Noranda Operating Trust Issues Senior Secured Notes And Enters Into ABL Facility

On July 28, 2011, Noranda Operating Trust (Noranda) closed its private placement of $90,000,000 aggregate principal amount of 6.875 per cent senior secured notes due 2016 (the “Notes”).

The underwriters for the note issuance were CIBC World Markets Inc. and Scotia Capital Inc.
Concurrently with the closing of the Notes offering, Noranda entered into a 5-year asset-based credit facility (the “ABL Facility”) with CIBC Asset-Based Lending Inc., as co-lead arranger and administrative agent, and Roynat Asset Finance, a division of Roynat Inc., as co-lead arranger.
The ABL Facility provides for borrowing availability of up to $150,000,000.

The net proceeds from the sale of the Notes, together with borrowings under the ABL Facility, were used to repay all amounts outstanding under Noranda's existing bridge credit facility.
Borrowings under the ABL Facility will also be used for working capital and general corporate purposes.

Noranda was represented by McCarthy Tétrault LLP with a team that included Justin Lapedus, Robert Stephenson, Gordon Baird, Robert Hansen, Lynn Parsons, David Randell, Jennifer Pyke and Jennifer McGoey in Toronto; and Stéphanie Gilcher and Mary Pagonis in Montréal.

The underwriters were represented by Blake, Cassels & Graydon LLP with a team that included Tim Andison, Michael Burke, Jeffrey Trossman, Catherine Youdan, George Yannopoulos, David Kramer and William Chan in Toronto; and Marc-André LaRochelle and Katherine Girard in Montréal.

The agent and lenders under the ABL Facility were represented by Borden Ladner Gervais LLP with a team led by Howard Silverman, and that included Pierre Côté, Caroline Emond, Kendall Andersen, Vivian Tang, Sonia Molodecky, and Marjolaine Hémond Hotte.

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

Lawyer(s)

George Yannopoulos Vivian Tang Katherine Girard Gordon D. Baird David Kramer Jennifer McGoey Marjolaine Hémond Hotte Caroline Emond David Randell Robert O. Hansen Mary Pagonis Martin Racicot Marie-Josée Neveu Marc Novello Jeffrey C. Trossman William Chan Sonia Molodecky Justin A. Lapedus Stéphanie Gilcher Howard S. Silverman Pierre B. Cote Kendall E. Andersen Catherine Youdan Michael Burke Jennifer Pyke Lynn Parsons Tim Andison