<PAGE>

                             FIFTH SUPPLEMENTAL INDENTURE


     FIFTH SUPPLEMENTAL INDENTURE, dated and effective as of June 22, 1998, by
and between Royal Oak Mines Inc., a corporation amalgamated under the laws of
Ontario, Canada (the "Company"), and Chase Manhattan Trust Company, National
Association, the successor to Mellon Bank, F.S.B., as Trustee (the "Trustee").

RECITALS OF ROYAL OAK MINES INC.

     Royal Oak Mines Inc. issued an aggregate principal amount of $175 million
of 11% Senior Subordinated Notes due 2006 and Series B 11% Senior Subordinated
Notes due 2006 (collectively, the "Notes") pursuant to an Indenture, dated as of
August 12, 1996 (as amended and supplemented by the First Supplemental Indenture
dated and effective as of December 31, 1997, the Second Supplemental Indenture
dated and effective as of January 31, 1998, the Third Supplemental Indenture
dated and effective as of May 19, 1998 and the Fourth Supplemental Indenture
dated and effective as of the date hereof (as so amended and supplemented, the
"Indenture"), by and among Royal Oak Mines Inc., the Trustee and Kemess Mines
Inc. ("Kemess").  Kemess was a Guarantor as defined in and for the purposes of
the Indenture.  On December 29, 1997, Royal Oak Mines Inc. and Kemess
amalgamated under the laws of Ontario, Canada and the surviving entity of such
amalgamation is the Company.  Unless otherwise defined herein, terms with
initial capitals shall have the meanings ascribed thereto in the Indenture.

     Section 9.02 of the Indenture provides that the Indenture may be amended or
supplemented by the Company and the Trustee, when authorized by a resolution of
the board of directors of the Company and consented to in writing by the Holders
of at least a majority in aggregate principal amount of the outstanding Notes.
The Holders of a majority in aggregate principal amount of the outstanding Notes
have provided their written consent to the amendments and supplements to the
Indenture contained in this Fifth Supplemental Indenture, and the other
conditions precedent in the Indenture to the execution hereof have been
satisfied.  Pursuant to Sections 9.02 and 9.05 of the Indenture, upon the
effective date (determined in accordance with the Indenture), which effective
date is June 22, 1998, of the amendments and supplements to the Indenture and
the agreements contained in this Fifth Supplemental Indenture, such amendments
and supplements and agreements will bind only each Holder of a Note who has
consented to this Fifth Supplemental Indenture and every subsequent Holder of a
Note or a portion of a Note that evidences the same debt as the consenting
Holder's Note.

AGREEMENT

     Each party hereto agrees as follows for the benefit of the other party and
for the equal and ratable benefit of each Holder of a Note who has consented to
the amendments and supplements to the Indenture and the agreements contained in
this Fifth Supplemental Indenture and every subsequent Holder of a Note or
portion of a Note that evidences the same debt as the consenting Holder's Note:

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                                      -2-

1.   Section 1.01 of the Indenture is hereby amended by inserting in
     alphabetical order in Section 1.01 the following definition:

          "Consenting Holder of Notes" means a Holder of a Note, including for
          purposes of the Fifth Supplemental Indenture, each holder of a
          beneficial interest therein, who has given a Consent to the amendments
          and supplements to the Indenture and the agreements contained in the
          Fifth Supplemental Indenture and every subsequent Holder of a Note or
          a portion of a Note, including the holders of beneficial interests
          therein, that evidences the same debt as such consenting Holder's
          Note, and "Consenting Holders of  Notes" means each and every
          Consenting Holder of Notes collectively.

2.   The last sentence of Section 10.11 of the Indenture is hereby deleted and
     replaced by the following:

          Nothing herein contained shall be deemed to authorize the Trustee or
          the holders of Senior Indebtedness or their Representative to
          authorize or consent to or accept or adopt on behalf of any holder any
          plan of reorganization, arrangement, adjustment or composition
          affecting the Notes or the rights of any Holder thereof.  Nothing
          herein contained shall be deemed to authorize the Trustee or the
          holders of Senior Indebtedness or their Representative to vote in
          respect of the claim of any Holder in any such proceeding except as
          hereinafter provided:

                    (a)  As long as any Obligations of the Company under the
          Senior Secured Debentures are outstanding, in the event of any
          proceedings under any Bankruptcy Law or any other applicable law
          relating to bankruptcy, insolvency, receivership or reorganization or
          relief of debtors including without limitation any such proceedings
          under the COMPANIES' CREDITORS ARRANGEMENT ACT (Canada), the
          BANKRUPTCY AND INSOLVENCY ACT (Canada) or any other applicable
          bankruptcy or insolvency legislation (a "Restructuring Proceeding"),
          each Consenting Holder of Notes will do all things and take all steps
          reasonably within its control or power to cause the Holders of Notes
          to be placed in a different class of creditors than the Senior
          Debentureholders in a Restructuring Proceeding where the members of
          such class are entitled to vote in connection with such Restructuring
          Proceeding ("a "Creditor Class").  None of the Trustee, the Collateral
          Agent or any Consenting Holder of Notes will take any steps or bring
          or participate in any proceedings whereby they assert that the Holders
          of Notes should be placed in the same Creditor Class as the Senior
          Debentureholders and, if notwithstanding the foregoing, a proposal or
          other plan of compromise, arrangement or reorganization (a "Proposed
          Plan") is submitted for acceptance or rejection to the creditors of
          the Company, and the Proposed Plan places  the claims of the Holders
          of Notes in the same Creditor Class as the Senior Debentureholders, or
          if a court determines that the Holders of Notes are to be placed in
          the same Creditor Class as the Senior Debentureholders, then in each

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                                      -3-

          such case each Consenting Holder of Notes shall and hereby allows the
          Senior Debentureholders to vote, and hereby assigns to and in favor of
          the Senior Debentureholders for the purpose of permitting the Senior
          Debentureholders to vote against and defeat any such Proposed Plan
          made to any Creditor Class of the Company of which the Senior
          Debentureholders and the Holders of the Notes are members, that
          portion of the Company's Obligations under this Indenture and the
          Notes and corresponding votes in respect thereof to which the
          Consenting Holders of Notes are otherwise entitled in such
          Restructuring Proceedings equal to the lesser of (i) all of the
          Company's Obligations under this Indenture and the Notes held by the
          Consenting Holders of Notes and the corresponding votes in respect
          thereof; and (ii) that amount of the Company's Obligations under this
          Indenture and the Notes held by the Consenting Holders of Notes and
          the corresponding votes in respect thereof which, when aggregated with
          the votes to which the Senior Debentureholders are entitled, will
          permit the Senior Debentureholders to vote against and defeat such
          Proposed Plan in such Restructuring Proceedings.
          
                    (b)  Each of the Consenting Holders of Notes hereby appoints
          each director or officer for the time being of a Senior
          Debentureholder as attorney-in-fact to do all such acts and things,
          including to execute and deliver for and in the name of the Consenting
          Holders of Notes, all documents and instruments, to give effect to the
          grant of the right to vote and the assignment of the Company's
          Obligations under this Indenture and the Notes and the corresponding
          votes in respect thereof by or on behalf of the Consenting Holders of
          Notes to the Senior Debentureholders provided for in Section 10.11(a)
          above, with full power of substitution in the premises, and the
          Consenting Holders of Notes agree to ratify and confirm all acts of
          the said attorney lawfully done in the premises pursuant to the powers
          of attorney granted pursuant hereto.  The powers of attorney granted
          hereby are powers coupled with an interest, and shall continue
          notwithstanding the insolvency, bankruptcy, dissolution or liquidation
          of any Consenting Holder of Notes, or other event by which any such
          party granting such power of attorney ceases to exist or to have
          capacity.
     
                    (c)  It is acknowledged and agreed that (i) the assignment
          provided for in Section 10.11(a) above is for voting purposes only in
          the context of a Restructuring Proceeding and (except as provided in
          Section 10.11(c)(v)) the assignment shall not otherwise affect any
          rights and entitlements of the Consenting Holders of Notes, (ii) any
          voting rights so assigned shall be deemed to be assigned back to the
          Consenting Holders of Notes immediately upon the termination of the
          circumstances (which includes for greater certainty following the
          final determination of any appeal therefrom) in which the Senior
          Debentureholders require such votes to vote against and defeat a
          Proposed Plan in a Restructuring Proceeding, (iii) the voting rights
          so assigned to the Senior Debentureholders shall only be exercised to
          allow the Senior Debentureholders to vote against and defeat a
          Proposed Plan in a Restructuring Proceeding, (iv) the assignment of
          voting rights of the Consenting Holders of Notes to the Senior

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                                      -4-

          Debentureholders provided for herein shall not affect the entitlement
          of such Consenting Holders of Notes to receive any and all
          consideration payable or paid or distributions made on the Notes as
          calculated without regard to such assignment, (v) other than the loss
          of the right of the Consenting Holders of Notes, if any, to cause a
          Proposed Plan to be approved by the members of a Creditor Class of
          which the Consenting Holders of Notes and the Senior Debentureholders
          are, or but for this Section 10.11 would be, members, nothing in this
          Section 10.11 shall prejudice any other right or entitlement of the
          Consenting Holders of Notes in their capacity as creditors of the
          Company to the treatment to which they would otherwise be entitled in
          a Restructuring Proceedings, and (vi) the provisions of this Section
          10.11 shall not apply to the Holders of Notes who are not Consenting
          Holders of Notes.
     
                    (d)  Notwithstanding anything to the contrary contained
          herein, the rights under the Indenture of Holders who have not
          consented to the Fifth Supplemental Indenture shall remain unaffected
          hereby.

3.   Section 6.09 of the Indenture is hereby amended by inserting, in the last
     sentence thereof, after the words "or the rights of any Holder thereof, or"
     the words ", except as described in Sections 10.11 and 12.11,".

4.   The last sentence of Section 12.11 of the Indenture is hereby deleted and
     replaced by the following:

          Nothing herein contained shall be deemed to authorize the Trustee or
          the holders of Guarantor Senior Indebtedness or their Representative
          to authorize or consent to or accept or adopt on behalf of any holder
          any plan of reorganization, arrangement, adjustment or composition
          affecting the Notes or the rights of any Holder thereof.  Nothing
          herein contained shall be deemed to authorize the Trustee or the
          holders of Guarantor Senior Indebtedness or their Representative to
          vote in respect of the claim of any Holder in any such proceeding
          except as hereinafter provided:

                    (a)  As long as any Obligations of the Guarantor under the
          Senior Secured Debentures are outstanding, in the event of any
          proceedings under any Bankruptcy Law or any other applicable law
          relating to bankruptcy, insolvency, receivership or reorganization or
          relief of debtors including without limitation any such proceedings
          under the COMPANIES' CREDITORS ARRANGEMENT ACT (Canada), the
          BANKRUPTCY AND INSOLVENCY ACT (Canada) or any other applicable
          bankruptcy or insolvency legislation (a "Restructuring Proceeding"),
          each Consenting Holder of Notes will do all things and take all steps
          reasonably within its control or power to cause the Holders of Notes
          to be placed in a different class of creditors than the Senior
          Debentureholders in a Restructuring Proceeding where the members of
          such class are entitled to vote in connection with such Restructuring
          Proceeding ("a "Creditor Class").  None of the Trustee, the 

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                                      -5-

          Collateral Agent or any Consenting Holder of Notes will take any steps
          or bring or participate in any proceedings whereby they assert that 
          the Holders of Notes should be placed in the same Creditor Class as 
          the Senior Debentureholders and, if notwithstanding the foregoing, a 
          proposal or other plan of compromise, arrangement or reorganization (a
          "Proposed Plan") is submitted for acceptance or rejection to the 
          creditors of the Guarantor, and the Proposed Plan places  the claims
          of the Holders of Notes in the same Creditor Class as the Senior 
          Debentureholders, or if a court determines that the Holders of Notes 
          are to be placed in the same Creditor Class as the Senior 
          Debentureholders, then in each such case each Consenting Holder of 
          Notes shall and hereby allows the Senior Debentureholders to vote, and
          hereby assigns to and in favor of the Senior Debentureholders for the 
          purpose of permitting the Senior Debentureholders to vote against and 
          defeat any such Proposed Plan made to any Creditor Class of the 
          Guarantor of which the Senior Debentureholders and the Holders of the 
          Notes are members, that portion of the Guarantor's Obligations under 
          its Guarantee of this Indenture and the Notes and corresponding votes 
          in respect thereof to which the Consenting Holders of Notes are 
          otherwise entitled in such Restructuring Proceedings equal to the 
          lesser of (i) all of the Guarantor's Obligations under its Guarantee 
          of this Indenture and the Notes held by the Consenting Holders of 
          Notes and the corresponding votes in respect thereof; and (ii) that 
          amount of the Guarantor's Obligations under its Guarantee of this 
          Indenture and the Notes held by the Consenting Holders of Notes and 
          the corresponding votes in respect thereof which, when aggregated with
          the votes to which the Senior Debentureholders are entitled, will 
          permit the Senior Debentureholders to vote against and defeat such 
          Proposed Plan in such Restructuring Proceedings.
                         
                    (b)  Each of the Consenting Holders of Notes hereby appoints
          each director or officer for the time being of a Senior
          Debentureholder as attorney-in-fact to do all such acts and things,
          including to execute and deliver for and in the name of the Consenting
          Holders of Notes, all documents and instruments, to give effect to the
          grant of the right to vote and the assignment of the Guarantor's
          Obligations under its Guarantee of this Indenture and the Notes and
          the corresponding votes in respect thereof by or on behalf of the
          Consenting Holders of Notes to the Senior Debentureholders provided
          for in Section 12.11(a) above, with full power of substitution in the
          premises, and the Consenting Holders of Notes agree to ratify and
          confirm all acts of the said attorney lawfully done in the premises
          pursuant to the powers of attorney granted pursuant hereto.  The
          powers of attorney granted hereby are powers coupled with an interest,
          and shall continue notwithstanding the insolvency, bankruptcy,
          dissolution or liquidation of any Consenting Holder of Notes, or other
          event by which any such party granting such power of attorney ceases
          to exist or to have capacity.
     
                    (c)  It is acknowledged and agreed that (i) the assignment
          provided for in Section 12.11(a) above is for voting purposes only in
          the context of a Restructuring Proceeding and (except as provided in
          Section 12.11(c)(v)) the 

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                                      -6-

          assignment shall not otherwise affect any rights and entitlements 
          of the Consenting Holders of Notes, (ii) any voting rights so assigned
          shall be deemed to be assigned back to the Consenting Holders of Notes
          immediately upon the termination of the circumstances (which includes
          for greater certainty following the final determination of any appeal
          therefrom) in which the Senior Debentureholders require such votes to 
          vote against and defeat a Proposed Plan in a Restructuring Proceeding,
          (iii) the voting rights so assigned to the Senior Debentureholders 
          shall only be exercised to allow the Senior Debentureholders to vote 
          against and defeat a Proposed Plan in a Restructuring Proceeding, (iv)
          the assignment of voting rights of the Consenting Holders of Notes to 
          the Senior Debentureholders provided for herein shall not affect the 
          entitlement of such Consenting Holders of Notes to receive any and all
          consideration payable or paid or distributions made on the Notes as 
          calculated without regard to such assignment, (v) other than the loss
          of the right of the Consenting Holders of Notes, if any, to cause a 
          Proposed Plan to be approved by the members of a Creditor Class of 
          which the Consenting Holders of Notes and the Senior Debentureholders
          are, or but for this Section 12.11 would be, members, nothing in this
          Section 12.11 shall prejudice any other right or entitlement of the
          Consenting Holders of Notes in their capacity as creditors of the 
          Guarantor to the treatment to which they would otherwise be entitled 
          in a Restructuring Proceedings, and (vi) the provisions of this 
          Section 12.11 shall not apply to the Holders of Notes who are not 
          Consenting Holders of Notes.
               
                    (d)  Notwithstanding anything to the contrary contained
          herein, the rights under the Indenture of Holders who have not
          consented to the Fifth Supplemental Indenture shall remain unaffected
          hereby.

5.   Each Consenting Holder of Notes authorizes, directs and ratifies the
     inclusion of the provisions of paragraphs 2 and 4 hereof, or words of like
     effect and substance, into the Inter-Creditor Agreement and agrees to be
     subject to and bound by all of the provisions of the Inter-Creditor
     Agreement as if an original signatory thereto.

     By its execution and delivery of the Consents to the Trustee, each
     Consenting Holder of Notes agrees with the Senior Debentureholders that the
     provisions of this Fifth Supplemental Indenture constitute legal, valid and
     binding obligations of the Consenting Holder of Notes in favour of the
     Senior Debentureholders which are enforceable by the Senior
     Debentureholders against each Consenting Holder of Notes in accordance with
     their terms.  The Senior Debentureholders may rely upon the statements,
     acknowledgements, covenants and agreements of each Consenting Holder of
     Notes made or given pursuant to this Fifth Supplemental Indenture and may
     pursue and enforce any and all remedies resulting from any non-compliance
     therewith or breach thereof notwithstanding that the Senior
     Debentureholders are not signatories to this Fifth Supplemental Indenture.
     The Consenting Holders of Notes, by their consents to this Fifth
     Supplemental Indenture, hereby acknowledge and confirm for the benefit of
     the Senior Debentureholders the provisions of Section 3.5(A) of the 
     Inter-Creditor Agreement.  The 

<PAGE>
                                   -7-

     provisions of this Fifth Supplemental Indenture shall be binding on a 
     Person only for so long as such Person is a Holder or Beneficial 
     Holder of the Notes and once the Note or part of the Note is 
     transferred to a subsequent Holder or Beneficial Holder, such prior 
     Holder or Beneficial Holder shall no longer be liable other than for 
     its non-compliance with or breach of the provisions of the Fifth 
     Supplemental Indenture committed while it was a Holder or Beneficial 
     Holder thereof. Notwithstanding anything to the contrary contained 
     herein, the Trustee shall have no duty to the Senior Debentureholders 
     or their successors and assigns to enforce or perform any obligations 
     of the Consenting Holders of Notes under the provisions of this Fifth 
     Supplemental Indenture or under Section 3.5 of the Inter-Creditor 
     Agreement.

6.   The Indenture is hereby amended in every respect to the extent necessary to
     give effect to all sections of this Fifth Supplemental Indenture and
     conform the Indenture thereto.

7.   The Fifth Supplemental Indenture is entered into, and the amendments and
     supplements contained herein are made, pursuant to the provisions of
     Section 9.02 and 9.05 of the Indenture with the written consent of the
     Holders of a majority of the principal amount of Notes outstanding under
     the Indenture.  On or prior to the Fourth Supplemental Closing Date (as
     defined in the Indenture) the Company shall deliver to the Trustee an
     Officer's Certificate and an Opinion of Counsel pursuant to Section 7.02 of
     the Indenture, in each case stating the matters required to be stated
     therein pursuant to Sections 9.07, 13.04 and 13.05 of the Indenture and to
     the effect that all conditions precedent to be performed by the Company
     provided for in the Indenture relating to this Fifth Supplemental Indenture
     have been complied with including, without limitation, the closing of each
     of the transactions described in the definition of "Fourth Supplemental
     Closing Date" in the Indenture and including such other matters as the
     Trustee may reasonably require; whereupon, pursuant to Section 9.02 and
     9.05 of the Indenture, this Fifth Supplemental shall be binding only upon
     each Holder of a Note who has consented to the amendments and supplements
     to the Indenture and the agreements contained in this Fifth Supplemental
     Indenture and every subsequent Holder of a Note or a portion of a Note that
     evidences the same debt as the consenting Holder's Note.

8.   The Company hereby represents and warrants that:

     (a)  The execution, delivery and performance by the Company of this Fifth
          Supplemental Indenture have been duly authorized by all necessary
          corporate action on the part of the Company; and this Fifth
          Supplemental Indenture has been duly executed and delivered by the
          Company and constitutes a valid and binding obligation of the Company,
          enforceable against the Company in accordance with its terms, subject
          to bankruptcy, insolvency, fraudulent transfer, reorganization,
          moratorium and similar laws of general applicability now or
          hereinafter in effect relating to or affecting creditors' rights and
          to general equity principles.

<PAGE>
                                   -8-

     (b)  The execution, delivery and performance by the Company of this Fifth
          Supplemental Indenture does not and will not (i) conflict with or
          result in a breach of the terms, conditions or provisions of, (ii)
          constitute a default under, (iii) give any Person the right to
          accelerate any obligation under, or (iv) result in a violation of, (x)
          the constituent documents of the Company, (y) any law, statute, rule,
          regulation, instrument, order, judgment or decree to which the Company
          is subject, including without limitation, any federal or state
          securities laws or comparable laws of any Governmental Body or (z) any
          agreement, note, mortgage, indenture, arrangement or other obligation
          to which the Company is a party or by which it is bound.

     (c)  On or prior to the Fourth Supplemental Closing Date, the Company shall
          deliver to the Trustee, for the benefit of the Holders of the Notes,
          an Opinion of Counsel, stating the matters required to be stated in an
          Opinion of Counsel pursuant to Section 13.05 of the Indenture and to
          the effect set forth in subsections (a) and (b) above (and in giving
          such opinion, Counsel may rely on an Officer's Certificate as to the
          matters set forth in clause (z) of subsection (b) above) and to the
          effect that the Indenture and this Fifth Supplemental Indenture
          (including provisions hereof included in the Inter-Creditor Agreement)
          comply with the TIA (as defined in the Indenture) as in effect on the
          date hereof.

9.   For the purposes of this Fifth Supplemental Indenture, the Company hereby
     affirms its duty to indemnify and hold the Trustee harmless pursuant to
     Section 7.07 of the Indenture.  Nothing herein shall be read or interpreted
     to limit or otherwise adversely affect the Trustee's rights, protections
     and immunities under the Indenture, as amended and supplemented from time
     to time.  In furtherance and not in limitation of any provision of this
     Indenture, the Trustee, the Collateral Agent, their agents, employees,
     stockholders, directors, officers and attorneys make no representations or
     warranties and shall not be responsible for any recital, statement,
     representation or warranty (which shall in all cases be taken as recitals,
     statements, representations and warranties of the Company or the Consenting
     Holders of Notes, as applicable), in this Fifth Supplemental Indenture or
     the Inter-Creditor Agreement (except as otherwise expressly provided in the
     Inter-Creditor Agreement), any solicitation of consents by the Company of
     Holders to this Fifth Supplemental Indenture or the Inter-Creditor
     Agreement, or for any disclosure materials provided to any Person in
     connection therewith or in connection with the incurrence of any
     Indebtedness or for the compliance by the Company with any of the
     provisions of the Indenture, including without limitation, section 4.07 of
     the Indenture, or with any federal or state securities laws or any
     comparable laws of any Governmental Body, or for the validity, sufficiency,
     effectiveness, adequacy or priority, as applicable, of this Fifth
     Supplemental Indenture, the Inter-Creditor Agreement (except as otherwise
     expressly provided in Section 8.1 of the Inter-Creditor Agreement) and the
     security granted or purported to be granted thereunder or any other
     instrument involved in this transaction, or for the validity of the
     execution by the Company of any such documents, instruments or agreements. 
     The Company hereby affirms its duty to indemnity and hold 

<PAGE>
                                   -9-

     the Trustee, the Collateral Agent and their agents, employees, 
     stockholders, directors and officers harmless pursuant to Section 7.07 
     of the Indenture.

10.  The Holders, by their consents to this Fifth Supplemental Indenture, hereby
     authorize the Trustee to exercise the standard of care in entering into
     this Fifth Supplemental Indenture as described in Section 7.01(b) (but not
     7.01(a)) of the Indenture and hereby acknowledge and confirm that the
     Trustee has made no statements, representations or warranties to any Holder
     in connection with the solicitation of such Holder's consent, that the
     Trustee has relied hereunder upon the authorization and directions of the
     Holders contained herein and in their consents and upon Officer's
     Certificates and Opinions of Counsel delivered to the Trustee, that the
     Holders who have consented have had the opportunity to request such
     information from the Company and other sources as they have considered
     material to such consent and have been, or have had the opportunity to have
     been, represented by counsel and/or financial advisors in negotiating the
     terms of this Fifth Supplemental Indenture and the Inter-Creditor
     Agreement, and that it is not the intention of such Holders that the
     Trustee shall incur financial or other risk or liability as a result of
     entering into this Fifth Supplemental Indenture or the Inter-Creditor
     Agreement at the request and direction of the Holders. In furtherance and
     not in limitation hereof, the terms of Article Seven of the Indenture are
     hereby affirmed with respect to the Indenture and the Inter-Creditor
     Agreement.  The Trustee shall have no duty or responsibility to any Persons
     under the Consents given by any Holder in respect of this Fifth
     Supplemental Indenture.

   IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental
Indenture to be duly executed and effective all as of the date first written
above.


                                             ROYAL OAK MINES INC.

                                             By: /s/ James H. Wood
                                                ----------------------------
                                                Name: James H. Wood
                                                Title: C.F.O.
                                             

                                             CHASE MANHATTAN TRUST COMPANY,
                                             NATIONAL ASSOCIATION, AS TRUSTEE
     
                                             
                                             By: /s/ Cheryl McDonald
                                                ----------------------------
                                                Name:  Cheryl McDonald
                                                Title:  Authorized Signatory