Common use of SUPPLEMENTAL INDENTURES AND SUCCESSOR COMPANIES Clause in Contracts

SUPPLEMENTAL INDENTURES AND SUCCESSOR COMPANIES. 31 7.1 Provision for Supplemental Indentures for Certain Purposes 31 7.2 Successor Companies 32 ARTICLE 8 CONCERNING THE WARRANT AGENT 33 8.1 Trust Indenture Legislation 33 8.2 Rights and Duties of Warrant Agent 33 8.3 Evidence, Experts and Advisers 34 8.4 Securities, Documents and Monies Held by Warrant Agent 35 8.5 Actions by Warrant Agent to Protect Interests 36 8.6 Warrant Agent not Required to Give Security 36 8.7 Protection of Warrant Agent 36 8.8 Replacement of Warrant Agent 37 8.9 Conflict of Interest 38 8.10 Acceptance of Trusts 38 8.11 Warrant Agent not to be Appointed Receiver 38 8.12 Authorization to Carry on Business 38 ARTICLE 9 GENERAL 39 9.1 Notice to the Company and the Warrant Agent 39 9.2 Notice to the Warrantholders 40 9.3 Discretion of Directors 41 9.4 Satisfaction and Discharge of Indenture 41 9.5 Provisions of Indenture and Warrants for the Sole Benefit of Parties and Warrantholders 41 9.6 Counterparts and Formal Date 41 SCHEDULE “A” — FORM OF WARRANT CERTIFICATE A-1 THIS WARRANT INDENTURE dated as of April 15, 2005, B E T W E E N: GOLDCORP INC., a corporation incorporated under the laws of the Province of Ontario, (hereinafter called the “Company”), A N D CIBC MELLON TRUST COMPANY, a trust company incorporated under the laws of Canada, (hereinafter called the “Warrant Agent”).

SUPPLEMENTAL INDENTURES AND SUCCESSOR COMPANIES. 31 42 7.1 Provision for Supplemental Indentures for Certain Purposes 31 42 7.2 Successor Companies 32 43 ARTICLE 8 - CONCERNING THE WARRANT AGENT 33 43 8.1 Trust Indenture Legislation 33 43 8.2 Rights and Duties of Warrant Agent 33 43 8.3 Evidence, Experts and Advisers 34 45 8.4 Securities, Documents and Monies Held by Warrant Agent 35 46 8.5 Actions by Warrant Agent to Protect Interests 36 46 8.6 Warrant Agent not Required to Give Security 36 47 8.7 Protection of Warrant Agent 36 47 8.8 Replacement of Warrant Agent 37 47 8.9 Conflict of Interest 38 49 8.10 Acceptance of Trusts 38 49 8.11 Warrant Agent not to be Appointed Receiver 38 49 8.12 Authorization to Carry on Business 38 49 ARTICLE 9 - GENERAL 39 50 9.1 Notice to the Company and the Warrant Agent 39 50 9.2 Notice to the Warrantholders 40 51 9.3 Discretion of Directors 41 9.4 Satisfaction and Discharge of Indenture 41 9.5 52 9.4 Provisions of Indenture and Warrants for the Sole Benefit of Parties and Warrantholders 41 52 9.5 Indenture to Prevail 52 9.6 Assignment 52 9.7 Counterparts and Formal Date 41 53 SCHEDULE “A” — - FORM OF WARRANT CERTIFICATE A-1 SCHEDULE “B” - FORM OF DECLARATION FOR REMOVAL OF LEGEND B-1 THIS WARRANT INDENTURE dated as of April 15February 28, 2005, 2013 B E T W E E NN : GOLDCORP INCSILVER WHEATON CORP., a corporation incorporated continued under the laws of the Province of Ontario, Ontario (hereinafter called the “Company”), ) A N D CIBC MELLON TRUST CANADIAN STOCK TRANSFER COMPANY, a trust company incorporated under the laws of Canada, (hereinafter called the “Warrant Agent”).) RECITALS

SUPPLEMENTAL INDENTURES AND SUCCESSOR COMPANIES. 31 29 7.1 Provision for Supplemental Indentures for Certain Purposes 31 29 7.2 Successor Companies 32 30 ARTICLE 8 CONCERNING THE WARRANT AGENT 33 30 8.1 Trust Indenture Applicable Legislation 33 30 8.2 Rights and Duties of Warrant Agent 33 30 8.3 Evidence, Experts and Advisers 34 31 8.4 Securities, Documents and Monies Held by Warrant Agent 35 32 8.5 Actions by Warrant Agent to Protect Interests 36 32 8.6 Warrant Agent not Required to Give Security 36 32 8.7 Protection of Warrant Agent 36 33 8.8 Replacement of Warrant Agent 37 33 8.9 Conflict of Interest 38 34 8.10 Acceptance of Trusts 38 Rights, Duties and Obligations 35 8.11 Warrant Agent not to be Appointed Receiver 38 35 8.12 Authorization to Carry on Business 38 35 8.13 Third Party Interests 35 8.14 Not Bound to Act 35 ARTICLE 9 GENERAL 39 35 9.1 Notice to the Company and the Warrant Agent 39 35 9.2 Notice to the Warrantholders 40 37 9.3 Discretion of Directors 41 37 9.4 Satisfaction and Discharge of Indenture 41 37 9.5 Provisions of Indenture and Warrants for the Sole Benefit of Parties and Warrantholders 41 38 9.6 Privacy Legislation 38 9.7 Counterparts and Formal Date 41 38 SCHEDULE “A” — – FORM OF WARRANT CERTIFICATE A-1 A1 THIS AMENDED AND RESTATED WARRANT INDENTURE dated as of April 15August 1, 2005, B E T W E E N2000 X X X X X X X: GOLDCORP INC.PEAK GOLD LTD. (formerly GPJ Ventures Ltd.), a corporation incorporated continued under the laws of the Province of Ontario, British Columbia (hereinafter called the “Company”), ) A N D CIBC MELLON COMPUTERSHARE TRUST COMPANYCOMPANY OF CANADA, a trust company incorporated existing under the federal laws of Canada, Canada (hereinafter called the “Warrant Agent”).

SUPPLEMENTAL INDENTURES AND SUCCESSOR COMPANIES. 31 34 7.1 Provision for Supplemental Indentures for Certain Purposes 31 34 7.2 Successor Companies 32 35 ARTICLE 8 CONCERNING THE WARRANT AGENT 33 35 8.1 Trust Indenture Legislation 33 35 8.2 Rights and Duties of Warrant Agent 33 35 8.3 Evidence, Experts and Advisers 34 36 8.4 Securities, Documents and Monies Held by Warrant Agent 35 38 8.5 Actions by Warrant Agent to Protect Interests 36 38 8.6 Warrant Agent not Required to Give Security 36 38 8.7 Protection of Warrant Agent 36 38 8.8 Replacement of Warrant Agent 37 39 8.9 Conflict of Interest 38 40 8.10 Acceptance of Trusts 38 40 8.11 Warrant Agent not to be Appointed Receiver 38 41 8.12 Authorization to Carry on Business 38 41 ARTICLE 9 GENERAL 39 41 9.1 Notice to the Company and the Warrant Agent 39 41 9.2 Notice to the Warrantholders 40 43 9.3 Discretion of Directors 41 43 9.4 Satisfaction and Discharge of Indenture 41 43 9.5 Provisions of Indenture and Warrants for the Sole Benefit of Parties and Warrantholders 41 44 9.6 Counterparts and Formal Date 41 45 SCHEDULE “AB” — FORM OF WARRANT CERTIFICATE A-1 DECLARATION FOR REMOVAL OF LEGEND B-1 THIS WARRANT INDENTURE dated as of April 15, 2005, B E T W E E N: GOLDCORP INC., a corporation incorporated under the laws of the Province of Ontario, (hereinafter called the “Company”), A N D CIBC MELLON TRUST COMPANY, a trust company incorporated under the laws of Canada, (hereinafter called the “Warrant Agent”).

SUPPLEMENTAL INDENTURES AND SUCCESSOR COMPANIES. 31 34 Section 7.1 Provision for Supplemental Indentures for Certain Purposes 31 34 Section 7.2 Successor Companies 32 35 ARTICLE 8 CONCERNING THE WARRANT AGENT 33 36 Section 8.1 Trust Indenture Applicable Legislation 33 36 Section 8.2 Rights and Duties of Warrant Agent 33 36 Section 8.3 Evidence, Experts and Advisers 34 37 Section 8.4 Securities, Documents and Monies Held by Warrant Agent 35 38 Section 8.5 Actions by Warrant Agent to Protect Interests 36 39 Section 8.6 Warrant Agent not Required to Give Security 36 39 Section 8.7 Protection of Warrant Agent 36 39 Section 8.8 Replacement of Warrant Agent 37 40 Section 8.9 Conflict of Interest 38 41 Section 8.10 Acceptance of Trusts 38 Duties and Obligations 41 Section 8.11 Warrant Agent not to be Appointed Receiver 38 41 Section 8.12 Authorization to Carry on Business 38 41 Section 8.13 Third Party Interests 42 Section 8.14 Not Bound to Act 42 Section 8.15 Warrant Agent not to Expend Own Funds 42 Section 8.16 Privacy 42 ARTICLE 9 GENERAL 39 43 Section 9.1 Notice to the Company and the Warrant Agent 39 43 Section 9.2 Notice to the Warrantholders 40 44 Section 9.3 Discretion of Directors 41 45 Section 9.4 Satisfaction and Discharge of Indenture 41 45 Section 9.5 Provisions of Indenture and Warrants for the Sole Benefit of Parties and Warrantholders 41 45 Section 9.6 Indenture to Prevail 45 Section 9.7 Severability 46 Section 9.8 Force Majeure 46 Section 9.9 Counterparts and Formal Date 41 46 SCHEDULE “A” — FORM OF WARRANT CERTIFICATE A-1 SCHEDULE “B” FORM OF DECLARATION FOR REMOVAL OF LEGEND B-1 THIS WARRANT INDENTURE dated as of April 15June 14, 2005, 2016 B E T W E E N: GOLDCORP INC.AMERICAS SILVER CORPORATION , a corporation company incorporated under the laws of the Province of Ontario, Canada Business Corporations Act (hereinafter called the “Company”), A N D CIBC MELLON ) COMPUTERSHARE TRUST COMPANYCOMPANY OF CANADA, a trust company incorporated existing under the laws of Canada, Canada and registered to carry on business in the Province of Ontario (hereinafter called the “Warrant Agent”).

SUPPLEMENTAL INDENTURES AND SUCCESSOR COMPANIES. 31 32 7.1 Provision for Supplemental Indentures for Certain Purposes 31 32 7.2 Successor Companies 32 33 ARTICLE 8 CONCERNING THE WARRANT AGENT 33 8.1 Trust Indenture Legislation 33 8.2 Rights and Duties of Warrant Agent 33 8.3 Evidence, Experts and Advisers 34 35 8.4 Securities, Documents and Monies Held by Warrant Agent 35 36 8.5 Actions by Warrant Agent to Protect Interests 36 8.6 Warrant Agent not Required to Give Security 36 37 8.7 Protection of Warrant Agent 36 37 8.8 Replacement of Warrant Agent 37 38 8.9 Conflict of Interest 38 39 8.10 Acceptance of Trusts 38 39 8.11 Warrant Agent not to be Appointed Receiver 38 39 8.12 Authorization to Carry on Business 38 39 ARTICLE 9 GENERAL 39 9.1 Notice to the Company and the Warrant Agent 39 9.2 Notice to the Warrantholders 40 41 9.3 Discretion of Directors 41 42 9.4 Satisfaction and Discharge of Indenture 41 42 9.5 Provisions of Indenture and New Warrants for the Sole Benefit of Parties and Warrantholders 41 43 9.6 Counterparts and Formal Date 41 SCHEDULE “A” — FORM OF WARRANT CERTIFICATE A-1 43 THIS WARRANT INDENTURE dated as of April 15July 24, 2005, 2008 B E T W E E N: GOLDCORP INCSILVER WHEATON CORP., a corporation incorporated continued under the laws of the Province of Ontario, Ontario (hereinafter called the “Company”), ) A N D CIBC MELLON TRUST COMPANY, a trust company incorporated existing under the laws of Canada, Canada (hereinafter called the “Warrant Agent”).