomes due and payable.
The Province and the Registrar may, at any time or from time to time, without notice to or the
consent of the registered holder of any Bond, enter into one or more agreements supplemental to the Fiscal Agency
Agreement to create and issue further bonds ranking pari passu with the Bonds in all respects (or in all respects
except for the payment of interest accruing prior to the issue date of such further bonds or except for the first
payment of interest following the issue date of such further bonds) and so that such further bonds shall be
consolidated and form a single series with the Bonds and shall have the same terms as to status, redemption or
otherwise as the Bonds.
The Fiscal Agency Agreement and the Bonds may be amended by the Province on the one hand, and
the Registrar, on the other hand, without notice to or the consent of the registered holder of any Bond, for the
purpose of curing any ambiguity, or curing, correcting or supplementing any defective provisions contained
therein or herein, or effecting the issue of further bonds as described above or in any other manner which the
Province may deem necessary or desirable and which, in the reasonable opinion of the Province, on the one hand,
and the Registrar, on the other hand, will not adversely affect the interests of the beneficial owners of Bonds.
The Fiscal Agency Agreement contains provisions for convening meetings of registered holders of
Bonds to consent by Extraordinary Resolution (as defined below) to any modification or amendment proposed by the
Province to the Fiscal Agency Agreement (except as provided in the two immediately preceding paragraphs) and the
Bonds (including the terms and conditions contained herein).
An Extraordinary Resolution duly passed at any such meeting shall be binding on all registered
holders of Bonds, whether present or not; however, no such modification or amendment to the Fiscal Agency
Agreement or to the terms and conditions of the Bonds may, without the consent of the registered holder of each
such Bond affected thereby: (a) change the Maturity Date of any such Bond or change any Interest Payment Date;
(b) reduce the principal amount of any such Bond or the rate of interest payable thereon; (c) change the currency
of payment of any such Bond; (d) impair the right to institute suit for the enforcement of any payment on or with
respect to such Bond; or (e) reduce the percentage of the principal amount of Bonds necessary for the taking of
any action, including modification or amendment of the Fiscal Agency Agreement or the terms and conditions of the
Bonds, or reduce the quorum required at any meeting of registered holders of Bonds.
The term "Extraordinary Resolution" is defined in the Fiscal Agency Agreement as a resolution
passed at a meeting of registered holders of Bonds by the affirmative vote of the registered holders of not less
than 66-2/3% of the principal amount of Bonds represented at the meeting in person or by proxy and voted on the
resolution or as an instrument in writing signed by the registered holders of not less than 66-2/3% in principal
amount of the outstanding Bonds. The quorum at any such meeting for passing an Extraordinary Resolution is one
or more registered holders of Bonds present in person or by proxy who represent at least a majority in principal
amount of the Bonds at the time outstanding, or at any adjourned meeting called by the Province or the Registrar,
one or more persons being or representing registered holders of Bonds whatever the principal amount of the Bonds
so held or represented.
All notices to the registered holders of Bonds will be published in English in the Financial
Times in London, England, The Wall Street Journal in New York, U.S.A., and The Globe and Mail in Toronto,
Canada. If at any time publication in any such newspaper is not practicable, notices will be valid if published
in an English language newspaper with general circulation in the respective market regions as the Province, with
the approval of the Registrar, shall determine. Any such notice shall be deemed to have been given on the date
of such publication or, if published more than once or on different dates, on the first date on which publication
is made.
For so long as the Bonds are listed on the London Stock Exchange and if the rules of such stock
exchange on which the Bonds are listed or the rules of the Financial Services Authority (UK) so require, the
Province agrees to appoint and maintain a paying agent in London.
Unless the certificate of authentication hereon has been executed by the Registrar by manual
signature, this Global Bond shall not be entitled to any benefit under the Fiscal Agency Agreement or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Province of Ontario, pursuant to due authorization of law, has caused
this Global Bond to be duly executed by an authorized representative and the Seal of the Minister of Finance to
be imprinted hereon.
DATED: January 18, 2006 PROVINCE OF ONTARIO
By:
Authorized Signing Officer
SEAL OF THE MINISTER OF FINANCE
REGISTRAR'S CERTIFICATE
OF AUTHENTICATION
This is one of the Bonds of the series designated therein referred to in the within-mentioned Fiscal Agency
Agreement.
THE BANK OF NEW YORK
as Registrar
By:
Authorized Signatory
Underwriting Agreement
CONFORMED COPY
Dated as of January 10, 2006
PROVINCE OF ONTARIO
U.S.$1,000,000,000
4.75% Bonds due January 19, 2016
UNDERWRITING AGREEMENT
Province of Ontario
Underwriting Agreement
January 10, 2006
The Toronto-Dominion Bank
Barclays Capital Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
As representatives of the several Underwriters
c/o The Toronto-Dominion Bank
Triton Court
14/18 Finsbury Square
London, EC2A 1DB
United Kingdom
Dear Sirs:
The Province of Ontario (the "Province") proposes to sell the principal amount of its
securities identified in Schedule I hereto (the "Securities") to the underwriters named in Schedule II hereto
(the "Underwriters"), for whom you are acting as representatives (the "Representatives"). The Securities will be
issued in the form of one or more fully registered permanent global securities (the "Global Securities")
registered in the name of Cede & Co., as the nominee of The Depository Trust Company ("DTC"), subject to the
provisions of the fiscal agency agreement identified on Schedule I hereto (the "Fiscal Agency Agreement"). As of
January 10, 2006, (the "Time of Sale"), the Province had prepared the following information (collectively, the
"Time of Sale Information"): a Preliminary Final Prospectus (as defined below) dated January 9, 2006, and each
"free-writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) listed on Schedule III
hereto. This is to confirm the arrangements with respect to the purchase of the Securities by the Underwriters.
1. Representations and Warranties. The Province represents and warrants to, and agrees with, the
Underwriters that:
(i) The Time of Sale Information, at the Time of Sale and at the Closing Date did not and will not, contain
any untrue statement of a material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading;
provided that the Province makes no representation and warranty with respect to any statements or
omissions made in reliance upon and in conformity with information relating to any Underwriter furnished
to the Province in writing by such Underwriter through the Representatives expressly for use in such
Time of Sale Information.
(ii) Other than the Preliminary Final Prospectus and the Final Prospectus (as defined below), the Province
(including its agents and representatives, other than the Underwriters in their capacity as such) has
not used and will not use any "written communication" (as defined in Rule 405 under the Securities Act)
that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such
communication by the Province or its agents and representatives (other than a communication referred to
in clause (i) below) an "Issuer Free Writing Prospectus") other than (i) any document not constituting a
prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or
(ii) the documents listed on Schedule III hereto and other written communications approved in writing in
advance by the Representatives. Each such Issuer Free Writing Prospectus complied in all material
respects with the Securities Act, has been filed in accordance with the Securities Act (to the extent
required thereby) and, each such Issuer Free Writing Prospectus used after the Time of Sale when taken
together with the Time of Sale Information or, if filed, the Final Prospectus, did not at the time of
such use, and at the Closing Date will not, contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided that the Province makes no
representation and warranty with respect to (a) any statements or omissions made in each such Issuer
Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter
furnished to the Province in writing by such Underwriter through the Representative expressly for use in
any Issuer Free Writing Prospectus and (b) any Underwriter Free Writing Prospectus.
(iii) The Province has filed with the Securities and Exchange Commission (the "Commission") a registration
statement or registration statements under Schedule B of the Securities Act of 1933, as amended (the
"Securities Act"), which has or have become effective, for the registration of any Securities which may
be sold in the United States under the Securities Act. Each such registration statement, as amended at
the date of this Agreement, complies in all material respects with the requirements of the Securities
Act and the rules and regulations thereunder. The Province proposes to file with the Commission
pursuant to Rule 424 under the Securities Act a supplement to the form of prospectus included in the
most recent registration statement, or amendment thereto, filed with the Commission relating to the
Securities and the plan of distribution thereof and has advised you of all further information
(financial and other) with respect to the Province to be set forth therein. The registration statement
or registration statements, including the exhibits thereto and the documents incorporated by reference
therein, as amended at the date of this Agreement, is or are hereinafter called the "Registration
Statement"; the prospectus in the form in which it appears in the Registration Statement, including the
documents incorporated by reference therein, is hereinafter called the "Basic Prospectus"; such
supplemented form of prospectus, in the form in which it shall be filed with the Commission pursuant to
Rule 424 (including the Basic Prospectus as so supplemented), including the documents incorporated by
reference therein, is herein called the "Final Prospectus"; and any preliminary form of the Final
Prospectus which has heretofore been filed pursuant to Rule 424, including the documents incorporated by
reference therein, is herein called the "Preliminary Final Prospectus".
(iv) The documents filed by the Province with the Commission pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act") that are incorporated by reference in the Time of Sale Information or
the Final Prospectus, at the time they were filed with the Commission, complied in all material respects
with the requirements of the Exchange Act and the rules and regulations thereunder.
(v) The Province will comply with Directive 2003/71/EC (the "Prospectus Directive") and all laws,
regulations and rules implementing the Prospectus Directive, as amended from time to time and shall
submit (or procure the submission on its behalf of) such reports or information as may from time to time
be required for compliance with the Prospectus Directive and all laws, regulations and rules
implementing the Prospectus Directive.
(vi) As of the date hereof, when the Final Prospectus is first filed pursuant to Rule 424
under the Securities Act, when, prior to the Closing Date (as hereinafter defined), any amendment to the
Registration Statement becomes effective, when any supplement to the Final Prospectus is filed with the
Commission and at the Closing Date, (a) the Registration Statement, as amended as of any such time and
the Final Prospectus, as amended or supplemented as of any such time, complied and will comply in all
material respects with the applicable requirements of the Securities Act and the rules and regulations
thereunder and (b) the Registration Statement, as amended as of any such time, did not or will not
contain any untrue statement of a material fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein not misleading and the Final Prospectus, as
amended or supplemented as of any such time, will not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading, and
the summary set out in the Final Prospectus is not misleading, inaccurate or inconsistent when read with
other parts of the Final Prospectus; provided, however, that the Province makes no representations or
warranties as to the information contained in or omitted from the Registration Statement or the Final
Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with
information furnished in writing to the Province by or on behalf of any Underwriter through the
Representatives specifically for use in connection with the preparation of the Registration Statement
and the Final Prospectus.
2. Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and
warranties herein set forth, the Province agrees to sell to each Underwriter, and each Underwriter, severally and
not jointly, agrees to purchase from the Province, at the purchase price set forth in Schedule I hereto, the
principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto.
3. Delivery and Payment. Delivery of and payment for the Securities shall be made at the office, on the
date and at the time specified in Schedule I hereto (or such later date not later than five business days after
such specified date as the Representatives and the Province shall agree upon), which date and time may be
postponed by agreement between the Representatives and the Province or as provided in Section 10 hereof (such
date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of
the Global Securities shall be made to the Representatives or to their order for the respective accounts of the
several Underwriters against payment by the several Underwriters through the Representatives of the purchase
price thereof to the Province in immediately available (same day) funds by transfer to a U.S. dollar account
specified by the Province. The Global Securities shall be substantially in the form annexed to the Fiscal Agency
Agreement and registered in the name of Cede & Co., as nominee of DTC.
The Global Securities shall be made available for inspection and checking by the
Representatives in Toronto, Ontario not later than 3:00 P.M. (Toronto time) on the business day prior to the
Closing Date. For purposes of this Agreement, "business day" shall mean a day on which banking institutions in
the City of Toronto are not authorized or obligated by law or executive order to be closed.
4. Listing. The Province agrees with the Underwriters to file or cause to be filed an application to the
Financial Services Authority in its capacity as competent authority under the Financial Services and Markets Act
2000, as amended (the "UK Listing Authority") for the Securities to be admitted to the Official List of the UK
Listing Authority (the "Official List") and for the Securities to be admitted to trading on the regulated market
of the London Stock Exchange plc (the "Stock Exchange") prior to the Closing Date. References herein to "list",
"listed" or "listing" when used in relation to the Stock Exchange shall mean admitted to the Official List and
admitted to trading on the regulated market of the London Stock Exchange plc. The Province shall use all
reasonable efforts to cause the Securities to be listed on the Stock Exchange on the Closing Date or within seven
Business Days thereafter. The Province further agrees to furnish to the UK Listing Authority and the Stock
Exchange all documents, instruments, information and undertakings and to publish all advertisements or other
material that may be necessary in order to effect the listing of the Securities and to cause the listing of the
Securities on the Stock Exchange to be continued for so long as any of the Securities remain outstanding;
provided, however, that if in the opinion of the Province, the continuation of such listing shall become unduly
onerous, then the Province may delist the Securities from the Stock Exchange; provided, further, that if the
Securities are to be so delisted from the Stock Exchange, the Province will use its best efforts to obtain the
admission to listing, trading and/or quotation of the Securities by another listing authority, securities
exchange and/or quotation system reasonably acceptable to the Representatives and the Province prior to the
delisting of the Securities from the Stock Exchange. The provisions of this section shall apply to any other
listing authority, securities exchange and/or quotation system on which the Securities may be admitted to
listing, trading and/or quotation mutatis mutandis.
5. Agreements. (a) The Province and the Underwriters agree that:
(i) Prior to the termination of the offering of the Securities, the Province will not file any amendment to
the Registration Statement, any supplement to the Time of Sale Information, the Final Prospectus or any
document that would as a result thereof be incorporated by reference in the Time of Sale Information or
the Final Prospectus, unless the Province has furnished to the Underwriters a copy for their review
prior to filing and will not file any such proposed amendment, supplement or document to which the
Underwriters reasonably object, except that the Underwriters may not object to the filing, as exhibits
to an amendment on Form 18-K/A to the Province's Annual Report on Form 18-K, of reports prepared by the
Province and the Ontario Electricity Financial Corporation in the ordinary course. Subject to the
foregoing sentence, the Province will cause any Preliminary Final Prospectus and the Final Prospectus to
be filed (or mailed for filing) with the Commission pursuant to Rule 424 and the Province will file any
Issuer Free Writing Prospectus to the extent required by Rule 433 under the Securities Act. The
Province will promptly advise the Representatives (i) when the Time of Sale Information, the Final
Prospectus or any document that would as a result thereof be incorporated by reference in the Time of
Sale Information or the Final Prospectus shall have been filed (or mailed for filing) with the
Commission, (ii) when any amendment to the Registration Statement relating to the Securities shall have
become effective, (iii) of any request by the Commission for any amendment of the Registration Statement
or amendment of or supplement to the Time of Sale Information or the Final Prospectus or for any
additional information relating thereto or to any document incorporated by reference in the Preliminary
Final Prospectus or the Final Prospectus, (iv) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or the institution or threatening of any
proceeding for that purpose and (v) of the receipt by the Province of any notification with respect to
the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose. The Province will use its best efforts to prevent the
issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof.
(ii) Before using or filing any Issuer Free Writing Prospectus, the Province will furnish to the
Representatives and counsel for the Underwriters a copy of the proposed Issuer Free Writing Prospectus
for review and will not use or file any such Issuer Free Writing Prospectus to which the Representatives
reasonably object provided that the Representatives may not object to a filing that is required.
(iii) If, at any time when a prospectus relating to the Securities is required to be delivered under the
Securities Act or is required to be published under the Prospectus Directive, any event occurs as a
result of which the Time of Sale Information or the Final Prospectus as then amended or supplemented
would include any untrue statement of a material fact or omit to state any material fact necessary to
make the statements therein in the light of the circumstances under which they were made not misleading,
or if it shall be necessary to amend or supplement the Time of Sale Information or the Final Prospectus
to comply with the Securities Act or the rules and regulations thereunder or with the Prospectus
Directive, the Province promptly will prepare and file with the Commission, subject to the first
sentence of paragraph (a)(i) of this Section 5, an amendment or supplement at its own expense which will
correct such statement or omission or an amendment which will effect such compliance.
(iv) The Province will make generally available to its security holders and to the Representatives as soon as
practicable after the close of its first fiscal year beginning after the date hereof, statements of its
revenues and expenditures for such fiscal year which will satisfy the provisions of Section 11(a) of the
Securities Act and the applicable rules and regulations thereunder.
(v) The Province will furnish to the Representatives, upon request, without charge, copies of the
Registration Statement (including exhibits thereto and documents incorporated by reference therein) and
each amendment thereto which shall become effective on or prior to the Closing Date and, so long as
delivery of a prospectus by an Underwriter or a dealer may be required by the Securities Act or
publication of a prospectus may be required by the Prospectus Directive, as many copies of any
Preliminary Final Prospectus, any Issuer Free Writing Prospectus and the Final Prospectus and any
amendments thereof and supplements thereto as the Representatives may reasonably request.
(vi) The Province will arrange for the qualification of the Securities for offer and sale and the
determination of their eligibility for investment under the securities laws of such states and other
jurisdictions of the United States as the Representatives may designate and will maintain such
qualifications in effect so long as required for the distribution of the Securities; provided, however,
that the Province shall not be obligated to consent to general service of process under the laws of any
state or other jurisdiction.
(vii) The Province will pay (i) all expenses in connection with (a) the preparation, issue, execution and
delivery of the Securities (including fees of the registrar, fiscal agent, transfer agent and paying
agents and the fees and expenses of the Province's legal advisors), (b) the fee incurred in filing the
Registration Statement (including all amendments thereto), any Issuer Free Writing Prospectus and any
Time of Sale Information with the Commission, (c) all costs, expenses, fees or commissions, payable on
or in connection with the granting of listing for the Securities on the Stock Exchange and (d) any fee
payable to rating services in connection with the rating of the Securities, (ii) the cost of copying the
documents incorporated by reference in the Time of Sale Information and the Final Prospectus in such
quantities as the Representatives may reasonably request and the cost of delivering the same to
locations designated by the Representatives and satisfactory to the Province in its reasonable judgment
and (iii) all stamp duties or other like taxes and duties or value added taxes payable under the laws of
the United Kingdom upon and in connection with the execution, issue and subscription of the Securities
or the execution and delivery of this Agreement and the Fiscal Agency Agreement. Except as provided in
Section 9 hereof, the Province shall not be required to pay or bear any fees or expenses of the
Underwriters.
(viii) The Underwriters will pay all costs incurred in connection with the printing of the Final Prospectus and
each Preliminary Final Prospectus (including all amendments thereof or supplements thereto), any Issuer
Free Writing Prospectus and the cost of delivering the same to locations designated by the Underwriters,
the Province and each of their counsel.
(b) Each Underwriter agrees that:
(i) It will cause the Representatives to deliver to the Province a letter prior to the Closing Date
containing the total sales of the Securities made in the initial distribution in the United States
together with an estimate of the number of Securities reasonably expected to be sold within the United
States in secondary market transactions within 40 days of the Closing Date; provided, however, that the
Underwriters shall bear no responsibility for any discrepancy between such estimate and the actual
number of Securities sold within the United States pursuant to such secondary market transactions in
such time period.
(ii) It has not and will not use, authorize use of, refer to, or participate in the planning for use of, any
"free writing prospectus", as defined in Rule 405 under the Securities Act (which term includes use of
any written information furnished to the Commission by the Province and not incorporated by reference
into the Registration Statement and any press release issued by the Province) other than (A) any Issuer
Free Writing Prospectus listed on Schedule III hereto or prepared pursuant to Section 1(ii) or Section
5(a)(ii) above, or (B) any free writing prospectus prepared by such underwriter and provided to and
approved by the Province in advance in writing (each such free writing prospectus referred to in clause
(B), an "Underwriter Free Writing Prospectus.").
(iii) It has not and will not distribute any Underwriter Free Writing Prospectus referred to in Section
5(b)(ii)(B) in a manner reasonably designed to lead to its broad unrestricted dissemination unless the
Province has consented in advance in writing to such dissemination.
(iv) It has not and will not, without the prior written consent of the Province, use any "free writing
prospectus", as defined in Rule 405 under the Securities Act, that contains the final terms of the
Securities unless such terms have previously been included in an Issuer Free Writing Prospectus filed or
to be filed with the Commission; provided that the Underwriters may use a Bloomberg term sheet that
contains some or all of the information in Schedule I hereto without the consent of the Province;
provided further that any Underwriter using such term sheet shall notify the Province, and provide a
copy of such term sheet to the Province, prior to, or substantially concurrently with, the first use of
such term sheet.
(v) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the
offering (and will promptly notify the Province if any such proceeding against it is initiated during
the period that delivery of a prospectus by an Underwriter or a dealer may be required by the Securities
Act).
6. Selling Restrictions.
(a) European Economic Area.
In relation to each Member State of the European Economic Area which has implemented the
Prospectus Directive (each, a "Relevant Member State"), each of the Underwriters, on behalf of itself and each of
its affiliates that participates in the initial distribution of the Securities, has represented and agreed that
with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member
State (the "Relevant Implementation Date") it has not made and will not make an offer of Securities to the public
in that Relevant Member State prior to the publication of a prospectus in relation to the Securities which has
been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another
Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance
with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation
Date, make an offer of Securities to the public in that Relevant Member State at any time:
(i) to legal entities which are authorised or regulated to operate in the financial markets or, if not so
authorised or regulated, whose corporate purpose is solely to invest in securities;
(ii) to any legal entity which has two or more of (1) an average of at least 250 employees during the last
financial year; (2) a total balance sheet of more than(euro)43,000,000 and (3) an annual net turnover of
more than(euro)50,000,000, as shown in its last annual or consolidated accounts; or
(iii) in any other circumstances which do not require the publication by the Province of a prospectus pursuant
to Article 3 of the Prospectus Directive.
For the purposes of this provision, the expression an "offer of Securities to the public" in
relation to any Securities in any Relevant Member State means the communication in any form and by any means of
sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to
decide to purchase or subscribe the Securities, as the same may be varied in that Member State by any measure
implementing the Prospectus Directive in that Member State and the expression "Prospectus Directive" means
Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.
(b) United Kingdom. Each of the Underwriters, on behalf of itself and each of its affiliates that
participates in the initial distribution of the Securities, represents and agrees that:
(i) it has only communicated or caused to be communicated and will only communicate or cause to be
communicated an invitation or inducement to engage in investment activity (within the meaning of Section
21 of the Financial Services and Markets Act 2000 ("FSMA")) received by it in connection with the issue
or sale of the Securities in circumstances in which Section 21(1) of the FSMA does not apply to the
Province; and
(ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything
done by it in relation to the Securities in, from or otherwise involving the United Kingdom.
(c) Japan. The Securities have not been and will not be registered under the Securities and Exchange Law of
Japan and, accordingly, the Underwriters, on behalf of themselves and each of their respective affiliates that
participates in the initial distribution of the Securities, each undertake that they have not offered or sold and
will not offer or sell any Securities, directly or indirectly, in Japan or to, or for the benefit of, any
Japanese Person or to others for re-offering or resale, directly or indirectly, in Japan or to or for the benefit
of any Japanese Person except pursuant to an exemption from the registration requirements of the Securities and
Exchange Law of Japan, and under circumstances which will result in compliance with all applicable laws,
regulations and guidelines promulgated by the relevant Japanese governmental and regulatory authorities and in
effect at the relevant time. For the purposes of this paragraph, "Japanese Person" shall mean any person
resident in Japan, including any corporation or other entity organized under the laws of Japan. As part of the
offering of the Securities, the Underwriters may offer the Securities in Japan to a list of 49 offerees in
accordance with this Section 6(d).
(d) Hong Kong. Each of the Underwriters, on behalf of itself and each of its affiliates that participates
in the initial distribution of the Securities, represents and agrees that (1) it has not offered or sold and will
not offer or sell in Hong Kong, by means of any document, any Securities other than (i) to "professional
investors" within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong ("SFO") and any
rule made under the SFO, or (ii) in other circumstances which do not result in the document being a "prospectus"
within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the
public within the meaning of that Ordinance; and (2) it has not issued or had in its possession for the purposes
of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or
elsewhere, any advertisement, invitation or document relating to the Securities, which is directed at, or the
contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so
under the securities laws of Hong Kong) other than with respect to Securities which are intended to be disposed
of only to persons outside Hong Kong or only "professional investors" within the meaning of the SFO and any rules
made thereunder.
(e) Sale and Distribution. In addition to the provisions of Sections 6(a), (b), (c) and (d) above, the
Underwriters, on behalf of themselves and each of their respective affiliates that participates in the initial
distribution of the Securities, represent to and agree with the Province that they and each of their respective
affiliates have not offered, sold or delivered and they will not offer, sell or deliver, directly or indirectly,
any of the Securities or distribute the Basic Prospectus, any Preliminary Final Prospectus or the Final
Prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under
circumstances that will, to the best of their knowledge and belief, after reasonable investigation, result in
compliance with the applicable laws and regulations thereof and which will not impose any obligations on the
Province except as contained in this Agreement.
(f) Authorizations. Without prejudice to the provisions of Sections 6(a), (b), (c), (d), and (e) and except
for the qualification of the Securities for offer and sale and the determination of their eligibility for
investment under the applicable securities laws of such jurisdictions as the Representatives may designate
pursuant to Section 5(a)(v), the Province shall not have any responsibility for, and the Underwriters agree with
the Province that the Underwriters and their respective affiliates will obtain, any consent, approval or
authorization required by them for the subscription, offer, sale or delivery by them of any of the Securities
under the laws and regulations in force in any jurisdiction to which they are subject or in or from which they
make such subscription, offer, sale or delivery of any of the Securities.
7. Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the
Securities shall be subject to the accuracy of the representations and warranties on the part of the Province
contained herein as of the date hereof, as of the date of the effectiveness of any amendment to the Registration
Statement filed prior to the Closing Date (including the filing of any document incorporated by reference
therein) and as of the Closing Date, to the accuracy of the statements of the Province made in any certificates
pursuant to the provisions hereof, to the performance by the Province of its obligations hereunder and to the
following additional conditions:
(a) No stop order suspending the effectiveness of the Registration Statement, as amended from time to time,
shall have been issued and no proceedings for that purpose shall have been instituted or threatened; and the
Final Prospectus shall have been filed with the Commission pursuant to Rule 424 not later than 5:00 P.M., New
York City time, on the second business day following the date hereof or transmitted by a means reasonably
calculated to result in filing with the Commission by such date; and each Issuer Free Writing Prospectus, to the
extent required by Rule 433 under the Securities Act, shall have been filed with the Commission under the
Securities Act.
(b) The Province shall have furnished to the Representatives, on behalf of the Underwriters, on or prior to
the Closing Date, a written opinion dated the Closing Date of the Deputy Attorney General, Assistant Deputy
Attorney General, Acting Assistant Deputy Attorney General of the Province or any solicitor who is an employee of
the Crown and seconded to the Legal Services Branch, Ministry of Finance, addressed to the Minister of Finance of
the Province to the effect that, based on the assumptions and subject to the qualifications set forth therein:
(i) this Agreement has been duly authorized, executed and delivered by the Province in accordance with the
laws of the Province and the Order or Orders of the Lieutenant Governor in Council applicable thereto,
and constitutes a legal, valid and binding agreement of the Province enforceable in accordance with its
terms;
(ii) the Fiscal Agency Agreement has been duly authorized, executed and delivered by the Province in
accordance with the laws of the Province and the Order or Orders of the Lieutenant Governor in Council
applicable thereto, and, assuming due execution and delivery by the Fiscal Agent, constitutes a legal,
valid and binding agreement of the Province enforceable in accordance with its terms;
(iii) the Securities have been duly authorized and the Global Securities have been duly executed by the
Province in accordance with the laws of the Province and the Order or Orders of the Lieutenant Governor
in Council applicable thereto, and, when authenticated in accordance with the provisions of the Fiscal
Agency Agreement and delivered to and paid for by the Underwriters pursuant to this Agreement, will
constitute legal, valid and binding obligations of the Province, enforceable in accordance with their
terms;
(iv) the statements in the Preliminary Final Prospectus and the Final Prospectus under the headings
"Description of Debt Securities and Warrants-- Canadian Income Tax Considerations" and "Taxation--
Canadian Taxation" are accurate in all material respects subject to the qualifications therein stated;
(v) the payment of principal of and interest on the Securities will be a charge on and payable out of the
Consolidated Revenue Fund of the Province of Ontario (as defined in the Financial Administration Act
(Ontario));
(vi) no authorization, consent, waiver or approval of, or filing, registration, qualification or recording
with, any governmental authority of the Province of Ontario or of Canada is required in connection with
the execution, delivery and performance by the Province of this Agreement or the Fiscal Agency Agreement
or the sale of the Securities by the Province in the manner contemplated in this Agreement and the Final
Prospectus, except for the Order or Orders of the Lieutenant Governor in Council and an approval under
section 28 of the Financial Administration Act (Ontario), which have been obtained;
(vii) no stamp or other similar duty or levy is payable under the laws of the Province of Ontario or the laws
of Canada applicable in the Province in connection with the execution, delivery and performance by the
Province of this Agreement and the Fiscal Agency Agreement, or in connection with the issue and sale of
the Securities by the Province in the manner contemplated in this Agreement, the Time of Sale
Information and the Final Prospectus; and
(viii) Her Majesty the Queen in right of Ontario may be sued in the courts of the Province of Ontario with
regard to any claims arising out of or relating to the obligations of the Province under the
Securities. No law in the Province of Ontario requires the consent of any public official or authority
for suit to be brought or judgment to be obtained against Her Majesty the Queen in right of Ontario
arising out of or relating to the obligations of the Province under the Securities, though in certain
circumstances prior notice and particulars of a claim must be given to Her Majesty the Queen in right of
Ontario. An amount payable by Her Majesty the Queen in right of Ontario under an order of a court of
the Province of Ontario that is final and not subject to appeal is payable out of the Consolidated
Revenue Fund of the Province of Ontario pursuant to the Proceedings Against the Crown Act (Ontario).
(c) The Representatives, on behalf of the Underwriters, shall have received on the Closing Date from
Shearman & Sterling LLP, United States counsel to the Province, favorable opinions dated the Closing Date to the
effect that:
(i) the statements in the Preliminary Final Prospectus, read together with the Time of Sale Information and
the Final Prospectus under the caption "Description of the Bonds", "Clearing and Settlement" and
"Underwriting", in each case, insofar as such statements constitute summaries of documents referred to
therein, fairly summarize in all material respects the documents referred to therein;
(ii) the statements in the Preliminary Final Prospectus, read together with the Time of Sale Information, and
the Final Prospectus under the caption "Description of Debt Securities and Warrants-- United States
Income Tax Considerations", as supplemented by "Taxation -- United States Federal Income Tax
Considerations", in each case, insofar as such statements constitute summaries of legal matters referred
to therein, fairly summarize in all material respects the legal matters referred to therein;
(iii) each of the Registration Statement and the Final Prospectus, excluding the documents incorporated by
reference therein, and any supplements or amendments thereto (other than the financial statements and
other financial or statistical data contained therein or omitted therefrom, as to which such counsel
need not express any opinion) appears on its face to be appropriately responsive in all material
respects to the requirements of the Securities Act and the applicable rules and regulations of the
Commission thereunder; and
(iv) each of the documents incorporated by reference in the Preliminary Final Prospectus, read together with
the Time of Sale Information, and the Final Prospectus (other than the financial statements and other
financial or statistical data contained therein or omitted therefrom, as to which such counsel need
express no opinion), except to the extent that any statement therein is modified or superseded in the
Preliminary Final Prospectus or the Final Prospectus, at the time it was filed with the Commission,
appears on its face to be appropriately responsive in all material respects to the requirements of the
Exchange Act and the applicable rules and regulations of the Commission thereunder.
Such counsel shall also state that although they have not verified, are not passing upon and do
not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the
Registration Statement, the Time of Sale Information or the Final Prospectus (including the documents
incorporated by reference therein), such counsel has, however, generally reviewed and discussed such statements
with representatives of the Ontario Financing Authority and Ministry of Finance of the Province and, in the
course of such review and discussion, no facts have come to such counsel's attention which gives them reason to
believe that (A) that the Registration Statement (including the documents incorporated by reference therein,
other than the financial statements and other financial or statistical data contained therein or omitted
therefrom, as to which such counsel has not been requested to comment), at the effective date of the Registration
Statement with respect to the offering of Securities, as determined for the Province pursuant to Section 11 of
the Securities Act, contained an untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary in order to make the statements therein not misleading, (B) the Final
Prospectus as amended or supplemented, if applicable (including the documents incorporated by reference therein,
other than the financial statements and other financial or statistical data contained therein or omitted
therefrom, as to which such counsel has not been requested to comment), as of the date of such Final Prospectus
as amended or supplemented, if applicable, or the Closing Date, contained or contains an untrue statement of a
material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading or (C) the Time of Sale Information, at
the Time of Sale (which such counsel may assume to be the date of the Underwriting Agreement) (other than the
financial statements and other financial or statistical data contained therein or omitted therefrom, as to which
such counsel has not been requested to comment), contained any untrue statement of a material fact or omitted to
state a material fact necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading.
In giving such opinions, such counsel may rely, without independent investigation, as to
matters relating to the federal law of Canada or the laws of the Province of Ontario, on the opinion of the
Deputy Attorney General, Assistant Deputy Attorney General, Acting Assistant Deputy Attorney General of the
Province or any solicitor who is an employee of the Crown and seconded to the Legal Services Branch, Ministry of
Finance, rendered pursuant to Section 7(b) hereof.
(d) The Representatives, on behalf of the Underwriters, shall have received on the Closing Date from Davis
Polk & Wardwell, United States counsel for the Underwriters, and Stikeman Elliott LLP, Canadian counsel for the
Underwriters, favorable opinions dated the Closing Date as to the form and validity of the Securities and as to
the proceedings and other related matters incident to the issuance and sale of the Securities on the Closing
Date, and the Representatives, on behalf of the Underwriters, shall have received on the Closing Date from Davis
Polk & Wardwell a favorable opinion dated the Closing Date with respect to the Registration Statement, the Time
of Sale Information and the Final Prospectus and other related matters as the Representatives may reasonably
require. In giving their opinion, Davis Polk & Wardwell may rely upon the opinion of Stikeman Elliott LLP as to
matters of Canadian and Ontario law.
(e) The Province shall have furnished to the Representatives, on behalf of the Underwriters, on the Closing
Date a certificate of the Province, signed by the duly authorized officer of the Province (who may rely as to
proceedings pending or contemplated upon the best of his knowledge), dated the Closing Date, to the effect that:
(i) the representations and warranties of the Province in this Agreement are true and correct in all
material respects on and as of the Closing Date with the same effect as if made on the Closing Date and
the Province has complied with all the agreements and satisfied all the conditions on its part to be
performed or satisfied at or prior to the Closing Date;
(ii) no stop order suspending the effectiveness of the Registration Statement, as amended, has been issued
and no proceedings for that purpose have been instituted or, to the Province's knowledge, threatened; and
(iii) there has been no material adverse change in the financial, economic or political conditions of the
Province from those set forth in or contemplated by the Registration Statement, the Time of Sale
Information and the Final Prospectus other than changes arising in the ordinary and normal course.
(f) Subsequent to the execution of this Agreement and on or prior to the Closing Date, there shall not have
been any decrease in the ratings of any of the Province's long-term debt securities by Moody's Investors Service
or Standard & Poor's, a division of The McGraw-Hill Companies, Inc.
(g) The Final Prospectus shall have been approved by the UK Listing Authority and shall have been published
in accordance with the Prospectus Directive.
(h) Application shall have been made on or prior to the Closing Date to list the Securities on the Stock
Exchange.
(i) Prior to the Closing Date, the Province shall have furnished to the Representatives such further
information, certificates and documents as the Representatives may reasonably request.
If any of the conditions specified in this Section 7 shall not have been fulfilled in all
material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned
above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and
substance to the Representatives, this Agreement and all obligations of the Underwriters hereunder may be
cancelled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation
shall be given to the Province in writing or by telephone or facsimile transmission, in either case confirmed in
writing.
8. Stabilization and Over-allotment. Any over-allotment or stabilization transaction by the Underwriters
in connection with the distribution of the Securities shall be effected by them on their own behalf and not as
agents of the Province, and any gain or loss arising therefrom shall be for their own account. The Underwriters
acknowledge that the Province has not been authorized to issue Securities in excess of the principal amount set
forth in Schedule I hereto. The Underwriters also acknowledge that the Province has not authorized the carrying
out by the Underwriters of stabilization transactions other than in conformity with applicable rules, including
those made pursuant to applicable United Kingdom legislation and Regulation M under the Exchange Act (if
applicable).
9. Indemnification and Contribution.
(a) The Province agrees to indemnify and hold harmless each Underwriter and each of its affiliates that
participates in the initial distribution of the Securities and each person who controls any Underwriter or any
such affiliate within the meaning of either the Securities Act or the Exchange Act against any and all losses,
claims, damages or liabilities, joint or several, to which they or any of them may become subject under the laws
of any jurisdiction, including but not limited to the Securities Act, the Exchange Act or other United States
Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement for the registration of the
Securities as originally filed or in any amendment thereof, including all documents incorporated by reference, or
in the Basic Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information or the Final
Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and agrees to reimburse, as incurred, each such indemnified party, for any
legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that (i) the Province will not be liable in any such case
to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in
conformity with written information furnished to the Province by or on behalf of any Underwriter through the
Representatives specifically for use in connection with the preparation thereof, and (ii) such indemnity with
respect to the Basic Prospectus or any Preliminary Final Prospectus shall not enure to the benefit of any
Underwriter or affiliate thereof (or any person controlling any Underwriter or affiliate) from whom the person
asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if
such person did not receive the Time of Sale Information at or prior to the sale of such Securities to such
person and the untrue statement or omission of a material fact contained in the Basic Prospectus or any
Preliminary Final Prospectus was corrected in the Time of Sale Information. This indemnity agreement will be in
addition to any liability which the Province may otherwise have.
(b) Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Province:
(i) to the same extent as the foregoing indemnity from the Province to such Underwriter, but only to the
extent that such untrue statement or alleged untrue statement or omission or alleged omission was made
in reliance upon and in conformity with written information furnished to the Province by or on behalf of
such Underwriter through the Representatives specifically for use in the preparation of the documents
referred to in the foregoing indemnity;
(ii) against any and all losses, claims, damages or liabilities, joint or several, to which the Province may
become subject under the laws of any jurisdiction, including but not limited to the Securities Act, the
Exchange Act or other United States Federal or state statutory law or regulation, at common law or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue statement of a material fact contained
in any document prepared by such Underwriter and distributed by it in connection with the offering of
the Securities, or which arise out of or are based upon the omission or alleged omission to state
therein a material fact necessary to make the statements therein not misleading, and which statement or
omission is not contained in the Time of Sale Information, the Final Prospectus or the agreed press
releases; and
(iii) against any and all losses, claims, damages or liabilities, joint or several, to which the Province may
become subject arising out of or in connection with a breach by such Underwriter (or its affiliates that
participate in the initial distribution of the Securities) of any representation, or failure to perform
or observe any agreement, contained in Section 6 of this Agreement.
Each Underwriter, severally and not jointly, agrees to reimburse, as incurred, any legal or
other expenses reasonably incurred by the Province in connection with investigating or defending any such loss,
claim, damage, liability or action referred to in clauses (i), (ii) and (iii) above. This indemnity agreement
will be in addition to any liability which any Underwriter may otherwise have. The Province acknowledges, for
the purposes of clause (i) above, that the statements set forth under the heading "Underwriting" (except for the
statements in the paragraphs relating to the European Economic Area, the FSMA and the securities laws of Japan
and Hong Kong and the sentence relating to stamp taxes and other charges and expenses of the offering) in any
Preliminary Final Prospectus or the Final Prospectus constitute the only information furnished in writing by or
on behalf of the Underwriters for inclusion in any of the documents referred to in the foregoing indemnity, and
the Underwriters confirm that such statements are correct.
(c) Each of the Province and the Underwriters agree that the Underwriters shall have and hold the covenants
of the Province contained in this Section 9 in respect of the Underwriters' controlling persons (as defined
above) and affiliates in trust for the benefit of their controlling persons and affiliates. The Underwriters
agree to accept the trusts in this paragraph (c) declared and provided for and agree to enforce those covenants
on behalf of such persons.
(d) Promptly after receipt by an indemnified party under this Section 9 of notice of the commencement of any
action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 9, notify the indemnifying party in writing of the commencement thereof; but the omission so
to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified
party otherwise than under this Section 9.
In case any such action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be entitled to appoint counsel
satisfactory to such indemnified party to represent the indemnified party in such action; provided, however, that
if the defendants in any such action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other
indemnified parties which are different from or additional to those available to the indemnifying party, the
indemnified party or parties shall have the right to select separate counsel to defend such action on behalf of
such indemnified party or parties. An indemnifying party will not, without the prior written consent of the
indemnified parties (which consent shall not be unreasonably withheld or delayed), settle or compromise or
consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding
in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified
parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of each indemnified party from all liability arising out of such claim, action,
suit or proceeding. In order to be entitled to an indemnity with respect to a claim hereunder, an indemnified
party will not, without the prior written consent of the indemnifying parties (which consent shall not be
unreasonably withheld or delayed), settle or compromise or consent to the entry of any judgment with respect to
such pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnifying parties are actual or potential parties to such claim or
action).
Upon receipt of notice from the indemnifying party to such indemnified party of its election so
to appoint counsel to defend such action and approval by the indemnified party of such counsel, the indemnifying
party will not be liable to such indemnified party under this Section 9 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense thereof unless:
(i) the indemnified party shall have employed separate counsel in accordance with the proviso to the first
sentence of the next preceding paragraph (it being understood, however, that the indemnifying party
shall not be liable for the expenses of more than one separate counsel, approved by the Representatives
in the case of paragraph (a) of this Section 9, representing the indemnified parties under such
paragraph (a) who are parties to such action),
(ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party
to represent the indemnified party within a reasonable time after notice of commencement of the action,
or
(iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense
of the indemnifying party; and except that, if clause (i) or (iii) is applicable, such liability shall
be only in respect of the counsel referred to in such clause (i) or (iii).
(e) In order to provide for just and equitable contribution in circumstances in which the indemnification
provided for in paragraph (a) of this Section 9 is due in accordance with its terms but is for any reason held by
a court to be unavailable from the Province on grounds of policy or otherwise, the Province and the Underwriters
shall contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses
reasonably incurred in connection with investigating or defending same) to which the Province and the
Underwriters may be subject in such proportion so that the Underwriters are responsible for that portion
represented by the percentage that the underwriting discount specified in Schedule I hereto bears to the sum of
such discount and the purchase price of the Securities specified in Schedule I hereto and the Province is
responsible for the balance; provided, however, that (a) in no case shall any Underwriter be responsible for any
amount in excess of the underwriting discount applicable to the Securities purchased by such Underwriter
hereunder and (b) no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 9, each person who controls an Underwriter within the meaning of
the Securities Act shall have the same rights to contribution as the Underwriters, and each person who controls
the Province within the meaning of the Securities Act and each official of the Province who shall have signed the
Registration Statement shall have the same rights to contribution as the Province. Any party entitled to
contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against
such party in respect of which a claim for contribution may be made against another party or parties under this
paragraph (e), notify such party or parties from whom contribution may be sought, but the omission to so notify
such party or parties shall not relieve the party or parties from whom contribution may be sought from any other
obligation it or they may have hereunder or otherwise than under this paragraph (e).
10. Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of
the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase
shall constitute a default in the performance of its or their obligations under this Agreement, the remaining
Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount
of Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities
set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter
or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of
Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the
aggregate amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right
to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such
nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to
any nondefaulting Underwriter or the Province. In the event of a default by any Underwriter as set forth in this
Section 10, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives
shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in
any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any
defaulting Underwriter of its liability, if any, to the Province and any nondefaulting Underwriter for damages
occasioned by its default hereunder.
11. Termination. This Agreement shall be subject to termination in the absolute discretion of the
Representatives or the Province, by notice given to the Province or the Representatives, as the case may be,
prior to delivery and payment for the Securities, if prior to that time, there shall have occurred such a change
in national or international financial, political or economic conditions or currency exchange rates or exchange
controls which, in the reasonable judgment of the Representatives or the Province, as the case may be, is
material and adverse and such changes, singly or together with any other such change, makes it, in the reasonable
judgment of the Representatives or the Province, as the case may be, impracticable to market the Securities on
the terms and in the manner contemplated in the Time of Sale Information or the Final Prospectus.
Notwithstanding any such termination, the provisions of Sections 9, 12, and 15 hereof shall remain in effect.
12. Representations and Indemnities to Survive. The respective agreements, representations, warranties,
indemnities and other statements of the Province and of the Underwriters set forth in or made pursuant to this
Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the
Underwriters or the Province or any of the officers, directors or controlling persons referred to in Section 9
hereof, and will survive delivery of and payment for the Securities.
13. Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to
the Representatives on behalf of the Underwriters, will be mailed, delivered, telecopied or telegraphed and
confirmed to them care of The Toronto-Dominion Bank, Triton Court, 14/18 Finsbury Square, London, EC2A 1DB,
United Kingdom, attention: Origination & Syndication Desk (Telecopier No. 44 20 7628 1054) or, if sent to the
Province, will be mailed, delivered, telecopied or telegraphed and confirmed at Ontario Financing Authority, One
Dundas Street West, Suite 1400, Toronto, Ontario, M5G 1Z3, attention: Executive Director, Capital Markets
Division (Telecopier No. (416) 325-8111).
14. Successors and Assigns. This Agreement will enure to the benefit of and be binding upon the parties
hereto and their respective successors and permitted assigns and the officials and controlling persons referred
to in Section 9 hereof, and no other person will have any right or obligation hereunder. Neither this Agreement
nor any interest or obligation in or under this Agreement may be assigned by the Underwriters without the prior
written consent of the Province or by the Province without the prior written consent of the Representatives on
behalf of the Underwriters.
15. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the
Province of Ontario and the laws of Canada applicable in Ontario.
16. Counterparts. This Agreement may be executed in one or more counterparts (including counterparts by
facsimile) and when a counterpart has been executed by each party hereto all such counterparts taken together
shall constitute one and the same agreement.
17. Advertisements. All advertisements of the issue of the Securities or publication of such formal notice
as may be required by the rules of the Stock Exchange in connection with the listing of the securities on the
Stock Exchange shall be published in a form or forms and manner to which the Province consents in writing prior
to the date of publication. The Province may withhold its consent in its discretion regarding the use of any
symbol in any such advertisement and the publication in which such advertisement is to appear.
18. Time of the Essence. Time shall be of the essence in this Agreement.
19. Representation of Underwriters. In all dealings hereunder, the Representatives shall, and have all
necessary authority to, act on behalf of each of the Underwriters, and the Province shall be entitled to act and
rely upon any statement, request, notice or agreement given by the Representatives, jointly or individually, on
behalf of any of the Underwriters.
If the foregoing is in accordance with your understanding of our agreement, please sign and
return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding
agreement among the Province and the Underwriters.
Very truly yours,
Province of Ontario
By: /s/ Michael D. Manning
-----------------------------------
Name: Michael D. Manning
Title: Executive Director
Ontario Financing Authority
The foregoing Agreement is
hereby confirmed and accepted
as of the date first above written.
The Toronto-Dominion Bank
By: "signed"
----------------------------
Authorized Signatory
For itself and on behalf of the several Representatives and the several Underwriters.
SCHEDULE I
Underwriting Agreement dated as of January 10, 2006
Issuer: Province of Ontario
Underwriters:
Principal Amount
of Securities to
Underwriter be Purchased
The Toronto-Dominion Bank US$260,000,000
Barclays Capital Inc. 260,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated 260,000,000
CIBC World Markets Corp. 50,000,000
RBC Capital Markets Corporation 50,000,000
ABN AMRO Bank N.V. 15,000,000
BNP PARIBAS Securities Corp. 15,000,000
Citigroup Global Markets Inc. 15,000,000
Credit Suisse First Boston LLC 15,000,000
Deutsche Bank Securities Inc. 15,000,000
HSBC Securities (USA) Inc. 15,000,000
National Bank Financial Inc. 15,000,000
Scotia Capital (USA) Inc. 15,000,000
Total US$1,000,000,000
Fiscal Agency Agreement: Fiscal Agency Agreement dated as of January 18, 2006 between
the Province of Ontario and The Bank of New York, as Fiscal
Agent
Ratings of the Province of Ontario: Moody's Aa2; S&P: AA; Composite: AA
Title, Purchase Price and Description of Securities
Title: 4.75% Bonds due January 19, 2016
Aggregate principal amount: U.S.$1,000,000,000
Denomination: U.S.$5,000 and integral multiples of U.S.$1,000 for amounts
in excess of U.S.$5,000
Price to public: 99.371% plus accrued interest from January 18, 2006 if
settlement occurs after that date
Purchase price (include accrued
interest or amortization, if any): 99.171% plus accrued interest from January 18, 2006 if
settlement occurs after that date
Proceeds $991,576,400 after deducting the underwriting discount and
our estimated expenses
Underwriting discount: 0.20%
Maturity: January 19, 2016
Interest rate: 4.75%
Yield 4.83%
Interest payment dates: Interest for the initial interest period from and including
January 18, 2006 to, but excluding, July 19, 2006 will be
payable on July 19, 2006. Thereafter, interest will be
payable in two equal semi-annual installments in arrears on
January 19 and July 19.
Redemption provisions: The Securities will not be redeemable prior to maturity
unless specified events occur involving Canadian taxation
Withholding Taxes: Principal of and interest on the Securities will be payable
without withholding or deduction for Canadian withholding
taxes to the extent described in the Preliminary Final
Prospectus and Final Prospectus
Business Days: London, New York, Toronto
Sinking fund provisions: None
Other provisions: None
The Issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which
this communication relates. Before you invest, you should read the prospectus in that registration statement and
other documents the Issuer has filed with the SEC for more complete information about the Issuer and this
offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.
Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you
the prospectus if you request it by calling TD Securities toll-free at 1-800-263-5292, Barclays Capital toll-free
at 1-888-227-2275 (ext. 2663), or Merrill Lynch & Co. toll-free at 1-800-248-3580.
SCHEDULE II
Principal Amount
of Securities to
Underwriter be Purchased
The Toronto-Dominion Bank US$260,000,000
Barclays Capital Inc. 260,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated 260,000,000
CIBC World Markets Corp. 50,000,000
RBC Capital Markets Corporation 50,000,000
ABN AMRO Bank N.V. 15,000,000
BNP PARIBAS Securities Corp. 15,000,000
Citigroup Global Markets Inc. 15,000,000
Credit Suisse First Boston LLC 15,000,000
Deutsche Bank Securities Inc. 15,000,000
HSBC Securities (USA) Inc. 15,000,000
National Bank Financial Inc. 15,000,000
Scotia Capital (USA) Inc. 15,000,000
Total US$1,000,000,000
SCHEDULE III
Schedule I hereto
Opinion of Legal Counsel
Ministry of the Ministère du
Attorney General Procureur général
Legal Services Branch Direction des services juridiques
Ministry of Finance Ministère des Finances
[ONTARIO LOGO GRAPHIC OMITTED]
777 Bay Street 777, rue Bay
11th Floor 11e étage
Toronto ON M5G 2C8 Toronto ON M5G 2C8
Telephone: (416) 325-8619 Téléphone: (416) 325-8619
Facsimile: (416) 325-1460 Télécopieur: (416) 325-1460
January 18, 2006
The Honourable Dwight Duncan
Minister of Finance
7 Queen's Park Crescent East
7th Floor, Frost Building South
Toronto, Ontario
M7A 1Y7
Dear Minister:
Subject: Province of Ontario Issue of U.S. $1,000,000,000
4.75% Bonds due January 19, 2016
________________________________________________________________________________________________________
I am counsel to the Province of Ontario (the "Province") in connection with the issue of 4.75%
Bonds due January 19, 2016 of the Province in the aggregate principal amount of U.S. $1,000,000,000 (the
"Bonds") and the sale of the Bonds by the Province pursuant to an underwriting agreement dated as of
January 10, 2006, (the "Underwriting Agreement"), between the Province and the Underwriters named
therein.
This opinion is being delivered pursuant to paragraph 7(b) of the Underwriting Agreement.
Terms used but not defined herein shall have the meanings ascribed thereto in the Underwriting
Agreement.
I have examined originals or copies, certified or otherwise identified to my satisfaction, of
the following:
(a) the Underwriting Agreement;
(b) a fiscal agency agreement dated as of January 18, 2006, (the "Fiscal Agency Agreement"), between the
Province and The Bank of New York, including the forms of global bonds appended thereto;
(c) the supplemented form of prospectus of the Province, including the Basic Prospectus as so supplemented
and the documents incorporated by reference therein, dated January 10, 2006, relating to the
offering and sale of the Bonds (the "Final Prospectus"), and the preliminary form of the Final
Prospectus which was filed with the SEC on January 10, 2006, (the "Preliminary Final
Prospectus");
(d) the Financial Administration Act (Ontario);
(e) the Capital Investment Plan Act, 1993 (Ontario);
(f) the Interpretation Act (Ontario);
(g) the Proceedings Against the Crown Act (Ontario);
(h) the Currency Act (Canada);
(i) a certified copy of the Order of the Lieutenant Governor in Council of the Province of Ontario numbered
O.C. 2015/2005 dated December 15, 2005 made pursuant to the Financial Administration Act
(Ontario) (the "Order in Council") authorizing the issue and sale of the Bonds;
(j) a certificate of the Province dated January 18, 2006 as to the incumbency of certain representatives of
the Province;
(k) a certificate of the Province dated January 18, 2006 relating to the borrowing authority remaining under
the Order in Council;
(l) a certificate of the Province dated January 18, 2006related to the approval required under section 28 of
the Financial Administration Act (Ontario);
(m) a written order of the Province to the Registrar relating to the authentication and delivery of the
Global Bonds (as such term is defined in the Fiscal Agency Agreement); and
(n) the Global Bonds dated January 18, 2006, executed by and sealed on behalf of the Province.
I have also examined such certificates of public officials and such other certificates,
documents and records and such matters of law as I have considered necessary as a basis for or relevant to the
opinions hereinafter expressed.
For the purposes of this opinion, I have assumed, with regard to all documents examined
by me, the genuineness of all signatures, the authenticity of all documents submitted to me as originals and the
conformity to authentic original documents of all documents submitted to me as certified, conformed, telecopies
or photostatic copies. I have also assumed, for the purposes of the opinions expressed in paragraphs 1 and 2
below, the due execution and delivery of all agreements by the parties thereto other than the Province.
This opinion is based upon legislation as in effect on the date hereof and is limited to the laws of the
Province of Ontario and the federal laws of Canada applicable in Ontario. I have assumed that, insofar as any
obligation is to be performed in any jurisdiction outside Ontario, its performance will not be illegal or
ineffective by virtue of the laws of that jurisdiction.
I have also assumed that, for the purposes of the opinions expressed in paragraphs 1 and
6 below, the Underwriters, and each of their affiliates that participate in the initial distribution of the Bonds
in Ontario, will at all times comply with the selling restrictions specified in Section 6(e) of the Underwriting
Agreement as they relate to Ontario and have relied on the undertaking of the Underwriters in this regard.
The opinions given in paragraphs 1, 2, 3, 5 and 8 below are subject to the
following limitations and qualifications:
(A) the enforceability of Underwriting Agreement may be limited by general equitable principles;
(B) the availability of equitable remedies is in the discretion of a court of competent
jurisdiction (subject to further qualifications below);
(C) pursuant to the Currency Act (Canada) a judgment by a court of the Province of Ontario must be
awarded in Canadian currency and such judgment may be based on a rate of exchange in existence
on a day other than the day of payment;
(D) a court of the Province of Ontario may refuse to enforce any right of indemnity or contribution
under the Underwriting Agreement to the extent such is found to be contrary to public policy,
as that term is understood under the laws of the Province of Ontario and the laws of Canada
applicable in Ontario; and
(E) a court of the Province of Ontario may not against Her Majesty the Queen in right of Ontario:
(i) grant an injunction or make an order for specific performance,
(ii) make an order for recovery or delivery of real or personal property, or
(iii) issue execution or attachment or process in the nature thereof, other than garnishment
in certain limited circumstances.
Subject to the foregoing, I am of the opinion that:
(1) The Underwriting Agreement has been duly authorized, executed and delivered by the Province in
accordance with the laws of the Province and the Order in Council, and constitutes a legal,
valid and binding agreement of the Province enforceable in accordance with its terms.
(2) The Fiscal Agency Agreement has been duly authorized, executed and delivered by the Province in
accordance with the laws of the Province and the Order in Council and constitutes a legal,
valid and binding agreement of the Province enforceable in accordance with its terms.
(3) The Bonds have been duly authorized and the Global Bonds have been duly executed by and sealed on behalf
of the Province in accordance with the laws of the Province and the Order in Council and, when
the Global Bonds are authenticated in accordance with the provisions of the Fiscal Agency
Agreement and delivered and paid for by the Underwriters pursuant to the Underwriting
Agreement, they will constitute legal, valid and binding obligations of the Province,
enforceable in accordance with their terms.
(4) The statements in the Preliminary Final Prospectus and the Final Prospectus under the headings
"Description of Debt Securities and Warrants-Canadian Income Tax Considerations" and "Taxation-
Canadian Taxation", are accurate in all material respects, subject to the qualifications
therein stated.
(5) The payment of principal of and interest on the Bonds will be a charge on and payable out of the
Consolidated Revenue Fund of the Province of Ontario (as defined in the Financial
Administration Act (Ontario)).
(6) No authorization, consent, waiver or approval of, or filing, registration, qualification or recording
with, any governmental authority of the Province of Ontario or of Canada is required in
connection with the execution, delivery and performance by the Province of the Underwriting
Agreement, the Fiscal Agency Agreement or the sale of the Bonds by the Province in the manner
contemplated in the Underwriting Agreement and the Final Prospectus, except for the Order in
Council and the approval under section 28 of the Financial Administration Act (Ontario), which
have been obtained.
(7) No stamp or other similar duty or levy is payable under the laws of the Province of Ontario or the laws
of Canada applicable in the Province in connection with the execution, delivery and performance
by the Province of the Underwriting Agreement, the Fiscal Agency Agreement or in connection
with the issue and sale of the Bonds by the Province in the manner contemplated in the
Underwriting Agreement and the Final Prospectus.
(8) Her Majesty the Queen in right of Ontario may be sued in the courts of the Province of Ontario with
regard to any claims arising out of or relating to the obligations of the Province under the
Bonds. No law in the Province of Ontario requires the consent of any public official or
authority for suit to be brought or judgment to be obtained against Her Majesty the Queen in
right of Ontario arising out of or relating to the obligations of the Province under the Bonds,
though in certain circumstances prior notice and particulars of a claim must be given to Her
Majesty the Queen in right of Ontario. An amount payable by Her Majesty the Queen in right of
Ontario under an order of a court of the Province of Ontario that is final and not subject to
appeal is payable out of the Consolidated Revenue Fund of the Province of Ontario pursuant to
the Proceedings Against the Crown Act (Ontario).
By reason of the matters aforesaid, I hereby advise that each of the said Bonds of the
Province is not inconsistent with any overriding law in force in the Province and that there is no requirement of
the law applicable in the Province which has not been met or fulfilled.
This opinion may be delivered to the Underwriters who may rely thereon in connection with the
transactions contemplated under the Underwriting Agreement to the same extent as if such opinion were addressed
to them. In this regard, I wish to call to the attention of the Underwriters that, pursuant to section 43 of the
Financial Administration Act (Ontario), where, in the opinion of the Minister of Finance of Ontario, a person is
indebted to the Crown in right of Ontario or in right of Canada or any agency of the Crown in any specific sum of
money, the Minister has the discretion to retain by way of deduction or set-off, out of money that is due and
payable by the Province to that person, such sum as the Minister considers fit in the circumstances to be applied
against such indebtedness of that person.
I consent to the inclusion of this opinion in a Form 18-K/A amendment to the Province's annual report on
Form 18-K for the year ended March 31, 2005, which annual report is incorporated by reference into Registration
Statement No. 333-105400 filed with the Securities and Exchange Commission of the United States of America.
Yours truly,
/s/ Alexandra Raphael
----------------------------------
Alexandra Raphael
Legal Counsel
Legal Services Branch
Ministry of Finance
Schedule of Expenses
V. SCHEDULE OF EXPENSES
It is estimated that the expenses of the Province of Ontario in connection
with the sale of the Bonds will be as follows:
Securities and Exchange Commission fee.........................U.S.$ 32,100.00
Printing and Engraving expenses.............................................0.00
Fiscal Agent, Paying Agent and
DTC Custodian fees and expenses....................................$ 25,000.00
Legal fees and expenses............................................$ 50,000.00
Rating Agency fees and expenses....................................$ 11,500.00
Listing Agent fees and expenses....................................$ 15,000.00
Underwriters' expense reimbursement.........................................0.00
T0TAL U.S.$ 133,600.00
==================
