P.U.  1 (2001-2002)

IN THE MATTER OF THE PUBLIC

UTILITIES ACT, (THE "ACT")

                   AND

IN THE MATTER OF THE APPLICATION

BY NEWFOUNDLAND AND LABRADOR

HYDRO (“THE APPLICANT”) FOR APPROVAL

TO ISSUE DEBENTURE/S IN AGGREGATE

NOT TO EXCEED $250,000,000 DURING THE

YEAR ENDING DECEMBER 31, 2001,

PURSUANT TO SECTION 91 OF THE ACT.

WHEREAS the Board of Commissioners of Public Utilities (“the Board”) having received the within Application on 21 March 2001; and

WHEREAS pursuant to s. 91(3) of the Act the Board has decided to exercise its discretion to dispose of this matter without a hearing.

IT IS THEREFORE ORDERED THAT:

(1)        Approval be and it is hereby given to the Applicant to issue Debenture(s) Series AB   with an aggregate value not to exceed $150,000,000.00 Canadian in the principal amount and Series AC with an aggregate value not to exceed $100,000,000 Canadian in the principal amount subject to the following conditions:

(a)        The Debenture issue(s) shall be issued on or before December 31, 2001.

(b)        The Applicant shall provide to the Board an Affidavit specifying the terms and conditions of the Debenture issue(s) within twenty-four (24) hours (non business days excepted) after such terms and conditions have been successfully negotiated. In particular, the Affidavit shall set forth the following:

(i)         date of the issue,

(ii)        term,

(iii)       maturity date,

(iv)       principal amount,

                        (v)        interest rate,

                        (vi)       particulars of sinking fund, if any,

(vii)      price to the public and to the underwriters,

                        (viii)      yield to the public,

                        (ix)       the underwriting fee,

                        (x)        actual cost (i.e. yield) to Applicant, and

(xi)       any other material terms or conditions not contemplated at the date of the application but forming part of the negotiated terms and conditions.

(c)        The Applicant shall provide to the Board a copy of the Underwriting Agreement relating to the Debenture issue(s) within twenty-four (24) hours after its terms and conditions have been accepted by both the Applicant and the Underwriters.  The Underwriting Agreement shall not significantly vary and shall be modelled upon the draft Underwriting Agreement filed with the Board in support of the application.

(d)        The Applicant shall provide to the Board a copy of the Order in Council which provided approval of the Applicant to issue such Debenture issue(s).

            (e)        The proceeds from the Debenture issue(s) shall be used in the manner set out in paragraph 4 of the application and Information Request PUB 2.1, and the Applicant shall report by Affidavit to the Board on the disposition of the proceeds no later than January 15, 2002.

            (f)        The Debenture issues will be reviewable for prudency at the Applicant’s rate hearing, the Application for which will be filed with the Board on or before 31 May 2001 pursuant to P.U. No. 38 (2000-2001)

2.         The Applicant shall pay all expenses of the Board arising from this Application.

            DATED at St. John's, Newfoundland, this 9^th day of April 2001.

                                                                                    Robert Noseworthy,

                                                                                    Chairperson and Chief Executive Officer.

                                                                                    G. Fred Saunders,

                                                                                    Commissioner.

G. Cheryl Blundon,

Board Secretary.