<PAGE>
                            FOURTH SUPPLEMENTAL INDENTURE

     FOURTH 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, and the Second Supplemental
Indenture dated and effective as of January 31, 1998, and the Third Supplemental
Indenture dated and effective as of May 19, 1998) (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 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 contained in
this Fourth Supplemental Indenture. Pursuant to Sections 9.02 and 9.05 of the
Indenture, upon the effective date (determined in accordance with the Indenture)
of the amendments and supplements to the Indenture contained in this Fourth
Supplemental Indenture, the Indenture as supplemented and amended by the Fourth
Supplemental Indenture will bind every Holder.

AGREEMENT

     Each party hereto agrees as follows for the benefit of the other party and
for the equal and ratable benefit of the holders of the Notes:

1.   The second preamble paragraph to the Indenture is hereby amended by
     deleting the words "Series B 11% Senior Subordinated Notes due 2006" (the
     "Exchange Notes") and substituting therefor in the preamble to the
     Indenture the words "Series B Secured 12.75% Senior Subordinated Notes due
     2006".

2.   The title to each of the Exchange Notes is hereby changed to "Secured
     12.75% Senior Subordinated Notes due 2006". Each issued and outstanding
     Note and the form of Notes

<PAGE>

                                          -2-

     annexed to the Indenture as Exhibit B are hereby amended accordingly. 
     The Exchange Notes are the only Notes outstanding under the Indenture.

3.   The interest rate payable on the Notes shall increase by 175 basis points
     to 12.75% per annum effective on and after May 30, 1998. Each issued and
     outstanding Note and the form of Notes annexed to the Indenture as Exhibit
     B are hereby amended accordingly. No exchange of the Notes is necessary to
     effect the amendments of the Notes hereunder.

4.   Section 1.01 is hereby amended by deleting in their entirety the
     definitions of "Asset Sale", "Bankruptcy Law", "Commodity Agreement",
     "Custodian" "Kemess South" and "Senior Secured Debentures" contained in
     that section and by inserting in alphabetical order in Section 1.01 the
     following definitions:

     "Acceptance Notice" has the meaning attributed thereto in Section 5.1 of
     the Inter-Creditor Agreement."

     "Amalgamation" has the meaning attributed thereto in Section 5.01."

     "APM" means Arctic Precious Metals, Inc., a Nevada corporation."

     "Applicable Law" means, in respect of any Person, property, transaction or
     event, all applicable laws, statutes, rules, by-laws and regulations, and
     all applicable official written directives, orders, judgements and decrees
     of Governmental Bodies."

     "Asset Sale" means any direct or indirect sale, issuance, conveyance,
     transfer, lease, assignment or other transfer by the Company or by any of
     its Restricted Subsidiaries (including any Sale and Leaseback Transaction)
     to any Person other than to the Company or to a direct or indirect wholly
     owned Restricted Subsidiary of the Company of (i) any Capital Stock of any
     Restricted Subsidiary of the Company or (ii) any other property or assets
     of the Company or of any Restricted Subsidiary of the Company, other than
     with respect to this clause (ii) any disposition of mineral products in the
     ordinary course of business.

     "Bankruptcy Law" means the United States Federal Bankruptcy Code of 1978,
     as amended from time to time, state or foreign law for the relief of
     debtors and any other applicable insolvency or other similar laws of any
     jurisdiction including, without limitation, any law of any jurisdiction
     permitting a debtor to obtain a stay or a compromise of the claims of its
     creditors against it or any laws of any jurisdiction permitting a creditor
     or officer of the court to enforce rights or remedies against the property,
     assets and undertaking of a debtor by contract or at law, including,
     without limitation, a court ordered or contractual appointment of a
     Custodian."

     "Beneficial Holders" has the meaning attributed thereto in Section 6.12."

<PAGE>

                                          -3-

     "Collateral" means the property, assets and undertaking of the Company
     (other than the Excluded Assets) and its Restricted Subsidiaries charged or
     in which the Trustee or the Collateral Agent is granted a Lien pursuant to
     the Security Documents and all replacements, substitutions and additions
     thereto and all income, gains and distributions thereon and proceeds
     thereof, of whatsoever nature and kind."

     "Collateral Agent" means initially CIBC-Mellon Trust Company, a Canadian
     trust company, chartered under the LOAN AND TRUST COMPANIES ACT (Canada)
     its successors and assigns, and any other Person appointed from time to
     time as collateral agent hereunder, provided, that for the purposes of the
     Inter-Creditor Agreement, the Trustee may be required to therein act as the
     "U.S. Collateral Agent" to the extent it holds Collateral and in such
     capacity shall be considered a "Collateral Agent" hereunder."

     "Commodity Agreement" of any Person means any option or futures contract or
     similar agreement or arrangement and all payments which become due and
     payable upon termination thereof or of any transaction thereunder and
     includes any contract for the sale of copper concentrate."

     "Company Purchase Offer" has the meaning attributed thereto in Section
     4A.06."

     "Consents" means the form of Consent To Fourth and Fifth Supplemental
     Indentures, Inter-Creditor Agreement, Security Documents and Waiver
     requested of the Holders in connection with the transactions contemplated
     in the Fourth Supplemental Indenture, the Fifth Supplemental Indenture and
     the Letter Agreement (as defined herein)." 

     "Custodian" means any receiver, manager, receiver/manager, interim
     receiver, agent, liquidator, trustee, assignee or similar person or
     representative under any Bankruptcy Law and whether appointed by a court or
     otherwise."

     "Eligible Holders" and "Eligible Holder" has the meanings attributed
     thereto in Section 6.12."

     "Excluded Assets" means the Windy Craggy Property."

     "Existing Hedging Indebtedness" means the present and future debts,
     liabilities and obligations of the Company or its affiliates to Bankers
     Trust Company, The Bank of Nova Scotia and Macquarie Bank Limited and their
     respective affiliates, successors or assigns pursuant to or in any way
     related to Commodity Agreements, Interest Swap Obligations, Foreign
     Exchange Obligations or Currency Agreements, whether matured or unmatured,
     originally entered into by the Company or its affiliates on or prior to the
     date hereof (in this definition "Contracts"), and the present and future
     debts, liabilities and obligations of the Company or its affiliates to
     Bankers Trust Company, The Bank of Nova Scotia and Macquarie Bank Limited
     or their respective affiliates, successors and assigns pursuant to or in
     any way related to instruments or agreement entered into after the date
     hereof, where such instruments or agreements are entered into to replace,
     amend, extend the

<PAGE>

                                        -4-

     maturity of or rollover Contracts (including such as previously replaced,
     amended, extended or rolled over), or otherwise to extend or reschedule
     payments due thereunder."

     "Final Deposit Time" has the meaning attributed thereto in Section 6.13."

     "Fourth Supplemental Closing Date" means the date on which the Trustee
     receives an Officer's Certificate certifying that all of the following have
     occurred, subject to any applicable escrow conditions: (i) the closing of
     the issuance and sale of the Senior Secured Debentures; (ii) the execution,
     delivery and registration or filing of the Security Documents and execution
     and delivery of the Inter-Creditor Agreement as each is contemplated in
     this Fourth Supplemental Indenture; and (iii) the completion of the
     issuance of shares and payments contemplated in paragraphs 1 and 8 of the
     letter agreement, dated May 15, 1998 (the "Letter Agreement"), between the
     Company and the Proposing Noteholders (as defined in the said letter
     agreement)."

     "Governmental Body" means any government, parliament, legislature, or any
     regulatory, authority, agency, commission or board of any government,
     parliament or legislature, or any court or (without limitation to the
     foregoing) any other law, regulation or rule-making entity (including,
     without limitation, any central bank, fiscal or monetary authority or
     authority regulating banks), having jurisdiction in the relevant
     circumstances, or any Person acting under the authority of any of the
     foregoing (including, without limitation, any arbitrator)."

     "Hazardous Substance" includes but is not limited to any contaminants,
     pollutants, dangerous substances, liquid wastes, industrial wastes, toxic
     substances, hazardous wastes, hazardous materials of whatsoever nature or
     kind or any other hazardous substance within the meaning of any Applicable
     Law including without limitation the HAZARDOUS PRODUCTS ACT (Canada), the
     CANADIAN ENVIRONMENTAL PROTECTION ACT (Canada), the ENVIRONMENTAL
     PROTECTION ACT (Ontario) and the WASTE MANAGEMENT ACT (B.C.)."

     "In Agreed Form" means, with respect to any document to be delivered by the
     Company or any Restricted Subsidiary to the Trustee under or pursuant to
     this Fourth Supplemental Indenture, the receipt by the Trustee of an
     Officer's Certificate and Opinion of Counsel, upon each of which the 
     Trustee may conclusively rely, to the effect that: (i) such document is in
     substantially the same form and substance as any comparable document
     previously delivered or to be delivered contemporaneously by the Company or
     such Restricted Subsidiary to the Senior Debentureholders (other than as it
     pertains to the priority of a Lien), such document is authorized or
     permitted by the Indenture and that the form and substance of such document
     complies with all of the terms of this Indenture; or (ii) if no such
     comparable document has or is to be delivered by the Company or such
     Restricted Subsidiary to the Senior Debentureholders, the form and
     substance of such document is authorized or permitted by this Indenture and
     the form and substance of such document complies with all of the terms of
     this Indenture."

<PAGE>

                                        -5-

     "Initial Deposit Time" has the meaning attributed thereto in Section 6.13."

     "Inter-Creditor Agreement" means the inter-creditor agreement incorporated
     herein by reference, to be dated and effective as of the Fourth
     Supplemental Closing Date among Trilon, Northgate Exploration Limited, the
     Trustee, the Collateral Agent, APM and the Company, which agreement shall
     be in the form annexed as Exhibit E hereto, as amended or supplemented from
     time to time in accordance with this Indenture."

     "Kemess Mine" means the Kemess North Property and Kemess South Mine."

     "Kemess Newco" means the wholly owned Restricted Subsidiary of the Company
     into which, at the request of the Senior Debentureholders, the Company will
     transfer ownership of the Kemess Mine and related assets."

     "Kemess Newco Guarantee and Assumption" means the guarantee and assumption
     agreement to be given by Kemess Newco, in compliance with Sections 4.20 and
     4.21 of the Indenture and In Agreed Form, to the Trustee for the benefit of
     the Holders of the Notes, of the Company's obligations under the
     Indenture."

     "Kemess Newco Liens" means the present and future fixed and floating Liens
     to be granted by Kemess Newco to the Trustee or the Collateral Agent in all
     of its property, assets and undertaking, including the Kemess Mine and
     related assets, which Lien will be In Agreed Form and will secure the
     payment and performance by Kemess Newco of its obligations under the Kemess
     Newco Guarantee and Assumption."

     "Kemess North Property" means all present and future property, assets and
     undertaking comprising or relating to what is generally referred to as the
     Kemess North property in British Columbia, Canada, including, without
     limitation all mineral claims and leases referred to in Exhibit F hereto,
     all buildings, equipment, fixtures and other property and assets owned or
     leased by the Company (or in which the Company otherwise has an interest)
     situated or used at the Kemess North Property site, all operations,
     exploration and other activities carried on at such site and all permits,
     authorizations, licenses and similar approvals relating thereto."

     "Kemess South Mine" means all present and future property, assets and
     undertaking comprising or relating to what is generally referred to as the
     Kemess South property in British Columbia, Canada, including, without
     limitation, all mineral claims and leases referred to in Exhibit G hereto,
     all buildings, equipment, fixtures and other property and assets owned or
     leased by the Company (or in which the Company otherwise has an interest)
     situated or used at the Kemess South Mine site, all operations, exploration
     and other activities carried on at such site and all permits,
     authorizations, licenses and similar approvals relating thereto."

     "Kemess South Resources Limited Partnership" means the limited partnership
     by that name formed under the laws of the Province of British Columbia, and
     its successors and assigns."

<PAGE>

                                        -6-

"Nighthawk Lake Mine" means the property covering approximately 11,726 acres
representing 254 claims in both Cody and Macklem Townships, Ontario, with most
of the property held outright by the Company as staked mineral claims and the
remaining property held through various agreements and subsidiary companies."

"Noteholder Liens" means the present and future Liens held by the Trustee, or a
Collateral Agent, to secure payment and performance of the obligations of the
Company and its Restricted Subsidiaries under the Indenture, the Notes and the
Security Documents."

"Pamour Mine" means the property (exclusive of the Hoyle properties) located in
Whitney Township approximately 15 miles east of Timmins, Ontario which consists
of 38 patented mining claims and one license of occupation covering
approximately 1,531 acres of mining and surface rights."

"Purchase Event" has the meaning attributed thereto in Section 5.1 of the 
Inter-Creditor Agreement."

"Purchase Event Price" has the meaning attributed thereto in Section 6.13."

"Purchase Event Record Date" means the Business Day following the date on which
the Trustee publishes a notice on Bloomberg in accordance with Section 4.06(f)."

"Royalty Agreement" means an agreement between the Company and Trilon to be
dated and effective as of the Fourth Supplemental Closing Date, as such royalty
agreement is amended or supplemented from time to time."

"Royalty Debenture" means the debenture granted by the Company to Trilon to
secure the Obligations of the Company under the Royalty Agreement, as amended or
supplemented from time to time."

"Royalty Interest" means a royalty interest in gross revenues of the Kemess Mine
granted by the Company to Trilon in accordance with the Royalty Agreement."

"Sale and Leaseback Transaction" means, in respect of any Person, any direct or
indirect sale, issuance, conveyance, transfer, lease, assignment or other
transfer of any property or assets of such Person to any other Person following
which such other Person leases back to such Person such property or assets."

"Securities Purchase Agreement" means an agreement between the Company and
Trilon made the 17th day of April, 1998, as amended or supplemented from time to
time."

"Security Documents" means, collectively, the agreements, instruments and
documents delivered from time to time to the Trustee or any Collateral Agent by
the Company, Kemess Newco and APM, and any other Restricted Subsidiary, for the
purpose of creating, perfecting, preserving or protecting the Liens in favor of
the Trustee or the

<PAGE>

                                        -7-

Collateral Agent for the benefit of the Holders, which secure the payment and
performance by the Company and its Restricted Subsidiaries of their respective
obligations under the Indenture and the Notes and such Security Documents and
including any guarantees thereof. The Security Documents as of the date hereof
are described in Exhibit H hereto.

"Senior Debentureholders" means the holders from time to time of the Senior
Secured Debentures."

"Senior Debentures Security" means the present or future Permitted Liens held by
the Senior Debenture holders to secure the obligations of the Company under or
in respect of the Senior Secured Debentures, the Documents (as defined in the
Senior Secured Debentures) and the Securities Purchase Agreement and including
any guarantees thereof."

"Senior Secured Debentures" means the Series A Senior Secured Debenture and the
Series B Senior Secured Debenture in the aggregate principal amount not to
exceed US$120 million to be issued to Trilon and Northgate Exploration Limited,
pursuant to the terms of the Securities Purchase Agreement and includes without
limitation (i) any amendment or supplement thereto from time to time and (ii)
each Refinancing thereof from time to time with Trilon, Northgate Exploration
Limited or any other Persons."

"Senior Secured Parties" means collectively the holders of Permitted Liens
described in clauses (i), (ii), (iii), (vii), (xii) and (xiii) of the definition
of Permitted Liens on the property, assets or undertaking of the Company or any
Restricted Subsidiary, including, without limitation, Kemess Newco and their
respective successors and assigns."

"Subscribing Eligible Holder" has the meaning attributed thereto in Section
6.13."

"Trilon" means Trilon Financial Corporation, its successors and assigns."

"Windy Craggy Property" means the mineral claims in and around Windy Craggy
Mountain in the Tatshenshini/Alesk region of northwestern British Columbia."

"Working Capital Facility" means (i) a working capital facility in a principal
amount not to exceed US$45 million or (ii) a working capital facility in excess
of US$45 million, provided that the lenders thereof execute and deliver an
inter-creditor agreement In Agreed Form in favor of the Trustee and any
Collateral Agent that provides to the Holders at least the same rights and
benefits as set out in Section 5.1 of the Inter-Creditor Agreement, as amended
or supplemented from time to time, and in respect of which the Trustee has
received, at the expense of the Company, a favorable opinion from an Independent
Financial Advisor that the working capital facility is on conventional market
terms, in each case in compliance with Section 4.12 of this Indenture, and any
Refinancing thereof from time to time."

<PAGE>

                                        -8-

5.   The definitions of "Foreign Exchange Contracts", "Currency Agreements" and
     "Interest Swap Obligations" in Section 1.01 are hereby amended by deleting
     the period and adding the following words, at the end of each of those 
     definitions:

           "and all payments which become due and payable upon termination 
           thereof or of any transaction thereunder."

6.   Clause (vii) of the definition of "Indebtedness" in Section 1.01 is hereby
     deleted and replaced by the following:

           "(vii) comprising net liabilities under Interest Swap Obligations, 
           Foreign Exchange Obligations, Currency Agreements and Commodity 
           Agreements;"

7.   The definition of "Mining Related Assets Investment" in Section 1.01 is
     hereby amended by adding the following words, at the end of the definition:

           "and including payment of accounts payable incurred in connection 
           with the making of any such Investment or capital expenditures."

8.   The definition of "Permitted Liens" in Section 1.01 is hereby deleted in
     its entirety and replaced with the following:

     "Permitted Liens" means:

     (i)    Liens on the property, assets or undertaking of the Company or of a 
            Restricted Subsidiary that, in each case, secure Senior Indebtedness
            of the Company or such Restricted Subsidiary permitted under 
            paragraph (b) of section 4.12;

     (ii)   Liens on the property, assets or undertaking of the Company or of a 
            Restricted Subsidiary that, in each case, secure Indebtedness 
            permitted under clause (v) of the definition of Permitted 
            Indebtedness contained in section 4.12;

     (iii)  Liens on the property, assets or undertaking of the Company or of a
            Restricted Subsidiary that, in each case, secure Indebtedness 
            permitted under clause (vii) of the definition of Permitted 
            Indebtedness contained in section 4.12;

     (iv)   Liens securing Indebtedness of a Person existing at the time that 
            such Person is merged into or consolidated with the Company or 
            Restricted Subsidiary, provided that such Liens were in existence 
            prior to the completion of such merger or consolidation and do not 
            extend to any assets other than those of such Person;

<PAGE>

                                        -9-

    (v)    Liens on property acquired by the Company or a Restricted 
           Subsidiary, provided that such Liens were in existence prior to 
           the contemplation of such acquisition and do not extend to 
           any other property;

    (vi)   Liens on the property, assets or undertaking of the Company that,
           in each case, secure the royalty payments to be made by the 
           Company or a Restricted Subsidiary to Kemess South Resources 
           Limited Partnership or, upon dissolution to the partners 
           thereof, in respect of copper extracted and processed from 
           the Kemess South property;

    (vii)  (a) Liens on the property, assets or undertaking of the Company or 
           a Restricted Subsidiary that secure Indebtedness of not more than 
           US$60 million in aggregate principal amount at any time under 
           Existing Hedging Indebtedness, Currency Agreements, Interest Swap 
           Obligations, Foreign Exchange Obligations and Commodity 
           Agreements; and (b) Liens on the property, assets or undertaking 
           of the Company that, in each case, secure Capitalized Lease 
           Obligations or Purchase Money Obligations, in each case to the 
           extent that such Indebtedness is Permitted Indebtedness under 
           this Indenture;

    (viii) (a) Liens in favor of the Company or any direct or indirect 
           wholly owned Restricted Subsidiary; and (b) Liens to secure 
           Indebtedness permitted under clause (xiv) of the definition of 
           Permitted Indebtedness;

    (ix)   Liens incurred, or pledges and deposits in connection with, 
           workers' compensation, unemployment insurance and other social 
           security benefits, and leases, appeal bonds and other obligations 
           of like nature incurred by the Company or any Restricted 
           Subsidiary in the ordinary course of business;

    (x)    Liens imposed by law, including, without limitation, mechanics', 
           carriers' warehousemen's, materialmen's, suppliers' and vendors' 
           Liens, incurred by the Company or any Restricted Subsidiary in 
           the ordinary course of business;

    (xi)   Liens for AD VALOREM, income or property taxes or assessments and 
           similar charges which either are not delinquent or are being 
           contested in good faith by appropriate proceedings for which the 
           Company has set aside on its books reserves to the extent 
           required by GAAP;

    (xii)  Liens on the property, assets or undertaking of the Company that, 
           in each case, secure the Obligations of the Company under the 
           Royalty Agreement, including pursuant to the Royalty Debenture;

    (xiii) Liens on the property, assets or undertaking of any Restricted 
           Subsidiary, including, without limitation, Kemess Newco, that 
           secure Indebtedness 

<PAGE>

                                        -10-

            under guarantees or assumptions of Indebtedness described in 
            clause (xiii) of the definition of "Permitted Indebtedness" 
            contained in Section 4.12, provided that in respect of 
            Indebtedness referred to in clauses (ii), (iii) and (iv) of the 
            definition of "Permitted Indebtedness" as referred to in clause 
            (xiii), such Liens shall be permitted only to the extent they 
            comply with the provisions of clause (vii)(a) of the definition 
            of "Permitted Lien";

    (xiv)   Liens granted by the Company and its Restricted Subsidiaries to 
            the Trustee or any Collateral Agent pursuant to the terms hereof, 
            provided that in respect of Indebtedness referred to in clauses 
            (ii), (iii) and (iv) of the definition of "Permitted 
            Indebtedness" as referred to in clause (xiv), such Liens shall be 
            permitted only to the extent that they, in the aggregate, secured 
            Indebtedness of not more than US$60 million under the guarantees 
            described in such clause (xiv);

    (xv)    rights reserved to or vested in any government or governmental 
            body by the terms of any lease, licence, franchise, grant or 
            permit, or by any statutory provision, to terminate the same, to 
            take action which results in an expropriation, to designate a 
            purchase of any property subject thereto or to require annual or 
            other payments as a condition to the continuance thereof;

    (xvi)   zoning restrictions, easements, rights of way, leases or other 
            similar encumbrances or privileges in respect of real property 
            which in the aggregate do not materially impair the use of such 
            property by the Company or any Restricted Subsidiary in the 
            operation of its business;

    (xvii)  security given by the Company or a Restricted Subsidiary to a 
            public utility or any governmental body, when required by such 
            utility or governmental body in connection with the operations of 
            the Company or such Restricted Subsidiary in the ordinary course 
            of its business, which singly or in the aggregate do not 
            materially detract from the value of the asset concerned or 
            materially impair its use in the operation of the business of the 
            Company or such Restricted Subsidiary;

    (xviii) the reservation in any original grants from any Governmental Body 
            of any land or interest therein and statutory exceptions to 
            title; and

    (xix)   title defects or irregularities which are of a minor nature and 
            which do not materially detract from the value of the assets of 
            the Company or its Restricted Subsidiaries encumbered thereby.

9.   The definition of "Refinancing Indebtedness" in Section 1.01 of the
     Indenture is hereby amended by deleting the words in brackets in the 
     third and fourth lines and substituting therefor the following words:

            "(other than pursuant to clauses (v), (vi), (vii), (viii), (ix), 
            (xii), (xiii) or (xiv) of the definition of "Permitted 
            Indebtedness")."

10.  Section 4.06 is hereby amended by adding the following at the end of clause
     4.06(a):



<PAGE>

                                      -11-

          "The Officer's Certificate delivered pursuant to this Section 
          4.06(a) shall be accompanied by an Opinion of Counsel (i) stating 
          that, in the opinion of such counsel, subject to customary 
          exclusions and exceptions reasonably acceptable to the Trustee, 
          either (A) all such action has been taken with respect to the 
          recording, registering, filing, rerecording and refiling of the 
          Indenture, all supplemental indentures, the Security Documents, 
          financing statements, continuation statements and all other 
          instruments of further assurance as is necessary to maintain the 
          Noteholder Liens and the Kemess Newco Liens and reciting the 
          details of such action or referring to prior Opinions of Counsel in 
          which such details are given, and stating that all financing 
          statements and continuation statements have been executed and filed 
          and such other actions taken that are necessary fully to preserve 
          and protect the rights of the Holders and the Trustee hereunder and 
          under the Security Documents, or (B) no such action is necessary to 
          maintain the Noteholder Liens and the Kemess Newco Liens, if any, 
          and (ii) stating what, if any, action of the foregoing character is 
          necessary during the one-year period commencing April 1 in the then 
          current calendar year to so maintain the Noteholder Liens and the 
          Kemess Newco Liens during such period."

     Section 4.06 is further amended by adding the following clauses thereto:

          "(e) On the written request, from time to time, of Holders of at 
          least a majority in aggregate principal amount of the outstanding 
          Notes, the Company shall deliver to those Holders making such 
          request such financial information, reports or other materials as 
          the Company delivers to the Senior Debentureholders or is required 
          to deliver to the Senior Debentureholders pursuant to the terms 
          thereof. Notwithstanding the foregoing, the Company shall not be 
          required to provide any such information which is confidential and 
          not otherwise generally available to the holders of the common 
          shares of the Company.

          (f) The Company shall deliver to the Trustee a true and complete 
          copy of any notice that it receives from the Senior Debentureholders 
          which constitutes a Purchase Event and the Company shall notify the 
          Trustee in writing of the occurrence of any event which constitutes a 
          Purchase Event or of any event which with the giving of notice or 
          passage of time will constitute a Purchase Event, whether or not the 
          Company receives notice thereof from the Senior Debentureholders, in 
          each case immediately (but in any event within one Business Day) after
          the Company obtains notice or actual knowledge thereof. Upon the 
          earlier of the Company receiving such notice or becoming aware of such
          circumstances the Company shall no later than within one Business Day 
          issue a press release that: (i) states that a Purchase Event has 
          occurred or with the giving of notice or passage of time

<PAGE>

                                         -12-

          will occur; (ii) provides a description of the Purchase Event; 
          (iii) contains a statement that upon the occurrence of a Purchase 
          Event, Eligible Holders have the right for a limited period of time 
          to buy the Senior Secured Debentures and the Senior Debentures 
          Security; (iv) states the time period within which a purchase must 
          be effected under the Inter-Creditor Agreement in respect of the 
          subject Purchase Event; and (v) provides notice that a conference 
          call concerning the Purchase Event will be convened by the Company 
          within no later than two Business Days of the date of the press 
          release and the details for participation in such conference call 
          shall. The press release will be disseminated on those wire 
          services and publications customarily used by the Company to 
          disseminate financial information and information concerning 
          material events. At the expense of the Company, the Trustee shall 
          mail a copy of any notice received by it pursuant to this Section 
          4.06(f) or pursuant to Section 5.1 of the Inter-Creditor Agreement 
          to each Holder within one Business Day (5 Business Days if the 
          Notes are no longer held in book-entry form by the Depositary) 
          after the Trustee's receipt thereof, by first class mail to such 
          Holder's address as set forth in the Registrar's books and the 
          Trustee shall, as soon as practicable but in no event later than 
          three Business Days of the earlier of its receipt of any such 
          notice or the date a Trust Officer obtains actual knowledge of the 
          occurrence of a Purchase Event, publish an announcement in the form 
          prescribed in Exhibit I on the Bloomberg wire service. The Trustee 
          shall have no further or other duty under this Section 4.06(f) and 
          shall not be liable to any Person for the accuracy, content, 
          adequacy or delivery to any Person of such notice, or for any 
          action taken thereupon by any Person."

11.  Section 4.11 of the Indenture is amended by inserting the words "(other 
     than the transfer of the Kemess Mine and related assets by the Company 
     to Kemess Newco in accordance with the terms of the Indenture)" after 
     the words "$15 million" in line 20 therein.

12.  The definition of "Permitted Indebtedness" in section 4.12 of the 
     Indenture is hereby deleted and replaced in its entirety with the 
     following:

     "Permitted Indebtedness" means, without duplication, each of the following:

     (i)       Indebtedness under the Notes, this Indenture, any Guarantee, the
               Security Documents and the Kemess Newco Guarantee and Assumption;

     (ii)      Existing Hedging Indebtedness;

     (iii)     Indebtedness in respect of Commodity Agreements of the Company 
               and Restricted Subsidiaries provided however that in entering 
               into such Commodity Agreements after the Fourth Supplemental 
               Closing Date the Company and the Restricted Subsidiaries are 
               in compliance with Section 4.22 of this Indenture and 
               provided, further, that such Commodity

<PAGE>

                                      -13-

               Agreements (other than those involving the sale of copper
               concentrate to the extent the following is not relevant to such
               copper concentrate agreements) are entered into to reduce the
               exposure of the Company and its Restricted Subsidiaries to
               fluctuations in the prices of commodities;

     (iv)      Indebtedness under Interest Swap Obligations, Foreign Exchange 
               Obligations and Currency Agreements of the Company and the 
               Restricted Subsidiaries; provided, however, that such Interest 
               Swap Obligations, Foreign Exchange Obligations and Currency 
               Agreements are entered into to protect the Company and its 
               Restricted Subsidiaries from fluctuations in interest or 
               exchange rates on Indebtedness Incurred in accordance with 
               this Indenture to the extent the notional principal amount of 
               such Interest Swap Obligation, Foreign Exchange Obligation or 
               Currency Agreements does not exceed the principal amount of 
               the Indebtedness to which such Obligation relates; and 
               provided, further, that the Company may enter into Foreign 
               Exchange Obligations and Currency Agreements to protect the 
               Company and its Restricted Subsidiaries from fluctuations in 
               exchange rates related to the operating costs of the Company 
               and its Restricted Subsidiaries, in each case consistent with 
               past practice of the Company; 

     (v)       Indebtedness under the Working Capital Facility to the extent 
               that, as of any date, the aggregate of the principal amount of 
               such Indebtedness and the principal amounts outstanding under 
               the Senior Secured Debentures does not at such date exceed 
               US$120 million and provided, however that from and after the 
               date of the Company's request to the Trustee for the release 
               contemplated by Section 4A.12, the aggregate amount of 
               Indebtedness that, at any time, is "Permitted Indebtedness" 
               under this clause (v) shall not exceed US$45 million less the 
               aggregate principal amount outstanding under the Senior 
               Secured Debentures."

     (vi)      Capitalized Lease Obligations and Purchase Money Obligations 
               of the Company or any Restricted Subsidiary not to exceed, 
               calculated using foreign exchange rates on date of Incurrence, 
               US$25 million in aggregate principal outstanding at any one 
               time; 

     (vii)     Indebtedness under or in relation to the Senior Secured 
               Debentures in aggregate principal amounts not to exceed, as of 
               any date, US$120 million, together with all interest, fees, 
               and other amounts payable under or in respect of the Senior 
               Secured Debentures and the Senior Debentures Security, 
               provided that, if the aggregate principal amount of, under or 
               in respect of the Senior Secured Debentures (excluding 
               interest, fees and other amounts payable under or in respect 
               of the Senior Secured Debentures and the Senior Debentures 
               Security) is equal to or less than US$45 million at any time, 
               and if at such time, the Trustee is required to release and 
               discharge the Noteholder Liens following compliance by the 
               Company with and in accordance with Section 4A.12, the 
               aggregate principal amount of, under or in respect of the 
               Senior Secured Debentures that, at any time, is "Permitted 
               Indebtedness" under this clause (vii) shall not exceed US$45 
               million together with all interest, fees and other

<PAGE>

                                      -14-

               amounts payable under or in respect of the Senior Secured
               Debentures and the Senior Debentures Security;

     (viii)    Indebtedness of a direct or indirect Restricted Subsidiary of 
               the Company to the Company or to a direct or indirect wholly 
               owned Restricted Subsidiary of the Company for so long as such 
               Indebtedness is held by the Company or a direct or indirect 
               wholly owned Restricted Subsidiary of the Company in each case 
               subject to no Lien held by a Person other than the Company, 
               any direct or indirect wholly owned Restricted Subsidiary of 
               the Company, any of the Senior Secured Parties or the Trustee 
               or any Collateral Agent, in each case for benefit of the 
               Noteholders; provided that if as of any date any Person other 
               than the Company, any direct or indirect wholly owned 
               Restricted Subsidiary of the Company, any of the Senior 
               Secured Parties or the Trustee or any Collateral Agent, in 
               each case for the benefit of the Noteholders owns or holds any 
               such indebtedness or holds a Lien in respect of such 
               Indebtedness, such date shall be deemed the Incurrence of 
               Indebtedness not constituting Permitted Indebtedness by the 
               issuer of such Indebtedness;

     (ix)      Indebtedness of the Company to a direct or indirect wholly 
               owned Restricted Subsidiary of the Company for so long as such 
               Indebtedness is held by a direct or indirect wholly owned 
               Restricted Subsidiary of the Company in each case subject to 
               no Lien; provided that (a) any Indebtedness of the Company to 
               any direct or indirect Restricted Subsidiary of the Company is 
               unsecured and subordinated, pursuant to a written agreement, 
               to the Company's obligations under this Indenture and the 
               Notes, and (b) if as of any date any Person other than a 
               direct or indirect wholly owned Restricted Subsidiary of the 
               Company owns or holds any such Indebtedness or any Person 
               holds a Lien in respect of such Indebtedness, such date shall 
               be deemed the Incurrence of Indebtedness not constituting 
               Permitted Indebtedness under this clause (ix) by the issuer of 
               such Indebtedness; 

     (x)       Guarantees by Restricted Subsidiaries of the Company of 
               Indebtedness of the Company (other than Permitted 
               Indebtedness) Incurred on or after the Issue Date; provided 
               that such Indebtedness was Incurred in compliance with this 
               Section 4.12; 

     (xi)      subject to Section 4A.16, Refinancing Indebtedness;

     (xii)     Indebtedness of the Company or any Restricted Subsidiary 
               (including, without limitation, Kemess Newco), when and if 
               incurred, under or in relation to the Royalty Agreement and 
               the Royalty Debenture;

     (xiii)    notwithstanding clause (x) of this definition of Permitted 
               Indebtedness, guarantees or assumptions by Restricted 
               Subsidiaries (including, without limitation, Kemess Newco) of 
               Indebtedness and Obligations permitted under clauses (i), 
               (ii), (iii), (iv), (v), (vi), (vii) and (xii) of this 
               definition of Permitted Indebtedness; and

<PAGE>

                                      -15-

     (xiv)     guarantees by the Company of Indebtedness and Obligations of 
               or assumed by Kemess Newco of Indebtedness permitted under 
               clauses (i), (ii), (iii), (iv), (v), (vi), (vii) and (xii) of 
               this definition of Permitted Indebtedness."

13.  Section 4.13 of the Indenture is hereby amended by: (a) deleting the word 
     "or" at the end of clause (7); (b) inserting an "or" at the end of clause 
     (8); and (c) adding the following after clause (8):

     "(9)      the Senior Secured Debentures to the extent such Senior 
               Secured Debentures or related documents restrict payment or 
               distributions of any kind from any Restricted Subsidiary, 
               including without limitation, Kemess Newco, to the Company or 
               other Restricted Subsidiary without the prior written consent 
               of the Senior Debentureholders after the occurrence and during 
               the continuance of a "Default" or "Event of Default" (as 
               defined in the Senior Secured Debentures provided that no 
               Restricted Subsidiary, including Kemess Newco, shall be 
               affected by a Payment Restriction under or by reason of the 
               Senior Secured Debentures unless such Restricted Subsidiary 
               has and continues to be jointly and severally liable as a 
               Guarantor for the performance by the Company of its 
               obligations under the Notes, the Indenture and the Security 
               Documents and such Restricted Subsidiary has granted Liens to 
               the Trustee or any Collateral Agent for the benefit of the 
               Holders to secure such obligations."

14.  Section 4.16 of the Indenture is hereby amended by: (i) deleting the
     introductory paragraph and paragraph (a) thereof; (ii) adding the
     following new introductory paragraph and paragraphs (a), (a.1) and (a.2);
     (iii) adding an "s" to the first use of the word "paragraph" in paragraph
     (b); (iv) deleting the "(a)" after the first use of the word "paragraphs"
     as amended as aforesaid in paragraph (b); (v) adding "(a)(iii), (a)(iv) and
     (a)(v)" after the word "paragraphs" as amended as aforesaid; and (vi)
     inserting the word "Investment" after the words "Mining Related Assets" in
     the 14th line of paragraph (b):

               The Company shall not and shall not permit any of its 
               Restricted Subsidiaries to, consummate any Asset Sale, 
               including without limitation, an Asset Sale of the Kemess 
               South Mine or any undivided interest therein, without the 
               prior written consent of the Holders of a majority in 
               aggregate principal amount of the outstanding Notes. 
               Notwithstanding the foregoing, so long as no Default, Event of 
               Default or Purchase Event has occurred or would occur as a 
               result, the Company and its Restricted Subsidiaries may effect 
               Asset Sales, free and clear of the Noteholder Liens and the 
               Kemess Newco Liens, on the following terms:

     (a)  The Asset Sale of:
     
          (i)  any machinery, equipment, other personal property or other 
          similar property that has become worn out, obsolete, or 
          unserviceable, which property, if Collateral, shall be replaced 
          with or substituted for with machinery, equipment or other property 
          not

<PAGE>
                                      -16-

          necessarily of the same character but being of at least equal value
          and utility to the Company and its Restricted Subsidiaries as the
          property so disposed of, which replacement property shall, without
          further action, become subject to the Noteholder Liens and the Kemess
          Newco Liens;

          (ii)      or abandonment of any personal property the use of which is
          no longer necessary or desirable in or material to the conduct of
          the business of the Company and its Restricted Subsidiaries and the
          maintenance of their respective earnings;

         (iii)      any real property or any interest therein which is
         undeveloped and held by the Company or a Restricted Subsidiary for
         exploration purposes and is not material to the conduct of the
         business of the Company and its Restricted Subsidiaries (and for
         greater certainty, not real property comprising the Kemess South
         Mine) provided that: (A) the Asset Sale is at a price at least
         equal to fair market value; (B) to the extent that the proceeds
         of sale are Cash or Cash Equivalents, the Net Cash Proceeds are
         applied in accordance with Section 4.16(b) hereof within 180 days
         of receipt thereof by the Company or a Restricted Subsidiary, as
         applicable, and if in accordance with Section 4.16(b) the Net
         Cash Proceeds are applied to or invested in Mining Related Asset
         Investments and the assets and properties sold were Collateral,
         the properties and assets acquired as a result of the Mining
         Related Assets Investment shall, upon such investment being made,
         be subject to the Noteholder Liens and the Kemess Newco Liens,
         without further action, and if, to the extent that, the proceeds
         of such Asset Sale are not Cash or Cash Equivalents, the non-cash
         consideration shall, upon the closing of such Asset Sale, be
         subject to the Noteholder Liens and the Kemess Newco Liens
         without further action;

<PAGE>

                                      -17-

         (iv)       any assets and properties of the Company or a Restricted
         Subsidiary, other than assets described in clauses (i), (ii), and (iii)
         above, and other than assets which comprise or are in any way material
         to the Kemess South Mine or the Capital Stock of Kemess Newco for so
         long as the Capital Stock of Kemess Newco is subject to the Noteholder
         Liens, provided that (A) the Asset Sale is at a price at least equal
         to fair market value; (B) at least 85% of the consideration received
         therefrom by the Company or a Restricted Subsidiary is in the form of
         Cash or Cash Equivalents; (C) the Net Cash Proceeds are applied in
         accordance with Section 4.16(b) hereof, within 180 days of receipt
         thereof by the Company or a Restricted Subsidiary, as applicable;
         (D) if in accordance with Section 4.16(b) the Net Cash Proceeds are
         applied to or invested in Mining Related Asset Investments and the
         assets and properties sold were Collateral, the properties and assets
         acquired as a result of the Mining Related Assets Investment shall,
         upon such investment being made, be subject to the Noteholder Liens
         and the Kemess Newco Liens, without further action; and (E) the amount
         of Net Cash Proceeds that may be applied in accordance with this clause
         (iv) shall not exceed US$15 million in any calendar year;

         (v)        any assets and properties of the Company or a Restricted
         Subsidiary, other than assets described in clauses (i), (ii) and (iii)
         above, and other than assets which comprise or are in any way material
         to the Kemess South Mine or the Capital Stock of Kemess Newco for so
         long as the Capital Stock of Kemess Newco is subject to the Noteholder
         Liens, provided that (A) the Asset Sale is at a price at least equal
         to fair market value; (B) at least 85% of the consideration therefrom
         received by the Company or a Restricted Subsidiary is in the form of
         Cash or Cash Equivalents; (C) Net Cash Proceeds are applied to repay
         any Senior Indebtedness secured by the assets involved in such
         disposition or, if there is no such secured Senior Indebtedness,
         to repay Senior Indebtedness in each case within 180 days of receipt
         thereof by the Company or a Restricted Subsidiary, as applicable;
         (D) to the extent that there are any Net Cash Proceeds remaining
         after such application of proceeds to Senior Indebtedness or, to the
         extent that any such Senior Indebtedness so reduced is re-borrowed,
         such remaining Net Cash Proceeds or amounts re-borrowed from time to
         time shall be applied in accordance with Section 4.16(b) within the
         aforesaid 180 days of receipt in the case of such remaining Net Cash
         Proceeds or within 30 days of receipt in the case of money re-
         borrowed; and (E) if in accordance with Section 4.16(b) the Net Cash
         Proceeds are applied to or invested in Mining Related Asset
         Investments and the assets and properties sold were Collateral,
         the properties and assets acquired as a result of the Mining
         Related Assets Investment, shall upon such investment being made,
         be subject to the Noteholder Liens and the Kemess Newco Liens,
         without further action;


<PAGE>

                                      -18-

         (a.1) Nothing in this Section 4.16 shall limit or prohibit the Company
               or a Restricted Subsidiary, in the ordinary course of their
               respective businesses from; (A) selling inventory; (B)
               collecting, liquidating, selling, factoring or otherwise
               disposing of, accounts receivable or notes receivable; or (C)
               making cash payments (including scheduled repayments of
               Indebtedness permitted to be incurred under this Indenture) that
               are not otherwise prohibited by this Indenture, all free and
               clear of the Noteholder Liens and the Kemess Newco Liens;

         (a.2) The Trustee shall provide all such releases and discharges of 
               the Noteholder Liens and the Kemess Newco Liens as the Company 
               may request, at the Company's sole cost and expense, to give 
               effect to the foregoing provided that each such request is 
               accompanied by (I) an Officers' Certificate attesting that: 
               (1) the assets to be sold hereunder do not comprise and are 
               not in any way material to the Kemess South Mine; (2) the 
               assets to be sold hereunder come within the description of the 
               assets permitted to be sold in clauses (i), (ii) or (iii) 
               above; (3) with respect to clause (iii) above, the conditions 
               set out in paragraph (A) therein have been satisfied; (4) with 
               respect to clause (iv) above, the conditions set out in 
               paragraphs (A), (B) and (E) therein have been satisfied; (5) 
               with respect to clause (v) above, the conditions set out in 
               paragraphs (A) and (B) therein have been satisfied; as 
               applicable; and (II) if required by TIA Section 314(d) in the 
               case of any Asset Sales described above, a certificate or 
               opinion, which complies with the requirements of TIA Section 
               314(d), of an engineer, appraiser or other expert as to the 
               fair market value of the property subject to the Asset Sale or 
               the property acquired as a result of the Mining Related Asset 
               Investment. The Trustee, in confirming that the requirements 
               of this Section 4.16 and TIA Section 314(d) have been 
               satisfied, shall be fully protected in relying upon such 
               Officers' Certificates and expert's certificates or opinions, 
               as applicable. The Liens provided for herein shall be subject 
               to the provisions of Section 4A.14 hereof."

15.  Section 4.20 of the Indenture is hereby amended by deleting the ";" and all
     of the language that follows the ";" in clause (iii) thereof and by adding
     a "." in place of the ";" so deleted.

16.  Sections 4.21 and 4.22 of the Indenture are deleted in their entirety and
     the following sections are added at the end of Article 4:

     "SECTION 4.21 KEMESS NEWCO GUARANTEE AND ASSUMPTION

     The Company is hereby permitted to transfer the Kemess Mine to Kemess
     Newco provided that contemporaneously with such transfer the Trustee
     receives:

     (i)    the Kemess Newco Guarantee and Assumption which evidences Kemess
            Newco's assumption and agreement to observe and perform all the
            covenants and obligations of the Company under this Indenture;

<PAGE>
                                      -19-

     (ii)   the Kemess Newco Liens;

     (iii)  a fixed and specific Lien In Agreed Form in any debt, equity or
            other consideration issued by Kemess Newco to the Company upon
            the transfer of the Kemess Mine to Kemess Newco;

     (iv)   an Opinion of Counsel as to the enforceability of the Kemess
            Newco Guarantee and Assumption and the Kemess Newco Liens,
            subject to customary exclusions and exceptions; and

     (v)    an Officers' Certificate and an Opinion of Counsel, each stating
            that such transfer as described in this Indenture will, upon
            giving effect to such transfer, comply with the applicable
            provisions of the Indenture.

     SECTION 4.22 COMMODITY AGREEMENTS

     Except in connection with Existing Hedging Indebtedness, the Company
     shall not, and it shall not permit any Restricted Subsidiary, to enter
     into any Commodity Agreement, pursuant to which the Company or a
     Restricted Subsidiary has sold puts on gold, silver, copper or any other
     precious metals without simultaneously writing calls for a corresponding
     quantity of the same metal (and effectively creating a hedge) or enter
     into any other transaction which has the effect of creating a net long
     position on gold, silver, copper or any other precious metals produced
     by the Company or a Restricted Subsidiary."

     SECTION 4.23 INSURANCE

     The Company shall, and shall cause each Restricted Subsidiary to:

     (i)   keep its properties and assets insured and maintain public liability
           insurance in accordance with Section 4.05 (b);

     (ii)  provide the Trustee with certificates for all insurance policies,
           with proof of loss payable as required in subparagraph (iii) below,
           annually at the same time that the Company delivers its Officer's
           Certificates under section 4.06 (a); and

     (iii) provide that any loss under all such insurance policies (other than
           policies in respect of third party liability and business
           interruption insurance) in excess of Cdn. $500,000 shall be payable
           to the Trustee subject only to any prior rights which may be held in
           such proceeds by the holders of Permitted Liens, provided that if a
           Default or Event of Default has not occurred, the Company or such
           Restricted Subsidiary shall be entitled to receive such loss payment
           directly if the entire amount thereof is:

           (a)  used to repair or replace the lost or damaged property in
                question if the lost or damaged property relates to the
                Kemess Mine; or
  
           (b)  if the lost or damaged property does not in any way relate
                to the Kemess Mine either (x) used to repair or replace the
                lost or 

<PAGE>


                                           -20-

                damaged property in question or (y) after applying such loss
                payment or a portion thereof to the reasonable costs of any
                required remediation of the lost or damaged property, used
                and distributed as the proceeds of an "Asset Sale"
                pursuant to and in accordance with Section 4.16 hereof; and

           (c)  the Company or such Restricted Subsidiary delivers to the
                Trustee an Officer's Certificate attesting to the matters
                described in (a) or (b) above, as applicable.

          The Trustee shall provide all such releases and discharges from the
          Noteholder Liens and the Kemess Newco Liens of any proceeds or loss
          payment under insurance policies as the Company may request, at the
          Company's sole cost and expense, provided that each such request is
          accompanied by (i) the aforesaid Officers' Certificate attesting to
          the matters described in clauses (a) and (b) above and (ii) if
          required by TIA Section 314(d), a certificate or opinion, which
          complies with the requirements of TIA Section 314(d), of an engineer,
          appraiser or other expert as to the fair value of any property
          replacing any such lost or damaged property. The Trustee, in
          confirming that the requirements of this Section 4.23 and TIA
          Section 314(d) have been satisfied, shall be fully protected in
          relying upon such Officers' Certificate and expert's certificate
          or opinion, as applicable. The Trustee shall have no duty to
          examine, review or maintain copies of any policies of insurance
          required hereunder.

     SECTION 4.24 ROYALTY INTEREST AMENDMENT

     The Company shall not, without the prior consent of the Holders of a
     majority in aggregate principal amount of the outstanding Notes,
     amend the Royalty Agreement so as to increase the Initial Royalty
     Rate (as defined therein) or amend Section 2.2 and 7.2(c) thereof.

     SECTION 4.25 ENVIRONMENTAL MATTERS

     (i)    The Company shall maintain, and shall cause each of its
     Subsidiaries to maintain, a system to assure and monitor continued
     compliance with all Applicable Laws relating to the environment,
     which system shall include periodic reviews of such compliance.

    (ii)    The Company shall indemnify the Trustee and the Collateral
    Agent and their respective officers, directors, employees, agents
    and shareholders, and shall hold each of them harmless from and
    against any and all losses, liabilities, damages, costs, expenses
    and claims (including legal fees and expenses of its counsel and agents)
    suffered or incurred by such party in respect of (a) any violation by the
    Company or any Subsidiary of Applicable Law related to the environment
    including the assertion of any Lien thereunder, (b) the presence of
    any Hazardous Substance affecting the Collateral or any property adjacent
    thereto or (c) the release of any Hazardous Substance by the Company or any
    Subsidiary into the environment, provided that the foregoing indemnity
    shall not apply in connection with any negligence, willful misconduct or
    violation of any Applicable

<PAGE>

                                       -21-

     Law relating to the environment affecting the Collateral by the Trustee,
     the Collateral Agent or their respective agents after taking possession of
     the Collateral. The Company's obligations and indemnification under this
     section shall survive the satisfaction and release of the Security
     Documents and the repayment of the principal, interest and all other monies
     payable under this Indenture and the Notes. The Trustee shall hold the
     benefit of this indemnity in trust for those indemnified parties who are
     not parties to this Indenture.

17.  The following Article is to be inserted into the Indenture after Article 4,
     which Article shall read in its entirety as follows:

     "ARTICLE 4A - SECURITY

     SECTION 4A.01 - SECURITY

     As security for the due and punctual payment and performance of all of its
     obligations to the Noteholders under and in respect of this Indenture and
     the Notes, the Company shall execute and deliver to the Trustee or the
     Collateral Agent in each case for the benefit of the Holders of the Notes,
     valid and enforceable Liens against all present and after acquired
     property, assets and undertaking of the Company, except the Excluded
     Assets, all In Agreed Form, including without limitation, the following:

     (i)    a security debenture by the Company creating a fixed and floating 
            Lien on all of the Company's present and after acquired property, 
            assets and undertaking including, without limitation, fixed and 
            specific Liens on all property, assets and undertaking comprising 
            Kemess Mine;
     
     (ii)   a general security agreement by the Company creating a Lien on all 
            of the Company's present and after acquired property, assets and 
            undertaking;

     (iii)  a limited guarantee by APM of the obligations of the Company to 
            the Noteholders;

     (iv)   a general security agreement by APM creating a Lien on all of 
            APM's present and after acquired property, assets and undertaking;

     (v)    assignments of the Company's interests in all material mining 
            claims, concessions and leases in any way relating to the Kemess 
            Mine;

     (vi)   an assignment by the Company of its rights and interests in the 
            Kemess South Resources Limited Partnership;

     (vii)  if, and to the extent required by the Senior Debentureholders, an 
            assignment (and where required, consents to such assignment) by 
            the Company of its rights and interests in all Kemess Mine 
            construction contracts;

     (viii) if, and to the extent required by the Senior Debentureholders an 
            assignment (and, where required, consent to such assignment) by 
            the

<PAGE>
                                       -22-

            Company of its rights and interest in those agreements of the 
            Company which are material to the Kemess Mine and which have not 
            been fully performed by the parties thereto, including without 
            limitation, agreements which relate to construction underway or 
            proposed at Kemess Mine and including, without limitation, 
            royalty refining and shipping agreements;

     (ix)   pledges of all the shares in the capital of APM held by the 
            Company; and

     (x)    such other agreements and documents as may be necessary or 
            desirable to grant to the Trustee or the Collateral Agent valid 
            and enforceable Liens on all of the property, assets and 
            undertaking of the Company other than the Excluded Assets.

     Notwithstanding anything to the contrary contained in the foregoing, the 
     Company shall not be obligated to register the Liens against any real 
     property or mineral claims consisting of: (a) the Pamour Mine, the 
     Nighthawk Lake Mine and the mines generally known as Giant, HopeBrook 
     and Colomac; and (b) the Company's currently existing exploration 
     properties not in any way related to the Kemess Mine. The Company shall 
     register Liens against the Pamour Mine and the Nighthawk Lake Mine in 
     favor of the Trustee or the Collateral Agent should the Company at some 
     subsequent time grant Liens against (either or both) such mines to the 
     Senior Debentureholders. The Company shall insure that all of the 
     Security Documents are executed and delivered in accordance with this 
     Section 4A.01 such that the Liens created thereby are perfected in all 
     jurisdictions and at all times required to maintain such perfection by 
     the Trustee or the Collateral Agent for the benefit of the Noteholders.

     SECTION 4A.02 - EFFECT OF LIENS

     The Trustee or the Collateral Agent shall have and hold the Security 
     Documents and the Collateral and all rights hereby and thereby conferred 
     unto the Trustee and the Collateral Agent, and their respective 
     successors and assigns forever, but in trust, nevertheless, for the 
     equal benefit and security of the Holders of all Notes without any 
     preference or priority between them and with the powers and authorities 
     and subject to the terms and conditions set forth in this Indenture, the 
     Inter-Creditor Agreement and in the Security Documents. The Company 
     hereby represents and warrants that the Company has executed and 
     delivered, filed and recorded and will execute and deliver, file and 
     record, all instruments and documents, and has done and will do all such 
     acts and other things, at the Company's expense, as are necessary to 
     subject the Collateral to the Noteholder Liens and the Kemess Newco 
     Liens, as applicable. The Company will execute and deliver, file and 
     record all instruments and do all acts and other things as may be 
     reasonably necessary or advisable to perfect, maintain and protect the 
     Noteholder Liens and the Kemess Newco Liens, as applicable. The Company 
     shall furnish to the Trustee and the Collateral Agent, promptly after 
     the execution and delivery of the Security Documents and promptly after 
     the execution and delivery of any amendment hereto or thereto or any 
     other instrument of further assurance, an Opinion of Counsel stating 
     that, in the opinion of such counsel, subject to customary exclusions 
     and exceptions reasonably acceptable to the Trustee, either (i) the 
     Security Documents, any such amendment and all other instruments of 
     further assurance have been properly recorded, registered and 

<PAGE>

                                       -23-

     filed and all such other action has been taken to the extent necessary 
     to make effective the Liens intended to be created by the Security 
     Documents, and reciting the details of such action or referring to prior 
     Opinions of Counsel in which such details are given, or (ii) no such 
     action is necessary to make the Liens intended to be created by the 
     Security Documents effective.

     SECTION 4A.03 - EXCEPTION AS TO THE LAST DAY OF ANY LEASES.

     The mortgages, pledges and charges created under the Security Documents 
     shall not extend or apply to the last day of the term of any lease, 
     whether oral or written, or any agreement therefor, now held or 
     hereafter acquired by the Company or Restricted Subsidiary as tenant, 
     but should such mortgage, pledge and charge become enforceable and the 
     Trustee or the Collateral Agent determines or becomes bound to enforce 
     the same, the Company or Restricted Subsidiary shall thereafter stand 
     possessed of such last day and shall hold it in trust to assign the same 
     to any person who may acquire such term or the part thereof hereby 
     mortgaged, pledged or charged in the course of any enforcement of such 
     mortgage, pledge and charge or any realization of the subject matter 
     thereof.

     SECTION 4A.04 - EFFECTIVE DATE OF SECURITY.

     The Liens created under the Security Documents shall be effective upon 
     the date of the execution of the Security Documents.

     SECTION 4A.05 - DISCHARGE OF SECURITY.

     The Trustee and the Collateral Agent shall at the request and the 
     expense of the Company, release and discharge this Indenture and the 
     security created pursuant to the Security Documents (unless such 
     security has otherwise been released and discharged pursuant to the 
     terms hereof) and execute and deliver such instruments as it is advised 
     by an Opinion of Counsel are requisite for that purpose and to release 
     the Company from its covenants herein contained (other than provisions 
     related to the compensation and indemnification of the Trustee) upon the 
     discharge of the Indenture in accordance with the provisions of Article 
     Eight.

     SECTION 4A.06 - PURCHASE OFFER

     In the event that the Company, at any time before August 15, 2001, makes 
     an all cash offer to purchase (the "Company Purchase Offer") all of the 
     outstanding Notes at a purchase price not less than 105.5% of the 
     principal amount thereof plus all accrued and unpaid interest, if any, 
     to the date of purchase, and less than all of the outstanding Notes are 
     tendered in response to the Company Purchase Offer, the Company shall 
     complete the purchase of those Notes that are so tendered (which Company 
     Purchase Offer must be completed no later than 60 days after being made 
     by the Company) and, upon completion of the Company Purchase Offer, the 
     Company shall deliver to the Trustee an Officers' Certificate and an 
     Opinion of Counsel confirming such completion and the Trustee shall 

<PAGE>
                                       -24-

     release all of the property, assets and undertaking of the Company and 
     its Restricted Subsidiaries from the Noteholder Liens and the Kemess 
     Newco Liens. The Trustee shall provide all such releases and discharges 
     of the Noteholder Liens and the Kemess Newco Liens as the Company may 
     request, at the Company's sole cost and expense. Following the 
     completion of the Company Purchase Offer, interest on amounts 
     outstanding under the remaining Notes shall accrue at the rate of 11 % 
     per annum (subject to any default rate as set out in the Indenture) and 
     shall be paid in accordance with the terms hereof. In making a Company 
     Purchase Offer, the Company shall comply with all tender offer rules 
     applicable under state and Federal Securities laws in the United States 
     of America, including, but not limited to, Section 14(e) under the 
     EXCHANGE ACT and Rule 14e-1 thereunder, to the extent applicable to such 
     Company Purchase Offer. A Company Purchase Offer shall be conducted at 
     the expense of the Company in accordance with the redemption procedure 
     set out in Article 3. Any such Company Purchase Offer shall include a 
     summary of the provisions of this Section 4A.06, including, without 
     limitation, a description of the consequences of any Holder's failure to 
     tender such Holder's Notes. 

     SECTION 4A.07 CONFLICTS.

     Except with respect to Section 13.01, if a conflict or inconsistency 
     exists between a provision of this Indenture and a provision of the 
     Security Documents, the provision of this Indenture shall prevail. 
     Except with respect to Section 13.01 and except as between the Company, 
     the Holders, the Trustee and the Collateral Agent with respect to the 
     entitlements, protections and immunities of the Trustee contained in 
     Section 6.10 and Article Seven of the Indenture, if a conflict or 
     inconsistency exists between a provision of this Indenture or any of the 
     Security Documents and a provision of the Inter-Creditor Agreement, then 
     the provisions of the Inter-Creditor Agreement shall prevail. 
     Notwithstanding any provision of the Indenture, the Inter-Creditor 
     Agreement or the Security Documents, the provisions of Section 10.13 of 
     the Indenture shall remain in full force and effect.

     SECTION 4A.08 CO-OPERATE.

     Upon the occurrence and during the continuance of an Event of Default 
     and if the Trustee shall have determined or become bound to enforce the 
     Liens, the Company and any Restricted Subsidiaries shall from time to 
     time execute and do all such acts and things as the Trustee or any 
     Collateral Agent may, acting reasonably, require to facilitate the 
     realization of the Collateral or any part thereof, whether under this 
     Indenture or the Security Documents or by judicial proceedings, and to 
     give any notices and directions which the Trustee or any Collateral 
     Agent may, acting reasonably, consider expedient.

     SECTION 4A.09 NO MERGER

     The Security Documents shall not merge in any other security. No 
     judgment obtained by the Trustee shall in any way affect the provisions 
     of this Indenture or any of the Security Documents. For greater 
     certainty, no judgment obtained by the Trustee shall in any way affect 
     the obligation of the Company to pay principal, fees and interest at the 
     rates, times and in the manner provided in this Indenture

<PAGE>
                                       -25-

     and the Notes and to compensate and indemnify the Trustee, including, 
     without limitation, each Collateral Agent as provided in this Indenture.

     SECTION 4A.10 ADDITIONAL SECURITY

     The Company hereby covenants and agrees to execute and deliver or cause 
     to be executed and delivered to or for benefit of the Trustee and the 
     Collateral Agent such additional Security Documents In Agreed Form as 
     the Company or any Restricted Subsidiary grants to the Senior 
     Debentureholders from time to time.

     SECTION 4A.11 FURTHER ASSURANCES -SECURITY

     From time to time the Company shall, at the expense of the Company, take 
     or cause to be taken such action (including, without limitation, the 
     provision of information and access to property) and execute and deliver 
     or cause to be executed and delivered to the Trustee or the Collateral 
     Agent, such agreements, convenances, deeds and other documents and 
     instruments as the Trustee, at the written request of the Holders of a 
     majority in principal amount of the outstanding Notes, shall reasonably 
     request in furtherance of granting to the Trustee or the Collateral 
     Agent valid and enforceable Liens on all of the Company's present and 
     after acquired property, assets and undertaking to which they are 
     entitled hereunder and the Company shall, at the expense of the Company, 
     register, file or record the same (or a notice or financing statement in 
     respect thereof) in all offices and in all jurisdictions where such 
     registration, filing or recording is necessary or advisable to 
     constitute, perfect and maintain such Liens; provided however that any 
     such Liens shall be In Agreed Form and shall be subject and subordinate 
     to present and future Permitted Liens in such property, assets and 
     undertaking held by the Senior Secured Parties. The Company shall renew 
     and amend such recordings, filings or registrations from time to time as 
     and when required to keep them in full force and effect. The Company 
     shall from time to time, if and when required to do so by the Trustee 
     upon the request of the Holders of a majority in principal amount of the 
     outstanding Notes and on the Fourth Supplemental Closing Date, furnish 
     the Trustee with an Opinion of Counsel as to compliance with the 
     provisions of Section 4A.02 and this Section 4A.11. The Trustee or the 
     Collateral Agent is hereby authorized to enter into such further and 
     other documents as may reasonably be required to permit perfection of 
     the Liens in the Collateral granted by this Indenture or the Security 
     Documents or to permit registration of instruments of further assurance 
     or collateral mortgages.

     SECTION 4A.12 - PARTIAL DISCHARGES

     Provided that (i) there shall have been no Default or Event of Default 
     that has occurred and is continuing; and (ii) the Company delivers to 
     the Trustee an Officers' Certificate to which are attached (A) a 
     confirmation in writing from the Senior Debentureholders that the 
     aggregate principal amount then outstanding under the Senior Secured 
     Debentures at such time (other than interest, fees and other amounts 
     payable under or in respect of the Senior Secured Debentures and the 
     Senior Debentures Security) is equal to or less than U.S.$45 million; 
     and (B) a confirmation in writing from the lenders under the Working 
     Capital Facility

<PAGE>
                                       -26-

     confirming the maximum amount available thereunder and the actual 
     Indebtedness of the Company thereunder at such time and such Officers' 
     Certificate certifies that the aggregate principal amount of the 
     Indebtedness of the Company under the Senior Secured Debentures, as 
     permanently reduced, and the greater of the maximum amount available 
     under in respect of the Working Capital Facility and the actual 
     Indebtedness of the Company under or in respect of the Working Capital 
     Facility do not in aggregate and on a permanent basis exceed U.S.$45 
     million, the Trustee shall, upon written request and at the expense of 
     the Company, release and discharge the Noteholders' Liens from the 
     assets and properties of the Company and its Restricted Subsidiaries, 
     other than the Kemess South Mine. The Trustee, in confirming that the 
     requirements of this Section 4A.12 (including, without limitation, the 
     absence of a continuing Default or Event of Default) have been 
     satisfied, shall be entitled to receive and shall be fully protected in 
     relying upon an Officers' Certificate and an Opinion of Counsel.

     SECTION 4A.13 PRIORITY.

     Subject to Sections 4A.14 and 4A.15, any reference to Permitted Liens 
     contained in this Indenture or the Security Documents in and of itself 
     shall not expressly or by implication result in any Permitted Liens 
     ranking ahead of the charges or security interests created pursuant to 
     this Indenture or the Security Documents.

     SECTION 4A.14 - PRIORITY OF LIENS

     Notwithstanding the time of granting of Permitted Liens, or the time of 
     registering, filing or recording the same (or a notice or financing 
     statement in respect thereof) the Permitted Liens and beneficial rights 
     of each of the Senior Secured Parties in the assets, properties and 
     undertaking of the Company and its Restricted Subsidiaries and the 
     proceeds thereof shall be senior and prior to the Noteholder Liens, 
     Kemess Newco Liens and beneficial rights of the Trustee, the Collateral 
     Agent and any Noteholder therein; and (ii) the Noteholder Liens, Kemess 
     Newco Liens and beneficial rights of the Trustee, the Collateral Agent 
     and any Noteholder in the assets, properties and undertaking of the 
     Company and its Restricted Subsidiaries shall be and are hereby 
     subordinated and postponed to the Liens and beneficial rights of each of 
     the Senior Secured Parties therein.

     Each Holder of Notes, by its acceptance of them, authorizes and 
     expressly directs the Trustee and the Collateral Agent on its behalf to 
     take such action as may be necessary or appropriate to effectuate, as 
     between the Senior Secured Parties and the Holders of Notes, the 
     aforesaid subordination and postponement of the Noteholder Liens, Kemess 
     Newco Liens and beneficial rights of the Trustee, the Collateral Agent 
     and any Noteholder therein, and appoints each of the Trustee and the 
     Collateral Agent its attorney-in-fact for such purposes.

     SECTION 4A.15 CONFIRMATION OF SUBORDINATION ON BEHALF OF HOLDERS

     Notwithstanding the generality of Section 4A.14, the Trustee and the 
     Collateral Agent are hereby authorized and directed to execute and 
     deliver to the Company, APM, the Collateral Agent, the Senior 
     Debentureholders and the holders of the

<PAGE>
                                       -27-

     Royalty Interest, the Inter-Creditor Agreement and the Security 
     Documents. The terms and provisions contained in the Inter-Creditor 
     Agreement shall constitute, and are hereby expressly made, a part of 
     this Indenture as if fully set forth herein. To the extent applicable, 
     the Company and the Trustee, by their execution and delivery of the 
     Fourth Supplemental Indenture, expressly agree to such terms and 
     provisions and to be bound thereby; provided, that the Trustee and the 
     Collateral Agent have executed and delivered the Inter-Creditor 
     Agreement and the Security Documents in reliance upon Officers' 
     Certificates and Opinions of Counsel and at the direction of Holders 
     contained in the Consents. Any appointment of a successor Trustee or a 
     Collateral Agent from and after the date hereof shall include the 
     express agreement of such successor, Trustee or Collateral Agent to be 
     bound by the terms and provisions of the Inter-Creditor Agreement and 
     the Security Documents. The Trustee or the Collateral Agent shall, from 
     time to time, at the written request of the Company, confirm in writing 
     to the Company, APM, the Collateral Agent, the Senior Debentureholders 
     and the holders of the Royalty Interest, that the Trustee's or the 
     Collateral Agent's rights and remedies in respect of the Noteholder 
     Liens and the Kemess Newco Liens are subordinated and postponed in the 
     manner described in the Inter-Creditor Agreement to Liens provided for 
     in the Royalty Debenture and the Senior Debentures Security until such 
     time as all of the Obligations of the Company and its Restricted 
     Subsidiaries secured by the Senior Debentures Security and the Royalty 
     Debenture are satisfied in full. 

     SECTION 4A.16 REPLACEMENT INTER-CREDITOR AGREEMENT

     In the event of any Refinancing of the Senior Secured Debentures, 
     including under a Working Capital Facility, the Trustee, the Collateral 
     Agent, the Company, Kemess Newco, APM and the Collateral Agent shall, at 
     the expense of the Company enter into a new inter-creditor agreement In 
     Agreed Form that provides to the Holders at least the same rights and 
     benefits as set out in Article 5 of the Inter-Creditor Agreement or, at 
     the expense and at the request of the Company, enter into a new 
     inter-creditor agreement In Agreed Form with the Company and the holders 
     of the Refinanced Senior Secured Debentures on substantially the same 
     terms and conditions as the Inter-Creditor Agreement, including, without 
     limitation, at least the same rights and benefits as set out in Article 
     5 thereof, and shall deliver such subordinations and postponements of 
     the registered Noteholder Liens and Kemess Newco Liens as may be 
     necessary or desirable to effect the subordinations and postponements as 
     described in such new inter-creditor agreement, provided that the 
     Trustee shall not be required to enter into any new inter-creditor 
     agreement which affects its rights, protections or immunities under this 
     Indenture or otherwise. 

     4A.17 ACKNOWLEDGEMENT

     For greater certainty, the entering into by any person who is a secured 
     creditor of the Company of an agreement by which such person 
     acknowledges the priority of the security for the Royalty Agreement and 
     the Senior Secured Debentures, agrees not to exercise remedies with 
     respect to its collateral for a period of time and acknowledges the 
     priority of remedies with respect to the Royalty Security (as defined in 
     the Inter-Creditor Agreement) and the Senior Debentures Security does

<PAGE>
                                       -28-

     not cause the amounts owing to such person to be subordinate in the 
     right of payment to any other Indebtedness.

18.  Section 5.01 is hereby amended by inserting:

     (a)  after the word "merge" in the second line the following:

          "(including, without limitation, an amalgamation under the BUSINESS 
          CORPORATIONS ACT (Ontario) or comparable legislation in any other 
          jurisdiction in Canada (including pursuant to federal legislation) 
          or similar legislation in any other jurisdiction (an 
          "Amalgamation"))"; and

     (b)  after the words "the Company" in each of the 10th line of the first 
          paragraph, the 10th last line of the first paragraph and the 4th 
          last line of the last paragraph the following words: "(or in the 
          case of an Amalgamation, the amalgamated corporation)".

19.  Section 6.01 of the Indenture is hereby amended by deleting clause 6
     thereof and replacing it with the following:

          "(6) The company or any of its Restricted Subsidiaries pursuant to 
          or within the meaning of any Bankruptcy Law: (a) commences a 
          voluntary case including, without limitation, the filing of a 
          proposal or notice of intention to file a proposal under the 
          BANKRUPTCY AND INSOLVENCY ACT (Canada) (the "BIA"), as amended from 
          time to time, or commences proceedings under the COMPANIES 
          CREDITORS' ARRANGEMENT ACT (Canada) (the "CCAA"), as amended from 
          time to time; (b) consents to the entry of an order for relief 
          against in an involuntary case; (c) consents to the appointment of 
          a Custodian of it or for all or substantially all of its property 
          or a Custodian of it or for all or substantially all of its 
          property is appointed by a Person other than a court of competent 
          jurisdiction and such appointment remains unstayed and in effect 
          for five consecutive days; (d) makes a general assignment for the 
          benefit of its creditors; or (e) admits in writing its inability to 
          pay its debts as they become due."

20.  The first paragraph of Section 6.03 of the Indenture is hereby amended 
     by adding at the conclusion of the paragraph the words "including, 
     without limitation, the enforcement of the Liens and realization of the 
     Collateral under the Security Documents, subject to the Inter-Creditor 
     Agreement."

21.  Section 6.05 of the Indenture is hereby deleted and the following 
     substituted therefor:

          "Subject to Section 2.09, the Holders of at least a majority in 
          aggregate principal amount of the outstanding Notes, may direct the 
          time, method and place of conducting any proceeding for any remedy 
          available to the Trustee or the Collateral Agent or exercising any 
          trust or power conferred on either of them, including without 
          limitation, any remedies provided for in Section 6.03 and

<PAGE>
                                       -29-

          upon receiving security or indemnity from such Holders satisfactory 
          to the Trustee and the Collateral Agent against all costs, expenses 
          and liabilities to be incurred, the Trustee or the Collateral 
          Agent, without in any way limiting its rights or remedies pursuant 
          to this Indenture or under the Security Documents shall exercise 
          one or more of the powers of enforcement available to it at law, in 
          equity or by contract including under the terms of this Indenture 
          or the Security Documents. Subject to Section 7.01, however, the 
          Trustee or the Collateral Agent may refuse to follow any direction 
          that the Trustee or the Collateral Agent reasonably believes 
          conflicts with any laws, this Indenture or the Inter-Creditor 
          Agreement, that the Trustee or the Collateral Agent determines may 
          be unduly prejudicial to the rights of another Noteholder, or that 
          may involve the Trustee or the Collateral Agent in personal 
          liability; provided that the Trustee or Collateral Agent may take 
          any other action deemed proper by the Trustee or the Collateral 
          Agent which is not inconsistent with such direction. Furthermore 
          the Trustee and the Collateral Agent shall have the right if 
          directed by those Holders of at least a majority in aggregate 
          principal amount of the outstanding Notes to take private action or 
          to take judicial proceedings instead of such private proceeding."

22.  Section 6.10 of the Indenture is hereby amended as follows: (1) by 
     deleting the reference  to "this Article Six" in the second line and 
     substituting "this Article Six or Article 4A hereof or any of the 
     Security Documents; and by inserting the words "or the Collateral Agent" 
     after the word "Trustee" in the preamble and the "First" and "Second" 
     paragraphs thereof. 

23.  Section 6.11 of the Indenture is hereby amended by adding the words "or 
     the Collateral Agent" after the word "Trustee" each time it appears in 
     that section other than the second time in which case the words "or as 
     Collateral Agent" shall be inserted.

24.  Article 6 of the Indenture is hereby amended by adding section 6.12 as 
     follows:

     6.12 PURCHASE OF SENIOR SECURED DEBENTURES

     The Holders and the holders of a beneficial interest in the Notes (the 
     "Beneficial Holders") as at the Purchase Event Record Date (collectively 
     the "Eligible Holders" and individually an "Eligible Holder) shall each, 
     on a non-duplicative basis, have a one time right on the occurrence of a 
     Purchase Event to, on a pro rata basis (which right may be taken by 
     those Eligible Holders who wish to do so to the extent other Eligible 
     Holders do not participate), purchase all, but no less than all, of the 
     Senior Secured Debentures and the Senior Debentures Security. The 
     Inter-Creditor Agreement sets out the circumstances and periods of time 
     within which such rights may be exercised and in which they expire, the 
     basis of the calculation of the purchase price to be paid for the Senior 
     Secured Debentures and the Senior Debentures Security (the "Purchase 
     Event Price"). To exercise the purchase right, Holders must comply with 
     the procedures set out in the Inter-Creditor Agreement and in Section 
     6.13 hereof. It is hereby acknowledged that the Senior Debentureholders 
     shall have no liability or obligation to any Person in respect of the 
     foregoing other than to sell and deliver 

<PAGE>
                                       -30-

     the Senior Secured Debentures and the Senior Debentures Security in 
     accordance with the terms of, and subject to compliance by the Agent (as 
     hereinafter defined) of the terms of, the Inter-Creditor Agreement; 
     provided, that the Agent shall have no duty hereunder to comply with the 
     terms of the Inter-Creditor Agreement except in accordance with Section 
     6.13 hereof.

     6.13 PURCHASE EVENT PROCEDURE

     (a) As soon as practicable but in no event later than the day of 
     publication by the Trustee of the notice on Bloomberg (the 
     "Publication") described in Section 4.06(f) hereof, Chase Manhattan 
     Trust Company, National Association or its successor hereunder, acting 
     solely in its capacity as agent hereunder and not in its capacity as 
     Trustee or in any other fiduciary capacity (the "Agent"), shall request 
     from the Senior Debentureholders, in accordance with the Inter-Creditor 
     Agreement, the Purchase Event Price as of such day (the "Initial 
     Purchase Event Price"). The Agent may conclusively rely on any such 
     information and any additional information provided to the Agent by the 
     Senior Debentureholders for all purposes hereunder. The Agent shall not 
     be required to furnish such information to any Person other than an 
     Eligible Holder who has provided the certificate described in Section 
     6.13(b).

     (b) Each Eligible Holder who elects to purchase at least its respective 
     pro rata share of the Senior Secured Debentures and the Senior 
     Debentures Security (collectively, the "Senior Position") shall deliver 
     to the Agent, no later than 4:30 p.m. on the third day following the 
     Publication, each of the following: (i) a certificate, with signature 
     guarantee, of the Eligible Holder or a duly qualified officer of the 
     Eligible Holder, upon which certificate the Agent may conclusively rely, 
     which certifies (1) that such holder is an Eligible Holder; (2) the 
     principal amount of the Notes held by such Eligible Holder; (3) that 
     such Eligible Holder elects to purchase at least such Eligible Holder's 
     pro rata share of the Senior Position, and, if applicable, that such 
     Eligible Holder may elect to purchase additional unsubscribed shares of 
     such Senior Position, if available for purchase; (4) that the Eligible 
     Holder irrevocably directs the Agent to deliver the Acceptance Notice 
     (as defined in the Inter-Creditor Agreement) and to purchase the Senior 
     Position on the earliest date on which all of the conditions to purchase 
     hereunder have been satisfied, if such date is on or prior to the 
     expiration date (the "Final Closing Date") of the right to purchase 
     under the Inter-Creditor Agreement, for and on behalf of all Subscribing 
     Holders (defined hereinafter) with immediately available funds provided 
     by such Subscribing Holders, but with no duty by the Agent to advance 
     funds to make such purchase, on the terms and subject to the conditions 
     of the Inter-Creditor Agreement and this Section 6.13; (5) an agreement 
     to irrevocably deliver such Eligible Holder's pro rata share of the 
     Initial Purchase Event Price to the Agent by federal funds transfer 
     within one day of such Eligible Holders receipt of notice, from the 
     Agent or otherwise, of the Initial Purchase Event Price (but in no event 
     later than the Initial Deposit Time (defined hereinafter)), which notice 
     the Agent shall provide to such Eligible Holder by facsimile no later 
     than the second day following receipt of such Eligible Holder's fully 
     conforming certificate (but only if the Agent has received notice of the 
     Initial Purchase Event Price from the Senior Debentureholders); 
     provided, that in lieu of the procedure in this clause (5), such 
     Eligible Holder may fulfill this condition.

<PAGE>
                                         -31-

     by irrevocably depositing, on the date of delivery of the certificate and
     for the account of the Agent, a federal funds transfer of at least its pro
     rata share of the Initial Purchase Event Price; (6) such Eligible Holder's
     agreement to pay on a pro rata basis with the other Eligible Holders the
     reasonable legal fees and expenses, if any, of the Agent hereunder, as and
     when incurred, and to indemnify and hold the Agent harmless hereunder for
     any expenses, claims, liabilities, outlays, fees, taxes and any other
     disbursements or costs incurred in connection herewith (collectively with
     such legal fees and expenses, "Costs"), unless any such Cost is adjudicated
     to have resulted from the gross negligence or wilful misconduct of the
     Agent; (7) wire transfer and facsimile communication instructions for such
     Eligible Holder (which the Agent shall use for all purposes hereunder); and
     (8) an acknowledgement that the Transfer Documents (as hereinafter defined)
     and the Agent Transfer Documents (as hereinafter defined) must be delivered
     to the Agent not later than 3 Business Days before any Closing (as
     hereinafter defined). Each Eligible Holder who has complied with all of the
     above requirements (a "Subscribing Holder"), including without limitation,
     delivery of any executed agreement required under clause (4) above and any
     deposit of funds required under clause (5) above, no later than 4:30 p.m.
     on the fifth day after the Publication (the "Initial Deposit Time"), but no
     other Holder or Eligible Holder, shall be entitled to subscribe for any
     unsubscribed portion of the Purchase Event Price (the "Unsubscribed
     Portion").

     (c) The Agent shall request, on such fifth day, from the Senior
     Debentureholders, the Purchase Event Price calculated as of the sixth day
     after the Publication (the "Revised Purchase Event Price"). The Agent shall
     provide, if and when received from the Senior Debentureholders, any such
     information, together with the amount of the estimated Unsubscribed Portion
     calculated as of the Initial Deposit Time which amount is equal to the
     difference between the funds on deposit and the Revised Purchase Event
     Price (if available, and otherwise the Initial Purchase Event Price) to
     each Subscribing Holder within one day following receipt of notice of the
     Revised Purchase Event Price, but in the absence of receipt of such notice,
     shall provide the amount of such estimated Unsubscribed Portion to
     Subscribing Holders no later than the second day following the Initial
     Deposit Time.

     Any Subscribing Holder, or group of Subscribing Holders, may subscribe for
     all or a portion of the Unsubscribed Portion by depositing immediately
     available funds with the Agent, together with an accounting therefor
     satisfactory to the Agent, no later than 4:30 p.m. on the eighth day after
     the Publication (the "Final Deposit Time"). Such Subscribing Holders will
     cooperate with the Agent in providing such accounting. Such deposit(s)
     shall be calculated by the Subscribing Holders on a pro rata basis or on
     any basis on which the Subscribing Holders may agree, time being of the
     essence.

     (d) No later than the fourth day preceding the Final Closing Date, the
     Agent shall request from the Senior Debentureholders revised information
     concerning the Purchase Event Price, and upon any receipt thereof, the
     Agent shall provide such information, together with confirmation of the
     amount on deposit with the Agent and available to effect the purchase, to
     the Subscribing Holders (the latter information being provided no later
     than 4:30 p.m. on the third day preceding the

<PAGE>
                                       -32-

     Final Closing Date). If any Purchase Event Price received from the Senior
     Debentureholders is an estimate, the Agent shall so advise the Subscribing
     Holders. The Agent shall have no further duty to initiate communication
     with Subscribing Holders; however, Subscribing Holders may deposit
     additional immediately available funds with the Agent, together with an
     accounting therefor, on any basis on which Subscribing Holders may agree,
     no later than 12:00 p.m. on the day preceding the Final Closing Date. The
     Agent shall have no duty under Section 6.13(b), (c) or (d) hereof to verify
     the sufficiency of, assist with or confirm calculation of any deposits made
     by Subscribing Holders hereunder.

     (e) To the extent the Agent is fully funded to pay the Purchase Event 
     Price, as such Purchase Event Price is confirmed to the Agent as of the 
     earlier of the first day on which all conditions hereunder have been 
     satisfied and the Final Closing Date, whichever is operative, and, if at 
     least three Business Days prior to the Closing (as hereinafter defined), 
     the Agent has received from or on behalf of Subscribing Holders (but 
     with no obligations on the Agent to prepare any such documentation), 
     documentation satisfactory to the Agent, in its sole judgment, to 
     accomplish the purchase, including without limitation documents of 
     assignment and transfer from the Senior Debentureholders to the Agent 
     fully complying with the Inter-Creditor Agreement (the "Transfer 
     Documents") and documents of assignment and transfer from the Agent to 
     the Subscribing Holders (the "Agent Transfer Documents") fully complying 
     with the provisions of this Section 6.13 (each of which are specific 
     conditions precedent hereunder to the exercise of the purchase right by 
     the Agent and all of which shall be prepared by or on behalf of and at 
     the expense of the Subscribing Holders), the Agent shall purchase the 
     Senior Position by delivering the Acceptance Notice and a certified 
     check drawn on the Agent or an affiliate of the Agent to or upon the 
     order of the Senior Debentureholders, but only upon contemporaneous 
     delivery of fully executed Transfer Documents from the Senior 
     Debentureholders (the "Closing") and with no duty by the Agent to 
     advance any funds; provided, that the Agent shall have no responsibility 
     or liability whatsoever to any Person for the content, adequacy, 
     validity, sufficiency, condition of title or priority of any of such 
     documentation or of any collateral. Upon payment of the Agent's Costs, 
     the Agent shall promptly execute and deliver the Agent Transfer 
     Documents to the Subscribing Holders and shall return any unexpended 
     funds to the Subscribing Holders entitled thereto, based solely on the 
     accounting and instructions for payment provided by such Subscribing 
     Holders and thereupon the Agent shall be fully discharged hereunder.

     (f) To the extent the Agent is not fully funded to pay the Purchase 
     Event Price by 12:00 p.m. on the Final Closing Date, based on the latest 
     information received from the Senior Debentureholders or the other 
     conditions precedent to Closing hereunder have not been satisfied, the 
     Agent shall not deliver the Acceptance Notice and shall not purchase the 
     Senior Position and the right to purchase under the Inter-Creditor 
     Agreement shall expire. The Agent shall incur no liability for a failed 
     purchase unless adjudicated to have resulted from its gross negligence 
     or wilful misconduct. In that case and upon payment of the Agent's Costs 
     to the satisfaction of the Agent, the Agent shall return all funds on 
     deposit with the Agent to the Subscribing Holders entitled thereto, 
     based on the accounting and payment

<PAGE>
                                       -33-

     instructions provided to the Agent by such Holders and thereupon shall 
     be fully discharged hereunder.

     (g) Notwithstanding anything to the contrary contained herein, the duty 
     to compensate, reimburse and indemnify the Agent under this Section 6.13 
     shall be an obligation of the Company; provided, that the Agent may pay 
     or reimburse itself from funds on deposit with it and, to the extent 
     such funds are insufficient and payment arrangements satisfactory to the 
     Agent have not been made, the Agent may refuse to deliver the Acceptance 
     Notice and purchase the Senior Position and shall incur no liability to 
     any Person for having done so. If at any time prior to the Closing or if 
     at any time after the purchase of the Senior Position is completed but 
     prior to the delivery of the Agent Transfer Documents, any controversy 
     or dispute arises among any Holders, including without limitation any 
     Eligible Holders, or between the Senior Debentureholders and the Agent 
     and/or any Holders with respect to any matter whatsoever contemplated in 
     this Section 6.13, the Agent shall not be required to determine the same 
     or do any other act or thing, but shall instead interplead any funds 
     deposited with it and/or any Agent Transfer Documents held by it in a 
     court of competent jurisdiction. Each Holder, including without 
     limitation each Eligible Holder, shall be bound by any determination of 
     such court and the Agent shall incur no liability whatsoever to any 
     Person for, and shall be held harmless from by the Subscribing Holders, 
     any failure to complete the purchase or deliver the Agent Transfer 
     Documents.

     (h) All times expressed herein shall be New York times. Any reference to 
     a day or date that does not fall on a Business Day shall be deemed a 
     reference to the next succeeding Business Day as defined in the 
     Inter-Creditor Agreement.

     (i) The Trustee shall have no obligation or liability whatsoever to any 
     Person with respect to the foregoing other than its duties under Section 
     4.06 with respect to the Publication. The Trustee shall not be deemed to 
     have notice of any Purchase Event in the absence of actual notice 
     thereof.

     (j) The Agent Transfer Documents shall provide only that the Agent 
     represents and warrants in favor of the Subscribing Holders as at the 
     Closing Date that the Senior Position has not been sold, assigned or 
     encumbered by the Agent. The Agent shall not provide any other or 
     additional representations, warranties or covenants, expressed or 
     implied and the Senior Position shall be purchased by the Subscribing 
     Holders on a (i) non-recourse; (ii) "as is, where is" basis, other than 
     as aforesaid.

     (k) Whether or not a Purchase Event has occurred hereunder, the Agent 
     shall have only those duties as are expressly set out in this Section 
     6.13 and nothing herein shall be construed to impose any other or 
     further duties; it being recognized that the services of the Agent are 
     necessary only to comply with the Inter-Creditor Agreement in order to 
     facilitate the purchase; provided, that in furtherance and not in 
     limitation of the foregoing, the Agent shall have no duty whatsoever to 
     incur liability, financial or otherwise, to any Person, to advance any 
     funds or to otherwise act or refrain from acting if, in the sole 
     judgment of the Agent, any such act or failure to act would cause the 
     Agent to incur risk or liability. Notwithstanding anything to the 
     contrary contained herein, any

<PAGE>
                                       -34-

     agreement to indemnify the Agent on the terms and conditions herein 
     shall include, without limitation, indemnification for any Cost imposed 
     on the Agent under the Inter-Creditor Agreement.

     (l) In performing its duties as aforesaid, the Agent is acting as an 
     agent for the Holders and Beneficial Holders and is not acting in its 
     capacity as Trustee or fiduciary hereunder. In furtherance and not in 
     limitation of any provision of this Section 6.13, neither the Trustee 
     nor the Agent shall have any responsibility for or duty to determine (i) 
     the identity or eligibility of any Person as a Holder, Beneficial 
     Holder, or Eligible Holder, (ii) the irrevocable nature of any deposit 
     hereunder, (iii) the amount of the Purchase Event Price or (iv) the 
     effectiveness under the Inter-Creditor Agreement of any Acceptance 
     Notice or delivery of payment thereunder, or (v) the adequacy of 
     consideration, or lack thereof, to the Holders for the Purchase Event 
     Price. Neither the Trustee nor the Agent shall have any duty or 
     responsibility to any Person with respect to the disclosure of any 
     information concerning the Senior Secured Debentures and the Senior 
     Debentures Security to any Holder or Beneficial Holder.

     (m)  In no event shall the Agent be liable to any Person for special,
     indirect or consequential damages of any nature whatsoever.

     (n) The Subscribing Holders who in the aggregate are entitled to buy at
     least 51% of the Senior Position based on their pro rata share of
     subscriptions held by the Agent as at the Initial Deposit Date may, without
     notice, but with the consent of the Trustee and the Agent, in their sole
     discretion, amend the foregoing timetable and procedures so as to give
     effect to the delivery of an Acceptance Notice in accordance with the terms
     of the Inter-Creditor Agreement.

25.  Section 7.05 of the Indenture is hereby deleted and the following
     substituted therefore:

          "If a Default or an Event of Default occurs and is continuing, the 
          Trustee shall mail to each Noteholder notice of the uncured 
          Default or Event of Default within 30 days after the later of the 
          date such Default, or Event of Default occurs or the date on which 
          the Trustee shall have received written notice of such Default or 
          Event of Default from the Company or any of the Holders, unless a 
          Trust Officer has actual knowledge of any such event, in which 
          case, such notice shall be given within 30 days of such actual 
          knowledge being obtained. Except in the case of a Default or an 
          Event of Default in payment of principal of, or interest on, any 
          Note, including an accelerated payment and the failure to make 
          payment on the Change of Control Payment Date pursuant to a Change 
          of Control Offer or on the Proceeds Purchase Date pursuant to a Net 
          Proceeds Offer and, except in the case of a failure to comply with 
          Article V hereof, a Default or Event of Default that also is a 
          Purchase Event, the Trustee may withhold the notice if and so long 
          as its Board of Directors, the executive committee of its Board of 
          Directors or a committee of its directors and/or Trust Officers in 
          good faith determines that withholding the notice is in the 
          interest of the Noteholders."

<PAGE>
                                       -35-

26.  (a)  Section 7.07 of the Indenture is hereby amended and supplemented by
     adding the following new paragraphs before the penultimate paragraph
     thereof as follows:

          "In furtherance and not in limitation of anything provided in this 
          Section 7.07 or otherwise in the Indenture, the Company shall pay 
          reasonable compensation, in accordance with this Section 7.07, to 
          the Trustee and its agents, together with the fees and expenses of 
          counsel to the Trustee or any agent, for their services under or in 
          connection with the Inter-Creditor Agreement (including for 
          purposes of this Section 7.07, any other or successor 
          inter-creditor agreements hereunder) and any Security Document. The 
          Company shall indemnify, in accordance with this Section 7.07, the 
          Trustee and its agents and employees, stockholders, directors and 
          officers for, and hold them harmless against, any and all claims, 
          damages, demands, expenses, liabilities, charges and taxes of any 
          character or nature whatsoever relating to this Indenture, the 
          Notes, such Inter-Creditor Agreement or the Security Documents; the 
          administration of the Trustee's or any agent's duties hereunder or 
          under the Inter-Creditor Agreement or the Security Documents; the 
          condition, occupancy, use, possession, conduct or management of or 
          any work done in or about any of the assets or property of the 
          Company or the planning, design, construction, rehabilitation or 
          improvement of any such assets or property, subject only in each 
          case to the exception in the second paragraph of this Section 7.07 
          for actions caused by the negligence, bad faith or willful 
          misconduct of the Trustee or any agent; or for any untrue statement 
          or alleged untrue statement of any material fact or omission or 
          alleged omission to state a material fact necessary to make the 
          statements made in any statement, information or material furnished 
          by or on behalf of the Company to the Trustee or any other Person, 
          including without limitation, to any Holder of the Notes or in 
          connection with any information included in any solicitation of 
          consents of Holders to any amendment, supplement or waiver of or in 
          connection with this Indenture, the Inter-Creditor Agreement or the 
          Security Documents. The Company and the Holders hereby acknowledge 
          the Trustee, its agents, employees, stockholders, directors and 
          officers have not participated in the preparation or dissemination 
          of any such statement, information, material or solicitation. The 
          Trustee makes no representation or warranty, express or implied, as 
          to the title, value, design, compliance with specifications of 
          legal requirements, quality, durability, operation, condition, 
          merchantability or fitness for any particular purpose for any of 
          the property, assets or undertakings of the Company now or 
          hereafter subject to any Security Document. In no event shall the 
          Trustee be liable for incidental, indirect, special or 
          consequential damages to any Person in connection with or arising 
          from the existence or use of any such property, assets or 
          undertakings; and

<PAGE>

                                    -36-


     (b)  References to the "Trustee" in Section 7.07 shall include the 
          Trustee's agents and any Collateral Agent and the penultimate 
          paragraph of Section 7.07 is amended to add "including without 
          limitation pursuant to the Security Documents", after the word 
          "Trustee" in the third line thereof.

27.  Article 7 of the Indenture is hereby amended by adding at the end 
     thereof the following section, which shall read in its entirety as follows:

     "SECTION 7.12 CO-COLLATERAL TRUSTEE, SEPARATE COLLATERAL TRUSTEE,
     COLLATERAL AGENTS

     (1)  If at any time or times it shall be necessary or prudent in order 
          to conform to any law of any jurisdiction in which any of the 
          Collateral shall be located, or to avoid any violation of law or 
          the imposition on the Trustee of taxes by such jurisdiction not 
          otherwise imposed on the Trustee, or the Company or the Trustee 
          shall be advised by an Opinion of Counsel, that it is necessary or 
          prudent in the interest of the Noteholders or the Holders of a 
          majority in principal amount of the outstanding Notes shall, in 
          writing, so request the Trustee, or the Trustee shall deem it 
          desirable for its own protection in the performance of its duties 
          hereunder or under any Security Document, then the Company shall 
          appoint a Collateral Agent and the Company, and any Guarantor and, 
          if necessary, the Trustee shall execute and deliver all 
          instruments and agreements necessary or proper to constitute 
          another bank or trust company, or one or more Persons approved by 
          the Company to act as Collateral Agent, co-collateral trustee or 
          co-collateral trustees of all of or any of the Collateral under 
          this Indenture or under any of the Security Documents, jointly 
          with the Trustee originally named herein or therein or any 
          successor Trustee, or to act as separate collateral Trustee or 
          Collateral Agent of any of the Collateral or to act as co-trustee 
          hereunder. If the Company or Guarantor has not joined in the 
          execution of such instruments and agreements within 10 days after 
          it receives a written request from the Trustee to do so or if a 
          Default or Event of Default exists, the Trustee may act under the 
          foregoing provisions of this Section 7.12 (1) without the 
          concurrence of the Company or Guarantor and execute and deliver 
          such instruments and agreements on behalf of the Company or such 
          Guarantor. The Company and any Guarantor hereby appoints the 
          Trustee as its agent and attorney-in-fact in either of such 
          contingencies. The Company has appointed the initial Collateral 
          Agent and has agreed to compensate and indemnify such Collateral 
          Agent in accordance with Section 7.07.

     (2)  Every separate Collateral Agent and collateral trustee and every 
          co-collateral trustee, other than any successor Trustee appointed 
          pursuant to Section 7.08 of this Indenture, shall, to the extent 
          permitted by law, be appointed and act and be such, subject to the 
          following provisions and conditions:

          (a)  all rights, powers, duties and obligations conferred upon the 
               Trustee in respect of the custody, control and management of 
               moneys, papers, or securities shall be exercised solely


<PAGE>

                                    -37-


               by the Trustee or any Collateral Agent appointed in accordance
               with this Section 7.12;


          (b)  all rights, powers, duties and obligations conferred or imposed
               upon the Trustee hereunder and under the relevant Security
               Documents shall be conferred or imposed and exercised or
               performed by the Trustee and such Collateral Agent, separate
               collateral trustee or separate collateral trustees or 
               co-collateral trustee or co-collateral trustees, jointly, as 
               shall be provided in the instrument appointing such Collateral 
               Agent, separate collateral trustee or separate collateral
               trustees or co-collateral trustee or co-collateral trustees,
               except to the extent that under any law of any jurisdiction in
               which any particular act or acts are to be performed, the
               Trustee shall be incompetent or unqualified to perform such act
               or acts, or unless the performance of such act or acts would
               result in the imposition of any tax on the Trustee which would
               not be imposed absent such joint act or acts, in which event such
               rights, powers, duties and obligations shall be exercised and 
               performed by such Collateral Agent, separate collateral trustee 
               or co-collateral trustees;

          (c)  no power given hereby or by the relevant Security Documents 
               to, or which it is provided herein or therein may be exercised 
               by, any such Collateral Agent, co-collateral trustee or 
               co-collateral trustees or separate collateral trustee or 
               separate collateral trustees, shall be exercised hereunder or 
               thereunder by such Collateral Agent, co-collateral trustee or 
               co-collateral trustees except jointly with, or with the 
               consent in writing of, the Trustee, anything contained herein 
               to the contrary notwithstanding; 

          (d)  no collateral trustee (including, without limitation, the 
               Trustee) or Collateral Agent hereunder shall be personally 
               liable by reason of any act or omissions of any other 
               collateral trustee or Collateral Agent hereunder;

          (e)  the Trustee, at any time by an instrument in writing, may 
               accept the resignation of or remove any such Collateral Agent, 
               separate collateral trustee or co-collateral trustees or 
               co-trustee and, in that case by an instrument in writing, may 
               appoint a successor to such Collateral Agent, separate 
               collateral trustee or co-collateral trustees, as the case may 
               be, anything contained herein to the contrary notwithstanding. 
               If the Company or any Guarantor has not joined in the 
               execution of any such instrument within 10 days after it 
               receives a written request from the Trustee to do so, or if a 
               Default or Event of Default then exists, the Trustee shall 
               have the power to accept the resignation of 


<PAGE>

                                     -38-

               or remove any such Collateral Agent, separate collateral 
               trustee or co-collateral trustees and to appoint a successor 
               without the concurrence of the Company or any Guarantor. The 
               Company and any Guarantor hereby appoint the Trustee its agent 
               and attorney-in-fact to act for it in such connection in such 
               contingency. If the Trustee shall have appointed a Collateral 
               Agent, separate collateral trustee, collateral trustees or 
               co-collateral trustee or co-collateral trustees or co-trustee 
               as above provided, the Trustee may at any time, by an 
               instrument in writing, accept the resignation of or remove any 
               such Collateral Agent, separate collateral trustee, 
               co-collateral trustees or co-trustee and the successor to any 
               such Collateral Agent, separate collateral trustee, 
               co-collateral trustees or co-trustee shall be appointed by the 
               Trustee alone pursuant to this Subsection 7.12(e); and

          (f)  The Trustee shall have no duty to compensate or indemnify any 
               Collateral Agent, separate collateral trustee, co-collateral 
               trustee or co-trustee appointed hereunder. The Trustee shall 
               not be liable or responsible for any Collateral Agent 
               appointed by it with due care hereunder. 

     "SECTION 7.13 COSTS OF ENFORCEMENT

     Each of the Company and its Restricted Subsidiaries shall reimburse the 
     Trustee and the Collateral Agent or, if applicable the Holders, on 
     demand for all costs of realization (which for the purposes hereof shall 
     include any loans or advances made by the Trustee, Collateral Trustee or 
     a Holder to a Custodian) and other costs and expenses (including legal 
     fees and expenses) incurred by the Trustee and the Collateral Agent or, 
     if applicable the Holders or a Custodian in connection with the 
     realization, disposition of, retention, protection or collection of any 
     of the Collateral and the protection, preservation, or enforcement of 
     the rights, remedies and powers of the Trustee and the Collateral Agent 
     or, if applicable the Holders, or any Custodian. All amounts for which 
     the Company or any Restricted Subsidiary is required under this Section 
     7.13, Section 7.07 or otherwise under this Indenture to reimburse or pay 
     to the Trustee and the Collateral Agent or, if applicable the Holders or 
     any Custodian shall, from the date of disbursement until the date of 
     payment, be deemed to be an Obligation under this Indenture that is 
     secured under the Security Documents and shall bear interest at the 
     highest rate per annurn charged hereunder on any of the Obligations 
     under this Indenture. Nothing herein shall affect, impair or limit the 
     Trustee's and any Collateral Agent's rights under Section 6.10 or 
     Section 7.07.

28.  Section 9.01 of the Indenture is hereby amended by inserting a comma 
     after word "Indenture" wherever it appears therein and thereafter adding 
     the words "Security Documents, the Inter-Creditor Agreement".


<PAGE>

                                     -39-

29.  Section 9.02 of the Indenture is hereby amended by inserting a comma 
     after the word "Indenture" wherever it appears therein and, in each 
     case, thereafter adding the words "Security Documents, the 
     Inter-Creditor Agreement". 

30.  Article 11 of the Indenture is hereby amended by deleting in its 
     entirety section 11.04 thereof.

31.  Section 11.06 shall be amended

     (i)  by adding at the end of the first sentence of clause (a) thereof the
          following:

          "provided however that the Company or such other Guarantor, as 
          applicable, shall confirm (i) that it is and continues to be bound 
          by and shall covenant and agree to perform the obligations of the 
          Guarantor in respect of the Indenture and the Notes; (ii) that the 
          property, assets and undertaking so conveyed to the Company or such 
          other Guarantor, as applicable, are subject to the Noteholder Liens 
          or the Kemess Newco Liens, as applicable, which Liens remain in 
          full force and effect and secure the said Obligations of such other 
          Guarantor and the Company; and (iii) such other Guarantor or the 
          Company, as applicable, shall grant to the Trustee or the 
          Collateral Agent a Lien in all of its property, assets and 
          undertaking, including the assets transferred as aforesaid, which 
          Lien will be In Agreed Form and will secure the payment and 
          performance by such other Guarantor or the Company, of its 
          obligations in respect of the Indenture and the Notes."

     (ii) and by inserting after the word "property" and before the "," at 
          the end of subparagraph (b) (ii) the following:

          "and such corporation shall acknowledge and confirm that the 
          property, assets and undertaking of the Guarantor that it has 
          assumed are subject to the Noteholders Liens and the Kemess Newco 
          Liens, as applicable, which Liens are and continue to be 
          enforceable as security for the obligations of the Company under 
          the Indenture and the Notes and such successor corporation shall 
          grant to the Trustee or the Collateral Agent a Lien on all of its 
          property, assets and undertaking, which Lien will be In Agreed Form 
          and will secure the payment and performance by such successor 
          corporation of such assumed obligations."

32.  The Indenture is hereby amended by adding thereto Exhibits E through I in
     the forms annexed to this Fourth Supplemental Indenture.

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


<PAGE>

                                    -40-


34.  The Fourth Supplemental Indenture is entered into, and the amendments and
     supplements contained herein are made, pursuant to the provisions of 
     Sections 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, 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 Fourth 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" and including such other matters as are requested by the Trustee; 
     whereupon this Fourth Supplemental Indenture, including as a part 
     thereof, the Inter-Creditor Agreement (with the exception of Section 3.5 
     which shall bind only the Holders of Notes that execute Consents with 
     respect thereto), shall be binding upon each Holder of Notes.

35.  The Company hereby represents and warrants that:

     (a)  The execution, delivery and performance by the Company of this 
          Fourth Supplemental Indenture, the Inter-Creditor Agreement and the 
          Security  Documents have been duly authorized by all necessary 
          corporate action on the part of the Company; and this Fourth 
          Supplemental Indenture, the Inter-Creditor Agreement and the 
          Security Documents have been duly executed and delivered by the 
          Company and constitute valid and binding obligations of the 
          Company, enforceable against the Company in accordance with their 
          terms, subject to bankruptcy, insolvency, fraudulent transfer, 
          reorganization, moratorium and similar laws of general 
          applicability now or hereafter in effect relating to or affecting 
          creditors' rights and to general equity principles. 

     (b)  The execution, delivery and performance by the Company of this 
          Fourth Supplemental Indenture, the Inter-Creditor Agreement and the 
          Security Documents do 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 together with all such other matters as the Trustee and 
          the Proposing Noteholders (as defined in the Letter Agreement) may 
          reasonably require in connection with the execution and delivery of 
          the Fourth Supplemental Indenture, the Inter-Creditor Agreement and 
          the Security Documents and in paragraph 


<PAGE>

                                    -41-


          one of the Letter Agreement and to the effect set forth in 
          paragraph 34 hereof and Section 4A.11 of the Indenture and 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, this Fourth Supplemental Indenture and the 
          Inter-Creditor Agreement comply with the TIA (as defined in the 
          Indenture) as in effect on the date thereof.

     (d)  The Company is not, and will not as a result of entering into the 
          Inter-Creditor Agreement, the Royalty Debenture, the Senior Secured 
          Debentures, any inter-creditor agreement in respect of Existing 
          Hedge Indebtedness and the Permitted Liens described in clause 
          (vii)(a) of the definition of Permitted Liens, be in default of its 
          covenants under Section 4.14 of the Indenture. 

36.  For purposes of this Fourth 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 or the 
     Collateral Agent'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 the recitals, statements, 
     representations and warranties of the Company, in this Fourth 
     Supplemental Indenture, in any Note (other than the Trustee's 
     authentication thereof), any solicitation or consents by the Company of 
     Holders to this Fourth Supplemental Indenture, the Inter-Creditor 
     Agreement (except as otherwise expressly provided in the Inter-Creditor 
     Agreement) or the Security Documents, 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 Governing Body, or for the 
     validity, sufficiency, effectiveness, adequacy or priority, as 
     applicable, of this Fourth Supplemental Indenture, the Inter-Creditor 
     Agreement (except, as otherwise expressly provided in Section 8.1 of the 
     Inter-Creditor Agreement) or the Security Documents 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 indemnify and hold the Trustee, the 
     Collateral Agent, their agents, employees, stockholders, directors and 
     officers harmless pursuant to Section 7.07 of the indenture, as amended 
     and supplemented in paragraph 26 hereof.

37.  The Holders, by their Consents to this Fourth Supplemental Indenture, the 
     Inter-Creditor Agreement and the Security Documents, hereby instruct the 
     Trustee to waive any and all existing Defaults and Events of Default, 
     known or unknown to the Trustee, under the Indenture and authorize the 
     Trustee to exercise the standard of care in entering into this Fourth 
     Supplemental Indenture as described in Section 7.01 (b) (but not 7.01 
     (a)) of the indenture. The Holders further hereby acknowledge and 
     confirm that the Trustee has made no statements, representations or 
     warranties to any Holder in connection with the 


<PAGE>

                                    -42-


     solicitation of such Holders' Consents, 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 Proposing 
     Noteholders have entered into the Letter Agreement directly with the 
     Company, 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 Fourth Supplemental Indenture, 
     the Inter-Creditor Agreement and the Security Documents, and that it is 
     not the intention of such Holders that the Trustee or Collateral Agent 
     shall incur financial or other risk or liability as a result of entering 
     into this Fourth Supplemental Indenture, the Inter-Creditor Agreement or 
     the Security Documents at the request and direction of such Holders. In 
     furtherance and not in limitation hereof, the terms of Article Seven of 
     the Indenture, as amended hereby, are hereby affirmed with respect to the 
     Indenture, the Inter-Creditor Agreement and the Security Documents. The 
     Trustee and the Collateral Agent shall have no duty or responsibility to 
     any Person under the Letter Agreement or under the Consents.

     IN WITNESS WHEREOF, the parties hereto have caused this Fourth 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