FORM 18-K/A
For Foreign Governments and Political Subdivisions Thereof
__________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
AMENDMENT NO. 11 TO
ANNUAL REPORT
of
PROVINCE OF ONTARIO
(Canada)
(Name of Registrant)
______________________
Date of end of last fiscal year: March 31, 2008
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:
Vera Nicholas-Gervais
Head of the Provincial
Territorial and Parliamentary Affairs Section
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$3,000,000,000 1.875% Bonds due November 19, 2012 and US$1,000,000,000
Floating Rate Bonds due November 19, 2012, the undersigned registrant hereby
amends its Annual Report on Form 18-K for the fiscal year ended March 31, 2008
(the "Annual Report") as follows:
The following additional exhibits are added to the Annual Report:
Exhibit (o) Fiscal Agency Agreement, dated as of November 19,
2009,including the forms of Bonds; Underwriting Agreement,
dated as of November 10, 2009, including the names and
addresses of the Underwriters; Opinion of the Legal Counsel,
Legal Services Branch, Ministry of Finance and Ministry of
Revenue 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)
November 19, 2009 By: /s/ Irene Stich
___________________________________________
Name: Irene Stich
Title: Director, Capital Markets Operations
Capital Markets Division
Ontario Financing Authority
Exhibit Index
Exhibit (o) Fiscal Agency Agreement, dated as of November 19, 2009, including
the forms of Bonds; Underwriting Agreement, dated as of November
10, 2009, including the names and addresses of the Underwriters;
Opinion of the Legal Counsel, Legal Services Branch, Ministry of
Finance and Ministry of Revenue of the Province of Ontario,
including a consent relating thereto, in respect of the legality
of the Bonds; and Schedule of Expenses.
Conformed Copy
PROVINCE OF ONTARIO
US$4,000,000,000
US$3,000,000,000 1.875% BONDS DUE NOVEMBER 19, 2012
US$1,000,000,000 FLOATING RATE BONDS DUE NOVEMBER 19, 2012
_______________________
FISCAL AGENCY AGREEMENT
_______________________
Dated as of November 19, 2009
PROVINCE OF ONTARIO
FISCAL AGENCY AGREEMENT dated as of November 19, 2009, between the Province
of Ontario (the "Province") and The Bank of New York Mellon, a corporation
organized and existing under the laws of the State of New York, as fiscal agent,
transfer agent, registrar, calculation agent and principal paying agent.
1. Underwriting Agreement. The Province entered into an underwriting
agreement dated as of November 10, 2009 (the "Underwriting Agreement") with the
several underwriters listed on Schedule II thereto providing for the issue and
sale by the Province of US$3,000,000,000 aggregate principal amount of 1.875%
Bonds due November 19, 2012 (the "Fixed Rate Bonds") and US$1,000,000,000
aggregate principal amount of Floating Rate Bonds due November 19, 2012 (the
"Floating Rate Bonds" and, together with the Fixed Rate Bonds, the "Bonds").
2. Appointment of Registrar; Paying Agents; Additional Transfer Agent. (a)
The Province hereby appoints The Bank of New York Mellon, at present having its
principal office at 101 Barclay Street, 4E, New York, New York 10286, in the
Borough of Manhattan, the City and State of New York, as fiscal agent, transfer
agent, registrar, calculation agent and principal paying agent of the Province
for the Bonds, upon the terms and conditions set forth herein. The Bank of New
York Mellon accepts such appointments, and along with its successors as such
fiscal agent, transfer agent, registrar, calculation agent 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 Mellon, One Canada Square,
London EI4 5AL, England, as its initial Paying Agent in the United Kingdom, and
The Bank of New York Mellon accepts such appointment. The Province may at any
time terminate the appointment of any Paying Agent provided, however, (i) that
for so long as the Bonds are admitted to the Official List of the Financial
Services Authority and to trading on the London Stock Exchange plc's Regulated
Market 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, and (ii) that the Province will maintain a paying agent in a
Member State of the European Union that will not be obliged to withhold or
deduct tax pursuant to the European Council Directive regarding the taxation of
savings income (Directive 2003/48/EC) (the "Directive") or any other directive
implementing the conclusions of the ECOFIN Council meeting of November 26-27,
2000 or any law implementing or complying with, or introduced in order to
conform to, such directive. 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 Fixed Rate Bonds shall initially be issued in the form of
six fully registered global certificates without coupons, and the Floating Rate
Bonds shall initially be issued in the form of two fully registered global
certificates without coupons (such registered global certificates and any
registered global certificate or 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 Mellon 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, CDS Clearing and Depository
Services Inc., Euroclear Bank S.A./N.V., or Clearstream Banking, societe anonyme
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 forms 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$3,000,000,000 in aggregate principal amount of Fixed Rate Bonds and
US$1,000,000,000 in aggregate principal amount of Floating Rate Bonds, 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 Fixed Rate Bond or Floating
Rate Bond at said office, the Registrar shall authenticate, register and
deliver, in the name of the transferee or transferees, a new Bond or Bonds of
such series for a like aggregate principal amount. Subject to Section 6 hereof,
upon surrender of any Fixed Rate Bond or Floating Rate 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 such series of the appropriate
authorized denomination(s) and for a like aggregate principal amount in
accordance with the provisions of such 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 for 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 determined by the Province and
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 Fixed Rate Bonds or Floating Rate 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 determined by the Province and 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 such
Global Bonds as of the exchange date.
Upon the exchange of 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 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 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" means a day on which banking institutions in the
City of New York, in the City of London and in 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 Fixed Rate Bonds
and the principal amount of the Floating Rate Bonds, in each case, is due and
payable on November 19, 2012 (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 such
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 applicable series of 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.
(d) Force Majeure. Neither the Registrar, any Paying Agent or Additional
Transfer Agent nor the Province shall be liable for any loss or damage resulting
from the failure to perform its obligations under this Agreement or any term or
condition herein if such failure is due to any cause beyond the reasonable
control of the party relying on such cause, for so long as such cause may
continue to cause such failure, including, without limitation, war, acts of
terrorism, civil commotion, military disturbances, acts of God, fire, nuclear or
natural catastrophes, third party labour disturbances, or any similar cause
beyond the reasonable control of such party. Each party shall use commercially
reasonable efforts to give notice to the other party as soon as reasonably
possible of the occurrence of an event of force majeure as described under this
provision and a summary of the action to be taken by it as a result of such
event; provided however, that such notice or failure to give such notice shall
not in any way suspend or otherwise affect the operation of this provision.
Notwithstanding the foregoing,
(i) each party shall use commercially reasonable efforts to maintain
contingency plans in place to either mitigate or negate the effects of
any such event; and
(ii) each party shall at all times use commercially reasonable efforts to
fully perform its obligations hereunder.
(e) WAIVER OF JURY TRIAL. EACH PARTY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY SUIT, ACTION OR PROCEEDING RELATING TO THIS AGREEMENT. EACH PARTY (i)
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF SUCH A SUIT, ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER
AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS AGREEMENT.
(f) Disclaimer of Liability for Consequential or Punitive Damages. Neither
the Registrar, any Paying Agent or any Additional Transfer Agent nor the
Province shall be liable for any indirect, punitive, consequential or exemplary
damages (including but not limited to loss of profits) regardless of the cause
of action.
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, or if the meeting is
to consider matters affecting only the Fixed Rate Bonds or only the Floating
Rate Bonds, 10% of the principal amount of such 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 eligible to vote at such meeting, in the manner
provided pursuant to the terms and conditions of such 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 in respect of the relevant
Bonds, or (ii) in the limited circumstances in which Bonds in definitive
registered form have been issued, those registered holders of such 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 eligible to vote at a meeting may appoint
any person by instrument in writing as the holder's proxy in respect of a
meeting of the registered holders of such Bonds or any adjournment of such
meeting, and such proxy shall have all rights of the registered holder of Bonds
eligible to vote in respect of such meeting. All written notices to DTC of
meetings shall contain a requirement that the registered holders of Bonds
eligible to vote at a meeting must notify clearing system participants and, if
known, beneficial owners of such 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 eligible to vote at such meeting present
in person or by proxy who represent at least a majority in principal amount of
the Bonds eligible to vote at such meeting that are 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 eligible to vote at the meeting 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 eligible to vote at the meeting 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) of the holders of the Fixed Rate
Bonds and Floating Rate Bonds voting together as a single class, except that (i)
a motion or question submitted to a meeting which disproportionately affects the
holders of the Fixed Rate Bonds or Floating Rate Bonds, shall, in addition to
approval pursuant to the vote by the holders of the Fixed Rate Bonds and
Floating Rate Bonds voting together as a single class, require additional
approval decided by Extraordinary Resolution voted on by the holders of only the
series of Bonds which is disproportionately affected and (ii) a motion or
question submitted to a meeting which affects only the holders of the Fixed Rate
Bonds or Floating Rate Bonds, shall be decided by Extraordinary Resolution voted
on by the holders of only the Fixed Rate Bonds or Floating Rate Bonds, as
applicable.
The votes above shall be decided in the first place by the votes given on a
show of hands. At any meeting where such votes are taken, 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 eligible to vote acting
in person or by proxy and holding at least 2% in principal amount of the Bonds
eligible to vote and then outstanding, a poll shall be taken in such manner as
the chairperson shall direct.
(h) On a poll, each registered holder of Bonds eligible to vote and 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, and in accordance with
paragraph (g) of this Section 14, the registered holders of Bonds may consent by
Extraordinary Resolution (as defined below) to any modification or amendment
proposed by the Province to this Agreement and the Bonds, or the Bonds affected
by such Extraordinary Resolution, as applicable. An Extraordinary Resolution
duly passed at any such meeting shall be binding on all registered holders of
the Bonds, or the Bonds affected by such Extraordinary Resolution, as
applicable, whether present or not; however, no such modification or amendment
to this Agreement or any Bonds shall, without the consent of the registered
holder of each 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 or Fixed Rate Bonds or Floating Rate Bonds necessary
for the taking of any action, including modification or amendment of this
Agreement or the terms and conditions of the Bonds or Fixed Rate Bonds or
Floating Rate Bonds, or reduce the quorum required at any meeting of registered
holders of Bonds or Fixed Rate Bonds or Floating Rate 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 applicable Bonds by the affirmative vote of the
registered holders of not less than 66 2/3% of the principal amount of the Bonds
eligible to vote 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 eligible to vote.
(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 and in particular, in accordance with paragraph (g) of this
Section 14, at a meeting of registered holders of Bonds shall be binding upon
all the registered holders of Bonds, or the holders of Bonds affected by such
Extraordinary Resolution, as applicable, 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, or the holders of Bonds affected by such
Extraordinary Resolution, as applicable, (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 eligible to vote at a
meeting of registered holders of Bonds, or Fixed Rate Bonds or Floating Rate
Bonds, as applicable, 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 Fixed Rate Bonds or Floating Rate 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 Fixed Rate
Bonds or Floating Rate Bonds and shall have the same terms as to status,
redemption or otherwise as such 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 Fixed Rate Bonds and Floating Rate
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 Fixed Rate Bonds or Floating Rate 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 Mellon, 101
Barclay Street, 4E, 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
federal laws of Canada applicable in the Province of Ontario. This Agreement may
be executed in any number of counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
21. Headings. The headings for the sections of this Agreement are for
convenience only and are not part of this Agreement.
22. Enurement. Agreement shall enure to the benefit of and be binding upon
the parties hereto and their respective successors and permitted assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Fiscal Agency
Agreement as of the date first above written.
PROVINCE OF ONTARIO
By: /s/ Michael D. Manning
-------------------------------
Name: Michael D. Manning
Title: Executive Director
Capital Markets Division
Ontario Financing Authority
THE BANK OF NEW YORK MELLON
as Registrar and additional Paying Agent in the
United Kingdom
By: /s/ Vanessa Mack
-------------------------------
Name: Vanessa Mack
Title: Vice President
EXHIBIT 1
FORMS OF GLOBAL BOND
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. G45-USD-A0001 CUSIP: 683234 8E1
SERIES: G45-USD ISIN: US6832348E11
PROVINCE OF ONTARIO
1.875% BOND DUE NOVEMBER 19, 2012
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 November 19, 2012
(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 1.875% per annum from November 19, 2009 until the principal
hereof is paid. Interest for the period from, and including, November 19, 2009
to, but excluding, May 19, 2010 will be payable on May 19, 2010 (the "Initial
Interest Payment Date"). Thereafter, interest on this Bond will be payable in
two equal semi-annual installments in arrears on the 19th day of May and the
19th day of November 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
1.875% Bonds due November 19, 2012 (the "Fixed Rate 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 November 19, 2009 (the "Fiscal Agency Agreement")
between the Province and The Bank of New York Mellon, as fiscal agent, transfer
agent, registrar, calculation agent and principal paying agent (the "Registrar",
which term includes any successor as fiscal agent, transfer agent, registrar,
calculation agent 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 Fixed Rate Bonds
and the terms upon which the Fixed Rate 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. Holders
of the Fixed Rate Bonds and the Floating Rate Bonds due November 19, 2012 will
be treated as a single class for all purposes except as explicitly provided
herein or in the Fiscal Agency Agreement. 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 Orders 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 federal laws of Canada applicable in the Province of 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 November 19, 2009, 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 1.875% 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 May 4th or
November 4th (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, in the City of London and in the City of Toronto are not authorized or
obligated by law or executive order to close.
If Fixed Rate Bonds in definitive registered form are issued in exchange
for this Global Bond, payment of the principal of such Fixed Rate Bonds will be
made upon presentation and surrender of such Fixed Rate 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 Fixed Rate Bonds, or, at the option of the Province, otherwise
transferring funds to the registered holders of the Fixed Rate 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 Fixed Rate 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 Fixed Rate Bonds of the amounts which
would otherwise have been payable in respect of the Fixed Rate Bonds in the
absence of such taxes, duties, assessments or charges, except that no such
Additional Amounts shall be payable with respect to any Fixed Rate Bond:
(a) a beneficial owner of which is subject to such taxes, duties,
assessments or charges in respect of such Fixed Rate Bond by reason of
such owner being connected with Canada otherwise than merely by the
ownership as a non-resident of Canada of such Fixed Rate 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 Fixed Rate
Bond means whichever is the later of:
(i) the date on which the payment in respect of such Fixed Rate Bond
becomes due and payable; or
(ii) if the full amount of the moneys payable on such date in respect
of such Fixed Rate 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 Fixed Rate Bonds that such moneys have been so
received; or
(c) where such withholding or deduction is imposed on a payment to an
individual and is required to be made pursuant to the Directive or any
other directive implementing the conclusions of the ECOFIN Council
meeting of November 26-27, 2000 or any law implementing or complying
with, or introduced in order to conform to, such directive; or
(d) by or on behalf of a holder who would have been able to avoid such
withholding or deduction by presenting (where presentation is
required) the relevant Fixed Rate Bond to another paying agent in a
Member State of the European Union.
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 November 19, 2012.
The Fixed Rate 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 Fixed Rate 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 November 10, 2009, 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 Fixed Rate 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 Fixed Rate 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 Fixed Rate Bonds and the registration of transfers and exchanges of Fixed
Rate 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 Fixed Rate 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 Fixed Rate 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
Fixed Rate 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 Fixed Rate
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 Fixed Rate Bonds will
cease if the Fixed Rate 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 Fixed Rate
Bond, enter into one or more agreements supplemental to the Fiscal Agency
Agreement to create and issue further bonds ranking pari passu with the Fixed
Rate 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 Fixed Rate Bonds and shall have the same terms as to status, redemption
or otherwise as the Fixed Rate Bonds.
The Fiscal Agency Agreement and the Fixed Rate 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 Fixed Rate 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 Fixed Rate Bonds.
The Fiscal Agency Agreement contains provisions for convening meetings of
registered holders of Bonds and Fixed Rate 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 and the Fixed Rate Bonds, as
applicable (including the terms and conditions contained herein).
An Extraordinary Resolution duly passed, as provided in the Fiscal Agency
Agreement, shall be binding on all registered holders of Fixed Rate Bonds,
whether present or not; however, no such modification or amendment to the Fiscal
Agency Agreement or to the terms and conditions of the Fixed Rate Bonds may,
without the consent of the registered holder of each Bond or Fixed Rate Bond, as
applicable, 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 or Fixed Rate 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 Fixed Rate Bonds, or reduce the quorum
required at any meeting of registered holders of Bonds or Fixed Rate 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 the Bonds eligible to vote 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 eligible to vote. The quorum at any such meeting for
passing an Extraordinary Resolution is one or more registered holders of Bonds
eligible to vote at the meeting present in person or by proxy who represent at
least a majority in principal amount of the Bonds eligible to vote at such
meeting that are 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 eligible to vote at the meeting whatever the
principal amount of the Bonds so held or represented.
All notices to the registered holders of Fixed Rate 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 Fixed Rate Bonds are admitted to the Official List of
the Financial Services Authority and to trading on the London Stock Exchange
plc's Regulated Market and the rules of such stock exchange on which the Fixed
Rate Bonds are listed or the rules of the Financial Services Authority (UK) so
require, the Province will maintain a paying agent in the United Kingdom.
The Province agrees to appoint and maintain a paying agent in a Member
State of the European Union that will not be obliged to withhold or deduct tax
pursuant to the European Council Directive regarding the taxation of savings
income (Directive 2003/48/EC) or any other directive implementing the
conclusions of the ECOFIN Council meeting of November 26-27, 2000 or any law
implementing or complying with, or introduced in order to conform to, such
directive.
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: November 19, 2009 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 MELLON
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. G45-USD-A0002 CUSIP: 683234 8E1
SERIES: G45-USD ISIN: US6832348E11
PROVINCE OF ONTARIO
1.875% BOND DUE NOVEMBER 19, 2012
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 November 19, 2012
(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 1.875% per annum from November 19, 2009 until the principal
hereof is paid. Interest for the period from, and including, November 19, 2009
to, but excluding, May 19, 2010 will be payable on May 19, 2010 (the "Initial
Interest Payment Date"). Thereafter, interest on this Bond will be payable in
two equal semi-annual installments in arrears on the 19th day of May and the
19th day of November 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
1.875% Bonds due November 19, 2012 (the "Fixed Rate 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 November 19, 2009 (the "Fiscal Agency Agreement")
between the Province and The Bank of New York Mellon, as fiscal agent, transfer
agent, registrar, calculation agent and principal paying agent (the "Registrar",
which term includes any successor as fiscal agent, transfer agent, registrar,
calculation agent 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 Fixed Rate Bonds
and the terms upon which the Fixed Rate 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. Holders
of the Fixed Rate Bonds and the Floating Rate Bonds due November 19, 2012 will
be treated as a single class for all purposes except as explicitly provided
herein or in the Fiscal Agency Agreement. 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 Orders 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 federal laws of Canada applicable in the Province of 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 November 19, 2009, 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 1.875% 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 May 4th or
November 4th (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, in the City of London and in the City of Toronto are not authorized or
obligated by law or executive order to close.
If Fixed Rate Bonds in definitive registered form are issued in exchange
for this Global Bond, payment of the principal of such Fixed Rate Bonds will be
made upon presentation and surrender of such Fixed Rate 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 Fixed Rate Bonds, or, at the option of the Province, otherwise
transferring funds to the registered holders of the Fixed Rate 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 Fixed Rate 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 Fixed Rate Bonds of the amounts which
would otherwise have been payable in respect of the Fixed Rate Bonds in the
absence of such taxes, duties, assessments or charges, except that no such
Additional Amounts shall be payable with respect to any Fixed Rate Bond:
(a) a beneficial owner of which is subject to such taxes, duties,
assessments or charges in respect of such Fixed Rate Bond by reason of
such owner being connected with Canada otherwise than merely by the
ownership as a non-resident of Canada of such Fixed Rate 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 Fixed Rate
Bond means whichever is the later of:
(i) the date on which the payment in respect of such Fixed Rate Bond
becomes due and payable; or
(ii) if the full amount of the moneys payable on such date in respect
of such Fixed Rate 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 Fixed Rate Bonds that such moneys have been so
received; or
(c) where such withholding or deduction is imposed on a payment to an
individual and is required to be made pursuant to the Directive or any
other directive implementing the conclusions of the ECOFIN Council
meeting of November 26-27, 2000 or any law implementing or complying
with, or introduced in order to conform to, such directive; or
(d) by or on behalf of a holder who would have been able to avoid such
withholding or deduction by presenting (where presentation is
required) the relevant Fixed Rate Bond to another paying agent in a
Member State of the European Union.
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 November 19, 2012.
The Fixed Rate 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 Fixed Rate 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 November 10, 2009, 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 Fixed Rate 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 Fixed Rate 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 Fixed Rate Bonds and the registration of transfers and exchanges of Fixed
Rate 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 Fixed Rate 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 Fixed Rate 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
Fixed Rate 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 Fixed Rate
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 Fixed Rate Bonds will
cease if the Fixed Rate 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 Fixed Rate
Bond, enter into one or more agreements supplemental to the Fiscal Agency
Agreement to create and issue further bonds ranking pari passu with the Fixed
Rate 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 Fixed Rate Bonds and shall have the same terms as to status, redemption
or otherwise as the Fixed Rate Bonds.
The Fiscal Agency Agreement and the Fixed Rate 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 Fixed Rate 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 Fixed Rate Bonds.
The Fiscal Agency Agreement contains provisions for convening meetings of
registered holders of Bonds and Fixed Rate 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 and the Fixed Rate Bonds, as
applicable (including the terms and conditions contained herein).
An Extraordinary Resolution duly passed, as provided in the Fiscal Agency
Agreement, shall be binding on all registered holders of Fixed Rate Bonds,
whether present or not; however, no such modification or amendment to the Fiscal
Agency Agreement or to the terms and conditions of the Fixed Rate Bonds may,
without the consent of the registered holder of each Bond or Fixed Rate Bond, as
applicable, 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 or Fixed Rate 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 Fixed Rate Bonds, or reduce the quorum
required at any meeting of registered holders of Bonds or Fixed Rate 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 the Bonds eligible to vote 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?% in principal amount of
the outstanding Bonds eligible to vote. The quorum at any such meeting for
passing an Extraordinary Resolution is one or more registered holders of Bonds
eligible to vote at the meeting present in person or by proxy who represent at
least a majority in principal amount of the Bonds eligible to vote at such
meeting that are 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 eligible to vote at the meeting whatever the
principal amount of the Bonds so held or represented.
All notices to the registered holders of Fixed Rate 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 Fixed Rate Bonds are admitted to the Official List of
the Financial Services Authority and to trading on the London Stock Exchange
plc's Regulated Market and the rules of such stock exchange on which the Fixed
Rate Bonds are listed or the rules of the Financial Services Authority (UK) so
require, the Province will maintain a paying agent in the United Kingdom.
The Province agrees to appoint and maintain a paying agent in a Member
State of the European Union that will not be obliged to withhold or deduct tax
pursuant to the European Council Directive regarding the taxation of savings
income (Directive 2003/48/EC) or any other directive implementing the
conclusions of the ECOFIN Council meeting of November 26-27, 2000 or any law
implementing or complying with, or introduced in order to conform to, such
directive.
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: November 19, 2009 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 MELLON
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. G45-USD-A0003 CUSIP: 683234 8E1
SERIES: G45-USD ISIN: US6832348E11
PROVINCE OF ONTARIO
1.875% BOND DUE NOVEMBER 19, 2012
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 November 19, 2012
(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 1.875% per annum from November 19, 2009 until the principal
hereof is paid. Interest for the period from, and including, November 19, 2009
to, but excluding, May 19, 2010 will be payable on May 19, 2010 (the "Initial
Interest Payment Date"). Thereafter, interest on this Bond will be payable in
two equal semi-annual installments in arrears on the 19th day of May and the
19th day of November 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
1.875% Bonds due November 19, 2012 (the "Fixed Rate 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 November 19, 2009 (the "Fiscal Agency Agreement")
between the Province and The Bank of New York Mellon, as fiscal agent, transfer
agent, registrar, calculation agent and principal paying agent (the "Registrar",
which term includes any successor as fiscal agent, transfer agent, registrar,
calculation agent 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 Fixed Rate Bonds
and the terms upon which the Fixed Rate 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. Holders
of the Fixed Rate Bonds and the Floating Rate Bonds due November 19, 2012 will
be treated as a single class for all purposes except as explicitly provided
herein or in the Fiscal Agency Agreement. 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 Orders 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 federal laws of Canada applicable in the Province of 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 November 19, 2009, 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 1.875% 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 May 4th or
November 4th (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, in the City of London and in the City of Toronto are not authorized or
obligated by law or executive order to close.
If Fixed Rate Bonds in definitive registered form are issued in exchange
for this Global Bond, payment of the principal of such Fixed Rate Bonds will be
made upon presentation and surrender of such Fixed Rate 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 Fixed Rate Bonds, or, at the option of the Province, otherwise
transferring funds to the registered holders of the Fixed Rate 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 Fixed Rate 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 Fixed Rate Bonds of the amounts which
would otherwise have been payable in respect of the Fixed Rate Bonds in the
absence of such taxes, duties, assessments or charges, except that no such
Additional Amounts shall be payable with respect to any Fixed Rate Bond:
(a) a beneficial owner of which is subject to such taxes, duties,
assessments or charges in respect of such Fixed Rate Bond by reason of
such owner being connected with Canada otherwise than merely by the
ownership as a non-resident of Canada of such Fixed Rate 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 Fixed Rate
Bond means whichever is the later of:
(i) the date on which the payment in respect of such Fixed Rate Bond
becomes due and payable; or
(ii) if the full amount of the moneys payable on such date in respect
of such Fixed Rate 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 Fixed Rate Bonds that such moneys have been so
received; or
(c) where such withholding or deduction is imposed on a payment to an
individual and is required to be made pursuant to the Directive or any
other directive implementing the conclusions of the ECOFIN Council
meeting of November 26-27, 2000 or any law implementing or complying
with, or introduced in order to conform to, such directive; or
(d) by or on behalf of a holder who would have been able to avoid such
withholding or deduction by presenting (where presentation is
required) the relevant Fixed Rate Bond to another paying agent in a
Member State of the European Union.
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 November 19, 2012.
The Fixed Rate 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 Fixed Rate 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 November 10, 2009, 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 Fixed Rate 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 Fixed Rate 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 Fixed Rate Bonds and the registration of transfers and exchanges of Fixed
Rate 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 Fixed Rate 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 Fixed Rate 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
Fixed Rate 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 Fixed Rate
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 Fixed Rate Bonds will
cease if the Fixed Rate 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 Fixed Rate
Bond, enter into one or more agreements supplemental to the Fiscal Agency
Agreement to create and issue further bonds ranking pari passu with the Fixed
Rate 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 Fixed Rate Bonds and shall have the same terms as to status, redemption
or otherwise as the Fixed Rate Bonds.
The Fiscal Agency Agreement and the Fixed Rate 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 Fixed Rate 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 Fixed Rate Bonds.
The Fiscal Agency Agreement contains provisions for convening meetings of
registered holders of Bonds and Fixed Rate 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 and the Fixed Rate Bonds, as
applicable (including the terms and conditions contained herein).
An Extraordinary Resolution duly passed, as provided in the Fiscal Agency
Agreement, shall be binding on all registered holders of Fixed Rate Bonds,
whether present or not; however, no such modification or amendment to the Fiscal
Agency Agreement or to the terms and conditions of the Fixed Rate Bonds may,
without the consent of the registered holder of each Bond or Fixed Rate Bond, as
applicable, 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 or Fixed Rate 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 Fixed Rate Bonds, or reduce the quorum
required at any meeting of registered holders of Bonds or Fixed Rate 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 the Bonds eligible to vote 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?% in principal amount of
the outstanding Bonds eligible to vote. The quorum at any such meeting for
passing an Extraordinary Resolution is one or more registered holders of Bonds
eligible to vote at the meeting present in person or by proxy who represent at
least a majority in principal amount of the Bonds eligible to vote at such
meeting that are 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 eligible to vote at the meeting whatever the
principal amount of the Bonds so held or represented.
All notices to the registered holders of Fixed Rate 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 Fixed Rate Bonds are admitted to the Official List of
the Financial Services Authority and to trading on the London Stock Exchange
plc's Regulated Market and the rules of such stock exchange on which the Fixed
Rate Bonds are listed or the rules of the Financial Services Authority (UK) so
require, the Province will maintain a paying agent in the United Kingdom.
The Province agrees to appoint and maintain a paying agent in a Member
State of the European Union that will not be obliged to withhold or deduct tax
pursuant to the European Council Directive regarding the taxation of savings
income (Directive 2003/48/EC) or any other directive implementing the
conclusions of the ECOFIN Council meeting of November 26-27, 2000 or any law
implementing or complying with, or introduced in order to conform to, such
directive.
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: November 19, 2009 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 MELLON
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. G45-USD-A0004 CUSIP: 683234 8E1
SERIES: G45-USD ISIN: US6832348E11
PROVINCE OF ONTARIO
1.875% BOND DUE NOVEMBER 19, 2012
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 November 19, 2012
(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 1.875% per annum from November 19, 2009 until the principal
hereof is paid. Interest for the period from, and including, November 19, 2009
to, but excluding, May 19, 2010 will be payable on May 19, 2010 (the "Initial
Interest Payment Date"). Thereafter, interest on this Bond will be payable in
two equal semi-annual installments in arrears on the 19th day of May and the
19th day of November 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
1.875% Bonds due November 19, 2012 (the "Fixed Rate 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 November 19, 2009 (the "Fiscal Agency Agreement")
between the Province and The Bank of New York Mellon, as fiscal agent, transfer
agent, registrar, calculation agent and principal paying agent (the "Registrar",
which term includes any successor as fiscal agent, transfer agent, registrar,
calculation agent 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 Fixed Rate Bonds
and the terms upon which the Fixed Rate 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. Holders
of the Fixed Rate Bonds and the Floating Rate Bonds due November 19, 2012 will
be treated as a single class for all purposes except as explicitly provided
herein or in the Fiscal Agency Agreement. 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 Orders 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 federal laws of Canada applicable in the Province of 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 November 19, 2009, 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 1.875% 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 May 4th or
November 4th (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, in the City of London and in the City of Toronto are not authorized or
obligated by law or executive order to close.
If Fixed Rate Bonds in definitive registered form are issued in exchange
for this Global Bond, payment of the principal of such Fixed Rate Bonds will be
made upon presentation and surrender of such Fixed Rate 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 Fixed Rate Bonds, or, at the option of the Province, otherwise
transferring funds to the registered holders of the Fixed Rate 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 Fixed Rate 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 Fixed Rate Bonds of the amounts which
would otherwise have been payable in respect of the Fixed Rate Bonds in the
absence of such taxes, duties, assessments or charges, except that no such
Additional Amounts shall be payable with respect to any Fixed Rate Bond:
(a) a beneficial owner of which is subject to such taxes, duties,
assessments or charges in respect of such Fixed Rate Bond by reason of
such owner being connected with Canada otherwise than merely by the
ownership as a non-resident of Canada of such Fixed Rate 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 Fixed Rate
Bond means whichever is the later of:
(i) the date on which the payment in respect of such Fixed Rate Bond
becomes due and payable; or
(ii) if the full amount of the moneys payable on such date in respect
of such Fixed Rate 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 Fixed Rate Bonds that such moneys have been so
received; or
(c) where such withholding or deduction is imposed on a payment to an
individual and is required to be made pursuant to the Directive or any
other directive implementing the conclusions of the ECOFIN Council
meeting of November 26-27, 2000 or any law implementing or complying
with, or introduced in order to conform to, such directive; or
(d) by or on behalf of a holder who would have been able to avoid such
withholding or deduction by presenting (where presentation is
required) the relevant Fixed Rate Bond to another paying agent in a
Member State of the European Union.
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 November 19, 2012.
The Fixed Rate 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 Fixed Rate 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 November 10, 2009, 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 Fixed Rate 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 Fixed Rate 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 Fixed Rate Bonds and the registration of transfers and exchanges of Fixed
Rate 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 Fixed Rate 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 Fixed Rate 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
Fixed Rate 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 Fixed Rate
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 Fixed Rate Bonds will
cease if the Fixed Rate 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 Fixed Rate
Bond, enter into one or more agreements supplemental to the Fiscal Agency
Agreement to create and issue further bonds ranking pari passu with the Fixed
Rate 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 Fixed Rate Bonds and shall have the same terms as to status, redemption
or otherwise as the Fixed Rate Bonds.
The Fiscal Agency Agreement and the Fixed Rate 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 Fixed Rate 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 Fixed Rate Bonds.
The Fiscal Agency Agreement contains provisions for convening meetings of
registered holders of Bonds and Fixed Rate 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 and the Fixed Rate Bonds, as
applicable (including the terms and conditions contained herein).
An Extraordinary Resolution duly passed, as provided in the Fiscal Agency
Agreement, shall be binding on all registered holders of Fixed Rate Bonds,
whether present or not; however, no such modification or amendment to the Fiscal
Agency Agreement or to the terms and conditions of the Fixed Rate Bonds may,
without the consent of the registered holder of each Bond or Fixed Rate Bond, as
applicable, 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 or Fixed Rate 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 Fixed Rate Bonds, or reduce the quorum
required at any meeting of registered holders of Bonds or Fixed Rate 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 the Bonds eligible to vote 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 eligible to vote. The quorum at any such meeting for
passing an Extraordinary Resolution is one or more registered holders of Bonds
eligible to vote at the meeting present in person or by proxy who represent at
least a majority in principal amount of the Bonds eligible to vote at such
meeting that are 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 eligible to vote at the meeting whatever the
principal amount of the Bonds so held or represented.
All notices to the registered holders of Fixed Rate 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 Fixed Rate Bonds are admitted to the Official List of
the Financial Services Authority and to trading on the London Stock Exchange
plc's Regulated Market and the rules of such stock exchange on which the Fixed
Rate Bonds are listed or the rules of the Financial Services Authority (UK) so
require, the Province will maintain a paying agent in the United Kingdom.
The Province agrees to appoint and maintain a paying agent in a Member
State of the European Union that will not be obliged to withhold or deduct tax
pursuant to the European Council Directive regarding the taxation of savings
income (Directive 2003/48/EC) or any other directive implementing the
conclusions of the ECOFIN Council meeting of November 26-27, 2000 or any law
implementing or complying with, or introduced in order to conform to, such
directive.
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: November 19, 2009 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 MELLON
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. G45-USD-A0005 CUSIP: 683234 8E1
SERIES: G45-USD ISIN: US6832348E11
PROVINCE OF ONTARIO
1.875% BOND DUE NOVEMBER 19, 2012
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 November 19, 2012
(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 1.875% per annum from November 19, 2009 until the principal
hereof is paid. Interest for the period from, and including, November 19, 2009
to, but excluding, May 19, 2010 will be payable on May 19, 2010 (the "Initial
Interest Payment Date"). Thereafter, interest on this Bond will be payable in
two equal semi-annual installments in arrears on the 19th day of May and the
19th day of November 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
1.875% Bonds due November 19, 2012 (the "Fixed Rate 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 November 19, 2009 (the "Fiscal Agency Agreement")
between the Province and The Bank of New York Mellon, as fiscal agent, transfer
agent, registrar, calculation agent and principal paying agent (the "Registrar",
which term includes any successor as fiscal agent, transfer agent, registrar,
calculation agent 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 Fixed Rate Bonds
and the terms upon which the Fixed Rate 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. Holders
of the Fixed Rate Bonds and the Floating Rate Bonds due November 19, 2012 will
be treated as a single class for all purposes except as explicitly provided
herein or in the Fiscal Agency Agreement. 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 Orders 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 federal laws of Canada applicable in the Province of 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 November 19, 2009, 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 1.875% 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 May 4th or
November 4th (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, in the City of London and in the City of Toronto are not authorized or
obligated by law or executive order to close.
If Fixed Rate Bonds in definitive registered form are issued in exchange
for this Global Bond, payment of the principal of such Fixed Rate Bonds will be
made upon presentation and surrender of such Fixed Rate 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 Fixed Rate Bonds, or, at the option of the Province, otherwise
transferring funds to the registered holders of the Fixed Rate 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 Fixed Rate 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 Fixed Rate Bonds of the amounts which
would otherwise have been payable in respect of the Fixed Rate Bonds in the
absence of such taxes, duties, assessments or charges, except that no such
Additional Amounts shall be payable with respect to any Fixed Rate Bond:
(a) a beneficial owner of which is subject to such taxes, duties,
assessments or charges in respect of such Fixed Rate Bond by reason of
such owner being connected with Canada otherwise than merely by the
ownership as a non-resident of Canada of such Fixed Rate 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 Fixed Rate
Bond means whichever is the later of:
(i) the date on which the payment in respect of such Fixed Rate Bond
becomes due and payable; or
(ii) if the full amount of the moneys payable on such date in respect
of such Fixed Rate 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 Fixed Rate Bonds that such moneys have been so
received; or
(c) where such withholding or deduction is imposed on a payment to an
individual and is required to be made pursuant to the Directive or any
other directive implementing the conclusions of the ECOFIN Council
meeting of November 26-27, 2000 or any law implementing or complying
with, or introduced in order to conform to, such directive; or
(d) by or on behalf of a holder who would have been able to avoid such
withholding or deduction by presenting (where presentation is
required) the relevant Fixed Rate Bond to another paying agent in a
Member State of the European Union.
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 November 19, 2012.
The Fixed Rate 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 Fixed Rate 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 November 10, 2009, 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 Fixed Rate 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 Fixed Rate 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 Fixed Rate Bonds and the registration of transfers and exchanges of Fixed
Rate 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 Fixed Rate 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 Fixed Rate 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
Fixed Rate 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 Fixed Rate
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 Fixed Rate Bonds will
cease if the Fixed Rate 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 Fixed Rate
Bond, enter into one or more agreements supplemental to the Fiscal Agency
Agreement to create and issue further bonds ranking pari passu with the Fixed
Rate 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 Fixed Rate Bonds and shall have the same terms as to status, redemption
or otherwise as the Fixed Rate Bonds.
The Fiscal Agency Agreement and the Fixed Rate 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 Fixed Rate 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 Fixed Rate Bonds.
The Fiscal Agency Agreement contains provisions for convening meetings of
registered holders of Bonds and Fixed Rate 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 and the Fixed Rate Bonds, as
applicable (including the terms and conditions contained herein).
An Extraordinary Resolution duly passed, as provided in the Fiscal Agency
Agreement, shall be binding on all registered holders of Fixed Rate Bonds,
whether present or not; however, no such modification or amendment to the Fiscal
Agency Agreement or to the terms and conditions of the Fixed Rate Bonds may,
without the consent of the registered holder of each Bond or Fixed Rate Bond, as
applicable, 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 or Fixed Rate 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 Fixed Rate Bonds, or reduce the quorum
required at any meeting of registered holders of Bonds or Fixed Rate 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 the Bonds eligible to vote 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 eligible to vote. The quorum at any such meeting for
passing an Extraordinary Resolution is one or more registered holders of Bonds
eligible to vote at the meeting present in person or by proxy who represent at
least a majority in principal amount of the Bonds eligible to vote at such
meeting that are 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 eligible to vote at the meeting whatever the
principal amount of the Bonds so held or represented.
All notices to the registered holders of Fixed Rate 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 Fixed Rate Bonds are admitted to the Official List of
the Financial Services Authority and to trading on the London Stock Exchange
plc's Regulated Market and the rules of such stock exchange on which the Fixed
Rate Bonds are listed or the rules of the Financial Services Authority (UK) so
require, the Province will maintain a paying agent in the United Kingdom.
The Province agrees to appoint and maintain a paying agent in a Member
State of the European Union that will not be obliged to withhold or deduct tax
pursuant to the European Council Directive regarding the taxation of savings
income (Directive 2003/48/EC) or any other directive implementing the
conclusions of the ECOFIN Council meeting of November 26-27, 2000 or any law
implementing or complying with, or introduced in order to conform to, such
directive.
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: November 19, 2009 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 MELLON
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. G45-USD-A0006 CUSIP: 683234 8E1
SERIES: G45-USD ISIN: US6832348E11
PROVINCE OF ONTARIO
1.875% BOND DUE NOVEMBER 19, 2012
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 November 19, 2012
(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 1.875% per annum from November 19, 2009 until the principal
hereof is paid. Interest for the period from, and including, November 19, 2009
to, but excluding, May 19, 2010 will be payable on May 19, 2010 (the "Initial
Interest Payment Date"). Thereafter, interest on this Bond will be payable in
two equal semi-annual installments in arrears on the 19th day of May and the
19th day of November 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
1.875% Bonds due November 19, 2012 (the "Fixed Rate 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 November 19, 2009 (the "Fiscal Agency Agreement")
between the Province and The Bank of New York Mellon, as fiscal agent, transfer
agent, registrar, calculation agent and principal paying agent (the "Registrar",
which term includes any successor as fiscal agent, transfer agent, registrar,
calculation agent 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 Fixed Rate Bonds
and the terms upon which the Fixed Rate 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. Holders
of the Fixed Rate Bonds and the Floating Rate Bonds due November 19, 2012 will
be treated as a single class for all purposes except as explicitly provided
herein or in the Fiscal Agency Agreement. 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 Orders 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 federal laws of Canada applicable in the Province of 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 November 19, 2009, 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 1.875% 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 May 4th or
November 4th (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, in the City of London and in the City of Toronto are not authorized or
obligated by law or executive order to close.
If Fixed Rate Bonds in definitive registered form are issued in exchange
for this Global Bond, payment of the principal of such Fixed Rate Bonds will be
made upon presentation and surrender of such Fixed Rate 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 Fixed Rate Bonds, or, at the option of the Province, otherwise
transferring funds to the registered holders of the Fixed Rate 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 Fixed Rate 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 Fixed Rate Bonds of the amounts which
would otherwise have been payable in respect of the Fixed Rate Bonds in the
absence of such taxes, duties, assessments or charges, except that no such
Additional Amounts shall be payable with respect to any Fixed Rate Bond:
(a) a beneficial owner of which is subject to such taxes, duties,
assessments or charges in respect of such Fixed Rate Bond by reason of
such owner being connected with Canada otherwise than merely by the
ownership as a non-resident of Canada of such Fixed Rate 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 Fixed Rate
Bond means whichever is the later of:
(i) the date on which the payment in respect of such Fixed Rate Bond
becomes due and payable; or
(ii) if the full amount of the moneys payable on such date in respect
of such Fixed Rate 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 Fixed Rate Bonds that such moneys have been so
received; or
(c) where such withholding or deduction is imposed on a payment to an
individual and is required to be made pursuant to the Directive or any
other directive implementing the conclusions of the ECOFIN Council
meeting of November 26-27, 2000 or any law implementing or complying
with, or introduced in order to conform to, such directive; or
(d) by or on behalf of a holder who would have been able to avoid such
withholding or deduction by presenting (where presentation is
required) the relevant Fixed Rate Bond to another paying agent in a
Member State of the European Union.
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 November 19, 2012.
The Fixed Rate 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 Fixed Rate 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 November 10, 2009, 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 Fixed Rate 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 Fixed Rate 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 Fixed Rate Bonds and the registration of transfers and exchanges of Fixed
Rate 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 Fixed Rate 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 Fixed Rate 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
Fixed Rate 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 Fixed Rate
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 Fixed Rate Bonds will
cease if the Fixed Rate 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 Fixed Rate
Bond, enter into one or more agreements supplemental to the Fiscal Agency
Agreement to create and issue further bonds ranking pari passu with the Fixed
Rate 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 Fixed Rate Bonds and shall have the same terms as to status, redemption
or otherwise as the Fixed Rate Bonds.
The Fiscal Agency Agreement and the Fixed Rate 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 Fixed Rate 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 Fixed Rate Bonds.
The Fiscal Agency Agreement contains provisions for convening meetings of
registered holders of Bonds and Fixed Rate 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 and the Fixed Rate Bonds, as
applicable (including the terms and conditions contained herein).
An Extraordinary Resolution duly passed, as provided in the Fiscal Agency
Agreement, shall be binding on all registered holders of Fixed Rate Bonds,
whether present or not; however, no such modification or amendment to the Fiscal
Agency Agreement or to the terms and conditions of the Fixed Rate Bonds may,
without the consent of the registered holder of each Bond or Fixed Rate Bond, as
applicable, 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 or Fixed Rate 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 Fixed Rate Bonds, or reduce the quorum
required at any meeting of registered holders of Bonds or Fixed Rate 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 the Bonds eligible to vote 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 eligible to vote. The quorum at any such meeting for
passing an Extraordinary Resolution is one or more registered holders of Bonds
eligible to vote at the meeting present in person or by proxy who represent at
least a majority in principal amount of the Bonds eligible to vote at such
meeting that are 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 eligible to vote at the meeting whatever the
principal amount of the Bonds so held or represented.
All notices to the registered holders of Fixed Rate 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 Fixed Rate Bonds are admitted to the Official List of
the Financial Services Authority and to trading on the London Stock Exchange
plc's Regulated Market and the rules of such stock exchange on which the Fixed
Rate Bonds are listed or the rules of the Financial Services Authority (UK) so
require, the Province will maintain a paying agent in the United Kingdom.
The Province agrees to appoint and maintain a paying agent in a Member
State of the European Union that will not be obliged to withhold or deduct tax
pursuant to the European Council Directive regarding the taxation of savings
income (Directive 2003/48/EC) or any other directive implementing the
conclusions of the ECOFIN Council meeting of November 26-27, 2000 or any law
implementing or complying with, or introduced in order to conform to, such
directive.
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: November 19, 2009 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 MELLON
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. G46-USD-A0001 CUSIP: 683234 8F8
SERIES: G46-USD ISIN: US6832348F85
PROVINCE OF ONTARIO
FLOATING RATE BOND DUE NOVEMBER 19, 2012
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$500,000,000) (the "Principal
Amount") in lawful money of the United States of America on November 19, 2012
(the "Maturity Date") (or on such earlier date as the Principal Amount may
become payable hereunder), upon presentation and surrender of this Bond and to
pay interest thereon, together with Additional Amounts (as defined below), if
any, at the rate of three-month US$ LIBOR (as defined below) reset quarterly
plus 0.15% from November 19, 2009 until the principal hereof is paid. Interest
on this Bond will be payable in arrears on the 19th day of February, May, August
and November in each year (each such 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
Floating Rate Bonds due November 19, 2012 (the "Floating Rate 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 November 19, 2009 (the "Fiscal
Agency Agreement") between the Province and The Bank of New York Mellon, as
fiscal agent, transfer agent, registrar, calculation agent and principal paying
agent (the "Registrar", which term includes any successor as fiscal agent,
transfer agent, registrar, calculation agent 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 Floating Rate Bonds and the terms upon which the Floating Rate
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. Holders of the Floating Rate Bonds and the 1.875%
Bonds due November 19, 2012 will be treated as a single class for all purposes
except as explicitly provided herein or in the Fiscal Agency Agreement.
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 Orders 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 federal laws of Canada applicable in the Province of 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 November 19, 2009, 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 three-month US$ LIBOR
reset quarterly plus 0.15% (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 February 4th, May 4th, August 4th or
November 4th (whether or not a Business Day, as defined below), 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 and the actual number of days elapsed.
The interest rate on this Global Bond will be reset quarterly commencing on
November 19, 2009 and each Interest Payment Date thereafter (each an, "Interest
Reset Date"), and this Global Bond will bear interest at a per annum rate equal
to three-month US$ LIBOR for the applicable Interest Reset Period (as defined
herein) plus 0.15%. Each interest reset period will be the period from and
including an Interest Reset Date to but excluding the immediately succeeding
Interest Reset Date; provided that the final interest reset period of this
Global Bond will be the period from and including the Interest Reset Date
immediately preceding the Maturity Date to but excluding the Maturity Date (each
an, "Interest Reset Period").
If any Interest Payment Date, Interest Reset Date, Redemption Date or the
Maturity Date would otherwise be a day that is not a Business Day (as defined
below), the Interest Payment Date, Interest Reset Date, Redemption Date or the
Maturity Date will be postponed to the next succeeding day that is a Business
Day, except that if that Business Day is in the next succeeding calendar month,
the Interest Payment Date, Interest Reset Date, Redemption Date or the Maturity
Date shall be the next preceding Business Day.
The interest rate in effect on each day will be (i) if that day is an
Interest Reset Date, the interest rate determined as of the Interest
Determination Date (as defined below) immediately preceding such Interest Reset
Date or (ii) if that day is not an Interest Reset Date, the interest rate
determined as of the Interest Determination Date immediately preceding the most
recent Interest Reset Date.
The interest rate applicable to each Interest Reset Period commencing on
the related Interest Reset Date will be the rate determined as of the applicable
Interest Determination Date. "Interest Determination Date" means the second
London Business Day (as defined below) immediately preceding the applicable
Interest Reset Date.
The Bank of New York Mellon, or its successor appointed by the Province,
will act as calculation agent (the "Calculation Agent"). Three-month US$ LIBOR
will be determined by the Calculation Agent as of the applicable Interest
Determination Date in accordance with the following provisions:
(i) Three-month US$ LIBOR will be determined on the basis of the
offering rates for deposits in United States dollars having a
three-month maturity, commencing on the applicable Interest Reset
Date, which appears on Reuters page LIBOR01 (as defined below) as
of approximately 11:00 a.m., London time, on the applicable
Interest Determination Date. "Reuters page LIBOR01" means the
display designated on page "LIBOR01" on Reuters (or such other
page as may replace the Reuters page LIBOR01 on that service, any
successor service or such other service or services as may be
nominated by the leading London banks for the purpose of
displaying London interbank offered rates for United States
dollar deposits). If no rate appears on Reuters page LIBOR01, US$
LIBOR for such Interest Determination Date will be determined in
accordance with the provisions of paragraph (ii) below.
(ii) With respect to an Interest Determination Date on which no rate
appears on Reuters page LIBOR01 as of approximately 11:00 a.m.,
London time, on such Interest Determination Date, the Calculation
Agent shall request the principal London offices of each of four
major reference banks (which may include affiliates of the
underwriters) in the London interbank market selected by the
Calculation Agent (after consultation with the Province) to
provide the Calculation Agent with a quotation of the rate at
which deposits of United States dollars having a three-month
maturity, commencing on the applicable Interest Reset Date, are
offered by it to prime banks in the London interbank market as of
approximately 11:00 a.m., London time, on such Interest
Determination Date in a principal amount equal to an amount of
not less than US$1,000,000 that is representative for a single
transaction in such market at such time. If at least two such
quotations are provided, US$ LIBOR for such Interest Reset Period
will be the arithmetic mean of such quotations as calculated by
the Calculation Agent. If fewer than two quotations are provided,
US$ LIBOR for such Interest Reset Period will be the arithmetic
mean of the rates quoted as of approximately 11:00 a.m., New York
time, on such Interest Determination Date by three major banks
(which may include affiliates of the underwriters) selected by
the Calculation Agent (after consultation with the Province) for
loans in United States dollars to leading London banks having a
three-month maturity commencing on the applicable Interest Reset
Date and in a principal amount equal to an amount of not less
than US$1,000,000 that is representative for a single transaction
in such market at such time; provided, however, that if the banks
selected as aforesaid by the Calculation Agent are not quoting
such rates as mentioned in this sentence, US$ LIBOR for such
Interest Reset Period will be US$ LIBOR determined with respect
to the immediately preceding Interest Reset Period.
All percentages resulting from any calculation of any interest rate for
this Global Bond will be rounded, if necessary, to the nearest one hundred
thousandth of a percentage point, with five one-millionths of a percentage point
rounded upward and all dollar amounts will be rounded to the nearest cent, with
one-half cent being rounded upward.
Promptly upon such determination, the Calculation Agent will notify the
Province and the Fiscal Agent (if the Calculation Agent is not the Fiscal Agent)
of the interest rate for the new Interest Reset Period. Upon request of a
registered holder of this Global Bond, the Calculation Agent will provide to
such holder the interest rate in effect on the date of such request and, if
determined, the interest rate for the next Interest Reset Period.
All calculations made by the Calculation Agent for the purposes of
calculating interest on this Global Bond shall be conclusive and binding on the
holders and the Province, absent manifest error.
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,
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, in the City of London and in the City of Toronto are not authorized or
obligated by law or executive order to close. For purposes hereof, "London
Business Day" means any day on which dealings in United States dollars and
United States dollar deposits are transacted in the London interbank market.
If Floating Rate Bonds in definitive registered form are issued in exchange
for this Global Bond, payment of the principal of such Floating Rate Bonds will
be made upon presentation and surrender of such Floating Rate 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 Floating Rate Bonds, or, at the option of the Province,
otherwise transferring funds to the registered holders of the Floating Rate
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 Floating Rate 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 Floating Rate Bonds of the amounts
which would otherwise have been payable in respect of the Floating Rate Bonds in
the absence of such taxes, duties, assessments or charges, except that no such
Additional Amounts shall be payable with respect to any Floating Rate Bond:
(a) a beneficial owner of which is subject to such taxes, duties,
assessments or charges in respect of such Floating Rate Bond by reason
of such owner being connected with Canada otherwise than merely by the
ownership as a non-resident of Canada of such Floating Rate 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 Floating Rate
Bond means whichever is the later of:
(iii) the date on which the payment in respect of such Floating Rate
Bond becomes due and payable; or
(iv) if the full amount of the moneys payable on such date in respect
of such Floating Rate 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 Floating Rate Bonds that such moneys have been
so received; or
(c) where such withholding or deduction is imposed on a payment to an
individual and is required to be made pursuant to the Directive or any
other directive implementing the conclusions of the ECOFIN Council
meeting of November 26-27, 2000 or any law implementing or complying
with, or introduced in order to conform to, such directive; or
(d) by or on behalf of a holder who would have been able to avoid such
withholding or deduction by presenting (where presentation is
required) the relevant Floating Rate Bond to another paying agent in a
Member State of the European Union.
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 November 19, 2012.
The Floating Rate 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 Floating Rate 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 November 10, 2009, 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 Floating Rate 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 Floating Rate 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 Floating Rate Bonds and the registration of transfers and exchanges of
Floating Rate 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 Floating Rate 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 Floating Rate 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
Floating Rate 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 Floating Rate
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 Floating Rate Bonds
will cease if the Floating Rate 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 Floating Rate
Bond, enter into one or more agreements supplemental to the Fiscal Agency
Agreement to create and issue further bonds ranking pari passu with the Floating
Rate 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 Floating Rate Bonds and shall have the same terms as to status,
redemption or otherwise as the Floating Rate Bonds.
The Fiscal Agency Agreement and the Floating Rate 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 Floating Rate 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 Floating Rate Bonds.
The Fiscal Agency Agreement contains provisions for convening meetings of
registered holders of Bonds and Floating Rate 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 and the Floating Rate
Bonds, as applicable (including the terms and conditions contained herein).
An Extraordinary Resolution duly passed, as provided in the Fiscal Agency
Agreement, shall be binding on all registered holders of Floating Rate Bonds,
whether present or not; however, no such modification or amendment to the Fiscal
Agency Agreement or to the terms and conditions of the Floating Rate Bonds may,
without the consent of the registered holder of each Bond or Fixed Rate Bond, as
applicable, 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 or Floating Rate 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 Floating Rate Bonds, or reduce the
quorum required at any meeting of registered holders of Bonds or Floating Rate
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 the Bonds eligible to vote 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 eligible to vote. The quorum at any such meeting for
passing an Extraordinary Resolution is one or more registered holders of Bonds
eligible to vote at the meeting present in person or by proxy who represent at
least a majority in principal amount of the Bonds eligible to vote at such
meeting that are 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 eligible to vote at the meeting whatever the
principal amount of the Bonds so held or represented.
All notices to the registered holders of Floating Rate 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 Floating Rate Bonds are admitted to the Official List of
the Financial Services Authority and to trading on the London Stock Exchange
plc's Regulated Market and the rules of such stock exchange on which the
Floating Rate Bonds are listed or the rules of the Financial Services Authority
(UK) so require, the Province will maintain a paying agent in the United
Kingdom.
The Province agrees to appoint and maintain a paying agent in a Member
State of the European Union that will not be obliged to withhold or deduct tax
pursuant to the European Council Directive regarding the taxation of savings
income (Directive 2003/48/EC) or any other directive implementing the
conclusions of the ECOFIN Council meeting of November 26-27, 2000 or any law
implementing or complying with, or introduced in order to conform to, such
directive.
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: November 19, 2009 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 MELLON
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. G46-USD-A0002 CUSIP: 683234 8F8
SERIES: G46-USD ISIN: US6832348F85
PROVINCE OF ONTARIO
FLOATING RATE BOND DUE NOVEMBER 19, 2012
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$500,000,000) (the "Principal
Amount") in lawful money of the United States of America on November 19, 2012
(the "Maturity Date") (or on such earlier date as the Principal Amount may
become payable hereunder), upon presentation and surrender of this Bond and to
pay interest thereon, together with Additional Amounts (as defined below), if
any, at the rate of three-month US$ LIBOR (as defined below) reset quarterly
plus 0.15% from November 19, 2009 until the principal hereof is paid. Interest
on this Bond will be payable in arrears on the 19th day of February, May, August
and November in each year (each such 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
Floating Rate Bonds due November 19, 2012 (the "Floating Rate 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 November 19, 2009 (the "Fiscal
Agency Agreement") between the Province and The Bank of New York Mellon, as
fiscal agent, transfer agent, registrar, calculation agent and principal paying
agent (the "Registrar", which term includes any successor as fiscal agent,
transfer agent, registrar, calculation agent 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 Floating Rate Bonds and the terms upon which the Floating Rate
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. Holders of the Floating Rate Bonds and the 1.875%
Bonds due November 19, 2012 will be treated as a single class for all purposes
except as explicitly provided herein or in the Fiscal Agency Agreement.
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 Orders 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 federal laws of Canada applicable in the Province of 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 November 19, 2009, 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 three-month US$ LIBOR
reset quarterly plus 0.15% (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 February 4th, May 4th, August 4th or
November 4th (whether or not a Business Day, as defined below), 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 and the actual number of days elapsed.
The interest rate on this Global Bond will be reset quarterly commencing on
November 19, 2009 and each Interest Payment Date thereafter (each an, "Interest
Reset Date"), and this Global Bond will bear interest at a per annum rate equal
to three-month US$ LIBOR for the applicable Interest Reset Period (as defined
herein) plus 0.15%. Each interest reset period will be the period from and
including an Interest Reset Date to but excluding the immediately succeeding
Interest Reset Date; provided that the final interest reset period of this
Global Bond will be the period from and including the Interest Reset Date
immediately preceding the Maturity Date to but excluding the Maturity Date (each
an, "Interest Reset Period").
If any Interest Payment Date, Interest Reset Date, Redemption Date or the
Maturity Date would otherwise be a day that is not a Business Day (as defined
below), the Interest Payment Date, Interest Reset Date, Redemption Date or the
Maturity Date will be postponed to the next succeeding day that is a Business
Day, except that if that Business Day is in the next succeeding calendar month,
the Interest Payment Date, Interest Reset Date, Redemption Date or the Maturity
Date shall be the next preceding Business Day.
The interest rate in effect on each day will be (i) if that day is an
Interest Reset Date, the interest rate determined as of the Interest
Determination Date (as defined below) immediately preceding such Interest Reset
Date or (ii) if that day is not an Interest Reset Date, the interest rate
determined as of the Interest Determination Date immediately preceding the most
recent Interest Reset Date.
The interest rate applicable to each Interest Reset Period commencing on
the related Interest Reset Date will be the rate determined as of the applicable
Interest Determination Date. "Interest Determination Date" means the second
London Business Day (as defined below) immediately preceding the applicable
Interest Reset Date.
The Bank of New York Mellon, or its successor appointed by the Province,
will act as calculation agent (the "Calculation Agent"). Three-month US$ LIBOR
will be determined by the Calculation Agent as of the applicable Interest
Determination Date in accordance with the following provisions:
(i) Three-month US$ LIBOR will be determined on the basis of the
offering rates for deposits in United States dollars having a
three-month maturity, commencing on the applicable Interest Reset
Date, which appears on Reuters page LIBOR01 (as defined below) as
of approximately 11:00 a.m., London time, on the applicable
Interest Determination Date. "Reuters page LIBOR01" means the
display designated on page "LIBOR01" on Reuters (or such other
page as may replace the Reuters page LIBOR01 on that service, any
successor service or such other service or services as may be
nominated by the leading London banks for the purpose of
displaying London interbank offered rates for United States
dollar deposits). If no rate appears on Reuters page LIBOR01, US$
LIBOR for such Interest Determination Date will be determined in
accordance with the provisions of paragraph (ii) below.
(ii) With respect to an Interest Determination Date on which no rate
appears on Reuters page LIBOR01 as of approximately 11:00 a.m.,
London time, on such Interest Determination Date, the Calculation
Agent shall request the principal London offices of each of four
major reference banks (which may include affiliates of the
underwriters) in the London interbank market selected by the
Calculation Agent (after consultation with the Province) to
provide the Calculation Agent with a quotation of the rate at
which deposits of United States dollars having a three-month
maturity, commencing on the applicable Interest Reset Date, are
offered by it to prime banks in the London interbank market as of
approximately 11:00 a.m., London time, on such Interest
Determination Date in a principal amount equal to an amount of
not less than US$1,000,000 that is representative for a single
transaction in such market at such time. If at least two such
quotations are provided, US$ LIBOR for such Interest Reset Period
will be the arithmetic mean of such quotations as calculated by
the Calculation Agent. If fewer than two quotations are provided,
US$ LIBOR for such Interest Reset Period will be the arithmetic
mean of the rates quoted as of approximately 11:00 a.m., New York
time, on such Interest Determination Date by three major banks
(which may include affiliates of the underwriters) selected by
the Calculation Agent (after consultation with the Province) for
loans in United States dollars to leading London banks having a
three-month maturity commencing on the applicable Interest Reset
Date and in a principal amount equal to an amount of not less
than US$1,000,000 that is representative for a single transaction
in such market at such time; provided, however, that if the banks
selected as aforesaid by the Calculation Agent are not quoting
such rates as mentioned in this sentence, US$ LIBOR for such
Interest Reset Period will be US$ LIBOR determined with respect
to the immediately preceding Interest Reset Period.
All percentages resulting from any calculation of any interest
rate for this Global Bond will be rounded, if necessary, to the nearest one
hundred thousandth of a percentage point, with five one-millionths of a
percentage point rounded upward and all dollar amounts will be rounded to the
nearest cent, with one-half cent being rounded upward.
Promptly upon such determination, the Calculation Agent will notify the
Province and the Fiscal Agent (if the Calculation Agent is not the Fiscal Agent)
of the interest rate for the new Interest Reset Period. Upon request of a
registered holder of this Global Bond, the Calculation Agent will provide to
such holder the interest rate in effect on the date of such request and, if
determined, the interest rate for the next Interest Reset Period.
All calculations made by the Calculation Agent for the purposes of
calculating interest on this Global Bond shall be conclusive and binding on the
holders and the Province, absent manifest error.
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,
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, in the City of London and in the City of Toronto are not authorized or
obligated by law or executive order to close. For purposes hereof, "London
Business Day" means any day on which dealings in United States dollars and
United States dollar deposits are transacted in the London interbank market.
If Floating Rate Bonds in definitive registered form are issued in exchange
for this Global Bond, payment of the principal of such Floating Rate Bonds will
be made upon presentation and surrender of such Floating Rate 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 Floating Rate Bonds, or, at the option of the Province,
otherwise transferring funds to the registered holders of the Floating Rate
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 Floating Rate 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 Floating Rate Bonds of the amounts
which would otherwise have been payable in respect of the Floating Rate Bonds in
the absence of such taxes, duties, assessments or charges, except that no such
Additional Amounts shall be payable with respect to any Floating Rate Bond:
(a) a beneficial owner of which is subject to such taxes, duties,
assessments or charges in respect of such Floating Rate Bond by reason
of such owner being connected with Canada otherwise than merely by the
ownership as a non-resident of Canada of such Floating Rate 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 Floating Rate
Bond means whichever is the later of:
(iii) the date on which the payment in respect of such Floating Rate
Bond becomes due and payable; or
(iv) if the full amount of the moneys payable on such date in respect
of such Floating Rate 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 Floating Rate Bonds that such moneys have been
so received; or
(c) where such withholding or deduction is imposed on a payment to an
individual and is required to be made pursuant to the Directive or any
other directive implementing the conclusions of the ECOFIN Council
meeting of November 26-27, 2000 or any law implementing or complying
with, or introduced in order to conform to, such directive; or
(d) by or on behalf of a holder who would have been able to avoid such
withholding or deduction by presenting (where presentation is
required) the relevant Floating Rate Bond to another paying agent in a
Member State of the European Union.
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 November 19, 2012.
The Floating Rate 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 Floating Rate 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 November 10, 2009, 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 Floating Rate 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 Floating Rate 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 Floating Rate Bonds and the registration of transfers and exchanges of
Floating Rate 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 Floating Rate 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 Floating Rate 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
Floating Rate 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 Floating Rate
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 Floating Rate Bonds
will cease if the Floating Rate 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 Floating Rate
Bond, enter into one or more agreements supplemental to the Fiscal Agency
Agreement to create and issue further bonds ranking pari passu with the Floating
Rate 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 Floating Rate Bonds and shall have the same terms as to status,
redemption or otherwise as the Floating Rate Bonds.
The Fiscal Agency Agreement and the Floating Rate 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 Floating Rate 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 Floating Rate Bonds.
The Fiscal Agency Agreement contains provisions for convening meetings of
registered holders of Bonds and Floating Rate 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 and the Floating Rate Bonds, as
applicable (including the terms and conditions contained herein).
An Extraordinary Resolution duly passed, as provided in the Fiscal Agency
Agreement, shall be binding on all registered holders of Floating Rate Bonds,
whether present or not; however, no such modification or amendment to the Fiscal
Agency Agreement or to the terms and conditions of the Floating Rate Bonds may,
without the consent of the registered holder of each Bond or Fixed Rate Bond, as
applicable, 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 or Floating Rate 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 Floating Rate Bonds, or reduce the
quorum required at any meeting of registered holders of Bonds or Floating Rate
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 the Bonds eligible to vote 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 eligible to vote. The quorum at any such meeting for
passing an Extraordinary Resolution is one or more registered holders of Bonds
eligible to vote at the meeting present in person or by proxy who represent at
least a majority in principal amount of the Bonds eligible to vote at such
meeting that are 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 eligible to vote at the meeting whatever the
principal amount of the Bonds so held or represented.
All notices to the registered holders of Floating Rate 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 Floating Rate Bonds are admitted to the Official List of
the Financial Services Authority and to trading on the London Stock Exchange
plc's Regulated Market and the rules of such stock exchange on which the
Floating Rate Bonds are listed or the rules of the Financial Services Authority
(UK) so require, the Province will maintain a paying agent in the United
Kingdom.
The Province agrees to appoint and maintain a paying agent in a Member
State of the European Union that will not be obliged to withhold or deduct tax
pursuant to the European Council Directive regarding the taxation of savings
income (Directive 2003/48/EC) or any other directive implementing the
conclusions of the ECOFIN Council meeting of November 26-27, 2000 or any law
implementing or complying with, or introduced in order to conform to, such
directive.
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: November 19, 2009 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 MELLON
as Registrar
By:
---------------------------------------
Authorized Signatory
Conformed Copy
Dated as of November 10, 2009
PROVINCE OF ONTARIO
U.S.$3,000,000,000 1.875% Bonds due November 19, 2012
U.S.$1,000,000,000 Floating Rate Bonds due November 19, 2012
______________________
UNDERWRITING AGREEMENT
______________________
Province of Ontario
Underwriting Agreement
November 10, 2009
Barclays Bank PLC
Credit Suisse Securities (Europe) Limited
J.P. Morgan Securities Ltd.
The Toronto-Dominion Bank
As representatives of the several Underwriters
c/o The Toronto-Dominion Bank
Triton Court
14-18 Finsbury Square
London, UK, EC2A 1DB
Dear Sirs:
The Province of Ontario (the "Province") proposes to sell the principal
amount of its securities identified in Schedule II 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 forms 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 between the Province and the Bank of New York
Mellon, as fiscal agent and calculation agent in respect of the Floating Rate
Bonds due November 19, 2012 identified in Schedule II, expected to be dated the
Closing Date (as defined below) (the "Fiscal Agency Agreement"). As of November
10, 2009, (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 November 10, 2009, and the Issuer Free
Writing Prospectuses (as defined below) in the form of Schedule I-A and Schedule
I-B 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, each Underwriter 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 any Underwriter through the
Representatives expressly for use in such Time of Sale Information. The Issuer
Free Writing Prospectuses in the form of Schedule I-A and Schedule I-B hereto
comply 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 use all reasonable efforts to publish, as soon as
possible after the Closing Date, a prospectus approved by the UK Listing
Authority (as defined below) (the "UKLA Prospectus") in compliance with
Directive 2003/71/EC (the "Prospectus Directive") and all laws, regulations and
rules implementing the Prospectus Directive, as amended from time to time and
shall submit (or procure the submission on its behalf of) such reports or
information as may from time to time be required and otherwise comply with the
Prospectus Directive and all laws, regulations and rules implementing the
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 II 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 November
19, 2009 (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 forms 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 New York, in the City of London and 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 (the "UK Listing
Authority") in its capacity as competent authority under the Financial Services
and Markets Act 2000, as amended ("FSMA), for the Securities to be admitted to
the Official List of the UK Listing Authority (the "Official List") and to the
London Stock Exchange plc for the Securities to be admitted to trading on the
London Stock Exchange plc's Regulated Market (the "Stock Exchange") as soon as
possible after 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 Stock Exchange, which is a
regulated market for the purposes of the Markets in Financial Instruments
Directive (2004/39/EC). The Province shall use all reasonable efforts to cause
the Securities to be listed on the Stock Exchange as soon as possible after the
Closing Date. The Province further agrees to furnish to the UK Listing Authority
and the London Stock Exchange plc 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 Prospectuses in the form of Schedule I-A and Schedule
I-B 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) Subject to the UKLA Prospectus being approved and published in
accordance with Section 1(iv), the Province shall update or amend the UKLA
Prospectus by the publication in accordance with the 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 FSMA. 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 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 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 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 request 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 set out in the UKLA Prospectus required
pursuant to Article 19 of the 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 Prospectuses in
the form of Schedule I-A and Schedule I-B 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-A and Schedule I-B 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 Prospectus Directive (other than the United Kingdom,
once the UKLA Prospectus has been approved by the UK Listing Authority,
each, a "Relevant Member State"), each of the Underwriters, on behalf of
itself and each of its affiliates that participates in the initial
distribution of the Securities, has represented and agreed that with effect
from and including the date on which the Prospectus Directive is
implemented in that Relevant Member State (the "Relevant Implementation
Date") it has not made and will not make an offer of Securities, which are
the subject of the offering contemplated by the Preliminary Final
Prospectus and the Final Prospectus to the public in that Relevant Member
State prior to the publication of a prospectus in relation to the
Securities which has been approved by the competent authority in that
Relevant Member State or, where appropriate, approved in another Relevant
Member State and notified to the competent authority in that Relevant
Member State, all in accordance with the Prospectus Directive, except that
it may, with effect from and including the Relevant Implementation Date,
make an offer of Securities to the public in that Relevant Member State at
any time:
(i) to legal entities which are authorised or regulated to operate in
the financial markets or, if not so authorised or regulated, whose
corporate purpose is solely to invest in securities;
(ii) to any legal entity which has two or more of (1) an average of at
least 250 employees during the last financial year; (2) a total balance
sheet of more than (euro)43,000,000 and (3) an annual net turnover of more
than (euro)50,000,000, as shown in its last annual or consolidated
accounts;
(iii) to fewer than 100 natural or legal persons (other than qualified
investors as defined in the Prospectus Directive) subject to obtaining the
prior consent of the relevant Underwriter or Underwriters nominated by the
Province for any such offer; or
(iv) in any other circumstances falling within Article 3(2) of the
Prospectus Directive;
provided that no such offer of Securities shall result in a
requirement for the publication by the Province or the Underwriters of a
prospectus pursuant to Article 3 of the Prospectus Directive or a
supplement to a prospectus pursuant to Article 16 of the Prospectus
Directive.
For the purposes of this provision, the expression an "offer of
Securities to the public" in relation to any Securities in any Relevant
Member State means the communication in any form and by any means of
sufficient information on the terms of the offer and the Securities to be
offered so as to enable an investor to decide to purchase or subscribe the
Securities, as the same may be varied in that Member State by any measure
implementing the Prospectus Directive in that Member State and the
expression "Prospectus Directive" means Directive 2003/71/EC and includes
any relevant implementing measure in each Relevant Member State.
(b) United Kingdom. Each of the Underwriters, on behalf of itself and
each of its affiliates that participates in the initial distribution of the
Securities, represents and agrees that:
(i) it has only communicated or caused to be communicated and will
only communicate or cause to be communicated an invitation or inducement to
engage in investment activity (within the meaning of Section 21 of the
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 Financial Instruments and Exchange Law of Japan (Law No. 25 of
1948, as amended) 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 Financial Instruments and
Exchange Law of Japan (Law No. 25 of 1948, as amended), 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) Switzerland. Each of the Underwriters, on behalf of itself and
each of its affiliates that participates in the initial distribution of the
Securities, represents and undertakes that it has not offered or sold and
will not offer or sell any Securities, directly or indirectly, in or from
Switzerland other than to a limited group of persons pursuant to article
652a(2) of the Swiss Code of Obligations.
(f) Sale and Distribution. In addition to the provisions of Sections
6(a), (b), (c), (d) and (e) 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.
(g) Authorizations. Without prejudice to the provisions of Sections
6(a), (b), (c), (d), (e) and (f) 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
approval and publication of the UKLA Prospectus and any arrangements under
Section 5(a)(viii), 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 and Ministry of Revenue,
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" 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) the statements in the Preliminary Final Prospectus and the Final
Prospectus under the caption "Taxation — United Kingdom Taxation", insofar
as such statements purport to summarize certain tax laws of the United
Kingdom, constitute a fair summary of the matters addressed therein;
(iv) 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
(v) 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) 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), as of the date
of this Agreement, 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 and
Ministry of Revenue, 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 LLP, United
States counsel for the Underwriters, and Stikeman Elliott LLP, Canadian
counsel for the Underwriters, favorable opinions dated the Closing Date as
to the forms 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 LLP 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 LLP 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) 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. The Underwriters (or persons
acting on their behalf) may over-allot Securities or effect transactions
with a view to supporting the market price of the Securities at a level
higher than that which might otherwise prevail. Any stabilization action
may begin on or after the date on which adequate public disclosure of the
terms of the offer of the relevant Securities is made and, if begun, may be
ended at any time, but it must end no later than the earlier of 30 days
after the date on which the Province received the proceeds of the issue,
and 60 days after the date of the allotment of the Securities. 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-A and Schedule
I-B 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 laws and rules,
including those made pursuant to applicable United Kingdom legislation and
Regulation M under the U.S. Exchange Act (if applicable). The Province
authorises the Underwriters to make such public disclosure of information
relating to stabilization as is required by applicable law, regulation and
guidance.
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 Prospectuses in the form of Schedule I-A and Schedule I-B 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 II hereto bears to the public offering price of the Securities
specified in Schedule I-A and Schedule I-B 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. For purposes of this Section 10, if more than one series
of Securities is identified in Schedule II hereto, this Section 10 shall
apply to each series of Securities separately as if this Agreement applied
solely to such series.
11. Termination. This Agreement shall be subject to termination in the
absolute discretion of the Representatives or the Province, by notice given
to the Province or the Representatives, as the case may be, prior to
delivery and payment for the Securities, if prior to that time, there shall
have occurred such a change in national or international financial,
political or economic conditions or currency exchange rates or exchange
controls which, in the reasonable judgment of the Representatives or the
Province, as the case may be, is material and adverse and such changes,
singly or together with any other such change, makes it, in the reasonable
judgment of the Representatives or the Province, as the case may be,
impracticable to market the Securities on the terms and in the manner
contemplated in the Time of Sale Information or the Final Prospectus.
Notwithstanding any such termination, the provisions of Sections 9, 12, and
15 hereof shall remain in effect.
12. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements
of the Province and of the Underwriters set forth in or made pursuant to
this Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of the Underwriters or the Province or
any of the officers, directors or controlling persons referred to in
Section 9 hereof, and will survive delivery of and payment for the
Securities.
13. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Representatives on behalf of
the Underwriters, will be mailed, delivered, telecopied or telegraphed and
confirmed to them care of The Toronto-Dominion Bank, Triton Court, 14-18
Finsbury Square, London, UK, EC2A 1DB (Fax No. +44 207 628 1054) or, if
sent to the Province, will be mailed, delivered, telecopied or telegraphed
and confirmed at Ontario Financing Authority, One Dundas Street West, Suite
1400, Toronto, Ontario, M5G 1Z3, attention: 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 federal laws of
Canada applicable in the Province of Ontario.
16. Counterparts. This Agreement may be executed in one or more
counterparts (including counterparts by facsimile) and when a counterpart
has been executed by each party hereto all such counterparts taken together
shall constitute one and the same agreement.
17. Advertisements. All advertisements of the issue of the Securities
or publication of such formal notice as may be required by the rules of the
Stock Exchange in connection with the listing of the securities on the
Stock Exchange shall be published in a form or forms and manner to which
the Province consents in writing prior to the date of publication. The
Province may withhold its consent in its discretion regarding the use of
any symbol in any such advertisement and the publication in which such
advertisement is to appear.
18. Time of the Essence. Time shall be of the essence in this
Agreement.
19. Representation of Underwriters. In all dealings hereunder, the
Representatives shall, and have all necessary authority to, act on behalf
of each of the Underwriters, and the Province shall be entitled to act and
rely upon any statement, request, notice or agreement given by the
Representatives, jointly or individually, on behalf of any of the
Underwriters.
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding
agreement among the Province and the Underwriters.
Very truly yours,
Province of Ontario
By: /s/ Michael D. Manning
----------------------------------
Name: Michael D. Manning
Title: Executive Director
Capital Markets Division
Ontario Financing Authority
The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.
The Toronto-Dominion Bank
By: /s/ Mordecai Jungreis
- -------------------------
Authorized Signatory
Name: Mordecai Jungreis
Title: Managing Director
For itself and on behalf of the several Representatives and the several
Underwriters.
SCHEDULE I-A
Final Term Sheet
Issuer: Province of Ontario
Expected Ratings: Moody's Aa1; S&P AA-; DBRS AA (low)
Title: 1.875% Bonds due November 19, 2012
Aggregate Principal Amount: U.S.$3,000,000,000
Denominations: U.S.$5,000 and integral multiples of U.S.$1,000 for amounts in
excess of U.S.$5,000
Trade Date: November 10, 2009
Issue Date November 19, 2009
(Settlement Date):
Maturity: November 19, 2012
Interest Payment Dates: May 19 and November 19 of each year, commencing on May 19, 2010.
Interest will accrue from November 19, 2009.
Spread to Treasury: + 55.2 basis points
Benchmark Treasury: UST 1.375% due November 15, 2012
Treasury Spot/Yield: 99-31/ 1.386%
Yield to Maturity: 1.938% semi annual
Interest Rate: 1.875%
Public Offering Price: 99.817% plus accrued interest from November 19, 2009 if settlement
occurs after that date
Day Count Convention: 30/360
Underwriters: Barclays Bank PLC
Credit Suisse Securities (Europe) Limited
J.P. Morgan Securities Ltd.
The Toronto-Dominion Bank
Bank of Montreal, London Branch
CIBC World Markets Corp.
Morgan Stanley & Co. International plc
National Bank Financial Inc.
RBC Capital Markets Corporation
Prospectus and Prospectus Supplement: Prospectus dated as of May 21, 2009, and Preliminary Prospectus Supplement
dated as of November 10,2009
http://www.sec.gov/Archives/edgar/data/74615/000095012309060575/o57457e424b2.htm
CUSIP# / ISIN#: 683234 8E1 / US6832348E11
Listing: Admission to the United Kingdom Listing Authority's Official
List and to trading on the London Stock Exchange plc's
Regulated Market may be completed following settlement on a
best efforts basis.
Settlement: We expect that delivery of the Bonds will be made against
payment therefor on or about the closing date of this
offering specified on the cover page of the prospectus
supplement, which is six business days following the date of
pricing of the Bonds (this settlement cycle being referred
to as "T+6"). Under Rule 15c6-1 of the Exchange Act, trades
in the secondary market generally are required to settle in
three business days, unless the parties to any such trade
expressly agree otherwise. Accordingly, purchasers who wish
to trade their Bonds on the date of pricing or the next two
succeeding business days will be required, by virtue of the
fact that the Bonds initially will settle in T+6, to specify
an alternate settlement cycle at the time of any such trade
to prevent a failed settlement. Purchasers of Bonds who wish
to trade their Bonds on the date of pricing or the next two
succeeding business days should consult their own advisor.
U.S. Legend: The Issuer has filed a registration statement (including a
prospectus) with the SEC for the offering to which this
communication relates. Before you invest, you should read
the prospectus in that registration statement and other
documents the Issuer has filed with the SEC for more
complete information about the Issuer and this offering. You
may get these documents for free by visiting EDGAR on the
SEC Web site at www.sec.gov. Alternatively, the Issuer, any
underwriter or any dealer participating in the offering will
arrange to send you the prospectus if you request it by
calling TD Securities at 1-800-263-5292.
European Economic Area Legends: If and to the extent that this announcement is communicated
in, or the offer of the bonds to which it relates is made
in, any European Economic Area Member State that has
implemented Directive 2003/71/EC (the "Prospectus
Directive") (other than the United Kingdom, once the UKLA
Prospectus as defined below has been approved by the
Financial Services Authority), this announcement and the
offer are only addressed to and directed at persons in that
Member State who are qualified investors within the meaning
of the Prospectus Directive (or who are other persons to
whom the offer may lawfully be addressed) and must not be
acted upon by other persons in that Member State.
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 the Prospectus Directive, not a
prospectus but an advertisement, and investors in the
European Economic Area should not subscribe for or purchase
these bonds once admitted to trading on the London Stock
Exchange plc's Regulated Market except on the basis of
information in the UKLA Prospectus (as defined below). The
Province intends to file a single prospectus (the "UKLA
Prospectus") pursuant to Section 5.3 of the Prospectus
Directive with the Financial Services Authority in its
capacity as competent authority under the Financial Services
and Markets Act 2000, as amended, for the purpose of having
these bonds admitted to trading on the London Stock Exchange
plc's Regulated Market as soon as possible after closing of
this issue. In compliance with the Prospectus Directive, the
UKLA 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 the UKLA
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 United Kingdom
paying agent, The Bank of New York Mellon, One Canada
Square, London E14 5AL, England. Investors in the European
Economic Area should not subscribe for any bonds referred to
in this advertisement except on the basis of information in
the UKLA Prospectus.
Swiss Legend: The prospectus dated as of May 21, 2009 and the preliminary
prospectus supplement dated as of November 10, 2009 and this
notice do not constitute a public offering prospectus as
that term is understood pursuant to article 652a or 1156 of
the Swiss Code of Obligations. The prospectus dated as of
May 21, 2009 and the preliminary prospectus supplement dated
as of November 10, 2009 and this notice may not be issued,
circulated or distributed or otherwise made publicly
available in or from Switzerland and are not intended as an
offer or solicitation with respect to the purchase or sale
of the bonds by the public.
Other: ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE
NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE
DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE
AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION
BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
SCHEDULE I-B
Final Term Sheet
Issuer: Province of Ontario
Expected Ratings: Moody's Aa1; S&P AA-; DBRS AA (low)
Title: Floating Rate Bonds due November 19, 2012
Aggregate Principal Amount: U.S.$1,000,000,000
Denominations: U.S.$5,000 and integral multiples of U.S.$1,000 for amounts in
excess of U.S.$5,000
Trade Date: November 10, 2009
Issue Date November 19, 2009
(Settlement Date):
Maturity Date: November 19, 2012
Interest Rate Basis (Index) 3 Month USD LIBOR on Reuters page LIBOR01
Spread to Index: Plus 0.15%
Interest Payment Period: Quarterly
Interest Payment Dates: February 19, May 19, August 19, and November 19 of each year,
commencing February 19, 2010.
Interest will accrue from November 19, 2009
Interest Determination Dates: Quarterly, two London Business Days prior to each Interest Reset Date
Interest Reset Dates: February 19, May 19, August 19, and November 19 of each year,
commencing November 19, 2009.
Interest Reset Periods and Dates: Quarterly on each Interest Payment Date
Interest Rate: Interest will be paid at a floating rate equal to the three-month
USD LIBOR reset quarterly plus 0.15%
Calculation Agent: The Bank of New York Mellon, or its successor appointed by the
Province of Ontario.
Public Offering Price: 100% plus accrued interest from November 19, 2009 if settlement
occurs after that date
Day Count Convention Actual/360, Subject to Modified Following Adjusted business day convention
Business Day: A day on which banking institutions in the City of New York,
in the City of London and in the City of Toronto are not
authorized or obligated by law or executive order to be
closed
Underwriters: Barclays Bank PLC
Credit Suisse Securities (Europe) Limited
J.P. Morgan Securities Ltd.
The Toronto-Dominion Bank
Bank of Montreal, London Branch
CIBC World Markets Corp.
Morgan Stanley & Co. International plc
National Bank Financial Inc.
RBC Capital Markets Corporation
Prospectus and Prospectus Supplement: Prospectus dated as of May 21, 2009, and Preliminary Prospectus
Supplement dated as of November 10, 2009.
http://www.sec.gov/Archives/edgar/data/74615/000095012309060575/o57457e424b2.htm
CUSIP# / ISIN#: 683234 8F8 / US6832348F85
Listing: Admission to the United Kingdom Listing Authority's Official
List and to trading on the London Stock Exchange plc's
Regulated Market may be completed following settlement on a
best efforts basis.
Settlement: We expect that delivery of the Bonds will be made against
payment therefor on or about the closing date of this
offering specified on the cover page of the prospectus
supplement, which is six business days following the date of
pricing of the Bonds (this settlement cycle being referred
to as "T+6"). Under Rule 15c6-1 of the Exchange Act, trades
in the secondary market generally are required to settle in
three business days, unless the parties to any such trade
expressly agree otherwise. Accordingly, purchasers who wish
to trade their Bonds on the date of pricing or the next two
succeeding business days will be required, by virtue of the
fact that the Bonds initially will settle in T+6, to specify
an alternate settlement cycle at the time of any such trade
to prevent a failed settlement. Purchasers of Bonds who wish
to trade their Bonds on the date of pricing or the next two
succeeding business days should consult their own advisor.
U.S. Legend: The Issuer has filed a registration statement (including a
prospectus) with the SEC for the offering to which this
communication relates. Before you invest, you should read
the prospectus in that registration statement and other
documents the Issuer has filed with the SEC for more
complete information about the Issuer and this offering. You
may get these documents for free by visiting EDGAR on the
SEC Web site at www.sec.gov. Alternatively, the Issuer, any
underwriter or any dealer participating in the offering will
arrange to send you the prospectus if you request it by
calling TD Securities at 1-800-263-5292.
European Economic Area Legends: If and to the extent that this announcement is communicated
in, or the offer of the bonds to which it relates is made
in, any European Economic Area Member State that has
implemented Directive 2003/71/EC (the "Prospectus
Directive") (other than the United Kingdom, once the UKLA
Prospectus as defined below has been approved by the
Financial Services Authority), this announcement and the
offer are only addressed to and directed at persons in that
Member State who are qualified investors within the meaning
of the Prospectus Directive (or who are other persons to
whom the offer may lawfully be addressed) and must not be
acted upon by other persons in that Member State. 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 the Prospectus Directive, not a
prospectus but an advertisement, and investors in the
European Economic Area should not subscribe for or purchase
these bonds once admitted to trading on the London Stock
Exchange plc's Regulated Market except on the basis of
information in the UKLA Prospectus (as defined below). The
Province intends to file a single prospectus (the "UKLA
Prospectus") pursuant to Section 5.3 of the Prospectus
Directive with the Financial Services Authority in its
capacity as competent authority under the Financial Services
and Markets Act 2000, as amended, for the purpose of having
these bonds admitted to trading on the London Stock Exchange
plc's Regulated Market as soon as possible after closing of
this issue. In compliance with the Prospectus Directive, the
UKLA 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 the UKLA
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 Mellon, One Canada Square,
London E14 5AL, England. Investors in the European Economic
Area should not subscribe for any bonds referred to in this
advertisement except on the basis of information in the UKLA
Prospectus.
Swiss Legend: The prospectus dated as of May 21, 2009 and the preliminary
prospectus supplement dated as of November 10, 2009 and this
notice do not constitute a public offering prospectus as
that term is understood pursuant to article 652a or 1156 of
the Swiss Code of Obligations. The prospectus dated as of
May 21, 2009 and the preliminary prospectus supplement dated
as of November 10, 2009 and this notice may not be issued,
circulated or distributed or otherwise made publicly
available in or from Switzerland and are not intended as an
offer or solicitation with respect to the purchase or sale
of the bonds by the public.
OTHER: ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE
NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE
DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE
AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION
BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
SCHEDULE II
Principal Amount of
Principal Amount of Floating Rate
1.875% Bonds due Bonds due
November 19, 2012 November 19, 2012
Underwriter to be Purchased to be Purchased
- ----------- ---------------------- ---------------------
Barclays Bank PLC U.S.$ 660,000,000 U.S.$ 237,500,000
Credit Suisse Securities (Europe) Limited 660,000,000 237,500,000
J.P. Morgan Securities Ltd. 660,000,000 237,500,000
The Toronto-Dominion Bank 660,000,000 237,500,000
Bank of Montreal, London Branch 40,000,000 10,000,000
CIBC World Markets Corp. 95,000,000 10,000,000
Morgan Stanley & Co. International plc 30,000,000 10,000,000
National Bank Financial Inc. 165,000,000 10,000,000
RBC Capital Markets Corporation 30,000,000 10,000,000
Total U.S.$3,000,000,000 U.S.$1,000,000,000
====================== =====================
Purchase Price (include 99.692% plus accrued interest from November 19, 2009 if
accrued interest or settlement occurs after that date
amortization, if any, minus
underwriting discount)
for 1.875% Bonds due
November 19, 2012:
Purchase Price (include 99.875% plus accrued interest from November 19, 2009 if
accrued interest or settlement occurs after that date
amortization, if any, minus
underwriting discount)
for Floating Rate Bonds due
November 19, 2012:
Underwriting Discount for 1.875% 0.125%
Bonds due November 19, 2012:
Underwriting Discount for Floating 0.125%
Rate Bonds due November 19, 2012:
OPINION OF THE LEGAL COUNSEL
[ONTARIO LOGO GRAPHIC OMITTED]
Ministry of the Ministère du
Attorney General Procureur général
Legal Services Branch Direction des services juridiques
Ministry of Finance Ministère des Finances
Ministry of Revenue Ministère du Revenu
777 Bay Street 777 rue Bay
11th Floor 11e étage
Toronto ON M5G 2C8 Toronto ON M5G 2C8
Telephone: (416) 325-1456 Téléphone: (416) 325-1456
Facsimile: (416) 325-1460 Télécopieur: (416) 325-1460
Kristina.Knopp@Ontario.ca
November 19, 2009
The Honourable Dwight Duncan
Minister of Finance
7 Queen's Park Crescent East
7th Floor, Frost Building South
Toronto, Ontario
M7A 1Y7
Dear Minister:
Subject: Province of Ontario Issue of U.S.$3,000,000,000 1.875% Bonds due
November 19, 2012 and U.S.$1,000,000,000 Floating Rate Bonds due
November 19, 2012.
- --------------------------------------------------------------------------------
I am counsel to the Province of Ontario (the "Province") in connection with
the issue of U.S.$3,000,000,000 1.875% Bonds due November 19, 2012 and
U.S.$1,000,000,000 Floating Rate Bonds due November 19, 2012 (the "Bonds") and
the sale of the Bonds by the Province pursuant to an underwriting agreement
dated as of November 10, 2009, (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 November 19, 2009, (the "Fiscal
Agency Agreement"), between the Province and The Bank of New York
Mellon, 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 November 10, 2009, relating to the offering
and sale of the Bonds (the "Final Prospectus"), and the preliminary
form of the Final Prospectus dated November 10, 2009 (the "Preliminary
Final Prospectus");
(d) the Financial Administration Act (Ontario);
(e) the Capital Investment Plan Act, 1993 (Ontario);
(f) the Legislation Act, 2006 (Ontario);
(g) the Proceedings Against the Crown Act (Ontario);
(h) the Currency Act (Canada);
(i) a certified copy of the Orders of the Lieutenant Governor in Council
of the Province of Ontario numbered O.C. 760/2009 made on May 13, 2009
pursuant to the Electricity Act (Ontario) and the Financial
Administration Act (Ontario) and numbered O.C. 1042/2009 made on June
17, 2009 pursuant to the Ontario Loan Act, 2009 and the Financial
Administration Act (Ontario) (the "Orders in Council") authorizing the
issue and sale of the Bonds;
(j) a certificate of the Province dated November 19, 2009 as to the
incumbency of certain representatives of the Province;
(k) a certificate of the Province dated November 19, 2009 relating to the
borrowing authority remaining under the Orders in Council;
(l) a certificate of the Province dated November 19, 2009 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 November 19, 2009, 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 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, 2008,
which annual report is incorporated by reference into Registration Statement No.
333-159397 filed with the Securities and Exchange Commission of the United
States of America.
Yours truly,
/s/ Kristina Knopp
-----------------------------
Kristina Knopp
Legal Counsel
Legal Services Branch
Ministry of Finance and
Ministry of Revenue
SCHEDULE OF EXPENSES
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...........................US$ 140,000.00
Printing expenses...........................................................0.00
Fiscal Agent, Calculation Agent, Paying Agent and
DTC Custodian fees and expenses..................................US$ 18,000.00
Legal fees and expenses..........................................US$ 60,000.00
Rating Agency fees and expenses..................................US$ 33,600.00
Listing fees and expenses........................................US$ 17,800.00
Underwriters' expense reimbursement.........................................0.00
__________________
T0TAL US$ 269,400.00
==================
