Orders in Council Database

Ordered that under authority of the Financial Administration Act, Chapter F-8 of the Revised Statutes of Newfoundland and Labrador, 1990, as amended (the “Act”), His Honour the Lieutenant Governor in Council be and he is hereby moved to raise a loan upon the credit of the Province of Newfoundland and Labrador  (the "Province") for the purposes described in section 42(1.1) of the Act, by means of the issue of 4.50% Sinking Fund Debentures of Series 6U of the Province in the principal amount of Three Hundred and Fifty Million Dollars ($350,000,000) payable on April 17, 2037 (the “Debentures”) and the sale thereof to RBC Dominion Securities Inc., Scotia Capital Inc., CIBC World Markets Inc., BMO Nesbitt Burns Inc. and National Bank Financial Inc., as managers (the “Managers”) of a group of Canadian investment dealers and a chartered bank, at the price of $98.681 for each $100.00 principal amount of Debentures plus accrued interest, if any, from November 28, 2006 to the date of delivery, which Debentures are to be issued upon the following terms and conditions:

                                      1.  The Debentures in the principal amount of Three Hundred and Fifty Million Dollars ($350,000,000) authorized hereby shall be dated November 28, 2006, shall be payable April 17, 2037, and shall bear interest at the rate of 4.50% per annum payable semi-annually on April 17 and October 17 each year until payment in full of the principal amount thereof, provided always that Debentures of Series 6U issued in exchange for other Debentures of Series 6U, as hereinafter provided, may be dated subsequent to November 28, 2006 and may contain appropriate provision for the date from which interest accrues thereon.

                                          2.  The Debentures shall be direct and unconditional obligations of the Province and will rank pari passu with all other debentures, bonds and similar securities of the Province currently outstanding or issued hereafter, and the  principal of and interest on the Debentures shall be a charge on and shall be paid out of the Consolidated Revenue Fund of the Province.

                                          3.  The Debentures and the interest thereon shall be payable in lawful money of Canada at any branch in Canada of Royal Bank of Canada at the holder’s option.

 4.    A sinking fund shall be established for the Debentures (which may form a part of the Newfoundland and Labrador Government Sinking Fund) by payment annually on or before April 17 in each of the years 2007 to 2036, inclusive, out of the Consolidated Revenue Fund of the Province of an amount not less than 1.5% of the aggregate principal amount of Debentures of Series 6U outstanding on the date thereof; provided, however, that if the fair market value of such sinking fund, plus interest and reinvested interest to be earned thereon, together with the amount to be paid into the sinking fund plus interest and reinvested interest to be earned thereon, shall be in excess of the principal amount of the Debentures outstanding on any such payment date, the amount to be paid by the Province on such payment date may be reduced by the amount of such excess.

                                          5.  The Debentures will be represented by a fully registered global debenture (the “Global Debenture”) registered in the name of CDS & CO. as nominee of The Canadian Depository for Securities Limited (“CDS”) and held by CDS.  Beneficial interests in the Global Debenture will be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants of CDS.  The Global Debenture shall be substantially in accordance with the form marked “Form of Global Debenture of Series 6U” on file with the Clerk of the Executive Council, and the Form of Global Debenture and all of the Conditions endorsed thereon are hereby approved.

                                     6.  The Global Debenture will be exchangeable, in whole but not in part, for Debentures in definitive form registered in the name of a person other than CDS or its nominee only if (i) CDS notifies the Province that it is unwilling or unable to continue as depository in connection with the Global Debenture or (ii) the Province, in its sole discretion, notifies CDS that it desires to issue Debentures in definitive form, and for no other reason or purpose. Such Debentures in definitive form shall be issuable as fully registered Debentures without coupons in the denominations of $1,000 and integral multiples thereof, and shall be substantially in accordance with the form marked “Form of Definitive Debenture of Series 6U” on file with the Clerk of the Executive Council, and the Form of Definitive Debenture and all of the Conditions endorsed thereon are hereby approved.

                                          7.  The CIBC Mellon Trust Company (hereinafter referred to as the "Registrar") is hereby appointed agent of the Province for the registration and transfer of the Debentures by or on behalf of the registered holders thereof, and a register for such purposes shall be maintained at its principal office in the City of Montreal, Quebec.

                                          8.  If the Province chooses to replace the Global Debenture with Debentures in definitive form, and subject to such reasonable conditions and provisions as may be prescribed by the Lieutenant Governor in Council, and subject to the Conditions endorsed on the Debentures of Series 6U, but without any charge by the Province therefore, one or more Debentures of Series 6U, accompanied by an instrument of transfer in form satisfactory to the Registrar executed by the registered holder thereof or by his/her duly authorized attorney, may be exchanged for a Debenture or Debentures of Series 6U of an equal aggregate principal amount in any authorized denomination or denominations bearing all  unmatured interest obligations; provided that the Province shall not be required to make any exchanges, registrations or transfers of Debentures within 15 days prior to an interest payment date.

                                          9.  The Global Debenture, and Definitive Debentures if issued, shall be signed manually by, or with the engraved, lithographed or printed facsimile signature of the Honourable the Minister of Finance or the Deputy Minister of Finance or an Assistant Deputy Minister of Finance, and shall be manually countersigned by an authorized officer of the Registrar, which shall constitute registration of the Debentures, and every facsimile signature shall have the same force and effect as though it were a manual signature.  Although a person, such as the Honourable the Minister of Finance or the Deputy Minister of Finance or an Assistant Deputy Minister of Finance,  whose manual or facsimile signature appears on the Global Debenture, or on the Definitive Debentures, be no longer in office at the date of the Debentures or on the date of delivery,  whether upon the original issuance thereof or upon any transfers or exchanges thereof, every signature nevertheless shall be as fully effective and binding as though it were the manual signature of a person in office at the date of the Debentures of Series 6U or at the date of delivery thereof.

10.  The Province reserves the right to issue additional Debentures of Series 6U, from time to time, all bearing interest at the rate of 4.50% per annum and all maturing on April 17, 2037 which, when issued, would become interchangeable with all other outstanding Debentures of Series 6U to be purchased hereunder, subsequent to the first payment of interest on such additional Debentures.

The Lieutenant Governor in Council hereby further Orders that:

                                         11.  The Honourable the Minister of Finance or the Deputy Minister of Finance or an Assistant Deputy Minister of Finance be, and each of them hereby is authorized, for and on behalf of the Province, to execute and deliver a Purchase Letter dated November 21, 2006, between the Province and the Managers, containing a proposal under which the group of Canadian investment dealers and a chartered bank  would purchase the Debentures all as more fully set forth in the Purchase Letter (a copy of which is on file with the Clerk of the Executive Council) and all of the provisions, terms and conditions of the Purchase Letter are hereby approved for the purpose of such execution and delivery.

12.  The Honourable the Minister of Finance or the Deputy Minister of Finance or an Assistant Deputy Minister of Finance be, and each of them hereby is authorized, for and on behalf of the Province, to sign and deliver to CDS a Letter of Representations assuring CDS that the Province will meet certain operational arrangements.  For so long as the Global Debenture is registered in the name of the nominee of CDS, beneficial interests in the Global Debenture will be shown on and transfers thereof will be effected only through records maintained by CDS and its participants.

13.  The Honourable the Minister of Finance, the Deputy Minister of Finance or an Assistant Deputy Minister of Finance, or any other proper official of the Province be, and, each of them hereby is, authorized to take any such further action and to certify, execute in the name and on behalf of the Province, and deliver all such further instruments and documents, under the seal of the Province or otherwise, and to pay all such expenses as in his/her judgement shall be necessary, proper or advisable in order to fully carry out the intent and to accomplish the purposes of the foregoing Order and each of them and any matter relating thereto.