OIC Number: 2002 - 235

Date of Order: May 16, 2002

Statute: Provincial Finance Act

OIC Text: A.

Whereas

Section 5 of the Appropriations Act, 2001, S.N.S., 2000,

Chapter 2, reads as follows: 5 The Governor in Council is authorized, for purposes of Sections 46 and 52 of the Provincial Finance Act, and the Minister of Finance is authorized, for purposes of borrowing for a term of greater than one calendar year pursuant to Sections 47 and 52 of that Act, to borrow or raise by way of loan on the credit of the Province, either before or after the expiration of the said fiscal year, and in addition to borrowings authorized by other enactments, the sum of $1,500,000,000 for the public service. B.And

whereas subsection 46(1) and subsections 52(2) and (3) of

Chapter 365 of the Revised Statutes of Nova Scotia, 1989, the Provincial Finance Act, as amended, (the "Provincial Finance Act") read, respectively, as follows: 46 (1)\x09Whenever, in any statute passed by the Legislature, authority is given to the Governor in Council to borrow or raise by way of loan, loan agreement or the issue of securities any sum of money, unless there is some provision to the contrary in the statute by which such authority is given, such sum may be borrowed at such times as the Governor in Council determines by the issue and sale of debentures which may be for such separate sums, may bear interest at such rate or rates and may be payable as to principal and interest at such time or times and at such place or places as the Governor in Council determines. 52

(2) The Governor in Council may cause all such declarations to be made or may authorize some person to make all such declarations and may do or authorize some person to do all such acts, matters and things as are deemed necessary to comply with the provisions of any law of, or in force in, any province of Canada, the United States of America, or any state thereof, the United Kingdom or any other country relating to the issue, registration, transfer or sale of any debentures or other securities.

(3) The Governor in Council may appoint one or more resident agents in the United States of America or in the United Kingdom or in any other country, and may grant to any such agent or agents such powers, rights and authorities as may be required or useful in connection with the issue, registration, transfer or sale of any debentures or other securities. C. And

whereas the Governor in Council, pursuant to the Order of the Lieutenant Governor in Council 2000-66 dated February 23, 2000 ("Order in Council 2000-66"), approved the establishment by the Province of Nova Scotia (the "Province") of a Euro Medium Term Note Programme ("EMTN Programme"), which entitled the Province to issue short term notes, medium term notes and debentures publicly and on a private placement basis into the Euro Market and on a private placement basis into the United States of America in accordance with the terms and conditions as prescribed in Order in Council 2000-66; D. And

whereas paragraphs 2 and 3 of Order in Council 2000-66 read, respectively, as follows: 2. That the Notes issued under the EMTN Programme shall be issued pursuant to

Section 46 or 47 of the Provincial Finance Act, and where so issued pursuant to

Section 46, the Governor in Council shall authorize the issue, and where so issued pursuant to

Section 47, the Minister of Finance, or for him the Deputy Minister of Finance, or the Controller in the Department of Finance (the "Senior Authorized Provincial Officials") or any one or more of them shall authorize the issue; 3. That the Notes issued by the Province under the EMTN Programme pursuant to

Section 46 of the Provincial Finance Act shall be of a term to maturity and have such other terms and conditions consistent with the EMTN Programme as determined by the Governor in Council at the time of issuance; E. And

whereas the Governor in Council deems it necessary to borrow or raise by way of loan on the credit of the Province pursuant to the Appropriations Act, 2001, a sum of Canadian $99,040,000 in net proceeds plus interest in the amount of $1,265,753.42 accrued from February 22, 2002 to May 21, 2002; F. And

whereas the Governor in Council deems it expedient to raise the aforesaid sum by the re-opening, issue and sale of medium term notes of Series B3 of the Province under the Province's EMTN Programme for the purposes set forth therein in the principal amount of Canadian $100,000,000; G. And

whereas the Governor in Council has not heretofore exceeded the authority to borrow set forth in the Appropriations Act, 2001; H. And

whereas there are no contrary statutory provisions as contemplated by subsection 46(1) of the Provincial Finance Act; I. And

whereas the borrowing will not exceed the limits authorized by Order in Council 2000-66.

Now therefore the Lieutenant Governor, by and with the advice of the Executive Council, in and by virtue of said

Chapter 365 of the Revised Statutes of Nova Scotia, 1989, the Provincial Finance Act,

Chapter 2 of the Statutes of Nova Scotia, 2001, the Appropriations Act, 2001, the terms and conditions of Order in Council 2000-66, and of every other power and authority in her vested in this behalf, is pleased to order: 1.

That there be raised by way of loan for the public service as aforesaid on the credit of the Province on or about the 21st day of May, 2002, an amount of Canadian $99,075,000 plus interest of Canadian $1,265,753.42 accrued from February 22, 2002 to May 21, 2002 less expenses of Canadian$35,000 in lawful money of Canada by the re-opening, issuance and sale of Series B3 5.25 per cent Notes due December 20, 2007, of the Province in the aggregate principal amount of Canadian $100,000,000 (the "Notes") and that the sum of Canadian $100,000,000 be charged to the said borrowing authority; 2.

That the principal, interest and other amounts payable in respect of the Notes be payable in lawful money of Canada and all payments in respect of the Notes may be made by cheque or wire transfer or other settlement method as approved by the authorized officials of the Province, as they are defined in paragraph 1 of Order In Council 2000-66 (the "Authorized Provincial Officials"), or any one or more of them; 3.

That the Notes be initially represented by a single temporary global note without interest coupons (the "Global Note"), exchangeable for Notes in definitive bearer form ("Definitive Notes") with interest coupons attached; 4.

That the Notes be dated as of the 21st day of May, 2002, and that they shall be payable on December 20, 2007 or on such earlier date as the Notes may be redeemed as provided for under Order in Council 2000-66, in lawful money of Canada; and bear interest at a coupon rate of 5.25% payable annually in arrears on December 20 of each year, with the first interest payment being December 20, 2002; 5.

That the Notes shall be issued at an issue price of 100.95% less a selling concession of 1.575%, less a management and underwriting commission of 0.30% and less the expenses of Canadian $35,000, in accordance with the terms and conditions of a Subscription Agreement entered into on or about May 16, 2002 between the Province and the Managers named therein (the "Subscription Agreement"), or an agreement to like effect, plus accrued interest of Canadian $1,265,753.42 from February 22, 2002 to May 21, 2002; 6.

That the Notes, amounting in the whole to a sum of Canadian $100,000,000, be issued in coupon form payable to the bearer, in the denominations of Canadian $1,000, Canadian $10,000 and Canadian $100,000, be numbered B3-00001 and upwards and be transferable by delivery; 7.

That the Authorized Provincial Officials, or any one or more of them, are hereby authorized to execute and deliver a pricing supplement relating to the Notes (the "Pricing Supplement"), the Subscription Agreement, and any other documents reasonably required by the Managers pursuant to the Subscription Agreement in connection with the issue and sale of the Notes (collectively, the "Closing Documents") on behalf of the Province, and pursuant to such terms and conditions as any one or more of them shall approve (such approval to be evidenced by any of their original, engraved, lithographed or facsimile signatures), and such execution and delivery shall constitute full, sufficient and final execution and delivery on behalf of the Province and such Closing Documents shall enure to the benefit of and be binding upon the Province; 8.

That the Closing Documents shall be governed by and construed in accordance with the laws of Nova Scotia and the laws of Canada applicable therein and that the Proceedings against the Crown Act shall apply to actions arising out of any of the said documents; 9.

That the issue and sale of the Notes (including the Global Note and the Definitive Notes) in accordance with the terms of the Subscription Agreement and the Pricing Supplement, when executed and delivered as aforesaid in lawful money of Canada at the aforesaid price payable in accordance with their terms, and the carrying out of the obligations of the Province under the Subscription Agreement, be and are hereby authorized and approved in accordance with the provisions hereof; 10.

That the Authorized Provincial Officials be and they are authorized on behalf of the Province to supply all information relating to the Province, including information relating to the public debt of the Province, and its financial position, as may be required to be used in any documents that may be required in connection with the authorization, issue and sale, execution, delivery and listing of the Notes and to warrant the accuracy of such information; 11.

That all necessary and proper proceedings be taken or carried out by the Authorized Provincial Officials, or any one or more of them, including amending or execution of all required documents, to effect the issue and sale of the Notes; and 12. That in addition to the aforementioned terms and conditions, all other terms and conditions of Order in Council 2000-66, including any agreements or documents contemplated therein, where applicable, shall apply to the issue and sale of the Notes.

Department(s): Finance