end Power Authority Act, 1964", being chapter 7 of the Statutes of British Columbia, 1964, as amended, British

Transcription

1 cortmoloin MI Men NCI Cf CCUABJ 3891 APPROVED AND ORD RED Lieutenant-Governor EXI, UTIVE COUNCIL CHAMBERS, VICTORIA British Columbia Hydro and Pursuant to the Power Authority Act, 19614, MC. and upon the recommendation of the undersigned, the Lieutenant-Governor, by and with the advice and consent of the Executive Council, orders that WHEREAS under the authority of the "British Columbia Hydro end Power Authority Act, 1964", being chapter 7 of the Statutes of British Columbia, 1964, as amended, British Columbia Hydro and Power Authority, established by said Act, (hereinafter called the "Authority") has by Resolution passed the 28th day of November, 1973, authorized, subject to the approval of your Honour in Council, the borrowing of money for the purposes of the Authority as therein set forth by the issue and sale of its Bonds, Series DF, in an aggregate principal amount not exceeding Fifteen Million Dollars ($15,000,000) payable in the manner and upon the terms set forth in said Resolution; AND WHEREAS the borrowing of money by the Authority by the issue and sale of its Bonds in the aggregate principal amount not exceeding Fifteen Million Dollars ($15,000,000) is within the borrowing limitations prescribed by the said Act; AND WHEREAS the Authority has made application for the approval of your Honour in Council of the borrowing of money by the issue and sale of the aforesaid Bonds of the Authority as set forth and provided in its said Resolution, has requested the approval of your Honour in Council of the sinking fund provisions contained in the said Resolution, and has further requested that payment of the principal of and interest on the said Bonds be unconditionally guaranteed by the Province of British Columbia.

2 -2 1. The Authority be authorized to borrow money for the purposes of the Authority by the issue and sale of its Bonds, Series DF, in an aggregate principal amount not exceeding Fifteen Million Dollars ($15,000,000) which Bonds shall be dated the 15th day of December, 1973, shall bear interest from the 15th day of December, 1973, at the rate of 8.30% per annum payable half-yearly on the 15th day of June and on the 15th day of December in each year during the currency of said Bonds, and shall mature and be payable on the 15th day of December, The Authority has the right at its option to redeem the Bonds of this issue on the 15th day of December, 1991, or on any interest payment date thereafter prior to maturity as a whole, or in part by lot from time to time, at any branch of the Canadian Imperial Rank of Commerce in Canada, in the money in which the said Bonds are expressed to be payable upon payment of the principal amount thereof together with accrued interest to the date fixed for redemption, previous notice of such redemption to be given by advertising once in a daily newspaper published and of general circulation in each of the Cities of Victoria, Vancouver, Calgary, Edmonton, Regina, Winnipeg, Toronto, Montreal, Saint John, Halifax or St. John's, Canada, such notice to be advertised as aforesaid at least thirty (30) days before the date fixed for redemption. 3. The said Bonds shall be payable as to both principal and interest in lawful money of Canada at any branch of the Canadian Imperial Bank of Commerce in Canada, at holder's option. 4. The Minister of Finance for the Province of British Columbia, as Fiscal Agent of the Authority, is authorized to sell the said Bonds at the rate of 100% of the principal amount thereof with accrued interest, if any; provided that the aggregate net sum realized from the issue and sale of the said Bonds does not exceed the net sum of Fifteen Million Dollars ($15,000,000). 5. The said Bonds shall be designated as 8.30% Sinking Fund Bonds, Series DF, due the 15th day of December, 1998; and shall be issued originally in the form of fully registered Bonds without coupons (hereinafter sometimes referred to as "fully registered Bonds") in denominations of $1,000, $5,000, $25,000 and $100,000 or any multiple or multiples thereof, but exchangeable as provided in said Resolution for Bonds with coupons for interest attached (hereinafter sometimes referred to as "Coupon Bonds") in denominations of $1,000, $5,000, $25,000 and $100,000, registrable as to principal only, and that,

3 3 subject to such reasonable regulations as the Authority may from time to time prescribe and subject to the Conditions endorsed on or contained in such Bonds, fully registered Bonds and Coupon Bonds shall be interchangeable in the manner provided in the said Resolution of the Authority. 6. The said Dully registered Bonds, the said Coupon Bonds and the interest coupons attached to the said Coupon Bonds be executed in the manner provided in said Resolution. 7. The Lieutenant-Governor in Council do hereby unconditionally guarantee on behalf of the Province of British Columbia the payment of the principal of and interest on the said Bonds of the Authority up to but not exceeding Fifteen Million Dollars ($15,000,000) in principal amount (and whether issued originally or in exchange for or upon transfer of other Bonds comprising part of said issue of Bonds of the Authority) payable at the times, in the manner and upon the terms hereinbefore and in the said Resolution of the Authority set forth, and the form and manner of such guarantee of said Bonds be in the respective forms and manner set out below. FULLY REGISTERED BONDS GUARANTEE BY THE PROVINCE OF BRITISH COLUMBIA By virtue of the powers conferred by the Legislature of the Province of British Columbia, and of an Order of the Lieutenant-Governor in Council, the Province of British Columbia does hereby unconditionally guarantee to the registered holder of the within Bond due payment of the principal of the within Bond and of the interest thereon according to the tenor of the said Bond. Minister of Finance COUPON BONDS GUARANTEE BY THE PROVINCE OF BRITISH COLUMBIA By virtue of the powers conferred by the Legislature of the Province of British Columbia, and of an Order of the Lieutenant-Governor in Council, the Province of British Columbia does hereby unconditionally guarantee to the holder for the time being of the within Bond and to the holder for the time being of

4 - 4 - any of the coupons attached thereto, due payment of the principal of the within Bond and of the interest thereon according to the tenor of the said Bond and of the coupons attached thereto. Mini er of Finance 8. The said Guarantee shall be endorsed or enfaced on the said Bonds (whether issued originally or in exchange or upon transfer of other Bonds comprising part of the said issue of Ponds of the Authority) and shall be signed by the Minister of Finance who is hereby designated for such purpose and authorized to sign the said Guarantee and that the signature of the Minister of Finance may be engraved, lithographed or printed and where so engraved, lithographed or printed shall be deemed for all purposes the signature of the Minister of Finance and shall be binding upon the Province of British Columbia notwithstanding that the person signing as Minister of Finance may not have held office on the date of delivery of the said Bonds or any of them and notwithstanding any change in the person holding the office of Minister of Finance between the time when such signature is affixed and the date of delivery of the said Bonds or any of them, and that such respective forms and manner of Guarantee be approved. 9. The sale of the said Bonds of the Authority at the priee and in the amount aforesaid be approved, the sale to be made by the Minister of Finance for the Province of British Columbia, as Fiscal Agent of the Authority. 10. The borrowing by the Authority for the purposes of the Authority and the issue and sale of its Bonds as aforesaid, be approved. 11. The sinking fund provisions contained in the said Resolution of the Authority in respect of the said Bonds be approved. Minister of Finance Presiding Member of the Executive Council

5 EXTRACT from the Minutes of a Meeting of the Directors of British Columbia Hydro and Power Authority held on the 28th day of November, BE IT RESOLVED: 1. THAT under authority of "British Columbia Hydro and Power Authority Act, 1964", being chapter 7 of the Statutes of British Columbia, 1964, as amended, and for the purposes of British Columbia Hydro and Power Authority (hereinafter called the "Authority"), namely for capital expenditures of the Authority, made or to be made, in connection with the acquisition of property and the construction of works in carrying out its powers, the Authority, subject to the approval of the Lieutenant- Governor in Council, do borrow money by the issue and sale of Bonds of the Authority in an aggregate principal amount not exceeding $15,000,000 as hereinafter provided and do apply the net sum realized from the issue and sale thereof for the purposes aforesaid; it being hereby declared that it is necessary to issue and sell Bands of the Authority to an amount not exceeding $15,000,000 to realize the net sum required for the purposes aforesaid. 2. THAT the said Bonds shall be dated the 15th day of December, 1973, shall be payable on the 15th day of December, 1998, and shall bear interest from the 15th day of December, 1973 at the rate of 8.30% per annum payable half-yearly on the 15th day of June and on the 15th day of December in each year during the currency of the Bonds. 3. THAT the Authority has the right at its option to redeem the Bonds of this issue on the 15th day of December, 1991, or on any interest payment date thereafter prior to maturity as a whole, or in part by lot from time to time, at any branch of the Canadian Imperial Bank of Commerce in Canada, in the money in which the said Bonds are expressed to be payable upon payment of the principal amount thereof together with accrued interest to the date fixed for redemption, previous notice of such redemption to be given by advertising once in a daily newspaper published and of general circulation in each of the Cities of Victoria, Vancouver, Calgary, Edmonton, Regina, Winnipeg, Toronto, Montreal, Saint John, Halifax or St. John's, Canada, such notice to be advertised as aforesaid at least thirty (30) days before the date fixed for redemption.

6 -2-4. THAT the said Bonds shall be payable as to both principal and interest in lawful money of Canada at any branch of the Canadian Imperial Bank of Commerce in Canada, at holder's option, and that the Authority covenants and agrees that the said Bonds shall rank concurrently and pari passu with all other general obligations of the Authority, except to the extent of the mortgage and charge to and in favour of the Trustee for the holders of the First Mortgage Bonds issued by the former British Columbia Electric Company Limited, assumed by the Authority and outstanding at date of issue of the said Bonds, without any preference one above the other by reason of priority of date of issue, currency of payment or otherwise, and that if the Authority shall secure any loan, debt, guarantee or other obligation by any lien, pledge, or other charge upon any of its present or future assets or revenues, or shall incur, guarantee or otherwise become liable for any loan, debt or other obligation secured by or entitled to the benefit of any such lien, pledge or other charge, the Bonds shall ipso facto share in and be secured by and entitled to the benefit of such lien, pledge or other charge equally and ratably with such other loan, debt, guarantee or other obligation. 5. THAT the said Bonds shall be designated as British Columbia Hydro and Power Authority 8.30% Sinking Fund Bonds due Dec. 15, 1998, Series DF; that the said Bonds be issued originally in the form of fully registered Bonds without coupons (hereinafter sometimes referred to as "fully registered Bonds") in the denominations of $1,000, $5,000, $25,000 and $100,000 or any multiple or multiples thereof but exchangeable as hereinafter provided for Bonds with coupons for interest attached (hereinafter sometimes referred to as "coupon Bonds") in denominations of $1,000, $5,000, $25,000 and $100,000 registrable as to principal only. 6. THAT the Authority shall cause to be kept at the office of the Authority in the City of Victoria, Canada, a book in which shall be entered the names and addresses of the holders of fully registered Bonds and particulars of the Bonds held by them respectively and in which transfers of fully registered Bonds may be registered, and the

7 -3- Authority shall also cause to be kept at the office of the Authority in the City of Victoria, Canada, a book in which the holders of coupon Bonds may register the same as to principal only and in which transfers of coupon Bonds so registered may be registered. 7. THAT the said fully registered Bonds shall be substantially in the form set forth in Schedule "A" hereto annexed and the said coupon Bonds shall be substantially in the form set forth in Schedule "B" hereto annexed and the said Bonds shall be subject to the Conditions endorsed thereon or contained therein as set forth in the said form of fully registered Bond and the said form of coupon Bond, and that all of said Conditions be hereby approved. 8. THAT subject to such reasonable regulations as the Authority may from time to time prescribe and subject to the Conditions endorsed on or contained in the fully registered Bonds and in the coupon Bonds of this issue, Bonds of this issue shall be interchangeable as follows: (a) Any fully registered Bond of this issue upon presentation for such purpose accompanied by a written instrument of transfer in form approved by the Authority, executed by the registered holder or by his duly authorized attorney, may be exchanged after the date of issue for coupon Bonds of this issue of any authorized denomination or denominations for an equal aggregate principal amount, bearing the same rate of interest, having the same maturity date, and bearing all unmatured interest coupons; provided that the registered holder thereof shall have given to the Authority at least 30 days' notice in writing requesting such exchange; (b) Any fully registered Bond of this issue may be transferred upon presentation for such purpose accompanied by a written instrument of transfer in form approved by the Authority, executed by the registered holder or by his duly authorized attorney, whereupon and upon cancellation of such Bond so presented, one or more fully registered Bonds of this issue of any authorized denomination or denominations for an equal aggregate principal amount bearing the same rate of interest, having the same maturity date, and bearing all unmatured interest obligations will be delivered to the transferee; (c) Any fully registered Bond of this issue may in like manner be exchanged for an equal aggregate principal amount of filly registered Bonds of this issue of any other authorized denomination or denominations, bearing the same rate of interest, having the same maturity date, and bearing all unmatured interest obligations;

8 -4- (d) Coupon Bonds of this issue aggregating $1,000 or more in principal amount with all unmatured interest coupons attached, and if registered as to principal, accompanied by a written instrument of transfer in form approved by the Authority, executed by the registered holder or by his duly authorized attorney, may be exchanged upon surrender thereof for one or more fully registered Bonds of this issue of any authorized denomination or denominations for an equal aggregate principal amount, bearing the same rate of interest, having the same maturity date, and bearing all unmatured interest obligations; (e) Coupon Bonds of this issue of any authorized denomination with all unmatured coupons attached, and if registered as to principal, accompanied by a written instrument of transfer in form approved by the Authority, executed by the registered holder or by his duly authorized attorney, may in like manner be exchanged for coupon Bonds of this issue of an equal aggregate principal amount of any other authorized denomination or denominations, bearing the same rate of interest, having the same maturity date, with all unmatured coupons attached; (f) All transfers and exchanges shall be effected at the said office of the Authority in the City of Victoria, Canada; (g) The Authority shall not be required to make any exchanges, registrations or transfers of fully registered Bonds within fifteen days prior to an interest payment date; (h) The Authority will make transfers and exchanges of Bonds of this issue as aforesaid upon compliance by the bondholders with such reasonable regulations as may be prescribed by the Authority in the premises and without any charge by the Authority. 9. THAT the fully registered Bonds and the coupon Bonds of this issue shall bear the seal of the Authority, and that the seal of the Authority upon the said fully registered Bonds and coupon Bonds may be engraved, lithographed, printed or otherwise mechanically reproduced and that the seal of the Authority when so mechanically reproduced shall have the same force and effect as if manually affixed; the said fully registered Bonds and the coupon Bonds shall be signed by the Chairman of the Authority and by one of the following officers of the Authority, namely, L. E. Beard, I. R. A. Mills, G. F. Blyth, J. K. Feilden and L. Lowres each of whom is hereby authorized to sign any or all of the said Bonds under the designation of "Authorized Signing Officer", or by such other officer of the Authority as may hereafter be appointed by Resolution of the Authority as an Authorized Signing Officer, and the interest coupons attached to the coupon Bonds shall be signed by the Chairman aid by the Secretary of the Authority; that the signature

9 -5- of the Chairman of the Authority upon the fully registered Bonds and upon the coupon Bonds and the signatures of the Chairman and Secretary of the Authority upon the said interest coupons may be engraved, lithographed or printed and any such engraved, lithographed or printed signatures shall be deemed for all purposes the signatures of such Officers respectively and shall be binding upon the Authority; that the signatures of the Chairman and Secretary of the Authority be the signatures of the Chairman of the Authority and of the Secretary of the Authority holding office at the time of execution of the fully registered Bonds, the coupon Bonds and the interest coupons respectively and notwithstanding any change in any of the persons holding the said offices between the time of execution and the date of delivery thereof the fully registered Bonds, the coupon Bonds and the said interest coupons so executed shall be valid and binding upon the Authority. 10. THAT subject to the approval of the Lieutenant-Governor in Council the Minister of Finance for the Province of British Columbia, as Fiscal Agent of the Authority, is hereby authorized to sell the said Bonds at the rate of 100% of the principal amount thereof with accrued interest, if any; provided that the aggregate net sum realized from the issue and sale of the said Bonds does not exceed the net sum of $15,000, THAT as a sinking fund to be applicable towards the repayment of the Bonds at maturity, the Authority shall for a period not exceeding fifty years pay to the Minister of Finance for the Province of British Columbia as trustee for the Authority on the anniversary date of the issue of the Bonds a sum of at least.48% of the principal amount of the outstanding liability on each such anniversary date as aforesaid and that the sum so paid and the interest earnings thereon shall be invested by the Minister of Finance for the Province in accordance with the provisions of the British Columbia hydro and Power Authority Act. It is further provided that the said trustee may at his option from time to time apply the whole or any part of the Sinking Fund payment made hereunder to the purchase of Bonds of this issue. Bonds

10 -6- so purchased may be retained in the Sinking Fund and, if so retained, may at the option of the said Trustee be cancelled and shall not be re-issued. 12. THAT application be made to the Lieutenant-Governor in Council for approval of the borrowing of money by the Authority by the issue and sale of Bonds as hereinbefore provided for the above mentioned purposes. 13. THAT the Lieutenant-Governor in Council be requested to unconditionally guarantee payment of the principal of and interest on the Bonds of the Authority authorized to be issued as aforesaid and to approve the sinking fund provisions contained herein. 14. THAT the Secretary or Assistant Secretary be and is hereby authorized to certify copies of this Resolution under Seal of the Authority. I, Geoffrey Gaston Woodward, Secretary of British Columbia Hydro and Power Authority, do hereby certify that the foregoing is a true copy of a Resolution passed at a meeting of the Directors of the said Authority duly held on the 28th day of November, 1973, as set forth in the minutes of the said meeting. Witness my hand and the Common Seal of British Columbia Hydro and Power Authority, this 28th day of November, Secretary, British Columbia Hydro and Power Authority

11 SCHEDULE "A" BRITISH COLUMBIA HYDRO AND POWER AUTHORITY No. No. Sinking Fund Bond, Series due, 19 (subject to prior redemption) issued under the authority of the "British Columbia Hydro and Power Authority Act, 1964", being chapter 7 of the Statutes of British Columbia, 1964, as amended, and of an Order of the Lieutenant- Governor in Council. UNCONDITIONALLY GUARANTEED AS TO PRINCIPAL AND INTEREST BY THE PROVINCE OF BRITISH COLUMBIA SINKING FUND BOND, SERIES (SUBJECT TO PRIOR REDEMPTION) BRITISH COLUMBIA HYDRO AND POWER AUTHORITY (hereinafter called the "Authority") for value received hereby promises to pay to or registered assigns on the day of, 19, or on such earlier date as this Bond may be redeemed in accordance with the provisions hereinafter contained, on presentation and surrender of this Bond, the sum of DOLLARS ($ in lawful money of Canada at any branch of the Canadian Imperial Bank of Commerce in Canada, at holder's option, and to pay interest thereon in like money from the day of 19, at the rate of per annum payable half-yearly at any of said places, at holder's option, on the day of and on the day of in each year, such interest to be payable in the manner provided in the Conditions endorsed hereon. The Authority covenants and agrees that this Bond shall rank concurrently and pari passu with all other general obligations of the Authority, except to the extent of the mortgage and charge to and in favour of the Trustee for the holders of the First Mortgage Bonds issued by the former British Columbia Electric Company Limited, assumed by the Authority and outstanding at date of issue of this Bond, without any preference one above the other by reason of priority of date of issue, currency of payment or otherwise, and that if the Authority shall secure any loan, debt, guarantee or other obligation by any lien, pledge, or other charge upon any of its present or future assets or revenues, or shall incur, guarantee or otherwise become liable for any loan, debt or other obligation secured by or entitled to the benefit of any such lien, pledge or other charge, the Bonds shall ipso facto share in and be secured by and entitled to the benefit of such lien, pledge or other charge equally and ratably with such other loan, debt, guarantee or other obligation. The Authority has the right at its option to redeem the Bonds of this issue on the day of, 19, or on any interest payment date thereafter prior to maturity as a whole, or in part by lot from time to time, at any branch of the Canadian Imperial Bank of Commerce in Canada, in the money in which the said Bonds are expressed to be payable upon payment of the principal amount thereof together with accrued interest to the date fixed for redemption, previous notice of such redemption to be given by advertising once in a daily newspaper published and of general circulation in each of the Cities of Victoria,

12 Vancouver, Calgary, Edmonton, Regina, Winnipeg, Toronto, Montreal, Saint John, Halifax or St. John's, Canada, such notice to be advertised as aforesaid at least thirty (30) days before the date fixed for redemption. This Bond is subject to the Conditions endorsed hereon which form part hereof. IN WITNESS WHEREOF the Authority has caused its Common Seal and the lithographed facsimile signature of its Chairman to be affixed hereto and this Bond to be duly signed by an Authorized Signing Officer of the Authority and to be dated the day of, 19 Chairman (Common Seal) Authorized Signing Officer GUARANTEE BY THE PROVINCE OF BRITISH COLUMBIA By virtue of the powers conferred by the Legislature of the Province of British Columbia, and of an Order of the Lieutenant Governor in Council, the Province of British Columbia does hereby unconditionally guarantee to the registered holder of the within Bond due payment of the principal of the within Bond and of the interest thereon according to the tenor of the said Bond. Minister of Finance FORM OF TRANSFER For Value Received hereby assign and transfer unto the principal of the within Bond, together with accrued interest thereon, hereby irrevocably constituting and appointing attorney to transfer the said Bond on the book kept at the office of the Authority in the City of Victoria, Canada, with full power of substitution in the premises. In the presence of: ) Dated this day of, 19.

13 CONDITIONS WITHIN REFERRED TO 1. The Bonds of this issue are issuable originally as fully registered Bonds without coupons in denominations of $1,000, $5,000, $25,000 and $100,000 or any multiple or multiples thereof, exchangeable as hereinafter provided for coupon Bonds in the denominations of $1,000, $5,000, $25,000 and $100,000 registrable as to principal only. 2. This Bond is transferable at the office of British Columbia Hydro and Power Authority in the City of Victoria, Canada, upon presentation for such purpose accompanied by a written instrument of transfer in form approved by the Authority executed by the registered holder hereof or by his duly authorized attorney, whereupon and upon cancellation of this Bond, one or more fully registered Bonds of this issue in any authorized denomination or denominations for an equal aggregate principal amount, bearing the same rate of interest, having the same maturity date, and bearing all unmatured interest obligations will be delivered to the transferee. 3. This Bond also, upon presentation at the place aforesaid accompanied by a written instrument of transfer in form approved by the Authority, executed by the registered holder hereof or by his duly authorized attorney, is exchangeable after the date of issue for coupon Bonds of this issue in any authorized denomination or denominations for an equal aggregate principal amount, bearing the same rate of interest, having the same maturity date, and bearing all unmatured interest coupons; provided that the registered holder hereof shall have given to the Authority at least 30 days' notice in writing requesting such exchange. 4. This Bond also may, in like manner, be exchanged for an equal aggregate principal amount of fully registered Bonds of this issue in any other authorized denomination or denominations, bearing the same rate of interest, having the same maturity date, and bearing all unmatured interest obligations. 5. Coupon Bonds of this issue aggregating $1,000 or more in principal amount, with all unmatured interest coupons attached, and if registered as to principal, accompanied by a written instrument of transfer in form approved by the Authority, executed by the registered holder or by his duly authorized attorney, may be exchanged upon surrender thereof for one or more fully registered Bonds of this issue of any authorized denomination or denominations for an equal aggregate principal amount, bearing the same rate of interest, having the same maturity date, and bearing all unmatured interest obligations. 6. Coupon Bonds of this issue of any authorized denomination with all unmatured coupons attached, and if registered as to principal, accompanied by a written instrument of transfer in form approved by the Authority, executed by the registered holder or by his duly authorized attorney, may in like manner be exchanged for coupon Bonds of this issue of an equal aggregate principal amount of any other authorized denomination or denominations, bearing the same rate of interest, having the same maturity date, with all unmatured coupons attached. 7. Neither the Authority nor any registrar or other officer or person appointed by the Authority shall be bound to see to the execution of any trust affecting the ownership of any Bond or be affected by notice of any equity that may be subsisting in respect thereof. 8. the Authority will make transfers and exchanges of Bonds of this issue as aforesaid at the office of the Authority in the City of Victoria, Canada, upon compliance by the bondholders with such reasonable regulations as may be prescribed by the Authority in the premises and without any charge by the Authority.

14 9. The Autnority shall not be required to make any exchanges, registrations or transfers of fully registered Bonds within fifteen days prior to an interest payment date. 10. The interest on this Bond will be paid by cheque drawn on the Canadian Imperial Bank of Commerce payable at par at any of the places, at holder's option, where the interest on this Bond is payable. Cheques for interest will be sent through the post to the registered address of the registered holder or in the case of joint holders to the registered address of that one of the registered joint holders who is first named on the register or to such person and to such address as the registered holder or registered joint holders may in writing direct. Every such cheque will be made payable to the order of the person to whom it is sent. The registered holder hereof or his legal personal representatives will be regarded as exclusively entitled to the principal moneys hereby secured and in the case of joint registered holders of this Bond, the said principal moneys shall be deemed to be owing to them on joint account.

15 SCHEDULE "B" BRITISH COLUMBIA HYDRO AND POWER AUTHORITY No. No. Sinking Fund Bond, Series due, 19 (subject to prior redemption) issued under the authority of the "British Columbia Hydro and Power Authority Act, 1964", being chapter 7 of the Statutes of British Columbia, 1964, as amended, and of an Order of the Lieutenant-Governor in Council. UNCONDITIONALLY GUARANTEED AS TO PRINCIPAL AND INTEREST BY THE PROVINCE OF BRITISH COLUMBIA SINKING FUND BOND, SERIES (SUBJECT TO PRIOR REDEMPTION) BRITISH COLUMBIA HYDRO AND POWER AUTHORITY (hereinafter called the "Authority") for value received hereby promises to pay to the bearer or, if registered, to the registered holder hereof, on the day of, 19, or on such earlier date as this Bond may be redeemed in accordance with the provisions hereinafter contained, on presentation and surrender of this Bond, the sum of DOLLARS in lawful money of Canada at any branch of the Canadian Imperial Bank of Commerce in Canada, at holder's option, and to pay interest thereon in like money from the day of, 19 at the rate of per annum, payable half-yearly at any of said places, at holder's option, on the day of and on the day of in each year upon presentation and surrender of the interest coupons hereto annexed as the same severally become due and payable. The Authority covenants and agrees that this Bond shall rank concurrently and pari passu with all other general obligations of the Authority, except to the extent of the mortgage and charge to and in favour of the Trustee for the holders of the First Mortgage Bonds issued by the former British Columbia Electric Company Limited, assumed by the Authority and outstanding at date of issue of this Bond, without any preference one above the other by reason of priority of date of issue, currency of payment or otherwise, and that if the Authority shall secure any loan, debt, guarantee or other obligation by any lien, pledge, or other charge upon any of its present or future assets or revenues, or shall incur, guarantee or otherwise become liable for any loan, debt or other obligation secured by or entitled to the benefit of any such lien, pledge or other charge, the Bonds shall ipso facto share in and be secured by and entitled to the benefit of such lien, pledge or other charge equally and ratably with such other loan, debt, guarantee or other obligation. The Authority has the right at its option to redeem the Bonds of this issue on the day of, 19, or on any interest payment date thereafter prior to maturity as a whole, or in part by lot from time to time, at any branch of the Canadian Imperial Bank of Commerce in Canada, in the money in which the said Bonds are expressed to be payable upon payment of the principal amount thereof together with accrued interest to the date fixed for redemption, previous notice of such redemption to be given by advertising once in a daily newspaper published and of general circulation in each of the Cities of Victoria, Vancouver, Calgary, Edmonton, Regina, Winnipeg, Toronto, Montreal, Saint John, Halifax or St. John's, Canada, such notice to be advertised as aforesaid at least thirty (30) days before the date fixed for redemption.

16 This Bond shall pass by delivery unless registered as to principal in the name of the holder in a book which will be kept for such purpose by the Authority at its office in the City of Victoria, Canada, such registration being noted hereon. After such registration, no transfer of this Bond shall be valid unless made by instrument in writing signed by the registered holder or by his duly authorized attorney and registered in the book in which this Bond is registered, such registration being noted hereon. This Bond may be discharged from registry and its transferability by delivery restored by a like transfer to bearer similarly registered and noted hereon, after which it may again and from time to time in like manner be registered or transferred to bearer. Notwithstanding registration, the interest coupons shall continue to be transferable by delivery. Coupon Bonds of this issue aggregating $1,000 or more in principal amount, with all unmatured interest coupons attached, and if registered as to principal, accompanied by a written instrument of transfer in form approved by the Authority, executed by the registered holder or by his duly authorized attorney, may be exchanged upon surrender thereof at the office of the Authority in the City of Victoria, Canada, for one or more fully registered Bonds of this issue in the denominations of $1,000, $5,000, $25,000 and $100,000 or any multiple or multiples thereof, for an equal aggregate principal amount, bearing the same rate of interest, having the same maturity date, and bearing all unmatured interest obligations, and coupon Bonds of this issue of any authorized denomination with all unmatured interest coupons attached, and if registered as to principal, accompanied by a written instrument of transfer in form approved by the Authority, executed by the registered holder or by his duly authorized attorney, may in like manner be exchanged for coupon Bonds of this issue for an equal aggregate principal amount in the denominations of $1,000, $5,000, $25,000 and $100,000, bearing the same rate of interest, having the same maturity date, with all unmatured interest coupons attached, all on the terms and subject to the conditions set forth in the Resolution of the Authority authorizing the Bonds of this issue. IN WITNESS WHEREOF the Authority has caused its Common Seal and the lithographed facsimile signature of its Chairman to be affixed hereto and this Bond to be duly signed by an Authorized Signing Officer of the Authority and to be dated the day of, 19 Chairman (Common Seal) Authorized Signing Officer GUARANTEE BY THE PROVINCE OF BRITISH COLUMBIA By virtue of the powers conferred by the Legislature of the Province of British Columbia, and of an Order of the Lieutenant-Governor in Council, the Province of British Columbia does hereby unconditionally guarantee to the holder for the time being of the within Bond and to the holder for the time being of any of the coupons attached thereto, due payment of the principal of the within Bond, and of the interest thereon according to the tenor of the said Bond and of the coupons attached thereto. Minister of Finance

17 FORM OF COUPON British Columbia Hydro and Power Authority on the day of, 19, will pay to the bearer Dollars ($ ) in lawful money of Canada at any branch of the Canadian Imperial Bank of Commerce in Canada, at holder's option, being six months' interest then due on its Bond No. Coupon No. F. Secretary Chairman Payment of this Coupon is unconditionally guaranteed by the Province of British Columbia. NOTE: The coupons payable on the day of, 19 to the day of, 19, inclusive shall contain the additional words: "unless said Bond shall have been previously redeemed." REGISTER NOTICE: No writing on this Bond except by an Authorized Registrar. Date of Name of Signature of Registration Registered Holder Registrar