exv4w10



 


Exhibit 4.10




REGISTRATION RIGHTS AGREEMENT


     Registration Rights Agreement (the “Agreement”) dated as of March 6, 2003,
between Placer Dome Inc., a corporation organized under the Canada Business
Corporations Act (the “Company”), and Morgan Stanley & Co. Incorporated and
J.P. Morgan Securities Inc. (the “Representatives”), as representatives of the
several initial purchasers named in the Purchase Agreement (the “Initial
Purchasers”).


     This Agreement is made pursuant to the Purchase Agreement dated March 6,
2003 between the Company and the Representatives (the “Purchase Agreement”),
which provides for the sale by the Company to the Initial Purchasers of an
aggregate of U.S.$200,000,000 principal amount of the Company’s 6 3/8%
Debentures due 2033 (the “Securities”). In order to induce the Initial
Purchasers to enter into the Purchase Agreement, the Company has agreed to
provide to the Initial Purchasers and their direct and indirect transferees the
registration rights set forth in this Agreement. The execution of this
Agreement is a condition to the closing under the Purchase Agreement.


     In consideration of the foregoing, the parties hereto agree as follows:


     1.     Definitions.


     As used in this Agreement, the following capitalized defined terms shall
have the following meanings:


     “1933
Act” or “Securities Act” shall mean the U.S. Securities Act of 1933,
as amended from time to time.


     “1934 Act” shall mean the U.S. Securities Exchange Act of 1934, as amended
from time to time.


     “Additional Interest” shall have the meaning assigned to it in Section
2(e).


     “Business Day” shall mean any day other than a Saturday or Sunday or a day
on which banking institutions in The City of New York are authorized or
required by law, regulation or executive order to remain closed.


     “Canadian Legend” shall have the meaning set forth in the First
Supplemental Indenture.


     “Closing Date” shall mean the Closing Date as defined in the Purchase
Agreement.


     “Company” shall have the meaning set forth in the preamble to this
Agreement and shall also include the Company’s successors.


     “Depositary”
shall have the meaning set forth in Section 6(c) hereof.


     “Effectiveness Deadline” shall have the meaning set forth in Section 2(a)
hereof.


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     “Exchange Date” shall have the meaning set forth in Section 2(a) hereof.


     “Exchange Offer” shall mean the exchange offer by the Company of Exchange
Securities for Registrable Securities pursuant to Section 2(a) hereof.


     “Exchange Offer Registration” shall mean a registration under the 1933 Act
effected pursuant to Section 2(a) hereof.


     “Exchange Offer Registration Statement” shall mean an exchange offer
registration statement on Form F-9 (or, if applicable, on another appropriate
form) and all amendments and supplements to such registration statement, in
each case including the Prospectus contained therein, all exhibits thereto and
all material incorporated or deemed to be incorporated by reference therein.


     “Exchange Securities” shall mean securities issued by the Company under
the Indenture, evidencing the same continuing indebtedness of the Company as
the Securities and containing terms identical to the Securities (except that
the Exchange Securities will not contain restrictions on transfer or bear a
restrictive legend (except that the Exchange Securities will bear the Canadian
Legend until such time as such legend has been removed pursuant to, or is no
longer required by, the Indenture), will not be entitled to receive Additional
Interest, will not be entitled to registration rights under this Agreement
(except as provided in Section 4 hereof) and will not include a reference to
this Agreement) and to be offered to Holders of Securities in exchange for
Securities pursuant to the Exchange Offer.


     “Expiration
Date” means the date on which the Exchange Offer (as the same
may be extended from time to time) terminates.


     “First
Supplemental Indenture” has the meaning set forth in the definition
of the term “Indenture” below.


     “Holder” shall mean the Initial Purchasers for so long as they own any
Registrable Securities, and each of their respective successors, assigns and
direct and indirect transferees who become registered owners of Registrable
Securities under the Indenture; provided that for purposes of Sections 4 and 5
of this Agreement, the term “Holder” shall include Participating
Broker-Dealers.


     “Indenture” shall mean the Indenture relating to the Securities dated as
of the Closing Date, as supplemented by the First Supplemental Indenture dated
as of the Closing Date (the “First Supplemental Indenture”), each between the
Company and Deutsche Bank Trust Company Americas, as trustee, and as the same
may be further amended or supplemented from time to time in accordance with the
terms thereof.


     “Initial
Purchasers” shall have the meaning set forth in the preamble to
this Agreement.


     “Majority Holders” shall mean the Holders of a majority of the aggregate
principal amount of outstanding Registrable Securities; provided that whenever
the consent or approval of Holders of a specified percentage of Registrable Securities is required
hereunder, Registrable Securities held by the Company or any of its
“affiliates” (as such term is defined in Rule 144


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 under the 1933 Act) (other than (i) the Initial Purchasers, it being
understood and agreed that none of the Initial Purchasers nor any of their
respective subsidiaries, parents or affiliates shall be deemed affiliates of
the Company for purposes of this definition, and (ii) any subsequent Holder of
Registrable Securities if such subsequent Holder is deemed to be such an
affiliate solely by reason of its holding of Registrable Securities) shall not
be counted in determining whether such consent or approval was given by the
Holders of such required percentage or amount. In cases where this Agreement
shall permit or require any action or determination to be made by, for example,
a majority in aggregate principal amount of Registrable Securities being sold
or included in a Shelf Registration or offering or affected by an amendment,
the terms and procedures specified in the proviso to the foregoing sentence
shall be applied.


     “Participating Broker-Dealer” shall have the meaning specified in Section
4(a) of this Agreement.


     “Person” shall mean an individual, partnership, limited liability company,
corporation, trust or unincorporated organization or other entity, or a
government or agency or political subdivision thereof.


     “Prospectus” shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including a prospectus
supplement with respect to the terms of the offering of any portion of the
Registrable Securities covered by a Shelf Registration Statement, and by all
other amendments and supplements to such prospectus, and in each case including
all material incorporated or deemed to be incorporated by reference therein.


     “Purchase Agreement” shall have the meaning set forth in the preamble to
this Agreement.


     “Registrable Securities” shall mean the Securities; provided, however,
that a Security shall cease to be a Registrable Security (i) when a
Registration Statement with respect to such Security shall have been declared
effective under the 1933 Act and such Security shall have been disposed of
pursuant to such Registration Statement, (ii) when such Security has been sold
to the public pursuant to Rule 144(k) (or any similar provision then in force,
but not Rule 144A) under the 1933 Act, (iii) when such Security shall have
ceased to be outstanding or (iv) when an Exchange Offer Registration Statement
with respect to such Security shall have been declared effective under the
Securities Act and such Security shall have been exchanged pursuant to the
Exchange Offer for Exchange Securities.


     “Registration Expenses” shall mean any and all expenses incident to
performance of or compliance by the Company with this Agreement, including
without limitation: (i) all SEC, stock exchange or National Association of
Securities Dealers, Inc. registration and filing fees, (ii) all fees and
expenses incurred in connection with compliance with state securities or blue
sky laws (including fees and disbursements of counsel for any underwriters or
Holders in connection with blue sky qualification of any of the Exchange
Securities or Registrable Securities), (iii) all expenses of any Persons in
preparing or assisting in preparing, word processing, printing and distributing
any Registration Statement, any Prospectus, any amendments or supplements
thereto, any underwriting agreements, securities sales agreements and other
documents relating


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 to the performance of and compliance with this Agreement, (iv) all rating
agency fees, (v) all fees and disbursements relating to the qualification of
the Indenture under applicable securities laws, (vi) the fees and disbursements
of the Trustee and its counsel, (vii) the fees and disbursements of counsel for
the Company and, in the case of a Shelf Registration Statement or if there are
Participating Broker Dealers, the fees and disbursements of one counsel for the
Holders (which counsel shall be selected by the Representatives or, if the
Representatives elect not to select such counsel, by the Majority Holders and
which counsel may in any event also be counsel for the Initial Purchasers) and
(viii) the fees and disbursements of the independent public accountants of the
Company and of any other Person or business whose financial statements are
included or incorporated or deemed to be incorporated by reference in a
Registration Statement, including the expenses of any special audits or “cold
comfort” or similar letters required by or incident to such performance and
compliance, but excluding fees and expenses of counsel to the underwriters or
the Holders (other than fees and expenses set forth in clauses (ii) and (vii)
above) and underwriting discounts and commissions and transfer taxes, if any,
relating to the sale or disposition of Registrable Securities by a Holder
pursuant to the Shelf Registration Statement.


     “Registration Statement” shall mean any registration statement of the
Company that covers any of the Exchange Securities or Registrable Securities
pursuant to the provisions of this Agreement and all amendments and supplements
to any such Registration Statement, including post-effective amendments, in
each case including the Prospectus contained therein, all exhibits thereto and
all material incorporated or deemed to be incorporated by reference therein.


     “Representatives” shall have the meaning set forth in the preamble to this
Agreement.


     “SEC” shall mean the U.S. Securities and Exchange Commission.


     “Securities” shall have the meaning set forth in the preamble to this
Agreement.


     “Shelf Registration” shall mean a registration effected pursuant to
Section 2(b) hereof.


     “Shelf Registration Statement” shall mean a “shelf” registration statement
of the Company pursuant to the provisions of Section 2(b) of this Agreement
which covers the Registrable Securities (but no other securities unless
approved by all of the Holders whose Registrable Securities are covered by such
Shelf Registration Statement) on an appropriate form under Rule 415 under the
1933 Act, or any similar rule that may be adopted by the SEC, and all
amendments and supplements to such registration statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated or deemed to be
incorporated by reference therein.


     “TIA” shall have the meaning specified in Section 3(1) of this Agreement.


     “Trustee” shall mean the trustee with respect to the Securities under the
Indenture.


     “Underwriters” shall have the meaning set forth in the last paragraph of
Section 3 of this Agreement.


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     “Underwritten Registration” or “Underwritten Offering” shall mean a
registration in which Registrable Securities are sold to an Underwriter or
Underwriters for reoffering to the public.


     “Voluntary Suspension Notice” shall have the meaning set forth in Section
2(b) hereof.


     2.     Registration Under the 1933 Act.


     (a)  To the extent not prohibited by any applicable law or applicable
interpretation of the staff of the SEC, the Company shall (A) use its
reasonable best efforts to prepare and, as soon as practicable but not later
than 120 days after the Closing Date, file with the SEC an Exchange Offer
Registration Statement on an appropriate form under the 1933 Act with respect
to a proposed Exchange Offer and the issuance and delivery to the Holders, in
exchange for all of the Registrable Securities, of a like principal amount of
Exchange Securities, (B) use its reasonable best efforts to cause the Exchange
Offer Registration Statement to be declared effective under the 1933 Act not
later than 180 days after the Closing Date (the “Effectiveness Deadline”), (C)
use its reasonable best efforts to keep the Exchange Offer Registration
Statement effective until the closing of the Exchange Offer and (D) use its
reasonable best efforts to cause the Exchange Offer to be consummated as
promptly as practicable, but in any event not later than the date that is 30
Business Days after the Effectiveness Deadline. The Company shall use its
reasonable best efforts to commence the Exchange Offer promptly after the
Exchange Offer Registration Statement has been declared effective by the SEC,
and shall commence the Exchange Offer by mailing the related exchange offer
Prospectus and accompanying documents to each Holder stating, in addition to
such other disclosures as are required by applicable law:



		
	 	     (i) that the Exchange Offer is being made pursuant to this
Registration Rights Agreement and that all Registrable Securities
validly tendered and not withdrawn will be accepted for exchange;




		
	 	     (ii) the Expiration Date of the Exchange Offer (which shall be
at least 20 Business Days from the date such notice is mailed)
(each day from and including the date of such mailing through and
including the Expiration Date being hereinafter called an “Exchange
Date”);




		
	 	     (iii) that any Registrable Security not tendered will remain
outstanding and continue to accrue interest, but will not
thereafter be entitled to receive any Additional Interest or be
entitled to any registration rights under this Agreement;




		
	 	     (iv) that Holders electing to have a Registrable Security
exchanged pursuant to the Exchange Offer will be required to
surrender such Registrable Security, together with the enclosed
letter of transmittal, to the institution and at the address
(located in the Borough of Manhattan, The City of New York)
specified in the exchange offer Prospectus or the accompanying
documents prior to the time the Exchange Offer terminates (which
shall not be earlier than 5:00 p.m., New York City time) on the
Expiration Date; and
	 
	 	     (v) that Holders will be entitled to withdraw their election,
not later than the time the Exchange Offer terminates (which shall
not be earlier than 5:00



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	 	p.m., New York City time) on the Expiration Date, by sending
to the institution and at the address (located in the Borough
of Manhattan, The City of New York) specified in the exchange
offer Prospectus or the accompanying documents a facsimile
transmission or letter setting forth the name of such Holder,
the principal amount of Registrable Securities delivered for
exchange and a statement that such Holder is withdrawing his
election to have such Securities exchanged;



provided that, if the only Holder of the Registrable Securities is the
Depositary or its nominee, then the Exchange Offer may be commenced by giving
notice (which may be electronic) and providing such other information to the
Depositary or its nominee as may be customary in accordance with the
Depositary’s procedures.


     As soon as practicable after the Expiration Date, the Company shall:



		
	 	     (i) accept for exchange all Registrable Securities or portions
thereof validly tendered and not withdrawn pursuant to the Exchange
Offer; and




		
	 	     (ii) deliver, or cause to be delivered, to the Trustee for
cancellation all Registrable Securities or portions thereof so
accepted for exchange by the Company and issue, and cause the
Trustee to promptly authenticate and mail or otherwise deliver to
each Holder, an Exchange Security equal in principal amount to the
principal amount of the Registrable Securities surrendered by such
Holder.



     The Company shall use its reasonable best efforts to complete the Exchange
Offer as provided above and shall comply with the applicable requirements of
the 1933 Act, the 1934 Act, and other applicable laws and regulations in
connection with the Exchange Offer. The Exchange Offer shall not be subject to
any conditions, other than that (i) the Exchange Offer does not violate
applicable law or any applicable interpretation of the staff of the SEC or any
order of any court of competent jurisdiction in the United States or Canada and
(ii) all applicable governmental approvals of any Canadian or United States
governmental authorities that the Company reasonably determines are necessary
in order to make or consummate the Exchange Offer shall have been obtained.
The Company shall, at the request of the Representatives from time to time,
inform the Representatives of the names and addresses of the Holders to whom
the Exchange Offer is made, and the Representatives shall have the right,
subject to applicable law, to contact such Holders and otherwise facilitate the
tender of Registrable Securities in the Exchange Offer.


     Each Holder participating in the Exchange Offer shall be required to
represent to the Company that at the time of the consummation of the Exchange
Offer (i) any Exchange Securities received by such Holder will be acquired in
the ordinary course of business, (ii) such Holder has no arrangement or
understanding with any person to participate in the distribution of the
Securities or the Exchange Securities within the meaning of the 1933 Act, (iii)
such Holder is not an “affiliate,” as defined in Rule 405 of the 1933 Act, of
the Company, (iv) such Holder is not engaged in, and does not intend to engage
in, the distribution of the Exchange Securities within the meaning of the 1933
Act, (v) if such Holder is a broker-dealer, that it will receive Exchange Securities in exchange for Securities that were acquired for its
own account as a result of market-making activities or other trading activities
and that it will be required to acknowledge


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 that it will deliver a prospectus meeting the requirements of the 1933 Act
in connection with any resale of such Exchange Securities, and (vi) if such
Holder is a broker-dealer, it did not purchase the Securities being tendered in
the Exchange Offer directly from the Company for resale pursuant to Rule 144A
under the 1933 Act or any other available exemption from registration under the
1933 Act.


     (b)  In the event that (i) the Company determines that the Exchange Offer
Registration provided for in Section 2(a) above is not available or the
Exchange Offer may not be consummated as soon as practicable after the
Expiration Date because it would violate applicable law or applicable
interpretations of the Staff of the SEC, (ii) the Exchange Offer is for any
other reason not consummated within 30 Business Days following the
Effectiveness Deadline, or (iii) the Exchange Offer has been completed and the
Representatives have determined that a Registration Statement must be filed or
a Prospectus must be delivered by any of the Initial Purchasers in connection
with any offering or sale of Registrable Securities, the Company shall use its
reasonable best efforts to cause to be filed as soon as practicable after such
determination date (in the case of clause (i) above), the 30th Business Day
following the Effectiveness Deadline (in the case of clause (ii) above) or date
that notice of such determination by the Representatives is given to the
Company (in the case of clause (iii) above), as the case may be, a Shelf
Registration Statement providing for the sale by the Holders of all of the
Registrable Securities and to use its reasonable best efforts to have such
Shelf Registration Statement declared effective by the SEC as soon as
practicable. In the event the Company is required to file a Shelf Registration
Statement solely as a result of the matters referred to in clause (iii) of the
preceding sentence, the Company shall use its reasonable best efforts to file
and have declared effective by the SEC both an Exchange Offer Registration
Statement pursuant to Section 2(a) with respect to all Registrable Securities
and a Shelf Registration Statement (which may be a combined Registration
Statement with the Exchange Offer Registration Statement) with respect to
offers and sales of Registrable Securities held by the Initial Purchasers. The
Company agrees to use its reasonable best efforts to keep the Shelf
Registration Statement continuously effective and to keep the related
Prospectus current until the expiration of the period referred to in Rule
144(k) with respect to the Registrable Securities covered by the Shelf
Registration Statement or such shorter period that will terminate when all of
the Registrable Securities covered by the Shelf Registration Statement have
been sold pursuant to the Shelf Registration Statement or shall have been sold
to the public pursuant to Rule 144(k) (or similar provision then in force, but
not Rule 144A) under the 1933 Act or shall have ceased to be outstanding;
provided, however, that if there is a possible acquisition or business
combination or other transaction, business development or event involving the
Company that would require disclosure in such Shelf Registration Statement or
the documents incorporated or deemed to be incorporated by reference therein or
the related Prospectus and either (x) the Company determines, in the exercise
of its reasonable judgment and in good faith, that premature disclosure thereof
is not in the best interests of the Company and its stockholders or (y) despite
the exercise of reasonable diligence the Company cannot obtain any financial
statements relating to an acquisition or business combination required to be
included in such Shelf Registration Statement or the documents incorporated or
deemed to be incorporated by reference therein or the related Prospectus, the
Company shall give the Holders of the Registrable Securities covered by such
Shelf Registration Statement notice (a “Voluntary Suspension Notice”) to
suspend use of the Prospectus relating to such Shelf Registration Statement,
and such Holders hereby agree to suspend use of such Prospectus until the
Company has amended or supplemented such Prospectus or has notified such
Holders that use of the then


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 current Prospectus may be resumed as provided in the penultimate
paragraph of Section 3. In the case of any Voluntary Suspension Notice,
the Company shall not be required to disclose in such notice the possible
acquisition or business combination or other transaction, business
development or event as a result of which such notice shall have been
given if the Company reasonably and in good faith determines that such
acquisition or business combination or other transaction, business
development or event should remain confidential and, while such Voluntary
Suspension Notice is in effect, the Company shall not be required to
amend or supplement such Shelf Registration Statement, the documents
incorporated or deemed to be incorporated by reference therein or the
related Prospectus to reflect such possible acquisition or business
combination or other transaction, business development or event, but
shall continue to use its reasonable best efforts to maintain the
effectiveness of such Shelf Registration Statement. Upon the abandonment,
consummation, termination or public announcement or other public
disclosure of the possible acquisition or business combination or other
transaction, or if the applicable business development or event shall
cease to exist or shall be publicly disclosed, then the Company shall as
promptly as practicable comply with this Section 2(b) and Sections 3(b),
3(e)(v) (if applicable), 3(i) (if applicable) and the penultimate
paragraph in Section 3 hereof and notify the Holders of the Registrable
Securities covered by such Shelf Registration Statement that disposition
of such Registrable Securities may resume; provided that, if Section 3(i)
shall require an amendment or supplement to such Shelf Registration
Statement or the related Prospectus, then such resumption shall not occur
until the Company shall have delivered copies of the supplemented or
amended Prospectus contemplated by Section 3(i) to the applicable
Holders. Anything herein to the contrary notwithstanding, the right of
the Company to suspend use of a Prospectus pursuant to this paragraph
shall be subject to the limitation set forth in the last sentence of the
penultimate paragraph of Section 3. The Company further agrees to
supplement or amend the Shelf Registration Statement and/or the related
Prospectus if required by the rules, regulations or instructions
applicable to the registration form used by the Company for such Shelf
Registration Statement or by the 1933 Act or by any other rules and
regulations thereunder for shelf registration or if reasonably requested
by a Holder whose Registrable Securities are registered pursuant to such
Shelf Registration Statement with respect to information relating to such
Holder, and to use its reasonable best efforts to cause any such
amendment to become effective and such Shelf Registration Statement
and/or the related Prospectus to become usable as soon as thereafter
practicable, subject to the right of the Company, on the terms and
subject to the conditions described elsewhere in this Section 2(b), to
suspend its obligation to amend or supplement such Shelf Registration
Statement and/or the related Prospectus by giving a Voluntary Suspension
Notice. The Company agrees to furnish to the Holders of Registrable
Securities covered by any Shelf Registration Statement copies of any such
supplement or amendment promptly after its being used or filed with the
SEC.


     (c)  The Company shall pay all Registration Expenses in connection with the
registration pursuant to Section 2(a) and Section 2(b).


     (d)  An Exchange Offer Registration Statement pursuant to Section 2(a)
hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will
not be deemed to have become effective unless it has been declared effective by the SEC; provided,
however, that, if, after it has been declared effective, the offering of
Registrable Securities pursuant to a Shelf Registration Statement is interfered
with by any stop order, injunction or other order or requirement of the SEC or
any U.S. federal or state, Canadian federal, provincial or territorial, or any
other


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 governmental agency or court, such Registration Statement will be deemed
not to have become or to be effective during the period of such
interference until the offering of Registrable Securities covered by such
Registration Statement may legally resume.


     (e)  Additional cash interest (the “Additional Interest”) shall be payable
by the Company in respect of the Securities as follows:



		
	 	     (i) If an Exchange Offer Registration Statement or Shelf
Registration Statement is not filed within 120 days after the
Closing Date, then commencing on and including the 121st day after
the Closing Date, in addition to the interest otherwise payable on
the Securities, Additional Interest will accrue and be payable on
the Securities at the rate of 0.25% per annum; and




		
	 	     (ii) If an Exchange Offer Registration Statement or Shelf
Registration Statement is not declared effective by the SEC within
180 days after the Closing Date, then commencing on and including
the 181st day after the Closing Date, in addition to the interest
otherwise payable on the Securities, Additional Interest will
accrue and be payable on the Securities at the rate of 0.25% per
annum; and




		
	 	     (iii) If either (A) the Company has not exchanged Exchange
Securities for all Securities validly tendered and not withdrawn in
accordance with the terms of the Exchange Offer on or prior to the
date that is 30 Business Days after the Effectiveness Deadline, or
(B) if applicable, the Shelf Registration Statement has been
declared effective but the Shelf Registration Statement ceases to
be effective at any time prior to the expiration of the holding
period referred to in Rule 144(k) under the Securities Act or, if
earlier, such time as all of the Registrable Securities covered by
the Shelf Registration Statement have been disposed of pursuant to
the Shelf Registration Statement or sold to the public pursuant to
Rule 144(k) (or any similar provision then in force, but not Rule
144A) under the 1933 Act or shall have ceased to be outstanding,
then, in addition to the interest otherwise payable on the
Securities, Additional Interest will accrue and be payable on the
Securities at the rate of 0.25% per annum from and including (x)
the day (whether or not a Business Day) immediately succeeding the
30th Business Day after the Effectiveness Deadline, in the case of
(A) above, or (y) the day such Shelf Registration Statement ceases
to be effective, in the case of (B) above;



provided, however, that the Additional Interest rate on the Securities shall in
no event exceed 0.25% per annum; and provided, further, that Additional
Interest payable on the Securities as a result of any of the events or
circumstances specified in clause (i), (ii) or (iii) above, as the case may be,
shall cease to accrue (1) upon the filing of the Exchange Offer Registration
Statement or Shelf Registration Statement (in the case of (i) above), (2) upon
the effectiveness of the Exchange Offer Registration Statement or the Shelf
Registration Statement (in the case of (ii) above), or (3) upon the exchange of
Exchange Securities for all Registrable Securities validly tendered and not
withdrawn in the Exchange Offer or upon the effectiveness of the Shelf
Registration Statement that had ceased to remain effective prior to the
expiration of the holding period referred to in Rule 144(k) under the
Securities Act or, if earlier, such time as all of the Registrable Securities
covered by the Shelf Registration Statement have been disposed of


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pursuant to the Shelf Registration Statement or sold to the public pursuant to
Rule 144(k) (or any similar provision then in force, but not Rule 144A) under
the 1933 Act or shall have ceased to be outstanding (in the case of (iii)
above).


     Any amount of Additional Interest due pursuant to clause (i), (ii) or
(iii) of the preceding paragraph will be payable in cash and will be payable on
the same dates on which interest is otherwise payable on the Securities and to
the same Persons who are entitled to receive those payments of interest on the
Securities. The amount of Additional Interest payable for any period will be
determined by multiplying the Additional Interest rate, which will be 0.25% per
annum, by the principal amount of the Securities and then multiplying the
product by a fraction, the numerator of which is the number of days that the
Additional Interest rate was applicable during such period (determined on the
basis of a 360-day year comprised of twelve 30-day months) and the denominator
of which is 360. For the purposes of disclosure under the Interest Act
(Canada), the yearly rate of interest which is equivalent to the rate payable
under this Agreement is the rate payable multiplied by the actual number of
days in the year and divided by 360.


     (f)  Without limiting the remedies available to the Initial Purchasers and
the Holders, the Company acknowledges that any failure by the Company to comply
with its obligations under Section 2(a) and Section 2(b) hereof may result in
material irreparable injury to the Initial Purchasers or the Holders for which
there is no adequate remedy at law, that it will not be possible to measure
damages for such injuries precisely and that, in the event of any such failure,
any Initial Purchaser or any Holder may obtain such relief as may be required
to specifically enforce the Company’s obligations under Section 2(a) and
Section 2(b) hereof.


     (g)  Anything in this Agreement to the contrary notwithstanding, the
Company will not be required to make the Exchange Offer to Canadian Persons (as
defined in the First Supplemental Indenture), the Company will not be required
to accept Securities surrendered by Canadian Persons in the Exchange Offer, the
Company will not be required to issue Exchange Securities to Canadian Persons
in the Exchange Offer and, if the Company is required to file a Shelf
Registration Statement pursuant to this Agreement, Canadian Persons will not be
entitled to register their Securities for resale or to sell Securities pursuant
to such Shelf Registration Statement; and any failure by the Company to (i)
make the Exchange Offer to Canadian Persons, (ii) accept Securities surrendered
by Canadian Persons in the Exchange Offer, (iii) issue Exchange Securities to
Canadian Persons in the Exchange Offer or (iv) if the Company is required to
file a Shelf Registration Statement pursuant to this Agreement, register
Securities held by Canadian Persons for resale pursuant to the Shelf
Registration Statement shall not constitute a default by the Company in the
performance or breach of any covenant or warranty of the Company in this
Agreement. For the avoidance of doubt, no Additional Interest shall be payable
due solely to the failure by the Company to perform with respect to Canadian
Persons any of the acts specified in clauses (i) through (iv) of the preceding
sentence.


     3.     Registration Procedures.


     In connection with the obligations of the Company with respect to the
Registration Statements pursuant to Section 2(a) and Section 2(b) hereof, the
Company shall as expeditiously as possible:


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     (a)  prepare and file with the SEC a Registration Statement on the
appropriate form under the 1933 Act, which form (x) shall be selected by the
Company and (y) shall, in the case of a Shelf Registration, be available for
the sale of the Registrable Securities by the selling Holders thereof and (z)
shall comply as to form in all material respects with the requirements of the
applicable form and include or incorporate by reference therein all financial
statements required by the SEC to be included or incorporated by reference
therein, and use its reasonable best efforts to cause such Registration
Statement to become effective and remain effective in accordance with Section 2
hereof;


     (b)  prepare and file with the SEC such amendments and post-effective
amendments to each Registration Statement as may be necessary to keep such
Registration Statement effective for the applicable period and, subject to the
Company’s rights to suspend the use of the Prospectus relating to any Shelf
Registration Statement pursuant to Section 2(b) of this Agreement on the terms
and subject to the conditions set forth in such Section 2(b), cause each
Prospectus to be supplemented by any prospectus supplement required by
applicable law or regulation and, as so supplemented, to be filed pursuant to
Rule 424 under the 1933 Act and to keep each Prospectus current during the
period described under Section 4(3) and Rule 174 under the 1933 Act that is
applicable to transactions by brokers or dealers with respect to the
Registrable Securities or Exchange Securities;


     (c)  in the case of a Shelf Registration, furnish to each Holder of
Registrable Securities, to counsel for the Initial Purchasers, to counsel for
the Holders and to each Underwriter of an Underwritten Offering of Registrable
Securities, if any, without charge, as many copies of each related Prospectus,
including each related preliminary prospectus, and any amendment or supplement
thereto and such other documents as such Holder, counsel or Underwriter may
reasonably request, in order to facilitate the public sale or other disposition
of the Registrable Securities; and the Company consents to the use of such
Prospectus and any amendment or supplement thereto in accordance with
applicable law by each of the selling Holders of Registrable Securities and any
such Underwriter in connection with the offering and sale of the Registrable
Securities covered by and in the manner described in such Prospectus or any
amendment or supplement thereto in accordance with applicable law;


     (d)  use its reasonable best efforts to register or qualify the Registrable
Securities covered by any Registration Statement under all applicable state
securities or “blue sky” laws of such jurisdictions as any Holder of
Registrable Securities shall reasonably request in writing by the time such
Registration Statement is declared effective by the SEC, to cooperate with such
Holders in connection with any filings required to be made with the National
Association of Securities Dealers, Inc. and do any and all other acts and
things which may be reasonably necessary or advisable to enable such Holder to
consummate the disposition in each such jurisdiction of such Registrable
Securities owned by such Holder; provided, however, that the Company shall not
be required to (i) qualify as a foreign corporation or as a dealer in
securities in any jurisdiction where it would not otherwise be required to
qualify but for this Section 3(d), (ii) file any general consent to service of
process or (iii) subject itself to taxation in any such jurisdiction if it is
not so subject;


     (e)  in the case of a Shelf Registration, notify each Holder of Registrable
Securities covered by such Shelf Registration Statement, counsel for the
Holders and counsel for the Initial


11






 




 Purchasers promptly and, if reasonably requested by any such Holder or
counsel, confirm such advice in writing (i) when such Registration
Statement has become effective and when any post-effective amendment
thereto has been filed and becomes effective, (ii) of any request by the
SEC or any state securities authority or by any securities authority of
or in Canada or any territory or province thereof for amendments and
supplements to such Registration Statement or the related Prospectus or
for additional information, (iii) of the issuance by the SEC or any state
securities authority or by any securities regulatory authority of or in
Canada or any territory or province thereof of any stop order or similar
order suspending the effectiveness of such Registration Statement or the
initiation of any proceedings for that purpose and of the receipt by the
Company of any notification with respect to the suspension of the
qualification of the Registrable Securities for sale in any jurisdiction
or by any securities regulatory authority or the initiation or
threatening of any proceeding for such purposes, (iv) if, between the
effective date of a Registration Statement and the closing of any sale of
Registrable Securities covered thereby, the representations and
warranties of the Company contained in any underwriting agreement,
securities sales agreement or other similar agreement, if any, relating
to the offering cease to be true and correct in all material respects or
if the Company receives any notification with respect to the suspension
of the qualification of the Registrable Securities for sale in any
jurisdiction or the initiation of any proceeding for such purpose, (v) of
the happening of any event during the period such Shelf Registration
Statement is effective which makes any statement made in such
Registration Statement or the related Prospectus untrue in any material
respect or as a result of which such Shelf Registration Statement or the
related Prospectus contains an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under
which they were made, not misleading or which requires the making of any
changes in such Registration Statement or Prospectus in order to make the
statements therein not misleading (but subject to the right of the
Company, on the terms and subject to the conditions set forth in Section
2(b) of this Agreement, not to disclose the nature of certain such
events) and (vi) of any determination by the Company that a
post-effective amendment to such Registration Statement would be
appropriate;


     (f)  use its reasonable best efforts to obtain the withdrawal of any order
suspending the effectiveness or qualification of any Registration Statement at
the earliest possible moment and provide immediate notice to each Holder of the
withdrawal of any such order;


     (g)  in the case of a Shelf Registration, furnish to each Holder of
Registrable Securities covered by such Registration Statement, without charge,
one conformed copy of such Registration Statement and any post-effective
amendment thereto (without documents incorporated therein by reference or
exhibits thereto, unless requested);


     (h)  in the case of a Shelf Registration, cooperate with the selling
Holders of Registrable Securities which are covered by such Shelf Registration
Statement to facilitate the timely preparation and delivery of certificates
representing such Registrable Securities to be sold and not bearing any
restrictive legends and enable such Registrable Securities to be in such
denominations (consistent with the provisions of the Indenture) and registered
in such names as such selling Holders may reasonably request at least one Business Day
prior to the closing of any sale of Registrable Securities;



12






 


     (i)  in the case of a Shelf Registration, upon the occurrence of any event
contemplated by Section 3(e)(v) hereof but subject to the Company’s right to
suspend the use of the related Prospectus pursuant to Section 2(b) on the terms
and subject to the conditions set forth in such Section 2(b), to prepare and
file with the SEC as promptly as practicable a supplement or post-effective
amendment to a Registration Statement or the related Prospectus or any document
incorporated therein by reference or file any other required document so that,
as thereafter delivered to the purchasers of the Registrable Securities, such
Prospectus will not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. The Company agrees to
notify the Holders to suspend use of the Prospectus as promptly as practicable
after the occurrence of such an event, and the Holders hereby agree to suspend
use of the Prospectus until the Company has amended or supplemented the
Prospectus to correct such misstatement or omission;


     (j)  a reasonable amount of time prior to the filing of any Registration
Statement, any Prospectus, any amendment to a Registration Statement or
amendment or supplement to a Prospectus or any document which is incorporated
or deemed to be incorporated by reference in any Registration Statements or
Prospectus, provide copies of such document to the Representatives and counsel
to the Initial Purchasers (and, in the case of a Shelf Registration Statement,
the Holders of the Securities covered by such Registration Statement and their
counsel), and make such officers, employees and other representatives of the
Company as shall be reasonably requested by any Initial Purchaser or their
counsel (or, in the case of a Shelf Registration Statement, the applicable
Holders or their counsel) available for discussion of such document, and the
Company shall not at any time file or make any amendment to any Registration
Statement, any Prospectus, any amendment of or supplement to any Registration
Statement or any Prospectus or any document which is incorporated or deemed to
be incorporated by reference in any Registration Statement or Prospectus of
which the Representatives and counsel to the Initial Purchasers (or, in the
case of a Shelf Registration Statement, the Holders of the Securities covered
by such Registration Statement and their counsel) shall not have previously
been advised and furnished a copy or to which the Representatives or counsel to
the Initial Purchasers (and, in the case of a Shelf Registration Statement, the
Holders of the Securities covered by such Registration Statement or their
counsel) shall reasonably object.


     (k)  obtain a CUSIP number for all Exchange Securities or Registrable
Securities, as the case may be, not later than the effective date of the
Registration Statement covering such Securities;


     (l)  cause the Indenture to be qualified under the U.S. Trust Indenture Act
of 1939, as amended (the “TIA”), in connection with the registration of the
Exchange Securities or Registrable Securities, as the case may be, cooperate
with the Trustee and the Holders to effect such changes to the Indenture as may
be required for the Indenture to be so qualified in accordance with the terms
of the TIA and execute, and use its reasonable best efforts to cause the
Trustee to execute, all documents as may be required to effect such changes and
all other forms and documents required to be filed with the SEC to enable the Indenture to
be so qualified in a timely manner;


13






 


     (m)  in the case of a Shelf Registration, make available, upon request, for
inspection by a representative of the Holders of the Registrable Securities
covered by such Registration Statement, any Initial Purchaser, any Underwriter
participating in any disposition pursuant to such Shelf Registration Statement,
and attorneys and accountants designated by such Holders or by any such Initial
Purchaser or Underwriter, at reasonable times and in a reasonable manner, all
relevant financial and other relevant records and documents of the Company,
cause the appropriate officers, directors and employees of the Company to make
themselves available for “due diligence” conferences, and cause the officers,
directors and employees of the Company to supply all information reasonably
requested by any such representative of such Holders, Initial Purchaser,
Underwriter, attorney or accountant in connection with such Shelf Registration
Statement;


     (n)  use its reasonable best efforts to cause the Exchange Securities or
Registrable Securities, as the case may be, to be rated by two nationally
recognized statistical rating organizations (as such term is defined in Rule
436(g)(2) under the 1933 Act);


     (o)  if requested by any Holder of Registrable Securities covered by any
Registration Statement, (i) promptly incorporate in the related Prospectus
supplement or post-effective amendment such information with respect to such
Holder as such Holder reasonably requests to be included therein and (ii) make
all required filings of such Prospectus supplement or such post-effective
amendment as soon as practicable after the Company has received notification of
the matters to be incorporated in such filing; and


     (p)  in the case of any Shelf Registration, enter into such customary
agreements and take all such other actions in connection therewith (including
those requested by the Holders of a majority in aggregate principal amount of
the Registrable Securities covered by such Shelf Registration Statement) in
order to expedite or facilitate the disposition of such Registrable Securities
including, but not limited to, an Underwritten Offering and in such connection,
(i) to the extent possible, make such representations and warranties to such
Holders and any Underwriters of such Registrable Securities with respect to the
business of the Company and its subsidiaries, such Registration Statement, the
related Prospectus and documents incorporated by reference or deemed
incorporated by reference and related matters, in each case, in form, substance
and scope as are customarily made by issuers to underwriters in underwritten
offerings and confirm the same if and when requested, (ii) obtain opinions of
counsel to the Company (which counsel and opinions, in form, scope and
substance, shall be reasonably satisfactory to the Holders and such
Underwriters and their respective counsel) addressed to each selling Holder and
Underwriter of such Registrable Securities, covering the matters customarily
covered in opinions requested in underwritten offerings, (iii) obtain “cold
comfort” letters from the independent certified public accountants of the
Company (and, if necessary, any other certified public accountant of any
subsidiary of the Company, or of any Person or business acquired by the Company
for which financial statements and financial data are or are required to be
included or incorporated by reference in such Registration Statement or the
related Prospectus or in the documents incorporated or deemed to be
incorporated therein) addressed to each selling Holder and Underwriter of such
Registrable Securities, such letters to be in customary form and covering
matters of the type customarily covered in “cold comfort” letters in connection
with underwritten offerings, and (iv) deliver such documents and certificates
as may be reasonably requested by the Holders of a majority in principal amount
of the Registrable Securities covered


14






 




 by such Shelf Registration Statement or the Underwriters, and which are
customarily delivered in underwritten offerings to evidence the continued
validity of the representations and warranties of the Company made
pursuant to clause (i) above and to evidence compliance with any
customary conditions contained in the related underwriting agreement.


     In the case of a Shelf Registration Statement, the Company may require
each Holder of Registrable Securities that wishes to include Registrable
Securities in such Shelf Registration Statement, by written request from the
Company to such Holder, to furnish to the Company, on a form to be provided by
the Company, such information regarding such Holder and the proposed
distribution by such Holder of such Registrable Securities as the Company may
be required to include in the Shelf Registration Statement or the related
Prospectus pursuant to applicable Canadian federal, provincial or territorial
law or regulation or the Securities Act or the applicable rules and regulations
of the SEC thereunder, and the Company may exclude from such Shelf Registration
Statement the Securities of any Holders that refuse to comply with such
request.


     In the case of a Shelf Registration Statement, each Holder of Registrable
Securities covered by such Registration Statement agrees that, upon receipt of
any notice from the Company of the happening of any event of the kind described
in Section 3(e)(v) hereof or upon receipt from the Company of any Voluntary
Suspension Notice pursuant to Section 2(b) hereof, such Holder will forthwith
discontinue disposition of such Registrable Securities pursuant to such Shelf
Registration Statement until either (x) such Holder’s receipt of the copies of
the supplemented or amended Prospectus contemplated by Section 3(i) hereof or
(y) solely in the case of a Voluntary Suspension Notice, the Company shall have
notified such Holder that disposition of such Registrable Securities may be
resumed using the then current Prospectus, and, if so directed by the Company
in the case of clause (x), such Holder will deliver to the Company (at the
Company’s expense) all copies in such Holder’s possession, other than permanent
file copies then in such Holder’s possession, of the Prospectus covering such
Registrable Securities current at the time of receipt of such notice. If the
Company shall give any such notice to suspend the disposition of Registrable
Securities pursuant to any Registration Statement or otherwise to suspend the
use of the related Prospectus as provided in this Agreement, the Company shall
extend the period during which such Registration Statement shall be maintained
effective pursuant to this Agreement by the number of days during the period
from and including the date of the giving of such notice to and including the
date when the Holders of the Registrable Securities covered by such
Registration Statement shall have received copies of the supplemented or
amended Prospectus necessary to resume such dispositions or such Holders shall
have received notice that disposition of such Registrable Securities may be
resumed using the then current Prospectus, as the case may be. Anything herein
to the contrary notwithstanding, the Company will not be entitled to require
Holders to discontinue the sale or other disposition of Registrable Securities
pursuant to the Shelf Registration Statement or to suspend the use of the
related Prospectus (whether because of the happening of any event of the kind
described in Section 3(e)(v) hereof or by the giving of a Voluntary Suspension
Notice) for more than two periods (neither of which may exceed 60 consecutive
days) during any period of 365 consecutive days.


     The Holders of Registrable Securities covered by a Shelf Registration
Statement who desire to do so may sell such Registrable Securities in an
Underwritten Offering. In any such Underwritten Offering, the investment banker
or investment bankers and manager or managers


15






 




 (the “Underwriters”) that will administer the offering will be selected by
the Holders of a majority in aggregate principal amount of the Registrable
Securities covered by such Shelf Registration Statement included in such
offering.


     4.     Participation of Broker-Dealers in Exchange Offer.


     (a)  The staff of the SEC has taken the position that any broker-dealer
that receives Exchange Securities in the Exchange Offer in exchange for
Securities that were acquired by such broker-dealer for its own account as a
result of market-making or other trading activities (a “Participating
Broker-Dealer”) may be deemed to be an “underwriter” within the meaning of the
1933 Act and must deliver a prospectus meeting the requirements of the 1933 Act
in connection with any resale of such Exchange Securities.


     The Company understands that it is the position of the staff of the SEC
that if the Prospectus contained in the Exchange Offer Registration Statement
includes a plan of distribution containing a statement to the above effect and
the means by which Participating Broker-Dealers may resell the Exchange
Securities, without naming the Participating Broker-Dealers or specifying the
amount of Exchange Securities owned by them, such Prospectus may be delivered
by Participating Broker-Dealers to satisfy their prospectus delivery obligation
under the 1933 Act in connection with resales of Exchange Securities for their
own accounts, so long as the Prospectus otherwise meets the requirements of the
1933 Act.


     (b)  In light of the above, notwithstanding the other provisions of this
Agreement, the Company agrees that the provisions of this Agreement as they
relate to a Shelf Registration shall also apply to an Exchange Offer
Registration to the extent, and with such modifications thereto as may be
reasonably requested by the Representatives or by one or more Participating
Broker-Dealers, in each case as provided in clause (ii) below, in order to
expedite or facilitate the disposition of any Exchange Securities by
Participating Broker-Dealers consistent with the positions of the staff of the
SEC recited in Section 4(a) above; provided that:



		
	 	     (i) the Company shall not be required to amend or supplement
the Prospectus contained in the Exchange Offer Registration
Statement, as would otherwise be contemplated by Section 3(i), for
a period exceeding 180 days after the Expiration Date (as such
period may be extended pursuant to the penultimate paragraph of
Section 3 of this Agreement) and for a period of 180 days following
the Expiration Date (as such period may be extended pursuant to the
penultimate paragraph of Section 3 of this Agreement),
Participating Broker-Dealers shall be entitled to use and delivery
such Prospectus in connection with resales of Exchange Securities
as contemplated by this Section 4; provided that Participating
Broker-Dealers shall not be authorized by the Company to deliver
and shall not deliver such Prospectus after such period in
connection with the resales of Exchange Securities contemplated by
this Section 4; and




		
	 	     (ii) the application of the Shelf Registration procedures set
forth in Section 3 of this Agreement to an Exchange Offer
Registration, to the extent not required by the positions of the
staff of the SEC or the 1933 Act and the rules and regulations
thereunder, will be in conformity with the reasonable request to
the



16






 





		
	 	Company by the Representatives or with the reasonable request
in writing to the Company by one or more broker-dealers who
certify to the Representatives and the Company in writing
that they anticipate that they will be Participating
Broker-Dealers; and provided further that, in connection with
such application of the Shelf Registration procedures set
forth in Section 3 to an Exchange Offer Registration, the
Company shall be obligated (x) to deal only with two entities
representing the Participating Broker-Dealers, which shall be
Morgan Stanley & Co. Incorporated and J.P. Morgan Securities
Inc. unless either entity elects not to act as such
representative, (y) to pay, in addition to the Registration
Expenses otherwise payable by the Company, the fees and
disbursements of one counsel representing the Participating
Broker-Dealers, which shall be counsel to the Initial
Purchasers unless such counsel elects not to so act and (z)
to cause to be delivered only one, if any, “cold comfort” or
similar letter relating to the Company (plus only one, if
any, “cold comfort” or similar letter with respect to any
other Person or businesses whose financial statements are
included or incorporated or deemed to be incorporated by
reference in the Exchange Offer Registration Statement) with
respect to the Prospectus in the form existing on the
Expiration Date and with respect to each subsequent amendment
or supplement, if any, effected during the period specified
in clause (i) above.



     (c)  The Representatives shall have no liability to the Company or any
Holder with respect to any request that they may make pursuant to Section 4(b)
above.


     5.     Indemnification and Contribution.


     (a)  The Company agrees to indemnify and hold harmless the Initial
Purchasers, each Holder and each Person, if any, who controls any Initial
Purchaser or any Holder within the meaning of either Section 15 of the 1933 Act
or Section 20 of the 1934 Act, or is under common control with, or is
controlled by, any Initial Purchaser or any Holder, from and against all
losses, claims, damages and liabilities (including, without limitation, any
legal or other expenses reasonably incurred by any Initial Purchaser, any
Holder or any such controlling or affiliated Person in connection with
defending or investigating any such action or claim) caused by any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement (or any amendment thereto) pursuant to which any
Exchange Securities or any Registrable Securities were registered under the
1933 Act, including all documents incorporated or deemed to be incorporated
therein by reference, or in any document filed with any securities regulatory
authority of or in Canada or any province or territory thereof in connection
with any such Registration Statement (or any amendment thereto) or any document
incorporated or deemed to be incorporated by reference therein, or caused by
any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading,
or caused by any untrue statement or alleged untrue statement of a material
fact contained in any Prospectus (as amended or supplemented if the Company
shall have furnished any amendments or supplements thereto), or caused by any
omission or alleged omission to state therein a material fact necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or
omission or alleged untrue statement or omission based upon information
relating to the Initial Purchasers or any


17






 




 Holder furnished to the Company in writing through Morgan Stanley & Co.
Incorporated or J.P. Morgan Securities, Inc. or by any selling Holder,
respectively, expressly for use therein; provided, however, that the
foregoing indemnity agreement with respect to any preliminary Prospectus
relating to a Shelf Registration Statement shall not inure to the benefit
of any Holder or Participating Broker-Dealer from whom the Person
asserting any such losses, claims, damages or liabilities purchased
Securities covered by such Shelf Registration Statement, or any person
controlling such Holder or Participating Broker-Dealer, if a copy of the
final Prospectus relating to such Shelf Registration Statement (as then
amended or supplemented if the Company shall have furnished any
amendments or supplements thereto) was not sent or given by or on behalf
of such Holder or Participating Broker-Dealer, as the case may be, to
such Person, if required by law so to have been delivered, at or prior to
the written confirmation of the sale of such Securities to such Person,
and if such final Prospectus (as so amended or supplemented) would have
cured the defect giving rise to such losses, claims, damages or
liabilities, unless such failure is the result of noncompliance by the
Company with Section 2(b), 3(b), 3(e) or 3(i) or the penultimate
paragraph of Section 3 hereof, or unless such defect shall have been
cured by a document incorporated or deemed to be incorporated by
reference in such Prospectus. In connection with any Underwritten
Offering permitted by Section 3, the Company will also indemnify the
Underwriters, if any, selling brokers, dealers and similar securities
industry professionals participating in the distribution, their officers
and directors and each Person who controls any such Persons (within the
meaning of the 1933 Act or the 1934 Act) to the same extent as provided
above with respect to the indemnification of the Holders, if requested in
connection with any Registration Statement.


     (b)  Each Holder agrees, severally and not jointly, to indemnify and hold
harmless the Company, the Initial Purchasers and the other selling Holders, and
each of their respective directors, each of the officers of the Company who
sign the Registration Statement and each Person, if any, who controls the
Company, any Initial Purchaser and any other selling Holder within the meaning
of either Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same
extent as the foregoing indemnity from the Company to the Initial Purchasers
and the Holders, but only with reference to information relating to such Holder
furnished to the Company in writing by such Holder expressly for use in any
Registration Statement (or any amendment thereto) or any Prospectus (or any
amendment or supplement thereto).


     (c)  In case any proceeding (including any governmental investigation)
shall be instituted involving any Person in respect of which indemnity may be
sought pursuant to either paragraph (a) or paragraph (b) above, such Person
(the “Indemnified Party”) shall promptly notify the Person against whom such
indemnity may be sought (the “Indemnifying Party”) in writing and the
Indemnifying Party, upon request of the Indemnified Party, shall retain counsel
reasonably satisfactory to the Indemnified Party to represent the Indemnified
Party and any others the Indemnifying Party may designate in such proceeding
and shall pay the fees and disbursements of such counsel related to such
proceeding. In any such proceeding, any Indemnified Party shall have the right
to retain its own counsel, but the fees and expenses of such counsel shall be
at the expense of such Indemnified Party unless (i) the Indemnifying Party and
the Indemnified Party shall have mutually agreed to the retention of such
counsel or (ii) the named parties to any such proceeding (including any
impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is


18






 




 understood that the Indemnifying Party shall not, in connection with any
proceeding or related proceedings in the same jurisdiction, be liable for
(a) the fees and expenses of more than one separate firm (in addition to
any local counsel) for the Initial Purchasers and all Persons, if any,
who control any Initial Purchasers within the meaning of either Section
15 of the 1933 Act or Section 20 of the 1934 Act, (b) the fees and
expenses of more than one separate firm (in addition to any local
counsel) for the Company, its directors, its officers who sign the
Registration Statement and each Person, if any, who controls the Company
within the meaning of either such Section and (c) the fees and expenses
of more than one separate firm (in addition to any local counsel) for all
Holders and all Persons, if any, who control any Holders within the
meaning of either such Section, and that all such fees and expenses shall
be reimbursed as they are incurred. In such case involving the Initial
Purchasers and Persons who control the Initial Purchasers, such firm
shall be designated in writing by Morgan Stanley & Co. Incorporated and
J.P. Morgan Securities, Inc. In such case involving the Holders and such
Persons who control Holders, such firm shall be designated in writing by
the Majority Holders. In all other cases, such firm shall be designated
by the Company. The Indemnifying Party shall not be liable for any
settlement of any proceeding effected without its written consent but, if
settled with such consent or if there be a final judgment for the
plaintiff, the Indemnifying Party agrees to indemnify the Indemnified
Party from and against any loss or liability by reason of such settlement
or judgment. Notwithstanding the foregoing sentence, if at any time an
Indemnified Party shall have requested an Indemnifying Party to reimburse
the Indemnified Party for fees and expenses of counsel as contemplated by
the second and third sentences of this paragraph, the Indemnifying Party
agrees that it shall be liable for any settlement of any proceeding
effected without its written consent if (i) such settlement is entered
into more than 30 days after receipt by such Indemnifying Party of the
aforesaid request and (ii) such Indemnifying Party shall not have
reimbursed the Indemnified Party for such fees and expenses of counsel in
accordance with such request prior to the date of such settlement. No
Indemnifying Party shall, without the prior written consent of the
Indemnified Party, effect any settlement of any pending or threatened
proceeding in respect of which such Indemnified Party is or could have
been a party and indemnity could have been sought hereunder by such
Indemnified Party, unless such settlement includes an unconditional
release of such Indemnified Party from all liability on claims that are
the subject matter of such proceeding.


     (d)  If the indemnification provided for in paragraph (a) or paragraph (b)
of this Section 5 is unavailable to an Indemnified Party or insufficient in
respect of any losses, claims, damages or liabilities, then each Indemnifying
Party under such paragraph, in lieu of indemnifying such Indemnified Party
thereunder, shall contribute to the amount paid or payable by such Indemnified
Party as a result of such losses, claims, damages or liabilities in such
proportion as is appropriate to reflect the relative fault of the Indemnifying
Party or Parties on the one hand and of the Indemnified Party or Parties on the
other hand in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative fault of the Company and the Holders shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by the Company or by the
Holders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The Holders’ respective obligations to contribute
pursuant to this Section 5(d) are


19






 




 several in proportion to the respective principal amount of Registrable
Securities of such Holders that were registered pursuant to a
Registration Statement.


     (e)  The Company and each Holder agree that it would not be just or
equitable if contribution pursuant to this Section 5 were determined by pro
rata allocation or by any other method of allocation that does not take account
of the equitable considerations referred to in paragraph (d) above. The amount
paid or payable by an Indemnified Party as a result of the losses, claims,
damages and liabilities referred to in paragraph (d) above shall be deemed to
include, subject to the limitations set forth above, any legal or other
expenses reasonably incurred by such Indemnified Party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 5, no Holder shall be required to indemnify or
contribute any amount in excess of the amount by which the total price at which
Registrable Securities were sold by such Holder exceeds the amount of any
damages that such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the 1933 Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation. The remedies provided for in this
Section 5 are not exclusive and shall not limit any rights or remedies which
may otherwise be available to any Indemnified Party at law or in equity.


     (f)  The indemnity and contribution provisions contained in this Section 5
shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of
the Initial Purchasers, any Holder or any Person controlling any of the Initial
Purchasers or any Holder, or by or on behalf of the Company, its officers or
directors or any Person controlling the Company, (iii) acceptance of any of the
Exchange Securities and (iv) any sale of Registrable Securities pursuant to a
Shelf Registration Statement.


     6.     Miscellaneous.


     (a)  No Inconsistent Agreements. The Company has not entered into, and on
or after the date of this Agreement will not enter into, any agreement which is
inconsistent with the rights granted to the Holders of Registrable Securities
in this Agreement or otherwise conflicts with the provisions hereof. The rights
granted to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of the Company’s other
issued and outstanding securities under any such agreements.


     (b)  Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given unless the Company has obtained the written consent of Holders of at
least a majority in aggregate principal amount of the outstanding Registrable
Securities affected by such amendment, modification, supplement, waiver or
consent; provided, however, that no amendment, modification, supplement, waiver
or consent to any departure from the provisions of Section 5 hereof shall be
effective as against any Holder of Registrable Securities unless consented to
in writing by such Holder.


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     (c)  Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telecopier, or any courier guaranteeing overnight delivery
(i) if to a Holder, at the most current address given by such Holder to the
Company by means of a notice given in accordance with the provisions of this
Section 6(c), which address initially is, with respect to the Initial
Purchasers, c/o Morgan Stanley & Co. Incorporated, 1585 Broadway, New York, New
York 10036, Attention: Michael Fusco and J.P. Morgan Securities, Inc., 270 Park
Avenue, New York, New York 10017, Attention: Maria Sramek; and (ii) if to the
Company, initially at Placer Dome Inc., P.O. Box 49330 Bentall Station, 1055
Dunsmuir Street, Suite 1600, Vancouver, BC, Canada V7X 1P1 and thereafter at
such other address, notice of which is given in accordance with the provisions
of this Section 6(c). Notwithstanding the foregoing provisions of this
paragraph, any notices given to The Depository Trust Company (the “Depositary,”
which term includes any successor in such capacity) or its nominee, as Holder
of any Securities, may be given in accordance with the Depositary’s customary
procedures as in effect from time to time.


     All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; seven Business
Days after being deposited in the mail, postage prepaid, if mailed; when
receipt is acknowledged, if telecopied; on the next Business Day if timely
delivered to a courier providing for overnight delivery; and, in the case of
any notices or communications that are delivered to the Depositary or its
nominee electronically, upon receipt.


     Copies of all such notices, demands, or other communications shall be
concurrently delivered by the Person giving the same to the Trustee, at the
address specified in the Indenture.


     (d)  Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors, assigns and transferees of each of the
parties, including, without limitation and without the need for an express
assignment, subsequent Holders; provided that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Registrable Securities
in violation of the terms of the Purchase Agreement or the Indenture; and
provided, further, that, without limitation to the foregoing, if any Person
shall assume or otherwise succeed to the Company’s obligations under the
Indenture, the Company will, prior to or contemporaneous with such transaction,
cause such successor Person to deliver a written agreement to the
Representatives and the Trustee whereby such successor Person shall expressly
assume all of the Company’s obligations and agree to perform all of the
Company’s agreement under this Agreement. If any transferee of any Holder
shall acquire Registrable Securities, in any manner, whether by operation of
law or otherwise, such Registrable Securities shall be held subject to all of
the terms of this Agreement, and by taking and holding such Registrable
Securities such Person shall be conclusively deemed to have agreed to be bound
by and to perform all of the terms and provisions of this Agreement and such
Person shall be entitled to receive the benefits hereof. The Representatives
and the Initial Purchasers (in their respective capacities as Representatives
and Initial Purchasers) shall have no liability or obligation to the Company
with respect to any failure by a Holder to comply with, or any breach by any
Holder of, any of the obligations of such Holder under this Agreement.


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     (e)  Purchases and Sales of Securities. The Company shall not, and shall
use its reasonable best efforts to cause its affiliates (as defined in Rule 405
under the 1933 Act) not to, purchase and then resell or otherwise transfer any
Securities.


     (f)  Third Party Beneficiary. The Holders and the Initial Purchasers shall
be third party beneficiaries to the agreements made hereunder between the
Company, on the one hand, and the Representatives, on the other hand, and each
of them shall have the right to enforce such agreements directly to the extent
it deems such enforcement necessary or advisable to protect its rights or the
rights of Holders or Initial Purchasers, respectively hereunder.


     (g)  Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.


     (h)  Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.


     (i)  Governing Law. This Agreement shall be governed by the laws of the
State of New York.


     (j)  Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, then, to the maximum extent permitted by
law, the validity, legality and enforceability of any such provision in every
other respect and of the remaining provisions contained herein shall not be
affected or impaired thereby.


     (k)  The Company irrevocably (i) agrees, to the fullest extent of may
effectively do so under applicable law, that any action, suit or proceeding
against the Company brought by any Initial Purchaser or Holder or by any person
who controls any Initial Purchaser arising out of, based upon or relating to
this Agreement or any of the transactions contemplated hereby may be instituted
in any federal or state court in the State of New York, (ii) waives, to the
fullest extent it may effectively do so under applicable law, any objection
which it may now or hereafter have to the laying of venue of any such
proceeding or to the convenience of the forum and (iii) submits, to the fullest
extent it may effectively do so under applicable law, to the non-exclusive
jurisdiction of any federal or state court in the State of New York in any such
action, suit or proceeding. The Company has appointed CT Corporation System as
its authorized agent (the “Authorized Agent”, which term, as used herein,
includes any successor in such capacity) upon whom process may be served in any
such action, suit or proceeding arising out of, based on or relating to this
Agreement or any of the transactions contemplated hereby which may be
instituted in any federal or state court in the State of New York by any
Initial Purchaser or Holder or by any person who controls any Initial
Purchaser, expressly consents, to the fullest extent it may effectively do so
under applicable law, to the jurisdiction of any such court in respect of any
such action, suit or proceeding and waives, to the fullest extent it may
effectively do so under applicable law, any other requirements of or objections
to personal jurisdiction with respect thereto. Such appointment shall, to the fullest extent it may
effectively do so under applicable law, be irrevocable. The Company represents
and warrants that the Authorized Agent


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 has agreed to act as such agent for service of process and the Company
agrees, to the fullest extent it may effectively do so under applicable
law, to take any and all action, including the filing of any and all
documents and instruments and the payment of all fees, that may be
necessary to continue such appointment in full force and effect as
aforesaid for so long as any of the Securities or Exchange Securities
shall be outstanding and until the principal of, premium, if any, and
interest on, and any and all other amounts payable under or with respect
to, this Agreement, the Securities or the Exchange Securities shall have
been paid in full. The Company agrees, to the fullest extent it may
effectively do so under applicable law, that service of process upon the
Authorized Agent and written notice of such service to the Company
(mailed or delivered to its Secretary at its principal office in
Vancouver, British Columbia, Canada) shall be deemed, in every respect,
effective service of process upon the Company in any such action, suit or
proceeding.


     (l)  In respect of any judgment or order given or made against the Company
for any amount due hereunder that is expressed and paid in a currency (the
“judgment currency”) other than United States dollars, the Company will
indemnify each Person entitled to all or any portion of such payment from and
against any and all loss incurred by such Person as a result of any variation
as between (i) the rate of exchange at which the United States dollar amount is
converted into the judgment currency for the purpose of such judgment or order
and (ii) the rate of exchange at which such Person is able to purchase United
States dollars with the amount of judgment currency actually received by such
Person; provided, however, that the foregoing provisions of this sentence shall
not be applicable with respect to any judgment or order given or made against
the Company for any amount of Additional Interest which may be due hereunder,
it being understood and agreed by the Company that the provisions of Section
116 of the Indenture shall apply with respect to Additional Interests instead
of the foregoing provisions of this sentence. The Company agrees, to the
fullest extent it may effectively do so under applicable law, that the
foregoing indemnity shall constitute a separate and independent obligation of
the Company and shall continue in full force and effect notwithstanding any
such judgment or order as aforesaid. The term “rate of exchange” shall include
any premiums and costs of exchange payable in connection with the purchase of
or conversion into United States dollars.


     (m)  To the extent that the Company or any of its properties, assets or
revenues may have or may hereafter become entitled to, or have attributed to
it, any right of immunity, on the grounds of sovereignty or otherwise, from (i)
any legal action, suit or proceeding, (ii) setoff or counterclaim, (iii) the
jurisdiction of any court, (iv) service of process, (v) attachment upon or
prior to judgment, (vi) attachment in aid of execution of judgment, (vii)
execution of judgment, or (viii) other legal process or proceeding for the
giving of any relief or for the enforcement of any judgment, in any
jurisdiction in which any action, suit or proceeding may at any time be
commenced, with respect to its obligations, liabilities or any other matter
under or arising out of or in connection with this Agreement, the Company, to
the fullest extent it may effectively do so under applicable law, hereby
irrevocably and unconditionally waives, and agrees not to plead or claim, any
such immunity and consents to such relief and enforcement.


[SIGNATURE PAGE FOLLOWS]



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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.



	 	 	 	 	 
	 	 	PLACER DOME INC.
	 	 	 	 	 
	 	 	
By:
	 	/s/ Tony S. Giardini

Name: Tony S. Giardini

Title:   Treasurer
	 	 	 	 	 
	 	 	Confirmed and accepted as of
the date first above written:
	 	 	 	 	 
	 	 	MORGAN STANLEY & CO. INCORPORATED

J.P. MORGAN SECURITIES INC.
	 	 	 	
Acting severally on behalf of themselves and the several Initial
Purchasers named in the Purchase Agreement.
	 	 	 	 	 
	 	 	MORGAN STANLEY & CO. INCORPORATED
	 	 	 	 	 
	 	 	
By:
	 	/s/ Michael Fusco

Name: Michael Fusco

Title:   Executive Director
	 	 	 	 	 
	 	 	J.P. MORGAN SECURITIES INC.
	 	 	 	 	 
	 	 	
By:
	 	/s/ Maria Sramek

Name: Maria Sramek

Title:   Vice President




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