1 EXTRAORDINARY PUBLISHED BY AUTHORITY ST. JOHN'S, TUESDAY, JULY 9, 2002 NEWFOUNDLAND AND LABRADOR REGULATION 53/02 Newfoundland and Labrador Hydro-Abitibi Consolidated Inc. Exemption Order, 2002 under the Electrical Power Control Act, 1994 and the Public Utilities Act (O.C. 2002 - 242) (O.C. 2002 - 243) (Filed July 9, 2002) Under the authority of

section 5.2 of the Electrical Power Control Act, 1994 and

section 4.1 of the Public Utilities Act, the Lieutenant Governor in Council makes the following Order. Dated at St. John’s, July 9, 2002. Deborah E. Fry Clerk of the Executive Council THE NEWFOUNDLAND AND LABRADOR GAZETTE

ST. JOHN'S, TUESDAY, JULY 9, 2002 2 Exemption ORDER Analysis 1.

Short title 2. Definition 3. Exemption 4. Repeal

Short title 1. This order may be cited as the Newfoundland and Labrador Hydro-Abitibi Consolidated Inc. Exemption Order, 2002. Definition 2. In this order (a)"Abitibi" means Abitibi-Consolidated Inc., Abitibi-Consolidated, General Partnership, or Abitibi-Consolidated Company of Canada, as the context may require; (b) "Abitibi partner" includes any partner, co-venturer or ownership participant with Abitibi; and (c) "Abitibi threshold" means the Abitibi threshold as defined in the Abitibi- Consolidated Inc. and Abitibi Partner Exemption Order, 2002. 3.

(1) Newfoundland and Labrador Hydro is exempt from the application of the Electrical Power Control Act, 1994 and the Public Utilities Act for all aspects of its activities pertaining to the purchase, from Abitibi or any partnership, joint venture or unincorporated co-owner entity formed by Abitibi and any Abitibi partner, of electrical power and energy above the Abitibi threshold that is available from Abitibi's generating facilities at Bishop's Falls and Grand Falls following commencement of a 27 megawatt project at Grand Falls and a 4 megawatt upgrading at Bishop's Falls.

(2) The activities referred to in subsection (1) include (

a) planning and engineering new electrical power and energy generation and supply; (

b) negotiating and executing all contracts necessary or incidental to any activity described in this exemption; and (

c) acquiring and paying from its operating account, to be recovered through its rates, all amounts to be paid for the supply of this electrical power and energy under those contracts.

ST. JOHN'S, TUESDAY, JULY 9, 2002 3 Repeal 4. The Newfoundland and Labrador Hydro-Abitibi Consolidated Inc. Exemption Order, Newfoundland and Labrador Regulation 94/00, is repealed. © Earl G. Tucker, Queen’s Printer

ST. JOHN'S, TUESDAY, JULY 9, 2002 4

5 NEWFOUNDLAND AND LABRADOR REGULATION 54/02 Abitibi-Consolidated Inc. and Abitibi Partner Exemption Order, 2002 under the Electrical Power Control Act, 1994 and the Public Utilities Act (O.C. 2002 - 242) (O.C. 2002 - 243) (Filed July 9, 2002) Under the authority of

section 5.2 of the Electrical Power Control Act, 1994 and

section 4.1 of the Public Utilities Act, the Lieutenant Governor in Council makes the following Order. Dated at St. John’s, July 9, 2002. Deborah E. Fry Clerk of the Executive Council ORDER Analysis 1.

Short title 2.

Definitions 3. Exemption 4. Limitation 5. Extension of exemption 6. Repeal

ST. JOHN'S, TUESDAY, JULY 9, 2002 6

Short title 1. This order may be cited as the Abitibi-Consolidated Inc. and Abitibi Partner Exemption Order, 2002.

Definitions 2. In this order a) "Abitibi" means Abitibi-Consolidated Inc., Abitibi-Consolidated, General Partnership, or Abitibi-Consolidated Company of Canada, as the context may require; (b) "Abitibi partner" means any partner, co-venturer or ownership participant and includes without limitation Central Newfoundland Energy Inc., Siemens Westinghouse Limited or CHI Canada Inc., and, for greater certainty, any partnership, joint venture or unincorporated co-ownership entity formed by Abitibi and any Abitibi partner; (c) "Abitibi threshold" means (

i) for that period following the commencement of projects until their completion, all electrical power and energy generated from the generating facilities (

A) at Bishop's Falls at levels above 13,600 kW, as measured at Grand Falls, and (

b) at Grand Falls at levels above 45,500 kW, and (ii) for that period following completion of the projects, all electrical power and energy generated from the generating facilities at levels above 54,000 kW; (d) "generating facilities" means Abitibi's hydro generating facilities at Bishop's Falls and at Grand Falls in the Province of Newfoundland and Labrador, following the commencement of the projects; and (e) "projects" means the projects at Grand Falls and Bishop's Falls in the province as described in

section 3.

ST. JOHN'S, TUESDAY, JULY 9, 2002 7 Exemption Limitation Extension of exemption 3. Abitibi, an Abitibi partner and any lender providing financing to the projects are exempt from all of the application of the Electrical Power Control Act, 1994 and the Public Utilities Act for all aspects of their joint or individual activities pertaining to (

a) the design, engineering, planning, construction, commissioning, ownership, operation, management and control of equipment and facilities to be comprised of (

i) a new 27 megawatt turbine/generator and all associated facilities, including without limitation trashrack, intake structure, steel roller gate, penstock and powerhouse, at Abitibi's hydroelectric generating facilities at Grand Falls, and (ii) new turbines/generators to replace existing units and all associated upgrading of Abitibi's hydroelectric generating facilities at Bishop's Falls, including without limitation re-runnering existing turbine modifications to existing governors, rewinding generators for 60 HZ generation, upgrading station auxiliaries and rehabilitating structures; (

b) producing, generating, storing, transmitting, delivering or providing electric power and energy to or for Abitibi for compensation from the generating facilities; (

c) producing, generating, storing, transmitting, delivering or providing surplus electric power and energy from the generating facilities, above the Abitibi threshold as is available by virtue of completion of the projects, to or for Newfoundland and Labrador Hydro for compensation; (

d) negotiating, concluding and executing any and all agreements for activities referred to in paragraphs (

b) and (c); (

e) raising and securing funds necessary to construct the projects' facilities, including without limitation the negotiation, conclusion and execution of any and all agreements and security documentation with any lender providing that financing to the projects; and (

f) any agreements, contracts or instruments necessary or incidental to any activity described in this exemption. 4. This exemption shall not apply or extend to any Abitibi partner or any partnership which has previously operated or at any time after the publication of this order commences operations other than in respect of the projects as a utility regulated under the Electrical Power Control Act, 1994 and the Public Utilities Act. 5. This exemption extends to the successors of the parties described in this order, provided that to extend to a successor of Abitibi other than a partnership,

ST. JOHN'S, TUESDAY, JULY 9, 2002 8 Repeal that successor must be a successor to both the pulp and paper mill at Grand Falls, and the electrical generation facilities or plants at Grand Falls and Bishop's Falls. 6. The Abitibi-Consolidated Inc. and Abitibi Partner Exemption Order, Newfoundland and Labrador Regulation 93/00, is repealed. © Earl G. Tucker, Queen’s Printer

ST. JOHN'S, TUESDAY, JULY 9, 2002 9 Extraordinary Gazette Continuing Index of Subordinate Legislation Title of Act and Subordinate Legislation CNR or Nfld. & Lab. Gazette made thereunder Nfld. & Lab Reg. Amendment Date & Page No. Electrical Power Control Act, 1994 and the Public Utilities Act Newfoundland and Labrador Hydro-Abitibi Consolidated Inc. R&S Extra Gazette Exemption Order, 2002 53/02 NLR 94/00 July 9th, 2002 p. 1 Abitibi-Consolidated Inc. and Abitibi Partner R&S Extra Gazette Exemption Order, 2002 54/02 NLR 93/00 July 9th, 2002 p. 5