Obligation Canada Export Development 1.25% ( US30216BCS97 ) en USD

Canada Export Development

100 % ▼

Canada

US30216BCS97 ( en USD )

1.25% par an ( paiement semestriel )

26/10/2016 - Obligation échue

Prospectus brochure de l'obligation Export Development Canada US30216BCS97 en USD 1.25%, échue

5 000 USD

1 000 000 000 USD

30216BCS9

Export Development Canada (EDC) est une société d'État canadienne qui aide les entreprises canadiennes à réussir à l'international en offrant des services de financement, d'assurance et de cautionnement à l'exportation, ainsi que des services-conseils et du soutien à la recherche de marchés.

L'Obligation émise par Canada Export Development ( Canada ) , en USD, avec le code ISIN US30216BCS97, paye un coupon de 1.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 26/10/2016

P R O S P E C T U S
S U P P L E M E N T
(To prospectus dated December 17, 2009)
Export Development Canada
(An agent of Her Majesty in right of Canada)
Exportation et développement Canada
(Mandataire de Sa Majesté du chef du Canada)
U.S. $1,000,000,000
1.250% United States Dollar Bonds due October 26, 2016
Export Development Canada will pay interest on the bonds semi-annually in arrears on April 26 and
October 26 of each year, commencing April 26, 2012. Interest will accrue from October 26, 2011. EDC cannot
redeem the bonds prior to maturity unless certain events occur involving Canadian taxation as further described
in "Description of Bonds -- Maturity, Redemption and Purchases". The bonds will mature on October 26, 2016.
The bonds will constitute direct unconditional obligations of EDC and as such will carry the full faith and
credit of Canada and will constitute direct unconditional obligations of and by Canada. The payment of the
principal of and interest on the bonds will constitute a charge on and be payable out of the Consolidated Revenue
Fund of Canada.
Application has been made for the bonds offered by this prospectus supplement to be admitted to the
Official List of the Luxembourg Stock Exchange and for such bonds to be admitted to trading on the Euro MTF
Market of the Luxembourg Stock Exchange. Unless the context otherwise requires, references in this prospectus
supplement to the bonds being "listed" shall mean that the bonds have been admitted to trading on the Euro MTF
Market and have been admitted to the Official List of the Luxembourg Stock Exchange. The Underwriters will
purchase all of the bonds if any are purchased.
Per Bond
Total
Public offering price(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.696%
U.S. $996,960,000
Underwriting discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.125%
U.S. $
1,250,000
Proceeds, before expenses, to EDC(1) . . . . . . . . . . . . . . . . . .
99.571%
U.S. $995,710,000
(1) Plus accrued interest from October 26, 2011, if settlement occurs after such date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.
We expect that the bonds will be ready for delivery in book-entry form only through The Depository
Trust Company, CDS Clearing and Depository Services Inc., Clearstream, Luxembourg or Euroclear, as the case
may be, on or about October 26, 2011.
BNP PARIBAS
HSBC
J.P. Morgan
RBC Capital Markets
Barclays Capital
BofA Merrill Lynch
CIBC
Citigroup
Credit Suisse
Deutsche Bank Securities
Mizuho International plc
Morgan Stanley
RBS
Scotia Capital
Société Générale Corporate & Investment Banking
TD Securities
The date of this prospectus supplement is October 19, 2011.

TABLE OF CONTENTS
Page
Prospectus Supplement
Summary of the Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Description of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Clearing and Settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-9
Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-14
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-17
Authorized Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-17
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-17
Basic Prospectus
About this Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
Where You Can Find More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
Jurisdiction and Consent to Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
Export Development Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
Use of Proceeds
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
Description of the Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10
Authorized Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11
Public Official Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11
This prospectus supplement should be read together with the prospectus dated December 17, 2009 of Export
Development Canada ("EDC") (the "basic prospectus") which contains, or incorporates by reference,
information regarding EDC, Canada and other matters, including a description of certain terms of EDC's
securities. EDC has not authorized anyone to provide any information other than that contained or incorporated
by reference in this prospectus supplement and the basic prospectus. EDC takes no responsibility for, and can
provide no assurance as to the reliability of, any other information that others may give you. Neither EDC nor the
Underwriters are making an offer to sell these bonds in any jurisdiction where the offer or sale is not permitted.
You should assume that the information appearing in this prospectus supplement and the accompanying basic
prospectus, as well as the information previously filed by EDC with the United States Securities and Exchange
Commission (the "SEC") and incorporated by reference in the accompanying basic prospectus, is accurate only
as of the date of such documents. That portion of the bonds being offered by this prospectus supplement and
the accompanying basic prospectus to be sold in the United States or in circumstances where registration of the
bonds is required has been registered under registration statement no. 333-162531 which EDC has filed with the
SEC. Further information regarding EDC and the bonds may be found in registration statement no. 333-162531.
EDC and Canada file reports and other information with the SEC in the United States. You may read and
copy any document EDC or Canada files at the SEC's public reference room at 100 F Street, N.E., in
Washington, D.C. Please call the SEC at 1-800-SEC-0330 for more information on the public reference rooms
and their copy charges. EDC's and Canada's SEC filings are also available to the public from the SEC's website
at www.sec.gov and will be available at the offices of the Luxembourg listing agent.
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EDC expects that delivery of the bonds will be made against payment therefor on or about the date specified
on the cover page of this prospectus supplement, which is five business days following the date of pricing of the
bonds (such settlement cycle being herein referred to as "T+5"). You should note that the trading of the bonds on
the date of pricing or the next succeeding business day may be affected by the T+5 settlement. See
"Underwriting".
The distribution of this prospectus supplement and the accompanying basic prospectus and the offering of
the bonds in certain jurisdictions may be restricted by law. In particular, in the case of offers in the European
Economic Area, or EEA, the bonds may not be offered or sold, directly or indirectly, except in circumstances that
will result in compliance with Directive 2003/71/EC of the European Parliament and of the Council of
4 November 2003 (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the
Relevant Member State) and any implementing legislation in any Relevant Member State (as defined below)
(the "Prospectus Directive") and any other applicable laws and regulations. Persons in whose possession this
prospectus supplement and the accompanying basic prospectus come should inform themselves about and
observe any such restrictions. This prospectus supplement and the accompanying basic prospectus do not
constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which
such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified
to do so or to any person to whom it is unlawful to make such offer or solicitation. See "Underwriting".
This prospectus supplement has been prepared on the basis that all offers of bonds in any member state of
the EEA which has implemented the Prospective Directive (a "Relevant Member State") will be made pursuant
to an exemption under the Prospectus Directive from the requirement to produce and publish a prospectus for
offers of the bonds. Accordingly, any person making or intending to make any offer in that Relevant Member
State of the bonds which are the subject of the placement referred to in this prospectus supplement may only do
so in circumstances in which no obligation arises for EDC or the Underwriters to produce and publish a
prospectus pursuant to Article 3 of the Prospectus Directive, or supplement a prospectus pursuant to Article 16 of
the Prospective Directive, in relation to such offer. Neither EDC nor the Underwriters have authorized, nor do
they authorize, the making of any offer of the bonds in circumstances in which an obligation arises for EDC or
the Underwriters to publish a prospectus or supplement a prospectus for such offer. EDC has not authorized and
does not authorize the making of any offer of the bonds through any financial intermediary, other than offers
made by the Underwriters resulting in sales constituting the final placement of the bonds contemplated in this
prospectus supplement.
References in this prospectus supplement to "U.S. $" and "United States dollars" are to the lawful money of
the United States of America and all references to the "European Economic Area" or "EEA" are to the Member
States of the European Union together with Iceland, Norway and Liechtenstein.
In this prospectus supplement, unless otherwise indicated, dollar amounts are expressed in United States
dollars. On October 19, 2011 the noon spot rate of the Bank of Canada for conversion of United States dollars
("U.S. $") to Canadian dollars ("Cdn. $") was U.S. $1.00 = Cdn. $1.01.
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SUMMARY OF THE OFFERING
The following summary is qualified in its entirety by, and should be read in conjunction with, the more
detailed information appearing elsewhere in this prospectus supplement and the accompanying basic prospectus.
Issuer
Export Development Canada, an agent of Her Majesty in right of
Canada,
150
Slater
Street,
Ottawa,
Ontario,
Canada
K1A 1K3
(Phone: (613) 598-2800).
Securities Offered
U.S. $ 1,000,000,000 principal amount of 1.250% United States Dollar Bonds
due October 26, 2016.
Interest Payment Dates
April 26 and October 26 of each year, commencing April 26, 2012.
Redemption
We will not redeem the bonds prior to maturity, unless certain events occur
involving
Canadian
taxation.
See
"Description
of
Bonds -- Maturity,
Redemption and Purchases".
Markets
We will offer the bonds for sale in the United States, Canada, Europe and Asia.
See "Underwriting".
Listing
Application has been made to list (as defined on the cover page of this
prospectus supplement) the bonds on the Euro MTF Market of the Luxembourg
Stock Exchange in accordance with the rules of the Luxembourg Stock
Exchange. In certain circumstances, we may cease to maintain such listing and
agree to use our reasonable efforts to obtain an alternative listing. See "General
Information -- No Obligation to Maintain Listing".
Status
The bonds will constitute our direct unconditional obligations and as such will
carry the full faith and credit of Canada and will constitute direct unconditional
obligations of and by Canada.
Form and Settlement
We will issue the bonds in the form of one or more fully registered global bonds
registered in the name of Cede & Co., as nominee of The Depository
Trust Company ("DTC") and will record the global bonds in a register held by
Citibank, N.A., as Registrar. You may hold a beneficial interest in a global bond
through DTC, CDS Clearing and Depository Services Inc. ("CDS"),
Clearstream Banking, société anonyme ("Clearstream, Luxembourg") or
Euroclear Bank S.A./N.V. ("Euroclear") directly as a participant in one of those
systems or indirectly through organizations which are participants in any of
those systems.
As an owner of a beneficial interest in a global bond, you will generally not be
entitled to have bonds registered in your name, will not be entitled to receive
certificates in your name evidencing the bonds and will not be considered the
holder of any bonds under the Fiscal Agency Agreement (as defined below).
We will issue the bonds only in denominations of U.S. $5,000 and integral
multiples of U.S. $5,000.
Withholding Tax
We will make payments of principal and interest in respect of the bonds without
withholding or deducting for Canadian withholding tax as set forth in "Tax
Matters -- Canadian Federal Income Tax Consequences" and in "Description of
the Debt Securities -- Payment of Additional Amounts" in the accompanying
basic prospectus.
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DESCRIPTION OF BONDS
General
The 1.250% United States Dollar Bonds due October 26, 2016 in the initial aggregate principal amount of
U.S. $ 1,000,000,000 will be issued subject to a fiscal and paying agency agreement to be dated as of October 26,
2011 (the "Fiscal Agency Agreement") between EDC and Citibank, N.A., as fiscal agent, transfer agent, registrar
and principal paying agent (the "Registrar").
The terms and conditions of the bonds are summarized below and are subject to the detailed provisions of
the Fiscal Agency Agreement and the exhibits thereto, including the form of the global bonds, a copy of which
will be incorporated by reference as an exhibit to registration statement no. 333-162531 and will be available for
inspection at the offices of The Bank of New York Mellon (Luxembourg) S.A. in Luxembourg. The bonds and
the Fiscal Agency Agreement together constitute a contract, all of the terms and conditions of which the
registered holder, by acceptance of the bonds, assents to and is deemed to have notice of. Additional terms of the
bonds are described in the accompanying basic prospectus under the heading "Description of the Debt
Securities".
References to principal and interest in respect of the bonds shall be deemed also to refer to any Additional
Amounts which may be payable. See "Description of the Debt Securities -- Payment of Additional Amounts" in
the accompanying basic prospectus.
Status of the Bonds
The bonds will constitute direct unconditional obligations of EDC and as such will carry the full faith and
credit of Canada and will constitute direct unconditional obligations of and by Canada. Payments of the principal
of and interest on the bonds will constitute a charge on and be payable out of the Consolidated Revenue Fund of
Canada. The obligations of EDC under the bonds rank equally with all of EDC's other unsecured and
unsubordinated indebtedness and obligations from time to time outstanding.
Form, Denomination and Registration
The bonds will be issued in the form of one or more fully registered global bonds registered in the name of
Cede & Co., as nominee of DTC. Beneficial interests in the global bonds will be represented through book-entry
accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in DTC.
Investors may elect to hold interests in the global bonds directly through any of DTC (in the United States), CDS
(in Canada) or Clearstream, Luxembourg or Euroclear (in Europe) if they are participants in such systems, or
indirectly through organizations which are participants in such systems. CDS will hold interests on behalf of its
participants directly through its account at DTC, and Clearstream, Luxembourg and Euroclear will hold interests
on behalf of their participants through customers' securities accounts in their respective names on the books of
their respective depositaries (the "U.S. Depositaries"), which in turn will hold such interests in customers'
securities accounts in the names of the U.S. Depositaries on the books of DTC. Except in the limited
circumstances described herein, owners of beneficial interests in the global bonds will not be entitled to have
bonds registered in their names, will not receive or be entitled to receive physical delivery of bonds in definitive
form and will not be considered owners or holders thereof under the Fiscal Agency Agreement. See "Title" and
"Definitive Certificates".
Bonds will only be sold in minimum denominations of U.S. $5,000 and integral multiples of U.S. $5,000.
All bonds will be recorded in a register maintained by the Registrar, and will be registered in the name of
Cede & Co., for the benefit of owners of beneficial interests in the global bonds, including participants in DTC,
CDS, Clearstream, Luxembourg and Euroclear.
The Registrar will be responsible for (i) maintaining a record of the aggregate holdings of the global bonds
of Cede & Co.; (ii) ensuring that payments of principal and interest in respect of the global bonds received by the
Registrar from EDC are duly credited to Cede & Co.; and (iii) transmitting to EDC any notices from the
registered holders of bonds.
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The Registrar will not impose any fees in respect of the bonds, other than reasonable fees for the
replacement of lost, stolen, mutilated or destroyed bonds. However, owners of beneficial interests in the global
bonds may incur fees payable in respect of the maintenance and operation of the book-entry accounts in which
such interests are held with the clearing systems.
Title
Subject to applicable law and the terms of the Fiscal Agency Agreement, EDC and the Registrar will treat
the persons in whose name a global bond is registered, initially Cede & Co., as nominee for DTC, as the owner of
such global bond for the purpose of receiving payments of principal and interest on the bonds and for all other
purposes whatsoever, except in respect of the payment of Additional Amounts. Therefore, neither EDC nor the
Registrar has any direct responsibility or liability for the payment of principal or interest on the bonds to owners
of beneficial interests in a global bond.
Interest
The bonds will bear interest from October 26, 2011 at a rate of 1.250% per annum. Interest on the bonds
will be payable in two equal semi-annual installments in arrears on April 26 and October 26 of each year,
commencing April 26, 2012. Interest will be payable to the persons in whose names the bonds are registered at
the close of business on April 11 or October 11 (the regular record dates), as the case may be, preceding the
applicable interest payment date. Interest on the bonds will cease to accrue on the date fixed for redemption or
repayment unless payment of principal is improperly withheld or refused. Any overdue principal or interest on
the bonds shall bear interest at the rate of 1.250% per annum (before as well as after judgment) until paid, or if
earlier, when the full amount of the moneys payable has been received by the Registrar and notice to that effect
has been given in accordance with "Notices" below.
Whenever it is necessary to compute any amount of accrued interest in respect of the bonds for a period of
less than one full year, other than with respect to regular semi-annual interest payments, such interest shall be
calculated on the basis of a 360-day year consisting of 12 thirty-day months.
Payments
Principal of and interest on the bonds (including bonds in definitive form issued in exchange for the global
bond as described under "Definitive Certificates") are payable by EDC in United States dollars to the persons in
whose names the bonds are registered on the record date preceding any interest payment date or at maturity, as
the case may be. The Registrar will act as EDC's principal paying agent for the bonds pursuant to the Fiscal
Agency Agreement. In the event definitive bonds are issued, EDC will appoint and maintain a transfer and
paying agent in Luxembourg as further described under "Definitive Certificates" and will maintain a paying
agent in a member state ("Member State") of the European Union (if any) that will not be obligated to withhold
or deduct tax pursuant to the European Council Directive 2003/48/EC or any law implementing or complying
with, or introduced in order to conform to, such directive (the "Savings Directive"). Ownership positions within
each clearing system will be determined in accordance with the normal conventions observed by such system.
Neither EDC nor the Registrar will have any responsibility or liability for any aspect of the records of DTC,
CDS, Clearstream, Luxembourg or Euroclear relating to or payments made by such clearing systems on account
of beneficial interests in a global bond or for maintaining, supervising or reviewing any records of such clearing
systems relating to such beneficial interests.
If any date for payment in respect of any bond is not a business day, the holder thereof shall not be entitled
to payment until the next following business day, and no further interest shall be paid in respect of the delay in
such payment. In this paragraph "business day" means a day on which banking institutions in the City of
New York, the City of London, England, the City of Toronto or in the applicable place of payment are not
authorized or obligated by law or executive order to be closed.
All funds held by the Registrar or any paying agent for payment of principal or interest and any Additional
Amounts shall be held in trust for the registered holders of bonds. Any such moneys remaining unclaimed at the
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end of two years after the date on which such principal, interest or Additional Amounts shall have become due
and payable shall be repaid to EDC, as provided and in the manner set forth in the bonds.
Further Issues
EDC may from time to time, without notice to or the consent of the registered holders of the bonds, create
and issue further bonds ranking equally with the bonds being issued pursuant to this prospectus supplement in all
respects (or in all respects except for the payment of interest accruing prior to the issue date of such further bonds
or except for the first payment of interest following the issue date of such further bonds) and so that such further
bonds shall be consolidated and form a single series with the bonds and shall have the same terms as to status,
redemption or otherwise as the bonds. Any further bonds shall be issued subject to an agreement supplemental to
the Fiscal Agency Agreement.
Maturity, Redemption and Purchases
The principal amount of the bonds shall be due and payable on October 26, 2016. The bonds are not subject
to any sinking fund, are not redeemable at the option of EDC prior to maturity unless certain events occur
involving Canadian taxation as provided below and are not repayable at the option of the holder prior to maturity.
The bonds may be redeemed at the option of EDC in whole, but not in part, at any time, on giving not less
than 10 days' and not more than 60 days' notice to registered holders of bonds in accordance with "Notices"
below (which notice shall be irrevocable), at 100% of the principal amount thereof, together with interest accrued
thereon to the date fixed for redemption, if (a) EDC has or will become obliged to pay Additional Amounts as
provided in the accompanying basic prospectus under the caption "Description of the Debt Securities -- Payment
of Additional Amounts" as a result of any change in, or amendment to, the laws or regulations of Canada, or any
province or political subdivision thereof, or any authority thereof or agency therein having power to tax, or any
change in the application or official interpretation of such laws or regulations, which change or amendment
becomes effective on or after the date of this prospectus supplement, and (b) such obligation cannot be avoided
by EDC taking reasonable measures available to it, provided that no such notice of redemption shall be given
earlier than 90 days prior to the earliest date on which EDC would be obliged to pay such Additional Amounts
were a payment in respect of the bonds then due. Prior to the publication of any notice of redemption pursuant to
this paragraph, EDC shall deliver to the Registrar a certificate signed by an officer of EDC stating that EDC is
entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to
the right of EDC so to redeem have occurred.
EDC may, if not in default under the bonds, at any time purchase bonds in the open market, or by tender or
by private contract at any price and may cause the Registrar to cancel any bonds so purchased.
Definitive Certificates
No beneficial owner of bonds will be entitled to receive physical delivery of bonds in definitive form except
in the limited circumstances described below.
If DTC notifies EDC that it is unwilling or unable to continue as depositary in connection with the global
bonds or ceases to be a recognized clearing agency registered under the U.S. Securities Exchange Act of 1934, as
amended, and a successor depositary is not appointed by EDC within 90 days after receiving such notice or
becoming aware that DTC is no longer so registered, EDC will issue or cause to be issued fully registered bonds
in definitive form upon registration of, transfer of, or in exchange for, the global bonds. EDC may also at any
time and in its sole discretion determine not to have any of the bonds held in the form of a global bond and, in
such event, will issue or cause to be issued fully registered bonds in definitive form upon registration of, transfer
of, or in exchange for, such global bond. In the event definitive bonds are issued and for so long as the bonds are
listed on the Luxembourg Stock Exchange, and the rules of the Luxembourg Stock Exchange so require, EDC
will appoint and maintain a transfer and paying agent in Luxembourg and notice of such appointment will be
published in a leading newspaper having general circulation in Luxembourg (which is expected to be the
Luxemburger Wort) or on the Luxembourg Stock Exchange website at www.bourse.lu. In such circumstances,
EDC will also maintain a paying agent in a Member State (if any) that will not be obligated to withhold or deduct
tax pursuant to the Savings Directive.
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Fully registered bonds in definitive form may be presented at the office of the Luxembourg transfer agent,
for registration of transfer or exchange by the Registrar in accordance with the Fiscal Agency Agreement.
Payments of interest on fully registered bonds in definitive form will be made by the Registrar by cheque or wire
transfer in accordance with the Fiscal Agency Agreement. Fully registered bonds in definitive form may be
surrendered at the office of the Luxembourg paying agent or such other paying agent appointed by EDC for
payment of principal at maturity or on the date fixed for redemption.
Modification
The Fiscal Agency Agreement and the bonds may be amended or supplemented by EDC on the one hand,
and the Registrar, on the other hand, without notice to or the consent of the registered holder of any bond, for the
purpose of curing any ambiguity, or curing, correcting or supplementing any defective provisions contained
therein, or effecting the issue of further bonds as described under "Further Issues" above, or in any other manner
which EDC may deem necessary or desirable and which, in the reasonable opinion of EDC, on the one hand, and
the Registrar, on the other hand, will not adversely affect the interests of the holders of bonds.
The Fiscal Agency Agreement will contain provisions for convening meetings of registered holders of
bonds to modify or amend by Extraordinary Resolution (as defined below) the Fiscal Agency Agreement (except
as provided in the immediately preceding paragraph) and the bonds (including the terms and conditions thereof).
An Extraordinary Resolution in the form of a resolution duly passed at any such meeting shall be binding on all
holders of bonds, whether present or not, and an Extraordinary Resolution in the form of an instrument signed by
the holders of the bonds in accordance with the definition below shall be binding on all holders of the bonds;
provided, however, that no such modification or amendment to the Fiscal Agency Agreement or to the terms and
conditions of the bonds may, without the consent of the registered holder of each such bond affected thereby:
(a) change the stated maturity of any such bond or change any interest payment date; (b) reduce the principal
amount of any such bond or the rate of interest payable thereon; (c) change the currency of payment of any such
bond; (d) impair the right to institute suit for the enforcement of any payment on or with respect to any such
bond; or (e) reduce the percentage of the principal amount of bonds necessary for the taking of any action,
including modification or amendment of the Fiscal Agency Agreement or the terms and conditions of the bonds,
or reduce the quorum required at any meeting of registered holders of bonds.
The term "Extraordinary Resolution" will be defined in the Fiscal Agency Agreement as a resolution passed
at a meeting of registered holders of bonds by the affirmative vote of the registered holders of not less than
66 2/3% of the principal amount of the bonds represented at the meeting in person or by proxy and voted on the
resolution or as an instrument in writing signed by the registered holders of not less than 66 2/3% in principal
amount of the outstanding bonds. The quorum at any such meeting for passing an Extraordinary Resolution will
be one or more registered holders of bonds present in person or by proxy who represent at least a majority in
principal amount of the bonds at the time outstanding, or at any adjourned meeting called by EDC or the
Registrar, one or more persons being or representing registered holders of bonds whatever the principal amount
of the bonds so held or represented.
So long as the bonds are listed on the Luxembourg Stock Exchange, notice of any amendment will be
published in a leading newspaper having general circulation in Luxembourg (which is expected to be the
Luxemburger Wort) or on the Luxembourg Stock Exchange website at www.bourse.lu.
Governing Law
The bonds and the Fiscal Agency Agreement will be governed by, and interpreted in accordance with, the
laws of the Province of Ontario, Canada and the laws of Canada applicable therein.
Notices
All notices to the registered holders of bonds will be mailed or delivered to such holders at their addresses
indicated in records maintained by the Registrar and, as long as the bonds are listed on the Luxembourg Stock
Exchange, and the rules of the Luxembourg Stock Exchange so require, notices will be published in a leading
newspaper having general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or on the
Luxembourg Stock Exchange website at www.bourse.lu. Any such notice shall be deemed to have been given on
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the date of such delivery or publication, as the case may be, or in the case of mailing, on the second business day
after such mailing.
Prescription
EDC's obligation to pay the principal and interest on the bonds will cease if the bonds are not presented for
payment within a period of two years, and a claim for interest is not made within two years, from the date on
which such principal or interest, as the case may be, becomes due and payable.
CLEARING AND SETTLEMENT
Links have been established among DTC, CDS, Clearstream, Luxembourg and Euroclear to facilitate the
initial issuance of the bonds and cross-market transfers of the bonds associated with secondary market trading.
DTC will be directly linked to CDS, and indirectly linked to Clearstream, Luxembourg and Euroclear through the
DTC accounts of their respective U.S. Depositaries.
The Clearing Systems
The clearing systems have advised EDC as follows:
DTC.
DTC is a limited-purpose trust company organized under the laws of the State of New York, a
member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform
Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the U.S.
Securities Exchange Act of 1934, as amended. DTC was created to hold securities for DTC participants ("DTC
Participants") and to facilitate the clearance and settlement of transactions between DTC Participants through
electronic book-entry changes in accounts of DTC Participants, thereby eliminating the need for physical
movement of certificates. DTC Participants include certain of the Underwriters, securities brokers and dealers,
banks, trust companies, clearing corporations and certain other organizations. Indirect access to the DTC system
is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a DTC Participant, either directly or indirectly ("Indirect DTC Participants").
Transfers of ownership or other interests in bonds in DTC may be made only through DTC Participants.
Indirect DTC Participants are required to effect transfers through a DTC Participant. In addition, beneficial
owners of bonds in DTC will receive all distributions of principal of and interest on the bonds through such DTC
Participants to the extent received by DTC. Distributions in the United States will be subject to tax reporting in
accordance with relevant United States tax laws and regulations. See "Tax Matters -- Certain U.S. Federal Tax
Considerations".
Because DTC can only act on behalf of DTC Participants, who in turn act on behalf of Indirect DTC
Participants, and because beneficial owners holding through DTC will hold interests in the bonds through DTC
Participants or Indirect DTC Participants, the ability of such beneficial owners to pledge bonds to persons or
entities that do not participate in DTC, or otherwise take actions with respect to such bonds, may be limited.
CDS.
CDS was formed in November 2006 pursuant to the restructuring of The Canadian Depository for
Securities Limited ("CDS Ltd."). After the restructuring, CDS Ltd., founded in 1970, remains the holding
company for CDS and two other operating subsidiaries and is Canada's national securities clearing and
depositary services organization. Functioning as a service utility for the Canadian financial community, CDS
provides a variety of computer-automated services for financial institutions and investment dealers active in
domestic and international capital markets. CDS participants ("CDS Participants") include banks (including their
Canadian subcustodians), investment dealers and trust companies and may include certain of the Underwriters.
Indirect access to CDS is available to other organizations that clear through or maintain a custodial relationship
with a CDS Participant. Transfers of ownership and other interests, including cash distributions, in the bonds in
CDS may only be processed through CDS Participants and will be completed in accordance with existing CDS
rules and procedures. CDS operates in Montreal, Toronto, Calgary and Vancouver to centralize securities
clearing functions through a central securities depositary.
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CDS is wholly-owned by CDS Ltd., a private corporation, owned one-third by investment dealers, one-third
by banks and one-third by trust companies through their respective industry associations. CDS is the exclusive
clearing house for equity trading on the Toronto Stock Exchange and also clears a substantial volume of "over
the counter" trading in equities and bonds.
Clearstream, Luxembourg.
Clearstream, Luxembourg is incorporated under the laws of Luxembourg as a
registered bank. Clearstream, Luxembourg holds securities for its participating organizations ("Clearstream,
Luxembourg Participants") and facilitates the clearance and settlement of securities transactions between
Clearstream, Luxembourg Participants through electronic book-entry changes in accounts of Clearstream,
Luxembourg Participants, thereby eliminating the need for physical movement of certificates. Clearstream,
Luxembourg provides to Clearstream, Luxembourg Participants, among other things, services for safekeeping,
administration, clearance and settlement of internationally traded securities and securities lending and borrowing.
Clearstream, Luxembourg interfaces with domestic markets in several countries. As a registered bank in
Luxembourg, Clearstream, Luxembourg is subject to regulation by the Luxembourg Commission for the
Supervision of the Financial Sector (Commission de Surveillance du Secteur Financier). Clearstream,
Luxembourg Participants are recognized financial institutions around the world, including underwriters,
securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations and
may include the Underwriters. Indirect access to Clearstream, Luxembourg is also available to others, such as
banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a
Clearstream, Luxembourg Participant either directly or indirectly.
Distributions with respect to interests in the bonds held beneficially through Clearstream, Luxembourg will
be credited to cash accounts of Clearstream, Luxembourg Participants in accordance with its rules and
procedures, to the extent received by the U.S. Depositaries for Clearstream, Luxembourg. Clearstream,
Luxembourg has established an electronic bridge with Euroclear in Brussels to facilitate settlement of trades
between Clearstream, Luxembourg and Euroclear.
Euroclear.
Euroclear was created in 1968 to hold securities for participants of Euroclear ("Euroclear
Participants") and to clear and settle transactions between Euroclear Participants through simultaneous electronic
book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any
risk from lack of simultaneous transfers of securities and cash. Euroclear includes various other services,
including securities lending and borrowing and interfaces with domestic markets in several countries. Euroclear
is operated by Euroclear Bank S.A./N.V. (the "Euroclear Operator"), under contract with Euroclear Clearance
Systems S.C., a Belgian cooperative corporation (the "Cooperative"). All operations are conducted by the
Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts
with the Euroclear Operator, not the Cooperative. The Cooperative establishes policy for Euroclear on behalf of
Euroclear Participants. Euroclear Participants include banks (including central banks), securities brokers and
dealers and other professional financial intermediaries and may include the Underwriters. Indirect access to
Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear
Participant, either directly or indirectly.
The Euroclear Operator is regulated and examined by the Belgian Banking and Finance Commission.
Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and
Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, and
applicable Belgian law (collectively, the "Terms and Conditions"). The Terms and Conditions govern transfers of
securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payments
with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution
of specific certificates to specific securities clearance accounts. The Euroclear Operator acts under the Terms and
Conditions only on behalf of Euroclear Participants, and has no record of or relationship with persons holding
through Euroclear Participants.
Distributions with respect to bonds held beneficially through Euroclear will be credited to the cash accounts
of Euroclear Participants in accordance with the Terms and Conditions, to the extent received by the U.S.
Depositary for Euroclear.
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