EXPORT DEVELOPMENT CANADA UNDERWRITING AGREEMENT
EXHIBIT
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EXPORT DEVELOPMENT CANADA
| March 11, 2009 |
To the Representatives named
in Schedule I hereto of the
Underwriters named in
Schedule II hereto
in Schedule I hereto of the
Underwriters named in
Schedule II hereto
Dear Sirs:
Export Development Canada (“EDC”) proposes to sell to the underwriters named in Schedule II hereto
(the “Underwriters”), for whom you are acting as representatives (the “Representatives”), the
principal amount of its securities identified in Schedule II hereto (the “Securities”), to be
issued pursuant to a Fiscal Agency Agreement (the “Fiscal Agency Agreement”) to be dated as
provided in Schedule I hereto between EDC and the banking institution named therein, as Fiscal
Agent (the “Fiscal Agent”). The Securities to be sold in the United States, as certified by the
Underwriters in a report relating to distribution of primary allotment substantially in the form of
Schedule III hereto, are referred to herein as the “Registered Securities” and all other Securities
are referred to herein as the “Offshore Securities”. The Securities are direct unconditional
obligations of EDC and, as such, carry the full faith and credit of Canada (“Canada”) and
constitute direct unconditional obligations of and by Canada and the payment of the principal of
and interest on the Securities is a charge on and payable out of the Consolidated Revenue Fund of
Canada. If the firm or firms listed in Schedule II hereto include only the firm or firms listed in
Schedule I hereto, then the terms “Underwriters” and “Representatives”, as used herein, shall each
be deemed to refer to such firm or firms. As of 4:00 p.m. March 11, 2009 (New York City time) (the
“Time of Sale”), EDC had prepared the following information (collectively, the “Time of Sale
Information”): a Preliminary Final Prospectus consisting of a preliminary prospectus supplement
dated March 11, 2009 and the Basic Prospectus (as defined below) (collectively, the “Preliminary
Final Prospectus”), and the Issuer Free Writing Prospectus in the form of Schedule I hereto (the
“Issuer Free Writing Prospectus”).
1. Representations and Warranties. EDC represents and warrants to, and agrees with, each
Underwriter that:
(a) The Time of Sale Information, at the Time of Sale and at the Closing Date (as
defined below), did not and will not, contain any untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading; provided that EDC
makes no representation or warranty with respect to any statements or omissions made in
reliance upon and in conformity with information furnished to EDC in writing by any
Underwriter through the Representatives expressly for use in such Time of Sale Information.
The Issuer Free Writing Prospectus in the form of Schedule I hereto complies in all material
respects with the requirements of the U.S. Securities Act of 1933, as amended (the “Act”).
(b) EDC has filed with the Securities and Exchange Commission (the “Commission”) one or
more registration statements, which have become effective, for the registration of the
Registered Securities under the Act. Such registration statements, as amended at the date
of this Agreement, meet the requirements set forth in Release No. 33-6424 under the Act and
comply in all other material respects with said Release. The Basic Prospectus (as defined
below), as supplemented by the Preliminary Final Prospectus filed with the Commission
pursuant to Rule 424(b), is the most recent prospectus relating to the Securities and the
plan of distribution thereof filed by EDC with the Commission. EDC proposes to file with
the Commission pursuant to Rule 424(b) under the Act a further supplement to the Basic
Prospectus to include the final pricing information as set forth in the Issuer Free Writing
Prospectus. Such registration statements, including the exhibits thereto, as amended at the
date of this Agreement, hereinafter are called the “Registration Statement”; the prospectus
included in registration statement no. 333-148248 is hereinafter called the “Basic
Prospectus”; and such Basic Prospectus, as supplemented by the final prospectus supplement,
in the form in which it shall be filed with the Commission pursuant to Rule 424(b) is
hereinafter called the “Final Prospectus”. As used herein, the terms “Registration
Statement”, “Basic Prospectus”, “Final Prospectus” and “Preliminary Final Prospectus” shall
include in each case the documents, if any, incorporated by reference therein. (The terms
“supplement” and “amendment” or “amend” as used herein shall include all documents deemed to
be incorporated by reference in the Final Prospectus that are filed subsequent to the date
of the Basic Prospectus by EDC with the Commission pursuant to the Securities Exchange Act
of 1934, as amended (the “Exchange Act”)).
(c) As of the date hereof, when the Final Prospectus is first filed pursuant to Rule
424(b) under the Act, when, prior to the Closing Date, any amendment to the Registration
Statement becomes effective or is deemed to become effective under the Act, when any
supplement to the Final Prospectus is first filed with the Commission and at the Closing
Date, (i) the Registration Statement, as amended as of any such time, will fully comply in
all material respects with the provisions of the Act and the rules under the Act and will
not contain any untrue statement of a material fact and will not omit to state any material
fact required to be stated therein or necessary in order to make the statements therein not
misleading; and (ii) the Final Prospectus, as amended or
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supplemented as of any such time, will fully comply with the provisions of the Act and
the rules under the Act and will not contain an untrue statement of a material fact and will
not omit to state a material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they were made,
not misleading; provided, however, that EDC makes no representations or warranties as to the
information contained in or omitted from the Registration Statement or the Final Prospectus
or any amendment thereof or supplement thereto in reliance upon and in conformity with
information furnished in writing to EDC by or on behalf of any Underwriter through the
Representatives specifically for use in connection with the preparation thereof.
(d) No authorizations, approvals, waivers or consents of any agency or official of
Canada or the Province of Ontario thereof are required to permit the execution and delivery
of the Fiscal Agency Agreement and this Agreement by EDC, the issuance of the Securities and
the performance by EDC of its obligations thereunder and hereunder, except for the approval
of the Minister of Finance required by the Financial Administration Act of Canada (the “FA
Act”) which has been obtained.
(e) The Securities, when duly executed and duly authenticated pursuant to the Fiscal
Agency Agreement and upon delivery thereof and payment therefor in accordance with the
provisions of this Agreement, will constitute legal, valid and binding direct unconditional
obligations of EDC in accordance with their terms and, as such, will carry the full faith
and credit of Canada and will constitute direct unconditional obligations of and by Canada
and the payment of the principal of and interest on the Securities will be a charge on and
will be payable out of the Consolidated Revenue Fund of Canada (as defined in the FA Act).
(f) In issuing the Securities, EDC is not exceeding its borrowing limitations specified
in the Export Development Act of Canada or in any resolutions relating to the issue of the
Securities.
(g) Neither the execution and delivery of, nor compliance with, this Agreement or the
Securities will conflict with, or constitute a breach of, or a default under, any agreement
or other instrument to which EDC is a party or by which it is bound or any law or regulation
applicable to it.
(h) None of EDC, Canada or any person acting on its or their behalf (other than the
Underwriters, as to whom no representation or warranty is made) has engaged in any directed
selling efforts (as that term is defined in Regulation S under the Act (“Regulation S”))
with respect to the Offshore Securities.
(i) No litigation or proceedings of any kind are pending or threatened, attacking or in
any manner questioning the proceedings and authority under which the Securities are to be
issued or affecting the validity thereof, and no authority or proceedings for the issuance
of the Securities have been repealed, revoked or rescinded in whole or in part.
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2. Purchase and Sale. Subject to the terms and conditions and in reliance upon the
representations and warranties herein set forth, EDC agrees to sell to each Underwriter, and each
Underwriter agrees, severally and not jointly, to purchase from EDC, the principal amount of the
Securities set forth opposite such Underwriter’s name in Schedule II hereto, at the purchase price
of 99.673% of the principal amount (plus accrued interest, if any, from March 19, 2009), which
equals the issue price less selling, management and underwriting commissions of 0.10% of the
principal amount (the “Underwriting Commissions”)), and further agrees that the aggregate amount of
the Underwriting Commissions may be set-off against the aggregate issue price of the Securities.
3. Delivery and Payment. Delivery of the Securities, which shall be made at the office of
EDC, 151 O’Xxxxxx, Xxxxxx, Xxxxxx, X0X 0X0, and payment for the Securities shall be made on March
19, 2009 at 9:00 a.m. Eastern Time, which date and time may be postponed by agreement between the
Underwriters and EDC or as provided in Section 10 hereof (such date and time of delivery and
payment for the Securities being herein called the “Closing Date”). The Securities will be issued
in the form of one or more registered global securities (the “Global Securities”), which shall be
registered in the name of Cede & Co., as the nominee of The Depository Trust Company. The Global
Securities shall be substantially in the form annexed to the Fiscal Agency Agreement. Delivery of
the Global Securities shall be made to the Representatives or to their order for the respective
accounts of the several Underwriters against payment by the several Underwriters through the
Representatives of the issue price thereof to EDC in immediately available (same day) funds by
transfer to a United States dollar account specified by EDC. The Underwriters through the
Representatives shall be entitled to set-off against the payment of the issue price, the
Underwriting Commissions and reimbursement for expenses referred to in Section 8 hereof.
The Global Securities shall be made available for inspection and review by the Underwriters in
New York, New York, not later than 3:00 P.M. local time on the business day prior to the Closing
Date. For purposes of this paragraph, “business day” shall mean a day other than a Saturday,
Sunday or other day on which banking institutions in New York, New York are authorized or obligated
by law, regulation or executive order to close.
4. Listing. EDC agrees with the Underwriters to cooperate in the filing of an application to
list the Securities on the Euro MTF Market, the exchange regulated market of the Luxembourg Stock
Exchange (the “Stock Exchange”) prior to the Closing Date. EDC further agrees to furnish to the
Stock Exchange all documents, instruments, information and undertakings and to publish all
advertisements or other material that may be necessary in order to effect the listing of the
Securities and to cause such listing to be continued for so long as any of the Securities remain
outstanding; provided, however, that if in the opinion of EDC, the continuation of such listing
shall become unduly burdensome, then EDC may, in its sole discretion, terminate the listing of the
Securities on the Stock Exchange. In the event of such termination of listing, EDC shall use
reasonable endeavors to seek an alternative admission to listing, trading and/or quotation of the
Securities by another listing authority, securities exchange and/or quotation system, as determined
by EDC in its sole discretion, after consultation with the Representatives, provided that nothing
herein shall require EDC to seek an alternative admission in listing, trading and/or quotation of
the Securities on any securities exchange where it would be, as determined by EDC, impractical or
unduly burdensome to do so.
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5. Agreements. EDC agrees with the several Underwriters and the several Underwriters agree
with EDC, as the case may be, that:
(a) Prior to the termination of the offering of the Securities, EDC will not file any
amendment of the Registration Statement or supplement (including the Final Prospectus) to
the Time of Sale Information or the Basic Prospectus unless EDC has furnished you a copy for
your review prior to filing and will not file any such proposed amendment or supplement to
which you reasonably object. Subject to the foregoing sentence, EDC will cause the
Preliminary Final Prospectus and the Final Prospectus to be delivered to the Commission for
filing pursuant to Rule 424(b) via the Commission’s Electronic Data Gathering, Analysis, and
Retrieval system (“XXXXX”) and will cause the Final Prospectus to be filed with the
Commission pursuant to said Rule and EDC will file any Issuer Free Writing Prospectus to the
extent required by Rule 433 under the Act. EDC will promptly advise the Representatives (i)
when the Time of Sale Information or the Final Prospectus shall have been delivered to the
Commission for filing pursuant to Rule 424(b), (ii) when any amendment to the Registration
Statement relating to the Securities shall have become effective, (iii) of any request by
the Commission for any amendment of the Registration Statement or amendment of or supplement
to the Time of Sale Information or to the Final Prospectus or for any additional
information, (iv) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the institution or threatening of any
proceeding for that purpose and (v) of the receipt by EDC of any notification with respect
to the suspension of the qualification of the Securities for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose. EDC will use its best efforts
to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible
the withdrawal thereof.
(b) Before using or filing any Issuer Free Writing Prospectus other than the Issuer
Free Writing Prospectus in the form of Schedule I hereto, EDC will furnish to the
Representatives and counsel for the Underwriters a copy of the proposed Issuer Free Writing
Prospectus for review and will not use or file any such Issuer Free Writing Prospectus to
which the Representatives reasonably object; provided that the Representatives may not
object to a filing that is required by law.
(c) If, at any time when a prospectus relating to the Securities is required to be
delivered under the Act, any event occurs as a result of which the Time of Sale Information
or the Final Prospectus as then amended or supplemented would include any 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 shall be necessary to amend or supplement the Time of Sale Information or the Final
Prospectus to comply with the Act or the rules thereunder, EDC promptly will prepare and
file with the Commission, subject to the first sentence of paragraph (a) of this Section 5,
an amendment or supplement which will correct such statement or omission or an amendment
which will effect such compliance.
(d) There will be made generally available to the security holders of EDC a statement
of its income and retained earnings for its fiscal year commencing after the date hereof as
soon as practicable after the close of such fiscal year, which shall satisfy the
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provisions of Section 11(a) of the Act. Such statement of income and retained earnings
of EDC will be deemed to have been “made generally available to its security holders” when
filed pursuant to Section 13 or 15(d) of the Exchange Act.
(e) EDC will furnish to the Representatives and counsel for the Underwriters, without
charge, signed or conformed copies of the Registration Statement (including exhibits
thereto) and each amendment thereto which shall become effective on or prior to the Closing
Date and, so long as delivery of a prospectus by the Underwriters or a dealer may be
required by the Act, as many copies of any Preliminary Final Prospectus, any Issuer Free
Writing Prospectus and the Final Prospectus and any amendments thereof and supplements
thereto as the Underwriters may reasonably request.
(f) EDC will arrange for the qualification of the Registered Securities for sale under
the laws of such states in the United States as the Representatives may designate, will
maintain such qualifications in effect so long as required for the distribution of the
Registered Securities; provided that EDC shall not be obligated to qualify as a foreign
corporation in, or consent to general service of process under the laws of, any state or to
meet other requirements deemed by it to be unduly burdensome provided further, that nothing
herein shall require EDC to qualify the Securities in any other jurisdiction where it would
be, as determined by EDC in its sole discretion after consultation with the Representatives,
impractical or unduly burdensome to do so.
(g) EDC will pay (i) all expenses in connection with (A) the preparation, issue,
execution and delivery of the Securities (including the fees of the Fiscal Agent), (B) the
fee incurred in filing the Registration Statement (including all amendments thereto) any
Issuer Free Writing Prospectus and any Time of Sale Information with the Commission, and
(C) any fee payable to rating services in connection with the rating of the Securities and
(ii) the cost of printing and copying the Preliminary Final Prospectus, the Final Prospectus
and the documents incorporated by reference in the Time of Sale Information and the Final
Prospectus in such quantities as the Underwriters may reasonably request and the cost of
delivering the same to locations designated by the Underwriters and satisfactory to EDC in
its reasonable judgment and (iii) all stamp duties or other like taxes and duties or value
added taxes payable under the laws of the United Kingdom upon and in connection with the
execution, issue and subscription of the Securities or the execution and delivery of this
Agreement and the Fiscal Agency Agreement. Except as provided in Sections 8 and 9 hereof,
EDC shall not be required to pay or bear any fees or expenses of the Underwriters.
(h) Each Underwriter agrees with EDC to deliver (i) an initial allotment distribution
report, (ii) secondary market activity reports showing sales volumes by major market (Asia,
Canada, Europe and the United States) up to and including the Closing Date and
(iii) secondary market activity reports showing sales volumes by such major markets as
requested by EDC from time to time. The reports specified in (i) and (ii) above will be due
within one week of the Closing Date. The initial allotment distribution report and the
secondary market activity reports will be in the forms set forth in Schedule III hereof.
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(i) Each Underwriter agrees that it has not and will not use, authorize use of, refer
to, or participate in the planning for use of, any “Free Writing Prospectus”, as defined in
Rule 405 under the Act (which term includes use of any written information furnished to the
Commission by EDC and not incorporated by reference into the Registration Statement and any
press release issued by EDC) other than (i) the Issuer Free Writing Prospectus in the form
of Schedule I hereto or prepared pursuant to Section 5(b), or (ii) any “free writing
prospectus” prepared by such Underwriter and provided to and consented to by EDC in writing
(each such “free writing prospectus” referred to in this clause (ii), an “Underwriter Free
Writing Prospectus”); provided that the Underwriters may use a Bloomberg term sheet in
accordance with Section 5(l).
(j) Each Underwriter agrees that it has not and will not distribute any Underwriter
Free Writing Prospectus referred to in Section 5(i) in a manner that will lead to the
requirement to file such Underwriter Free Writing Prospectus with the Commission unless EDC
has consented in advance in writing to such distribution.
(k) Each Underwriter agrees that it has not and will not, without the prior written
consent of EDC, use any “free writing prospectus” that contains the final terms of the
Securities unless such terms have previously been included in an Issuer Free Writing
Prospectus filed or to be filed with the Commission; provided that Underwriters may use a
Bloomberg term sheet that contains some or all of the information in Schedule I hereto
without the consent of EDC; provided further that any Underwriter using such term sheet
shall notify EDC, and provide a copy of such term sheet to EDC, prior to, or substantially
concurrently with, the first use of such term sheet.
(l) Each Underwriter agrees that it is not subject to any pending proceeding under
Section 8A of the Act with respect to the offering (and will promptly notify EDC if any such
proceeding against it is initiated during the period that delivery of a prospectus by an
Underwriter or a dealer may be required by the Act).
6. Selling Restrictions. Each Underwriter, on behalf of itself and each of its affiliates
that participates in the initial distribution of the Securities, severally represents to and agrees
with EDC that:
(a) (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, as amended
(the “FSMA”)) received by it in connection with the issue and sale of the Securities in
circumstances in which Section 21(1) of the FSMA does not apply to EDC; 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 Securities in, from or otherwise involving the United Kingdom.
(b) The Securities have not been and will not be registered under the Financial
Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) (the “Financial
Instruments and Exchange Law”) and it and each such affiliate has not offered or sold, and
will not offer or sell, directly or indirectly, any of the Securities in
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Japan or to or for the benefit of any person resident in Japan (which term as used
herein means any person resident in Japan, including any corporation or other entity
organized under the laws of Japan) or to others 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, and otherwise in compliance with, the Financial Instruments
and Exchange Law available thereunder and in compliance with any other relevant laws of
Japan.
(c) (i) It and each such affiliate has not offered or sold and will not offer or sell,
directly or indirectly, in Hong Kong by means of any document, any Securities other than to
persons whose ordinary business it is to buy or sell shares or debentures, whether as
principal or agent, or in circumstances which do not constitute an offer to the public
within the meaning of the Companies Ordinance (Chap. 32) of Hong Kong and (ii) it and each
such affiliate has not issued and will not issue, directly or indirectly, any invitation or
advertisement relating to the Securities in Hong Kong (except if permitted to do so under
the securities laws of Hong Kong) other than with respect to Securities intended to be
disposed of to persons outside Hong Kong or to be disposed of in Hong Kong only to persons
whose business involves the acquisition, disposal or holding of securities, whether as
principal or as agent.
(d) The Offshore Securities have not been and will not be registered under the Act and
may not be offered or sold within the United States or its possessions or to, or for the
account or benefit of, U.S. persons except in accordance with Regulation S or pursuant to an
exemption from the registration requirements of the Act. Accordingly, neither it, nor any
of its affiliates or any persons acting on its behalf have engaged or will engage in any
directed selling efforts with respect to the Offshore Securities in violation of
Regulation S, and all offers and sales of the Offshore Securities by it, any of its
affiliates or any persons acting on its or their behalf have occurred or will occur in
offshore transactions, as such term is defined in Regulation S.
(e) 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 with effect from and including the date on which the Prospectus
Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”)
it has not made and will not make an offer of the Securities to the public in that Relevant
Member State other than:
(i) 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;
(ii) to any legal entity which has two or more of (A) an average of at least
250 employees during the last financial year; (B) a total balance sheet of more than
€43,000,000 and (C) an annual net turnover of more than
€50,000,000, as shown
in its last annual or consolidated accounts;
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(iii) to fewer than 100 natural or legal persons (other than qualified
investors as defined in the Prospectus Directive) subject to obtaining the prior
consent of the Representatives for any such offer; or
(iv) in any other circumstances falling within Article 3(2) of the Prospectus
Directive;
provided that no such offer of the Securities shall require EDC or any Underwriter to
publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a
prospectus pursuant to Article 16 of the Prospectus Directive.
For the purposes of this provision, the expression an “offer of the Securities to the
public” in relation to any 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
Securities to be offered so as to enable an investor to decide to purchase or subscribe the
Securities, as the same may be varied in that Member State by any measure implementing the
Prospectus Directive in that Member State and the expression “Prospectus Directive” means
Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member
State, and the expression “European Economic Area” means the member states of the European
Union together with Iceland, Norway and Liechtenstein.
(f) In addition to the provisions of Sections 6(a) through (e) above, it and each such
affiliate has not offered, sold or delivered and it and they will not offer, sell or
deliver, directly or indirectly, any of the Securities or distribute the Final Prospectus,
the Preliminary Final Prospectus, the Time of Sale Information, any “Free Writing
Prospectus,” the Basic Prospectus or any other offering material relating to the Securities,
in or from any jurisdiction except under circumstances that will, to the best of its or
their knowledge and belief, result in compliance with the applicable laws and regulations
thereof and which will not impose any obligations on EDC except as contained in this
Agreement. In addition, each Underwriter agrees with EDC to comply with the restrictions on
offers and sales of the Securities set forth in this Section 6.
(g) Without prejudice to the provisions of Sections 6(a) through (f) above, and except
for the qualification of the Securities for offer and sale and the determination of their
eligibility for investment under the applicable securities laws of such jurisdictions as the
Representatives may designate pursuant to Section 5(f), EDC shall not have any
responsibility for, and each Underwriter severally agrees with EDC that each such
Underwriter and its respective affiliates will obtain, any consent, approval or
authorization required by them for the offer, sale or delivery by them of any of the
Securities under the laws and regulations in force in any jurisdiction to which they are
subject or in or from which they make such offer, sale or delivery of any of the Securities.
7. Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to
purchase the Securities shall be subject to the accuracy of the representations and warranties on
the part of EDC contained herein as of the date hereof, as of the date of the
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effectiveness of any amendment to the Registration Statement filed prior to the Closing Date
and as of the Closing Date, to the accuracy of the statements of EDC made in any certificates
pursuant to the provisions hereof, to the performance by EDC of its obligations hereunder and to
the following additional conditions:
(a) (i) No stop order suspending the effectiveness of the Registration Statement shall
have been issued and no proceedings for that purpose shall have been instituted or shall be
pending, or, to the knowledge of EDC, shall be threatened by the Commission, (ii) there
shall be no material adverse change in the condition (financial or otherwise) or results of
operations or business or prospects of EDC from that set forth in the Registration
Statement, the Time of Sale Information and the Final Prospectus, other than changes arising
in the ordinary course of business, that in the reasonable judgment of EDC or the
Representatives would prevent or materially impair the marketing or enforcement of contracts
for sale of the Securities and (iii) there shall be no material adverse change in the
financial, economic or political condition of Canada from that set forth in the Registration
Statement, the Time of Sale Information and the Final Prospectus, other than changes arising
in the ordinary and normal course, that in the reasonable judgment of EDC or the
Representatives would prevent or materially impair the marketing or enforcement of contracts
for sale of the Securities and you shall have received, on the Closing Date, a certificate
dated the Closing Date and signed by an officer of EDC to the effect set forth in (i) and
(ii) above; and each Issuer Free Writing Prospectus, to the extent required by Rule 433
under the Act, and the Final Prospectus shall have been timely filed with the Commission
under the Act.
(b) You shall have received on the Closing Date a written opinion, dated the Closing
Date, of the Senior Legal Counsel for EDC, addressed to the Underwriters to the effect that:
(i) EDC exists as a corporation created by the Parliament of Canada pursuant to
the Export Development Act, and is an agent of Canada with full power and authority
to conduct its business as described in the Final Prospectus; pursuant to the
provisions of the FA Act, EDC is named as a Crown corporation.
(ii) The Securities have been duly authorized by all necessary corporate action
of EDC and have been duly signed by the duly appointed officers of EDC and upon
being duly authenticated pursuant to the Fiscal Agency Agreement, and when delivered
against payment therefor in accordance with this Agreement, the Securities will
constitute legal, valid and binding direct and unconditional general obligations of
EDC and as such of Canada in accordance with their terms, all irrespective of any
reconstruction, reorganization, amalgamation, merger, liquidation, dissolution or
winding-up of EDC or any transfer, sale or other disposition of all or substantially
all of the assets of EDC.
(iii) The Securities have been duly executed by EDC and when duly
authenticated, delivered and paid for in accordance with the provisions of this
Agreement will constitute securities issued on behalf of Canada with the authority
of Parliament and as such the payment of the principal thereof and interest
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thereon will be a charge on and will be payable out of the Consolidated Revenue
Fund of Canada.
(iv) No authorizations, approvals, waivers or consents of any agency or
official of Canada or of the Province of Ontario thereof are required to permit the
execution and delivery of the Fiscal Agency Agreement or this Agreement, the
issuance of the Securities and the performance by EDC of its respective obligations
thereunder and hereunder, except for the approval of the Minister of Finance as
required by the FA Act, which has been obtained.
(v) The Fiscal Agency Agreement has been duly authorized, executed and
delivered by EDC, and assuming the due authorization, execution, and delivery by the
Fiscal Agent, constitutes a legal, valid and binding agreement of EDC.
(vi) This Agreement has been duly authorized, executed and delivered by EDC
and, assuming due authorization, execution and delivery by each of the other parties
hereto, is a legal, valid and binding agreement of EDC, except as rights to
indemnity hereunder may be limited under applicable law, and any amounts which may
become due in accordance with the terms hereof to any Underwriter or any person who
controls any Underwriter within the meaning of the Act will constitute obligations
of EDC and of Canada notwithstanding any reconstruction, reorganization,
amalgamation, merger, liquidation, dissolution or winding-up of EDC or any transfer,
sale or other disposition of all or substantially all of the assets of EDC.
(vii) Neither the execution and delivery of the Fiscal Agency Agreement, the
Securities or this Agreement, nor the consummation of the transactions therein or
herein contemplated nor compliance with the terms and provisions thereof or hereof
will contravene any existing law, governmental rule, regulation, directive or order
of Canada or of the Province of Ontario binding on EDC.
(viii) The statements in the Preliminary Final Prospectus, when construed
together with the Issuer Free Writing Prospectus, and the Final Prospectus under the
captions “Description of Bonds”, “Description of the Debt Securities” and
“Underwriting”, insofar as such statements constitute a summary of the legal matters
or documents referred to therein, fairly present the information called for with
respect to such legal matters or documents.
(ix) The statements in the Preliminary Final Prospectus, when construed
together with the Issuer Free Writing Prospectus, and the Final Prospectus under the
headings “Tax Matters—Canadian Federal Income Tax Consequences” and “Tax
Matters—Canadian Federal Income Tax Consequences” to the extent that they
constitute matters of law or legal conclusion, accurately present the information
disclosed therein.
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(x) Although such counsel is not, except as stated above, passing upon and
assumes no responsibility for the accuracy, completeness or fairness of the
statements contained in the Registration Statement, the Time of Sale Information and
the Final Prospectus, as amended or supplemented, based upon participation by such
counsel or counsel reporting to him in conferences (including teleconferences)
attended by representatives of EDC and the Department of Finance of Canada at which
the contents of the Registration Statement, the Time of Sale Information and the
Final Prospectus and related matters were discussed, no facts have come to such
counsel’s attention which lead such counsel to believe that (A) the Registration
Statement, or any amendment thereof, at the time it became effective or was deemed
to be effective, contained any untrue statement of a material fact or omitted to
state a material fact necessary to make the statements therein not misleading, (B)
the Final Prospectus, as amended or supplemented, on its issue date or on the
Closing Date, contained or contains any untrue statement of a material fact or
omitted or omits to state a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading or (C)
the Time of Sale Information, at the Time of Sale contained any untrue statement of
a material fact or omitted to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.
In giving his opinion, the Senior Legal Counsel for EDC may rely on the opinion of Milbank,
Tweed, Xxxxxx & XxXxxx LLP as to matters of United States law.
(c) You shall have received on the Closing Date (i) a written opinion, dated the
Closing Date, of Milbank, Tweed, Xxxxxx & XxXxxx LLP, United States counsel for EDC,
addressed to the Underwriters, to the effect, insofar as the laws of the State of New York
or the federal laws of the United States of America are concerned, (A) set forth above in
paragraphs (b)(viii) and (x), (B) that the Registration Statement and the Final Prospectus
and each amendment thereof or supplement thereto as of their respective effective or issue
dates (except as to financial statements and financial data included therein as to which
such counsel need express no opinion) complied as to form in all material respects with the
Act and the rules thereunder, and (C) that the statements in the Preliminary Final
Prospectus, when construed together with the Issuer Free Writing Prospectus, and in the
Final Prospectus under the headings “Tax Matters—Certain U.S. Federal Tax Considerations”
and “Tax Matters—Certain U.S. Federal Tax Considerations” are accurate in all respects,
subject to the qualifications therein and (ii) a written letter, dated the Closing Date, of
Milbank, Tweed, Xxxxxx & XxXxxx, LLP, United States counsel for EDC, to the effect that
although such counsel is not, except as stated above, passing upon and assumes no
responsibility for the accuracy, completeness or fairness of the statements contained in the
Registration Statement, the Time of Sale Information and the Final Prospectus, as amended or
supplemented, based upon participation by such counsel in conferences (including
teleconferences) attended by representatives of EDC at which the contents of the
Registration Statement, the Time of Sale Information and the Final Prospectus and related
matters were discussed, no facts have come to such counsel’s attention which lead such
counsel to believe that (A) the Registration Statement, or any amendment thereof, at the
time it became effective or was
12
deemed to be effective, contained any untrue statement of a material fact or omitted to
state a material fact necessary to make the statements therein not misleading, (B) the Final
Prospectus, as amended or supplemented, on its issue date or on the Closing Date, contained
or contains any untrue statement of a material fact or omitted or omits to state a material
fact necessary to make the statements therein, in the light of the circumstances under which
they were made, not misleading or (C) the Time of Sale Information, at the Time of Sale
contained any untrue statement of a material fact or omitted to state a material fact
necessary to make the statements therein, in the light of the circumstances under which they
were made, not misleading. In addition, such counsel shall state that in the opinion
referred to in clause (i) above, assuming the accuracy of the representations and warranties
and satisfaction of the agreements contained herein, no registration of the Offshore
Securities under the Act is required for the offer, sale or issuance of the Offshore
Securities in the manner contemplated by the Time of Sale Information, the Final Prospectus
and this Agreement, except that such counsel need express no opinion as to when and under
what circumstances the Offshore Securities may be reoffered or resold in the United States
or to U.S. persons. In giving their opinion Milbank, Tweed, Xxxxxx & XxXxxx LLP may rely on
the opinion of the Senior Legal Counsel for EDC, as to matters of Canadian and Ontario law.
(d) The Underwriters shall have received from Xxxxx Xxxx & Xxxxxxxx, United States
counsel for the Underwriters, and Stikeman Elliott LLP, Canadian counsel for the
Underwriters, favorable opinions dated the Closing Date, as to the form and validity of the
Securities and as to the proceedings and other related matters incident to the issuance and
sale of the Securities, and the Underwriters shall have received from Xxxxx Xxxx & Xxxxxxxx
a favorable opinion dated the Closing Date with respect to the Registration Statement, the
Time of Sale Information and the Final Prospectus. In giving their opinion, Xxxxx Xxxx &
Xxxxxxxx may rely on the opinion of Stikeman Elliott LLP as to matters of Canadian and
Ontario law and Stikeman Elliott LLP may rely on the opinion of the Senior Legal Counsel for
EDC, as to certain matters relating to the due authorization of the Securities.
(e) The representations and warranties of EDC herein shall be true and correct on the
date hereof and on the Closing Date; EDC shall not have failed, on or prior to the Closing
Date, to have performed all agreements and satisfied all conditions herein contained which
should have been performed or satisfied by it at or prior to such time; and the Underwriters
shall have received, at the time of closing, a certificate to the foregoing effect dated the
Closing Date and signed by an executive officer of EDC.
(f) On or prior to the Closing Date, EDC shall have furnished to the Underwriters such
further certificates and documents as they or their counsel shall reasonably request.
If any of the conditions specified in this Section 7 shall not have been fulfilled in all
material respects when and as provided in this Agreement, or if any of the opinions and
certificates mentioned above or elsewhere in this Agreement shall not be in all material respects
reasonably satisfactory in form and substance to the Representatives and their counsel, this
Agreement and all obligations of the Underwriters hereunder may be cancelled at, or at any time
13
prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given
to EDC in writing or by telephone or telegraph confirmed in writing.
8. Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein
is not consummated because any condition to the obligations of the Underwriters set forth in
Section 7 hereof is not satisfied or because of any refusal, inability or failure on the part of
EDC to perform any agreement herein or comply with any provision hereof other than by reason of a
default by the Underwriters, EDC will reimburse the Underwriters upon demand for all out-of-pocket
expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by
them in connection with the proposed purchase and sale of the Securities.
9. Indemnification and Contribution. (a) EDC agrees to indemnify and hold harmless each
Underwriter and each person who controls any Underwriter within the meaning of the Act against any
and all losses, claims, damages or liabilities, joint or several, to which they or any of them may
become subject under the Act, the Exchange Act or other Federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement for the registration of the
Securities as originally filed or in any amendment thereof, or in the Basic Prospectus, any
Preliminary Final Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information, the
Final Prospectus, any agreed upon marketing brochure or the invitation or allotment telexes, or in
any amendment thereof 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, and agrees, subject to the provisions of paragraph (c)
below, to reimburse each such indemnified party for any legal or other expenses reasonably incurred
by them (as such expenses are incurred) in connection with investigating or defending any such
loss, claim, damage, liability or action; provided, however, that (i) EDC will not be liable in any
such case to the extent that any such loss, claim, damage or liability arises out of or is based
upon any such untrue statement or alleged untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with written information furnished to EDC by or on
behalf of any Underwriter through the Representatives specifically for use in connection with the
preparation thereof, and (ii) any such loss, claim, damage or liability arises out of any untrue
statement or omission or alleged untrue statement or omission in the Preliminary Final Prospectus
if such untrue statement or omission or alleged untrue statement or omission is corrected in all
material respects in an Issuer Free Writing Prospectus prepared by EDC and if, having previously
been furnished by or on behalf of EDC with copies of the Issuer Free Writing Prospectus
sufficiently far in advance of the time at which the public offering price of the Securities of a
particular tranche was determined by EDC and the Underwriters so as to permit delivery of such
Issuer Free Writing Prospectus to investors prior to such time, such Underwriter thereafter failed
to send or give or otherwise convey to such person, at or prior to the Time of Sale, such Issuer
Free Writing Prospectus or the information contained therein that would have corrected such defect.
This indemnity agreement will be in addition to any liability which EDC may otherwise have.
(b) Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless EDC,
each of its directors, each of its officers who signs the Registration Statement,
14
and each person who controls EDC within the meaning of the Act, to the same extent as the
foregoing indemnity from EDC to each Underwriter, 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 reference to written information relating to such Underwriter furnished to EDC by
or on behalf of such Underwriter through the Representatives specifically for use in the
preparation of the documents referred to in the foregoing indemnity. This indemnity agreement will
be in addition to any liability which any Underwriter may otherwise have. EDC acknowledges for the
purposes of this paragraph (b) that the statements under the heading “Underwriting” (except for the
statements in the paragraph relating to certain expenses of EDC and the paragraph relating to
indemnification of certain liabilities and reimbursement of certain expenses by EDC) in the
Preliminary Final Prospectus and the Final Prospectus constitute the only information furnished in
writing by or on behalf of the Underwriters for inclusion in the Preliminary Final Prospectus and
the Final Prospectus, and the Underwriters confirm that such statements are correct.
(c) Promptly after receipt by an indemnified party under this Section 9 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 9, 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
9. 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 therein, and to the extent that it may elect by written notice delivered to the
indemnified party promptly after receiving the aforesaid notice from such indemnified party, to
assume the defense thereof, with counsel reasonably satisfactory to such indemnified party;
provided, however, if the defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded that there may be
legal defenses available to it and/or other indemnified parties which are different from or
additional to those available to the indemnifying party, the indemnified party or parties shall
have the right to select separate counsel to assert such legal defenses and to otherwise
participate in the defense of such action on behalf of such indemnified party or parties. Upon
receipt of notice from the indemnifying party to such indemnified party of its election so to
assume the defense of such action and approval by the indemnified party of counsel, the
indemnifying party will not be liable to such indemnified party under this Section 9 for any legal
or other expenses subsequently incurred by such indemnified party in connection with the defense
thereof unless (i) the indemnified party shall have employed separate counsel in connection with
the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it
being understood, however, that the indemnifying party shall not be liable for the expenses of more
than one separate counsel, approved by the Representatives in the case of paragraph (a) above,
representing the indemnified parties under paragraph (a) who are parties to such action), (ii) the
indemnifying party shall not have employed counsel satisfactory to the indemnified party to
represent the indemnified party within a reasonable time after notice of commencement of the action
or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party
at the expense of the indemnifying party, and except that, if clause (i) or (iii) is applicable,
such liability shall be only in respect of the counsel referred to in such clause (i) or (iii).
The indemnifying party shall not be liable for any settlement of any proceeding effected without
its written consent but if settled with such consent or if it be a final judgment for the
15
plaintiff the indemnifying party agrees to indemnify the indemnified party from and against
any loss or liability by reason of such settlement or judgment.
(d) In order to provide for just and equitable contribution in circumstances in which the
indemnification provided for in paragraph (a) or (b) of this Section 9 is due in accordance with
its terms but is for any reason held by a court to be unavailable from EDC or the Underwriters, as
the case may be, on grounds of policy or otherwise, EDC and the Underwriters shall contribute to
the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending same) to which EDC and one or more of the
Underwriters may be subject in such proportion so that the Underwriters are responsible for that
portion represented by the percentage that the Underwriting Commissions bears to the issue price of
the Securities set forth on Schedule I hereto and EDC is responsible for the balance; provided,
however, that (i) in no case shall any Underwriter (except as may be provided in any separate
agreement among Underwriters) be responsible for any amount in excess of the Underwriting
Commissions applicable to the Securities purchased by such Underwriter hereunder and (ii) no person
guilty of fraudulent misrepresentation (within the meaning of Section 11 (f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
For purposes of this Section 9, each person who controls an Underwriter within the meaning of the
Act shall have the same rights to contribution as such Underwriter, and each person who controls
EDC within the meaning of the Act, each officer of EDC who shall have signed the Registration
Statement and each director of EDC shall have the same rights to contribution as EDC, subject in
each case to clause (i) of this paragraph (d). Any party entitled to contribution will, promptly
after receipt of notice of commencement of any action, suit or proceeding against such party in
respect of which a claim for contribution may be made against another party or parties under this
paragraph (d), notify such party or parties from whom contribution may be sought, but the omission
to so notify such party or parties shall not relieve the party or parties from whom contribution
may be sought from any other obligation it or they may have hereunder or otherwise than under this
paragraph (d).
10. Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay
for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and
such failure to purchase shall constitute a default in the performance of its or their obligations
under this Agreement, the remaining Underwriters shall be obliged severally to take up and pay for
(in the respective proportions which the amount of Securities set forth opposite their names in
Schedule II hereto bear to the aggregate amount of Securities set opposite the names of all the
remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but
failed to purchase; provided, however, that in the event that the aggregate amount of Securities
which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of
the aggregate amount of Securities set forth in Schedule II hereto, and arrangements satisfactory
to the remaining Underwriters and EDC for the purchase of such Securities are not made within 48
hours after such default, this Agreement will terminate without liability to any non-defaulting
Underwriter or EDC. In the event of a default by any Underwriter as set forth in this Section 10,
which shall not cause this Agreement to be terminated, either EDC or the Representatives shall have
the right to postpone the Closing Date for such period, not exceeding seven days, as the
Representatives shall determine in order that the required changes in the Registration Statement
and the Final Prospectus or in any other documents or arrangements may be effected. Nothing
contained in this Agreement shall relieve
16
any defaulting Underwriter of its liability, if any, to EDC and any nondefaulting Underwriter
for damages occasioned by its default hereunder.
11. Termination. This Agreement shall be subject to termination in the absolute discretion of
EDC or the Representatives, by notice given to EDC or the Representatives, as the case may be,
prior to delivery and payment for the Securities, if prior to that time, there shall have occurred
such a change in national or international financial, political or economic conditions or currency
exchange rates or exchange controls which, in the reasonable judgment of the Representatives or
EDC, as the case may be, is material and adverse and such changes, singly or together with any
other such change, makes it, in the reasonable judgment of the Representatives or EDC, as the case
may be, impracticable to market the Securities on the terms and in the manner contemplated in the
Time of Sale Information or the Final Prospectus. Notwithstanding any such termination, the
provisions of Sections 8, 9, 12 and 16 hereof shall remain in effect.
12. Representations and Indemnities to Survive. The respective agreements, representations,
warranties, indemnities and other statements of EDC or its officers and of the Underwriters set
forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of the Underwriters or EDC or any of the officers, directors or
controlling persons referred to in Section 9 hereof, and will survive delivery of and payment for
the Securities. The provisions of Sections 8 and 9 hereof shall survive the termination or
cancellation of this Agreement.
13. Stabilization and Over-allotment. Any over-allotment or stabilization transaction by the
Underwriters in connection with the distribution of the Securities shall be effected by them on
their own behalf and not as agents of EDC, and any gain or loss arising therefrom shall be for
their own account. The Underwriters acknowledge that EDC has not been authorized to issue
Securities in excess of the principal amount set forth in Schedule I hereto. The Underwriters also
acknowledge that EDC has not authorized the carrying out by the Underwriters of stabilization
transactions other than in conformity with applicable rules, including those made pursuant to the
applicable United Kingdom legislation and Regulation M promulgated by the Commission (if
applicable). EDC has not issued and will not issue, without the prior consent of the
Representatives, any press or other public announcement in the European Economic Area referring to
the proposed issue of the Securities unless the announcement adequately discloses that stabilizing
action may take place in relation to the Securities. EDC authorizes the Underwriter(s) acting as
stabilizing agent(s) to make such public disclosure of the stabilization as is required under, and
in accordance with, all applicable laws, regulations and rules.
14. Notices. All communications hereunder will be in writing and effective only on receipt,
and, if sent to the Representatives or the Underwriters, will be mailed, delivered or telegraphed
and confirmed to them, at the address specified in Schedule II hereto; or, if sent to EDC, will be
mailed, delivered or telegraphed and confirmed to it at 000 X’Xxxxxx Xxxxxx, Xxxxxx, Xxxxxx,
attention of the Vice President and Treasurer.
15. No Fiduciary Relationship. EDC acknowledges and agrees that (a) the purchase and sale of
the Securities pursuant to this Agreement is an arm’s-length commercial transaction
17
between EDC, on the one hand, and the several Underwriters, on the other hand, (b) in
connection with the offering contemplated hereby and the process leading to such transaction each
Underwriter is and has been acting as a principal and is not the agent or fiduciary of EDC, or its
respective creditors, employees or any other party and (c) the Underwriters have not provided any
legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and
EDC has consulted its own respective legal, accounting, regulatory and tax advisors to the extent
it deemed appropriate.
16. Successors. This Agreement will inure to the benefit of and be binding upon the parties
hereto and their respective successors and the officers and directors and controlling persons
referred to in Section 9 hereof, and no other person will have any right or obligation hereunder.
17. Applicable Law. This Agreement will be governed by and construed in accordance with the
laws of the State of New York.
18. Advertisements. All advertisements of the Securities shall be published in a form or
forms and manner to which EDC consents in writing prior to the date of publication. EDC may
withhold its consent in its discretion regarding the use of any symbol in any such advertisement
and the publication in which such advertisement is to appear.
19. Counterparts. This Agreement may be signed in any number of counterparts (including
counterparts by facsimile), each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
18
If the foregoing is in accordance with your understanding of our agreement, please sign and
return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall
represent a binding agreement among the Company and the several Underwriters.
| Very truly yours, EXPORT DEVELOPMENT CANADA |
||||
| By: | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Vice-President and Treasurer | |||
The foregoing Agreement is hereby confirmed and accepted
as of the date first above written.
The Toronto-Dominion Bank
By:
|
/s/ Xxxx Xxxxx
|
|||
| Name: Xxxx Xxxxx | ||||
| Title: Managing Director | ||||
Acting
severally on behalf of themselves and the other several
Underwriters named in Schedule II to the foregoing
Agreement.
Underwriters named in Schedule II to the foregoing
Agreement.
SCHEDULE I
Export Development Canada / Exportation et développement Canada (“EDC”)
U.S. $1,500,000,000 2.375% United States Dollar Bonds due 2012
U.S. $1,500,000,000 2.375% United States Dollar Bonds due 2012
Final Term Sheet
Issuer:
|
Export Development Canada / Exportation et développement Canada | |
Title:
|
2.375% United States Dollar Bonds due March 19, 2012 | |
Ratings:
|
AAA/Aaa/AAA (S&P, Moodys, DBRS) | |
Format:
|
SEC Registered | |
Size:
|
$1,500,000,000 | |
Trade Date:
|
Xxxxx 00, 0000 | |
Xxxxxxxxxx Date:
|
Xxxxx 00, 0000 | |
Xxxxxxxx Date:
|
March 19, 2012 | |
Callable:
|
No, unless any change in the laws or regulations of Canada that would require the payment by EDC of additional amounts on the bonds | |
Interest Payment Dates:
|
March 19 and September 19 | |
First Interest Payment Date:
|
September 19, 2009 | |
Benchmark Treasury:
|
UST 1.375% due March 15, 2012 | |
Benchmark Treasury Yield:
|
1.458% | |
Spread to Benchmark Treasury:
|
+99.6 bps | |
Yield to Maturity:
|
2.454% | |
Coupon:
|
2.375% | |
Price:
|
99.773% | |
Day Count:
|
00/000 | |
Xxxxxxxxx Xxxxxxxx:
|
Xxxxxx Xxxxxx Dollars (“$”) | |
Minimum Denomination:
|
$5,000 and increments of $5,000 in excess thereof | |
Listing:
|
Luxembourg Euro MTF Market | |
Status:
|
The bonds will carry the full faith and credit of Canada. The payment of the principal of and interest on the bonds will constitute a charge on and be payable out of the Consolidated Revenue Fund of Canada | |
Governing Law:
|
Province of Ontario / Canada | |
Business Days:
|
Xxx Xxxx, Xxxxxx, Xxxxxxx | |
Representatives:
|
Citigroup Global Markets Inc., HSBC Securities (USA) Inc., Xxxxxx Xxxxxxx & Co. International plc and The Toronto-Dominion Bank | |
Co-managers:
|
BNP Paribas Securities Corp. | |
| Calyon Securities (USA) Inc. | ||
| CIBC World Markets Corp. | ||
| Credit Suisse Securities (Europe) Limited | ||
| Deutsche Bank Securities Inc. | ||
| X.X. Xxxxxx Securities Ltd. | ||
| Mizuho International plc | ||
| RBC Capital Markets Corporation | ||
| Scotia Capital (USA) Inc. | ||
| UBS Limited | ||
Billing and Delivering:
|
HSBC Securities (USA) Inc. | |
Cusip # ISIN #:
|
CUSIP: 30216B BQ4 | |
| ISIN: US30216BBQ41 | ||
Reference Document:
|
Prospectus Supplement subject to completion, dated March 11, 2009; | |
| Prospectus dated January 15, 2008; | ||
| xxxx://xxxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/000000/000000000000000000/x00000x000x0.xxx |
Legend:
|
This communication is intended for the sole use of the person to whom it is
provided by us. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-877-858-5407 for Citigroup Global Markets Inc., 0-000-000-0000 for HSBC Securities (USA) Inc., 0-000-000-0000 for Xxxxxx Xxxxxxx & Co. International plc and 0-000-000-0000 for The Toronto-Dominion Bank. |
2
SCHEDULE II
| Principal Amount of Securities to | ||||||
| Underwriter | Address | be Purchased | ||||
Citigroup Global Markets Inc.
|
000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 |
$ | 337,500,000 | |||
HSBC Securities (USA) Inc.
|
000 Xxxxx Xxxxxx, Xxxxx 0 Xxx Xxxx, XX 00000 |
$ | 337,500,000 | |||
Xxxxxx Xxxxxxx & Co. International plc
|
00 Xxxx Xxxxxx, Xxxxxx Xxxxx, Xxxxxx X00 0XX |
$ | 337,500,000 | |||
The Toronto-Dominion Bank
|
Triton Court, 00-00 Xxxxxxxx Xxxxxx Xxxxxx, XX0X 0XX |
$ | 337,500,000 | |||
BNP Paribas Securities Corp.
|
000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 |
$ | 15,000,000 | |||
Calyon Securities (USA) Inc.
|
0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 |
$ | 15,000,000 | |||
CIBC World Markets Corp.
|
000 Xxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 |
$ | 15,000,000 | |||
Credit Suisse Securities (Europe) Limited
|
One Xxxxx Xxxxxx, Xxxxxx Xxxxx, Xxxxxx X00 0XX |
$ | 15,000,000 | |||
Deutsche Bank Securities Inc.
|
00 Xxxx Xxxxxx Xxx Xxxx, XX 00000 |
$ | 15,000,000 | |||
X.X. Xxxxxx Securities Ltd.
|
000 Xxxxxx Xxxx, Xxxxxx XX0X 0XX |
$ | 15,000,000 | |||
Mizuho International plc
|
Xxxxxxx Xxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxx XX0X 0XX |
$ | 15,000,000 | |||
RBC Capital Markets Corporation
|
One Liberty Place 000 Xxxxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 |
$ | 15,000,000 | |||
Scotia Capital (USA) Inc.
|
Xxx Xxxxxxx Xxxxx 000 Xxxxxxxx Xxx Xxxx, XX 00000 |
$ | 15,000,000 | |||
UBS Limited
|
One Liberty Place, 000 Xxxxxxxx, Xxx Xxxx, XX 00000 |
$ | 15,000,000 | |||
SCHEDULE III
EXPORT DEVELOPMENT CANADA
U.S. $1,500,000,000 2.375% United States Dollar Bonds due March 19, 2012
Initial Allotment Distribution Report
| NORTH AMERICA | ||||||||||||||||||||||||||||||||||||||||||||||||
| ASIA AND AUSTRALIA | LATIN AMERICA | EUROPE, MIDDLE EAST | ||||||||||||||||||||||||||||||||||||||||||||||
| (includes Japan Domestic) | (includes Canada Domestic) | AND AFRICA | TOTAL SALES | |||||||||||||||||||||||||||||||||||||||||||||
| No. of | U.S. $ | Order Size | No. of | U.S. $ | Order Size | No. of | U.S. $ | Order Size | No. of | U.S. $ | Order Size | |||||||||||||||||||||||||||||||||||||
| Type of Investor | Sales | Amount | Range | Sales | Amount | Range | Sales | Amount | Range | Sales | Amount | Range | ||||||||||||||||||||||||||||||||||||
Bank Portfolios |
||||||||||||||||||||||||||||||||||||||||||||||||
Central Banks |
||||||||||||||||||||||||||||||||||||||||||||||||
Government Funds — Central/State — Local |
||||||||||||||||||||||||||||||||||||||||||||||||
Individuals |
||||||||||||||||||||||||||||||||||||||||||||||||
Insurance Companies — Life — Casualty |
||||||||||||||||||||||||||||||||||||||||||||||||
Investment Managers — Bank/Trust — Others |
||||||||||||||||||||||||||||||||||||||||||||||||
Pension Funds — Government — Corporate |
||||||||||||||||||||||||||||||||||||||||||||||||
Broker/Dealers |
||||||||||||||||||||||||||||||||||||||||||||||||
Corporate |
||||||||||||||||||||||||||||||||||||||||||||||||
EXPORT DEVELOPMENT CANADA
U.S. $1,500,000,000 2.375% United States Dollar Bonds due March 19, 2012
Initial Allotment Distribution Report (continued)
| CANADA DOMESTIC | ||||||||||||
| No. of | Order Size | |||||||||||
| Type of Investor | Sales | U.S. $ Amount | Range | |||||||||
Bank Portfolios |
||||||||||||
Central Banks |
||||||||||||
Government Funds — Central/State — Local |
||||||||||||
Individuals |
||||||||||||
Insurance Companies — Life — Casualty |
||||||||||||
Investment Managers — Bank/Trust — Others |
||||||||||||
Pension Funds — Government — Corporate |
||||||||||||
Broker/Dealers |
||||||||||||
Corporate |
||||||||||||
| JAPAN DOMESTIC | ||||||||||||
| No. of | Order Size | |||||||||||
| Type of Investor | Sales | U.S. $ Amount | Range | |||||||||
Bank Portfolios |
||||||||||||
Central Banks |
||||||||||||
Government Funds — Central/State — Local |
||||||||||||
Individuals |
||||||||||||
Insurance Companies — Life — Casualty |
||||||||||||
Investment Managers — Bank/Trust — Others |
||||||||||||
Pension Funds — Government — Corporate |
||||||||||||
Broker/Dealers |
||||||||||||
Corporate |
||||||||||||
2
EXPORT DEVELOPMENT CANADA
U.S. $1,500,000,000 2.375% United States Dollar Bonds due March 19, 2012
Secondary Market Distribution Report for the period
from to
Secondary Market Distribution Report for the period
from to
| NORTH AMERICA | ||||||||||||||||||||||||||||||||||||||||||||||||
| ASIA AND AUSTRALIA | LATIN AMERICA | EUROPE, MIDDLE EAST | ||||||||||||||||||||||||||||||||||||||||||||||
| (includes Japan Domestic) | (includes Canada Domestic) | AND AFRICA | TOTAL SALES | |||||||||||||||||||||||||||||||||||||||||||||
| No. of | U.S. $ | Order Size | No. of | U.S. $ | Order Size | No. of | U.S. $ | Order Size | No. of | U.S. $ | Order Size | |||||||||||||||||||||||||||||||||||||
| Type of Investor | Sales | Amount | Range | Sales | Amount | Range | Sales | Amount | Range | Sales | Amount | Range | ||||||||||||||||||||||||||||||||||||
Bank Portfolios |
||||||||||||||||||||||||||||||||||||||||||||||||
Central Banks |
||||||||||||||||||||||||||||||||||||||||||||||||
Government Funds — Central/State — Local |
||||||||||||||||||||||||||||||||||||||||||||||||
Individuals |
||||||||||||||||||||||||||||||||||||||||||||||||
Insurance Companies — Life — Casualty |
||||||||||||||||||||||||||||||||||||||||||||||||
Investment Managers — Bank/Trust — Others |
||||||||||||||||||||||||||||||||||||||||||||||||
Pension Funds — Government — Corporate |
||||||||||||||||||||||||||||||||||||||||||||||||
Broker/Dealers |
||||||||||||||||||||||||||||||||||||||||||||||||
Corporate |
||||||||||||||||||||||||||||||||||||||||||||||||
EXPORT DEVELOPMENT CANADA
U.S. $1,500,000,000 2.375% United States Dollar Bonds due March 19, 2012
Secondary Market Distribution Report for the period
from to (continued)
Secondary Market Distribution Report for the period
from to (continued)
| CANADA DOMESTIC | ||||||||||||
| No. of | Order Size | |||||||||||
| Type of Investor | Sales | U.S. $ Amount | Range | |||||||||
Bank Portfolios |
||||||||||||
Central Banks |
||||||||||||
Government Funds — Central/State — Local |
||||||||||||
Individuals |
||||||||||||
Insurance Companies — Life — Casualty |
||||||||||||
Investment Managers — Bank/Trust — Others |
||||||||||||
Pension Funds — Government — Corporate |
||||||||||||
Broker/Dealers |
||||||||||||
Corporate |
||||||||||||
| JAPAN DOMESTIC | ||||||||||||
| No. of | Order Size | |||||||||||
| Type of Investor | Sales | U.S. $ Amount | Range | |||||||||
Bank Portfolios |
||||||||||||
Central Banks |
||||||||||||
Government Funds — Central/State — Local |
||||||||||||
Individuals |
||||||||||||
Insurance Companies — Life — Casualty |
||||||||||||
Investment Managers — Bank/Trust — Others |
||||||||||||
Pension Funds — Government — Corporate |
||||||||||||
Broker/Dealers |
||||||||||||
Corporate |
||||||||||||
2
