Orders in Council Database

WHEREAS Newfoundland and Labrador Hydro ("Hydro") is authorized under the Hydro Corporation Act, as amended, (the "Act") to borrow money for any of the purposes of Hydro and to 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 ("Province") may approve;

 AND WHEREAS under the Act, the Honourable the Minister of Finance, acting for and on behalf of Her Majesty the Queen in Right of the Province, is authorized to guarantee unconditionally as to principal, interest, premium, and sinking fund payments, any debentures so created and issued by Hydro, subject to the prior approval of the Lieutenant Governor in Council of the Province; 

AND WHEREAS Hydro proposes to borrow money for its corporate purposes by the issue and sale of 5.70% Sinking Fund Debentures of Series AD due July 14, 2033, ("Debentures"), as hereinafter more particularly described;

AND WHEREAS Hydro has requested the Province to become a party to and execute and deliver an Underwriting Agreement among Hydro, the Province and Scotia Capital Inc., RBC Dominion Securities Inc., CIBC World Markets Inc., BMO Nesbitt Burns Inc., and Merrill Lynch Canada Inc., representing themselves and other underwriters referred to therein (the representatives and such other underwriters being hereinafter called the "Underwriters") providing for the purchase by the Underwriters of the Debentures, and to guarantee unconditionally the payment of the principal and interest, and the sinking fund payments, in respect of  the Debentures;

AND WHEREAS it is expedient that the borrowing by issue and sale of the Debentures by Hydro be authorized, that the guarantee be given and that the Province be a party to and sign and deliver an underwriting agreement in or substantially in the form of the Underwriting Agreement;

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

 1)  Hydro is hereby authorized to create and issue debentures to be designated 5.70% Sinking Fund Debentures of Series AD due July 14, 2033, in the aggregate principal amount of one hundred and twenty-five million dollars ($125,000,000) in lawful money of Canada, to be dated June 4, 2003, to mature July 14, 2033, to bear interest payable semi annually on July 14 and January 14 in each year of the currency of the Debentures, at the rate of 5.70% per annum from June 4, 2003 or the last date on which interest has been paid, whichever is later, until payment in full of such principal sum and to contain such other terms and provisions as are set forth in the forms of global and definitive debentures, copies of which are on file with the Clerk of the Executive Council, which forms of global and definitive debentures are hereby approved for issuance, execution and delivery for and on behalf of Hydro;

 2)  the Province guarantee unconditionally the payment of the principal of and the interest on the Debentures, and of the mandatory sinking fund payments in respect of the Debentures, as and when the same shall become due and payable (the “Guarantee”), whether issued originally or in exchange for or upon the transfer of other Debentures of Series AD of Hydro.  The Guarantee shall be a legal, valid and binding general obligation of the Province for which the full faith and credit of the Province is pledged and the Guarantee shall be endorsed on each of the Debentures and shall be signed in the case of a Global Debenture by the Minister of Finance of the Province or the Deputy Minister of Finance, acting for and on behalf of Her Majesty the Queen in Right of the Province, each of whom is hereby authorized so to do, and in the case of a definitive Debenture by, or with the engraved, lithographed or printed or otherwise mechanically reproduced facsimile signature of the Minister of Finance of the Province acting for and on behalf of Her Majesty the Queen in Right of the Province, who is hereby authorized so to do, and every such facsimile signature shall have the same force and effect as though it were a manual signature, and although the person whose signature or facsimile signature as the Minister of Finance is appended to the Guarantee be no longer in office at the date of the Debentures or on the date of their delivery, whether upon the original issuance thereof or upon any transfers or exchanges thereof, every such signature shall nevertheless be as fully effective and binding as though it were the manual signature of a person holding the office of Minister of Finance of the Province at the date of the Debentures or at the date of delivery thereof;

 3)  the Guarantee to be endorsed on the Debentures shall be substantially in the following form:

Pursuant to the Hydro Corporation Act, as amended, the Province of Newfoundland and Labrador hereby guarantees unconditionally to the holder of the within Debenture of Series AD the payment on the respective due dates of the principal and interest to become due in respect thereof, and hereby unconditionally guarantees the mandatory sinking fund payments in respect of the Debentures of Series AD.

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Minister of Finance

and the form of guarantee be and it is hereby approved; 

 4)  the form, terms and provisions of the draft Underwriting Agreement among Hydro, the Province and the Underwriters, a copy of which is on file with the Clerk of the Executive Council, providing for, among other things, the purchase from Hydro by the Underwriters, of one hundred and twenty-five million dollars ($125,000,000) principal amount of the Debentures of Series AD at the price of $98.737 for each $100 principal amount thereof, be and the same are hereby approved, provided that such alterations may be made to the form of Underwriting Agreement on file with the Clerk of the Executive Council as are approved by the Deputy Minister of Justice and execution of the Underwriting Agreement shall be conclusive evidence of the approval of any such alterations;

 5)  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 an underwriting agreement substantially in the form of the draft Underwriting Agreement on file with the Clerk of the Executive Council with such alterations thereto as have been approved by the Deputy Minister of Justice as provided for herein; 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; and

 6)  approval be and it is hereby given to Hydro to reserve the right to issue additional debentures of Series AD from time to time, subject, in respect of each such issue, to a separate approval of the Lieutenant Governor in Council and a separate guarantee of the Province of Newfoundland and Labrador.  The additional debentures so issued to mature on July 14, 2033, and to bear all unmatured interest obligations of the then outstanding Debentures of Series AD, and when issued, to become interchangeable with an equal aggregate principal amount of other outstanding Debentures of Series AD; provided, however, that in the event the next interest payment on any outstanding Debentures or additional debentures of Series AD is for a period of less than one half year, then, such debentures shall only be exchangeable for other Debentures of Series AD on which the next interest payment is for the same period of time.