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 (hereinafter called the “Financial Administration Act”), and of the Loan Act, 2002, Chapter 21 of the Statutes of Newfoundland and Labrador, 2002, 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 (hereinafter called “the  Province”), and is pleased to approve the following:

 1)  The Province create and issue its securities to be designated 5.125% Notes due December 29, 2010, in the principal amount of $200,000,000 in lawful money of Canada (hereinafter called the "5.125% Notes due 2010"), to be issued in the form of bearer notes dated February 19, 2003, to mature December 29, 2010, to bear interest at the rate of 5.125% per annum payable annually on December 29 in each year commencing December 29, 2003, and to have such other terms and provisions as are set forth in the form of 5.125% Notes due 2010, a copy of which is on file with the Clerk of the Executive Council, which form of 5.125% Notes due 2010 be, and hereby is, approved.

 2)  The 5.125% Notes due 2010 shall be direct, unconditional, unsecured, unsubordinated and general obligations of the Province, for which the full faith and credit of the Province is pledged, and payment of the principal of and interest on the 5.125% Notes due 2010 shall be a charge on and shall be paid out of the Consolidated Revenue Fund of the Province.

 3)  The 5.125% Notes due 2010 will be represented initially by a temporary global note in bearer form without interest coupons (the "Temporary Global Note") to be deposited with a common depositary for the European clearing systems, a copy of which is on file with the Clerk of the Executive Council.  The Temporary Global Note will subsequently be exchanged for definitive 5.125% Notes due 2010 which shall be issued only in bearer form in the denominations of $1,000, $10,000 and $100,000 with interest coupons attached.

 4)  The 5.125% Notes due 2010 shall bear the lithographed or otherwise mechanically reproduced signature of any two of the Honourable the Minister of Finance, the Deputy Minister of Finance or an Assistant Deputy Minister of Finance of the Province, as further provided under the Fiscal Agency Agreement (as hereafter defined), and the said Temporary Global Note shall be executed by any of the Honourable the Minister of Finance, the Deputy Minister of Finance or an Assistant Deputy Minister of Finance.  Upon exchange of the Temporary Global Note for definitive 5.125% Notes due 2010, each definitive note shall be authenticated by the manual signature of an authorized officer of Kredietbank S.A. Luxembourgeoise.

 5)  The 5.125% Notes due 2010 in the aggregate principal amount of Canadian $200,000,000 shall be purchased from the Province pursuant to the terms and conditions contained in a Subscription Agreement to be dated February 17, 2003 (the "Subscription Agreement"), between the Province and Royal Bank of Canada Europe Limited, CIBC World Markets Inc.,The Toronto-Dominion Bank, and WestLB AG, representing themselves and the other managers named therein (the representatives and such other managers being hereinafter called the "Managers"); a draft of the said Subscription Agreement being on file with the Clerk of the Executive Council.  The form, terms and conditions of the Subscription Agreement, providing for, among other things, the purchase by the Managers of $175,000,000 principal amount of the 5.125% Notes due 2010 at the issue price of 101.255% of their principal amount, and $25,000,000 principal amount of the 5.125% Notes due 2010 at the issue price of 101.01% of their principal amount, less, in each case, a selling concession of 1.525% of such principal amount, are hereby approved. The Honourable the Minister of Finance, the Deputy Minister of Finance or an Assistant Deputy Minister of Finance be, and each of them hereby is, authorized on behalf of the Province to sign and deliver the Subscription Agreement in said form with such changes therein, if any, as the Minister, the Deputy Minister or the Assistant Deputy Minister of the Department of Justice may approve, and the fact of the signing of such agreement shall be conclusive evidence of the approval of any such changes therein.

 6)  The Honourable the Minister of Finance, the Deputy Minister of Finance or an Assistant Deputy Minister of Finance be, and each of them hereby is, authorized to sign and deliver the Prospectus dated February 17, 2003, respecting the 5.125% Notes due 2010 (hereinafter called the "Prospectus") on behalf of the Province, substantially in the form of the draft prospectus on file with the Clerk of the Executive Council, and all of the provisions, terms and conditions of the Prospectus are hereby approved for the purpose of such signing and delivery; provided that such changes may be made to the Prospectus as are approved by the Minister, the Deputy Minister or the Assistant Deputy Minister of the Department of Justice, and the fact of the signing of the Prospectus shall be conclusive evidence of the approval of any such changes therein.

 7)  Kredietbank S.A. Luxembourgeoise be and it is hereby appointed as fiscal agent for the Province with respect to the 5.125% Notes due 2010 and to perform the functions of fiscal agent set forth in the 5.125% Notes due 2010, and the Honourable the Minister of Finance, the Deputy Minister of Finance or an Assistant Deputy Minister of Finance be, and each of them hereby is, authorized to sign and deliver a Fiscal Agency Agreement (hereinafter called the "Fiscal Agency Agreement") on behalf of the Province, substantially in the form of the draft thereof on file with the Clerk of the Executive Council, and all of the terms and conditions of the Fiscal Agency Agreement are hereby approved for the purpose of such signing and delivery; provided that such changes may be made to the Fiscal Agency Agreement as are approved by the Minister, the Deputy Minister or the Assistant Deputy Minister of the Department of Justice, and the fact of the signing of such agreement shall be conclusive evidence of the approval of any such changes therein.

 8)  Kredietbank S.A. Luxembourgeoise be and it is hereby authorized to cause an application to be made on behalf of the Province to the Luxembourg Stock Exchange for the listing of the 5.125% Notes due 2010.

 9)  There shall be paid out of the moneys raised by the issue and sale of the 5.125% Notes due 2010, or out of the Consolidated Revenue Fund:

  i)  a commission to the Managers in respect of their services for underwriting and management, amounting to 0.35% of the principal amount;

 ii)  an amount not exceeding Canadian $100,000 in reimbursement of the Managers' out-of-pocket costs and expenses referred to in the Subscription Agreement;

iii)  all expenses and costs in connection with or incidental to the issue of the 5.125% Notes due 2010 not otherwise provided for, including expenses, if any, relating to the Fiscal Agency Agreement.

10)  The Honourable the Minister of Finance or 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 her/his judgement shall be necessary, proper or advisable in order to fully carry out the intent and to accomplish the purpose of the foregoing Order and each of them and any matter relating thereto.