OIC Number: 2007 - 101

Date of Order: Feb 22, 2007

Statute: Provincial Finance Act Appropriations Act, 2006

OIC Text: A.\x09And

whereas subsection 46(1) of

Chapter 365 of the Revised Statutes of Nova Scotia, 1989, the Provincial Finance Act, reads as follows: \x0946\x09(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. \x0955 \x09\x09The Governor in Council may provide for the form of and the manner of executing securities, and that any signature upon securities and the coupons attached thereto or upon either of them may be printed, engraved, lithographed or otherwise reproduced. \x0956 \x09\x09The Governor in Council may designate one or more persons to perform such services in respect of the registration of securities as he prescribes.

B. \x09And

whereas

Section 6 of

Chapter 1 of the Acts of 2006, the Appropriations Act, 2006, reads as follows: \x096\x09The 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 $1,000,000,000 for the public service. C. \x09And

whereas the Governor in Council has not heretofore exceeded the authority to borrow set forth in

Section 6 of the Appropriations Act, 2006; D. \x09And

whereas there are no contrary statutory provisions as contemplated by subsection 46(1) of the Provincial Finance Act; and E.\x09And

whereas the Governor in Council deems it necessary to borrow or raise by way of loan, loan agreement or the issue of securities, a sum of $109,641,000 in lawful money of Canada on the credit of the Province of Nova Scotia (the "Province") pursuant to subsection 46(1) of the Provincial Finance Act and

Section 6 of the Appropriations Act, 2006, by the issue and sale of debentures of the Province to the Canada Pension Plan Investment Fund. \x09Now therefore the Governor in Council, by and with the advice of the Executive Council, in and by virtue of

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

Chapter 1 of the Acts of 2006, the Appropriations Act, 2006, and of every other power and authority in her vested in this behalf, is pleased to order: 1.\x09That for the public service as aforesaid, the sum of $109,641,000 in lawful money of Canada be raised on the credit of the Province by the issue and sale of debentures of the Province in the aggregate principal amount of $109,641,000 to the Canada Pension Plan Board to the credit of the Canada Pension Plan Investment Fund, established by the Canada Pension Plan, and that such aggregate principal amount shall be charged to the Appropriations Act, 2006; 2.\x09That the said debentures shall be dated March 2, 2007 on original issue and consist of $109,641,000 aggregate principal amount, bear interest at a rate equal to the rate determined by paragraph 1 and 2 (the Method A calculation), in the Canada Pension Plan Investment Board letter dated July 1, 2005, but in no event shall such rate exceed 6% per annum, and calculated on or before February 26, 2007.

This rate will be applied per annum with said interest accruing from March 2nd, 2007 and mature on March 2nd , 2037 (the "Debentures"); 3.\x09That the principal and interest secured by such Debentures be payable in lawful money of Canada and the said principal and interest be a charge upon the revenue, money and funds of and be a direct and unconditional obligation of the Province; 4.\x09That the aforementioned interest be payable half-yearly in arrears on March 2 and September 2 in each year until maturity, the first interest payment date being September 2, 2007, all in accordance with the terms and conditions of the Debentures; 5.\x09That the Debentures be numbered CP43 and upwards; 6.\x09That the Debentures be signed on behalf of the Province by the Minister of Finance, or for him, the Deputy Minister of Finance, the Assistant Deputy Minister of Finance, the Controller for the Province of Nova Scotia, the Director of Liability Management and Treasury Services (collectively, the "Authorized Provincial Officials"), and that the said Debentures be deemed to be duly executed by the Province when bearing the original manual, printed, engraved, lithographed, facsimile or otherwise reproduced signature of any one or more of the Authorized Provincial Officials; 7. \x09That the Debentures may be redeemed by the Minister of Finance in whole or in part before maturity in accordance with the terms set out in the July 1, 2005 letter of the Canada Pension Plan Investment board; 8.\x09That the Debentures shall be substantially in the following form or in such form with such terms and conditions as approved by the Authorized Provincial Officials, or any one or more of them, provided, however, that the Debentures That the Debentures of this issue be substantially in the following form or to like effect: UNLESS THIS DEBENTURE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CANADA PENSION INVESTMENT BOARD, OR ITS LAWFUL SUCCESSOR, TO THE PROVINCE OF NOVA SCOTIA OR ITS REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY DEBENTURE ISSUED IS REGISTERED IN THE NAME OF CANADA PENSION INVESTMENT BOARD OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CANADA PENSION INVESTMENT BOARD (AND ANY PAYMENT IS MADE TO THE CANADA PENSION INVESTMENT BOARD , OR TO SUCH OTHER ENTITY AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE CANADA PENSION INVESTMENT BOARD), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CANADA PENSION INVESTMENT BOARD, HAS AN INTEREST HEREIN.

CP43\x09$109,641,000 \x09PROVINCE OF NOVA SCOTIA \x09Canada \x09 % DEBENTURE \x09DUE March 2, 2037\x09 Issue of Debenture amounting in the whole to the sum of One Hundred and Nine million, Six Hundred and Forty-One Thousand Dollars in lawful money of Canada made under the authority of Acts of the Legislature of Nova Scotia, namely,

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

Chapter 2 of the Acts of 2003, the Appropriations Act, 2006 and an Order of the Lieutenant-Governor in Council, numbered 2007-101, dated February 22, 2007, made pursuant thereto, and ranks equally with all other unsecured and unsubordinated indebtedness and obligations of the Province of Nova Scotia from time to time outstanding. \x09The Province of Nova Scotia (the "Province") for value received, hereby promises to pay to the \x09CANADA PENSION PLAN INVESTMENT BOARD to the credit of the Pension Plan Investment Fund provided for in the Canada Pension Plan, being

Chapter C-8 of the Revised Statutes of Canada, 1985, as amended (the "Canada Pension Plan"), on March 3, 2036, upon presentation and surrender of this Debenture the principal sum of ONE HUNDRED NINE MILLION SIX HUNDRED AND FORTY-ONE THOUSAND DOLLARS in lawful money of Canada.

Interest will be paid on the principal amount hereof (or such part thereof as shall from time to time remain outstanding) from March 2, 2007, until the day of maturity at the rate of percent (** %) per annum payable semi-annually on March 2 and September 2, in each and every year, beginning September 2, 2007 until the said principal sum is fully paid. \x09This Debenture is issued pursuant to, and governed by, the letter agreement dated July 1, 2005, attached hereto, the terms of which letter as they relate to this debenture being hereby incorporated by reference and thereby forming part hereof. \x09This Debenture is not negotiable and not transferable and is assignable only to a wholly-owned subsidiary of the Canada Pension Plan Investment Board, but shall not be pledged as security or otherwise charged. \x09The principal and interest secured by this Debenture are payable in lawful money of Canada and the said principal and interest are a charge upon the revenue, money and funds of the Province and shall be paid out of the Consolidated Fund of the Province. \x09This Debenture is issued under authority of the Provincial Finance Act, Appropriations Act, 2006, as amended. \x09This Debenture is governed by, and shall be construed in accordance with, the laws of the Province of Nova Scotia and the laws of Canada applicable therein. \x09Dated at Halifax Regional Municipality, in the Province of Nova Scotia on the 2nd, day of March, 2007. \x09On behalf of the Province of Nova Scotia, Signed by:\x09\x09\x09\x09\x09Countersigned by: Vicki Harnish\x09\x09\x09\x09Roy Spence Deputy Minister of Finance\x09\x09Director Liability Management \x09\x09\x09\x09\x09\x09and Treasury Services 9.\x09That the Debentures when signed and delivered as herein contemplated, will be direct, unconditional and general obligations of the Province, will be unsecured and rank pari passu with all other unsecured and unsubordinated notes, bonds, debentures and all other similar securities issued by the Province;\x09 10.\x09That if any Authorized Provincial Official whose original engraved, lithographed or other facsimile signature appears on any Debenture shall cease to be such official prior to or after the issuance thereof, the Debenture bearing such original, engraved, lithographed or other facsimile signature shall nevertheless be valid; 11.\x09That all acts of persons and agents undertaken on behalf of the Province in connection with the issuance of the Debentures shall be considered to be valid and that all matters and all documents deemed necessary to be completed or executed by the Authorized Provincial Officials or any one or more of them to give effect to this Order are hereby approved notwithstanding the fact that such acts, matters and documents were done before the date of this Order; and 12.\x09That 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 give effect to the intent of this Order, including the creation, issue, sale and fulfilment of the terms and conditions of the Debentures.

Department(s): Finance