AMENDMENT NO. 4, dated as of June 21, 2000 ("this Amendment"), to the
Rights Agreement, dated as of November 10, 1988, as amended and restated as of
July 19, 1996 and as further amended as of November 10, 1998 (the "Rights
Agreement"), between Battle Mountain Gold Company, a Nevada corporation (the
"Company"), and The Bank of New York (the "Rights Agent").
WHEREAS, the parties desire to amend the Rights Agreement; and
WHEREAS, the Distribution Date under, and as defined in, the Rights
Agreement has not occurred.
NOW THEREFORE, at the direction of the Company given in accordance with
Section 26 of the Rights Agreement, the Company and the Rights Agent hereby
agree as follows:
1. All capitalized terms used in this Amendment and not otherwise
defined herein shall have the meanings ascribed to them in the Rights Agreement.
2. Paragraph (a) of Section 1 of the Rights Agreement is hereby amended
by adding thereto the following sentence: Notwithstanding the foregoing or any
other provision of this Agreement, neither Newmont Mining Corporation, a
Delaware corporation ("Newmont"), or any Affiliate of Newmont shall be deemed to
be an Acquiring Person, and no Shares Acquisition Date or Distribution Date
shall occur or be deemed to occur, by reason of the execution, delivery, public
announcement or performance of the Agreement and Plan of Merger dated as of June
21, 2000 (the "Merger Agreement") by and between Newmont and the Company, the
Canadian Arrangement Agreement (as defined in the Merger Agreement) or the
Support/Voting Agreement by and between Noranda Inc. and Newmont, dated as of
June 21, 2000 (the "Voting Agreement"), so long as neither Newmont nor any
controlled Affiliate of Newmont becomes the Beneficial Owner of any shares of
Common Stock other than (i) pursuant to the Merger Agreement or said Canadian
Arrangement Agreement, (ii) shares of Common Stock beneficially owned by Newmont
or any controlled Affiliate of Newmont on the date hereof, (iii) shares of
Common Stock of which Newmont or any controlled Affiliate of Newmont
inadvertently becomes the beneficial owner after the date hereof, provided that
the number of shares of Common Stock does not exceed one- half of one percent of
the shares of Common Stock then outstanding and that Newmont or such controlled
Affiliate, as the case may be, divests itself of such shares as soon as
practicable after learning of such beneficial ownership or (iv) at any time
following the Effective Time of the Merger (as defined in the Merger Agreement).
3. Section 11(a)(ii)(B) of the Rights Agreement is hereby amended by
adding thereto the following proviso: PROVIDED, HOWEVER, that notwithstanding
anything to the contrary contained herein, neither the execution, delivery,
public announcement or performance of the Merger Agreement, the Canadian
Arrangement Agreement or the Voting Agreement shall be deemed to constitute an
event described in this clause (B).
2
4. This Amendment shall take effect upon the execution and delivery of
the Merger Agreement.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed
and their respective corporate seals to be affixed and attested, all as of the
day specified in paragraph 4 immediately above.
BATTLE MOUNTAIN GOLD COMPANY
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Vice President and General Counsel
ATTEST:
/s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title:
[Seal]
THE BANK OF NEW YORK
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Vice President
ATTEST:
/s/ Xxx Xxxxx
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Name: Xxx Xxxxx
Title: Vice President
[Seal]
