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

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

DEPARTMENT OF TRANSPORT

CANADA

Letters Patent issued to the following port authorities:

TROIS-RIVIÈRES PORT AUTHORITY

BY THE MINISTER OF TRANSPORT:

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

AND WHEREAS the Canada Marine Act received Royal Assent on the 11th day of June 1998 and comes into force with respect to the Trois-Rivières 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 Trois-Rivières Port Authority is deemed to be incorporated under the Act as follows:

ARTICLE 1

EFFECTIVE DATE, DEFINITIONS AND INTERPRETATION

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

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

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

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

"Authority" means the Trois-Rivières Port Authority deemed to be incorporated by these Letters Patent; (Administration)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Nominating Committee" has the meaning ascribed to such term in section 4.23; (Comité de nomination)

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

"Permitted Indemnity or Guarantee" means financial assistance given by the Authority for the benefit of any Subsidiary, whether by way of suretyship, undertaking to compensate or otherwise, which financial assistance must state the aggregate potential liability of the Authority; (Cautionnement ou autre soutien autorisé)

"Public Notice" means the public notice mentioned in subsection 4.23(e); (Avis public)

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

"Significant Legal Proceedings" means legal proceedings for which the Authority or any Subsidiary has been served with processes claiming damages in excess of $250,000.00; (Procédure judiciaire importante)

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

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

"User Director" means a Director to be appointed pursuant to subsection 4.7(d). (Administrateur représentatif des utilisateurs)

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

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

ARTICLE 2

DESCRIPTION OF AUTHORITY

2.1 Name of Authority. The corporate name of the Authority is the Trois-Rivières Port Authority.

2.2 Registered Office of Authority. The registered office of the Authority is located at 1545, rue du Fleuve, Suite 300, Trois-Rivières, Quebec G9A 5K2.

ARTICLE 3

DESCRIPTIONS OF NAVIGABLE WATERS AND PROPERTY

3.1 Description of Navigable Waters. The navigable waters that are within the jurisdiction of the Authority are described in Schedule A hereto.

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

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

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

ARTICLE 4

DIRECTORS AND DIRECTORS' MEETINGS

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

4.2 Qualifications of Directors. The Directors shall have the following qualifications:

(a) the Director appointed by the Governor in Council on the nomination of the Minister, the Director appointed by the cities of Trois-Rivières, Trois-Rivières-Ouest and Cap-de-la-Madeleine, and the Director appointed by the Province of Quebec shall have generally acknowledged and accepted stature within the transportation industry or the business community; and

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

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

(a) an individual who is a mayor, councillor, officer or employee of any one of the cities described in subsection 4.7(b);

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

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

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

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

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

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

(h) an undischarged bankrupt.

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

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

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

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

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

(b) the cities of Trois-Rivières, Trois-Rivières-Ouest and Cap-de-la-Madeleine appoint one individual;

(c) the Province of Quebec appoints one individual; and

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

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

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

(b) the initial term of the Director appointed by the cities of Trois-Rivières, Trois-Rivières-Ouest and Cap-de-la-Madeleine pursuant to subsection 4.7(b) shall be for a period of one (1) year; and

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

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

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

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

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

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

4.11 Ceasing to Hold Office. A Director shall cease to hold office when:

(a) the Director dies or resigns;

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

(c) the Director is no longer qualified to hold office under section 4.3; or

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

4.19 Duties of Secretary. The secretary shall keep the minute books and records of the Authority, give or cause to be given all required notices, and receive proxies. The secretary shall have all the powers and duties customarily attached to such office and all the powers and duties assigned to the secretary by the Board, the chairperson or the chief executive officer.

4.20 Process for Appointment of Directors. The Board shall coordinate the process for the appointment of Directors as follows:

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

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

(c) upon notification of the expiry of the term of office of a User Director, initiate the consultation process described in section 4.23 so as to compile a list of candidates for the Minister to proceed with the consultation process provided for in paragraph 14(1)(d) of the Act.

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

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

(b) call to a meeting, by means of a notice sent no later than five (5) business days prior to the date of said meeting, all users meeting any of the criteria listed in Schedule D;

(c) serve as secretary to such meeting to elect a Nominating Committee composed of three representatives of Class A, two representatives of Class B and two representatives of Class C;

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

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

4.22 Scope of Process. Nothing in the process described in section 4.23 is intended to or shall derogate from, interfere with or substitute for, any consultation, inquiry, public input or process the Minister chooses to undertake in determining the candidates to be nominated by the Minister pursuant to the provisions of paragraph 14(1)(d) of the Act. The Minister, in consultation with users, shall at all times have the flexibility and discretion to nominate as User Directors persons other than those persons recommended by the Nominating Committee to ensure an appropriate mix of Board members at all times.

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

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

(b) that any subcontract arising directly or indirectly from a contract described in subsection 4.25(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.

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

ARTICLE 5

CODE OF CONDUCT

5.1 The Code of Conduct governing the conduct of the Directors and Officers of the Authority is set out in Schedule E hereto.

ARTICLE 6

GROSS REVENUE CHARGE

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

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

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

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

(d) "Permitted Exclusions" means:

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

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

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

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

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

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

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

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

6.3 Payment of Gross Revenue Charge. The Authority shall pay the Gross Revenue Charge for a particular Fiscal Year to the Minister no later than ninety (90) days from the end of such Fiscal Year.

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

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

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

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

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

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

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

ARTICLE 7

ACTIVITIES AND POWERS OF THE AUTHORITY AND SUBSIDIARIES

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

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

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

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

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

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

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

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

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

(i) maintenance of and dredging of shallows in the navigable waters along the wharves within the Authority's jurisdiction;

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

(k) operation or maintenance of a marina within the boundaries of the port;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(h) carrying on activities described in section 7.3 on real property, other than federal real property, described in Schedule C or described as real property other than federal real property in any supplementary letters patent;

(i) leasing or obtaining any personal rights from the Authority in respect of real property for, or in connection with, the activities described in section 7.3;

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

(k) in exercising the remedies available to it as lessor or licensor of premises on real property other than federal real property, the conduct of any activity from or use of such premises;

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

(m) providing consulting services and expertise to parties outside the port boundaries for the establishment, operation and development of ports or organizations carrying on port activities;

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

ARTICLE 8

LEASING AND CONTRACTING

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

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

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

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

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

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

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

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

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

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

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

(d) exceptions to tendering requirements:

ARTICLE 9

BORROWING

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

9.2 Limit on Borrowing Power. The Authority shall not incur any item of Borrowing so that the aggregate Borrowing of the Authority would exceed $4 million.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE 10

SUBSIDIARIES

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

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

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

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

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

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

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

10.5 Prohibition on Financial Assistance. Other than Permitted Guarantees or Indemnities, no suretyship, undertaking to compensate, other such financial assistance or other agreement or commitment may be given by or on behalf of the Authority for the discharge of an obligation or liability of a Subsidiary, whether such obligation or liability be contingent or otherwise.

ARTICLE 11

FEDERAL OBLIGATIONS

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

(a) Agreement on Internal Trade;

(b) North American Free Trade Agreement;

(c) Canada-Chile Free Trade Agreement;

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

(e) Port State Control Agreements;

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

11.2 Federal Identity. The Authority shall:

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

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

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

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

ARTICLE 12

BY-LAWS

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

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

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

SCHEDULE A

TROIS-RIVIÈRES PORT AUTHORITY

DESCRIPTION OF NAVIGABLE WATERS

For the purposes of this Act, the harbour of Trois-Rivières shall comprise that portion of the St. Lawrence River lying between the eastern and western boundaries hereinafter described and extending in the River St. Maurice to the northerly boundary of the city of Trois-Rivières where it crosses the River St. Maurice, and shall include all water and beach up to tidal high water on both sides of the said Rivers and on the shores of islands contained within the harbour limits. The westerly boundary of the harbour shall be a line drawn parallel to and one mile easterly perpendicularly from the line joining the intersection with high water mark on the north shore of the St. Lawrence River of the boundary line of the parishes of Trois-Rivières and Pointe du Lac and the intersection with high water mark on the south shore of the River of the boundary line of the parishes of St. Grégoire and Nicolet. The easterly limit shall be a line drawn through triangulation monument No. XII, situate on the north shore of the St. Lawrence River on Lottinville point in the parish of Cap de la Madeleine, and triangulation monument No. XII-1 situate on the south shore of the St. Lawrence River on the extremity of Bécancour point on Île Dorval or Montessen in the parish of Bécancour.

SCHEDULE B

TROIS-RIVIÈRES PORT AUTHORITY

DESCRIPTION OF FEDERAL REAL PROPERTY

1. FEDERAL REAL PROPERTY

REGISTRATION DIVISION OF TROIS-RIVIÈRES

Municipality: Trois-Rivières

Lot l 018 717

A plot of land known and described as Lot 1 018 717 of the cadastre of Québec, Registration Division of Trois-Rivières, containing an area of 1.77 ha., excluding the following part:

A piece of land, on the southeast side of Notre-Dame Street, measuring 537 feet across the front, 234 feet deep along its southwesterly limit and 80 feet deep along its northeasterly limit, excluding the beach of the St. Lawrence River; abutting on the front on the said Notre-Dame Street, on the back on the said beach, on the northeast on the land of the Commune of Trois-Rivières and on the southwest on Lot 539 (owned by the Corporation of Trois-Rivières), which piece of land includes Lots 540, 541 and 542 as well as the land lying between Notre-Dame Street on the northeast and the beach of the St. Lawrence River on the southeast. Excluded from this piece of land is the portion thereof serving as the site of the "Vieux Moulin", situated on part of Lots 541 and 542 and owned by the National Harbours Board, which acquired it from the City of Trois-Rivières. This portion of land to be excluded is described as follows: a plot of land, in the shape of a rectangular trapezium, measuring Seventy feet (70.0' or 21.34 m) along its northeasterly limit, One Hundred and Twelve feet and One tenth (112.1' or 34.17 m) along its easterly limit, One Hundred and Twenty-eight feet (128.0' or 39.01 m) along it southwesterly limit and Ninety-five feet and Nine tenths (95.9' or 29.23 m) along its northwesterly limit; bounded on the northeast by part of Lot 542, on the east by part of Lot 542, on the east by a plot of land with no cadastral description, on the southwest by part of Lot 541 and on the northwest by Notre-Dame Street; containing and area of Nine Thousand Four Hundred and Ninety-seven square feet (9,497 sq ft or 882.3 sq m).

Lot 1 019 200

A plot of land known and described as Lot 1 019 200 of the cadastre of Québec, Registration Division of Trois-Rivières, containing an area of 161.3 m².

Lot 1 019 204

A plot of land known and described as Lot 1 019 204 of the cadastre of Québec, Registration Division of Trois-Rivières, containing an area of 1,681.8 m².

Lot 1 019 206

A plot of land known and described as Lot 1 019 206 of the cadastre of Québec, Registration Division of Trois-Rivières, containing an area of 3,443.5 m².

Lot 1 018 481 Pt

Full Lot 1 018 481 is described as a plot of land known and described as Lot 1 018 481 of the cadastre of Québec, Registration Division of Trois-Rivières, containing an area of 2,080.1 m².

A small portion of this lot is excluded from federal government ownership, being part of old Lot 577 described as follows:

A plot of land known and described as part of Lot Five Hundred and Seventy-seven (Pt 577) of the official cadastre of the City of Trois-Rivières; bounded on the northwest by Notre-Dame Street and measuring One foot and Twenty-five hundredths (1.25') along this boundary, on the northeast by Lot Five Hundred and Seventy-eight (578) and measuring Forty-five feet and Three tenths (45.3') along this boundary, on the southeast by another part of the said Lot Five Hundred and Seventy-seven (Pt 577) remaining the property of Maple Leaf Mills Ltd. and measuring Six tenths of a foot (0.6') along this boundary and on the southwest by another part of the said Lot Five Hundred and Seventy-seven (P 577) remaining the property of Maple Leaf Mills Ltd. and measuring Forty-six feet and Fifty-five hundredths (46.55') along this boundary; no building; containing an area of 2.59 m².

Lot 1 018 710

A plot of land known and described as Lot 1 018 710 of the cadastre of Québec, Registration Division of Trois-Rivières, containing an area of 7,498.9 m².

Lot 1 018 708

A plot of land known and described as Lot 1 018 708 of the cadastre of Québec, Registration Division of Trois-Rivières, containing an area of 419.4 m².

Lot 1 018 707

A plot of land known and described as Lot 1 018 707 of the cadastre of Québec, Registration Division of Trois-Rivières, containing an area of 5,357.2 m².

Lot 1 210 699

A plot of land known and described as Lot 1 210 699 of the cadastre of Québec, Registration Division of Trois-Rivières, containing an area of 1,541.8 m².

Lot 1 210 700

A plot of land known and described as Lot 1 210 700 of the cadastre of Québec, Registration Division of Trois-Rivières, containing an area of 151.5 m².

Lot 598-2 Pt

Full Lot 598-2 is described as a lot of irregular shape bounded on the northeast by Lot 2331 (René Street), on the southeast by Lot 2328 (du Fleuve Street), on the southwest by Lot 598-3 and on the northwest by Lot 598-1; measuring One Hundred and Twenty feet and Eight tenths (120.8') on the northeast, Fifty feet and Seven tenths (50.7') on the southeast, One Hundred and Eleven feet and Eight tenths (111.8') on the southwest and Fifty feet (50.0') on the northwest; containing an area of Five Thousand Eight Hundred and Fifteen square feet, British measure (5,815.0 sq. ft.).

The following part of Lot 598-2 is excluded from federal ownership:

A parcel of land known and described as part of Subdivision Two of original Lot Five Hundred and Ninety-eight (598-Pt 2) of the official cadastre of the City of Trois-Rivières; of triangular shape, bounded on the southeast by Lot 2338 (du Fleuve Street), on the southwest by part of Lot 598-3 and on the northwest by part of Lot 598-2; measuring Five metres and Ninety-three hundredths (5.93 m) on the southeast, One metre and Twenty-six hundredths (1.26 m) on the southwest and Six metres and Twenty-five hundredths (6.25 m) on the northwest; containing an area of Three square metres and Sixty-eight hundredths (3.68 m²).

Lot 1 302 097

A plot of land known and described as Lot 1 302 097 of the cadastre of Québec, Registration Division of Trois-Rivières, containing an area of 205.5 m².

Lot 1 302 096

A plot of land known and described as Lot 1 302 096 of the cadastre of Québec, Registration Division of Trois-Rivières, containing an area of 921.6 m².

Lot 1 302 095

A plot of land known and described as Lot 1 302 095 of the cadastre of Québec, Registration Division of Trois-Rivières, containing an area of 1,537.4 m².

Lot 1 302 094

A plot of land known and described as Lot 1 302 094 of the cadastre of Québec, Registration Division of Trois-Rivières, containing an area of 545.4 m².

Lot 1 302 092

A plot of land known and described as Lot 1 302 092 of the cadastre of Québec, Registration Division of Trois-Rivières, containing an area of 4.0 m².

Lot 1 302 090

A plot of land known and described as Lot 1 302 090 of the cadastre of Québec, Registration Division of Trois-Rivières, containing an area of 140.6 m².

Lot 1 302 091

A plot of land known and described as Lot 1 302 091 of the cadastre of Québec, Registration Division of Trois-Rivières, containing an area of 5.7 m².

Part of original Lot 2189

Of irregular shape, being part of Lot 2189 of the official cadastre of the City of Trois-Rivières; bounded on the northwest by Terrasse Turcotte or Turcotte Boulevard, on the southwest by the property of the National Harbours Board between its boundary markers B-29 and B-30 and also part of Lot 2188, on the southeast by the property of the National Harbours Board between its boundary markers B-30 and B-31 and on the northeast by Lot 2190; measuring Two Hundred and Seventy-eight feet (278.0') along its S43°53'W limit, Thirty-nine feet (39.0') along its S38°10'E limit, Two Hundred and Seventy-four feet and Five tenths (274.5') along its N45°15'E limit and Forty-six feet (46.0') along its N34°43'W limit; containing an area of 0.314 arpents, more or less, or about 11.527 sq. ft.

Lot 1 302 073

A plot of land known and described as Lot 1 302 073 of the cadastre of Québec, Registration Division of Trois-Rivières, containing an area of 2,282.8 m².

Lot 1 212 171

A plot of land known and described as Lot 1 212 171 of the cadastre of Québec, Registration Division of Trois-Rivières, containing an area of 11,176.2 m².

Lot 1 212 172

A plot of land known and described as Lot 1 212 172 of the cadastre of Québec, Registration Division of Trois-Rivières, containing an area of 261.7 m².

Lot 1 212 173

A plot of land known and described as Lot 1 212 173 of the cadastre of Québec, Registration Division of Trois-Rivières, containing an area of 1,411.2 m²

REGISTRATION DIVISION OF NICOLET

Municipality: City of Bécancour

Lot 149-1:

Lot of irregular shape, bounded on the northeast by the St Lawrence River and Lots 101-10, 103-4, 103-2 and 103-1, on the southeast by a public thoroughfare, on the southwest by Lot 87-10 and the St Lawrence River and on the northwest by the St Lawrence River; measuring One Thousand Seven Hundred and Sixty-one feet and Two tenths (1,761.2') along the northeast, Two Hundred and Thirty-four feet (234.0') along the southeast, One Thousand Nine Hundred and Twenty-eight feet and Seven tenths (1,928.7') along the southwest and One Hundred and Forty feet (140.0') along the northwest; containing an area of Two Hundred and Forty-six Thousand and One Hundred square feet (246,100 sq ft).

2. REAL PROPERTY ON THE BED OF THE ST. LAWRENCE RIVER

REGISTRATION DIVISION OF TROIS-RIVIÈRES

Municipality: Trois-Rivières

Lot 1 018 712

A plot of land known and described as Lot 1 018 712 of the cadastre of Québec, Registration Division of Trois-Rivières, containing an area of 36.72 ha.

Beach lot, with no cadastral description, situated within the limits of the Port of Trois-Rivières and fronting on the St Lawrence River, being described as follows:

Of irregular shape, bounded on the northwest by Lot 1 018 708 of the cadastre of Québec, Lots 707 and 727 to 729, part of Lot 2328 and part of Lot 2328 (Notre-Dame Street) of the cadastre of the City of Trois-Rivières and part with no cadastral description, on the northeast by Lot 1 018 707 of the cadastre of Québec, Lots 727, 728, 4048, 4053 and 4054 of the cadastre of the City of Trois-Rivières and the St Lawrence River, on the southeast by Lots 727 to 729 of the cadastre of the City of Trois-Rivières and the St Lawrence River and on the southwest by Lots 1 018 707, 1 018 710 and 1 018 712 of the cadastre of Quebec and Lots 727 and 729 of the cadastre of the City of Trois-Rivières; containing an area of 8,592.1 m².

Beach lot, with no cadastral description, situated within the limits of the Port of Trois-Rivières and fronting on the St Lawrence River, being described as follows:

Of irregular shape, bounded on the northwest by part with no cadastral description and Lots 4061 and 2505, on the northeast by Lots 4060 and 4062, on the southeast by Lot 4060 and the St Lawrence River, on the south by Lot 4060 and on the southwest by Lots 4050, 4053, 4057 and 4061; containing an area of 5,044.8 m².

REGISTRATION DIVISION OF CHAMPLAIN

Municipality: City of Cap-de-la-Madeleine

Block 1

Lot of irregular shape, being part of the bed of the St Lawrence River and described in the original survey as Block 160 of the St Lawrence River; bounded on the northeast by Lot 620 and the St Lawrence River (no cadastral description), on the southeast and the southwest by the St Lawrence River (no cadastral description) and on the northwest by a plot of land with no cadastral description and Lots 129, 120 and 119-9; measuring Six Hundred and Eighty-nine feet and Nine tenths (689.9', or 210.28 m) along its northeasterly limit, One Thousand Three Hundred and Seventy-three feet and Five tenths (1,373.5', or 418.64 m) along its southeasterly limit, Three Hundred and Ninety-five feet and Fifteen hundredths (395.15', or 120.44 m) along its southwesterly limit and Eight Hundred and Sixty-two feet and Five tenths (862.5', or 262.89 m), Forty-two feet and One tenth (42.1', or 12.83 m), Eighty-eight feet and Seven tenths (88.7', or 27.03 m), One Hundred and Twenty-five feet (125', or 38.10 m), Thirty-eight feet and One tenth (38.1', or 11.61 m), Sixty-eight feet and Four tenths (68.4', or 20.85 m), One Hundred and Nineteen feet and Thirty-five hundredths (119.35', or 36.38 m) and One Hundred and Twenty-six feet and Eight tenths (126.8', or 38.65 m) along its northwesterly limits; containing an area of Six Hundred and Eight-nine Thousand Nine Hundred and Eighty square feet, British measure (689,980 sq. ft., or 64,101.12 m²).

Beach and deep-water lot, with no cadastral description, situated within the limits of the Port of Trois-Rivières, being part of the east shore of the St Maurice River, bounded as follows:

on the northeast: by Lots 185-1, 185-2, 185-3, 398, 397-1 and 397-2;

on the east: by the St Maurice River;

on the southwest: by the St Maurice River;

on the west: by the St Maurice River;

containing an area of Fourteen Thousand Six Hundred and Ninety-four square metres and Six tenths (14,694.6 m²).

REGISTRATION DIVISION OF NICOLET

Municipality: City of Bécancour

Block 1

Lot of irregular shape, being part of the bed of the St Lawrence River and described in the original survey as Block 159 of the St Lawrence River; bounded on the southeast by Lots 85-11 (Street), 86-16-2, 86-16-1, 86-17, 101-10-10 (Street), 101-10-8, 101-10-2, 149-1 and 87-10, on the southwest by Lot 149-1 and the St Lawrence River (part not in the cadastral survey), on the northwest by the St Lawrence River (part not in the cadastral survey), on the northeast by the St Lawrence River (part not in the cadastral survey) and Lot 149-1; measuring One Hundred and Forty feet (140', or 42.67 m) southeasterly along Lot 149-1, Nine Hundred and Thirty-eight feet (938', or 285.90 m) and One Thousand Six Hundred and Ninety-seven feet and Five tenths (1,697.5', or 517.40 m) along its southwesterly limits, Nine Hundred and Sixty-four feet and Five tenths (964.5', or 293.98 m) along its northwesterly limit and Nine Hundred and Nine feet (909', or 277.06 m) and One Thousand Six Hundred and Twenty-four feet and Five tenths (1,624.5', or 495.15 m) along its northeasterly limits; containing an area of One Million Three Hundred and Sixty-six Thousand square feet, British measure (1,366,000 sq. ft., or 126,905.32 m²).

2.1 BED OF THE ST. LAWRENCE RIVER

Title to the bed of the St. Lawrence River remains to be clarified, but Her Majesty declares that it would for the most part be the property of Her Majesty in right of the Province of Québec.

3. EXCLUSIONS

Federal real property the administration of which is under any member of the Queen's Privy Council for Canada other than the Minister of Transport or any successor if the Minister does not have the consent of that other member pursuant to the paragraph 44(2)(b) of the Act.

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

SCHEDULE C

TROIS-RIVIÈRES PORT AUTHORITY

DESCRIPTION OF OTHER REAL PROPERTY

(Intentionally deleted)

SCHEDULE D

TROIS-RIVIÈRES PORT AUTHORITY

CLASSES OF USERS

Class A: Users holding a permanent asset worth more than $1,000,000 within the boundaries of the Trois-Rivières Port Authority according to the municipal assessment.

Class B: Users paying the Trois-Rivières Port Authority indexed fees of more than $50,000 annually, consisting of revenue from rent, harbour dues, berthage or wharfage.

Class C: Users paying the Trois-Rivières Port Authority indexed fees of less than $50,000 annually, consisting of revenue from rent, harbour dues, berthage and wharfage.

SCHEDULE E

TROIS-RIVIÈRES PORT AUTHORITY

CODE OF CONDUCT

ARTICLE 1

OBJECTS AND INTERPRETATION

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

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

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

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

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

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

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

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

1.4 Application of Code. This Code applies to all Directors and Officers of the Authority.

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

1.6 Acknowledgement by Directors and Officers. Each Director and Officer shall acknowledge in writing to the Board that:

(a) they have read and understood this Code;

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

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

1.7 Timing of Acknowledgement. Each Director and Officer shall deliver the acknowledgement described in section 1.6 of this Code to the Board:

(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 Board with a written acknowledgement confirming such review and that, to the best of the knowledge of the Director or Officer:

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

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

ARTICLE 2

CONFLICTS OF INTEREST

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

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

(a) Competition with the Authority: A Director or Officer or a Related Party of a Director or Officer engages in any activity, or has a material interest in any person which engages in an activity, which is or could be in competition with the present or potential interests of the Authority;

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

(c) Interest in Material Contract: A Director or Officer:

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

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

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

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

If a Director or Officer fails to obtain the written approval of the Board 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 Board by a Director or Officer providing reasonable particulars of the interest, asset, activity or position giving rise to a conflict or the appearance of a conflict together with such other material information relating to the conflict or the appearance of a conflict as shall be reasonably requested by the Board 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 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 Board respecting any matter related to:

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

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

(c) a contract for indemnity in favour of the liability insurance of the Director or Officer or the Directors or Officers.

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

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

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

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

the Director or Officer makes a single annual written disclosure to the Board setting out the nature and extent of the conflict arising as a result of the transactions together with such other information as shall reasonably be requested by the Board.

ARTICLE 4

COMPLIANCE

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

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

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

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

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

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

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

4.3 Determination by Board. Where a disclosure is made to the Board by a Director or Officer pursuant to Article 3 of this Code or facts are brought to the attention of the Board which indicate a conflict or appearance of conflict or failure to comply with this Code by a Director or Officer, the Board shall forthwith determine:

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

(b) whether the Director or Officer has failed to comply with this Code;

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

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

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

4.4 Opportunity to be Heard. The Board shall provide a Director or Officer with an opportunity to be heard in connection with a determination made pursuant to section 4.3.

4.5 Notification of Determination Respecting Officer. Upon the Board's making a determination pursuant to section 4.3 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.

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

ARTICLE 5

ACCEPTANCE OR OFFERING OF GIFTS

5.1 Acceptance or Offering of Gifts. No Director or Officer shall offer Gifts to, or accept Gifts from, users or potential users without the prior written consent of the Board. Notwithstanding the foregoing, Gifts may be accepted or offered provided that:

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

(b) the Gift is neither in such form nor of sufficient value that it could reasonably be construed to be a bribe or other improper payment; and

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

ARTICLE 6

INSIDE INFORMATION

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

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

6.3 Permitted Disclosures. A Director or Officer may disclose Confidential Information:

(a) to the extent that the disclosure is reasonably necessary in connection with the performance of the duties and responsibilities of the Director or Officer, including disclosures necessary in connection with a financing transaction or proposed financing transaction involving the Authority;

(b) to the extent disclosure is required by law (including Access to Information Act (Canada) and Privacy Act (Canada) requirements) or by a court or tribunal of competent jurisdiction; and

(c) to professional advisors of the Authority.

ARTICLE 7

OUTSIDE EMPLOYMENT

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

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

ARTICLE 8

RECORDS AND PRIVACY

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

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

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