Hydro Quebec Sample Contracts

Hydro-Québec US$1,000,000,000 2.000% Global Notes Series JO due June 30, 2016 Guaranteed irrevocably and unconditionally by Québec FISCAL AGENCY AGREEMENT
Fiscal Agency Agreement • June 30th, 2011 • Hydro Quebec • Electric, gas & sanitary services

WHEREAS pursuant to a terms agreement (the “Terms Agreement”), dated as of June 23, 2011, between Hydro-Québec, the Guarantor, Merrill Lynch, Pierce, Fenner & Smith Incorporated, HSBC Securities (USA) Inc., National Bank Financial Inc., and RBC Capital Markets LLC, as Representatives of the several Underwriters named therein, which incorporates by reference all of the provisions of the Underwriting Agreement Standard Provisions for Hydro-Québec’s Debt Securities Guaranteed Irrevocably and Unconditionally as to Principal, Premium and Interest by Québec, dated June 23, 2011, as amended or supplemented from time to time, Hydro-Québec has agreed to create, issue and sell $1,000,000,000 in lawful money of the United States of America (“U.S. dollars” or “US$” or “$”) aggregate principal amount of 2.000% Global Notes Series JO due June 30, 2016 (herein collectively called the “Notes”, or individually, a “Note”), guaranteed irrevocably and unconditionally by the Guarantor as to payments of pri

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Hydro-Québec US$[ ] [ ]% [ ]Series [ ] due [ ] Guaranteed irrevocably and unconditionally by Québec FORM OF FISCAL AGENCY AGREEMENT
Agency Agreement • December 22nd, 2011 • Hydro Quebec • Electric, gas & sanitary services

WHEREAS pursuant to a terms agreement (the “Terms Agreement”), dated as of [ ], between Hydro-Québec, the Guarantor and [ ], as Representative[s] of the several Underwriters named therein, which incorporates by reference all of the provisions of the Underwriting Agreement Standard Provisions for Hydro-Québec’s Debt Securities Guaranteed Irrevocably and Unconditionally as to Principal, Premium and Interest by Québec, dated [ ], as amended or supplemented from time to time, Hydro-Québec has agreed to create, issue and sell $[ ] in lawful money of the United States of America (“U.S. dollars” or “US$” or “$”) aggregate principal amount of [ ]% [ ]Series [ ] due [ ] (herein collectively called the “Notes”, or individually, a “Note”), guaranteed irrevocably and unconditionally by the Guarantor as to payments of principal and interest and Additional Amounts, if any (the “Guarantee”);

HYDRO-QUÉBEC Guaranteed Irrevocably and Unconditionally as to Principal, Premium and Interest by QUÉBEC TERMS AGREEMENT
Terms Agreement • June 30th, 2011 • Hydro Quebec • Electric, gas & sanitary services

On behalf of the several Underwriters named in Schedule I hereto and for their respective accounts, we offer to purchase on and subject to the terms and conditions of this Terms Agreement and the Underwriting Agreement Standard Provisions for Hydro-Québec’s Debt Securities Guaranteed Irrevocably and Unconditionally as to Principal, Premium and Interest by Québec, dated June 23, 2011 (the “Underwriting Agreement Standard Provisions”), the following Designated Securities on the following terms. All of the provisions of the Underwriting Agreement Standard Provisions attached hereto are herein incorporated by reference in their entirety and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Except as otherwise indicated, capitalized terms used herein have the meaning specified in the Underwriting Agreement Standard Provisions:

HYDRO-QUÉBEC Guaranteed Irrevocably and Unconditionally as to Principal, Premium and Interest by QUÉBEC FORM OF TERMS AGREEMENT
Fiscal Agency Agreement • December 22nd, 2011 • Hydro Quebec • Electric, gas & sanitary services
Hydro-Québec US$1,000,000,000 1.375% Global Notes Series JP due June 19, 2017 Guaranteed irrevocably and unconditionally by Québec
Fiscal Agency Agreement • June 19th, 2012 • Hydro Quebec • Electric, gas & sanitary services

WHEREAS pursuant to a terms agreement (the “Terms Agreement”), dated as of June 12, 2012, between Hydro-Québec, the Guarantor and Merrill Lynch, Pierce, Fenner & Smith Incorporated, CIBC World Markets Corp., HSBC Securities (USA) Inc. and RBC Capital Markets, LLC, as Representatives of the several Underwriters named therein, which incorporates by reference all of the provisions of the Underwriting Agreement Standard Provisions for Hydro-Québec’s Debt Securities Guaranteed Irrevocably and Unconditionally as to Principal, Premium and Interest by Québec, dated June 12, 2012, as amended or supplemented from time to time, Hydro-Québec has agreed to create, issue and sell $1,000,000,000 in lawful money of the United States of America (“U.S. dollars” or “US$” or “$”) aggregate principal amount of 1.375% Global Notes Series JP due June 19, 2017 (herein collectively called the “Notes”, or individually, a “Note”), guaranteed irrevocably and unconditionally by the Guarantor as to payments of prin

HYDRO-QUÉBEC MEDIUM-TERM NOTES Due Nine Months or More from Date of Issue Guaranteed unconditionally as to Principal, premium, if any, and interest by QUÉBEC CALCULATION AGENCY AGREEMENT
Calculation Agency Agreement • June 3rd, 2004 • Hydro Quebec • Electric, gas & sanitary services

AGREEMENT, dated as of June 2, 2004, between Hydro-Québec and BNY Trust Company of Canada, as calculation agent (the "Calculation Agent", which term shall, unless the context otherwise requires, include its successors and assigns).

BNY Trust Company of Canada, 4 King Street West, Suite 1101, Toronto, Ontario M5H 1B6. Re: Fiscal Agency Agreement Ladies and Gentlemen:
Letter of Agreement • June 3rd, 2004 • Hydro Quebec • Electric, gas & sanitary services

This letter of agreement (this "Agreement") will confirm the appointment by Hydro-Québec of BNY Trust Company of Canada (the "Fiscal Agent", which term shall, unless the context otherwise requires, include its successors and assigns) upon the terms and conditions set forth below to act as fiscal agent, in The City of New York, in connection with the issuance by Hydro-Québec of Medium-Term Notes Due Nine Months or More from Date of Issue (the "Notes"), guaranteed unconditionally as to payment of principal and premium, if any, and interest by Québec (the "Guarantor"). The Notes shall be sold on behalf of Hydro-Québec by Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse First Boston LLC, CIBC World Markets Corp., Citigroup Global Markets Inc., J.P. Morgan Securities Inc., Putnam Lovell NBF Securities Inc., RBC Capital Markets Corporation and Scotia Capital (USA) Inc. or such other agents as Hydro-Québec may appoint from time to time and of whose appointment the Fiscal Agen

HYDRO-QUÉBEC Debt Securities Guaranteed unconditionally as to principal, premium and interest by QUÉBEC FORM OF UNDERWRITING AGREEMENT New York, New York
Québec Terms Agreement • January 29th, 2004 • Hydro Quebec • Electric, gas & sanitary services

Merrill Lynch, Pierce, Fenner & Smith Incorporated Credit Suisse First Boston LLC CIBC World Markets Corp. Citigroup Global Markets Inc. J.P. Morgan Securities Inc. Putnam Lovell NBF Securities Inc. RBC Dominion Securities Corporation Scotia Capital (USA) Inc.

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