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

SAINT JOHN PORT AUTHORITY

BY THE MINISTER OF TRANSPORT:

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

AND WHEREAS the Canada Marine Act received Royal Assent on the 11th day of June, 1998 and comes into force with respect to the Saint John 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 Saint John Port Authority is automatically continued under the Act as follows:

ARTICLE 1

EFFECTIVE DATE, DEFINITIONS AND INTERPRETATION

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Nominating Committee" means the committee described in sections 4.18 and 4.19; (Comité de mise en candidature)

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

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

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

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

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

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

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

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

ARTICLE 2

DESCRIPTION OF AUTHORITY

2.1 Name of Authority. The corporate name of the Authority is the Saint John Port Authority.

2.2 Registered Office of Authority. The registered office of the Authority is located at 133 Prince William Street, Saint John, New Brunswick E2L 2B5.

ARTICLE 3

DESCRIPTIONS OF NAVIGABLE WATERS AND PROPERTY

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

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

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

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

ARTICLE 4

DIRECTORS AND DIRECTORS' MEETINGS

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

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

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

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

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

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

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

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

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

(h) an undischarged bankrupt.

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

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

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

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

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

(b) the City of Saint John appoints one individual;

(c) the province of New Brunswick appoints one individual, and

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

4.7 Terms of Directors. The term of each director shall be three (3) years; provided, however, that:

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

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

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

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

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

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

(a) the director dies or resigns;

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

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

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

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

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

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

4.13 Chairperson and Vice-Chairperson of the Board. The Board shall elect a chairperson from among their number. The Board may elect a vice-chairperson from among their number who shall act in the absence of the chairperson.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

4.18 Nomination Process for User Directors. The classes of users established for the purpose of providing nominations for directors are listed in Schedule D. A permanent Nominating Committee shall be formed by having each class of users specified in the Letters Patent Schedule D (Classes of Users) of the Authority appointing one person from that class of users to sit on the Nominating Committee. The Nominating Committee shall be comprised of four members, one from each class of user. The chief executive officer of the Authority is not a member of the Nominating Committee, however, the chief executive officer or such other person who may be designated by the Board in the absence of the chief executive officer will provide administrative support to the Nominating Committee and the nomination process. The initial members of the Nominating Committee will be comprised of the five members of the Port Advisory Committee who were not directors of the Saint John Port Corporation immediately before these Letters Patent took effect. If there is a vacant User Director position (or an anticipated vacancy) for a particular Class (for any reason), the chief executive officer of the Authority shall coordinate the development of a full candidate list (and, if necessary, a short candidate list) by administering and facilitating the following process in a timely manner so as to ensure that the length of any User Director vacancy is minimized:

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

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

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

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

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

(f) adopt and follow such other procedures, including advertising by public notice, as the Nominating Committee, in its discretion, deems appropriate to solicit candidate names.

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

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

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

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

4.21 Business Plan. The Authority shall annually submit to the Minister in respect of itself and each of its Subsidiaries, a five year 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 is set out in Schedule E hereto.

ARTICLE 6

GROSS REVENUE CHARGE

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

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

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

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

(d) "Permitted Exclusions " means:

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

6.2 Calculation of Gross Revenue 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 each Fiscal Year to the Minister no later than 90 days from the end of each Fiscal Year.

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

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

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

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

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

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

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

ARTICLE 7

ACTIVITIES AND POWERS OF THE AUTHORITY AND 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 or procedures and issuance and administration of authorizations respecting use, occupancy or operation of the port and enforcement of Regulations or making of Regulations pursuant to section 63(2) of the Act;

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

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

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

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

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

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

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

(i) operation or maintenance of a seaport, marina, or railway:

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

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

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

(m) producing, co-ordinating, sponsoring and hosting of public or civic events;

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

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

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

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

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

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

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

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

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

(f) renting equipment;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(l) operation of dry dock facilities;

(m) operation of an industrial park for activities compatible with port operations and the land-use plan for the port.

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

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

(p) providing towing services; and

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

7.4 Powers of the Authority and Subsidiaries. The Authority has the power to carry out the activities specified in sections 7.1 and 7.2. 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 60 years where such lease or licence is granted pursuant to sections 7.1(c)(i), 7.1(c)(iii)(A) or 7.1(c)(iii)(B) or for a term in excess of 40 years where such lease or licence is granted pursuant to sections 7.1(c)(ii), 7.1(c)(iii)(C) or 7.1(c)(iii)(D) provided however that:

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

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

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

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

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

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

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

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

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

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

(d) exceptions to tendering requirements:

ARTICLE 9

BORROWING

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

9.2 Restriction on Incurrence of Borrowing. The Authority shall not incur any item of Borrowing so that the aggregate Borrowing of the Authority would exceed $15,000,000.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE 10

SUBSIDIARIES

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

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

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

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

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

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

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

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

ARTICLE 11

FEDERAL OBLIGATIONS

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

(a) Agreement on Internal Trade;

(b) North American Free Trade Agreement;

(c) Canada-Chile Free Trade Agreement;

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

(e) Port State Control Agreements;

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

11.2 Federal Identity. The Authority shall:

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

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

(c) apply the "Canada" wordmark prominently on all its 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

SAINT JOHN PORT AUTHORITY

DESCRIPTION OF NAVIGABLE WATERS

Territorial Description of Boundary of the Saint John Harbour situate in part in the City of Saint John and in part in the County of Saint John.

Beginning at a point in the Saint John River at Greenhead. Said point of beginning having (NAD83) Geographic coordinates of latitude forty five degrees (45°) seventeen minutes (17') four seconds (04'') N, longitude sixty six degrees (66°) seven minutes (07') six seconds (06'').

Thence on an astronomic azimuth (NAD83) of forty five degrees (45°) zero minutes (00') zero seconds (00'') to the Ordinary High Water Mark on the eastern side of the St. John River.

Thence following the various courses of the Ordinary High Water Mark as may exist from time to time along St. John River, Courtenay Bay, south side of Courtenay Bay causeway, Red Head and Mispec to a point situate at Cape Spencer at the intersection with a line drawn on an azimuth of zero degrees (00°) zero minutes (00') zero seconds (00'') through a point in the Bay of Fundy having coordinate of latitude forty five degrees (45°) eight minutes (08') six seconds (06'') N, longitude sixty five degrees (65°) fifty four minutes (54') thirty five seconds (35'')W.

Thence on an azimuth of one hundred and eighty degrees (180°) zero minutes (00') zero seconds (00''), to the aforementioned point in the Bay of Fundy having a coordinate of latitude forty five degrees (45°) eight minutes (08') six seconds (06'')N, longitude sixty five degrees (65°) fifty four minutes (54') thirty five seconds (35'')W.

Thence on an azimuth of two hundred and seventy degrees (270°) zero minutes (00') zero seconds (00''), to the Ordinary High Water Mark east of little Musquash Cove.

Thence following the various courses of the Ordinary High Water Mark as may exist from time to time in a northerly direction along the Bay of Fundy and the westerly side of Musquash River to a point at the intersection with a line drawn on an azimuth of two hundred and twenty five degrees (225°) zero minutes (00') zero seconds (00'') through a point having a coordinates of latitude sixty six degrees (66°) fifteen minutes (15') thirty three seconds (33'')N, longitude forty five degrees (45°) eleven minutes (11') fourteen seconds (14")W.

Thence on an azimuth of forty five degrees (45°) zero minutes (00') zero seconds (00') to the Ordinary High Water Mark on the eastern side of Musquash River west of Five Fathom Hole Wharf.

Thence following the various courses of the Ordinary High Water Mark as may exist from time to time along the eastern side of Musquash River, westerly side of Bay of Fundy and St. John River to a point at the intersection with a line drawn on an azimuth of two hundred and twenty five degrees (225°) zero minutes (00') zero seconds (00'') from the point of beginning.

Thence on an azimuth of forty five degrees (45°) zero minutes (00') zero seconds (00'') to the point of beginning.

Excluding all tidal tributaries of the above described Harbour including but not restricted to Lorneville Creek, Mill Creek, Stoney Creek, Manawagonish Creek, Little River. It is also intended to run along the face of wharfs and other improvements above Ordinary High Water Mark as they may exist from time to time.

SCHEDULE B

SAINT JOHN PORT AUTHORITY

DESCRIPTIONS OF FEDERAL REAL PROPERTY

PARCEL 1

All that certain lot, piece or parcel or land, or land covered with water, situate lying and being in the City of Saint John, County of Saint John, Province of New Brunswick being more particularly described as follows:

Beginning at a point in the Saint John River on the northwestward prolongation of the northeast side of a street known as City Line. Said point having N.B. Grid coordinate values (ATS77) of east 332 739.558 metres and north 662 170.000 metres.

Thence on a New Brunswick grid azimuth of three hundred and three degrees (303°) fifty five minutes (55') thirty seconds (30") to a point on the Ordinary Low Water Mark (l927) on the north side of the Saint John River.

Thence downstream in an eastward direction along the various courses of the aforementioned Ordinary Low Water Mark (1927) subject to natural erosions and accretion thereof to a point on the eastern side of the former Thompson's Slip. Said point also being on the western side of those lands conveyed from the Saint John Harbour Bridge Authority to Her Majesty the Queen in the Right of the Province of New Brunswick as described by document #224396, book 624 at page 1021 in the Saint John County Registry Office.

Thence on a New Brunswick grid azimuth of one hundred and seventy eight degrees (178°) fifty minutes (50') fifty seconds (50") along the said western side of the Province of New Brunswick property to the southwest corner thereof. Said point having New Brunswick grid coordinate values of (ATS 77) east 333 476.309 metres and north 663 599.715 metres.

Thence on an azimuth of ninety two degrees (92°) twenty six minutes (26') forty five seconds (45") along the southern boundary of the aforementioned Province of New Brunswick property ninety six and thirty two hundredths metres (96.32m) to a point.

Thence on an azimuth of fifty four degrees (54°) forty three minutes (43') zero seconds (00") along the aforementioned Southern boundary of The Province of New Brunswick property sixty and ninety six hundredths metres (60.96m) to a point on the southward prolongation of the eastern side of Acadia Street. Said point having coordinate values of east 333 622.759 metres north 663 630.969 metres and being the southwest corner of lands conveyed from The Saint John Harbour Bridge Authority to Saint John Port Corporation as described by document #386174 in book 1644 at Page 383 and being Parcel "Z" as shown on Sheet 4 of 5 Saint John Port Corporation and Saint John Harbour Bridge Authority Subdivision being filed in the Office of the Registrar of Deeds for the County of Saint John on January 27, 1992 as Number 2865.

Thence in a northward direction along the eastern side of the aforementioned Province of New Brunswick property, a distance of one hundred and forty two and ninety five hundredths metres (142.95m±) more or less to the Southern side of the right of way formerly occupied by the Saint John Bridge and Railway Extension Company as shown on File 18 #54 in the Saint John County Registry Office.

Thence in a northeastward direction along the southeastern side of the aforementioned Saint John Bridge and Railway Extension Company right of way following the arc of a curve to the left to a point at the southwestern corner of Parcel "M" as shown on a Subdivision Plan, Saint John Port Corporation and Saint John Harbour Bridge Authority Subdivision, prepared by Murdoch Lingley Limited and filed in the Saint John County Registry Office as #2865. Said point having coordinate value of east 333 722.275 meters and north 663 845.559 metres.

Thence on an azimuth of sixty two degrees (62°) ten minutes (10') ten seconds (10") along the southern side of the aforementioned Parcel "M", a distance of four and ninety three hundredths metres (4.93m) to a point.

Thence on an azimuth of sixty one degrees (61°) thirty two minutes (32') forty seconds (40") continuing along the southern side of the aforementioned Parcel "M", a distance of fifty nine and sixty six hundredths metres (59.66m) to a point having coordinate values of east 333 779.087 metres and north 663 876.287 metres.

Thence on an azimuth of sixty two degrees (62°) seventeen minutes (17') twenty seconds (20") continuing along the southern side of the aforementioned Parcel "M", a distance of sixty eight and forty eight hundredths metres (68.48m) to the southwest corner of Parcel "T" as shown on the aforementioned Plan Number 2865.

Thence on an azimuth of sixty six degrees (66°) fifty six minutes (56') twenty seconds (20") along the southern side of the aforementioned Parcel "T", a distance of eighty nine and twenty one hundredths metres (89.21m) to the northwestern corner of Parcel "W" as shown on the aforementioned Plan #2865. Said point having (ATS77) New Brunswick Grid Co-ordinate Value of East 333 921.795 metres and North 663 943.075 metres.

Thence on a New Brunswick grid azimuth of sixty four degrees (64°) thirty one minutes (31') fifty seconds (50"), a distance of eighteen and eighty hundredths metres (18.80m) to a point.

Thence on an azimuth of sixty seven degrees (67°) nineteen minutes (19') twenty seconds (20"), a distance of forty five and sixteen hundredths metres (45.16m) to a point.

Thence on an azimuth of one hundred and sixty five degrees (165°) forty one minutes (41') fifty seconds (50"), a distance of nine and fifty three hundredths metres (9.53m) to a point.

Thence on an azimuth of one hundred and sixty five degrees (165°) forty one minutes (41') fifty seconds (50"), a distance of forty six and thirty six hundredths metres (46.36m) to a point.

Thence on an azimuth of seventy five degrees (75°) forty one minutes (41') fifty seconds (50"), a distance of twenty six and fifty two hundredths metres more or less (26.52m±) to the western side of Smythe Street.

Thence southward along the western side of Smythe Street, a distance of seventeen metres more or less (17m±) to a point on the southern side of former North Market Slip.

Thence in a westward direction along the southern side of the aforementioned former North Market Slip eighty one and five tenths metres more or less (81.5m±) to a point being the northeast corner of lands conveyed from the City of Saint John to National Harbours Board as described by document #293389 in book 927 at page 418 in the Saint John County Registry office. Said point having Imperial New Brunswick grid coordinate values of east 1 111 230.04 feet and north 553 407.70 feet (NB27). Aforesaid point also being the northeast corner of Parcel "C" as shown on Amending Plan showing land exchanges between the City of Saint John and National Harbours Board, prepared by Murdoch-Lingley Limited and signed by Carl A. Laubman, NBLS December 10, 1979; aforesaid Plan having been filed in the Office of the Registrar of Deeds for Saint John County on the 2nd day of December 1980 as Plan #1150.

Thence on a New Brunswick grid azimuth of one hundred and seventy two degrees (172°) four minutes (04') fifty seconds (50") along the eastern side of the aforementioned Parcel "C" and the southward prolongation thereof, a distance of one hundred and eighty three and sixty two hundredths metres (183.62m) to a point. Said point having (ATS77) coordinate value of east 333 969.444 metres and north 663 702.494 metres as shown on Subdivision Plan Ports Canada - Port of Saint John prepared by Murdoch-Lingley Limited, signed by Carl C. Laubman August 2, 1983, said Plan having been filed in the Office of the Registrar of Deeds for Saint John County on the 12th Day of August, 1983 as Plan No. 1532.

Thence on an azimuth of one hundred and twenty five degrees (125°) twenty nine minutes (29') ten seconds (10") along the southwestern side of Parcel X as shown on the aforementioned Plan #1532, a distance of one hundred and fifty and thirty four metres (150.34m) to a point being the southwest corner of Lot 85-1, as shown on a Subdivision Plan, Subdivision of Lands of Her Majesty in Right of Canada and The City of Saint John, prepared by D.E. Black, dated October 16, 1985 and revised May 29, 1986 and filed in the Office of the Registrar of Deeds in the County of Saint John on August 20, 1986 as Plan #2007.

Thence on an azimuth of seventy five degrees (75°) forty seven minutes (47') forty seconds (40'') along the southern side of aforementioned Lot 85-1, a distance of forty and zero tenths metres (40.0m) to a point on the south side of Market Slip being the north side of South Market Wharf.

Thence in an eastward direction continuing along the aforementioned division line between Market Slip and South Market Wharf one hundred and ten metres (110m) more or less to a point on the western side of a parcel of land known as Part "2" as conveyed by Grant from Her Majesty the Queen to the City of Saint John as described by document #315100 Vol. 1045 page 440 in the Saint John County Registry Office.

Thence on an azimuth of one hundred and seven five degrees (175°) forty seven minutes (47') ten seconds (10'') along the western side of the aforementioned Part 2, a distance of nine and fifty seven hundredths metres (9.57m) to a point on the northwest corner of the former Ward Street being the northeast corner of lands of Her Majesty in Right of Canada Canadian Coast Guard Base Facilities, as shown on Subdivision of Land of Her Majesty in Right of Canada and The City of Saint John, prepared by D.E. Black, NBLS dated May 29, 1986 and filed in the Office of the Registrar of Deeds for Saint John County on the 20th Day of August 1986 as Plan #2007. Said point having coordinate values of east 334 238.618 metres and north 663 642.479 metres.

Thence on an azimuth of two hundred and fifty five degrees (255°) fifty one minutes (51') thirty seconds (30'') along the northern side of the aforementioned Canadian Coast Guard Base one hundred and two and fifty hundredths metres (102.50m) to a point.

Thence along a western side of the aforementioned Canadian Coast Guard Base property one hundred and sixty five degrees (165°) fifty one minutes (51') twenty seconds (20''), a distance of fifteen and twenty four hundredths metres (15.24m) to a point.

Thence along a northern side of the aforementioned Canadian Coast Guard Base property two hundred and fifty five degrees (255°) fifty one minutes (51') thirty seconds (30''), a distance of twenty nine and eighty seven hundredths metres (29.87m) to a point.

Thence along a western side of the aforementioned Canadian Coast Guard Base property one hundred and forty degrees (140°) twenty one minutes (21') ten seconds (10''), a distance of one hundred and eight and forty one hundredths metres (108.41m) to a point.

Thence along a southern side of the aforementioned Canadian Coast Guard Base property seventy six degrees (76°) forty five minutes (45') twenty seconds (20''), a distance of fifteen and twenty four hundredths metres (15.24m) to a point.

Thence along a western side of the aforementioned Canadian Coast Guard Property one hundred and forty degrees (140°) fifty two minutes (52') forty seconds (40''), a distance of thirty one and nine hundredths metres (31.09m) to a point.

Thence along a southern side of the aforementioned Canadian Coast Guard property seventy six degrees (76°) forty five minutes (45') twenty seconds (20''), a distance of one hundred and nine and fifty one hundredths metres (109.51m'') more or less to the western side of Parcel 11 shown on Subdivision Plan Land Conveyance properties situate Kings & Queens Ward, City of Saint John, prepared by H. P. Lingley, NBLS, dated August 10, 1965, which Plan is filed in the Saint John County Registry Office as file 44 number 7.

Thence in a southward direction along the aforementioned western side of Parcel 11, the southern prolongation thereof and the western side of Parcel 12 as shown on the above mentioned File 44 Number 7, a distance of one hundred and sixty five and seventy six hundredths metres (165.76m) to bend therein.

Thence in a southeastward direction along the southwestern side of said parcel 12, a distance of thirty eight and eighty eight hundredths metres (38.88m) to the western side of Water Street.

Thence in a southward direction along the western side of Water Street and the prolongation thereof three hundred and four metres more or less (304m) to the centerline line of the western of the Canadian National Railway Tracks (1927).

Thence southeastward along the centerline of the aforementioned western side of the Canadian National Railway Tracks as situate (1927) to a point at its intersection with the southern side of Britain Street produced to intersect the same.

Thence in an eastward direction along the aforementioned southern side of Britain Street and prolongation of the same one hundred and twenty eight metres more or less (128m±) to the northwestern corner of Parcel "3" as shown on Plan Montreal Trust Company Subdivision prepared by Carl A. Laubman, NBLS dated October 11, 1988 and filed in the Office of the Registrar for Deeds in and for the County of Saint John on the 16th day of November as Number 2409; said point having (ATS77) coordinate values of east 334 655.139 metres and north 663 023.085 metres.

Thence on an azimuth of one hundred and sixty six degrees (166°) fifty two minutes (52') ten seconds (10'') along the western side of Parcel 3 as shown on aforementioned Plan 2409, a distance of twenty two and ten hundredths metres (22.10m) to a point.

Thence following the southern side of Parcel 3 and Parcel 4B as shown on above mentioned Plan 2409 along the arc of a curve to the right, said curve having a radius of two hundred and thirty four and thirty nine hundredths metres (234.39m) (chord equivalent being a distance of thirty eight and thirty hundredths metres (38.30m) measured on an azimuth of ninety four degrees (94°) eleven minutes (11') twenty seconds (20'')), a distance of thirty eight and thirty five (38.35m)

Thence on an azimuth of three hundred and forty six degrees (346°) fifty two minutes (52') ten seconds (10'') along the eastern side of Parcel "4B" as shown on aforementioned Plan 2409, a distance of thirty four and thirty hundredths metres (34.30m) to the southern side of Britain Street.

Thence in an eastward direction along the aforementioned southern side of Britain Street to a point at the northwest corner of lands of Irving Oil Company Limited being more particularly described by document 175600 in book 359 at page 261 as registered in the Saint John County Registry office on April 22, 1959.

Thence in a southward direction along the western side of the aforementioned Irving Oil Company Limited property sixty and ninety six hundredths metres (60.96m) to the southwestern corner thereof, being the intersection with the westward prolongation of the northern side of Broad Street.

Thence in an eastward direction along the aforementioned prolongation of Broad Street, a distance of seventeen and sixty two hundredths metres (17.62m±) more or less to the southeast corner of aforementioned Irving Oil Company Limited property.

Thence northward along the eastern side of aforesaid Irving Oil Company Limited property a distance of twenty three and fifty nine hundredths metres (23.59m±) to the southern side of a lot and land conveyed from Wallace L. Lawlor to Willard C. Trites and described by document 390263 in Book 181at Page 108 as recorded in the Saint John County Registry Office on November 18, 1993.

Thence in an eastward direction along the southern side of aforementioned said Willard C. Trites property to a point on the western side of Charlotte Street.

Thence in a southward direction along the aforesaid western side of Charlotte Street to the Canadian National Railway property being the intersection with a line running on an azimuth of seventy six degrees (76°) twenty three minutes (23') zero seconds (00'') from a point having (ATS77) coordinate values of east 334 778.467 metres north 662 743.168 metres.

Thence along the northern side of Canadian National Railways property and the northern side property described in a Crown Grant to Atlantic Sugar Refinery Co. [more particularly described by document 88475 book 126 page 107 as further shown on Plan drawer 6 file 10 number 12 in the Saint John County Registry Office] on an azimuth of two hundred and fifty six degrees (256°) twenty three minutes (23') zero seconds (00'') to a point at the northwest corner of the aforementioned lands granted to Atlantic Sugar Refinery Co.

Thence southward along the western side of the aforementioned Atlantic Sugar Refinery Co. lands one hundred and fifty nine metres more or less (159m±) to a point designated as Point "L" as shown on aforementioned Plan Drawer 6 File 10 Number 12.

Thence in an eastward direction along the southern side of the aforementioned lands granted to Atlantic Sugar Refinery Co. Ltd., a distance of one hundred and eighty nine and eighty nine hundredths metres (189.89m±) more or less to a point on the eastern side of former Kennedy Slip designated as Point "J" on the above mentioned Plan Drawer 6, File 10, Number 12.

Thence south thirty six degrees (36°) thirty minutes (30') east as shown on the aforementioned plan, a distance of thirty five and sixty six hundredths metres (35.66m) to the southern side of former Kennedy Slip.

Thence in an eastward direction, a distance of eighty and seventy seven hundredths metres (80.77m±) more or less to a point at the northwest corner of Parcel 1 as shown on Plan of property south of Broadview Avenue and filed in the Saint John County Registry office as Plan Number 1358. Said point having N.B. grid coordinate values of east 335 006.486 metres and north 662 649.678 metres.

Thence on an azimuth of sixty seven degrees (67°) fifty one minutes (51') forty seconds (40''), a distance of eighteen and fifty three hundredths metres (18.53m) to a point on a western side of the Canadian National Railway property.

Thence on an azimuth of one hundred and sixty seven degrees (167°) seventeen minutes (17') zero seconds (00'') along a western side of The Canadian National Railway property twenty one and seventy one hundredths metres (21.71m) to a point.

Thence on an azimuth of sixty five degrees (65°) thirty three minutes (33') zero seconds (00'') along the southern side of The Canadian National Railway property, a distance of one hundred and thirty seven and sixteen hundredths metres (137.16m) to a point.

Thence continuing along the southern side of the Canadian National Railway property along the arc of a curve to the left, said curve having a radius of two hundred and seventy three and forty five hundredths metres (273.45m) (chord equivalent being a distance of one hundred and seventy four and ninety three hundredths metres (174.93m) measured on an azimuth of forty six degrees (46°) fifty three minutes (53') forty seconds (40'')), a distance of one hundred and seventy eight and six hundredths metres (178.06m) to a point.

Thence continuing along the southern side of the Canadian National Railway property along the arc of a curve to the right, said curve having a radius of four hundred and thirty six and fifty nine hundredths metres (436.59m) (chord equivalent being a distance of one hundred and nine and thirty four hundredths metres (109.34m) measured on an azimuth of thirty five degrees (35°) forty five minutes (45') zero seconds (00'')), a distance of one hundred and nine and sixty two hundredths metres (109.62m) to a point.

Thence in a northeastward direction along the line of division between The Canadian National Railway property and Parcel "3" as shown on before mentioned Plan #1358, a distance of two hundred and thirty two metres (232m±) more or less to the intersection of the Ordinary High Water Mark with the eastern side of The Canadian National Railway property.

Thence northward along the eastern side of the right of way of the Canadian National Railway (1927) to a point on the southern side of a City of Saint John property (Courtenay Bay Causeway) being more particularly described by document 179150 book 368 page 613 and shown on Plan file 33 number 41 in the Saint John Registry office. Said point being further described as being at the intersection of the eastward prolongation of a line offset six and ten hundredths metres (6.10m) south from the centerline line of Union Street with the eastern side of the Canadian National Railway Right of Way.

Thence eastward along the southern side of Courtenay Bay Causeway parallel to the centerline prolongation of Union Street and offset south six and ten hundredths metres (6.10m) from it to a point at the intersection with the westward prolongation of a line offset six and ten hundredths metres (6.10m) south from the centerline of Mount Pleasant Avenue.

Thence eastward parallel to the centerline prolongation of Mount Pleasant Avenue being offset six and ten hundredths metres (6.10m) south along the southern side of Courtenay Bay Causeway, a distance of four hundred and thirty and five tenths metres (430.5m±) more or less to a point on a western side of Parcel A-1 as shown on Plan Eastern Approach-Courtenay Bay Causeway, said plan being filed in the Saint John County Registry Office on December 2, 1974 as Drawer 8 Number 19.

Thence southward along the above mentioned western side of Parcel A-1, a distance of one and sixty one hundredths metres (1.61m) to a point on a northern side of Parcel "BB" as shown on a Plan Her Majesty the Queen in Right of Canada as represented by the Saint John Port Corporation property situate Courtenay Bay, prepared by Hughes Surveys & Consultants Ltd., signed by David V. Parkhill, NBLS dated August 7, 1998. Said plan being filed in the Saint John County Registry Office on September 24, 1998 as Plan No. 200683. Said point having N.B. Grid coordinate values of east 336 075.119 metres and north 664 421.856 metres.

Thence on a New Brunswick grid azimuth of two hundred and forty degrees (240°) forty eight minutes (48') ten seconds (10") along the aforementioned northern side of Parcel "BB", a distance of nine a sixty nine hundredths metres (9.69m) to a point.

Thence on an azimuth of one hundred and forty three degrees (143°) four minutes (04') twenty seconds (20") along the western side of the aforementioned Parcel "BB" eighteen and ninety hundredths metres (18.90m) to a point.

Thence on an azimuth of one hundred and sixty two degrees (162°) thirty two minutes (32') ten seconds (10") continuing along the aforementioned western side of Parcel "BB", a distance of twenty five and forty four hundredths metres (25.44m) to a point.

Thence on an azimuth of one hundred and sixty six degrees (166°) forty one minutes (41') forty seconds (40") continuing along the aforementioned western side of Parcel "BB", a distance of thirty eight and sixty one hundredths metres (38.61m) to a point.

Thence on an azimuth of one hundred and sixty eight degrees (168°) eleven minutes (11') fifty seconds (50") continuing along the aforementioned western side of Parcel "BB", a distance of thirty four and eighty nine hundredths metres (34.89m) to a point at the northwest corner of Parcel "AA" as shown on the aforementioned Plan prepared by Hughes Surveys & Consultants Ltd., signed by David V. Parkhill, NBLS and dated August 7, 1998.

Thence on an azimuth of one hundred and sixty four degrees (164°) thirteen minutes (13') fifty seconds (50") along the western side of Parcel "AA" as shown on the aforementioned Plan dated August 7, 1998, a distance of twenty nine and eighty nine hundredths metres (29.89m) to a point.

Thence on an azimuth of one hundred and eighty nine degrees (189°) thirty one minutes (31') fifty seconds (50") continuing along the western side of Parcel "AA" as shown on the aforementioned Plan dated August 7, 1998, a distance of nine and seventy hundredths metres (9.70m) to a point.

Thence on an azimuth of one hundred and twenty two degrees (122°) fifty two minutes (52') ten seconds (10") continuing along the western side of Parcel "AA" as shown on the aforementioned Plan dated August 7, 1998, a distance of five and thirty four hundredths metres (5.34m) to a point.

Thence on an azimuth of one hundred and sixty seven degrees (167°) twenty minutes (20') forty seconds (40") continuing along the western side of Parcel "AA" as shown on the aforementioned Plan dated August 7, 1998, a distance of twenty six and twenty one hundredths metres (26.21m) to a point.

Thence on an azimuth of one hundred and sixty seven degrees (167°) forty minutes (40') zero seconds (00") continuing along the western side of Parcel "AA" as shown on the aforementioned Plan dated August 7, 1998, a distance of forty and forty three hundredths metres (40.43m) to a point.

Thence on an azimuth of two hundred and one degrees (201°) two minutes (02') fifty seconds (50") continuing along the western side of Parcel "AA" as shown on the aforementioned Plan dated August 7, 1998, a distance of fourteen and forty five hundredths metres (l4.45m) to a point.

Thence on an azimuth of one hundred and eighty three degrees (183°) ten minutes (10') ten seconds (10") continuing along the western side of Parcel "AA" as shown on the aforementioned Plan dated August 7, 1998, a distance of two and three hundredths metres (2.03m) to a point at the northwest corner of Parcel "B"; said point shown on a Subdivision Plan Her Majesty The Queen in Right of Canada as represented by the Saint John Port Corporation property situate Courtenay Bay, City of Saint John prepared by Hughes Surveys Consultants Ltd., dated 29th day of June 1988 and filed in the Office of the Registrar of Deeds in and for the County of Saint John on the 17th day of November 1988 as number 2412.

Thence in a southward direction along the western side of Parcel "B" and Parcel "A" as shown on the aforementioned Plan number 2412, a distance of two hundred and forty eight metres more or less (248m) to the northern side of the Saint John Dry Dock and Shipbuilding Company Limited property being more particulary described by document 117749 book 206 page 682 and as shown on File 15 number 203 in the Saint John County Registry Office.

Thence on an azimuth of two hundred and fifty six degrees (256°) forty five minutes (45') zero seconds (00") along the northern side of aforementioned Saint John Dry Dock and Ship Building Company Limited property, a distance of thirty seven and twenty one hundredths metres (37.21m±) more or less to the northwestern corner thereof.

Thence south nine degrees (09°) one minute (01') west by the magnet A.D. 1919, a distance of one hundred and nineteen and eight tenths metres (119.8m)more or less to a point.

Thence north eighty two degrees (82°) thirty minutes (30') east, a distance of twenty seven and five tenths metres (27.5m±) more or less to a point on the Ordinary High Water Mark (1929).

Thence southward along the various courses of the Ordinary High Water Mark (1929) to the northern side of lands owned by Saint John Dry Dock Company Limited being more particularly described by document 146624 book 282 page 193 in the Saint John County Registry Office.

Thence south seventy one degrees (71°) thirty five minutes (35') west by the true meridian to the prolongation of the Harbour Line (1949) on the eastern side of Courtenay Bay as shown aforementioned on Plan File 15 #203.

Thence along the said prolongation of the aforementioned Harbour line south twelve degrees (12°) fifty five minutes (55') east by the true meridian, a distance of forty nine and thirty two hundredths metres (49.32m) to a southwest corner of the aforementioned Saint John Dry Dock Company Limited property.

Thence north seventy one degrees (71°) thirty five minutes (35') east along the southern side of aforementioned property described in document 146624 to a point on the Ordinary High Water Mark (1929). Said point being on the western side of lands conveyed to the Saint John Drydock and Shipbuilding Company Limited as described by document #114000 in book 198 at page 53 and registered in the Saint John County Registry Office November 21, 1929.

Thence following the western side of the above mentioned Saint John Drydock and Ship Building Company Limited property southward, eastward, and southwestward along the various courses of the Ordinary High Water Mark (1929) (also being in the vicinity of the entrance to the Dry Dock) to the northern corner of Parcel "A" as shown on Plan National Harbours Board, Port of Saint John subdivision prepared by Kierstead Surveys Ltd. dated February 10, 1982 which Plan is filed in the Saint John County Registry office as Number 1337; said point having (ATS77) coordinate value of east 336 347.558 metres and north 663 634.192 metres.

Thence on a New Brunswick grid azimuth of two hundred and twenty six degrees (226°) seventeen minutes (17') twenty seconds (20") along a northwestern side of Parcel "A" as shown on the aforementioned Plan number 1337, a distance of ninety and forty six hundredths metres (90.46m) to a point.

Thence on an azimuth of one hundred and thirty two degrees (132°) six minutes (06') zero seconds (00") along a southwestern side of Parcel "A", a distance of sixty six and twenty six hundredths metres (66.26m) to a point.

Thence on an azimuth of two hundred and twenty two degrees (222°) six minutes (06') zero seconds (00") along a northwestern side of said Parcel "A", a distance of one hundred and ninety five and twelve hundredths metres (195.12m) to a point.

Thence on an azimuth of one hundred and thirty two degrees (132°) six minutes (06') zero seconds (00") along a southwestern side of said Parcel "A", a distance of seventy three and eighty six hundredths metres (73.86m) to a point.

Thence on an azimuth of thirty nine degrees (39°) nine minutes (09') forty seconds (40") along the southeastern side of said Parcel "A", a distance of twenty one and eighty two hundredths metres (21.82m) to a point on the western side of lands conveyed from His Majesty the King to the St. John Dry Dock and Ship Building Company Limited being more particularly described by document 114000 in book 198 page 53 in the Saint John County Registry Office.

Thence on an azimuth of one hundred and sixty seven degrees (167°) thirteen minutes (13') twenty seconds (20") along the western side of the above noted St. John Dry Dock and Ship Building Company Limited property to a point at its intersection with the centerline of the Courtenay Bay Breakwater (1930).

Thence southwestward along the various courses of the centerline of the aforementioned Breakwater to a point on the eastern municipal boundary of The City of Saint John (1930), said municipal boundary being the original middle of Marsh Creek at low water (1785).

Thence in a southward direction along the aforementioned middle of Marsh Creek at low water (1785) downstream to its mouth.

Thence south nineteen degrees (19°) west (magnet 1785) to a point in the Bay of Fundy located at its intersection with a line running due east (magnet 1785) from the south point of Partridge Island at Ordinary High Water Mark.

Thence due west (Magnet 1785) towards the aforementioned south point of Partridge Island to a point on the Ordinary High Water Mark.

Thence along the various courses of the Ordinary High Water Mark of Partridge Island in an eastward, northward and westward direction to the point of intersection between the Ordinary High Water Mark and a line drawn from the above mentioned south point of Partridge Island to a point on the shore which is at the southeast extremity of a line running south forty two degrees (42°) east (magnet 1785) from the River Saint John to the Bay of Fundy and Terminating the City Lots of the western district. Said point designated as "A" and shown on a plan filed in the Saint John County Registry Office at Drawer 6 in File 8 as number 29.

Thence northward along the above mentioned line to the above mentioned point designated as "A". Said point being situate on the prolongation of the northeastern side of the street known as City Line and located three hundred and twelve and fifty three hundredths metres (312.53m) southeastward from the intersection of the northeastern side of the aforementioned City Line with the southeastern side of Bond Street. Said point having New Brunswick grid coordinate values (ATS77) of east 334 363.423 metres and north 661 084.425 metres.

Thence in a northwestward direction along the prolongation of the northeast side of a street known as City Line and continuing along the northeast side of a street known as City Line, a distance of two hundred and fifty seven hundredths metres (257m±) more or less to the western boundary of the Right of Way of C.P. Railway (1927), being the western side of the former Carleton Saint John Branch Railway now the Port of Saint John property.

Thence northward along the western boundary of the Right of Way of C.P. Railway (1927) to a point on the southwestern side of City Lot 951.

Thence along the arc of a curve to the right, said curve having a radius of two hundred and twenty and nineteen hundredths metres (220.19m) (chord equivalent being a distance of one hundred and sixty six and thirty nine hundredths metres (166.39m) measured on an azimuth of three hundred and forty two degrees (342°) fifty one minutes (51') forty seconds (40")), a distance of one hundred and seventy and sixty two hundredths metres (170.62m) to a point on the southwestern side of City Lot 591 as conveyed to The New Brunswick Southern Railway Co. and described by document 80361 in book 98 at page 317. Said curve being the northern side of the Herbert Guernsey Estate property; also crossing Suffolk Street and being the northeast boundary of the City of Saint John property as leased to Shell Canada Limited and described in document #196110 book 508 at page 469 and shown on plan file 39 #61 in the Saint John Registry Office; also crossing Watson Street and being the northeast side of another City of Saint John Property.

Said western boundary of the Right of Way of the C.P. Railway intended to be the same as mentioned in a conveyance between the City of Saint John and His Majesty the King as described by document 111447 in book 191 at page 431 as registered in the Saint John County Registry Office on April 23, 1928.

Thence on an azimuth of one hundred and twenty four degrees (124°) seventeen minutes (17') ten seconds (10") along the southwestern side of said Lot 591, a distance of twenty six and seventy four hundredths metres (26.74m±) more or less to the southern corner thereof.

Thence on an azimuth of thirty three degrees (33°) forty six minutes (46') twenty seconds (20") along the southeastern boundary of The New Brunswick Southern Railway Co. property as described by above mentioned document #80361 in book 98 at page 317 in the Saint John County Registry Office, a distance of ninety one and forty four metres (91.44m) to the northeast corner of City Lot 596.

Thence along the northern boundary of the aforementioned City Lot 596 on an azimuth of three hundred and four degrees (304°) seventeen minutes (17') ten seconds (10"), a distance of thirty and forty eight hundredths metres (30.48m) to the prolongation of the eastern side of Germain Street.

Thence northward along the eastern side of Germain Street prolongated from the southeast corner of Watson and Germain Streets to its intersection with the western side of Parcel #2 as conveyed to His Majesty the King represented by the Honourable The Minister of Public Works by the Tri Partite Agreement more particularly described in document #85551 in book 116 at page 490 and shown on Plan File 8#29 filed in the Saint John County Registry office.

Thence in a northwestward direction along the above mentioned western side of Parcel #2, a distance of one hundred and sixty three and thirty seven hundredths metres (163.37m±) more or less to the point of intersection with the southeastward prolongation of the northeastern side of former Union Street.

Thence in a northwestward direction along the northeastern side of former Union Street, a distance of one hundred and sixteen metres (116m±) more or less to the point of intersection with the northward prolongation of the eastern side of St. John Street.

Thence crossing Union Street in a southward direction along the prolongation of the eastern side of St. John Street, a distance of twenty seven and forty three hundredths metres (27.43m) to the northern corner of City Lot 1055.

Thence in an eastward direction along the southern side of Union Street and the northern side of above mentioned City Lot 1055, a distance of thirty and forty eight hundredths metres (30.48m) to the western side of the aforementioned Queen Street.

Thence continuing in an eastward direction along the southern side of the aforementioned Union Street and crossing aforesaid Queen Street, a distance of twenty four and thirty eight hundredths metres (24.38m±) more or less to the southwestern side of the New Brunswick Southern Railway Company Limited Right of Way (formerly known as the Carleton Branch Railway) (as existed in 1930).

Thence in a southeastward direction along the side of the said aforesaid railway, a distance of sixty eight and six tenths metres (68.6m±) more or less to the eastern side of City Lot 1066.

Thence southward along the aforementioned eastern side of City Lot 1066, a distance of three and sixty six hundredths metres (3.66m) to City Lot 1070.

Thence along the northern side of City Lot 1070 (being a southern side of the aforementioned railway) in an eastward direction, a distance of six and ten hundredths metres (6.10m) to a point of deflection in the side of the railway.

Thence continuing along said side of the railway in southeastward direction, a distance of thirty one and seventy hundredths metres (31.70m±) more or less to the western side of Saint James Street.

Thence in southward direction following the said western side of Saint James Street, a distance of eleven and fifty eight hundredths metres (11.58m±) more or less to the dividing line between City Lots 1071 and 1072.

Thence in a westward direction following the dividing line between lots 1071 and 1072, a distance of thirty one and nine hundredths metres (31.09m±) more or less to the eastern side of City Lot 1067.

Thence in a northward direction along the dividing line of City Lots 1067 and 1071, a distance of fifteen and twenty four hundredths metres (15.24m) to on the northeast corner of City Lot 1067.

Thence in a westward direction following the northern line of the lots fronting on Albert Street for a distance of seventy three metres (73m) more or less to the eastern side of Queen Street.

Thence continuing in a westward direction, crossing Queen Street, a distance of fifteen and twenty four hundredths metres (15.24m) to the point of intersection between the dividing line between City Lots 1052 and 1053 with the western side of Queen Street.

Thence continuing in a westward direction along the line of division between City Lots 1052 and 1053, a distance of thirty and forty eight hundredths metres (30.48m) to a point on the eastern side of St. John Street.

Thence in a northwestward direction crossing St. John Street on a line perpendicular to the northeastern side, a distance of eighteen and twenty nine hundredths metres (18.29m) to a point on the northwestern side thereof.

Thence in a southwestward direction along the northwestern side of St. John Street, a distance of one hundred and six and sixty eight hundredths metres (106.68m) to the intersection of the northwestern side of St. John Street with the northeast side of Market Place.

Thence in a northwestward direction following the northeastern side of Market Place crossing former St. George Street, Tower Street and Charlotte Street, a distance of two hundred and ninety nine metres more or less (299m±) to the southeastern side of Rodney Street.

Thence in a northeastward direction along the aforementioned southeastern side of Rodney Street, a distance of thirty and forty eight hundredths metres (30.48m) to the southwestern side of City Lot 964.

Thence in a northwestward direction crossing Rodney Street to the point of intersection of the northeastern corner of City Lot 961 with the northwestern side of Rodney Street, a distance of eighteen and twenty nine hundredths metres more or less (18.29m±).

Thence continuing in a northwestward direction along the northeastern side of Lot 961 to the northwestern side of Lot 961, a distance of fifteen and twenty four hundredths metres (15.24m).

Thence in a southwestward direction along the dividing line between City Lots 960 and 961, a distance of eight and forty four hundredths metres (8.44m) to a point.

Thence in a southeastward direction parallel with the northeastern side of Market Place, a distance of fifteen and twenty four hundredths metres (15.24m) to the northwest side of Rodney Street.

Thence in a southwestward direction along the northwestern side of Rodney Street, a distance of twenty two and thirteen hundredths metres (22.13m±) more or less to the point of intersection with the northeastern side of Market Place.

Thence in a northwestward direction following the northeastern side of Market Place crossing former Winslow Street and Guildford Street, a distance of one hundred and fifty nine and three hundredths metres (159.03m±) more or less to the southeastern side of City Lot 921.

Thence in a northeastward direction along the southeastern side of City Lot 921, a distance of thirty and forty eight hundredths metres (30.48m) to the northeastern corner of City Lot 921.

Thence northwestward along the northeastern side of City Lots 921, 920, 903 and 902, a distance of sixty one and fourteen hundredths metres (61.14m) to the southeastern side of the former Duke Street.

Thence in a southwestward direction along the southeastern side of former Duke Street, a distance of thirty and forty eight hundredths metres (30.48m) metres to the point of intersection with the northeastern side of Market Place so called.

Thence in a northwestward direction crossing former Duke Street and along the northeastern side of Market Place, a distance of seventy nine and twenty six hundredths metres (79.26m±) more or less to the southeastern side of King Street.

Thence in a northeastward direction along the southeastern side of King Street, a distance of one hundred and twenty six and fifty nine hundredths metres (126.59m) to a point. Said point having New Brunswick grid coordinate values of east 1109 727.66 metres and north 549 076.50 metres (NB27).

Thence on a New Brunswick grid azimuth of three hundred and four degrees (304°) two minutes (02') ten seconds (10") crossing King Street, a distance of twenty seven and forty three hundredths metres (27.43m) to a point on the northwest side thereof. Said point having New Brunswick grid coordinate values of east 333 463.536 metres and north 662 579.652 (ATS77) and being situate on an east side of the Saint John Harbour Bridge Authority property as shown on a plan filed in the Saint John County Registry Office as number #2865.

Thence on a New Brunswick grid azimuth of three hundred and three degrees (303°) fifty five minutes (55') forty seconds (40"), a distance of forty three and seventy five hundredths metres (43.75m) to a point.

Thence on an azimuth of twenty three degrees (23°) five minutes (05') zero seconds (00"), a distance or twelve and nineteen hundredths meters (12.19m) to a point.

Thence on an azimuth of sixteen degrees (16°) thirty two minutes (32') thirty seconds (30"), a distance of twenty nine and eighty six hundredths metres (29.86m) to a point.

Thence on an azimuth of twelve degrees (12°) twenty six minutes (26') forty seconds (40"), a distance of twenty two and eighty hundredths metres (22.80m) to a point on the southeastern corner of parcel AC3" as shown on the aforementioned Plan #2865.

Thence on an azimuth of twelve degrees (12°) twenty six minutes (26') forty seconds (40") continuing along the eastern side of Parcel C3, a distance of four and sixty four hundredths metres (4.64m) to a point.

Thence on an azimuth of ten degrees (10°) forty nine minutes (49') twenty seconds (20") continuing along the eastern side of Parcel C3, a distance of thirty two and sixty nine hundredths metres (32.69m) to a point.

Thence on an azimuth of three hundred and thirty two degrees (332°) five minutes (05') forty seconds (40") continuing along the eastern side of Parcel C3, a distance of three and ninety four hundredths metres (3.94m) to a point.

Thence on an azimuth of three hundred and thirty nine degrees (339°) fifty one minutes (51') thirty seconds (30") continuing along the eastern side of Parcel C3, a distance of three and seven hundredths metres (3.07m) to a point.

Thence along the arc of a curve to the left, said curve having a radius of three hundred and twenty two hundredths metres (300.22m) (chord equivalent being a distance of forty six and sixty six hundredths metres (46.66m) measured on an azimuth of three hundred and fifty seven degrees (357°) eleven minutes (11') thirty seconds (30")) continuing along the eastern side of Parcel C3, a distance of forty six and seventy one hundredths metres (46.71m) to a point.

Thence on an azimuth of three hundred and fifty two degrees (352°) forty five minutes (45') ten seconds (10") continuing along the eastern side of Parcel C3, a distance of four hundred and forty seven and ninety hundredths metres (447.90m) to a point.

Thence on an azimuth of two hundred and sixty two degrees (262°) forty five minutes (45') ten seconds (10") along the northern side of Parcel C3, a distance of thirty five and eight hundredths metres (35.08m) to a point.

Thence on an azimuth of one hundred and seventy two degrees (172°) forty five minutes (45') ten seconds (10") along the western side of Parcel C3, a distance of four hundred and thirty four and fifty five hundredths metres (434.55m) to the northeastern corner of Lot 93-5 as shown on a Plan of Survey showing Lots 93-1 and 93-2 occupied by Her Majesty the Queen in Right of Canada and Lots 93-3, 93-4 and 93-5, situate Saint John River, prepared by Hughes Surveys & Consultants Ltd. dated December 23, 1993, said Plan filed in the Office of the Registrar of Deeds for the County of Saint John as number 200447.

Thence on an azimuth of two hundred and sixty seven degrees (267°) forty eight minutes (48') ten seconds (10") along the northern side of aforementioned Lot 93-5, a distance of eight and ninety five hundredths metres (8.95m) to a point.

Thence on an azimuth of one hundred and eighty seven degrees (187°) five minutes (05') fifty seconds (50") along the western side of aforementioned Lot 93-5, a distance of five and fifty three hundredths metres (5.53m) to the northern side of Lot 93-3.

Thence on an azimuth of two hundred and sixty seven degrees (267°) forty eight minutes (48') ten seconds (10") along a northern side of said Lot 93-3, a distance of eighty nine and eleven hundredths metres (89.11m) to a point.

Thence on an azimuth of two hundred and three degrees (203°) forty eight minutes (48') twenty seconds (20") along the western side of the aforementioned Lot 93-3, a distance of eighty six and three tenths metres (86.3m) to a point.

Thence on an azimuth of eighty nine degrees (89°) twenty four minutes (24') ten seconds (10") along a southern side of said Lot 93-3 and Lot 93-4, a distance of one hundred and twenty seven and forty seven hundredths metres (127.47m) to a point on the western side of aforementioned Parcel C3.

Thence along the western side of the aforementioned Parcel "C3" being the arc of a curve to the right, said curve having a radius of two hundred and twenty three and sixty hundredths metres (223.60m) (chord equivalent being a distance of thirteen and one hundredths metres (13.01m) measured on an azimuth of one hundredth and ninety six degrees (196°) fifty two minutes (52') zero seconds (00")), a distance of thirteen and one hundredths metres (13.01) to a point. Said point having New Brunswick grid coordinate values of east 333 401.084 metres and north 662 665.261 metres.

Thence on an azimuth of two hundred and sixty nine degrees (269°) eight minutes (08') fifty seconds (50") continuing along a northern side of said Parcel "C3", a distance of twenty two and twenty one hundredths metres (22.21m) to a point.

Thence on an azimuth of two hundred and six degrees (206°) three minutes (03') ten seconds (10") along the northwestern side of the aforementioned Parcel "C3", the southeastern side of Parcel G1 and the northwestern sides of Parcel "C1" and Parcel "N" as shown on the aforementioned Plan #2865, a distance of one hundred and fifty two and sixty five hundredths metres (152.65m) to a point.

Thence on an azimuth of two hundred and sixty four degrees (264°) eight minutes (08') ten seconds (10"), a distance of thirty seven and forty nine hundredths metres (37.49m) to the northern corner of Parcel "A" as shown on the aforementioned Plan #2865.

Thence on an azimuth of two hundred and seventy six degrees (276°) forty two minutes (42') ten seconds (10") along the northern side of Parcel "A" as shown on the aforementioned Plan #2865, a distance of sixty and seventeen hundredths metres (60.17m) to a point.

Thence on an azimuth of one hundred and twenty four degrees (124°) thirty four minutes (34') fifty seconds (50") along the southwestern side of said Parcel "A" to the line of occupation of the properties abutting on the Harbour (1927).

Thence in a general southwestward direction along the line of occupation of the properties abutting on the Harbour (1927) in its various courses to the point of intersection with the prolongation of the northeastward side of a street known as City Line.

Thence on a New Brunswick grid azimuth of three hundred and three degrees (303°) fifty five minutes (55') thirty seconds (30") along the northeastern prolongation of a street known as City Line to the point of beginning.

SAVING AND EXCEPTING thereout and therefrom that lot, piece and parcel of land entrusted to the Canadian National Railway by Federal Privy Council Order 1449 dated May 9, 1979.

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

- AND ALSO -

PARCEL 2

All that certain lot, piece or parcel of land situate lying and being in the former Brooks Ward on the west side of the City Saint John being portions of Lots 1093, 1095, 1096 and 1097 and being more particularly described as follows:

Having its point of beginning located on the line of division between lots 1091 and 1093 at the southwestern corner of land heretofore sold by The City of Saint John to Daniel Pitts.

Thence in a southeastward direction along the aforesaid northeastern side of City Lot 1091, a distance of eleven and eighty nine hundredths metres (11.89m) to the top of the bank of a railway cut being the western side of the railway.

Thence northeastward along the aforementioned western side of the railway to the southwestern side of City Lot 1097.

Thence in a southeastward direction along the aforementioned southwestern side of City Lot 1097 to the western side of the aforementioned railway.

Thence northeastward along the western side of the side of the railway to the southwestern side of Albert Street.

Thence northwestward along the southwestern side of Albert Street to the eastern corner of Parcel 7 as shown on File 44 Number 6.

Thence in a southward direction along the eastern side of said Parcel 7, a distance of seventeen and sixteen hundredths metres (17.16m) to the northeastern side of City Lot 1094.

Thence in a southeastward direction along the northeastern side of City Lots 1094 and 1095 to a point at the southeast corner of a lot of land formerly leased from The City of Saint John to John Haslam as shown on a plan having been filed in the Office of the Registrar of Deeds for Saint John County as file 18 No. 230.

Thence in a southwestward direction along the southeastern side of the aforementioned John Haslam Lot and the Daniel J. Pitts lot to the point of beginning.

Said described parcel intended to be portions of lands and premises conveyed from by the City of Saint John to His Majesty the King described in two separate documents, being document 115936 in book 202 at page 503 and document 138738 in book 261 at page 335 and registered in the Saint John County Registry Office.

AND ALSO

PARCEL 3

All that certain lot, piece or parcel of land situate lying and being in the former Brooks Ward on the west side of Saint John and being portions of City Lots known as numbers ten hundred and ninety eight (1098) and eleven hundred (1100) being more particularly described as follows:

Having its point of beginning located at the point of intersection of the eastern side of Saint James Street with the northern side of Albert Street.

Thence northward along the eastern side of the aforementioned Saint James Street, a distance of twenty three and seventy eight hundredths metres (23.78m±) more or less to a point on the southwestern side of the New Brunswick Southern Railway Company right of way.

Thence in a southward direction along the said southwestern side of the aforementioned railway to a point on the northern side of Albert Street.

Thence in a westward direction along the northern side of the aforementioned Albert Street, a distance of nineteen and two tenths metres (19.2m±) more or less to the point of beginning.

Intending to be the same lands and premises as conveyed from William H. Belyea et ux to His Majesty the King described by document 119277 in book 212 at page 55 in the Saint John County Registry Office.

- AND ALSO -

PARCEL 4

All that certain lot, piece or parcel of land situate lying and being in the former Brooks Ward on the west side of The City Saint John being more particularly described as follows:

Having its point of beginning located at the point of intersection of the northern side of Albert Street and the western side of Queen Street (formerly Minnette Street). Said point being the southern corner of City Lot #1050.

Thence in a westward direction along the northern side of Albert Street, a distance of thirty and forty eight hundredths metres (30.48m) to the eastern side of Saint John Street.

Thence in a northward direction along the side of Saint John Street, a distance of thirty and forty eight hundredths metres (30.48m) to City Lot 1052.

Thence in an eastward direction along the line between City Lots 1051 and 1052, a distance of thirty and forty eight hundredths metres (30.48m) to the western side of Queen Street.

Thence in a southward direction along the western side of Queen Street, a distance of thirty and forty eight hundredths metres (30.48m) to the point of Beginning.

A tract of land containing an area of 929 square metres and known as City Lots 1050 and 1051 and intending to be the same lands and premises as a portion of those lands conveyed from the City of Saint John to His Majesty The King as described in document #115936 in book 202 at page 503 and registered in the Saint John County Registry Office.

- AND ALSO -

PARCEL 5

All those certain lots, pieces or parcels of land and land covered by water situate lying and being at Indiantown in the former ward of Lorne in the city of Saint John and Province of New Brunswick. Being more particularly described as follows:

The public wharf at Indiantown and also the slip and strip of land and wharf along the north side of said slip.

Being a portion of those lands and premises described in the General Statement of Property conveyed between the City of Saint John and His Majesty the King by document #111447 Volume 191 Page 431 recorded in the Saint John County Registry Office on the 23rd of April, 1928.

- AND ALSO -

PARCEL 6

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

INTEREST	LANDS TO WHICH INTEREST RELATES
a) Leasehold interest granted pursuant to a lease from Highwood Company to Saint John Port Corporation	Portions of an office building known as the Harbour Building situate at 133 Prince William Street, Saint John, New Brunswick
b) Leasehold interest granted pursuant to a lease from Saint John Harbour Bridge Authority to Saint John Port Corporation	Lot 93-1 on St. John County Registry Office plan no. 3067, but excluding the bridge structure and abutments
c) Leasehold interest granted pursuant to a lease from Canadian National Railway Company to Saint John Port Corporation	Lands situate in or adjacent to Courtenay Bay Harbour upon which certain components of the Potash Terminal were inadvertently constructed
d) Rights granted pursuant to a Private Crossing User Agreement from Canadian National Railway Company to Saint John Port Corporation	Two private crossings over CN Right-of-Way and tracks at Mile 1-93 Courtenay Bay Branch
e) Leasehold interest granted by City of Saint John to Saint John Port Corporation	Parking area at 200 Market Place West, Saint John, New Brunswick
f) Rights granted pursuant to a User Agreement from City of Saint John to Canada Ports Corporation	Parking area on west side of Water Street, Saint John, New Brunswick
g) Rentcharge payable pursuant to a Deed dated April 1, 1918 between the City of Saint John and Thomas Sandall, which Rentcharge is now payable to Her Majesty the Queen.	Parcel of ground, flats or beach adjoining Lot 1239 in Sidney Ward in the City of Saint John, being approximately 40' x 100'.
h) All right, title and interest, if any, in and to lands formerly known as Thompson's Slip, the public slip or landing in the City of Saint John extending from the foot of Simonds Street to low water mark, granted by a Deed dated July 7, 1927 from the City of Saint John to His Majesty the King, in Right of the Dominion of Canada.	The former Thompson's Slip being a portion of lands purportedly expropriated by Expropriation registered in the St. John County Registry Office in Book 542 at Page 907 as No. 205555.

- AND ALSO -

PARCEL 7

In addition to the interests described in Parcel 6, any other interests in land, to the extent they are interests in land in accordance with the Federal Real Property Act, whether or not registered, in any way belonging or appertaining to, or benefiting, any of the lands described in Parcels 1, 2, 3, 4 and 5.

SCHEDULE C

SAINT JOHN PORT AUTHORITY

DESCRIPTION OF OTHER REAL PROPERTY

(Intentionally deleted)

SCHEDULE D

SAINT JOHN PORT AUTHORITY

CLASSES OF USERS

1. Each user of the Port of Saint John shall be eligible for membership in one or more classes of users as follows:

Class 1 Those persons representing shipping lines, ships' agents or terminal operators which in the opinion of the Authority regularly use or operate within the Port shall be eligible for membership in Class 1; initial appointment will be for three years;

Class 2 Those persons who as lessee hold a lease with the Authority for the purpose of conducting domestic or international waterborne trade, such lease being one of the four highest revenue producing leases with the Authority for the previous fiscal year shall be eligible for membership in Class 2; initial appointment will be for two years;

Class 3 Those persons representing organized labour currently directly involved with domestic or international waterborne trade conducted within the Port shall be eligible for membership in Class 3; initial appointment will be for two years; and

Class 4 Those persons representing all other commercial users of the Port having done business with the Port in the previous fiscal year and not included in the other three classes shall be eligible for membership in Class 4; initial appointment will be for one year.

2.a) A person who is eligible for membership in one or more classes of users must select one such class of user in which to be represented and shall so advise the Authority prior to nominations being picked.

b) Companies affiliated, related or associated with one another (as defined by the Income Tax Act — Canada) are deemed to form one user and shall be represented on only one class of users.

3. Members of each class of users shall have the right to nominate a minimum of two and a maximum of four individuals, within each respective class, qualified to serve as directors of the Authority and shall advise the Authority of those names in writing.

SCHEDULE E

SAINT JOHN PORT AUTHORITY

CODE OF CONDUCT

ARTICLE 1

OBJECTS AND INTERPRETATION

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

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

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

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

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

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

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

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

1.4 Application of Code. This Code applies to all directors and officers of the Authority.

1.5 Scope of Obligations. Conforming to the specific requirements of this Code shall not absolve a director or officer of responsibility for taking such additional action as may be necessary to conform with any standard of conduct or comply with any duty imposed by the Act, the Regulations, the Letters Patent, the by-laws and the policies and resolutions of the Board or otherwise by law.

1.6 Acknowledgement by Directors and Officers. Each director and officer shall acknowledge in writing to the Governance Committee that:

(a) they have read and understood this Code;

(b) to the best of their knowledge they are in compliance with this Code and neither they nor any Related Party to them has a conflict or a potential conflict within the meaning of Article 2 of this Code; and

(c) in the case of each officer, compliance with this Code is a condition of their employment.

1.7 Timing of Acknowledgement. Each director and officer shall deliver the acknowledgement described in section 1.6 of this Code to the Governance Committee:

(a) with respect to the directors serving and officers employed on the date the Letters Patent take effect, forthwith upon the Letters Patent taking effect; and

(b) with respect to all other directors at the time of their appointment and with respect to all other officers at the time of the commencement of their employment.

1.8 Annual Review. Each director and officer shall regularly review their obligations under this Code and shall on the 15th day of March of each year provide the Governance Committee with a written acknowledgement confirming such review and that, to the best of the knowledge of the director or officer:

(a) they are in compliance with this Code; and

(b) neither they nor any Related Party to them has a conflict within the meaning of Article 2 of this Code.

ARTICLE 2

CONFLICTS OF INTEREST

2.1 Conflicts Generally. A director or officer shall not allow his or her personal interests or the personal interests of a Related Party to the director or officer to conflict with or to give rise to the appearance of a conflict with the duties and responsibilities of the director or officer to the Authority or the interests of the Authority.

2.2 Specific Types of Conflicts. Without restricting the generality of section 2.1, the following represent examples of specific matters which give rise to a conflict or the appearance of a conflict on the part of a director or officer:

(a) Competition with the Authority: A director or officer or a Related Party of a director or officer engages in any activity, or has a material interest in any person which engages in an activity, which is in competition or could reasonably be expected to be in competition with the Authority's present or proposed interests;

(b) Transactions with the Authority or a User; Material Interests: A director or officer or a Related Party of a director or officer:

(c) Interest in Material Contract: A director or officer:

(d) Acceptance of Offices with Conflicted Entities: A director or officer accepts an appointment or a nomination for election to an office of, or employment with, any corporation, partnership, foundation, institute, organization, association or other entity, the business or activities of which are, or could reasonably be expected to be, in conflict with the interests of the Authority.

2.3 Conflicts For Which Approval Satisfactory. Engaging in the following activities shall be deemed not to give rise to a conflict or the appearance of a conflict on the part of a director or officer within the meaning of Article 2 of this Code provided that the director or officer obtains the written approval of the Governance Committee prior to engaging in such activities:

(a) Acceptance of Offices with Entities Benefiting from Authority: A director or officer accepts an appointment or a nomination for election to an office of, or employment with, any corporation, partnership, foundation, institute, organization, association or entity, the business or activities of which benefit or could reasonably be expected to benefit from the business of the Authority or decisions made by the Authority; and

(b) Use of Authority Property: A director or officer uses property of the Authority or property managed by the Authority for the personal benefit of the director or officer or a Related Party of the director or officer.

If a director or officer fails to obtain the written approval of the Governance Committee prior to engaging in any activity described in subsections (a) or (b) of this section, the engagement of the director or officer in such activity shall be deemed to give rise to a conflict of interest within the meaning of Article 2 of this Code.

ARTICLE 3

DISCLOSURE OF CONFLICTS

3.1 Timing of Disclosure. Written disclosure of a conflict or an appearance of a conflict shall be made by a director or officer forthwith after the director or officer becomes aware of the conflict or the appearance of a conflict within the meaning of Article 2 of this Code.

3.2 Declaration of Interest. For the purposes of this Code, a notice in writing to the Governance Committee by a director or officer providing reasonable particulars of the interest, asset, activity or position giving rise to the conflict or the appearance of a conflict together with such other material information relating to the conflict or the appearance of a conflict as shall be reasonably requested by the Governance Committee shall be deemed to be disclosure of the conflict or the appearance of a conflict.

3.3 Voting and Participation. A director or officer who is in conflict within the meaning of Article 2 of this Code shall not participate in discussions or vote on any decision of, or provide recommendations to, the Governance Committee or the Board on any matter related to the conflict. Notwithstanding the foregoing, a director or officer may participate in, vote on and provide recommendations to the Governance Committee or Board respecting any matter related to:

(a) an arrangement by way of security for money lent to, or obligations undertaken by the director or officer for the benefit of, the Authority;

(b) a contract that relates primarily to his or her remuneration as a director, officer, employee or agent of the Authority; and

(c) a contract for indemnity in favour of the director or officer or directors or officers liability insurance.

3.4 Quorum for Directors' Meetings. Nothing contained in section 3.3 shall preclude a director or officer who is in conflict within the meaning of Article 2 of this Code from being counted to determine the presence of a quorum at, a meeting of directors or committee of directors of the Authority where all or a portion of the business conducted at such meeting is consideration of the transaction or matter giving rise to the conflict, the interpretation of this Code or a determination or recommendation made pursuant to Article 4 of this Code. Notwithstanding the foregoing, a director or officer who is in conflict shall absent himself or herself from the meeting for the portion of the meeting during which the transaction or matter giving rise to the conflict is considered.

3.5 Similar Transactions. In the case of similar transactions that are, or could reasonably be expected to be, of a recurring nature and which are made or will be made in the ordinary course of the operations of the Authority, a director or officer who is in conflict as a result of such transactions shall be deemed to have complied with the disclosure requirements of this Article 3 if:

(a) in the case of the directors serving or officers employed on the date the Letters Patent take effect, forthwith upon the Letters Patent taking effect; and

(b) in the case of all directors and officers, including the directors and officers described in subsection 3.5(a), on or before the 15th day of March of each year for which such disclosure relates

the director or officer makes a single annual written disclosure to the Governance Committee setting out the nature and extent of the conflict arising as a result of the transactions together with such other information relating to the conflict as shall reasonably be requested by the Governance Committee.

ARTICLE 4

COMPLIANCE

4.1 Voluntary Activities. When a conflict arises within the meaning of Article 2 of this Code, in addition to the disclosure required under Article 3 of this Code, a director or officer may voluntarily undertake one or more of the following actions to address the conflict:

(a) Divestment: selling or causing the sale of the asset or interest giving rise to the conflict to a party which is not a Related Party;

(b) Withdrawal: resigning the position or withdrawing from the activity or causing the resignation or withdrawal; or

(c) Resignation: resigning where the director or officer is unwilling or unable to divest the asset or interest, withdraw from the activity or resign from the position giving rise to the conflict.

4.2 Voluntary Compliance Not Determinative. Voluntary compliance by a director or officer with one or more of the measures described in section 4.1:

(a) in the case of a director, shall not relieve the director from complying with such other measures as may be determined by the entity appointing the director to be appropriate in connection with a conflict or an appearance of conflict; and

(b) in the case of an officer, shall not relieve the officer from complying with such other measures as may be determined by the Board to be appropriate in connection with a conflict or an appearance of conflict.

4.3 Initial Determination by Governance Committee. Where a disclosure is made to the Governance Committee by a director or officer pursuant to Article 3 of this Code or facts are brought to the attention of the Governance Committee which indicate a conflict or appearance of conflict or failure to comply with this Code by a director or officer, the Governance Committee shall forthwith initially determine:

(a) whether the disclosure made by the director or officer indicates a conflict within the meaning of Article 2 of this Code; and

(b) whether, if applicable, the director or officer has failed to comply with this Code.

4.4 Recommendation by Governance Committee. Upon determining that a conflict exists and/or that a director or officer has failed to comply with this Code, the Governance Committee shall provide the Board with a written recommendation as to the appropriate method for the director or officer to comply with this Code which may include but is not limited to:

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

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

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

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

(a) whether the director or officer is in a conflict within the meaning of Article 2 this Code;

(b) whether the director or officer has failed to comply with this Code;

(c) whether the conflict has been or will be satisfactorily addressed through:

(d) in the case of an officer, the measures to be taken by the officer to address the conflict and any sanctions to be imposed upon the officer in connection with a failure by the officer to comply with this Code; and

(e) in the case of a director, whether to request the director to resign.

4.6 Opportunity to be Heard. The Governance Committee and the Board, as the case may be, shall provide a director or officer with an opportunity to be heard in connection with an initial determination made pursuant to section 4.3, a recommendation made pursuant to section 4.4 or a determination made pursuant to section 4.5.

4.7 Notification of Determination Respecting Officer. Upon the Board making a determination pursuant to section 4.5 in respect of an officer, the Board shall forthwith provide the officer with written notification of the determination, including the reasons therefor, together with any direction of the Board to be complied with by the officer.

4.8 Notification of Determination Respecting Director. Where the Board has determined that a director has failed to comply with this Code, the Board shall forthwith provide the entity which has appointed such director to the Board with written notification of the failure to comply along with full particulars of the circumstances giving rise thereto.

ARTICLE 5

ACCEPTANCE OR OFFERING OF GIFTS

5.1 Acceptance or Offering of Gifts. No director or officer shall offer Gifts to, or accept Gifts from, users or potential users without the prior written consent of the Governance Committee. Notwithstanding the foregoing, Gifts may be accepted or offered provided:

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

(b) the Gift is not intended to be, and is neither in such form nor of sufficient value such that it could reasonably be construed to be, a bribe or other improper payment; and

(c) the Gift is of modest value and the acceptance of the Gift is in accordance with customary business practice.

ARTICLE 6

INSIDE INFORMATION

6.1 Use of Information. A director or officer shall not use any information obtained in connection with his or her position with the Authority for personal benefit or for the benefit of any other person unless such information has been disclosed to the public or has been made available to the public. Without limiting the generality of the foregoing, a director or officer who has knowledge of a proposed action or decision by the Authority shall not purchase or sell assets or advise any other party to purchase or sell assets the value of which could be expected to be materially affected by the proposed action or decision until such time as the proposed action or decision has been announced or has been made available to the public.

6.2 Disclosure of Confidential Information. Subject to section 6.3, no director or officer shall disclose any information concerning the business and affairs or proposed business and affairs of the Authority acquired in connection with his or her position with the Authority ("Confidential Information") which has not been disclosed to the public or been made available to the public without the prior written consent of the Governance Committee.

6.3 Permitted Disclosures. A director or officer may disclose Confidential Information:

(a) to the extent that the disclosure is reasonably necessary in connection with the performance of the duties and responsibilities of the director or officer, including, without restriction, disclosures necessary in connection with a financing transaction or proposed financing transaction involving the Authority;

(b) to the extent disclosure is required by law (including, without limitation, Access to Information Act (Canada) and Privacy Act (Canada) requirements) or by a court or tribunal of competent jurisdiction; and

(c) to professional advisors of the Authority.

ARTICLE 7

OUTSIDE EMPLOYMENT

7.1 Offers of Employment or Appointment. In discharging his or her duties and responsibilities to the Authority, a director or officer shall not allow the performance of such duties and responsibilities to be affected by offers or potential offers of outside employment or appointment.

7.2 Disclosure of Offer. A director or officer who receives a firm offer of employment or appointment which may affect the performance of the director's or officer's duties or responsibilities shall forthwith disclose the offer to the Governance Committee in writing.

ARTICLE 8

RECORDS AND PRIVACY

8.1 Confidentiality Obligation. Information concerning the interests or activities or proposed interests or activities of a director or officer provided to the Governance Committee in connection with the disclosure obligations of this Code or the Regulations or otherwise obtained by the Governance Committee shall be placed in a separate personal file established for the director and officer and kept in secure safekeeping.

8.2 Privacy. Subject to disclosure of personal information in accordance with law (including, without limitation, disclosure under the Access to Information Act (Canada) and Privacy Act (Canada)), in addition to the confidentiality obligations set forth in section 8.1, the Governance Committee shall take all commercially reasonable efforts to ensure that the privacy of the director or officer disclosing personal information to the Board is fully respected.

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