Order in Council 1191/2017

On the recommendation of the undersigned, the Lieutenant Governor of Ontario, by and with the advice and concurrence of the Executive Council of Ontario, orders that:

Whereas in connection with the restructuring of Stelco Inc. ("Stelco”) pursuant to the Companies’ Creditors Arrangement Act (Canada), Ontario considers it desirable to enter into one or more loan agreements with one or more entities providing post-employment, health and welfare benefits to former Stelco employees  (together, the “OPEB Co-Borrowers”), Stelco and an entity that is established for the purpose of holding certain land, ultimately on behalf of the OPEB Co–Borrowers and a trust to be established for the funding of the Stelco registered pension plans (the “Land Vehicle”);

Therefore, pursuant to the Royal Prerogative;

1. The Minister of Finance is hereby authorized, on behalf of Her Majesty the Queen in right of Ontario (“Ontario”),
   1. to enter into one or more loan agreements with the OPEB Co-Borrowers to lend the OPEB Co-Borrowers a maximum principal amount of $66 million for a term not to exceed 10 years;
   2. to enter into one or more loan agreements with Stelco to lend Stelco a maximum principal amount of $22 million for a term not to exceed 4 years,
   3. to enter into one or more loan agreements with the Land Vehicle to lend the Land Vehicle a maximum principal amount that at any time does not exceed $10 million for a term not to exceed 10 years, and
   4. to enter into and execute such other documents and agreements as the Minister of Finance may consider necessary or desirable in connection with the loan agreements and the restructuring of Stelco
   • all upon such terms and conditions as the Minister of Finance may determine.
2. Each of the Deputy Minister of Finance and the Chief Executive Officer of the Ontario Financing Authority (each an “authorized officer”) are hereby authorized, on behalf of Ontario, to enter into and execute any documents and agreements as such authorized officer may consider necessary or desirable in connection with the loan agreements, all on such terms and conditions as such authorized officer may determine.