Supplement, Vol. 133, No. 18 — May 1, 1999

ST. JOHN'S PORT AUTHORITY

BY THE MINISTER OF TRANSPORT:

WHEREAS subsection 12(1) of the Canada Marine Act provides that the port authorities set out in the schedule to that Act on the day that section comes into force are automatically continued or deemed to be incorporated and that the Minister of Transport shall issue them letters patent that set out the information required by subsection 8(2) of that Act;

AND WHEREAS the Canada Marine Act received Royal Assent on the 11th day of June, 1998 and comes into force with respect to the St. John's Port Authority on the 1st day of May, 1999;

NOW KNOW YOU that under the authority of the Canada Marine Act, by these letters patent, the St. John's Port Authority is automatically continued under the Act as follows:

ARTICLE 1

EFFECTIVE DATE, DEFINITIONS AND INTERPRETATION

1.1 Effective Date. These Letters Patent take effect on the 1st day of May, 1999.

1.2 Definitions. In these Letters Patent, unless the context otherwise requires, terms used herein shall have the meaning ascribed to such terms in the Act and in addition:

"Act" means the Canada Marine Act as amended from time to time; (Loi)

"Appointing Body" means, in relation to a director, the body, entity or authority appointing such director; (Organisme de nomination)

"Authority" means the port authority continued by the Letters Patent; (Administration)

"Board" means the board of directors of the Authority; (Conseil)

"Borrowing" has the meaning ascribed to such term in section 9.3; (Emprunts)

"Capital Investment" means in relation to a Subsidiary, an amount equal to the aggregate of the aggregate potential liability of the Authority pursuant to the terms of a Permitted Indemnity or Guarantee and any contribution of cash or property made by the Authority to such Subsidiary whether by way of outstanding shareholder loan, subscription for shares, gift or otherwise, other than contributions by the Authority to the Subsidiary by way of a lease or licence of property held or administered by the Authority for fair market value; (Capital engagé)

"Capitalized Lease Liabilities" means all monetary obligations of the Authority under any leasing or similar arrangements which, in accordance with GAAP, would be classified as capitalized leases and the amount of such obligations for the purposes of calculating Borrowing shall be the capitalized amount thereof, determined in accordance with GAAP; (Passif de contrat de location-acquisition)

"Classes of Users" means the classes of users for the purposes of subparagraph 8(2)(f)(iv) of the Act which are described in the annexed Schedule D; (Catégories d'utilisateurs)

"Code of Conduct" means the code of conduct governing the conduct of directors and officers set forth in the annexed Schedule E; (Code de déontologie)

"Contingent Liability" means any agreement, undertaking or arrangement by which the Authority guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, obligation or any other liability of any other person or entity (other than by endorsements of instruments in the course of collection), or guarantees the payment of dividends or other distributions. The amount of any obligation under any Contingent Liability shall (subject to any limitation set forth therein) be deemed to be the outstanding principal amount (or maximum principal amount, if larger) of the debt, obligation or other liability guaranteed thereby; (Élément de passif éventuel)

"Director" means a member of the Board; (Administrateur)

"Fair Market Value" means for a good, service, facility or right, the amount which would be paid or received by an arm's length third party acting free from compulsion or duress in an open market for a comparable good, service right or facility available on comparable terms; (Juste valeur marchande)

"Fiscal Year" means the fiscal year of the Authority, as established by the Authority from time to time; (Exercice)

"GAAP" means generally accepted accounting principles in Canada; (PCGR)

"Governance Committee" has the meaning ascribed to such term in section 4.16; (Comité de régie)

"Gross Revenue Charge" has the meaning ascribed to such term in section 6.2; (Frais sur les revenus bruts)

"Her Majesty" means Her Majesty in Right of Canada; (Sa Majesté)

"Letters Patent" means these letters patent as amended by supplementary letters patent, if any, and includes any schedules hereto and thereto; (Lettres patentes)

"Minister" means the Minister of Transport; (Ministre)

"Officer" means an officer of the Authority; (Dirigeant)

"Permitted Indemnity or Guarantee" means financial assistance given by the Authority for the benefit of any Subsidiary, whether by way of indemnity, guarantee or otherwise which financial assistance must state the aggregate potential liability of the Authority in dollar terms; (Indemnité ou garantie autorisée)

"Regulations" means the regulations made under the Act; (Règlement)

"Significant Legal Proceedings" means legal proceedings for which the Authority or any Subsidiary has been served with written notice of the commencement of legal proceedings where such notice claims damages in excess of $250,000; (Procédure judiciaire importante)

"Subsidiary" means any wholly-owned subsidiary of the Authority incorporated from time to time in accordance with the Act and these Letters Patent; (Filiale)

"Sufficient Return" means monies paid to the Authority in a Fiscal Year by a Subsidiary in which the Authority has made a Capital Investment in an amount no less than the annual yield which would have been received by the Authority had it invested an amount equal to the Capital Investment, less the amount of the aggregate potential liability of the Authority pursuant to the terms of any Permitted Indemnity or Guarantee, if any, comprised in such Capital Investment, in non-callable Government of Canada bonds, issued at par, in Canada on the closest issue date to the date upon which the Capital Investment was made by the Authority and maturing ten years from the date of issue; (Rendement suffisant)

"User Director" means a director to be appointed pursuant to subsection 4.6(d). (Administrateur représentatif des utilisateurs)

1.3 Conflicts with Act or Regulation. If there is any conflict between the Letters Patent and the Act or Regulations, the Act or Regulations shall prevail.

1.4 Conflicts with By-laws. If there is any conflict between the Letters Patent and the by-laws of the Authority, the Letters Patent shall prevail.

ARTICLE 2

DESCRIPTION OF AUTHORITY

2.1 Name of Authority. The corporate name of the Authority is the St. John's Port Authority.

2.2 Registered Office of Authority. The registered office of the Authority is located at 3 Water Street, St. John's, Newfoundland, A1C 5X8.

ARTICLE 3

DESCRIPTIONS OF NAVIGABLE WATERS AND PROPERTY

3.1 Description of Navigable Waters. The description of the navigable waters that are within the jurisdiction of the Authority is set out in Schedule A hereto.

3.2 Description of Federal Real Property. The federal real property that is managed by the Authority is described in Schedule B hereto.

3.3 Description of Other Real Property. The real property other than federal real property held or occupied by the Authority is set out in Schedule C hereto.

3.4 Estoppel Respecting Property. The descriptions of federal real property, real property other than federal real property and navigable waters referred to in this Article shall not be interpreted as a representation, warranty or admission and shall not operate as an estoppel by or against any person in respect of title, including aboriginal title, to such property.

ARTICLE 4

DIRECTORS AND DIRECTORS' MEETINGS

4.1 General Duties of the Board. The Board is responsible for the management of the activities of the Authority.

4.2 Qualifications of Directors. The following individuals may not be directors:

(a) an individual who is a mayor, councillor, officer or employee of the municipality described in subsection 4.6(b) below;

(b) an individual who is a member of the legislature of the province of Newfoundland, or an officer or employee of the public service or of a Crown corporation of the province of Newfoundland;

(c) a Senator or a member of Parliament or an officer or employee of the federal public service or of a federal Crown corporation;

(d) an individual who is not a resident Canadian, as defined in subsection 2(1) of the Canada Business Corporations Act;

(e) an individual who is a director, officer or employee of a person who is a user of the port;

(f) an individual who is under 18 years of age;

(g) an individual who has been declared mentally incompetent by a court in Canada or elsewhere; or

(h) an undischarged bankrupt.

4.3 Number of Directors. The Board shall consist of seven (7) directors.

4.4 Quorum for Meeting of Directors. The quorum necessary for the transaction of business at a meeting of the Board shall be a majority of the number of directors in office of which the Authority has actual knowledge of their appointment. A quorum of directors may exercise all powers of the Board.

4.5 Effective Date of Appointment. The appointment of a director shall be effected in such manner and at such time as the Appointing Body considers appropriate.

4.6 Appointment of Directors. The directors of the Authority shall be appointed to hold office as follows:

(a) the Governor in Council appoints one individual nominated by the Minister;

(b) the City of St. John's appoints one individual;

(c) the province of Newfoundland appoints one individual; and

(d) the Governor in Council appoints the four remaining individuals nominated by the Minister in consultation with the users selected by the Minister or the classes of users.

4.7 Terms of Directors. The term of each director shall be three years; provided, however, that:

(a) the initial term of the nominee of the province of Newfoundland made pursuant to subsection 4.6(c) shall be for a period of two years;

(b) the initial term of the nominee of the City of St. John's made pursuant to subsection 4.6(b) shall be for a period of one year; and

(c) the initial term of two of the remaining individuals nominated by the Minister and appointed by the Governor in Council pursuant to subsection 4.6(d) shall be:

A director appointed to fill a premature vacancy on the Board shall be appointed by the Appointing Body appointing her or his predecessor and shall hold office for the unexpired term of her or his predecessor.

4.8 Renewal Term. The term of a director may be renewed once only; no person is eligible to be appointed as a director within 12 months after the expiration of their term or renewed term.

4.9 Ceasing to Hold Office. A director shall cease to hold office when:

(a) the director dies or resigns;

(b) the director is removed for cause pursuant to the provisions of paragraph 19(1)(b) of the Act;

(c) the director is no longer qualified to hold the office of director under section 4.2; or

(d) the term of office of the director expires.

4.10 Resignation of Directors. A director may resign his or her office as a director by sending to the Authority a written resignation which shall become effective on the date received by the Authority or on the date specified in the resignation, whichever is later.

4.11 Removal of Directors. Any director may be removed for cause at any time pursuant to the provisions of paragraph 19(1)(b) of the Act.

4.12 Remuneration of Directors and Chief Executive Officer. The Board shall fix the remuneration of the directors, chairperson and the chief executive officer of the Authority.

4.13 Chairperson of the Board. The Board shall elect a chairperson from among their number.

4.14 Appointment of Officers. The Board shall appoint a chief executive officer, who shall not be a director, and such other officers that the Board considers appropriate.

4.15 Committees of the Board. The Board may appoint from their number one or more committees of the Board, however designated, and delegate to any such committee any of the powers of the Board except the Board shall not delegate to any committee the power to:

(a) fill a vacancy in the office of the auditor of the Authority;

(b) issue debt obligations except in the manner and on the terms authorized by the Board;

(c) approve the audited financial statements of the Authority;

(d) adopt, amend or repeal by-laws; or

(e) authorize or ratify any activity carried on or to be carried on or any power exercised or to be exercised by a Subsidiary.

4.16 Appointment of Governance Committee. The Board shall appoint from their number a committee (the "Governance Committee") comprised of not less than three directors.

4.17 Mandate of the Governance Committee. The Governance Committee shall perform the following functions:

(a) manage the administration of the Code of Conduct;

(b) develop and annually update a long-term plan, including recommendations to the Board, for the composition of the Board, in terms of the optimal combination of skills, background or experience, which plan shall take into consideration the skills, background and experience of existing directors, retirement dates and the strategic direction of the Authority;

(c) at least four months prior to the expiry of the term of a director appointed by the Governor in Council under subsection 4.6(a), by the City of St. John's under subsection 4.6(b) and by the province under subsection 4.6(c), of these Letters Patent, provide notice to the relevant Appointing Body, that the term of its appointee on the Board is about to expire and requesting an appointment;

(d) at least four months prior to the expiry of the term of a User Director, provide notice to the Minister with a copy to the appropriate class of user that the term of such director is about to expire and requesting an appointment;

(e) provide to the appropriate class of user and to each Appointing Body the notice described in subsection 4.17(c) above, a current copy of the plan described in subsection 4.17(b) and also provide a profile of the skills, background and experience of the continuing directors;

(f) in the event a Director ceases to hold office, the Governance Committee shall forthwith provide the Appointing Body, a written request for a new appointment to fill such vacancy together with a copy of the plan and recommendations described in subsection 4.17(b) and the profile described in subsection 4.17(e);

(g) advise the Board or committee of the Board of all corporate governance issues which the Governance Committee determines ought to be considered by the Board or a committee of the Board; and

(h) review and make recommendations regarding directors' compensation.

4.18 Nomination Process for User Directors. The classes of users established for the purpose of providing nominations for Directors are in Schedule D and, subject to section 4.19, Class A will nominate persons for two of the User Director positions and Classes B and C will each nominate persons for one User Director position. The chief executive officer of the Authority or such other person who may be designated by the Board in the absence of the chief executive officer will provide administrative support for the nomination process. If there is a vacant User Director position (or an anticipated vacancy) for a particular Class (for any reason), the chief executive officer of the Authority shall coordinate the development of a full candidate list (and, if necessary, a short candidate list) by administering and facilitating the following process in a timely manner so as to ensure that the length of any User Director vacancy is minimized:

(a) contact the members of the appropriate class of users by any method(s) the chief executive officer deems appropriate with a view to inviting candidate submissions for the User Director vacancy; a nomination must include the curriculum vitae of the nominee together with qualifications and confirmations of acceptance of the nomination and willingness to serve on the Board;

(b) compile a full candidate list of all candidate submissions received, ensuring that there is a minimum of two candidates and a maximum of four candidates on the full candidate list;

(c) in the event the full candidate list contains five (5) or more candidates the class of users will develop a short candidate list of four (4) candidates by determining which candidates most closely correspond to the requirements mandated by paragraph 15(2) of the Act;

(d) each class of users shall be responsible to develop a process for receiving and reviewing nominations from the applicable class of users, for developing a short list of candidates if necessary, for ensuring that the nominees have the skills, background and experience required of directors of the Authority, for ensuring that the nominations are consistent with the requirements for directors as specified in the Act, and for forwarding said nominations to the Minister;

(e) the classes of users shall provide the Minister with a full candidate list (unless a short candidate list was created in which case the short candidate list shall be provided) as persons to be nominated to the Minister to fill the User Director vacancies;

(f) adopt and follow such other procedures, including advertising by public notice, as the classes of users, in their discretion, deem appropriate to solicit candidate names.

4.19 Scope of Process. Nothing in the process described in section 4.18 is intended to or shall derogate from, interfere with, or substitute for, any consultation, inquiry, public input or process the Minister chooses to undertake in determining the candidates to be nominated by the Minister pursuant to provisions of paragraph 14(1)(d) of the Act. The Minister, in consultation with users, shall at all times have the flexibility and discretion to nominate as User Directors persons other than those persons recommended by the classes of users to ensure an appropriate mix of Board members at all times.

4.20 Duties of Directors Respecting Contracting. The directors shall take all necessary measures to ensure:

(a) that the Authority and any Subsidiary that enters into a contract, including a contract for the borrowing of money, other than as agent of Her Majesty shall do so in its own name, and that such contract expressly states that the Authority or Subsidiary is entering into the Contract on its own behalf and not as agent of Her Majesty; and

(b) that any subcontract arising directly or indirectly from a contract described in subsection 4.20(a) expressly states that the Authority or Subsidiary, as the case may be, enters into the contract on its own behalf and not as agent of Her Majesty.

4.21 Business Plan. The Authority shall annually submit to the Minister in respect of itself and each of its Subsidiaries, a five year plan containing such information as the Minister may require, including any material changes in respect of information provided in the previous business plan.

ARTICLE 5

CODE OF CONDUCT

5.1 The Code of Conduct governing the conduct of the directors and officers is set out in Schedule E hereto.

ARTICLE 6

GROSS REVENUE CHARGE

6.1 Interpretation. For the purposes of this Article, the following terms shall have the following meanings:

(a) "Applicable Tax" means, with respect to a particular Fiscal Year, the aggregate amount of income tax payable by the Authority and Subsidiaries to Her Majesty but excluding any income tax payable by Subsidiaries whose Revenue for such Fiscal Year is a Permitted Exclusion pursuant to subsection 6.1(d)(ii); (Impôt applicable)

(b) "Calculated Gross Revenue" means, for a particular Fiscal Year, the amount determined by subtracting the amount equal to the aggregate of the Permitted Exclusions for such Fiscal Year from the Revenue for such Fiscal Year; (Revenu brut calculé)

(c) "Disclosure Statement" has the meaning ascribed to such term in section 6.4; (Déclaration)

(d) "Permitted Exclusions" means:

(e) "Revenue" means the aggregate amount of all revenue recognized by the Authority and all Subsidiaries in accordance with GAAP. (Revenu)

6.2 Calculation of Gross Revenue. The Authority shall annually pay to the Minister a charge (the "Gross Revenue Charge") to maintain the Letters Patent in good standing equal to the aggregate of the following amounts:

(a) 2% of the first $10,000,000 of Calculated Gross Revenue for the Fiscal Year to which the charge relates;

(b) 4% of the amount of any Calculated Gross Revenue between $10,000,001 and $20,000,000 for the Fiscal Year to which the charge relates;

(c) 6% of the amount of any Calculated Gross Revenue between $20,000,001 and $60,000,000 for the Fiscal Year to which the charge relates;

(d) 4% of the amount of any Calculated Gross Revenue between $60,000,001 and $70,000,000 for the Fiscal Year to which the charge relates; and

(e) 2% of the amount of any Calculated Gross Revenue in excess of $70,000,001 for the Fiscal Year to which the charge relates;

less Applicable Tax, if any, for the Fiscal Year to which the charge relates.

6.3 Payment of Gross Revenue Charge. The Authority shall pay the Gross Revenue Charge for each Fiscal Year to the Minister no later than 90 days from the end of each Fiscal Year.

6.4 Disclosure Statement. The Authority shall include with every Gross Revenue Charge payment a disclosure statement (the "Disclosure Statement") in the form prescribed by the Minister from time to time setting forth, inter alia, an itemized list of the sources of revenue comprising the Calculated Gross Revenue and Permitted Exclusions.

6.5 Acceptance of Payment by Minister. The acceptance by the Minister of any Gross Revenue Charge payment made hereunder or the issuance of a certificate of good standing pursuant to section 6.10 in respect of such payment shall not preclude the Minister from disputing the calculation, inclusion or omission of any item in connection with the calculation of such Gross Revenue Charge and adjusting the amount of the Gross Revenue Charge payable by the Authority in a particular Fiscal Year pursuant to section 6.7.

6.6 Audit and Inspection. In addition to any disclosure required under the Act in connection with a special examination respecting the Authority, the Minister shall be entitled at any time to review the books, records, systems and practices of the Authority and Subsidiaries and take copies and extracts from the books and records of the Authority and Subsidiaries for the purposes of verifying the information contained in the disclosure statement provided by the Authority and Subsidiaries to the Minister pursuant to section 6.4. The Authority and Subsidiaries shall furnish to the Minister all information in its possession or to which it is entitled to possession that may be required by the Minister in connection with an audit and inspection by the Minister.

6.7 Adjustment of Gross Revenue Charge. If an audit and investigation conducted pursuant to section 6.6 or a review by the Minister of the Disclosure Statement discloses a difference between the amount which in the Minister's opinion should have been paid by the Authority as Gross Revenue Charge for a particular Fiscal Year and the amount actually paid by the Authority for such Fiscal Year the Minister may readjust the Gross Revenue Charge payable by the Authority for such Fiscal Year. In the event that the readjustment results in the Authority paying a further amount to the Minister in respect of the Gross Revenue Charge for a particular Fiscal Year, the Minister shall invoice the Authority for such amount. The Authority shall pay the Minister the invoiced amount together with all interest accrued thereon on or before 30 days following the date of receipt of the invoice.

6.8 Set-Off. The Minister shall be entitled to set-off any amount owing to Her Majesty by the Authority against any payment owing to the Authority by the Minister in accordance with the provisions of the Financial Administration Act. If an audit, investigation or review by the Minister contemplated by section 6.7 discloses amounts owed by the Minister to the Authority, the Authority shall be entitled to set-off such amount against any payment owed to the Minister by the Authority.

6.9 Interest on Outstanding Amounts. Interest shall accrue annually on any outstanding balance owing to the Minister in respect of a Gross Revenue Charge payment or any payment to be made by the Authority or the Minister in connection with a readjustment of a Gross Revenue Charge payment, at the interest rate equal to the prime rate of interest established by the Bank of Canada from time to time plus 2%.

6.10 Certificate of Good Standing. Forthwith, upon receipt from the Authority of the full amount of the Gross Revenue Charge for a particular Fiscal Year, the Minister shall issue to the Authority a certificate of good standing in a form to be determined by the Minister confirming that the Letters Patent are in good standing as of the date of the certificate. Provided there are no amounts owing to the Minister by the Authority under this Article 6, including any amounts owed pursuant to an adjustment of the Gross Revenue Charge under section 6.7, the Minister shall, upon request by the Authority at any time during a Fiscal Year, issue a certificate of good standing to the Authority confirming the Letters Patent are in good standing as of the date of the certificate.

ARTICLE 7

ACTIVITIES AND POWERS OF THE AUTHORITY AND SUBIDIAIRES

7.1 Activities of the Authority Related to Certain Port Operations. To operate the port, the Authority may undertake the port activities referred to in paragraph 28(2)(a) of the Act to the extent specified below:

(a) development, application, enforcement and amendment of rules, orders, bylaws, practices or procedures and issuance and administration of authorizations respecting use, occupancy or operation of the port and enforcement of Regulations or making of Regulations pursuant to section 63(2) of the Act;

(b) creation, imposition, collection, remission or reimbursement or other fixing or acceptance of fees or charges authorized by the Act including the fixing of the interest rate that the Authority charges on overdue fees;

(c) management, leasing or licensing the federal real property described in Schedule B or described as federal real property in any supplementary letters patent, subject to the restrictions contemplated in sections 8.1 and 8.3 and provided such management, leasing or licensing is for, or in connection with the following:

(d) exchanging federal real property described in Schedule B or described as federal real property in any supplementary letters patent for other real property of comparable market value subject to the issuance of supplementary letters patent that describe the other real property as federal real property;

(e) granting over federal real property described in Schedule B or described as federal real property in any supplementary letters patent, road allowances or easements, rights of way or licences for utilities, service or access;

(f) mortgaging, pledging or otherwise creating a security interest in any fixture on federal real property described in Schedule B or as federal real property in any supplementary letters patent provided that:

(g) disposition of any fixtures on federal real property described in Schedule B or as federal real property in any supplementary letters patent whether by way of removal, demolition, sale, lease, license or exchange;

(h) construction, establishment, repair, maintenance, operation, removal or demolition of:

within the port or for users of the port in connection with their use of the port and its facilities;

(i) operation or maintenance of a seaport, marina, cruise ship passenger terminal and heliport:

(j) the provision of services or carrying out of activities within the port or to or for users of the port in connection with their use of the port and its facilities as follows:

(k) undertaking research and development related to the activities described in this section 7.1;

(l) promoting, marketing, and undertaking public or governmental relations to promote use of the port;

(m) producing, coordinating, sponsoring and hosting of public or civic events;

(n) in pursuing or exercising the remedies available to it as lessor or licensor of premises on federal real property described in Schedule B or described as federal real property in any supplementary letters patent, the conduct of any business or activity from such premises for a period limited to one year unless supplementary letters patent are issued; and

(o) carrying on activities described in section 7.1 on real property other than federal real property described in Schedule C or described as real property other than federal real property in any supplementary letters patent;

provided that in conducting such activities the Authority shall not enter into or participate in any commitment, agreement or other arrangement whereby the Authority is liable jointly or jointly and severally with any other person for any debt, obligation, claim or liability.

7.2 Activities of the Authority Necessary to Support Port Operations. To operate the port, the Authority may undertake the following activities which are deemed necessary to support port operations pursuant to paragraph 28(2)(b) of the Act:

(a) subject to the provisions of Article 9 below:

(b) acquisition or disposition of real property other than federal real property subject to the issuance of supplementary letters patent;

(c) acquisition of real property from Her Majesty subject to the issuance of supplementary letters patent describing such property as real property other than federal real property;

(d) occupying or holding real property other than federal real property;

(e) granting over real property other than federal real property road allowances or easements, rights of way or licences for utilities, service or access;

(f) renting equipment;

(g) developing, leasing or licensing real property other than federal real property, for, or in connection with the activities described in this Article 7;

(h) carrying on activities described in section 7.2 on federal real property described in Schedule B or described as federal real property in any supplementary letters patent or on real property other than federal real property described in Schedule C or described as real property other than federal real property in any supplementary letters patent;

(i) acquisition, disposition, holding, leasing or licensing of personal property;

(j) investing moneys in the Authority's reserves or that it does not immediately require subject to the provisions of the Act, the Regulations and these Letters Patent;

(k) incorporate a corporation all of whose shares on incorporation would be held by, on behalf of or in trust for the Authority provided that the Authority does not, at any time, make a Capital Investment in a Subsidiary such that the Authority's cumulative Capital Investment in all Subsidiaries exceeds an amount equal to:

(l) in pursuing or exercising the remedies available to it as lessor or licensor of premises on real property other than federal real property described in Schedule C or described as real property other than federal real property in any supplementary letters patent, the conduct of any business or activity from such premises.

7.3 Activities of Subsidiaries Necessary to Support Port Operations. A Subsidiary may undertake the following activities which are deemed necessary to support port operations pursuant to paragraph 28(2)(b) of the Act:

(a) borrowing money on the credit of a Subsidiary;

(b) limiting or increasing the amount to be so borrowed;

(c) issuing bonds, debentures or other securities of the Subsidiary;

(d) pledging or selling such bonds, debentures or other securities for such sums and at such prices as may be deemed expedient;

(e) securing any bonds, debentures or other securities, or any other present or future borrowing or liability of the Subsidiary, by mortgage, charge, pledge or other security interest relating to all or any currently owned or subsequently acquired real and personal, moveable and immovable property and leasehold interests and reversionary interests of the Subsidiary and the undertaking and rights of the Subsidiary;

(f) participating as a partner, shareholder or co-venturer in a partnership, corporation, joint venture or similar arrangement in connection with the activities outlined in this section 7.3 and pledging, selling or securing such participation, interest or investment by mortgage, charge, pledge or other security interest;

(g) providing expertise to third parties for use outside the boundaries of the port in connection with software or knowhow developed in carrying out the activities specified in section 7.1(j)(xvii);

(h) acquisition, disposition, occupying, holding, developing, leasing or licensing, real property other than federal real property, for, or in connection with, the activities described in this Article 7;

(i) carrying on activities described in section 7.3 on real property other than federal real property;

(j) leasing or licensing real property from the Authority for, or in connection with, the activities described in section 7.3;

(k) operation of freight forwarding, consolidating, trading or brokerage facilities or services and warehousing, storage and handling of cargo, freight and goods outside the port or in connection with persons who are not users of the port;

(l) operation of dry dock facilities;

(m) acquisition, disposition, holding, leasing or licensing of personal property;

(n) carrying out of the activities including the provision of services as follows:

(o) in pursuing or exercising the remedies available to it as lessor or licensor of premises on real property other than federal real property described in Schedule C or described as real property other than federal real property in any supplementary letters patent, the conduct of any business or activity from such premises.

7.4 Powers of the Authority and Subsidiaries. The Authority has the power to carry out the activities specified in sections 7.1 and 7.2 and the Subsidiaries have the power to carry out the activities specified in Section 7.3.

ARTICLE 8

LEASING AND CONTRACTING

8.1 Restriction on Leasing and Licensing. The Authority shall not grant a lease or licence of federal real property described in Schedule B or as federal real property in any supplementary letters patent for a term in excess of 40 years where such lease or licence is granted pursuant to sections 7.1(c)(i), 7.1(c)(iii)(A) or 7.1(c)(iii)(B) or for a term in excess of 30 years where such lease or licence is granted pursuant to sections 7.1(c)(ii), 7.1(c)(iii)(C) or 7.1(c)(iii)(D) provided however that:

(a) with the written consent of the Minister the Authority may lease or license such federal real property for a maximum term of 99 years; and

(b) nothing contained in this section shall restrict the ability of the Authority or a Subsidiary to grant a road allowance, easement, right of way or licence for utilities, services or access for any term.

8.2 Calculation of Term of Lease or Licence. For the purpose of section 8.1, "term" shall mean, in relation to a lease or licence, the sum of:

(a) the number of years for which a lessee or licensee has the right to occupy the demised premises or licensed area; and

(b) the maximum number of years not included in the calculation under subsection 8.2(a) that, by the exercise of rights or options to renew or extend the lease or licence agreement, the lessee or licensee may occupy the demised premises or licensed area.

8.3 Fair Market Value Requirement. The Authority shall ensure that every lease or license of federal real property described in Schedule B or as federal real property in any supplementary letters patent to be entered into following the effective date of the Letters Patent pursuant to which the lessees or licensees conduct activities described in sections 7.1(c)(iii)(C), 7.1(c)(iii)(D), 7.2 or 7.3 shall be for not less than fair market value provided, however, that with the written consent of the Minister, the Authority may lease or licence such federal real property for activities described in section 7.1(c)(iii)(D) at less than fair market value.

8.4 Tendering Requirement Respecting Work Contracts. The Authority shall establish and implement a written policy respecting the entering into by the Authority of any agreement (a "Work Contract") for the construction, renovation, repair or replacement of a building, structure, facility, work or undertaking, the excavation, filling or development of any real property or the provision of materials in connection therewith. Such policy shall set forth:

(a) the requirements respecting the publication of a notice or advertisement requesting bids for Work Contracts;

(b) the policies and procedures respecting bidding for Work Contracts;

(c) the requirement to provide potential bidders for a Work Contract with reasonable access during normal business hours to the proposed work site for the purposes of assessing the site conditions relevant to the performance of the Work Contract; and

(d) exceptions to tendering requirements:

ARTICLE 9

BORROWING

9.1 No Borrowing as an Agent. The Authority and any Subsidiaries may not borrow money as an agent of Her Majesty. Every contract for the borrowing of money shall contain an acknowledgement of the lender that it shall have no recourse against Her Majesty or any assets of Her Majesty.

9.2 Restriction on Incurrence of Borrowing. The Authority shall not incur any item of Borrowing so that the aggregate Borrowing of the Authority would exceed $4,000,000.

9.3 Borrowing. "Borrowing" means the following items for the Authority (adjusted to give effect to the provisions of section 9.4), without duplication, as follows:

(a) all obligations for borrowed money and all obligations evidenced by bonds, debentures, notes, or other similar instruments on which interest charges are customarily paid, recorded in accordance with GAAP;

(b) all obligations, contingent or otherwise, relative to the face amount of all letters of credit, whether or not drawn, and bankers' acceptances issued;

(c) any obligation as lessee under leases which have been or should be, in accordance with GAAP, recorded as Capitalized Lease Liabilities;

(d) all obligations to pay the deferred purchase price of property or services, and indebtedness (excluding prepaid interest thereon) secured by a lien on property owned or being purchased by the Authority (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by the Authority or is limited in recourse and recorded in the financial statements of the Authority and Subsidiaries for the most recently completed Fiscal Year;

(e) accrued contingent losses reflected as a charge to income in accordance with GAAP and recorded in the financial statements of the Authority and Subsidiaries for the most recently completed Fiscal Year;

(f) all Contingent Liabilities of the Authority in respect of any of the foregoing; or

(g) the amount of the aggregate potential liability of the Authority pursuant to the terms of a Permitted Indemnity or Guarantee.

9.4 Exclusion of Subsidiaries. In determining the Borrowing pursuant to section 9.3, any amounts pertaining to Subsidiaries carrying on activities contemplated by paragraph 28(2)(b) of the Act shall be excluded.

9.5 Certificate of the Authority. Concurrent with the submission of financial statements to the Minister contemplated by subsection 37(4) of the Act, the Authority shall deliver to the Minister a certificate executed by the chief executive officer of the Authority stating:

(a) the amount of the aggregate Borrowing of the Authority at the end of the Fiscal Year to which such financial statements relate;

(b) that the Authority is not in default or has not committed an event of default under any of the terms of its Borrowing except those which it is contesting in good faith or if such default or event of default exists, the particulars thereof;

(c) that since the date of the last certificate provided hereunder the Authority has not been served with written notice of any Significant Legal Proceedings or, if the Authority has been served, particulars of such legal proceedings;

(d) if any Capital Investment in a Subsidiary has been made by the Authority during the Fiscal Year to which such financial statements relate, the amount of such Capital Investment, the annual rate of return necessary for such Capital Investment to yield a Sufficient Return and the amounts paid by all Subsidiaries on account of payment of Sufficient Return; and

(e) that the Authority is not aware of any contract for the borrowing of money in an amount exceeding $1,000,000 which fails to contain the express statement stipulated in subsection 28(5) of the Act;

provided that the Authority may satisfy its obligations pursuant to this section through delivery to the Minister of a copy of the letter delivered to the auditor of the Authority in connection with the annual audit of the financial statements of the Authority which contains substantially the same information as contemplated by this section.

ARTICLE 10

SUBSIDIARIES

10.1 Directors' Obligations Respecting Subsidiaries. The directors shall take all necessary measures to ensure that every Subsidiary:

(a) has and exercises only the powers authorized in the Letters Patent;

(b) carries on only the activities authorized in the Letters Patent; and

(c) does not exercise any power or carry on any activity in a manner contrary to the Letters Patent or the Act.

10.2 Constating Documents of Subsidiary. The constating documents of every Subsidiary shall state that the Subsidiary cannot exercise any power as an agent of Her Majesty.

10.3 Use of Authority Property and Employees. Prior to a Subsidiary utilizing the property, services, facilities or employees of the Authority in connection with the Subsidiary's activities or vice versa, the Subsidiary and Authority shall enter into a written agreement whereby the recipient covenants to pay fair market value for use of such property, services, facilities or employees.

10.4 Mandatory Standby Fee. Every Subsidiary shall pay and the Authority shall collect from each Subsidiary a one-time guarantee standby fee for each Permitted Indemnity or Guarantee given by or on behalf of the Authority which fee shall be in an amount not less than one-half of one percent of the maximum dollar amount of such Permitted Indemnity or Guarantee given by the Authority.

10.5 Prohibition on Indemnities. Other than Permitted Guarantees or Indemnities, no guarantee, indemnity or other agreement or commitment may be given by or on behalf of the Authority for the discharge of an obligation or liability of a Subsidiary, whether such obligation or liability be contingent or otherwise.

ARTICLE 11

FEDERAL OBLIGATIONS

11.1 International and Provincial Obligations. The Authority shall comply with all obligations applicable to the Authority arising under any international agreement, convention or arrangement, or any federal-provincial agreement, including:

(a) Agreement on Internal Trade;

(b) North American Free Trade Agreement;

(c) Canada-Chile Free Trade Agreement;

(d) World Trade Organization General Agreement on Trade in Services; and

(e) Port State Control Agreements;

to which Her Majesty is a party, whether such agreement, convention or arrangement, or federal- provincial agreement is entered into before or after the date of issuance of these Letters Patent.

11.2 Federal Identity. The Authority shall:

(a) display the Canadian flag prominently at the port;

(b) display the "Canada" wordmark on a prominent building at the port; and

(c) apply the "Canada" wordmark prominently on all the Authority's identity applications.

11.3 Emergency Preparedness. The Authority shall, at the request of the Minister and in accordance with applicable policies established by Her Majesty from time to time, provide all the support required by the Minister to fulfil the responsibilities of the Minister under the Emergency Preparedness Act, R.S.C. 1985, C. 6 (4th Supp.) with respect to the port.

ARTICLE 12

BY-LAWS

12.1 By-Laws. The directors of the Authority may, by resolution, make, amend or repeal by-laws that regulate the affairs of the Authority or the duties of officers and employees.

ISSUED under my hand to be effective this 1st day of May, 1999.

_______________________________________
The Honourable David M. Collenette, P.C., M.P.
Minister of Transport

SCHEDULE A

ST. JOHN'S PORT AUTHORITY

DESCRIPTION OF NAVIGABLE WATERS

All that body of water, as it exists from time to time, covering land being situated westerly of the St. John's Harbour Limit, said Harbour Limit being more particularly described as follows:

Beginning at a point situated on the higher high water mark of St. John's Harbour, said point being N03° 30'00"W a distance of 3.089 metres more or less from a capped iron pin, said capped iron pin having co-ordinate values of N 5 269 584.894 metres and E 327 988.088 metres;

Thence N03° 30'00"W a distance of 2.200 metres more or less to a point;

Thence N39° 45'00"E a distance of 105.890 metres to a point;

Thence N64 18'42"E a distance of 269.828 metres to the centre of Chain Rock Light, said light having co-ordinate values of N 5 269 788.550 metres and E 328 298.635 metres.

Thence N00° 00'00"E a distance of 45.608 metres more or less to a point situated on the higher high water mark of St. John's Harbour, said point being S04° 37'53"W a distance of 27.850 metres more or less from an iron pin and also being S64° 01'45"W a distance of 49.064 metres more or less from a Hydrographic Monument and also being S72° 10'00"W a distance of 48.415 metres more or less from another Hydrographic Monument.

All bearings are grid referenced to Longitude 53° 00' West the central meridian of MTM Zone 1.NAD 83' values.

SCHEDULE B

ST. JOHN'S PORT AUTHORITY

DESCRIPTION OF FEDERAL REAL PROPERTY

PART I

All that area of land and land covered with water situated at St. John's Harbour, City of St. John's, Province of Newfoundland as shown on Public Works and Government Services Canada Plan S-4100-1, dated May 20, 1998 (last revised on November 23, 1998) as signed by William Doyle, Newfoundland Land Surveyor and Plan S-4100-2, dated September 23, 1998 as signed by John Keith Renouf, Newfoundland Land Surveyor and Plan S-4100-3, dated May 22, 1998 as signed by A. A. King, Newfoundland Land Surveyor and Plan S-4100-4, dated September 11, 1998 as signed by David W. Vallis, Newfoundland Land Surveyor and Plan S-4100-5, dated September 23, 1998 as signed by John Keith Renouf, Newfoundland Land Surveyor and Plan S-4100-6, dated October 21, 1998 as signed by Robert A. Way, Newfoundland Land Surveyor, and Plan S-4100-7, dated July 1, 1998 as signed by Michael R. Duffett, Newfoundland Land Surveyor, and Plan S-4100-8, dated July 1, 1998 as signed by Michael R. Duffett, Newfoundland Land Surveyor, and Plan S-4100-9, dated July 1, 1998 as signed by Michael R. Duffett, Newfoundland Land Surveyor, and Plan S-4100-10, dated July 1, 1998 as signed by Michael R. Duffett, Newfoundland Land Surveyor, and Plan S-4100-11, dated July 1, 1998 as signed by Michael R. Duffett, Newfoundland Land Surveyor, and Plan S-4100-12, dated January 14, 1999 as signed by Michael R. Duffet, Newfoundland Land Surveyor, AND all that area of land situated in the City of St. John's, Province of Newfoundland as shown on the following: Plan 100660-1, dated September 26, 1985 and prepared by Public Works Canada, and Plan 100660-3, dated September 26, 1985 and prepared by Public Works Canada, and Plans SJPC-S-9203-A and SJPC-S-9203-B dated November 18, 1992 and signed by Richard Legge, and Plans 103209, 103210, 103211, 103212, 103213, 103214 and 103215 dated January 5, 1995 and signed by Michael R. Duffet, Newfoundland Land Surveyor; said land and land covered with water being more particularly described as follows:

PLAN S-4100-9

Beginning at the centre of Chain Rock Light, said point having co-ordinate values of N 5 269 788.550 metres and E 328 298.635 metres;

Thence S 64°18'42" W a distance of 269.828 metres to an unmonumented point;

Thence S 39°45'00" W a distance of 105.890 metres to an unmonumented point;

Thence S 03°30'00" E a distance of 5.289 metres to a capped iron pin;

Thence continuing S 03°30'00" E a distance of 5.200 metres to a capped iron pin situated on a northerly boundary of the Southside Road;

PLAN S-4100-8

Thence following along an arc of a curve to the right, radius of 47.825 metres, an arc distance of 3.510 metres to an unmonumented point, said curve having a chord bearing of S 86 18'10" W and a chord distance of 3.510 metres;

Thence S 88°24'20" W a distance of 24.307 metres to an unmonumented point;

Thence following along an arc of a curve to the left, radius of 27.073 metres, an arc distance of 19.055 metres to an unmonumented point, said curve having a chord bearing of S 68°14'34" W and a chord distance of 18.664 metres;

Thence S 48°04'47" W a distance of 5.065 metres to an unmonumented point;

Thence S 35°51'39" W a distance of 11.222 metres to an iron pin;

Thence continuing S 35°51'39" W a distance of 8.368 metres to an iron pin;

Thence S 48°05'29" W a distance of 121.047 metres to an unmonumented point;

Thence S 54°45'21" W a distance of 24.294 metres to an iron pin;

Thence following along an arc of a curve to the right, radius of 588.664 metres, an arc distance of 69.911 metres to an iron pin, said curve having a chord bearing of S 58°09'29" W and a chord distance of 69.870 metres;

PLAN S-4100-7

Thence following along an arc of a curve to the left, radius of 600.770 metres, an arc distance of 59.945 metres to an iron pin, said curve having a chord bearing of S 58°42'07" W and a chord distance of 59.920 metres;

Thence S 55°50'36" W a distance of 21.066 metres to a corner of a building;

Thence following along a building S 60°25'31" W a distance of 30.628 metres to a corner of a building;

Thence S 60°35'32" W a distance of 10.530 metres to an iron pin;

Thence N 29°21'00" W a distance of 28.281 metres to a nail;

Thence S 58°33'09" W a distance of 131.974 metres to an unmonumented point;

Thence S 34°14'56" E a distance of 3.444 metres to an unmonumented point;

Thence S 54°35'04" W a distance of 16.092 metres to an unmonumented point;

Thence N 37°39'56" W a distance of 3.566 metres to an unmonumented point;

Thence S 57°26'06" W a distance of 10.911 metres to a nail;

PLAN S-4100-6

Thence N 37°30'19" W a distance of 0.639 metres to an unmonumented point;

Thence S 57°45'34" W a distance of 29.430 metres to an unmonumented point;

Thence S 65°45'07" W a distance of 1.498 metres to an unmonumented point;

Thence S 53°33'23" W a distance of 10.872 metres to an unmonumented point;

Thence S 04°56'55" W a distance of 0.872 metres to an unmonumented point;

Thence S 54°50'40" W a distance of 17.634 metres to an unmonumented point;

Thence N 84°05'03" W a distance of 0.706 metres to an unmonumented point;

Thence S 54°08'22" W a distance of 11.129 metres to an unmonumented point;

Thence S 12°44'45" W a distance of 0.784 metres to an unmonumented point;

Thence S 54°08'31" W a distance of 18.159 metres to an unmonumented point;

Thence N 83°43'40" W a distance of 0.693 metres to an unmonumented point;

Thence S 54°07'04" W a distance of 11.102 metres to an unmonumented point;

Thence S 10°39'34" W a distance of 0.736 metres to an unmonumented point;

Thence S 54°09'52" W a distance of 48.567 metres to an unmonumented point;

Thence S 36°28'36" E a distance of 15.753 metres to an unmonumented point;

Thence S 49°09'15" W a distance of 70.678 metres to an unmonumented point;

Thence S 52°58'42" W a distance of 14.190 metres to an unmonumented point;

Thence S 50°17'18" W a distance of 4.924 metres to an unmonumented point;

Thence S 48°06'50" W a distance of 13.436 metres to an unmonumented point;

Thence S 40°39'21" W a distance of 3.583 metres to an unmonumented point;

Thence S 48°03'10" W a distance of 15.272 metres to an unmonumented point;

Thence S 49°19'57" W a distance of 10.459 metres to an unmonumented point;

Thence S 50°32'26" W a distance of 7.560 metres to an unmonumented point;

Thence S 48°58'46" W a distance of 38.902 metres to an unmonumented point;

Thence S 49°56'08" W a distance of 26.543 metres to an unmonumented point;

Thence S 29°13'25" E a distance of 0.548 metres to an unmonumented point;

Thence S 53°36'45" W a distance of 2.380 metres to an unmonumented point;

Thence N 44°29'45" W a distance of 0.480 metres to an unmonumented point;

PLAN S-4100-5

Thence S 49°08'03" W a distance of 62.596 metres to an unmonumented point;

Thence S 49°28'19" W a distance of 328.408 metres to an unmonumented point;

Thence S 44°09'35" W a distance of 19.281 metres to an unmonumented point;

Thence S 49°23'31" W a distance of 84.763 metres to an unmonumented point;

Thence S 39°31'40" W a distance of 188.254 metres to an unmonumented point;

Thence S 45°39'11" E a distance of 72.587 metres to an unmonumented point;

Thence following along an arc of a curve to the right, radius of 337.452 metres, an arc distance of 18.971 metres to an unmonumented point, said curve having a chord bearing of S 51°25'02" W and a chord distance of 18.969 metres;

Thence S 53°01'39" W a distance of 57.931 metres to a capped iron pin;

PLAN S-4100-4

Thence N 45°26'23" W a distance of 69.373 metres to an unmonumented point;

Thence N 42°33'11" E a distance of 2.258 metres to an unmonumented point;

Thence N 44°02'59" E a distance of 38.455 metres to an unmonumented point;

Thence N 48°07'22" W a distance of 1.005 metres to an unmonumented point;

Thence N 17°06'26" E a distance of 11.582 metres to an unmonumented point;

Thence N 41°03'44" W a distance of 3.214 metres to an unmonumented point;

Thence S 43°35'43" W a distance of 10.917 metres to an unmonumented point;

Thence N 48°07'22" W a distance of 38.680 metres to an unmonumented point;

Thence N 44°07'54" E a distance of 87.159 metres to an unmonumented point;

Thence N 45°52'06" W a distance of 9.679 metres to an unmonumented point;

Thence N 59°36'41" W a distance of 40.826 metres to an unmonumented point;

Thence N 47°11'11" W a distance of 15.706 metres to an unmonumented point;

Thence S 42°48'49" W a distance of 102.484 metres to an unmonumented point;

Thence S 46°21'59" W a distance of 24.370 metres to an unmonumented point;

Thence S 44°22'14" W a distance of 24.280 metres to an unmonumented point;

Thence S 76°30'19" W a distance of 27.600 metres to an unmonumented point;

Thence S 45°16'14" W a distance of 86.120 metres to an unmonumented point;

Thence S 45°58'03" W a distance of 1.630 metres to an unmonumented point;

Thence N 52°06'57" W a distance of 0.470 metres to an unmonumented point;

Thence S 44°06'47" W a distance of 5.870 metres to an unmonumented point;

Thence N 45°22'53" W a distance of 6.100 metres to an unmonumented point;

Thence S 44°12'50" W a distance of 20.690 metres to an unmonumented point;

Thence N 46°12'28" W a distance of 1.604 metres to an unmonumented point;

Thence S 44°22'02" W a distance of 27.870 metres to an unmonumented point;

Thence S 45°37'58" E a distance of 3.640 metres to an unmonumented point;

Thence S 44°22'02" W a distance of 6.070 metres to an unmonumented point;

Thence S 45°37'58" E a distance of 3.920 metres to an unmonumented point;

Thence S 44°21'01" W a distance of 47.930 metres to a capped iron pin;

PLAN S-4100-3

Thence N 32°08'08" W a distance of 47.425 metres to an unmonumented point;

Thence following along an arc of a curve to the right, radius of 11.307 metres, an arc distance of 11.951 metres to an unmonumented point, said curve having a chord bearing of N 01°50'44" W and a chord distance of 11.402 metres;

Thence N 28°26'39" E a distance of 31.529 metres to an unmonumented point;

Thence N 29°28'28" E a distance of 29.764 metres to an unmonumented point;

Thence S 62°46'36" E a distance of 13.388 metres to an unmonumented point;

Thence N 27°12'25" E a distance of 37.706 metres to an unmonumented point;

Thence N 25°32'51" E a distance of 15.924 metres to an iron pin;

Thence N 22°42'07" E a distance of 14.939 metres to an iron pin;

Thence N 19°01'43" E a distance of 29.246 metres to an iron pin;

Thence N 19°39'33" E a distance of 42.476 metres to an unmonumented point;

Thence S 38° 48'00" E a distance of 0.362 metres to an unmonumented point;

Thence N 19°21'27" E a distance of 60.671 metres to an unmonumented point;

Thence following along an arc of a curve to the left, radius of 120.689 metres, an arc distance of 39.563 metres to an unmonumented point, said curve having a chord bearing of N 09°57'40" E and a chord distance of 39.382 metres;

Thence N 00°34'23" E a distance of 102.245 metres to an unmonumented point;

Thence following along an arc of a curve to the right, radius of 21.334 metres, an arc distance of 29.246 metres to an unmonumented point, said curve having a chord bearing of N 39°50'30" E and a chord distance of 26.998 metres;

Thence N 79°06'57" E a distance of 40.498 metres to an unmonumented point;

Thence following along an arc of a curve to the left, radius of 67.354 metres, an arc distance of 48.719 metres to a spike, said curve having a chord bearing of N 58°23'48" E and a chord distance of 47.658 metres;

PLAN S-4100-2

Thence S 42°22'10" E a distance of 5.738 metres to an unmonumented point;

Thence N 14°11'44" E a distance of 6.914 metres to an unmonumented point;

Thence following along an arc of a curve to the right, radius of 90.000 metres, an arc distance of 23.743 metres to an unmonumented point, said curve having a chord bearing of N 21°45'12" E and a chord distance of 23.674 metres;

Thence N 29°18'40" E a distance of 20.744 metres to an unmonumented point;

Thence following along an arc of a curve to the left, radius of 130.00 metres, an arc distance of 25.886 metres to an unmonumented point, said curve having a chord bearing of N 23°36'24" E and a chord distance of 25.843 metres;

Thence N 17°54'08" E a distance of 86.441 metres to an unmonumented point;

Thence following along an arc of a curve to the right, radius of 150.000 metres, an arc distance of 13.639 metres to an unmonumented point, said curve having a chord bearing of N 20°30'26" E and a chord distance of 13.634 metres;

Thence N 23°06'43" E a distance of 2.622 metres to an unmonumented point;

Thence following along an arc of a curve to the right, radius of 210.330 metres, an arc distance of 111.185 metres to an unmonumented point, said curve having a chord bearing of N 38°15'21" E and a chord distance of 109.895 metres;

Thence N 53°23'59" E a distance of 13.000 metres to an unmonumented point;

Thence following along an arc of a curve to the left, radius of 139.000 metres, an arc distance of 46.482 metres to an unmonumented point, said curve having a chord bearing of N 43°49'11" E and a chord distance of 46.266 metres;

Thence N 34°14'23" E a distance of 517.914 metres to an unmonumented point;

Thence N 34°20'48" E a distance of 44.958 metres to an unmonumented point;

Thence S 80°00'45" E a distance of 2.211 metres to a capped iron pin;

PLAN S-4100-1

Thence S 34°29'55" E a distance of 17.076 metres to a concrete nail;

Thence S 32°18'03" E a distance of 4.872 metres to a concrete nail;

Thence S 51°03'52" E a distance of 2.597 metres to a concrete nail;

Thence S 68°08'32" E a distance of 1.885 metres to a concrete nail;

Thence S 88°46'17" E a distance of 5.550 metres to a concrete nail;

Thence N 80°57'12" E a distance of 10.289 metres to a concrete nail;

Thence N 47°58'08" E a distance of 18.442 metres to a concrete nail;

Thence N 46°47'17" E a distance of 38.822 metres to a concrete nail;

Thence N 47°44'55" E a distance of 43.389 metres to a concrete nail;

Thence N 46°09'04" E a distance of 3.379 metres to a concrete nail;

Thence N 57°24'00" W a distance of 33.622 metres to a point;

Thence N 31°24'25" E a distance of 14.898 metres to a point;

Thence N 57°45'33" W a distance of 92.340 metres to a capped iron pin;

Thence N 39°23'50" E a distance of 45.213 metres to a point;

Thence S 70°33'00" E a distance of 9.620 metres to an iron pin;

Thence S 34°04'00" W a distance of 0.990 metres to a point;

Thence S 69°21'00" E a distance of 20.750 metres to an iron pin;

Thence N 20°09'00" E a distance of 0.700 metres to a point;

Thence S 69°51'00" E a distance of 11.570 metres to a concrete nail;

Thence N 71°20'00" E a distance of 2.850 metres to a concrete nail;

Thence S 80°27'00" E a distance of 6.960 metres to a point;

Thence N 18°35'00" E a distance of 0.600 metres to a point;

Thence S 56°34'00" E a distance of 8.070 metres to a concrete nail;

Thence S 35°52'00" W a distance of 1.370 metres to a concrete nail;

Thence S 49°23'00" E a distance of 11.200 metres to a concrete nail;

Thence S 64°20'43" E a distance of 1.019 metres to a point;

Thence S 51°15'11" E a distance of 11.490 metres to a point;

Thence N 40°12'54" E a distance of 184.239 metres to a point;

Thence N 51°27'57" W a distance of 0.395 metres to a point;

Thence N 48°40'41" E a distance of 24.421 metres to a point;

Thence N 51°23'06" E a distance of 44.435 metres to a point;

Thence N 47°13'54" E a distance of 19.373 metres to a point;

Thence N 41°16'40" W a distance of 30.921 metres to a point;

Thence N 53°01'42" E a distance of 26.629 metres to a point;

Thence S 29°18'56" E a distance of 37.085 metres to a point;

Thence N 61°24'20" E a distance of 148.881 metres to a concrete nail;

Thence N 29°22'46" W a distance of 54.213 metres to a capped iron pin;

PLAN S-4100-11

Thence N 60°13'50" E a distance of 12.370 metres to a nail;

Thence N 26°03'04" W a distance of 42.435 metres to a nail;

Thence N 59°15'00" E a distance of 51.637 metres to an iron pin;

Thence N 73°52'00" E a distance of 15.178 metres to an iron pin;

Thence N 62°30'35" E a distance of 2.673 metres to an iron pin;

Thence N 65°31'00" E a distance of 8.716 metres to an iron pin;

Thence S 78°25'00" E a distance of 18.713 metres to an iron pin;

Thence S 62°41'58" E a distance of 29.855 metres to a nail;

Thence S 61°17'46" E a distance of 8.610 metres to a nail;

Thence S 46°10'55" E a distance of 31.391 metres to an iron pin;

Thence S 57°10'53" E a distance of 22.401 metres to an iron pin;

Thence N 34°11'02" E a distance of 9.077 metres to an unmonumented point;

Thence S 57°23'32" E a distance of 1.409 metres to an iron fence post;

Thence N 33°44'28" E a distance of 23.094 metres to an iron fence post;

Thence S 57°45'02" E a distance of 57.138 metres to an unmonumented point;

Thence S 69°52'51" E a distance of 36.466 metres to an iron fence post;

Thence S 83°10'20" E a distance of 6.640 metres to an iron pin;

PLAN S-4100-10

Thence S 85°13'22" E a distance of 26.477 metres to an iron pin;

Thence S 85°13'22" E a distance of 12.567 metres to an iron pin;

Thence N 16°24'36" E a distance of 27.591 metres to a drill hole;

Thence S 65°01'18" E a distance of 75.138 metres to a brass monument;

Thence S 57°16'25" E a distance of 32.733 metres to a nail;

Thence S 32°36'15" W a distance of 0.669 metres to an iron fence post;

Thence S 50°34'50" E a distance of 13.110 metres to an iron fence post;

Thence S 43°55'15" E a distance of 8.872 metres to an iron fence post;

Thence S 15°11'37" E a distance of 4.894 metres to an iron pin;

Thence S 60°54'09" E a distance of 34.281 metres to an iron pin;

Thence S 71°41'04" E a distance of 1.745 metres to an iron pin;

Thence S 72°07'52" E a distance of 20.629 metres to an iron pin;

Thence S 69°19'31" E a distance of 7.205 metres to an iron pin;

Thence S 55°54'51" E a distance of 4.959 metres to an iron pin;

Thence S 36°37'01" E a distance of 4.437 metres to an iron pin;

Thence S 29°31'05" E a distance of 28.900 metres to an iron pin;

Thence S 18°19'33" E a distance of 4.902 metres to an iron pin;

Thence S 08°01'52" E a distance of 7.154 metres to an iron pin;

Thence S 00°00'11" E a distance of 24.678 metres to an iron pin;

Thence S 06°09'00" W a distance of 4.752 metres to an iron pin;

Thence S 49°09'20" W a distance of 8.851 metres to an iron fence post situated on the ordinary high water mark prior to infilling of St. John's Harbour;

Thence following along the ordinary high water mark prior to infilling of St. John's Harbour in a generally southeasterly direction a distance of 34 metres more or less to an unmonumented point, said point being S 48°51'08" E a distance of 31.861 metres from the last mentioned iron fence post;

PLAN S-4100-9

Thence continuing along the ordinary high water mark prior to infilling of St. John's Harbour in a generally southeasterly direction a distance of 500 metres more or less to an unmonumented point, said point being S 60°'40" E a distance of 292.748 metres from the last mentioned point;

Thence S 00°00'00" W a distance of 45.608 metres to the Place of Beginning.

The above described parcel of land and land covered with water contains an area of 108.4 hectares more or less.

All bearings are grid referenced to Longitude 53°00' West the central meridian of MTM Zone 1. NAD 83' values.

PLANS S-4100-7 & S-4100-8

AND all that parcel of land shown as Parcel 98-1 on Public Works and Government Services Canada Plans S-4100-7 and S-4100-8 being more particularly described as follows:

Beginning at a point situated on a southerly boundary of the Southside Road, said point having co-ordinate values of N 5 269 573.789 metres and E 327 989.520 metres;

Thence S 10°53'14" E a distance of 2.762 metres to a point;

Thence S 27°45'01" E a distance of 2.181 metres to a concrete navy monument;

Thence S 27°45'01" E a distance of 4.467 metres to a point;

Thence following along an arc of a curve to the right, radius of 62.824 metres, for an arc distance of 7.853 metres to a point, said curve having an chord bearing of S 84°49'28" W and a chord distance of 7.848 metres;

Thence S 88°24'20" W a distance of 24.307 metres to a point;

Thence following along an arc of a curve to the left, radius of 12.075 metres, for an arc distance of 8.498 metres to a point, said curve having an chord bearing of S 68°14'34" W and a chord distance of 8.324 metres;

Thence S 48°04'47" W a distance of 3.460 metres to a point;

Thence S 35°51'39" W a distance of 19.591 metres to a point;

Thence S 48°05'29" W a distance of 123.527 metres to a point;

Thence S 54°45'21" W a distance of 25.168 metres to a point;

Thence following along an arc of a curve to the right, radius of 603.663 metres, for an arc distance of 71.692 metres to a point, said curve having an chord bearing of S 58°09'29" W and a chord distance of 71.650 metres;

Thence following along an arc of a curve to the left, radius of 585.772 metres, for an arc distance of 58.448 metres to a point, said curve having an chord bearing of S 58°42'07" W and a chord distance of 58.424 metres;

Thence S 55°50'36" W a distance of 21.666 metres to a point;

Thence S 60°25'31" W a distance of 31.250 metres to a point;

Thence S 60°35'32" W a distance of 15.463 metres to a point;

Thence S 49°21'54" W a distance of 31.013 metres to a point;

Thence N 37°03'52" W a distance of 7.700 metres to a point;

Thence S 49°21'54" W a distance of 1.287 metres to a point;

Thence S 58°55'48" W a distance of 69.001 metres to a point;

Thence S 52°42'46" W a distance of 46.508 metres to a point;

Thence N 38°36'56" W a distance of 7.316 metres to a point;

Thence N 52°42'46" E a distance of 47.075 metres to a point;

Thence N 58°55'48" E a distance of 68.787 metres to a point;

Thence N 49°21'54" E a distance of 39.192 metres to a point;

Thence S 29°21'00" E a distance of 1.268 metres to a point;

Thence N 60°35'32" E a distance of 10.530 metres to a building corner;

Thence N 60°25'31" E a distance of 30.628 metres to a building corner;

Thence N 55°50'36" E a distance of 21.066 metres to an iron pin;

Thence following along an arc of a curve to the right, radius of 600.770 metres, for an arc distance of 59.945 metres to an iron pin, said curve having an chord bearing of N 58°42'07" E and a chord distance of 59.920 metres;

Thence following along an arc of a curve to the left, radius of 588.664 metres, for an arc distance of 69.911 metres to an iron pin, said curve having an chord bearing of N 58°09'29" E and a chord distance of 69.870 metres;

Thence N 54°45'21" E a distance of 24.294 metres to a point;

Thence N 48°05'29" E a distance of 121.047 metres to an iron pin;

Thence N 35°51'39" E a distance of 8.368 metres to an iron pin;

Thence N 35°51'39" E a distance of 11.222 metres to a point;

Thence N 48°04'47" E a distance of 5.065 metres to a point;

Thence following along an arc of a curve to the right, radius of 27.073 metres, for an arc distance of 19.055 metres to a point, said curve having an chord bearing of N 68°14'34" E and a chord distance of 18.664 metres;

Thence N 88°24'20" E a distance of 24.307 metres to a point;

Thence following along an arc of a curve to the left, radius of 47.825 metres, for an arc distance of 3.510 metres to a capped iron pin, said curve having an chord bearing of N 86°18'10" E and a chord distance of 3.510 metres;

Thence S 10°40'00" E a distance of 6.019 metres to the Place of Beginning.

The above described Parcel 98-1 contains an area of 7, 517 square metres more or less.

All bearings are grid referenced to Longitude 53°00' West the central meridian of MTM Zone 1. NAD 83' values.

PLAN S-4100-7 & S-4100-8

AND all that parcel of land shown as Parcel 98-2 on Public Works and Government Services Canada Plans S-4100-7 and S-4100-8 being more particularly described as follows:

Beginning at a point being the most westerly corner of Parcel 98-2 hereinafter described, said point having co-ordinate values of N 5 269 321.972 metres and E 327 633.854 metres;

Thence N 49°21'54" E a distance of 31.013 metres to a point;

Thence N 60°35'32" E a distance of 15.463 metres to a point;

Thence N 60°25'31" E a distance of 31.250 metres to a point;

Thence N 55°50'36" E a distance of 21.666 metres to a point;

Thence following along an arc of a curve to the right, radius of 585.772 metres, for an arc distance of 58.448 metres to a point, said curve having a chord bearing of N 58°42'07" E and a chord distance of 58.424 metres;

Thence following along an arc of a curve to the left, radius of 603.663 metres, for an arc distance of 71.692 metres to a point, said curve having a chord bearing of N 58°09'29" E and a chord distance of 71.650 metres;

Thence N 54°45'21" E a distance of 25.168 metres to a point;

Thence N 48°05'29" E a distance of 123.527 metres to a point;

Thence N 35°51'39" E a distance of 19.591 metres to a point;

Thence N 48°04'47" E a distance of 3.460 metres to a point;

Thence following along an arc of a curve to the right, radius of 12.075 metres, for an arc distance of 8.498 metres to a point, said curve having a chord bearing of N 68°14'34" E and a chord distance of 8.324 metres;

Thence N 88°24'20" E a distance of 24.307 metres to a point;

Thence following along an arc of a curve to the left, radius of 62.824 metres, for an arc distance of 7.853 metres to a point, said curve having a chord bearing of N 84 49' 28" E and a chord distance of 7.848 metres;

Thence S 27°45'01" E a distance of 196.352 metres to concrete navy monument;

Thence S 62°14'31" W a distance of 448.776 metres to a concrete navy monument;

Thence N 27°42'41" W a distance of 60.921 metres to a concrete navy monument;

Thence N 13°21'49" W a distance of 78.272 metres to a concrete navy monument;

Thence N 37°03'52" W a distance of 11.873 metres to the Place of Beginning.

The above described Parcel 98-2 contains an area of 76,640 square metres more or less.

All bearings are grid referenced to Longitude 53°00' west the central meridian of MTM Zone 1. NAD 83' values.

PLAN S-4100-10

AND all that parcel of land shown as Parcel 98-3 on Public Works and Government Services Canada Plan S-4100-10 being more particularly described as follows:

Beginning at an iron pin being the most northeasterly corner of Parcel 98-3 hereinafter described, said iron pin having co-ordinate values of N 5 270 065.712 metres and E 327 031.021 metres;

Thence S 10°57'24" E a distance of 67.713 metres to a point;

Thence S 00°22'02" E a distance of 20.598 metres to a point situated on the ordinary high water mark of St. John's Harbour;

Thence following along the ordinary high water mark of St. John's Harbour in a generally northwesterly direction a distance of 34 metres more or less to an iron fence post, said iron fence post being N 48°51'08" W a distance of 31.861 metres from the last mentioned point;

Thence N 49°09'20" E a distance of 8.851 metres to an iron pin;

Thence N 06°09' 00" E a distance of 4.752 metres to an iron pin;

Thence N 00°00'11" W a distance of 24.678 metres to an iron pin;

Thence N 08°01'52" W a distance of 7.154 metres to an iron pin;

Thence N 18°19'33" W a distance of 4.902 metres to an iron pin;

Thence N 29°31'05" W a distance of 28.900 metres to an iron pin;

Thence N 36 37'01" W a distance of 4.437 metres to an iron pin;

Thence N 55°54'51" W a distance of 4.959 metres to an iron pin;

Thence N 69°19'31" W a distance of 7.205 metres to an iron pin;

Thence N 72°07'52" W a distance of 20.629 metres to an iron pin;

Thence N 71°41'04" W a distance of 1.745 metres to an iron pin;

Thence N 60°54'09" W a distance of 34.281 metres to an iron pin;

Thence N 15°11'37" W a distance of 4.894 metres to an iron fence post;

Thence N 43°55' 15" W a distance of 8.872 metres to an iron fence post;

Thence N 50°34'50" W a distance of 13.110 metres to an iron fence post;

Thence N 32°36' 15" E a distance of 0.669 of a metre to a nail set in rock;

Thence S 57°16'25" E a distance of 62.192 metres to a spike;

Thence S 63°43'31" E a distance of 55.973 metres to the Place of Beginning.

The above described Parcel 98-3 contains an area of 1593 square metres more or less.

All bearings are grid referenced to Longitude 53°00' West the central meridian of MTM Zone 1, NAD 83' Values.

PLAN S-4100-11

AND all that parcel of land shown as Parcel 98-4 on Public Works and Government Services Canada Plans S-4100-11 being more particularly described as follows:

Beginning at an iron pin being the most northerly corner of Parcel 98-4 hereinafter described;

Thence S 55°46'15" E a distance of 54.470 metres to an iron pin;

Thence S 69°55'42" E a distance of 45.295 metres to a capped iron pin;

Thence N 83°10'20" W a distance of 6.640 metres to an iron fence post;

Thence N 69°52'51" W a distance of 36.466 metres to a point;

Thence N 57°45'02" W a distance of 57.138 metres to an iron fence post;

Thence N 33°44'28" E a distance of 2.841 metres to the Place of Beginning.

The above described Parcel 98-4 contains an area of 166 square metres more or less.

All bearings are grid referenced to Longitude 53°00' West the central meridian of MTM Zone 1, NAD 83' Values.

PLAN S-4100-11

AND all that parcel of land shown as Parcel 98-5 on Public Works and Government Services Canada Plan S-4100-11 being more particularly described as follows:

Beginning at a capped iron pin being the most northerly corner of Parcel 98-5 hereinafter described, said capped iron pin having co-ordinate values of N 5 270 197.187 metres and E 327 697.581 metres;

Thence S 55°46'15" E a distance of 1.208 metres to an iron pin;

Thence S 33°44'28" W a distance of 25.935 metres to an iron pin;

Thence N 57°23' 32" W a distance of 1.409 metres to a point;

Thence N 34°11'02" E a distance of 25.974 metres to the Place of Beginning.

The above described Parcel 98-5 contains an area of 34 square metres more or less.

All bearings are grid referenced to Longitude 53°00' West the central meridian of MTM Zone 1, NAD 83' Values.

PLAN S-4100-12

AND all that parcel of land shown as Parcel 99-1 on Public Works and Government Services Canada Plan S-4100-12 being more particularly described as follows:

Beginning at a point being the most northerly corner of Parcel 99-1 hereinafter described, said point being S 27°58'45" W a distance of 175.863 metres and S 48°54'52" W a distance of 53.793 metres from Crown Land Monument No. 026206;

Thence S 42°28'31" E a distance of 32.814 metres to an iron pin;

Thence S 37°06'11" W a distance of 89.595 metres to an iron pin;

Thence S 43°29'31" W a distance of 56.446 metres to an iron pin;

Thence S 43°29'20" W a distance of 50.627 metres to an iron pin;

Thence S 45°32'29" W a distance of 72.689 metres to an iron pin;

Thence S 42°29'22" W a distance of 82.391 metres to an iron pin;

Thence N 37°49'31" W a distance of 99.842 metres to a capped iron pin;

Thence N 53°01'43" E a distance of 100.940 metres to a capped iron pin;

Thence S 43°00'47" E a distance of 3.168 metres to a non-monumented point;

Thence N 54°40'55" E a distance of 35.055 metres to a non-monumented point;

Thence N 45°05'25" E a distance of 64.516 metres to a non-monumented point;

Thence N 76°42'°08" E a distance of 32.798 metres to a capped iron pin;

Thence N 48°54'52" E a distance of 113.202 metres to the Place of Beginning.

The above described Parcel 99-1 contains an area of 2.3520 hectares more or less.

All bearings are grid referenced to Longitude 53°00' West the central meridian of MTM Zone 1, NAD 83 values.

PLAN S-4100-12

AND all that parcel of land shown as Parcel 99-2 on Public Works and Government Services Canada Plan S-4100-12 being more particularly described as follows:

Beginning at a point being the most easterly corner of Parcel 99-2 hereinafter described, said point being S 27°58'45" W a distance of 175.863 metres and S 48°54'52" W a distance of 53.793 metres from Crown Land Monument No. 026206;

Thence S 48°54'52" W a distance of 113.202 metres to a capped iron pin;

Thence S 76°42'08" W a distance of 32.798 metres to a non-monumented point;

Thence S 45°05'25" W a distance of 64.516 metres to a non-monumented point;

Thence S 54°40'55" W a distance of 35.055 metres to a non-monumented point;

Thence N 43°00'47" W a distance of 3.168 metres to a capped iron pin;

Thence N 53°01'43" E a distance of 39.144 metres to a capped iron pin;

Thence following along an arc of a curve to the left, radius of 354.417 metres, for an arc distance of 88.295 metres to a capped iron pin, said curve having a chord bearing of N 45°53'30" E and a chord distance of 88.067 metres;

Thence N 38°45'17" E a distance of 115.429 metres to non-monumented point;

Thence S 42°28'31" E a distance of 39.885 metres to the Place of Beginning.

The above described Parcel 99-2 contains an area of 0.3865 of a hectare more or less.

All bearings are grid referenced to Longitude 53°00' West the central meridian of MTM Zone 1, NAD 83 values.

SOUTH SIDE ROAD
PLAN 100660-1

AND all that parcel of land, shown on Plan 100660-1 being more particularly described as follows:

Starting at a point it being Newhook & Morgan Monument "JOB" situated on the property of Job. Bros. on the north side of St. John's Harbour, and from thence on a true bearing of S 11°25'30.6" W to Newhook & Morgan Monument 'N' situated on the north west corner of pier in front of Vocational Institute on the south side of St. John's Harbour.

Thence on a true bearing of S 76°28' E a distance of 190.7 feet;

Thence on a true bearing of S 6°54' E a distance of 77.9 feet;

Thence on a true bearing of S 67°42' E a distance of 31.4 feet, to the point of commencement;

Thence on a true bearing of N 45°43' E a distance of 156.9 feet;

Thence on a true bearing of N 46°52' W a distance of 1.2 feet;

Thence on a true bearing of N 42°44' E a distance of 61.0 feet;

Thence on a true bearing of N 46°37' W a distance of 2.8 feet;

Thence on a true bearing of N 42°29' E a distance of 22.0 feet;

Thence on a true bearing of N 46°37' W a distance of 8.0 feet;

Thence on a true bearing of N 46°53' E a distance of 52.9 feet;

Thence on a true bearing of N 47°23' E a distance of 25.2 feet;

Thence on a true bearing of N 55°53' E a distance of 10.0 feet;

Thence on a true bearing of N 48°53' E a distance of 106.4 feet;

Thence on a true bearing of S 42°07' E a distance of 24.0 feet;

Thence on a true bearing of S 35°53' W, a distance of 27.1 feet;

Thence on a true bearing of S 44°20' E a distance of 9.0 feet;

Thence on a true bearing of N 46°51' E a distance of 10.0 feet;

Thence on a true bearing of N 44°20' W a distance of 7.2 feet;

Thence on a true bearing of N 46°51' E a distance of 30.0 feet;

Thence on a true bearing of N 44°20' W a distance of 1.6 feet;

Thence on a true bearing of N 46°51' E a distance of 22.5 feet;

Thence on a true bearing of N 43°09' W a distance of 6.0 feet;

Thence on a true bearing of N 43°21' E a distance of 19.8 feet;

Thence on a true bearing of S 43°09' E a distance of 11.0 feet;

Thence on a true bearing of N 46°51' E a distance of 80.3 feet;

Thence on a true bearing of S 65°39' E a distance of 8.2 feet;

Thence on a true bearing of N 55°21' E a distance of 126.8 feet;

Thence on a true bearing of N 41°21' E a distance of 108.8 feet;

Thence on a true bearing of N 51°51' E, a distance of 79.2 feet;

Thence on a true bearing of N 38°09' W a distance of 3.6 feet;

Thence on a true bearing of N 48°29' E a distance of 28.5 feet;

Thence on a true bearing of S 42°01' E a distance of 121.0 feet;

Thence on a true bearing of S 46°51' W a distance of 767.1 feet;

Thence on a true bearing of S 67°39' E a distance of 49.0 feet;

Thence on a true bearing of S 49°08' W a distance of 547.4 feet;

Thence on a true bearing of S 76°17' W a distance of 107.5 feet;

Thence on a true bearing of S 45°24' W a distance of 214.0 feet;

Thence on a true bearing of S 55°22' W a distance of 112.3 feet;

Thence on a true bearing of N 42°41' W a distance of 41.6 feet;

Thence on a true bearing of N 36°27' E a distance of 75.0 feet;

Thence on a true bearing of N 52°39' E a distance of 88.5 feet;

Thence on a true bearing of N 44°09' E a distance of 122.6 feet;

Thence on a true bearing of N 40°38' E a distance of 84.7 feet;

Thence on a true bearing of N 39°38' E a distance of 41.8 feet;

Thence on a true bearing of N 37°38' E a distance of 49.0 feet;

Thence on a true bearing of N 35°38' E a distance of 5.8 feet;

Thence on a true bearing of N 54°22' W a distance of 7.7 feet;

Thence on a true bearing of N 35°38' E a distance of 38.3 feet;

Thence on a true bearing of N 37°38' E a distance of 20.0 feet;

Thence on a true bearing of N 36°08' E a distance of 41.1 feet;

Thence on a true bearing of N 37°08' E a distance of 23.9 feet;

Thence on a true bearing of N 54°52' W a distance of 1.5 feet;

Thence on a true bearing of N 38°08' E a distance of 89.0 feet;

Thence on a true bearing of N 45°08' E a distance of 23.8 feet;

Thence on a true bearing of N 44°52' W a distance of 2.0 feet;

Thence on a true bearing of N 45°08' E a distance of 17.6 feet;

Thence on a true bearing of N 52°08' E a distance of 27.3 feet;

Thence on a true bearing of S 37°52' E a distance of 9.8 feet;

Thence on a true bearing of N 48°08' E a distance of 59.0 feet to the point of commencement.

The above described parcel contains an area of 5.14 acres.

SOUTH SIDE ROAD

PLAN 100660-3

AND all those parcels of land shown on Plan 100660-3 being more particularly described in the following indentures:

Notice of Expropriation to Imperial Oil Limited, Reg. 1962/06/12, Vol. 573, Fol. 487.

Notice of Expropriation to Irving Oil Company Limited, Reg. 1962/01/17, Vol. 556, Fol. 76.

Notice of Expropriation to Newfoundland Light & Power Company Limited, Reg. 1962/08/17, Vol. 583, Fol. 386.

Notice of Expropriation to Job Brothers & Company Limited, Reg. 1961/05/11, Vol. 523, Fol. 41.

Notice of Expropriation to Bowring Brothers Limited, Reg. 1960/12/21, Vol. 511, Fol. 364.

Deed of Conveyance from Baine Johnston & Company Limited, Reg. 1961/08/23, Vol. 535, Fol. 565.

Notice of Expropriation to Diocesan Synod of Newfoundland, Reg. 1960/03/09, Vol. 499, Fol. 531.

AND all that parcel of land shown on Plan 100660-3 being more particularly described as follows:

Commencing at a point in the existing northern limit of South Side Road East, said point having coordinates of N 105.995.7 and E 105.063.7 with reference to the official grid system of the City of St. John's;

Thence running by said existing northern limit of South Side Road East N 37°54' E a distance of 140.2 feet;

Thence N 61°48' E a distance of 70.3 feet;

Thence by land of Job Brothers & Company Limited, N 42°52' W a distance of 57.4 feet;

Thence S 47°8' W a distance of 40.0 feet;

Thence N 42°52' W a distance of 14.3 feet;

Thence along the arc of a curve having a radius of 1,186.3', southwesterly, a distance of 60.5 feet;

Thence by land of Job Brothers & Company Limited, aforesaid, and other land of the British Admiralty (leased to Imperial Oil Limited), along the arc of a curve having a radius of 120.0', northerly, a distance of 89.5 feet;

Thence by other land of the British Admiralty (leased to Imperial Oil Limited), N 28°30' W a distance of 50.0 feet;

Thence S 51°40' W a distance of 66.0 feet;

Thence along the arc of a curve having a radius of 38.0' feet, southeasterly, a distance of 46.3 feet;

Thence along the arc of a curve having a radius of 80.0', southerly, a distance of 96.3 feet;

Thence S 49°26' E a distance of 3.0 feet;

Thence S 40°34' W a distance of 76.2 feet;

Thence by land of Bowring Brothers Limited, S 43°26' E a distance of 106.8 feet, more or less, to the point of commencement;

The above described area contains 22,072 square feet.

All bearings are referred to Astronomic Meridian.

SOUTHSIDE MARGINAL WHARF

AND all those pieces or parcels of land and land covered by water shown on Plan S - 4093, prepared by John Keith Renouf, Newfoundland Land Surveyor, as Parcel 98-1; and on Plan S - 4093 - 1, prepared by John Keith Renouf, Newfoundland Land Surveyor, as Parcel 98-3; and on Plan S - 4093 - 2, prepared by John Keith Renouf, Newfoundland Land Surveyor, as Parcels 98-4 and D.

TANK FARM

PLAN SJPC-S9203A

PARCEL A

AND all that parcel of land situated and being near East White Hills Road and shown on Public Works and Government Services Canada Plan SJPC-S-9203-A being more particularly described as follows:

Beginning at a point on an Access Road, said point having co-ordinates N 5 2711 473.675 metres and E 328 929.744 metres of the Modified Three Degree Transverse Mercator Projection for the Province of Newfoundland, Canada:

Thence turning and running along by an Access Road N 56°13' 00" W a distance of 30.250 metres;

Thence N 71°30' 00" W a distance of 81.960 metres;

Thence S 85°36' 00" W a distance of 23.590 metres;

Thence turning and running along by the Boulevard N 51°25' 00" W a distance of 113.200 metres;

Thence N 80°00' 00" W a distance of 16.520 metres;

Thence turning and running N 12°54' 00" E a distance of 22.800 metres;

Thence turning and running along East White Hills Road N 50°40' 00" W a distance of 13.970 metres;

Thence turning and running along by East White Hills Road, land now or formerly belonging to Public Works Canada and Parcel 55 of land belonging to H.M. in Right of Canada, respectively, N 31°03' 00" E a distance of 38.410 metres;

Thence turning and running along by Parcel 5 and Parcel 8 of land belonging to H.M. in Right of Canada, respectively, S 66°47' 00" E a distance of 298.730 metres;

Thence turning and running along by Parcel B of land surveyed for St. John's Port Corporation S 43°29' 10" W a distance of 83.567 metres, more or less, to the point of beginning.

The above described parcel of land contains an area of 21,285 square metres, more or less. All bearings being referenced to the above projection.

TANK FARM

PLAN SJPC-S9203B

PARCEL B

AND all that parcel of land situated and being near East White Hills Road and shown on Public Works and Government Services Canada Plan SJPC-S-9203-B being bounded and abutted as follows:

Beginning at a point on an Access Road, said point having co-ordinates N 5 271 473.675 metres and E 328 929.744 metres of the Modified Three Degree Transverse Mercator Projection for the Province of Newfoundland, Canada:

Thence turning and running along by Parcel A of land surveyed for St. John's Port Corporation N 43°29' 10" E a distance of 83.567 metres;

Thence turning and running along by Parcel 8 of land belonging to H.M. in Right of Canada S 61°31' 00" E a distance of 115.820 metres;

Thence S 73°40' 00" E a distance of 64.040 metres;

Thence N 78°33' 00" E a distance of 70.160 metres;

Thence S 03 09' 00" E a distance of 82.420 metres;

Thence S 89°26' 00" W a distance of 59.130 metres;

Thence S 84°59' 00" W a distance of 59.040 metres;

Thence S 26°30' 00" W a distance of 59.360 metres;

Thence turning and running along by land now or formerly claimed by Memorial University of Newfoundland registered in volume 1100, folio 586 in the Registry of Deeds of Newfoundland N 50°16' 00" W a distance of 61.990 metres;

Thence turning and running along by land belonging to H.M. in Right of Canada registered in volume 3158, folio 602 in the Registry of Deeds of Newfoundland S 82°51' 00" W a distance of 25.350 metres;

Thence N 46 16' 00" W a distance of 66.840 metres;

Thence N 26 30' 00" W a distance of 63.890 metres, more or less, to the point of beginning.

The above described parcel of land contains an area of 30,044 square metres, more or less. All bearings being referenced to the above projection.

PIPELINE

PLANS 103209 - 103215

AND all that parcel of land shown as Parcel #1 on Plan 103209 being more particularly described as follows:

Commencing at a point, said point being on the centre line of a P.O.L. easement.

Thence proceeding S 36°58' E a distance of 25.05';

Thence turning and running S 38°01' W a distance of 46.0';

Thence turning and running N 44°06' W a distance of 50.3';

Thence turning and running N 39°12' E a distance of 46.1';

Thence turning and running S 50°48' E a distance of 24.7' to the point of commencement.

The above described area contains 0.054 acres.

AND all that parcel of land shown as Parcel #11 on Plan 103215 being more particularly described as follows:

Commencing at a point, said point being 264' distant from the north east corner of an incinerator on a bearing of N 48°30' W;

Thence proceeding N 10°52' W a distance of 49.21';

Thence turning and running S 41°50' E a distance of 56.20';

Thence turning and running S 77°08' W a distance of 28.94' to the point of commencement.

The above described area contains 0.016 acres.

SAVING AND EXCEPTING from the above areas the following pieces or parcels of land:

All that parcel of land shown as Parcel 94-3 on Public Works and Government Services Canada Plan S-3370 being more particularly described as follows:

Beginning at a steel fence post situated at the southeasterly corner of Parcel 94-3 hereinafter described, said steel fence post being N 19°33'39" W a distance of 716.419 metres from Newfoundland control monument No. 026209;

Thence N 07°' E a distance of 4.29 metres to a steel fence post;

Thence N 83°02' W a distance of 4.23 metres to a steel fence post;

Thence S 08°16' W a distance of 4.31 metres to a steel fence post;

Thence S 83°13' E a distance of 4.31 metres to the Place of Beginning.

The above described Parcel 94-3 contains an area of 18 square metres more or less. All bearings are grid referenced to Longitude 53°00' west of the central meridian of MTM Zone 1. NAD 27' values prior to 1982.

AND all that piece or parcel of land outlined on Plan S-2015, dated 7 December 1987 and signed by Eldred Chislett, Newfoundland Land Surveyor more particularly described as follows:

Commencing at a point having coordinates N 5 268 541.543 and E 326 888.1666;

Thence running S 38°45'17" W a distance of 139.059 metres;

Thence running S 45°01'42" W a distance of 73.745 metres;

Thence running N 43°32'02" E a distance of 35.964 metres;

Thence running N 40°01'03" E a distance of 25.859 metres;

Thence running N 39°01'03" E a distance of 12.784 metres;

Thence running N 37°01'04" E a distance of 14.978 metres;

Thence running N 35°01'04" E a distance of 1.811 metres;

Thence running N 54°58'55" W a distance of 2.342 metres;

Thence running N 35°01'05" E a distance of 11.717 metres;

Thence running N 37°01'04" E a distance of 6.139 metres;

Thence running N 35°31'04" E a distance of 12.570 metres;

Thence running N 36°31'03" E a distance of 7.327 metres;

Thence running N 55°28'56" W a distance of 0.452 metres;

Thence running N 37°31'°01" E a distance of 27.170 metres;

Thence running N 44°31'00" E a distance of 7.297 metres;

Thence running N 45°29'01" W a distance of 0.612 metres;

Thence running N 44°30'57" E a distance of 5.407 metres;

Thence running N 51°30'56" E a distance of 8.364 metres;

Thence running S 38°29'05" E a distance of 2.979 metres;

Thence running N 47°30'55" E a distance of 18.026 metres;

Thence running N 45°27'00" E a distance of 18.538 metres to the point of commencement.

AND ALSO SAVING AND EXCEPTING Federal real property situated within the area described above under administration of a member of The Queen's Privy Council for Canada other than the Minister of Transportation or any successor thereto, if that member has not given consent to the minister in accordance with paragraph 44 (2)(b) of the Act.

PART II

The following other interests in land to the extent that they are interests in land in accordance with the Federal Real Property Act:

PIPELINE EASEMENT

An easement over all those parcels of land shown on Plans 103209, 103210, 103211, 103212, 103213, 103214, and 103215 as follows:

Parcel #2 on Plan 103209 and containing 0.864 acres.

Parcel #3 on Plans 103209 and 103210 and containing 0.280 acres.

Parcel #4 on Plan 103210 and containing 0.193 acres.

Parcel #5 on Plan 103211 and containing 0.272 acres.

Parcel #6 on Plan 103211 and containing 0.240 acres.

Parcel #7A on Plan 103211 and containing 0.742 acres.

Parcel #7B on Plans 103211 and 103212 and containing 1.321 acres.

Parcel #7C on Plans 103212, 103213 and 103214 and containing 1.445 acres.

Parcel #8 on Plans 103214 and 103215 and containing 0.614 acres.

Parcel #9 on Plan 103215 and containing 0.309 acres.

Parcel #10 on Plan 103215 and containing 0.001 acres.

And over Public Roadways and other property of the City of St. John's.

HARBOUR DRIVE

AND A reversionary interest pursuant to Letters Patent dated 29 December 1971 to the City of St. John's in and to all that piece of land, on the North side of St. John's Harbour and being more particularly described as follows:

Beginning at a point, it being designated on the City of St. John's TM Grid as Monument No. 34, it having co-ordinates of; North 17, 288, 189.567 and East 1, 072, 842.200, it being South 73°40'05" W from the City Monument known as Signal, it also being the point of commencement;

Thence N 34°20'48" E a distance of 147.50 feet;

Thence N 41°46'12" W a distance of 34.75 feet to the most Easterly found Monument of the Harbours Development as of 1967 of the Homologation line between Harbours property and private property;

Thence along the said Homologation line S 34°28'48" W a distance of 52.45 feet;

Thence S 48°28'48" W a distance of 105.90 feet;

Thence N 41°31'12" W a distance of 27.00 feet;

Thence N 44°31' W a distance of 69.60 feet along the Eastern street limits of Job's Cove;

Thence N 46°18' W a distance of 104.00 feet;

Thence S 39°16' W a distance of 84.65 feet;

Thence S 54°45' E a distance of 115.23 feet along the Western street limits of Job's Cove;

Thence S 45°45' E a distance of 64.44 feet;

Thence S 33°54'2 4" W a distance of 372.18 feet;

Thence S 43°37'42" E a distance of 6.80 feet;

Thence S 41°17'48" W a distance of 51.43 feet;

Thence S 32°10'48" W a distance of 72.28 feet;

Thence S 34°51'48" W a distance of 180.50 feet;

Thence S 32°35'48" W a distance of 63.60 feet;

Thence S 34°23'48" W a distance of 63.90 feet;

Thence S 55°27'12" E a distance of 14.70 feet;

Thence S 34°22'48" W a distance of 130.00 feet;

Thence N 55°27'12" W a distance of 14.70 feet;

Thence S 34°23'15" W a distance of 834.10 feet;

Thence S 75°50'15" W a distance of 74.70 feet;

Thence N 48°30'45" W a distance of 43.00 feet;

Thence S 36°09'15" W a distance of 291.55 feet;

Thence S 26°19'43" W a distance of 291.55 feet;

Thence S 17°54'43" W a distance of 345.10 feet;

Thence S 30°17'10" W a distance of 239.73 feet;

Thence S 12°01'0 4" E a distance of 72.86 feet;

Thence S 14°02'23" W a distance of 39.45 feet;

Thence S 8°51'00" W a distance of 48.62 feet;

Thence S 3°32'30" W a distance of 204.94 feet;

Thence S 52°52'18" W a distance of 33.05 feet;

Thence S 85°40'30" W a distance of 181.90 feet along the Eastern side of the West Exit road from the Harbour Road and along the face of the National Harbours Board building;

Thence S 6°05'12" E a distance of 64.25 feet;

Thence N 85°57'48" E a distance of 119.75 feet along the Western side of the West Exit road and also on the Northern boundary of National Harbours Board property presently a Parking Lot;

Thence N 81°50'18" E a distance of 154.30 feet crossing an existing road to the Main Transit Shed, to a point on a traffic island diverting traffic from said Main Transit Shed;

Thence in a Northerly direction a distance of 354 feet along the Southernmost boundary and existing sidewalk, it also being a wire fence separating Harbour Road from said Main Transit Shed, to a point, it having co-ordinates of: North 85, 771.19 and East 71, 303.77;

Thence in a Northerly direction along an irregular curve, it also being the Southernmost face of existing concrete sidewalk, a distance of 638 feet to a point, it having co-ordinates of: North 86, 366.79 and 71,523.56 East;

Thence following along the aforementioned Southern boundary and sidewalk along an irregular curve a distance of 580 feet to a point, it having co-ordinates of: North 86, 784.86 and East 71, 886.14;

Thence following along the Southern boundary of a concrete sidewalk and tubular aluminum fence a distance of 1, 697 feet to the point of commencement.

The above described parcel contains an area of 7.290 Acres.

SAVING AND EXCEPTING therefrom the following pieces or parcels of land:

That piece of land commencing at a point the said point being the southeast corner of land of the City of St. John's and having co-ordinates of N 17287554.96 feet and E 1072330.13 feet with reference to the Transverse Mercator Projection for the City of St. John's and proceeding thence S 55°35' E a distance of 3.75 feet;

Then turning and running along the land of the National Harbours Board S 34°25' W a distance of 254.67 feet;

Thence turning and running N 55°35' W a distance of 3.75' feet;

Thence turning and running by land of the City of St. John's N 34°25' E a distance of254.67 feet to the point of commencement.

The above described parcel contains an area of 955 square feet.

AND that piece of land being bounded and abutted as follows, that is to say beginning at a point, said point having co-ordinates of North 17, 287, 344.87 feet and East 1, 072, 186. 19 feet of the Transverse Mercator Projection;

Thence by the Northwestern limit of Harbour Drive N 34°25' E a distance of 72.90 feet;

Thence by land of the City of St. John's N 55°35' W a distance of 14.70 feet, S 34°25' W a distance of 72.90 feet;

Thence S 55°35' E a distance of 14.70 feet more or less to the point of beginning.

The above described parcel contains an area of 1071 square feet.

AND that piece of land being bounded and abutted as follows, that is to say beginning at a point, said point having co-ordinates of North 17,287, 554.96 feet and East 1, 072, 330.13 feet of the Transverse Mercator Projection;

Thence N 55°35' W a distance of14.70 feet;

Thence by land of the City of St. John's S34°26' W a distance of 51.77 feet, S 55°35' E a distance of 14.70 feet;

Thence by the Northwestern limit of Harbour Drive N 34°25' E a distance of 51.77 feet more or less to the point of beginning.

The above described parcel contains an area of 761 square feet.

PART III

Any other interests in land, to the extent that they are interests in land in accordance with the Federal Real Property Act, whether or not registered, in anyway belonging or pertaining to or benefiting any of the lands described in Part I.

SCHEDULE C

ST. JOHN'S PORT AUTHORITY

DESCRIPTION OF OTHER REAL PROPERTY

(Intentionally deleted)

SCHEDULE D

ST. JOHN'S PORT AUTHORITY

CLASSES OF USERS

1. Each user of the port of St. John's shall be eligible for membership in one of the classes of users as follows:

Class A Those persons who have the management and control of any commercial vessel greater than 50 metres in length that, in the opinion of the Authority, regularly uses the Port, owners of non-residential property adjacent to the navigable waters as set out in Schedule A annexed to these Letters Patent and lessees of any property described in either Schedule A, B or C annexed to these Letters Patent shall be eligible for membership in Class A;

Class B Those persons who have the management and control of any commercial vessel of not greater than 50 metres in length that, in the opinion of the Authority, regularly uses the Port shall be eligible for membership in Class B, and

Class C The Longshoreman's Protective Union, the CAW/ FFAW or their successor organizations, those persons who, in the opinion of the Authority, are regularly engaged in the business of stevedoring and cargo handling, ships agents, ships chandlers, ship repair and servicing, tourboat operators and customs brokers at or in connection with the Port and operators of offshore oilfields off the east coast of Newfoundland and other Port users shall be eligible for membership in Class C.

2. (a) A person who is eligible for membership in one of the classes of users hereunder shall become a member of such class upon making a written request to the Authority to become a member of such class.

(b) A person who becomes a member of a class shall immediately cease to be a member of that class upon ceasing to be eligible or upon sending written notice to the Authority requesting that membership in that class be cancelled.

SCHEDULE E

ST. JOHN'S PORT AUTHORITY

CODE OF CONDUCT

ARTICLE 1

OBJECTS AND INTERPRETATION

1.1 Object of Code. The object of this Code is to preserve and enhance public confidence in the integrity and impartiality of directors and officers of the Authority and the business activities and transactions carried on by the Authority by establishing clear conflict of interest rules for directors and officers of the Authority.

1.2 Principles. This Code shall be interpreted in accordance with the following general principles:

(a) every director and officer shall discharge their duties and arrange their private affairs in such a manner so as to preserve and promote public confidence and trust in the integrity and impartiality of the Authority;

(b) the obligations of a director or officer described in subsection 1.2(a) may not always be discharged merely by acting in accordance with the technical requirements of the Act, the Regulations, the Letters Patent, the by-laws and the policies and resolutions of the Board; and

(c) public confidence and trust in the integrity and impartiality of the Authority may be as equally compromised by the appearance of a conflict as with the existence of an actual conflict.

1.3 Definitions. In this Code terms used herein shall have the meanings ascribed to them in the Act and the Letters Patent, and in addition the following terms shall have the following meanings:

(a) "Gift" includes any good, service, benefit, hospitality, promise or favour; and

(b) "Related Party" means with respect to a director or officer of the Authority:

1.4 Application of Code. This Code applies to all directors and officers of the Authority.

1.5 Scope of Obligations. Conforming to the specific requirements of this Code shall not absolve a director or officer of responsibility for taking such additional action as may be necessary to conform with any standard of conduct or comply with any duty imposed by the Act, the Regulations, the Letters Patent, the by-laws and the policies and resolutions of the Board or otherwise by law.

1.6 Acknowledgement by Directors and Officers. Each director and officer shall acknowledge in writing to the Governance Committee that:

(a) they have read and understood this Code;

(b) to the best of their knowledge they are in compliance with this Code and neither they nor any Related Party to them has a conflict or a potential conflict within the meaning of Article 2 of this Code; and

(c) in the case of each officer, compliance with this Code is a condition of their employment.

1.7 Timing of Acknowledgement. Each director and officer shall deliver the acknowledgement described in section 1.6 of this Code to the Governance Committee:

(a) with respect to the directors serving and officers employed on the date the Letters Patent take effect, forthwith upon the Letters Patent taking effect; and

(b) with respect to all other directors at the time of their appointment and with respect to all other officers at the time of the commencement of their employment.

1.8 Annual Review. Each director and officer shall regularly review their obligations under this Code and shall on the 15th day of March of each year provide the Governance Committee with a written acknowledgement confirming such review and that, to the best of the knowledge of the director or officer:

(a) they are in compliance with this Code; and

(b) neither they nor any Related Party to them has a conflict within the meaning of Article 2 of this Code.

ARTICLE 2

CONFLICTS OF INTEREST

2.1 Conflicts Generally. A director or officer shall not allow his or her personal interests or the personal interests of a Related Party to the director or officer to conflict with or to give rise to the appearance of a conflict with the duties and responsibilities of the director or officer to the Authority or the interests of the Authority.

2.2 Specific Types of Conflicts. Without restricting the generality of section 2.1, the following represent examples of specific matters which give rise to a conflict or the appearance of a conflict on the part of a director or officer:

(a) Competition with the Authority: A director or officer or a Related Party of a director or officer engages in any activity, or has a material interest in any person which engages in an activity, which is in competition or could reasonably be expected to be in competition with the Authority's present or proposed interests;

(b) Transactions with the Authority or a User; Material Interests: A director or officer or a Related Party of a director or officer:

(c) Interest in Material Contract: A director or officer:

(d) Acceptance of Offices with Conflicted Entities: A director or officer accepts an appointment or a nomination for election to an office of, or employment with, any corporation, partnership, foundation, institute, organization, association or other entity, the business or activities of which are, or could reasonably be expected to be, in conflict with the interests of the Authority.

2.3 Conflicts For Which Approval Satisfactory. Engaging in the following activities shall be deemed not to give rise to a conflict or the appearance of a conflict on the part of a director or officer within the meaning of Article 2 of this Code provided that the director or officer obtains the written approval of the Governance Committee prior to engaging in such activities:

(a) Acceptance of Offices With Entities Benefiting From Authority: A director or officer accepts an appointment or a nomination for election to an office of, or employment with, any corporation, partnership, foundation, institute, organization, association or entity, the business or activities of which benefit or could reasonably be expected to benefit from the business of the Authority or decisions made by the Authority; and

(b) Use of Authority Property: A director or officer uses property of the Authority or property managed by the Authority for the personal benefit of the director or officer or a Related Party of the director or officer.

If a director or officer fails to obtain the written approval of the Governance Committee prior to engaging in any activity described in subsections (a) or (b) of this section, the engagement of the director or officer in such activity shall be deemed to give rise to a conflict of interest within the meaning of Article 2 of this Code.

ARTICLE 3

DISCLOSURE OF CONFLICTS

3.1 Timing of Disclosure. Written disclosure of a conflict or an appearance of a conflict shall be made by a director or officer forthwith after the director or officer becomes aware of the conflict or the appearance of a conflict within the meaning of Article 2 of this Code.

3.2 Declaration of Interest. For the purposes of this Code, a notice in writing to the Governance Committee by a director or officer providing reasonable particulars of the interest, asset, activity or position giving rise to the conflict or the appearance of a conflict together with such other material information relating to the conflict or the appearance of a conflict as shall be reasonably requested by the Governance Committee shall be deemed to be disclosure of the conflict or the appearance of a conflict.

3.3 Voting and Participation. A director or officer who is in conflict within the meaning of Article 2 of this Code shall not participate in discussions or vote on any decision of, or provide recommendations to, the Governance Committee or the Board on any matter related to the conflict. Notwithstanding the foregoing, a director or officer may participate in, vote on and provide recommendations to the Governance Committee or Board respecting any matter related to:

(a) an arrangement by way of security for money lent to, or obligations undertaken by the director or officer for the benefit of, the Authority;

(b) a contract that relates primarily to his or her remuneration as a director, officer, employee or agent of the Authority; and

(c) a contract for indemnity in favour of the director or officer or directors or officers liability insurance.

3.4 Quorum for Directors' Meetings. Nothing contained in section 3.3 shall preclude a director or officer who is in conflict within the meaning of Article 2 of this Code from being counted to determine the presence of a quorum at, a meeting of directors or committee of directors of the Authority where all or a portion of the business conducted at such meeting is consideration of the transaction or matter giving rise to the conflict, the interpretation of this Code or a determination or recommendation made pursuant to Article 4 of this Code. Notwithstanding the foregoing, a director or officer who is in conflict shall absent himself or herself from the meeting for the portion of the meeting during which the transaction or matter giving rise to the conflict is considered.

3.5 Similar Transactions. In the case of similar transactions that are, or could reasonably be expected to be, of a recurring nature and which are made or will be made in the ordinary course of the operations of the Authority, a director or officer who is in conflict as a result of such transactions shall be deemed to have complied with the disclosure requirements of this Article 3 if:

(a) in the case of the directors serving or officers employed on the date the Letters Patent take effect, forthwith upon the Letters Patent taking effect; and

(b) in the case of all directors and officers, including the directors and officers described in subsection 3.5(a), on or before the 15th day of March of each year for which such disclosure relates

the director or officer makes a single annual written disclosure to the Governance Committee setting out the nature and extent of the conflict arising as a result of the transactions together with such other information relating to the conflict as shall reasonably be requested by the Governance Committee.

ARTICLE 4

COMPLIANCE

4.1 Voluntary Activities. When a conflict arises within the meaning of Article 2 of this Code, in addition to the disclosure required under Article 3 of this Code, a director or officer may voluntarily undertake one or more of the following actions to address the conflict:

(a) Divestment: selling or causing the sale of the asset or interest giving rise to the conflict to a party which is not a Related Party;

(b) Withdrawal: resigning the position or withdrawing from the activity or causing the resignation or withdrawal; or

(c) Resignation: resigning where the director or officer is unwilling or unable to divest the asset or interest, withdraw from the activity or resign from the position giving rise to the conflict.

4.2 Voluntary Compliance Not Determinative. Voluntary compliance by a director or officer with one or more of the measures described in section 4.1:

(a) in the case of a director, shall not relieve the director from complying with such other measures as may be determined by the entity appointing the director to be appropriate in connection with a conflict or an appearance of conflict; and

(b) in the case of an officer, shall not relieve the officer from complying with such other measures as may be determined by the Board to be appropriate in connection with a conflict or an appearance of conflict.

4.3 Initial Determination by Governance Committee. Where a disclosure is made to the Governance Committee by a director or officer pursuant to Article 3 of this Code or facts are brought to the attention of the Governance Committee which indicate a conflict or appearance of conflict or failure to comply with this Code by a director or officer, the Governance Committee shall forthwith initially determine:

(a) whether the disclosure made by the director or officer indicates a conflict within the meaning of Article 2 of this Code; and

(b) whether, if applicable, the director or officer has failed to comply with this Code.

4.4 Recommendation by Governance Committee. Upon determining that a conflict exists and/or that a director or officer has failed to comply with this Code, the Governance Committee shall provide the Board with a written recommendation as to the appropriate method for the director or officer to comply with this Code which may include but is not limited to:

(a) a recommendation that the conflict has been or will be satisfactorily addressed:

(b) in the case of a director, whether a recommendation should be made to the director that the director resign; and

(c) in the case of an officer, the sanctions, if any, which the Governance Committee recommends be imposed against the officer.

4.5 Determination by Board. Upon receiving a recommendation of the Governance Committee provided pursuant to section 4.4, the Board shall forthwith consider the recommendations of the Governance Committee and make a final determination as to:

(a) whether the director or officer is in a conflict within the meaning of Article 2 this Code;

(b) whether the director or officer has failed to comply with this Code;

(c) whether the conflict has been or will be satisfactorily addressed through:

(d) in the case of an officer, the measures to be taken by the officer to address the conflict and any sanctions to be imposed upon the officer in connection with a failure by the officer to comply with this Code; and

(e) in the case of a director, whether to request the director to resign.

4.6 Opportunity to be Heard. The Governance Committee and the Board, as the case may be, shall provide a director or officer with an opportunity to be heard in connection with an initial determination made pursuant to section 4.3, a recommendation made pursuant to section 4.4 or a determination made pursuant to section 4.5.

4.7 Notification of Determination Respecting Officer. Upon the Board making a determination pursuant to section 4.5 in respect of an officer, the Board shall forthwith provide the officer with written notification of the determination, including the reasons therefor, together with any direction of the Board to be complied with by the officer.

4.8 Notification of Determination Respecting Director. Where the Board has determined that a director has failed to comply with this Code, the Board shall forthwith provide the entity which has appointed such director to the Board with written notification of the failure to comply along with full particulars of the circumstances giving rise thereto.

ARTICLE 5

ACCEPTANCE OR OFFERING OF GIFTS

5.1 Acceptance or Offering of Gifts. No director or officer shall offer Gifts to, or accept Gifts from, users or potential users without the prior written consent of the Governance Committee. Notwithstanding the foregoing, Gifts may be accepted or offered provided:

(a) the Gift is not in the form of cash or cash equivalent;

(b) the Gift is not intended to be, and is neither in such form nor of sufficient value such that it could reasonably be construed to be, a bribe or other improper payment; and

(c) the Gift is of modest value and the acceptance of the Gift is in accordance with customary business practice.

ARTICLE 6

INSIDE INFORMATION

6.1 Use of Information. A director or officer shall not use any information obtained in connection with his or her position with the Authority for personal benefit or for the benefit of any other person unless such information has been disclosed to the public or has been made available to the public. Without limiting the generality of the foregoing, a director or officer who has knowledge of a proposed action or decision by the Authority shall not purchase or sell assets or advise any other party to purchase or sell assets the value of which could be expected to be materially affected by the proposed action or decision until such time as the proposed action or decision has been announced or has been made available to the public.

6.2 Disclosure of Confidential Information. Subject to section 6.3, no director or officer shall disclose any information concerning the business and affairs or proposed business and affairs of the Authority acquired in connection with his or her position with the Authority ("Confidential Information") which has not been disclosed to the public or been made available to the public without the prior written consent of the Governance Committee.

6.3 Permitted Disclosures. A director or officer may disclose Confidential Information:

(a) to the extent that the disclosure is reasonably necessary in connection with the performance of the duties and responsibilities of the director or officer, including, without restriction, disclosures necessary in connection with a financing transaction or proposed financing transaction involving the Authority;

(b) to the extent disclosure is required by law (including, without limitation, Access to Information Act (Canada) and Privacy Act (Canada) requirements) or by a court or tribunal of competent jurisdiction; and

(c) to professional advisors of the Authority.

ARTICLE 7

OUTSIDE EMPLOYMENT

7.1 Offers of Employment or Appointment. In discharging his or her duties and responsibilities to the Authority, a director or officer shall not allow the performance of such duties and responsibilities to be affected by offers or potential offers of outside employment or appointment.

7.2 Disclosure of Offer. A director or officer who receives a firm offer of employment or appointment which may affect the performance of the director's or officer's duties or responsibilities shall forthwith disclose the offer to the Governance Committee in writing.

ARTICLE 8

RECORDS AND PRIVACY

8.1 Confidentiality Obligation. Information concerning the interests or activities or proposed interests or activities of a director or officer provided to the Governance Committee in connection with the disclosure obligations of this Code or the Regulations or otherwise obtained by the Governance Committee shall be placed in a separate personal file established for the director and officer and kept in secure safekeeping.

8.2 Privacy. Subject to disclosure of personal information in accordance with law (including, without limitation, disclosure under the Access to Information Act (Canada) and Privacy Act (Canada)), in addition to the confidentiality obligations set forth in section 8.1, the Governance Committee shall take all commercially reasonable efforts to ensure that the privacy of the director or officer disclosing personal information to the Board is fully respected.

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