Noranda Operating Trust Enters into $250M Bridge Credit Facility

On December 2, 2010, Noranda Operating Trust (“NOT”) entered into a $250 million bridge credit facility with a syndicate of lenders led by Canadian Imperial Bank of Commerce and The Bank of Nova Scotia.

The bridge facility comprises a $130 million term loan, intended to partly repay all of NOT's outstanding senior secured notes in the amount of $153.5 million, which had a maturity date of December 20, 2010, and a $120 million revolving facility, intended for general corporate purposes and to repay the remaining $23.5 million of the senior secured notes.

The bridge facility matures on June 3, 2011, subject to an extension of six months, at the option of NOT, and early maturity in certain circumstances.

Xstrata Canada Corporation reaffirmed the credit support it had provided in connection with NOT's prior credit facility.

The bridge facility is intended to enable NOT to continue to pursue long-term debt financing options.

The independent committee of the board of trustees of NOT (the “Independent Committee”) unanimously recommended to the board of trustees of NOT that the latter enter into the bridge facility. TD Securities Inc. acted as financial adviser to the Independent Committee.

The board of trustees of NOT approved the bridge facility.

McCarthy Tétrault LLP acted as financing counsel for NOT, with a team led by Robert Stephenson, and including Justin Lapedus, Gordon Baird, Richard Miner and Jennifer McGoey in Toronto, and Stéphanie Gilcher in Montréal.

Baker & McKenzie LLP acted as corporate counsel for NOT with a team that included Frank DeLuca and Nurhan Aycan.

Borden Ladner Gervais LLP acted for the lenders, with a team led by Howard Silverman that included Stephen Redican and Sonia Molodecky in Toronto, and Sylvie Bouvette, Glen Bowman, Caroline Émond and Darina Bashilova in Montréal.

Davies Ward Phillips & Vineberg LLP acted for Xstrata Canada Corporation with a team that included Alexander Moore, Jennifer Longhurst and Matthew Hawkins.

Fasken Martineau DuMoulin LLP acted for the Independent Committee with a team that included Robert Paré, Marc Novello, Marie-Josée Neveu and Martin Racicot.