0001104659-11-048912 Sample Contracts

QUÉBEC TERMS AGREEMENT
Terms Agreement • August 26th, 2011 • Quebec • Foreign governments

Québec Ministère des Finances Direction du financement des organismes publics et de la documentation financière 12 rue Saint-Louis Québec, Québec Canada G1R 5L3

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FISCAL AGENCY AGREEMENT
Fiscal Agency Agreement • August 26th, 2011 • Quebec • Foreign governments

WHEREAS pursuant to a terms agreement (the “Terms Agreement”), dated August 18, 2011, between the Issuer and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Representative of the several Underwriters named therein, which incorporates by reference all of the provisions of the Québec Underwriting Agreement Standard Provisions (Debt Securities), dated August 18, 2011, the Issuer has agreed to create, issue and sell U.S.$1,400,000,000 aggregate principal amount of 2.750% Global Notes Series QK due August 25, 2021 (herein collectively called the “Notes” or, individually, a “Note”);

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