FORM 18-K/A
For Foreign Governments and Political Subdivisions Thereof
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 7 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:
Jennifer MacIntyre
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 5.00% Bonds due October 18, 2011, 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 (k) Fiscal Agency Agreement, dated as of October 18, 2006,
including the form of Bonds; Underwriting Agreement, dated
as of October 11, 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)
October 18, 2006 By: /s/ Irene Stich
------------------------------
Name: Irene Stich
Title: Director, Capital Markets Operations
Capital Markets Division
Ontario Financing Authority
Exhibit Index
Exhibit (k) Fiscal Agency Agreement, dated as of October 18, 2006, including
the form of Bonds; Underwriting Agreement, dated as of October
11, 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 (k)
Fiscal Agency Agreement
CONFORMED
PROVINCE OF ONTARIO
US$1,000,000,000
5.00% BONDS DUE OCTOBER 18, 2011
____________________
FISCAL AGENCY AGREEMENT
____________________
Dated as of October 18, 2006
PROVINCE OF ONTARIO
FISCAL AGENCY AGREEMENT dated as of October 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 October 11, 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 5.00% Bonds due October 18, 2011 (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 October 18,
2011 (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: Director, Capital Markets
Operations, 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/ Irene Stich
------------------------------------
Name: Irene Stich
Title: Director
Capital Markets Operations
Capital Markets Division
Ontario Financing Authority
THE BANK OF NEW YORK
as Registrar and additional Paying Agent in London
By: /s/ Luis Perez
-------------------------------
Name: Luis Perez
Title: Assistant Vice President
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. PL-A0001 CUSIP: 683234 YS 1
SERIES: PL ISIN: US683234YS19
PROVINCE OF ONTARIO
5.00% BOND DUE OCTOBER 18, 2011
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 October 18, 2011 (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 5.00% per annum from October 18, 2006 until the principal hereof is
paid. Interest for the period from, and including, October 18, 2006 to, but excluding, April 18, 2007 will be payable on April 18,
2007 (the "Initial Interest Payment Date"). Thereafter, interest on this Bond will be payable in two equal semi-annual installments
in arrears on the 18th day of April and the 18th day of October 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 5.00% Bonds due October 18, 2011 (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 October 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 October 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 5.00% 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 April 3rd or October 3rd (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 October 18, 2011.
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 October 11, 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: October 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. PL-A0002 CUSIP: 683234 YS 1
SERIES: PL ISIN: US683234YS19
PROVINCE OF ONTARIO
5.00% BOND DUE OCTOBER 18, 2011
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 October 18, 2011 (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 5.00% per annum from October 18, 2006 until the principal hereof is
paid. Interest for the period from, and including, October 18, 2006 to, but excluding, April 18, 2007 will be payable on April 18,
2007 (the "Initial Interest Payment Date"). Thereafter, interest on this Bond will be payable in two equal semi-annual installments
in arrears on the 18th day of April and the 18th day of October 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 5.00% Bonds due October 18, 2011 (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 October 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 October 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 5.00% 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 April 3rd or October 3rd (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 October 18, 2011.
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 October 11, 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: October 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 October 11, 2006
PROVINCE OF ONTARIO
U.S.$1,000,000,000
5.00% Bonds due October 18, 2011
UNDERWRITING AGREEMENT
Province of Ontario
Underwriting Agreement
October 11, 2006
ABN AMRO Bank N.V.
Barclays Capital Inc.
RBC Capital Markets Corporation
As representatives of the several Underwriters
c/o RBC Capital Markets Corporation
One Liberty Plaza
165 Broadway
New York, NY 10006-1404
U.S.A.
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
October 11, 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 October 10, 2006, and the Issuer Free Writing Prospectus (as
defined below) in the form of Schedule I hereto. As used herein, "Issuer Free Writing Prospectus" shall have the meaning assigned to
the term "issuer free writing prospectus" in Section 433 under the U.S. Securities Act of 1933, as amended (the "U.S. Securities
Act"). This Agreement 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 or
warranty with respect to any statements or omissions made in reliance upon and in conformity with information furnished to
the Province in writing by such Underwriter through the Representatives expressly for use in such Time of Sale Information.
The Issuer Free Writing Prospectus in the form of Schedule I hereto complies in all material respects with the U.S.
Securities Act.
(ii) The Province has filed with the U.S. Securities and Exchange Commission (the "SEC") a registration statement or registration
statements under Schedule B of the U.S. Securities Act, which has or have become effective, for the registration of any
Securities which may be sold in the United States under the U.S. Securities Act. Each such registration statement, as
amended at the date of this Agreement, complies in all material respects with the requirements of the U.S. Securities Act
and the rules and regulations thereunder. The Province has filed a Preliminary Final Prospectus (as defined below) with the
SEC pursuant to Rule 424 under the U.S. Securities Act, which has been furnished to the Underwriters, and proposes to file
with the SEC pursuant to Rule 424 under the U.S. Securities Act a supplement to the form of prospectus included in the most
recent registration statement, or amendment thereto, filed with the SEC 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 herein 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 herein called the "Basic Prospectus"; such supplemented form of prospectus, in the
form in which it shall be first filed with the SEC pursuant to Rule 424 after the date hereof (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 Basic Prospectus as so supplemented), including the documents incorporated by reference therein, is herein
called the "Preliminary Final Prospectus".
(iii) The documents filed by the Province with the SEC pursuant to the U.S. Securities Exchange Act of 1934, as amended (the "U.S.
Exchange Act") that are incorporated by reference in the Preliminary Final Prospectus or the Final Prospectus, at the time
they were filed with the SEC, complied in all material respects with the requirements of the U.S. Exchange Act and the rules
and regulations thereunder.
(iv) The Province will publish a prospectus approved by the UK Listing Authority (as defined below) (the "UKLA Prospectus") in
compliance with Directive 2003/71/EC (the "European Prospectus Directive") and all laws, regulations and rules implementing
the European 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 and otherwise comply with the European Prospectus
Directive and all laws, regulations and rules implementing the European Prospectus Directive.
(v) As of the date hereof, when the Final Prospectus is first filed pursuant to Rule 424 under the U.S. 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 SEC 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 U.S. 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 or 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 offices of Shearman & Sterling LLP,
Commerce Court West, Suite 4405, Toronto, Ontario, Canada (or such other place as may be agreed to by the Representatives and the
Province) at 9:00 a.m., Toronto time, on October 18, 2006 (or at such time on 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 Gilt Edged and Fixed Interest 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 Gilt Edged and Fixed Interest Market of the Stock Exchange,
which is a regulated market for the purposes of the Investment Services Directive (93/22/EEC). 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 4
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 or 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
SEC pursuant to Rule 424 and the Province will file any Issuer Free Writing Prospectus to the extent required by Rule 433
under the U.S. 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 SEC, (ii) when any amendment to
the Registration Statement relating to the Securities shall have become effective, (iii) of any request by the SEC 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 SEC 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, other than the Issuer Free Writing Prospectus in the form of
Schedule I hereto, 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 U.S. Securities Act, 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 U.S. Securities Act or the rules and
regulations thereunder, the Province promptly will prepare and file with the SEC, subject to the first sentence in 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 shall update or amend the UKLA Prospectus by the publication in accordance with the European Prospectus
Directive of a supplement thereto or an update thereof in the event that (A) a significant new factor, material mistake or
inaccuracy relating to the information included in the UKLA Prospectus which is capable of affecting the assessment of the
Securities arises or is noted, or (B) if there is any Significant (as defined below) change affecting any matter contained
in the UKLA Prospectus or a Significant new matter arises, the inclusion of information in respect of which would have been
so required if it had arisen when the UKLA Prospectus was prepared, or if such supplement or update would be required by the
UK Listing Authority prior to the listing of such Securities. Without prejudice to the generality of the foregoing, the
Province undertakes that in the period from and including the date when the UKLA Prospectus is approved by the UK Listing
Authority to and including the date when the Securities are issued it will only prepare and publish a supplement to, or
update of, the UKLA Prospectus if it is required, or has reasonable grounds to believe that it is required, to do so in
order to comply with Section 87G of the Financial Services and Markets Act 2000. For the purposes of this clause,
"Significant" means significant for the purposes of making an informed assessment of (A) the assets and liabilities,
financial position, profits and losses and prospects of the Province and (B) the rights attaching to the Securities.
(v) 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 U.S. Securities Act and the applicable rules and
regulations thereunder.
(vi) The Province will furnish to the Representatives, upon request, 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 U.S.
Securities Act or publication of a prospectus may be required by the European Prospectus Directive, as many copies of any
Preliminary Final Prospectus, any Issuer Free Writing Prospectus, the Final Prospectus and the UKLA Prospectus and any
amendments thereof and supplements thereto as the Representatives may reasonably request.
(vii) 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.
(viii) If the Province has agreed with the relevant Representative(s) that the UK Listing Authority will be requested to provide a
certificate of approval to the competent authority of one or more EEA Member State(s) under Article 17 and Article 18 of the
European Prospectus Directive, the arrangements relating to such request (including, but not limited to, the cost of
preparing any summary required pursuant to Article 19 of the European Prospectus Directive) will be agreed between the
Province and the relevant Representative(s) at the relevant time.
In any such case, the Province undertakes that it will use all reasonable endeavors to procure the delivery
of a certificate of approval by the competent authority in the United Kingdom to the competent authority in each such EEA
Member State as agreed between the Province and the relevant Representative(s).
Any translation of the summary pursuant to Article 19 of the European Prospectus Directive shall be
accurate and complete in all material respects and shall not be misleading, inaccurate or inconsistent when read together
with the UKLA Prospectus.
For the purposes of the above, "EEA Member State" means the member states of the European Union, together
with Iceland, Norway and Liechtenstein.
(ix) 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 SEC, (c) all costs, expenses, fees or
commissions, payable on or in connection with the approval of the UKLA Prospectus by the UK Listing Authority and 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.
(x) The Underwriters will pay all costs incurred in connection with the printing of the Final Prospectus, the UKLA 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 U.S. Securities Act) (which term includes use of any written information
furnished to the SEC by the Province and not incorporated by reference into the Registration Statement and any press release
issued by the Province) other than (A) the Issuer Free Writing Prospectus in the form of Schedule I hereto or prepared
pursuant to Section 5(a)(ii) above, or (B) any "free writing prospectus" prepared by such Underwriter and provided to and
consented to by the Province in advance in writing (each such "free writing prospectus" referred to in this clause (B), an
"Underwriter Free Writing Prospectus"); provided that the Underwriters may use a Bloomberg term sheet in accordance with
Section 5(b)(iv) below.
(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", 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 SEC; 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 Bloomberg 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 U.S. 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 U.S. Securities Act).
6. Selling Restrictions.
(a) European Economic Area.
In relation to each Member State of the European Economic Area which has implemented the European 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 European 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 European 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
European 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 European Prospectus Directive in that Member State and the
expression "European 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(c).
(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, each of the Underwriters, on
behalf of itself and each of its respective affiliates that participates in the initial distribution of the Securities, represents to
and agrees with the Province that it and each of its respective affiliates (i) has not offered, sold or delivered and will not offer,
sell or deliver, directly or indirectly, any of the Securities or distribute the Basic Prospectus, any Preliminary Final Prospectus,
the Final Prospectus, the Time of Sale Information, any "free writing prospectus", or any other offering material relating to the
Securities, in or from any jurisdiction except under circumstances that will, to the best of its 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, and (ii) notwithstanding the foregoing clause (i), will not
distribute any Preliminary Final Prospectus or the other Time of Sale Information outside the United States.
(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)(vii), 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 SEC 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 SEC by such date; and each Issuer Free Writing
Prospectus, to the extent required by Rule 433 under the U.S. Securities Act, shall have been filed with the SEC under the U.S.
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 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 Taxation", 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 U.S. Securities Act and the applicable rules and regulations
of the SEC 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 SEC, appears on its face to be appropriately responsive in all material respects to the requirements of the U.S.
Exchange Act and the applicable rules and regulations of the SEC 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 time it became effective, 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 UKLA Prospectus shall have been approved by the UK Listing Authority and shall have been published in accordance with
the European 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 U.S. 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 U.S. Securities Act or the U.S. 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 U.S. Securities
Act, the U.S. 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
Preliminary Final 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, any Preliminary Final Prospectus, any Issuer Free
Writing Prospectus or any Time of Sale Information 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, any
Preliminary Final Prospectus or any Issuer Free Writing 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 U.S. Securities Act, the U.S. 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, including any "free writing prospectus", 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; provided that such acknowledgement by the Province does not extend to any "free writing prospectus" other
than the Issuer Free Writing Prospectus in the form of Schedule I hereto.
(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 U.S. 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 U.S. Securities
Act shall have the same rights to contribution as the Underwriters, and each person who controls the Province within the meaning of
the U.S. 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 RBC Capital Markets
Corporation, One Liberty Plaza, 165 Broadway, New York, NY 10006-1404, attention: General Counsel (Telecopier No. (212) 428-3018)
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: Director, Capital Markets Operations, Capital Markets Division,
Ontario Financing Authority (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/ Irene Stich
------------------------------
Name: Irene Stich
Title: Director
Capital Markets Operations
Capital Markets Division
Ontario Financing Authority
The foregoing Agreement is
hereby confirmed and accepted
as of the date first above written.
RBC Capital Markets Corporation
By: /s/ Jigme Sningsar
----------------------------
Authorized Signatory
Jigme Sningsar
Managing Director
For itself and on behalf of the several Representatives and the several Underwriters.
SCHEDULE I
Province of Ontario
U.S.$1,000,000,000 5.00% Bonds due October 18, 2011
Final Term Sheet
October 11, 2006
Underwriting Agreement dated as of October 11, 2006
Issuer: Province of Ontario
Underwriters:
Principal Amount
of Securities to
Underwriter be Purchased
ABN AMRO Bank N.V. U.S.$260,000,000
Barclays Capital Inc. 260,000,000
RBC Capital Markets Corporation 260,000,000
CIBC World Markets Corp. 35,000,000
National Bank Financial Inc. 35,000,000
Scotia Capital (USA) Inc. 35,000,000
TD Securities (USA) LLC 35,000,000
Bank of Montreal, London Branch 10,000,000
BNP Paribas Securities Corp. 10,000,000
Citigroup Global Markets Inc. 10,000,000
Credit Suisse Securities (Europe) Limited 10,000,000
Deutsche Bank Securities Inc. 10,000,000
HSBC Securities (USA) Inc. 10,000,000
J.P. Morgan Securities Ltd. 10,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated 10,000,000
Total U.S.$1,000,000,000
Fiscal Agency Agreement: Fiscal Agency Agreement dated as of October 18, 2006 between the Province of
Ontario and The Bank of New York, as Fiscal Agent
Expected Ratings: Moody's Aa2; S&P AA; DBRS AA
Title, Purchase Price and Description of Securities
Title: 5.00% Bonds due October 18, 2011
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: 99.755% plus accrued interest from October 18, 2006 if settlement occurs after
that date
Purchase price (include accrued 99.655% plus accrued interest from October 18,
interest or amortization, if any): 2006 if settlement occurs after that date
Proceeds: U.S.$996,410,990 after deducting the underwriting discount and our estimated
expenses
Underwriting discount: 0.10%
Maturity: October 18, 2011
Interest rate: 5.00%
Yield to Maturity: 5.056%
Business Convention: Modified Following
Day Count Convention: 30/360
Interest payment dates: Interest for the initial interest period from and including October 18, 2006 to,
but excluding, April 18, 2007 will be payable on April 18, 2007. Thereafter,
interest will be payable in two equal semi-annual installments in arrears on
October 18 and April 18.
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
European Economic Area
Legend: This document does not constitute or form part of any offer or invitation to
sell these bonds and is not soliciting any offer to buy these bonds in any
jurisdiction where such offer or sale is not permitted. This document is, for
the purposes of Article 15 of Directive 2003/71/EC, not a prospectus but an
advertisement. In compliance with that Directive, a prospectus will be published
in due course, subject to its approval by the United Kingdom Listing Authority,
and investors will be able to obtain a copy of such prospectus from the office
of the Province at the Ontario Financing Authority, One Dundas Street West,
Suite 1400, Toronto, Ontario, Canada M5G 1Z3 and the London paying agent, The
Bank of New York, One Canada Square, London E14 5AL, England. Investors should
not subscribe for any bonds referred to in this advertisement except on the
basis of information in that prospectus.
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 ABN AMRO toll-free at 1-888-226-3756, Barclays Capital
toll-free at 1-888-227-2275, Ext. 2663 or RBC Capital Markets toll-free at 1-866-375-6829.
SCHEDULE II
Principal Amount
of Securities to
Underwriter be Purchased
ABN AMRO Bank N.V. U.S.$260,000,000
Barclays Capital Inc. 260,000,000
RBC Capital Markets Corporation 260,000,000
CIBC World Markets Corp. 35,000,000
National Bank Financial Inc. 35,000,000
Scotia Capital (USA) Inc. 35,000,000
TD Securities (USA) LLC 35,000,000
Bank of Montreal, London Branch 10,000,000
BNP Paribas Securities Corp. 10,000,000
Citigroup Global Markets Inc. 10,000,000
Credit Suisse Securities (Europe) Limited 10,000,000
Deutsche Bank Securities Inc. 10,000,000
HSBC Securities (USA) Inc. 10,000,000
J.P. Morgan Securities Ltd. 10,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated 10,000,000
Total U.S.$1,000,000,000
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) 325-0035 Téléphone: (416) 325-0035
Facsimile: (416) 325-1460 Télécopieur: (416) 325-1460
October 18, 2006
The Honourable Greg Sorbara
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
5.00% Bonds due October 18, 2011
________________________________________________________________________________
I am counsel to the Province of Ontario (the "Province") in connection with
the issue of 5.00% Bonds due October 18, 2011 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 October 11,
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 October 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 October 11, 2006, relating to the offering and sale of the
Bonds (the "Final Prospectus"), and the preliminary form of the Final
Prospectus dated October 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. 1107/2005 made on June 22, 2005 and a
certified copy of the Order of the Lieutenant Governor in Council of the
Province of Ontario numbered O.C. 1904/2006 made on October 5, 2006, both
made pursuant to the Financial Administration Act (Ontario), (together the
"Orders in Council") authorizing the issue and sale of the Bonds;
(j) a certificate of the Province dated October 18, 2006 as to the incumbency
of certain representatives of the Province;
(k) a certificate of the Province dated October 18, 2006 relating to the
borrowing authority remaining under the Orders in Council;
(l) a certificate of the Province dated October 18, 2006 related 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 October 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 Orders
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 Orders 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 Orders 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 Orders 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, the Time of Sale Information
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.
333-134402 filed with the Securities and Exchange Commission of the United
States of America.
Yours truly,
/s/ Malle Hanslep
______________________________
Malle Hanslep
Deputy Director
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.$ 46,010.00
Printing and Engraving expenses.............................................0.00
Fiscal Agent, Paying Agent and
DTC Custodian fees and expenses....................................$ 12,500.00
Legal fees and expenses............................................$ 50,000.00
Rating Agency fees and expenses....................................$ 15,500.00
Listing Agent fees and expenses....................................$ 15,000.00
Underwriters' expense reimbursement.........................................0.00
T0TAL U.S.$ 139,010.00
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