Exhibit 7.2
________________________________________________________________________________
INCO LIMITED
TO
THE BANK OF NEW YORK
Trustee
___________________
FIRST SUPPLEMENTAL INDENTURE
Dated as of March 31, 1992
To
INDENTURE
Dated as of June 29, 1989
___________________
________________________________________________________________________________
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FIRST SUPPLEMENTAL INDENTURE, dated as of March 31, 1992, between INCO
LIMITED, a corporation duly organized and existing under the laws of Canada
(herein called the "Company"), having its principal office at Royal Trust Tower,
Toronto Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx X0X 0X0 and THE BANK OF NEW YORK, a
corporation duly incorporated and existing under the laws of the State of New
York, as Trustee (herein called the "Trustee").
RECITALS
The Company has heretofore executed and delivered to the Trustee a certain
indenture, dated as of June 29, 1989 (herein called the "Indenture"), pursuant
to which one or more series of debentures, notes or other evidences of
indebtedness of the Company (herein called the "Securities") may be issued from
time to time. All terms used in this First Supplemental Indenture which are
defined in the Indenture shall have the meanings assigned to them in the
Indenture.
The Company desires and has requested the Trustee to join with it in the
execution and delivery of this First Supplemental Indenture for the purpose of
amending the Indenture as set forth herein with respect to any series of
Securities issued after the date hereof.
Sections 901(4) and 901(9) of the Indenture provide that a supplemental
indenture may be entered into by the Company and the Trustee without the consent
of any Holders to add to or change any of the provisions of the Indenture to
such extent as shall be necessary to permit or facilitate the issuance of
Securities in uncertificated form, to correct or supplement any provisions of
the Indenture which may be inconsistent with other provisions of the Indenture,
or to make other provisions with respect to matters arising under the Indenture
which do not adversely affect the interests of the Holders of Securities of any
series in any material respect.
The Company has furnished the Trustee with (i) an Opinion of Counsel
stating that the execution of this First Supplemental Indenture is authorized or
permitted by the Indenture, (ii) an Officers' Certificate stating that all
conditions precedent provided for in the Indenture with respect to this First
Supplemental Indenture have been complied with, and (iii) a copy of the
resolutions of its Board of Directors certified by its Secretary pursuant to
which this First Supplemental Indenture has been authorized.
All things necessary to make this First Supplemental Indenture a valid
agreement of the Company and the Trustee and a valid amendment of and supplement
to the Indenture have been done.
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NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the Securities
by the Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of any series of Securities issued after
the date hereof, with respect to any series of Securities issued after the date
hereof, as follows:
ARTICLE ONE
SECTION 101. Section 101 of the Indenture is amended to include therein the
following provisions and amendments:
(i) After the definition of Attributable Debt:
"'Authenticating Agent' means any Person authorized by the Trustee to act
on behalf of the Trustee to authenticate Securities."
(ii) After the definition of Defaulted Interest:
"'Depositary' means, with respect to the Securities of any series issuable
or issued in whole or in part in the form of one or more Global Securities, the
Person designated as Depositary for such series by the Company pursuant to
Section 301, which Person shall be a clearing agency registered under the
Securities Exchange Act of 1934, as amended; and if at any time there is more
than one such Person, 'Depositary' as used with respect to the Securities of any
series shall mean the Depositary with respect to the Securities of such series."
(iii) After the definition of Generally Accepted Accounting Principles:
"'Global Security' or 'Global Securities' means a Security or Securities,
as the case may be, in the form prescribed in Section 204 evidencing all or part
of a series of Securities, issued to the Depositary for such series or its
nominee, and registered in the name of such Depositary or nominee."
(iv) The definition of Indenture is hereby amended to read in its entirety
as follows:
"'Indenture' means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, including, for
all purposes of this instrument and any such supplemental indenture, the
provisions of the Trust Indenture Act that are deemed to be a part
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of and govern this instrument and any such supplemental indenture, respectively,
and shall include the terms of particular series of Securities established as
contemplated by Section 301.
(v) The definition of Outstanding in Section 101 of the Indenture is
hereby amended to read in its entirety as follows:
"'Outstanding', when used with respect to Securities, means, as of the date
of determination, all Securities theretofore authenticated and delivered under
this Indenture, except:
(i) Securities theretofore cancelled by the Trustee or delivered to
the Trustee for cancellation;
(ii) Securities for which payment or redemption money in the
necessary amount has been theretofore deposited with the Trustee or any
Paying Agent (other than the Company) in trust or set aside and segregated
in trust by the Company (if the Company shall act as its own Paying Agent)
for the Holders of such Securities; provided that, if such Securities are
to be redeemed, notice of such redemption has been duly given pursuant to
this Indenture or provision therefor satisfactory to the Trustee has been
made; and
(iii) Securities which have been paid pursuant to Section 306 or in
exchange for or in lieu of which other Securities have been authenticated
and delivered pursuant to this Indenture, other than any such Securities in
respect of which there shall have been presented to the Trustee proof
satisfactory to it that such Securities are held by a bona fide purchaser
in whose hands such Securities are valid obligations of the Company;
provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request,
demand, authorization, direction, notice, consent or waiver hereunder,
Securities owned by the Company or any other obligor upon the Securities or
any Affiliate of the Company or of such other obligor shall be disregarded
and deemed not to be Outstanding, except that in determining whether the
Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which
the Trustee knows to be so owned shall be so disregarded. Securities so
owned which have been pledged in good faith may be regarded as Outstanding
if the pledgee establishes to the satisfaction of the Trustee the pledgee's
right so to act with respect to such Securities and that the pledgee is not
the Company or any other obligor upon the Securities or any Affiliate of
the Company or of such other obligor."
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(vi) The definition of Trust Indenture Act in Section 101 of the
Indenture is hereby amended to read in its entirety as follows:
"'Trust Indenture Act' means the Trust Indenture Act of 1939 as in force at
the date as of which this instrument was executed, except as provided in Section
905; provided, however, that in the event the Trust Indenture Act of 1939 is
amended after such date, 'Trust Indenture Act' means, to the extent required by
any such amendment, the Trust Indenture Act of 1939 as so amended."
SECTION 102. Section 107 of the Indenture is hereby amended to read in its
entirety as follows:
"Section 107. Conflict with Trust Indenture Act.
If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required to be included in this Indenture by any of
the provisions of the Trust Indenture Act, such required provision shall
control. If any provision hereof limits, qualifies or conflicts with a provision
of the Trust Indenture Act that is required under such Act to be a part of and
govern this Indenture, the latter provision shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
that may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be."
SECTION 103. Section 204 of the Indenture is renumbered Section 205, and a
new Section 204 is added, to read in its entirety as follows:
"Section 204. Form of Legend for Global Securities.
Every Global Security authenticated and delivered hereunder shall, in
addition to the provisions contained in Sections 202 and 203, bear a legend in
substantially the following form, subject to modification as required by a
Depositary: 'This Security is a Global Security within the meaning of the
Indenture hereinafter referred to and is registered in the name of a Depositary
or a nominee thereof. This Security may not be transferred to, or registered or
exchanged for Securities registered in the name of, any Person other than the
Depositary or a nominee thereof and no such transfer may be registered, except
in the limited circumstances described in the Indenture. Every Security
authenticated and delivered upon registration of transfer of, or in exchange for
or in lieu of, this Security shall be a Global Security subject to the
foregoing, except in such limited circumstances.'"
SECTION 104. Section 301 of the Indenture is amended by:
(i) inserting in the paragraph which begins, "the rate or rates (which may
be fixed or variable) at which the Securities of the series shall bear
interest,"
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the phrase "or method by which such date or dates shall be determined, the date
on which payment of such interest will commence," after the phrase "the dates or
dates from which such interest shall accrue" and before the phrase "the Interest
Payment Dates on which such interest shall be payable."
(ii) renumbering paragraph (13) to paragraph (15) and inserting the
following as paragraph (14): "(14) whether the Securities of the series shall be
issued in whole or in part in the form of one or more Global Securities and, in
such case, the Depositary for such Global Security or Securities."
SECTION 105. Section 305 of the Indenture is hereby amended by:
(i) inserting the phrase "and of like tenor" in the last paragraph
thereof, after the phrase "of that series" and before the phrase "selected for
redemption under Section 1103."
(ii) inserting at the end of said Section 305 the following paragraphs:
"Notwithstanding any other provision in this Indenture, no Global Security
may be transferred to, or registered or exchanged for securities registered in
the name of, any Person other than the Depositary for such Global Security or
any nominee thereof, and no such transfer may be registered, unless (i) such
Depositary (a) notifies the Company that it is unwilling or unable to continue
as Depositary for such Global Security or (b) ceases to be a clearing agency
registered under the Exchange Act, (ii) the Company executes and delivers to the
Trustee a Company Order that such Global Security shall be so transferable,
registrable and exchangeable, and such transfers shall be registrable, (iii)
there shall have occurred and be continuing an Event of Default with respect to
the Securities evidenced by such Global Security or (iv) there shall exist such
other circumstances, if any, as have been specified for this purpose as
contemplated by Section 301. Notwithstanding any other provision in this
Indenture, a Global Security to which the restriction set forth in the preceding
sentence shall have ceased to apply may be transferred only to, and may be
registered and exchanged for Securities registered only in the name or names of,
such Person or Persons as the Depositary for such Global Security shall have
directed and no transfer thereof other than such a transfer may be registered.
Every Security authenticated and delivered upon registration of transfer
of, or in exchange for or in lieu of, a Global Security to which the restriction
set forth in the first sentence of the preceding paragraph shall apply, whether
pursuant to this Section, Section 304, 306, 906 or 1107 or otherwise, shall be
authenticated and delivered in the form of, and shall be, a Global Security."
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SECTION 106. Section 308 of the Indenture is hereby amended by appending to
the end of said Section 308 the following paragraph:
"No holder of any beneficial interest in any Global Security held on its
behalf by a Depositary shall have any rights under this Indenture with respect
to such Global Security, and such Depositary may be treated by the Company, the
Trustee, and any agent of the Company or the Trustee as the owner of such Global
Security for all purposes whatsoever. Notwithstanding the foregoing, nothing
herein shall impair, as between a Depositary and such holders of beneficial
interests, the operation of customary practices governing the exercise of the
rights of the Depositary as Holder of any Security."
SECTION 107. Section 310 of the Indenture is hereby amended by inserting
the following phrase at the end of the Section:
"For the foregoing purposes, with respect to any particular series of
Securities, each year of 360 days and the period of twelve 30-day months
comprised in such year shall be deemed to commence on the day of the month from
which interest on the Securities of such series is expressed to accrue upon the
original issue thereof."
SECTION 108. Section 501 of the Indenture is hereby amended by inserting
immediately after the last paragraph thereof the following paragraph:
"Upon receipt by the Trustee of any Notice of Default pursuant to this
Section 501 with respect to Securities of a series all or part of which is
represented by a Global Security, a record date shall automatically and without
any other action taken by any Person be set for the purpose of determining the
Holders of Outstanding Securities of such series entitled to join in such Notice
of Default, which record date shall be the close of business on the day the
Trustee shall have received such Notice of Default. The Holders of Outstanding
Securities of such series on such record date (or their duly appointed agents),
and only such Persons, shall be entitled to join in such Notice of Default,
whether or not such Holders remain Holders after such record date; provided
that, unless such Notice of Default shall have become effective by virtue of
Holders of the requisite principal amount of Outstanding Securities of such
series on such record date (or their duly appointed agents) having joined in
such Notice of Default prior to the day which is 90 days after such record date,
such Notice of Default shall automatically and without any action by any Person
be cancelled and of no further effect. Nothing in this paragraph shall prevent a
Holder (or duly appointed agent thereof) from giving, before or after expiration
of such 90-day period, a Notice of Default contrary to or different from a
Notice of Default previously given by a Holder, or from giving, after the
expiration of such period, a Notice of Default identical to a Notice of Default
that has been cancelled pursuant to the proviso to the preceding sentence, in
any of which events a record date in respect thereof shall be set pursuant to
the provisions of this Section 501."
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SECTION 109. Section 502 of the Indenture is hereby amended by inserting
immediately following the last paragraph thereof the following paragraph:
"Upon receipt by the Trustee of any declaration of acceleration, or
rescission and annulment thereof, pursuant to this Section 502 with respect to
Securities of any series all or part of which is represented by a Global
Security, a record date shall automatically and without any other action by any
Person be set for the purpose of determining the Holders of Outstanding
Securities of such series entitled to join in such declaration of acceleration,
or rescission and annulment, as the case may be, which record date shall be the
close of business on the date the Trustee shall have received such declaration
of acceleration, or rescission and annulment, as the case may be. The Holders of
Outstanding Securities of such series on such record date (or their duly
appointed agents), and only such Persons, shall be entitled to join in such
declaration of acceleration, or rescission and annulment, as the case may be,
whether or not such Holders remain Holders after such record date; provided
that, unless such declaration of acceleration, or rescission and annulment, as
the case may be, shall have become effective by virtue of the requisite
percentage having been obtained prior to the day which is 90 days after such
record date (or their duly appointed agents), such declaration of acceleration,
or rescission and annulment, as the case may be, shall automatically and without
any action by any Person be cancelled and of no further effect. Nothing in this
paragraph shall prevent a Holder (or duly appointed agent thereof) from giving,
before or after the expiration of such 90-day period, a declaration of
acceleration, or a rescission and annulment of any such declaration, contrary to
or different from a declaration previously given by a Holder, or from giving,
after the expiration of such period, a declaration identical to a declaration of
acceleration, or rescission and annulment thereof, as the case may be, that has
been cancelled pursuant to the proviso to the preceding sentence, in any of
which events a new record date shall be established pursuant to the provisions
of this Section 502."
SECTION 110. The following paragraph is inserted immediately following
paragraph (2) of Section 512 of the Indenture:
"Upon receipt by the Trustee of any such direction with respect to
Securities of a series all or part of which is represented by a Global Security,
a record date shall automatically and without any further action by any Person
be set for the purpose of determining the Holders of Outstanding Securities of
such series entitled to join in such direction, which record date shall be the
close of business on the day the Trustee shall have received such direction. The
Holders of Outstanding Securities of such series on such record date (or their
duly appointed agents), and only such Persons, shall be entitled to join in such
direction, whether or not such Holders remain Holders after such record date;
provided that, unless such direction shall have become effective by virtue of
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Holders of the requisite principal amount of Outstanding Securities of such
series on such record date (or their duly appointed agents) having joined
therein on or prior to the 90th day after such record date, such direction shall
automatically and without any action by any Person be cancelled and of no
further effect. Nothing in this paragraph shall prevent a Holder (or a duly
appointed agent of a Holder) from giving, before or after the expiration of such
90-day period, a direction contrary to or different from a direction previously
given by a Holder, or from giving, after the expiration of such period, a
direction identical to a direction that has been cancelled pursuant to the
proviso to the preceding sentence, in any of which events a new record date in
respect thereof shall be set pursuant to the provisions of this Section 512."
SECTION 111. The following paragraph is inserted immediately following
paragraph (2) of Section 513 of the Indenture:
"The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Persons entitled to waive any past default hereunder.
If a record date is fixed, the Holders on such record date (or their duly
designated agents), and only such Persons, shall be entitled to waive any
default hereunder, whether or not such Holders remain Holders after such record
date; provided, that unless such majority in principal amount shall have been
obtained prior to the date which is 90 days after such record date, any such
waiver previously given shall automatically and without further action by any
Holder be cancelled and of no further effect."
SECTION 112. Section 614 of the Indenture is renumbered Section 615, and a
new Section 614 is added, to read in its entirety as follows:
"Section 614. Appointment of Authenticating Agent.
At any time when any of the Securities remain Outstanding the Trustee may
appoint an Authenticating Agent or Agents with respect to one or more series of
Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon exchange, registration of
transfer or partial redemption thereof or pursuant to Section 306, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. The Trustee shall mail written notice of such appointment by
first-class mail, postage prepaid, to all Holders of Securities of the series
with respect to which such Authenticating Agent will serve, as their names and
addresses appear in the Security Register. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall in a written agreement delivered to the
Trustee and to the
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Company accept such appointment and shall at all times be a corporation
organized and doing business under the laws of the United States of America, any
State thereof or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000 and subject to supervision or examination by Federal or State
authority. If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.
Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.
An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.
The Trustee agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section, and the Trustee
shall be entitled to be reimbursed for such payments, subject to the provisions
of Section 607.
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If an appointment with respect to one or more series is made pursuant to
this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternate
certificate of authentication in the following form:
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
As Trustee
By
-------------------------------------
As Authenticating Agent
By
-------------------------------------
Authorized Officer"
SECTION 113. The following paragraph is inserted immediately before the
last paragraph of Section 902 of the Indenture:
"The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Persons entitled to consent to any indenture
supplemental hereto. If a record date is fixed, the Holders on such record date
or their duly designated agents, and only such Persons, shall be entitled to
consent to such supplemental indenture, whether or not such Holders remain
Holders after such record date; provided, that unless such consent shall have
become effective by virtue of the requisite percentage having been obtained
prior to the date which is 90 days after such record date, any such consent
previously given shall automatically and without further action by any Holder be
cancelled and of no further effect."
SECTION 114. The following paragraph is inserted at the end of Section 1010
of the Indenture:
"The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Persons entitled to waive compliance with any
covenant or condition hereunder. If a record date is fixed, the Holders of such
record date, or their duly appointed agents, and only such Persons, shall be
entitled to waive any such compliance, whether or not such Holders remain
Holders after such record date; provided that unless the Holders of at least
66-2/3% in principal amount of the Outstanding Securities of such series shall
have
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waived such compliance prior to the date which is 90 days after such record
date, any such waiver previously given shall automatically and without further
action by any Holder be cancelled and of no further effect."
SECTION 115. Section 1102 of the Indenture is hereby amended by inserting
in the second sentence thereof the phrase ", of the tenor, if applicable, of the
Securities to be redeemed," after the phrase "notify the Trustee of such
Redemption Date" and before the phrase "and of the principal amount".
SECTION 116. The first paragraph of Section 1103 of the Indenture is hereby
amended to read as follows:
"If less than all the Securities of any series are to be redeemed (unless
all of the Securities of a specified tenor are to be redeemed), the particular
Securities of a specified tenor to be redeemed shall be selected not more than
60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series and of the tenor subject to such redemption and not
previously called for redemption, by such method as the Trustee shall deem fair
and appropriate and which may provide for the selection for redemption of
portions (equal to the minimum authorized denomination for Securities of that
series or any integral multiple thereof), of the principal amount of Securities
of such series and specified tenor of a denomination larger than the minimum
authorized denomination for Securities of that series and specified tenor."
SECTION 117. Section 1107 of the Indenture is hereby amended to insert the
following sentence at the end of the paragraph:
"If a Global Security is so surrendered, such new Security so issued shall
be a new Global Security."
SECTION 118. Section 1601 of the Indenture is hereby amended to read in its
entirety as follows:
"The Company may at its option by Board Resolution, at any time, with
respect to the Securities of any series, elect to have either Section 1602
(if applicable) or Section 1603 (if applicable) be applied to the
Outstanding Securities of such series upon compliance with the conditions
set forth below in this Article Sixteen."
SECTION 119. Section 1602 of the Indenture is hereby amended by removing
the phrase captioned (D) and replacing it with the following:
"(D) this Article Sixteen. Subject to compliance with this Article
Sixteen, the Company may exercise its option
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under this Section 1602 with respect to Securities of any series
notwithstanding the prior exercise of its option under Section 1603 with
respect to the Securities of such series."
SECTION 120. Section 1604 of the Indenture is hereby amended by removing
the first parenthetical phrase of paragraph (1) and replacing it with the
following:
"(1) the Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee satisfying the requirements
of Section 609 who shall agree to comply with the provisions of this
Article Sixteen applicable to it) as trust funds in trust for the purpose
of making the following payments, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of the Securities of such
series."
SECTION 121. Section 1605 of the Indenture is hereby amended by removing
the third paragraph and replacing it in its entirety with the following:
"Anything in this Article Sixteen to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon a
Company Request any money or U.S. Government Obligations held by it as
provided in Section 1604 which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, are in excess of the amount thereof which
would then be required to be deposited to effect an equivalent defeasance
or covenant defeasance."
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ARTICLE II
SECTION 201. This instrument may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.
____________________
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
INCO LIMITED
By /s/ Xxx XxXxxxxxx
---------------------------------------
Xxx XxXxxxxxx
Vice-Chairman & Chief Financial Officer
By /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------------
Xxxxxxx X. Xxxxxxxx
Vice-President & Treasurer
THE BANK OF NEW YORK, AS TRUSTEE
By /s/ Xxxxx X. XxXxxxxx
---------------------------------------
Assistant Vice President
Attest:
/s/ RFF
--------------------------------------
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XXXXX XX XXX XXXX )
) ss.:
COUNTY OF NEW YORK )
On the 30th day of March, 1992, before me personally came Xxxxx X. Hand, to
me known, who, being by me duly sworn, did depose and say that he is Executive
Vice- President, General Counsel and Secretary of INCO LIMITED, one of the
corporations described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name thereto by like
authority.
/s/ Xxxxxxx Xxxxx
----------------------------------------
Notary Public
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XXXXX XX XXX XXXX )
) ss.:
COUNTY OF NEW YORK )
On the 30th day of March, 1992, before me personally came Xxxxxxx X.
Xxxxxxxx, to me known, who, being by me duly sworn, did depose and say that he
is Vice- President and Treasurer of INCO LIMITED, one of the corporations
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.
/s/ Xxxxxxx Xxxxx
----------------------------------------
Notary Public
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XXXXX XX XXX XXXX )
) ss.:
COUNTY OF NEW YORK )
On the 31st day of March, 1992, before me personally came Xxxxx X.
Xxxxxxxx, to me known, who, being by me duly sworn, did depose and say that he
is Assistant Vice-President of THE BANK OF NEW YORK, one of the corporations
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.
/s/ Xxxxxx Xxxxxxx
----------------------------------------
Notary Public
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