Exhibit 4.3


 


EXECUTION
COPY


 


REGISTRATION
RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of
October 15, 2004 between Apex Silver Mines Limited, a Cayman Islands company
(the “Company”), and the Initial Purchasers, pursuant to the Purchase
Agreement, dated October 11, 2004 (the “Purchase Agreement”), between the
Company and the Initial Purchasers.  In
order to induce the Initial Purchasers to enter into the Purchase Agreement,
the Company has agreed to provide the registration rights set forth in this
Agreement.  The execution of this
Agreement is a condition to the closing under the Purchase Agreement.


 


The
Company agrees with the Initial Purchasers, (i) for their benefit as
Initial Purchasers and (ii) for the benefit of the beneficial owners
(including the Initial Purchasers) from time to time of the Notes (as defined
herein), and the beneficial owners from time to time of the Underlying Ordinary
Shares (as defined herein) issuable upon conversion of the Notes (each of the
foregoing a “Holder” and together the “Holders”), as follows:


 


SECTION 1. 
Definitions.  Capitalized
terms used herein without definition shall have their respective meanings set
forth in the Purchase Agreement.  In
addition to the terms that are defined elsewhere in this Agreement, the
following terms shall have the following meanings:


 


“Additional
Amount” has the meaning specified in Section 2(e) hereof.


 


“Additional
Amount Accrual Period” has the meaning specified in Section 2(e)
hereof.


 


“Additional
Amount Payment Date” means each March 15 and September 15.


 


“Additional
Notes” means up to an additional $50,000,000 aggregate principal amount of
4.0% Convertible Senior Subordinated Notes due 2024 of the Company to be
purchased pursuant to the Purchase Agreement.


 


“Affiliate”,
with respect to any specified person, has the meaning specified in Rule 144.


 


“Business
Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not
a day on which banking institutions in The City of New York are authorized or
obligated by law or executive order to close.


 


“Company”
has the meaning specified in the first paragraph of this Agreement.


 


“Conversion
Price” means, with respect to each $1,000 principal amount of Notes, as of
any date of determination, the principal amount divided by the Conversion Rate
in effect as of such date of determination or, if no Notes are then
outstanding, the Conversion Rate that would be in effect were Notes then
outstanding.


 


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“Conversion
Rate” has the meaning assigned to such term in the Indenture.


 


“Deferral
Notice” has the meaning specified in Section 3(i) hereof.


 


“Deferral
Period” has the meaning specified in Section 3(i) hereof.


 


“Effectiveness
Deadline Date” has the meaning specified in Section 2(a) hereof.


 


“Effectiveness
Period” means the period of two years from the Issue Date or such period  ending on the date that all Registrable
Securities have ceased to be Registrable Securities.


 


“Event”
has the meaning specified in Section 2(e) hereof.


 


“Event
Date” has the meaning specified in Section 2(e) hereof.


 


“Event
Termination Date” has the meaning specified in Section 2(e) hereof.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules
and regulations of the SEC promulgated thereunder.


 


“Filing
Deadline Date” has the meaning specified in Section 2(a) hereof.


 


“Firm
Notes” means an aggregate of $100,000,000 principal amount of the 4.0%
Convertible Senior Subordinated Notes due 2024 of the Company to be purchased
pursuant to the Purchase Agreement.


 


“Holder”
has the meaning specified in the second paragraph of this Agreement.


 


“Indenture”
means the Indenture dated as of the date hereof, as amended from time to time,
between the Company and The Bank of New York, as trustee, pursuant to which the
Notes are being issued.


 


“Initial
Purchasers” means the several parties named in Schedule I of the Purchase
Agreement.


 


“Initial
Shelf Registration Statement” has the meaning specified in Section 2(a)
hereof.


 


“Issue
Date” means October 15, 2004.


 


“Material
Event” has the meaning specified in Section 3(i) hereof.


 


“Notes”
means the Firm Notes, the Additional Notes and any additional notes issued
pursuant to the Indenture that are consolidated to form a single series with
the Firm Notes and the Additional Notes.


 


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“Notice
and Questionnaire” means a written notice delivered to the Company
containing substantially the information called for by the Selling
Securityholder Notice and Questionnaire attached as Annex A to the Offering
Memorandum dated October 11, 2004 of the Company relating to the Notes.


 


“Notice
Holder” means on any date, any Holder that has delivered a Notice and
Questionnaire to the Company on or prior to such date.


 


“Ordinary
Shares” means any of the ordinary shares, $0.01 par value, of the Company
and any other ordinary shares as may constitute “Ordinary Shares” for purposes
of the Indenture, including the Underlying Ordinary Shares.


 


“Prospectus”
means the prospectus included in any Registration Statement (including, without
limitation, a prospectus that discloses information previously omitted from a
prospectus filed as part of an effective registration statement in reliance
upon Rule 415 promulgated under the Securities Act), as amended or supplemented
by any amendment or prospectus supplement, including post-effective amendments,
and all materials incorporated by reference or explicitly deemed to be
incorporated by reference in such Prospectus.


 


“Purchase
Agreement” has the meaning specified in the first paragraph of this
Agreement.


 


“Record
Holder” means, with respect to any Additional Amount Payment Date relating
to any Note or Underlying Ordinary Shares as to which any Additional Amount has
accrued, the registered holder of such Note or such shares of Underlying
Ordinary Shares, as the case may be, on the 15th day immediately prior to the
next succeeding Additional Amount Payment Date.


 


“Registrable
Securities” means the Notes and the Underlying Ordinary Shares until such
securities have been converted or exchanged and, at all times subsequent to any
such conversion or exchange, any securities into or for which such securities
have been converted or exchanged, and any security issued with respect thereto
upon any stock dividend, split, merger or similar event until, in the case of
any such security, the earlier of (i) the sale pursuant to Rule 144 under the
Securities Act or a shelf registration statement of all the securities registered
thereunder or (ii) the expiration of the holding period applicable thereto
under Rule 144(k) were it not held by an Affiliate of the Company.


 


“Registration
Statement” means any registration statement of the Company that covers any
of the Registrable Securities pursuant to the provisions of this Agreement,
including the Prospectus, amendments and supplements to such registration
statement, including post-effective amendments, all exhibits, and all materials
incorporated by reference or explicitly deemed to be incorporated by reference
in such registration statement.


 


“Rule
144” means Rule 144 under the Securities Act, as such Rule may be amended
from time to time, or any similar or successor rule or regulation hereafter
adopted by the SEC having substantially the same effect as such Rule.


 


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“Rule
144A” means Rule 144A under the Securities Act, as such Rule may be amended
from time to time, or any similar or successor rule or regulation hereafter
adopted by the SEC having substantially the same effect as such Rule.


 


“SEC”
means the United States Securities and Exchange Commission and any successor
agency.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and
regulations promulgated by the SEC thereunder.


 


“Shelf
Registration Statement” has the meaning specified in Section 2(a)
hereof.


 


“Subsequent
Shelf Registration Statement” has the meaning specified in
Section 2(b) hereof.


 


“TIA”
means the Trust Indenture Act of 1939, as amended.


 


“Trustee”
means The Bank of New York (or any successor entity), the Trustee under the
Indenture.


 


“Underlying
Ordinary Shares” means the Ordinary Shares into which the Notes are
convertible or issued upon any such conversion.


 


SECTION 2. 
Shelf
Registration.


 


(a) 
The
Company shall prepare and file or cause to be prepared and filed with the SEC
no later than a date which is ninety (90) days after the Issue Date (the “Filing
Deadline Date”) a Registration Statement for an offering to be made on a
delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf
Registration Statement”) registering the resale from time to time by Holders of
all of the Registrable Securities (the “Initial Shelf Registration Statement”).  The Initial Shelf Registration Statement
shall be on Form S-3 or another appropriate form permitting registration of
such Registrable Securities for resale by such Holders in accordance with the
methods of distribution reasonably elected by the Holders and set forth in the
Initial Shelf Registration Statement; provided, that in no event will
such method(s) of distribution take the form of an underwritten offering of the
Registrable Securities without the prior agreement of the Company.  The Company shall use its commercially reasonable
efforts to cause the Initial Shelf Registration Statement to be declared
effective under the Securities Act no later than the date (the “Effectiveness
Deadline Date”) that is two-hundred and ten (210) days after the Issue Date,
and to keep, subject to Section 3(i)(A) hereof, the Initial Shelf Registration
Statement (or any Subsequent Shelf Registration Statement) continuously
effective under the Securities Act until the expiration of the Effectiveness
Period.  Each Holder that became a Notice
Holder on or prior to the date ten (10) Business Days prior to the time that
the Initial Shelf Registration Statement became effective shall be named as a
selling security holder in the Initial Shelf Registration Statement and the
related Prospectus in such a manner as to permit such Holder to deliver such
Prospectus to purchasers of Registrable Securities in accordance with
applicable law (other than laws not generally applicable to all such
Holders).  


 


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Notwithstanding the foregoing, no Holder shall be entitled to have the
Registrable Securities held by it covered by such Shelf Registration Statement
unless such Holder has provided a Notice and Questionnaire in accordance with
Section 2(d) and is in compliance with Section 4.  The Company shall not permit any of its
security holders (other than the Holders of Registrable Securities) to include
any of the Company’s securities in the Initial Shelf Registration Statement (or
any Subsequent Shelf Registration Statement).


 


(b) 
If
the Initial Shelf Registration Statement or any Subsequent Shelf Registration
Statement ceases to be effective for any reason at any time during the
Effectiveness Period, the Company shall use its commercially reasonable efforts
to obtain the prompt withdrawal of any order suspending the effectiveness
thereof, and in any event shall within thirty (30) days of such cessation of
effectiveness amend the Shelf Registration Statement in a manner reasonably
expected by the Company to obtain the withdrawal of the order suspending the
effectiveness thereof, or file an additional Shelf Registration Statement
covering all of the securities that as of the date of such filing are
Registrable Securities (a “Subsequent Shelf Registration Statement”).  If a Subsequent Shelf Registration Statement
is filed, the Company shall use commercially reasonable efforts to cause the
Subsequent Shelf Registration Statement to become effective as promptly as is
reasonably practicable after such filing or, if filed during a Deferral Period,
after the expiration of such Deferral Period, and to keep such Registration
Statement (or Subsequent Shelf Registration Statement), subject to Section
3(i)(A) hereof, continuously effective until the end of the Effectiveness
Period.


 


(c) 
The
Company shall supplement and amend the Initial or any Subsequent Shelf
Registration Statement if required by the rules, regulations or instructions
applicable to the registration form used by the Company for such Shelf
Registration Statement, if required by the Securities Act or, to the extent to
which the Company does not reasonably object, as reasonably requested by the
Initial Purchasers or by the Trustee on behalf of the registered Holders.


 


(d) 
Each
Holder of Registrable Securities agrees that if such Holder wishes to sell
Registrable Securities pursuant to a Shelf Registration Statement and related
Prospectus, it will do so only in accordance with this Section 2(d),
Section 3(i) and Section 4. 
Each Holder of Registrable Securities wishing to sell Registrable
Securities pursuant to the Initial or any Subsequent Shelf Registration
Statement and related Prospectus agrees to deliver a Notice and Questionnaire
to the Company at least five (5) Business Days prior to any intended
distribution of Registrable Securities under the Shelf Registration
Statement.  From and after the date the
Initial Shelf Registration Statement is declared effective, the Company shall,
as promptly as is reasonably practicable after the date a fully completed and
legible Notice and Questionnaire is received by the Company, (i) if
required by applicable law, file with the SEC a post-effective amendment to the
Shelf Registration Statement or prepare and, if required by applicable law,
file a supplement to the related Prospectus or a supplement or amendment to any
document incorporated therein by reference or file any other document required
by the SEC so that the Holder delivering such Notice and Questionnaire is named
as a selling security holder in the Shelf Registration Statement and the
related Prospectus in such a manner as to permit such Holder to deliver such
Prospectus to purchasers of the Registrable Securities in accordance with
applicable law (other than laws not generally 


 


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applicable to all Holders of Registrable Securities wishing to sell
Registrable Securities pursuant to the Shelf Registration Statement and related
Prospectus) and, if the Company shall file a post-effective amendment to the
Shelf Registration Statement, use commercially reasonable efforts to cause such
post-effective amendment to be declared effective under the Securities Act as
promptly as is reasonably practicable; (ii) provide such Holder copies of
any documents filed pursuant to Section 2(d)(i); and (iii) notify
such Holder as promptly as is reasonably practicable after the effectiveness
under the Securities Act of any post-effective amendment filed pursuant to
Section 2(d)(i); provided, that if such Notice and Questionnaire is
delivered during a Deferral Period, the Company shall so inform the Holder
delivering such Notice and Questionnaire and shall take the actions set forth
in clauses (i), (ii) and (iii) above upon expiration of the Deferral
Period in accordance with Section 3(i), provided, further,
that if under applicable law the Company has more than one option as to the
type or manner of making any such filing, they will make the required filing or
filings in the manner or of a type that is reasonably expected to result in the
earliest availability of the Prospectus for effecting resales of Registrable
Securities. Notwithstanding anything contained herein to the contrary, the
Company shall be under no obligation to name any Holder that is not a Notice
Holder as a selling security holder in any Registration Statement or related
Prospectus; provided, however, that any Holder that becomes a
Notice Holder pursuant to the provisions of this Section 2(d) of this
Agreement (whether or not such Holder was a Notice Holder at the time the
Registration Statement was initially declared effective) shall be named as a
selling security holder in the Registration Statement or related Prospectus
subject to and in accordance with the requirements of this Section 2(d).


 


(e) 
The
parties hereto agree that the Holders of Registrable Securities will suffer
damages, and that it would not be feasible to ascertain the extent of such
damages with precision, if (i) the Initial Shelf Registration Statement
has not been filed on or prior to the Filing Deadline Date, (ii) the Initial
Shelf Registration Statement has not been declared effective under the
Securities Act on or prior to the Effectiveness Deadline Date, or
(iii) the aggregate duration of Deferral Periods in any period exceeds the
number of days permitted in respect of such period pursuant to
Section 3(i) hereof (each of the events of a type described in any of the
foregoing clauses (i) through (iii) is individually referred to herein as
an “Event,” and the Filing Deadline Date in the case of clause (i), the
Effectiveness Deadline Date in the case of clause (ii), and the date on
which the aggregate duration of Deferral Periods in any period exceeds the
number of days permitted by Section 3(i) hereof in the case of
clause (iii), being referred to herein as an “Event Date”).  Events shall be deemed to continue until the “Event
Termination Date,” which shall be the following dates with respect to the
respective types of Events:  the date the
Initial Shelf Registration Statement is filed in the case of an Event of the
type described in clause (i), the date the Initial Shelf Registration
Statement is declared effective under the Securities Act in the case of an
Event of the type described in clause (ii), and termination of the
Deferral Period that caused the limit on the aggregate duration of Deferral
Periods in a period set forth in Section 3(i) to be exceeded in the case
of the commencement of an Event of the type described in clause (iii).


 


Accordingly,
commencing on (and including) any Event Date and ending on (but excluding) the
next date after an Event Termination Date (an “Additional Amount Accrual Period”),
the Company agrees to pay an additional amount (the “Additional Amount”),
payable on the Additional Amount Payment Dates to Record Holders of then 


 


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outstanding Notes that are Registrable Securities or of then
outstanding shares of Underlying Ordinary Shares issued upon conversion of
Notes that are Registrable Securities, as the case may be, accruing, for each
portion of such Additional Amount Accrual Period beginning on and including an
Additional Amount Payment Date (or, in respect of the first time that the
Additional Amount is to be paid to Holders on an Additional Amount Payment Date
as a result of the occurrence of any particular Event, from the Event Date) and
ending on but excluding the first to occur of (A) the date of the end of
the Additional Amount Accrual Period or (B) the next Additional Amount
Payment Date, at a rate per annum equal to one-quarter of one percent (0.25%)
for the first ninety (90)-day period from the Event Date, and thereafter at a
rate per annum equal to one-half of one percent (0.50%) of the aggregate
principal amount of such Notes and the aggregate Conversion Price of the shares
of Underlying Ordinary Shares, as the case may be, in each case determined as
of the Business Day immediately preceding the next Additional Amount Payment
Date; provided, that any Additional Amount accrued with respect to any
Note or portion thereof called for redemption on a redemption date or converted
into Underlying Ordinary Shares on a conversion date prior to the Additional
Amount Payment Date shall, in any such event, be paid instead to the Holder who
submitted such Note or portion thereof for redemption or conversion on the
applicable redemption date or conversion date, as the case may be, on such date
(or promptly following the conversion date, in the case of conversion).  Notwithstanding the foregoing, no Additional
Amounts shall accrue as to any Registrable Security from and after the earlier
of (x) the date such security is no longer a Registrable Security and
(y) expiration of the Effectiveness Period.  The rate of accrual of the Additional Amount
with respect to any period shall not exceed the rate provided for in this
paragraph notwithstanding the occurrence of multiple concurrent Events.  Following the cure of all Events requiring
the payment by the Company of Additional Amounts to the Holders of Registrable
Securities pursuant to this Section, the accrual of Additional Amounts will
cease (without in any way limiting the effect of any subsequent Event requiring
the payment of Additional Amounts by the Company).


 


The
Trustee, subject to the applicable provisions of the Indenture, shall be
entitled on behalf of Holders of Notes or Underlying Ordinary Shares, to seek
any available remedy for the enforcement of this Agreement, including for the
payment of any Additional Amount. 
Notwithstanding the foregoing, the parties agree that the sole monetary
damages payable for a violation of the terms of this Agreement with respect to
which additional amounts are expressly provided shall be such Additional
Amount.  Nothing shall preclude a Notice
Holder or Holder of Registrable Securities from pursuing or obtaining specific
performance or other equitable relief with respect to this Agreement.


 


All of
the Company’s obligations set forth in this Section 2(e) that are
outstanding with respect to any Registrable Security at the time such security
ceases to be a Registrable Security shall survive until such time as all such
obligations with respect to such security have been satisfied in full
(notwithstanding termination of this Agreement pursuant to Section 8(k)).


 


The
parties hereto agree that the Additional Amounts provided for in this
Section 2(e) constitute a reasonable estimate of the damages that may be
incurred by Holders of Registrable Securities by reason of the failure of the
Shelf Registration Statement to be 


 


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filed or declared effective or available for effecting resales of
Registrable Securities in accordance with the provisions hereof.


 


SECTION 3. 
Registration Procedures. 
In connection with the registration obligations of the Company under
Section 2 hereof, the Company shall:


 


(a) 
Before
filing any Registration Statement or Prospectus or any amendments or
supplements (other than supplements that do nothing more substantive than name
one or more Notice Holders as selling security holders) thereto with the SEC, furnish
to the Initial Purchasers copies of all such documents proposed to be filed and
use commercially reasonable efforts to reflect in each such document when so
filed with the SEC such comments as the Initial Purchasers reasonably shall
propose within three (3) Business Days of the delivery of such copies to the
Initial Purchasers.


 


(b) 
Prepare
and file with the SEC such amendments and post-effective amendments to each
Registration Statement as may be necessary to keep such Registration Statement
continuously effective for the applicable period specified in
Section 2(a); cause the related Prospectus to be supplemented by any
required Prospectus supplement, and as so supplemented to be filed pursuant to
Rule 424 (or any similar provisions then in force) under the Securities Act;
and use commercially reasonable efforts to comply with the provisions of the
Securities Act applicable to it with respect to the disposition of all
securities covered by such Registration Statement during the Effectiveness
Period in accordance with the intended methods of disposition by the sellers
thereof set forth in such Registration Statement as so amended or such
Prospectus as so supplemented.


 


(c) 
As
promptly as reasonably practicable give notice to the Notice Holders and the
Initial Purchasers (i) when any Prospectus, Prospectus supplement,
Registration Statement or post-effective amendment to a Registration Statement
has been filed with the SEC and, with respect to a Registration Statement or
any post-effective amendment, when the same has been declared effective,
(ii) of any request, following the effectiveness of the Initial Shelf
Registration Statement under the Securities Act, by the SEC or any other
federal or state governmental authority for amendments or supplements to any
Registration Statement or related Prospectus or for additional information,
(iii) of the issuance by the SEC or any other federal or state
governmental authority of any stop order or injunction suspending or enjoining
the use of any Prospectus or the effectiveness of any Registration Statement or
the initiation or threatening of any proceedings for that purpose, (iv) of
the receipt by the Company of any notification with respect to the suspension
of the qualification or exemption from qualification of any of the Registrable
Securities for sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose, (v) of the occurrence of (but not the nature
of or details concerning) a Material Event (provided, however, that no notice by
the Company shall be required pursuant to this clause (v) in the event
that the Company promptly files a Prospectus supplement to update the
Prospectus or the Company files a Current Report on Form 8-K or other
appropriate Exchange Act report that is incorporated by reference into the
Registration Statement, which, in either case, contains the requisite
information with respect to such Material Event that results in such
Registration Statement no longer containing any untrue statement of material
fact or omitting to state a material fact necessary to make the statements
contained therein not misleading)


 


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and (vi) of the determination by the Company that a post-effective
amendment to a Registration Statement will be filed with the SEC, which notice
may, at the discretion of the Company (or as required pursuant to
Section 3(i)), state that it constitutes a Deferral Notice, in which event
the provisions of Section 3(i) shall apply.


 


(d) 
Use
commercially reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of a Registration Statement or the lifting of any
suspension of the qualification (or exemption from qualification) of any of the
Registrable Securities for sale in any jurisdiction in which they have been
qualified for sale, in either case at the earliest possible moment or, if any
such order or suspension is made effective during any Deferral Period, at the
earliest possible moment after the expiration of such Deferral Period.


 


(e) 
If
reasonably requested by the Initial Purchasers or any Notice Holder, as
promptly as reasonably practicable incorporate in a Prospectus supplement or
post-effective amendment to a Registration Statement such information as the
Initial Purchasers or such Notice Holder shall, on the basis of an opinion of
nationally recognized counsel experienced in such matters, determine to be
required to be included therein by applicable law and make any required filings
of such Prospectus supplement or such post-effective amendment as required by
applicable law; provided, that the Company shall not be required to take
any actions under this Section 3(e) that are not, in the reasonable
opinion of counsel for the Company, in compliance with applicable law.


 


(f) 
As
promptly as reasonably practicable after the filing of such documents with the
SEC, furnish to each Notice Holder and the Initial Purchasers, upon their
request and without charge, at least one (1) conformed copy of the Registration
Statement and any amendment thereto, including financial statements, but
excluding schedules, all documents incorporated or deemed to be incorporated
therein by reference and all exhibits (unless requested in writing to the
Company by such Notice Holder or the Initial Purchasers, as the case may be).


 


(g) 
During
the Effectiveness Period (except during such periods that a Deferral Notice is
outstanding and has not been revoked), deliver to each Notice Holder in
connection with any sale of Registrable Securities pursuant to a Registration
Statement, without charge, as many copies of the Prospectus or Prospectuses
relating to such Registrable Securities and any amendment or supplement thereto
as such Notice Holder may reasonably request; and the Company hereby consents
(except during such periods that a Deferral Notice is outstanding and has not
been revoked) to the use of such Prospectus or each amendment or supplement
thereto by each Notice Holder in connection with any offering and sale of the
Registrable Securities covered by such Prospectus or any amendment or
supplement thereto in the manner set forth therein.


 


(h) 
Subject
to Section 3(i), prior to any public offering of the Registrable
Securities pursuant to the Shelf Registration Statement, use commercially
reasonable efforts to register or qualify or cooperate with the Notice Holders
in connection with the registration or qualification (or exemption from such
registration or qualification) of such Registrable Securities for offer and
sale under the securities or Blue Sky laws of such jurisdictions within the
United States as any Notice Holder reasonably requests in writing (which
request may be 


 


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included in the Notice and Questionnaire), it being agreed that no such
registration or qualification will be made unless so requested; prior to any
public offering of the Registrable Securities pursuant to the Shelf
Registration Statement, use commercially reasonable efforts to keep each such
registration or qualification (or exemption therefrom) effective during the
Effectiveness Period in connection with such Notice Holder’s offer and sale of
Registrable Securities pursuant to such registration or qualification (or
exemption therefrom) and do any and all other acts or things necessary to
enable the disposition in such jurisdictions of such Registrable Securities in
the manner set forth in the relevant Registration Statement and the related
Prospectus; provided, that the Company will not be required to
(i) qualify as a foreign corporation or as a dealer in securities in any
jurisdiction where it is not otherwise qualified or (ii) take any action
that would subject it to general service of process in suits or to taxation in
any such jurisdiction where it is not then so subject.


 


(i) 
Upon
(A) the issuance by the SEC of a stop order suspending the effectiveness
of the Shelf Registration Statement or the initiation of proceedings with
respect to the Shelf Registration Statement under Section 8(d) or 8(e) of
the Securities Act, (B) the occurrence of any event or the existence of
any fact (a “Material Event”) as a result of which any Registration Statement
shall contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, or any Prospectus shall contain any untrue statement of
a material fact or omit to state any material fact necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading (including, in any such case, as a result of the
non-availability of financial statements), or (C) the occurrence or
existence of any development, event, fact, situation or circumstance relating
to the Company that, in the discretion of the Company, makes it appropriate to
suspend the availability of the Shelf Registration Statement and the related
Prospectus, (i) in the case of clause (B) above, subject to the next
sentence, as promptly as practicable prepare and file a post-effective
amendment to such Registration Statement or a supplement to the related
Prospectus or any document incorporated therein by reference or file any other
required document that would be incorporated by reference into such
Registration Statement and Prospectus so that such Registration Statement does
not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, and such Prospectus does not contain any untrue statement
of a material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, as thereafter delivered to the purchasers of the
Registrable Securities being sold thereunder, and, in the case of a post-effective
amendment to a Registration Statement, subject to the next sentence, use
commercially reasonable efforts to cause it to be declared effective as
promptly as is reasonably practicable, and (ii) give notice to the Notice
Holders that the availability of the Shelf Registration Statement is suspended
(a “Deferral Notice”) and, upon receipt of any Deferral Notice, each Notice
Holder agrees not to sell any Registrable Securities pursuant to the
Registration Statement until such Notice Holder’s receipt of copies of the
supplemented or amended Prospectus provided for in clause (i) above, or
until it is advised in writing by the Company that the Prospectus may be used,
and has received copies of any additional or supplemental filings that are
incorporated or deemed incorporated by reference in such Prospectus.  The Company will use commercially reasonable
efforts to ensure that the use of the Prospectus may be resumed (x) in the
case of clause (A) above, as promptly as is 


 


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practicable, (y) in the case of clause (B) above, as soon as,
in the sole reasonable judgment of the Company, public disclosure of such
Material Event would not be prejudicial to or contrary to the interests of the
Company or, if necessary to avoid unreasonable burden or expense, as soon as
reasonably practicable thereafter and (z) in the case of clause (C)
above, as soon as, in the reasonable discretion of the Company, such suspension
is no longer appropriate.  So long as the
period during which the availability of the Registration Statement and any
Prospectus is suspended (the “Deferral Period”) does not exceed thirty (30)
days during any three (3) month period or ninety (90) days during any twelve
(12) month period, the Company shall not incur any obligation to pay Additional
Amounts pursuant to Section 2(e).


 


(j) 
If
reasonably requested in writing in connection with a disposition of Registrable
Securities pursuant to a Registration Statement, make reasonably available for
inspection during reasonable business hours by a representative for the Notice
Holders of such Registrable Securities and any broker-dealers, attorneys and
accountants retained by such Notice Holders, all relevant financial and other
records, pertinent corporate documents and properties of the Company and its
subsidiaries, and cause the appropriate executive officers, directors and
designated employees of the Company and its subsidiaries to make reasonably
available for inspection during normal business hours all relevant information
reasonably requested by such representative for the Notice Holders or any such
broker-dealers, attorneys or accountants in connection with such disposition,
in each case as is customary for similar “due diligence” examinations; provided,
however, that such persons shall first agree in writing with the Company
that any information that is reasonably designated by the Company in writing as
confidential at the time of delivery of such information shall be kept
confidential by such persons and shall be used solely for the purposes of
exercising rights under this Agreement, unless (i) disclosure of such
information is required by court or administrative order or is necessary to
respond to inquiries of regulatory authorities; (ii) disclosure of such
information is required by law (including any disclosure requirements pursuant
to federal securities laws in connection with the filing of any Registration
Statement or the use of any Prospectus referred to in this Agreement),
(iii) such information becomes generally available to the public other
than as a result of a disclosure or failure to safeguard by any such person or
(iv) such information becomes available to any such person from a source
other than the Company and such source is not bound by a confidentiality
agreement or otherwise obligated to keep such information confidential; and provided,
further, that the foregoing inspection and information gathering shall,
to the greatest extent possible, be coordinated on behalf of all the Notice
Holders and the other parties entitled thereto by the counsel referred to in
Section 5.


 


(k) 
Comply
with all applicable rules and regulations of the SEC and make generally
available to its security holders earning statements (which need not be
audited) satisfying the provisions of Section 11(a) of the Securities Act
and Rule 158 thereunder (or any similar rule promulgated under the Securities
Act) no later than forty-five (45) days after the end of any twelve (12)-month
period (or ninety (90) days after the end of any twelve (12)-month period if
such period is a fiscal year) commencing on the first day of the first fiscal
quarter of the Company commencing after the effective date of a Registration
Statement, which statements shall cover said twelve (12)-month periods.


 


11





















 


(l) 
Cooperate
with each Notice Holder to facilitate the timely preparation and delivery of
certificates representing Registrable Securities sold pursuant to a
Registration Statement, and cause such Registrable Securities to be in such
denominations as are permitted by the Indenture and registered in such names as
such Notice Holder may request in writing at least two (2) Business Days prior
to any sale of such Registrable Securities.


 


(m) 
Provide
a CUSIP number for all Registrable Securities covered by each Registration
Statement not later than the effective date of such Registration Statement and
provide the Trustee for the Notes and the transfer agent for the Ordinary
Shares with certificates for the Registrable Securities that are in a form
eligible for deposit with The Depository Trust Company.


 


(n) 
Make
a reasonable effort to provide such information as is required for any filings
required to be made with the National Association of Securities Dealers, Inc.


 


(o) 
Upon
(i) the filing of the Initial Shelf Registration Statement and
(ii) the effectiveness of the Initial Shelf Registration Statement,
announce the same, in each case by release to Reuters Economic Services,
Bloomberg Business News or any other means of dissemination reasonably expected
to make such information known publicly.


 


(p) 
Take
all actions necessary, or reasonably requested by the holders of a majority of
the Registrable Securities being sold, in order to expedite or facilitate
disposition of such Registrable Securities; provided, that the Company
shall not be required to take any action in connection with an underwritten
offering without its consent.


 


(q) 
Cause
the Indenture to be qualified under the TIA not later than the effective date
of any Registration Statement; and in connection therewith, cooperate with the
Trustee to effect such changes to the Indenture as may be required for the
Indenture to be so qualified in accordance with the terms of the TIA and
execute, and use commercially reasonable efforts to cause the Trustee to
execute, all documents as may be required to effect such changes, and all other
forms and documents required to be filed with the SEC to enable the Indenture
to be so qualified in a timely manner.


 


SECTION 4. 
Holder’s Obligations.  Each
Holder agrees, by acquisition of the Registrable Securities, that no Holder of
Registrable Securities shall be entitled to sell any of such Registrable
Securities pursuant to a Registration Statement or to receive a Prospectus
relating thereto, unless such Holder has furnished the Company with a Notice
and Questionnaire as required pursuant to Section 2(d) hereof (including
the information required to be included in such Notice and Questionnaire) and
the information set forth in the next sentence. 
Each Notice Holder agrees promptly to furnish to the Company in writing
all information required to be disclosed in order to make the information
previously furnished to the Company by such Notice Holder not misleading, any
other information regarding such Notice Holder and the distribution of such
Registrable Securities as may be required to be disclosed in the Registration
Statement under applicable law or pursuant to SEC comments and any information
otherwise required by the Company to comply with applicable law or
regulations.  Each Holder further agrees,
following termination of the Effectiveness Period, to notify the Company,
within ten (10) Business Days of a request, of the amount of 


 


12





















 


Registrable Securities sold pursuant to the Registration Statement and,
in the absence of a response, the Company may assume that all of the Holder’s
Registrable Securities were so sold.


 


SECTION 5. 
Registration Expenses.  The
Company shall bear all fees and expenses incurred in connection with the
performance by the Company of its obligations under Sections 2 and 3 of
this Agreement whether or not any of the Registration Statements are declared
effective.  Such fees and expenses shall
include, without limitation, (i) all registration and filing fees
(including, without limitation, fees and expenses (x) with respect to
filings required to be made with the National Association of Securities Dealers,
Inc. and (y) of compliance with federal and state securities or Blue Sky
laws to the extent such filings or compliance are required pursuant to this
Agreement (including, without limitation, reasonable fees and disbursements of
the counsel specified in the next sentence in connection with Blue Sky
qualifications of the Registrable Securities under the laws of such
jurisdictions as the Notice Holders of a majority of the Registrable Securities
being sold pursuant to a Registration Statement may designate)),
(ii) printing expenses (including, without limitation, expenses of
printing certificates for Registrable Securities in a form eligible for deposit
with The Depository Trust Company), (iii) duplication expenses relating to
copies of any Registration Statement or Prospectus delivered to any Holders
hereunder, (iv) fees and disbursements of counsel for the Company in
connection with the Shelf Registration Statement, and (v) reasonable fees
and disbursements of the Trustee and its counsel and of the registrar and
transfer agent for the Ordinary Shares. 
In addition, the Company shall bear or reimburse the Notice Holders for
the fees and disbursements of one firm of legal counsel for the Holders, which
shall, upon the written consent of the Initial Purchasers (which shall not be
unreasonably withheld), be a nationally recognized law firm experienced in
securities law matters designated by the Company.  In addition, the Company shall pay its
internal expenses (including, without limitation, all salaries and expenses of
officers and employees performing legal or accounting duties), and its expenses
for any annual audit, the fees and expenses incurred in connection with the
listing of the Registrable Securities on any securities exchange on which the
same securities of the Company are then listed and the fees and expenses of any
person, including special experts, retained by the Company.


 


SECTION 6. 
Indemnification;
Contribution.


 


(a) 
The
Company agrees to indemnify and hold harmless the Initial Purchasers and each
Holder of Registrable Securities and each person, if any, who controls the
Initial Purchasers or any Holder of Registrable Securities within the meaning
of either Section 15 of the Securities Act or Section 20 of the
Exchange Act, as follows:


 


(i)            against
any and all loss, liability, claim, damage and expense whatsoever, as incurred,
arising out of any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement (or any amendment thereto), or the
omission or alleged omission therefrom of a material fact required to be stated
therein or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading or arising out of any
untrue statement or alleged untrue statement of a material fact included in any
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto), 


 


13





















 


or the omission or
alleged omission therefrom of a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading;


 


(ii)           against
any and all loss, liability, claim, damage and expense whatsoever, as incurred,
to the extent of the aggregate amount paid in settlement of any litigation, or
any investigation or proceeding by any governmental agency or body, commenced
or threatened, or of any claim whatsoever based upon any such untrue statement
or omission, or any such alleged untrue statement or omission, provided that
(subject to Section 6(d) below) any such settlement is effected with the
prior written consent of the Company; and


 


(iii)          subject
to Section 6(c) below, against any and all expense whatsoever, as incurred
(including the fees and disbursements of counsel), reasonably incurred in
investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or omission, to the extent that
any such expense is not paid under (i) or (ii) above;


 


provided, however, that this
indemnity agreement shall not apply to any loss, liability, claim, damage or
expense to the extent arising out of any untrue statement or omission or
alleged untrue statement or omission made in reliance upon and in conformity
with written information furnished to the Company by or on behalf of the
Initial Purchasers, such Holder of Registrable Securities (which also
acknowledges the indemnity provisions herein) or any person, if any, who
controls the Initial Purchasers or any such Holder of Registrable Securities
expressly for use in the Registration Statement (or any amendment thereto), or any
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto); provided, further, that this indemnity agreement shall
not apply to any loss, liability, claim, damage or expense (1) arising
from an offer or sale of Registrable Securities occurring during a Deferral
Period, if a Deferral Notice was given to such Notice Holder or (2) if the
Holder fails to deliver at or prior to the written confirmation of sale, the
most recent Prospectus, as amended or supplemented, and such Prospectus, as
amended or supplemented, would have corrected such untrue statement or omission
or alleged untrue statement or omission of a material fact and the delivery
thereof was required by law.


 


(b) 
In
connection with any Shelf Registration Statement in which a Holder, including,
without limitation, the Initial Purchasers, of Registrable Securities is
participating, in furnishing information relating to such Holder of Registrable
Securities to the Company in writing expressly for use in such Registration
Statement, any preliminary prospectus, the Prospectus or any amendments or
supplements thereto, the Holders of such Registrable Securities agree,
severally and not jointly, to indemnify and hold harmless the Initial
Purchasers and each person, if any, who controls the Initial Purchasers within
the meaning of either Section 15 of the Securities Act or Section 20
of the Exchange Act and the Company and each person, if any, who controls the
Company within the meaning of either such Section, against any and all loss, liability,
claim, damage and expense described in the indemnity contained in
subsection (a) of this Section, as incurred, but only with respect to 


 


14





















 


untrue statements or omissions, or alleged untrue statements or
omissions, made in the Registration Statement (or any amendment thereto) or any
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto) in reliance upon and in conformity with written information furnished
to the Company by or on behalf of such Holder of Registrable Securities (which
also acknowledges the indemnity provisions herein) or any person, if any, who
controls any such Holder of Registrable Securities expressly for use in the
Registration Statement (or any amendment thereto) or such preliminary
prospectus or the Prospectus (or any amendment or supplement thereto).


 


The
Initial Purchasers agrees to indemnify and hold harmless the Company, the
Holders of Registrable Securities, and each person, if any, who controls the
Company or any Holder of Registrable Securities within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act
against any and all loss, liability, claim, damage and expense described in the
indemnity contained in subsection (a) of this Section 6, as incurred,
but only with respect to untrue statements or omissions, or alleged untrue
statements or omissions, made in the Registration Statement (or any amendment
thereto) or any preliminary prospectus or the Prospectus (or any amendment or
supplement thereto) in reliance upon and in conformity with written information
furnished to the Company by or on behalf of the Initial Purchasers expressly
for use in the Registration Statement (or any amendment thereto) or such
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto).


 


(c) 
Each
indemnified party shall give notice as promptly as reasonably practicable to
each indemnifying party of any action or proceeding commenced against it in
respect of which indemnity may be sought hereunder, but failure to so notify an
indemnifying party shall not relieve such indemnifying party from any liability
hereunder to the extent it is not materially prejudiced as a result thereof and
in any event shall not relieve it from any liability which it may have
otherwise than on account of these indemnity provisions.  The indemnifying party, upon request of the
indemnified party, shall retain counsel reasonably satisfactory to the indemnified
party to represent the indemnified party and any others the indemnifying party
may designate in such proceeding and shall pay the reasonable fees and
disbursements of such counsel related to such proceeding.  In any such proceeding, any indemnified party
shall have the right to retain a separate firm as its own counsel, but the fees
and expenses of such counsel shall be at the expense of such indemnified party
unless (i) the indemnifying party and the indemnified party shall have
mutually agreed to the retention of such counsel or (ii) the named parties
to any such proceeding (including any impleaded parties) include both the
indemnifying party and the indemnified party and representation of both parties
by the same counsel would be inappropriate due to actual or potential differing
interests between them.  It is understood
that the indemnifying party shall not, in respect of the legal expenses of any
indemnified party in connection with any proceeding or related proceedings in
the same jurisdiction, be liable for (A) the reasonable fees and expenses
of more than one firm (in addition to any local counsel) for the Initial
Purchasers, Holders of Registrable Securities, and all persons, if any, who
control the Initial Purchasers or Holders of Registrable Securities within the
meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act or (B) the reasonable fees and expenses of more than one
firm (in addition to any local counsel) for the Company, its directors, and
each person, if any, who controls the Company within the 


 


15





















 


meaning of either such Section, and that all such reasonable fees and
expenses shall be reimbursed as they are incurred.  In the event a separate firm is retained for
the Initial Purchasers, Holders of Registrable Securities, and control persons
of the Initial Purchasers and Holders of Registrable Securities, such firm
shall be designated in writing by the Initial Purchasers.  In the event a separate firm is retained for
the Company, and such directors, officers and control persons of the Company,
such firm shall be designated in writing by the Company.  No indemnifying party shall, without the
prior written consent of the indemnified parties, settle or compromise or
consent to the entry of any judgment with respect to any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever in respect of which indemnification or
contribution could be sought under this Section 6 (whether or not the
indemnified parties are actual or potential parties thereto), unless such
settlement, compromise or consent (i) includes an unconditional release of
each indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim and (ii) does not include a statement
as to or an admission of fault, culpability or a failure to act by or on behalf
of any indemnified party.


 


(d) 
If at
any time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel, such
indemnifying party agrees that it shall be liable for any settlement of the
nature contemplated by Section 6(a)(ii) effected without its written
consent if (i) such settlement is entered into more than sixty (60) days
after receipt by such indemnifying party of aforesaid request, (ii) such
indemnifying party shall have received notice of the terms of such settlement
at least forty-five (45) days prior to such settlement being entered into and
(iii) such indemnifying party shall not have reimbursed such indemnified
party in accordance with such request prior to the date of such settlement; provided,
that an indemnifying party shall not be liable for any such settlement effected
without its consent if such indemnifying party (1) reimburses such
indemnified party in accordance with such request to the extent it considers
such request to be reasonable and (2) provides written notice to the
indemnified party describing any  unpaid
balance it believes is unreasonable and the reasons therefor, in each case
prior to the date of such settlement.


 


(e) 
If
the indemnification to which an indemnified party is entitled under this
Section 6 is for any reason unavailable to or insufficient although
applicable in accordance with its terms to hold harmless an indemnified party
in respect of any losses, liabilities, claims, damages or expenses referred to
therein, then each indemnifying party shall contribute to the aggregate amount
of such losses, liabilities, claims, damages and expenses incurred by such
indemnified party, as incurred, in such proportion as is appropriate to reflect
the relative fault of the indemnifying party or parties on the one hand and of
the indemnified party on the other hand in connection with the statements or
omissions which resulted in such losses, liabilities, claims, damages or
expenses, as well as any other relevant equitable considerations.


 


The
relative fault of the Company on the one hand and the holders of the
Registrable Securities or the Initial Purchasers on the other hand shall be
determined by reference to, among other things, whether any such untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact relates to information 


 


16





















 


supplied by the Company or by the holder of the Registrable Securities
or the Initial Purchasers and the parties’ relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or
omission.


 


The
parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 6(e) were determined by pro rata allocation or by
any other method of allocation which does not take account of the equitable
considerations referred to above in this Section 6(e).  The aggregate amount of losses, liabilities,
claims, damages, and expenses incurred by an indemnified party and referred to
above in this Section 6(e) shall be deemed to include any out-of-pocket
legal or other expenses reasonably incurred by such indemnified party in
investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged
untrue statement or omission or alleged omission.


 


Notwithstanding
the provisions of this Section 6, neither the Holder of any Registrable
Securities nor the Initial Purchasers shall be required to indemnify or
contribute any amount in excess of the amount by which the total price at which
the Registrable Securities sold by such Holder of Registrable Securities or by
the Initial Purchasers, as the case may be, and distributed to the public were
offered to the public exceeds the amount of any damages that such Holder of
Registrable Securities or the Initial Purchasers has otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission or alleged
omission.


 


No
person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation.


 


For
purposes of this Section 6(e), each person, if any, who controls the
Initial Purchasers or any Holder of Registrable Securities within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act
shall have the same rights to contribution as the Initial Purchasers or such
Holder, and each person, if any, who controls the Company within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act
shall have the same rights to contribution as the Company.


 


SECTION 7. 
Information Requirements. 
The Company covenants that, if at any time before the end of the
Effectiveness Period the Company is not subject to the reporting requirements
of the Exchange Act, it will cooperate with any Holder of Registrable
Securities and take such further reasonable action as any Holder of Registrable
Securities may reasonably request in writing (including, without limitation,
making such reasonable representations as any such Holder may reasonably
request), all to the extent required from time to time to enable such Holder to
sell Registrable Securities without registration under the Securities Act
within the limitations of Rule 144 and Rule 144A under the Securities Act and
customarily taken in connection with sales pursuant to such exemptions.  Upon the written request of any Holder of
Registrable Securities, the Company shall deliver to such Holder a written
statement as to whether it has complied with such filing requirements, unless
such a statement has been included in the Company’s most recent annual or
quarterly 


 


17





















 


report required to be filed and filed pursuant to Section 13 or
Section 15(d) of the Exchange Act. 
Notwithstanding the foregoing, nothing in this Section 7 shall be
deemed to require the Company to register any of its securities under any
section of the Exchange Act.


 


SECTION 8. 
Miscellaneous


 


(a) 
No
Conflicting Agreements.  The Company is not, as of the date hereof, a
party to, nor shall they, on or after the date of this Agreement, enter into,
any agreement with respect to the Company’s securities that conflicts with the
rights granted to the Holders of Registrable Securities in this Agreement.  The Company represents and warrants that the
rights granted to the Holders of Registrable Securities hereunder do not in any
way conflict with the rights granted to the holders of the Company’s securities
under any other agreements.


 


(b) 
Amendments
and Waivers.  The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given, unless the Company has obtained the written consent of Holders of a
majority of the then outstanding Underlying Ordinary Shares constituting
Registrable Securities (with Holders of Notes deemed to be the Holders, for
purposes of this Section, of the number of outstanding shares of Underlying
Ordinary Shares into which such Notes are or would be convertible or
exchangeable as of the date on which such consent is requested).  Notwithstanding the foregoing, a waiver or
consent to depart from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders of Registrable Securities whose
securities are being sold pursuant to a Registration Statement and that does
not directly or indirectly affect the rights of other Holders of Registrable
Securities may be given by Holders of at least a majority of the Registrable
Securities being sold by such Holders pursuant to such Registration Statement; provided,
that the provisions of this sentence may not be amended, modified, or
supplemented except in accordance with the provisions of the immediately
preceding sentence.  Each Holder of
Registrable Securities outstanding at the time of any such amendment,
modification, supplement, waiver or consent or thereafter shall be bound by any
such amendment, modification, supplement, waiver or consent effected pursuant
to this Section 8(b), whether or not any notice, writing or marking
indicating such amendment, modification, supplement, waiver or consent appears
on the Registrable Securities or is delivered to such Holder.


 


(c) 
Notices.  All notices and other communications provided
for or permitted hereunder shall be made in writing by hand delivery, by
telecopier, by courier guaranteeing overnight delivery or by first-class mail,
return receipt requested, and shall be deemed given (i) when made, if made
by hand delivery, (ii) upon confirmation, if made by telecopier,
(iii) one (1) Business Day after being deposited with such courier, if
made by overnight courier, or (iv) on the date indicated on the notice of
receipt, if made by first-class mail, to the parties as follows:


 


if to
a Holder of Registrable Securities that is not a Notice Holder, at the address
for such Holder then appearing in the Registrar (as defined in the Indenture);


 


18





















 


if to
a Notice Holder, at the most current address given by such Holder to the
Company in a Notice and Questionnaire or any amendment thereto;


 


if to
the Company, to:


 


Apex Silver Mines Limited


c/o Apex Silver Mines
Corporation


1700 Lincoln Street


Suite 3050


Denver, Colorado  80203


Attention: Chief
Financial Officer


Facsimile No. (303)
839-5907


 


with a copy to:


 


Davis Graham & Stubbs
LLP


1550 Seventeenth Street,
Suite 500


Denver, Colorado  80202

Attention:  Deborah J. Friedman, Esq.

Facsimile No. (303) 893-1379


 


and


 


if to
the Initial Purchasers, to:


 


Citigroup Global Markets
Inc.


390 Greenwich Street


New York, New York  10013


Attention:  General Counsel


Facsimile No.  (212) 816-7912


 


or to such other address as such person may have
furnished to the other persons identified in this Section 8(c) in writing
in accordance herewith.


 


(d) 
Approval
of Holders.  Whenever the consent or approval of Holders
of a specified percentage of Registrable Securities is required hereunder,
Registrable Securities held by the Company or its Affiliates (other than the
Initial Purchasers or subsequent Holders of Registrable Securities if such
subsequent Holders are deemed to be such Affiliates solely by reason of their
holdings of such Registrable Securities) shall not be counted in determining
whether such consent or approval was given by the Holders of such required
percentage.


 


(e) 
Successors
and Assigns.  This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties hereto
and, without requiring any express assignment, shall inure to the benefit of
and be binding upon each Holder of any Registrable Securities; provided,
that nothing herein shall be deemed to permit any assignment, transfer of other
disposition of Registrable Securities in violation of the terms of the Purchase
Agreement.  If any transferee of any
Holder shall acquire Registrable 


 


19





















 


Securities in any manner, whether by operation of law or otherwise,
such Registrable Securities shall be subject to all of the terms of this
Agreement and by taking and holding such Registrable Securities, such person
shall be conclusively deemed to have agreed to be bound by and to perform all
of the terms and provisions of this Agreement.


 


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


 


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


 


(h) 
Governing
Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


(i) 
Severability.  If any term, provision, covenant or
restriction of this Agreement is held to be invalid, illegal, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions set forth herein shall remain in full force and effect and shall
in no way be affected, impaired or invalidated thereby, and the parties hereto
shall use their reasonable best efforts to find and employ an alternative means
to achieve the same or substantially the same result as that contemplated by
such term, provision, covenant or restriction, it being intended that all of
the rights and privileges of the parties hereto shall be enforceable to the
fullest extent permitted by law.


 


(j) 
Entire
Agreement.  This Agreement is intended by the parties
hereto as a final expression of their agreement and is intended to be a
complete and exclusive statement of the agreement and understanding of the
parties hereto in respect of the subject matter contained herein and the
registration rights granted by the Company with respect to the Registrable
Securities.  Except as provided in the
Purchase Agreement, there are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein, with respect to
the registration rights granted by the Company with respect to the Registrable
Securities.  This Agreement supersedes
all prior agreements and undertakings among the parties hereto with respect to
such registration rights.


 


(k) 
Termination.  This Agreement and the obligations of the
parties hereunder shall terminate upon the expiration of the Effectiveness
Period, except for (i) any liabilities or obligations under
Section 4, 5 or 6 hereof and the obligations to make payments of and
provide for Additional Amounts under Section 2(e) hereof to the extent
such damages accrue prior to the end of the Effectiveness Period, each of which
shall remain in effect in accordance with its terms.


 


20





















 


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


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  APEX SILVER MINES
  LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Mark A. Lettes

  	
   

  
	
   

  	
   

  	
  Name: Mark A. Lettes

  
	
   

  	
   

  	
  Title: Chief Financial
  Officer

  



 


Agreed and accepted as of
the date

first above written for itself and the

other Initial Purchasers:


 


	
  CITIGROUP GLOBAL MARKETS INC.

  
	
   

  
	
  By: 

  	
  /s/ Irene Mavroyannis

  	
   

  
	
   

  	
  Name: Irene Mavroyannis

  	
   

  
	
   

  	
  Title: