SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE, dated and effective as of January 31,
1998, by and between Royal Oak Mines Inc., a corporation amalgamated under
the laws of Ontario, Canada (the "COMPANY"), and Chase Manhattan Trust
Company, National Association, the successor to Mellon Bank, F.S.B., as
Trustee (the "TRUSTEE").
Royal Oak Mines Inc. issued an aggregate principal amount of
$175,000,000 of 11% Senior Subordinated Notes due 2006 and Series B 11%
Senior Subordinated Notes due 2006 (collectively, the "NOTES") pursuant to an
Indenture, dated as of August 12, 1996 (as amended and supplemented by the
First Supplemental Indenture dated and effective as of December 31, 1997, the
"INDENTURE"), by and among Royal Oak Mines Inc., the Trustee and Kemess Mines
Inc. ("KEMESS"). Kemess was a Guarantor as defined in and for the purposes of
the Indenture. On December 29, 0000, Xxxxx Xxx Xxxxx Inc. and Kemess
amalgamated under the laws of Ontario, Canada and the surviving entity of
such amalgamation in the Company.
Section 9.02 of the Indenture provides that the Indenture may be amended
or supplemented by the Company and the Trustee when authorized by a
resolution of the board of directors of the Company and consented to in
writing by the holders of at least a majority in aggregate principal amount
of the outstanding Notes. The Company has designated a record date of
November 30, 1997 (the "RECORD DATE") for the purpose of obtaining such
consent to this Second Supplemental Indenture and, as of the date hereof, the
holders of a majority in aggregate principal amount of the Notes as of the
Record Date have provided their written consent to the amendments and
supplements contained in this Second Supplemental Indenture.
Each party hereto agrees as follows for the benefit of the other party
and for the equal and ratable benefit of the holders of the Notes:
1. Section 4.06 of the Indenture is hereby amended by adding at the end
thereof a new subsection (d), which shall read in its entirety as follows:
"(d) The Company shall deliver to the Trustee (i) a true and complete
copy of any notice of any default or event of default under the
Senior Secured Debentures delivered by the Company to the holders of
the Senior Secured Debentures, contemporaneously with (and by the
same or an equally expedient means as) the delivery thereof to the
holders of the Senior Secured Debentures and (ii) a true and complete
copy of any
notice of any default or event of default under the Senior Secured
Debentures received by the Company from the holders of the Senior
Secured Debentures, immediately (but in any event within one Business
Day) after the Company's receipt thereof. The Trustee shall mail a
copy of any notice received by it pursuant to this Section 4.06(d)
to each Holder within one Business Day after the Trustee's receipt
thereof, by first class mail to such Holder's address as set forth
in the Registrar's books. The Trustee shall have no duty under this
Indenture to any holder of a beneficial interest in the Notes,
including without limitation, under this Section 4.06."
2. Article Four of the Indenture is hereby amended by adding at the end
thereof a new Section 4.21, which shall read in its entirety as follows:
"SECTION 4.21. REPLACEMENT SENIOR SECURED DEBENTURES
(a) At any time, the holders of beneficial interests in at least 25%
in aggregate principal amount of the outstanding Notes may deliver a
notice to the Company and the Trustee requesting that the Company make an
offer of Replacement Senior Secured Debentures (as hereinafter defined)
in accordance with this Section 4.21. The holders of beneficial interest
that deliver such notice are herein called the "REQUESTING HOLDERS". In
such notice the Requesting Holders shall specify (i) the respective
principal amounts of the Notes held by them, (ii) their addresses
(including facsimile numbers) for receipt of notices hereunder and (iii)
their intention to deliver Acceptance Notices (as hereinafter defined) to
the Company to purchase in whole the Replacement Senior Secured
Debentures offered to them pursuant to the Offer Notice (as hereinafter
defined). Upon its receipt of such notice, the Company will comply with
all of the provisions of this Section 4.21 unless, within 30 days after
its receipt of such notice, the Company either (x) delivers to the
Requesting Holders and the Trustee an Officer's Certificate stating that,
as of the date the Requesting Holders delivered such notice, the Company
is permitted to Incur Indebtedness in addition to Permitted Indebtedness
pursuant to Section 4.12(b) (assuming for purposes of such Officer's
Certificate that, as of such date, the applicable Consolidated Fixed
Charge Coverage Ratio of the Company set forth in Section 4.12(b)(ii)(x)
is 2.5 to 1.0), or (y) delivers to the Requesting Holders and the Trustee
a notice stating the Company's intention to refinance the Senior Secured
Debentures on terms that are, in the reasonable judgment of the Company,
more favorable to the Company than the terms of the Senior Secured
Debentures (and the Company
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actually closes such refinancing within 45 days after its receipt of such
notice (or 90 days after its receipt of such notice if, as a condition to
such closing, the Company is required to obtain the consent of the
Holders to an amendment of this Indenture, or if the Company is required
to file a registration statement or prospectus under applicable securities
laws in respect of such refinancing)). If the Company delivers the
Officer's Certificate pursuant to clause (x) above, no Holder or Holders
may thereafter deliver another notice pursuant to this subsection (a)
until the expiration of 90 days after the date of such Officer's
Certificate. If the Company refinances the Senior Secured Debentures upon
terms and within the periods contemplated by clause (y) above, the
Company shall deliver to the Holders and the Trustee an Officer's
Certificate stating that such refinancing has been completed, whereupon
this Section 4.21 shall thereupon terminate in its entirety and be of no
further force and effect.
(b) Upon the Company's receipt of any notice pursuant to Section
4.21(a) and the Company's failure, inability or omission to comply with
either of clause (x) or (y) thereof, then within the next 15 days, the
Company shall fix a record date for the purpose of determining the Holders
entitled to receive notices under this Section 4.21 (which record date
shall be the date of receipt by the Company of notice from the Requesting
Holders pursuant to Section 4.21(a)), shall obtain a participant position
listing for the Notes from the Depositary (the "DTC POSITION LISTING") as
of such record date and shall deliver a notice (an "OFFER NOTICE") to
each such participant listed on the DTC Position Listing (the "DTC
PARTICIPANTS") in form and substance reasonably satisfactory to the
Requesting Holders, which Offer Notice shall state:
(i) a request by the Company that such DTC Participant forward
the Offer Notice to holders of beneficial interests in the Notes for
which such DTC Participant acted as nominee as of such record date
(all holders of beneficial interests in the Notes as of such record
date being the "HOLDERS ENTITLED TO PURCHASE");
(ii) that the Offer Notice is being delivered pursuant to this
Section 4.21(b) at the request of the Requesting Holders (and shall
name the Requesting Holders and the respective principal amounts of
the Notes held by them as of such record date);
(iii) that the Company proposes to issue and sell to the
Holders Entitled to Purchase a new issue of senior secured debentures
of the Company (the "REPLACEMENT SENIOR SECURED DEBENTURES") having
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substantially the same terms and conditions (including, without
limitation, terms and conditions relating to security for the
Company's obligations thereunder) as the Senior Secured Debentures,
and in an aggregate principal amount (the "MINIMUM AMOUNT") that
will result in net cash proceeds (after payment of all expenses
including, without limitation, legal and accounting fees and
expenses, incurred in connection therewith) to the Company in an
amount at least sufficient to indefeasibly redeem in full all of
the outstanding Senior Secured Debentures in accordance with their
terms;
(iv) all material terms and conditions of the Replacement
Senior Secured Debentures, set forth in a "term sheet" format in
form and detail customary for private placements of debt securities
similar to the Replacement Senior Secured Debentures;
(v) an irrevocable offer by the Company to issue and sell to
each Holder Entitled to Purchase at such record date all or any
part of that aggregate principal amount of the Replacement Senior
Secured Debentures determined by multiplying the aggregate principal
amount of the Replacement Senior Secured Debentures by a fraction,
the numerator of which is the principal amount of the Notes held by
such Holder Entitled to Purchase, and the denominator of which is
the aggregate principal amount of the Notes outstanding;
(vi) that the purchase price for the Replacement Senior
Secured Debentures will be 100% of their principal amount, payable
to the Company or to an escrow agent appointed by the Company and the
holders of the Senior Secured Debentures by wire transfer of
immediately available funds at a simultaneous closing of all sales
and purchases thereof; and that the Company will not pay any
commitment or other fees to any Holder Entitled to Purchase in
connection with the Replacement Senior Secured Debentures except
that the Company has agreed to reimburse the Requesting Holders
for the legal fees and expenses incurred by them up to the
maximum amount of U.S. $50,000 in the aggregate;
(vii) that each Holder Entitled to Purchase may accept the
offer set forth in the Offer Notice, in whole or in part, by
delivering written notice of such acceptance (an "ACCEPTANCE NOTICE")
to the Company specifying the address (including facsimile numbers)
for receipt of notices hereunder for such Holder Entitled to Purchase
and the principal amount of Replacement Senior Secured Debentures
as to which such offer is accepted, at the address and in the manner
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specified in the Offer Notice, on or before the date specified in the
Offer Notice (which date shall be the 45th day after the date the
Offer Notice is delivered to the DTC Participants); PROVIDED,
HOWEVER, that the Company shall be fully protected in relying upon
any information in any such Acceptance Notice including, without
limitation, the identity of the party delivering such Acceptance
Notice as a Holder Entitled to Purchase;
(viii) that if the offer is accepted, in the aggregate, with
respect to less than 100% of the aggregate principal amount of the
Replacement Senior Secured Debentures so offered, the Company will
re-offer the remaining Replacement Senior Secured Debentures to
the Holders Entitled to Purchase that delivered Acceptance Notices
with respect to all Replacement Senior Secured Debentures offered
to them (the "FULLY ACCEPTING HOLDERS"), PRO RATA based upon the
relative principal amounts of the Replacement Senior Secured
Debentures accepted by them in their Acceptance Notices;
(ix) that notwithstanding any acceptance of the offer made in
the Offer Notice, no Replacement Senior Secured Debentures will be
sold by the Company unless at least the Minimum Amount is sold and
the proceeds are applied to indefeasibly redeem in full all of the
outstanding Senior Secured Debentures in accordance with their terms;
and
(x) that each Holder Entitled to Purchase may revoke its
acceptance of the offer if the Replacement Senior Secured Debentures
have not been issued and sold on or prior to the date that is 90 days
after the date the Offer Notice is delivered to the DTC Participants,
by delivering written notice of such revocation to the Company.
(c) If, at the date specified in the Offer Notice for last receipt
of Acceptance Notices, the offer set forth in the Offer Notice has been
accepted with respect to less than 100% of the aggregate principal amount
of the Replacement Senior Secured Debentures so offered, the Company shall
re-offer the remaining Replacement Senior Secured Debentures to the Fully
Accepting Holders. The Company shall make such re-offer by delivering to
the Trustee and each Fully Accepting Holder, within three Business Days
after the date referred to in the preceding sentence, a second notice
(a "RE-OFFER NOTICE"), which Re-Offer Notice shall state:
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(i) that the Re-Offer Notice is being delivered pursuant to
this Section 4.21(c);
(ii) the aggregate principal amount of the Replacement Senior
Secured Debentures accepted by all Holders pursuant to Acceptance
Notices and the aggregate principal amount of Replacement Senior
Secured Debentures remaining available for purchase (the "REMAINING
DEBENTURES");
(iii) an irrevocable offer by the Company to issue and sell to
each Fully Accepting Holder all or any part of the Remaining
Debentures;
(iv) that each Fully Accepting Holder may accept the offer set
forth in the Re-Offer Notice, in whole or in part, by delivering
written notice of such acceptance (a "RE-OFFER ACCEPTANCE NOTICE")
to the Company specifying the principal amount of Remaining
Debentures as to which such re-offer is accepted, at the address
and in the manner specified in the Re-Offer Notice, on or before
the date specified in the Re-Offer Notice (which date shall be
the third Business Day after the date the Re-Offer Notice is
delivered);
(v) that in the event that one or more Fully Accepting Holders
deliver Re-Offer Acceptance Notices to the Company that, in the
aggregate, accept the offer made in the Re-Offer Notice with respect
to more than the aggregate principal amount of the Remaining
Debentures, then each such Fully Accepting Holder shall be deemed
to have accepted such offer with respect to its proportionate share
of the Remaining Debentures, based on the proportion which the
principal amount of the Replacement Senior Secured Debentures
accepted by such Fully Accepting Holder in its initial Acceptance
Notice bears to the aggregate principal amount of all the
Replacement Senior Secured Debentures accepted by all such Fully
Accepting Holders in their initial Acceptance Notices;
(vi) that the other statements made in the initial Offer Notice
remain unchanged.
(d) If, at the date specified in the Re-Offer Notice for last
receipt of Re-Offer Acceptance Notices, the offers set forth in the
Offer Notice and the Re-Offer Notice have been accepted with respect
to less than the Minimum Amount of the Replacement Senior Secured
Debentures, such offers, and this Section 4.21 in its entirety, shall
thereupon terminate and be of no further force and effect, and the
Company shall, within 15 days thereafter, deliver notice of such
termination to each of the DTC Participants (together with a request
by the Company that such DTC
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Participants forward such notice to the Holders Entitled to Purchase) and
to the Trustee.
(e) If, at the date specified in the Re-Offer Notice for last receipt
of the Re-Offer Acceptance Notices, the offers set forth in the Offer
Notice and the Re-Offer Notice have been accepted with respect to the
Minimum Amount of the Replacement Senior Secured Debentures, the Company
shall, within three Business Days thereafter, deliver notice to that
effect to the Trustee and to all Holders that have accepted such offers
(the "Purchasing Holders"), which notice shall specify the date for the
simultaneous closing of all sales and purchases of the Replacement Senior
Secured Debentures (the "CLOSING") (which date shall be not earlier than
three Business Days nor later than 30 days after the date such notice is
delivered unless otherwise extended in writing by the Company and the
Purchasing Holders). The Company and the Purchasing Holders shall
thereafter proceed to close such sales and purchases at the Closing upon
the terms and conditions stated in the Offer Notice and, if applicable,
the Re-Offer Notice. If, at the Closing, any one or more Purchasing
Holders fails to purchase all or any part of the Replacement Senior
Secured Debentures accepted by it in its Acceptance Notice or Re-Offer
Acceptance Notice, any one or more of the other Purchasing Holders may
agree with the Company and among themselves, by any method of allocation
that they mutually deem acceptable, to take up and purchase at the Closing
the Replacement Senior Secured Debentures that were to have been so
purchased by the defaulting Purchasing Holder, upon the terms and subject
to the conditions stated in the Offer Notice and the Re-Offer Notice.
If, notwithstanding the preceding sentence, at the Closing less than the
Minimum Amount of the Replacement Senior Secured Debentures are to be sold
due to the default of any Purchasing Holder, the Closing shall not occur
and this Section 4.21 in its entirety shall thereupon terminate and be of
no further force and effect, and the Company shall, within 15 days
thereafter, deliver notice of such termination to each of the DTC
Participants (together with a request by the Company that such DTC
Participants forward such notice to the Holders entitled to Purchase) and
to the Trustee.
(f) Simultaneously with the Closing, the Company shall use the net
proceeds of the sale of the Replacement Senior Secured Debentures to
indefeasibly redeem in full all of the outstanding Senior Secured
Debentures in accordance with their terms. Any remaining net proceeds
shall be used by the company for general corporate purposes, subject to
the terms and conditions set forth in this Indenture.
(g) All notices provided for in this Section 4.21 shall be in writing
and shall be delivered (i) in the case
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of the Offer Notice, by first class mail to the address of each DTC
Participant as set forth in the DTC Position Listing, or as set forth
in any notice under this Section 4.21 (which shall be deemed delivered
five calendar days after deposit in the mail) and (ii) in all other
cases, either (A) by confirmed telecopy to the recipient's telecopy
number specified in any notice under this Section 4.21 (which shall
be deemed delivered on the date transmitted and confirmed) or (B) by
personal delivery or overnight delivery via courier to the recipient's
address specified in any notice under this Section 4.21 (which shall be
deemed delivered on the date actually delivered).
(h) If any Offer Notice or Re-Offer Notice is delivered pursuant
to this Section 4.21, the Company shall comply with all requirements
under the TIA and state and Federal securities laws applicable to the
offer made thereby and the issuance and sale of the Replacement Senior
Secured Debentures pursuant thereto.
(i) Notwithstanding anything to the contrary contained in this
Indenture, as amended and supplemented from time to time, the Company and
the Holders of the Notes acknowledge that the Trustee shall have no duty,
responsibility or liability hereunder or under any other instrument,
notice, agreement, disclosure or offering document or any other document
whatsoever, including without limitation the Replacement Senior Secured
Debentures, for (x) any determination by the Company of, or the validity
or sufficiency for any purpose of any notice to or from, the Holders, the
Requesting Holders, the Holders Entitled to Purchase, the Fully Accepting
Holders, the Purchasing Holders, any holder as of any date of any
beneficial or other interest in the Notes or any holder as of any date of
any interest in the Replacement Senior Secured Debentures; (y) the
sufficiency, validity, adequacy of consideration for, or the priority
or maintenance of priority of the security for, the Replacement Senior
Secured Debentures. The Trustee further shall have no responsibility, duty
or liability, either in its individual or any fiduciary capacity, to
any holder of any interest in the Replacement Senior Secured Debentures,
its successors or assigns; and (z) the determination, verification,
adequacy, materiality or sufficiency of any information which the Company
discloses or fails, for any reason, to disclose to any person in
connection with the issuance and sale of the Replacement Senior Secured
Debentures. In furtherance and not in limitation of this paragraph, the
Trustee shall have no duty, responsibility or liability to the persons
named herein, whether or not a Default or an Event of Default shall
have occurred under this Indenture and whether or not a default or event
of default, however defined thereunder,
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shall have occurred under any Replacement Senior Secured Debentures.
The Company and the Holders further acknowledge that the delivery
to the Trustee of copies of any notices under this Second Supplemental
Indenture is for informational purposes only, and that the Trustee shall
have no duty to any person to examine, and may rely conclusively upon,
the contents, validity and sufficiency of any such notice.
Prior to the issuance and sale of any Replacement Senior Secured
Debentures, the Company shall use reasonable commercial efforts to
provide to the Trustee, together with any other opinions and Officer's
Certificates otherwise required hereunder or under this Indenture and at
the sole expense of the Company, an opinion of counsel to the Company on
which the Trustee can rely to the effect that any such issuance and sale
is in compliance with the securities laws of the United States,
including without limitation the TIA as then in effect."
3. Article Four of the Indenture is hereby amended by adding at the end
thereof a new Section 4.22, which shall read in its entirety as follows:
"SECTION 4.22. CERTAIN ACTIONS AFTER JANUARY 31, 1998
(a) Within the period of approximately 18 months beginning on
January 31, 1998 and ending on July 31, 1999, the Company shall complete
one of the following (the choice of which shall be at the option of the
Company); (i) the indefeasible redemption of not less than
U.S.$25,000,000 aggregate principal amount of the Senior Secured
Debentures (otherwise than in connection with the issuance of Replacement
Senior Secured Debentures pursuant to Section 4.21); (ii) the issuance
and sale of shares of Common Stock, or shares, options, warrants or
similar rights convertible into Common Stock, of the Company in one or
more transactions pursuant to which the Company shall have received
aggregate net cash proceeds (after payment of expenses, commissions and
the like (including, without limitation, brokerage, legal, accounting and
investment banking fees and commissions) incurred in connection
therewith) of not less than U.S.$25,000,000; or (iii) the amendment of
the terms of the Notes solely to increase the interest rate payable on
the Notes from and after August 1, 1999 by 50 basis points, to 11.5% per
annum, without cost of any kind to the Holders; PROVIDED, HOWEVER, that
if at any time prior to or within five Business Days after July 31, 1999,
the Company delivers to the Trustee an Officer's Certificate stating
that, as of the date of such Officer's
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Certificate, the Company is permitted to Incur Indebtedness in addition
to Permitted Indebtedness pursuant to Section 4.12(b) (assuming for
purposes of such Officer's Certificate that, as of such date, the
applicable Consolidated Fixed Charge Coverage Ratio of the Company set
forth in Section 4.12(b) (ii)(x) is 2.5 to 1.0), the covenant set forth
in this Section 4.22 shall be deemed satisfied notwithstanding that the
Company may not have completed any of the actions set forth in clauses
(i) through (iii) above. The Trustee shall mail a copy of any Officer's
Certificate received by it pursuant to this Section 4.22(a) to each
Holder within five Business Days after the Trustee's receipt thereof, by
first class mail to such Holder's address as set forth in the
Registrar's books.
(b) In the event that, on or prior to the fifth Business Day after
July 31, 1999, the Company has not completed any of the actions
set forth in Sections 4.22(a)(i) through (iii), and the Company has not
delivered the Officer's Certificate referred to in Section 4.22(a), then
the interest rate payable on the Notes shall automatically, and without
any action on the part of any Holder, increase by 50 basis points, to
11.5% per annum, commencing and effective on August 1, 1999. Within five
Business Days after such increase, the Company shall deliver to the
Trustee an Officer's Certificate to the foregoing effect. The Trustee
shall mail a copy of any Officer's Certificate received by it pursuant
to this Section 4.22(b) to each Holder within five Business Days after
the Trustee's receipt thereof, by first class mail to such Holder's
address as set forth in the Registrar's books."
4. Clause (vi) of the definition of "Permitted Indebtedness" contained in
Section 4.12 of the Indenture is hereby deleted in its entirety and
replaced with the following:
"(vi) additional Indebtedness of the Company if, and to the extent
that, the principal amount of the Senior Secured Debentures is
repaid so that, to the extent the Company repays obligations under
the Senior Secured Debentures, in whole or in part, the Company may
Incur additional Indebtedness under this clause in aggregate
principal amounts which, as of the date of Incurrence, when added
to the principal amounts of Senior Secured Debentures then
outstanding (if any) do not exceed the aggregate of Cdn.$19,500,000
and U.S.$30,700,000; PROVIDED, HOWEVER, that if the Company issues
and sells Replacement Senior Secured Debentures concurrently with
the repayment in whole of the obligations under the Senior Secured
Debentures, the obligations under the Senior Secured Debentures,
the Company may Incur additional Indebtedness under this clause in
connection with such issuance and sale in an aggregate principal
amount which, as of the date of
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Incurrence, does not exceed the Minimum Amount as defined in
Section 4.21 hereof."
5. The Indenture is hereby amended and supplemented in every respect
to the extent necessary to give effect to all sections of this Second
Supplemental Indenture and conform the Indenture thereto.
6. This Second Supplemental Indenture is entered into, and the amendments
and supplements contained herein are made, pursuant to the provisions
of Section 9.02 of the Indenture. On or prior to the date of this
Second Supplemental Indenture, the Company has delivered to the Trustee
an Officer's Certificate and an Opinion of Counsel, in each case
stating the matters required to be stated therein pursuant to Sections
9.07, 13.04 and 13.05 of the Indenture and to the effect that all
conditions precedent to be performed by the Company provided for in the
Indenture relating so this Second Supplemental Indenture have been
complied with.
7. The Company hereby represents and warrants that:
(a) The execution, delivery and performance by the Company of this
Second Supplemental Indenture have been duly authorized by all
necessary corporate action on the part of the Company; and this Second
Supplemental Indenture has been duly executed and delivered by the
Company and constitutes a valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms, subject
to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability now or hereafter
in effect relating to or affecting creditors' rights and to general
equity principles.
(b) The execution, delivery and performance by the Company of this
Second Supplemental Indenture do not and will not (i) conflict with or
result in a breach of the terms, conditions or provisions of, (ii)
constitute a default under, (iii) give any Person the right to
accelerate any obligation under, or (iv) result in a violation of, (x)
the constituent documents of the Company, (y) any law, statute, rule,
regulation, instrument, order, judgment or decree to which the Company
is subject, or (z) any agreement, note, mortgage, indenture,
arrangement or other obligation to which the Company is a party or by
which it is bound.
On or prior to the date of this Second Supplemental Indenture, the
Company has delivered to the Trustee, for the benefit of the Holders of
the Notes, an Opinion of Counsel, stating the matters required to be
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stated in an Opinion of Counsel pursuant to Section 13.05 of the Indenture
and to the effect set forth in subsections (a) and (b) above (and in
giving such opinion, counsel may rely on an Officer's Certificate as to
the matters set forth in clause (z) of subsection (b) above) and to the
effect that this Second Supplemental Indenture complies with the TIA
(as defined in the Indenture) as in effect on the date thereof.
8. For purposes of this Second Supplemental Indenture, the Company hereby
affirms its duty to indemnify and hold the Trustee harmless pursuant to
Section 7.07 of the Indenture. Nothing herein shall be read or interpreted
to limit or otherwise adversely affect the Trustee's rights, protections
and immunities under the Indenture, as amended and supplemented from time
to time.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed and effective, all as of the
date first written above.
ROYAL OAK MINES INC.
By
-----------------------------
Name:
Title:
CHASE MANHATTAN TRUST COMPANY,
NATIONAL ASSOCIATION, as Trustee
By
-----------------------------
Name:
Title:
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