NORCEN ENERGY RESOURCES LIMITED
And
MONTREAL TRUST COMPANY OF CANADA
Trustee
Third Supplemental Indenture
Dated as of June 26, 1997
to
Trust Indenture
Dated as of May 7, 1996
providing for the issue of
6.80% Debentures due July 2, 2002
in aggregate principal amount of
U.S. $250,000,000
Third Supplemental Indenture
June 26, 1997
Between
NORCEN ENERGY RESOURCES LIMITED , a corporation incorporated
under the laws of Canada, and having its registered office at
the City of Calgary in the Province of Alberta, Canada (the
"Corporation"),
- and -
MONTREAL 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 May 7, 1996 between the Corporation and the Trustee
provision was made for the issue of Securities of the Corporation in one or more
series; and
Whereas under and in accordance with the terms of the Original Indenture, as
supplemented and amended by a first supplemental indenture made as of May 22,
1996 and by a second supplemental indenture made as of June 26, 1996, there have
heretofore been issued two series of Securities; and
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; and
Whereas the Corporation desires to issue the third series of Securities having
the attributes and characteristics hereinafter set forth; and
Whereas the Corporation is not in default under the Original Indenture; and
Whereas all necessary acts and proceedings have been done and taken and all
necessary resolutions passed to authorize the execution and delivery of this
Third Supplemental Indenture and to make the same legal and valid and binding
upon the Corporation; and
Whereas the foregoing recitals are made as representations and statements of
fact by the Corporation and not by the Trustee;
Now Therefore This Third 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
1.01 Definitions
For all purposes of this Third Supplemental Indenture and in the Series 3
Debentures, except as otherwise expressly provided or unless the subject matter
or context otherwise requires:
"6.80% Debentures due July 2, 2002 means the series of Securities
created by the Corporation to be authenticated and delivered pursuant
to the terms of this Third Supplemental Indenture and herein sometimes
referred to as the "Series 3 Debentures";
"First Supplemental Indenture" means the first supplemental indenture
made as of May 22, 1996 between the Corporation and the Trustee in
supplement to the Original Indenture;
"Original Indenture" means the trust indenture made as of May 7,1996
between the Corporation and the Trustee;
"Second Supplemental Indenture" means the second supplemental indenture
made as of June 26, 1996 between the Corporation and the Trustee in
supplement to the Original Indenture;
"Third Supplemental Indenture", "hereto", "herein", "hereof", "hereby",
"hereunder" and similar expressions refer to this Third Supplemental
Indenture made as of June 26, 1997 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 Third Supplemental
Indenture;
"Trust Indenture" means the Original Indenture as supplemented by the
First Supplemental Indenture, the Second Supplemental Indenture and
this Third 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.
1.02 Schedules
The following Schedule forms part of this Third Supplemental Indenture:
Schedule A - Form of Series 3 Debenture
1.03 Notice to Holders
Where the Trust Indenture or any Series 3 Debenture requires or permits the
Corporation or the Trustee to give to the Holders of Series 3 Debentures 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.
1.04 To be Read with Original Indenture
This Third Supplemental Indenture is a supplemental indenture within the meaning
of the Original Indenture and the Original Indenture and this Third 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 Third
Supplemental Indenture were contained in one instrument.
Article 2
Series 3 Debentures
2.01 Designation
There is hereby authorized to be issued under the Trust Indenture a series of
Securities designated as "6.80% Debentures due July 2, 2002".
2.02 Limit of Aggregate Principal Amount
The aggregate principal amount of Series 3 Debentures that may be authenticated
and delivered (subject to the exceptions described in Section 3.01(b) of the
Original Indenture) shall be limited to U.S. $250,000,000.
2.03 Currency of Denomination
The Series 3 Debentures shall be denominated in U.S. Dollars.
2.04 Dates of Issue and Payment of Principal
The date of issue of the Series 3 Debentures shall be July 2, 1997 and the
principal of the Series 3 Debentures shall be payable on July 2, 2002.
2.05 Interest
(1) The Series 3 Debentures shall bear interest at the rate of 6.80% per
annum.
(2) Interest in respect of the Series 3 Debentures shall accrue from July
2, 1997 or from 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 3 Debentures shall be January 2 and July 2 in
each year, commencing January 2, 1998.
(4) The Regular Record Dates for interest in respect of the Series 3
Debentures shall be December 15 and June 15 (whether or not a Business
Day) in respect of the interest payable on January 2 and July 2,
respectively.
2.06 Payments
(1) The principal of and interest on the Series 3 Debentures 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 3 Debentures that are issued in definitive
form shall be payable at the Corporate Trust Office and interest on
such Series 3 Debentures 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.
2.07 Redemption
The Series 3 Debentures are not redeemable prior to maturity but the Corporation
retains the right, at any time and from time to time, to purchase Series 3
Debentures in the open market or otherwise by such method and at such price or
prices as shall be determined by the Corporation.
2.08 Sinking Fund
The Series 3 Debentures are not subject to redemption pursuant to any sinking
fund.
2.09 Form and Denominations
The Series 3 Debentures shall be issuable as Registered Securities, initially as
Registered Global Securities, in denominations of US $1000 or any integral
multiple thereof, and shall be substantially in the form set forth on Schedule A
hereto.
2.10 Additional Amounts
The Corporation shall not be required to pay any additional amount on the Series
3 Debentures in respect of any tax, assessment or governmental charge withheld
or deducted.
2.11 Trustee, etc.
The trustee, authenticating agent, paying agent, transfer agent and the
registrar for the Series 3 Debentures shall be the Trustee.
2.12 Depository
The Depository for the Series 3 Debentures shall be The Depository Trust
Company, 55 Water Street, New York, New York 10004 U.S.A.
2.13 Additional Events of Default or Covenants
There are no additional events of default or covenants with respect to the
Series 3 Debentures, but all Events of Default and covenants specified in the
Original Indenture shall be applicable thereto.
Article 3
Miscellaneous Provisions
3.01 Confirmation of Original Indenture
The Original Indenture, as amended and supplemented by this Third Supplemental
Indenture, is in all respects confirmed.
3.02 Acceptance of Trusts
The Trustee hereby accepts the trusts in this Third 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 Third Supplemental Indenture.
3.03 Counterparts and Formal Date
This Third Supplemental Indenture may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original; and all such
counterparts together shall constitute but one and the same instrument.
IN WITNESS WHEREOF the parties hereto have caused this Third 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.
NORCEN ENERGY RESOURCES LIMITED
By: (signed)
Robert J. Waters
Treasurer
By: (signed)
E.A. Leew
Vice President, Legal & Secretary
MONTREAL TRUST COMPANY OF CANADA
By: (signed)
Name: Bradley Loughton
Title: Senior Corporate Trust
Officer
By: (signed)
Name: Laura Leong
Title: Corporate Trust Officer
Schedule A
to
Third Supplemental Indenture
REGISTERED No. R REGISTERED U.S. $250,000,000 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 Water Street, New York, New York) 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.
NORCEN ENERGY RESOURCES LIMITED.
6.80% DEBENTURE DUE July 2, 2002
NORCEN ENERGY RESOURCES LIMITED, a corporation incorporated under the laws of
Canada (together with its successors and assigns, the "Corporation"), for value
received, hereby promises to pay to
_______________________ the principal sum of Two Hundred and Fifty Million
United States Dollars (U.S.$250,000,000), on July 2, 2002 and to pay interest
thereon at the rate of 6.80% per annum from July 2, 1997 or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, semi-annually in arrears on January 2 and July 2 in each year (each such
date an "Interest Payment Date") commencing January 2, 1998 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 December 15 or June 15 (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 3 Debentures 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 3 Debentures
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 3
Debentures represented by this Security that are issued in definitive form will
be made at the Corporate Trust Office (as defined below) in immediately
available funds. Payment of the principal of and interest on the Series 3
Debentures 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 6.80%
Debentures due July 2, 2002 of the Corporation (the "Series 3 Debentures"),
limited in aggregate principal amount to U.S.$250,000,000, issued or to be
issued under and pursuant to a trust indenture made as of May 7, 1996 (the
"Original Indenture"),
between the Corporation and Montreal Trust Company of Canada, as trustee (the
"Trustee", which term includes any successor trustee under the Trust Indenture),
as supplemented by the First Supplemental Indenture made as of May 22, 1996 (the
"First Supplemental Indenture") between the Corporation and the Trustee, the
Second Supplement Indenture made as of June 26, 1996 (the "Second Supplemental
Indenture") between the Corporation and the Trustee and the Third Supplemental
Indenture made as of June 26, 1997 (the "Third Supplemental Indenture") between
the Corporation and the Trustee to which Original Indenture,
First Supplemental Indenture, Second Supplemental Indenture, Third 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 in Calgary, Alberta, Canada, at any particular time, shall be
principally administered, which office at the date of the Third Supplemental
Indenture was located at 710, 530 - 8th Ave. S.W., Calgary, Alberta, Canada T2P
3S8.
The Series 3 Debentures shall not be redeemable prior to Maturity and shall not
be subject to any sinking fund but are subject to defeasance and covenant
defeasance at the option of the Corporation upon compliance with certain
conditions set forth in the Trust Indenture.
The Trustee has been appointed registrar for the Series 3 Debentures, and the
Trustee will maintain at the Corporate Trust Office a register for the
registration and transfer of Series 3 Debentures. 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 3 Debentures represented by definitive registered
Debentures 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 3 Debentures 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 3 Debentures then
Outstanding, on behalf of the Holders of all Series 3 Debentures, 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 3 Debentures 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 3 Debentures and the Holders of not less than 25% in
aggregate principal amount of the Series 3 Debentures 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
and (b) the Trustee shall not have received from the Holders of a majority in
aggregate principal amount of Series 3 Debentures 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 3 Debentures 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 3 Debentures 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
Alberta 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: July 2, 1997
NORCEN ENERGY RESOURCES LIMITED
By:_____________________________
Title:
By:_____________________________
Title:
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is a Security representing Series 3 Debentures referred to in the
within-mentioned Trust Indenture.
MONTREAL TRUST COMPANY OF CANADA,
as Trustee
By:________________________________
Authorized Officer
Date of Authentication:__________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
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[PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF TRANSFEREE]
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[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF TRANSFEREE]
the within Security, and all rights thereunder, hereby irrevocably constituting
and appointing
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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.