exv4w1



 




Exhibit 4.1



 


 


 


 


 


PROVINCE OF MANITOBA


U.S.$350,000,000


2.75% Global Debentures Series EU due January 17, 2006





FISCAL AGENCY AGREEMENT





December 12, 2002


 






 


PROVINCE OF MANITOBA



     FISCAL AGENCY AGREEMENT, dated as of December 12, 2002, among the Province
of Manitoba (the “Province”), Citibank, N.A. (the “Fiscal Agent”), a national
banking association organized under the laws of the United States of America,
as registrar, fiscal agent, transfer agent and principal paying agent and Dexia
Banque Internationale à Luxembourg, société anonyme (“Dexia Banque”), a
Luxembourg corporation, as additional paying agent and transfer agent.


     1.     Underwriting Agreement. The Province has entered into an Underwriting
Agreement, dated as of December 5, 2002 (the “Underwriting Agreement”), with
CIBC World Markets Corp., Merrill Lynch, Pierce, Fenner & Smith Incorporated
and Salomon Smith Barney Inc., as representatives of the several underwriters
listed on Schedule II thereto, providing for the issue and sale by the Province
of U.S.$350,000,000 aggregate principal amount of 2.75% Global Debentures
Series EU due January 17, 2006 (the “Debentures”).


     2.     Appointment of Fiscal Agent; Paying Agents; Additional Transfer Agent.
(a) The Province hereby appoints the Fiscal Agent, at present having an office at
111 Wall Street, 14th Floor, New York, New York 10043, as registrar, fiscal
agent, transfer agent and principal paying agent of the Province for the
Debentures, upon the terms and conditions set forth herein and the Fiscal Agent
accepts such appointments. Any successors to the Fiscal Agent as registrar,
fiscal agent, transfer agent and principal paying agent are hereinafter
referred to, in such capacities, as the “Fiscal Agent”.



		
	 	     (b) The Province may from time to time appoint one or more
additional agents (hereinafter referred to as a “Paying Agent” or the
“Paying Agents”) for the payment (subject to the applicable laws and
regulations) of the principal of and interest and Additional Amounts (as
defined in the terms and conditions of the Debentures), if any, on the
Debentures at such place or places as the Province may determine pursuant
to a paying agency agreement (a “Paying Agency Agreement”). The Province
may at any time terminate the appointment of any Paying Agent provided,
however, that as long as the Debentures are listed on the Luxembourg
Stock Exchange, the Province will maintain a paying agent in Luxembourg.
The Province will keep the Fiscal Agent informed as to the name, address,
and telephone and facsimile numbers of each Paying Agent appointed by it
and will notify the Fiscal Agent of the resignation or termination of the
appointment of any Paying Agent. The Province hereby appoints Dexia
Banque, at present having an office at 69, route d’Esch, L-2953,
Luxembourg, as the paying agent in Luxembourg of the Province for the
Debentures, upon the terms and conditions set forth herein. Dexia Banque
accepts such appointment and, along with its successors as such paying
agent in Luxembourg, is hereinafter referred to, in such capacity, as a
“Paying Agent”. The Province shall arrange with each Paying Agent for
the payment, as provided herein, of the principal of and interest and
Additional Amounts, if any, on the Debentures on terms approved by the
Province (further references herein to principal and interest shall be
deemed to also refer to any Additional Amounts).




		
	 	     (c) The Province may from time to time appoint one or more
additional agents for the processing of applications for registration of
transfer or exchange of fully registered Debentures in definitive form
(hereinafter referred to as an “Additional Transfer Agent” or “Additional
Transfer Agents” and, together with the Fiscal Agent, in its capacity as
transfer agent of the Province, the “Transfer Agents” or individually a



 






 





		
	 	“Transfer Agent”). The Province may at any time terminate the
appointment of any Additional Transfer Agent; provided, however, that as
long as the Debentures are listed on the Luxembourg Stock Exchange, and
the rules of such exchange so require, the Province will maintain an
Additional Transfer Agent in Luxembourg. The Province will keep the
Fiscal Agent informed as to the name, address and telephone and facsimile
numbers of each Additional Transfer Agent appointed by it and will notify
the Fiscal Agent of the resignation or termination of the appointment of
any Additional Transfer Agent. The Province hereby appoints Dexia Banque
as the transfer agent in Luxembourg of the Province for the Debentures,
upon the terms and conditions set forth herein. Dexia Banque accepts
such appointment and, along with its successors as such transfer agent in
Luxembourg, is hereinafter referred to, in such capacity, as a “Transfer
Agent” or “Additional Transfer Agent”.



     3.     Form. (a) The Debentures shall initially be issued in the form of a
fully registered global certificate without coupons (such registered global
certificate and any registered global certificate issued upon any transfer or
exchange thereof or in replacement therefor is hereinafter referred to as the
“Global Bond”). The Global Bond shall be registered in the name of Cede & Co.,
as nominee of DTC and be held by DTC or its custodian. As long as DTC or its
respective nominee is the registered holder of the Global Bond, it will be
considered the sole owner and registered holder of the Debentures for all
purposes hereunder and under the Global Bond. None of the Province, the Fiscal
Agent or any Paying Agent will have any responsibility or liability for any
aspect of the records relating to or payments made by DTC on account of
beneficial interests in the Global Bond. Except as provided in Section 6
hereof, owners of beneficial interests in the Global Debentures will not be
entitled to have Debentures registered in their names, will not receive or be
entitled to receive Debentures in definitive registered form and will not be
considered owners or registered holders thereof under this Agreement. The
Global Bond will be substantially in the form attached hereto as Exhibit 1.



		
	 	     (b) All Debentures (including the Global Bond) shall be executed on
behalf of the Province by the signature of the Minister of Finance or of
another duly authorized official of the Department of Finance, and shall
be sealed with the manual or facsimile seal of the Minister of Finance.
In the event that any official of the Province who shall have signed or
whose facsimile signature shall appear upon any of the Debentures shall
cease to hold such office before the Debentures so signed shall actually
have been countersigned, registered or delivered, such Debentures
nevertheless may be countersigned, registered and delivered with the same
force and effect as though such person who signed such Debentures had not
ceased to be such official of the Province.



     4.     Countersignature. The Fiscal Agent shall, upon receipt of Debentures
duly executed and sealed on behalf of the Province together with a written
order or orders to countersign and deliver Debentures in a stated principal
amount, (i) countersign and register not more than the said aggregate principal
amount of Debentures and deliver them in accordance with the written order or
orders of the Province and (ii) thereafter countersign, register and deliver
Debentures in accordance with the provisions of Sections 5, 6 and 8 of this
Agreement. The total amount of the Debentures to be issued and outstanding at
any time, whether in the form of the Global Bond or Debentures in definitive
registered form, issued in exchange for the Global Bond, shall not exceed
U.S.$350,000,000 in aggregate principal amount, plus the aggregate principal
amount of any additional Debentures issued by the Province pursuant to any
supplement hereto in accordance with Section 15 of this Agreement. The
Province hereby appoints any officer of the


2






 


Fiscal Agent as an authorized signing officer for the purpose of
countersigning the Debentures and the Fiscal Agent accepts such appointment on
behalf of its officers.


     5.     Registration, Transfers and Exchanges. (a) The Fiscal Agent, as agent
of the Province for the purpose of registration, shall at all times keep at its
principal office in the City of New York, a register or registers (hereinafter
the “Register” or “Registers”) for the registration and registration of
transfers and exchanges of Debentures, in which shall be entered the names and
addresses of the registered holders of Debentures and the principal amount of
and other particulars of the Debentures held by them. Subject to Section 6
hereof, upon surrender for registration of transfer of any Debenture at said
office, the Fiscal Agent shall countersign, register and deliver, in the name
of the transferee or transferees, a new Debenture or Debentures for a like
aggregate principal amount. Subject to Section 6 hereof, upon surrender of any
Debenture at said office for exchange, the Fiscal Agent shall countersign,
register and deliver, in exchange for such Debenture, a new Debenture or new
Debentures of the appropriate authorized denomination(s) and for a like
aggregate principal amount in accordance with the provisions of the Debentures.
The Province and the Fiscal Agent shall not be required to make any exchange
of Debentures if as a result thereof, the Province would incur adverse tax or
other similar consequences under the laws or regulations of any jurisdiction in
effect at the time of the exchange.



		
	 	     (b) All new Debentures countersigned and delivered by the Fiscal
Agent upon registration of transfer or in exchange for Debentures of
other denominations shall be so dated the date of such countersignature.




		
	 	     (c) All Debentures presented or surrendered for registration of
transfer, exchange or payment shall be accompanied by a written
instrument or instruments of transfer in form satisfactory to the Fiscal
Agent, which form shall be in accordance with prevailing transfer
regulations and practices and duly executed by the registered holder or
its duly authorized attorney.




		
	 	     (d) The Fiscal Agent and each Additional Transfer Agent shall not
impose any service charge on the registered holder on any such
registration of transfer or exchange of Debentures in the normal course
of business; provided, however, the Province may require of the party
requesting such transfer or exchange, as a condition precedent to the
exercise of any right of transfer or exchange contained in this Agreement
or in the Debentures, the payment of a sum sufficient to cover any stamp
or other tax or other governmental charge payable in connection
therewith.




		
	 	     (e) The Province, the Fiscal Agent and any Paying Agent or Transfer
Agent may treat the person in whose name any Debenture is registered as
the absolute owner of such Debenture for the purpose of receiving payment
of principal of and interest on such Debenture, and all other purposes
whatsoever, whether or not such Debenture be overdue, and none of the
Province, the Fiscal Agent or any Paying Agent or Transfer Agent shall be
affected by any notice to the contrary and any such payment shall be a
good and sufficient discharge to the Province, the Fiscal Agent and any
Paying Agent or Transfer Agent for the amount so paid.




		
	 	     (f) The Fiscal Agent shall not be required to register any transfer
or exchange of Debentures (and any Additional Transfer Agent shall not be
required to accept presentment of fully registered Debentures in
definitive form for registration of



3






 





		
	 	transfer or exchange by the Fiscal Agent) during the period from the
Regular Record Date (as defined in the Debentures) to the Interest
Payment Date (as defined in the Debentures). For the purposes of any
interest payment made in accordance with Section 7(a), (b) or (c) hereof,
such payment shall be made to those persons in whose names Debentures are
registered on such Regular Record Date.




		
	 	     (g) Each Additional Transfer Agent, as agent of the Province for
such purpose, shall maintain an office in its jurisdiction at which fully
registered Debentures in definitive form may be presented for
registration of transfer or exchange by the Fiscal Agent in accordance
with this Agreement. Each Additional Transfer Agent shall promptly
forward to the Fiscal Agent all such Debentures received by it, together
with the written instrument or instruments of transfer referred to above.



     6.     Special Provisions Relating to the Global Bond. (a) Unless the Global
Bond is presented by an authorized representative of DTC to the Province, the
Fiscal Agent or their respective agents for registration of transfer, exchange
or payment, and any replacement Global Bond issued is registered in the name of
a nominee of DTC as requested by such authorized representative and any payment
is made to such nominee of DTC, any transfer, pledge or other use of the Global
Bond for value or otherwise shall be wrongful since the registered holder
thereof has an interest therein.



		
	 	     (b) Except as provided in this subparagraph, Debentures will not be
issued in definitive registered form. If at any time DTC notifies the
Province that it is unwilling or unable to continue as depositary for the
Global Bond or if at any time DTC ceases to be a clearing agency
registered under the Securities Exchange Act of 1934, or other applicable
U.S. securities legislation, or otherwise ceases to be eligible to be a
depositary, the Province shall appoint a successor depositary with
respect to the Global Bond. If a successor depositary for the Global
Bond is not appointed by the Province as soon as reasonably practicable
after the Province receives such notice or becomes aware of such
ineligibility, the Province shall execute and seal Debentures in
definitive registered form, and the Fiscal Agent, upon receipt thereof,
shall countersign and deliver such Debentures in definitive registered
form without coupons, in denominations of U.S.$1,000 and integral
multiples thereof, in an aggregate principal amount equal to the
aggregate principal amount of the Global Bond as of the exchange date.



     The Province may at any time and in its sole discretion determine not to
have any of the Debentures held in the form of the Global Bond. In such event,
the Province shall execute and seal Debentures in definitive registered form,
and the Fiscal Agent, upon receipt thereof, shall countersign and deliver such
Debentures in definitive registered form without coupons, in denominations of
U.S.$1,000 and integral multiples thereof, in an aggregate principal amount
equal to the aggregate principal amount of the Global Bond as of the exchange
date.


     Upon the exchange of the Global Bond for Debentures in definitive
registered form, the Fiscal Agent shall cancel the Global Bond and shall reduce
the holdings of Cede & Co. on the Register to nil. Debentures in definitive
registered form issued in exchange for the Global Bond pursuant to this section
shall be registered in such names as DTC, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Fiscal Agent
or the Province. The Fiscal Agent shall deliver such Debentures in definitive
registered form to or as directed by the persons in whose names such definitive
registered Debentures are so registered and, to the extent


4






 




reasonably practicable in the circumstances, shall direct all payments to be
made in respect of such Debentures in definitive registered form to the
registered holders thereof on or after such exchange regardless of whether such
exchange occurred after the record date for such payment.


     All Debentures in definitive registered form issued upon the exchange of
the Global Bond shall be valid obligations of the Province, evidencing the same
debt, entitled to the same benefits and subject to the same terms and
conditions (except insofar as they relate specifically to the Global Bond) as
the Global Bond surrendered upon such exchange.


     7.     Payment. (a) The Province will pay to the Fiscal Agent no later than
12:00 noon New York City time, in same day funds, in such coin or currency of
United States as at the time of payment is legal tender for payment of public
and private debts, to an account to be specified by the Fiscal Agent, on the
day on which the same shall become due (or, the next succeeding Business Day if
such due date falls upon a day which is not a Business Day as defined below),
all amounts to be paid on the Debentures for principal and interest on that
date as required by the terms of the Debentures. The Province hereby
authorizes and directs the Fiscal Agent, from the funds so paid to it, to make
payment of the principal and interest in respect of the Debentures in
accordance with their terms and the provisions set forth below. For the
purposes of this Section 7, “Business Day” shall mean a day that is not a
Saturday or a Sunday and on which, in the City of New York, banking
institutions are not generally authorized or obligated by law, regulation or
executive order to be closed. The obligation of the Fiscal Agent to make
payments of principal and interest to holders of the Debentures through DTC, by
check or otherwise is in all cases subject to the prior receipt by the Fiscal
Agent from the Province of the funds required to make such payments.



		
	 	     (b) Payment of principal of and interest on the Global Bond shall be
made in U.S. dollars to the Fiscal Agent. The Fiscal Agent shall pay such
amounts payable to Cede & Co., as nominee of DTC, in same day funds.




		
	 	     (c) Payment of principal in respect of Debentures in definitive
registered form issued pursuant to Section 6(b) hereof shall be made in
U.S. dollars against surrender at the office of the Fiscal Agent in The
City of New York, or at the office of any Paying Agent appointed by the
Province for such purpose pursuant to this Agreement and any Paying Agent
Agreement. Payment of interest due prior to or on the Maturity Date will
be made by forwarding by post or otherwise delivering a check payable in
U.S. dollars to the registered address of registered holders of
Debentures, or, at the option of the Province, otherwise transferring
funds to the registered holders of the Debentures. Such check shall be
dated the due date for payment and made payable to the order of the
registered holder or, in the case of joint registered holders, to the
order of all such joint holders (failing instructions from them to the
contrary) and shall be sent to the address of the one of such joint
holders whose name stands first in the register as one of such joint
holders. Subject to Section 7(a), the Fiscal Agent shall mail or
otherwise deliver such checks to the names and addresses of registered
holders of Debentures sufficiently in advance of the relevant due date
for payment that receipt of such checks by registered holders on or
before the due date is reasonably assured.




		
	 	     (d) All monies paid to the Fiscal Agent under Section 7(a) of this
Agreement shall be held by it in a separate account from the moment when
such money is received until the time of actual payment, in trust for the
registered holders of Debentures to be



5






 





		
	 	applied by the Fiscal Agent to payments due on the Debentures at the time
and in the manner provided for in this Agreement and the Debentures,
provided that if the Fiscal Agent shall fail to duly make any such
payment due on the Debentures and, as a result of such failure, the
Province otherwise duly makes such payments to the registered holders of
Debentures, the Fiscal Agent shall thereupon hold such monies paid to it
under Section 7(a) in trust for the Province. Any money deposited with
the Fiscal Agent for the payment of the principal or interest in respect
of any Debenture remaining unclaimed for two years after such principal
or interest shall have become due and payable shall be repaid to the
Province without interest, and the registered holder of a Debenture may
thereafter look only to the Province for any payment to which such holder
may be entitled.




		
	 	     (e) All monies paid to any Paying Agent for the payment of principal
of or interest on any Debentures shall be held by it in a separate
account from the moment when such money is received until the time of
actual payment, in trust for the registered holders of such Debentures,
and shall be applied as set forth herein and in the Debentures.



     8.     Mutilated, Destroyed, Stolen or Lost Debenture Certificates. (a) If
any Debenture certificate is mutilated, defaced, destroyed, stolen or lost,
application for replacement shall be made to the Fiscal Agent who shall
promptly transmit such application to the Province. Such application shall be
accompanied by the mutilated or defaced certificate or proof, satisfactory to
the Province in its discretion, of the destruction, theft or loss of the
certificate; and upon receipt by the Province of an indemnity satisfactory to
it, the Province shall execute a new certificate of like tenor, and upon
written instructions from the Province, the Fiscal Agent shall thereupon cancel
the mutilated or defaced certificate and adjust the Register to reflect the
cancellation, destruction, theft or loss of a certificate, as the case may be,
and countersign, register and deliver such new certificate in exchange for the
mutilated or defaced certificate or in substitution for the destroyed, stolen
or lost certificate. Such replacement certificate shall be dated the date of
the countersignature. All expenses associated with procuring any indemnity and
with the preparation, countersignature and delivery of a replacement
certificate will be borne by the registered holder of the mutilated, defaced,
destroyed, stolen or lost Debenture certificate.



		
	 	     (b) Whenever any Debenture, alleged to have been lost, stolen or
destroyed for which a replacement Debenture has been issued, is presented
to the Fiscal Agent or any Paying Agent for payment on the Maturity Date
or for registration of transfer or exchange, the Fiscal Agent or the
Paying Agent, as the case may be, shall promptly notify the Province in
respect thereof and shall deal with such Debenture only in accordance
with the Province’s instructions.



     9.     Maturity, Redemption and Purchases. (a) Unless previously
repurchased by the Province, as provided below, the principal amount of the
Debentures is due and payable on January 17, 2006 (the “Maturity Date”).



		
	 	     (b) The Province may, at any time, purchase Debentures in the open
market, or by tender or by private contract at any price, in accordance
with applicable law and may cause the Fiscal Agent to cancel any
Debentures so purchased.



6






 





     10.     Cancellation and Destruction. All Debentures which are paid on the
Maturity Date, purchased by the Province and surrendered to the Fiscal Agent
for cancellation or surrendered for registration of transfer or exchange for
other certificates or for replacement, shall be canceled by the Fiscal Agent
who shall register such cancellation. The Fiscal Agent shall, as soon as
practicable after the date of cancellation of Debentures under this section or
Section 8(a) or the date that the register is adjusted to reflect the
destruction, theft or loss of a certificate pursuant to Section 8(a) hereof,
furnish the Province with a certificate or certificates stating the serial
numbers, dollar value and total number of Debentures that have been canceled.
The Fiscal Agent shall dispose of all canceled Debentures in accordance with
the practices adopted by the Fiscal Agent or, upon the instructions of the
Province shall return such Debentures to the Province, and shall furnish the
Province, on a timely basis, certificates of disposal stating the serial
numbers, dollar value and total number of all Debentures disposed thereunder.


     11.  (a) Limit on Liability. In acting under this Agreement, the Fiscal
Agent, any Paying Agent and any Transfer Agent are acting solely as agents of
the Province and do not assume any obligation or relationship of agency or
trust for or with any of the registered holders of the Debentures, except that
all funds held by the Fiscal Agent or any Paying Agent for payment of principal
or interest shall be held in trust for the registered holders of Debentures as
provided in this Agreement.



		
	 	     (b) Rights and Liabilities of Fiscal Agent, Paying Agent and
Transfer Agent. The Fiscal Agent, each Paying Agent and each Transfer
Agent shall incur no liability for, or in respect of, any action taken,
omitted to be taken or suffered by it in reliance upon any Debenture,
certificate, affidavit, instruction, notice, request, direction, order,
statement or other paper, document or communications reasonably believed
by it to be genuine. Any order, certificate, affidavit, instruction,
notice, request, direction, statement or other communication from the
Province made or given by it and sent, delivered or directed to the
Fiscal Agent under, pursuant to, or as permitted by, any provision of
this Agreement shall be sufficient for purposes of this Agreement if such
communication is in writing and signed by any authorized officer of the
Province or its attorney duly authorized in writing.




		
	 	     (c) Right of Agent to Own Debentures. The Fiscal Agent, each Paying
Agent and each Transfer Agent, and their respective officers, directors
and employees, may become the holder of, or acquire any interest in, any
Debentures, with the same rights that it or they would have if it were
not the Fiscal Agent, a Paying Agent or a Transfer Agent hereunder, or
they were not such officers, directors or employees, and may engage or be
interested in any financial or other transaction with the Province and
may act on, or as depositary, trustee or agent for, any committee or
body of registered holders of Debentures or other obligations of the
Province as freely as if it were not the Fiscal Agent, a Paying Agent or
a Transfer Agent hereunder or they were not such officers, directors or
employees.




		
	 	     (d) Authorized Signatories. Except as otherwise specifically
provided herein or in the Debentures, any order, certificate, notice,
request, direction or other communication from the Province, made or
given under any provision of this Agreement, shall be sufficient if
signed by an authorized signatory of the Province (an “Authorized
Signatory”). From time to time the Province will furnish the Fiscal
Agent with a certificate as to the incumbency and specimen signatures of
persons who are then



7






 





		
	 	Authorized Signatories. Until the Fiscal Agent receives a subsequent
certificate from the Province, the Fiscal Agent shall be entitled to rely
on the last such certificate delivered to them for purposes of
determining the Authorized Signatories.




		
	 	     (e) No Duties in Event of Default by Province. The Fiscal Agent
shall not have any duty or responsibility in case of any default by the
Province in the performance of its obligations (including, without
limiting the generality of the foregoing, any duty or responsibility to
accelerate all or any of the Debentures or to initiate or to attempt to
initiate any proceedings at law or otherwise or to make any demand for
the payment thereof upon the Province or any other person). If at any
time any Fiscal Agent or any Paying Agent or Transfer Agent is served
with any judicial or administrative order, judgment, decree, writ or
other form of judicial or administrative process which in any way affects
it in respect of its rights, duties or obligations hereunder, such Fiscal
Agent or Paying Agent or Transfer Agent is authorized to comply therewith
in any manner as it or its legal counsel of its own choosing deems
appropriate; and if such Fiscal Agent or Paying Agent or Transfer Agent
complies with any such judicial or administrative order, judgment,
decree, writ or other form of judicial or administrative process, such
Fiscal Agent or Paying Agent or Transfer Agent shall not be liable to
any of the parties hereto or to any other person or entity even though
such order, judgment, decree, writ or process may be subsequently
modified or vacated or otherwise determined to have been without legal
force or effect.



     12.     Expenses and Indemnity. (a) In connection with the Fiscal Agent’s
appointment and duties as Fiscal Agent, the Province will pay the Fiscal Agent
from time to time compensation in an amount separately agreed upon by the
Province and the Fiscal Agent. The Province will indemnify and hold harmless
the Fiscal Agent, its directors, officers, agents and employees against all
claims, actions, demands, damages, costs (including reasonable fees of
counsel), losses or liability which may be incurred by the Fiscal Agent by
reason of, or in connection with, the Fiscal Agent’s appointment and duties
hereunder, including the costs and expenses of defending itself against any
claim or liability, except as such result from any negligent act or commission,
bad faith or wilful misconduct of the Fiscal Agent or its directors, officers,
employees or agents. In addition, the Province shall, pursuant to arrangements
separately agreed upon by the Province and the Fiscal Agent, pay to the Fiscal
Agent, upon presentation of substantiating documentation satisfactory to the
Province, amounts sufficient to reimburse the Fiscal Agent for expenses,
disbursements and advances made or reasonably incurred by it in connection with
its services (including the reasonable fees, expenses and disbursements of its
agents and counsel). The obligation of the Province under this paragraph shall
survive payment of the Debentures and resignation or removal of the Fiscal
Agent.



		
	 	     (b) The Fiscal Agent agrees to indemnify and hold harmless the
Province against all claims, actions, demands, damages, costs, losses and
liabilities arising out of or relating to any negligent act or omission,
bad faith or wilful misconduct of the Fiscal Agent or its directors,
officers, employees or agents.




		
	 	     (c) Each indemnified party shall give prompt notice to each
indemnifying party of any action commenced against it in respect of which
indemnity may be sought under this Agreement but failure to so notify any
indemnifying party shall not relieve it from any liability which it may
have otherwise than on account of this indemnity. An indemnifying party
may participate at its own expense in the defense of such action. If it



8






 





		
	 	so elects within a reasonable time after receipt of such notice, an
indemnifying party may assume the defense of such action with legal
advisors chosen by it and approved by the indemnified party defendant in
such action, unless such indemnified party reasonably objects to such
assumption on the ground that there may be legal defenses available to it
which are different from or in addition to those available to such
indemnified party, but an indemnifying party may not settle any action
commenced against an indemnified party without the written consent of the
indemnified party. In order to be entitled to an indemnity with respect
to a claim hereunder, an indemnified party will not, without the prior
written consent of the indemnifying party (which consent shall not be
unreasonably withheld), settle or compromise or consent to the entry of
any judgment with respect to such pending or threatened claim, action,
suit or proceeding in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnifying party is an
actual or potential party to such claim or action). If an indemnifying
party assumes the defense of any such action, the indemnified party shall
not be liable for any fees or expenses of the legal advisors of the
indemnified party incurred thereafter in connection with such action.
Unless otherwise agreed, in no event shall the indemnifying party be
liable for the fees and expenses of more than one legal advisor for the
indemnified party in connection with any one action or separate but
similar or related actions arising out of the same general allegations or
circumstances.



     13.  (a) Successor Fiscal Agent. The Province agrees that there shall at
all times be a Fiscal Agent hereunder and that the Fiscal Agent shall be a bank
or trust company, organized and doing business under the laws of the State of
New York or the federal laws of the United States applicable therein, in good
standing and having a place of business in The City of New York, and authorized
under such laws to exercise corporate trust powers; provided, however, that the
Province may choose to act at any time as its own registrar, fiscal agent,
transfer agent or principal paying agent upon reasonable notice to the Fiscal
Agent.



		
	 	     The Fiscal Agent shall not transfer or assign this Agreement or any
interest or obligation herein without the Province’s prior written
consent. Any corporation into which the Fiscal Agent hereunder may be
amalgamated, merged or converted, or any corporation with which the
Fiscal Agent may be consolidated, or any corporation resulting from any
merger, conversion or consolidation, to which the Fiscal Agent shall sell
or otherwise transfer all or substantially all of the corporate trust
business of the Fiscal Agent, provided that it shall be qualified as
aforesaid, shall be the successor Fiscal Agent under this Agreement
without the execution or filing of any paper or any further act on the
part of any of the parties hereto, but subject to prior notice to and the
prior written approval of the Province.




		
	 	     (b) Resignation. The Fiscal Agent may at any time resign by giving
written notice to the Province of its resignation, specifying the date on
which its resignation shall become effective (which shall not be less
than 60 days after the date on which such notice is given unless the
Province shall agree to a shorter period); provided that no such notice
shall expire less than 30 days before or 30 days after the due date for
any payment of principal or interest in respect of the Debentures. The
Province may remove the Fiscal Agent at any time by giving 30 days
written notice to the Fiscal Agent, specifying the date on which such
removal shall become effective. Such resignation or removal shall only
take effect upon the appointment by the Province of a successor Fiscal
Agent and upon the acceptance of such appointment by such successor
Fiscal Agent. Any Paying



9






 





		
	 	Agent may resign or may be removed at any time upon like notice, and the
Province in any such case may appoint in substitution therefor a new
Paying Agent or Paying Agents. If no successor Fiscal Agent is appointed
within the time specified for resignation or removal then the Fiscal
Agent may petition a court of competent jurisdiction for the appointment
of a replacement.




		
	 	     (c) Bankruptcy or Insolvency of Fiscal Agent. The appointment of
the Fiscal Agent hereunder shall forthwith terminate, whether or not
notice of such termination shall have been given, if at any time the
Fiscal Agent becomes incapable of performing its duties hereunder, or is
adjudged bankrupt or insolvent, or files a voluntary petition in
bankruptcy or makes an assignment for the benefit of its creditors or
consents to the appointment of a liquidator or receiver of all or any
substantial part of its property or admits in writing its inability to
pay or meet its debts as they mature or suspends payment thereof, or if a
resolution is passed or an order made for the winding up or dissolution
of the Fiscal Agent, or if a liquidator or receiver of the Fiscal Agent
or of all or any substantial part of its property is appointed, or if any
order of any court is entered approving any petition filed by or against
it under the provisions of any applicable bankruptcy or insolvency law,
or if any public officer takes charge or control of the Fiscal Agent or
its property or affairs for the purposes of rehabilitation, conservation
or liquidation.




		
	 	     (d) Appointment of Successor. Prior to the effective date of any
such resignation or removal of the Fiscal Agent, or if the Fiscal Agent
shall become unable to act as such or shall cease to be qualified as
aforesaid, the Province shall appoint a successor Fiscal Agent, qualified
as aforesaid. Upon the appointment of a successor Fiscal Agent and its
acceptance of such appointment, the retiring Fiscal Agent shall, at the
direction of Province and upon payment of its compensation and expenses
then unpaid, deliver and pay over to its successor any and all
securities, money and any other properties then in its possession as
Fiscal Agent and shall thereupon cease to act hereunder.




		
	 	     (e) Payment of Certain Fiscal Agent’s Fees Upon Termination. If the
Fiscal Agent resigns pursuant to Section 13(b) of this Agreement or
ceases to act as the Province’s fiscal agent in respect of the Debentures
pursuant to Section 13(c) of this Agreement, the Fiscal Agent shall only
be entitled to annual fees otherwise payable to it under this Agreement
on a pro rata basis for that period since the most recent anniversary of
this Agreement during which the Fiscal Agent has acted as fiscal agent
hereunder. In the event that the Fiscal Agent ceases to act as the
Province’s fiscal agent in respect of the Debentures for any other
reason, the Fiscal Agent shall be entitled to receive the full amount of
the annual fees payable to it in respect of the Debentures pursuant to
Section 12 of this Agreement.



     14.     Meetings of Holders of Debentures. (a) The Fiscal Agent shall convene
a meeting of the registered holders of the Debentures for any lawful purpose
affecting their interests upon receipt of a written request of the Province or
a written request signed in one or more counterparts by the registered holders
of not less than 10% of the principal amount of the Debentures then outstanding
and upon being indemnified to its reasonable satisfaction by the Province or
the registered holders of Debentures signing such request, as the case may be,
against the costs which may be incurred in connection with the calling and
holding of such meeting. If


10






 




the Fiscal Agent fails to give notice convening such meeting within 30 days
after receipt of such request and indemnity, the Province or such registered
holders of Debentures, as the case may be, may convene such meeting. Every
such meeting shall be held in The City of New York, or such other place as may
be approved or determined by the Province and acceptable to the Fiscal Agent.



		
	 	     (b) At least 21 days’ notice of any meeting shall be given to the
registered holders of the Debentures in the manner provided pursuant to
the terms and conditions of the Debentures and a copy thereof shall be
sent by post to the Fiscal Agent unless the meeting has been called by
the Fiscal Agent, and to the Province. Such notice shall state the time,
place and purpose of the meeting and the general nature of the business
to be transacted thereat, and shall include a statement to the effect
that, prior to 48 hours before the time fixed for the meeting, those
persons recorded in the Register shall be entitled to obtain voting
certificates for the Debentures registered in their respective names and
appointing proxies (subject to such procedures and requirements as the
Province and the Fiscal Agent may prescribe), but it shall not be
necessary for any such notice to set out the terms of any resolution to
be proposed at such meeting or any other provisions.




		
	 	     (c) A registered holder of Debentures may appoint any person by
instrument in writing as the holder’s proxy in respect of a meeting of
the registered holders of Debentures or any adjournment of such meeting,
and such proxy shall have all rights of the registered holder of
Debentures in respect of such meeting. All written notices to DTC of
meetings shall contain a requirement that the registered holders of
Debentures must notify clearing system participants and, if known,
beneficial owners of Debentures of the meeting in accordance with
procedures established from time to time by such clearing systems. The
registered holders of Debentures shall seek voting instructions on the
matters to be raised at such meeting from the clearing system
participants or, if known, from the beneficial owners of Debentures.




		
	 	     (d) Some person, who need not be a registered holder of Debentures,
nominated in writing by the Province shall be chairman of the meeting and
if no person is so nominated or if the person so nominated is not present
within 15 minutes from the time fixed for the holding of the meeting, the
registered holders of the Debentures present in person or by proxy shall
choose some person present to be chairman, and, failing such choice, the
Province may appoint a chairman.




		
	 	     (e) At a meeting of registered holders of Debentures, a quorum shall
consist of one or more registered holders of Debentures present in person
or by proxy who represent at least a majority in principal amount of the
Debentures at the time outstanding. If a quorum of the registered
holders of Debentures shall not be present within one-half hour after the
time fixed for holding any meeting, the meeting, if convened by or at the
request of registered holders of Debentures, shall be dissolved, but if
otherwise convened the meeting shall stand adjourned without notice to
the same day in the next week (unless such day is not a business day in
the place where the meeting is to take place, in which case it shall
stand adjourned until the next such business day following thereafter) at
the same time and place unless the chairman appoints some other place in
The City of New York, or some other day or time of which not less than
seven (7) days’ notice shall be given in the manner provided above. At
the adjourned meeting one or more registered holders of Debentures
present in person or by proxy shall constitute a quorum and may transact
the business for which the meeting was originally



11






 





		
	 	convened notwithstanding that they may not represent at least a majority
in principal amount of the Debentures then outstanding.




		
	 	     (f) The chairman of any meeting at which a quorum of the registered
holders of Debentures is present may, with the consent of the registered
holder(s) or a majority of principal amount of the Debentures represented
thereat, adjourn any such meeting and no notice of such adjournment need
be given except such notice, if any, as the meeting may prescribe.




		
	 	     (g) Every motion or question submitted to a meeting shall be decided
by Extraordinary Resolution (as defined below) and in the first place by
the votes given on a show of hands. At any such meeting, unless a poll
is duly demanded as herein provided, a declaration by the chairman that a
resolution has been carried or carried unanimously or by a particular
majority or lost or not carried by a particular majority shall be
conclusive of the fact. On any question submitted to a meeting when
ordered by the chairman or demanded by a show of hands by one or more
registered holders of Debentures acting in person or by proxy and holding
at least 2% in principal amount of the Debentures then outstanding, a
poll shall be taken in such manner as the chairman shall direct.




		
	 	     (h) On a poll, each registered holder of Debentures present in
person or represented by a proxy duly appointed by an instrument in
writing shall be entitled to one vote in respect of each U.S. $1,000
principal amount of Debentures of which the person shall then be the
registered holder. A proxy need not be a registered holder of
Debentures. In the case of Debentures held jointly, any one of the joint
registered holders present in person or by proxy may vote in the absence
of the other or others; but in case more than one of them be present or
by proxy, only one of them may vote in respect of each U.S. $1,000
principal amount of Debentures of which they are joint registered
holders.




		
	 	     (i) The Province and the Fiscal Agent, by their authorized
representatives, officers and directors, and the financial and legal
advisors of the Province and the Fiscal Agent, may attend any meeting of
the registered holders of Debentures, but shall have no vote as such.




		
	 	     (j) Except as set forth in Section 18 hereof, the registered holders
of the Debentures may consent by Extraordinary Resolution (as defined
below) to any modification or amendment proposed by the Province to this
Agreement and the Debentures. An Extraordinary Resolution duly passed at
any such meeting shall be binding on all registered holders of
Debentures, whether present or not; provided, however, that no such
modification or amendment to this Agreement or to the terms and
conditions of the Debentures shall, without the consent of the registered
holder of each such Debenture affected thereby: (a) change the Maturity
Date of any Debenture or change any Interest Payment Date; (b) reduce the
principal amount of any such Debenture or change the Interest Rate: (c)
change the currency of payment of any such Debenture; (d) impair the
right to institute suit for the enforcement of any such payment on or
with respect to such Debenture; or (e) reduce the percentage of the
principal amount of Debentures necessary for the taking of any action,
including modification or amendment of this Agreement or the terms and
conditions of the Debentures, or reduce the quorum required at any
meeting of registered holders of Debentures.



12






 







     The term “Extraordinary Resolution” is defined as a resolution passed at a
meeting of registered holders of Debentures held in accordance with the
provisions of this Agreement and the Debentures by the affirmative vote of the
registered holders of not less than 66 2/3% of the principal amount of
Debentures represented at the meeting in person or by proxy and voting on the
resolution or as an instrument in writing signed by the registered holders of
not less than 66 2/3% in principal amount of the outstanding Debentures.



		
	 	     (k) Minutes of all resolutions and proceedings at every meeting of
registered holders of Debentures held in accordance with the provisions
of this Agreement shall be made and entered in books to be from time to
time provided for that purpose by the Fiscal Agent at the expense of the
Province and any such minutes, if signed by the chairman of the meeting
at which such resolutions were passed or proceedings taken, or by the
chairman of the next succeeding meeting of the registered holders of
Debentures, shall be prima facie evidence of the matters therein stated
and, until the contrary is proved, every such meeting, in respect of the
proceedings of which minutes shall have been made, shall be deemed to
have been duly held and convened, and all resolutions passed and
proceedings taken thereat to have been duly passed and taken.




		
	 	     (l) Every Extraordinary Resolution passed in accordance with the
provisions of this Agreement at a meeting of registered holders of
Debentures shall be binding upon all the registered holder of Debentures,
whether present at or absent from such meeting, and every instrument in
writing signed by registered holders of Debentures in accordance with
paragraph (j) of this Section 14 shall be binding upon all the registered
holders of Debentures (whether or not a signatory). Subject to the
provisions for its indemnity herein contained, the Fiscal Agent shall be
bound to give effect accordingly to every such Extraordinary Resolution.




		
	 	     (m) The Province may from time to time make and from time to time
vary such regulations as it shall from time to time deem fit:




		
	 	     (i) for the deposit of instruments appointing proxies at such
place as the Fiscal Agent, the Province or the registered holders
of Debentures convening a meeting, as the case may be, may in the
notice convening such meeting direct; and




		
	 	     (ii) for the deposit of instruments appointing proxies at
some approved place or places other than the place at which the
meeting is to be held and enabling particulars of such instruments
appointing proxies to be mailed, cabled or sent by any other means
of recorded communications before the meeting to Province or to
the Fiscal Agent at the place where the same is to be held and for
the voting of proxies so deposited as though the instruments
themselves were produced at the meeting.



     Any regulations so made shall be binding and effective and votes given in
accordance therewith shall be valid and shall be counted. Save as such
regulations may provide, the only persons who shall be entitled to vote at a
meeting of registered holders of Debentures shall be the registered holders
thereof or their duly appointed proxies.


13






 


     15.     Further Issues. The Province may from time to time, without notice to
or the consent of the registered holders of Debentures, create and issue
further Debentures ranking pari passu with the Debentures in all respects (or
in all respects except for the payment of interest accruing prior to the issue
date of such further Debentures or except for the first payment of interest
following the issue date of such further Debentures) and so that such further
Debentures shall be consolidated and form a single series with the Debentures
and shall have the same terms as to status, redemption or otherwise as the
Debentures. Any further Debentures shall be issued with the benefit of an
agreement supplemental to this Agreement.


     16.     Reports. The Fiscal Agent shall furnish to the Province such reports
as may be reasonably required by the Province relative to the Fiscal Agent’s
performance under this Agreement. The Province may, whenever it deems it
necessary and upon reasonable notice to the Fiscal Agent, inspect books and
records maintained by the Fiscal Agent pursuant to this Agreement.


     17.     Forwarding of Notice. If the Fiscal Agent shall receive any notice or
demand addressed to the Province pursuant to the provisions of the Debentures,
the Fiscal Agent shall promptly forward such notice or demand to the Province.


     18.     Amendments. This Agreement and the Debentures may be amended or
supplemented by the parties hereto, without notice to or the consent of the
registered holder of any Debenture, for the purpose of curing any ambiguity, or
of curing, correcting or supplementing any defective provision contained herein
or in the Debentures, or effecting the issue of further Debentures as described
under Section 15 of this Agreement, or in any other manner which the Province
may deem necessary or desirable and which, in the reasonable opinion of the
Province shall not adversely affect the interests of the beneficial owners of
the Debentures as set forth in a certificate of the Minister of Finance or the
Deputy Minister of Finance, the Assistant Deputy Minister of Finance — Treasury
Division or Director of Capital Finance delivered to the Fiscal Agent.


     19.     Notices. (a) Any communications from the Province to the Fiscal
Agent with respect to this Agreement shall be in English and addressed to
Citibank, N.A., 111 Wall Street, 14th Floor, New York, New York 10043, Attn:
Agency & Trust; Facsimile: (212) 657-4009, any communications from the
Province to Dexia Banque shall be addressed to Dexia Banque Internationale à
Luxembourg, société anonyme, 69, route d’Esch, L-2953, Luxembourg, and any
communications from the Fiscal Agent to the Province with respect to this
Agreement shall be addressed to the Department of Finance — Treasury Division,
Room 9, Legislative Building, 450 Broadway, Winnipeg, Manitoba R3C 0V8 (or such
other address as shall be specified in writing by the Fiscal Agent, Dexia
Banque or by the Province, as the case may be) and shall be delivered in person
or sent by first class prepaid post or by facsimile transmission subject, in
the case of facsimile transmission, to confirmation by telephone to the
foregoing addresses. Such notice shall take effect when received.



		
	 	     (b) All notices to the registered holders of Debentures will be
published in English in the Financial Times in London, England, The Wall
Street Journal in New York, U.S.A. and, as long as the Debentures are
listed on the Luxembourg Stock Exchange, in the Luxemburger Wort in
Luxembourg. If at any time publication in any such newspaper is not
practicable, notices will be valid if published in an English language
newspaper with general circulation in the respective market regions as
the



14






 





		
	 	Province, with the approval of the Fiscal Agent, shall determine. Any
such notice shall be deemed to have been given on the date of such
publication or, if published more than once or on different dates, on the
first date on which publication is made. Written notice will also be
given to DTC, provided at the time of such notice the Debentures are
represented by the Global Bond.



     20.     Governing Law and Counterparts. This Agreement shall be governed by,
and interpreted in accordance with, the laws of the State of New York. This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.


     21.     Headings. The headings for the sections of this Agreement are for
convenience only and are not part of this Agreement.


     22.     Inurement. This Agreement shall enure to the benefit of and be
binding upon the parties hereto and their respective successors and permitted
assigns.


[signature page follows]


15






 


     IN WITNESS WHEREOF, the parties hereto have executed this Fiscal Agency
Agreement as of the date first above written.



	 	PROVINCE OF MANITOBA




	 	 




	 	By: /s/ Gary Gibson                                        
      Name:
Gary Gibson
      Title:
Director of Capital Finance




	 	 




	 	CITIBANK, N.A.




	 	 




	 	By: /s/ Wafaa Orfy                                        
      Name:
Wafaa Orfy
      Title:
Vice President




	 	 




	 	DEXIA BANQUE INTERNATIONALE À

LUXEMBOURG SOCIÉTÉ ANONYME




	 	 




	 	By: /s/ Jean-Marc Richard                             
      Name:
Jean-Marc Richard
      Title:
Attaché de direction




16