exv4w1






Exhibit 4.1




PROVINCE OF MANITOBA




U.S.$600,000,000



2.625% Global Debentures Series FQ due July 15, 2015



 





FISCAL AGENCY AGREEMENT



 





May 26, 2010



 









 





PROVINCE OF MANITOBA




     FISCAL AGENCY AGREEMENT, dated as of May 26, 2010, 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 Citibank, N.A., London Branch, as additional paying agent and transfer agent.



     1. Underwriting Agreement. The Province has entered into an Underwriting Agreement,
dated May 19, 2010 (the “Underwriting Agreement”), with Banc of America Securities LLC, CIBC World
Markets Corp. and RBC Capital Markets Corporation as Representatives of the several Underwriters
listed on Schedule II thereto, providing for the issue and sale by the Province of U.S.$600,000,000
aggregate principal amount of 2.625% Global Debentures Series FQ due July 15, 2015 (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 388 Greenwich Street,
14th Floor, New York, New York 10013, 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 London Stock Exchange and the rules of the London Stock
Exchange or the Financial Services Authority require, the Province will maintain a paying agent in
London. The Province will also ensure that it maintains a paying agent in a Member State of the
European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive
2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such
Directive. 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
Citibank, N.A., London Branch, at present having an office at 21st Floor, Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB, as the paying agent in London of the Province for the
Debentures, upon the terms and conditions set forth herein. Citibank, N.A., London Branch, accepts
such appointment and, along with its successors as such paying agent in London, 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 London Stock Exchange, and the rules of such exchange or the
Financial Services Authority so require, the Province will maintain an Additional Transfer Agent in
London. 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 Citibank, N.A., London Branch as the transfer agent in London of the
Province for the Debentures, upon the terms and conditions set forth herein. Citibank, N.A.,
London Branch accepts such appointment and, along with its successors as such transfer agent in
London, 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 two fully
registered global certificates without coupons (such registered global certificates 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 Bond 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



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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.$600,000,000 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 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



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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 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



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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
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



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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 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.



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     (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 July 15,
2015 (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.



     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



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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 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.



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     (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



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indemnity. An indemnifying party may participate at its own expense in the defense of such
action. If it 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



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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 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 the 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.



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     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 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.



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     (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 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



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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.



     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 holders
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.



-14-









 





     (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.



     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



-15-









 




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., 388 Greenwich
Street, 14th Floor, New York, New York 10013, Attn: Agency & Trust; Facsimile: (212) 657-4009, any
communications from the Province to Citibank, N.A., London Branch shall be addressed to Citibank,
N.A., London Branch, 21st Floor, Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, 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, 350-363 Broadway, Winnipeg, Manitoba
R3C 3N9 (or such other address as shall be specified in writing by the Fiscal Agent, Citibank,
N.A., London Branch 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 (if and for so long as the debentures are admitted to the
Official List of the UK Listing Authority and to trading on the regulated market of the London
Stock Exchange and the rules of the London Stock Exchange or the Financial Services Authority so
require) and The Wall Street Journal in New York, U.S.A. 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 Province, consistent with the
rules of the London Stock Exchange and the Financial Services Authority and 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.



     (c) Notwithstanding anything to the contrary herein, any and all communications (both text and
attachments) sent by electronic mail by or from the Fiscal Agent that the Fiscal Agent in its sole
discretion deems to contain confidential, proprietary, and/or sensitive information will be
encrypted. The recipient of the email communication will be required to complete a one-time
registration process. Information and assistance on registering and using the email encryption
technology can be found at Citibank, N.A.’s secure website at
www.citigroup.com/citigroup/citizen/privacy/email.htm or by calling (866) 535-2504 (in the U.S.) or
(904) 954-6181 at any time.



-16-









 





     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]






-17-









 








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



	 	 	 	 	 
	 	PROVINCE OF MANITOBA

 	 
	 	By:  	/s/
Garry Steski 	 
	 	 	Name:  	Garry Steski 	 
	 	 	Title:  	Director, Capital Markets 	 
	 
	 	CITIBANK, N.A.

 	 
	 	By:  	/s/
Wafaa Orfy 	 
	 	 	Name:  	Wafaa Orfy 	 
	 	 	Title:  	Vice President 	 
	 
	 	CITIBANK, N.A., LONDON BRANCH

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