Orders in Council Database

WHEREAS the Student Loan Corporation of Newfoundland and Labrador (hereinafter called the "Corporation") is authorized under the Student Financial Assistance Act, being Chapter S-29.01 of the Statutes of Newfoundland and Labrador, 2002, as amended, (hereinafter called the "Act") to borrow money in such manner as the Corporation deems appropriate and secure the repayment thereof by the creation and issue of floating rate notes at such rate of interest and in such form 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 floating rate notes so created and issued by the Corporation, subject to the prior approval of the Lieutenant Governor in Council of the Province;

AND WHEREAS the Corporation has, by Resolutions of its Board of Directors dated March  30,  2004 (the "Resolutions"), signed by the directors of the Corporation, authorized the creation and sale of floating rate notes in the principal amount of $213,000,000 in lawful money of Canada, which will be dated March 31, 2004, will mature September 30, 2005, and will bear interest at the 3-month Canadian dollar bankers acceptances rate plus 3 basis points, payable quarterly in arrears (hereinafter called the “Notes”);

 AND WHEREAS the Board of Directors of the Corporation has also authorized the execution and delivery by the Corporation of a Purchase Agreement dated March 29, 2004 (the "Purchase Agreement") between the Corporation, the Province and Scotia Capital Inc.,  as specified in the Underwriting Agreement, containing a proposal under which Scotia Capital Inc. would purchase the Notes all as more fully set forth in the Purchase Agreement (a copy of which is on file with the Clerk of the Executive Council);

AND WHEREAS the Corporation has requested the Province to become a party to, and to sign and deliver the Purchase Agreement and to unconditionally guarantee the payment of the principal of and interest on the Notes, as provided for in the Act;

AND WHEREAS it is expedient that the borrowing by the Corporation be authorized, that the unconditional guarantee be given and that the Province be a party to and sign and deliver the Purchase Agreement in, or substantially in, the form of the Purchase Agreement approved by the Corporation;

BE IT THEREFORE ORDERED that under and by virtue of the Act:

1) The Resolutions of the Board of Directors of the Corporation dated March 30, 2004 (a copy of which are on file with the Clerk of the Executive Council) be and they hereby are, in all respects, approved.

2) The Corporation be and it is hereby authorized to create and issue the Notes in the principal amount of $213,000,000 in lawful money of Canada, to be dated March 31, 2004, to mature on September 30, 2005, and to bear interest at the 3-month Canadian dollar bankers acceptances rate plus 3 basis points, payable quarterly in arrears on March 31, June 30, September 30 and December 31 in each year of the currency of the Notes, commencing with the first interest payment date on June 30, 2004, and to contain such other terms and conditions as are set forth in the Purchase Agreement and in the form of Note approved by the Corporation (a copy of  which is on file with the Clerk of the Executive Council), which form of Note is hereby approved, provided that such alterations may be made to the Notes as shall be approved in accordance with the Resolutions of the Directors of the Corporation.

3) The Province unconditionally guarantee payment of the principal of and interest on the Notes (whether issued originally or in exchange for or upon the transfer of other Notes comprising part of this issue of Notes of the Corporation) such guarantee of the Province to be endorsed on each of the Notes 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 14.8 of the Act.

4) The Guarantee to be endorsed on the Notes shall be in this form:

"Pursuant to the Student Financial Assistance Act, the Province of Newfoundland and Labrador  hereby unconditionally guarantees to the holder of the within Note the payment on the respective due dates of the principal and interest to become due in respect of the issue of Floating Rate Notes of which this Note 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 the Corporation is hereby authorized, for and on behalf of the Corporation, to execute and deliver the Purchase Agreement for the issue and sale of the Notes in the principal amount of $213,000,000 and all of the provisions, terms and conditions of the Purchase Agreement, including the interest rate and the selling price of the Notes, are hereby approved for the purpose of such execution and delivery; provided that such alterations may be made to the Purchase Agreement as shall be approved in accordance with the Resolutions of the Directors of the Corporation.

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 Purchase Agreement in the form approved by the Corporation, as the same may be amended in accordance with the Resolutions of the Directors of the Corporation, and to take any action requisite or appropriate to carry out the terms and provisions of the Purchase Agreement, so executed and delivered, including the signing and delivery from time to time of all statements, certificates, documents and writings required thereunder.