0001206212-04-000126 Sample Contracts

FISCAL AGENCY AGREEMENT
Fiscal Agency Agreement • June 2nd, 2004 • Export Development Canada/Cn • Foreign governments • Ontario

FISCAL AGENCY AGREEMENT dated as of June 2, 2004, between Export Development Canada (“EDC”), a federal Crown corporation and an agent of Her Majesty in right of Canada and Canadian Imperial Bank of Commerce (“CIBC”), authorized to do business in Canada, as fiscal agent, transfer agent, registrar and principal paying agent.

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EXPORT DEVELOPMENT CANADA UNDERWRITING AGREEMENT
Export Development Canada • June 2nd, 2004 • Export Development Canada/Cn • Foreign governments • New York

Export Development Canada (“EDC”) proposes to sell to the underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), the principal amount of its securities identified in Schedule II hereto (the “Securities”), to be issued pursuant to a Fiscal Agency Agreement (the “Fiscal Agency Agreement”) to be dated as provided in Schedule I hereto between EDC and the banking institution named therein, as Fiscal Agent (the “Fiscal Agent”). The Securities to be sold in the United States, as certified by the Underwriters in a report relating to distribution of primary allotment substantially in the form of Schedule III hereto, are referred to herein as the “Registered Securities” and all other Securities are referred to herein as the “Offshore Securities”. The Securities are direct unconditional obligations of EDC and as such carry the full faith and credit of Canada and constitute direct unconditional obligations of and by Canada

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