QUÉBEC Debt Securities FORM OF UNDERWRITING AGREEMENT New York, New York
Exhibit (1.1)
QUÉBEC
Debt Securities
FORM OF UNDERWRITING AGREEMENT
New York, New York
[ ]
[ Names of Underwriters ]
Ladies and Gentlemen:
Québec proposes to issue and sell from time to time certain of its debt securities (the
“Securities”), registered under the registration statements referred to in Section 1(b)(i). The
Securities will be issued subject to a fiscal agency agreement, as identified in the Terms
Agreement referred to in Section 2 (the “Fiscal Agency Agreement”) between Québec and the fiscal
agent identified in the Terms Agreement referred to in Section 2, as fiscal agent, registrar,
transfer agent and principal paying agent (the “Fiscal Agent”). The Securities will be issued in
one or more series, which series may vary as to interest rates, maturities, currencies of
denomination and payment, any redemption provisions, any sinking fund requirements and other terms,
with all such terms for any particular series being determined at the time of sale. Particular
series of Securities will be sold to one or more firms to whom this Agreement is addressed, or with
such other firms as Québec may designate, and who shall agree in writing to comply with the terms
and conditions of this Agreement, for resale in accordance with the terms of offering determined at
the time of sale. The Securities involved in any such offering are hereinafter referred to as
“Designated Securities”. The firm or firms which agree to purchase any Designated Securities are
hereinafter referred to as the “Underwriters” and the firm or firms acting as a representative or
representatives of the Underwriters that are specified in the Terms Agreement referred to in
Section 2 are hereinafter referred to as the “Representatives”. In the event that only one firm
agrees to purchase any Designated Securities, references to “Underwriters” in this Agreement and
the Terms Agreement shall also be construed as references to “Representatives.”
Québec may also issue and sell warrants to purchase Securities on such terms as shall be
determined at the time of sale, in which case (i) all references herein to Securities shall be
deemed to include or refer to such warrants, (ii) the Terms Agreement referred to in Section 2
relating to such warrants shall include an additional
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covenant of Québec to use its best efforts to maintain a registration statement in respect of
Securities issuable upon exercise of warrants in effect during the entire period any warrants may
be exercised, and (iii) the opinions and other documents delivered pursuant to Section 5 shall be
appropriately modified to cover such warrants and related matters as the Underwriters, counsel to
the Underwriters, the Representatives or counsel to the Representatives may reasonably request.
Section 1: Representations and Warranties
(a) Québec represents and warrants to, and agrees with, each Underwriter that:
(i) Prior to the date hereof, all necessary actions have been duly taken by or
on behalf of Québec, and all necessary governmental approvals required by the laws
of Québec have been obtained for the offering, issuance and sale of the Designated
Securities as contemplated by this Agreement and for the performance of the
obligations assumed under the Designated Securities, this Agreement, the Terms
Agreement and the Fiscal Agency Agreement;
(ii) The Designated Securities, when issued and delivered against payment
therefor in accordance with the terms and provisions of this Agreement, the Terms
Agreement and the Fiscal Agency Agreement, will be validly issued; the Designated
Securities, following their issue, and this Agreement, the Terms Agreement and the
Fiscal Agency Agreement, following their execution and delivery, will each
constitute valid, binding, unsecured and unconditional obligations of Québec, for
the payment and performance of which the full faith and credit of Québec has been
pledged, enforceable against Québec in accordance with their respective terms,
subject to the qualifications set forth in Section 5(d)(i) and Section 5(d)(v);
(iii) The Designated Securities will rank equally among themselves and with the
other debt securities issued by Québec and outstanding at the Closing Date or
thereafter and all funds required to make payments in respect of the Designated
Securities will be taken out of the Consolidated Revenue Fund of Québec; and
(iv) Québec is not in default under the provisions of any agreement or of any
instrument evidencing or relating to any outstanding material indebtedness for
borrowed money, direct or contingent, of Québec and the execution, delivery and
performance by Québec of its obligations under this Agreement, the Terms Agreement,
the Fiscal Agency Agreement and the Designated Securities will not conflict with, or
result in any breach of, any term, condition or provision of, or constitute a
default under, any applicable law or any agreement or instrument to which Québec is
a party or by which it is bound.
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(b) Québec represents and warrants to, and agrees with, each Underwriter that:
(i) A registration statement or registration statements relating to the
Securities, including a form of prospectus which, as supplemented, shall be used in
connection with sales of all the Securities, has or have been filed with the
Securities and Exchange Commission (“SEC”) and has or have become effective. Such
registration statement or registration statements (and all material incorporated by
reference therein), as amended and supplemented at the time of any Terms Agreement
referred to in Section 2, are hereinafter referred to collectively as the
“Registration Statement”; the documents specified as such in the Terms Agreement,
taken together and including all material incorporated by reference therein, are
hereinafter referred to collectively as the “Pricing Disclosure Package”; and the
prospectus included in the Registration Statement (or, in the event that two or more
registration statements have been filed with respect to the Securities, the last of
such registration statements to be filed), as from time to time amended or
supplemented pursuant to the Securities Exchange Act of 1934, as amended (the “1934
Act”), the Securities Act of 1933, as amended (the “1933 Act”), the rules and
regulations of the SEC under the Securities Act (the “Rules and Regulations”), or as
contemplated by Section 2 to reflect the terms of the Designated Securities and the
terms of the offering thereof or otherwise, including all material incorporated by
reference therein, is hereinafter referred to as the “Prospectus”;
(ii) Each part of the Registration Statement, when such part became effective,
conformed in all respects to the requirements of the 1933 Act, the 1934 Act and the
Rules and Regulations, and did not include any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading; any preliminary prospectus or
preliminary prospectus supplement relating to the Designated Securities, at the time
of filing thereof, will conform in all material respects to the requirements of the
1933 Act and the Rules and Regulations, and will not include any untrue statement of
a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading; the Pricing Disclosure Package, as of the
Applicable Time specified in the Terms Agreement, will not include any untrue
statement of a material fact or omit to state any material fact necessary in order
to make the statements therein, in the light of the circumstances under which they
were made, not misleading; each issuer free writing prospectus, as defined in Rule
433 under the 1933 Act (each, an “Issuer Free Writing Prospectus”) listed on
Schedule II to the Terms Agreement will not conflict with the information contained
in the Registration Statement, the Pricing Disclosure Package or the Prospectus (and
is not inaccurate or
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misleading and is consistent with the information required to be in the Listing
Prospectus as defined in Section 3(g) hereof) and each such Issuer Free Writing
Prospectus, as supplemented by and taken together with the Pricing Disclosure
Package as of the Applicable Time, will not include any untrue statement of a
material fact or omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made,
not misleading; and on the date of each Terms Agreement referred to in Section 2,
the Registration Statement and Prospectus will conform in all respects to the
requirements of the 1933 Act, the 1934 Act and the Rules and Regulations and none of
such documents will include any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the statements
therein not misleading, except that the foregoing does not apply to statements or
omissions in any of such documents based upon written information, if any, furnished
to Québec by any Underwriter through the Representatives specifically for use
therein;
(iii) No registration, filing or other action for the qualification of the
Designated Securities for offer and sale by the Underwriters in Canada or any
jurisdiction or territory therein is required under the laws of Canada or any
province thereof;
(iv) There are no stamp, issue or other duties, taxes or levies payable by the
Underwriters or the holders of Designated Securities within Québec or within Canada
on or in connection with the issuance and sale of the Designated Securities or the
execution or delivery of this Agreement or the Fiscal Agency Agreement;
(v) Save as disclosed in the Prospectus (including the documents incorporated
by reference therein), Québec is not involved in any litigation or arbitration
proceedings which may have a significant effect on its financial condition, nor is
Québec aware of any such proceedings pending or threatened; and
(vi) the making of applications to the Financial Services Authority in its
capacity as competent authority (the ”UK Listing Authority”) under the Financial
Services and Markets Xxx 0000 as amended (the “FSMA”) to have the Designated
Securities admitted to the official list of the UK Listing Authority (the “Official
List”) and to the London Stock Exchange plc (the “London Stock Exchange”) to have
the Designated Securities admitted to trading on the London Stock Exchange’s
regulated market (together, “listed on the London Stock Exchange” and all references
in this agreement to “listed”, “listing”, “list” or any other variation thereof
shall mean the same) has been authorized by Québec.
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Section 2: Purchase and Offering
The obligation of the Underwriters to purchase the Designated Securities will be
evidenced by a terms agreement (the “Terms Agreement”), a form of which has been attached as
Exhibit A, at the time Québec determines to sell any Designated Securities. The Terms
Agreement shall specify the firms which will be Underwriters, the principal amount of any
Designated Securities to be purchased by each, the purchase price to be paid by the
Underwriters, any compensation or commissions to be paid to the Underwriters, the public
offering price of the Designated Securities, and the terms of any Designated Securities
including, but not limited to, interest rate, maturity, currency of denomination and payment,
any redemption provisions and any sinking fund requirements. The Terms Agreement shall also
specify the time and date of delivery and payment (such time and date, or such other time not
later than seven full business days thereafter as the Representatives and Québec agree as the
time for payment and delivery being hereinafter referred to as the “Closing Date”), the place
of delivery and payment for any Designated Securities and any details of the terms of
offering which should be reflected in the Prospectus. The obligations of each Underwriter to
purchase any Designated Securities are joint, as such term is construed under Québec law,
meaning that each such Underwriter is obligated to purchase only the principal amount of
Designated Securities set forth opposite its name in the Terms Agreement. It is understood
that the Underwriters propose to offer any Designated Securities for sale as set forth in
such Prospectus. Any such Designated Securities will be in such denominations and registered
in such names as the Underwriters request.
Section 3: Covenants of Québec
Québec covenants and agrees with each Underwriter that:
(a) Québec will prepare the Prospectus in a form approved by the
Representatives and file such Prospectus pursuant to Rule 424(b) under the 1933 Act
within the time required by such Rule. Québec will prepare a final term
sheet, containing solely a description of the Designated Securities, in a form
approved by the Representatives and will file such term sheet pursuant to Rule 433(d) under
the 1933 Act within the time required by such Rule and will file promptly all other
material required to be filed by Québec with the SEC pursuant to Rule 433(d) under
the 1933 Act. At any time when the Prospectus is required to be delivered under the
1933 Act, Québec will advise the Representatives promptly of any proposal to amend
or supplement the Registration Statement or the Prospectus, and will not effect such
amendment or supplementation, whether by filing documents pursuant to the 1933 Act,
the 1934 Act or otherwise, without the consent of the Representatives; Québec will
also advise the Representatives promptly of the institution by the SEC of any stop
order proceedings in respect of the Registration Statement or any part thereof and
will use their best efforts to prevent the
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issuance of any such stop order and to obtain as soon as possible its lifting,
if issued.
(b) If at any time when the Prospectus is required to be delivered under the
1933 Act any event occurs as a result of which the Pricing Disclosure Package or the
Prospectus as then amended or supplemented would include an untrue statement of a
material fact, or omit to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, or if it is necessary at any time to amend or supplement the
Registration Statement or the Prospectus to comply with the 1933 Act, Québec
promptly will prepare and file with the SEC an amendment or supplement, whether by
filing documents pursuant to the 1933 Act, the 1934 Act or otherwise, which will
correct such statement or omission or to effect such compliance.
(c) As soon as practicable after publication thereof following the close of its
fiscal year, Québec will make generally available to holders of Designated
Securities a consolidated statement of its revenues and expenditures, such statement
covering a period of at least twelve months beginning after the date of the Terms
Agreement relating to such Designated Securities, which shall satisfy the provisions
of Section 11(a) of the 1933 Act.
(d) Québec will furnish to the Representatives copies of the Registration
Statement, each preliminary prospectus supplement, if any, the Prospectus, and all
amendments and supplements to such documents (including documents incorporated by
reference in the Prospectus), in each case as soon as available and in such
quantities as are requested.
(e) Québec will furnish such information and execute such instruments as may be
required to qualify the Designated Securities for sale and determine their
eligibility for investment under the laws of such jurisdictions as the
Representatives designate and will continue such qualifications in effect so long as
required for their distribution, provided that Québec need not submit to any
requirements that it reasonably deems unduly burdensome.
(f) So long as any of the Designated Securities are outstanding, Québec will
post on the Electronic Document Gathering and Retrieval System, which is commonly
known by the acronym XXXXX, through the SEC’s website (xxxx://xxx.xxx.xxx) as soon
as practicable after publication thereof, its annual consolidated statements of
revenues and expenditures. Upon request from any of the Underwriters or the
Representatives, Québec will furnish hard copies of such documents.
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(g) If the Designated Securities are to be listed on the London Stock Exchange,
(i) Québec will use all reasonable efforts to have the Designated Securities listed
on the London Stock Exchange as soon as possible after the Closing Date, to furnish
to the UK Listing Authority and the London Stock Exchange all documents, information
and undertakings and publish all advertisements or other material that may be
necessary in order to effect such listing, and to cause such listing to be continued
for so long as any of the Designated Securities remains outstanding; provided that
if, in the opinion of Québec, the continuation of such listing shall become unduly
onerous, then Québec may delist the Designated Securities from the Official List of
the UK Listing Authority, provided that Québec will use its best efforts to obtain
the listing of the Designated Securities on another recognized stock exchange
reasonably acceptable to the Representatives; (ii) Québec will ensure that (w) a
single prospectus pursuant to Directive 2003/71/EC and the implementing measures in
the United Kingdom (the “Prospectus Directive”) is prepared (after the
Representatives have had a reasonable opportunity to comment thereon) and approved
by the UK Listing Authority for the purposes of listing the Designated Securities on
the London Stock Exchange, (x) such single prospectus, including all documents
incorporated by reference therein only for the purpose of the Prospectus Directive, as
revised, supplemented, amended or updated by any supplementary prospectus in
accordance with subsection (iv) below (hereinafter the “Listing Prospectus”)
contains all information with respect to Québec that is material in the context of
the issue and offering of the Designated Securities (including all information
which, according to the particular nature of the issue and the Designated
Securities, is necessary to enable investors to make an informed assessment of the
assets and liabilities, financial position, profits and losses and prospects of
Québec and of the rights attaching to the Designated Securities); the information
therein is accurate in all material respects and does not contain any untrue
statements of a material fact or omit to state any material fact necessary to make
the statements therein, in the light of the circumstances under which they are made,
not misleading and all reasonable enquiries have been made to ascertain such facts
and to verify the accuracy of all such statements; (y) the Listing Prospectus
contains all information required by the laws, rules and regulations applicable to
the London Stock Exchange and the Prospectus Directive and any rules or regulations
made thereunder, as the case may be, and is published on the website of the London
Stock Exchange in accordance with Article 14 of the Prospectus Directive; (z) the
summary contained in the Listing Prospectus conveys the essential characteristics
and risks associated with Québec and the Designated Securities, is accurate in all
materials respects and is not misleading, inaccurate or inconsistent when read
together with the other parts of the Listing Prospectus; (iii) once the Designated
Securities are listed on the London Stock Exchange , Québec will comply at all times
with the Part 6 rules (including the Listing
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Rules) made by the UK Listing Authority (or such other body which its functions
have been transferred in accordance with Section 73A of the FSMA) in accordance with
Section 74 of the FSMA and with the London Stock Exchange’s Admission and Disclosure
Standards, and (iv) if at any time after the Listing Prospectus is approved by the
UK Listing Authority and before the actual listing is effective, (A) there arises or
is noted a significant new factor, material mistake or inaccuracy relating to the
information in the Listing Prospectus or (B) there arises a change in the condition
of Québec which is material in the context of the issue of Designated Securities,
Québec shall give to the Representatives on behalf of the Underwriters full
information about the change or matter and shall promptly prepare a supplementary
Listing Prospectus as may be required and approved by the UK Listing Authority
(after the Representatives have had a reasonable opportunity to comment thereon) and
shall otherwise comply with the Section 87 of the FSMA, if applicable, and the
Listing Rules in that regard, and (v) Québec shall supply to the relevant
Underwriters such number of copies of the Listing Prospectus and any supplementary
Listing Prospectus as such Underwriters may reasonably request.
(h) At any time prior to payment of the purchase price, as provided for in the
Terms Agreement, being made to Québec on the Closing Date, Québec will notify the
Representatives promptly of any material change affecting any of its
representations, warranties, covenants or indemnities herein and will take such
steps as may be reasonably requested by the Representatives to remedy and/or
publicize the same.
(i) Québec will not, without the prior consent of the Representatives, offer or
sell, between the execution of a Terms Agreement with respect to Designated
Securities and the later of the related Closing Date or the date on which any price
restrictions on the sale of the Designated Securities are terminated, (i) in any
part of the world outside of Canada, any of its U.S. dollar denominated debt
securities registered with the SEC having a maturity of one year or more or (ii)
within Canada, any of its U.S. dollar denominated debt securities having a maturity
of more than five years.
(j) Québec will authorize the Stabilizing Manager, or in the case of more than one
Stabilizing Manager, the Coordinating Stabilizing Manager, named in the Terms
Agreement to make the announcement required by Articles 8(4), 9(1) and 9(3) of the
Commission Regulation (EC) No. 2273/2003 of 22 December 2003 implementing Directive
2003/6/EC, provided that if Québec wishes to issue a public announcement in respect
of the Designated Securities for other purposes, it should consult with the relevant
Stabilizing Manager or Coordinating Stabilizing Manager, as the case may be, to
determine if any such stabilization announcement can be incorporated therein and, in
any case, it should not issue anything which is
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inconsistent with the stabilization announcements made by the Stabilizing Manager or
the Coordinating Stabilizing Manager, as the case may be.
(k) [Other than the final term sheet prepared and filed pursuant to Section
3(a) hereof, without the prior consent of the Representatives, Québec has not sent
and will not send any written communication relating to the Designated Securities
that would constitute a “free writing prospectus” as defined in Rule 405 under the
1933 Act; and any such free writing prospectus the use of which has been consented
to by Québec and the Representatives (including the final term sheet prepared and
filed pursuant to Section 3(a) hereof) will be listed on Schedule II to the Terms
Agreement. ]
(l) [Québec has complied and will comply with the requirements of Rule 433
under the 1933 Act applicable to any Issuer Free Writing Prospectus, including
timely filing with the SEC or retention where required and legending required
thereby or by the Prospectus Directive or any applicable United Kingdom law. ]
(m) [Québec agrees that if at any time following issuance of an Issuer Free
Writing Prospectus any event occurred or occurs as a result of which such Issuer
Free Writing Prospectus would conflict with the information in the Registration
Statement, the Pricing Disclosure Package or the Prospectus or would include an
untrue statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in the light of the circumstances then
prevailing, not misleading, Québec will give prompt notice thereof to the
Representatives and, if requested by the Representatives, will prepare and furnish
without charge to each Underwriter an Issuer Free Writing Prospectus or other
document which will correct such conflict, statement or omission. ]
Section 4: Covenants of the Underwriters
Each of the Underwriters separately agrees with Québec that:
(a) At any time when the Prospectus must be delivered under the 1933 Act, it
shall not sell, deliver for sale or confirm the sale of the Designated Securities
within the United States or to a U.S. person (as such terms are defined in
Regulation S under the 0000 Xxx) unless such sale, delivery or confirmation is
accompanied or preceded by the Prospectus.
(b) It will deliver to Québec an initial allotment distribution report and a
secondary market distribution report within 30 days after the Closing Date.
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(c) [ Without the prior consent of Québec and the Representatives, it has not
sent and will not send any written communication relating to the Designated
Securities that would constitute an Issuer Free Writing Prospectus, or that would
otherwise constitute a “free writing prospectus” as defined in Rule 405 under the
1933 Act required to be filed with the SEC. ]
(d) [ Any over allotment or stabilization transaction by the Underwriters in
connection with the distribution of the Designated Securities shall be effected by
them on their own behalf and not as agents of Québec, and any gain or loss arising
therefrom shall be for their own account. The Underwriters acknowledge that Québec
has not been authorized to issue Designated Securities in excess of the aggregate
principal amount set forth in the Terms Agreement. The Underwriters also acknowledge
that Québec has not authorized the carrying out by the underwriters of stabilization
transactions other than in conformity with applicable rules, including those made
pursuant to applicable United Kingdom legislation and Regulation M under the Exchange Act
(if applicable). ]
Section 5: Conditions to the Obligations of the Underwriters
The obligations of each Underwriter to purchase and pay for Designated Securities shall be
subject to the accuracy of the representations and warranties on the part of Québec herein
and in the Terms Agreement, to the accuracy of the statements of authorized representatives
of Québec made pursuant to the provisions hereof or thereof, to the performance by Québec of
their obligations hereunder and thereunder and to the following additional conditions
precedent:
(a) Prior to the Closing Date no stop order suspending the effectiveness of the
Registration Statement or any part thereof shall have been issued and no proceedings
for that purpose shall have been instituted or, to the knowledge of Québec or any
Underwriter, shall be contemplated by the SEC; and no proceedings or actions shall
have been instituted by or, to the knowledge of Québec or any Underwriter, shall be
contemplated by any Canadian regulatory authority having jurisdiction over the
offering of the Designated Securities; and the Prospectus shall have been filed with
the SEC pursuant to Rule 424(b) not later than 5:00 P.M., New York City time, on the
second business day following the date of the Terms Agreement; and the term sheet
contemplated by Section 3(a) shall have been filed with the SEC pursuant to Rule
433(d) under the 1933 Act.
(b) Subsequent to the execution and delivery of the Terms Agreement and on or
prior to the Closing Date, there shall not have occurred any material adverse
change, or any development involving a prospective material adverse change, in or
affecting particularly the financial condition of Québec which, in the judgment of
the
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Representatives on behalf of the Underwriters, materially impairs the
investment quality of the Designated Securities.
(c) Subsequent to the execution and delivery of the Terms Agreement and on or
prior to the Closing Date, there shall not have occurred (i) any downgrading in the
rating of any debt securities of Québec by any “nationally recognized statistical
rating organization” (as defined for purposes of Rule 436(g) under the 1933 Act), or
any public announcement that any such organization has under surveillance or review
its rating of any debt securities of Québec (other than an announcement with
positive implications of a possible upgrading, and no implication of a possible
downgrading, of such rating); (ii) any suspension or limitation of trading in
securities generally on the New York Stock Exchange, or any setting of minimum
prices for trading on such exchange, or any suspension or limitation of trading of
any securities of Québec on any exchange or in the over-the-counter market in
Canada, the United States, the United Kingdom, Japan or elsewhere; or (iii) any
banking moratorium declared by Canadian, United States or New York authorities.
(d) The Representatives shall have received an opinion of Xxxxxxxx Xxxxx
l.l.p., counsel for Québec, dated the Closing Date, to the effect that:
| (i) | The Designated Securities have been duly authorized and have been duly executed, issued, authenticated and delivered in accordance with the laws of Québec and the Orders in Council and Ministerial Orders of the Gouvernement du Québec applicable thereto, and the Designated Securities and the covenants therein contained constitute valid, binding, unsecured and unconditional obligations of Québec, for the payment and performance of which the full faith and credit of Québec have been pledged, enforceable against Québec in accordance with their terms, subject to the qualifications set forth in Section 5(d)(v), and subject furthermore to the provisions of Book Ten, Title Four of the Civil Code of Québec whereby, in recognizing and enforcing a decision rendered by a court outside Québec for a sum of money expressed in foreign currency, a Québec court will convert that sum of money into Canadian currency at the rate of exchange prevailing on the day such decision became enforceable at the place where it was rendered and whereby, in the cases listed below, a decision rendered by a court outside Québec would not be recognized and, where applicable, declared enforceable by a Québec court: |
(1) the court rendering the decision had no jurisdiction under
the provisions of the Civil Code of Québec;
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(2) the decision is not final or enforceable at the place where
it was rendered, is in contravention of fundamental principles of
procedure, or is manifestly inconsistent with public order as
understood in international relations;
(3) a decision on the same matter either (i) is pending before or
has been rendered by a Québec court or (ii) has been rendered by
a foreign tribunal and is recognizable in Québec;
(4) the decision enforces obligations resulting from taxation
laws of a foreign country which does not itself recognize and
enforce taxation obligations resulting from Québec law; or
(5) the decision is rendered by default and the act of procedure
initiating the proceedings was not duly served on the defaulting
party;
| (ii) | The Designated Securities will rank equally among themselves and with the other debt securities issued by Québec and outstanding at the Closing Date or thereafter and all funds required to make payments in respect of the Designated Securities will be taken out of the Consolidated Revenue Fund of Québec; | ||
| (iii) | This Agreement, the Terms Agreement and the Fiscal Agency Agreement have been duly authorized and have been duly executed and delivered by Québec in accordance with the Orders in Council and Ministerial Orders of the Gouvernement du Québec applicable thereto; | ||
| (iv) | All necessary actions have been duly taken by or on behalf of Québec, and all necessary authorizations and approvals under the laws of Québec have been duly obtained, for the authorization, execution and delivery by Québec of this Agreement, the Terms Agreement, the Fiscal Agency Agreement and the Designated Securities, and for the issuance and sale of the Designated Securities pursuant to this Agreement, the Terms Agreement and the Fiscal Agency Agreement, and there are no laws of Canada applicable to any such authorization, execution, delivery, issuance, or sale, and no authorizations or approvals under the laws of Canada are necessary therefor; | ||
| (v) | Québec does not enjoy, under the laws of Québec and the laws of Canada applicable therein, a right of immunity from |
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| suit, on the ground of sovereignty or otherwise, in respect of its obligations under this Agreement, the Fiscal Agency Agreement and the Designated Securities subject to the following qualifications: |
| (1) | the provisions of the Code of Civil Procedure of Québec which bar extraordinary recourses (quo warranto, mandamus and evocation) and provisional remedies (injunction, seizure of assets before judgment and sequestration) against the Gouvernement du Québec; and | ||
| (2) | the general immunity of the State from compensation, set-off, acquisitive prescription, attachment and execution on a judgment; |
| (vi) | The English translations of the Orders in Council and Ministerial Orders of the Gouvernement du Québec authorizing the issuance and sale of the Designated Securities on the terms set forth herein and in the Terms Agreement are exact translations and are not susceptible to any materially different interpretation with respect to any material matter therein; | ||
| (vii) | There are no withholding taxes payable under the laws of Canada or Québec in respect of the Designated Securities or premium, if any, or interest thereon unless all or any part of the interest or of any amount deemed by the Income Tax Act (Canada) (“Canadian Tax Act”) to be interest payable on the Designated Securities is contingent or dependent upon the use of or production from property in Canada or is computed by reference to revenue, profit, cash flow, commodity price or any other similar criterion or by reference to dividends paid or payable to shareholders of any class of shares of a corporation. If any interest payable on a Designated Security, or any amount deemed to be interest thereon, is to be calculated by reference to a criterion referred to above, such interest or amount, as the case may be, may be subject to Canadian non-resident withholding tax, subject to the following: no such withholding tax would apply if the Designated Securities are “prescribed obligations” for these purposes. The regulations under the Canadian Tax Act provide that a prescribed obligation is a debt obligation the terms or conditions of which provide for an adjustment to the amount payable in respect of the obligation that is determined by reference to a change in the purchasing power of money |
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| and on which no amount payable, other than such an adjustment, is dependent or contingent upon or computed by reference to any of the criteria referred to above. There are no other taxes on income or capital gains payable under the laws of Canada or of Québec in respect of the Designated Securities or premium, if any, or interest thereon by an owner who is not, nor is deemed to be, a resident of Canada and who does not use or hold, and is not deemed to use or hold, any Designated Securities in or in the course of carrying on a business in Canada and is not an insurer carrying on an insurance business in Canada and elsewhere and is not an authorized foreign bank carrying on a bank business in Canada within the meaning of the Canadian Tax Act. There are no estate taxes or succession duties imposed by Canada or Québec in respect of any Designated Securities or premium, if any, or interest thereon; and | |||
| (viii) | Such counsel have no reason to believe that either the Registration Statement or the Prospectus, or any amendment or supplement thereto, as of their respective dates and as of the Closing Date, or the Pricing Disclosure Package, as of the Applicable Time, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; their opinion with respect to Canadian taxes under the caption “Description of the Securities” in the Prospectus is accurately described therein; the descriptions in the Registration Statement and the Prospectus of statutes, legal and governmental proceedings and contracts and other documents are accurate and fairly present the information required to be shown; and such counsel do not know of any legal or governmental proceedings required to be described in the Prospectus which are not described as required, or of any contracts or documents of a character required to be described in the Registration Statement or Prospectus or to be filed as exhibits to the Registration Statement which are not described and filed as required. | ||
| In rendering such opinion, such counsel may rely upon the opinion of Xxxxxxxx & Xxxxxxxx LLP as to matters of United States law and procedure and upon a certificate of Québec as to the debt securities of Québec outstanding on the Closing Date, and no opinion need be expressed by such counsel as to the financial statements or other financial |
A-14
| data contained in the Registration Statement and Prospectus. |
(e) The Representatives shall have received from Xxxxxx Xxxxxxx LLP, Canadian
counsel for the Underwriters, such opinion or opinions, dated the Closing Date, with
respect to the validity of any Designated Securities, the Registration Statement,
the Prospectus, and other related matters as the Representatives may reasonably
request, and Québec shall have furnished to such counsel such documents as they
request for the purpose of enabling them to pass upon such matters. In rendering
such opinion, such counsel may rely upon the opinion of Xxxxxxxx & Xxxxxxxx LLP as
to matters of United States law and procedure and upon a certificate of Québec as to
the debt securities of Québec outstanding on the Closing Date; and no opinion need
be expressed by such counsel as to the financial statements or other financial data
contained in the Registration Statement and Prospectus.
(f) The Representatives shall have received from Xxxxxxxx & Xxxxxxxx LLP,
United States counsel for the Underwriters, such opinion or opinions, dated the
Closing Date, with respect to the validity of any Designated Securities, the
Registration Statement, the Prospectus, and other related matters as the
Representatives may reasonably request, and Québec shall have furnished to such
counsel such documents as they request for the purpose of enabling them to pass upon
such matters. In rendering such opinion, such counsel may rely upon the opinions of
counsel named in paragraphs (d) and (e) of this Section 5 as to matters of Canadian
and Québec law; and no opinion need be expressed by such counsel as to the financial
statements or other financial data contained in the Registration Statement and
Prospectus.
(g) The Representatives shall have received a certificate of the Ministre des
Finances (Minister of Finance), the sous-ministre des Finances (deputy Minister of
Finance), a sous-ministre associé ou adjoint des Finances (associate or assistant
deputy Minister of Finance), or any other authorized official at the Ministère des
Finances, dated the Closing Date, in which such official shall, to the best of his
knowledge after reasonable investigation, state that the representations and
warranties of Québec in this Agreement are true and correct, that Québec has
complied with all agreements and satisfied all conditions on its part to be
performed or satisfied at or prior to the Closing Date, that no stop order
suspending the effectiveness of the Registration Statement has been issued and no
proceedings for that purpose have been instituted or are contemplated by the SEC,
and that, subsequent to the date of the most recent financial statements included or
incorporated by reference in the Prospectus, there has been no material adverse
change, or any development involving a prospective material adverse change, in the
financial condition of Québec
A-15
except as set forth or contemplated in the Prospectus or as described in such
certificate.
(h) Québec shall have furnished to the Representatives and their counsel
accurate English translations of all Orders in Council and Ministerial Orders of the
Gouvernement du Québec, relating to the authorization, issuance and sale of the
Designated Securities, and of all documents and certificates delivered pursuant to
the foregoing paragraphs of this Section 5, which pursuant to the laws of Québec
were adopted, passed, enacted or drawn in the French language.
(i) The parties to the Fiscal Agency Agreement shall have, on or prior to the
Closing Date, executed such agreement in the agreed form with such modifications as
the Representatives, Québec and the Fiscal Agent, respectively, may approve.
(j) Québec shall have furnished to the Representatives or their counsel such
further certificates and documents as the Representatives or their counsel may
reasonably request.
All such opinions, certificates, letters and documents will be in compliance with the
provisions hereof only if they are satisfactory to the Representatives and to Xxxxxx Xxxxxxx
LLP and Xxxxxxxx & Xxxxxxxx LLP, counsel to the Underwriters. Québec will furnish the
Representatives with such conformed copies of such opinions, certificates, letters and
documents as the Representatives request.
In case any of the conditions specified above in this Section 5 shall not have been fulfilled
on or before the Closing Date, the Representatives may (with the approval of Québec in the
case of Section 5(j) above) waive compliance with any such conditions by delivering written
notice thereof to Québec, or the Representatives may terminate this Agreement without
liability on the part of the Underwriters or the Representatives or of Québec, except for the
expenses to be paid or reimbursed by Québec pursuant to Section 6(c) hereof and except for
any liability under Section 7 hereof.
Section 6: Payment of Expenses
(a) Québec agrees (whether or not the transactions contemplated hereby are consummated)
to pay all costs and expenses incidental to the performance of its obligations hereunder,
under the Terms Agreement, the Fiscal Agency Agreement and the Designated Securities
including, without limitation, all costs and expenses in connection with the preparation,
production and printing, authentication, issuance and delivery of the Designated Securities
and any insurance costs associated with such delivery; if applicable, all fees and expenses
in connection with the admission of the Designated Securities to the Official List of the UK
Listing Authority and to trading on the regulated market of the London Stock Exchange
(including all fees relating to the publication of the
A-16
Listing Prospectus and any supplementary prospectus thereto on the London Stock
Exchange’s website in accordance with the Prospectus Directive), and the maintenance of such
listing; all costs and expenses incurred in connection with the preparation, printing and
filing of the Registration Statement, any preliminary prospectus or preliminary prospectus
supplement, any Issuer Free Writing Prospectus, the Listing Prospectus and the Prospectus
(including all amendments and supplements thereto and all documents incorporated by
reference therein); any fee payable to rating agencies in connection with the rating of the
Designated Securities; the fees and expenses of its own legal and other advisers; the filing
fees, counsel fees and other expenses for qualifying any Designated Securities for sale and
determining their eligibility for investment under the laws of such jurisdictions as the
Representatives designate; the fees and expenses of the Fiscal Agent; and any value added or
equivalent tax on the foregoing costs, fees and expenses.
(b) If the sale of the Designated Securities is consummated under the Terms Agreement,
Québec agrees to pay to the Representatives on behalf of the Underwriters, upon presentation
of an itemized statement of account, an amount to be agreed upon in such Terms Agreement to
be applied in reimbursement of the out-of-pocket costs and expenses of the Representatives
(including the fees and disbursements of its legal advisers, advertising agreed to by Québec
and any value added or equivalent tax on such expenses and costs) in connection with the
offering and sale of the Designated Securities.
(c) If the sale of the Designated Securities is not consummated hereunder for any
reason other than default by the Underwriters in the performance of their obligations
hereunder, Québec will reimburse the Underwriters upon demand and against production of
itemized accounts for all reasonable out-of-pocket expenses (including the fees and
disbursements of their legal advisers, advertising agreed to by Québec and any value added
or equivalent tax on such expenses) that shall have been incurred by them in connection with
their investigation, marketing and preparing to market the Designated Securities up to the
amount set forth in Section 6(b), the liability for which was incurred by them on or prior
to the date of termination of the applicable Terms Agreement or in connection with such
termination, and Québec shall not have any further obligation towards the Underwriters
except to the extent provided in Section 7 hereof. Québec shall not in any event be liable
to the Underwriters for loss of anticipated profits from the transactions covered by this
Agreement.
(d) Québec will pay and hold the Underwriters harmless against any documentary, stamp
or similar issue tax, including any interest and penalties, on the issue and subscription of
the Designated Securities in accordance with the terms of this Agreement which may be due in
Canada or Québec.
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Section 7: Indemnification
(a) Québec will indemnify and hold harmless each Underwriter and each person, if any,
who controls any Underwriter within the meaning of Section 15 of the 1933 Act against any
losses, claims, damages, liabilities or expenses of any nature whatsoever (whether joint,
several or solidary), to which such Underwriter or such controlling person may become
subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages,
liabilities or expenses (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in the
Registration Statement, any preliminary prospectus or preliminary prospectus supplement, any
Issuer Free Writing Prospectus, the Prospectus, the Listing Prospectus or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make the
statements therein not misleading or arise out of or are based upon the omission by Québec
to obtain all necessary approvals and consents from and file all required materials with any
regulatory authority in Canada having jurisdiction over the Designated Securities; and will
reimburse, promptly upon demand, each Underwriter and each such controlling person for any
legal or other expenses reasonably incurred by such Underwriter or such controlling person
in connection with investigating or defending any such loss, claim, damage, liability,
expense or action as such expenses are incurred; provided that Québec will not be liable in
any such case to the extent that any such loss, claim, damage, liability or expense arises
out of or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in any of such documents in reliance upon and in conformity with
written information furnished to Québec by, or through the Representatives on behalf of, any
Underwriter specifically for use therein. This indemnity agreement will be in addition to
any liability which Québec may otherwise have.
(b) Each Underwriter will indemnify and hold harmless Québec against any losses,
claims, damages, liabilities or expenses of any nature whatsoever (whether joint, several or
solidary), to which Québec may become subject, under the 1933 Act or otherwise, insofar as
such losses, claims, damages, liabilities or expenses (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue statement of any material
fact contained in the Registration Statement, any preliminary prospectus or preliminary
prospectus supplement, any Issuer Free Writing Prospectus, the Prospectus, the Listing
Prospectus or any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, in each case to the extent, but
only to the extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was made in reliance upon and in conformity with written information
furnished to Québec by, or through the Representatives on behalf of, such Underwriter
specifically for use therein; and will reimburse, promptly upon demand, any legal or other
expenses reasonably incurred by Québec in connection with investigating or
A-18
defending any such loss, claim, damage, liability, expense or action as such expenses
are incurred. This indemnity agreement will be in addition to any liability which such
Underwriter may otherwise have.
(c) Promptly after receipt by an indemnified party under this Section of notice of the
commencement of any action, such indemnified party will, if a claim in respect thereof is to
be made against the indemnifying party under this Section, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the indemnifying party
will not relieve it from any liability which it may have to any indemnified party otherwise
than under this Section. In case any such action is brought against any indemnified party,
and it notifies the indemnifying party of the commencement thereof, the indemnifying party
will be entitled to participate in, and, to the extent that it may wish, jointly with any
other indemnifying party, similarly notified, to assume the defense thereof, with counsel
satisfactory to such indemnified party (who shall not, without the consent of the
indemnified party, be counsel to the indemnifying party), and after notice from the
indemnifying party to such indemnified party of its election so to assume the defense
thereof, the indemnifying party will not be liable to such indemnified party under this
Section for any legal or other expenses subsequently incurred by such indemnified party in
connection with the defense thereof other than reasonable costs of investigation. In no
event shall the indemnifying parties be liable for the fees and expenses of more than one
counsel for all indemnified parties, in addition to any local counsel, in connection with
any one action or separate but similar or related actions in the same jurisdiction arising
out of the same general allegations or circumstances.
(d) If recovery is not available under the foregoing indemnification provisions of this
Section, for any reason other than as specified therein, the parties entitled to
indemnification by the terms thereof shall be entitled to contribution to liabilities and
expenses, except to the extent that contribution is not permitted under Section 11(f) of the
1933 Act. In determining the amount of contribution to which the respective parties are
entitled, there shall be considered the relative benefits received by each party from the
offering of the Designated Securities (taking into account the portion of the proceeds of
the offering realized by each), the parties’ relative knowledge and access to information
concerning the matter with respect to which the claim was asserted, the opportunity to
correct and prevent any statement or omission, and any other equitable considerations
appropriate under the circumstances. Québec and the Underwriters agree that it would not be
equitable if the amount of such contribution were determined by pro rata or per capital
allocation (even if the Underwriters were treated as one entity for such purpose). No
Underwriter or person controlling such Underwriter shall be obligated to make contribution
hereunder which in the aggregate exceeds the total public offering price of any Designated
Securities purchased by such Underwriter under this Agreement and the Terms Agreement, less
the aggregate amount of any damages which such Underwriter and its controlling persons have
otherwise been required to pay in respect of the same claim or any substantially similar
claim. The Underwriters’
A-19
obligations to contribute are joint meaning that each Underwriter is obligated to
contribute only in proportion to the principal amount of Designated Securities specified to
be purchased by such Underwriter under this Agreement and the Terms Agreement.
Section 8: Default by Underwriters
(a) If any Underwriter or Underwriters shall, for any reason other than a reason
permitted hereunder, fail to take up and pay for any Designated Securities to be purchased
by it or them upon tender of such Designated Securities on the Closing Date in accordance
with the terms hereof and the Terms Agreement, the remaining Underwriters shall be obligated
separately, in proportion to their respective commitments under the Terms Agreement, to take
up and pay for (in addition to the principal amount of Designated Securities to be delivered
to them on the Closing Date), or to find another underwriter or underwriters to take up and
pay for, the Designated Securities which such defaulting Underwriter or Underwriters agreed
but failed to purchase, provided that the aggregate principal amount of additional
Designated Securities which such remaining Underwriters shall be obligated pursuant to this
Section to take up and pay for or find another underwriter or underwriters to take up and
pay for on the Closing Date shall not exceed 10% of the aggregate principal amount of the
Designated Securities set forth opposite the names of such remaining Underwriters in the
Terms Agreement, and such remaining Underwriters shall have the right but shall not be
obligated either to take up and pay for (in such proportion as may be agreed upon among
them), or to substitute another underwriter or underwriters to take up and pay for, any
remaining Designated Securities which the defaulting Underwriter or Underwriters agreed but
failed so to purchase. To the extent that the Designated Securities which such defaulting
Underwriter or Underwriters agreed but failed to purchase exceeds 10% of the aggregate
principal amount of the Designated Securities set forth opposite the names of such remaining
Underwriters in the Terms Agreement, then in the event that said remaining Underwriters
shall not take up and pay for, or substitute another underwriter or underwriters to take up
and pay for, all the Designated Securities which the defaulting Underwriter or Underwriters
agreed but failed to purchase within 24 hours after such failure, (i) Québec shall have the
right, during an additional period of 24 hours, to find another underwriter or underwriters
for said Designated Securities who shall be satisfactory to the Underwriters or the
Representatives or (ii) Québec and the Underwriters or the Representatives may agree, during
such period, to proceed with the sale and delivery hereunder of less than all of the
Designated Securities to be delivered on the Closing Date, in which latter event each of the
remaining Underwriters shall be obligated to take up and pay for the amount of Designated
Securities which it is obligated to purchase on the Closing Date under the foregoing
provisions of this Section, including additional Designated Securities in a principal amount
equal to 10% of the aggregate principal amount of Designated Securities set forth opposite
the names of such remaining Underwriters in the Terms Agreement. If neither the remaining
Underwriters nor Québec shall thus find
A-20
another underwriter or underwriters for all of said Designated Securities, and if
Québec and the Underwriters or the Representatives shall not thus agree to proceed with the
sale and delivery hereunder of less than all of said Designated Securities, such Terms
Agreement shall terminate without liability on the part of either Québec or the remaining
Underwriters not in default, as aforesaid (except to the extent, if any, provided in this
Section 8).
(b) If, in accordance with the foregoing provisions, a new underwriter or underwriters
are substituted by the Underwriters or by Québec for the defaulting Underwriter or
Underwriters on the Closing Date or Québec and the Underwriters or the Representatives shall
agree to proceed with the sale and delivery hereunder of less than all of the Designated
Securities to be delivered on the Closing Date, Québec, the Underwriters or the
Representatives shall have the right to postpone the time of purchase of said Designated
Securities for a period not exceeding five full business days from the Closing Date in order
that necessary changes in the Registration Statement and Prospectus and other documents may
be effected. The foregoing obligations and agreements set forth in this Section will not
apply if Designated Securities are being purchased pursuant to a “firm bid” which is
identified as such in the Terms Agreement. Nothing herein shall obligate any Underwriter to
purchase or find an underwriter or underwriters for any Designated Securities in excess of
those agreed to be purchased by such Underwriter under the terms of this Section; nor shall
anything herein operate to limit any rights which Québec may have against any Underwriter
who shall for any reason other than a reason permitted hereunder fail to purchase the
Designated Securities purchasable by it upon tender thereof in accordance with the terms of
this Agreement and of the Terms Agreement. Any person substituted for an Underwriter under
the provisions of this Section shall thereafter be deemed to be an Underwriter.
Section 9: Survival of Certain Representations and Obligations
The respective indemnities, agreements, representations, warranties and other statements
of Québec and its representatives and of each Underwriter set forth in or made pursuant to
this Agreement shall remain in full force and effect regardless of any investigation, or
statement as to the results thereof, made by or on behalf of any Underwriter or Québec or any
controlling person, and will survive delivery of and payment for the Designated Securities.
If any Terms Agreement is terminated pursuant to Section 8 or if for any reason the purchase
of the Designated Securities by the Underwriters is not consummated, Québec shall remain
responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 and the
respective obligations of Québec and the Underwriters pursuant to Section 7 shall remain in
effect. If the sale of none of the Designated Securities provided for in a Terms Agreement
is consummated because any condition to the Underwriters’ obligations hereunder is not
satisfied or because of any refusal, inability or failure on the part of Québec to perform
any agreement herein or therein or comply with any provision hereof or thereof, Québec will
reimburse the Underwriters upon demand for all out-of-pocket expenses (including fees and
A-21
disbursements of counsel) that shall have been incurred by the Underwriters directly
related to the proposed purchase and sale of the Designated Securities, the Underwriters
agreeing to pay such fees and disbursements of counsel for the Underwriters in any other
event.
Section 10: Termination
Notwithstanding anything herein contained, an Underwriter party to a Terms Agreement may
also terminate such Terms Agreement, immediately upon notice to Québec at any time before the
time of the Closing Date when payment would otherwise be due under such Terms Agreement to
Québec in respect of the Designated Securities if, in the opinion of such Underwriter, there
shall have been such a change in national or international political, financial or economic
conditions or currency exchange rates or exchange controls as would in their view be likely
to prejudice materially the success of the offering and the distribution of the Designated
Securities or dealings in the Designated Securities in the secondary market and, upon notice
being given, the parties to such Terms Agreement shall (except for the liability of Québec in
relation to expenses as provided in Section 6(c) hereof and except for any liability under
Section 7 hereof) be released and discharged from their respective obligations under this
Agreement.
Notwithstanding anything herein contained, either an Underwriter party to a Terms
Agreement, on the one hand, or Québec, on the other hand, may by notice to the other
terminate such Terms Agreement at any time before the time of the Closing Date when payment
for the Designated Securities would otherwise be due hereunder to Québec if in the opinion of
the person or persons giving such notice the issue, sale or distribution of the Designated
Securities is prohibited by or contrary to the provisions of any statute, order, rule or
regulation promulgated by any legislative, executive or regulatory body or authority of
Canada, the United States of America, Québec, or the State of New York. Upon notice being
given, the parties to such Terms Agreement shall, except for liability of Québec pursuant to
Section 6(c) hereof and except for any liability under Section 7 hereof, be released and
discharged from their respective obligations under such Terms Agreement.
Section 11: Notices
All communications hereunder shall be effective only on receipt, and shall be delivered
or sent by letter, facsimile transmission or telephone (but in the case of communication by
telephone, with subsequent confirmation by letter or facsimile transmission) as follows:
(a) to the Underwriters:
[ Name and address of each Underwriter ]
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(b) to Québec:
Ministère des Finances
Direction du financement des organismes publics
et de la documentation financière
00 xxx Xxxxx-Xxxxx
Xxxxxx, Xxxxxx
Xxxxxx X0X 0X0
Tel.: (000) 000-0000
Fax: (000) 000-0000
Direction du financement des organismes publics
et de la documentation financière
00 xxx Xxxxx-Xxxxx
Xxxxxx, Xxxxxx
Xxxxxx X0X 0X0
Tel.: (000) 000-0000
Fax: (000) 000-0000
Attention: Le directeur
Section 12: Successors
This Agreement shall inure to the benefit of and be binding upon each of the parties
hereto, such Underwriters as are identified in Terms Agreements and their respective
successors and the officers and directors and controlling persons referred to in Section 7,
and no other person will have any right or obligation hereunder.
Section 13: Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Québec
and the laws of Canada applicable therein.
Nothing herein contained shall affect the right to serve process on Québec in any manner
permitted by law. Québec hereby irrevocably consents to the fullest extent permitted by law
to the giving of any relief including, without limitation, the making, enforcement or
execution against any property of any order or judgment made or given in connection with any
proceedings arising out of or in connection with this Agreement.
Section 14: Jurisdiction of Courts
Québec hereby appoints the person from time to time who holds the position of Delegate
General of Québec in New York, Xxx Xxxxxxxxxxx Xxxxx, 00xx xxxxx, Xxx Xxxx, Xxx Xxxx,
00000-0000, as its authorized agent (the “Authorized Agent”) upon whom process may be served
in any action by any Underwriter, or by any person controlling such Underwriter, and based
upon this Agreement which may be instituted in any State or Federal court in The City of New
York, and expressly accepts the non-exclusive jurisdiction of any such court in respect of
such action. Québec hereby irrevocably waives any immunity to service of process in respect
of any such action to which the Authorized Agent might otherwise be entitled. Such
appointment shall be irrevocable as long as any of the Securities remain outstanding, except
that, if for any reason the Authorized Agent ceases to be able to act as agent or no longer
has an address in Xxx Xxxx xx Xxx
X-00
Xxxx, Xxxxxx will appoint another person or persons in The City of New York, selected in
its discretion, as Authorized Agent(s). Québec will take any and all action, including the
filing of any and all documents and instruments that may be necessary to continue such
appointment or appointments in full force and effect as aforesaid. Service of process upon
the Authorized Agent together with written notice of such service mailed or delivered to
Québec at its address set forth in Section 11, shall be deemed in every respect effective
service of process upon Québec. Notwithstanding the foregoing, any action by an Underwriter,
or by any person controlling such Underwriter, and based upon this Agreement may be
instituted in any competent court in Québec. Québec hereby waives, to the fullest extent
permitted by applicable law, any immunity to jurisdiction to which it might otherwise be
entitled in any action based on this Agreement which may be instituted as provided in this
Section in any State or Federal court in The City of New York or in any competent court in
Québec.
Section 15: Currency
All dollar figures set forth in this Agreement or to be set forth in the Terms Agreement
will be in United States dollars, unless otherwise indicated.
Section 16: Counterparts
This Agreement may be signed in any number of counterparts, each of which shall be
deemed an original, which taken together shall constitute one and the same instrument.
A-24
If the foregoing is in accordance with your understanding of our agreement, kindly sign and
return to us the enclosed duplicates hereof, whereupon it will become a binding agreement among
Québec and you in accordance with its terms.
| Very truly yours, | ||||||
| QUÉBEC | ||||||
| By: | ||||||
| Title: | ||||||
CONFIRMED AND ACCEPTED in The City of New York as of [ ].
[ Underwriters signature page ]
EXHIBIT A
[ Aggregate Principal Amount ]
QUÉBEC
[ Rate ]% Notes Series [ ] due [ Maturity Date ]
TERMS AGREEMENT
[ Date ]
Québec
Ministère des Finances
Direction du financement des organismes publics
et documentation financière
00 xxx Xxxxx-Xxxxx
Xxxxxx, Xxxxxx
Xxxxxx X0X 0X0
Ministère des Finances
Direction du financement des organismes publics
et documentation financière
00 xxx Xxxxx-Xxxxx
Xxxxxx, Xxxxxx
Xxxxxx X0X 0X0
Ladies and Gentlemen:
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 Québec Underwriting Agreement, dated [ ] (the “Underwriting Agreement ”), the following
Designated Securities on the following terms. All of the provisions of the Underwriting Agreement
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 meanings specified
in the Underwriting Agreement :
Title of Securities:
Fiscal Agent:
Fiscal Agency Agreement:
Currency of Denomination:
Aggregate Principal Amount:
Purchase Price:
Expected Public Offering Price:
Expected Selling Concession:
Maturity:
Interest Rate:
Interest Payment Dates:
Denominations:
Redemption Provisions:
Sinking Fund Provisions:
Selling Restrictions:
Applicable Time:
Pricing Disclosure Package:
Each of the Underwriters severally represents and agrees that (i) it has only communicated
or caused to be communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning of Section 21
of the Financial Services and Markets Xxx 0000 (the “FSMA”)) received by it in connection
with the issue and sale of the Designated Securities in circumstances in which Section 21(1)
of the FSMA does not apply to Quebec; and (ii) it has complied and will comply with all
applicable provisions of the FSMA with respect to anything done by it in relation to the
Designated Securities in, from or otherwise involving the United Kingdom.
In relation to each Member State of the European Economic Area which has implemented the
Prospectus Directive (each, a “Relevant Member State”), each Underwriter has represented and
agreed that it has not made and will not make an offer to the public of any Designated
Securities in that Relevant Member State, except that it may make an offer to the public in
that Relevant Member State of any Designated Securities at any time under the following
exceptions under the Prospectus Directive, if they have been implemented in that Relevant
Member State:
(a) to legal entities which are authorized or regulated to operate in the financial
markets or, if not so authorized or regulated, whose corporate purpose is solely to invest
in securities;
-2-
(b) to any legal entity which has two or more of (1) an average of at least 250
employees during the last financial year; (2) a total balance
sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its
last annual or consolidated accounts;
(c) to fewer than 100 natural persons or legal persons (other than qualified investors
as defined in the Prospectus Directive) subject to obtaining the prior consent of the
Representative for any such offer; or
(d) in any other circumstances falling within Article 3(2) of the Prospectus Directive;
provided that no such offer of Designated Securities shall result in a requirement for the
publication by Québec or any Underwriter of a prospectus pursuant to Article 3 of the
Prospectus Directive.
For the purposes of this section, the expression an “offer to the public” in relation to any
Designated Securities in any Relevant Member State means the communication in any form and
by any means of sufficient information on the terms of the offer and the Designated
Securities to be offered so as to enable an investor to decide to purchase or subscribe the
Designated Securities, as the same may be varied in that Relevant Member State by any
measure implementing the Prospectus Directive in that Relevant Member State, and the
expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant
implementing measure in each Relevant Member State.
The Designated Securities have not been and will not be registered under the Securities and
Exchange Law of Japan, and offers and sales, direct or indirect, of Designated Securities
may not be made in or to residents of Japan or to any persons for reoffering or resale,
directly or indirectly, in Japan or to any resident of Japan except pursuant to an exemption
from the registration requirements of the Securities and Exchange Law of Japan available
thereunder and in compliance with other relevant laws of Japan.
Underwriters:
Representative:
Stabilizing Manager:
Notices:
Closing Date:
In addition to the provisions of “Selling Restrictions” above, each Underwriter represents to
and agrees with Québec that it has not offered, sold or delivered and it will not offer, sell or
deliver, directly or indirectly, any of the Designated Securities, and has not distributed and will
not distribute the Prospectus or any other
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offering material relating to the Designated Securities, in or from any jurisdiction except
under circumstances that will, to the best of its knowledge and belief, result in compliance with
the applicable laws and regulations thereof and which will not impose any obligations on Québec
except as contained in this Terms Agreement or in the Underwriting Agreement. In addition, each
Underwriter agrees with Québec to cause each member of the selling group to agree to comply with
the restrictions on offers and sales of the Designated Securities set forth in this Terms
Agreement.
Without prejudice to the provisions of Section 1(b)(iii) of the Underwriting Agreement, the
provisions of “Selling Restrictions” above and the immediately preceding paragraph, and except for
registration under the 1933 Act and compliance with the Rules and Regulations and the qualification
of the Designated Securities for offer and sale and the determination of their eligibility for
investment under the applicable securities laws of such jurisdictions within the United States as
the Underwriters or Representative may designate pursuant to Section 3(e) of the Underwriting
Agreement, Québec shall not have any responsibility for, and each Underwriter agrees with Québec
that each such Underwriter and its respective affiliates will obtain, any consent, approval or
authorization required by them for the subscription, offer, sale or delivery by them of any of the
Designated Securities under the laws and regulations in force in any jurisdiction to which they are
subject or in or from which they make such subscription, offer, sale or delivery of any of the
Designated Securities.
Other than (i) the Prospectus and any document incorporated by reference therein, (ii) any
other document forming part of the Pricing Disclosure Package or (iii) as contemplated by Section
4(c) of the Underwriting Agreement, no other material or communication that may be used in
connection with the offering of the Designated Securities (the “Non-U.S. Offering Materials”) has
been filed under the 1933 Act. Accordingly, each Underwriter represents to and agrees with Québec
that it has not delivered and will not deliver within the United States or its territories or
possessions or to any U.S. person (as such term is defined in Regulation S under the 1933 Act) any
Non-U.S. Offering Materials.
The Prospectus has not been translated into French. Accordingly, each Underwriter represents
to and agrees with Québec that it has not distributed and will not distribute the Prospectus within
Québec in violation of the laws of Québec.
Québec agrees to pay to the Underwriters an amount of up to [ ] applied in accordance with
the provisions of Section 6(b) of the Underwriting Agreement.
This Terms Agreement is made pursuant to Order in Council No. [ ] of Québec adopted on [ ]
authorizing the issuance and sale of the Designated Securities on the terms set forth herein.
This Terms Agreement may be signed in any number of counterparts, each of which shall be
deemed an original, which taken together shall constitute one and the same instrument.
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If the foregoing is in accordance with your understanding of our agreement, kindly sign and
return to us the enclosed duplicate hereof, whereupon it will become a binding agreement among us
in accordance with its terms.
| Very truly yours, | ||||||
| As Representative of the several Underwriters | ||||||
| By: | ||||||
| Title: | ||||||
The foregoing Terms Agreement is hereby confirmed and accepted in [ ], as of the date first
above written.
| QUÉBEC | ||||||
| By: | ||||||
| Title: | ||||||
SCHEDULE I
| PRINCIPAL AMOUNT OF | ||
| UNDERWRITERS | DESIGNATED SECURITIES | |
Total |
SCHEDULE II
Term Sheet, dated [ ].
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