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BARRICK GOLD
CORPORATIONBARRICK GOLD INC.
AND
BARRICK GOLD FINANCE COMPANY
as Issuers BARRICK GOLD CORPORATION
as Guarantor AND JPMORGAN CHASE BANK
as Trustee   Indenture Dated as of              , 2004




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BARRICK GOLD CORPORATION
BARRICK GOLD INC.
BARRICK GOLD FINANCE COMPANY Reconciliation and tie between Trust Indenture Act
of 1939 and Indenture, dated as
of              ,
2004 Trust IndentureAct Section
    
    Indenture Section§ 310(a)(1)
    
    
    607(a)(2)
    
    
    607(b)
    
    
    608§ 312(c)
    
    
    701§ 314(a)
    
    
    703(a)(4)
    
    
    1004(c)(1)
    
    
    102(c)(2)
    
    
    102(e)
    
    
    102§ 315(b)
    
    
    601§ 316(a)(last
sentence)
    
    
    101
    (Outstanding)(a)(1)(A)
    
    
    502, 512(a)(1)(B)
    
    
    513(b)
    
    
    508(c)
    
    
    104
    (e)§ 317(a)(1)
    
    
    503(a)(2)
    
    
    504(b)
    
    
    1003§ 318(a)
    
    
    111




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TABLE OF CONTENTS* PagePARTIES
    
    
    1RECITALS
    
    
    1ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATIONSECTION 101. Definitions
    
    
    1Act
    
    
    2Additional Amounts
    
    
    2Affiliate
    
    
    2Authenticating Agent
    
    
    2Authorized Newspaper
    
    
    2Bankruptcy Law
    
    
    2Bankruptcy Order
    
    
    2Bearer Security
    
    
    3Board of Directors
    
    
    3Board Resolution
    
    
    3Business Day
    
    
    3calculation period
    
    
    3Canadian Taxes
    
    
    3Clearstream
    
    
    3Commission
    
    
    3Common Depositary
    
    
    3Company
    
    
    3Company Securities
    
    
    3Component Currency
    
    
    3Consolidated Net Tangible Assets
    
    
    3Conversion Date
    
    
    4Conversion Event
    
    
    4Corporate Trust Office
    
    
    4corporation
    
    
    4covenant defeasance
    
    
    4coupon
    
    
    4Currency
    
    
    4Custodian
    
    
    4Default
    
    
    4Defaulted Interest
    
    
    4defeasance
    
    
    4
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PageDepositary
    
    
    5Dollar or $
    
    
    5Dollar Equivalent of the Currency Unit
    
    
    5Dollar Equivalent of the Foreign Currency
    
    
    5Election Date
    
    
    5Euro
    
    
    5Euroclear
    
    
    5Event of Default
    
    
    5Exchange Date
    
    
    5Exchange Rate Agent
    
    
    5Exchange Rate Officers Certificate
    
    
    5Excluded Holder
    
    
    5Extension Notice
    
    
    5Extension Period
    
    
    5Federal Bankruptcy Code
    
    
    5Final Maturity
    
    
    6Financial Instrument Obligations
    
    
    6First Currency
    
    
    6Foreign Currency
    
    
    6Funded Debt
    
    
    6Governmental Authority
    
    
    6Government Obligations
    
    
    6Guarantee
    
    
    7Guaranteed Securities
    
    
    7Guarantor
    
    
    7Holder
    
    
    7Indebtedness
    
    
    7Indenture
    
    
    7Indexed Security
    
    
    7interest
    
    
    7Interest Payment Date
    
    
    8Issuer
    
    
    8Issuer Request or Issuer Order
    
    
    8Judgment Currency
    
    
    8Lien
    
    
    8mandatory sinking fund payment
    
    
    8Market Exchange Rate
    
    
    8Maturity
    
    
    8Non-Recourse Debt
    
    
    9North American Subsidiary
    
    
    9Officers Certificate
    
    
    9Opinion of Counsel
    
    
    9Optional Reset Date
    
    
    9optional sinking fund payment
    
    
    9Original Issue Discount Security
    
    
    9Original Stated Maturity
    
    
    9
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PageOther Currency
    
    
    9Outstanding
    
    
    9Paying Agent
    
    
    11Permitted Liens
    
    
    11Person
    
    
    12Place of Payment
    
    
    12Predecessor Security
    
    
    12Principal Asset
    
    
    12Purchase Money Mortgage
    
    
    13rate(s) of exchange
    
    
    13Redemption Date
    
    
    13Redemption Price
    
    
    13Registered Security
    
    
    13Regular Record Date
    
    
    13Repayment Date
    
    
    13Repayment Price
    
    
    13Required Currency
    
    
    13Reset Notice
    
    
    13Responsible Officer
    
    
    13Restricted Subsidiary
    
    
    14Securities
    
    
    14Security Register
    
    
    14Security Registrar
    
    
    14Specified Amount
    
    
    14Special Record Date
    
    
    14Stated Maturity
    
    
    14Subsidiary
    
    
    14Subsidiary Issuer
    
    
    14Subsequent Interest Period
    
    
    15Trust Indenture Act
    
    
    15Trustee
    
    
    15United States
    
    
    15U.S. GAAP
    
    
    15Valuation Date
    
    
    15Vice President
    
    
    15Voting Stock
    
    
    15Yield to Maturity
    
    
    15SECTION 102. Compliance Certificates and Opinions
    
    
    15SECTION 103. Form of Documents Delivered to Trustee
    
    
    16SECTION 104. Acts of Holders
    
    
    17SECTION 105. Notices, etc. to Trustee, Company, Subsidiary Issuers and Guarantor
    
    
    18SECTION 106. Notice to Holders; Waiver
    
    
    19SECTION 107. Effect of Headings and Table of Contents
    
    
    20SECTION 108. Successors and Assigns
    
    
    20SECTION 109. Separability Clause
    
    
    20SECTION 110. Benefits of Indenture
    
    
    20
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PageSECTION 111. Governing Law
    
    
    20SECTION 112. Legal Holidays
    
    
    20SECTION 113. Agent for Service; Submission to Jurisdiction; Waiver of Immunities
    
    
    21SECTION 114. Conversion of Currency
    
    
    22SECTION 115. Currency Equivalent
    
    
    23SECTION 116. No Recourse Against Others
    
    
    23SECTION 117. Multiple Originals
    
    
    23SECTION 118. Conflict with Trust Indenture Act
    
    
    23ARTICLE TWO
SECURITY FORMSSECTION 201. Forms Generally
    
    
    23SECTION 202. Form of Trustees Certificate of Authentication
    
    
    24SECTION 203. Securities Issuable in Global Form
    
    
    25SECTION 204. Guarantee by Guarantor; Form of Guarantee
    
    
    25ARTICLE THREE
THE SECURITIESSECTION 301. Amount Unlimited; Issuable in Series
    
    
    28SECTION 302. Denominations
    
    
    32SECTION 303. Execution, Authentication, Delivery and Dating
    
    
    32SECTION 304. Temporary Securities
    
    
    35SECTION 305. Registration, Registration of Transfer and Exchange
    
    
    37SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities
    
    
    41SECTION 307. Payment of Principal and Interest; Interest Rights
Preserved; Optional Interest Reset
    
    
    42SECTION 308. Optional Extension of Stated Maturity
    
    
    45SECTION 309. Persons Deemed Owners
    
    
    45SECTION 310. Cancellation
    
    
    46SECTION 311. Computation of Interest
    
    
    46SECTION 312. Currency and Manner of Payments in Respect of Securities
    
    
    47SECTION 313. Appointment and Resignation of Successor Exchange Rate Agent
    
    
    50ARTICLE FOUR
SATISFACTION AND DISCHARGESECTION 401. Satisfaction and Discharge of Indenture
    
    
    51SECTION 402. Application of Trust Money
    
    
    52ARTICLE FIVE
REMEDIESSECTION 501. Events of Default
    
    
    52SECTION 502. Acceleration of Maturity; Rescission and Annulment
    
    
    54SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee
    
    
    56SECTION 504. Trustee May File Proofs of Claim
    
    
    57SECTION 505. Trustee May Enforce Claims Without Possession of Securities
    
    
    57
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PageSECTION 506. Application of Money Collected
    
    
    58SECTION 507. Limitation on Suits
    
    
    58SECTION 508. Unconditional Right of Holders to Receive Principal,
Premium and Interest
    
    
    59SECTION 509. Restoration of Rights and Remedies
    
    
    59SECTION 510. Rights and Remedies Cumulative
    
    
    59SECTION 511. Delay or Omission Not Waiver
    
    
    60SECTION 512. Control by Holders
    
    
    60SECTION 513. Waiver of Past Defaults
    
    
    60SECTION 514. Waiver of Stay or Extension Laws
    
    
    61SECTION 515. Undertaking for Costs
    
    
    61ARTICLE SIX
THE TRUSTEESECTION 601. Notice of Defaults
    
    
    61SECTION 602. Certain Rights of Trustee
    

    
    62SECTION 603. Trustee Not Responsible for Recitals or Issuance of Securities
    
    
    63SECTION 604. May Hold Securities
    
    
    63SECTION 605. Money Held in Trust
    
    
    63SECTION 606. Compensation and Reimbursement
    
    
    63SECTION 607. Corporate Trustee Required; Eligibility; Conflicting Interests
    
    
    64SECTION 608. Resignation and Removal; Appointment of Successor
    
    
    65SECTION 609. Acceptance of Appointment by Successor
    
    
    66SECTION 610. Merger, Conversion, Consolidation or Succession to Business
    
    
    67SECTION 611. Appointment of Authenticating Agent
    
    
    67ARTICLE SEVEN
HOLDERS LISTS AND REPORTS BY TRUSTEE, ISSUERS AND GUARANTORSECTION 701. Disclosure of Names and Addresses of Holders
    
    
    69SECTION 702. Reports by Trustee
    
    
    69SECTION 703. Reports by the Company
    
    
    70SECTION 704. The Company to Furnish Trustee Names and Addresses of Holders
    
    
    71ARTICLE EIGHT
CONSOLIDATION, AMALGAMATION, MERGER, CONVEYANCE,
TRANSFER OR LEASESECTION 801. Issuers and Guarantor May Amalgamate or Consolidate, etc.,
Only on Certain Terms
    
    
    71SECTION 802. Successor Person Substituted
    
    
    72SECTION 803. Securities to Be Secured in Certain Events
    
    
    73ARTICLE NINE
SUPPLEMENTAL INDENTURESSECTION 901. Supplemental Indentures Without Consent of Holders
    
    
    73SECTION 902. Supplemental Indentures with Consent of Holders
    
    
    75
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PageSECTION 903. Execution of Supplemental Indentures
    
    
    76SECTION 904. Effect of Supplemental Indentures
    
    
    76SECTION 905. Conformity with Trust Indenture Act
    
    
    76SECTION 906. Reference in Securities to Supplemental Indentures
    
    
    76SECTION 907. Notice of Supplemental Indentures
    
    
    76ARTICLE TEN
COVENANTSSECTION 1001. Payment of Principal, Premium, if any, and Interest
    
    
    77SECTION 1002. Maintenance of Office or Agency
    
    
    77SECTION 1003. Money for Securities Payments to Be Held in Trust
    
    
    79SECTION 1004. Statement as to Compliance
    
    
    80SECTION 1005. Additional Amounts
    
    
    80SECTION 1006. Payment of Taxes and Other Claims
    
    
    82SECTION 1007. Maintenance of Properties
    
    
    83SECTION 1008. Corporate Existence
    
    
    83SECTION 1009. Limitation on Liens
    
    
    83SECTION 1010. Waiver of Certain Covenants
    
    
    84ARTICLE ELEVEN
REDEMPTION OF SECURITIESSECTION
1101. Applicability of Article
    
    
    84SECTION 1102. Election to Redeem; Notice to Trustee
    
    
    84SECTION 1103. Selection by Trustee of Securities to Be Redeemed
    
    
    85SECTION 1104. Notice of Redemption
    
    
    85SECTION 1105. Deposit of Redemption Price
    
    
    86SECTION 1106. Securities Payable on Redemption Date
    
    
    87SECTION 1107. Securities Redeemed in Part
    
    
    88SECTION 1108. Tax Redemption
    
    
    88ARTICLE TWELVE
SINKING FUNDSSECTION 1201. Applicability of Article
    
    
    89SECTION 1202. Satisfaction of Sinking Fund Payments with Securities
    
    
    89SECTION 1203. Redemption of Securities for Sinking Fund
    
    
    90ARTICLE THIRTEEN
REPAYMENT AT OPTION OF HOLDERSSECTION 1301. Applicability of Article
    
    
    91SECTION 1302. Repayment of Securities
    
    
    91SECTION 1303. Exercise of Option
    
    
    91SECTION 1304. When Securities Presented for Repayment Become Due and
Payable
    
    
    92SECTION 1305. Securities Repaid in Part
    
    
    93
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PageARTICLE FOURTEEN
DEFEASANCE AND COVENANT DEFEASANCESECTION 1401. Option to Effect Defeasance or Covenant Defeasance
    
    
    93SECTION 1402. Defeasance and Discharge
    
    
    93SECTION 1403. Covenant Defeasance
    
    
    94SECTION 1404. Conditions to Defeasance or Covenant Defeasance
    
    
    94SECTION 1405. Deposited Money and Government Obligations to Be Held in
Trust; Other Miscellaneous Provisions
    
    
    97SECTION 1406. Reinstatement
    
    
    98ARTICLE FIFTEEN
GUARANTEE OF GUARANTEED SECURITIESSECTION 1501. Guarantee
    
    
    98SECTION 1502. Execution and Delivery of Guarantees
    
    
    99SECTION 1503. Notice to Trustee
    
    
    100SECTION 1504. This Article Not to Prevent Events of Default
    
    
    100ARTICLE SIXTEEN
MEETINGS OF HOLDERS OF SECURITIESSECTION 1601. Purposes for Which Meetings May Be Called
    
    
    100SECTION 1602. Call, Notice and Place of Meetings
    
    
    100SECTION 1603. Persons Entitled to Vote at Meetings
    
    
    101SECTION 1604. Quorum; Action
    
    
    101SECTION 1605. Determination of Voting Rights; Conduct and Adjournment of Meetings
    
    
    102SECTION 1606. Counting Votes and Recording Action of Meetings
    
    
    103TESTIMONIUM
    
    
    104SIGNATURES
    
    
    104FORM OF SECURITY
    
    EXHIBIT AFORMS OF CERTIFICATION
    
    EXHIBIT B
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INDENTURE, dated as of               , 2004, between BARRICK GOLD
CORPORATION, a corporation duly organized and existing under the laws of the
Province of Ontario (herein called the Company), having its principal office
at BCE Place, Canada Trust Tower, Suite 3700, 161 Bay Street, Toronto, Ontario,
Canada M5J 2S1, BARRICK GOLD INC., a corporation duly organized and existing
under the laws of the Province of Ontario, BARRICK GOLD FINANCE COMPANY, an
unlimited liability company duly organized and existing under the laws of the
Province of Nova Scotia (Barrick Gold Inc. and Barrick Gold Finance Company
herein each called a Subsidiary Issuer and collectively the Subsidiary
Issuers, and together with the Company in its capacity as an Issuer of
Securities, the Issuers and each an Issuer), having their principal offices
at BCE Place, Canada Trust Tower, Suite 3700, 161 Bay Street, Toronto, Ontario,
Canada M5J 2S1, BARRICK GOLD CORPORATION, in its capacity as guarantor of
Securities issued by the applicable Subsidiary Issuer (the Guarantor) and
JPMORGAN CHASE BANK, a New York corporation, as trustee (herein called the
Trustee). RECITALS Each of the Issuers has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the
Securities), which may be convertible into or exchangeable for any securities
of any Person (including the Issuers and the Guarantor), to be issued in one or
more series as in this Indenture provided. The Guarantor has duly authorized the execution and delivery of this
Indenture, and the making of the Guarantees pursuant to this Indenture (the
Guarantees). This Indenture is subject to the provisions of the Trust Indenture Act of
1939, as amended, that are required to be part of this Indenture and shall, to
the extent applicable, be governed by such provisions. All things necessary to make this Indenture a valid agreement of the
Issuers and the Guarantor, in accordance with its terms, have been done. NOW, THEREFORE, THIS INDENTURE WITNESSETH: For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for
the equal and proportionate benefit of all Holders of the Securities or of
series thereof, as follows: ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 101. Definitions. For all purposes of this Indenture, except as otherwise expressly provided
or unless the context otherwise requires: (1) the terms defined in this Article have the meanings assigned
to them in this Article and include the plural as well as the
singular; 1




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(2) all other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, have the
meanings assigned to them therein, and the terms cash transaction
and self-liquidating paper, as used in TIA Section 311, shall have
the meanings assigned to them in the rules of the Commission adopted
under the Trust Indenture Act; (3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted
accounting principles, and, except as otherwise herein expressly
provided, the term generally accepted accounting principles with
respect to any computation required or permitted hereunder shall mean
such accounting principles used in the Companys annual financial
statements contained in the Companys annual report delivered to its
shareholders in respect of the fiscal year immediately prior to the
date of such computation; and (4) the words herein, hereof and hereunder and other words
of similar import refer to this Indenture as a whole and not to any
particular Article, Section or other subdivision. Certain terms, used principally in Article Three, are defined in that
Article. Act, when used with respect to any Holder, has the meaning specified in
Section 104. Additional Amounts has the meaning specified in Section 1005. Affiliate of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
control when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms controlling and controlled have meanings correlative to the
foregoing. Authenticating Agent means any Person appointed by the Trustee to act on
behalf of the Trustee pursuant to Section 611 to authenticate Securities. Authorized Newspaper
means a newspaper, in the English language or in an official language of
the country of publication, customarily published on each Business Day, whether
or not published on Saturdays, Sundays or holidays, and of general circulation
in each place in connection with which the term is used or in the financial
community of each such place. Where successive publications are required to be
made in Authorized Newspapers, the successive publications may be made in the
same or in different newspapers in the same city meeting the foregoing
requirements and in each case on any Business Day. Bankruptcy Law has the meaning specified in Section 501. Bankruptcy Order has the meaning specified in Section 501. 2




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Bearer Security means any Security except a Registered Security. Board of Directors means the board of directors of an Issuer or the
Guarantor, as the case may be, or any duly authorized committee of such board. Board Resolution means a copy of a resolution certified by the Secretary
or an Assistant Secretary of an Issuer or the Guarantor, as the case may be, to
have been duly adopted by the Board of Directors and to be in full force and
effect on the date of such certification, and delivered to the Trustee. Business Day, when used with respect to any Place of Payment or any
other particular location referred to in this Indenture or in the Securities,
means, unless otherwise specified with respect to any Securities pursuant to
Section 301, each Monday, Tuesday, Wednesday, Thursday and Friday which is not
a day on which banking institutions in that Place of Payment or other location
are authorized or obligated by law or executive order to close. calculation period has the meaning specified in Section 311. Canadian Taxes has the meaning specified in Section 1005. Clearstream
means Clearstream Banking, société anonyme, or its successor. Commission means the U.S. Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of 1934,
or, if at any time after the execution of this Indenture such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time. Common Depositary has the meaning specified in Section 304. Company means the Person named as the Company in the first paragraph
of this Indenture until a successor Person shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter Company shall
mean such successor Person. For purposes of clarity, it is hereby understood
and agreed that the Company is, where appropriate in the context, sometimes
referred to herein as an Issuer. Company Securities means Securities issued by the Company and
authenticated and delivered under this Indenture. Component Currency has the meaning specified in Section 312. Consolidated Net Tangible Assets means, at a particular date, the
aggregate amount of assets (less applicable reserves and other properly
deductible items) shown on the most recent consolidated financial statements of
the Company less (i) all current liabilities (excluding any portion
constituting Funded Debt); (ii) all goodwill, trade names, trademarks, patents,
unamortized debt discount and expense and other like intangibles (excluding
from intangibles, for greater certainty, mineral rights, interests in mineral
properties, deferred mining, acquisition, exploration and stripping costs and
deferred charges relating to hedging agreements); 3




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and (iii) appropriate
adjustments on account of minority interests of other Persons holding shares of
any of the Subsidiaries, all as set forth on the most recent balance sheet of
the Company and its consolidated Subsidiaries (but, in any event, as of a date
within 150 days of the date of determination) and computed in accordance with
the accounting principles used in the Companys annual financial statements
contained in the Companys annual report delivered to its shareholders in
respect of the fiscal year immediately prior to the date of such computation
which, on the date of this Indenture, is U.S. GAAP; provided that in no event
shall any amount be deducted in respect of unrealized mark-to-market
adjustments (whether positive or negative and whether or not reflected in the
Companys consolidated financial statements) relating to hedging and other
financial risk management
activities of the Company or any of its Subsidiaries (including, without
limitation, commodity, interest rate and foreign exchange trading and sales
agreements). Conversion Date has the meaning specified in Section 312(d). Conversion Event means the cessation of use of (i) a Foreign Currency
(other than the Euro or other currency unit) both by the government of the
country which issued such Currency and by a central bank or other public
institution of or within the international banking community for the settlement
of transactions, (ii) the Euro or (iii) any currency unit (or composite
currency) other than the Euro for the purposes for which it was established. Corporate Trust Office means the principal corporate trust office of the
Trustee in the Borough of Manhattan, The City of New York, at which at any
particular time its corporate trust business may be administered, which office
on the date of execution of this Indenture is located at 4 New York
Plaza, 15th
Floor, New York, New York 10004 or, in the case of Holders in Ontario, Suite
1800, South Tower, Royal Bank Plaza, 200 Bay Street, Toronto, Ontario M5J 2J2. corporation includes corporations, associations, companies and business
trusts, except that the term corporation, as used in the definition of
Subsidiary, shall only include corporations. covenant defeasance has the meaning specified in Section 1403. coupon means any interest coupon appertaining to a Bearer Security. Currency means any currency or currencies, composite currency or
currency unit or currency units, including, without limitation, the Euro,
issued by the government of one or more countries or by any recognized
confederation or association of such governments. Custodian has the meaning specified in Section 501. Default
means any event which is, or after notice or passage of time or both would
be, an Event of Default. Defaulted Interest has the meaning specified in Section 307. defeasance has the meaning specified in Section 1402. 4




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Depositary means, with respect to the Securities of any series, The
Depository Trust Company, or any successor thereto, or any other Person
designated pursuant to Section 301 with respect to the Securities of such
series. Dollar or $ means a dollar or other equivalent unit in such coin or
currency of the United States of America as at the time shall be legal tender
for the payment of public and private debts. Dollar Equivalent of the Currency Unit has the meaning specified in
Section 312(g). Dollar Equivalent of the Foreign Currency has the meaning specified in
Section 312(f). Election Date has the meaning specified in Section 312(h). Euro means the single currency of the participating member states from
time to time of the European Union described in legislation of the European
Counsel for the operation of a single unified European currency (whether known
as the Euro or otherwise). Euroclear means Morgan Guaranty Trust Company of New York, Brussels
Office, or its successor, as operator of the Euroclear System. Event of Default has the meaning specified in Section 501. Exchange Date has the meaning specified in Section 304. Exchange Rate Agent means, with respect to Securities of or within any
series, unless otherwise specified with respect to any Securities pursuant to
Section 301, a New York Clearing House bank, designated pursuant to Section
313. Exchange Rate Officers Certificate means a tested telex or a
certificate setting forth (i) the applicable Market Exchange Rate and (ii) the
Dollar or Foreign Currency amounts of principal (and premium, if any) and
interest, if any (on an aggregate basis and on the basis of a Security having
the lowest denomination principal amount determined in accordance with Section
302 in the relevant Currency), payable with respect to a Security of any series
on the basis of such Market Exchange Rate, sent (in the case of a telex) or
signed (in the case of a certificate) by the Treasurer, any Vice President or
any Assistant Treasurer of the applicable Issuer. Excluded Holder has the meaning specified in Section 1005. Extension Notice has the meaning specified in Section 308. Extension Period has the meaning specified in Section 308. Federal Bankruptcy Code means the Bankruptcy Act of Title 11 of the
United States Code, as amended from time to time. 5




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Final Maturity has the meaning specified in Section 308. Financial Instrument Obligations means obligations arising under: (i) interest rate swap agreements, forward rate agreements, floor,
cap or collar agreements, futures or options, insurance or other similar
agreements or arrangements, or any combination thereof, entered into by a
Person relating to interest rates or pursuant to which the price, value
or amount payable thereunder is dependent or based upon interest
rates in effect from time to time or fluctuations in interest rates
occurring from time to time; (ii) currency swap agreements, cross-currency agreements, forward
agreements, floor, cap or collar agreements, futures or options,
insurance or other similar agreements or arrangements, or any combination
thereof, entered into by a Person relating to currency exchange rates or
pursuant to which the price, value or amount payable thereunder is
dependent or based upon currency exchange rates in effect from time to
time or fluctuations in currency exchange rates occurring from time to
time; and (iii) commodity swap, hedging or sales agreements, floor, cap or
collar agreements, commodity futures or options or other similar
agreements or arrangements, or any combination thereof, entered into by a
Person relating to one or more commodities or pursuant to which the
price, value or amount payable thereunder is dependent or based upon the
price of one or more commodities in effect from time to time or
fluctuations in the price of one or more commodities occurring from time
to time. First Currency has the meaning specified in Section 115. Foreign Currency means any Currency other than Currency of the United
States of America. Funded Debt as applied to any Person, means all indebtedness of such
Person maturing after, or renewable or extendable at the option of such Person
beyond, twelve months from the date of determination. Governmental Authority means any nation or government, any state,
province, territory or other political subdivision thereof and any entity
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government. Government Obligations means, unless otherwise specified with respect to
any series of Securities pursuant to Section 301, securities which are (a)
direct obligations of the government which issued the Currency in which the
Securities of a particular series are payable or (b) obligations of a Person
controlled or supervised by and acting as an agency or instrumentality of the
government which issued the Currency in which the Securities of such series are
payable, the payment of which is unconditionally guaranteed by such government,
which, in either case, are full faith and credit obligations of such government
payable in such Currency and are not callable or redeemable at the option of
the issuer thereof and shall also include a depository receipt issued by a bank
or trust company as custodian with respect to any such Government Obligation or
a specific
payment of interest on or principal of any such 6




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Government Obligation held
by such custodian for the account of a holder of a depositary
receipt, provided
that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect of the Government Obligation or
the specific payment of interest or principal of the Government Obligation
evidenced by such depository receipt. Guarantee means any guarantee of the Guarantor as endorsed on a Security
authenticated and delivered pursuant to this Indenture and shall include the
Guarantee set forth in Section 1501 of this Indenture and all other obligations
and covenants of the Guarantor contained in this Indenture and any Guaranteed
Securities. Guaranteed Securities means Securities issued by the applicable
Subsidiary Issuer and guaranteed by the Guarantor and authenticated and
delivered under this Indenture. Guarantor means the Person named as Guarantor in the first paragraph
of this Indenture until a successor Person shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter Guarantor shall
mean such successor Person. Holder means, in the case of a Registered Security, the Person in whose
name a Security is registered in the Security Register and, in the case of a
Bearer Security, the bearer thereof and, when used with respect to any coupon,
shall mean the bearer thereof. Indebtedness means obligations for money borrowed whether or not
evidenced by notes, bonds, debentures or other similar evidences of
indebtedness. Indenture means this instrument as originally executed and as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
and shall include the terms of particular series of Securities established as
contemplated by Section 301; provided, however, that, if at any time more than
one Person is acting as Trustee under this instrument, Indenture shall mean,
with respect to any one or more series of Securities for which such Person is
Trustee, this instrument as originally executed or as it may from time to time
be supplemented or amended by one or more indentures supplemental hereto
entered into pursuant to the applicable provisions hereof and shall include the
terms of particular series of Securities for which such Person is Trustee
established as contemplated by Section 301, exclusive, however, of any
provisions or terms which relate solely
to other series of Securities for which such Person is not Trustee,
regardless of when such terms or provisions were adopted, and exclusive of any
provisions or terms adopted by means of one or more indentures supplemental
hereto executed and delivered after such Person had become such Trustee but to
which such Person, as such Trustee, was not a party. Indexed Security means a Security the terms of which provide that the
principal amount thereof payable at Stated Maturity may be more or less than
the principal face amount thereof at original issuance. interest, when used with respect to an Original Issue Discount Security,
shall be deemed to mean interest payable after Maturity at the rate prescribed
in such Original Issue Discount Security. 7




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##### 



Interest Payment Date, when used with respect to any Security, means the
Stated Maturity of an installment of interest on such Security. Issuer means any of the Persons named as Issuer in the first paragraph
of this Indenture until a successor Person shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter Issuer shall
refer to such successor Person. Issuer Request or Issuer Order means a written request or order signed
in the name of the applicable Issuer by the Chairman, the President or a Vice
President, and by the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary, of such Issuer, and delivered to the Trustee. Judgment Currency has the meaning specified in Section 114. Lien means any mortgage, lien, pledge, charge, security interest or
encumbrance of any kind created, incurred or assumed in order to secure payment
of Indebtedness. mandatory sinking fund payment has the meaning specified in Section
1201. Market Exchange Rate means, unless otherwise specified with respect to
any Securities pursuant to Section 301, (i) for any conversion involving a
currency unit on the one hand and Dollars or any Foreign
Currency on the other, the exchange rate between the relevant currency
unit and Dollars or such Foreign Currency calculated by the method specified
pursuant to Section 301 for the Securities of the relevant series, (ii) for any
conversion of Dollars into any Foreign Currency, the noon (New York City time)
buying rate for such Foreign Currency for cable transfers quoted in New York
City as certified for customs purposes by the Federal Reserve Bank of New York
and (iii) for any conversion of one Foreign Currency into Dollars or another
Foreign Currency, the spot rate at noon local time in the relevant market at
which, in accordance with normal banking procedures, the Dollars or Foreign
Currency into which conversion is being made could be purchased with the
Foreign Currency from which conversion is being made from major banks located
in either New York City, London or any other principal market for Dollars or
such purchased Foreign Currency, in each case determined by the Exchange Rate
Agent. Unless otherwise specified with respect to any Securities pursuant to
Section 301, in the event of the unavailability of any of the exchange rates
provided for in the foregoing clauses (i), (ii) and (iii), the Exchange Rate
Agent shall use, in its sole discretion and without liability on its part, such
quotation of the Federal Reserve Bank of New York as of the most recent
available date, or quotations from one or more major banks in New York City,
London or another principal market for the Currency in question, or such other
quotations as the Exchange Rate Agent shall deem appropriate. Unless otherwise
specified by the Exchange Rate Agent, if there is more than one market for
dealing in any Currency by reason of foreign exchange regulations or otherwise,
the market to be used in respect of such Currency shall be that upon which a
non-resident issuer of securities designated in such Currency would purchase
such Currency in order to make payments in respect of such Securities. Maturity, when used with respect to any Security, means the date on
which the principal of such Security or an installment of principal becomes due
and payable as therein or 8




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herein provided, whether at the Stated Maturity or by
declaration of acceleration, notice of redemption, notice of option to elect
repayment or otherwise. Non-Recourse Debt means Indebtedness to finance the creation,
development, construction or acquisition of properties or assets and any
increases in or extensions, renewals or refinancings of such Indebtedness,
provided that the recourse of the lender thereof (including any agent, trustee,
receiver or other Person acting on behalf of such entity) in respect of such
Indebtedness is limited in all circumstances to the properties or assets
created, developed, constructed or acquired in respect of which such
Indebtedness has been incurred, to the capital stock and debt securities of the
Restricted Subsidiary that acquires or owns such properties or assets and to
the receivables, inventory, equipment, chattels, contracts, intangibles and
other assets, rights or collateral connected with the properties or assets
created, developed, constructed or acquired and to which such lender has
recourse. North American Subsidiary means any Subsidiary that maintains a
substantial portion of its fixed assets within Canada or the United States. Officers Certificate means a certificate signed by the Chairman, the
Chief Executive Officer, the President or a Vice President, and by the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of
the applicable Issuer or the Guarantor, as the case may be, and delivered to
the Trustee. Opinion of Counsel means a written opinion of counsel, who may be
counsel for the applicable Issuer or the Guarantor, including an employee of
the applicable Issuer or the Guarantor, and who shall be acceptable to the
Trustee. Optional Reset Date has the meaning specified in Section 307. optional sinking fund payment has the meaning specified in Section 1201. Original Issue Discount Security means any Security which provides for
an amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502. Original Stated Maturity has the meaning specified in Section 308. Other Currency has the meaning specified in Section 115. Outstanding, when used with respect to Securities, means, as of the date
of determination, all Securities theretofore authenticated and delivered under
this Indenture, except: (i) Securities theretofore cancelled by the Trustee or delivered to
the Trustee for cancellation; (ii) Securities, or portions thereof, for whose payment or
redemption or repayment at the option of the Holder money in the
necessary amount has been theretofore deposited with the Trustee or any
Paying Agent (other than the applicable Issuer or the Guarantor) in trust
or set aside and segregated in trust by the applicable 9




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Issuer or the
Guarantor (if such Issuer or the Guarantor shall act as its own Paying
Agent) for the Holders of such Securities and any coupons appertaining
thereto; provided that, if
such Securities are to be redeemed, notice of such redemption has
been duly given pursuant to this Indenture or provision therefor
satisfactory to the Trustee has been made; (iii) Securities, except to the extent provided in Sections 1402 and
1403, with respect to which the applicable Issuer has effected defeasance
and/or covenant defeasance as provided in Article Fourteen; and (iv) Securities which have been paid pursuant to Section 306 or in
exchange for or in lieu of which other Securities have been authenticated
and delivered pursuant to this Indenture, other than any such Securities
in respect of which there shall have been presented to the Trustee proof
satisfactory to it that such Securities are held by a bona fide purchaser
in whose hands such Securities are valid obligations of the applicable
Issuer; provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders for quorum purposes, and for the purpose of making the
calculations required by TIA Section 313, (i) the principal amount of an
Original Issue Discount Security that may be counted in making such
determination or calculation and that shall be deemed to be Outstanding for
such purpose shall be equal to the amount of principal thereof that would be
(or shall have been declared to be) due and payable, at the time of such
determination, upon a declaration of acceleration of the maturity thereof
pursuant to Section 502, (ii) the principal amount of any Security denominated
in a Foreign Currency that may be counted in making such determination or
calculation and that shall be deemed Outstanding for such purpose shall be
equal to the Dollar equivalent, determined as of the date such Security is
originally issued by the applicable Issuer as set forth in an Exchange Rate
Officers Certificate delivered to the Trustee, of the principal amount (or, in
the case of an Original Issue Discount Security, the Dollar equivalent as of
such date of original issuance of the amount determined as provided in clause
(i) above) of such Security, (iii) the principal amount of any Indexed Security
that may be counted in making such determination or calculation and that shall
be deemed outstanding for such purpose shall be equal to the principal face
amount of such Indexed Security at original issuance, unless otherwise provided
with respect to such Security pursuant to Section 301, and (iv) Securities
owned by the applicable Issuer, the Guarantor or any other obligor upon the
Securities or any Affiliate of the applicable Issuer, the Guarantor or of such
other obligor shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in making such
calculation or in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which the Trustee knows
to be so owned shall be so disregarded. Securities so owned which have been
pledged in good faith may be regarded as Outstanding if the pledgee certifies
to the Trustee the pledgees right so to act with respect to such Securities
and that the pledgee is not the applicable Issuer, the Guarantor or any other
obligor upon the Securities or any Affiliate of the applicable Issuer, the
Guarantor or such other obligor. 10




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Paying Agent
means any Person (including the applicable Issuer acting as Paying Agent)
authorized by the applicable Issuer to pay the principal of (or premium, if
any) or interest, if any, on any Securities on behalf of such Issuer. Permitted Liens means: (i) Liens existing on the date of this Indenture, or arising
thereafter pursuant to contractual commitments entered into prior to such
date; (ii) Liens securing the Securities; (iii) Liens incidental to the conduct of the business of the Company
or any Restricted Subsidiary or the ownership of their assets that, in
the aggregate, do not materially impair the operation of the business of
the Company and its Subsidiaries taken as a whole, including, without
limitation, any such Liens created pursuant to joint development
agreements and leases, subleases, royalties or other similar rights
granted to or reserved by others; (iv) Purchase Money Mortgages; (v) Any Lien on any Principal Asset existing at the time the Company
or any Restricted Subsidiary acquires the Principal Asset (or any
business entity then owning the Principal Asset) whether or not assumed
by the Company or such Restricted Subsidiary and whether or not such Lien
was given to secure the payment of the purchase price of the Principal
Asset (or any entity then owning the Principal Asset), provided that no
such Lien shall extend to any other Principal Asset; (vi) any Lien to secure Indebtedness owing to the Company or to
another Subsidiary; (vii) Liens on the assets of a corporation existing at the time the
corporation is liquidated or merged into, or amalgamated or consolidated
with, the Company or any Restricted Subsidiary or at the time of the
sale, lease or other disposition to the Company or any Restricted
Subsidiary of the properties of such corporation as, or substantially as,
an entirety; (viii) any attachment or judgment Lien provided that (a) the
execution or enforcement of the judgment it secures is effectively stayed
and the judgment is being contested in good faith, (b) the judgment it
secures is discharged within 60 days after the later of the entering of
such judgment and the expiration of any applicable stay or (c) the
payment of the judgment secured is covered in full (subject to a
customary deductible) by insurance; (ix) any Lien in connection with Indebtedness which by its terms is
Non-Recourse Debt; 11




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(x) any Lien for taxes, assessments or governmental charges or
levies (a) that are not yet due and delinquent or (b) the validity of
which is being contested in good faith; (xi) any Lien of materialmen, mechanics, carriers, workmen,
repairmen, landlords or other similar Liens, or deposits to obtain the
release of these Liens; (xii) any Lien (a) to secure public or statutory obligations
(including reclamation and closure bonds and similar obligations), (b) to
secure payment of workmens compensation, employment insurance or other
forms of governmental insurance or benefits, (c) to secure performance in
connection with tenders, leases of real property, environmental, land use
or other governmental or regulatory permits, bids or contracts or (d) to
secure (or in lieu of) surety or appeal bonds, and Liens made in the
ordinary course of business for similar purposes; (xiii) any Lien granted in the ordinary course of business in
connection with Financial Instrument Obligations; (xiv) any Lien created for the sole purpose of renewing or refunding
any of the Liens described in clauses (i) through (xiii) above, provided
that the Indebtedness secured thereby shall not exceed the principal
amount of Indebtedness so secured at the time of such renewal or
refunding, and that such renewal or refunding Lien shall be limited to
all or any part of the same property which secured the Lien renewed or
refunded; and (xv) any Lien not otherwise permitted under clauses (i) through
(xiv) above, provided that the aggregate principal amount of Indebtedness
secured by all such Liens would not then exceed 10% of Consolidated Net
Tangible Assets. Person means an individual, partnership, corporation, business trust,
trust, unincorporated association, joint venture, Governmental Authority or
other entity of whatever nature. Place of Payment means, when used with respect to the Securities of or
within any series, the place or places where the principal of (and premium, if
any) and interest, if any, on such Securities are payable as specified as
contemplated by Sections 301 and 1002. Predecessor Security of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and any Security authenticated and delivered under Section
306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen
Security or a Security to which a mutilated, destroyed, lost or stolen coupon
appertains shall be deemed to evidence the same debt as the mutilated,
destroyed, lost or stolen Security or the Security to which the mutilated,
destroyed, lost or stolen coupon appertains, as the case may be. Principal Asset means (i) any real property interest (all such interests
forming an integral part of a single development or operation being considered
as one interest), including any mining claims and leases, and any plants,
buildings or other improvements thereon, and any part thereof, located in
Canada or the United States that is held by the Company or any 12




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Restricted
Subsidiary and has a net book value, on the date as of which the determination
is being made, exceeding 5% of Consolidated Net Tangible Assets (other than any
such interest that the Board of Directors of the Company determines by
resolution is not material to the business of the Company and its Subsidiaries
taken as a whole) or (ii) any of the capital stock or debt securities issued by
any Restricted Subsidiary. Purchase Money Mortgage means any Lien on any Principal Asset (or the
capital stock or debt securities of any Restricted Subsidiary that acquires or
owns any Principal Asset) incurred in connection with the acquisition of that
Principal Asset or the construction or repair of any fixed improvements on that
Principal Asset (or in connection with financing the costs of acquisition of
that Principal Asset or the construction or repair of improvements on that
Principal Asset) provided that the principal amount of Indebtedness secured by
any such Lien shall at no time exceed 100% of the original cost to the Company
or any Restricted Subsidiary of the Principal Asset or such construction or
repairs. rate(s) of exchange has the meaning specified in Section 114. Redemption Date, when used with respect to any Security to be redeemed,
in whole or in part, means the date fixed for such redemption by or pursuant to
this Indenture. Redemption Price, when used with respect to any Security to be redeemed,
means the price at which it is to be redeemed pursuant to this Indenture. Registered Security means any Security registered in the Security
Register. Regular Record Date for the interest payable on any Interest Payment
Date on the Registered Securities of or within any series means the date
specified for that purpose as contemplated by Section 301. Repayment Date
means, when used with respect to any Security to be repaid at the option
of the Holder, the date fixed for such repayment pursuant to this Indenture. Repayment Price means, when used with respect to any Security to be
repaid at the option of the Holder, the price at which it is to be repaid
pursuant to this Indenture. Required Currency has the meaning specified in Section 114. Reset Notice has the meaning specified in Section 307. Responsible Officer, when used with respect to the Trustee, means the
chairman or any vice-chairman of the board of directors, the chairman or any
vice-chairman of the executive committee of the board of directors, the
chairman of the trust committee, the president, any vice president, the
secretary, any assistant secretary, the treasurer, any assistant treasurer, the
cashier, any assistant cashier, any trust officer or assistant trust officer,
the controller or any assistant controller or any other officer of the Trustee
customarily performing functions similar to those performed by any of the
above-designated officers, and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject. 13




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Restricted Subsidiary means any North American Subsidiary that owns or
leases a Principal Asset referred to in clause (i) of the definition of
Principal Asset or is engaged primarily in the business of owning or holding
capital stock of one or more Restricted Subsidiaries. Restricted Subsidiary,
however, does not include (1) any Subsidiary whose primary business consists of
(a) financing operations in connection with leasing and conditional sale
transactions on behalf of the Company and its Subsidiaries, (b) purchasing
accounts receivable or making loans secured by accounts receivable or inventory
or (c) being a finance company or (2) any Subsidiary which the Board of
Directors of the Company has determined by resolution does not maintain a
substantial portion of its fixed assets within Canada or the United States. Securities has the meaning stated in the first recital of this Indenture
and more particularly means any Securities authenticated and delivered under
this Indenture; provided, however, that if at any time there is more than one
Person acting as Trustee under this Indenture, Securities with respect to the
Indenture as to which such Person is Trustee shall have the meaning stated in
the first recital of this Indenture and shall more particularly mean Securities
authenticated and
delivered under this Indenture, exclusive, however, of Securities of any
series as to which such Person is not Trustee. Security Register and Security Registrar have the respective meanings
specified in Section 305. Specified Amount has the meaning specified in Section 312. Special Record Date for the payment of any Defaulted Interest on the
Registered Securities of or within any series means a date fixed by the Trustee
pursuant to Section 307. Stated Maturity, when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security or a coupon representing such installment of interest as the
fixed date on which the principal of such Security or such installment of
principal or interest is due and payable, as such date may be extended pursuant
to the provisions of Section 308 (if applicable). Subsidiary means (i) a corporation more than 50% of the outstanding
Voting Stock of which at the time of determination is owned, directly or
indirectly, by the Company or by one or more Subsidiaries of the Company or by
the Company and one or more Subsidiaries of the Company and the votes carried
by such Voting Stock are sufficient, if exercised, to elect a majority of the
board of directors of the corporation or (ii) any other Person (other than a
corporation) in which at the time of determination the Company or one or more
Subsidiaries of the Company or the Company and one or more Subsidiaries of the
Company, directly or indirectly, has or have at least a majority ownership and
power to direct the policies, management and affairs of the Person. Subsidiary Issuer means the applicable Person named as a Subsidiary
Issuer in the first paragraph of this Indenture until a successor Person shall
have become such pursuant 14




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to the applicable provisions of this Indenture, and
thereafter a Subsidiary Issuer shall mean such successor Person. Subsequent Interest Period has the meaning specified in Section 307. Trust Indenture Act or TIA means the Trust Indenture Act of 1939, as
amended and as in force at the date as of which this Indenture was executed
except as provided in Section 905. Trustee means the Person named as the Trustee in the first paragraph
of this Indenture until a successor Trustee shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter Trustee shall
mean or include each Person who is then a Trustee hereunder;provided, however,
that if at any time there is more than one such Person, Trustee as used with
respect to the Securities of any series shall mean only the Trustee with
respect to Securities of that series. United States means, unless otherwise specified with respect to any
Securities pursuant to Section 301, the United States of America (including the
states and the District of Columbia), its territories, its possessions and
other areas subject to its jurisdiction. U.S. GAAP means generally accepted accounting principles that are in
effect from time to time in the United States of America. Valuation Date has the meaning specified in Section 312(c). Vice President, when used with respect to an Issuer, the Guarantor or
the Trustee, means any vice president, whether or not designated by a number or
a word or words added before or after the title vice president. Voting Stock means securities or other ownership interests of a
corporation, partnership or other entity having by the terms thereof ordinary
voting power to vote in the election of the board of directors or other persons
performing similar functions of such corporation, partnership or other entity
(without regard to the occurrence of any contingency). Yield to Maturity means the yield to maturity, computed at the time of
issuance of a Security (or, if applicable, at the most recent redetermination
of interest on such Security) and as set forth in such Security in accordance
with generally accepted United States bond yield computation principles. SECTION 102. Compliance Certificates and Opinions. Upon any application or request by an Issuer or the Guarantor to the
Trustee to take any action under any provision of this Indenture, such Issuer
or the Guarantor shall furnish to the Trustee, an Officers Certificate stating
that all conditions precedent, if any, provided for in this Indenture
(including any covenant compliance with which constitutes a condition
precedent) relating to the proposed action have been complied with and an
Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the 15




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furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished. Every certificate or opinion with respect to compliance with a covenant or
condition provided for in this Indenture (other than pursuant to Section 1004)
shall include: (1) a statement that each individual signing such certificate or
opinion has read such covenant or condition and the definitions
herein relating thereto; (2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based; (3) a statement that, in the opinion of each such individual, he
has made such examination or investigation as is necessary to enable
him to express an informed opinion as to whether or not such covenant
or condition has been complied with; and (4) a statement as to whether, in the opinion of each such
individual, such covenant or condition has been complied with. SECTION 103. Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of an Issuer or the Guarantor may
be based, insofar as it relates to legal matters, upon a certificate or opinion
of, or representations by, counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate or Opinion of Counsel may
be based,
insofar as it relates to factual matters, upon a certificate or opinion
of, or representations by, an officer or officers of such Issuer or the
Guarantor, as the case may be, stating that the information with respect to
such factual matters is in the possession of such Issuer or the Guarantor
unless such counsel knows, or in the exercise of reasonable care should know,
that the certificate or opinion or representations with respect to such matters
are erroneous. Any certificate or opinion of an officer of an Issuer or the Guarantor or
of counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of, or representations by, an accountant or firm of
accountants in the employ of an Issuer or the Guarantor, unless such officer or
counsel, as the case may be, knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
the accounting matters upon which such certificate or opinion may be based are
erroneous. Any 16




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certificate or opinion of any independent firm of public
accountants filed with the Trustee shall contain a statement that such firm is
independent. Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument. SECTION 104. Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders of
the Outstanding Securities of all series or one or more series, as the case may
be, may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agents duly
appointed in writing. If Securities of a series are issuable as Bearer
Securities, any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders of such series may, alternatively, be embodied in and evidenced by the
record of Holders of Securities of such series voting in favor thereof, either
in person or by proxies duly appointed in writing, at any meeting of Holders of
Securities of such series duly called and held in accordance with the
provisions of Article Sixteen, or a combination of such instruments and any
such record. Except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments or record or both are
delivered to the Trustee and, where it is hereby expressly required, to the
applicable Issuer and the Guarantor (in the case of Guaranteed Securities).
Such instrument or instruments and any such record (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the Act of
the Holders signing such instrument or instruments or so voting at any such
meeting. Proof of execution of any such instrument or of a writing appointing
any such agent, or of the holding by any Person of a Security, shall be
sufficient for any purpose of this Indenture and conclusive in favor of the
Trustee, the applicable Issuer and the Guarantor, if made in the manner
provided in this Section. The record of any meeting of Holders of Securities
shall be proved in the manner provided in Section 1606. (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved in any reasonable manner which the Trustee
deems sufficient. (c) The principal amount and serial numbers of Registered Securities held
by any Person, and the date of holding the same, shall be proved by the
Security Register. (d) The principal amount and serial numbers of Bearer Securities held by
any Person, and the date of holding the same, may be proved by the production
of such Bearer Securities or by a certificate executed, as depositary, by any
trust company, bank, banker or other depositary, wherever situated, if such
certificate shall be deemed by the Trustee to be satisfactory, showing that at
the date therein mentioned such Person had on deposit with such depositary, or
exhibited to it, the Bearer Securities therein described; or such facts may be
proved by the certificate or affidavit of the Person holding such Bearer
Securities, if such certificate or affidavit is deemed by the Trustee to be
satisfactory. The Trustee and the applicable Issuer may assume that such
ownership of any Bearer Security continues until (1) another certificate or
affidavit bearing a later date issued in respect of the same Bearer 17




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Security is
produced, or (2) such Bearer Security is produced to the Trustee by some other
Person, or (3) such Bearer Security is surrendered in exchange for a Registered
Security, or (4) such Bearer Security is no longer Outstanding. The principal
amount and serial numbers of Bearer Securities held by any Person, and the date
of holding the same, may also be proved in any other manner that the Trustee
deems sufficient. (e) If an Issuer or the Guarantor shall solicit from the Holders of
Registered Securities any request, demand, authorization, direction, notice,
consent, waiver or other Act, such Issuer or the Guarantor, as the case may be,
may, at its option, by or pursuant to a Board Resolution, fix in advance a
record date for the determination of Holders entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other Act, but
such Issuer or the Guarantor, as the case may be, shall have no obligation to
do so. Notwithstanding TIA Section 316(c), such record date shall be the
record date specified in or pursuant to such Board Resolution, which shall be a
date not earlier than the date 30 days prior to the first solicitation of
Holders generally in connection therewith and not later than the date such
solicitation is completed. If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other Act may be
given before or after such record date, but only the Holders of record at the
close of business on such record date shall be deemed to be Holders for the
purposes of determining whether Holders of the requisite proportion of
Outstanding Securities have authorized or agreed or consented to such request,
demand, authorization, direction, notice, consent, waiver or other Act, and for
that purpose the Outstanding Securities shall be computed as of such record
date; provided that no such authorization, agreement or consent by the Holders
on such record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not later than eleven months after
the record date. (f) Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Security shall bind every future Holder of
the same Security and the Holder of every Security issued upon the registration
of transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee, the applicable
Issuer or the Guarantor in reliance thereon, whether or not notation of such
action is made upon such Security. SECTION 105. Notices, etc. to Trustee, Company, Subsidiary Issuers and
Guarantor. Any request, demand, authorization, direction, notice, consent, waiver or
Act of Holders or other documents provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with, (1) the Trustee by any Holder or by an Issuer or the Guarantor
shall be sufficient for every purpose hereunder if made, given,
furnished or filed in writing or sent by facsimile to the Trustee at
its Corporate Trust Office, 4 New York Plaza, 15th Floor, New York,
New York 10004, Attention: Denise S. Moore, Institutional Trust
Services, (212) 623-6216, or (2) an Issuer or the Guarantor by the Trustee or by any Holder
shall be sufficient for every purpose hereunder (unless otherwise
herein expressly provided) if 18




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in writing and mailed, first-class
postage prepaid, or sent by overnight courier to such Issuer or the
Guarantor, as the case may be, addressed to it at the address of its
principal office specified in the first paragraph of this Indenture
or at any other address previously furnished in writing to the
Trustee by such Issuer or the Guarantor, as the case may be. SECTION 106. Notice to Holders; Waiver. Where this Indenture provides for notice of any event to Holders of
Registered Securities by an Issuer, the Guarantor or the Trustee, such notice
shall be sufficiently given (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, to each such Holder affected
by such event, at his address as it appears in the Security Register, not later
than the latest date, and not earlier than the earliest date, prescribed for
the giving of such notice. In any case where notice to Holders of Registered
Securities is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders of Registered
Securities or the sufficiency of any notice to Holders of Bearer Securities
given as provided. Any notice mailed to a Holder in the manner herein
prescribed shall be conclusively deemed to have been received by such Holder,
whether or not such Holder actually receives such notice. In case, by reason of the suspension of or irregularities in regular mail
service or by reason of any other cause, it shall be impractical to mail notice
of any event to Holders of Registered Securities when such notice is required
to be given pursuant to any provision of this Indenture, then any manner of
giving such notice as shall be directed by the applicable Issuer shall be
deemed to be sufficient giving of such notice for every purpose hereunder. Except as otherwise expressly provided herein or otherwise specified with
respect to any Securities pursuant to Section 301, where this Indenture
provides for notice to Holders of Bearer Securities of any event, such notice
shall be sufficiently given to Holders of Bearer Securities if published in an
Authorized Newspaper in The City of New York and in such other city or cities
as may be specified in such Securities on a Business Day at least twice, the
first such publication to be not earlier than the earliest date, and not later
than the latest date,
prescribed for the giving of such notice. Any such notice shall be deemed
to have been given on the date of the first such publication. In case, by reason of the suspension of publication of any Authorized
Newspaper or Authorized Newspapers or by reason of any other cause, it shall be
impracticable to publish any notice to Holders of Bearer Securities as provided
above, then such notification to Holders of Bearer Securities as shall be given
as directed by the applicable Issuer shall constitute sufficient notice to such
Holders for every purpose hereunder. Neither the failure to give notice by
publication to Holders of Bearer Securities as provided above, nor any defect
in any notice so published, shall affect the sufficiency of such notice with
respect to other Holders of Bearer Securities or the sufficiency of any notice
to Holders of Registered Securities given as provided herein. 19




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Any request, demand, authorization, direction, notice, consent or waiver
required or permitted under this Indenture shall be in the English language,
except that any published notice may be in an official language of the country
of publication. Where this Indenture provides for notice in any manner, such notice may be
waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders shall be filed with the Trustee, but such filing
shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver. SECTION 107. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof. SECTION 108. Successors and Assigns. All covenants and agreements in this Indenture by each of the Issuers and
the Guarantor shall bind its successors and assigns, whether so expressed or
not. SECTION 109. Separability Clause. In case any provision in this Indenture or in any Security or coupon shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby. SECTION 110. Benefits of Indenture. Nothing in this Indenture or in the Securities or coupons, express or
implied, shall give to any Person, other than the parties hereto, any
Authenticating Agent, any Paying Agent, any Securities Registrar and their
successors hereunder and the Holders of Securities or coupons, any benefit or
any legal or equitable right, remedy or claim under this Indenture. SECTION 111. Governing Law. This Indenture, the Guarantees and the Securities and coupons shall be
governed by and construed in accordance with the law of the State of New York.
This Indenture is subject to the provisions of the Trust Indenture Act that are
required to be part of this Indenture and shall, to the extent applicable, be
governed by such provisions. SECTION 112. Legal Holidays. In any case where any Interest Payment Date, Redemption Date, sinking fund
payment date or Stated Maturity or Maturity of any Security shall not be a
Business Day at any Place of Payment, then (notwithstanding any other provision
of this Indenture or of any Security or coupon other than a provision in the
Securities of any series which specifically states that such provision shall
apply in lieu of this Section), payment of principal (or premium, if any) or
interest, if any, need not be made at such Place of Payment on such date, but
may be made on the 20




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next succeeding Business Day at such Place of Payment with
the same force and effect as if made on the Interest Payment Date or Redemption
Date or sinking fund payment date, or at the Stated Maturity or Maturity;
provided that no interest shall accrue for the period from and after such
Interest Payment Date, Redemption Date, sinking fund payment date, Stated
Maturity or Maturity, as the case may be. SECTION 113. Agent for Service; Submission to Jurisdiction; Waiver of
Immunities. By the execution and delivery of this Indenture, each of the Issuers and
the Guarantor (i) irrevocably designates and appoints, and acknowledges that it
has irrevocably designated and appointed, CT Corporation System, 111
8th
Avenue, 13th Floor, New York, New York 10011 as its authorized agent upon which
process may be served in any suit, action or proceeding arising out of or
relating to the Securities, the Guarantees or this Indenture that may be
instituted in any United States federal or New York state court in The City of
New York or brought under federal or state securities laws or brought by the
Trustee (whether in its individual capacity or in its capacity as Trustee
hereunder) or, subject to Section 507, any Holder of Securities or Guarantees
in any United States federal or New York state court in The City of New York,
(ii) submits to the non-exclusive jurisdiction of any such court in any such
suit, action or proceeding, and (iii) agrees that service of process upon CT
Corporation System and written notice of said service to such Issuer or the
Guarantor, as the case may be (mailed or delivered to its Secretary at its
principal office specified in the first paragraph of this Indenture
and in the manner specified in Section 105 hereof), shall be deemed in
every respect effective service of process upon such Issuer or the Guarantor,
as the case may be in any such suit, action or proceeding. Each of the Issuers
and the Guarantor 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 CT Corporation System
in full force and effect so long as any of the Securities shall be Outstanding
or any amounts shall be payable in respect of any Securities or coupons. Each of the Issuers and the Guarantors irrevocably and unconditionally
waives, to the fullest extent permitted by law, any objection that it may now
or hereafter have to the laying of venue of any such action, suit or proceeding
in any such court or any appellate court with respect thereto and irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
form to the maintenance of any such action, suit or proceeding in any such
court. To the extent that any Issuer or the Guarantor has or hereafter may
acquire any immunity from jurisdiction of any court or from any legal 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, each of them hereby irrevocably waives such immunity in respect of
its obligations under this Indenture, the Guarantees and the Securities, to the
extent permitted by law. 21




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SECTION 114. Conversion of Currency. Each Issuer and the Guarantor covenant and agree that the following
provisions shall apply to conversion of Currency in the case of the Securities,
the Guarantees and this Indenture to the fullest extent permitted by applicable
law: (a) (i) If for the purposes of obtaining judgment in, or enforcing
the judgment of, any court in any country, it becomes necessary to
convert into a currency (the Judgment Currency) an amount due or
contingently due under the Securities of any series or this Indenture in
any other currency (the Required Currency), then the conversion shall
be made at the rate of exchange prevailing on the Business Day before the
day on which the judgment is given or the order of enforcement is made,
as the case may be (unless a court shall otherwise determine). (i) If there is a change in the rate of exchange prevailing between
the Business Day before the day on which the judgment is given or an
order of enforcement is made, as the case may be (or such other date as a
court shall determine), and the date of receipt of the amount due, the
applicable Issuer or, in the case of Guaranteed Securities, the
Guarantor, as the case may be, shall pay such additional (or, as the case
may be, such lesser) amount, if any, as may be necessary so that the
amount paid in the Judgment Currency when converted at the rate of
exchange prevailing on the date of receipt will produce the amount in the
Required Currency originally due. (b) In the event of the winding-up of an Issuer or the Guarantor at any
time while any amount or damages owing under the Securities, the Guarantees and
this Indenture, or
any judgment or order rendered in respect thereof, shall remain unpaid or
outstanding, such Issuer or, in the case of Guaranteed Securities, the
Guarantor, as the case may be, shall indemnify and hold the Holders of
Securities and the Trustee harmless against any deficiency arising or resulting
from any variation in rates of exchange between (1) the date as of which the
equivalent of the amount in the Required Currency (other than under this
Subsection (b)) is calculated for the purposes of such winding-up and (2) the
final date for the filing of proofs of claim in such winding-up. For the
purpose of this Subsection (b) the final date for the filing of proofs of claim
in the winding-up of an Issuer or the Guarantor, as the case may be, shall be
the date fixed by the liquidator or otherwise in accordance with the relevant
provisions of applicable law as being the latest practicable date as at which
liabilities of such Issuer or the Guarantor, as the case may be, may be
ascertained for such winding-up prior to payment by the liquidator or otherwise
in respect thereto. (c) The obligations contained in Subsections (a)(ii) and (b) of this
Section shall constitute separate and independent obligations of the applicable
Issuer or the Guarantor, as the case may be, from its other obligations under
the Securities, the Guarantees and this Indenture, shall give rise to separate
and independent causes of action against such Issuer and the Guarantor, shall
apply irrespective of any waiver or extension granted by any Holder or Trustee
from time to time and shall continue in full force and effect notwithstanding
any judgment or order or the filing of any proof of claim in the winding-up of
such Issuer or the Guarantor for a liquidated sum in respect of amounts due
hereunder (other than under Subsection (b) above) or under any such judgment or
order. Any such deficiency as aforesaid shall be deemed to 22




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constitute a loss
suffered by the Holders or the Trustee, as the case may be, and no proof or
evidence of any actual loss shall be required by the applicable Issuer, the
Guarantor or the applicable liquidator. In the case of Subsection (b) above,
the amount of such deficiency shall not be deemed to be reduced by any
variation in rates of exchange occurring between the said final date and the
date of any liquidating distribution. (d) The term rate(s) of exchange shall mean the Bank of Canada noon rate
for purchases on the relevant date of the Required Currency with the Judgment
Currency, as reported by Telerate on screen 3194 (or such other means of
reporting the Bank of Canada noon rate as may be agreed upon by each of the
parties to this Indenture) and includes any premiums and costs of exchange
payable. SECTION 115. Currency Equivalent. Except as otherwise provided in this Indenture, for purposes of the
construction of the terms of this Indenture or of the Securities, in the event
that any amount is stated herein in the Currency of one nation (the First
Currency), as of any date such amount shall also be deemed to represent the
amount in the Currency of any other relevant nation (the Other Currency)
which is required to purchase such amount in the First Currency at the Bank of
Canada noon rate as reported by Telerate on screen 3194 (or such other means of
reporting the Bank of Canada noon rate as may be agreed upon by each of the
parties to this Indenture) on the date of determination. SECTION 116. No Recourse Against Others. A director, officer, employee or shareholder, as such, of an Issuer or the
Guarantor shall not have any liability for any obligations of such Issuer or
the Guarantor under the Securities, the Guarantees or this Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Holder shall waive and release all
such liability. Such waiver and release shall be part of the consideration for
the issue of the Securities. SECTION 117. Multiple Originals. The parties may sign any number of copies of this Indenture. Each signed
copy shall be an original, but all of them together represent the same
agreement. One signed copy is enough to prove this Indenture. SECTION 118. Conflict with Trust Indenture Act. If and to the extent that any provision hereof limits, qualifies or
conflicts with another provision that is required or deemed to be included in
this Indenture by any of the provisions of the Trust Indenture Act, such
required or deemed provision shall control. ARTICLE TWO
SECURITY FORMS SECTION 201. Forms Generally. 23




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The Registered Securities, if any, of each series and the Bearer
Securities, if any, of each series and related coupons shall be in
substantially the forms as shall be established by or pursuant to a Board
Resolution of the applicable Issuer or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture, and may
have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
applicable Issuer. If the forms of Securities or coupons of any series are
established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the applicable Issuer and delivered to the Trustee at or
prior to the delivery of the Issuer Order contemplated by Section 303 for the
authentication and delivery of such Securities or coupons. Any portion of the
text of any Security may be set forth on the reverse thereof, with an
appropriate reference thereto on the face of the Security. Unless otherwise specified as contemplated by Section 301, Securities in
bearer form shall have interest coupons attached. The Trustees certificate of authentication on all Securities shall be in
substantially the form set forth in this Article. The definitive Securities, coupons and Guarantees shall be printed,
lithographed or engraved on steel-engraved borders or may be produced in any
other manner, all as determined by the officers executing such Securities, as
evidenced by their execution of such Securities or coupons. A Security
(including any Guarantee endorsed thereon) may be in substantially the form
attached as Exhibit A hereto, or a Security (including any Guarantee endorsed
thereon) may be in any form established by or pursuant to authority granted by
one or more Board Resolutions and set forth in an Officers Certificate or
supplemental indenture pursuant to Section 301. SECTION 202. Form of Trustees Certificate of Authentication. Subject to Section 611, the Trustees certificate of authentication shall
be in substantially the following form: TRUSTEES CERTIFICATE OF AUTHENTICATION Dated: This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture. JPMORGAN CHASE BANK,as
TrusteeByAuthorized Officer
 24




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SECTION 203. Securities Issuable in Global Form. If Securities of or within a series are issuable in global form, as
specified as contemplated by Section 301, then, notwithstanding clause (9) of
Section 301, any such Security shall represent such of the Outstanding
Securities of such series as shall be specified therein and may provide that it
shall represent the aggregate amount of Outstanding Securities of such series
from time to time endorsed thereon and that the aggregate amount of Outstanding
Securities of such series represented thereby may from time to time be
increased or decreased to reflect exchanges. Any endorsement of a Security in
global form to reflect the amount, or any increase or decrease in the amount,
of Outstanding Securities represented thereby shall be made by the
Trustee in such manner and upon instructions given by such Person or
Persons as shall be specified therein or in the Issuer Order to be delivered to
the Trustee pursuant to Section 303 or Section 304. Subject to the provisions
of Section 303 and, if applicable, Section 304, the Trustee shall deliver and
redeliver any Security in permanent global form in the manner and upon
instructions given by the Person or Persons specified therein or in the
applicable Issuer Order. If an Issuer Order pursuant to Section 303 or Section
304 has been, or simultaneously is, delivered, any instructions by such Issuer
with respect to endorsement or delivery or redelivery of a Security in global
form shall be in writing but need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any
Security represented by a Security in global form if such Security was never
issued and sold by the applicable Issuer and such Issuer delivers to the
Trustee the Security in global form together with written instructions (which
need not comply with Section 102 and need not be accompanied by an Opinion of
Counsel) with regard to the reduction in the principal amount of Securities
represented thereby, together with the written statement contemplated by the
last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified
as contemplated by Section 301, payment of principal of (and premium, if any)
and interest, if any, on any Security in permanent global form shall be made to
the Person or Persons specified therein. Notwithstanding the provisions of Section 309 and except as provided in
the preceding paragraph, the applicable Issuer, the Guarantor, the Trustee and
any agent of the applicable Issuer, the Guarantor or the Trustee shall treat as
the Holder of such principal amount of Outstanding Securities represented by a
permanent global Security (i) in the case of a permanent global Security in
registered form, the Holder of such permanent global Security in registered
form, or (ii) in the case of a permanent global Security in bearer form,
Euroclear or Clearstream. SECTION 204. Guarantee by Guarantor; Form of Guarantee. The Guarantor by its execution of this Indenture hereby agrees with each
Holder of a Guaranteed Security of each series authenticated and delivered by
the Trustee and with the Trustee on behalf of each such Holder, to be
unconditionally and irrevocably bound by the terms and provisions of the
Guarantee set forth below and authorizes the Trustee to confirm such 25




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Guarantees
to the Holder of each such Guaranteed Security by its delivery of each such
Guaranteed Security, with such Guarantees endorsed thereon, authenticated and
delivered by the Trustee. Guarantees to be endorsed on the Guaranteed Securities shall, subject to
Section 201, be in substantially the form set forth below or in any other form
established by or pursuant to authority granted by one or more Board
Resolutions and set forth in an Officers Certificate or supplemental indenture
pursuant to Section 301: GUARANTEE
OF
BARRICK GOLD CORPORATION For value received, Barrick Gold Corporation, a corporation incorporated
under the laws of the Province of Ontario, having its principal executive
offices at BCE Place, Canada Trust Tower, Suite 3700, 161 Bay Street, Toronto,
Ontario, Canada M5J 2S1 (herein called the Guarantor, which term includes any
successor Person under the Indenture referred to in the Security upon which
this Guarantee is endorsed), hereby unconditionally and irrevocably guarantees
to the Holder of the Security upon which this Guarantee is endorsed and to the
Trustee on behalf of each such Holder the due and punctual payment of the
principal of, premium, if any, and interest on such Security, the due and
punctual payment of any Additional Amounts that may be payable with respect to
such Security, and the due and punctual payment of the sinking fund or
analogous payments referred to therein, if any, when and as the same shall
become due and payable, whether on the Stated Maturity, by declaration of
acceleration, call for redemption or otherwise, according to the terms thereof
and of the Indenture referred to therein. In case of the failure of Barrick
Gold Inc., a corporation incorporated under the laws of the Province of Ontario
or Barrick Gold Finance Company, an unlimited liability company incorporated
under the laws of the Province of Nova Scotia, as applicable (each herein
called a Subsidiary Issuer, which term includes any successor Person under
such Indenture), punctually to make any such payment of principal, premium, if
any, or interest, or any Additional Amounts that may be payable with respect to
such Security or any such sinking fund or analogous payment, the Guarantor
hereby agrees to cause any such payment to be made punctually when and as the
same shall become due and payable, whether on the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise, and as if such
payment were made by the Subsidiary Issuer. The Guarantor hereby agrees that its obligations hereunder shall be as if
it were principal debtor and not merely surety, and shall be absolute and
unconditional, irrespective of, and shall be unaffected by, any invalidity,
irregularity or unenforceability of such Security or such Indenture, any
failure to enforce the provisions of such Security or such Indenture, or any
waiver, modification or indulgence granted to the Subsidiary Issuer with
respect thereto, by the Holder of such Security or the Trustee or any other
circumstance which may otherwise constitute a legal or equitable discharge of a
surety or guarantor; provided, however, that, notwithstanding the foregoing, no
such waiver, modification or indulgence shall, without the consent of the
Guarantor, increase the principal amount of such Security, or increase the
interest rate thereon, or increase any premium payable upon redemption thereof,
or alter the Stated Maturity thereof, or increase the principal amount of any
Original Issue Discount Security that would be due and 26




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payable upon a
declaration of acceleration of the maturity thereof pursuant to Article Five of
such Indenture. The Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of merger or bankruptcy of
the Subsidiary Issuer, any right to require a proceeding first against the
Subsidiary Issuer, protest or notice with respect to such Security or the
indebtedness evidenced thereby or with respect to any Additional Amounts that
may be payable with respect to such Security or any sinking fund or analogous
payment required under such Security and all demands whatsoever, and covenants
that its obligations under this Guarantee will not be discharged except by
payment in full of the principal of, premium, if any, and interest and any
Additional Amounts that may be payable with respect to such Security. The Guarantor shall be subrogated to all rights of the Holder of such
Security and the Trustee against the Subsidiary Issuer in respect of any
amounts paid to such Holder by the Guarantor pursuant to the provisions of this
Guarantee; provided, however, that the Guarantor shall not be entitled to
enforce or to receive any payments arising out of or based upon such right of
subrogation until the principal of, premium, if any, and interest on all
Securities of the same series issued under such Indenture and any Additional
Amounts that may be payable with respect to such Securities shall have been
paid in full. No reference herein to such Indenture and no provision of this Guarantee
or of such Indenture shall alter or impair the guarantees of the Guarantor,
which are absolute and unconditional, of the due and punctual payment of the
principal of, premium, if any, and interest on, and any Additional Amounts that
may be payable with respect to, and any sinking fund or analogous payments with
respect to, the Security upon which this Guarantee is endorsed. This Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication of such Security shall have been manually
executed by or on behalf of the Trustee under such Indenture. All terms used in this Guarantee which are defined in such Indenture shall
have the meanings assigned to them in such Indenture. This Guarantee shall be governed by and construed in accordance with
the laws of the State of New York. Executed and dated the date on the face hereof. BARRICK GOLD CORPORATIONBy

Name:Title:By
Name:Title:
 27




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Reference is made to Article Fifteen for further provisions with respect
to the Guarantees. ARTICLE THREE
THE SECURITIES SECTION 301. Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. Except as otherwise
provided herein, and except to the extent prescribed by law, (i) each series of
Company Securities and the Guarantees (in the case of Guaranteed Securities)
shall be direct, unconditional and unsecured obligations of the Company and
shall rank pari passu and ratably without preference among themselves and pari
passu with all other unsecured and unsubordinated obligations of the Company
and (ii) each series of Guaranteed Securities shall be direct, unconditional
and unsecured obligations of the applicable Subsidiary Issuer and shall rank
pari passu and ratably without preference among themselves and pari passu with
all other unsecured and unsubordinated obligations of the applicable Subsidiary
Issuer. There shall be established in one or more Board Resolutions of the
applicable Issuer or pursuant to authority granted by one or more Board
Resolutions of the applicable Issuer and, subject to Section 303, set forth in,
or determined in the manner provided in, an Officers Certificate of the
applicable Issuer, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series, any or all of the
following, as applicable (each of which (except for the matters set forth in
clauses (1), (2), (3) and (17) below), if so provided, may be determined from
time to time by the applicable Issuer with respect to unissued Securities of
the series and set forth in such Securities of the series when issued from time
to time): (1) whether such Securities are Company Securities or Guaranteed
Securities and if such Securities are Guaranteed Securities, which of
the Subsidiary Issuers shall issue the Guaranteed Securities; (2) the title of the Securities of the series (which shall
distinguish the Securities of the series from all other series of
Securities); (3) any limit upon the aggregate principal amount of the
Securities of the series that may be authenticated and delivered
under this Indenture (except for Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or in
lieu of, other Securities of the series pursuant to Section 304, 305,
306, 906, 1107 or 1305) and, in the event that no limit upon the
aggregate principal amount of the Securities of that series is
specified, the applicable Issuer shall have the right, subject to any
terms, conditions or other provisions specified pursuant to this
Section 301 with respect to the Securities of such series, to re-open
such series for the issuance of additional Securities of such series
from time to time; 28




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(4) the date or dates, or the method by which such date or dates
will be determined or extended, on which the principal of the
Securities of the series is payable; (5) the rate or rates at which the Securities of the series
shall bear interest, if any, or the method by which such rate or
rates shall be determined, the date or dates from which such interest
shall accrue, or the method by which such date or dates shall be
determined, the Interest Payment Dates on which such interest shall
be payable and the Regular Record Date, if any, for the interest
payable on any Registered
Security on any Interest Payment Date, or the method by which
such date or dates shall be determined, and the basis upon which
interest shall be calculated if other than on the basis of a 360-day
year of twelve 30-day months; (6) the place or places, if any, other than the Corporate Trust
Office, where the principal of (and premium, if any) and interest, if
any, on Securities of the series shall be payable, where any
Registered Securities of the series may be surrendered for
registration of transfer, where Securities of the series may be
surrendered for exchange, where Securities of the series that are
convertible or exchangeable may be surrendered for conversion or
exchange, as applicable, and, if different than the location
specified in Section 105, the place or places where notices or
demands to or upon the applicable Issuer in respect of the Securities
of the series and this Indenture may be served; and the extent to
which, or the manner in which, any interest payment or Additional
Amounts due on a global Security of that series on an Interest
Payment Date will be paid (if different than for other Securities of
such series); (7) the period or periods within which, the price or prices at
which, the Currency (if other than Dollars) in which, and other terms
and conditions upon which Securities of the series may be redeemed,
in whole or in part, at the option of the applicable Issuer, if such
Issuer is to have that option; (8) the obligation, if any, of the applicable Issuer to redeem,
repay or purchase Securities of the series pursuant to any sinking
fund or analogous provision or at the option of a Holder thereof, and
the period or periods within which, the price or prices at which, the
Currency (if other than Dollars) in which, and other terms and
conditions upon which Securities of the series shall be redeemed,
repaid or purchased, in whole or in part, pursuant to such
obligation; (9) if other than denominations of $1,000 and any integral
multiple thereof, the denomination or denominations in which any
Registered Securities of the series shall be issuable and, if other
than denominations of $5,000, the denomination or denominations in
which any Bearer Securities of the series shall be issuable; (10) if other than the Trustee, the identity of each Security
Registrar and/or Paying Agent; 29




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(11) if other than the principal amount thereof, the portion of
the principal amount of Securities of the series that shall be
payable upon declaration of acceleration of the Maturity thereof
pursuant to Section 502 or the method by which such portion shall be
determined; (12) if other than Dollars, the Currency in which payment of the
principal of (or premium, if any) or interest, if any, on the
Securities of the series shall be payable or in which the Securities
of the series shall be denominated and the particular provisions
applicable thereto in accordance with, in addition to or in lieu of
any of the provisions of Section 312; (13) whether the amount of payments of principal of (or premium,
if any) or interest, if any, on the Securities of the series may be
determined with reference to an index, formula or other method (which
index, formula or method may be based, without limitation, on one or
more Currencies, commodities, equity indices or other indices), and
the manner in which such amounts shall be determined; (14) whether the principal of (or premium, if any) or interest,
if any, on the Securities of the series are to be payable, at the
election of the applicable Issuer or a Holder thereof, in a Currency
other than that in which such Securities are denominated or stated to
be payable, the period or periods within which (including the
Election Date), and the terms and conditions upon which, such
election may be made, and the time and manner of determining the
exchange rate between the Currency in which such Securities are
denominated or stated to be payable and the Currency in which such
Securities are to be so payable, in each case in accordance with, in
addition to or in lieu of any of the provisions of Section 312; (15) the designation of the initial Exchange Rate Agent, if any; (16) the applicability, if any, of Sections 1402 and/or 1403 to
the Securities of the series and any provisions in modification of,
in addition to or in lieu of any of the provisions of Article
Fourteen that shall be applicable to the Securities of the series; (17) provisions, if any, granting special rights to the Holders
of Securities of the series upon the occurrence of such events as may
be specified; (18) any deletions from, modifications of or additions to the
Events of Default or covenants (including any deletions from,
modifications of or additions to Section 1010) of the Guarantor or
the applicable Issuer with respect to Securities of the series,
whether or not such Events of Default or covenants are consistent
with the Events of Default or covenants set forth herein; (19) whether Securities of the series are to be issuable as
Registered Securities, Bearer Securities (with or without coupons) or
both, any restrictions applicable to the offer, sale or delivery of
Bearer Securities, whether any Securities of the series are to be
issuable initially in temporary global form and whether any
Securities of the series are to be issuable in permanent global form
with or without 30




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coupons and, if so, whether beneficial owners of
interests in any such permanent global Security may exchange such
interests for Securities of such series and of like tenor of any
authorized form and denomination and the circumstances under which
any such exchanges may occur, if other than in the manner provided in
Section 305, whether Registered Securities of the series may be
exchanged for Bearer Securities of the series (if permitted by
applicable laws and regulations), whether Bearer Securities of the
series may be exchanged for Registered Securities of such series, and
the circumstances under which and the place or places where any such
exchanges may be made and if Securities of the series are to be
issuable in global form, the identity of any initial depository
therefor if other than The Depository Trust Company; (20) the date as of which any Bearer Securities of the series
and any temporary global Security representing Outstanding Securities
of the series shall be dated if other than the date of original
issuance of the first Security of the series to be issued; (21) the Person to whom any interest on any Registered Security
of the series shall be payable, if other than the Person in whose
name that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for
such interest, the manner in which, or the Person to whom, any
interest on any Bearer Security of the series shall be payable, if
otherwise than upon presentation and surrender of the coupons
appertaining thereto as they severally mature, and the extent to
which, or the manner in which, any interest payable on a temporary
global Security on an Interest Payment Date will be paid if other
than in the manner provided in Section 304; (22) if Securities of the series are to be issuable in
definitive form (whether upon original issue or upon exchange of a
temporary Security of such series) only upon receipt of certain
certificates or other documents or satisfaction of other conditions,
the form and/or terms of such certificates, documents or conditions; (23) if the Securities of the series are to be issued upon the
exercise of warrants, the time, manner and place for such Securities
to be authenticated and delivered; (24) the date referred to in Section 1108 that shall be
applicable with respect to the Securities of such series and any
deletions from, modifications of or additions to Sections 1005 or
1108 with respect to the Securities of such series, or a statement to
the effect that either or both of Sections 1005 or 1108 shall not be
applicable with respect to the Securities of such series; (25) if the Securities of the series are to be convertible into
or exchangeable for any securities of any Person (including the
applicable Issuer), the terms and conditions upon which such
Securities will be so convertible or exchangeable; and (26) any other terms, conditions, rights and preferences (or
limitations on such rights and preferences) relating to the series
(which terms shall not be 31




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inconsistent with the requirements of the
Trust Indenture Act but which need not be consistent with the
provisions of this Indenture). All Securities of any one series and the coupons appertaining to any
Bearer Securities of such series shall be substantially identical except, in
the case of Registered Securities, as to denomination and except as may
otherwise be provided in or pursuant to such Board Resolution (subject to
Section 303) and set forth in such Officers Certificate or in any such
indenture supplemental hereto. Not all Securities of any one series need be
issued at the same time, and, unless otherwise provided, a series may be
reopened for issuances of additional Securities of such series. If any of the terms of the series are established by action taken pursuant
to one or more Board Resolutions, such Board Resolutions shall be delivered to
the Trustee at or prior to the delivery of the Officers Certificate setting
forth the terms of the series. SECTION 302. Denominations. The Securities of each series shall be issuable in such denominations as
shall be specified as contemplated by Section 301. With respect to Securities
of any series denominated in Dollars, in the absence of any such provisions,
the Registered Securities of such series, other than Registered Securities
issued in global form (which may be of any denomination), shall be issuable in
denominations of $1,000 and any integral multiple thereof and the Bearer
Securities of such series, other than the Bearer Securities issued in global
form (which may be of any denomination), shall be issuable in a denomination of
$5,000. SECTION 303. Execution, Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on
behalf of the applicable Issuer by its Chairman, its Chief Executive Officer,
its President or a Vice President together with any one of the Secretary, an
Assistant Secretary, the Treasurer or an Assistant Treasurer of such Issuer. The signature of any of these
officers on the Securities or coupons may be the manual or facsimile signatures
of the present or any future such authorized officer and may be imprinted or
otherwise reproduced on the Securities. Securities or coupons bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the applicable Issuer
shall bind such Issuer notwithstanding that such individuals or any of them
have ceased to hold such offices prior to the authentication and delivery of
such Securities or did not hold such offices at the date of such Securities or
coupons. At any time and from time to time after the execution and delivery of this
Indenture, the applicable Issuer may deliver Securities of any series together
with any coupons appertaining thereto, executed by such Issuer and, in the case
of Guaranteed Securities, endorsed by the Guarantor to the Trustee for
authentication, together with an Issuer Order for the authentication and
delivery of such Securities, and the Trustee in accordance with such Issuer
Order shall authenticate and deliver such Securities; provided, however, that,
in connection with its original issuance, no Bearer Security shall be mailed or
otherwise delivered to any location in 32




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the United States or Canada; and
providedfurther that, unless otherwise specified with respect to any series of
Securities pursuant to Section 301, a Bearer Security may be delivered in
connection with its original issuance only if the Person entitled to receive
such Bearer Security shall have furnished a certificate in the form set forth
in Exhibit B-1 to this Indenture, dated no earlier than 15 days prior to the
earlier of the date on which such Bearer Security is delivered and the date on
which any temporary Security first becomes exchangeable for such Bearer
Security in accordance with the terms of such temporary Security and this
Indenture. If any Security shall
be represented by a permanent global Bearer Security, then, for purposes
of this Section and Section 304, the notation of a beneficial owners interest
therein upon original issuance of such Security or upon exchange of a portion
of a temporary global Security shall be deemed to be delivery in connection
with its original issuance of such beneficial owners interest in such
permanent global Security. Except as permitted by Section 306, the Trustee
shall not authenticate and deliver any Bearer Security unless all appurtenant
coupons for interest then matured have been detached and cancelled. If not all
the Securities of any series are to be issued at one time and if the Board
Resolution or supplemental indenture establishing such series shall so permit,
such Issuer Order may set forth procedures acceptable to the Trustee for the
issuance of such Securities and determining terms of particular Securities of
such series such as interest rate, stated maturity, date of issuance and date
from which interest shall accrue. In authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to TIA Sections 315(a)
through 315(d)) shall be fully protected in relying upon, an Opinion or
Opinions of Counsel of the applicable Issuer and, in the case of Guaranteed
Securities, the Guarantor stating: (a) that the form or forms of such Securities and any coupons and
the Guarantees, if any, have been established in conformity with the
provisions of this Indenture; (b) that the terms of such Securities and any coupons and the
Guarantees, if any, have been established in conformity with the
provisions of this Indenture; (c) that such Securities, together with any coupons appertaining
thereto, and, in the case of Guaranteed Securities, the Guarantees, when
completed by appropriate insertions and executed and delivered by the
applicable Issuer and the Guarantor (in the case of Guaranteed
Securities) to the Trustee for authentication in accordance with this
Indenture, authenticated and delivered by the Trustee in accordance with
this Indenture and issued by the applicable Issuer and the Guarantor (in
the case of Guaranteed Securities) in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute the
legal, valid and binding obligations of such Issuer and the Guarantor (in
the case of Guaranteed Securities), respectively, enforceable in
accordance with their terms, subject to applicable bankruptcy,
insolvency, reorganization and other similar laws of general
applicability relating to or affecting the enforcement of creditors
rights, to general equitable principles and to such other qualifications
as such counsel shall conclude do not materially affect the rights of
Holders of such Securities and any coupons; 33




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(d) that all laws and requirements in respect of the execution and
delivery by the applicable Issuer of such Securities, any coupons, and of
the supplemental indentures, if any, and by the Guarantor of such
Guarantees (in the case of Guaranteed Securities) and of the supplemental
indentures, if any, have been complied with and that authentication and
delivery of such Securities and any coupons and the execution and
delivery of the supplemental indenture, if any, by the Trustee will not
violate the terms of the Indenture; (e) that each of the Company and the Guarantor (in the case of
Guaranteed Securities) has the corporate power to issue such Securities
and any coupons and any Guarantees (in the case of Guaranteed
Securities), respectively, and has duly taken all necessary corporate
action with respect to such issuance; and (f) that the issuance of such Securities and any coupons and any
Guarantees (in the case of Guaranteed Securities) will not contravene the
articles of incorporation or by-laws of the applicable Issuer or the
Guarantor (in the case of Guaranteed Securities), or result in any
violation of any of the terms or provisions of any law or regulation. Notwithstanding the provisions of Section 301 and of the preceding two
paragraphs, if not all the Securities of any series are to be issued at one
time, it shall not be necessary to deliver the Officers Certificate otherwise
required pursuant to Section 301 or the Issuer Order and Opinion of Counsel
otherwise required pursuant to the preceding two paragraphs prior to or at the
time of issuance of each Security, but such documents shall be delivered prior
to or at the time of issuance of the first Security of such series. The Trustee shall not be required to authenticate and deliver any such
Securities if the issue of such Securities pursuant to this Indenture will
affect the Trustees own rights, duties or immunities under the Securities and
this Indenture or otherwise in a manner which is not reasonably acceptable to
the Trustee. Each Registered Security shall be dated the date of its authentication and
each Bearer Security shall be dated as of the date specified as contemplated by
Section 301. No Security or coupon or Guarantee endorsed thereon shall be entitled to
any benefit under this Indenture or be valid or obligatory for any purpose
unless there appears on such Security a certificate of authentication
substantially in the form provided for herein duly executed by the Trustee by
manual signature of an authorized officer, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder and is entitled,
together with the Guarantee endorsed thereon, if any, to the benefits of this
Indenture. Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the
applicable Issuer, and such Issuer shall deliver such Security to the Trustee
for cancellation as provided in Section 310 together with a written statement
(which need not comply with Section 102 and need not be accompanied by an
Opinion of Counsel) stating that such Security has never been issued and sold
by such Issuer, for all purposes of this Indenture such Security shall be
deemed never to have been authenticated and delivered hereunder and shall never
be entitled to the benefits of this Indenture. 34




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SECTION 304. Temporary Securities. Pending the preparation of definitive Securities of any series, the
applicable Issuer may execute, and upon receipt of an Issuer Order of such
Issuer, the Trustee shall authenticate and deliver, temporary Securities which
are printed, lithographed, typewritten, mimeographed or otherwise produced, in
any authorized denomination, substantially of the tenor of the definitive
Securities in lieu of which they are issued, in registered form or, if
authorized, in bearer form with one or more coupons or without coupons and, in
the case of Guaranteed Securities, having endorsed thereon a Guarantee executed
by the Guarantor substantially of the tenor of the definitive Guarantee, and in
all cases with such appropriate insertions, omissions, substitutions and other
variations as the officers of such Issuer or, if applicable, the Guarantor,
executing such Securities and Guarantees, if any, may determine, as
conclusively evidenced by their execution of such Securities and Guarantees, if
any. Such temporary Securities may be in global form. Except in the case of temporary Securities in global form (which shall be
exchanged in accordance with the provisions of the following paragraphs), if
temporary Securities of any series are issued, the applicable Issuer will cause
definitive Securities of that series to be prepared without unreasonable delay.
After the preparation of definitive Securities of such series, the temporary
Securities of such series shall be exchangeable for definitive Securities of
such series upon surrender of the temporary Securities of such series at the
office or agency of such Issuer in a Place of Payment for that series, without
charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities of any series (accompanied by any unmatured coupons
appertaining thereto), the applicable Issuer shall execute and the Trustee
shall authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of the same series of authorized denominations and of
like tenor and evidencing the same indebtedness and, in the case of Guaranteed
Securities, having endorsed thereon a Guarantee executed by the Guarantor;
provided, however, that no definitive Bearer Security shall be delivered in
exchange for a temporary Registered Security; and provided further that a
definitive Bearer Security shall be delivered in exchange for a temporary
Bearer Security only in compliance with the conditions set forth in Section
303. Until so exchanged the temporary Securities of any series shall in all
respects be entitled to the same benefits under this Indenture as definitive
Securities of such series. If temporary Securities of any series are issued in global form, any such
temporary global Security shall, unless otherwise provided therein, be
delivered to the London, England office of a depositary or common depositary
(the Common Depositary), for the benefit of Euroclear and Clearstream, for
credit to the respective accounts of the beneficial owners of such Securities
(or to such other accounts as they may direct). Without unnecessary delay, but in any event not later than the date
specified in, or determined pursuant to the terms of, any such temporary global
Security (the Exchange Date), the applicable Issuer shall deliver to the
Trustee definitive Securities, in aggregate principal amount equal to the
principal amount of such temporary global Security and evidencing the same
indebtedness, executed by such Issuer, and, in the case of Guaranteed
Securities, having endorsed thereon a Guarantee executed by the Guarantor. On
or after the Exchange Date, such temporary global Security shall be surrendered
by the Common Depositary to the Trustee, as the Issuers agent for such
purpose, to be exchanged, in whole or from time to time in part, for 35




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definitive
Securities without charge, and the Trustee shall authenticate and deliver, in
exchange for each portion of such temporary global Security, an equal aggregate
principal amount of definitive Securities of the same series of authorized
denominations and of like tenor and evidencing the same indebtedness as the
portion of such temporary global Security to be exchanged. The definitive
Securities to be delivered in exchange for any such temporary global Security
shall be in bearer form, registered form, permanent global bearer form or
permanent
global registered form, or any combination thereof, as specified as
contemplated by Section 301, and, if any combination thereof is so specified,
as requested by the beneficial owner thereof; provided, however, that, unless
otherwise specified in such temporary global Security, upon such presentation
by the Common Depositary, such temporary global Security is accompanied by a
certificate dated the Exchange Date or a subsequent date and signed by
Euroclear as to the portion of such temporary global Security held for its
account then to be exchanged and a certificate dated the Exchange Date or a
subsequent date and signed by Clearstream as to the portion of such temporary
global Security held for its account then to be exchanged, each in the form set
forth in Exhibit B-2 to this Indenture (or in such other form as may be
established pursuant to Section 301); and provided furtherthat definitive
Bearer Securities shall be delivered in exchange for a portion of a temporary
global Security only in compliance with the requirements of Section 303. Unless otherwise specified in such temporary global Security, the interest
of a beneficial owner of Securities of a series in a temporary global Security
shall be exchanged for definitive Securities of the same series and of like
tenor and evidencing the same indebtedness following the Exchange Date when the
account holder instructs Euroclear or Clearstream, as the case may be, to
request such exchange on his behalf and delivers to Euroclear or Clearstream,
as the case may be, a certificate in the form set forth in Exhibit B-1 to this
Indenture (or in such other form as may be established pursuant to Section
301), dated no earlier than 15 days prior to the Exchange Date, copies of which
certificate shall be available from the offices of Euroclear and Clearstream,
the Trustee, any Authenticating Agent appointed for such series of Securities
and each Paying Agent. Unless otherwise specified in such temporary global
Security, any such exchange shall be made free of charge to the beneficial
owners of such temporary global Security, except that a Person receiving
definitive Securities must bear the cost of insurance, postage, transportation
and the like in the event that such Person does not take delivery of such
definitive Securities in person at the offices of Euroclear or Clearstream.
Definitive Securities in bearer form to be delivered in exchange for any
portion of a temporary global Security shall be delivered only outside the
United States and Canada. Until exchanged in full as hereinabove provided, the temporary Securities
of any series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of the same series and of like tenor and
evidencing the same indebtedness authenticated and delivered hereunder, except
that, unless otherwise specified as contemplated by Section 301, interest
payable on a temporary global Security on an Interest Payment Date for
Securities of such series occurring prior to the applicable Exchange Date shall
be payable to Euroclear and Clearstream on such Interest Payment Date upon
delivery by Euroclear and Clearstream to the Trustee of a certificate or
certificates in the form set forth in Exhibit B-2 to this Indenture (or in such
other form as may be established pursuant to Section 301), for credit without
further interest thereon on or after such Interest Payment Date to the
respective accounts of the Persons who are the beneficial owners of such
temporary global Security on such Interest 36




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Payment Date and who have each
delivered to Euroclear or Clearstream, as the case may be, a certificate dated
no earlier than 15 days prior to the Interest Payment Date occurring prior to
such Exchange Date in the form set forth in Exhibit B-1 to this Indenture (or
in such other form as may be established pursuant to Section 301).
Notwithstanding anything to the contrary herein contained, the certifications
made pursuant to this paragraph shall satisfy the certification requirements of
the preceding two paragraphs of this Section and of the third paragraph of
Section 303 of this Indenture and the interests of the Persons who are the
beneficial owners of the temporary global Security with respect to which such
certification was made will be exchanged for definitive Securities of the same
series and of like tenor and evidencing the same indebtedness on the Exchange
Date or the date of certification if such date occurs after the Exchange Date,
without further act or deed by such beneficial owners. Except as otherwise
provided in this paragraph, no payments of principal (or premium, if any) or
interest, if any, owing with respect to a beneficial interest in a temporary
global Security will be made unless and until such interest in such temporary
global Security shall have been exchanged for an interest in a definitive
Security. Any interest so received by Euroclear and Clearstream and not paid
as herein provided shall be returned to the Trustee no later than one month
prior to the expiration of two years after such Interest Payment Date in order
to be repaid to the applicable Issuer in accordance with Section 1003. SECTION 305. Registration, Registration of Transfer and Exchange. Each Issuer shall cause to be kept at the Corporate Trust Office of the
Trustee a register for each series of Securities issued by such Issuer (the
registers maintained in the Corporate Trust Office of the Trustee and in any
other office or agency of such Issuer in a Place of Payment being herein
sometimes collectively referred to as the Security Register) in which,
subject to such reasonable regulations as it may prescribe, such Issuer shall
provide for the registration of Registered Securities and of transfers of
Registered Securities. The Security Register shall be in written form or any
other form capable of being converted into written form within a reasonable
time. At all reasonable times, the Security Register shall be open to
inspection by the Trustee. The Trustee is hereby initially appointed as
security registrar (the Security Registrar) for the purpose of registering
Registered Securities and transfers of Registered Securities as herein
provided. The applicable Issuer shall have the right to remove and replace
from time to time the Security Registrar for any series of Securities;
provided, however, that no such removal or replacement shall be effective until
a successor Security Registrar with respect to such series of Registered
Securities shall have been appointed by the applicable Issuer and shall have
accepted such appointment by the applicable Issuer. In the event that the
Trustee shall not be or shall cease to be the Security Registrar with respect
to a series of Securities, it shall have the right to examine the Security
Register for such series at all reasonable times. There shall be only one
Security Register for each series of Securities. Upon surrender for registration of transfer of any Registered Security of
any series at the office or agency in a Place of Payment for that series, the
applicable Issuer shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee, one or more replacement
Registered Securities of the same series, of any authorized denominations and
of a like aggregate principal amount and tenor and evidencing the same
indebtedness and, in the case of Guaranteed Securities, having endorsed thereon
a Guarantee executed by the Guarantor. 37




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At the option of the Holder, Registered Securities of any series may be
exchanged for other replacement Registered Securities of the same series, of
any authorized denomination and of a like aggregate principal amount and tenor
and evidencing the same indebtedness, upon
surrender of the Registered Securities to be exchanged at such office or
agency. Whenever any Registered Securities are so surrendered for exchange,
the applicable Issuer shall execute, and the Trustee shall authenticate and
deliver, the Registered Securities, and, in the case of Guaranteed Securities,
having endorsed thereon a Guarantee executed by the Guarantor, which the Holder
making the exchange is entitled to receive. Unless otherwise specified with
respect to any series of Securities as contemplated by Section 301, Bearer
Securities may not be issued in exchange for Registered Securities. If (but only if) expressly permitted in or pursuant to the applicable
Board Resolution and (subject to Section 303) set forth in the applicable
Officers Certificate, or in any indenture supplemental hereto, delivered as
contemplated by Section 301, at the option of the Holder, Bearer Securities of
any series may be exchanged for Registered Securities of the same series of any
authorized denomination and of a like aggregate principal amount and tenor,
upon surrender of the Bearer Securities to be exchanged at any such office or
agency, with all unmatured coupons and all matured coupons in default thereto
appertaining. If the Holder of a Bearer Security is unable to produce any such
unmatured coupon or coupons or matured coupon or coupons in default, any such
permitted exchange may be effected if the Bearer Securities are accompanied by
payment in funds acceptable to the applicable Issuer in an amount equal to the
face amount of such missing coupon or coupons, or the surrender of such missing
coupon or coupons may be waived by the applicable Issuer and the Trustee if
there is furnished to them such security or indemnity as they may require to
save each of them and any Paying Agent harmless. If thereafter the Holder of
such Security shall surrender to any Paying Agent any such missing coupon in
respect of which such a payment shall have been made, such Holder shall be
entitled to receive the amount of such payment; provided, however, that, except
as otherwise provided in Section 1002, interest represented by coupons shall be
payable only upon presentation and surrender of those coupons at an office or
agency located outside the United States. Notwithstanding the foregoing, in
case a Bearer Security of any series is surrendered at any such office or
agency in a permitted exchange for a Registered Security of the same series and
like tenor after the close of business at such office or agency on (i) any
Regular Record Date and before the opening of business at such office or agency
on the relevant Interest Payment Date, or (ii) any Special Record Date and
before the opening of business at such office or agency on the related proposed
date for payment of Defaulted Interest, such Bearer Security shall be
surrendered without the coupon relating to such Interest Payment Date or
proposed date for payment, as the case may be, and interest or Defaulted
Interest, as the case may be, will not be payable on such Interest Payment Date
or proposed date for payment, as the case may be, in respect of the Registered
Security issued in exchange for such Bearer Security, but will be payable only
to the Holder of such coupon when due in accordance with the provisions of this
Indenture. Whenever any Securities are so surrendered for exchange, the applicable
Issuer shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive, and, in
the case of Guaranteed Securities, having endorsed thereon a Guarantee executed
by the Guarantor. 38




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Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, any permanent global Security shall be
exchangeable only as provided in this paragraph and the two following
paragraphs. If any beneficial owner of an interest in a
permanent global Security is entitled to exchange such interest for
Securities of such series and of like tenor and principal amount of another
authorized form and denomination, as specified as contemplated by Section 301
and provided that any applicable notice provided in the permanent global
Security shall have been given, then without unnecessary delay but in any event
not later than the earliest date on which such interest may be so exchanged,
the applicable Issuer shall deliver to the Trustee definitive Securities in
aggregate principal amount equal to the principal amount of such beneficial
owners interest in such permanent global Security, executed by such Issuer
and, in the case of Guaranteed Securities, having a Guarantee executed by the
Guarantor endorsed thereon. On or after the earliest date on which such
interests may be so exchanged, such permanent global Security shall be
surrendered by the Depositary for such permanent global Security to the
Trustee, as such Issuers agent for such purpose, to be exchanged, in whole or
from time to time in part, for definitive Securities without charge, and the
Trustee shall authenticate and deliver, in exchange for each portion of such
permanent global Security, an equal aggregate principal amount of definitive
Securities of the same series of authorized denominations and of like tenor and
evidencing the same indebtedness as the portion of such permanent global
Security to be exchanged which, unless the Securities of the series are not
issuable both as Bearer Securities and as Registered Securities, as specified
as contemplated by Section 301, shall be in the form of Bearer Securities or
Registered Securities, or any combination thereof, as shall be specified by the
beneficial owner thereof; provided, however, that no Bearer Security delivered
in exchange for a portion of a permanent global Security shall be mailed or
otherwise delivered to any location in the United States or Canada. If a
Registered Security is issued in exchange for any portion of a permanent global
Security after the close of business at the office or agency where such
exchange occurs on (i) any Regular Record Date and before the opening of
business at such office or agency on the relevant Interest Payment Date, or
(ii) any Special Record Date and before the opening of business at such office
or agency on the related proposed date for payment of Defaulted Interest, then
(in the case of clause (i)) interest or (in the case of clause (ii)) Defaulted
Interest, as the case may be, will not be payable on such Interest Payment Date
or proposed date for payment, as the case may be, in respect of such Registered
Security, but will be payable on such Interest Payment Date or proposed date
for payment, as the case may be, only to the Person who was the Holder of such
permanent global Security at the close of business on the relevant Regular
Record Date or Special Record Date, as the case may be. If at any time the Depositary for Securities of a series notifies the
applicable Issuer that it is unwilling or unable to continue as Depositary for
Securities of such series or if at any time the Depositary for global
Securities for such series shall no longer be a clearing agency registered as
such under the Securities Exchange Act of 1934, as amended, the applicable
Issuer shall appoint a successor depositary with respect to the Securities for
such series. If a successor to the Depositary for Securities is not appointed
by the applicable Issuer within 90 days after the applicable Issuer receives
such notice or becomes aware of such condition, as the case may be, the
applicable Issuers election pursuant to Section 301 shall no longer be
effective with respect to the Securities for such series and the applicable
Issuer will execute, and the Trustee, upon receipt of an Issuer Order for the
authentication and delivery of definitive Securities of such series, will
authenticate and deliver replacement Securities of such series in definitive
registered 39




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form, in authorized denominations and, in the case of Guaranteed
Securities, with duly executed Guarantees duly endorsed thereon, and in an
aggregate principal amount equal to the principal amount of the global Security
or Securities representing such series and evidencing the same
indebtedness in exchange for such global Security or Securities. The
provisions of the last sentence of the immediately preceding paragraph shall be
applicable to any exchange pursuant to this paragraph. The applicable Issuer may at any time and in its sole discretion determine
that the Securities of any series issued in the form of one or more global
Securities shall no longer be represented by such global Security or
Securities. In such event, the applicable Issuer will execute, and the
Trustee, upon receipt of an Issuer Order for the authentication and delivery of
definitive Securities of such series, will authenticate and deliver replacement
Securities of such series in definitive registered form, in authorized
denominations and, in the case of Guaranteed Securities, with duly executed
Guarantees duly endorsed thereon, and in an aggregate principal amount equal to
the principal amount of the global Security or Securities representing such
series and evidencing the same indebtedness in exchange for such global
Security or Securities. The provisions of the last sentence of the second
preceding paragraph shall be applicable to any exchange pursuant to this
paragraph. Upon the exchange of a global Security for Securities in definitive
registered form, such global Security shall be cancelled by the Trustee.
Securities issued in exchange for a global Security pursuant to this Section
shall be registered in such names and in such authorized denominations as the
Depositary for such global Security, pursuant to instructions from its direct
or indirect participants or otherwise, shall instruct the Trustee in writing.
The Trustee shall deliver such Securities to the Persons in whose names such
Securities are so registered. All Securities and Guarantees issued upon any registration of transfer or
exchange of Securities shall be the valid obligations of the applicable Issuer
and the Guarantor, respectively, evidencing the same debt, and entitled to the
same benefits under this Indenture, as the Securities and the Guarantees
surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for registration of
transfer or for exchange shall (if so required by the applicable Issuer or the
Security Registrar) be duly endorsed, or be accompanied by a written instrument
of transfer, in form satisfactory to such Issuer and the Security Registrar,
duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or
exchange of Securities, but the applicable Issuer may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 304, 906, 1107 or 1305 not involving any
transfer. The applicable Issuer shall not be required (i) to issue, register the
transfer of or exchange Securities of any series during a period beginning at
the opening of business 15 days before the day of the selection for redemption
of Securities of that series under Section 1103 or 1203 and ending at the close
of business on (A) if Securities of the series are issuable only as 40




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Registered
Securities, the day of the mailing of the relevant notice of redemption and (B)
if Securities of the series are issuable as Bearer Securities, the day of the
first publication of the relevant notice of redemption or, if Securities of the
series are also issuable as Registered
Securities and there is no publication, the mailing of the relevant notice
of redemption, or (ii) to register the transfer of or exchange any Registered
Security so selected for redemption in whole or in part, except the unredeemed
portion of any Security being redeemed in part, or (iii) to exchange any Bearer
Security so selected for redemption except that such a Bearer Security may be
exchanged for a Registered Security of that series and like tenor; provided
that such Registered Security shall be simultaneously surrendered for
redemption, or (iv) to issue, register the transfer of or exchange any Security
which has been surrendered for repayment at the option of the Holder, except
the portion, if any, of such Security not to be so repaid. SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated Security or a Security with a mutilated coupon
appertaining to it is surrendered to the Trustee, the applicable Issuer shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
replacement Security of the same series and of like tenor and principal amount
and evidencing the same indebtedness and, in the case of Guaranteed Securities,
having endorsed thereon a Guarantee executed by the Guarantor and bearing a
number not contemporaneously outstanding, with coupons corresponding to the
coupons, if any, appertaining to the surrendered Security. If there shall be delivered to the applicable Issuer and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any
Security or coupon and (ii) such security or indemnity as may be required by
them to save each of them and any agent of either of them harmless, then, in
the absence of notice to such Issuer or the Trustee that such Security or
coupon has been acquired by a bona fide purchaser, such Issuer shall execute
and upon Issuer Order the Trustee shall authenticate and deliver, in lieu of
any such destroyed, lost or stolen Security or in exchange for the Security for
which a destroyed, lost or stolen coupon appertains (with all appurtenant
coupons not destroyed, lost or stolen), a replacement Security of the same
series and of like tenor and principal amount and evidencing the same
indebtedness and, in the case of Guaranteed Securities, having endorsed thereon
a Guarantee executed by the Guarantor and bearing a number not
contemporaneously outstanding, with coupons corresponding to the coupons, if
any, appertaining to such destroyed, lost or stolen Security or to the Security
to which such destroyed, lost or stolen coupon appertains. Notwithstanding the provisions of the previous two paragraphs, in case any
such mutilated, destroyed, lost or stolen Security or coupon has become or is
about to become due and payable, the applicable Issuer in its discretion may,
instead of issuing a replacement Security, with coupons corresponding to the
coupons, if any, appertaining to such mutilated, destroyed, lost or stolen
Security or to the Security to which such mutilated, destroyed, lost or stolen
coupon appertains, pay such Security or coupon; provided, however, that payment
of principal of (and premium, if any) and interest, if any, on Bearer
Securities shall, except as otherwise provided in Section 1002, be payable only
at an office or agency located outside the United States and Canada and, unless
otherwise specified as contemplated by Section 301, any interest on Bearer
Securities shall be payable only upon presentation and surrender of the coupons
appertaining thereto. 41




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Upon the issuance of any replacement Security under this Section, the
applicable Issuer may require the payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Trustee) connected
therewith. Every replacement Security of any series with its coupons, if any, and, in
the case of Guaranteed Securities, the Guarantee endorsed thereon issued
pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen
Security or in exchange for a Security to which a mutilated, destroyed, lost or
stolen coupon appertains, shall constitute a contractual obligation of the
applicable Issuer and, in the case of Guaranteed Securities, the Guarantor,
respectively, whether or not the mutilated, destroyed, lost or stolen Security
and its coupons, if any, or the mutilated, destroyed, lost or stolen coupon
shall be at any time enforceable by anyone, and shall be entitled to all the
benefits of this Indenture equally and proportionately with any and all other
Securities of that series and their coupons, if any, duly issued hereunder. The provisions of this Section, as amended or supplemented pursuant to
Section 301 of this Indenture with respect to particular securities or
generally, are exclusive and shall preclude (to the extent lawful) all other
rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities or coupons. SECTION 307. Payment of Principal and Interest; Interest Rights Preserved;
Optional Interest Reset. (a) Unless otherwise provided as contemplated by Section 301 with respect
to any series of Securities, interest, if any, on any Registered Security which
is payable, and is punctually paid or duly provided for, on any Interest
Payment Date shall be paid to the Person in whose name such Security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest at the office or agency of the applicable
Issuer maintained for such purpose pursuant to Section 1002; provided, however,
that each installment of interest, if any, on any Registered Security may at
the applicable Issuers option be paid by (i) mailing a check for such
interest, payable to or upon the written order of the Person entitled thereto
pursuant to Section 309, to the address of such Person as it appears on the
Security Register or (ii) wire transfer to an account located in the United
States maintained by the Person entitled to such payment as specified in the
Security Register. Principal paid in relation to any Security at Maturity
shall be paid to the Holder of such Security only upon presentation and
surrender of such Security to any office or agency referred to in this Section
307(a). Unless otherwise provided as contemplated by Section 301 with respect to
the Securities of any series, payment of interest, if any, may be made, in the
case of a Bearer Security, by transfer to an account located outside the United
States and Canada maintained by the payee, upon presentation and surrender of
the coupons appertaining thereto. If so provided pursuant to Section 301 with respect to the Securities of
any series, every permanent global Security of such series will provide that
interest, if any, payable on any
Interest Payment Date will be paid to each of Euroclear and Clearstream
with respect to that portion of such permanent global Security held for its
account by the Common Depositary, for 42




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the purpose of permitting each of
Euroclear and Clearstream to credit the interest, if any, received by it in
respect of such permanent global Security to the accounts of the beneficial
owners thereof. Any interest on any Registered Security of any series which is payable,
but is not punctually paid or duly provided for, on any Interest Payment Date
shall forthwith cease to be payable to the Holder on the relevant Regular
Record Date by virtue of having been such Holder, and such defaulted interest
and, if applicable, interest on such defaulted interest (to the extent lawful)
at the rate specified in the Securities of such series (such defaulted interest
and, if applicable, interest thereon herein collectively called Defaulted
Interest) shall be paid by the applicable Issuer, at its election in each
case, as provided in clause (1) or (2) below: (1) The applicable Issuer may elect to make payment of any
Defaulted Interest to the Persons in whose names the Registered
Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest, which shall
be fixed in the following manner. Such Issuer shall notify the
Trustee in writing of the amount of Defaulted Interest proposed to be
paid on each Registered Security of such series and the date of the
proposed payment, and at the same time such Issuer shall deposit with
the Trustee an amount of money in the Currency in which the
Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series and except,
if applicable, as provided in Sections 312(b), 312(d) and 312(e))
equal to the aggregate amount proposed to be paid in respect of such
Defaulted Interest or shall make arrangements satisfactory to the
Trustee for such deposit on or prior to the date of the proposed
payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this
clause provided. Thereupon the Trustee shall fix a Special Record
Date for the payment of such Defaulted Interest which shall be not
more than 15 days and not less than 10 days prior to the date of the
proposed payment and not less than 10 days after the receipt by the
Trustee of the notice of the proposed payment. The Trustee shall
promptly notify such Issuer of such Special Record Date and, in the
name and at the expense of such Issuer, shall cause notice of the
proposed payment of such Defaulted Interest and the Special Record
Date therefor to be given in the manner provided in Section 106, not
less than 10 days prior to such Special Record Date. Notice of the
proposed payment of such Defaulted Interest and the Special Record
Date therefor having been so given, such Defaulted Interest shall be
paid to the Persons in whose name the Registered Securities of such
series (or their respective Predecessor Securities) are registered at
the close of business on such Special Record Date and shall no longer
be payable pursuant to the following clause (2). (2) The applicable Issuer may make payment of any Defaulted
Interest on the Registered Securities of any series in any other
lawful manner not inconsistent with the requirements of any
securities exchange on which such Securities may be listed, and upon
such notice as may be required by such exchange, if, after notice
given by such Issuer to the Trustee of the proposed payment
pursuant to this clause, such manner of payment shall be deemed
practicable by the Trustee. 43




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(b) The provisions of this Section 307(b) may be made applicable to any
series of Securities pursuant to Section 301 (with such modifications,
additions or substitutions as may be specified pursuant to such Section 301).
The interest rate (or the spread or spread multiplier used to calculate such
interest rate, if applicable) on any Security of such series may be reset by
the applicable Issuer on the date or dates specified on the face of such
Security (each an Optional Reset Date). The applicable Issuer may exercise
such option with respect to such Security by notifying the Trustee of such
exercise at least 50 but not more than 60 days prior to an Optional Reset Date
for such Security, which notice shall specify the information to be included in
the Reset Notice (as defined). Not later than 40 days prior to each Optional
Reset Date, the Trustee shall transmit, in the manner provided for in Section
106, to the Holder of any such Security a notice (the Reset Notice)
indicating whether the applicable Issuer has elected to reset the interest rate
(or the spread or spread multiplier used to calculate such interest rate, if
applicable), and if so (i) such new interest rate (or such new spread or spread
multiplier, if applicable) and (ii) the provisions, if any, for redemption
during the period from such Optional Reset Date to the next Optional Reset Date
or if there is no such next Optional Reset Date, to the Stated Maturity of such
Security (each such period a Subsequent Interest Period), including the date
or dates on which or the period or periods during which and the price or prices
at which such redemption may occur during the Subsequent Interest Period. Notwithstanding the foregoing, not later than 20 days prior to the
Optional Reset Date, the applicable Issuer may, at its option, revoke the
interest rate (or the spread or spread multiplier used to calculate such
interest rate, if applicable) provided for in the Reset Notice and establish an
interest rate (or a spread or spread multiplier used to calculate such interest
rate, if applicable) that is higher than the interest rate (or the spread or
spread multiplier, if applicable) provided for in the Reset Notice, for the
Subsequent Interest Period by causing the Trustee to transmit, in the manner
provided for in Section 106, notice of such higher interest rate (or such
higher spread or spread multiplier, if applicable) to the Holder of such
Security. Such notice shall be irrevocable. All Securities with respect to
which the interest rate (or the spread or spread multiplier used to calculate
such interest rate, if applicable) is reset on an Optional Reset Date, and with
respect to which the Holders of such Securities have not tendered such
Securities for repayment (or have validly revoked any such tender) pursuant to
the next succeeding paragraph, will bear such higher interest rate (or such
higher spread or spread multiplier, if applicable). The Holder of any such Security will have the option to elect repayment by
the applicable Issuer of the principal of such Security on each Optional Reset
Date at a price equal to the principal amount thereof plus interest accrued to
such Optional Reset Date. In order to obtain repayment on an Optional Reset
Date, the Holder must follow the procedures set forth in Article Thirteen for
repayment at the option of Holders except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days
prior to such Optional Reset Date and except that, if the Holder has tendered
any Security for repayment pursuant to the Reset Notice, the Holder may, by
written notice to the Trustee, revoke such tender or repayment until the close
of business on the tenth day before such Optional Reset Date. (c) Subject to the foregoing provisions of this Section and Section 305,
each Security delivered under this Indenture upon registration of transfer of
or in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security. 44




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SECTION 308. Optional Extension of Stated Maturity. The provisions of this Section 308 may be made applicable to any series of
Securities pursuant to Section 301 (with such modifications, additions or
substitutions as may be specified pursuant to such Section 301). The Stated
Maturity of any Security of such series may be extended at the option of the
applicable Issuer for the period or periods specified on the face of such
Security (each an Extension Period) up to but not beyond the date (the Final
Maturity) set forth on the face of such Security. Such Issuer may exercise
such option with respect to any Security by notifying the Trustee of such
exercise at least 50 but not more than 60 days prior to the Stated Maturity of
such Security in effect prior to the exercise of such option (the Original
Stated Maturity). If such Issuer exercises such option, the Trustee shall
transmit, in the manner provided for in Section 106, to the Holder of such
Security not later than 40 days prior to the Original Stated Maturity a notice
(the Extension Notice) indicating (i) the election of such Issuer to extend
the Stated Maturity, (ii) the new Stated Maturity, (iii) the interest rate, if
any, applicable to the Extension Period and (iv) the provisions, if any, for
redemption during such Extension Period. Upon the Trustees transmittal of the
Extension Notice, the Stated Maturity of such Security shall be extended
automatically and, except as modified by the Extension Notice and as described
in the next paragraph, such Security will have the same terms as prior to the
transmittal of such Extension Notice. Notwithstanding the foregoing, not later than 20 days before the Original
Stated Maturity of such Security, the applicable Issuer may, at its option,
revoke the interest rate provided for in the Extension Notice and establish a
higher interest rate for the Extension Period by causing the Trustee to
transmit, in the manner provided for in Section 106, notice of such higher
interest rate to the Holder of such Security. Such notice shall be
irrevocable. All Securities with respect to which the Stated Maturity is
extended will bear such higher interest rate. If the applicable Issuer extends the Maturity of any Security, the Holder
will have the option to elect repayment of such Security by such Issuer on the
Original Stated Maturity at a price equal to the principal amount thereof, plus
interest accrued to such date. In order to obtain repayment on the Original
Stated Maturity once such Issuer has extended the Maturity thereof, the Holder
must follow the procedures set forth in Article Thirteen for repayment at the
option of Holders, except that the period for delivery or notification to the
Trustee shall be at least 25 but not more than 35 days prior to the Original
Stated Maturity and except that, if the Holder has tendered any Security for
repayment pursuant to an Extension Notice, the Holder may by written notice to
the Trustee revoke such tender for repayment until the close of business on the
tenth day before the Original Stated Maturity. SECTION 309. Persons Deemed Owners. Prior to due presentment of a Registered Security for registration of
transfer, the applicable Issuer, the Guarantor (in the case of Guaranteed
Securities), the Trustee and any agent of any of the foregoing may treat the
Person in whose name such Registered Security is registered as the owner of
such Registered Security for the purpose of receiving payment of principal of
(and premium, if any) and (subject to Sections 305 and 307) interest, if any,
on such Security and for all other purposes whatsoever (other than the payment
of Additional Amounts, 45




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if any), whether or not such Security be overdue, and
none of such Issuer, the Guarantor, the Trustee or any agent of any of the
foregoing shall be affected by notice to the contrary. Title to any Bearer Security and any coupons appertaining thereto shall
pass by delivery. The applicable Issuer, the Guarantor (in the case of
Guaranteed Securities), the Trustee and any agent of any of the foregoing may
treat the bearer of any Bearer Security and the bearer of any coupon as the
absolute owner of such Security or coupon for the purpose of receiving payment
thereof or on account thereof and for all other purposes whatsoever, whether or
not such Security or coupons be overdue, and none of such Issuer, the
Guarantor, the Trustee or any agent of any of the foregoing shall be affected
by notice to the contrary. None of the applicable Issuer, the Guarantor (in the case of Guaranteed
Securities), the Trustee, any Paying Agent or the Security Registrar will have
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a Security in
global form or for maintaining, supervising or reviewing any records relating
to such beneficial ownership interests. Notwithstanding the foregoing, with respect to any global Security,
nothing herein shall prevent the applicable Issuer, the Guarantor (in the case
of Guaranteed Securities), the Trustee, or any agent of any of the foregoing
from giving effect to any written certification, proxy or other authorization
furnished by any depositary, as a Holder, with respect to such global Security
or impair, as between such depositary and owners of beneficial interests in
such global Security, the operation of customary practices governing the
exercise of the rights of such depositary (or its nominee) as Holder of such
global Security. SECTION 310. Cancellation. All Securities and coupons surrendered for payment, redemption, repayment
at the option of the Holder, registration of transfer or exchange or for credit
against any current or future sinking fund payment shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee. All Securities and
coupons so delivered to the Trustee shall be promptly cancelled by it. The
applicable Issuer or the Guarantor (in the case of Guaranteed Securities) may
at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which such Issuer or the Guarantor may
have acquired in any manner whatsoever, and may deliver to the Trustee (or to
any other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which such Issuer has not issued and sold,
and all Securities so delivered shall be promptly cancelled by the
Trustee. If the applicable Issuer shall so acquire any of the Securities,
however, such acquisition shall not operate as a redemption or satisfaction of
the indebtedness represented by such Securities unless and until the same are
surrendered to the Trustee for cancellation. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as
provided in this Section, except as expressly permitted by this Indenture. All
cancelled Securities held by the Trustee shall be disposed of by the Trustee in
accordance with its customary procedures and certification of their disposal
delivered to the applicable Issuer unless by Issuer Order such Issuer shall
direct that cancelled Securities be returned to it. SECTION 311. Computation of Interest. 46




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Except as otherwise specified as contemplated by Section 301 with respect
to any Securities, interest, if any, on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months. For the
purposes of disclosure under the Interest Act(Canada), the yearly rate of
interest to which interest calculated under a Security for any period in any
calendar year (the calculation period) is equivalent, is the rate payable
under a Security in respect of the calculation period multiplied by a fraction
the numerator of which is the actual number of days in such calendar year and
the denominator of which is the actual number of days in the calculation
period. SECTION 312. Currency and Manner of Payments in Respect of Securities. (a) With respect to Registered Securities of any series not permitting the
election provided for in paragraph (b) below or the Holders of which have not
made the election provided for in paragraph (b) below, and with respect to
Bearer Securities of any series, except as provided in paragraph (d) below,
payment of the principal of (and premium, if any) and interest, if any, on any
Registered or Bearer Security of such series will be made in the Currency in
which such Registered Security or Bearer Security, as the case may be, is
denominated or stated to be payable. The provisions of this Section 312 may be
modified or superseded with respect to any Securities pursuant to Section 301. (b) It may be provided pursuant to Section 301 with respect to Registered
Securities of any series that Holders shall have the option, subject to
paragraphs (d) and (e) below, to receive payments of principal of (or premium,
if any) or interest, if any, on such Registered Securities in any of the
Currencies which may be designated for such election by delivering to the
Trustee a written election with signature guarantees and in the applicable form
established pursuant to Section 301, not later than the close of business on
the Election Date immediately preceding the applicable payment date. If a
Holder so elects to receive such payments in any such Currency, such election
will remain in effect for such Holder or any transferee of such Holder until
changed by such Holder or such transferee by written notice to the Trustee (but
any such change must be made not later than the close of business on the
Election Date immediately preceding the next payment date to be effective for
the payment to be made on such payment date and no such change of election may
be made with respect to
payments to be made on any Registered Security of such series with respect
to which an Event of Default has occurred or with respect to which the
applicable Issuer has deposited funds pursuant to Article Four or Fourteen or
with respect to which a notice of redemption has been given by the applicable
Issuer or a notice of option to elect repayment has been sent by such Holder or
such transferee). Any Holder of any such Registered Security who shall not
have delivered any such election to the Trustee not later than the close of
business on the applicable Election Date will be paid the amount due on the
applicable payment date in the relevant Currency as provided in Section 312(a).
The Trustee shall notify the Exchange Rate Agent as soon as practicable after
the Election Date of the aggregate principal amount of Registered Securities
for which Holders have made such written election. (c) Unless otherwise specified pursuant to Section 301, if the election
referred to in paragraph (b) above has been provided for pursuant to Section
301, then, unless otherwise specified pursuant to Section 301, not later than
the fourth Business Day after the Election Date for each payment date for
Registered Securities of any series, the Exchange Rate Agent will 47




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deliver to
the applicable Issuer a written notice specifying, in the Currency in which
Registered Securities of such series are payable, the respective aggregate
amounts of principal of (and premium, if any) and interest, if any, on the
Registered Securities to be paid on such payment date, specifying the amounts
in such Currency so payable in respect of the Registered Securities as to which
the Holders of Registered Securities of such series shall have elected to be
paid in another Currency as provided in paragraph (b) above. If the election
referred to in paragraph (b) above has been provided for pursuant to Section
301 and if at least one Holder has made such election, then, unless otherwise
specified pursuant to Section 301, on the second Business Day preceding such
payment date the applicable Issuer will deliver to the Trustee for such series
of Registered Securities an Exchange Rate Officers Certificate in respect of
the Dollar or Foreign Currency payments to be made on such payment date.
Unless otherwise specified pursuant to Section 301, the Dollar or Foreign
Currency amount receivable by Holders of Registered Securities who have elected
payment in a Currency as provided in paragraph (b) above shall be determined by
the applicable Issuer on the basis of the applicable Market Exchange Rate in
effect on the third Business Day (the Valuation Date) immediately preceding
each payment date, and such determination shall be conclusive and binding for
all purposes, absent manifest error. (d) If a Conversion Event occurs with respect to a Foreign Currency in
which any of the Securities are denominated or payable other than pursuant to
an election provided for pursuant to paragraph (b) above, then with respect to
each date for the payment of principal of (and premium, if any) and interest,
if any, on the applicable Securities denominated or payable in such Foreign
Currency occurring after the last date on which such Foreign Currency was used
(the Conversion Date), the Dollar shall be the Currency of payment for use on
each such payment date. Unless otherwise specified pursuant to Section 301,
the Dollar amount to be paid by the applicable Issuer to the Trustee and by the
Trustee or any Paying Agent to the Holders of such Securities with respect to
such payment date shall be, in the case of a Foreign Currency other than a
currency unit, the Dollar Equivalent of the Foreign Currency or, in the case of
a currency unit, the Dollar Equivalent of the Currency Unit, in each case as
determined by the Exchange Rate Agent in the manner provided in paragraph (f)
or (g) below. (e) Unless otherwise specified pursuant to Section 301, if the Holder of a
Registered Security denominated in any Currency shall have elected to be paid
in another Currency as provided in paragraph (b) above, and a Conversion Event
occurs with respect to such elected Currency, such Holder shall receive payment
in the Currency in which payment would have been made in the absence of such
election; and if a Conversion Event occurs with respect to the Currency in
which payment would have been made in the absence of such election, such Holder
shall receive payment in Dollars as provided in paragraph (d) above. (f) The Dollar Equivalent of the Foreign Currency shall be determined by
the Exchange Rate Agent and shall be obtained for each subsequent payment date
by converting the specified Foreign Currency into
Dollars at the Market
Exchange Rate on the Conversion Date. (g) The Dollar Equivalent of the Currency Unit shall be determined by
the Exchange Rate Agent and subject to the provisions of paragraph (h) below
shall be the sum of each amount obtained by converting the Specified Amount of
each Component Currency into 48




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Dollars at the Market Exchange Rate for such
Component Currency on the Valuation Date with respect to each payment. (h) For purposes of this Section 312 the following terms shall have the
following meanings: A Component Currency shall mean any Currency which, on the
Conversion Date, was a component currency of the relevant currency unit,
including, but not limited to, the Euro. A Specified Amount of a Component Currency shall mean the number
of units of such Component Currency or fractions thereof which were
represented in the relevant currency unit, including, but not limited to,
the Euro, on the Conversion Date. If after the Conversion Date the
official unit of any Component Currency is altered by way of combination
or subdivision, the Specified Amount of such Component Currency shall be
divided or multiplied in the same proportion. If after the Conversion
Date two or more Component Currencies are consolidated into a single
currency, the respective Specified Amounts of such Component Currencies
shall be replaced by an amount in such single Currency equal to the sum
of the respective Specified Amounts of such consolidated Component
Currencies expressed in such single Currency, and such amount shall
thereafter be a Specified Amount and such single Currency shall
thereafter be a Component Currency. If after the Conversion Date any
Component Currency shall be divided into two or more currencies, the
Specified Amount of such Component Currency shall be replaced by amounts
of such two or more currencies, having an aggregate Dollar Equivalent
value at the Market Exchange Rate on the date of such replacement equal
to the Dollar Equivalent value of the Specified Amount of such former
Component Currency at the Market Exchange Rate immediately before such
division and such amounts shall thereafter be Specified Amounts and such
currencies shall thereafter be Component Currencies. If, after the
Conversion Date of the relevant currency unit, including, but not limited
to, the Euro, a Conversion Event (other than any event referred to above
in this definition of Specified Amount) occurs with respect to any
Component
Currency of such currency unit and is continuing on the applicable
Valuation Date, the Specified Amount of such Component Currency shall,
for purposes of calculating the Dollar Equivalent of the Currency Unit,
be converted into Dollars at the Market Exchange Rate in effect on the
Conversion Date of such Component Currency. Election Date shall mean the date for any series of Registered
Securities as specified pursuant to clause (14) of Section 301 by which
the written election referred to in paragraph (b) above may be made. All decisions and determinations of the Exchange Rate Agent regarding the
Dollar Equivalent of the Foreign Currency, the Dollar Equivalent of the
Currency Unit, the Market Exchange Rate and changes in the Specified Amounts as
specified above shall be in its sole discretion and shall, in the absence of
manifest error, be conclusive for all purposes and irrevocably binding upon the
applicable Issuer, the Trustee and all Holders of such Securities denominated
or payable in the relevant Currency. The Exchange Rate Agent shall promptly
give written notice to the applicable Issuer and the Trustee of any such
decision or determination. 49




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In the event that the applicable Issuer determines in good faith that a
Conversion Event has occurred with respect to a Foreign Currency, such Issuer
will immediately give written notice thereof to the Trustee and to the Exchange
Rate Agent (and the Trustee will promptly thereafter give notice in the manner
provided for in Section 106 to the affected Holders) specifying the Conversion
Date. In the event the applicable Issuer so determines that a Conversion Event
has occurred with respect to the Euro or any other currency unit in which
Securities are denominated or payable, such Issuer will immediately give
written notice thereof to the Trustee and to the Exchange Rate Agent (and the
Trustee will promptly thereafter give notice in the manner provided for in
Section 106 to the affected Holders) specifying the Conversion Date and the
Specified Amount of each Component Currency on the Conversion Date. In the
event the applicable Issuer determines in good faith that any subsequent change
in any Component Currency as set forth in the definition of Specified Amount
above has occurred, such Issuer will similarly give written notice to the
Trustee and the Exchange Rate Agent. The Trustee shall be fully justified and protected in relying and acting
upon information received by it from the applicable Issuer and the Exchange
Rate Agent pursuant to this Section 312 and shall not otherwise have any duty
or obligation to determine the accuracy or validity of such information
independent of such Issuer or the Exchange Rate Agent. SECTION 313. Appointment and Resignation of Successor Exchange Rate Agent. (a) Unless otherwise specified pursuant to Section 301, if and so long as
the Securities of any series (i) are denominated in a Currency other than
Dollars or (ii) may be payable in a Currency other than Dollars, or so long as
it is required under any other provision of this Indenture, then the applicable
Issuer will maintain with respect to each such series of Securities, or as so
required, at least one Exchange Rate Agent. Such Issuer will cause the
Exchange Rate Agent to make the necessary foreign exchange determinations at
the time and in
the manner specified pursuant to Section 301 for the purpose of
determining the applicable rate of exchange and, if applicable, for the purpose
of converting the issued Currency into the applicable payment Currency for the
payment of principal (and premium, if any) and interest, if any, pursuant to
Section 312. (b) The applicable Issuer shall have the right to remove and replace from
time to time the Exchange Rate Agent for any series of Securities. No
resignation of the Exchange Rate Agent and no appointment of a successor
Exchange Rate Agent pursuant to this Section shall become effective until the
acceptance of appointment by the successor Exchange Rate Agent as evidenced by
a written instrument delivered to the applicable Issuer and the Trustee. (c) If the Exchange Rate Agent shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of the Exchange
Rate Agent for any cause with respect to the Securities of one or more series,
the applicable Issuer, by or pursuant to a Board Resolution, shall promptly
appoint a successor Exchange Rate Agent or Exchange Rate Agents with respect to
the Securities of that or those series (it being understood that any such
successor Exchange Rate Agent may be appointed with respect to the Securities
of one or more or all of such series and that, unless otherwise specified
pursuant to Section 301, at any time there shall only be one Exchange Rate
Agent with respect to the Securities of any particular series that are 50




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originally issued by such Issuer on the same date and that are initially
denominated and/or payable in the same Currency). ARTICLE FOUR
SATISFACTION AND DISCHARGE SECTION 401. Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Request of an Issuer cease to be of
further effect with respect to any series of Securities issued by such Issuer
specified in such Issuer Request (except as to any surviving rights of
registration of transfer or exchange of Securities of such series expressly
provided for herein or pursuant hereto, and the rights of Holders of
Outstanding Securities and any related coupons to receive, solely from the
trust fund described in subclause (B) of clause (1) of this Section, payments
in respect of the principal of (and premium, if any) and interest, if any, on
such Securities and any related coupons when such payments are due and except
as provided in the last paragraph of this Section 401) and the Trustee, at the
expense of such Issuer, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture as to such series when (1) either (A) all Securities of such series theretofore authenticated
and delivered and all coupons, if any, appertaining thereto (other
than (i) coupons appertaining to Bearer Securities surrendered for
exchange for Registered Securities and maturing after such
exchange, whose surrender is not required or has been waived as
provided in Section 305, (ii) Securities and coupons of such series
which have been destroyed, lost or stolen and which have been
replaced or paid as provided in
Section 306, (iii) coupons appertaining to Securities called
for redemption and maturing after the relevant Redemption Date,
whose surrender has been waived as provided in Section 1106, and
(iv) Securities and coupons of such series for whose payment money
has theretofore been deposited in trust with the Trustee or any
Paying Agent or segregated and held in trust by such Issuer and
thereafter repaid to such Issuer, as provided in Section 1003) have
been delivered to the Trustee for cancellation; or (B) all Securities of such series and, in the case of (i) or
(ii) below, any coupons appertaining thereto not theretofore
delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated
Maturity within one year, or (iii) if redeemable at the option of such Issuer,
are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the
giving of notice of redemption by the Trustee in the
name, and at the expense, of such Issuer, 51




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and such Issuer, in the case of (i), (ii) or (iii) above, has
irrevocably deposited or caused to be deposited with the Trustee as
trust funds in trust for such purpose an amount in the Currency in
which the Securities of such series are payable, sufficient to pay
and discharge the entire indebtedness on such Securities not
theretofore delivered to the Trustee for cancellation, for
principal (and premium, if any) and interest, if any, to the date
of such deposit (in the case of Securities which have become due
and payable) or to the Stated Maturity or Redemption Date, as the
case may be; (2) such Issuer or, in the case of Guaranteed Securities, the
Guarantor has paid or caused to be paid all other sums payable
hereunder by such Issuer or the Guarantor, as the case may be, and (3) such Issuer has delivered to the Trustee an Officers
Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the satisfaction
and discharge of this Indenture as to such series have been complied
with. Notwithstanding the satisfaction and discharge of this Indenture, the
provisions of Section 1005, the obligations of such Issuer to the Trustee under
Section 606, the obligations of the Trustee to any Authenticating Agent under
Section 611 and, if money shall have been deposited with the Trustee pursuant
to subclause (B) of clause (1) of this Section, the provisions of Sections 113,
114, 304, 305, 306, 1002, 1003 and 1108 (and any other applicable provisions of
Article Eleven) and the obligations of the Trustee under Section 402 shall
survive such satisfaction and discharge and remain in full force and effect. SECTION 402. Application of Trust Money. Subject to the provisions of the last paragraph of Section 1003, all money
deposited with the Trustee pursuant to Section 401 shall be held in trust and
applied by it, in accordance with the provisions of the Securities, the coupons
and this Indenture, to the payment, either directly or through any Paying Agent
(including the applicable Issuer or, in the case of Guaranteed Securities, the
Guarantor acting as its own Paying Agent) as the Trustee may determine, to the
Persons entitled thereto, of the principal (and premium, if any) and interest,
if any, for whose payment such money has been deposited with the Trustee; but
such money need not be segregated from other funds except to the extent
required by law. ARTICLE FIVE
REMEDIES SECTION 501. Events of Default. Event of Default, wherever used herein with respect to Securities of any
series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or
governmental body), unless such event is specifically deleted or modified in or
pursuant to a 52




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supplemental indenture, Board Resolution or Officers Certificate
establishing the terms of such series pursuant to Section 301 of this
Indenture: (1) default in the payment of the principal of (or premium, if
any, on) any Security of that series at its Maturity; or (2) default in the payment of any interest on any Security of
that series, or any related coupon, when such interest or coupon
becomes due and payable, and continuance of such default for a period
of 30 days; or (3) default in the deposit of any sinking fund payment, when the
same becomes due by the terms of the Securities of that series; or (4) default in the performance, or breach, of any covenant or
agreement of the applicable Issuer or, in the case of Guaranteed
Securities, the Guarantor in this Indenture in respect of the
Securities of that series (other than a default in the performance or
breach of a covenant or agreement which is specifically dealt with
elsewhere in this Section), and continuance of such default or breach
for a period of 90 days after there has been given, by registered or
certified mail, to such Issuer and (in the case of Guaranteed
Securities) the Guarantor by the Trustee or to such Issuer, (in the
case of Guaranteed Securities) the Guarantor and the Trustee by the
Holders of at least 25% in principal amount of all Outstanding
Securities affected thereby, a
written notice specifying such default or breach and requiring
it to be remedied and stating that such notice is a Notice of
Default hereunder; or (5) failure to pay when due, after the expiration of any
applicable grace period, any portion of the principal of, or
involuntary acceleration of the maturity (which acceleration is not
rescinded or annulled within 10 days) of, Indebtedness of the
applicable Issuer or (in the case of Guaranteed Securities) the
Guarantor having an aggregate principal amount outstanding in excess
of the greater of (i) $100,000,000 and (ii) 5% of Consolidated Net
Tangible Assets; or (6) the applicable Issuer or (in the case of Guaranteed
Securities) the Guarantor pursuant to or under or within the meaning
of any Bankruptcy Law: (i) commences a proceeding or makes an application seeking a
Bankruptcy Order; (ii) consents to the making of a Bankruptcy Order or the
commencement of any proceeding or application seeking the making of a
Bankruptcy Order against it; (iii) consents to the appointment of a Custodian of it or for any
substantial part of its property; (iv) makes a general assignment for the benefit of its creditors or
files a proposal or notice of intention to make a proposal or other
scheme of arrangement involving the rescheduling, reorganizing or
compromise of its indebtedness; 53




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(v) files an assignment in bankruptcy; or (vi) consents to the filing of an assignment in bankruptcy or the
appointment of or taking possession by a Custodian; (7) a court of competent jurisdiction in any involuntary case or
proceeding makes a Bankruptcy Order against the applicable Issuer or
(in the case of Guaranteed Securities) the Guarantor, and such
Bankruptcy Order remains unstayed and in effect for 90 consecutive
days; or (8) a Custodian shall be appointed out of court with respect to
the applicable Issuer or (in the case of Guaranteed Securities) the
Guarantor, or with respect to all or any substantial part of the
property of the applicable Issuer or (in the case of Guaranteed
Securities) the Guarantor and such appointment shall not have been
vacated, discharged, or stayed or bonded pending appeal within 90
days, or any encumbrancer shall take possession of all or any
substantial part of the property of the applicable Issuer or (in the
case of Guaranteed Securities) the Guarantor and such possession
shall not have reverted to such Issuer or the Guarantor, as
applicable, within 90 days; or (9) any other Event of Default provided with respect to
Securities of that series. Bankruptcy Law means the Federal Bankruptcy Code, Bankruptcy and
Insolvency Act (Canada), Companies Creditors Arrangement Act (Canada),
Winding-Up & Restructuring Act (Canada), or any other Canadian federal or
provincial law or the law of any other jurisdiction relating to bankruptcy,
insolvency, winding-up, liquidation, dissolution, reorganization or relief of
debtors or any similar law now or hereafter in effect for the relief from, or
otherwise affecting, creditors. Custodian means any receiver, interim
receiver, receiver and manager, trustee, assignee, liquidator, sequestrator,
monitor, custodian or similar official or agent or any other Person with like
powers. Bankruptcy Order means any court order made in a proceeding pursuant
to or within the meaning of any Bankruptcy Law, containing an adjudication of
bankruptcy or insolvency, or providing for liquidation, winding-up, dissolution
or reorganization, or appointing a Custodian of a debtor or of all or any
substantial part of a debtors property, or providing for the staying,
arrangement, adjustment or compromise of indebtedness or other relief of a
debtor. SECTION 502. Acceleration of Maturity; Rescission and Annulment. If an Event of Default described in clause (1), (2) or (3) of Section 501
with respect to Securities of any series at the time Outstanding occurs and is
continuing, then in every such case the Trustee or the Holders of not less than
25% in principal amount of the Outstanding Securities of that series may
declare the principal amount (or, if the Securities of that series are Original
Issue Discount Securities or Indexed Securities, such portion of the principal
amount as may be specified in the terms of such series) of all of the
Outstanding Securities of that series and any accrued but unpaid interest
thereon to be due and payable immediately, by a notice in writing to the
applicable Issuer and, in the case of Guaranteed Securities, the Guarantor (and
to 54




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the Trustee if given by Holders), and upon any such declaration such
principal amount (or specified portion thereof) and any accrued but unpaid
interest thereon shall become immediately due and payable. If an Event of
Default described in clause (4) or (9) of Section 501 occurs and is continuing
with respect to the Securities of one or more series, then in every such case
the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of all series affected thereby (as one class) may
declare the principal amount (or, if any such Securities are Original Issue
Discount Securities or Indexed Securities, such portion of the principal amount
as may be specified in the terms of such affected series) of all of the
Outstanding Securities of such affected series and any accrued but unpaid
interest thereon to be due and payable immediately, by a notice in writing to
the applicable Issuer and, in the case of Guaranteed Securities, the Guarantor
(and to the Trustee if given by the Holders) and upon any such declaration such
principal amount (or specified portion thereof) and any accrued but unpaid
interest thereon shall become immediately due and payable. If an Event of
Default described in clause (5), (6), (7) or (8) of Section 501 occurs and is
continuing, then in every such case the Trustee or the Holders of not less than
25% in principal amount of all the Securities then Outstanding (as a class) may
declare the principal amount (or, if any such Securities are Original Issue
Discount Securities or Indexed Securities, such portion of the principal amount
as may be specified in the terms of that series) of all of the Outstanding
Securities and any accrued but unpaid interest thereon to be due and payable
immediately, by a notice in writing to the applicable Issuer and, in the case
of Guaranteed Securities, the Guarantor (and to the Trustee if
given by the Holders), and upon any such declaration such principal amount
(or specified portion thereof) and any accrued but unpaid interest thereon
shall become immediately due and payable. At any time after a declaration of acceleration with respect to Securities
of any series (or of all series, as the case may be) has been made and before a
judgment or decree for payment of the money due has been obtained by the
Trustee as hereinafter provided in this Article, the Holders of a majority in
principal amount of the Outstanding Securities of such series (or of all
series, as the case may be), by written notice to the applicable Issuer, the
Guarantor (in the case of Guaranteed Securities) and the Trustee, may rescind
and annul such declaration and its consequences if: (1) the applicable Issuer or, in the case of Guaranteed
Securities, the Guarantor has paid or deposited with the Trustee a
sum sufficient to pay in the Currency in which the Securities of such
series are payable (except as otherwise specified pursuant to Section
301 for the Securities of such series and except, if applicable, as
provided in Sections 312(b), 312(d) and 312(e)), (A) all overdue interest, if any, on all Outstanding
Securities of that series (or of all series, as the case may be)
and any related coupons, (B) all unpaid principal of (and premium, if any, on) all
Outstanding Securities of that series (or of all series, as the
case may be) which has become due otherwise than by such
declaration of acceleration, and interest on such unpaid principal
at the rate or rates prescribed therefor in such Securities, (C) to the extent lawful, interest on overdue interest, if
any, at the rate or rates prescribed therefor in such Securities,
and 55




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(D) all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel; and (2) all Events of Default with respect to Securities of that
series (or of all series, as the case may be), other than the
non-payment of amounts of principal of or interest on Securities of
that series (or of all series, as the case may be) which have become
due solely by such declaration of acceleration, have been cured or
waived as provided in Section 513. No such rescission shall affect any subsequent default or impair any right
consequent thereon. SECTION 503. Collection of Indebtedness and Suits for Enforcement by
Trustee. Each Issuer covenants that if: (1) default is made in the payment of any installment of
interest on any Security issued by such Issuer and any related coupon
when such interest becomes due and payable and such default continues
for a period of 30 days, or (2) default is made in the payment of the principal of (or
premium, if any, on) any Security issued by such Issuer at the
Maturity thereof, then such Issuer will, upon demand of the Trustee, pay to the Trustee for the
benefit of the Holders of such Securities and coupons, the whole amount then
due and payable on such Securities and coupons for principal (and premium, if
any) and interest, if any, and interest on any overdue principal (and premium,
if any) and to the extent lawful on any overdue interest, at the rate or rates
prescribed therefor in such Securities, and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel. If such Issuer fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against such Issuer, the Guarantor (in the case of Guaranteed Securities) or
any other obligor upon such Securities and collect the moneys adjudged or
decreed to be payable in the manner provided by law out of the property of such
Issuer, the Guarantor (in the case of Guaranteed Securities) or any other
obligor upon such Securities, wherever situated. If an Event of Default with respect to Securities of any series (or of all
series, as the case may be) occurs and is continuing, the Trustee may in its
discretion proceed to protect and enforce its rights and the rights of the
Holders of Securities of such series (or of all series, as the case may be) by
such appropriate judicial proceedings as the Trustee shall deem most effectual
to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy. 56




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SECTION 504. Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the applicable Issuer, the Guarantor (in the
case of Guaranteed Securities) or any other obligor upon the Securities or the
property of such Issuer, the Guarantor (in the case of Guaranteed Securities)
or of such other obligor or their creditors, the Trustee (irrespective of
whether the principal of the Securities shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether
the Trustee shall have made any demand on such Issuer or the Guarantor for the
payment of overdue principal, premium, if any, or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise, (i) to file and prove a claim for the whole amount of principal (and
premium, if any), or such portion of the principal amount of any series
of Original Issue Discount
Securities or Indexed Securities as may be specified in the terms of
such series, and interest, if any, owing and unpaid in respect of the
Securities or, in the case of Guaranteed Securities, the Guarantees and
to file such other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and of the Holders allowed in such
judicial proceeding, and (ii) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders,
to pay to the Trustee any amount due it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel,
and any other amounts due the Trustee under Section 606. Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the Guarantees or the rights of any Holder thereof or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding. SECTION 505. Trustee May Enforce Claims Without Possession of Securities. All rights of action and claims under this Indenture, the Securities or
coupons or the Guarantees may be prosecuted and enforced by the Trustee without
the possession of any of the Securities or coupons or the production thereof in
any proceeding relating thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, be for the ratable benefit of the Holders of the
Securities and coupons in respect of which such judgment has been recovered. 57




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SECTION 506. Application of Money Collected. Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal (or premium,
if any) or interest, if any, upon presentation of the Securities or coupons, or
both, as the case may be, and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid: First: To the payment of all amounts due the Trustee under Section 606; Second: To the payment of the amounts then due and unpaid for principal
of (and premium, if any) and interest, if any, on the Securities and coupons in
respect of which or for the benefit of which such money has been collected,
ratably, without preference or priority of any kind, according to the amounts
due and payable on such Securities and coupons for principal (and premium, if
any) and interest, if any, respectively; and Third: The balance, if any, to the Person or Persons entitled thereto. SECTION 507. Limitation on Suits. No Holder of any Security of any series or any related coupons shall have
any right to institute any proceeding, judicial or otherwise, with respect to
this Indenture, the Securities or the Guarantees, or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless (1) such Holder has previously given written notice to the
Trustee of a continuing Event of Default with respect to the
Securities of that series; (2) the Holders of not less than 25% in principal amount of the
Outstanding Securities of all series affected by such Event of
Default (determined as provided in Section 502 and, if more than one
series of Securities, as one class), shall have made written request
to the Trustee to institute proceedings in respect of such Event of
Default in its own name as Trustee hereunder; (3) such Holder or Holders have offered to the Trustee
reasonable indemnity against the costs, expenses and liabilities to
be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such
proceeding; and (5) no direction inconsistent with such written request has been
given to the Trustee during such 60-day period by the Holders of a
majority or more in principal amount of the Outstanding Securities of
all series affected by such Event of Default (determined as provided
in Section 502 and, if more than one series of Securities, as one
class); 58




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it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other
Holders of Outstanding Securities of such affected series, or to obtain or to
seek to obtain priority or preference over any other of such Holders or to
enforce any right under this Indenture, except in the manner herein provided
and for the equal and ratable benefit of all Holders of Outstanding Securities
of such affected series. For purposes of clarity, it is hereby understood and
agreed that an Event of Default described in clause (1), (2) or (3) of Section
501 with respect to the Securities of any series shall, for purposes of this
Section 507, be deemed to affect only such series of Securities. SECTION 508. Unconditional Right of Holders to Receive Principal, Premium
and Interest. Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment, as provided herein (including, if applicable, Article Fourteen) and in
such Security (and, in the case of any Guaranteed Securities, the Guarantees
endorsed thereon) of the principal of (and premium, if any) and (subject to
Section 307) interest, if any, on, such Security or payment of such coupon on
the respective Stated Maturities expressed in such Security or coupon (or, in
the case of redemption, on the Redemption Date or, in the case of repayment at
the option of the Holder as contemplated by Article Thirteen hereof, on the
Repayment Date) and to institute suit for the enforcement of any such payment,
and such rights shall not be impaired without the consent of such Holder. SECTION 509. Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or
to such Holder, then and in every such case, subject to any determination in
such proceeding, the applicable Issuer, the Guarantor (in the case of
Guaranteed Securities), the Trustee and the Holders of Securities and coupons
shall be restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of the Trustee and the Holders
shall continue as though no such proceeding had been instituted. SECTION 510. Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities or coupons in the last
paragraph of Section 306, no right or remedy herein conferred upon or reserved
to the Trustee or to the Holders of Securities or coupons is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not, to the extent permitted by law, prevent the concurrent
assertion or employment of any other appropriate right or remedy. 59




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SECTION 511. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Security or
coupon to exercise any right or remedy accruing upon any Event of Default shall
impair any such right or remedy or constitute a waiver of any such Event of
Default or an acquiescence therein. Every right and remedy given by this
Article or by law to the Trustee or to the Holders may be exercised from time
to time, and as often as may be deemed expedient, by the Trustee or by the
Holders, as the case may be. SECTION 512. Control by Holders. The Holders of not less than a majority in principal amount of the
Outstanding Securities of all series affected by an Event of Default
(determined as provided in Section 502 and, if more than one series of
Securities, as one class) shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Outstanding Securities of such affected series (and in the case of Guaranteed
Securities, the Guarantees in respect thereof), providedin each case (1) such direction shall not be in conflict with any rule of law
or with this Indenture, (2) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction, and (3) the Trustee need not take any action which might expose the
Trustee to personal liability or be unduly prejudicial to the Holders
of Outstanding Securities of such affected series not joining
therein. For purposes of clarity, it is hereby understood and agreed that an Event of
Default described in clause (1), (2) or (3) of Section 501 with respect to the
Securities of any series shall, for purposes of this Section 512, be deemed to
affect only such series of Securities. SECTION 513. Waiver of Past Defaults. Subject to Section 502, the Holders of not less than a majority in
principal amount of the Outstanding Securities of all series with respect to
which a Default shall have occurred and be continuing (as one class if more
than one series) may on behalf of the Holders of all the Outstanding Securities
of such affected series waive any such past Default, and its consequences,
except a Default (1) in respect of the payment of the principal of (or premium,
if any) or interest, if any, on any Security or any related coupon,
or (2) in respect of a covenant or provision which under Article
Nine cannot be modified or amended without the consent of the Holder
of each Outstanding Security of such affected series. 60




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Upon any such waiver, any such Default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Default or Event of Default or impair any right consequent thereon. For
purposes of clarity, it is hereby understood and agreed that an Event of
Default described in clause (1), (2) or (3) of Section 501 with respect to the
Securities of any series shall, for purposes of this Section 513, be deemed to
affect only such series of Securities. SECTION 514. Waiver of Stay or Extension Laws. Each Issuer and the Guarantor covenants (to the extent that it may
lawfully do so) that it will not at any time insist upon, or plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay or
extension law wherever enacted, now or at any time hereafter in force, which
may affect the covenants or the performance of this Indenture; and each Issuer
and the Guarantor (to the extent that it may lawfully do so) hereby expressly
waives all benefit or advantage of any such law and covenants that it will not
hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted. SECTION 515. Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Security by
its acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken
or omitted by it as Trustee, the filing by any party litigant in such suit of
any undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys fees,
against any party litigant in such suit having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of the Outstanding Securities,
or to any suit instituted by any Holder for the enforcement of the payment of
the principal of (or premium, if any) or interest on any Security (or under any
Guarantee) on or after the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on or after the Redemption Date or, in
the case of repayment at the option of Holders as contemplated by Article
Thirteen hereof, on or after the applicable Repayment Date). ARTICLE SIX
THE TRUSTEE SECTION 601. Notice of Defaults. Within 90 days after the occurrence of any Default hereunder with respect
to the Securities of any series, the Trustee shall transmit in the manner and
to the extent provided in TIA Section 313(c), notice of such default hereunder
known to the Trustee, unless such Default shall have been cured or waived;
provided, however, that, except in the case of a Default in the payment of the
principal of (or premium, if any) or interest, if any, on any Security of such
series 61




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or in the payment of any sinking fund installment with respect to
Securities of such series, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee or a
trust committee of directors and/or Responsible Officers of the Trustee in good
faith determine that the withholding of such notice is in the interest of the
Holders of Securities of such series and any related coupons; and provided
furtherthat in the case of any Default of the character specified in Section
501(4) with respect to Securities of such series, no such notice to Holders
shall be given until at least 30 days after the occurrence thereof. SECTION 602. Certain Rights of Trustee. Subject to the provisions of TIA Sections 315(a) through 315(d): (1) the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other
paper or document believed by it to be genuine and to have been
signed or presented by the proper party or parties; (2) any request or direction of an Issuer mentioned herein shall
be sufficiently evidenced by an Issuer Request or Issuer Order and
any resolution of the Board of Directors may be sufficiently
evidenced by a Board Resolution; (3) whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior
to taking, suffering or omitting any action hereunder, the Trustee
(unless other evidence be herein specifically prescribed) may, in the
absence of bad faith on its part, rely upon an Officers Certificate; (4) the Trustee may consult with counsel and the written advice
of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered
or omitted by it hereunder in good faith and in reliance thereon; (5) except during a default, the Trustee shall be under no
obligation to exercise any of the rights or powers vested in it by
this Indenture at the request or direction of any of the Holders of
Securities of any series or any related coupons pursuant to this
Indenture, unless such Holders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and
liabilities which might be incurred by it in compliance with such
request or direction; (6) the Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document, but the Trustee, in its discretion, may
make such further inquiry or investigation into such facts or matters
as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the applicable Issuer and the
Guarantor, personally or by agent or attorney; 62




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(7) the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through agents or attorneys and the Trustee shall not be responsible
for any misconduct or negligence on the part of any agent or attorney
appointed with due care by it hereunder; and (8) the Trustee shall not be liable for any action taken,
suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred
upon it by this Indenture. The Trustee shall not be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it. SECTION 603. Trustee Not Responsible for Recitals or Issuance of
Securities. The recitals contained herein and in the Securities, except for the
Trustees certificates of authentication, and in any coupons shall be taken as
the statements of the Issuers and the Guarantor, and neither the Trustee nor
any Authenticating Agent assumes any responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities or coupons, except that the Trustee represents
that it is duly authorized to execute and deliver this Indenture, authenticate
the Securities and perform its obligations hereunder and that the statements
made by it in a Statement of Eligibility on Form T-1 supplied to the Issuers
are true and accurate, subject to the qualifications set forth therein.
Neither the Trustee nor any Authenticating Agent shall be accountable for the
use or application by the Issuers of Securities or the proceeds thereof. SECTION 604. May Hold Securities. The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the applicable Issuer or of the Trustee, in its
individual or any other capacity, may become the owner or pledgee of Securities
and coupons and, subject to TIA Sections 310(b) and 311, may otherwise deal
with such Issuer with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent. SECTION 605. Money Held in Trust. Money held by the Trustee in trust hereunder need not be segregated from
other funds except to the extent required by law. The Trustee shall be under
no liability for interest on any money received by it hereunder except as
otherwise agreed with the applicable Issuer. SECTION 606. Compensation and Reimbursement. The Issuers agree: (1) to pay to the Trustee from time to time such reasonable
compensation as the applicable Issuer and the Trustee shall from time
to time agree in writing, for 63




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all services rendered by it hereunder
(which compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse
the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the
reasonable compensation and the expenses and disbursements of its
agents and counsel), except any such expense, disbursement or advance
as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless
against, any loss, liability or expense incurred without negligence
or bad faith on its part, arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder,
including the costs and expenses of defending itself against any
claim or liability in connection with the exercise or performance of
any of its powers or duties hereunder. The obligations of the Issuers under this Section to compensate the
Trustee, to pay or reimburse the Trustee for expenses, disbursements and
advances and to indemnify and hold harmless the Trustee shall constitute
additional indebtedness hereunder and shall survive the satisfaction and
discharge of this Indenture. As security for the performance of such
obligations of the Issuers, the Trustee shall have a claim prior to the
Securities upon all property and funds held or collected by the Trustee as
such, except funds held in trust for the payment of principal of (or premium,
if any) or interest, if any, on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 501(6), (7) or (8), the expenses
(including reasonable charges and expense of its counsel) of and the
compensation for such services are intended to constitute expenses of
administration under any applicable bankruptcy, insolvency or other similar
law. The provisions of this Section shall survive the termination of this
Indenture. SECTION 607. Corporate Trustee Required; Eligibility; Conflicting
Interests. The Trustee shall comply with the terms of Section 310(b) of the TIA.
There shall be at all times a Trustee hereunder which shall be eligible to act
as Trustee under TIA Section 310(a)(1) and shall have a combined capital and
surplus (together with that of its parent, if applicable) of at least
$50,000,000. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of Federal, State, territorial
or District of Columbia supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time the Trustee shall
cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect hereinafter
specified in this Article. There shall be excluded from the operation of the
terms of Section 310(b) of the TIA the indenture dated as of April 25, 1997,
pursuant to which the 71/2% guaranteed debentures due May 1, 2007 of Barrick
Gold Finance Inc., guaranteed by the Company, were issued and are outstanding. 64




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SECTION 608. Resignation and Removal; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 609. (b) The Trustee may resign at any time with respect to the Securities of
one or more series by giving written notice thereof to the Issuers. If the
instrument of acceptance by a successor Trustee required by Section 609 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series. (c) The Trustee may be removed at any time with respect to the Securities
of any series by Act of the Holders of not less than a majority in principal
amount of the Outstanding Securities of such series, delivered to the Trustee
and to the applicable Issuer. (d) If at any time: (1) the Trustee shall fail to comply with the provisions of TIA
Section 310(b) after written request therefor by either Issuer or by
any Holder who has been a bona fide Holder of a Security for at least
six months, or (2) the Trustee shall cease to be eligible under Section 607 and
shall fail to resign after written request therefor by either Issuer
or by any Holder who has been a bona fide Holder of a Security for at
least six months, or (3) the Trustee shall become incapable of acting or shall be
adjudged a bankrupt or insolvent or a receiver of the Trustee or of
its property shall be appointed or any public officer shall take
charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then, in any such case, (i) either Issuer, by a Board Resolution, may remove
the Trustee with respect to all Securities or the Securities of such series, or
(ii) subject to TIA Section 315(e), any Holder who has been a bona fide Holder
of a Security for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee with respect to all Securities of such series and the
appointment of a successor Trustee or Trustees. (e) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the applicable Issuer, by a
Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Securities of one
or more or all of such series and that at any time there shall be only one
Trustee with respect to the Securities of any particular series). If, within
one year after such resignation, removal or incapability, or the occurrence of
such vacancy, a successor Trustee with respect to the Securities of any series 65




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shall be appointed by Act of the Holders of a majority in principal amount of
the Outstanding Securities of such series delivered to the applicable Issuer
and the retiring Trustee, the successor Trustee so appointed shall, forthwith
upon its acceptance of such appointment, become the successor Trustee with
respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by such Issuer. If no successor Trustee with
respect to the Securities of any series shall have been so appointed by the
applicable Issuer or the Holders and accepted appointment in the manner
hereinafter provided, any Holder who has been a bona fide Holder of a Security
of such series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series. (f) The applicable Issuer shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
to the Holders of Securities of such series in the manner provided for in
Section 106. Each notice shall include the name of the successor Trustee with
respect to the Securities of such series and the address of its Corporate Trust
Office. SECTION 609. Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Issuers, to the Guarantor and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of any Issuer, the Guarantor or the successor Trustee, such
retiring Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee and shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee
hereunder. (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the applicable
Issuer, the Guarantor (in the case of Guaranteed Securities), the retiring
Trustee and each successor Trustee with respect to the Securities of one or
more series shall execute and deliver an indenture supplemental hereto wherein
each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of
that or those series to which the appointment of such successor Trustee
relates, (2) if the retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust and that each such Trustee shall be trustee of a
trust or trusts hereunder separate 66




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and apart from any trust or trusts hereunder
administered by any other such Trustee; and upon the execution and delivery of
such supplemental indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the applicable Issuer, the
Guarantor (in the case of Guaranteed Securities) or any successor Trustee,
such retiring Trustee shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates. Whenever there is a successor Trustee with
respect to one or more (but less than all) series of securities issued pursuant
to this Indenture, the terms Indenture and Securities shall have the
meanings specified in the provisos to the respective definitions of those terms
in Section 101 which contemplate such situation. (c) Upon request of any such successor Trustee, the Issuers and the
Guarantor shall execute any and all instruments for more fully and certainly
vesting in and confirming to
such successor Trustee all rights, powers and trusts referred to in
paragraph (a) or (b) of this Section, as the case may be. (d) No successor Trustee shall accept its appointment unless at the time
of such acceptance such successor Trustee shall be qualified and eligible under
this Article. SECTION 610. Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.
In case any of the Securities shall not have been authenticated by such
predecessor Trustee, any successor Trustee may authenticate such Securities
either in the name of any predecessor hereunder or in the name of the successor
Trustee. In all such cases such certificates shall have the full force and
effect which this Indenture provides for the certificate of authentication of
the Trustee; provided, however, that the right to adopt the certificate of
authentication of any predecessor Trustee or to authenticate Securities in the
name of any predecessor Trustee shall apply only to its successor or successors
by merger, conversion or consolidation. SECTION 611. Appointment of Authenticating Agent. At any time when any of the Securities remain Outstanding, the Trustee may
appoint an Authenticating Agent or Agents with respect to one or more series of
Securities which 67




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shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series and the Trustee shall give written
notice of such appointment to all Holders of Securities of the series with
respect to which such Authenticating Agent will serve, in the manner provided
for in Section 106. Securities so authenticated shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes
as if authenticated by the Trustee hereunder. Any such appointment shall be
evidenced by an instrument in writing signed by a Responsible Officer of the
Trustee, and a copy of such instrument shall be promptly furnished to the
applicable Issuer. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustees
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
applicable Issuer and shall at all times be a corporation organized and doing
business under the laws of the United States of
America, any state thereof or the District of Columbia, authorized under
such laws to act as Authenticating Agent, having a combined capital and surplus
of not less than $50,000,000 and subject to supervision or examination by
federal or state authority. If such corporation publishes reports of condition
at least annually, pursuant to law or to the requirements of said supervising
or examining authority, then for the purposes of this Section, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time an Authenticating Agent shall cease to be eligible
in accordance with the provisions of this Section, it shall resign immediately
in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the applicable Issuer. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the applicable Issuer. Upon
receiving such a notice of resignation or upon such a termination, or in case
at any time such Authenticating Agent shall cease to be eligible in accordance
with the provisions of this Section, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the applicable Issuer and
shall give written notice of such appointment to all Holders of Securities of
the series with respect to which such Authenticating Agent will serve, in the
manner provided for in Section 106. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. No successor Authenticating Agent
shall be appointed unless eligible under the provisions of this Section. 68




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The Trustee agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section, and the Trustee
shall be entitled to be reimbursed for such payments, subject to the provisions
of Section 606. If an appointment with respect to one or more series is made pursuant to
this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustees certificate of authentication, an alternate
certificate of authentication in the following form: Dated: This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture. JPMORGAN CHASE BANKas TrusteeByas Authenticating AgentByAuthorized Officer
 ARTICLE SEVEN
HOLDERS LISTS AND REPORTS BY TRUSTEE, ISSUERS AND GUARANTOR SECTION 701. Disclosure of Names and Addresses of Holders. Every Holder of Securities or coupons, by receiving and holding the same,
agrees with the applicable Issuer, the Guarantor (in the case of Guaranteed
Securities) and the Trustee that none of such Issuer, the Guarantor or the
Trustee or any agent of any of them shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
in accordance with TIA Section 312, regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under TIA Section
312(b). SECTION 702. Reports by Trustee. (a) Within 60 days after May 15 of each year commencing with the first May
15 after the first issuance of Securities pursuant to this Indenture, the
Trustee shall transmit a brief report by mail to the Holders of Securities, in
accordance with and to the extent required by Section 313 of the TIA. (b) A copy of each such report at the time of its mailing to Holders shall
be filed with the Commission and each stock exchange on which Debt Securities
of any series are listed. 69




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SECTION 703. Reports by the Company. The Company shall: (1) file with the Trustee, within 15 days after the Company is
required to file the same with the Commission, copies of the annual
reports containing audited financial statements, copies of quarterly
reports containing unaudited financial statements and of the
information, documents and other reports (or copies of such portions
of any of the foregoing as the Commission may from time to time by
rules and regulations prescribe) which the Company may be required to
file with the
Commission pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934; (2) file with the Trustee and the Commission, in accordance with
rules and regulations prescribed from time to time by the Commission,
such additional information, documents and reports with respect to
compliance by the Issuers and the Guarantor with the conditions and
covenants of this Indenture as may be required from time to time by
such rules and regulations; (3) Notwithstanding that the Company may not be required to
remain subject to the reporting requirements of Section 13 or 15(d)
of the Securities Exchange Act of 1934, or otherwise report on an
annual and quarterly basis on forms provided for such annual and
quarterly reporting pursuant to rules and regulations promulgated by
the Commission, the Company shall continue to file with the
Commission and provide the Trustee; (a) within 140 days after the end of each fiscal year, annual
reports on Form 20-F, 40-F or Form 10-K, as applicable (or any
successor form), containing audited financial statements and the
other information required to be contained therein (or required in
such successor form); and (b) within 60 days after the end of each of the first three
fiscal quarters of each fiscal year, reports on Form 6-K or Form
10-Q (or any successor form), containing unaudited financial
statements and the other information which, regardless of
applicable requirements shall, at a minimum, contain such
information required to be provided in quarterly reports under the
laws of Canada or any province thereof to security holders of a
corporation with securities listed on the Toronto Stock Exchange,
whether or not the Company has any of its securities so listed. Each of such reports will be prepared in accordance with Canadian or
United States disclosure requirements, as required by the appropriate
form or report, and U.S. GAAP and/or accounting principles generally
accepted in Canada, provided, however, that the Company shall not be so
obligated to file such reports with the Commission if the Commission does
not permit such filings; and (4) transmit to all Holders, in the manner and to the extent
provided in and required by TIA Section 313(c), within 30 days after
the filing thereof with the 70




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Trustee, such summaries of any
information, documents and reports required to be filed by the
Company pursuant to paragraphs (1) and (2) of this Section as may be
required by rules and regulations prescribed from time to time by the
Commission. SECTION 704. The Company to Furnish Trustee Names and Addresses of
Holders. The Company will furnish or cause to be furnished to the Trustee: (1) semi-annually, not later than 15 days after the Regular
Record Date for interest for each series of Securities, a list, in
such form as the Trustee may reasonably require, of the names and
addresses of the Holders of Registered Securities of such series as
of such Regular Record Date, or if there is no Regular Record Date
for interest for such series of Securities, semi-annually, upon such
dates as are set forth in the Board Resolution, Officers Certificate
or indenture supplemental hereto authorizing such series, and (2) at such other times as the Trustee may request in writing,
within 30 days after the receipt by the Company of any such request,
a list of similar form and content as of a date not more than 15 days
prior to the time such list is furnished, provided, however, that so long as the Trustee is the Security Registrar, no
such list shall be required to be furnished. ARTICLE EIGHT
CONSOLIDATION, AMALGAMATION, MERGER, CONVEYANCE,
TRANSFER OR LEASE SECTION 801. Issuers and Guarantor May Amalgamate or Consolidate, etc.,
Only on Certain Terms. Neither any Issuer nor the Guarantor shall amalgamate or consolidate with
or merge into any other Person or convey, transfer or lease its properties and
assets substantially as an entirety to any other Person, unless: (1) in a transaction in which the applicable Issuer or the
Guarantor, as the case may be, does not survive or continue in
existence or in which the applicable Issuer or the Guarantor, as the
case may be, transfers or leases its properties and assets
substantially as an entirety to any other Person, the Person formed
by such amalgamation or consolidation or into which the applicable
Issuer or the Guarantor, as the case may be, is merged or the Person
which acquires by conveyance or transfer or otherwise, or which
leases, the properties and assets of the applicable Issuer or the
Guarantor, as the case may be, substantially as an entirety (A) shall
be a corporation, partnership or trust organized under the laws of
Canada or any province or territory of Canada or the United States of
America, any state thereof or the District of Columbia or, if such
consolidation, amalgamation, merger or other transaction would not
impair the rights of the Holders of the Securities (including, in the
case of Guaranteed Securities, their rights under the Guarantees), in
any other country, provided that if 71




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such successor entity is
organized under the laws of a jurisdiction other than Canada or any
province or territory of Canada, or the United States of America, any
state thereof or the District of Columbia, the successor entity
assumes by a supplemental indenture the obligations of the applicable
Issuer or the Guarantor or both, as the case may be, under the
Securities, the Guarantees and this Indenture to pay Additional
Amounts, adding the name of such successor jurisdiction in addition
to Canada in
each place that Canada appears in Section 1005 and Section
1404(4) of this Indenture and adding references to the provinces,
territories, states or other applicable political subdivisions of
such successor jurisdiction in addition to references to the
provinces and territories of Canada appearing in Section 1005 and
Section 1404(4) of this Indenture and appropriately revising Section
1404(5) to add references to any preference or other similar period
under applicable bankruptcy, insolvency or other similar laws of the
successor jurisdiction or any province, territory, state or other
political subdivision thereof and, if necessary, revising Sections
1404(5) and 1404(6) to extend the 91 day period referred to therein
so that it is at least one day longer than any such preference or
similar period of the successor jurisdiction; and (B) shall expressly
assume, by an indenture supplemental hereto, executed and delivered
to the Trustee, in form satisfactory to the Trustee, the obligations
of the applicable Issuer or the Guarantor or both, as the case may
be, in respect of the Securities and, in the case of the Guarantor,
the Guarantees and the performance and observance of every covenant
of the Indenture to be performed or observed by the applicable Issuer
or the Guarantor, as the case may be; (2) immediately before and after giving effect to such
transaction, no Event of Default or event that after notice or
passage of time or both would be an Event of Default shall have
occurred and be continuing; and (3) the applicable Issuer, the Guarantor or such Person shall
have delivered to the Trustee an Officers Certificate and an Opinion
of Counsel, each stating that such consolidation, amalgamation,
merger, conveyance, transfer or lease and such supplemental indenture
comply with this Article and that all conditions precedent herein
provided for relating to such transaction have been complied with. In the event that the Company shall enter into any amalgamation,
consolidation, merger, conveyance, transfer or lease of the nature contemplated
by the first paragraph of this Section 801, then the supplemental indenture
contemplated by clause (1)(B) of such paragraph shall be entered into by the
Company both in its capacity as an Issuer and the Guarantor. SECTION 802. Successor Person Substituted. Upon any consolidation or amalgamation by an Issuer or the Guarantor with
or merger by an Issuer or the Guarantor into any other Person or any
conveyance, transfer or lease of the properties and assets of an Issuer or the
Guarantor substantially as an entirety to any other Person in accordance with
Section 801, the successor Person formed by such consolidation or amalgamation
or into which the applicable Issuer or the Guarantor is merged or to which such
conveyance, transfer or lease is made shall succeed to, and be substituted for,
and may exercise every right and power of, the applicable Issuer or the
Guarantor, as the case may be, under this 72




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Indenture with the same effect as if
such successor Person had been named as the applicable Issuer or the Guarantor,
as the case may be, herein, and in the event of any such transaction, the
applicable Issuer (which term shall for this purpose mean the applicable Person
named as an Issuer in the first paragraph of this Indenture or any successor
Person which shall theretofore
become such in the manner described in this Section 802) or the Guarantor
(which term shall for this purpose mean the Person named as the Guarantor in
the first paragraph of this Indenture or any successor Person which shall
theretofore become such in the manner described in this Section 802), as the
case may be, except in the case of a lease, shall be discharged of all
obligations and covenants under this Indenture and the Securities and the
coupons, and the Guarantees, as the case may be, and may be dissolved and
liquidated. In the event that a successor Person shall succeed to, and be substituted
for, an Issuer (other than the Company) as provided in the immediately
preceding paragraph, then such Person shall be deemed to have succeeded to, and
to have been substituted for, the applicable Subsidiary Issuer, all on the same
terms and subject to the same conditions set forth in the immediately preceding
paragraph, mutatis mutandis. SECTION 803. Securities to Be Secured in Certain Events. If, upon any consolidation or amalgamation of an Issuer or the Guarantor
with or merger of an Issuer or the Guarantor into any other Person, or upon any
conveyance, lease or transfer of the properties and assets of an Issuer or the
Guarantor substantially as an entirety to any other Person, any Principal
Assets would thereupon become subject to any Lien, then unless such Lien could
be created pursuant to Section 1009 without equally and ratably securing the
Securities, the Company shall, prior to or simultaneously with such
consolidation, amalgamation, merger, conveyance, lease or transfer, secure the
Securities (together with, at the Companys option, any other obligations that
are not subordinate in right of payment to the Securities) equally and ratably
with (or prior to) any and all obligations which upon such consolidation,
amalgamation, merger, conveyance, lease or transfer are to become secured by
such Lien, or will cause the Securities to be so secured, in each case for so
long as such obligations are so secured. ARTICLE NINE
SUPPLEMENTAL INDENTURES SECTION 901. Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, each of the Issuers and the Guarantor,
when authorized by or pursuant to a Board Resolution, and the Trustee, at any
time and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to an Issuer or
the Guarantor and the assumption by any such successor of the
covenants of such Issuer or the Guarantor contained herein and in the
Securities or the Guarantees and to make the changes to Sections 1005
and 1404 contemplated by Section 801(1); or (2) to add to the covenants of an Issuer or the Guarantor for
the benefit of the Holders of all or any series of Securities and any
related coupons (and if such 73




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covenants are to be for the benefit of less than all series of
Securities, stating that such covenants are being included solely for
the benefit of such series) or to surrender any right or power herein
conferred upon any Issuer or the Guarantor, as the case may be; or (3) to add any additional Events of Default (and if such Events
of Default are to be for the benefit of less than all series of
Securities, stating that such Events of Default are being included
solely for the benefit of such series); or (4) to add to or change any of the provisions of this Indenture
to provide that Bearer Securities may be registrable as to principal,
to change or eliminate any restrictions on the payment of principal
of or any premium or interest on Bearer Securities, to permit Bearer
Securities to be issued in exchange for Registered Securities, to
permit Bearer Securities to be issued in exchange for Bearer
Securities of other authorized denominations or to permit or
facilitate the issuance of Securities in uncertificated form;
providedthat any such action shall not adversely affect the
interests of the Holders of Securities of any series or any related
coupons in any material respect; or (5) to change or eliminate any of the provisions of this
Indenture; providedthat any such change or elimination shall become
effective only when there is no Security Outstanding of any series
created prior to the execution of such supplemental indenture which
is entitled to the benefit of such provision; or (6) to secure the Securities pursuant to the requirements of
Section 803 or 1009 or otherwise; or (7) to establish the form or terms of Securities of any series
and any related Guarantees as permitted by Sections 201 and 301; or (8) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of
one or more series and to add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee,
pursuant to the requirements of Section 609(b); or (9) (A) to close this Indenture with respect to the
authentication and delivery of additional series of Securities or (B)
to cure any ambiguity, to correct or supplement any provision herein
which may be defective or inconsistent with any other provision
herein, or to make any other provisions with respect to matters or
questions arising under this Indenture; providedsuch action under
clause (B) shall not adversely affect the interests of the Holders of
Securities of any series (including, without limitation, their rights
under any Guarantees) and any related coupons in any material
respect; or (10) to supplement any of the provisions of this Indenture to
such extent as shall be necessary to permit or facilitate the
defeasance and discharge of any series of Securities pursuant to
Sections 401, 1402 or 1403; providedthat any such action shall 74




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not adversely affect the interests of the Holders of Securities
of such series and any related coupons or any other series of
Securities (including, without limitation, their rights under any
Guarantees) in any material respect. SECTION 902. Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal
amount of all Outstanding Securities of all series affected by such
supplemental indenture, by Act of said Holders delivered to the applicable
Issuer, the Guarantor (in the case of Guaranteed Securities) and the Trustee,
such Issuer and the Guarantor, when authorized by or pursuant to a Board
Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture which affect
such series of Securities or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security of such series, (1) change the Stated Maturity of the principal of (or premium,
if any) or any installment of interest on any Security of such
series, or reduce the principal amount thereof (or premium, if any)
or the rate of interest, if any, thereon, or the Redemption Price
thereof or any amount payable upon repayment thereof at the option of
the Holder, or any amount payable under Section 1005, change any
obligation of the applicable Issuer or the Guarantor to pay
Additional Amounts (or other amounts) contemplated by Section 1005
(except as contemplated by Section 801(1) and permitted by Section
901(1)), reduce the amount of the principal of an Original Issue
Discount Security of such series that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to
Section 502 or the amount thereof provable in bankruptcy pursuant to
Section 504, or adversely affect any right of repayment at the option
of any Holder of any Security of such series, or change any Place of
Payment where, or the Currency in which, any Security of such series
or any premium or interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after
the Stated Maturity thereof (or, in the case of redemption or
repayment at the option of the Holder, on or after the Redemption
Date or Repayment Date, as the case may be), or adversely affect any
right to convert or exchange any Security as may be provided pursuant
to Section 301 herein, or (2) reduce the percentage in principal amount of the Outstanding
Securities of such series required for any such supplemental
indenture, for any waiver of compliance with certain provisions of
this Indenture which affect such series or certain defaults
applicable to such series hereunder and their consequences provided
for in Section 513 or 1010 of this Indenture, or reduce the
requirements of Section 1604 for quorum or voting with respect to
Securities of such series, or (3) modify any of the provisions of this Section, Section 513 or
Section 1010, except to increase any such percentage or to provide
that certain other 75




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provisions of this Indenture which affect such
series cannot be modified or waived without the consent of the Holder
of each Outstanding Security of such series. Any such supplemental indenture adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture, or modifying
in any manner the rights of the Holders of Securities of such series, shall not
affect the rights under this Indenture of the Holders of Securities of any
other series. It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Act shall approve the substance thereof. SECTION 903. Execution of Supplemental Indentures. In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby
of the trusts created by this Indenture, the Trustee shall be entitled to
receive, and shall be fully protected in relying upon, an Opinion of Counsel
stating that the execution of such supplemental indenture is authorized or
permitted by this Indenture. The Trustee may, but shall not be obligated to,
enter into any such supplemental indenture which affects the Trustees own
rights, duties or immunities under this Indenture or otherwise. SECTION 904. Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every
Holder of Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby. SECTION 905. Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect. SECTION 906. Reference in Securities to Supplemental Indentures. Securities of any series authenticated and delivered after the execution
of any supplemental indenture pursuant to this Article may, and shall if
required by the Trustee, bear a
notation in form approved by the Trustee as to any matter provided for in
such supplemental indenture. If the applicable Issuer or the Guarantor (in the
case of Guaranteed Securities) shall so determine, new Securities of any series
and any Guarantees endorsed thereon so modified as to conform, in the opinion
of the Trustee, such Issuer and the Guarantor, to any such supplemental
indenture may be prepared and executed by such Issuer and the Guarantor and
authenticated and delivered by the Trustee in exchange for Outstanding
Securities of such series. SECTION 907. Notice of Supplemental Indentures. 76




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Promptly after the execution by the applicable Issuer, the Guarantor (in
the case of Guaranteed Securities) and the Trustee of any supplemental
indenture pursuant to the provisions of Section 902, such Issuer shall give
notice thereof to the Holders of each Outstanding Security affected, in the
manner provided for in Section 106, setting forth in general terms the
substance of such supplemental indenture. ARTICLE TEN
COVENANTS SECTION 1001. Payment of Principal, Premium, if any, and Interest. Each Issuer covenants and agrees for the benefit of the Holders of each
series of Securities issued by such Issuer and any related coupons that it will
duly and punctually pay the principal of (and premium, if any) and interest, if
any, on the Securities of that series in accordance with the terms of the
Securities, any coupons appertaining thereto and this Indenture. Unless
otherwise specified as contemplated by Section 301 with respect to any series
of Securities, any interest installments due on Bearer Securities on or before
Maturity shall be payable only upon presentation and surrender of the several
coupons for such interest installments as are evidenced thereby as they
severally mature. SECTION 1002. Maintenance of Office or Agency. If the Securities of a series are issuable only as Registered Securities,
the applicable Issuer will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented
or surrendered for payment, where Securities of that series may be surrendered
for registration of transfer or exchange, where Securities of that series that
are convertible or exchangeable may be surrendered for conversion or exchange,
as applicable and where notices and demands to or upon such Issuer in respect
of the Securities of that series and this Indenture may be served. If such
Securities are Guaranteed Securities, the Guarantor will maintain an office or
agency in The City of New York where notices and demands to or upon the
Guarantor in respect of the Securities of that series and this Indenture may be
served. If Securities of a series are issuable as Bearer Securities, the
applicable Issuer will maintain (A) in The City of New York, an office or
agency where any Registered Securities of that series may be presented or
surrendered for payment, where any Registered Securities of that series may be
surrendered for registration of transfer, where Securities of that series may
be surrendered for exchange, where Securities of that series that are
convertible or exchangeable may be surrendered for conversion or exchange, as
applicable, where notices and demands to or upon such Issuer in respect of the
Securities of that series and this Indenture may be served and where Bearer
Securities of that series and related coupons may be presented or surrendered
for payment in the circumstances described in the second succeeding paragraph
(and not otherwise), (B) subject to any laws or regulations applicable thereto,
in a Place of Payment for that series which is located outside the United
States and Canada, an office or agency where Securities of that series and
related coupons may be presented and surrendered for payment; provided,
however, that, if the Securities of that series are listed on any stock
exchange located outside the United States and Canada and such stock exchange
shall so require, such Issuer will maintain a 77




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Paying Agent for the Securities
of that series in any required city located outside the United States and
Canada so long as the Securities of that series are listed on such exchange,
and (C) subject to any laws or regulations applicable thereto, in a Place of
Payment for that series located outside the United States and Canada an office
or agency where any Registered Securities of that series may be surrendered for
registration of transfer, where Securities of that series may be surrendered
for exchange, where Securities of that series that are convertible and
exchangeable may be surrendered for conversion or exchange, as applicable and
where notices and demands to or upon such Issuer in respect of the Securities
of that series and this Indenture may be served. If such Securities are
Guaranteed Securities, the Guarantor will maintain an office or agency in The
City of New York where notices and demands to or upon the Guarantor in respect
of the Securities of that series and this Indenture may be served. The applicable Issuer and the Guarantor (in the case of Guaranteed
Securities) will give prompt written notice to the Trustee of the location, and
any change in the location, of any such office or agency. If at any time such
Issuer or the Guarantor shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, except that Bearer Securities of any
series and the related coupons may be presented and surrendered for payment at
the offices specified in the Security, and each of the Issuers and the
Guarantor hereby appoints the same as its agents to receive such respective
presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities pursuant to
Section 301, no payment of principal, premium or interest on Bearer Securities
shall be made at any office or agency of an Issuer or the Guarantor in the
United States or Canada or by check mailed to any address in the United States
or Canada or by transfer to an account maintained with a bank located in the
United States or Canada; provided, however, that, if the Securities of a series
are payable in Dollars, payment of principal of (and premium, if any) and
interest, if any, on any Bearer Security shall be made at the office of the
applicable Issuers Paying Agent in The City of New York, if (but only if)
payment in Dollars of the full amount of such principal, premium or interest,
as the case may be, at all offices or agencies outside the United States
maintained for such purpose by such Issuer in accordance with this Indenture is
illegal or effectively precluded by exchange controls or other similar
restrictions. Either Issuer may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
any such designation; provided, however, that no such designation or rescission
shall in any manner relieve such Issuer of its obligation to maintain an office
or agency in accordance with the requirements set forth above for Securities of
any series for such purposes. Such Issuer will give prompt written notice to
the Trustee of any such designation or rescission and of any change in the
location of any such other office or agency. Unless otherwise specified with
respect to any Securities as contemplated by Section 301 with respect to a
series of Securities, the Issuers hereby designate as a Place of Payment for
each series of Securities the office or agency of the Trustee in the Borough of
Manhattan, The City of New York or, in the case of holders in Ontario, in
Toronto, Ontario, Canada, and initially appoints the Trustee at its Corporate
Trust Office as Paying Agent in such cities and as its agent to receive all
such presentations, surrenders, notices and demands. 78




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Unless otherwise specified with respect to any Securities pursuant to
Section 301, if and so long as the Securities of any series (i) are denominated
in a Currency other than Dollars or (ii) may be payable in a Currency other
than Dollars, or so long as it is required under any other provision of the
Indenture, then the applicable Issuer will maintain with respect to each such
series of Securities, or as so required, at least one Exchange Rate Agent. SECTION 1003. Money for Securities Payments to Be Held in Trust. If either Issuer or the Guarantor shall at any time act as its own Paying
Agent with respect to any series of Securities and any related coupons, it
will, on or before each due date of the principal of (or premium, if any) or
interest, if any, on any of the Securities of that series, segregate and hold
in trust for the benefit of the Persons entitled thereto a sum in the Currency
in which the Securities of such series are payable (except as may otherwise be
specified pursuant to Section 301 for the Securities of such series and except,
if applicable, as provided in Sections 312(b), 312(d) and 312(e)) sufficient to
pay the principal of (or premium, if any) or interest, if any, on Securities of
such series so becoming due until such sums shall be paid to such Persons or
otherwise disposed of as herein provided and will promptly notify the Trustee
of its action or failure so to act. Whenever the applicable Issuer shall have one or more Paying Agents for
any series of Securities and any related coupons, it will, prior to or on each
due date of the principal of (or premium, if any) or interest, if any, on any
Securities of that series, deposit with a Paying Agent a sum (in the Currency
described in the preceding paragraph) sufficient to pay the principal (or
premium, if any) or interest, if any, so becoming due, such sum to be held in
trust for the benefit of the Persons entitled to such principal, premium or
interest, and (unless such Paying Agent is the Trustee) such Issuer will
promptly notify the Trustee of its action or failure so to act. The applicable Issuer will cause the bank through which payment of funds
to the Paying Agent will be made to deliver to the Paying Agent by 10:00 a.m.
(New York Time) two
Business Days prior to the due date of such payment an irrevocable
confirmation (by tested telex or authenticated Swift MT 100 Message) of its
intention to make such payment. The applicable Issuer will cause each Paying Agent (other than the
Trustee) for any series of Securities to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will: (1) hold all sums held by it for the payment of the principal of
(and premium, if any) and interest, if any, on Securities of such
series in trust for the benefit of the Persons entitled thereto until
such sums shall be paid to such Persons or otherwise disposed of as
herein provided; (2) give the Trustee notice of any default by such Issuer (or
any other obligor upon the Securities of such series) in the making
of any payment of principal of (or premium, if any) or interest, if
any, on the Securities of such series; and 79




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(3) at any time during the continuance of any such default, upon
the written request of the Trustee, forthwith pay to the Trustee all
sums so held in trust by such Paying Agent. The applicable Issuer may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by such Issuer or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which sums were held by such Issuer or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
sums. Except as provided in the Securities of any series, any money deposited
with the Trustee or any Paying Agent, or then held by the applicable Issuer or
the Guarantor (in the case of Guaranteed Securities), in trust for the payment
of the principal of (or premium, if any) or interest, if any, on any Security
of any series, or any coupon appertaining thereto, and remaining unclaimed for
two years after such principal, premium or interest has become due and payable
shall be paid to such Issuer or the Guarantor, or (if then held by such Issuer
or the Guarantor) shall be discharged from such trust; and the Holder of such
Security or coupon shall thereafter, as an unsecured general creditor, look
only to such Issuer or the Guarantor (in the case of Guaranteed Securities), as
the case may be, for payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such trust money, and all liability of such Issuer
or the Guarantor, as the case may be, as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, shall at the written direction and at the
expense of such Issuer cause to be published once, in an Authorized Newspaper,
notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid
to such Issuer or the Guarantor, as the case may be. SECTION 1004. Statement as to Compliance. Each of the Issuers and the Guarantor will deliver to the Trustee, within
120 days after the end of each fiscal year (which as of the date hereof ends on
the 31st day of December), a brief certificate from the principal executive
officer, principal financial officer or principal accounting officer as to his
or her knowledge of such Issuers or the Guarantors compliance with all
conditions and covenants under this Indenture and as to any default in such
performance. For purposes of this Section 1004, such compliance shall be
determined without regard to any period of grace or requirement of notice under
this Indenture. SECTION 1005. Additional Amounts. Unless otherwise specified pursuant to Section 301 with respect to the
Securities of any series, all payments made by or on behalf of the applicable
Issuer or the Guarantor under or with respect to the Securities or any
Guarantees will be made free and clear of and without withholding or deduction
for or on account of any present or future tax, duty, levy, impost, assessment
or other governmental charge (including penalties, interest and other
liabilities related thereto) imposed or levied by or on behalf of the
Government of Canada or any province 80




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or territory thereof or by any authority
or agency therein or thereof having power to tax (hereinafter Canadian
Taxes), unless the applicable Issuer or the Guarantor, as the case may be, is
required to withhold or deduct Canadian Taxes by law or by the interpretation
or administration thereof by the relevant government authority or agency. If
the applicable Issuer or the Guarantor is so required to withhold or deduct any
amount for or on account of Canadian Taxes from any payment made under or with
respect to the Securities or the Guarantees, the applicable Issuer or the
Guarantor, as the case may be, will pay to each Holder of such Securities (or
to each Holder of the Securities on which such Guarantees are endorsed, as the
case may be) as additional interest such additional amounts (Additional
Amounts) as may be necessary so that the net amount received by each such
Holder after such withholding or deduction (and after deducting any Canadian
Taxes on such Additional Amounts) will not be less than the amount such Holder
would have received if such Canadian Taxes had not been withheld or deducted,
except as described in the sixth paragraph of this Section 1005. However, no
Additional Amounts will be payable with respect to a payment made to a Holder
(such Holder, an Excluded Holder) in respect of the beneficial owner thereof: (1) with which the applicable Issuer or the Guarantor, as the
case may be, does not deal at arms length (for the purposes of the
Income Tax Act(Canada)) at the time of the making of such payment; (2) which is subject to such Canadian Taxes by reason of the
Holder being a resident, domiciliary or national of, engaged in
business or maintaining a permanent establishment or other physical
presence in or otherwise having some connection with Canada or any
province or territory thereof otherwise than by the mere holding of
Securities or the receipt of payments thereunder; or (3) which is subject to such Canadian Taxes by reason of the
Holders failure to comply with any certification, identification,
documentation or other reporting requirements if compliance is
required by law, regulation, administrative practice or an applicable
treaty as a precondition to exemption from, or a reduction in the
rate of deduction or withholding of, such Canadian Taxes (provided
that the applicable Issuer or the Guarantor shall give written notice
to the Trustee and the Holders of the Securities then outstanding of
any change in such requirements). The applicable Issuer or the Guarantor, as the case may be, will also: (i) make such withholding or deduction; and (ii) remit the full amount deducted or withheld to the relevant
authority in accordance with applicable law. The applicable Issuer or the Guarantor, as the case may be, will furnish
to the Holders of the Securities, within 60 days after the date the payment of
any Canadian Taxes is due pursuant to applicable law, certified copies of tax
receipts or other documents evidencing such payment by such person. The applicable Issuer will and, in the case of Guaranteed Securities, the
applicable Issuer and the Guarantor will, jointly and severally, indemnify and
hold harmless each Holder 81




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(other than an Excluded Holder) from and against and, upon written
request, reimburse each such Holder for the amount (excluding any Additional
Amounts that have previously been paid by the applicable Issuer or the
Guarantor with respect thereto) of: (1) any Canadian Taxes so levied or imposed and paid by such Holder
as a result of payments made under or with respect to the Securities or
the Guarantees; (2) any liability (including penalties, interest and expenses)
arising therefrom or with respect thereto; and (3) any Canadian Taxes imposed with respect to any reimbursement
under clause (1) or (2) in this paragraph, but excluding any such
Canadian Taxes on such Holders net income. At least five (5) days prior to each date on which any payment under or
with respect to the Securities is due and payable, if the applicable Issuer or
the Guarantor will be obligated to pay Additional Amounts with respect to such
payment, the applicable Issuer or the Guarantor, as the case may be, will
deliver to the Trustee an Officers Certificate stating the fact that such
Additional Amounts will be payable and specifying the amounts so payable and
will set forth such other information necessary to enable the Trustee to pay
such Additional Amounts (upon receipt by the Trustee from the applicable Issuer
or Guarantor, as the case may be, of such Additional Amounts) to Holders on the
date on which such payment is due and payable. (6) In any event, no Additional Amounts or indemnity amounts will be
payable under the provisions set forth above in this Section 1005 in
respect of any Security in excess of the Additional Amounts and the
indemnity amounts which would be required if, at all relevant times, the
Holder of such Security were a resident of the United States for purposes
of the Canada-U.S. Income Tax Convention (1980), as amended. Wherever in this Indenture, the Securities or the Guarantees there is
mentioned, in any context, the payment of principal (or premium, if any),
interest, if any, or any other amount payable under or with respect to a
Security or Guarantee, such mention shall be deemed to include mention of the
payment of Additional Amounts to the extent that, in such context, Additional
Amounts are, were or would be payable in respect thereof. The provisions of this Section 1005 shall survive any termination,
defeasance, covenant defeasance or discharge of this Indenture or of any
Securities and the repayment, redemption or other retirement of the Securities. SECTION 1006. Payment of Taxes and Other Claims. Each of the Issuers and the Guarantor will pay or discharge or cause to be
paid or discharged, before the same shall become delinquent, (1) all material
taxes, assessments and governmental charges levied or imposed upon such Issuer
or the Guarantor, as the case may be, or upon the income, profits or property
of such Issuer or the Guarantor, as the case may be, and (2) all material
lawful claims for labor, materials and supplies which, if unpaid, might by law
become a Lien upon any property of such Issuer or the Guarantor; provided,
however,that such Issuer or the Guarantor shall not be required to pay or
discharge or cause to be paid or discharged 82




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any such tax, assessment, charge or
claim whose amount, applicability or validity is being contested in good faith
by appropriate proceedings. SECTION 1007. Maintenance of Properties. Each of the Issuers and the Guarantor will cause all its properties to be
maintained and kept in good condition, repair and working order and supplied
with all necessary equipment and will cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the
judgment of such Issuer or the Guarantor, as the case may be, may be necessary
so that the business carried on in connection therewith may be properly and
advantageously conducted at all times except to the extent that the failure to
do so would not materially impair the operations of the Company and its
Subsidiaries taken as a whole; provided, however, that nothing in this Section
shall prevent or restrict the sale, abandonment or other disposition of any of
such properties if such action is, in the judgment of such Issuer or the
Guarantor, as the case may be, desirable in the conduct of the business of such
Issuer or the Guarantor, as the case may be, and not disadvantageous in any
material respect to the Holders. SECTION 1008. Corporate Existence. Subject to Article Eight, each of the Issuers and the Guarantor will do or
cause to be done all things necessary to preserve and keep in full force and
effect its existence (corporate or other) and the rights (charter and
statutory) and franchises of such Issuer or the Guarantor, as the case may be;
provided, however, that such Issuer or the Guarantor, as the case may be, shall
not be required to preserve any such right or franchise if such Issuer or
the Guarantor, as the case may be, shall determine that the preservation
thereof is no longer desirable in the conduct of the business of such Issuer or
the Guarantor and its Subsidiaries as a whole, as the case may be. SECTION 1009. Limitation on Liens. The Company will not, and will not permit any Restricted Subsidiary to,
create, incur or assume any Lien (except for Permitted Liens) on any Principal
Assets securing payment of Indebtedness of the Company or any of its
Subsidiaries unless the Securities (together with, at the Companys option, any
other obligations that are not subordinate in right of payment to the
Securities) are secured equally and ratably with (or prior to) any and all
obligations secured or to be secured by any such Lien and for so long as such
obligations are so secured. For greater certainty, the following shall not constitute Liens securing
payment of Indebtedness: (a) all rights reserved to or vested in any Governmental Authority
by the terms of any lease, license, franchise, grant or permit held by
the Company or any Restricted Subsidiary, or by any statutory provision,
to terminate any such lease, license, franchise, grant or permit, or to
require annual or other periodic payments as a condition of the
continuance thereof or to distrain against or to obtain a charge on any
property or assets of the Company or any Restricted Subsidiary in the
event of failure to make any such annual or other periodic payment; 83




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(b) any Lien upon any Principal Asset in favor of any party to a
joint development or operating agreement or any similar Person paying all
or part of the expenses of developing or conducting operations for the
recovery, storage, treatment, transportation or sale of the mineral
resources of the Principal Asset (or property or assets with which it is
united) that secures the payment to such Person of the Companys or any
Restricted Subsidiarys proportionate part of such development or
operating expenses; (c) any acquisition by the Company or by any Restricted Subsidiary
of any Principal Asset subject to any reservation or exception under the
terms of which any vendor, lessor or assignor creates, reserves or
excepts or has created, reserved or excepted an interest in precious
metals or any other mineral or timber in place or the proceeds thereof;
and (d) any conveyance or assignment whereby the Company or any
Restricted Subsidiary conveys or assigns to any Person or Persons an
interest in precious metals or any other mineral or timber in place or
the proceeds thereof. SECTION 1010. Waiver of Certain Covenants. The applicable Issuer and the Guarantor (in the case of Guaranteed
Securities) may, with respect to any series of Securities, omit in any
particular instance to comply with any term, provision or condition which
affects such series set forth in Section 803 or Sections 1006 to 1009,
inclusive, or, as specified pursuant to Section 301(18) for Securities of such
series, in any covenants added to Article Ten pursuant to Section 301(18) in
connection with Securities of such series, if before the time for such
compliance the Holders of at least a majority in principal amount of all
Outstanding Securities of such series, by Act of such Holders, waive such
compliance in such instance with such term, provision or condition, but no such
waiver shall extend to or affect such term, provision or condition except to
the extent so expressly waived, and, until such waiver shall become effective,
the obligations of such Issuer and the Guarantor and the duties of the Trustee
to Holders of Securities of such series in respect of any such term, provision
or condition shall remain in full force and effect. ARTICLE ELEVEN
REDEMPTION OF SECURITIES SECTION 1101. Applicability of Article. Securities of any series which are redeemable before their Stated Maturity
shall be redeemable in accordance with the terms of such Securities and (except
as otherwise specified as contemplated by Section 301 for Securities of any
series) in accordance with this Article. SECTION 1102. Election to Redeem; Notice to Trustee. The election of an Issuer to redeem any Securities shall be evidenced by
or pursuant to a Board Resolution. In case of any redemption at the election
of the applicable Issuer, such Issuer shall, at least 60 days prior to the
Redemption Date fixed by such Issuer (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Securities of such series to be redeemed and 84




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shall
deliver to the Trustee such documentation and records as shall enable the
Trustee to select the Securities to be redeemed pursuant to Section 1103. In
the case of any redemption of Securities prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the applicable Issuer shall furnish the Trustee
with an Officers Certificate evidencing compliance with such restriction. SECTION 1103. Selection by Trustee of Securities to Be Redeemed. If less than all the Securities of any series are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by lot or in such manner as
the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions of the principal of Securities of such
series; provided, however, that no such partial redemption shall reduce
the portion of the principal amount of a Security not redeemed to less than the
minimum authorized denomination for Securities of such series established
pursuant to Section 301. The Trustee shall promptly notify the applicable Issuer and the Guarantor
(in the case of Guaranteed Securities) in writing of the Securities selected
for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities shall relate, in the
case of any Security redeemed or to be redeemed only in part, to the portion of
the principal amount of such Security which has been or is to be redeemed. SECTION 1104. Notice of Redemption. Except as otherwise specified as contemplated by Section 301, notice of
redemption shall be given in the manner provided for in Section 106 not less
than 30 nor more than 60 days prior to the Redemption Date, to each Holder of
Securities to be redeemed. All notices of redemption shall state: (1) the Redemption Date, (2) the Redemption Price and the amount of accrued interest to
the Redemption Date payable as provided in Section 1106, if any, (3) if less than all the Outstanding Securities of any series
are to be redeemed, the identification (and, in the case of partial
redemption, the principal amounts) of the particular Securities to be
redeemed, (4) in case any Security is to be redeemed in part only, the
notice which relates to such Security shall state that on and after
the Redemption Date, upon surrender of such Security, the Holder will
receive, without charge, a new Security or 85




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Securities of authorized
denominations for the principal amount thereof remaining unredeemed, (5) that on the Redemption Date, the Redemption Price and
accrued interest, if any, to the Redemption Date payable as provided
in Section 1106 will become due and payable upon each such Security,
or the portion thereof, to be redeemed and, if applicable, that
interest thereon will cease to accrue on and after said date, (6) the Place or Places of Payment where such Securities,
together in the case of Bearer Securities with all coupons
appertaining thereto, if any, maturing after
the Redemption Date, are to be surrendered for payment of the
Redemption Price and accrued interest, if any, (7) that the redemption is for a sinking fund, if such is the
case, (8) that, unless otherwise specified in such notice, Bearer
Securities of any series, if any, surrendered for redemption must be
accompanied by all coupons maturing subsequent to the Redemption Date
or the amount of any such missing coupon or coupons will be deducted
from the Redemption Price unless security or indemnity satisfactory
to the applicable Issuer, the Trustee and any Paying Agent is
furnished, and (9) if Bearer Securities of any series are to be redeemed and
any Registered Securities of such series are not to be redeemed, and
if such Bearer Securities may be exchanged for Registered Securities
not subject to redemption on such Redemption Date pursuant to Section
305 or otherwise, the last date, as determined by the applicable
Issuer, on which such exchanges may be made. Notice of redemption of Securities to be redeemed at the election of the
applicable Issuer shall be given by such Issuer or, at such Issuers request,
by the Trustee in the name and at the expense of such Issuer. SECTION 1105. Deposit of Redemption Price. Prior to any Redemption Date, the applicable Issuer shall deposit or cause
to be deposited with the Trustee or with a Paying Agent (or, if such Issuer is
acting as its own Paying Agent, segregate and hold in trust as provided in
Section 1003) an amount of money in the Currency in which the Securities of
such series are payable (except, if applicable, as otherwise specified pursuant
to Section 301 for the Securities of such series and except, if applicable, as
provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay the
Redemption Price of, and accrued interest, if any, on, all the Securities which
are to be redeemed on that date. The applicable Issuer will cause the bank through which payment of funds
to the Trustee or the Paying Agent will be made to deliver to the Trustee or
the Paying Agent, as the case may be, by 10:00 a.m. (New York Time) two
Business Days prior to the due date of such payment an irrevocable confirmation
(by tested telex or authenticated Swift MT 100 Message) of its intention to
make such payment. 86




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SECTION 1106. Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified in the Currency in which the Securities of
such series are payable (except, if applicable, as otherwise specified pursuant
to Section 301 for the Securities of such series and
except, if applicable, as provided in Sections 312(b), 312(d) and 312(e))
(together with accrued interest, if any, to the Redemption Date), and from and
after such date (unless the applicable Issuer shall default in the payment of
the Redemption Price and accrued interest, if any) such Securities shall, if
the same were interest-bearing, cease to bear interest and the coupons for such
interest appertaining to any Bearer Securities so to be redeemed, except to the
extent provided below, shall be void. Upon surrender of any such Security for
redemption in accordance with said notice, together with all coupons, if any,
appertaining thereto maturing after the Redemption Date, such Security shall be
paid by the applicable Issuer at the Redemption Price, together with accrued
interest, if any, to the Redemption Date; provided, however, that installments
of interest on Bearer Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable only at an office or agency located outside
the United States and Canada (except as otherwise provided in Section 1002)
and, unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of coupons for such interest; and provided further
that installments of interest on Registered Securities whose Stated Maturity is
on or prior to the Redemption Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant record dates according to their terms and the
provisions of Section 307. If any Bearer Security surrendered for redemption shall not be accompanied
by all appurtenant coupons maturing after the Redemption Date, such Security
may be paid after deducting from the Redemption Price an amount equal to the
face amount of all such missing coupons, or the surrender of such missing
coupon or coupons may be waived by the applicable Issuer and the Trustee if
there be furnished to them such security or indemnity as they may require to
save each of them and any Paying Agent harmless. If thereafter the Holder of
such Security shall surrender to the Trustee or any Paying Agent any such
missing coupon in respect of which a deduction shall have been made from the
Redemption Price, such Holder shall be entitled to receive the amount so
deducted; provided, however, that interest represented by coupons shall be
payable only at an office or agency located outside the United States (except
as otherwise provided in Section 1002) and, unless otherwise specified as
contemplated by Section 301, only upon presentation and surrender of those
coupons. If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal (and premium, if any) shall, until paid,
bear interest from the Redemption Date at the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) set forth in such
Security. SECTION 1107. Securities Redeemed in Part. Any Security which is to be redeemed only in part (pursuant to the
provisions of this Article or of Article Twelve) shall be surrendered at a
Place of Payment therefor (with, if the applicable Issuer or the Trustee so
requires, due endorsement by, or a written instrument of 87




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transfer in form
satisfactory to such Issuer and the Trustee duly executed by, the Holder
thereof or such Holders attorney duly authorized in writing), and such Issuer
shall execute, and the Trustee shall authenticate and deliver to the Holder of
such Security without service charge, a new Security or Securities of the same
series, each, in the case of Guaranteed Securities, having
endorsed thereon a Guarantee executed by the Guarantor, of any authorized
denomination as requested by such Holder, in aggregate principal amount equal
to and in exchange for the unredeemed portion of the principal of the Security
so surrendered. SECTION 1108. Tax Redemption. Unless otherwise specified pursuant to Section 301, the applicable Issuer
shall have the right to redeem, at any time, the Securities of any series
issued by such Issuer, in whole but not in part, at a Redemption Price equal to
the principal amount thereof together with accrued and unpaid interest to the
date fixed for redemption, upon the giving of a notice and on the terms and
subject to satisfaction of the other conditions described below, if (1) (a) as
a result of any change (including any announced prospective change) in or
amendment to the laws (or any regulations or rulings promulgated thereunder) of
Canada (or the jurisdiction of organization of the successor to the applicable
Issuer or, if the Securities of such series are Guaranteed Securities, the
Guarantor pursuant to Section 802) or of any political subdivision or taxing
authority thereof or therein affecting taxation, or any change in official
position regarding the application or interpretation of such laws, regulations
or rulings (including a holding by a court of competent jurisdiction), which
change or amendment is announced or becomes effective on or after the date
specified pursuant to Section 301(24) with respect to the Securities of such
series and which in a written opinion to the applicable Issuer or, in the case
of Guaranteed Securities, the Guarantor of legal counsel of recognized standing
has resulted or will result (assuming, in the case of any announced prospective
change, that such announced change will become effective as of the date
specified in such announcement and in the form announced) in the applicable
Issuer or, if the Securities of such series are Guaranteed Securities, the
Guarantor becoming obligated to pay, on the next succeeding date on which
interest is due, Additional Amounts with respect to any Security of such series
pursuant to Section 1005 or (b) on or after the date specified pursuant to
Section 301(24) with respect to the Securities of such series, any action has
been taken by any taxing authority of, or any decision has been rendered by a
court of competent jurisdiction in, Canada (or the jurisdiction of organization
of the successor to the applicable Issuer or, if the Securities of such series
are Guaranteed Securities, the Guarantor pursuant to Section 802) or any
political subdivision or taxing authority thereof or therein, including any of
those actions specified in (a) above, whether or not such action was taken or
decision was rendered with respect to the applicable Issuer or the Guarantor,
or any change, amendment, application or interpretation shall be officially
proposed, which, in any such case, in the written opinion to the applicable
Issuer or, in the case of Guaranteed Securities, the Guarantor of legal counsel
of recognized standing, will result (assuming, in the case of any announced
prospective change, that such announced change will become effective as of the
date specified in such announcement and in the form announced) in the
applicable Issuer or, if the Securities of such series are Guaranteed
Securities, the Guarantor becoming obligated to pay, on the next succeeding
date on which interest is due, Additional Amounts with respect to any Security
of such series and (2) in any such case, the applicable Issuer or, if the
Securities of such series are Guaranteed Securities, the Guarantor (or its
successor pursuant to Section 802), in its business judgment, determines that
such obligation cannot be avoided by the use of reasonable measures available
to it (or its 88




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successor pursuant to Section 802); provided, however, that (i)
no such notice of redemption may be given earlier than 60 or later than 30 days
prior to the earliest date on which the applicable
Issuer or, if the Securities of such series are Guaranteed Securities, the
Guarantor would be obligated to pay such Additional Amounts were a payment in
respect of the Securities of such series then due; (ii) at the time such notice
of redemption is given, such obligation to pay such Additional Amounts remains
in effect; and (iii) with respect to any jurisdiction of organization of any
such successor other than Canada or any province or territory of Canada, or the
United States, any state thereof or the District of Columbia, the
consolidation, amalgamation, merger or other transaction that resulted in such
successor becoming the successor to the applicable Issuer or the Guarantor was
not undertaken for the primary purpose of redeeming the Securities of such
series. Any redemption pursuant to this Section 1108 shall be effected in
accordance with the other provisions of this Article Eleven, including, without
limitation, the first paragraph of Section 1104. In the event that the applicable Issuer elects to redeem the Securities of
any series pursuant to this Section 1108, it shall deliver to the Trustee,
prior to the giving of the notice of redemption to Holders, an Officers
Certificate stating that it is entitled to redeem the Securities of such series
pursuant to this Section. ARTICLE TWELVE
SINKING FUNDS SECTION 1201. Applicability of Article. Retirements of Securities of any series pursuant to any sinking fund shall
be made in accordance with the terms of such Securities and (except as
otherwise specified as contemplated by Section 301 for Securities of any
series) in accordance with this Article. The minimum amount of any sinking fund payment provided for by the terms
of Securities of any series is herein referred to as a mandatory sinking fund
payment, and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an optional sinking
fund payment. If provided for by the terms of Securities of any series, the
cash amount of any mandatory sinking fund payment may be subject to reduction
as provided in Section 1202. Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of
Securities of such series. SECTION 1202. Satisfaction of Sinking Fund Payments with Securities. Subject to Section 1203, in lieu of making all or any part of any
mandatory sinking fund payment with respect to any Securities of a series in
cash, the applicable Issuer may at its option (1) deliver to the Trustee
Outstanding Securities of such series (other than any previously called for
redemption) theretofore purchased or otherwise acquired by such Issuer together
in the case of any Bearer Securities of such series with all unmatured coupons
appertaining thereto, and/or (2) receive credit for the principal amount of
Securities of such series which have been previously redeemed either at the
election of such Issuer pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments
pursuant to the terms of such Securities, in each case in satisfaction of
all or any part of any 89




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mandatory sinking fund payment with respect to the
Securities of the same series required to be made pursuant to the terms of such
Securities as provided for by the terms of such series; provided, however, that
such Securities have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such mandatory sinking fund payment shall be reduced
accordingly. SECTION 1203. Redemption of Securities for Sinking Fund. Not less than 60 days prior to each sinking fund payment date for any
series of Securities, the applicable Issuer will deliver to the Trustee an
Officers Certificate specifying the amount of the next ensuing sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash in the Currency in
which the Securities of such series are payable (except, if applicable, as
otherwise specified pursuant to Section 301 for the Securities of such series
and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e))
and the portion thereof, if any, which is to be satisfied by delivering or
crediting Securities of that series pursuant to Section 1202 (which Securities
will, if not previously delivered, accompany such certificate) and whether such
Issuer intends to exercise its right to make a permitted optional sinking fund
payment with respect to such series. Such certificate shall be irrevocable and
upon its delivery such Issuer shall be obligated to make the cash payment or
payments therein referred to, if any, on or before the next succeeding sinking
fund payment date. In the case of the failure of such Issuer to deliver such
certificate, the sinking fund payment due on the next succeeding sinking fund
payment date for that series shall be paid entirely in cash and shall be
sufficient to redeem the principal amount of such Securities subject to a
mandatory sinking fund payment without the option to deliver or credit
Securities as provided in Section 1202 and without the right to make any
optional sinking fund payment, if any, with respect to such series. Not more than 60 days before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 1103 and cause notice of the
redemption thereof to be given in the name of and at the expense of the
applicable Issuer in the manner provided in Section 1104. Such notice having
been duly given, the redemption of such Securities shall be made upon the terms
and in the manner stated in Sections 1106 and 1107. Prior to any sinking fund payment date, the applicable Issuer shall pay to
the Trustee or a Paying Agent (or, if such Issuer is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) in cash a sum
equal to any interest that will accrue to the date fixed for redemption of
Securities or portions thereof to be redeemed on such sinking fund payment date
pursuant to this Section 1203. The applicable Issuer will cause the bank through which payment of funds
to the Trustee or the Paying Agent will be made to deliver to the Trustee or
the Paying Agent, as the case may be, by 10:00 a.m. (New York Time) two
Business Days prior to the due date of such
payment an irrevocable confirmation (by tested telex or authenticated
Swift MT 100 Message) of its intention to make such payment. 90




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Notwithstanding the foregoing, with respect to a sinking fund for any
series of Securities, if at any time the amount of cash to be paid into such
sinking fund on the next succeeding sinking fund payment date, together with
any unused balance of any preceding sinking fund payment or payments for such
series, does not exceed in the aggregate $100,000, the Trustee, unless
requested by the applicable Issuer, shall not give the next succeeding notice
of the redemption of Securities of such series through the operation of the
sinking fund. Any such unused balance of moneys deposited in such sinking fund
shall be added to the sinking fund payment for such series to be made in cash
on the next succeeding sinking fund payment date or, at the request of such
Issuer, shall be applied at any time or from time to time to the purchase of
Securities of such series, by public or private purchase, in the open market or
otherwise, at a purchase price for such Securities (excluding accrued interest
and brokerage commissions, for which the Trustee or any Paying Agent will be
reimbursed by such Issuer) not in excess of the principal amount thereof. ARTICLE THIRTEEN
REPAYMENT AT OPTION OF HOLDERS SECTION 1301. Applicability of Article. Repayment of Securities of any series before their Stated Maturity at the
option of Holders thereof shall be made in accordance with the terms of such
Securities and (except as otherwise specified as contemplated by Section 301
for Securities of any series) in accordance with this Article. SECTION 1302. Repayment of Securities. Securities of any series subject to repayment in whole or in part at the
option of the Holders thereof will, unless otherwise provided in the terms of
such Securities, be repaid at a price equal to the principal amount thereof,
together with interest, if any, thereon accrued to the Repayment Date specified
in or pursuant to the terms of such Securities. Each of the Issuers covenant
that, with respect to Securities issued by such Issuer, on or before the
Repayment Date it will deposit with the Trustee or with a Paying Agent (or, if
such Issuer is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money in the Currency in which the
Securities of such series are payable (except, if applicable, as otherwise
specified pursuant to Section 301 for the Securities of such series and except,
if applicable, as provided in Sections 312(b), 312(d) and 312(e)) sufficient to
pay the principal (or, if so provided by the terms of the Securities of any
series, a percentage of the principal) of and (except if the Repayment Date
shall be an Interest Payment Date) accrued interest, if any, on, all the
Securities or portions thereof, as the case may be, to be repaid on such date. SECTION 1303. Exercise of Option Securities of any series subject to repayment at the option of the Holders
thereof will contain an Option to Elect Repayment form on the reverse of such
Securities. To be repaid at the option of the Holder, any Security so
providing for such repayment, with the Option to Elect Repayment form on the
reverse of such Security duly completed by the Holder (or by the Holders
attorney duly authorized in writing), must be received by the applicable 91




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Issuer
at the Place of Payment therefor specified in the terms of such Security (or at
such other place or places or which such Issuer shall from time to time notify
the Holders of such Securities) not earlier than 45 days nor later than 30 days
prior to the Repayment Date. If less than the entire principal amount of such
Security is to be repaid in accordance with the terms of such Security, the
principal amount of such Security to be repaid, in increments of the minimum
denomination for Securities of such series, and the denomination or
denominations of the Security or Securities to be issued to the Holder for the
portion of the principal amount of such Security surrendered that is not to be
repaid, must be specified. The principal amount of any Security providing for
repayment at the option of the Holder thereof may not be repaid in part if,
following such repayment, the unpaid principal amount of such Security would be
less than the minimum authorized denomination of Securities of the series of
which such Security to be repaid is a part. Except as otherwise may be
provided by the terms of any Security providing for repayment at the option of
the Holder thereof, exercise of the repayment option by the Holder shall be
irrevocable unless waived by the applicable Issuer. SECTION 1304. When Securities Presented for Repayment Become Due and
Payable. If Securities of any series providing for repayment at the option of the
Holders thereof shall have been surrendered as provided in this Article and as
provided by or pursuant to the terms of such Securities, such Securities or the
portions thereof, as the case may be, to be repaid shall become due and payable
and shall be paid by the applicable Issuer on the Repayment Date therein
specified, and on and after such Repayment Date (unless such Issuer shall
default in the payment of such Securities on such Repayment Date together with,
if applicable, accrued interest, if any, thereon to the Repayment Date) such
Securities shall, if the same were interest-bearing, cease to bear interest and
the coupons for such interest appertaining to any Bearer Securities so to be
repaid, except to the extent provided below, shall be void. Upon surrender of
any such Security for repayment in accordance with such provisions, together
with all coupons, if any, appertaining thereto maturing after the Repayment
Date, the principal amount of such Security so to be repaid shall be paid by
the applicable Issuer, together with accrued interest, if any, to the Repayment
Date; provided, however, that coupons whose Stated Maturity is on or prior to
the Repayment Date shall be payable only at an office or agency located outside
the United States and Canada (except as otherwise provided in Section 1002)
and, unless otherwise specified pursuant to Section 301, only upon presentation
and surrender of such coupons; and provided furtherthat, in the case of
Registered Securities, installments of interest, if any, whose Stated Maturity
is on or prior to the Repayment Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms
and the provisions of Section 307. If any Bearer Security surrendered for repayment shall not be accompanied
by all appurtenant coupons maturing after the Repayment Date, such Security may
be paid after deducting from the amount payable therefor as provided in Section
1302 an amount equal to the face amount of all such missing coupons, or the
surrender of such missing coupon or coupons may be waived by the applicable
Issuer and the Trustee if there be furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Security shall surrender to the Trustee or any
Paying Agent any 92




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such missing coupon in respect of which a deduction shall have
been made as provided in the preceding sentence, such Holder shall be entitled
to receive the amount so deducted; provided, however, that interest represented
by coupons shall be payable only at an office or agency located outside the
United States and Canada (except as otherwise provided in Section 1002) and,
unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of those coupons. If the principal amount of any Security surrendered for repayment shall
not be so repaid upon surrender thereof, such principal amount (together with
interest, if any, thereon accrued to such Repayment Date) shall, until paid,
bear interest from the Repayment Date at the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) set forth in such
Security. SECTION 1305. Securities Repaid in Part. Upon surrender of any Registered Security which is to be repaid in part
only, the applicable Issuer shall execute and the Trustee shall authenticate
and deliver to the Holder of such Security, without service charge and at the
expense of the such Issuer, a new Registered Security or Securities of the same
series each, in the case of Guaranteed Securities, having endorsed thereon the
Guarantee executed by the Guarantor, of any authorized denomination specified
by the Holder, in an aggregate principal amount equal to and in exchange for
the portion of the principal of such Security so surrendered which is not to be
repaid. ARTICLE FOURTEEN
DEFEASANCE AND COVENANT DEFEASANCE SECTION 1401. Option to Effect Defeasance or Covenant Defeasance. Except as otherwise specified as contemplated by Section 301 for
Securities of any series, the provisions of this Article Fourteen shall apply
to each series of Securities, and the applicable Issuer or the Guarantor (in
the case of Guaranteed Securities) may, at its option, effect defeasance of the
Securities of a series under Section 1402, or covenant defeasance of a series
under Section 1403 in accordance with the terms of such Securities and in
accordance with this Article; provided, however, that, unless otherwise
specified pursuant to Section 301 with respect
to the Securities of any series, the applicable Issuer or the Guarantor
(in the case of Guaranteed Securities) may effect defeasance or covenant
defeasance only with respect to all of the Securities of such series. SECTION 1402. Defeasance and Discharge. Upon the exercise by the applicable Issuer or the Guarantor of the above
option applicable to this Section with respect to any Securities of a series,
such Issuer and, in the case of Guaranteed Securities, the Guarantor shall each
be deemed to have been discharged from its obligations with respect to such
Outstanding Securities and any related coupons on the date the conditions set
forth in Section 1404 are satisfied (hereinafter, defeasance). For this
purpose, such defeasance means that the applicable Issuer and the Guarantor (in
the case of Guaranteed Securities) shall be deemed to have paid and discharged
the entire indebtedness represented by such Outstanding Securities and any
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thereafter be deemed
to be Outstanding only for the purposes of Section 1405 and the other
provisions of this Indenture referred to in (A), (B), (C) and (D) below, and to
have satisfied all their other obligations under such Securities and any
related coupons and Guarantees, respectively, and this Indenture insofar as
such Securities and any related coupons and Guarantees are concerned (and the
Trustee, at the expense of the applicable Issuer, shall execute proper
instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder: (A) the rights of
Holders of such Outstanding Securities and any related coupons to receive,
solely from the trust fund described in Section 1404 and as more fully set
forth in such Section, payments in respect of the principal of (and premium, if
any) and interest, if any, on such Securities and any related coupons when such
payments are due, (B) the applicable Issuers, the Trustees and, if
applicable, the Guarantors obligations with respect to such Securities under
Sections 113, 114, 304, 305, 306, 1002, 1003, 1005 and 1108 (and any other
applicable provisions of Article Eleven), (C) the rights, powers, trusts,
duties and immunities of the Trustee hereunder and (D) this Article Fourteen.
Subject to compliance with this Article Fourteen, the applicable Issuer or the
Guarantor may exercise its option under this Section 1402 notwithstanding the
prior exercise of the option under Section 1403 with respect to such Securities
and any related coupons and Guarantees. SECTION 1403. Covenant Defeasance. Upon the exercise by the applicable Issuer or the Guarantor (in the case
of Guaranteed Securities) of the above option applicable to this Section with
respect to any Securities of a series, such Issuer and the Guarantor shall be
released from their obligations under Article Eight and Sections 1006 through
1009, and, if specified pursuant to Section 301, their obligations under any
other covenant, in each case with respect to such Outstanding Securities and
any related coupons and Guarantees, respectively, on and after the date the
conditions set forth in Section 1404 are satisfied (hereinafter, covenant
defeasance), and such Securities and any related coupons and Guarantees shall
thereafter be deemed not to be Outstanding for the purposes of any direction,
waiver, consent or declaration or Act of Holders
(and the consequences of any thereof) in connection with such covenants,
but shall continue to be deemed Outstanding for all other purposes hereunder.
For this purpose, such covenant defeasance means that, with respect to such
Outstanding Securities and any related coupons and Guarantees, the applicable
Issuer and, if applicable, the Guarantor may omit to comply with and shall have
no liability in respect of any term, condition or limitation set forth in any
such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of reference in any such
covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a Default or an Event of Default under
Section 501(4) or Section 501(9) or otherwise, as the case may be, but, except
as specified above, the remainder of this Indenture and such Securities and any
related coupons and Guarantees shall be unaffected thereby. SECTION 1404. Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section
1402 or Section 1403 to any Outstanding Securities of or within a series and
any related coupons: 94




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(1) The applicable Issuer or, in the case of Guaranteed
Securities, the Guarantor has deposited or caused to be deposited
with the Trustee (or another trustee satisfying the requirements of
Section 607 who shall agree to comply with the provisions of this
Article Fourteen applicable to it) as trust funds in trust for the
purpose of making the following payments, specifically pledged as
security for, and dedicated solely to, the benefit of the Holders of
such Securities and any related coupons, (A) an amount (in such
Currency in which such Securities and any related coupons are then
specified as payable at Stated Maturity), or (B) Government
Obligations applicable to such Securities (determined on the basis of
the Currency in which such Securities are then specified as payable
at Stated Maturity) which through the scheduled payment of principal
and interest in respect thereof in accordance with their terms will
provide, not later than one day before the due date of any payment of
principal of or premium, if any, or interest, if any, or any other
sums due under such Securities and any related coupons, money in an
amount, or (C) a combination thereof, sufficient, in the opinion of a
nationally recognized firm of independent certified public
accountants expressed in a written certification thereof delivered to
the Trustee, to pay and discharge, and which shall be applied by the
Trustee (or other qualifying trustee) to pay and discharge, (i) the
principal of (and premium, if any) and interest, if any, and any
other sums due under such Outstanding Securities and any related
coupons on the Stated Maturity (or Redemption Date, if applicable) of
such principal (and premium, if any) or installment of interest, if
any, or any other sums and (ii) any mandatory sinking fund payments
or analogous payments applicable to such Outstanding Securities and
any related coupons on the day on which such payments are due and
payable in accordance with the terms of this Indenture and of such
Securities and any related coupons; providedthat the Trustee shall
have been irrevocably instructed to apply such money or the proceeds
of such Government Obligations to said payments with respect to such
Securities and any related coupons. Before such a deposit, the
applicable Issuer may give to the Trustee, in accordance
with Section 1102 hereof, a notice of its election to redeem all
or any portion of such Outstanding Securities at a future date in
accordance with the terms of the Securities of such series and
Article Eleven hereof, which notice shall be irrevocable. Such
irrevocable redemption notice, if given, shall be given effect in
applying the foregoing. (2) In the case of an election under Section 1402, the
applicable Issuer or the Guarantor (in the case of Guaranteed
Securities) shall have delivered to the Trustee an Opinion of Counsel
in the United States stating that (x) such Issuer or the Guarantor,
as the case may be, has received from, or there has been published
by, the Internal Revenue Service a ruling, or (y) since the date of
execution of this Indenture, there has been a change in the
applicable U.S. federal income tax law, in either case to the effect
that, and based thereon such opinion shall confirm that, the Holders
of such Outstanding Securities and any related coupons will not
recognize income, gain or loss for U.S. federal income tax purposes
as a result of such defeasance and will be subject to U.S. federal
income tax on the same amounts, in the same manner and at the same
times as would have been the case if such defeasance had not
occurred. 95




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(3) In the case of an election under Section 1403, the
applicable Issuer or the Guarantor (in the case of Guaranteed
Securities) shall have delivered to the Trustee an Opinion of Counsel
in the United States to the effect that the Holders of such
Outstanding Securities and any related coupons will not recognize
income, gain or loss for U.S. federal income tax purposes as a result
of such covenant defeasance and will be subject to U.S. federal
income tax on the same amounts, in the same manner and at the same
times as would have been the case if such covenant defeasance had not
occurred. (4) The applicable Issuer or the Guarantor (in the case of
Guaranteed Securities) has delivered to the Trustee an Opinion of
Counsel in Canada or a ruling from Canada Customs and Revenue Agency
to the effect that the Holders of such Outstanding Securities and any
related coupons will not recognize income, gain or loss for Canadian
federal or provincial income tax or other tax purposes as a result of
such defeasance or covenant defeasance and will be subject to
Canadian federal and provincial income tax and other tax on the same
amounts, in the same manner and at the same times as would have been
the case had such defeasance or covenant defeasance not occurred (and
for the purposes of such opinion, such Canadian counsel shall assume
that Holders of such Outstanding Securities include Holders who are
not resident in Canada). (5) Neither the applicable Issuer nor the Guarantor (in the case
of Guaranteed Securities) is an insolvent person within the meaning
of the Bankruptcy and Insolvency Act (Canada) on the date of such
deposit or at any time during the period ending on the 91st day after
the date of such deposit (it being understood that this condition
shall not be deemed satisfied until the expiration of such period). (6) No Event of Default or event that, with the passing of time
or the giving of notice, or both, shall constitute an Event of
Default with respect to such
Securities or any related coupons shall have occurred and be
continuing on the date of such deposit or, insofar as paragraphs (6),
(7) and (8) of Section 501 are concerned, at any time during the
period ending on the 91st day after the date of such deposit (it
being understood that this condition shall not be deemed satisfied
until the expiration of such period). (7) The applicable Issuer or the Guarantor (in the case of
Guaranteed Securities) has delivered to the Trustee an Opinion of
Counsel to the effect that such deposit shall not cause the Trustee
or the trust so created to be subject to the Investment Company Act
of 1940, as amended. (8) Such defeasance or covenant defeasance shall not result in a
breach or violation of, or constitute a default under, this Indenture
or any other material agreement or instrument to which the applicable
Issuer or the Guarantor (in the case of Guaranteed Securities) is a
party or by which it is bound. (9) Notwithstanding any other provisions of this Section, such
defeasance or covenant defeasance shall be effected in compliance
with any additional or 96




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substitute terms, conditions or limitations in
connection therewith pursuant to Section 301. (10) The applicable Issuer or the Guarantor (in the case of
Guaranteed Securities) shall have delivered to the Trustee an
Officers Certificate and an Opinion of Counsel, each stating that
all conditions precedent provided for relating to either the
defeasance under Section 1402 or the covenant defeasance under
Section 1403 (as the case may be) have been complied with. SECTION 1405. Deposited Money and Government Obligations to Be Held in
Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all money
and Government Obligations (or other property as may be provided pursuant to
Section 301) (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee, collectively for purposes of this Section 1405, the
Trustee) pursuant to Section 1404 in respect of such Outstanding Securities
and any related coupons shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and any related coupons and
this Indenture, to the payment, either directly or through any Paying Agent as
the Trustee may determine (other than, with respect only to defeasance pursuant
to Section 1402, any Issuer or the Guarantor or any of their respective
Affiliates), to the Holders of such Securities and any related coupons of all
sums due and to become due thereon in respect of principal (and premium, if
any) and interest, if any, but such money need not be segregated from other
funds except to the extent required by law. Unless otherwise specified with respect to any Security pursuant to
Section 301, if, after a deposit referred to in Section 1404(1) has been made,
(a) the Holder of a Security in respect of which such deposit was made is
entitled to, and does, elect pursuant to Section 312(b)
or the terms of such Security to receive payment in a Currency other than
that in which the deposit pursuant to Section 1404(1) has been made in respect
of such Security, or (b) a Conversion Event occurs as contemplated in Section
312(d) or 312(e) or by the terms of any Security in respect of which the
deposit pursuant to Section 1404(1) has been made, the indebtedness represented
by such Security and any related coupons shall be deemed to have been, and will
be, fully discharged and satisfied through the payment of the principal of (and
premium, if any) and interest, if any, on such Security as they become due out
of the proceeds yielded by converting (from time to time as specified below in
the case of any such election) the amount or other property deposited in
respect of such Security into the Currency in which such Security becomes
payable as a result of such election or Conversion Event based on the
applicable Market Exchange Rate for such Currency in effect on the third
Business Day prior to each payment date, except, with respect to a Conversion
Event, for such Currency in effect (as nearly as feasible) at the time of the
Conversion Event. The applicable Issuer and the Guarantor (in the case of Guaranteed
Securities), as the case may be, shall pay and indemnify the Trustee against
any tax, fee or other charge imposed on or assessed against the Government
Obligations deposited pursuant to Section 1404 or the principal and interest
received in respect thereof other than any such tax, fee or other 97




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charge which
by law is for the account of the Holders of such Outstanding Securities and any
related coupons. Anything in this Article Fourteen to the contrary notwithstanding, the
Trustee shall deliver or pay to the applicable Issuer or the Guarantor (in the
case of Guaranteed Securities), as the case may be, from time to time upon
request of such Issuer or the Guarantor any money or Government Obligations (or
other property and any proceeds therefrom) held by it as provided in Section
1404 which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to
the Trustee, are in excess of the amount thereof which would then be required
to be deposited to effect an equivalent defeasance or covenant defeasance, as
applicable, in accordance with this Article. SECTION 1406. Reinstatement. If the Trustee or any Paying Agent is unable to apply any money in
accordance with Section 1405 by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the obligations of the applicable Issuer and the Guarantor
(in the case of Guaranteed Securities) under this Indenture and such Securities
and any related coupons shall be revived and reinstated as though no deposit
had occurred pursuant to Section 1402 or 1403, as the case may be, until such
time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 1405; provided, however, that if such Issuer makes any
payment of principal of (or premium, if any) or interest, if any, on any such
Security or any related coupon following the reinstatement of its obligations,
such Issuer shall be subrogated to the rights of the Holders of such Securities
and any related coupons to receive such payment from the money held by the
Trustee or Paying Agent. ARTICLE FIFTEEN
GUARANTEE OF GUARANTEED SECURITIES SECTION 1501. Guarantee. The Guarantor hereby unconditionally and irrevocably guarantees to each
Holder of a Guaranteed Security of each series authenticated and delivered by
the Trustee and to the Trustee on behalf of each such Holder, the due and
punctual payment of the principal of, premium, if any, and interest on such
Guaranteed Security, the due and punctual payment of any Additional Amounts
that may be payable with respect to such Guaranteed Security, and the due and
punctual payment of the sinking fund or analogous payments referred to therein,
if any, when and as the same shall become due and payable, whether on the
Stated Maturity, by declaration of acceleration, call for redemption or
otherwise, according to the terms thereof and of this Indenture. In case of
the failure of the applicable Subsidiary Issuer punctually to make any such
payment of principal, premium, if any, or interest, or any Additional Amounts
that may be payable with respect to any Guaranteed Security, or any such
sinking fund or analogous payment, the Guarantor hereby agrees to cause any
such payment to be made punctually when and as the same shall become due and
payable, whether on the Stated Maturity or by declaration of acceleration, call
for redemption or otherwise, and as if such payment were made by the applicable
Subsidiary Issuer. 98




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The Guarantor hereby agrees that its obligations hereunder shall be as if
it were principal debtor and not merely surety, and shall be absolute and
unconditional, irrespective of, and shall be unaffected by, any invalidity,
irregularity or unenforceability of any Guaranteed Security or this Indenture,
any failure to enforce the provisions of any Guaranteed Security or this
Indenture, or any waiver, modification or indulgence granted to the applicable
Subsidiary Issuer with respect thereto or hereto, by the Holder of any Security
or the Trustee or any other circumstance which may otherwise constitute a legal
or equitable discharge of a surety or guarantor; provided, however, that,
notwithstanding the foregoing, no such waiver, modification or indulgence
shall, without the consent of the Guarantor, increase the principal amount of
any Guaranteed Security, or increase the interest rate thereon, or increase any
premium payable upon redemption thereof, or alter the Stated Maturity thereof,
or increase the principal amount of any Original Issue Discount Security that
would be due and payable upon a declaration of acceleration or the maturity
thereof pursuant to Article Five of this Indenture. The Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of merger or bankruptcy of the applicable Subsidiary Issuer, any
right to require a proceeding first against the applicable Subsidiary Issuer,
protest or notice with respect to any Guaranteed Security or the indebtedness
evidenced thereby or with respect to any Additional Amounts that may be payable
with respect to such Guaranteed Security or any sinking fund or analogous
payment required under any Guaranteed Security and all demands whatsoever, and
covenants that its obligations under this Article Fifteen and the Guarantees
will not be discharged except by payment in full of the principal of, premium,
if any, and interest on and any Additional Amounts that may be payable with
respect to the Guaranteed Securities. The Guarantor shall be subrogated to all rights of the Holder of any
Guaranteed Security and the Trustee against the applicable Subsidiary Issuer in
respect of any amounts paid to such Holder by the Guarantor pursuant to the
provisions of this Article Fifteen and its Guarantee of such Security;
provided, however, that the Guarantor shall not be entitled to enforce or to
receive any payments arising out of or based upon such right of subrogation
until the principal of, premium, if any, and interest on all Guaranteed
Securities of the same series issued under this Indenture and any Additional
Amounts with respect to such Guaranteed Securities shall have been paid in
full. SECTION 1502. Execution and Delivery of Guarantees. The Guarantees to be endorsed on the Guaranteed Securities of each series
shall include the terms of the guarantees set forth in Section 1501 and any
other terms that may be set forth in the form established pursuant to Section
204 with respect to such series. The Guarantor hereby agrees to execute the
Guarantees, in a form established pursuant to Section 204, to be endorsed on
each Guaranteed Security authenticated and delivered by a Trustee. The Guarantees shall be executed on behalf of the Guarantor by its
Chairman, its Chief Executive Officer, its President or a Vice President,
together with any one of the Secretary, an Assistant Secretary, the Treasurer
or Assistant Treasurer of the Guarantor. The signature of any of these officers on the Guarantees may be
manual or facsimile signatures of the present or any future such authorized
officer and may be imprinted or otherwise reproduced on the Guarantees. 99




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Guarantees bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Guarantor shall bind the Guarantor,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of the Securities on which
such Guarantees are endorsed or did not hold such offices at the date of such
Securities. The delivery of any Guaranteed Security by a Trustee, after the
authentication thereof hereunder, shall constitute due delivery of the
Guarantee endorsed thereon on behalf of the Guarantor. The Guarantor hereby
agrees that its Guarantee set forth in Section 1501 shall remain in full force
and effect notwithstanding any failure to endorse a Guarantee on any Guaranteed
Security. SECTION 1503. Notice to Trustee. The Guarantor shall give prompt written notice to the Trustee of any fact
known to the Guarantor which prohibits the making of any payment to or by the
Trustee in respect of the Guarantee pursuant to the provisions of this Article
Fifteen. SECTION 1504. This Article Not to Prevent Events of Default The failure to make a payment on account of principal of, premium, if any,
or interest on the Guaranteed Securities by reason of any provision of this
Article will not be construed as preventing the occurrence of an Event of
Default. ARTICLE SIXTEEN
MEETINGS OF HOLDERS OF SECURITIES SECTION 1601. Purposes for Which Meetings May Be Called. If Securities of a series are issuable, in whole or in part, as Bearer
Securities, a meeting of Holders of Securities of such series may be called at
any time and from time to time pursuant to this Article to make, give or take
any request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be made, given or taken by Holders of
Securities of such series. SECTION 1602. Call, Notice and Place of Meetings. (a) The Trustee may at any time call a meeting of Holders of Securities of
any series for any purpose specified in Section 1601, to be held at such time
and at such place in The City of New York or in London as the Trustee shall
determine. Notice of every meeting of Holders of Securities of any series,
setting forth the time and the place of such meeting and in general terms the
action proposed to be taken at such meeting, shall be given, in the manner
provided for in Section 106, not less than 21 nor more than 180 days prior to
the date fixed for the meeting. (b) In case at any time an Issuer, pursuant to a Board Resolution, the
Guarantor (in the case of Guaranteed Securities) or the Holders of at least 10%
in principal amount of the Outstanding Securities of any series shall have
requested the Trustee to call a 100




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meeting of the Holders of Securities of such
series for any purpose specified in Section 1601, by written request setting
forth in reasonable detail the action proposed to be taken at the meeting, and
the Trustee shall not have made the first publication of the notice of such
meeting within 21 days after receipt of such request or shall not thereafter
proceed to cause the meeting to be held as provided herein, then such Issuer,
the Guarantor or the Holders of Securities of such series in the amount above
specified, as the case may be, may determine the time and the place in The City
of New York or in Toronto, Ontario, Canada for such meeting and may call such
meeting for such purposes by giving notice thereof as provided in paragraph (a)
of this Section. SECTION 1603. Persons Entitled to Vote at Meetings. To be entitled to vote at any meeting of Holders of Securities of any
series, a Person shall be (1) a Holder of one or more Outstanding Securities of
such series, or (2) a Person appointed by an instrument in writing as proxy for
a Holder or Holders of one or more Outstanding Securities of such series by
such Holder of Holders. The only Persons who shall be entitled to be present
or to speak at any meeting of Holders of Securities of any series shall be the
Person entitled to vote at such meeting and their counsel, any representatives
of the Trustee and its counsel and any representatives of the applicable Issuer
and the Guarantor (in the case of Guaranteed Securities) and their respective
counsel. SECTION 1604. Quorum; Action. The Persons entitled to vote a majority in principal amount of the
Outstanding Securities of a series shall constitute a quorum for a meeting of
Holders of Securities of such series; provided, however, that, if any action is
to be taken at such meeting with respect to a consent or waiver which this
Indenture expressly provides may be given by the Holders of not less than a
specified percentage in principal amount of the Outstanding Securities of a
series, the Persons entitled to vote such specified percentage in principal
amount of the Outstanding Securities of such series shall constitute a quorum.
In the absence of a quorum within 30 minutes of the time appointed for any such
meeting, the meeting shall, if convened at the request of Holders of Securities
of such series, be dissolved. In any other case the meeting may be adjourned
for a period of not less than 10 days as determined by the chairman of the
meeting prior to the adjournment of such meeting. In the absence of a quorum
at any such adjourned meeting, such adjourned meeting may be further adjourned
for a period of not less than 10 days as determined by the chairman of the
meeting prior to the adjournment of such adjourned meeting. Notice of the
reconvening of any adjourned meeting shall be given as provided in Section
1602(a), except that such notice need be given only once not less than five
days prior to the date on which the meeting is scheduled to be reconvened.
Notice of the reconvening of any adjourned meeting shall state expressly the
percentage, as provided above, of the principal amount of the Outstanding
Securities of such series which shall constitute a quorum. Subject to the foregoing, at the reconvening of any meeting adjourned for
lack of a quorum the Persons entitled to vote 25% in principal amount of the
Outstanding Securities at the time shall constitute a quorum for the taking of
any action set forth in the notice of the original meeting. 101




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##### 



Except as limited by the proviso to Section 902, any resolution presented
to a meeting or adjourned meeting duly reconvened at which a quorum is present
as aforesaid may be adopted by the affirmative vote of the Holders of not less
than a majority in principal amount of the Outstanding Securities of such
series; provided, however, that, except as limited by the proviso to Section
902, any resolution with respect to any request, demand, authorization,
direction, notice, consent, waiver or other action which this Indenture
expressly provides may be made, given or taken by the Holders of a specified
percentage, which is less than a majority, in principal amount of the
Outstanding Securities of a series may be adopted at a meeting or an adjourned
meeting duly reconvened and at which a quorum is present as aforesaid by the
affirmative vote of the Holders of not less than such specified percentage
in principal amount of the Outstanding Securities of such series. Any resolution passed or decision taken at any meeting of Holders of
Securities of any series duly held in accordance with this Section shall be
binding on all the Holders of Securities of such series and the related
coupons, whether or not present or represented at the meeting. Notwithstanding the foregoing provisions of this Section 1604, if any
action is to be taken at a meeting of Holders of Securities of any series with
respect to any request, demand, authorization, direction, notice, consent,
waiver or other action that this Indenture expressly provides may be made,
given or taken by the Holders of a specified percentage in principal amount of
all Outstanding Securities affected thereby, or of the Holders of such series
and one or more additional series: (i) there shall be no minimum quorum requirement for such meeting;
and (ii) the principal amount of the Outstanding Securities of such
series that vote in favor of such request, demand, authorization,
direction, notice, consent, waiver or other action shall be taken into
account in determining whether such request, demand, authorization,
direction, notice, consent, waiver or other action has been made, given
or taken under this Indenture. SECTION 1605. Determination of Voting Rights; Conduct and Adjournment of
Meetings. (a) Notwithstanding any provisions of this Indenture, the Trustee may make
such reasonable regulations as it may deem advisable for any meeting of Holders
of Securities of a series in regard to proof of the holding of Securities of
such series and of the appointment of proxies and in regard to the appointment
and duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as its shall deem appropriate. Except as
otherwise permitted or required by any such regulations, the holding of
Securities shall be proved in the manner specified in Section 104 and the
appointment of any proxy shall be proved in the manner specified in Section 104
or by having the signature of the person executing the proxy witnessed or
guaranteed by any trust company, bank or banker authorized by Section 104 to
certify to the holding of Bearer Securities. Such regulations may provide that
written instruments appointing 102




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##### 



proxies, regular on their face, may be presumed
valid and genuine without the proof specified in Section 104 or other proof. (b) The Trustee shall, by an instrument in writing appoint a temporary
chairman of the meeting, unless the meeting shall have been called by an
Issuer, the Guarantor (in the case of Guaranteed Securities) or by Holders of
Securities as provided in Section 1602(b), in which case such Issuer, the
Guarantor or the Holders of Securities of the series calling the meeting, as
the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the Persons
entitled to vote a majority in principal amount of the Outstanding
Securities of such series represented at the meeting. (c) At any meeting each Holder of a Security of such series or proxy shall
be entitled to one vote for each $1,000 principal amount of Outstanding
Securities of such series held or represented by him (determined as specified
in the definition of Outstanding in Section 101); provided, however, that no
vote shall be cast or counted at any meeting in respect of any Security
challenged as not Outstanding and ruled by the chairman of the meeting to be
not Outstanding. The chairman of the meeting shall have no right to vote,
except as a Holder of a Security of such series or proxy. (d) Any meeting of Holders of Securities of any series duly called
pursuant to Section 1602 at which a quorum is present may be adjourned from
time to time by Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice. SECTION 1606. Counting Votes and Recording Action of Meetings. The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record, at least in
duplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the Secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1602 and, if
applicable, Section 1604. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the applicable Issuer, and another to the Trustee to
be preserved by the Trustee, the latter to have attached thereto the ballots
voted at the meeting. Any record so signed and verified shall be conclusive
evidence of the matters therein stated. * * * * * 103




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##### 



This Indenture may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same Indenture. IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, all
as of the day and year first above written. BARRICK GOLD CORPORATION,as Issuer and Guarantor
 By:Name:Title:By:Name:Title:
 BARRICK GOLD INC.,as Issuer
 By:Name:Title:By:Name:Title:
 BARRICK GOLD FINANCE COMPANYas Issuer
 By:Name:Title:By:Name:Title:




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##### 



JPMORGAN CHASE BANK,as Trustee
 By:Name:Title:




---



##### 



EXHIBIT A FORM OF SECURITY *[Unless this Security is presented by an authorized representative of The
Depository Trust Company, a New York corporation (DTC), to the
[Company/applicable Subsidiary Issuer] (as defined below) or its agent for
registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an
interest herein. *[This Security is a global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of DTC or a nominee of
DTC. This Security is exchangeable for Securities registered in the name of a
Person other than DTC or its nominee only in the limited circumstances
described in the Indenture, and no transfer of this Security (other than a
transfer of this Security as a whole by DTC to a nominee of DTC or by a nominee
of DTC to DTC or another nominee of DTC or by DTC or any such nominee to a
successor Depositary or nominee of such successor Depositary) may be registered
except in limited circumstances.] [BARRICK GOLD CORPORATION] [BARRICK GOLD INC.] [BARRICK GOLD FINANCE COMPANY] ___% [Debenture] [Note] [due] [Due] ____________ No.  $ CUSIP: [Barrick Gold Corporation] [Barrick Gold Inc.], a corporation incorporated
under the laws of the Province of Ontario [Barrick Gold Finance Company, an
unlimited liability company incorporated under the laws of the Province of Nova
Scotia] (herein called [the Company"] [the Subsidiary Issuer"], which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to [Cede & Co.]*, or registered assigns,
the principal sum of $
( DOLLARS) on [date
and year], at the office or agency of the [Company] [Subsidiary Issuer]
referred to below, and to pay interest thereon on [date and year], and
semi-annually thereafter on [date] and [date] in each   *
    
    Include if Securities are to issued in global form. At the time of this
writing, DTC will not accept global securities with an aggregate principal
amount in excess of $500,000,000. If the aggregate principal amount of the
offering exceeds this amount, use more than one global security. A-3




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##### 



year, from [date and year],** or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, at the rate of    %
per annum, until the principal hereof is paid or duly provided for, and (to the
extent lawful) to pay on demand interest on any overdue principal, [premium, if
any,] or interest at the rate borne by this Security from the date on which
such overdue principal, [premium, if any,] or interest becomes payable to the
date payment of such principal, [premium, if any,] or interest has been made or
duly provided for. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the [date] or [date] (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for shall forthwith
cease to be payable to the Holder on such Regular Record Date, and such
Defaulted Interest, and (to the extent lawful) interest on such Defaulted
Interest at the rate borne by the Securities of this series, may be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or may be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.
Reference is hereby made to the further provisions of this Security set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place. Unless the certificate of authentication hereon has been duly executed by
the Trustee by manual signature, this Security shall not be entitled to any
benefit under the Indenture, or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the [Company] [Subsidiary Issuer] has caused this
instrument to be duly executed. Dated:
    
    [BARRICK GOLD CORPORATION][BARRICK GOLD INC.][BARRICK GOLD FINANCE COMPANY]
 ByBy
   **
    
    Insert date from which interest is to accrue or, if the Securities are to be
sold #flat#, the closing date of the offering. A-4




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##### 



TRUSTEES CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture. JPMORGAN CHASE BANK,as Trustee
 ByAuthorized Officer
 *[GUARANTEE
OF
BARRICK GOLD CORPORATION For value received, Barrick Gold Corporation, a corporation incorporated
under the laws of the Province of Ontario, having its principal executive
offices at BCE Place, Canada Trust Tower, Suite 3700, 161 Bay Street, Toronto,
Ontario, Canada M5J 2S1 (herein called the Guarantor, which term includes any
successor Person under the Indenture referred to in the Security upon which
this Guarantee is endorsed), hereby unconditionally and irrevocably guarantees
to the Holder of the Security upon which this Guarantee is endorsed and to the
Trustee on behalf of such Holder the due and punctual payment of the principal
of, premium, if any, and interest on such Security, the due and punctual
payment of any Additional Amounts that may be payable with respect to such
Security, [and the due and punctual payment of the sinking fund or analogous
payments referred to therein, if any,]** when and as the same shall become due
and payable, whether on the Stated Maturity, by declaration of acceleration,
call for redemption or otherwise, according to the terms thereof and of the
Indenture referred to therein. In case of the failure of [Barrick Gold Inc., a
corporation incorporated under the laws of the Province of Ontario] [Barrick
Gold Finance Company, an unlimited liability company incorporated under the
laws of the Province of Nova Scotia] (herein called the Subsidiary Issuer,
which term includes any successor Person under such Indenture), punctually to
make any such payment of principal, premium, if any, or interest, or any
Additional Amounts that may be payable with respect to such Security [or any
such sinking fund or analogous payment]**, the Guarantor hereby agrees to cause
any such payment to be made punctually when and as the same shall become due
and payable, whether on the Stated Maturity or by declaration of acceleration,
call for redemption or otherwise, and as if such payment were made by the
Subsidiary Issuer.   *
    
    Include if Securities are to issued by Barrick Gold Inc. or Barrick Gold
Finance Company.**
    
    Include if the Securities are subject to a sinking fund A-5




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##### 



The Guarantor hereby agrees that its obligations hereunder shall be as if
it were principal debtor and not merely surety, and shall be absolute and
unconditional, irrespective of, and shall be unaffected by, any invalidity,
irregularity or unenforceability of such Security or such Indenture, any
failure to enforce the provisions of such Security or such Indenture, or any
waiver, modification or indulgence granted to the Subsidiary Issuer with
respect thereto, by the Holder of such Security or the Trustee or any other
circumstance which may otherwise constitute a legal or equitable discharge of a
surety or guarantor; provided, however, that, notwithstanding the foregoing, no
such waiver, modification or indulgence shall, without the consent of the
Guarantor, increase the principal amount of such Security, or increase the
interest rate thereon, or increase any premium payable upon redemption thereof,
or alter the Stated Maturity thereof, [or increase the principal amount of any
Original Issue Discount Security that would be due and payable upon a
declaration of acceleration of the maturity thereof pursuant to Article Five of
such Indenture.]* The Guarantor hereby waives diligence, presentment, demand
of payment, filing of claims with a court in the event of merger or bankruptcy
of the Subsidiary Issuer, any right to require a proceeding first against the
Subsidiary Issuer, protest or notice with respect to such Security or the
indebtedness evidenced thereby or with respect to any Additional Amounts that
may be payable with respect to such Security [or any sinking fund or analogous
payment required under such Security]** and all demands whatsoever, and
covenants that its obligations under this Guarantee will not be discharged
except by payment in full of the principal of, premium, if any, and interest
and any Additional Amounts that may be payable with respect to such Security. The Guarantor shall be subrogated to all rights of the Holder of such
Security and the Trustee against the Subsidiary Issuer in respect of any
amounts paid to such Holder by the Guarantor pursuant to the provisions of this
Guarantee; provided, however, that the Guarantor shall not be entitled to
enforce or to receive any payments arising out of or based upon such right of
subrogation until the principal of, premium, if any, and interest on all
Securities of the same series issued under such Indenture and any Additional
Amounts that may be payable with respect to such Securities shall have been
paid in full. No reference herein to such Indenture and no provision of this Guarantee
or of such Indenture shall alter or impair the guarantees of the Guarantor,
which are absolute and unconditional, of the due and punctual payment of the
principal of, premium, if any, and interest on, and any Additional Amounts that
may be payable with respect to [, and any sinking fund or analogous payments
with respect to,]** the Security upon which this Guarantee is endorsed. This Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication of such Security shall have been manually
executed by or on behalf of the Trustee under such Indenture. All terms used in this Guarantee which are defined in such Indenture shall
have the meanings assigned to them in such Indenture.   *
    
    Include if an Original Issue Discount Security**
    
    Include if the Securities are subject to a sinking fund A-6




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##### 



This Guarantee shall be governed by and construed in accordance with the
laws of the State of New York. Executed and dated the date on the face hereof. BARRICK GOLD CORPORATION
 ByName:Title:ByName:Title:
 A-7




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##### 



[Form of Reverse] This Security is one of a duly authorized issue of securities of the
[Company] [Subsidiary Issuer] designated as its    % [Debentures] [Notes] [due]
[Due]    (herein called the Securities), limited (except as
otherwise provided in the Indenture referred to below [and except as provided
in the second succeeding paragraph]) in aggregate principal amount to
$[   ,000,000], which may be issued under an indenture (herein called the
Indenture) dated as of      , 2004 among Barrick Gold
Corporation, Barrick Gold Inc., Barrick Gold Finance Company and JPMorgan Chase
Bank, as trustee (herein called the Trustee, which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties, obligations and immunities thereunder of
the Company, [the Subsidiary Issuer, the Guarantor]*, the Trustee and the
Holders of the Securities, and of the terms upon which the Securities are, and
are to be, authenticated and delivered. [This Security is a global Security
representing $[   ,   ,000] aggregate principal amount [at maturity]** of the
Securities of this series.]*** Payment of the principal of (and premium, if any,) and interest on this
Security will be made at the office or agency of the Company maintained for
that purpose in the Borough of Manhattan, The City of New York and, in the case
of Holders in Ontario, in Toronto, Ontario, Canada, in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that payment of
interest may be made at the option of the [Company] [Subsidiary Issuer] (i) by
check mailed to the address of the Person entitled thereto as such address
shall appear on the Security Register or (ii) by wire transfer to an account
maintained in the United States by the Person entitled to such payment as
specified in the Security Register. [Notwithstanding the foregoing, payments
of principal, premium, if any, and interest on a global Security registered in
the name of a Depositary or its nominee will be made by wire transfer of
immediately available funds.] Principal paid in relation to any Security of
this series at Maturity shall be paid to the Holder of such Security only upon
presentation and surrender of such Security to such office or agency referred
to above. [As provided for in the Indenture, the [Company] [Subsidiary Issuer] may
from time to time without notice to, or the consent of, the Holders of the
Securities, create and issue additional Securities of this series under the
Indenture, equal in rank to the Outstanding Securities of this series in all
respects (or in all respects except for the payment of interest accruing prior
to the issue date of the new Securities of this series or except for the first
payment of interest following the issue date of the new Securities of this
series) so that the new Securities of this series shall be consolidated and
form a single   *
    
    Include if Securities are to be issued by Barrick Gold Inc. or Barrick Gold
Finance Company.**
    
    Include if a discount security.***
    
    Include in a global Security. A-8




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##### 



series with the Outstanding Securities of this series and have the same
terms as to status, redemption or otherwise as the Outstanding Securities of
this series.]**** [The [Company] [Subsidiary Issuer] will pay to the Holder of this Security
such Additional Amounts and other amounts as may be payable under Section 1005
of the Indenture. Whenever in this Security there is mentioned, in any
context, the payment of principal (or premium, if any), interest or any other
amount payable under or with respect to this Security, such mention shall be
deemed to include mention of the payment of Additional Amounts to the extent
that, in such context, Additional Amounts are, were or would be payable in
respect thereof.]***** [The Securities of this series are subject to redemption upon not less
than 30 nor more than 60 days notice, at any time after [date and year], as a
whole or in part, at the election of the [Company] [Subsidiary Issuer] [, at a
Redemption Price equal to the percentage of the principal amount set forth
below if redeemed during the 12-month period beginning [date], of the years
indicated: Redemption
    
    
    
    
    
    RedemptionYear
    
    Price
    
    Year
    
    Price%
    
    
    
    
    
    
    
    %%
    
    
    
    
    
    
    
    %%
    
    
    
    
    
    
    
    %
 and thereafter] at 100% of the principal amount, together in the case of any
such redemption with accrued interest, if any, to the Redemption Date, all as
provided in the Indenture.]* [The Securities of this series are also subject to redemption on [date] in
each year commencing in [year] through the operation of a sinking fund, at a
Redemption Price equal to 100% of the principal amount, together with accrued
interest to the Redemption Date, all as provided in the Indenture. The sinking
fund provides for the [mandatory] redemption on [date] in each year beginning
with the year [year] of $   aggregate principal amount of Securities
of this series. [In addition, the [Company] [Subsidiary Issuer] may, at its
option, elect to redeem up to an additional $   aggregate principal
amount of Securities of this series on any such date.] Securities of this
series acquired or redeemed by the [Company]   ****
    
    Include if this series of Securities will be reopened pursuant to Section
301 of the Indenture.*****
    
    Include if Additional Amounts are payable pursuant to Section 1005.*
    
    Include if the Securities are subject to redemption or replace with any other
redemption provisions applicable to the Securities. A-9




---



##### 



[Subsidiary Issuer] (other than through operation of the sinking fund) may
be credited against subsequent [mandatory] sinking fund payments.]** [The Securities of this series are subject to repayment at the option of
the Holders thereof on [Repayment Date(s)] at a Repayment Price equal to    %
of the principal amount, together with accrued interest to the Repayment Date,
all as provided in the Indenture. To be repaid at the option of the Holder,
this Security, with the Option to Elect Repayment form duly completed by the
Holder hereof (or the Holders attorney duly authorized in writing), must be
received by the [Company] [Subsidiary Issuer] at its office or agency
maintained for that purpose in New York, New York not earlier than 45 days nor
later than 30 days prior to the Repayment Date. Exercise of such option by the
Holder of this Security shall be irrevocable unless waived by the [Company]
[Subsidiary Issuer].]*** [The Securities of this series are subject to redemption, in whole but not
in part, at the option of the [Company][Subsidiary Issuer] at a Redemption
Price equal to 100% of the principal amount thereof plus accrued and unpaid
interest to the applicable Redemption Date, all on the terms and subject to the
conditions set forth in Section 1108 of the Indenture].**** In the case of any redemption [repayment] of Securities of this series,
interest installments whose Stated Maturity is on or prior to the Redemption
Date [Repayment Date] will be payable to the Holders of such Securities, or one
or more Predecessor Securities, of record at the close of business on the
relevant record dates according to their terms and the provisions of Section
307 of the Indenture. Securities of this series (or portions thereof) for
whose redemption [repayment] payment is made or duly provided for in accordance
with the Indenture shall cease to bear interest from and after the Redemption
Date [Repayment Date]. In the event of redemption [repayment] of this Security in part only, a
new Security or Securities of this series for the unredeemed [unpaid] portion
hereof shall be issued in the name of the Holder hereof upon the cancellation
hereof. If an Event of Default shall occur and be continuing, the principal of
[and accrued but unpaid interest on] all the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness of the [Company] [Subsidiary Issuer] on this Security and
(b) certain restrictive covenants and the related Defaults and Events of
Default applicable to the Securities of this series, upon compliance by the
[Company] [Subsidiary Issuer], with certain conditions set forth therein, which
provisions apply to this Security.   **
    
    Include if the Securities are subject to a sinking fund.***
    
    Include if the Securities are subject to repayment at the option of the
Holders.****
    
    Include if Additional Amounts are payable pursuant to Section 1005. A-10




---



##### 



The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
[Company] [Subsidiary Issuer] [and the Guarantor]* and the rights of the
Holders under the Indenture at any time by the [Company] [Subsidiary Issuer]
[the Guarantor]* and the Trustee with the consent of the Holders of a majority
in aggregate principal amount of the Securities at the time Outstanding of all
series affected by such amendment or modification. The Indenture also contains
provisions permitting the Holders of specified percentages in aggregate
principal amount of the Securities of this series at the time Outstanding, on
behalf of the Holders of all the Securities of this series, to waive compliance
by the [Company] [Subsidiary Issuer] [and the Guarantor]* with certain
provisions of the Indenture and also contains provisions permitting the Holders
of not less than a majority in aggregate principal amount of the Outstanding
Securities of all series with respect to which a Default shall have occurred
and shall be continuing, on behalf of the Holders of all Outstanding Securities
of such affected series, to waive certain past defaults under the Indenture and
their consequences. Any such consent or waiver by or on behalf of the Holder
of this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof
whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the [Company]
[Subsidiary Issuer], which is absolute and unconditional, to pay the principal
of (and premium, if any, on) and interest on this Security at the times, place,
and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registerable on the Security
Register of the [Company] [Subsidiary Issuer], upon surrender of this Security
for registration of transfer at the office or agency of the [Company]
[Subsidiary Issuer] maintained for such purpose in the Borough of Manhattan,
The City of New York and Toronto, Ontario duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the [Company]
[Subsidiary Issuer] and the Security Registrar duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more
new Securities of this series, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees. The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
the Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series of a different authorized denomination, as
requested by the Holder surrendering the same. No service charge shall be made for any registration of transfer or
exchange of Securities of this series, but the [Company] [Subsidiary Issuer]
may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.   *
    
    Include if Securities are to be issued by Barrick Gold Inc. or Barrick Gold
Finance Company. A-11




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##### 



Prior to the time of due presentment of this Security for registration of
transfer, the [Company] [Subsidiary Issuer], the Trustee and any agent of the
[Company] [Subsidiary Issuer] or the Trustee may treat the Person in whose name
this Security is registered as the owner hereof for all purposes, whether or
not this Security is overdue, and neither the [Company] [Subsidiary Issuer],
the Trustee nor any agent shall be affected by notice to the contrary. Interest on this Security shall be computed on the basis of a 360-day year
of twelve 30-day months. For the purposes of disclosure under the Interest Act
(Canada), the yearly rate of interest to which interest calculated under a
Security of this series for any period in any calendar year (the calculation
period) is equivalent is the rate payable under a Security of this series in
respect of the calculation period multiplied by a fraction the numerator of
which is the actual number of days in such calendar year and the denominator of
which is the actual number of days in the calculation period. [If at any time, (i) the Depositary for the Securities of this series
notifies the [Company] [Subsidiary Issuer] that it is unwilling or unable to
continue as Depositary for the Securities of this series or if at any time the
Depositary for the Securities of this series shall no longer be a clearing
agency registered as such under the Securities Exchange Act of 1934, as amended
and a successor Depositary is not appointed by the [Company] [Subsidiary
Issuer] within 90 days after the [Company] [Subsidiary Issuer] receives such
notice or becomes aware of such condition, as the case may be, [or] (ii) the
[Company] [Subsidiary Issuer] determines that the Securities of this series
shall no longer be represented by a global Security or Securities [or (iii) any
Event of Default shall have occurred and be continuing with respect to the
Securities of this series]*, then in such event the [Company] [Subsidiary
Issuer] will execute and the Trustee will authenticate and deliver Securities
of this series in definitive registered form, in authorized denominations, and
in an aggregate principal amount equal to the principal amount of this Security
in exchange for this Security. Such Securities of this series in definitive
registered form shall be registered in such names and issued in such authorized
denominations as the Depository, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such Securities of this series to the Persons in whose names such
Securities of this series are so registered.]** The Indenture and this Security shall be governed by and construed in
accordance with the laws of the State of New York. All references herein to dollars or $ means a dollar or other
equivalent unit in such coin or currency of the United States of America as at
the time should be legal tender for the payment of public and private debts,
and all terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.   *
    
    Include, if applicable.**
    
    Include for global security. A-12




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##### 



[OPTION TO ELECT REPAYMENT The undersigned hereby irrevocably requests and instructs the [Company]
[Subsidiary Issuer] to repay the within Security [(or the portion thereof
specified below)], pursuant to its terms, on the Repayment Date first
occurring after the date of receipt of the within Security as specified below,
at a Repayment Price equal to    % of the principal amount thereof, together
with accrued interest to the Repayment Date, to the undersigned at:  (Please Print or Type Name and Address of the Undersigned.) For this Option to Elect Repayment to be effective, this Security with the
Option to Elect Repayment duly completed must be received not earlier than 45
days prior to the Repayment Date and not later than 30 days prior to the
Repayment Date by the [Company] [Subsidiary Issuer] at its office or agency in
New York, New York. If less than the entire principal amount of the within Security is to be
repaid, specify the portion thereof (which shall be $1,000 or an integral
multiple thereof) which is to be repaid: $   . If less than the entire principal amount of the within Security is to be
repaid, specify the denomination(s) of the Security(ies) to be issued for the
unpaid amount ($1,000 or any integral multiple of $1,000): $   . Dated:Note: The signature to this Option
to Elect Repayment must correspond
with the name as written upon the
face of the within Security in every
particular without alterations or
enlargement or any change
whatsoever.]
 A-13




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##### 



ASSIGNMENT FORM* To assign this Security, fill in the form below:
I or we assign and transfer this Security to     (Print or type assignees name, address and zip or postal code) and irrevocably appoint
agent
to transfer this Security on the books of the [Company] [Subsidiary Issuer].
The agent may substitute another to act for him. Dated:
    
    Your Signature:(Sign exactly as name appears on the other side of this Security)Signature Guarantee:(Signature must be guaranteed by a
commercial bank or trust company, by a
member or members organization of The
New York Stock Exchange or by another
eligible guarantor institution as
defined in Rule 17Ad-15 under the
Securities Exchange Act of 1934)
   *
    
    Omit if a global security A-14




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##### 



EXHIBIT B FORMS OF CERTIFICATION EXHIBIT B-1 FORM OF CERTIFICATE TO BE GIVEN BY
PERSON ENTITLED TO RECEIVE BEARER SECURITY
OR TO OBTAIN INTEREST PAYABLE PRIOR
TO THE EXCHANGE DATE CERTIFICATE [Insert title or sufficient description
of Securities to be delivered] This is to certify that as of the date hereof, and except as set forth
below, the above-captioned Securities held by you for our account (i) are not
owned by any person(s) that is a citizen or resident of the United States; a
corporation or partnership (including any entity treated as a corporation or
partnership for United States federal income tax purposes) created or organized
in or under the laws of the United States, any state thereof or the District of
Columbia unless, in the case of a partnership, Treasury Regulations provide
otherwise; any estate whose income is subject to United States federal income
tax regardless of its source or; a trust if (A) a United States court can
exercise primary supervision over the trusts administration and one or more
United States persons are authorized to control all substantial decisions of
the trust or (B) a trust in existence on August 20, 1996, and treated as a
United States person before this date that timely elected to continue to be
treated as a United States person (United States persons(s)), (ii) are owned
by United States person(s) that are (a) foreign branches of United States
financial institutions (financial institutions, as defined in United States
Treasury Regulation Section 1.165-12(c)(1)(iv) are herein referred to as
financial institutions) purchasing for their own account or for resale, or
(b) United States person(s) who acquired the Securities through foreign
branches of United States financial institutions and who hold the Securities
through such United States financial institutions on the date hereof (and in
either case (a) or (b), each such United States financial institution hereby
agrees, on its own behalf or through its agent, that you may advise [Barrick
Gold Corporation] [Barrick Gold Inc.] [Barrick Gold Finance Company] or its
agent that such financial institution will comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code of
1986, as amended, and the regulations thereunder), or (iii) are owned by United
States or foreign financial institution(s) for purposes of resale during the
restricted period (as defined in United States Treasury Regulation Section
1.163-5(c)(2)(i)(D)(7)), and, in addition, if the owner is a United States or
foreign financial institution described in clause (iii) above (whether or not
also described in clause (i) or (ii)), this is to further certify that such
financial institution has not acquired the Securities for purposes of resale
directly or indirectly to a United States person or to a person within the
United States or its possessions. B-1




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##### 



As used herein, United States means the United States of America
(including the states and the District of Columbia); and its possessions
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands. We undertake to advise you promptly by tested telex on or prior to the
date on which you intend to submit your certification relating to the
above-captioned Securities held by you for our account in accordance with your
Operating Procedures if any applicable statement herein is not correct on such
date, and in the absence of any such notification it may be assumed that this
certification applies as of such date. This certificate excepts and does not relate to [U.S.$]   of such
interest in the above-captioned Securities in respect of which we are not able
to certify and as to which we understand an exchange for an interest in a
Permanent Global Security or an exchange for and delivery of definitive
Securities (or, if relevant, collection of any interest) cannot be made until
we do so certify. We understand that this certificate may be required in connection with
certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings. Dated: [To be dated no earlier than the
15th day prior to (i) the Exchange
Date or (ii) the relevant Interest
Payment Date occurring prior to
the Exchange Date, as applicable] [Name of Person Making Certification](Authorized Signatory)Name:Title:
 B-2




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##### 



EXHIBIT B-2 FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR
AND CLEARSTREAM IN
CONNECTION WITH THE EXCHANGE OF A PORTION OF A
TEMPORARY GLOBAL SECURITY OR TO OBTAIN INTEREST
PAYABLE PRIOR TO THE EXCHANGE DATE CERTIFICATE [Insert title or sufficient description
of Securities to be delivered] This is to certify that based solely on written certifications that we
have received in writing, by tested telex or by electronic transmission from
each of the persons appearing in our records as persons entitled to a portion
of the principal amount set forth below (our Member Organizations)
substantially in the form attached hereto, as of the date hereof,
[U.S.$]       principal amount of the above-captioned Securities (i) is not
owned by any person(s) that is a citizen or resident of the United States; a
corporation or partnership (including any entity treated as a corporation or
partnership for United States federal income tax purposes) created or organized
in or under the laws of the United States, any state thereof or the District of
Columbia unless, in the case of a partnership, Treasury Regulations provide
otherwise; any estate whose income is subject to United States federal income
tax regardless of its source or; a trust if (A) a United States court can
exercise primary supervision over the trusts administration and one or more
United States persons are authorized to control all substantial decisions of
the trust or (B) a trust in existence on August 20, 1996, and treated as a
United States person before this date that timely elected to continue to be
treated as a United States person (United States person(s)), (ii) is owned by
United States person(s) that are (a) foreign branches of United States
financial institutions (financial institutions, as defined in U.S. Treasury
Regulation Section 1.165-12(c)(1)(iv) are herein referred to as financial
institutions) purchasing for their own account or for resale, or (b) United
States person(s) who acquired the Securities through foreign branches of United
States financial institutions and who hold the Securities through such United
States financial institutions on the date hereof (and in either case (a) or
(b), each such financial institution has agreed, on its own behalf or through
its agent, that we may advise [Barrick Gold Corporation] [Barrick Gold Inc.]
[Barrick Gold Finance Company] or its agent that such financial institution
will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the
Internal Revenue Code of 1986, as amended, and the regulations thereunder), or
(iii) is owned by United States or foreign financial institution(s) for
purposes of resale during the restricted period (as defined in United States
Treasury Regulation Section 1.163-5(c)(2)(i)(D)(7)) and, to the further effect,
that financial institutions described in clause (iii) above (whether or not
also described in clause (i) or (ii)) have certified that they have not
acquired the Securities for purposes of resale directly or indirectly to a
United States person or to a person within the United States or its
possessions. B-3




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##### 



As used herein, United States means the United States of America
(including the states and the District of Columbia); and its possessions
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands. We further certify that (i) we are not making available herewith for
exchange (or, if relevant, collection of any interest) any portion of the
temporary global Security representing the above-captioned Securities excepted
in the above-referenced certificates of Member Organizations and (ii) as of the
date hereof we have not received any notification from any of our Member
Organizations to the effect that the statements made by such Member
Organizations with respect to any portion of the part submitted herewith for
exchange (or, if relevant, collection of any interest) are no longer true and
cannot be relied upon as of the date hereof. We understand that this certification is required in connection with
certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings. Dated: [To be dated no earlier than the
Exchange Date or the relevant
Interest Payment Date occurring
prior to the Exchange Date, as
applicable] [MORGAN GUARANTY TRUST COMPANY OF NEW YORK,BRUSSELS OFFICE, as Operator of theEuroclear System][CLEARSTREAM]By
 B-4