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

SAGUENAY 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 on which that item 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 Saguenay 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 Saguenay Port Authority is deemed to be incorporated 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 Saguenay Port Authority deemed to be incorporated by these 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 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 contingently liable (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) upon 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)

"Executive Committee" has the meaning ascribed to such term in section 4.19; (Comité exécutif)

"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, facility or right 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)

"Fixture" includes movables which are permanently physically attached or joined to an immovable or real property without losing their individuality and without being incorporated with the immovable or real property, and which ensure the utility of the immovable or real property, but does not include any movables so attached or joined which, in the immovable or real property, are used for the operation of an enterprise or the pursuit of activities, and which therefore are to remain movables; (Accessoire fixé à demeure)

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

"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)

"Nominating Committee" has the meaning ascribed to such term in section 4.22; (Comité de nomination)

"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 suretyship, undertaking to compensate or otherwise, which financial assistance must state the aggregate potential liability of the Authority; (Cautionnement ou autre soutien autorisé)

"Public Notice" means the public notice mentioned in subsection 4.22(d); (Avis public)

"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 processes claiming damages in excess of $250,000.00; (Procédure judiciaire importante)

"Subsidiary" means any wholly-owned subsidiary of the Authority constituted 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 4.7(d). (Administrateur représentatif des utilisateurs)

1.3 Conflicts with Act or Regulation. If there is any conflict between these 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 these 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 Saguenay Port Authority.

2.2 Registered Office of Authority. The registered office of the Authority is located at 6600, chemin de la Grande Anse, Ville de La Baie, Quebec G7B 3N9.

ARTICLE 3

DESCRIPTIONS OF NAVIGABLE WATERS AND PROPERTY

3.1 Description of Navigable Waters. The navigable waters that are within the jurisdiction of the Authority are described 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, that is occupied or held by the Authority is described in Schedule C hereto.

3.4 Reservation Respecting Property and Navigable Waters Descriptions. The descriptions of federal real property, real property other than federal real property and navigable waters referred to in this Article do not constitute admissions, representations or warranties and shall in no case operate as a fin de non-recevoir in respect of the accuracy of the descriptions and underlying titles or in respect of aboriginal title.

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 Directors shall have the following qualifications:

(a) the Directors appointed by the Governor in Council on the nomination of the Minister, the Director appointed by the municipalities of Ville de La Baie and Chicoutimi and the Director appointed by the Province of Québec shall have generally acknowledged and accepted stature within the transportation industry or the business community; and

(b) the remaining Directors, appointed by the Governor in Council on the nomination of the Minister in consultation with users selected by the Minister or the Classes of Users mentioned in these Letters Patent, shall have relevant knowledge and extensive experience related to management of a business, to the operation of a port or to maritime trade.

4.3 Persons Excluded. The following individuals may not be Directors:

(a) an individual who is a mayor, councillor, officer or employee of the municipalities of Ville de La Baie or Chicoutimi;

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

(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 eighteen (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.

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

4.5 Quorum. A majority of the Directors in office of whose appointment the Authority has been advised constitutes a quorum at any meeting of Directors, and a quorum of Directors may exercise all the powers of the Directors.

4.6 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.

4.7 Appointment of Directors. The Directors of the Authority shall be appointed as follows:

(a) the Governor in Council appoints one (1) individual nominated by the Minister;

(b) the municipalities of Ville de La Baie and Chicoutimi appoint one (1) individual by unanimous agreement;

(c) the Province of Québec appoints one (1) individual; and

(d) the Governor in Council appoints the remaining four (4) individuals nominated by the Minister in consultation with the users selected by the Minister or Classes of Users given in Schedule D.

4.8 Terms of Directors. The Directors shall be appointed to hold office for three (3) years, providing, however, that:

(a) the initial term of the Director appointed by the Province of Québec pursuant to subsection 4.7(c) shall be for a period of two (2) years;

(b) the initial term of the Director appointed by the municipalities of Ville de La Baie and Chicoutimi pursuant to subsection 4.7(b) shall be for a period of one (1) year; and

(c) the initial term of two (2) of the four (4) remaining Directors nominated by the Minister and appointed by the Governor in Council pursuant to subsection 4.7(d) shall be:

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

4.9 Exercising Powers and Discharging Duties. The Directors are appointed to serve part-time and, in exercising powers and discharging duties, shall

(a) act honestly and in good faith with a view to the best interests of the Authority and in accordance with the Code of Conduct; and

(b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

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

4.11 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 office under section 4.3; or

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

4.12 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 on which it is received by the Authority or on the date specified in the resignation, whichever is later.

4.13 Removal of Directors. Any Director may be removed for cause pursuant to the provisions of paragraph 19(1)(b) of the Act.

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

4.15 Chairperson and Vice-Chairperson of the Board. The Board shall elect a chairperson and a vice-chairperson from among their number for a term not exceeding two (2) years, the term being renewable.

4.16 Appointment of Officers. The Board shall appoint a chief executive officer, who shall not be a Director, and such other Officers as the Board considers appropriate.

4.17 Committees of the Board. The Board may appoint from their number one or more committees of the Board and may delegate to any such committee any requisite powers, except that 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.

4.18 Duties of Chief Executive Officer. As the administrative head of the Authority, the chief executive officer shall discharge the duties conferred on him by the Act, the Regulations, these Letters Patent and the by-laws, including:

(a) propose objectives for the Authority and see to the achieving of those that have been approved;

(b) be responsible for the development of strategic and operational plans and budgets for achieving the set objectives;

(c) direct and oversee the operation of the Authority on a day-to-day basis;

(d) subject to the Act, the Regulations and the by-laws, delegate authority and assign responsibilities within the Authority, but retain accountability for results;

(e) be responsible for the development of the necessary operational policies, systems and practices;

(f) ensure that control, supervision and performance standards and mechanisms are put in place;

(g) report to the Board accurately and in a timely manner on all operational matters essential to effective decision-making and accountability;

(h) ensure the efficient allocation and utilization of resources; and

(i) perform any other duties that the Board may confer on the chief executive officer.

4.19 Establishment of Executive Committee. The Board shall establish an Executive Committee composed of the chairperson, the vice-chairperson and not less than one Director.

4.20 Mandate of Executive Committee. The Executive Committee shall exercise the powers delegated to it by the Board, excluding the powers set forth in subsections 4.17(a) to (e), and shall perform the following functions in particular:

(a) administer the Code of Conduct;

(b) review and make recommendations to the Board regarding the compensation of the Directors, the chief executive officer and other Officers; and

(c) advise the Board or a committee of the Board of all corporate governance issues which the Executive Committee determines ought to be considered by the Board or a committee of the Board.

4.21 Process for Appointment of Directors. The chief executive officer shall coordinate the process for the appointment of Directors as follows:

(a) no later than four (4) months prior to the expiry of the term of office of a Director appointed by the Governor in Council under subsection 4.7(a), by the municipalities of Ville de La Baie and Chicoutimi under subsection 4.7(b), by the Province of Québec under subsection 4.7(c) or by the Governor in Council under subsection 4.7(d) of these Letters Patent, notify the appropriate Appointing Body that the term of their appointee on the Board is about to expire and requesting a new or renewed appointment as the Appointing Body considers appropriate;

(b) in the event a Director ceases to hold office as provided in subsections 4.11(a), (b) and (c), forthwith submit to the Appointing Body or the Minister, as applicable, a request for an appointment to fill such vacancy;

(c) upon notification of the expiry of the term of office of the User Director, initiate the consultation process described in section 4.22 so as to compile a list of candidates for the Minister to proceed with the consultation process provided for in paragraph 14(1)(d) of the Act.

4.22 Consultation Process. For consultation purposes as described in paragraph 14(1)(d) of the Act and for the purposes of subsection 4.7(d), the chief executive officer shall:

(a) compile a detailed list of all users according to the Classes of Users identified in Schedule D to these Letters Patent;

(b) serve as secretary of the Nominating Committee and call to a meeting, by means of a notice sent no later than five (5) business days prior to the date of said meeting, the members of the Nominating Committee composed of two (2) representatives for Class A, two (2) representatives for Class B, one (1) representative for Class C and one (1) representative for Class D, as elected by the users identified on the list referred to in the foregoing subsection; the chief executive officer shall not be a member of the Nominating Committee. The quorum for the Nominating Committee shall be four (4) of the six (6) members;

(c) in accordance with the recommendations of the Nominating Committee, submit to the Minister, within ten (10) business days following the meeting, a list of no fewer than two (2) nominees for each appointment for consultation purposes as provided for in paragraph 14(1)(d) of the Act and subsection 4.7(d) of these Letters Patent; and

(d) adopt and apply any other procedures, including the publication of a Public Notice, as the Nominating Committee may consider necessary to solicit candidates.

4.23 Scope of Process. Nothing in the process described in section 4.22 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 the 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 Nominating Committee to ensure an appropriate mix of Board members at all times.

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

(a) that the Authority or 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 4.24(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.

4.25 Business Plan. The Authority shall annually submit to the Minister in respect of itself and each of its Subsidiaries, as applicable, a five-year business 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 of the Authority 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 amount of income tax payable by the Authority and Subsidiaries to Her Majesty and to the Province of Quebec but excluding any income tax payable by Subsidiaries whose revenue for such Fiscal Year is a Permitted Exclusion pursuant to paragraph 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 Subsidiaries in accordance with GAAP. (Revenu)

6.2 Calculation of Gross Revenue Charge. 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 a particular Fiscal Year to the Minister no later than 90 days from the end of such Fiscal Year.

6.4 Disclosure Statement. The Authority shall include with every Gross Revenue Charge payment a Disclosure Statement in the form prescribed from time to time by the Minister 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 to 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 their possession or to which they are entitled to possession that may be required by the Minister in connection with an audit and inspection.

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 and the amount actually paid by the Authority for the 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 due 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, as the case may be, 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 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 SUBSIDIARIES

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 and procedures; issuance and administration of authorizations respecting use, occupancy or operation of the port; and enforcement of Regulations and making of Regulations pursuant to subsection 63(2) of the Act;

(b) creation, imposition, collection, remission or reimbursement or other fixing or contractual 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 of 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 that 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 servitudes, rights of way or licences for utilities, services or access;

(f) hypothecating or otherwise creating any security interest in any Fixture on federal real property described in Schedule B or described as federal real property in any supplementary letters patent provided that:

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

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

(i) construction, operation or maintenance of a heliport or railway:

(j) provision of services or carrying out of activities within the boundaries of 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 the provisions of this section 7.1;

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

(m) producing, coordinating and hosting public events;

(n) in 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 supplementary letters patent, the conduct of any business or activity from or use of such premises for a period of one year only unless supplementary letters patent are issued;

(o) development, operation, maintenance, renovation and demolition of rest areas, public parks, pedestrian and bicycle paths and observation sites within the boundaries of the port;

(p) carrying on activities described in section 7.1 on or concerning 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 solidarily 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 servitudes, rights of way or licences for utilities, services or access;

(f) developing, leasing, or granting or obtaining any personal rights in respect of real property other than federal real property for, or in connection with, the activities described in this Article 7;

(g) carrying on the 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;

(h) acquisition, disposition, leasing, or granting or obtaining any rights respecting movable property;

(i) in 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 supplementary letters patent, the conduct of any business or activity from or use of such premises;

(j) investing any moneys in its reserves or any moneys that it does not immediately require subject to the provisions of the Act, the Regulations, these Letters Patent and any supplementary letters patent; and

(k) constituting a legal person all of whose shares on constitution would be held by or in sole trust for the Authority, provided that the Authority does not at any time have a Capital Investment in a Subsidiary such that the Authority's cumulative Capital Investment in its Subsidiaries exceeds an amount equal to:

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 the Subsidiary;

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

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

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

(e) securing any such bonds, debentures, other debt securities or any other present or future borrowing or liability of the Subsidiary, by hypothec or other security interest relating to all or any currently owned or subsequently acquired corporeal or incorporeal, moveable and immovable, property of whatsoever kind or nature;

(f) participating as a partner, shareholder or co-venturer in a legal person, partnership, joint venture or other association in connection with the activities contemplated in this section 7.3 and selling or providing as security such participation, interest or investment by hypothec or other security interest;

(g) acquisition, disposition, occupying, holding, developing, leasing, or granting or obtaining any rights in respect of 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 7.3 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) leasing or obtaining any personal rights in respect of real property from the Authority for, or in connection with, the activities described in section 7.3;

(j) acquisition, disposition, holding, leasing, or granting or obtaining any rights in respect of movable property;

(k) in 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 or use of such premises.

(l) providing expertise to third parties for use outside the boundaries of the port in connection with software or know-how developed in carrying out the activities specified in section 7.1(j).

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. 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 forty (40) years where such lease or licence is granted pursuant to paragraph 7.1(c)(i), 7.1(c)(iii)(A), or 7.1(c)(iii)(B) or for a Term in excess of thirty (30) years where such lease or licence is granted pursuant to paragraph 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 ninety-nine (99) years; and

(b) nothing contained in this article shall restrict the ability of the Authority or a Subsidiary to grant in respect of such property a road allowance, servitude, 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 entered into after the effective date of these Letters Patent pursuant to which the lessee or licensee conducts activities described in subparagraphs 7.1(c)(iii)(C) or 7.1(c)(iii)(D) or sections 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 subparagraph 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 and each Subsidiary 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 Limit on Borrowing Power. The Authority shall not incur any item of Borrowing so that the aggregate Borrowing of the Authority would exceed $3 million.

9.3 Calculation of Borrowing Limit. "Borrowing" with respect to the Authority means the following items (adjusted to give effect to the provisions of section 9.4), without duplication:

(a) all obligations of the Authority 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 of the Authority 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 any other obligation, excluding prepaid interest thereon, secured against property owned or being purchased by the Authority (including obligations arising under instalment sales or other title-retention agreements), whether or not such obligation 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 processes for any Significant Legal Proceedings or, if the Authority has been served, the 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 million 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 in 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 these Letters Patent;

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

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

10.2 Constating Documents of Subsidiaries. The Constating Documents of Subsidiaries shall state that the Subsidiary cannot exercise any power as agent of Her Majesty.

10.3 Use of Property and Employees. Prior to a Subsidiary's utilizing the property, services, facilities or employees of the Authority in connection with the Subsidiary's activities or vice versa, the Subsidiary and the 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 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 per cent of the maximum dollar amount of such Permitted Indemnity or Guarantee given by the Authority.

10.5 Prohibition on Financial Assistance. Other than Permitted Guarantees or Indemnities, no suretyship, undertaking to compensate, other such financial assistance 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

SAGUENAY PORT AUTHORITY

DESCRIPTION OF NAVIGABLE WATERS

All the tidal waters of the Saguenay River above an imaginary line drawn across the river between Cap Ouest and the Pelletier River as far as another imaginary line below the Sainte-Anne Bridge seventy metres (70.00 m) distant from and parallel to the centre thereof, the whole as shown on Sheet 1 of 2 of the plan prepared by Jean-Guy Tremblay, Land Surveyor, on 26 May 1998 as number 6163 of his minutes.

SCHEDULE B

SAGUENAY PORT AUTHORITY

DESCRIPTION OF FEDERAL REAL PROPERTY

Lot 19, part: A plot or parcel of land, of trapezoidal shape, known and described as part of original Lot Nineteen (Pt 19) of the official cadastre of the Parish of Saint-Alphonse, Registration Division of Chicoutimi; measuring Four Thousand Three Hundred and Forty-three feet and Fifty-one hundredths (4,343.51') on the northeast, One Thousand One Hundred and Fifty-eight feet and Forty-five hundredths (1,158.45') on the southeast, Three Thousand and Three Hundred feet (3,300') on the southwest and Three Thousand Nine Hundred and Eighty-two feet and Sixty-five hundredths (3,982.65') on the northwest; bounded on the northeast by Lot 18, on the southeast by Lots 203 and 202, on the southwest by the remainder of the said Lot 19 and on the northwest by part of Lot 20 owned by Joseph-Henri Tremblay and another part of Lot 20; containing an area of Eight Million Four Hundred and Eight-two Thousand Eight Hundred and Fourteen square feet (8,482,814 sq ft), British measure, or One Hundred and Ninety-four acres and Seven Hundred and Thirty-eight thousands (194.738 acres).

The whole as shown on a plan prepared by Mr Jean-Marie Lamarre, Land Surveyor, on December 22, 1980, as No 10,725 of his minutes.

Lot 20, part: A plot or parcel of land, of trapezoidal shape, known and described as part of original Lot Twenty (Pt 20) of the official cadastre of the Parish of Saint-Alphonse, Registration Division of Chicoutimi; measuring One Thousand Eight Hundred and Seventy-four feet and Thirty-nine hundredths (1,874.39') on the northeast, Two Thousand Seven Hundred and Twenty-four feet and Forty-eight hundredths (2,744.48') on the southeast, One Thousand Four Hundred and Twenty Four feet and Seven hundredths (1,424.07') on the southwest and Three Thousand Nine Hundred and Sixty-three feet and Twenty-three hundredths (3,963.23') on the northwest; bounded on the northeast by Lot 18, on the southeast by part of Lot 19 owned by Messrs Herman and Antonio Boivin or representatives, on the southeast by part of the said Lot 20, on the northwest by another part of the said Lot 20 owned by Mr Oscar Tremblay; containing an area of Four Million Seven Hundred and Seventy-six Thousand One Hundred and Thirty-four square feet (4,776,134 sq ft), British measure, or One Hundred and Nine acres and Six Hundred and Forty-four thousands (109.644 acres).

The whole as shown on a plan prepared by Mr Jean-Marie Lamarre, Land Surveyor, on December 22, 1980, as No 10,725 of his minutes.

Lot 20, parts: A plot or parcel of land, of irregular shape, known and described as part of original Lot Twenty (Pt 20) of the official cadastre of the Parish of Saint-Alphonse, Registration Division of Chicoutimi; measuring One Thousand One Hundred and Thirty-two feet and Four tenths (1,132.4') and Seventy-five feet (75') on its northeasterly sides, Three Thousand Nine Hundred and Sixty-three feet and Twenty-three hundredths (3,963.23') on the southeast, One Thousand and Eighty-three feet and Ninety-three hundredths (1,083.93') and Seventy-five feet (75') on its southwesterly sides and One Thousand Seven Hundred and Fifty feet (1,750'), One Hundred feet (100') and Two Thousand Eight Hundred and Seventy-seven feet and Ninety-eight hundredths (2,877.98') on its northwesterly sides; bounded on the northeast by Lot 18, part of Lot 20 described below in the second paragraph and the Saguenay River, on the southeast by part of Lot 20 owned by Mr Joseph-Henri Tremblay, on the southwest by part of Lot 20 described in the paragraph below and part of Lot 20 and on the northwest by Lot 21 and part of Lot 20 described below; which plot of land contains an area of Four Million Seven Hundred and Sixty-nine Thousand Two Hundred and Six square feet (4,769,206 sq ft), British measure, or One Hundred and Nine acres and Four Hundred and Eight-five thousands (109.485 acres).

A plot or parcel of land, of rectangular shape, known and described as part of original Lot Twenty (Pt 20) of the official cadastre of the Parish of St-Alphonse, Registration Division of Chicoutimi; measuring One Hundred feet (100') on its southeasterly and northwesterly sides and Seventy-five feet (75') on its southwesterly and northeasterly sides; bounded on the northwest by part of Lot 21 owned by the Federal Government, on the northeast, the southeast and the southwest by part of Lot 20 described in the foregoing paragraph; which plot of land contains an area of Six Thousand Nine Hundred and Twenty-eight square feet (6,928 sq ft), British measure, or One Hundred and Fifty-nine thousands of an acre (0.159 acre). The land now sold consists of the northwesterly half of the northeasterly half of original Lot 20 of the official cadastre of the Parish of St-Alphonse, Registration Division of Chicoutimi.

The whole as shown on a plan prepared by Mr Jean-Marie Lamarre, Land Surveyor, on December 22, 1980, as No 10,725 of his minutes.

Lots 21 and 22, parts: A plot or parcel of land, of irregular shape, known and described in the official cadastre of the Parish of Saint-Alphonse, Registration Division of Chicoutimi, as:

Original Lot Twenty-one (21) of the said cadastre, containing an area of Four Million One Hundred and Seventy-five Thousand Seven Hundred and Seventy-one square feet (4,175,771 sq ft), British measure, or Ninety-five acres and Eight Hundred and Sixty-three thousands (95.863 acres).

Original Lot Twenty-two (22) of the said cadastre, containing an area of Four Million Thirty-eight Thousand and Twelve square feet (4,038,012 sq ft), British measure, or Ninety-two acres and Seven tenths (92.7 acres).

The land described in the above paragraphs contains an aggregate area of Eight Million Two Hundred and Thirteen Thousand Seven Hundred and Eighty-three square feet (8,213,783 sq ft), British measure, or One Hundred and Eighty-eight acres and Five Hundred and Sixty-three thousands (188.563 acres).

The whole as shown on a plan prepared by Mr Jean-Marie Lamarre, Land Surveyor, on December 22, 1980, as No 10,725 of his minutes.

Lot 23, part: A parcel of land, of irregular shape, known and described as:

Part of original Lot Twenty-three (Pt 23) of the official cadastre of the Parish of Saint-Alphonse, within the limits of the municipality of Ville de la Baie, Registration Division of Chicoutimi; bounded on the north and the south by parts of Lot 23 owned by Dame Ginette Généreux and Mr Jacques Simard, on the southeast by Lot 22 owned by the National Harbours Board and on the northwest by Lot 24; measuring Sixty-three metres and Sixty-eight hundredths (63.68 m) and Two Hundred and Ten metres and Forty hundredths (210.40 m) along a curve having a radius of Four Hundred and Eighty metres (480.0 m) on the northerly boundary, One Hundred and Nineteen metres and Sixty-six hundredths (119.66 m) on the southeasterly boundary, One Hundred and Sixty-six metres and Twenty hundredths (166.20) along a curve having a radius of Five Hundred and Seventy-one metres and Forty-four hundredths (571.44 m), Eight-nine metres and Seventy-nine hundredths (89.79 m) and Six metres and Twenty hundredths (6.20 m) along a curve having a radius of Two Thousand Four Hundred and Twenty-eight metres and Fifty-six hundredths (2,428.56 m) on the southerly boundary and Ninety-six metres and Ninety-nine hundredths (96.99 m) on the northwesterly boundary; which parcel of land contains an aggregate area of Twenty-four Thousand Four Hundred and Forty-five square metres and Threes tenths (24,445.3 sq m).

The whole as shown on a plan prepared by Mr Jeannot Thomas, Land Surveyor, on November 8, 1982, as No 3721 of his minutes.

Lot 23, part: A plot of land, of irregular shape, known and described as part of original Lot Twenty-three (Pt 23) of the official cadastre of the Parish of Saint-Alphonse, within the limits of the municipality of Ville de la Baie, Registration Division of Chicoutimi; bounded on the north by part of original Lot Twenty-three (Pt 23), being Grande-Anse Road, on the southeast by part of original Lot Twenty-two (Pt 22) owned by the Federal Government, on the southwest by part of original Lot Twenty-three (Pt 23) owned by Mrs Ginette Généreux and Mr Jacques Simard and on the northwest by part of original Lot Twenty-four (Pt 24); measuring Six metres and Twenty hundredths (6.20 m) along a curve having a radius of Two Thousand Four Hundred and Twenty-eight metres and Fifty-six hundredths (2,428.56 m), Eighty-nine metres and Seventy-nine hundredths (89.79 m) and One Hundred and Sixty-six metres and Twenty hundredths (166.20 m) along a curve having a radius of Five Hundred and Seventy-one metres and Forty-four hundredths (571.44 m) on its northerly boundaries, One Hundred and Fifteen metres and Fifty hundredths (115.50 m) on its southeasterly boundary, Two Hundred and Forty-three metres and Seventy hundredths (243.70 m) on its southwesterly boundary and Sixty-two metres and Ninety-seven hundredths (62.97 m) on its northwesterly boundary; containing an area of Nineteen Thousand Three Hundred and Thirty-two square metres and Nine tenths (19,332.9 sq m).

Lot 24, part: A plot of land, of irregular shape, known and described as part of original Lot Twenty-four (Pt 24) of the official cadastre of the Parish of Saint-Alphonse, within the limits of the municipality of Ville de la Baie, Registration Division of Chicoutimi; bounded on the north by part of original Lot Twenty-four (Pt 24), being Grande-Anse Road, on the southeast by part of original Lot Twenty-three (Pt 23), on the south and the northwest by remaining parts of original Lot Twenty-four (Pts 24) owned by Mr Gérard Guay; measuring One Hundred and Seventy-four metres and Eleven hundredths (174.11 m) along a curve having a radius of Two Thousand Four Hundred and Twenty-eight metres and Fifty-six hundredths (2,428.56 m) on its northerly boundary, Sixty-two metres and Ninety-seven hundredths (62.97 m) on its southeasterly boundary, One Hundred and Sixty-six metres and Thirty-four hundredths (166.34 m) on its southerly boundary and Thirty-seven metres and Forty-one hundredths (37.41 m) on its northwesterly boundary; containing an area of Eight Thousand and Three Hundred square metres and Four tenths (8,300.4 sq m).

The northwesterly corner of the land so described is situated One Hundred and Two metres (102.00 m) along a curve having a radius of Two Thousand Four Hundred and Twenty-eight metres and Fifty-six hundredths (2,428.56 m) from the dividing line between Lots Twenty-four (24) and Twenty-five (25) measured along the southerly allowance of Grande-Anse Road.

Lots 24, 25, 26, parts: A parcel of land, of irregular shape, known and described as:

Part of original Lot Twenty-four (Pt 24) of the official cadastre of the Parish of St-Alphonse, within in the limits of the municipality of Ville de la Baie, Registration Division of Chicoutimi, bounded on the north and the south by parts of Lot 24 owned by Paul Nadeau or representatives, on the southeast by Lot 23 and on the northwest by the part of Lot 25 described below.

Part of original Lot Twenty-five (Pt 25) of the said cadastre, bounded on the north and the south by parts of Lot 25, on the southeast by the part of Lot 24 described above and on the northwest by the part of Lot 26 described below.

Part of original Lot Twenty-six (Pt 26) of the said cadastre, bounded on the north and the south by parts of Lot 26, on the southeast by part of Lot 25 described above and on the northwest by Lot 27.

The whole as described above measures Fifty-six metres and Fifty-two hundredths (56.52 m), Three Hundred and Thirty-four metres and Two hundredths (334.02 m) along a curve having a radius of Two Thousand Five Hundred and Twenty metres (2,520.0 m) and Twenty-six metres and Eleven hundredths (26.11 m) on the northerly boundary, Ninety-six metres and Ninety-nine hundredths (96.99 m) on the southeasterly boundary, Three Hundred and Fifteen metres and Seventy hundredths (315.70 m) along a curve having a radius of Two Thousand Four Hundred and Twenty-eight metres and Fifty-six hundredths (2,428.56 m) and One Hundred and Three metres and Twenty-two hundredths (103.22 m) on the southerly boundary and One Hundred and Two metres and Sixty-eight hundredths (102.68 m) on the northwesterly boundary; having an area of Thirty-eight Thousand Two Hundred and Two square metres (38,202.0 sq m).

The southwesterly corner of the land is situated Four Hundred and Seventy-three metres and Six Hundred and Fifty-one thousands (473.651) northeast of the southwesterly corner of Lot 26, and the southeasterly corner of the plot is situated Six Hundred and Forty-five metres and Five Hundred and Forty-two thousands (645.542 m) northeast of the southeasterly corner of Lot 24.

The whole as shown on a plan prepared by Mr Jeannot Thomas, Land Surveyor, on November 8, 1982, as No 3722 of his minutes.

Lots 27, 28, 29, parts: A parcel of land, of irregular shape, known and described as:

Part of original Lot Twenty-seven (Pt 27) of the official cadastre of the Parish of Saint-Alphonse, within the limits of the municipality of Ville de la Baie, Registration Division of Chicoutimi, bounded on the north and the south by parts of Lot 27 owned by Mr Fernand Boivin, on the southeast by Lot 26 and on the northwest by the part of Lot 28 described below.

Part of original Lot Twenty-eight (Pt 28) of the said cadastre, bounded on the north and the south by parts of Lot 28, on the southeast by the part of Lot 27 described above and on the northwest by the part of Lot 29 described below.

Part of original Lot Twenty-nine (Pt 29) of the said cadastre, bounded on the north and the south by parts of Lot 29, on the southeast by the part of Lot 28 described above and on the northwest by Lot 30. The whole as described above measures One Hundred and Eight-six metres and Six hundredths (186.06 m) along a curve having a radius of Two Thousand Four Hundred and Eighty metres (2,480.0 m) and Two Hundred and Seventy-one metres and Sixty-three hundredths (271.63 m) on the northerly boundary, One Hundred and Two metres and Sixty-eight hundredths (102.68 m) on the southeasterly boundary, Two Hundred and Twenty-four metres and Ninety-three hundredths (224.93 m) and Two Hundred and Thirty-one metres and Sixteen hundredths (231.16 m) along a curve having a radius of Two Thousand Five Hundred and Seventy-one metres and Forty-four hundredths (2,571.44 m) on the southerly boundary and Ninety-eight metres and Eighty-five hundredths (98.85 m) on the northwesterly boundary. The land so described contains an aggregate area of Forty-one Thousand Seven Hundred and Seventy-nine square metres and Eight tenths (41,779.8 sq m).

Lots 30, 31, 32, 33, parts: A parcel of land, of irregular shape, known and described as:

Part of original Lot Thirty (Pt 30) of the official cadastre of the Parish of St-Alphonse, within the limits of the municipality of Ville de la Baie, Registration Division of Chicoutimi, bounded on the northeast and the southwest by parts of Lot 30 owned by Marcel Maltais or representatives, on the southeast by Lot 29 and on the northwest by the part of Lot 31 described below.

Part of original Lot Thirty-one (Pt 31) of the said cadastre, bounded on the northeast and the southwest by parts of Lot 31, on the southeast by the part of Lot 30 described above and on the northwest by the part of Lot 32 described below.

Part of original Lot Thirty-two (Pt 32) of the said cadastre, bounded on the northeast and the southwest by parts of Lot 32, on the southeast by the part of Lot 31 described above and on the northwest by the part of Lot 33 described below.

Part of original Lot Thirty-three (Pt 33) of the said cadastre, bounded on the northeast and the southwest by parts of Lot 33, on the southeast by the part of Lot 32 described above and on the northwest by Lot 34. The whole as described above measures Sixty-nine metres and One hundredth (69.01 m) along a curve having a radius of One Thousand two Hundred and Thirty metres (1,230.0 m), Four Hundred and Forty-six metres and Sixty-six hundredths (446.66 m) and Two Hundred and Twenty-six metres and Twelve hundredths (226.12 m) along a curve having a radius of Two Thousand Four Hundred and Eighty metres (2,480.0 m) on the northeasterly boundary, Ninety-eight metres and Eighty-five hundredths (98.85 m) on the southeasterly boundary, One Hundred and Ninety-six metres and Twenty-three hundredths (196.23 m) along a curve having a radius of Two Thousand Five Hundred and Seventy-one metres and Forty-four hundredths (2,571.44 m), Four Hundred and Forty-six metres and Sixty-six hundredths (446.66 m) and Ninety-seven metres and Forty-two hundredths (97.42 m) along a curve having a radius of One Thousand Three Hundred and Twenty-one metres and Forty-four hundredths (1,321.44 m) on the southwesterly boundary and Ninety-four metres and Sixteen hundredths (94.16 m) on the northwesterly boundary; containing an area of Sixty-seven Thousand Seven Hundred and Sixty-one square metres and Three tenths (67,761.3 sq m).

The whole as shown on a plan prepared by Mr Jeannot Thomas, Land Surveyor, on November 8, 1982, as No 3724 of his minutes.

Lots 34, 35, 36, 37, parts: A parcel of land, of irregular shape, known and described as:

Part of original Lot Thirty-four (Pt 34) of the official cadastre of the Parish of St-Alphonse, within the limits of the municipality of Ville de la Baie, Registration Division of Chicoutimi, bounded on the northeast and southwest by parts of Lot 34 owned by Jean-Paul and Denis Tremblay or representatives, on the southeast by Lot 33 and on the northwest by the part of Lot 35 described below.

Part of original Lot Thirty-five (Pt 35) of the said cadastre, bounded on the northeast and the southwest by parts of Lot 35, on the southeast by the part of Lot 34 described above and on the northwest by the part of Lot 36 described below.

Part of original Lot Thirty-six (Pt 36) of the said cadastre, bounded on the northeast and the southwest by parts of Lot 36, on the southeast by the part of Lot 35 and the northwest by the part of Lot 37 described below.

Part of original Lot Thirty-seven (Pt 37) of the said cadastre, bounded on the northeast and the southwest by parts of Lot 37, on the southeast by the part of Lot 36 described above and on the northwest by Lot 38.

The whole as described above measures Forty-eight metres and Fifty-six hundredths (48.56 m) and Four Hundred and Thirty-two metres and Eighty-six hundredths (432.86 m) along a curve having a radius of One thousand Two Hundred and Thirty metres (1,230.0 m) on the northeasterly boundary, Ninety-four metres and Sixteen hundredths (94.16 m) on the southeasterly boundary, Four Hundred and Forty-one metres and Seventy-six hundredths (441.76 m) along a curve having a radius of One Thousand Three Hundred and Twenty-one metres and Forty-four hundredths (1,321.44 m) and Thirty-nine metres and Twenty hundredths (39.20 m) on the southwesterly boundary and Ninety-one metres and Ninety-two hundredths (91.92 m) on the northwesterly boundary; containing an area of Forty-three Thousand Nine Hundred and Ninety-nine square metres (43,999.0 sq m).

The southeasterly corner of this land is situated Twenty-four metres and Thirty-six hundredths (24.36 m) northeast of the southwesterly corner of Lot 37, and the southeasterly corner of this land is situated Forty-eight metres and Ninety-seven hundredths (48.97 m) northeast of the southeasterly corner of Lot 34.

The whole as shown on a plan prepared by Mr Jeannot Thomas, Land Surveyor, on November 8, 1982, as No 3725 of his minutes.

Lots 38, 39, parts: A parcel of land, of irregular shape, known and described as:

Part of original Lot Thirty-eight (Pt 38) of the official cadastre of the Parish of St-Alphonse, within the limits of the municipality of Ville de la Baie, Registration Division of Chicoutimi, bounded on the northeast and the southwest by parts of Lot 38 owned by Oscar Tremblay or representatives, on the southeast by Lot 37 and on the northwest by the part of Lot 39 described below.

Part of original Lot Thirty-nine (Pt 39) of the said cadastre, bounded on the northeast and the southwest by parts of Lot 39, on the west by another part of Lot 39 owned by Marcel Maltais or representatives and on the northwest by Lot 40.

The whole as described above measures One Hundred and Eight-four metres and Two hundredths (184.02 m) on the northeasterly boundary, Ninety-one metres and Ninety-two hundredths (91.92 m) on the southeasterly boundary, One Hundred and Seventy-three metres and Seventy-one hundredths (173.71 m) on the southwesterly boundary, Twenty metres and Eighty-three hundredths (20.83 m) on the westerly boundary and Seventy-four metres and Eighty-four hundredths (74.84 m) on the northwesterly boundary; containing an area of Sixteen Thousand Seven Hundred and Thirty-nine square metres and Three tenths (16,730.3 sq m).

The westerly corner of this land is situated Sixty metres and Nineteen hundredths (60.19 m) northeast of the southwesterly corner of Lot 30, and the southeasterly corner of this land is situated Twenty-four metres and Thirty-six hundredths (24.36 m) northeast of the southeasterly corner of Lot 38.

The whole as shown on a plan prepared by Mr Jeannot Thomas, Land Surveyor, on November 8, 1982, as No 3726 of his minutes.

Lot 39, part: A parcel of land, of triangular shape, known and described as:

Part of original Lot Thirty-nine (Pt 39) of the official cadastre of the Parish of St-Alphonse, within the limits of the municipality of Ville de la Baie, Registration Division of Chicoutimi, bounded on the east by part of the lot owned by Oscar Tremblay or representatives, on the southwest by part of Lot 30 owned by Marcel Maltais or representatives and on the northwest by Lot 40; measuring Twenty metres and Eighty-three hundredths (20.83 m) on the easterly boundary, Ten metres and Thirty-one hundredths (10.31 m) on the southwesterly boundary and Seventeen metres and Eight hundredths (17.08 m) on the northwesterly boundary; containing an area of Eighty-seven square metres and Six tenths (87.6 sq m).

The southwesterly corner of this land is situated Forty-eight metres and Ninety-seven hundredths (48.97 m) northeast of the southwesterly corner of Lot 33, and the southeasterly corner of this land is situated Two Hundred and Seventy-two metres and Three tenths (272.3 m) northeast of the southeasterly corner of Lot 30.

The whole as shown on a plan prepared by Mr Jeannot Thomas, Land Surveyor, on November 8, 1982, as No 3727 of his minutes.

Lots 40, 41, parts: A parcel of land known and described as:

(1) A plot of land, of irregular shape, known and described as part of original Lot Forty (Pt 40) of the official cadastre of the Parish of Saint-Alphonse, within the limits of the municipality of Ville de La Baie, Registration Division of Chicoutimi; bounded on the northeast by part of original Lot 40 owned by Mr Joseph-Henri Tremblay or representatives, on the southeast by part of original Lot 39 owned by the Canada Ports Corporations, on the southwest by part of original Lot 40 owned by Mr Joseph-Henri Tremblay or representatives and on the northwest by part of original Lot 41 described below in paragraph (2) and part of original Lot 40 owned by the Ministère des Transports du Québec; measuring One Hundred and Twenty-seven metres and Forty-six hundreds (127.46 m) on it northeasterly boundary, Ninety-one metres and Ninety-three hundredths (91.93 m) on its southeasterly boundary, One Hundred and Thirty-five metres and Fifty hundredths (135.50 m) on its southwesterly boundary and Fifty-nine metres and Seventy-six hundredths (59.76 m) and Thirty-two metres and Thirty-five hundredths (32.35 m) on its northwesterly boundary; containing an area of One hectare and Two Hundred and Twenty-six thousands (1.226 ha).

The southwesterly corner of the land so described is situated Fifty-six metres and Ninety-one hundredths (56.91 m) from the southwesterly corner of Lot 40, measured along the dividing line between Lots 40 and 41.

(2) A plot of land, of irregular shape, known and described as part of original Lot Forty-one (Pt 41) of the aforesaid cadastre; bounded on the north by part of original Lot 41 owned by the Ministère des Transports du Québec (L'Anse-à-Benjamin Road), on the southeast by part of original Lot 40 described above in paragraph (1), on the southwest by part of original Lot 41 owned by Mr Joseph-Henri Tremblay or representatives and on the northwest by part of original Lot 41 owned by the Ministère des Transports du Québec (L'Anse-à-Benjamin Road); measuring Twenty-six metres and Seventy-seven hundredths (26,77 m) on its northerly boundary, Fifty-nine metres and Seventy-six hundredths (59.76 m) on its southeasterly boundary, Thirty-eight metres and Ninety-nine hundredths (38,99 m) on its southwesterly boundary and Forty-four metres and Fifty-nine hundredths (44.59 m) on its northwesterly boundary; containing an area of One Thousand Five Hundred and Sixteen square metres (1,516.0 sq m).

The southeasterly corner of the land so described is situated Fifty-six metres and Ninety-one hundredths (56.91 m) from the southeasterly corner of Lot 41, measured along the dividing line between Lots 40 and 41.

The whole as shown on a plan prepared by Mr Jean-Guy Tremblay, Land Surveyor, on March 16, 1999, as No 6520 of his minutes.

Lot 15, part: A plot of land, of trapezoidal shape, known and described as part of original Lot Fifteen (Pt 15), Range 4 northeast Sydenham Road, of the official cadastre of the Parish of Chicoutimi, within in the limits of the municipality of the City of Chicoutimi, Registration Division of Chicoutimi; bounded on the northeast by Lot 4-1 (Saguenay River), on the southeast by part of original Lot 15 owned by the British American Oil Company or representatives, on the south by the Saint-Martin Range Road and on the northwest by another part of original Lot 15; measuring Nine metres and Seventy-five hundredths (9.75 m) on its northeasterly boundary, Four Hundred and Nine metres and Twenty-six hundredths (409.26 m) on its southeasterly boundary, Nine metres and Fifty-seven hundredths (9.57 m) on its southerly boundary and Four Hundred and Fifteen metres and Forty-four hundredths (415.44 m) on its northwesterly boundary; containing an area of Three Thousand Seven Hundred and Seventy square metres and Five tenths (3,770.5 sq m).

The southwesterly corner of the land so described is situated Four metres and Seventy-nine hundredths (4.79 m) from the intersection of the dividing line between Lots 15 and 16A with the north allowance of the Saint-Martin Range Road. The whole as shown on an plan prepared by Mr Jean-Guy Tremblay, Land Surveyor, on March 30, 1999, as No 6544 of his minutes.

Lot 15-1: A plot of land, of square shape, known and described as Subdivision One of original Lot Fifteen (Lot 15-1), Range 4 northeast Sydenham Road, of the official cadastre of the Parish of Chicoutimi, within the limits of the municipality of the City of Chicoutimi, Registration Division of Chicoutimi; bounded on the northeast by part of original Lot 15, on the southeast by original Lot 14C and on the southwest and northwest by the remainder of original Lot 15; measuring Fifteen metres and Twenty-four hundredths (15.24 m) on its northeasterly, southeasterly, southwesterly and northwesterly boundaries; containing an area of Two Hundred and Thirty-two square metres and Three tenths (232.3 sq m).

The southeasterly corner of the land so described is situated One Hundred and Thirty metres and Ninety-seven hundredths (130.97 m) from the intersection of the dividing line between Lots 14B and 15 with the north allowance of the Saint-Martin Range Road. The whole as shown on a plan prepared by Mr Jean-Guy Tremblay, Land Surveyor, on March 30, 1999, as No 6543 of his minutes.

Block 4: That part of the bed of the Saguenay River known and described in the original survey as Lot One (1) of Block Ten (10) of the Saguenay River (Lot 4-1 of Block 4 of the cadastre of the Parish of Chicoutimi); containing an area of Four Hundred and Forty Thousand Seven Hundred and Sixty-eight square feet (440,768 sq ft).

Block 8: Block Eight (8) of the cadastre of the Parish of St-Alphonse, Registration Division of Chicoutimi, containing an area of Fifty-three Thousand Five Hundred and Seventy-nine square metres and One tenth (53,579.1 sq m), as shown on act of transfer No 577823 at the office of the Registration Division of Chicoutimi giving an area of Fifty-three Thousand Eight Hundred and Seventy-nine square metres and One tenth (53,879.1 sq m) according to the plan of Mr Jeannot Thomas, Land Surveyor, dated June 17, 1987, as No 72030 of his minutes.

In addition to the immovables described above, any real rights in so far as such real rights, whether published or unpublished, are consistent with the Federal Real Property Act and are to the benefit or advantage of the abovedescribed immovables.

SCHEDULE C

SAGUENAY PORT AUTHORITY

DESCRIPTION OF OTHER REAL PROPERTY

(Intentionally deleted)

SCHEDULE D

SAGUENAY PORT AUTHORITY

CLASSES OF USERS

Class A: Users having a lease worth more than $50,000 a year with the Saguenay Port Authority.

Class B: Shippers generating for the Saguenay Port Authority annual revenue (directly or indirectly) of more than $50,000, including harbour dues, berthage, wharfage and rent.

Class C: Shippers generating for the Saguenay Port Authority annual revenue (directly or indirectly) of less than $50,000, including harbour dues, berthage, wharfage and rent.

Class D: All other users.

SCHEDULE E

SAGUENAY PORT AUTHORITY

CODE OF CONDUCT

ARTICLE 1

OBJECTS AND INTERPRETATION

1.1 Object of Code. The object of this Code is to 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 official duties and arrange their private affairs in such a manner 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 by 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 other rules.

1.6 Acknowledgement by Directors and Officers. Each Director and Officer shall acknowledge in writing to the Executive 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 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 Executive 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 Executive 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 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 conflict with or to give rise to the appearance of a conflict with the duties and responsibilities of the Director or Officer 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 an appearance of 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 or could be in competition with the present or potential interests of the Authority;

(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 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 Executive 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 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 held or 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 Executive 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 Executive Committee by a Director or Officer providing reasonable particulars of the interest, asset, activity or position giving rise to a 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 Executive 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 Executive 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 Executive Committee or the 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 liability insurance of the Director or Officer or the Directors or Officers.

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 thereof 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 are likely 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 or 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 Executive Committee setting out the nature and extent of the conflict arising as a result of the transactions together with such other information as shall reasonably be requested by the Executive 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 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 Executive Committee. Where a disclosure is made to the Executive Committee by a Director or Officer pursuant to Article 3 of this Code or facts are brought to the attention of the Executive Committee which indicate a conflict or appearance of conflict or failure to comply with this Code by a Director or Officer, the Executive Committee shall forthwith 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 Executive Committee. Upon determining that a conflict exists and/or that a Director or Officer has failed to comply with this Code, the Executive 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:

(a) a recommendation that the conflict will be satisfactorily addressed:

(b) in the case of a Director, whether a recommendation should be made to the Director that the Director should resign; and

(c) in the case of an Officer, the sanctions, if any, which the Executive Committee recommends be imposed against the Officer.

4.5 Determination by Board. Upon receiving a recommendation of the Executive Committee provided pursuant to section 4.4, the Board shall forthwith consider the recommendations of the Executive Committee and make a final determination as to:

(a) whether the Director or Officer is in a conflict within the meaning of Article 2 of 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 Executive 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's 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 that proposed the appointment of such Director to the Board with 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 Executive Committee. Notwithstanding the foregoing, Gifts may be accepted or offered provided that:

(a) the Gift is not in the form of cash or cash equivalent;

(b) the Gift is neither in such form nor of sufficient value 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 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 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 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 made available to the public without the prior written consent of the Executive 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 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 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 Executive Committee in writing.

ARTICLE 8

RECORDS AND PRIVACY

8.1 Confidentiality Obligation. Information concerning the private interests or activities or proposed interests or activities of a Director or Officer provided to the Executive Committee in connection with the disclosure obligations of this Code or otherwise obtained by the Executive Committee shall be placed in separate personal files and kept in secure safekeeping.

8.2 Privacy. Subject to disclosure of personal information in accordance with law (including disclosure under the Access to Information Act (Canada) and the Privacy Act (Canada)), in addition to the confidentiality obligations set forth in section 8.1, the Executive Committee shall make all efforts to ensure that the privacy of the Director or Officer disclosing personal information to the Board is respected.

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