Supplement, Vol. 134, No. 13 — March 25, 2000

DEPARTMENT OF TRANSPORT

CANADA

Letters Patent issued to the Belledune Port Authority

BELLEDUNE PORT AUTHORITY

BY THE MINISTER OF TRANSPORT:

NOW KNOW YOU that pursuant to subsection 8(1) of the Canada Marine Act, these letters patent of incorporation are issued for the Belledune Port Authority as follows:

ARTICLE 1

EFFECTIVE DATE, DEFINITIONS AND INTERPRETATION

1.1 Effective Date. These Letters Patent take effect on the twenty-ninth day of March, 2000.

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

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

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

"Authority" means the port authority 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 9.7; (Emprunts)

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

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

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

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

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

"director" means a member of the Board; (administrateur)

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

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

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

"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" means the committee described in section 4.17; (Comité de mise en candidature)

"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 indemnity, guarantee or otherwise which financial assistance must state the aggregate potential liability of the Authority in dollar terms; (Indemnité ou garantie autorisée)

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

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

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

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

"Trust Deed" means the trust deed to be entered into between the Authority and Montreal Trust Company of Canada providing for the issuance of an amount of $27,000,000 (as such amount may be adjusted for financial market conditions prevailing at the time of incurrence thereof) of senior secured installment notes and which, inter alia, sets forth the terms and conditions of such issuance and such senior secured installment notes including, without limitation, the establishment of certain reserve funds by the Authority. Among other things, the Trust Deed will specify the date on which the notes will mature, the interest rate that will be payable on the notes, the dates on which interest payments and principal payments shall be made, the circumstances under which the notes may be redeemed, the security that will be provided to the holders of the notes, the circumstances in which an event of default will be deemed to have occurred, the remedies available to the holders of the notes upon the occurrence of an event of default and the manner in which an event of default may be remedied; (Acte de fiducie)

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

"Work Contract" has the meaning ascribed to such term in section 8.4. (Contrat de travail)

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

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

ARTICLE 2

DESCRIPTION OF AUTHORITY

2.1 Name of Authority. The corporate name of the Authority is the Belledune Port Authority.

2.2 Registered Office of Authority. The registered office of the Authority is located at 261 Shannon Drive, Belledune, New Brunswick E8G 2W1.

ARTICLE 3

DESCRIPTIONS OF NAVIGABLE WATERS AND PROPERTY

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

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

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

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

ARTICLE 4

DIRECTORS AND DIRECTORS' MEETINGS

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

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

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

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

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

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

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

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

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

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

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

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

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

4.13 Chairperson of the Board. The Board shall elect a chairperson of the Board from among its members for a term not exceeding two (2) years, the term being renewable.

4.14 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.

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

4.16 Duties of the Board Respecting Appointment of Directors. The Board shall perform the following functions:

4.17 Nomination Process for User Directors. The classes of users established for the purpose of providing recommendations for nominations for User Directors are listed in Schedule D. A permanent Nominating Committee shall be formed and be composed of five members; three (3) persons to be appointed as members by users within Class 1, one (1) person to be appointed as a member by users within Class 2 and one (1) person to be appointed as a member by users within Class 3. The users within Class 1 will recommend potential candidates for two (2) of the User Director positions; the users within Class 2 will recommend potential candidates for one (1) User Director position and the users within Class 3 will also recommend potential candidates for one (1) User Director position.

The chief executive officer of the Authority is not a member of the Nominating Committee, however, the chief executive officer, or such other person who may be designated by the Board in the absence of the chief executive officer, will provide administrative support to the Nominating Committee and the nomination process. If there is a vacant User Director position, or an anticipated vacancy, the chief executive officer, in consultation with the Nominating Committee, shall coordinate the development of a list of potential candidates by administering and facilitating the following process in a timely manner so as to ensure that the length of any User Director vacancy is minimized:

4.18 Scope of Process. Nothing in the process described in section 4.17 is intended to or shall derogate from, interfere with, or substitute for, any consultation, inquiry, public input or process the Minister chooses to undertake in determining the candidates to be nominated by the Minister pursuant to provisions of paragraph 14(1)(d) of the Act. The Minister, in consultation with users, shall at all times have the flexibility and discretion to nominate as User Directors persons other than those persons recommended by the Nominating Committee to ensure an appropriate mix of Board members at all times.

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

4.20 Business Plan. The Authority shall annually submit to the Minister in respect of itself and each of its Subsidiaries, a five (5) 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 Code of Conduct. The Code of Conduct governing the conduct of the directors and officers is set out in Schedule E hereto.

ARTICLE 6

GROSS REVENUE CHARGE

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

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:

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

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

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

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

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

6.7 Adjustment of Gross Revenue Charge. If an audit and investigation conducted pursuant to section 6.6 or a review by the Minister of the Disclosure Statement discloses a difference between the amount which in the Minister's opinion should have been paid by the Authority as Gross Revenue Charge for a particular Fiscal Year and the amount actually paid by the Authority for such Fiscal Year, the Minister may readjust the Gross Revenue Charge payable by the Authority for such Fiscal Year. In the event that the readjustment results in the Authority paying a further amount to the Minister in respect of the Gross Revenue Charge for a particular Fiscal Year, the Minister shall invoice the Authority for such amount. The Authority shall pay the Minister the invoiced amount together with all interest accrued thereon on or before 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 owing to the Authority by the Minister in accordance with the provisions of the Financial Administration Act. If an audit, investigation or review by the Minister contemplated by section 6.7 discloses amounts owed by the Minister to the Authority, the Authority shall be entitled to set-off such amount against any payment owed to the Minister by the Authority.

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

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

ARTICLE 7

ACTIVITIES AND POWERS OF THE AUTHORITY AND SUBSIDIARIES

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

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

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

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:

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. 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 described as federal real property in any supplementary letters patent for a term in excess of forty (40) years where such lease or licence is granted pursuant to paragraph 7.1(c)(i), 7.1(c)(iii)(A) or 7.1(c)(iii)(B) or for a term in excess of thirty (30) years where such lease or licence is granted pursuant to paragraph 7.1(c)(ii), 7.1(c)(iii)(C) or 7.1(c)(iii)(D) provided however that:

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:

8.3 Fair Market Value Requirement. The Authority shall ensure that every lease or license of real property described in Schedule B or described as federal real property in any supplementary letters patent to be entered into following the effective date of the Letters Patent pursuant to which the lessees or licensees carry on uses described in subparagraph 7.1(c)(iii)(C) or 7.1(c)(iii)(D) or section 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 uses 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:

8.5 Employees. The Authority shall reimburse Canada Ports Corporation or the Minister, as appropriate, for all costs and expenses including, without limitation, salaries and employee benefits, incurred by the Canada Ports Corporation or the Minister relating to the employees of the Canada Ports Corporation or the Minister working at the port.

8.6 Contracts, leases. The Authority shall assume, accept and agree to be bound by all agreements related to the port, existing between the Canada Ports Corporation and any other party at the date of issuance of these Letters Patent and shall observe and perform all covenants, conditions and agreements to be observed and performed by Canada Ports Corporation under all such existing agreements. An "existing agreement" includes any contract, agreement, arrangement or understanding whatsoever relating to the supply of any service or any goods or materials for the management, operation or maintenance of the port as well as any lease, agreement for lease, licence, easement, concession, franchise, permit, authorization or any other arrangement whatsoever whereby the Canada Ports Corporation has granted a right to occupy or use the whole or any part of the federal real property described in these Letters Patent.

ARTICLE 9

BORROWING

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

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

9.3 Permitted Borrowing. Notwithstanding any provision to the contrary in these Letters Patent, the Authority may incur indebtedness in the amount of $27,000,000 (as such amount may be adjusted for financial market conditions prevailing at the time of incurrence thereof) pursuant to a Trust Deed dated on or about the date of these Letters Patent entered into by the Authority for the purpose, inter alia, of funding the repayment to Canada Ports Corporation of an amount equal to the proceeds of such indebtedness of $27,000,000 adjusted for financial market conditions, less amounts, up to an aggregate maximum of $2,250,000, for costs incurred by the Authority related to the transaction and amounts required to fund reserves in accordance with the Trust Deed. The repayment represents part of the monies provided by Canada Ports Corporation from the Interport Loan Fund prior to the issuance of these Letters Patent for capital improvements carried out at the port. The indebtedness incurred pursuant to this section 9.3 shall not be considered a "Borrowing" within the meaning of that term for any purposes of this Article 9.

9.4 Federal Real Property and Lease Transfer. Management of the federal real property, described in Part B of Schedule B, subject to the lease made, as of April 1, 1993 between Canada Ports Corporation and New Brunswick Power Corporation, and that is occupied by New Brunswick Power Corporation shall be given (for the purposes of paragraph 8(2)(d) of the Act) to the Authority on the date of the written notice given to the Minister by the noteholders under the Trust Deed or their agent confirming that all conditions precedent to the issuance of the notes under the Trust Deed have been satisfied or waived and the noteholders will fund purchase of their respective notes and have been directed to pay to Canada Ports Corporation, forthwith, $27,000,000 adjusted for financial market conditions and less amounts, up to an aggregate maximum of $2,250,000, for costs incurred by the Authority related to the transaction and amounts required to fund reserves.

9.5 Interport Loan Fund (ILF). The Authority shall pay to Canada Ports Corporation for deposit to the Canada Ports Corporation Interport Loan Fund, $27,000,000 adjusted for financial market conditions less amounts, up to an aggregate maximum of $2,250,000, for costs incurred by the Authority related to the transaction and amounts required to fund reserves.

9.6 Canada/New Brunswick Co-operation Agreement on Economic Diversification Loan. The Authority shall pay the Province of New Brunswick $3,850,000 representing the balance of the monies owing in June, 2013 pursuant to the Canada/New Brunswick Co-operation Agreement on Economic Diversification, approved on July 12, 1995 and subsequently amended on January 14, 2000 for capital improvements carried out at the Port of Belledune prior to the issuance of these Letters Patent.

9.7 Borrowing. "Borrowing" means the following items for the Authority (adjusted to give effect to the provisions of section 9.8), without duplication, as follows:

9.8 Exclusion of Subsidiaries. In determining the Borrowing pursuant to section 9.7, any amounts pertaining to Subsidiaries carrying on activities contemplated by paragraph 28(2)(b) of the Act shall be excluded.

9.9 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:

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 the section.

ARTICLE 10

SUBSIDIARIES

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

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

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

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

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

ARTICLE 11

FEDERAL OBLIGATIONS

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

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:

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 fulfill 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 on the 29th day of March, 2000.

_______________________________________

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

SCHEDULE A

BELLEDUNE PORT AUTHORITY

DESCRIPTION OF NAVIGABLE WATERS

The Westerly limit shall be a line drawn parallel to and approximately 8,500 feet West of a line drawn through the most Northerly tip of Chapel Point in a direction North 20(38' East, which Westerly limit runs in a Northerly direction from ordinary High Water Mark on Chaleur Bay a distance of approximately 6,081 feet into such Bay; the Easterly limit shall be a line parallel to and approximately 18,329 feet East of the Westerly limit above described, which Easterly limit runs in a Northerly direction from ordinary High Water Mark on Chaleur Bay a distance of approximately 8,017 feet into such Bay; the Northerly limit shall be a line drawn between the Northward extremities of the Westerly and Easterly limits as above described, the direction of which line is South 69(22' East and the length whereof is approximately 18,829 feet; the Southerly limit shall be the line of ordinary High Water Mark from time to time as extending between the Southward extremities of the Westerly and Easterly limits as above described.

SCHEDULE B

BELLEDUNE PORT AUTHORITY

DESCRIPTION OF FEDERAL REAL PROPERTY

PART A

1. Water Lot "A", being more particularly shown on plan of survey number 144-2 by N.L. Doucet, N.B.L.S. entitled "Public Works of Canada, Survey Plan, Belledune Point, Water Lot "A", Belledune, N.B." dated May 26, 1965 and revised June 17, 1965.

2. Water Lot "B", being more particularly shown on plan of survey number 147-2 by N.L. Doucet, N.B.L.S., entitled "Public Works of Canada, Survey Plan, Belledune Point, Water Lot "B", Belledune, N.B." dated October 15, 1965.

3. Water Lot "C", being more particularly shown on plan of survey number 146-2 by N.L. Doucet, N.B.L.S., entitled "Public Works of Canada, Survey Plan, Belledune Point, Water Lot "C", Belledune, N.B." dated October 15, 1965.

4. All that certain lot and parcel of land and premises designated as parcel L on an amending subdivision plan of Brunswick Mining and Smelting Corporation Limited and Canada Ports Corporation, which plan was approved by the Development Officer Belledune Planning District on February 2^nd, 1990 and registered in the Gloucester County Registry Office on the 22^nd day of February 1990 as plan no. 69.

The above describe parcel L being a remnant of lot no. 1 described in a deed of Brunswick Mining and Corporation Ltd. to Canada Ports Corporation dated the 3^rd day of June 1985 and registered on the 8^th day of August 1985 as number 162404 in volume 985 at pages 343-346 of said Registry Office records.

5. All those certain lots, pieces or parcels of land situate, lying and being in the village of Belledune, County of Gloucester and Province of New Brunswick, being more particularly described as follows:

NOTE: In the following description, all directions are azimuths based on the north point of the New Brunswick Provincial Co-ordinate System, co-ordinate values stated are those of the said system.

a) Parcel 1

Beginning at the point where the boundary line between properties formerly owned by the Department of Natural Resources and Energy and Brunswick Mining and Smelting Corporation Limited intersects the northerly right-of-way limits of former N.B. Highway No. 134, said point having coordinates (347083.336E, 956715.089N);

THENCE along the said boundary line on an azimuth of 21(26'50", a distance of 149.36 metres to a point;

THENCE on an azimuth of 111(26'50", a distance of 10.36 metres to a point;

THENCE on an azimuth of 21(26'50", a distance of 103.43 metres to a point on the ordinary highwater line of the southern shore of Chaleur Bay, said point having coordinates (347185.414E, 956946.592N);

THENCE along the said highwater line on an azimuth of 108(12'55", a distance of 24.26 metres to a point;

THENCE continuing along the said highwater line on an azimuth of 77(52'40", a distance of 33.52 metres to a point;

THENCE continuing along the said highwater line on an azimuth 81(08'35", a distance of 26.20 metres to a point;

THENCE continuing along the said highwater line on an azimuth of 92(32'55", a distance of 30.10 metres to a point;

THENCE continuing along the said highwater line on an azimuth of 59(06'15", a distance of 30.38 metres to a point;

THENCE continuing along the said highwater line on an azimuth of 78(22'05", a distance of 31.48 metres to a point;

THENCE continuing along the said highwater line on an azimuth of 78(42'15", a distance of 30.45 metres to a point;

THENCE continuing along the said highwater line on an azimuth of 138(57'50", a distance of 27.67 metres to a point;

THENCE continuing along the said highwater line on an azimuth of 121(25'00", a distance of 30.70 metres to a point;

THENCE continuing along the said highwater line on an azimuth of 127(11'35", a distance of 21.53 metres to a point, said point having coordinates (347445.461E, 956926.759N);

THENCE on an azimuth of 199(26'00", a distance of 50.00 metres to a point;

THENCE on an azimuth of 291(00'25" , a distance of 68.56 metres to a point;

THENCE on an azimuth of 264(30'40", a distance of 53.28 metres to a point;

THENCE on an azimuth of 201(00'25", a distance of 249.62 metres to a point on the aforementioned northerly right of way limits of former N.B. Highway No. 134;

THENCE along said highway limits on an azimuth of 289(25'55", a distance of 147.36 metres to the place of beginning.

The hereinbefore described parcel of land containing 4.71 hectares ± and being more particularly shown as Parcel J on a subdivision plan entitled: "Amending Subdivision Plan — Brunswick Mining and Smelting Corporation Limited and Canada Ports Corporation Subdivision", dated February 5, 1990, prepared by A.C. Fletcher, N.B.L.S. and having drawing No. PD4-159-1 and being registered in the Gloucester County Registry Office on February 22, 1990 as No. 90-69.

b) Parcel 2

Beginning at the point on the northerly right-of-way limits of former N.B. Highway No. 134, said point having coordinates (347812.538E, 956457.838N);

THENCE on an azimuth of 21(00'25", a distance of 256.18 metres to a point;

THENCE on an azimuth of 291(00'25", a distance of 36.72 metres to a curve;

THENCE along the boundary line between properties owned by Canada Ports Corporation and New Brunswick Power Corporation following a curve to the right having a radius of 25.02 metres, an arc distance of 34.39 metres to the end point of the said curve;

THENCE continuing along the boundary line between the aforesaid properties on an azimuth of 114(40'55", a distance of 99.20 metres to the begin point of a curve;

THENCE continuing along the boundary of the aforementioned properties following a curve to the left having a radius of 398.10 metres, an arc distance of 122.45 metres to a point;

THENCE on an azimuth of 268(5l'50", a distance of 20.14 metres to the begin point of a curve;

THENCE following a curve to the left having a radius of 258.21 metres, an arc distance of 218.37 metres to the begin point of a curve;

THENCE following a curve to the left having a radius of 264.88 metres, an arc distance of 100.14 metres to the end point of the said curve;

THENCE on an azimuth of 201(01'25", a distance of 19.81 metres to a point on the aforementioned northerly right-of-way limits of former N.B. Highway No. 134;

THENCE along the said former highway limits on an azimuth of 289(25'55", a distance of 25.92 metres to the place of beginning.

The hereinbefore described parcel of land containing 1.88 hectares ± and being more particularly shown as Parcel 0 on a subdivision plan entitled: "Amending Subdivision Plan — Brunswick Mining and Smelting Corporation Limited and Canada Ports Corporation Subdivision", dated February 5, 1990, prepared by A.C. Fletcher, N.B.L.S., having drawing No. PD4-159-1 and being registered in the Gloucester County Registry Office on February 22, 1990 as No. 90-69.

c) Parcel 3

Beginning at a point where the easterly limits of a Roadway to the shore intersects the northerly limits of former N.B. Highway No. 134, said point having coordinates (346928.079E, 956769.862N);

THENCE along the said Roadway easterly limits on an azimuth of 21(10'40", a distance of 189.66 metres to a point on the ordinary highwater line of the southerly shore of Chaleur Bay, said point having coordinates (346996.595E, 956946.709N);

THENCE along the said highwater line on an azimuth of 90(36'05", a distance of 5.72 metres to a point;

THENCE continuing along the said highwater line on an azimuth of 87(03'15", a distance of 30.44 metres to a point;

THENCE continuing along the said highwater line on an azimuth of 89(01'20", a distance of 30.61 metres to a point;

THENCE continuing along the said highwater line on an azimuth of 87(33'40", a distance of 25.48 metres to a point;

THENCE continuing along the said highwater line on an azimuth of 86(07'15", a distance of 25.77 metres to a point;

THENCE continuing along the said highwater line on an azimuth of 84(13'20", a distance of 45.03 metres to a point;

THENCE continuing along the said highwater line on an azimuth of 110(21'45", a distance of 22.90 metres to a point;

THENCE continuing along the said highwater line on an azimuth of 108(12'55", a distance of 4.91 metres to a point; said point having coordinates (347185.414E, 956946.592N);

THENCE on an azimuth of 201(26'50", a distance of 103.43 metres to a point;

THENCE on an azimuth of 291(26'50", a distance of 10.36 metres to a point;

THENCE on an azimuth of 201(26'50", a distance of 149.36 metres to a point on the aforementioned northerly limits of former N.B. Highway No. 134, said point having coordinates (347083.336E, 956715.089N);

THENCE along the said former highway limits on an azimuth of 289(25'55", a distance of 164.64 metres to the place of beginning.

The hereinbefore described parcel of land containing 3.79 hectares ± and being more particularly shown as N.B.E.P.C. property, the Department of Natural Resources and Energy property and property owned by The New Brunswick Electric Power Commission on a survey plan entitled: "Plan of Survey — Showing Property West of Brunswick Mining and Smelting Corporation Limited property, North of N.B. Highway No. 134", dated April 28, 1989 by A.C. Fletcher, N.B.L.S., and having Drawing No. PD4-157-0, filed in the Gloucester County Registry Office on May 17, 1989 as No. 89-171, attached to an instrument registered in that office in Book 1270 at page 27 as No. 203095.

d) Parcel 4

Beginning at the point where the southerly right-of-way limits of former N.B. Highway No. 134 intersects with the easterly limit of C.N.R. spurline, said point having coordinates (347852.534E, 956422.395N);

THENCE on an azimuth of 109(25'55", a distance of 250.00 metres to a point;

THENCE on an azimuth of 201(00'25", a distance of 320.00 metres to a point;

THENCE on an azimuth of 289(25'55", a distance of 250.00 metres to a point;

THENCE on an azimuth of 21(00'25", a distance of 320.00 metres to the place of the beginning.

The hereinbefore described parcel containing 8.00 hectares ± and being more particularly shown as Lot 89-4 on a subdivision plan entitled: "Subdivision Plan of Brunswick Mining and Smelting Corporation Limited Property Subdivision Lots 89-1, 89-2, 89-3 and 89-4", dated April 28, 1989, prepared by A.C. Fletcher, N.B.L.S., and filed in the Gloucester County Registry Office on May 2, 1989 as No. 89-141.

e) Parcel 5

Beginning at the point where the westerly limits of a roadway leading to the southerly shore of Chaleur Bay intersects the northerly right-of-way limits of former N.B. Highway No. 134, said point having coordinates (346919.453E, 956772.905N);

THENCE along the said right-of-way limits on an azimuth of 289(25'55", a distance of 30.41 metres to a point;

THENCE on an azimuth of 21(09'50", a distance of 45.75 metres to a point;

THENCE on an azimuth of 109(30'45" , a distance of 30.42 metres to a point;

THENCE on an azimuth of 201(10'40" , a distance of 45.71 metres to the place of beginning.

The herein before described parcel of land containing 1390m² ± and being more particularly shown as the Statia Moriarity property on a survey plan detailed: "Plan of Survey — Showing Property West of Brunswick Mining and Smelting Corporation Limited property North of N.B. Highway No. 134", dated April 28, 1989 by A.C. Fletcher, N.B.L.S., and having Drawing No. PD4-157-0", filed in the Gloucester County Registry Office on May 17, 1989, as No. 89-171, attached to an instrument registered in that office in Book 1270 at page 27 as No. 203095.

Being the same lands granted to the grantor herein by indenture dated May 16, 1989 and registered in the Gloucester County Registry Office on May 17, 1989 in Book 1270 at Page 27 as No. 203095.

SAVE AND EXCEPT as to all lands set out in paragraphs 1,2,3,4 and 5 above:

The federal real property described in Part A above is subject to the rights of any person to occupy or use the whole or any part of the federal real property where such rights were acquired prior to the issuance of these Letters Patent.

The giving of the management of the federal real property described in Part A and Part C to the Authority does not confer upon the Authority any right, title or interest of the lessor pursuant to the lease between Canada Ports Corporation and new Brunswick Power Corporation made as of April 1, 1993.

PART B

All lands comprised of Parcel H described in Schedule A to the lease between Canada Ports Corporation and New Brunswick Power Corporation made as of April 1, 1993.

This Part B is effective on the date of the written notice given to the Minister by the noteholders under the Trust Deed or their agent confirming that all conditions precedent to the issuance of the notes under the Trust Deed have been satisfied or waived and the noteholders will fund purchase of their respective notes and have been directed to pay to Canada Ports Corporation, forthwith, $27,000,000 adjusted for financial market conditions and less amounts, up to an aggregate maximum of $2,250,000, for costs incurred by the Authority related to the transaction and amounts required to fund reserves.

PART C

Any interests in land, whether or not registered, to the extent that they are interests in land in accordance with the Federal Real Property Act, in any way belonging or appertaining to, or, benefiting, any of the lands described in Part A and Part B.

SCHEDULE C

BELLEDUNE PORT AUTHORITY

DESCRIPTION OF REAL PROPERTY OTHER THAN FEDERAL REAL PROPERTY

(Intentionally deleted)

SCHEDULE D

BELLEDUNE PORT AUTHORITY

CLASSES OF USERS

1. Each user of the Belledune Port Authority shall be eligible for membership in one class of users as follows:

Class 1 Major Terminals;

Class 2 Shipping Lines and Agents; and

Class 3 Land Transportation and Other Port Service Providers.

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

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

SCHEDULE E

BELLEDUNE 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:

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:

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

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

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

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

1.8 Annual Review. Each director and officer shall regularly review their obligations under this Code and shall on the 10^th day of April 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:

ARTICLE 2

CONFLICTS OF INTEREST

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

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

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:

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:

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

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

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:

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:

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:

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 which has appointed such director to the Board with written notification of the failure to comply along with full particulars of the circumstances giving rise thereto.

ARTICLE 5

ACCEPTANCE OR OFFERING OF GIFTS

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

ARTICLE 6

INSIDE INFORMATION

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

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

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

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 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 the Regulations or otherwise obtained by the Board shall be placed in a separate personal file established for the director and officer and kept in secure safekeeping.

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

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