Registration Rights Agreement dated May 8, 2003



 Execution Draft 
  
 WMC Finance (USA) Limited 
  
 5.125% Guaranteed Notes Due 2013 
  
 6.250% Guaranteed Notes Due 2033 
  
 REGISTRATION RIGHTS AGREEMENT 
  
 New York, New York 
 May 8, 2003 
  
 Citigroup Global Markets Inc. 
 J.P. Morgan Securities Inc. 
 As Representatives of the Initial Purchasers 
 c/o Citigroup Global Markets Inc. 
 388 Greenwich Street 
 New York, New York 10013 
  
 Dear Sirs: 
  
 WMC Finance (USA)
Limited (ACN 061 718 198), a corporation organized under the laws of the Commonwealth of Australia (the “Issuer”), proposes to issue and sell to certain purchasers (the “Initial Purchasers”), upon the terms set forth in a
purchase agreement of even date herewith (the “Purchase Agreement”) its 5.125% Guaranteed Notes Due 2013 and its 6.250% Guaranteed Notes Due 2033, collectively, (the “Securities”), to be guaranteed by WMC Resources Ltd (ABN 76
004 184 598), a corporation duly organized and existing under the laws of the Commonwealth of Australia (the “Parent Guarantor” and together with the Issuer, the “Company”) and WMC (Olympic Dam Corporation) Pty Ltd and WMC
Fertilizers Pty Ltd, corporations duly organized and existing under the laws of the Commonwealth of Australia (together, the “Subsidiary Guarantors”) relating to the initial placement of the Securities (the “Initial Placement”).
To induce the Initial Purchasers to enter into the Purchase Agreement and to satisfy a condition of your obligations thereunder, the Company agrees with you for the benefit of the holders from time to time of the Securities (including the Initial
Purchasers) (each a “Holder” and, together, the “Holders”), as follows: 
  
 1. Definitions. Capitalized terms used herein without definition shall have their respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following capitalized defined terms
shall have the following meanings: 
  
 “Act” shall mean
the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. 
  
 “Affiliate” of any specified Person shall mean any other Person that, directly or indirectly, is in control of, is controlled by, or is under
common control with, such specified Person. For purposes of this definition, control of a Person shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether by contract or
otherwise; and the terms “controlling” and “controlled” shall have meanings correlative to the foregoing. 







 “Broker-Dealer” shall mean any broker or dealer registered as such under the Exchange Act.

  
 “Business Day” shall mean any day other than a
Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City, Melbourne, Australia, or Luxembourg. 
  
 “Commission” shall mean the Securities and Exchange Commission.

  
 “Exchange Act” shall mean the Securities Exchange
Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. 
  
 “Exchange Offer Registration Period” shall mean the period following the consummation of the Registered Exchange Offer and ending on the earlier
of the expiration of the 180th day after the Registered Exchange Offer has been completed or such time as any
Exchanging Dealers no longer own any Securities, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement. 
  
 “Exchange Offer Registration Statement” shall mean a registration
statement of the Company on an appropriate form under the Act with respect to the Registered Exchange Offer, all amendments and supplements to such registration statement, including post-effective amendments thereto, in each case including the
Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. 
  
 “Exchanging Dealer” shall mean any Holder (which may include any Initial Purchaser) that is a Broker-Dealer and elects to exchange for New
Securities any Securities that it acquired for its own account as a result of market-making activities or other trading activities (but not directly from the Company or any Affiliate of the Company) for New Securities. 
  
 “Final Memorandum” shall have the meaning set forth in the Purchase
Agreement. 
  
 “Holder” shall have the meaning set forth
in the preamble hereto. 
  
 “Indenture” shall mean the
Indenture relating to the Securities, dated as of May 8, 2003, between the Company and The Bank of New York, as trustee, as the same may be amended or supplemented from time to time in accordance with the terms thereof. 
  
 “Initial Placement” shall have the meaning set forth in the
preamble hereto. 
  
 “Initial Purchaser” shall have the
meaning set forth in the preamble hereto. 
  
 “Losses”
shall have the meaning set forth in Section 6(d) hereof. 
  
 “Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of Securities registered under a Registration Statement. 
  
 “Managing Underwriters” shall mean the investment banker or investment bankers and manager or managers that shall
administer an underwritten offering. 
  

 2 








 “New Securities” shall mean debt securities of the Company identical in all material respects
to the Securities (except that the cash interest and interest rate step-up provisions and the transfer restrictions shall be modified or eliminated, as appropriate) and to be issued under the Indenture or the New Securities Indenture. 
  
 “New Securities Indenture” shall mean an indenture between the
Company and the New Securities Trustee, identical in all material respects to the Indenture (except that the cash interest and interest rate step-up provisions will be modified or eliminated, as appropriate). 
  
 “New Securities Trustee” shall mean a bank or trust company
reasonably satisfactory to the Initial Purchasers, as trustee with respect to the New Securities under the New Securities Indenture. 
  
 “Prospectus” shall mean the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of
any portion of the Securities or the New Securities covered by such Registration Statement, and all amendments and supplements thereto and all material incorporated by reference therein. 
  
 “Purchase Agreement” shall have the meaning set forth in the preamble hereto. 
  
 “Registered Exchange Offer” shall mean the proposed offer of the
Company to issue and deliver to the Holders of the Securities that are not prohibited by any law or policy of the Commission from participating in such offer, in exchange for the Securities, a like aggregate principal amount of the New Securities.

  
 “Registration Statement” shall mean any Exchange
Offer Registration Statement or Shelf Registration Statement that covers any of the Securities or the New Securities pursuant to the provisions of this Agreement, any amendments and supplements to such registration statement, including
post-effective amendments (in each case including the Prospectus contained therein), all exhibits thereto and all material incorporated by reference therein. 
  
 “Securities” shall have the meaning set forth in the preamble hereto. 
  
 “Shelf Registration” shall mean a registration effected pursuant to Section 3 hereof. 
  
 “Shelf Registration Period” has the meaning set forth in Section
3(b) hereof. 
  
 “Shelf Registration Statement” shall
mean a “shelf” registration statement of the Company pursuant to the provisions of Section 3 hereof which covers some or all of the Securities or New Securities, as applicable, on an appropriate form under Rule 415 under the Act, or any
similar rule that may be adopted by the Commission, amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material
incorporated by reference therein. 
  

 3 








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

  
 “underwriter” shall mean any underwriter of
Securities in connection with an offering thereof under a Shelf Registration Statement. 
  
 2. Registered Exchange Offer. (a) Subject to Section 3 below, the Company shall prepare and, not later than 90 days following the date of the original issuance of the Securities (or if such 90th day is not a
Business Day, the next succeeding Business Day), shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall use its reasonable best efforts to cause the Exchange Offer
Registration Statement to become effective under the Act within 180 days of the date of the original issuance of the Securities (or if such 180th day is not a Business Day, the next succeeding Business Day). 
  
 (b) Upon the effectiveness of the Exchange Offer Registration Statement, the
Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of the
Company, acquires the New Securities in the ordinary course of such Holder’s business, has no arrangements with any Person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission
from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial
proportion of the several states of the United States. 
  
 (c) In
connection with the Registered Exchange Offer, the Company shall: 
  
 (i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; 
  
 (ii) keep the Registered Exchange Offer open for at least 30
Business Days after the date notice thereof is mailed to the Holders (or longer if required by applicable law); 
  
 (iii) use its reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented
and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period; 
  
 (iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough
of Manhattan in New York City; 
  
 (v) permit
Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open; and 
  
 (vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to
the Commission (A) stating that the Company is conducting the Registered Exchange Offer in reliance on the position of 
  

 4 








 the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Morgan Stanley
and Co., Inc. (pub. avail. June 5, 1991), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (B) including a representation that the Company has not entered into any
arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Company’s information and belief, each Holder participating in the Registered Exchange
Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities. 
  
 (d) As soon as practicable after the close of the Registered Exchange Offer, the Company shall: 
  
 (i) accept for exchange all Securities tendered and not
validly withdrawn pursuant to the Registered Exchange Offer; 
  
 (ii) deliver to the Trustee for cancellation in accordance with Section 4(s) all Securities so accepted for exchange; and 
  
 (iii) cause the New Securities Trustee promptly to authenticate and deliver to each Holder of Securities a principal amount of New
Securities equal to the principal amount of the Securities of such Holder so accepted for exchange. 
  
 (e) Each Holder is hereby deemed to acknowledge and agree that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in
a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital
Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery
requirements of the Act in connection with any secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under
the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall
be required to represent to the Company that, at the time of the consummation of the Registered Exchange Offer: 
  
 (i) any New Securities received by such Holder will be acquired in the ordinary course of business; 
  
 (ii) such Holder will have no arrangement or understanding
with any Person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and 
  
 (iii) such Holder is not an Affiliate of the Company. 
  
 (f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect
to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Company shall 
  

 5 








 issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration
Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Company shall use its best efforts to cause the CUSIP Service Bureau to issue the same CUSIP
number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer. 
  
 3. Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company
determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Registered Exchange Offer is not consummated within 240 days of the
date hereof; (iii) any Initial Purchaser so requests with respect to Securities constituting any portion of an unsold allotment that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it
following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer; or (v) in the case of any Initial Purchaser that participates in the
Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being
understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such
Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in
exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company shall effect a Shelf Registration Statement in
accordance with subsection (b) below. 
  
 (b) (i) The Company
shall as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 3), file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective under the
Act a Shelf Registration Statement relating to the offer and sale of the Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth
in such Shelf Registration Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be
bound by all of the provisions of this Agreement applicable to such Holder and completes the questionnaire attached to Annex E hereto and a Notice of Transfer in the form of Annex F hereto; and provided further, that with respect to New Securities
received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange
Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of its obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement,
as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. 
  

 6 








 (ii) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement
continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration Statement is declared effective by
the Commission or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement (in any such case, such
period being called the “Shelf Registration Period”). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any
action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless (A) such action is required by applicable law; or (B) such action is taken by the Company in good faith and
for valid business reasons (not including avoidance of the Company’s obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(k) hereof,
if applicable. 
  
 (iii) The Company shall cause the Shelf
Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply in all material respects with the applicable
requirements of the Act and the rules and regulations of the Commission; and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading. 
  
 4. Additional Registration Procedures. In connection with any Shelf Registration Statement and, to the extent applicable, any Exchange Offer Registration Statement, the following provisions shall apply.

  
 (a) The Company shall: 
  
 (i) furnish to you, not less than five Business Days prior
to the filing thereof with the Commission, a copy of any Shelf Registration Statement, and each amendment thereof and each amendment or supplement, if any, to the Prospectus included therein (including all documents incorporated by reference therein
after the initial filing) and shall use its reasonable best efforts to reflect in each such document, when so filed with the Commission, such comments as reasonably propose; 
  
 (ii) furnish to each Exchanging Dealer (including, if applicable, you), not less than five Business Days
prior to the filing thereof with the Commission, a copy of any Exchange Offer Registration Statement, and each amendment thereof and each amendment or supplement, if any, to the Prospectus included therein (including all documents incorporated by
reference therein after the initial filing) and shall use its reasonable best efforts to reflect in each such document, when so filed with the Commission, such comments as each such Exchanging Dealer may reasonably propose; 
  
 (iii) include the information set forth in Annex A hereto on
the facing page of the Exchange Offer Registration Statement, in Annex B hereto in the forepart of the Exchange Offer Registration Statement in a section setting forth details of the Exchange Offer, in Annex C hereto in the underwriting or plan of
distribution section of the Prospectus contained in the Exchange Offer Registration Statement, and 
  

 7 








 in Annex D hereto in the letter of transmittal delivered pursuant to the Registered Exchange Offer;

  
 (iv) if requested by an Initial Purchaser and
permitted by current interpretations by the Commission’s staff, include the information required by Item 507 or 508 of Regulation S-K, as applicable, in the Prospectus contained in the Exchange Offer Registration Statement; and 
  
 (v) in the case of a Shelf Registration Statement, include
the names of the Holders that have completed the Questionnaire attached hereto as Annex E that propose to sell Securities pursuant to the Shelf Registration Statement as selling security holders. 
  
 (b) The Company shall ensure that: 
  
 (i) any Registration Statement and any amendment thereto and
any Prospectus forming part thereof and any amendment or supplement thereto complies in all material respects with the Act and the rules and regulations thereunder; and 
  
 (ii) any Registration Statement and any amendment thereto does not, when it becomes effective, contain an
untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. 
  

(c) The Company shall advise you, if applicable, the Holders of Securities covered by any Shelf Registration Statement and any Exchanging Dealer under
any Exchange Offer Registration Statement that has provided in writing to the Company a telephone or facsimile number and address for notices, and, if requested by you or any such Holder or Exchanging Dealer, shall confirm such advice in writing
(which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend the use of the Prospectus until the Company shall have remedied the basis for such suspension): 
  
 (i) when a Registration Statement and any amendment thereto
has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective; 
  
 (ii) of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for additional
information; 
  
 (iii) of the issuance by the
Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; 
  
 (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the securities included
therein for sale in any jurisdiction or the initiation of any proceeding for such purpose; and 
  
 (v) of the happening of any event that requires any change in the Registration Statement or the Prospectus so that, as of such date, the
statements therein are not misleading and do not omit to state a material fact required to be stated 
  

 8 








 therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the
circumstances under which they were made) not misleading 
  
 (d)
The Company shall use its best efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement or the qualification of the securities therein for sale in any jurisdiction at the earliest possible time.

  
 (e) The Company shall furnish to each Holder of Securities
covered by any Shelf Registration Statement, without charge, at least one copy of such Shelf Registration Statement and any post-effective amendment thereto, including all material incorporated therein by reference, and, if the Holder so requests in
writing, all exhibits thereto (including exhibits incorporated by reference therein). 
  
 (f) The Company shall, during the Shelf Registration Period, deliver to each Holder of Securities covered by any Shelf Registration Statement, without charge, as many copies of the Prospectus (including each
preliminary Prospectus) included in such Shelf Registration Statement and any amendment or supplement thereto as such Holder may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by each of
the selling Holders of securities in connection with the offering and sale of the securities covered by the Prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement. 
  
 (g) The Company shall furnish to each Exchanging Dealer which so requests,
without charge, at least one copy of the Exchange Offer Registration Statement and any post-effective amendment thereto, including all material incorporated by reference therein, and, if the Exchanging Dealer so requests in writing, all exhibits
thereto (including exhibits incorporated by reference therein). 
  
 (h) The Company shall promptly deliver to each Initial Purchaser, each Exchanging Dealer and each other Person required to deliver a Prospectus during the Exchange Offer Registration Period, without charge, as many copies of the Prospectus
included in such Exchange Offer Registration Statement and any amendment or supplement thereto as any such Person may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by any Initial
Purchaser, any Exchanging Dealer and any such other Person that may be required to deliver a Prospectus following the Registered Exchange Offer in connection with the offering and sale of the New Securities covered by the Prospectus, or any
amendment or supplement thereto, included in the Exchange Offer Registration Statement. 
  
 (i) Prior to the Registered Exchange Offer or any other offering of Securities pursuant to any Registration Statement, the Company shall arrange, if necessary, for the qualification of the Securities or the New
Securities for sale under the laws of such jurisdictions as any Holder shall reasonably request and will maintain such qualification in effect so long as required; provided that in no event shall the Company be obligated to qualify to do business in
any jurisdiction where it is not then so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the Initial Placement, the Registered Exchange Offer or any offering pursuant to a Shelf
Registration Statement, in any such jurisdiction where it is not then so subject. 
  
 (j) The Company shall cooperate with the Holders of Securities to facilitate the timely preparation and delivery of certificates representing New Securities or 
  

 9 








 Securities to be issued or sold pursuant to any Registration Statement free of any restrictive legends and in such
denominations and registered in such names as Holders may request. 
  
 (k) Upon the occurrence of any event contemplated by subsections (c)(ii) through (v) above, the Company shall promptly prepare a post-effective amendment to the applicable Registration Statement or an amendment or supplement to the related
Prospectus or file any other required document so that, as thereafter delivered to Initial Purchasers of the securities included therein, the Prospectus will not include an untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading provided, however, that if, upon advice of counsel to the Company, any such amendment or supplement would require
additional disclosure of material non-public information by the Company or its subsidiaries as to which, and so long as, the Company or its subsidiaries have a bona fide business purpose in preserving its confidentiality, the Company may
postpone the filing with the Commission such amendment or supplement until such time that such bona fide business purpose in preserving its confidentiality no longer exists and provided, further, that any such delay in filing any such
amendment or supplement shall not be deemed to be a default in the Company’s registration obligations under this Agreement. In such circumstances, the period of effectiveness of the Exchange Offer Registration Statement provided for in Section
2 and the Shelf Registration Statement provided for in Section 3(b) shall each be extended by the number of days from and including the date of the giving of a notice of suspension pursuant to Section 4(c) to and including the date when the Initial
Purchasers, the Holders of the Securities and any known Exchanging Dealer shall have received such amended or supplemented Prospectus pursuant to this Section. 
  

(l) Not later than the effective date of any Registration Statement, the Company shall provide a CUSIP number for the Securities or the New Securities,
as the case may be, registered under such Registration Statement and provide the Trustee with printed certificates for such Securities or New Securities, in a form eligible for deposit with The Depository Trust Company. 
  
 (m) The Company shall comply with all applicable rules and regulations of the
Commission and shall make generally available to its security holders as soon as practicable after the effective date of the applicable Registration Statement an earnings statement satisfying the provisions of Section 11(a) of the Act. 

 
 (n) The Company shall cause the Indenture or the New Securities Indenture,
as the case may be, to be qualified under the Trust Indenture Act in a timely manner. 
  
 (o) The Company may require each Holder of securities to be sold pursuant to any Shelf Registration Statement to (i) complete the Questionnaire attached hereto as Annex E hereto and a Notice of Transfer in the form of
Annex F hereto and (ii) furnish to the Company such information regarding the Holder and the distribution of such securities as the Company may from time to time reasonably require for inclusion in such Registration Statement. The Company may
exclude from such Shelf Registration Statement the Securities of any Holder that unreasonably fails to furnish such Questionnaire and Notice of Transfer and such other information within a reasonable time after receiving such request. 
  
 (p) In the case of any Shelf Registration Statement, the Company shall enter
into such arrangements and take all other appropriate actions (including if requested an 
  

 10 








 underwriting agreement in customary form) in order to expedite or facilitate the registration or the disposition of the
Securities, and in connection therewith, if an underwriting agreement is entered into, cause the same to contain indemnification provisions and procedures no less favorable than those set forth in Section 6 (or such other provisions and procedures
acceptable to the Majority Holders and the Managing Underwriters, if any, with respect to all parties to be indemnified pursuant to Section 6). 
  
 (q) In the case of any Shelf Registration Statement, the Company shall: 
  
 (i) make reasonably available all relevant financial and other records, pertinent corporate documents and
properties of the Company and its subsidiaries for inspection by the Holders of Securities to be registered thereunder, any underwriter participating in any disposition pursuant to such Registration Statement, and any attorney, accountant or other
agent retained by the Holders or any such underwriter; 
  
 (ii) cause the Company’s officers, directors and employees to supply all relevant information reasonably requested by the Holders or any such underwriter, attorney, accountant or agent in connection with any such Registration Statement
as is customary for similar due diligence examinations; provided, however, that any information that is designated in writing by the Company, in good faith, as confidential at the time of delivery of such information shall be kept
confidential by the Holders or any such underwriter, attorney, accountant or agent, unless such disclosure is made in connection with a court proceeding or required by law, or such information becomes available to the public generally or through a
third party without an accompanying obligation of confidentiality; 
  
 (iii) make such representations and warranties to the Holders of Securities registered thereunder and the underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in
primary underwritten offerings and covering matters including, but not limited to, those set forth in the Purchase Agreement; 
  
 (iv) at the request of the Managing Underwriters, obtain opinions of counsel to the Company and updates thereof (which counsel and
opinions (in form, scope and substance) shall be reasonably satisfactory to the Managing Underwriters, if any) addressed to each selling Holder and the underwriters, if any, covering such matters as are customarily covered in opinions requested in
underwritten offerings and such other matters as may be reasonably requested by such Holders and underwriters; 
  
 (v) obtain “cold comfort” letters and updates thereof from the independent certified public accountants of the Company (and, if
necessary, any other independent certified public accountants of any subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the Registration
Statement), addressed to each selling Holder of Securities registered thereunder and the underwriters, if any, in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with primary
underwritten offerings; and 
  

 11 








 (vi) at the request of the Managing Underwriters, deliver such documents and certificates
as may be reasonably requested by the Majority Holders and the Managing Underwriters, if any, including those to evidence compliance with Section 4(k) and with any customary conditions contained in the underwriting agreement or other agreement
entered into by the Company. 
  
 The actions set forth in clauses (iii), (iv), (v)
and (vi) of this Section shall be performed at (A) the effectiveness of such Registration Statement and each post-effective amendment thereto; and (B) each closing under any underwriting or similar agreement as and to the extent required thereunder.

  
 (r) In the case of any Exchange Offer Registration Statement,
the Company shall upon the reasonable request of any Initial Purchaser then holding outstanding Securities: 
  
 (i) make reasonably available for inspection by such Initial Purchaser, and any attorney, accountant or other agent retained by such
person, all relevant financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries; 
  
 (ii) cause the Company’s officers, directors and employees to supply all relevant information reasonably requested by such Initial
Purchaser, or any such attorney, accountant or agent in connection with any such Registration Statement as is customary for similar due diligence examinations; provided, however, that any information that is designated in writing by
the Company, in good faith, as confidential at the time of delivery of such information shall be kept confidential by such Initial Purchaser, or any such attorney, accountant or agent, unless such disclosure is made in connection with a court
proceeding or required by law, or such information becomes available to the public generally or through a third party without an accompanying obligation of confidentiality; 
  
 (iii) make such representations and warranties to such Initial Purchaser, in form, substance and scope as
are customarily made by issuers to underwriters in primary underwritten offerings and covering matters including, but not limited to, those set forth in the Purchase Agreement; 
  
 (iv) obtain opinions of counsel to the Company and updates thereof (which counsel and opinions (in form,
scope and substance) shall be reasonably satisfactory to such Initial Purchaser and its counsel addressed to such Initial Purchaser, covering such matters as are customarily covered in opinions requested in underwritten offerings and such other
matters as may be reasonably requested by such Initial Purchaser or its counsel; 
  
 (v) obtain “cold comfort” letters and updates thereof from the independent certified public accountants of the Company (and, if
necessary, any other independent certified public accountants of any subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the Registration
Statement), addressed to such Initial Purchaser in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with primary underwritten offerings, or if requested by such Initial Purchaser,
Exchanging Dealer or its respective counsel 
  

 12 








 in lieu of a “cold comfort” letter, an agreed-upon procedures letter under Statement on
Auditing Standards No. 35, covering matters requested by such Initial Purchaser or its counsel; and 
  
 (vi) deliver such documents and certificates as may be reasonably requested by such Initial Purchaser or its counsel, including those to
evidence compliance with Section 4(k) and with conditions customarily contained in underwriting agreements. 
  
 The foregoing actions set forth in clauses (iii), (iv), (v), and (vi) of this Section shall be performed at the close of the Registered Exchange Offer and the effective date of any post-effective amendment to the
Exchange Offer Registration Statement. 
  
 (s) If a Registered
Exchange Offer is to be consummated, upon delivery of the Securities by Holders to the Company (or to such other Person as directed by the Company) in exchange for the New Securities, the Company shall mark, or caused to be marked, on the Securities
so exchanged that such Securities are being canceled in exchange for the New Securities. In no event shall the Securities be marked as paid or otherwise satisfied. 
  
 (t) The Company will use its reasonable best efforts (i) if the Securities have been rated prior to the initial sale of such
Securities, to confirm such ratings will apply to the Securities or the New Securities, as the case may be, covered by a Registration Statement; or (ii) if the Securities were not previously rated, to cause the Securities covered by a Registration
Statement to be rated with at least one nationally recognized statistical rating agency, if so requested by Majority Holders with respect to the related Registration Statement or by any Managing Underwriters. 
  
 (u) In the event that any Broker-Dealer shall underwrite any Securities or
participate as a member of an underwriting syndicate or selling group or “assist in the distribution” (within the meaning of the Rules of Fair Practice and the By-Laws of the National Association of Securities Dealers, Inc.) thereof,
whether as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, assist such Broker-Dealer in complying with the requirements of such Rules and By-Laws, including,
without limitation, by: 
  
 (i) if such Rules or
By-Laws shall so require, engaging a “qualified independent underwriter” (as defined in such Rules) to participate in the preparation of the Registration Statement, to exercise usual standards of due diligence with respect thereto and, if
any portion of the offering contemplated by such Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such Securities; 
  
 (ii) indemnifying any such qualified independent underwriter
to the extent of the indemnification of underwriters provided in Section 6 hereof; and 
  
 (iii) providing such information to such Broker-Dealer as may be required in order for such Broker-Dealer to comply with the requirements
of such Rules. 
  

 13 








 (iv) The Company shall use its best efforts to take all other steps necessary to effect
the registration of the Securities or the New Securities, as the case may be, covered by a Registration Statement. 
  
 5. Registration Expenses. The Company shall bear all expenses incurred in connection with the performance of its obligations under Sections 2, 3
and 4 hereof and, in the event of any Shelf Registration Statement, will reimburse the Holders for the reasonable fees and disbursements of one firm or counsel designated by the Majority Holders to act as counsel for the Holders in connection
therewith, and, in the case of any Exchange Offer Registration Statement, will reimburse the Initial Purchasers for the reasonable fees and disbursements of counsel acting in connection therewith, if applicable. 
  
 6. Indemnification and Contribution. (a) The Company and the
Subsidiary Guarantors agree to indemnify and hold harmless each Holder of Securities or New Securities, as the case may be, covered by any Registration Statement (including each Initial Purchaser and, with respect to any Prospectus delivery as
contemplated in Section 4(h) hereof, each Exchanging Dealer), the directors, officers, employees and agents of each such Holder and each Person who controls any such Holder within the meaning of either the Act or the Exchange Act against any and all
losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement as originally filed or in any amendment
thereof, or in any preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that neither the Company nor any Guarantor will be liable in any case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company or the Subsidiary Guarantors by or on behalf of any such Holder specifically for
inclusion therein. This indemnity agreement will be in addition to any liability which the Company and the Subsidiary Guarantors may otherwise have. 
  
 The Company and the Subsidiary Guarantors also agree to indemnify or contribute as provided in Section 6(d) to Losses of each any underwriter of
Securities or New Securities, as the case may be, registered under a Shelf Registration Statement, their directors, officers, employees or agents and each Person who controls such underwriter on substantially the same basis as that of the
indemnification of the Initial Purchasers and the selling Holders provided in this Section 6(a) and shall, if requested by any Holder, enter into an underwriting agreement reflecting such agreement, as provided in Section 4(p) hereof. 
  
 (b) Each Holder of securities covered by a Registration Statement (including
each Initial Purchaser and, with respect to any Prospectus delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer) severally agrees to indemnify and hold harmless the Company, each Guarantor, each of their respective directors each
of their respective officers who signs such Registration Statement and each Person who controls the Company or any Guarantor within the meaning of either the Act or the Exchange Act, to 
  

 14 








 the same extent as the foregoing indemnity from the Company and the Subsidiary Guarantors to each such Holder, but only
with reference to written information relating to such Holder furnished to the Company or the Subsidiary Guarantors by or on behalf of such Holder specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity
agreement will be in addition to any liability which any such Holder may otherwise have. 
  
 (c) Promptly after receipt by an indemnified party under this Section 6 or notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying
party under this Section, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it
did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses; and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified
party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the
indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as
set forth below); provided, however, that such counsel shall be satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the
indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying
party to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party; (iii) the indemnifying party
shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize the indemnified party to
employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending
or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement,
compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. 
  
 (d) In the event that the indemnity provided in paragraph (a) or (b) of this Section is unavailable to or insufficient to hold harmless an indemnified
party for any reason, then each applicable indemnifying party shall have a joint and several obligation to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with
investigating or defending same) (collectively “Losses”) to which such indemnified party may be subject in such proportion as is appropriate to reflect the relative benefits received by such indemnifying party, on the one hand, and such
indemnified party, on the other hand, from the Initial Placement and the 
  

 15 








 Registration Statement which resulted in such Losses; provided, however, that in no case shall any Initial
Purchaser or any subsequent Holder of any Security or New Security be responsible, in the aggregate, for any amount in excess of the purchase discount or commission applicable to such Security, or in the case of a New Security, applicable to the
Security that was exchangeable into such New Security, as set forth on the cover page of the Final Memorandum, nor shall any underwriter be responsible for any amount in excess of the underwriting discount or commission applicable to the securities
purchased by such underwriter under the Registration Statement which resulted in such Losses. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the indemnifying party and the indemnified party shall
contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of such indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with the statements or
omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Company and the Subsidiary Guarantors, collectively, shall be deemed to be equal to the sum of (x) the total net proceeds from
the Initial Placement (before deducting expenses) as set forth on the cover page of the Final Memorandum and (y) the total amount of additional interest which the Company was not required to pay as a result of registering the securities covered by
the Registration Statement which resulted in such Losses. Benefits received by the Initial Purchasers shall be deemed to be equal to the total purchase discounts and commissions as set forth on the cover page of the Final Memorandum, and benefits
received by any other Holders shall be deemed to be equal to the value of receiving Securities or New Securities, as applicable, registered under the Act. Benefits received by any underwriter shall be deemed to be equal to the total underwriting
discounts and commissions, as set forth on the cover page of the Prospectus forming a part of the Registration Statement which resulted in such Losses. Relative fault shall be determined by reference to, among other things, whether any alleged
untrue statement or omission relates to information provided by the indemnifying party, on the one hand, or by the indemnified party, on the other hand, the intent of the parties and their relative knowledge, access to information and opportunity to
correct or prevent such untrue statement or omission. The parties agree that it would not be just and equitable if contribution were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or any other
method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. For purposes of this Section, each Person who controls a Holder within the meaning of either the Act or the Exchange Act and each
director, officer, employee and agent of such Holder shall have the same rights to contribution as such Holder, and each Person who controls the Company or any Guarantor within the meaning of either the Act or the Exchange Act, each officer of the
Company or any Guarantor who shall have signed the Registration Statement and each director of the Company or any Guarantor shall have the same rights to contribution as the Company or any Guarantor, subject in each case to the applicable terms and
conditions of this paragraph (d). 
  
 (e) The provisions of this
Section will remain in full force and effect, regardless of any investigation made by or on behalf of any Holder or the Company or any Guarantor or any of the officers, directors or controlling Persons referred to in this Section hereof, and will
survive the sale by a Holder of securities covered by a Registration Statement. 
  

 16 








 7. Underwritten Registrations. (a) If any of the Securities or New Securities, as the case may be,
covered by any Shelf Registration Statement are to be sold in an underwritten offering, the Managing Underwriters shall be selected by the Majority Holders. 
  
 (b) No Person may participate in any underwritten offering pursuant to any Shelf Registration Statement, unless such Person (i) agrees to sell such
Person’s Securities or New Securities, as the case may be, on the basis reasonably provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements; and (ii) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. 
  
 8. No Inconsistent Agreements. The Company has not, as of the date hereof, entered into, nor shall it, on or after
the date hereof, enter into, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders herein or otherwise conflicts with the provisions hereof. 
  
 9. Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, qualified, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Company has obtained the written consent of the Majority Holders
(or, after the consummation of any Registered Exchange Offer in accordance with Section 2 hereof, of New Securities); provided that, with respect to any matter that directly or indirectly affects the rights of any Initial Purchaser hereunder,
the Company shall obtain the written consent of each such Initial Purchaser against which such amendment, qualification, supplement, waiver or consent is to be effective. Notwithstanding the foregoing (except the foregoing proviso), a waiver or
consent to departure from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders whose Securities or New Securities, as the case may be, are being sold pursuant to a Registration Statement and that does not
directly or indirectly affect the rights of other Holders may be given by the Majority Holders, determined on the basis of Securities or New Securities, as the case may be, being sold rather than registered under such Registration Statement.

  
 10. Notices. All notices and other communications
provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail, telex, telecopier or air courier guaranteeing overnight delivery: 
  
 (a) if to a Holder, at the most current address given by such holder to the Company in accordance with the provisions of
this Section, which address initially is, with respect to each Holder, the address of such Holder maintained by the Registrar under the Indenture, with a copy in like manner to Citigroup Global Markets Inc. and J.P. Morgan Securities Inc.;

  
 (b) if to you, initially at the respective addresses set forth
in the Purchase Agreement; and 
  
 (c) if to the Company,
initially at its address set forth in the Purchase Agreement. 
  
 All such notices and communications shall be deemed to have been duly given when received. 
  

 17 








 The Initial Purchasers or the Company by notice to the other parties may designate additional or
different addresses for subsequent notices or communications. 
  
 11. Successors. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including, without the need for an express assignment or any consent by the Company thereto,
subsequent Holders of Securities and the New Securities. The Company hereby agrees to extend the benefits of this Agreement to any Holder of Securities and the New Securities, and any such Holder may specifically enforce the provisions of this
Agreement as if an original party hereto. 
  
 12.
Counterparts. This agreement may be in signed counterparts, each of which shall an original and all of which together shall constitute one and the same agreement. 
  
 13. Headings. The headings used herein are for convenience only and shall not affect the construction hereof.

  
 14. Applicable Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in the State of New York. 
  
 15. Severability. In the event that any one of more of the provisions contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected thereby, it
being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law. 
  
 16. Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or
New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by
reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. 
  
 17. Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this
Agreement, the Company (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed Corporation Service Company, 1177 Avenue of the Americas, 17th Floor, New York, New York 10036-2721 (and any successor entity), as its authorized agent upon which process may be served in any suit or proceeding arising
out of or relating to this Agreement that may be instituted in any federal or state court in the State of New York or brought under federal or state securities laws, and acknowledges that Corporation Service Company has accepted such designation,
(ii) submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon Corporation Service Company and written notice of said service to the Company shall be deemed in every
respect effective service of process upon it in any such suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue
such designation and appointment of Corporation Service Company in full force and effect so long as any of the Securities shall be outstanding. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal

  

 18 








 process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or
otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. 
  

 19 








 If the foregoing is in accordance with your understanding of our agreement, please sign and return to us
the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building agreement among the Company and the several Initial Purchasers. 
  

	 Very truly yours,

	
	WMC FINANCE (USA) LIMITED
		
	 By:
	 	/s/    Bruce R. Brook
	 	 	

	 	 	 Name: Bruce R. Brook

	 	 	 Title:   Chief Financial Officer



  

	
	WMC RESOURCES LTD
		
	 By:
	 	/s/    Bruce R. Brook
	 	 	

	 	 	 Name: Bruce R. Brook

	 	 	 Title:   Chief Financial Officer



  

	
	WMC (OLYMPIC DAM CORPORATION) PTY LTD
		
	 By:
	 	/s/    Bruce R. Brook
	 	 	

	 	 	 Name: Bruce R. Brook

	 	 	 Title:   Chief Financial Officer



  

	
	WMC FERTILIZERS PTY LTD
		
	 By:
	 	/s/    Bruce R. Brook
	 	 	

	 	 	 Name: Bruce R. Brook

	 	 	 Title:   Chief Financial Officer



  
 [Signature Page
to Registration Rights Agreement] 







 The foregoing Agreement is hereby confirmed and accepted as of the date first above written. 

 

	
	 CITIGROUP GLOBAL MARKETS INC.
 J.P. MORGAN SECURITIES INC.

		
	 By:
	 	 CITIGROUP GLOBAL MARKETS INC.

		
	 By:
	 	/s/    Robert Hong
	 	 	

	 	 	 Name:  Robert Hong

	 	 	 Title:    Managing Director


  

		
	 By:
	 	 J.P. MORGAN SECURITIES INC.

		
	 By:
	 	/s/    Mark Schneider
	 	 	

	 	 	 Name: Mark Schneider

	 	 	 Title:   Managing Director


  
 [Signature Page to
Registration Rights Agreement] 







 ANNEX A 
  
 Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the
Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such
Broker-Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, it will make
this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution”. 
  

 A1 








 ANNEX B 
  
 Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer
as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See “Plan of Distribution”. 
  

 B1 








 ANNEX C 
  
 PLAN OF DISTRIBUTION 
  
 Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such
Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this
Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until             , 2003, all dealers effecting
transactions in the New Securities may be required to deliver a prospectus. 
  
 The Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to
time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at
prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such
Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resales New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of
such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be
underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within
the meaning of the Securities Act. 
  
 For a period of one year
after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed
to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including
any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. 
  
 [If applicable, add information required by Regulation S-K Items 507 and/or 508.] 
  

 C1 








 ANNEX D 
  
 Rider A 
  
 CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. 
  

	 Name:
	  	___________________
	 Address:
	  	___________________
	 	  	___________________

  
 Rider B 
  
 If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the
New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has not arrangements or understandings with any Person to participate in a distribution of the New
Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchange for New Securities were acquired by it as a result of market-making
activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit
that it is an “underwriter” within the meaning of the Securities Act. 
  

 D1 








 ANNEX E 
  
 WMC FINANCE (USA) LIMITED 
  
 (the “Company”) 
  
 INSTRUCTION TO DTC PARTICIPANTS 
  
 (Date of Mailing) 
  
 URGENT—IMMEDIATE ATTENTION REQUESTED 
  
 DEADLINE FOR RESPONSE: [DATE]* 
  
 The Depository Trust Company (“DTC”) has identified you as a DTC Participant through which beneficial interests in the Company’s
$[    ] [    ]% Guaranteed Notes due [    ] (the “Securities”) are held. 
  
 The Company is in the process of registering the Securities under the Securities Act of 1933 for resale by the beneficial owners thereof. In order to have their
Securities included in the registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire. 
  
 It is important that beneficial owners of the Securities receive a copy of the enclosed materials as soon as possible as their rights
to have the Securities included in the registration statement as of the date and time such registration statement becomes or is declared effective by the Securities and Exchange Commission depend upon their returning the Notice and Questionnaire by
[Deadline For Response]. Please forward a copy of the enclosed documents to each beneficial owner that holds interests in the Securities through you. If you require more copies of the enclosed materials or have any questions pertaining to
this matter, 


	*	 	[Not less than 28 calendar days from date of mailing.] 

  

 E1 








 please contact WMC Finance (USA) Limited, 60 City Road, Southbank, Victoria, 3006, Australia, (0011)(61-3) 9685 6000.

  

 E2 








 WMC FINANCE (USA) LIMITED 
  
 (the “Company”) 
  
 Notice of Registration Statement and 
  
 Selling Securityholder Questionnaire  
  
 (Date) 
  
 Reference is hereby made to the Registration Rights Agreement (the “Registration Rights Agreement”) among the Company, WMC Resources Ltd, as Parent Guarantor, WMC (Olympic Dam Corporation) Pty Ltd, as
Subsidiary Guarantor, WMC Fertilizers Pty Ltd, as Subsidiary Guarantor (and, together with WMC Resources Ltd and WMC (Olympic Dam Corporation) Pty Ltd, the “Guarantors”) and the Initial Purchasers named therein. Pursuant to the
Registration Rights Agreement, the Company and the Guarantors have filed with the United States Securities and Exchange Commission (the “Commission”) a registration statement on Form [    ] (the “Shelf
Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Company’s $[    ] [    ]% Guaranteed Notes
due [    ] (the “Securities”). A copy of the Registration Rights Agreement is attached hereto. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights
Agreement. 
  
 Each beneficial owner of Securities is entitled to have the
Securities beneficially owned by it included in the Shelf Registration Statement. In order to have Securities included in the Shelf Registration Statement, this Notice of Registration Statement and Selling Securityholder Questionnaire (“Notice
and Questionnaire”) must be completed, executed and delivered to the 
  

 E3 








 Company’s counsel at the address set forth herein for receipt ON OR BEFORE [Deadline for Response].
Beneficial owners of Securities who do not complete, execute and return this Notice and Questionnaire by such date (i) will not be named as selling securityholders in the Shelf Registration Statement and (ii) may not use the Prospectus forming a
part thereof for resales of Securities. 
  
 Certain legal consequences arise from
being named as a selling securityholder in the Shelf Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of Securities are advised to consult their own securities law counsel regarding the consequences of being
named or not being named as a selling securityholder in the Shelf Registration Statement and related Prospectus. 
  

 E4 








 ELECTION 
  

The undersigned holder (the “Selling Securityholder”) of Securities hereby elects to include in the Shelf Registration Statement the Securities beneficially
owned by it and listed below in Item (3). The undersigned, by signing and returning this Notice and Questionnaire, agrees to be bound with respect to such Securities by the terms and conditions of this Notice and Questionnaire and the Registration
Rights Agreement, including, without limitation, Section 6 of the Registration Rights Agreement, as if the undersigned Selling Securityholder were an original party thereto. 
  
 Upon any sale of Securities pursuant to the Shelf Registration Statement, the Selling Securityholder will be required to deliver to the
Company and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and as Annex F to the Registration Rights Agreement. 
  
 THE SELLING SECURITYHOLDER HEREBY PROVIDES THE FOLLOWING INFORMATION TO THE COMPANY AND REPRESENTS AND WARRANTS THAT SUCH INFORMATION IS ACCURATE AND COMPLETE:

  

 E5 








 QUESTIONNAIRE 
  

	 (1)(a)
	  	Full Legal Name of Selling Securityholder:
		
	 	  	

	 (b)
	  	Full Legal Name of Registered Holder (if not the same as in (a) above) of Securities Listed in Item (3) below:
		
	 	  	

	 (c)
	  	Full Legal Name of DTC Participant (if applicable and if not the same as (b) above) Through Which Securities Listed in Item (3) below are Held:
		
	 	  	

			
	 (2)
	  	Address for Notices to Selling Securityholder:	  	 
				
	 	  	 	  	
	  	 
				
	 	  	 	  	
	  	 
				
	 	  	 	  	
	  	 
				
	 	  	 Telephone:
	  	
	  	 
				
	 	  	 Fax:
	  	
	  	 
				
	 	  	 Contact Person:
	  	
	  	 
		
	 (3)
	  	Beneficial Ownership of Securities:
		
	 	  	Except as set forth below in this Item (3), the undersigned does not beneficially own any Securities.
		
	 (a)
	  	Principal amount of Securities beneficially owned:
                                        
                    
	 	  	 CUSIP No(s). of such Securities:
                                        
                

		
	 (b)
	  	Principal amount of Securities other than Securities beneficially owned:
		
	 	  	

		
	 	  	CUSIP No(s). of such other Securities:
                                        
                                        
    
		
	 (c)
	  	Principal amount of Securities which the undersigned wishes to be included in the Shelf Registration Statement:
                                        
                    
		
	 	  	 CUSIP No(s). of such Securities to be included in the Shelf Registration Statement:

		
	 	  	

		
	 (4)
	  	Beneficial Ownership of Other Securities of the Company:
		
	 	  	Except as set forth below in this Item (4), the undersigned Selling Securityholder is not the beneficial or registered owner of any other securities of the Company,
other than the Securities listed above in Item (3).
		
	 	  	State any exceptions here:

  

 E6 









	(5)	 	Relationships with the Company: 

  
 Except as set forth below, neither the Selling Securityholder nor any of its affiliates, officers, directors or principal equity holders (5% or more)
has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years. 
  
 State any exceptions here: 
  

	(6)	 	Plan of Distribution: 

  
 Except as set forth below, the undersigned Selling Securityholder intends to distribute the Securities listed above in Item (3) only as follows (if at
all): Such Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. Such Securities may be sold in one or more transactions at fixed prices, at
prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities
exchange or quotation service on which the Registered Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market,
or (iv) through the writing of options. In connection with sales of the Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Securities in the
course of hedging the positions they assume. The Selling Securityholder may also sell Securities short and deliver Securities to close out such short positions, or loan or pledge Securities to broker-dealers that in turn may sell such securities.

  
 State any exceptions here: 
  
 By signing below, the Selling Securityholder acknowledges that it understands its obligation
to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M. 
  
 In the event that the Selling Securityholder transfers all or any portion of the Securities listed in Item (3) above after the date on which such information is provided
to the Company, the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. 
  

 E7 








 By signing below, the Selling Securityholder consents to the disclosure of the information contained herein in its
answers to Items (1) through (7) above and the inclusion of such information in the Shelf Registration Statement and related Prospectus. The Selling Securityholder understands that such information will be relied upon by the Company and any
underwriters in an underwritten offering of such Selling Securityholders’ Securities listed in Item (3) above in connection with the preparation of the Shelf Registration Statement and related Prospectus. 
  
 In accordance with the Selling Securityholder’s obligation under Section 3(d) of the
Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the Selling Securityholder agrees to promptly notify the Company of any inaccuracies or changes in the information
provided herein which may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains in effect. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing, by hand-delivery,
first-class mail, or air courier guaranteeing overnight delivery as follows: 
  
 (i) To the Company and the Guarantors: 
  

	 WMC Resources Group

	 60 City Road,

	 Southbank, Victoria, 3006,

	 Australia

	 [Attention: ]



  
 (ii) With a copy to: 
  

	  


	  


	  


	  


	  




  

 E8 








 Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel,
the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and
assigns of the Company and the Selling Securityholder (with respect to the Securities beneficially owned by such Selling Securityholder and listed in Item (3) above. This Agreement shall be governed in all respects by the laws of the State of New
York. 
  

 E9 








 IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and
delivered either in person or by its duly authorized agent. 
  
 Dated:                          
  
 
___________________                                     
    
 Selling Securityholder 
 (Print/type full legal name of beneficial owner of Securities) 
  
 By:
                                        

 Name: 
 Title: 
  
 PLEASE RETURN THE COMPLETED AND
EXECUTED NOTICE AND 
  
 QUESTIONNAIRE FOR RECEIPT ON OR BEFORE [DEADLINE FOR
RESPONSE] 
  
 TO THE COMPANY’S COUNSEL AT: 
  
 Sullivan & Cromwell  
 125 Broad Street  
 New York, New York 10004-2498  
 Attention: Mr. John E. Estes, Esq. 
  

 E10 








 ANNEX F 
  
 NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT 
  
 The Bank of New York 
  
 WMC Finance (USA) Limited 
  
 c/o The Bank of New
York 
  
 [Address] 
  
 Attention: [            ] 
  
 Re: WMC Finance (USA) Limited (the “Company”) 
         $[            ]
[            ]% Guaranteed Notes due [            ] 
  
 Ladies and Gentlemen: 
  
 Please be advised that
                         has transferred
$                     aggregate principal amount of the above-referenced Securities pursuant to an effective Registration Statement on Form
[            ] (File No. 333-             ) filed by the Company. 
  
 We hereby certify that the prospectus delivery requirements, if any, of the Securities Act of
1933, as amended, have been satisfied and that the above-named beneficial owner of the Securities is named as a “Selling Holder” in the Prospectus dated [            ],
2003 or in supplements thereto, and that the aggregate principal amount of the Securities transferred are the Securities listed in such Prospectus opposite such owner’s name. 
  
 Dated:
                         
  

	 Very truly yours,

	
	

	 (Name)

		
	 By:
	 	  


	 	 	 (Authorized Signature)



  

 F1