0001206212-06-000227 Sample Contracts

QUÉBEC Debt Securities FORM OF UNDERWRITING AGREEMENT New York, New York
Underwriting Agreement • September 29th, 2006 • Quebec • Foreign governments

Québec proposes to issue and sell from time to time certain of its debt securities (the “Securities”), registered under the registration statements referred to in Section 1(b)(i). The Securities will be issued subject to a fiscal agency agreement, as identified in the Terms Agreement referred to in Section 2 (the “Fiscal Agency Agreement”) between Québec and the fiscal agent identified in the Terms Agreement referred to in Section 2, as fiscal agent, registrar, transfer agent and principal paying agent (the “Fiscal Agent”). The Securities will be issued in one or more series, which series may vary as to interest rates, maturities, currencies of denomination and payment, any redemption provisions, any sinking fund requirements and other terms, with all such terms for any particular series being determined at the time of sale. Particular series of Securities will be sold to one or more firms to whom this Agreement is addressed, or with such other firms as Québec may designate, and who sh

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QUÉBEC [ ] NOTES SERIES [ ] DUE [ ] FISCAL AGENCY AGREEMENT
Fiscal Agency Agreement • September 29th, 2006 • Quebec • Foreign governments

WHEREAS pursuant to a terms agreement (the “Terms Agreement”), dated [ ], between the Issuer and [ ], as Representative of the several Underwriters named therein, which incorporates by reference all of the provisions of the Underwriting Agreement, dated [ ], the Issuer has agreed to create, issue and sell [ ] aggregate principal amount of [ ] Notes Series [ ] due [ ] (herein collectively called the “Notes” or, individually, a “Note”);

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