WMC Olympic Dam Corp Pty LTD Sample Contracts

WMC Finance (USA) Limited 5.125% Guaranteed Notes Due 2013 6.250% Guaranteed Notes Due 2033 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 19th, 2003 • WMC Olympic Dam Corp Pty LTD • Metal mining • New York

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

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WMC FINANCE (USA) LIMITED
Indenture • June 19th, 2003 • WMC Olympic Dam Corp Pty LTD • Metal mining • New York

FIRST SUPPLEMENTAL INDENTURE, dated as of May 8, 2003, among WMC FINANCE (USA) LIMITED (A.B.N. 98 061 718 198), a corporation duly organized and existing under the laws of the Commonwealth of Australia (herein called the “Company”), as Issuer, having its principal office at 60 City Road, Southbank, Victoria, 3006, Australia, WMC RESOURCES LTD (A.B.N. 76 004 184 598), a corporation duly organized and existing under the laws of the Commonwealth of Australia, as Parent Guarantor (herein called the “Parent Guarantor”), having its principal office at 60 City Road, Southbank, Victoria, 3006, Australia, WMC (OLYMPIC DAM CORPORATION) PTY LTD (A.B.N. 99 007 835 761), a corporation duly organized and existing under the laws of the Commonwealth of Australia, as Subsidiary Guarantor, having its principal office at 60 City Road, Southbank, Victoria, 3006, Australia, WMC FERTILIZERS PTY LTD (A.B.N. 30 004 936 850), a corporation duly organized and existing under the laws of the Commonwealth of Austr

EXCHANGE AGENT AGREEMENT
Exchange Agent Agreement • June 19th, 2003 • WMC Olympic Dam Corp Pty LTD • Metal mining • New York

WMC Finance (USA) Limited, an Australian corporation, (the “Company”) proposes to make offers (each, an “Exchange Offer”) to exchange all of its outstanding 5.125% Guaranteed Notes due 2013 and 6.250% Guaranteed Notes due 2033 (together, the “Old Securities”) for its 5.125% Guaranteed Notes due 2013 and 6.250% Guaranteed Notes due 2033, which have been registered under the U.S. Securities Act of 1933 (together, the “New Securities”). The terms and conditions of each Exchange Offer as currently contemplated are set forth in a prospectus, dated June [ ], 2003 (the “Prospectus”), proposed to be distributed to all record holders of the Old Securities. The Old Securities and the New Securities are collectively referred to herein as the “Securities”.

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