Sydney Steel Corporation Act

CHAPTER 456

OF THE

REVISED STATUTES, 1989

amended 2000, c. 33, s. 9

NOTE - This electronic version of this statute is provided by the Office of the Legislative Counsel for your convenience and personal use only and may not be copied for the purpose of resale in this or any other form. Formatting of this electronic version may differ from the official, printed version. Where accuracy is critical, please consult official sources.

An Act Respecting Sydney Steel Works

Short title

1 This Act may be cited as the Sydney Steel Corporation Act. 1967 (2nd Sess.), c. 1, s. 1.

Interpretation

2 In this Act,

(a) "Agreement" means the Agreement set forth in the Schedule to this Act;

(b) "Board" means the Board of Directors of the Corporation;

(c) "Chairman" means the Chairman of the Board;

(d) "Corporation" means the Sydney Steel Corporation;

(e) "Dosco" means the Dominion Steel and Coal Corporation Limited;

(f) "Minister" means the Minister of Industry, Trade and Technology;

(g) "Nova Scotia" means Her Majesty in right of the Province represented in this behalf by the Minister;

(h) "President" means the President of the Corporation;

(i) "Sydney Works" means the steel plant of Dosco located at Sydney and referred to in the Agreement. 1967 (2nd Sess.), c. 1, s. 2; 1970-71, c. 56, s. 13; 1988, c. 30, s. 20.

PART I

AGREEMENT BETWEEN

NOVA SCOTIA AND DOSCO

Ratification of Agreement

3 The Agreement in the form in the Schedule to this Act is ratified and confirmed. 1967 (2nd Sess.), c. 1, s. 3.

Confirmation of authority for execution of Agreement

4 The Premier and Minister of Finance is declared to have had on the date of the execution of the Agreement full power and authority to enter into and execute it on behalf of Nova Scotia. 1967 (2nd Sess.), c. 1, s. 4.

Powers of Governor in Council

5 The Governor in Council is empowered to

(a) do every act and exercise every power and expend every sum of money necessary or proper for the purposes of implementing in every respect every obligation assumed by Nova Scotia under the Agreement;

(b) do and perform the acts, matters and things in the Agreement provided to be done or performed by Nova Scotia in the manner and with the effect and under the conditions stipulated and provided in the Agreement;

(c) authorize the Minister to make any request, to give any notice or direction, to grant or withhold any approval or consent or to do any other act or thing required or permitted to be done by Nova Scotia by or under the Agreement;

(d) convey any or all of the property or benefits acquired by Nova Scotia under the Agreement or otherwise acquired and forming part of or incidental to Sydney Works to the Corporation or any other person;

(e) assign any or all of the property or benefits acquired by Nova Scotia under the Agreement or otherwise acquired and forming part of or incidental to Sydney Works to the Corporation or any other person;

(f) do every act and exercise every power and expend every sum of money that the Governor in Council considers necessary or incidental to continue the operations of Sydney Works for a sufficient time to assess the long-term future of Sydney Works;

(g) enter into contracts with any person or persons within or outside Canada or with Her Majesty in right of Canada or any other province or any agent of Her Majesty in right of Canada or any other province relating to the operation of Sydney Works or the marketing or shipping of products acquired by or produced by Nova Scotia or the Corporation. 1967 (2nd Sess.), c. 1, s. 5.

Source of funds

6 The Governor in Council may raise from time to time by way of loan on the credit of the Province, chargeable to Capital Account, such sum or sums as are deemed necessary for the purpose of carrying out the obligations assumed by Nova Scotia under the Agreement or of continuing the operations of Sydney Works for a sufficient time to assess the long-term future of Sydney Works and to give effect to that assessment or, if it is deemed expedient so to do, the Governor in Council may pay the said sum or sums out of the Special Reserve Account of the Province or out of the Revenue of the Province for any year or years. 1967 (2nd Sess.), c. 1, s. 6.

PART II

SYDNEY STEEL CORPORATION

Sydney Steel Corporation

7 (1) A Corporation is hereby established to be called the Sydney Steel Corporation, consisting of a Board of Directors comprised of a Chairman and not fewer than four nor more than nine other directors to be appointed in the manner provided in Section 8.

Eligibility of member of House of Assembly

(2) Any member of the House of Assembly including a member of the Executive Council, may be appointed to and sit on the Board, and no person shall be rendered ineligible or disqualified from sitting or voting in the House of Assembly by reason of his being a member of the Board and receiving remuneration therefor or by reason of any dealing by the Corporation with the Province. 1967 (2nd Sess.), c. 1, s. 7; 1968, c. 15, s. 1; 1972, c. 61, s. 1.

Directors and President

8 (1) The Chairman and the other directors and a President shall be appointed by the Governor in Council each to hold office for such term as specified in the appointment.

Effect and filling of vacancy

(2) A vacancy on the Board does not impair the right of the remaining directors to act but, where any such vacancy occurs, it shall be filled as soon as practicable by appointment in the manner provided in this Section. 1967 (2nd Sess.), c. 1, s. 8; 1968, c. 15, s. 2; 1970, c. 22, s. 1.

Presiding at meetings

9 (1) The Chairman shall preside at meetings of the Board but in the event of the absence or incapacity of the Chairman or if the office of Chairman is vacant, the President, if a director, shall preside at such meetings.

Chairman absent and President not director

(2) When the President is not a director, in the event of the absence or incapacity of the Chairman at any meeting, the directors present shall name one of their number to preside at such meeting.

Chairman absent and President a director and absent

(3) When the President is a director, in the event of the absence or incapacity of both the Chairman and the President at any meeting, the directors present shall name one of their number to preside at such meeting. 1967 (2nd Sess.), c. 1, s. 9; 1968, c. 15, s. 3.

Vice-president

10 The Board may appoint, not necessarily from among its own members, a Vice-president or Vice-presidents for such term or terms as specified in the appointment or appointments. 1970, c. 22, s. 2.

Chief Executive Officer

11 (1) The Governor in Council shall appoint either the Chairman or President as the Chief Executive Officer of the Corporation.

Power of Chief Executive Officer

(2) The Chief Executive Officer may, subject to the control and direction of the Board, have charge of the conduct of the business of the Corporation.

Acting Chief Executive Officer

(3) In the event of the absence or incapacity of the Chief Executive Officer or if the office of the Chief Executive Officer is vacant, the Board shall authorize the Chairman, the President or a director of the Corporation to act as the Chief Executive Officer for the time being, but no person so authorized by the Board has authority to act as Chief Executive Officer for a period exceeding sixty days without the approval of the Governor in Council. 1968, c. 15, s. 5; 1970, c. 22, s. 3.

Remuneration of Chief Executive Officer and director

12 (1) The Chief Executive Officer shall be paid by the Corporation a salary to be fixed by the Governor in Council and the Chairman and the other directors shall be paid by the Corporation such fees for attendances at meetings of the Board or any committee thereof as are fixed by by-law of the Corporation.

Travelling and living expenses

(2) Each director is entitled to be paid by the Corporation such travelling and living expenses incurred by him in the performance of his duties as are fixed by by-law of the Corporation. 1967 (2nd Sess.), c. 1, s. 11; 1968, c. 15, s. 6.

Personnel

13 (1) The Corporation may employ such officers and employees and technical and professional advisers and consultants as it considers necessary for the proper conduct of its activities.

Remuneration and terms of employment

(2) The persons employed pursuant to subsection (1) shall be paid by the Corporation such remuneration as is fixed, agreed to or provided for by the Board and shall be employed on such terms and conditions as are fixed, agreed to or provided for by the Board. 1967 (2nd Sess.), c. 1, s. 12.

Acquisition and alienation of property

14 For the purpose of enabling Nova Scotia or the Corporation to carry out the object of this Act, Nova Scotia or the Corporation is empowered to acquire, hold and dispose of property including all or part of the assets and business of Doscos Sydney Works as referred to in the Agreement. 1967 (2nd Sess.), c. 1, s. 13.

Vesting of property in Province or Corporation

15 (1) Nova Scotia or the Corporation may, for the purpose of transferring property in accordance with the terms of the Agreement, deposit in the office of the Registrar of Deeds for the registration district of the County of Cape Breton a plan of the land or any part thereof and an inventory of the other property or any part thereof that Nova Scotia or the Corporation is empowered to acquire pursuant to Section 14 and, upon publication in the Royal Gazette of a notice that a plan and inventory have been so deposited,

(a) all interests, other than of Her Majesty in right of Canada, in the land depicted on the plan as being taken by Nova Scotia or the Corporation; and

(b) all rights, other than of Her Majesty in right of Canada, in the property described in the inventory,

shall vest in Nova Scotia or the Corporation, as the case may be, free from any and all encumbrances, by virtue of this Act and without further assurance.

Signing and transmission of plan and inventory

(2) A plan and inventory deposited in accordance with subsection (1) shall be signed by the Minister or the President, as the case may be, and a copy of the plan and the inventory shall be sent by registered mail addressed to Dosco at its address as then known to the Minister or the Corporation. 1967 (2nd Sess.), c. 1, s. 14.

Interpretation of Section 15

16 For the purpose of Section 15, "land" shall be deemed to include personal property as though personal property were an interest in land. 1967 (2nd Sess.), c. 1, s. 15.

Abandonment or compensation

17 Where, pursuant to the provisions of Section 15, property other than that in which Dosco or an associated company has an interest becomes vested in Nova Scotia or the Corporation, Nova Scotia or the Corporation may abandon such property by filing a declaration of abandonment in the office of the Registrar of Deeds for the registration district of the County of Cape Breton or shall pay compensation therefor. 1967 (2nd Sess.), c. 1, s. 16.

Condition for compensation

18 No consideration or compensation is payable for any tangible personal property acquired pursuant to Section 14, whether in the manner provided in Section 15 or otherwise, unless the person claiming to be entitled thereto establishes that actual physical possession of the property has been delivered to Nova Scotia or the Corporation as the case may be. 1967 (2nd Sess.), c. 1, s. 17.

Conveyance by Dosco to Province or Corporation

19 A document or documents executed by Dosco purporting to convey the property and assets or any part thereof referred to in the Agreement to Nova Scotia or the Corporation when registered in the office of the Registrar of Deeds for the County of Cape Breton shall vest in Nova Scotia or the Corporation, as the case may be, the said property or assets free from any and all encumbrances by virtue of this Section and without further assurances. 1967 (2nd Sess.), c. 1, s. 18.

Right of access to Sydney Works

20 The Minister or President or any person or persons designated in writing by the Minister or the President shall have free and unimpeded access at all times to each and every part of Sydney Works and, without limiting the generality of the foregoing, may survey and take levels of Sydney Works, and inspect all books, minutes, reports, documents, records, inventories, chattels, papers, things and properties of Dosco relating to Sydney Works, and all reasonable aid and assistance shall, on request, be rendered to any such person or persons by the board of directors, officers and employees of Dosco, including aid and assistance in the making and giving of extracts, copies and statements. 1967 (2nd Sess.), c. 1, s. 19.

Object of Corporation

21 The object of the Corporation is to continue the operations of Sydney Works for a sufficient time to assess the long-term future of Sydney Works and to give effect to that assessment. 1967 (2nd Sess.), c. 1, s. 20.

Powers of Corporation

22 In carrying out its object the Corporation may

(a) accept an assignment by Nova Scotia of its benefits under the Agreement and assume and perform all obligations of Nova Scotia under the Agreement;

(b) accept conveyance from Nova Scotia or any person of any property or assets necessary or incidental to the operation of Sydney Works;

(c) either by itself, or in co-operation with any person or persons within or outside Canada or with Her Majesty in right of Canada or Nova Scotia or any other province or any agent of Her Majesty in right of Canada or Nova Scotia or any other province, rehabilitate, improve, operate, maintain and expand Sydney Works or part thereof or related fixtures, machinery, equipment or property of any other nature acquired by the Corporation;

(d) enter into contracts with any person or persons within or outside Canada or with Her Majesty in right of Canada or Nova Scotia or any other province or any agent of Her Majesty in right of Canada or Nova Scotia or any other province relating to the operation of Sydney Works or the marketing or shipping of products acquired by or produced by the Corporation;

(e) do all such other things as the Corporation deems incidental or conducive to the attainment of its object. 1967 (2nd Sess.), c. 1, s. 21.

Powers under Companies Act

23 Except as otherwise provided in this Act, the Corporation has the capacity, rights, powers and privileges of a natural person. 1967 (2nd Sess.), c. 1, s. 22; 2000, c. 33, s. 9.

Proceedings against the Crown Act

24 (1) Subject to this Section, the provisions of the Proceedings against the Crown Act shall apply mutatis mutandis to the Corporation.

Interpretation of Proceedings against the Crown Act

(2) For the purpose of this Section, a reference in the Proceedings against the Crown Act

(a) to the Crown shall be construed as a reference to the Corporation;

(b) to the Minister of Finance shall be construed as a reference to the Treasurer of the Corporation;

(c) to the Consolidated Fund of the Province shall be construed as a reference to the funds of the Corporation.

Style of action against Corporation

(3) In proceedings pursuant to this Section an action shall be brought against the Corporation in the name of the Corporation.

Service of Document

(4) Where a document or notice must be served upon or given to the Corporation pursuant to this Section or the Proceedings against the Crown Act, it shall be served upon or given to the Attorney General and such service shall be and shall be deemed to be service upon the Corporation. 1972, c. 61, s. 2.

Pension benefits

25 In respect of service to the Corporation or Dosco Sydney Works, the Corporation may, with the approval of the Governor in Council, provide for the establishment, management and administration of pension arrangements for the benefit of persons, and dependents of persons, employed by the Corporation or who were at any time prior to the thirty-first day of December, 1967, employed by Dosco Sydney Works, for the establishment, management and administration of pension arrangements for the Chairman, President and other officers of the Corporation and dependents of such persons, for the contributions thereto to be made by the Corporation out of moneys administered by the Corporation, and for the investment of pension fund moneys. 1967 (2nd Sess.), c. 1, s. 23; 1968, c. 15, s. 7; 1970, c. 22, s. 4.

Powers of Minister of Finance

26 (1) The Minister of Finance may, with the approval of the Governor in Council,

(a) pay or advance to the Corporation from time to time as required by it amounts necessary for the attainment of its object; and

(b) do every act and exercise every power and expend every sum of money that the Minister of Finance considers necessary or incidental to the Corporation attaining its object.

Source of funds

(2) The Minister of Finance may, with the approval of the Governor in Council, raise from time to time by way of loan on the credit of the Province, chargeable to Capital Account, such sum or sums as he deems necessary or incidental to the Corporation attaining its object; or if it is deemed expedient so to do, the Minister of Finance, with the approval of the Governor in Council, may pay the said sum or sums out of the Special Reserve Account of the Province or out of the Revenue of the Province for any year or years. 1967 (2nd Sess.), c. 1, s. 24; 1970-71, c. 56, s. 12.

Bank accounts

27 (1) The Corporation shall maintain in its name one or more accounts in one or more chartered banks designated by the Minister of Finance.

Deposit and use of moneys

(2) All moneys received by the Corporation through the conduct of the operations of Sydney Works or otherwise on behalf of or to the credit of the Corporation shall be deposited to the credit of the accounts established pursuant to subsection (1) and shall be administered and expended by the Corporation exclusively in the exercise and performance of the powers, duties and functions of the Corporation.

Investment

(3) The Corporation may invest any moneys administered by it pursuant to this Section in obligations of or guaranteed by the Government of Canada or Nova Scotia.

Books of account and records

(4) The Corporation shall keep proper books of account and records.

Annual statement of account

(5) Subject to such directions as to form as the Minister of Finance and the Minister may jointly give, the Corporation shall prepare in relation to its operations, in respect of each financial year of the Corporation, statements of accounts which shall include

(a) a balance sheet, a statement of income and expense and a statement of surplus, containing such information as, in the case of a company incorporated pursuant to the Companies Act, is required to be laid before the company by the directors at an annual meeting; and

(b) such other information in respect of the financial affairs of the Corporation as the Minister or the Minister of Finance may require.

Financial statement and report

(6) Upon the request of the Minister, the Corporation shall provide to the Minister financial statements and reports in the form and containing the information prescribed by the Minister. 1967 (2nd Sess.), c. 1, s. 25; 1970-71, c. 56, s. 12.

Head office

28 The head office of the Corporation shall be at Sydney, Nova Scotia, but meetings of the Board may be held in such other places as the directors may decide. 1967 (2nd Sess.), c. 1, s. 26.

By-laws

29 (1) The Board may make by-laws

(a) respecting the calling of meetings of the Board;

(b) respecting the conduct of business at meetings of the Board and the establishment of committees thereof, the delegation of duties to such committees and the fixing of quorums for meetings of the Board and committees thereof;

(c) fixing the fees to be paid to the Chairman and the other directors for attendances at meetings of the Board or any committee thereof, and the travelling and living expenses to be paid to directors;

(d) respecting the duties and conduct of the directors, officers and employees of the Corporation and the terms and conditions of employment of officers and employees of the Corporation;

(e) generally for the conduct and management of the affairs of the Corporation.

Approval of by-law

(2) No by-law made pursuant to clause (c) of subsection (1) has any effect unless it has been approved by the Governor in Council. 1967 (2nd Sess.), c. 1, s. 27; 1968, c. 15, s. 8.

Trade Union Act

30 The Trade Union Act shall apply to the Corporation and its employees. 1967 (2nd Sess.), c. 1, s. 28.

Rights of Dosco employees against Dosco preserved

31 The rights of employees of Dosco acquired by such employees against Dosco, or any trustee of Dosco, by virtue of such employment are not abrogated or abridged by this Act or the Agreement. 1967 (2nd Sess.), c. 1, s. 29.

Tax exemption

32 (1) The property of the Corporation is exempt from taxation under or pursuant to any Act of the Legislature.

Determination of values under agreement unaffected

(2) Nothing in this Section shall affect or alter the provisions of the Agreement respecting the determination of values.

Grant in lieu of tax

(3) The Corporation may pay to any municipality a grant in respect of any property exempt from tax pursuant to this Section and may enter into such agreements as may be necessary to give effect to the provisions of this subsection.

Determination of grant

(4) If the Corporation and a municipality are unable to agree, the Corporation shall pay such grant as may be determined by the Governor in Council. 1967 (2nd Sess.), c. 1, s. 30; 1969, c. 86, ss. 1, 2.

Annual report and tabling

33 (1) The Corporation shall, within two months after the termination of its financial year, present to the Minister a report, in such form as the Governor in Council may direct, on the operations of the Corporation for that financial year, and the Minister shall cause the report to be laid before the House of Assembly within fifteen days after the receipt thereof or, if the House of Assembly is not then sitting, on any of the first fifteen days next thereafter that the House of Assembly is sitting.

Included in annual report

(2) Each annual report presented by the Corporation in accordance with subsection (1) shall include the statements of accounts specified in subsection (5) of Section 27. 1967 (2nd Sess.), c. 1, s. 31.

Winding up of Corporation

34 Notwithstanding the provisions of the Companies Winding Up Act, the Corporation may wind up and dispose of its assets and liabilities within such time and in such manner and subject to such conditions as the Governor in Council may prescribe. 1967 (2nd Sess.), c. 1, s. 32.

Certain fees not payable

35 The fees payable pursuant to the rules of the House of Assembly and the fees payable to the registrar pursuant to the Corporations Registration Act shall not be payable in respect to the Corporation. 1967 (2nd Sess.), c. 1, s. 33.

SCHEDULE

THIS AGREEMENT made this 22nd day of November, 1967.

BETWEEN:

HER MAJESTY THE QUEEN, in the Right of the Province of Nova Scotia,

(hereinafter called "Nova Scotia")

OF THE FIRST PART

- and -

DOMINION STEEL AND COAL CORPORATION, LIMITED, a body corporate

(hereinafter called "Dosco")

OF THE SECOND PART

WITNESSETH:

WHEREAS on October 13, 1967 Dosco announced its decision to disengage from operations at its Sydney Works by April 30, 1968;

AND WHEREAS Nova Scotia has determined it to be in the best interests of the public to continue operations at Sydney Works for a sufficient time to assess the long-term future of Sydney Works;

AND WHEREAS the parties agree that Dosco should be placed in a financial position neither more nor less favourable than that which would have obtained had Dosco proceeded with its decision to disengage from operations at Sydney Works;

NOW THEREFORE the parties hereto have entered into this agreement in the spirit and intent that Dosco will be placed in a financial position neither more nor less favourable than that which would have obtained had Dosco proceeded with its decision to disengage from operations at Sydney Works by April 30, 1968 and covenant and agree as follows:

(1) Nova Scotia agrees to acquire and Dosco agrees to sell the assets and business of Doscos Sydney Works at the close of business on December 31, 1967 including without limitation:

(a) the land, buildings, machinery and equipment of Sydney Works;

(b) all contracts and licences;

(c) the title or interest of Dosco in all assignable patents, industrial designs, data and rights and drawings relative to operations at Sydney Works; provided that after December 31, 1967 Dosco will have the right to the royalty-free use of all such assets presently owned by Dosco and the right to the use, on the basis of reimbursing Nova Scotia for any royalties payable by it attributable to Doscos use, of all such assets for the use of which a royalty or fee is presently payable by Dosco;

(d) all prepaid expenses and other current assets; and

(e) the free and nonexclusive right to the use in common with Dosco of all trade marks, trade names and copyrights used at Sydney Works or in association with the products of Sydney Works;

but excluding:

(f) cash on hand and on deposit;

(g) accounts receivable not carried on the books at Sydney Works and the account carried on the books at Sydney Works under the heading "non-trade accounts receivable";

(h) prepaid expenses not reasonably necessary in the opinion of Nova Scotia to the operation of Sydney Works;

(i) accounts due from associated companies;

(j) moneys or securities deposited on account of customs duties and any similar deposits;

(k) the guest house at Delriada Bay; and

(l) contracts under which all materials and services have been delivered or rendered and contracts having a term expiring later than April 30, 1968 and providing for the supply of materials and services to Sydney Works.

(2) The considerations for the assets to be acquired by Nova Scotia shall be or be determined as at December 31, 1967, as follows:

(a) for inventories other than rolls and moulds - the cost as shown on the books at Sydney Works, subject to adjustment for shortages or overages based on audit or physical check and having regard to obsolescence and other factors generally considered in the valuation of inventories;

(b) for accounts receivable - the book value as shown on the books at Sydney Works with appropriate allowances for bad or uncollectible debts determined in accordance with generally accepted accounting practice;

(c) for prepaid expenses - the book value at December 31, 1967 as shown on the books at Sydney Works determined in accordance with generally accepted accounting practice;

(d) for rolls and moulds and for land, buildings, machinery and equipment - prices to be negotiated by January 31, 1968 and failing agreement by that date, prices to be determined in accordance with paragraph (3) hereof, the said prices to be separately stated for each such class of assets; and

(e) for all other assets - the book value as shown on the books at Sydney Works determined in accordance with generally accepted accounting practice.

Interest on the prices to be paid for land, buildings, machinery and equipment will accrue on the unpaid portion thereof from April 30, 1968 at a rate equal to the bankers rate available to Nova Scotia from and after April 30, 1968.

(3) If the parties have not agreed on the considerations for rolls and moulds and for the land, buildings, machinery and equipment by January 31, 1968, each party shall within fifteen days thereafter select a valuer (who shall have not less than ten years experience in the steel business) for the purpose of determining such considerations, and the valuers so selected by the parties shall be instructed to agree, within ten days after their appointment, on the selection of a third valuer (who shall have not less than ten years experience in the steel business) to assist in such determination. If either of the parties fails within the said fifteen days to select a valuer or if the valuers selected by the parties fail to agree on the selection of a third valuer within the said ten days the valuer or valuers not so selected shall be an individual (who shall have not less than ten years experience in the steel business) independent of any known connection with Nova Scotia or with Dosco appointed by the Chief Justice of Nova Scotia upon the written request of either of the parties hereto. The said third valuer shall act as chairman of the board of valuers. The board of valuers so selected shall be instructed to determine the said considerations on the basis of the fair market value of the assets to be valued assuming that Dosco had proceeded with its plan to disengage from operations at its Sydney Works on April 30, 1968 and without taking into account any increase in value by virtue of this agreement, and the said board shall also be instructed to use their best efforts to complete their determination not later than March 31, 1968. Any determination concurred in by a majority of the members of the board of valuers shall be deemed the determination of the board but, in the event of any failure of a majority to concur, then the determination of the chairman shall be deemed the determination of the board. In making their determination the valuers shall be considered as experts and not as arbitrators and the determination of the board shall be final and binding on the parties hereto.

(4) The foregoing considerations will be paid or satisfied by Nova Scotia as follows:

(a) as to all assets other than those specified in sub-paragraphs (b) and (c) of this paragraph (4) by payment in five equal monthly instalments, commencing January 31, 1968; provided that the accounts payable by Dosco in respect of Sydney Works as at December 31, 1967 will be paid by Nova Scotia on behalf of Dosco and any amounts so paid will be deducted from subsequent instalments payable and to the extent not so deducted by May 31, 1968 will be deducted from any payment thereafter due for land, buildings, machinery and equipment or will constitute a debt due by Dosco to Nova Scotia;

(b) as to land, buildings, machinery and equipment, by payment of the amounts due as agreed or as determined by the valuers in seven equal monthly instalments, commencing June 1, 1968 together with interest thereon as provided in paragraph (2) payable, to the extent of any interest then accrued and unpaid, with each instalment of principal; and

(c) as to rolls and moulds by payment of the amount due as agreed or as determined by the valuers within five days after the earlier of such agreement or completion of the determination by such valuers.

(5) (a) From the effective date of this agreement until April 30, 1968, Dosco will not, without the written consent of a representative to be appointed immediately by Nova Scotia;

(b) Nova Scotia will indemnify and save Dosco harmless from any loss, damage or claim suffered by Dosco resulting from Doscos efforts, in anticipation or in pursuance of this agreement, to maintain the operating capability and potential of Sydney Works.

(c) In order to permit Nova Scotia to operate Sydney Works as a going concern from January 1, 1968, Dosco will manage the operations of Sydney Works for the account of Nova Scotia from January 1, 1968 to April 30, 1968, subject to the direction and control of the representative to be appointed by Nova Scotia. These management services will be provided on the basis of cost to Dosco. Dosco will co-operate with Nova Scotia to the end of achieving by April 30, 1968 the transition of managerial functions to employees of Nova Scotia. Nova Scotia will indemnify and save Dosco harmless from and against any loss, damage or claim arising as a result of any act or omission of Dosco in the management of operations at Sydney Works after December 31, 1967, provided such loss, damage or claim does not result from Doscos own wilful neglect or default.

(6) Dosco will assign as at December 31, 1967 all contracts, purchase orders and agreements (other than those excluded by paragraph (1)) made by it relevant to the operation of the Sydney Works and Nova Scotia will be entitled to the benefits and assume the liabilities relating thereto, provided such liabilities were incurred in the ordinary course of business or with the written consent of the representative to be appointed by Nova Scotia. In order to permit Nova Scotia to operate Sydney Works until April 30, 1968, Dosco will continue to supply to Sydney Works of its normal requirements of materials and services to April 30, 1968 under the contracts excepted by subparagraph (l) of paragraph (1) hereof but Dosco will be free to proceed immediately with the cancellation of such contracts in respect of the supply of such materials and services after April 30, 1968. Nova Scotia will make its own arrangements for the supply of such materials and services to Sydney Works after that date.

(7) (a) The parties will instruct their respective auditors, namely Messrs. Touche, Ross, Bailey and Smart on behalf of Nova Scotia, and Messrs. Price Waterhouse on behalf of Dosco, to prepare as soon as practicable after December 31, 1967, and in any event not later than January 25, 1968, a statement of the considerations payable by Nova Scotia for the assets specified in subparagraphs (a), (b), (c) and (e) of paragraph (2) hereof. If the said auditors do not agree on the contents of such a statement they shall be instructed to each prepare a statement and the payments to be made under subparagraph (a) of paragraph (4) hereof shall be commenced on the basis of the average of the considerations specified by the auditors in their separate statements. The parties auditors shall then be instructed on or before January 31, 1968 to refer their separate statements of the considerations to be paid for the said assets to a third firm of nationally recognized auditors to be agreed between the parties hereto or, failing such agreement by February 10, 1968, to be appointed by the Chief Justice of Nova Scotia upon the written request of either of the parties hereto. The said third firm of auditors will be instructed to determine the said considerations in accordance with the provisions of this agreement on or before February 25, 1968. In making their determination of the said considerations the third firm of auditors shall be considered as experts and not as arbitrators and their determination shall be final and binding on the parties hereto. Any payments made in respect of such considerations prior to the determination by the third firm of auditors shall be appropriately adjusted in accordance with their determination forthwith after such determination is made. For the purpose of preparing such statements and determinations the said auditors shall have all requisite access to books and records relating to Sydney Works.

(b) After December 31, 1967 all accounting books and records at Sydney Works will remain in the custody of Nova Scotia, but representatives of Dosco and Doscos auditors will have the right of access during ordinary business hours to such books and records for the purpose of matters arising under this agreement, the preparation of Dosco statements and the settlement of outstanding matters with taxation authorities and others.

(8) Nova Scotia agrees to supply and Dosco agrees to purchase from Sydney Works to Doscos Contrecoeur, Trenton and Montreal Works, Doscos requirements for the purchase of billets, slab ingots and blooms and other forms of semi-finished steel from January 1, 1968 until April 30, 1969 on the terms and conditions set out in Schedule "A" hereto. After April 30, 1969 Dosco will consider Nova Scotia a preferred supplier of such steel at competitive cost to Dosco, competitive quality and competitive delivery schedules. If Dosco disposes of its Contrecoeur Works by way of sale, merger or otherwise or if Dosco becomes divested of control over the purchase of steel supplies for Contrecoeur Works, then Dosco will give Nova Scotia six weeks written notice of such disposition or divestiture and, upon expiry of the said period of six weeks, neither party will have any further liability or responsibility under this paragraph to the other.

(9) Nova Scotia consents that and Dosco will, not later than November 30, 1967, give notice of termination of employment to all employees at Sydney Works effective as at December 31, 1967. Nova Scotia will contemporaneously offer equivalent employment and rates of pay at Sydney Works to all such employees effective as at January 1, 1968. As of December 31, 1967 Dosco will discontinue its contributions to group life insurance and medical coverage and other like coverage in respect of Sydney Works. After December 31, 1967, Dosco will honor its legal obligations to employees and former employees of Sydney Works under its pension plans, including the continuance of pension payments to retired former employees. Nova Scotia will thereafter assume all obligations for group life insurance and medical and other coverage payable to persons by virtue of their employment at Sydney Works after December 31, 1967.

(10) Except as may be expressly altered hereby, rights and liabilities of Dosco and Nova Scotia not arising hereunder will not be altered or affected hereby and will be enforceable to the same extent and in the same manner as if this agreement did not exist; provided that any sums found to be due by Dosco to Nova Scotia other than pursuant to this agreement will not be set off against amounts due by Nova Scotia to Dosco hereunder. Dosco agrees to respond to any judgment of the Courts of Nova Scotia made against it after the effective date of this agreement provided that any such judgment is not appealed or in good faith intended to be appealed by Dosco.

(11) It is contemplated that Nova Scotia will desire to assign its benefits under this agreement to an agency of government or body corporate to be specified by Nova Scotia and to procure performance of its obligations under this agreement by such agency or body corporate. Dosco consents to such assignment and performance provided Nova Scotia is not relieved by such consent of its primary liability for such performance.

(12) This agreement will become binding on the parties hereto when approved on behalf of Nova Scotia by the Legislature of Nova Scotia and on behalf of Dosco at a meeting of its shareholders. When so approved, this agreement will be deemed to have become effective on the date of its original execution on behalf of the parties hereto. Each of the parties will forthwith take all appropriate steps to obtain the said approvals as quickly as possible.

IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and year first above written.

SIGNED AND DELIVERED ) HER MAJESTY THE QUEEN

in the presence of ) in the Right of the Province

) of Nova Scotia.

)

) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SIGNED, SEALED AND ) Premier and Minister of

DELIVERED ) Finance and Economics

in the presence of )

) DOMINION STEEL AND COAL

) CORPORATION, LIMITED

)

) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

) President

)

) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

) Secretary

SCHEDULE A

SEMI FINISHED STEEL

PRICES TO DOSCO STEEL FROM SYDNEY

DELIVERY

Delivered in plant Contrecoeur at base price.

Delivered in plant Montreal - base plus $ .20

GENERAL DESCRIPTION

All prices in Canadian dollars per net ton of 2,000 lbs.

ROD BILLETS

SPECIFICATION Dosco B-2(A)

BASE PRICE $74.15

EXTRAS

CHEMISTRY

CARBON up to .18

.18 to .29 .98

.30 to .39 1.96

.40 to .49 2.94

.50 to .59 3.92

.60 to .69 7.84

.70 and up 9.80

MANGANESE up to .90

.91 to 1.10 .98

1.11 to 1.20 1.96

1.21 and over to be negotiated

PHOSPHORUS .04 to .07 .98

PRACTICE Extra for Killed steel $3.92

QUALITY Cold Heading quality 7.84

(including 100% scarfing of

bloom-Ultra sonic testing 100%,

Magnaglow inspection or shot blast

cleaning and visual inspection 100%)

REBAR BILLETS

SPECIFICATION Dosco R-1

BASE PRICE Grades 1-3 $72.15

EXTRAS Grade 4 .50

Grade 5 to be negotiated

QUALITY REQUIREMENTS:

Should Sydney be unable to meet specifications, which is considered unlikely, a price adjustment will be negotiated based on additional cost by user of billets.

MIX DETAILS OF BILLETS

REQUIREMENT MIX

Forecast Rod Billets from Sydney

year 1968 124,750 tons

Forecast Rebar Billets from Sydney

year 1968 37,250 tons

162,000 tons

QUALITY MIX

ROD BILLETS

Cold Heading 7.5%

Phosphorus Extra 2.5%

Base 90.0%

100.0%

REBAR BILLETS

Base 100.0%

SLAB INGOTS

Specification Dosco I-1(A)

Base $58.90

Extras None Applicable

SMALL SLABS & BLOOMS

Specification F-1(A)

Price to be negotiated.

TERMS OF PAYMENT

30 days from date of invoice.

BASIS OF QUANTITY

Tonnages to be indicated and releases made against these tonnages as order book develops. A guarantee is undertaken to take, during the period, not less than 25% of the tonnage indicated.

1967 (2nd Sess.), c. 1, Schedule.

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