WHEREAS Newfoundland and Labrador Municipal Financing Corporation (hereinafter called "NMFC") is authorized under the Municipal Financing Corporation Act, being Chapter M-21 of the Revised Statutes of Newfoundland and Labrador, 1990, (hereinafter called the "Act") to borrow money in such manner as NMFC thinks appropriate and secure the repayment thereof by the creation and issue of debentures at such rate of interest and in such forms and upon such terms and conditions as the Lieutenant Governor in Council of the Province of Newfoundland and Labrador (hereinafter called the "Province") may approve;
AND WHEREAS under the Act, the Honourable the Minister of Finance, acting for and on behalf of Her Majesty in Right of the Province, is authorized to unconditionally guarantee as to principal, interest, premium, if any, and sinking fund payments, if any, the debentures so created and issued by NMFC, subject to the prior approval of the Lieutenant Governor in Council of the Province;
AND WHEREAS NMFC has, by Resolutions of its Board of Directors dated March 10, 2004 (the "Resolutions"), signed by the Secretary of NMFC, authorized the creation and sale of non-callable serial debentures in the principal amount of $19,000,000 in lawful money of Canada, which will be dated March 17, 2004, will mature March 17, 2005 to 2019, inclusive, and will bear interest at rates ranging from 2.25% - 5.20% per annum (hereinafter called the "Debentures");
AND WHEREAS the Board of Directors of NMFC has also authorized the execution and delivery by NMFC of an Underwriting Agreement dated March 2, 2004 (the "Underwriting Agreement") between NMFC, the Province and Scotia Capital Inc., RBC Dominion Securities Inc., and CIBC World Markets Inc., as Managers of a group of Canadian investment dealers and a chartered bank, as specified in the Underwriting Agreement, containing a proposal under which the group would purchase the Debentures all as more fully set forth in the Underwriting Agreement (a copy of which is on file with the Clerk of the Executive Council);
AND WHEREAS NMFC has requested the Province to become a party to, and to sign and deliver, the Underwriting Agreement and to unconditionally guarantee the payment of the principal of and interest on the Debentures as provided for in the Act;
AND WHEREAS it is expedient that the borrowing by NMFC be authorized, that the unconditional guarantee be given and that the Province be a party to and sign and deliver the Underwriting Agreement in or substantially in the form of the Underwriting Agreement approved by NMFC; BE IT THEREFORE ORDERED that under and by virtue of the Act:
1) The Resolutions of the Board of Directors of NMFC dated March 10, 2004 (a copy of which is on file with the Clerk of the Executive Council) be and they hereby are, in all respects, approved.
2) NMFC be and it is hereby authorized to create and issue the Debentures in the principal amount of $19,000,000 in lawful money of Canada, to be dated March 17, 2004, to mature in four annual instalments of $1,266,000 each on March 17 in each of the years 2005 to 2008, inclusive, one annual instalment of $1,276,000 on March 17, 2009, and ten annual instalments of $1,266,000 each on March 17 in each of the years 2010 to 2019, inclusive, and to bear interest at the following rates:
Maturities Interest Rates
March 17, 2005 2.250%
March 17, 2006 2.650%
March 17, 2007 3.100%
March 17, 2008 3.500%
March 17, 2009 3.850%
March 17, 2010 4.125%
March 17, 2011 4.375%
March 17, 2012 4.550%
March 17, 2013 4.750%
March 17, 2014 4.900%
March 17, 2015 4.950%
March 17, 2016 5.000%
March 17, 2017 5.100%
March 17, 2018 5.150%
March 17, 2019 5.200%
payable half-yearly on March 17 and September 17 in each year, and to contain such other terms and conditions as are set forth in the Underwriting Agreement and in the form of Debenture approved by NMFC (a copy of which is on file with the Clerk of the Executive Council), which form of Debenture is hereby approved, provided that such alterations may be made to the Debentures as shall be approved in accordance with the Resolutions of the Directors of NMFC;
3) The Province unconditionally guarantee payment of the principal of and interest on the Debentures (whether issued originally or in exchange for or upon the transfer of other Debentures comprising part of this issue of Debentures of NMFC) such guarantee of the Province to be endorsed on each of the Debentures and to be signed manually by the Minister of Finance, acting for and on behalf of Her Majesty in Right of the Province, who is hereby authorized in accordance with Section 16 of the Act;
4) The Guarantee to be endorsed on the Debentures shall be in this form: "Pursuant to the Municipal Financing Corporation Act, the Province of Newfoundland and Labrador hereby unconditionally guarantees to the holder of the within Debenture, the payment on the respective due dates of the principal and interest to become due in respect of the issue of Debentures of which this Debenture forms a part, as and when the same shall become due and payable
____________________
Minister of Finance"
which form of guarantee is hereby approved;
5) The Chairperson or any Director of NMFC is hereby authorized, for and on behalf of NMFC, to execute and deliver the Underwriting Agreement for the issue and sale of the Debentures in the principal amount of $19,000,000 and all of the provisions, terms and conditions of the Underwriting Agreement, including the interest rates and the selling prices of the Debentures, are hereby approved for the purpose of such execution and delivery; provided that such alterations may be made to the Underwriting Agreement as shall be approved in accordance with the Resolutions of NMFC; and,
6) The Honourable the Minister of Finance or the Deputy Minister of Finance of the Province be and each of them is hereby authorized, for and on behalf of the Province, to execute and deliver the Underwriting Agreement in the form approved by NMFC, as the same may be amended in accordance with the Resolutions of NMFC, and to take any action requisite or appropriate to carry out the terms and provisions of the Underwriting Agreement, so executed and delivered, including the signing and delivery from time to time of all statements, certificates, documents and writings required thereunder.