QUÉBEC Medium-Term Notes TERMS AGREEMENT
EXHIBIT 1.1
QUÉBEC
Medium-Term Notes
TERMS AGREEMENT
August 28, 2015
Québec
Ministère des Finances
Direction du financement des organisms publics et de la documentation financière
00 xxx Xxxxx-Xxxxx
Xxxxxx, Xxxxxx
Xxxxxx X0X 0X0
Re: Amended and Restated Distribution Agreement dated January 30, 2015
The undersigned agrees to purchase the following principal amount of Notes:
$700,000,000
Interest Rate:
Fixed Rate Note:
Interest Rate:
Floating Rate: ü
Interest Rate Basis: 3 Month USD LIBOR
Initial Interest Rate: 3 Month USD LIBOR plus 23 basis points as determined on September 2, 2015
Spread or Spread Multiplier, if any: +23
Interest Rate Reset Dates: March 4, June 4, September 4, and December 4 of each year, subject to adjustment in accordance with Modified Following Business Day convention
Interest Payment Dates: March 4, June 4, September 4, and December 4 of each year, subject to adjustment in accordance with Modified Following Business Day convention
Index Maturity: 3 months
Maximum Interest Rate, if any: not applicable
Minimum Interest Rate, if any: not applicable
Interest Rate Reset Period: Quarterly
Interest Payment Period: Quarterly
Interest Determination Date: 2 Business Days prior to the Interest Payment Date
Calculation Date: not applicable
Index, if any: not applicable
Maturity Date: September 4, 2018
Issue Price: 100% plus accrued interest, if any, from September 4, 2015
Dealers’ Commission: 0.025% (2.5 basis points) of the principal amount
Purchase Price: 99.975% plus accrued interest, if any, from September 4, 2015
Settlement Date and Time: September 4, 2015, 10 A.M.
Currency: US Dollars
Denominations: US$5,000 and integral multiples of $1,000 for higher amounts
Redemption Date(s): not applicable
Initial Redemption Percentage: not applicable
Annual Redemption Percentage Reduction (If other than 100% of principal Amount): not applicable
Optional Repayment Date(s): not applicable
Initial Repayment Percentage: not applicable
Annual Repayment Percentage Reduction (If other than 100% of Principal Amount): not applicable
Allocation of Underwriting Commitments: 25% to each of the undersigned
Exceptions, if any, to Section 3(g) of the Distribution Agreement: none
Other:
| • | Listing: Québec agrees to use its best efforts to have the Notes sold pursuant to this Terms Agreement admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange on or as soon as possible after the Settlement Date. |
| • | Sinking Fund: Québec has agreed, as a term of the Series A Notes, that each year it will deposit into its sinking fund constituted by Ministerial Order no. FIN-11 dated June 12, 2012 (the “Sinking Fund”) an amount equal to at least 1% of the outstanding principal amount of the Notes. The funds to be deposited in the Sinking Fund will be drawn from the Consolidated Revenue Fund of Québec. The Minister may invest money from the Sinking Fund and may dispose of or terminate such investments according to their terms. The funds in the Sinking Fund will be used for repayment at maturity. |
The Series A Notes may be repaid from the proceeds deposited in the Sinking Fund. However, Québec is under no obligation to apply proceeds of the Sinking Fund to repay any particular series, including the Series A Notes, and there is no limitation on the amount of debt that may be designated in this manner in respect of the Sinking Fund. The Series A Notes will not be redeemable for sinking fund purposes.
Applicable Time: 1:05 p.m., August 28, 2015
The certificates referred to in Section 6(b) of the Distribution Agreement, the opinions referred to in Section 5(a)(2) and Section 5(a)(3) and Section 6(c) of the Distribution Agreement shall be delivered to us on (and dated as of) September 4, 2015.
| Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated | ||
| By |
/s/ Xxxxxx Xxxx | |
| Name: Xxxxxx Xxxx | ||
| Title: Managing Director | ||
| BMO Capital Markets Corp. | ||
| By |
/s/ Xxxxx X. Xxxxxx | |
| Name: Xxxxx X. Xxxxxx | ||
| Title: Managing Director | ||
| X.X. Xxxxxx Securities plc | ||
| By |
/s/ Xxxxxxx Xxxxxx | |
| Name: Xxxxxxx Xxxxxx | ||
| Title: Executive Director | ||
| RBC Capital Markets, LLC | ||
| By |
/s/ Xxxxx X. Xxxxxxxx | |
| Name: Xxxxx X. Xxxxxxxx | ||
| Title: Authorized Signatory | ||
Accepted:
| QUÉBEC | ||
| By | /s/ Xxxx-Xxxxxx Xxxxxx | |
| Name: Xxxx-Xxxxxx Xxxxxx | ||
| Title: Delegate General | ||
