Obligation Canada Export Development 0.625% ( US30216BEK44 ) en USD

Canada Export Development

100 % ⇌

Canada

US30216BEK44 ( en USD )

0.625% par an ( paiement semestriel )

15/12/2016 - Obligation échue

Prospectus brochure de l'obligation Export Development Canada US30216BEK44 en USD 0.625%, échue

5 000 USD

1 000 000 000 USD

30216BEK4

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 US30216BEK44 (CUSIP: 30216BEK4), émise par Export Development Canada (Canada), d'une valeur nominale de 1 000 000 000 USD, avec un coupon de 0,625 %, échéant le 15/12/2016, payable semestriellement, et négociée par tranches minimales de 5 000 USD, a atteint sa maturité et a été intégralement remboursée au cours de 100 %.

Form 424B2
http://www.sec.gov/Archives/edgar/data/276328/000119312513424929/...
424B2 1 d619417d424b2.htm FORM 424B2
Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration Statement No. 333-182717

P R O S P E C T U S S U P P L E M E N T
(To prospectus dated July 20, 2012)

Export Development Canada

(An agent of Her Majesty in right of Canada)

Exportation et développement Canada

(Mandataire de Sa Majesté du chef du Canada)

0.625% United States Dollar Bonds due December 15, 2016

Export Development Canada will pay interest on the bonds semi-annually in arrears on June 15 and December 15 of each year,
commencing with a short first coupon payable on December 15, 2013. Interest will accrue from November 7, 2013. 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 December 15, 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 Euro MTF Market of the Luxembourg Stock Exchange is not a regulated market for purposes of the Markets in
Financial Instruments Directive 2004/39/EC ("MiFID"). The Underwriters will purchase all of the bonds if any are purchased.

Per Bond

Total

Public offering price(1)

99.776%

U.S. $997,760,000
Underwriting discount

0.100%

U.S. $ 1,000,000
Proceeds, before expenses, to EDC(1)

99.676%

U.S. $996,760,000
(1) Plus accrued interest from November 7, 2013, 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 November 7, 2013.

Joint Book-Running Managers

Goldman Sachs International
HSBC
Mizuho Securities
RBC Capital Markets
Co-Managers

Barclays
BNP PARIBAS

BofA Merrill Lynch

CIBC

Citigroup
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Crédit Agricole CIB

Credit Suisse

Daiwa Capital Markets Europe

Deutsche Bank

J.P. Morgan

Morgan Stanley

Scotiabank

SEB

Standard Chartered Bank

TD Securities

The date of this prospectus supplement is October 31, 2013.
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TABLE OF CONTENTS

Page
Prospectus Supplement

Summary of the Offering
S-4

Description of Bonds
S-5

Clearing and Settlement
S-9

Tax Matters
S-11
Underwriting
S-14
Legal Opinions
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
6

Plan of Distribution
10

Authorized Agent
11

Public Official Documents
11

This prospectus supplement should be read together with the prospectus dated July 20, 2012 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 accompanying 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 or Canada 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. 333-182717 which
EDC has filed with the SEC. Further information regarding EDC and the bonds may be found in registration statement
no. 333-182717.

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 room and copy charges. EDC's and Canada's SEC filings are also
available to the public from the SEC's website at www.sec.gov.

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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 relevant implementing measure in the 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
31, 2013 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. $1.04.

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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 0.625% United States Dollar Bonds due December
15, 2016.
Interest Payment Dates
June 15 and December 15 of each year, commencing with a short first coupon payable on
December 15, 2013.
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. The Euro MTF Market is not a
regulated market for purposes of MiFID. 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 "Description of the Debt Securities
-- Payment of Additional Amounts" and in "Tax Matters -- Canadian Federal Income Tax
Consequences" in the accompanying basic prospectus.

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DESCRIPTION OF BONDS
General
The 0.625% United States Dollar Bonds due December 15, 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 November 7, 2013 (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. 333-182717. 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 November 7, 2013 at a rate of 0.625% per annum. Interest from, and including, November 7,
2013 to, but excluding, December 15, 2013 will be paid on December 15, 2013. Thereafter, interest on the bonds will be payable in
two equal semi-annual installments in arrears on June 15 and December 15 of each year. Interest will be payable to the persons in
whose names the bonds are registered at the close of business on June 1 or December 1 (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 0.625% 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 December 15, 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 a Luxembourg transfer agent appointed by EDC, 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 a 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

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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 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 Income Tax Considerations" in the accompanying basic prospectus.
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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