THIS SECOND SUPPLEMENTAL TRUST INDENTURE is made as of July 6, 2001. BETWEEN:
Exhibit 3.0
THIS SECOND SUPPLEMENTAL TRUST INDENTURE is made as of July 6, 2001.
BETWEEN:
CAMECO CORPORATION, a corporation incorporated under the laws of
Canada and having its registered office at the City of Saskatoon, in
the Province of Saskatchewan (hereinafter referred to as the
“Company”),
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CIBC MELLON TRUST COMPANY, a trust company incorporated under the
laws of Canada and duly authorized to carry on the trust business in
each province of Canada (hereinafter referred to as the “Trustee”).
WHEREAS in and by a trust indenture (hereinafter called the “Indenture”) made as of July 12, 1999,
between the Company and the Trustee provision was made for issuance of Debentures of the Company in
one or more series, unlimited as to aggregate principal amount but issuable only upon the terms and
subject to the conditions and limitations therein provided;
AND WHEREAS pursuant to a dealer agreement dated June 29, 2001, among the Company and the agent
named therein, the Company has agreed to create and issue pursuant to the Indenture and this
Second Supplemental Trust Indenture a series of Debentures, in aggregate principal amount of
$50,000,000 to be designated as the 7.0% Debentures, Series B due July 6, 2006;
AND WHEREAS this Second Supplemental Trust Indenture is executed pursuant to all necessary
authorization and resolutions of the Company to authorize the creation, issuance and delivery of
the said Debentures and to establish the terms, provisions and condition thereof;
AND WHEREAS the foregoing recitals are made as representations and statements of fact by the
Company and not by the Trustee;
NOW,
THEREFORE THIS INDENTURE WITNESSES that it is hereby agreed and declared
as follows:
ARTICLE 1: ISSUANCE OF DEBENTURES
1.1
LIMIT OF ISSUE AND DESIGNATION OF DEBENTURES
The Company hereby creates and agrees to issue a series of Debentures (the “Debentures”) pursuant
to the Indenture and this Second Supplemental Trust Indenture to be designated as the “7.0%
Debentures, Series B due July 6, 2006,” which shall consist of, and be limited to, an aggregate
principal amount of Fifty Million Dollars ($50,000,000) in lawful money of Canada.
1.2 TERMS OF DEBENTURES
The Debentures shall be dated July 6, 2001, shall bear interest (“Interest”) from that date at the
rate of 7.0% per annum calculated and payable semi-annually in arrears (after as well as before
maturity and after as well as before default with interest on overdue interest at the said rate)
on January 6 and July 6 in each year (each an “Interest Payment Date”), commencing January 6, 2002
and shall mature on July 6, 2006. Interest for the period from July 6, 2001 to January 6, 2002
will be $35.00 for each $1,000 principal amount of Debentures. The record date for the payment of
Interest shall be the close of business on the tenth Business Day preceding the relevant Interest
Payment Date.
The Company, at least two Business Days prior to an Interest Payment Date, shall deliver or cause
to be delivered by prepaid mail, by courier or by an employee of the Company to registered holders
of Debentures, post-dated cheques for interest due thereon (less any tax required by law to be
deducted or withheld) payable to the order of the registered holders thereof and negotiable on the
Interest Payment Date. The Company may, at its option, cause the amount of such interest to be paid
to one or more registered holders thereof by way of electronic transfer of funds, with any such
transfer to be made no later than 11:30 a.m. (Toronto time) on the date of such payment. The
delivery of such cheques or electronic transfer of funds shall satisfy and discharge the liability
for interest on such Debentures to the extent of the sums represented thereby (plus the amount of
any tax deducted or withheld as aforesaid) unless, in the case of a cheque, such cheque shall not
be paid on presentation.
The Company upon maturity of the Debentures shall deliver or cause to be delivered by prepaid
mail, by courier or by an employee of the Company to the registered holders thereof cheques for
such principal amount due, payable to the order of the registered holders thereof and negotiable
on the date of the maturity of the Debentures. The Company may, at its option, cause the amount of
any such principal payment to be paid to the registered holders of Debentures by way of electronic
transfer of funds, with such transfer to be made no later than 11:30 a.m. (Toronto time) on the
date of such payment.
At its option, the Company may redeem the Debentures at any time and from time to time, in whole
or in part, upon not more than 60 days and not less than 30 days prior notice, at the higher of
the Canada Yield Price (as defined below) and par, together in each case with accrued and unpaid
interest to the date fixed for redemption. Less than all of the Debentures may be redeemed in
accordance with Section 4.2 of the Indenture.
For purposes of the foregoing redemption provisions, the following terms are defined as follows:
“Canada Yield Price” shall mean a price equal to the price of the Debentures calculated to provide
a yield to maturity, compounded semi-annually, equal to the Government of Canada Yield plus 0.34%
on the Business Day preceding the day notice of redemption is given.
“Government of Canada Yield” on any date for the Debentures shall mean the yield to maturity on
such date, compounded semi-annually, which a non-callable Government of Canada bond would carry if
issued in dollars in Canada, at 100% of its principal amount on such date with a term to maturity
equal to the remaining term to maturity (calculated from the redemption date) of
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the Debentures. The Government of Canada Yield will be the arithmetic average of the
percentage yield provided by two specified Canadian investment dealers selected by the Company.
The Debentures and the certificate of the Trustee endorsed thereon shall be substantially in the
form set forth in Schedule A hereto and shall bear such distinguishing letters and numbers as the
Company and the Trustee may approve.
1.3 FORM, TRANSFER AND ISSUANCE OF A GLOBAL DEBENTURE
| (a) | Form: Except as provided for in Section 1.6, the Debentures shall be issued in the form of one global Debenture substantially in the form of Schedule A hereto (the “Global Debenture”). The Global Debenture will be issued in the name of, and deposited by the Trustee with, or on behalf of, The Canadian Depository for Securities Limited (“CDS”) or a successor (collectively, the “Depository”) as custodian of the Global Debenture and registered by the Trustee in the name of the Depository or its nominee. No purchaser of Debentures represented by the Global Debenture will be entitled to a certificate or other instrument from the Company or the Depository evidencing that purchaser’s ownership thereof except in the circumstances where: (i) the Depository resigns or is removed from its responsibilities as depository and the Company is unable or does not wish to locate a qualified successor; or (ii) the Company determines that it wishes definitive Debentures to replace the Global Debenture; (iii) if required by applicable law; or (iv) the Book-Based System (as defined herein) of CDS ceases to exist. Beneficial interests in the Global Debenture, constituting ownership of the Debentures, will be represented only through the Book-Based System. “Book-Based System” means the record entry securities transfer and pledge system known, as of the date hereof, by such name, which is administered by CDS in accordance with the operating rules and procedures of the Securities Settlement Service of CDS enforced from time to time, or any successor system which CDS may offer from time to time. | ||
| (b) | Issuance: The Global Debenture shall be signed by any authorized signatory of the Company holding office at the time of signing and empowered to sign the Global Debenture on behalf of the Company and delivered to the Trustee. Upon receipt thereof by the Trustee, the Global Debenture shall be certified, in accordance with Section 1.7, by the Trustee and delivered to CDS pursuant to a Written Order of the Company, without the Trustee receiving consideration therefor. | ||
| (c) | Transfer: Transfers of Debentures between CDS Participants shall occur in accordance with the Depository’s rules and procedures. “CDS Participant” means a broker, dealer, bank, other financial institution or other person who, directly or indirectly, from time to time effects book-based transfers with CDS and pledges of securities deposited with CDS. |
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1.4 DEALINGS WITH AND BY THE DEPOSITORY
All references herein to actions by, or notices given or payments made to, Debentureholders
shall, where such Debentures are held through the Depository, refer to actions taken by, or notices
given or payments made to, the Depository upon instructions from the CDS Participants in accordance
with the Depository’s rules and procedures. For the purpose of any provision of this Second
Supplemental Trust Indenture requiring or permitting actions with the consent of or at the
direction of the Debentureholders evidencing a specified percentage of the aggregate unpaid
principal amount of Debentures outstanding, such direction or consent may be given by
Debentureholders acting through the Depository and the CDS Participants owning Debentures
evidencing the requisite percentage of the principal amount of Debentures. The rights of a
Debentureholder shall be exercised only through the Depository and the CDS Participants and shall
be limited to those established by law and agreements between such Debentureholder and the
Depository and/or the CDS Participants or upon instructions from the
CDS Participants. Each of the
Company and the Trustee may deal with the Depository for all purposes (including the making of
payments) as the authorized representative of the respective Debentureholders and such dealings
with the Depository shall constitute satisfaction or performance, as applicable, of its respective
obligations hereunder.
In the event of a vote by registered Debentureholders pursuant to the Indenture when the
Debentures are held through the Depository, the Depository shall vote such Debentures upon
instructions from the CDS Participants in accordance with the Depository’s rules and procedures,
and if such vote requires the approval of a specified percentage of the aggregate unpaid principal
amount of Debentures outstanding, the approval of CDS Participants owning Debentures evidencing
the requisite percentage of the principal amount of Debentures shall be sufficient.
1.5 NOTICES TO THE DEPOSITORY
For so long as the Debentures are held through the Depository, if any notice or other
communication is required to be given to Debentureholders, the Trustee and the Company shall give
all such notices and communications through the Depository, which shall be in accordance with
applicable law and regulation.
1.6 FORM AND ISSUANCE OF DEFINITIVE DEBENTURE CERTIFICATES
| (a) | Form: If: (i) the Depository resigns or is removed from its responsibilities as depository and the Company is unable or does not wish to locate a qualified successor; or (ii) the Company determines that it wishes definitive Debentures to replace the Global Debenture and notifies the Depository to such effect, the Depository shall surrender the Global Debenture to the Trustee with instructions from the Depository for re-registration of each Debenture in the name and as to the principal amount specified by the Depository, and the Company shall issue and the Trustee shall certify and deliver the aggregate unpaid principal amount of the Debentures then outstanding in the form of definitive Debenture certificates (the “Definitive Debentures”) representing such Debentures. |
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| (b) | The Definitive Debentures shall be issued as fully-registered Debentures in denominations of $1,000 and integral multiples thereof. Each Definitive Debenture and the certificate of the Trustee in respect thereof endorsed thereon shall be substantially in the form set forth in Schedule A annexed hereto in respect of the Global Debenture with such changes, additions and deletions as are necessary. The Definitive Debentures may be typed, engraved, printed or lithographed, or partly in one form and partly in another, as the Company may determine. The Definitive Debentures shall be signed (either manually or by facsimile signature) by any authorized signatory of the Company holding office at the time of signing and empowered to sign such Definitive Debentures on behalf of the Company. A facsimile signature upon any of the Definitive Debentures shall for all purposes of this Second Supplemental Trust Indenture be deemed to be the signature of the person whose signature it purports to be and to have been signed at the time such facsimile signature is reproduced and, notwithstanding that any person whose signature, either manual or in facsimile, appears on the Definitive Debentures is not at the date of this Second Supplemental Trust Indenture or at the date of the Definitive Debentures or at the date of the certification and delivery thereof an officer of the Company, such Definitive Debentures shall be valid and binding upon the Company and entitled to the benefits of this Second Supplemental Trust Indenture. |
| (c) | Issuance: The Definitive Debentures shall forthwith upon their issue, having been authorized and executed by the Company, be delivered to the Trustee. Upon receipt thereof by the Trustee, the Definitive Debentures shall be certified by the Trustee and delivered to or to the order of the Company pursuant to a Written Order of the Company, without the Trustee receiving consideration therefor. | ||
| (d) | Transfer: Transfers of Definitive Debentures shall be governed by the provisions of Article 3 of the Indenture. |
1.7 CERTIFICATION
No Debenture shall be issued or, if issued, shall be obligatory or shall entitle the
Debentureholder to the benefits of this Second Supplemental Trust Indenture until it has been
certified by or on behalf of the Trustee. Such certificate on any
Debenture shall be conclusive evidence as against the Company that such Debenture is duly issued and is a valid obligation of
the Company and that the holder is entitled to the benefits hereof.
The certificate of the Trustee signed on the Debentures shall not be construed as a representation
or warranty by the Trustee as to the validity of this Second Supplemental Trust Indenture or of the
Debentures or their issuance and the Trustee shall in no respect be liable or answerable for the
use made of said Debentures or either of them or the proceeds thereof. The certificate of the
Trustee signed on the said Debentures shall, however, be a representation and warranty by the
Trustee that said Debentures have been duly certified by or on behalf of the Trustee pursuant to
the provisions of this Second Supplemental Trust Indenture.
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1.8 RANK
The Debentures are direct unsecured obligations of the Corporation and rank equally and rateably
among themselves and with all other present and future unsecured and unsubordinated indebtedness
of the Corporation, subject to exceptions prescribed by statute.
ARTICLE 2: MISCELLANEOUS
2.1 INTERPRETATION
This Second Supplemental Trust Indenture is supplemental to the Indenture and shall be read in
conjunction therewith. Except only insofar as the Indenture may be inconsistent with the express
provisions of this Second Supplemental Trust Indenture in which case the terms of this Second
Supplemental Trust Indenture shall govern and supersede those contained in the Indenture only to
the extent of such inconsistency, this Second Supplemental Trust Indenture shall henceforth have
effect so far as practicable as if all the provisions of the Indenture and this Second
Supplemental Trust Indenture were contained in one instrument. The terms and expressions used in
this Second Supplemental Trust Indenture which are defined in the Indenture shall, except as
otherwise provided herein, have the respective meanings ascribed to them in the Indenture. Unless
otherwise stated, any reference in this Second Supplemental Trust Indenture to an Article, Section
or Schedule shall be interpreted as a reference to the stated Article or Section of, or Schedule
to, this Second Supplemental Trust Indenture.
2.2 ACCEPTANCE OF TRUST BY TRUSTEE
The Trustee hereby accepts the trusts in this Second Supplemental Trust Indenture declared
and created and agrees to perform the same upon the terms and conditions herein before set out but
subject to the provisions of the Indenture.
2.3 GOVERNING LAW
This Second Supplemental Trust Indenture shall be governed by and construed in accordance with the
laws of the Province of Saskatchewan and the laws of Canada applicable therein and shall be
treated in all respects as a Saskatchewan contract.
2.4 COUNTERPARTS
This Second Supplemental Trust Indenture may be executed in several counterparts, each of which so
executed shall be deemed to be an original, and such counterparts together shall constitute the one
and the same instrument and notwithstanding their date of execution shall be deemed to bear date as
of July 6, 2001.
2.5 SCHEDULE
The schedule to this Second Supplemental Trust Indenture shall be deemed to be incorporated herein
and to form part hereof.
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IN WITNESS WHEREOF the parties hereto have executed this Indenture under the hands of their
proper officers duly authorized in that behalf.
| CAMECO CORPORATION | ||||
| Per: | “Xxxxxxx Xxxxxx” | |||
| Xxxxxxx X. Xxxxxx, Chair | ||||
| and Chief Executive Officer | ||||
| Per: | “Xxxxx X. Xxxxxxx” | |||
| Xxxxx X. Xxxxxxx, Senior | ||||
| Vice-President Finance and Administration | ||||
| and Chief Financial Officer | ||||
| CIBC MELLON TRUST COMPANY | ||||
| Per: | “Xxxxxx Xxxxxxxx” | |||
| Per: | “Xxx Xxxxxxxxx” | |||
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SCHEDULE A
To the annexed Second Supplemental Trust Indenture dated as of July 6, 2001 between Cameco
Corporation and CIBC Mellon Trust Company, as trustee.
Form of Global Debenture
| No. 000001 CUSIP No. 13321L AC 2 |
$50,000,000, Canadian |
CAMECO CORPORATION
(Incorporated under the laws of Canada)
(Incorporated under the laws of Canada)
7.0% DEBENTURE DUE JULY 6, 2006
Cameco Corporation (the “Company”) for value received acknowledges itself indebted and hereby
promises to pay or cause to be paid to the registered holder hereof on July 6, 2006, or on such
earlier date as the principal amount hereof may become due in accordance with the provisions of the
Indenture (as defined below) on presentation and surrender of this Debenture as provided in the
Indenture, the sum of Fifty Million Dollars, ($50,000,000) in lawful money of Canada and to pay or
cause to be paid to CDS & Co. interest (“Interest”) on the principal amount hereof at the rate of
7.0% per annum calculated and payable semi-annually in arrears (after as well as before maturity
and after as well as before default with interest on overdue interest at the said rate) on January
6 and July 6 in each year (each an “Interest Payment Date”), commencing January 6, 2002, and
interest for the period from the date hereof to January 6, 2002 will be $35.00 for each $1,000
principal amount of Debentures. The record date for the payment of Interest shall be the close of
business on the tenth Business Day preceding the relevant Interest Payment Date. Subject to the
foregoing, the Company, at least two Business Days prior to an Interest Payment Date, shall deliver
or cause to be delivered by prepaid mail, by courier or by an employee of the Company to the
registered holder hereof, a post-dated cheque for interest due hereon (less any tax required by law
to be deducted or withheld) payable to the order of the registered holder hereof and negotiable on
the Interest Payment Date. The Company may, at its option, cause the amount of such interest to be
paid to the registered holder hereof by way of electronic transfer of funds, with any such transfer
to be made no later than 11:30 a.m. (Toronto time) on the date of such payment. The delivery of
such cheque or electronic transfer of funds shall satisfy and discharge the liability for interest
hereon to the extent of the sums represented thereby (plus the amount of any tax deducted or
withheld as aforesaid) unless, in the case of a cheque, such cheque shall not be paid on
presentation.
The Company upon maturity of the Debentures shall deliver or cause to be delivered by prepaid
mail, by courier or by an employee of the Company to the registered holder hereof a cheque for
such principal amount due, payable to the order of the registered holder hereof and negotiable on
the date of the maturity of the Debentures. The Company may, at its option, cause the amount of
any such principal payment to be paid to the registered holder hereof by way of electronic
transfer of funds, with such transfer to be made no later than 11:30 a.m. (Toronto time) on
the date of such payment.
This Global Debenture certificate represents $50,000,000 principal amount of the Debentures
designated as “7.0% Debentures, Series B due July 6, 2006” issued under a trust indenture dated
July 12, 1999 (which indenture, together with all instruments supplemental or ancillary thereto,
including the Second Supplemental Indenture made as of July 6, 2001 between the Company and the
Trustee, is herein referred to as the “Indenture”), and made between the Company and CIBC Mellon
Trust Company (the “Trustee”), as trustee. Reference is hereby expressly made to the Indenture for
a statement and description of the terms and conditions upon which the Debentures are issued or may
be issued and held, and the rights and remedies of the holders of the Debentures and of the Company
and of the Trustee in respect thereof, all to the same effect as if the provisions of the Indenture
were herein set forth, to all of which the holder hereof by acceptance hereof assents.
The Debentures are direct unsecured obligations of the Company and rank equally and rateably among
themselves and with all other present and future unsecured and unsubordinated indebtedness of the
Company, subject to exceptions prescribed by statute.
The Debentures have the benefit of certain covenants the terms of which are set out in the
Indenture.
The Company shall be entitled to purchase Debentures in the open market or by tender or private
contract at any price as provided in the Indenture. Debentures purchased by the Company will be
cancelled and may not be reissued.
At its option, the Company may redeem the Debentures at any time and from time to time, in whole
or in part, upon not more than 60 days and not less than 30 days prior notice, at the higher of
the Canada Yield Price (as defined in the Indenture) and par, together in each case with accrued
and unpaid interest to the date fixed for redemption. Less than all of the Debentures may be
redeemed in accordance with section 4.2 of the Indenture.
In case an Event of Default, as defined in the Indenture, has occurred, the principal of, and
interest on, all Debentures then outstanding under the Indenture may be declared due and payable
upon the conditions and in the manner and with the effect provided in the Indenture.
The Indenture contains provisions for the holding of meetings of the holders of the Debentures and
rendering resolutions passed at such meetings and instruments in writing signed by the holders of
a specified percentage of the principal amount of the Debentures outstanding that are binding upon
all holders of the Debentures.
This Debenture may only be transferred upon compliance with the conditions prescribed in the
Indenture on the register to be kept at the office of the Trustee in the City of Winnipeg and at
such other place or places, if any, and/or by such other registrar or registrars, if any, as the
Company with the approval of the Trustee may designate, by the registered holder hereof or his
executors or administrators or other legal representatives or his or their attorney duly appointed
by an instrument in writing in form and execution satisfactory to the Trustee, and upon
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compliance with such reasonable requirements as the Trustee and/or other registrar may
prescribe, and such transfer shall be duly noted hereon by the Trustee or other registrar.
The Debentures will become void unless presented for payment within a period of twenty years from
the relevant date therefor.
Any capitalized terms not defined in this Debenture shall have the meanings ascribed thereto in the
Indenture except that “Debentures” shall have meaning set forth in the Second Supplemental Trust
Indenture thereto.
The Indenture is and this Debenture shall be governed by and construed in accordance with the laws
of the Province of Saskatchewan and the laws of Canada applicable therein.
This Debenture shall not become obligatory for any purpose until this Debenture shall have been
certified by or on behalf of the Trustee for the time being under the Indenture.
IN WITNESS WHEREOF this Debenture has been duly executed and the corporate seal of the Company
affixed hereto.
| DATED as of July 6, 2001. | ||||||||
| CAMECO CORPORATION |
||||||||
Per:
|
Per: | |||||||
| Xxxxxx X. Xxxxxxx, President | Xxxxx X. Xxxxxxx, Senior Vice-President | |||||||
| Finance and Administration and | ||||||||
| Chief Financial Officer | ||||||||
Form of Trustee’s Certificate
This Global Debenture represents the $50,000,000 of 7.0% Debentures due July 6, 2006 referred to in
the Indenture within mentioned.
| CIBC MELLON TRUST COMPANY, | ||||
| Trustee | ||||
By: |
||||
| (FORM OF REGISTRATION PANEL) | ||||
| (No writing hereon except by Trustee or other Registrar) | ||||
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| Date of Registration | In Whose Name Registered | Trustee or Registrar | ||
July 6, 2001
|
CDS & Co. |
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