Exhibit 99.2
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NORANDA INC.
AND
COMPUTERSHARE TRUST COMPANY OF CANADA
TRUSTEE
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TENTH SUPPLEMENTAL INDENTURE
DATED AS OF JUNE 8, 2005
TO
TRUST INDENTURE
DATED AS OF JULY 1, 1992
PROVIDING FOR THE ISSUE OF:
5.5% NOTES DUE JUNE 15, 2017
AND
6.2% NOTES DUE JUNE 15, 2035
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THIS TENTH SUPPLEMENTAL INDENTURE is made as of June 8, ▇▇▇▇
▇ ▇ ▇ ▇ ▇ ▇ ▇:
NORANDA INC., a corporation
incorporated under the laws of the
Province of Ontario, Canada, and
having its registered office at the
City of Toronto in the Province of
Ontario, Canada (the "CORPORATION"),
-and-
COMPUTERSHARE TRUST COMPANY OF CANADA,
a trust company incorporated under the
laws of Canada and duly authorized to
carry on the trust business in each
province of Canada (the "TRUSTEE"),
WHEREAS by a trust indenture (hereinafter referred to as the
"ORIGINAL INDENTURE") made as of July 1, 1992 between the Corporation and
Montreal Trust Company of Canada (the "ORIGINAL TRUSTEE") provision was
made for the issue of Securities of the Corporation in one or more series;
WHEREAS under and in accordance with the terms of the Original
Indenture, as supplemented and amended by a first supplemental indenture
made as of July 15, 1992, a second supplemental indenture made as of June
1, 1993, a third supplemental indenture made as of August 18, 1993, a
fourth supplemental indenture made as of June 16, 1994, a fifth
supplemental indenture made as of July 17, 1995, a sixth supplemental
indenture made as of February 13, 2001, a seventh supplemental indenture
made as of February 21, 2001, an eighth supplemental indenture made as of
June 24, 2002 and a ninth supplemental indenture made as of September 29,
2003 there have heretofore been issued eight series of Securities;
WHEREAS by notice dated December 19, 2001, the Trustee advised
the Corporation that the Trustee, as successor to all or substantially all
of the corporate trust business of the Original Trustee, succeeded the
Original Trustee as trustee under the Original Indenture, as supplemented,
without any further act or formality by virtue of Section 6.12 of the
Original Indenture;
WHEREAS the Original Indenture provides that the aggregate
principal amount of Securities which may be issued thereunder is unlimited
but Securities may be issued only upon and subject to the conditions and
limitations set forth therein;
WHEREAS the Corporation desires to issue the ninth and tenth
series of Securities having the attributes and characteristics hereinafter
set forth;
WHEREAS the Corporation is not in default under the Original
Indenture;
WHEREAS all necessary acts and proceedings have been done and
taken and all necessary resolutions passed to authorize the execution and
delivery of this Tenth Supplemental Indenture and to make the same legal
and valid and binding upon the Corporation; and
WHEREAS, except for the third recital which is made as a
representation and statement of fact by the Trustee, the foregoing recitals
are made as representations and statements of fact by the Corporation and
not by the Trustee;
NOW THEREFORE THIS TENTH SUPPLEMENTAL INDENTURE WITNESSES that,
in consideration of the premises and the covenants herein contained, the
parties hereto agree as follows:
ARTICLE 1
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
SECTION 1.01 DEFINITIONS
For all purposes of this Tenth Supplemental Indenture and in the
Notes, except as otherwise expressly provided or unless the subject matter
or context otherwise requires:
"5.5% NOTES DUE 2017" means the series of Securities created by
the Corporation to be authenticated and delivered pursuant to the
terms of this Tenth Supplemental Indenture and herein sometimes
referred to as the "Series 9 Notes";
"6.2% NOTES DUE 2035" means the series of Securities created by
the Corporation to be authenticated and delivered pursuant to the
terms of this Tenth Supplemental Indenture and herein sometimes
referred to as the "Series 10 Notes";
"COMPARABLE TREASURY ISSUE" means the United States Treasury
security or securities selected by an Independent Investment
Banker as having an actual or interpolated maturity comparable to
the remaining term of the Notes to be redeemed that would be
utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate
debt securities of a comparable maturity to the remaining term of
the Notes;
"COMPARABLE TREASURY PRICE" means, with respect to any Redemption
Date, (A) the average of the Reference Treasury Dealer Quotations
for such Redemption Date, after excluding the highest and lowest
such Reference Treasury Dealer Quotations, or (B) if the Trustee
obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such quotations;
"EIGHTH SUPPLEMENTAL INDENTURE" means the eighth supplemental
indenture made as of June 24, 2002 between the Corporation and
the Trustee in supplement to the Original Indenture;
"FIFTH SUPPLEMENTAL INDENTURE" means the fifth supplemental
indenture made as of July 17, 1995 between the Corporation and
the Original Trustee in supplement to the Original Indenture;
"FIRST SUPPLEMENTAL INDENTURE" means the first supplemental
indenture made as of July 15, 1992 between the Corporation and
the Original Trustee in supplement to the Original Indenture;
"FOURTH SUPPLEMENTAL INDENTURE" means the fourth supplemental
indenture made as of June 16, 1994 between the Corporation and
the Original Trustee in supplement to the Original Indenture;
"INDEPENDENT INVESTMENT BANKER" means one of the Reference
Treasury Dealers appointed by the Trustee after consultation with
the Corporation;
"NINTH SUPPLEMENTAL INDENTURE" means the ninth supplemental
indenture made as of September 29, 2003 between the Corporation
and the Trustee in supplement to the Original Indenture;
"NOTES" means the Series 9 Notes or the Series 10 Notes, as
applicable;
"ORIGINAL INDENTURE" means the trust indenture made as of July 1,
1992 between the Corporation and the Original Trustee;
"REFERENCE TREASURY DEALER QUOTATIONS" means, with respect to
each Reference Treasury Dealer and any Redemption Date, the
average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case
as a percentage of its principal amount) quoted in writing to the
Trustee by such Reference Treasury Dealer at 3:30 p.m. (New York
time) on the third Business Day preceding such Redemption Date;
"REFERENCE TREASURY DEALER" means Deutsche Bank Securities Inc.,
plus three others or their affiliates which are primary
U.S. Government securities dealers appointed by the Trustee after
consultation with the Corporation and their respective
successors; provided, however, that if any of the foregoing or
their affiliates shall cease to be a primary U.S. Government
securities dealer in The City of New York (a "PRIMARY TREASURY
DEALER"), the Corporation shall substitute therefor another
Primary Treasury Dealer, if one is available;
"SECOND SUPPLEMENTAL INDENTURE" means the second supplemental
indenture made as of June 1, 1993 between the Corporation and the
Original Trustee in supplement to the Original Indenture;
"SEVENTH SUPPLEMENTAL INDENTURE" means the seventh supplemental
indenture made as of February 21, 2001 between the Corporation
and the Original Trustee in supplement to the Original Indenture;
"SIXTH SUPPLEMENTAL INDENTURE" means the sixth supplemental
indenture made as of February 13, 2001 between the Corporation
and the Original Trustee in supplement to the Original Indenture;
"TENTH SUPPLEMENTAL INDENTURE", "hereto", "herein", "hereof",
"hereby", "hereunder" and similar expressions refer to this Tenth
Supplemental Indenture made as of June 8, 2005 and not to any
particular Article, Section or other portion thereof, and include
any and every instrument supplemental or ancillary hereto or in
implement hereof, and the expressions "Article" and "Section"
followed by a number mean and refer to the specified Article or
Section of this Tenth Supplemental Indenture;
"THIRD SUPPLEMENTAL INDENTURE" means the third supplemental
indenture made as of August 18, 1993 between the Corporation and
the Original Trustee in supplement to the Original Indenture;
"TREASURY RATE" means, with respect to any Redemption Date, the
rate per annum equal to the semi-annual equivalent yield to
maturity or interpolated (on a day count basis) of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal
to the Comparable Treasury Price for such Redemption Date;
"TRUST INDENTURE" means the Original Indenture as supplemented by
the First Supplemental Indenture, the Second Supplemental
Indenture, the Third Supplemental Indenture, the Fourth
Supplemental Indenture, the Fifth Supplemental Indenture, the
Sixth Supplemental Indenture, the Seventh Supplemental Indenture,
the Eighth Supplemental Indenture, the Ninth Supplemental
Indenture and this Tenth Supplemental Indenture and any other
indenture, deed or instrument supplemental or ancillary thereto;
and
other terms and expressions used herein shall have the same meanings as
corresponding expressions defined in the Original Indenture.
SECTION 1.02 SCHEDULES
The following Schedules form part of this Tenth Supplemental
Indenture:
Schedule A - Form of Series 9 Note
Schedule B - Form of Series 10 Note
SECTION 1.03 NOTICE TO HOLDERS
Where the Trust Indenture or any Note requires or permits the
Corporation or the Trustee to give to the Holders of Notes notice by
publication in an Authorized Newspaper, such notice is hereby required to
be published in an Authorized Newspaper in The City of New York.
SECTION 1.04 TO BE READ WITH ORIGINAL INDENTURE
This Tenth Supplemental Indenture is a supplemental indenture
within the meaning of the Original Indenture and the Original Indenture and
this Tenth Supplemental Indenture shall be read together and shall have
effect, so far as practicable, as though all the provisions of the Original
Indenture and this Tenth Supplemental Indenture were contained in one
instrument.
ARTICLE 2
SERIES 9 NOTES
SECTION 2.01 DESIGNATION
There is hereby authorized to be issued under the Trust Indenture
a series of Securities designated as "5.5% Notes due 2017".
SECTION 2.02 LIMIT OF AGGREGATE PRINCIPAL AMOUNT
The aggregate principal amount of Series 9 Notes that may be
authenticated and delivered shall be unlimited. On the date hereof, the
Corporation is executing and delivering to the Trustee for authentication
an initial issuance of U.S.$250,000,000 aggregate principal amount of
Series 9 Notes.
SECTION 2.03 CURRENCY AND DENOMINATIONS
The Series 9 Notes shall be denominated in U.S. Dollars and shall
be issued in denominations of U.S.$1,000 and integral multiples thereof.
SECTION 2.04 DATES OF ISSUE AND PAYMENT OF PRINCIPAL
The date of issue of the Series 9 Notes shall be June 8, 2005 and
the principal of the Series 9 Notes shall be payable on June 15, 2017.
SECTION 2.05 INTEREST
(1) The Series 9 Notes shall bear interest at the rate of 5.5% per annum.
(2) Interest in respect of the Series 9 Notes shall accrue from and
including June 8, 2005 or from and including the most recent Interest
Payment Date to which interest has been paid or duly provided for.
(3) The Interest Payment Dates on which interest shall be payable in
respect of the Series 9 Notes shall be June 15 and December 15 in each
year, commencing December 15, 2005.
(4) The Regular Record Dates for interest in respect of the Series 9 Notes
shall be June 1 and December 1 (whether or not a Business Day) in respect
of the interest payable on June 15 and December 15, respectively.
SECTION 2.06 PAYMENTS
(1) The principal of and interest on the Series 9 Notes that are issued in
the form of Registered Global Securities and registered in the name of the
nominee of the Depository shall be payable by wire transfer in immediately
available funds to the nominee of the Depository.
(2) The principal of the Series 9 Notes that are issued in definitive form
shall be payable at the Corporate Trust Office, which at the date hereof is
located c/o Computershare Trust Company of Canada, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
9th Floor, North Tower, Toronto, Ontario, Canada, M5J 2Y1, Attention:
Corporate Trust Department, and interest on such Series 9 Notes shall be
payable at the Corporate Trust Office or otherwise as the Corporation may
determine in accordance with Section 3.07(2) of the Original Indenture, in
each case in immediately available funds.
SECTION 2.07 OPTIONAL REDEMPTION BY THE CORPORATION
The Series 9 Notes will be redeemable in whole or in part, at the
option of the Corporation, at any time at a Redemption Price equal to the
greater of (i) 100% of the principal amount thereof and (ii) the sum of the
present values of the remaining scheduled payments of principal and
interest thereon (exclusive of interest accrued to the Redemption Date)
discounted to the Redemption Date, on a semi-annual basis, (assuming a 360
day year of twelve 30 day months) at the Treasury Rate plus 25 basis
points, together in each case with accrued interest thereon to the
Redemption Date.
SECTION 2.08 SINKING FUND
The Series 9 Notes are not subject to redemption pursuant to any
sinking fund.
SECTION 2.09 FORM AND DENOMINATIONS
The Series 9 Notes shall be issuable as Registered Securities,
initially as Registered Global Securities, and shall be substantially in
the form set forth on Schedule A hereto.
SECTION 2.10 ADDITIONAL AMOUNTS
The Corporation shall not be required to pay any additional
amount on the Series 9 Notes in respect of any tax, assessment or
governmental charge withheld or deducted.
SECTION 2.11 TRUSTEE, ETC.
The trustee, authenticating or paying agent, transfer agent and
the registrar for the Series 9 Notes shall be the Trustee.
SECTION 2.12 DEPOSITORY
The Depository for the Series 9 Notes shall be The Depository
Trust Company, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇.▇.▇.
SECTION 2.13 ADDITIONAL EVENTS OF DEFAULT OR COVENANTS
There are no additional events of default or covenants with
respect to the Series 9 Notes, but all Events of Default and covenants
specified in the Original Indenture shall be applicable thereto.
ARTICLE 3
SERIES 10 NOTES
SECTION 3.01 DESIGNATION
There is hereby authorized to be issued under the Trust Indenture
a series of Securities designated as "6.2% Notes due 2035".
SECTION 3.02 LIMIT OF AGGREGATE PRINCIPAL AMOUNT
The aggregate principal amount of Series 10 Notes that may be
authenticated and delivered shall be unlimited. On the date hereof, the
Corporation is executing and delivering to the Trustee for authentication
an initial issuance of U.S.$250,000,000 aggregate principal amount of
Series 10 Notes.
SECTION 3.03 CURRENCY AND DENOMINATIONS
The Series 10 Notes shall be denominated in U.S. Dollars and
shall be issued in denominations of U.S.$1,000 and integral multiples
thereof.
SECTION 3.04 DATES OF ISSUE AND PAYMENT OF PRINCIPAL
The date of issue of the Series 10 Notes shall be June 8, 2005
and the principal of the Series 10 Notes shall be payable on June 15, 2035.
SECTION 3.05 INTEREST
(1) The Series 10 Notes shall bear interest at the rate of 6.2% per annum.
(2) Interest in respect of the Series 10 Notes shall accrue from and
including June 8, 2005 or from and including the most recent Interest
Payment Date to which interest has been paid or duly provided for.
(3) The Interest Payment Dates on which interest shall be payable in
respect of the Series 10 Notes shall be June 15 and December 15 in each
year, commencing December 15, 2005.
(4) The Regular Record Dates for interest in respect of the Series 10 Notes
shall be June 1 and December 1 (whether or not a Business Day) in respect
of the interest payable on June 15 and December 15, respectively.
SECTION 3.06 PAYMENTS
(1) The principal of and interest on the Series 10 Notes that are issued in
the form of Registered Global Securities and registered in the name of the
nominee of the Depository shall be payable by wire transfer in immediately
available funds to the nominee of the Depository.
(2) The principal of the Series 10 Notes that are issued in definitive form
shall be payable at the Corporate Trust Office, which at the date hereof is
located c/o Computershare Trust Company of Canada, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
9th Floor, North Tower, Toronto, Ontario, Canada, M5J 2Y1, Attention:
Corporate Trust Department, and interest on such Series 10 Notes shall be
payable at the Corporate Trust Office or otherwise as the Corporation may
determine in accordance with Section 3.07(2) of the Original Indenture, in
each case in immediately available funds.
SECTION 3.07 OPTIONAL REDEMPTION BY THE CORPORATION
The Series 10 Notes will be redeemable in whole or in part, at the
option of the Corporation, at any time at a Redemption Price equal to the
greater of (i) 100% of the principal amount thereof and (ii) the sum of the
present values of the remaining scheduled payments of principal and
interest thereon (exclusive of interest accrued to the Redemption Date)
discounted to the Redemption Date, on a semi-annual basis, (assuming a 360
day year of twelve 30 day months) at the Treasury Rate plus 30 basis
points, together in each case with accrued interest thereon to the
Redemption Date.
SECTION 3.08 SINKING FUND
The Series 10 Notes are not subject to redemption pursuant to any
sinking fund.
SECTION 3.09 FORM AND DENOMINATIONS
The Series 10 Notes shall be issuable as Registered Securities,
initially as Registered Global Securities, and shall be substantially in
the form set forth on Schedule B hereto.
SECTION 3.10 ADDITIONAL AMOUNTS
The Corporation shall not be required to pay any additional amount
on the Series 10 Notes in respect of any tax, assessment or governmental
charge withheld or deducted.
SECTION 3.11 TRUSTEE, ETC.
The trustee, authenticating or paying agent, transfer agent and the
registrar for the Series 10 Notes shall be the Trustee.
SECTION 3.12 DEPOSITORY
The Depository for the Series 10 Notes shall be The Depository
Trust Company, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇.▇.▇.
SECTION 3.13 ADDITIONAL EVENTS OF DEFAULT OR COVENANTS
There are no additional events of default or covenants with respect
to the Series 10 Notes, but all Events of Default and covenants specified
in the Original Indenture shall be applicable thereto.
ARTICLE 4
MISCELLANEOUS PROVISIONS
SECTION 4.01 CONFIRMATION OF ORIGINAL INDENTURE
The Original Indenture, as amended and supplemented by this Tenth
Supplemental Indenture, is in all respects confirmed.
SECTION 4.02 ACCEPTANCE OF TRUSTS
The Trustee hereby accepts the trusts in this Tenth Supplemental
Indenture declared and provided for and agrees to perform the same upon the
terms and conditions and subject to the provisions set forth in the
Original Indenture as supplemented by this Tenth Supplemental Indenture.
SECTION 4.03 COUNTERPARTS AND FORMAL DATE
This Tenth Supplemental Indenture may be executed in any number
of counterparts, each of which so executed shall be deemed to be an
original; but and all such counterparts together shall constitute but one
and the same instrument.
IN WITNESS WHEREOF the parties hereto have caused this Tenth
Supplemental Indenture to be duly executed, and their respective corporate
seals to be hereunto affixed, all as of the day and year first above
written.
NORANDA INC.
By:
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By:
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COMPUTERSHARE TRUST COMPANY OF CANADA
By:
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By:
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SCHEDULE A
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TO
TENTH SUPPLEMENTAL INDENTURE
DATED AS OF JUNE 8, 2005
REGISTERED REGISTERED
NO. R* U.S. $*
CUSIP: ▇▇▇▇▇▇▇▇▇
[INSERT IF THE SECURITY IS TO BE A REGISTERED GLOBAL SECURITY -
This Security is a Registered Global Security within the meaning of the
Trust Indenture hereinafter referred to and is registered in the name of a
Depository or a nominee of a Depository. This Registered Global Security is
exchangeable for Securities registered in the name of a Person other than
the Depository or its nominee only in the limited circumstances described
in the Trust Indenture, and no transfer of this Security (other than a
transfer of this Security as a whole by the Depository to a nominee of the
Depository or by a nominee of the Depository to the Depository or another
nominee of the Depository or by the Depository or any such nominee to a
successor Depository or a nominee of such successor Depository) may be
registered except in such limited circumstances.
Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇) to the Corporation (as defined below) or its agent for
registration of transfer, exchange or payment, and any certificate issued
is registered in the name of Cede & Co. or such other name as requested by
an authorized representative of The Depository Trust Company and any
payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered
owner hereof, Cede & Co., has an interest herein.]
NORANDA INC.
5.5% NOTE DUE JUNE 15, 2017
NORANDA INC., a corporation incorporated under the laws of the
Province of Ontario, Canada (together with its successors and assigns, the
"Corporation"), for value received, hereby promises to pay to ___________,
the principal sum of __________ United States dollars (U.S.$ ____________),
on June 15, 2017 and to pay interest thereon at the rate of 5.5% per annum
from and including June 8, 2005 or from and including the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually in arrears on June 15 and December 15 in each year (each such
date an "Interest Payment Date") commencing December 15, 2005 until the
principal hereof is paid or duly made available for payment.
The interest so payable on any Interest Payment Date shall,
subject to certain exceptions, be paid to the Person in whose name this
Security is registered at the close of business on the Regular Record Date
for such interest, which shall be June 1 or December 1 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment
Date. Any such interest not so punctually paid or duly provided for shall
forthwith cease to be payable to the Holder on such Regular Record Date and
may either be paid to the Person in whose name this Security is registered
at the close of business on a Special Record Date to be fixed by the
Trustee for the payment of such Defaulted Interest, notice whereof shall be
given to the Holder not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Series 9
Notes (as defined below) may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Trust
Indenture (as defined below).
Payment of the principal of and the interest due on the Series 9
Notes represented by this Security that are issued in the form of
Registered Global Securities and registered in the name of the nominee of
the Depository shall be made by wire transfer in immediately available
funds to the nominee of the Depository. Payment of the principal of and the
interest due on the Series 9 Notes represented by this Security that are
issued in definitive form will be made at the Corporate Trust Office (as
defined below). Payment of the principal of and interest on the Series 9
Notes represented by this Security will be made in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts.
This Security is one of a series of Securities designated as the
5.5% Notes due 2017 of the Corporation (the "Series 9 Notes") issued or to
be issued under and pursuant to a trust indenture made as of July 1, 1992
(the "Original Indenture"), between the Corporation and Montreal Trust
Company of Canada, as original trustee (the "Trustee", which term includes
Computershare Trust Company of Canada, as successor trustee and any
successor trustee under the Trust Indenture), as supplemented by a first
supplemental indenture made as of July 15, 1992 (the "First Supplemental
Indenture") between the Corporation and the Trustee, a second supplemental
indenture made as of June 1, 1993 (the "Second Supplemental Indenture")
between the Corporation and the Trustee, a third supplemental indenture
made as of August 18, 1993 (the "Third Supplemental Indenture") between the
Corporation and the Trustee, a fourth supplemental indenture made as of
June 16, 1994 (the "Fourth Supplemental Indenture") between the Corporation
and the Trustee, a fifth supplemental indenture made as of July 17, 1995
(the "Fifth Supplemental Indenture") between the Corporation and the
Trustee, a sixth supplemental indenture made as of February 13, 2001 (the
"Sixth Supplemental Indenture") between the Corporation and the Trustee, a
seventh supplemental indenture made as of February 21, 2001 (the "Seventh
Supplemental Indenture") between the Corporation and the Trustee, an eighth
supplemental indenture made as of June 24, 2002 (the "Eighth Supplemental
Indenture") between the Corporation and the Trustee, a ninth supplemental
indenture made as of September 29, 2003 between the Corporation and the
Trustee (the "Ninth Supplemental Indenture") and a tenth supplemental
indenture made as of June 8, 2005 between the Corporation and the Trustee
(the "Tenth Supplemental Indenture") to which Original Indenture, First
Supplemental Indenture, Second Supplemental Indenture, Third Supplemental
Indenture, Fourth Supplemental Indenture, Fifth Supplemental Indenture,
Sixth Supplemental Indenture, Seventh Supplemental Indenture, Eighth
Supplemental Indenture, Ninth Supplemental Indenture and the Tenth
Supplemental Indenture and all indentures supplemental thereto (herein
collectively referred to as the "Trust Indenture") reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities of the Corporation, the Trustee and Holders of the Securities
and the terms upon which the Securities are, and are to be, authenticated
and delivered. The "Corporate Trust Office" means the office of the Trustee
at which its corporate trust business, at any particular time, shall be
principally administered, which office at the date of the Tenth
Supplemental Indenture was located at: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 9th Floor,
North Tower, Toronto, Ontario, Canada, M5J 2Y1, Attention: Corporate Trust
Department.
The Series 9 Notes shall be redeemable in whole or in part at any
time prior to Maturity in accordance with the terms set out in the Tenth
Supplemental Indenture. The Series 9 Notes shall not be subject to any
sinking fund but are subject to defeasance and/or covenant defeasance at
the option of the Corporation upon compliance with certain conditions set
forth in the Trust Indenture. The Corporation retains the right, at any
time and from time to time, to purchase Series 9 Notes in the open market
or otherwise by such method and at such price or prices as shall be
determined by the Corporation.
The Trustee has been appointed registrar for the Series 9 Notes,
and the Trustee will maintain at the Corporate Trust Office a register for
the registration and transfer of Series 9 Notes. Subject to the
limitations, terms and conditions set forth herein and in the Trust
Indenture, this Security may be transferred at the aforesaid office of the
Trustee by surrendering this Security for cancellation, and thereupon the
Trustee shall issue in the name of the transferee or transferees, in
exchange herefor, one or more new Securities of like tenor and terms in
authorized denominations for a like aggregate principal amount. Upon the
occurrence of certain events specified in Section 3.05 of the Original
Indenture, this Security is exchangeable at the said office of the Trustee
for Series 9 Notes represented by definitive registered Notes without
coupons in authorized denominations in an equal aggregate principal amount
and having like tenor and terms as the surrendered Security. Each Security
surrendered for transfer or exchange shall be duly endorsed by, or be
accompanied by a written instrument or instruments of transfer in form
satisfactory to the Corporation and the Trustee and duly executed by, the
registered Holder or the Holder's attorney duly authorized in writing. The
Corporation may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any such
transfer or exchange; but no service charge shall be made for any such
transfer or exchange.
The Securities of this series may be issued in the form of one or
more Registered Global Securities to The Depository Trust Company as
depository for the Registered Global Securities of this series (the
"Depository") or its nominee and registered in the name of the Depository
or such nominee. If the face of this Security contains a legend indicating
that this Security is a Registered Global Security so registered, the
transfer and exchange hereof is subject to the additional limitations set
forth in such legend, and the Trust Indenture provides that unless and
until a Registered Global Security is exchanged in whole or in part for
Securities in definitive registered form, a Registered Global Security may
not be transferred except as a whole by the Depository to a nominee of the
Depository or by a nominee of the Depository to the Depository or another
nominee of the Depository or by the Depository or any such nominee to a
successor Depository or a nominee of such successor Depository.
In case an Event of Default with respect to the Series 9 Notes
shall have occurred and be continuing, the principal hereof may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the Trust
Indenture.
The Trust Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Corporation and the rights of the Holders of the
Securities of each series to be affected under the Trust Indenture at any
time by the Corporation and the Trustee with the consent of the Holders of
a majority in aggregate principal amount of the Securities at the time
outstanding of each series to be affected. The Trust Indenture also
contains provisions permitting the Holders of a majority in aggregate
principal amount of the Series 9 Notes then Outstanding, on behalf of the
Holders of all Series 9 Notes, to waive compliance by the Corporation with
certain provisions of the Trust Indenture and certain past defaults under
the Trust Indenture and their consequences.
As provided in and subject to the provisions of the Trust
Indenture, no Holder of Series 9 Notes shall have any right to institute
any proceeding with respect to the Trust Indenture or for the appointment
of a receiver or trustee or for any other remedy thereunder, unless (a)
such Holder shall have previously given to the Trustee written notice of a
continuing Event of Default with respect to the Series 9 Notes and the
Holders of not less than 25% in aggregate principal amount of the Series 9
Notes then Outstanding shall have made written request to the Trustee to
institute such proceeding in respect of such Event of Default as Trustee
and offered the Trustee reasonable indemnity, (b) the Trustee shall not
have received from the Holders of a majority in aggregate principal amount
of Series 9 Notes then Outstanding a direction inconsistent with such
request, and (c) the Trustee shall have failed to institute any such
proceeding, within 60 days after receipt of such notice, request and offer
of indemnity. The foregoing shall not apply to any suit instituted by a
Holder of Series 9 Notes for the enforcement of any payment of principal
hereof or interest hereon on or after the respective due dates expressed
herein.
No provision of this Security or of the Trust Indenture shall
alter or impair the obligation of the Corporation, which is absolute and
unconditional, to pay the principal of and interest on the Series 9 Notes
represented by this Security at the time, place, and rate, and in the coin
and currency, herein prescribed.
The Corporation, the Trustee and any agent of the Corporation or
the Trustee may treat the Person in whose name this Security is registered
as the owner hereof for all purposes, whether or not payment in respect of
this Security be overdue, and none of the Corporation, the Trustee or any
such agent shall be affected by notice to the contrary.
This Security shall be governed by and construed in accordance
with the laws of the State of New York and the federal laws of the United
States of America applicable thereto and shall be treated in all respects
as a New York contract, except as may be otherwise required by mandatory
provisions of law. Notwithstanding the preceding sentence, the exercise,
performance or discharge by the Trustee of any of its rights, powers,
duties or responsibilities hereunder shall be construed in accordance with
the laws of the Province of Ontario and the federal laws of Canada
applicable thereto.
All terms used in this Security which are defined in the Trust
Indenture and not otherwise defined herein shall have the meanings assigned
to them in the Trust Indenture.
Unless the certificate of authentication hereon has been executed
by the Trustee by manual signature, this Security shall not be entitled to
any benefit under the Trust Indenture or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF the Corporation has caused this Security to be
duly executed.
DATE OF ISSUE: June 8, 2005 NORANDA INC.
By:
------------------------------
Title:
By:
------------------------------
Title:
Attest:
----------------------------
Authorized Signature
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is a Security representing Series 9 Notes referred to in the
within-mentioned Trust Indenture.
COMPUTERSHARE TRUST COMPANY OF CANADA,
as Trustee
By:
---------------------------------
Authorized Officer
Date of Authentication:
----------------------------
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
---------------------------------------
[PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF TRANSFEREE]
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF TRANSFEREE]
the within Security, and all rights thereunder, hereby irrevocably constituting
and appointing
-------------------------------------------------------------------------------
attorney to transfer such security on the books of the Corporation, with
full power of substitution in the premises.
Dated:
-----------------------------------------------------
Signature of Transferor:
-----------------------------------------------------
Signature of Transferor is Guaranteed by:
-------------------------------------
NOTICE: The signature to this assignment and transfer must
correspond with the name as written upon the face of the
within Security in every particular without alteration or
enlargement or any change whatsoever. The signature must be
guaranteed by a Canadian Chartered Bank, major Canadian
trust company or by a Medallion signature guarantee from a
member of a recognized medallion signature guarantee
program.
SCHEDULE B
----------
TO
TENTH SUPPLEMENTAL INDENTURE
DATED AS OF JUNE 8, 2005
REGISTERED REGISTERED
NO. R* U.S. $*
CUSIP: ▇▇▇▇▇▇▇▇▇
[INSERT IF THE SECURITY IS TO BE A REGISTERED GLOBAL SECURITY -
This Security is a Registered Global Security within the meaning of the
Trust Indenture hereinafter referred to and is registered in the name of a
Depository or a nominee of a Depository. This Registered Global Security is
exchangeable for Securities registered in the name of a Person other than
the Depository or its nominee only in the limited circumstances described
in the Trust Indenture, and no transfer of this Security (other than a
transfer of this Security as a whole by the Depository to a nominee of the
Depository or by a nominee of the Depository to the Depository or another
nominee of the Depository or by the Depository or any such nominee to a
successor Depository or a nominee of such successor Depository) may be
registered except in such limited circumstances.
Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇) to the Corporation (as defined below) or its agent for
registration of transfer, exchange or payment, and any certificate issued
is registered in the name of Cede & Co. or such other name as requested by
an authorized representative of The Depository Trust Company and any
payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered
owner hereof, Cede & Co., has an interest herein.]
NORANDA INC.
6.2% NOTE DUE JUNE 15, 2035
NORANDA INC., a corporation incorporated under the laws of the
Province of Ontario, Canada (together with its successors and assigns, the
"Corporation"), for value received, hereby promises to pay to
________________, the principal sum of __________________________United
States dollars (U.S.$_____________ ), on June 15, 2035 and to pay interest
thereon at the rate of 6.2% per annum from and including June 8, 2005 or
from and including the most recent Interest Payment Date to which interest
has been paid or duly provided for, semi-annually in arrears on June 15 and
December 15 in each year (each such date an "Interest Payment Date")
commencing December 15, 2005 until the principal hereof is paid or duly
made available for payment.
The interest so payable on any Interest Payment Date shall,
subject to certain exceptions, be paid to the Person in whose name this
Security is registered at the close of business on the Regular Record Date
for such interest, which shall be June 1 or December 1 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment
Date. Any such interest not so punctually paid or duly provided for shall
forthwith cease to be payable to the Holder on such Regular Record Date and
may either be paid to the Person in whose name this Security is registered
at the close of business on a Special Record Date to be fixed by the
Trustee for the payment of such Defaulted Interest, notice whereof shall be
given to the Holder not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Series 10
Notes (as defined below) may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Trust
Indenture (as defined below).
Payment of the principal of and the interest due on the Series 10
Notes represented by this Security that are issued in the form of
Registered Global Securities and registered in the name of the nominee of
the Depository shall be made by wire transfer in immediately available
funds to the nominee of the Depository. Payment of the principal of and the
interest due on the Series 10 Notes represented by this Security that are
issued in definitive form will be made at the Corporate Trust Office (as
defined below). Payment of the principal of and interest on the Series 10
Notes represented by this Security will be made in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts.
This Security is one of a series of Securities designated as the
6.2% Notes due 2035 of the Corporation (the "Series 10 Notes") issued or to
be issued under and pursuant to a trust indenture made as of July 1, 1992
(the "Original Indenture"), between the Corporation and Montreal Trust
Company of Canada, as original trustee (the "Trustee", which term includes
Computershare Trust Company of Canada, as successor trustee and any
successor trustee under the Trust Indenture), as supplemented by a first
supplemental indenture made as of July 15, 1992 (the "First Supplemental
Indenture") between the Corporation and the Trustee, a second supplemental
indenture made as of June 1, 1993 (the "Second Supplemental Indenture")
between the Corporation and the Trustee, a third supplemental indenture
made as of August 18, 1993 (the "Third Supplemental Indenture") between the
Corporation and the Trustee, a fourth supplemental indenture made as of
June 16, 1994 (the "Fourth Supplemental Indenture") between the Corporation
and the Trustee, a fifth supplemental indenture made as of July 17, 1995
(the "Fifth Supplemental Indenture") between the Corporation and the
Trustee, a sixth supplemental indenture made as of February 13, 2001 (the
"Sixth Supplemental Indenture") between the Corporation and the Trustee, a
seventh supplemental indenture made as of February 21, 2001 (the "Seventh
Supplemental Indenture") between the Corporation and the Trustee, an eighth
supplemental indenture made as of June 24, 2002 (the "Eighth Supplemental
Indenture") between the Corporation and the Trustee, a ninth supplemental
indenture made as of September 29, 2003 between the Corporation and the
Trustee (the "Ninth Supplemental Indenture") and a tenth supplemental
indenture made as of June 8, 2005 between the Corporation and the Trustee
(the "Tenth Supplemental Indenture") to which Original Indenture, First
Supplemental Indenture, Second Supplemental Indenture, Third Supplemental
Indenture, Fourth Supplemental Indenture, Fifth Supplemental Indenture,
Sixth Supplemental Indenture, Seventh Supplemental Indenture, Eighth
Supplemental Indenture, Ninth Supplemental Indenture and the Tenth
Supplemental Indenture and all indentures supplemental thereto (herein
collectively referred to as the "Trust Indenture") reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities of the Corporation, the Trustee and Holders of the Securities
and the terms upon which the Securities are, and are to be, authenticated
and delivered. The "Corporate Trust Office" means the office of the Trustee
at which its corporate trust business, at any particular time, shall be
principally administered, which office at the date of the Tenth
Supplemental Indenture was located at: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 9th Floor,
North Tower, Toronto, Ontario, Canada, M5J 2Y1, Attention: Corporate Trust
Department.
The Series 10 Notes shall be redeemable in whole or in part at
any time prior to Maturity in accordance with the terms set out in the
Tenth Supplemental Indenture. The Series 10 Notes shall not be subject to
any sinking fund but are subject to defeasance and/or covenant defeasance
at the option of the Corporation upon compliance with certain conditions
set forth in the Trust Indenture. The Corporation retains the right, at any
time and from time to time, to purchase Series 10 Notes in the open market
or otherwise by such method and at such price or prices as shall be
determined by the Corporation.
The Trustee has been appointed registrar for the Series 10 Notes,
and the Trustee will maintain at the Corporate Trust Office a register for
the registration and transfer of Series 10 Notes. Subject to the
limitations, terms and conditions set forth herein and in the Trust
Indenture, this Security may be transferred at the aforesaid office of the
Trustee by surrendering this Security for cancellation, and thereupon the
Trustee shall issue in the name of the transferee or transferees, in
exchange herefor, one or more new Securities of like tenor and terms in
authorized denominations for a like aggregate principal amount. Upon the
occurrence of certain events specified in Section 3.05 of the Original
Indenture, this Security is exchangeable at the said office of the Trustee
for Series 10 Notes represented by definitive registered Notes without
coupons in authorized denominations in an equal aggregate principal amount
and having like tenor and terms as the surrendered Security. Each Security
surrendered for transfer or exchange shall be duly endorsed by, or be
accompanied by a written instrument or instruments of transfer in form
satisfactory to the Corporation and the Trustee and duly executed by, the
registered Holder or the Holder's attorney duly authorized in writing. The
Corporation may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any such
transfer or exchange; but no service charge shall be made for any such
transfer or exchange.
The Securities of this series may be issued in the form of one or
more Registered Global Securities to The Depository Trust Company as
depository for the Registered Global Securities of this series (the
"Depository") or its nominee and registered in the name of the Depository
or such nominee. If the face of this Security contains a legend indicating
that this Security is a Registered Global Security so registered, the
transfer and exchange hereof is subject to the additional limitations set
forth in such legend, and the Trust Indenture provides that unless and
until a Registered Global Security is exchanged in whole or in part for
Securities in definitive registered form, a Registered Global Security may
not be transferred except as a whole by the Depository to a nominee of the
Depository or by a nominee of the Depository to the Depository or another
nominee of the Depository or by the Depository or any such nominee to a
successor Depository or a nominee of such successor Depository.
In case an Event of Default with respect to the Series 10 Notes
shall have occurred and be continuing, the principal hereof may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the Trust
Indenture.
The Trust Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Corporation and the rights of the Holders of the
Securities of each series to be affected under the Trust Indenture at any
time by the Corporation and the Trustee with the consent of the Holders of
a majority in aggregate principal amount of the Securities at the time
outstanding of each series to be affected. The Trust Indenture also
contains provisions permitting the Holders of a majority in aggregate
principal amount of the Series 10 Notes then Outstanding, on behalf of the
Holders of all Series 10 Notes, to waive compliance by the Corporation with
certain provisions of the Trust Indenture and certain past defaults under
the Trust Indenture and their consequences.
As provided in and subject to the provisions of the Trust
Indenture, no Holder of Series 10 Notes shall have any right to institute
any proceeding with respect to the Trust Indenture or for the appointment
of a receiver or trustee or for any other remedy thereunder, unless (a)
such Holder shall have previously given to the Trustee written notice of a
continuing Event of Default with respect to the Series 10 Notes and the
Holders of not less than 25% in aggregate principal amount of the Series 10
Notes then Outstanding shall have made written request to the Trustee to
institute such proceeding in respect of such Event of Default as Trustee
and offered the Trustee reasonable indemnity, (b) the Trustee shall not
have received from the Holders of a majority in aggregate principal amount
of Series 10 Notes then Outstanding a direction inconsistent with such
request, and (c) the Trustee shall have failed to institute any such
proceeding, within 60 days after receipt of such notice, request and offer
of indemnity. The foregoing shall not apply to any suit instituted by a
Holder of Series 10 Notes for the enforcement of any payment of principal
hereof or interest hereon on or after the respective due dates expressed
herein.
No provision of this Security or of the Trust Indenture shall
alter or impair the obligation of the Corporation, which is absolute and
unconditional, to pay the principal of and interest on the Series 10 Notes
represented by this Security at the time, place, and rate, and in the coin
and currency, herein prescribed.
The Corporation, the Trustee and any agent of the Corporation or
the Trustee may treat the Person in whose name this Security is registered
as the owner hereof for all purposes, whether or not payment in respect of
this Security be overdue, and none of the Corporation, the Trustee or any
such agent shall be affected by notice to the contrary.
This Security shall be governed by and construed in accordance
with the laws of the State of New York and the federal laws of the United
States of America applicable thereto and shall be treated in all respects
as a New York contract, except as may be otherwise required by mandatory
provisions of law. Notwithstanding the preceding sentence, the exercise,
performance or discharge by the Trustee of any of its rights, powers,
duties or responsibilities hereunder shall be construed in accordance with
the laws of the Province of Ontario and the federal laws of Canada
applicable thereto.
All terms used in this Security which are defined in the Trust
Indenture and not otherwise defined herein shall have the meanings assigned
to them in the Trust Indenture.
Unless the certificate of authentication hereon has been executed
by the Trustee by manual signature, this Security shall not be entitled to
any benefit under the Trust Indenture or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF the Corporation has caused this Security to be
duly executed.
DATE OF ISSUE: June 8, 2005 NORANDA INC.
By:
----------------------------------
Title:
By:
----------------------------------
Title:
Attest:
-----------------------------------
Authorized Signature
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is a Security representing Series 10 Notes referred to in the
within-mentioned Trust Indenture.
COMPUTERSHARE TRUST COMPANY OF CANADA,
as Trustee
By:
---------------------------------------------
Authorized Officer
Date of Authentication:
----------------------------
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
------------------------------------------
[PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF TRANSFEREE]
--------------------------------------------------------------------------
--------------------------------------------------------------------------
[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF TRANSFEREE]
the within Security, and all rights thereunder, hereby irrevocably constituting
and appointing
--------------------------------------------------------------------------
attorney to transfer such security on the books of the Corporation, with
full power of substitution in the premises.
Dated:
------------------------------------------------
Signature of Transferor:
------------------------------------------------
Signature of Transferor is Guaranteed by:
---------------------------------
NOTICE: The signature to this assignment and transfer must
correspond with the name as written upon the face of the
within Security in every particular without alteration or
enlargement or any change whatsoever. The signature must be
guaranteed by a Canadian Chartered Bank, major Canadian
trust company or by a Medallion signature guarantee from a
member of a recognized medallion signature guarantee
program.