AMENDMENT TO RIGHTS AGREEMENT
Amendment No. 2 (this "Amendment"), dated as of
March 10, 1997, to the Rights Agreement (the "Rights
Agreement"), dated as of January 26, 1995, as amended as
of December 8, 1996, between Santa Fe Pacific Gold
Corporation, a Delaware corporation (the "Company"), and
Xxxxxx Trust and Savings Bank, an Illinois banking
corporation (the "Rights Agent").
WHEREAS, the Company, Newmont Mining Corporation, a
Delaware corporation ("Parent"), and Midtown Two Corp., a
Delaware corporation and a wholly owned subsidiary of
Parent ("Sub"), are entering into an Agreement and Plan
of Merger (the "Merger Agreement") pursuant to which,
among other things, Sub will merge into the Company (the
"Merger") and each outstanding share of common stock of
the Company will be converted into the right to receive
shares of common stock of Parent, subject to the terms
and conditions of the Merger Agreement;
WHEREAS, the Company and the Rights Agent desire to
amend the Rights Agreement to render the Rights
inapplicable to the Merger and the other transactions
contemplated by the Merger Agreement;
WHEREAS, Section 27 of the Rights Agreement permits
the Company from time to time to supplement and amend the
Rights Agreement;
NOW, THEREFORE, in consideration of the foregoing
and the agreements, provisions and covenants herein
contained, the parties agree as follows:
1. Section 1 of the Rights Agreement is hereby
amended by adding the following new paragraph at the end
of Section 1:
"Notwithstanding anything in this Agreement that
might otherwise be deemed to the contrary, neither
Newmont Mining Corporation ("Parent") nor any of its
Affiliates or Associates shall be deemed an
Acquiring Person and none of a Distribution Date,
Shares Acquisition Date or Triggering Event shall be
deemed to occur, in each such case, by reason of the
approval, execution or delivery of the Agreement and
Plan of Merger, dated as of March 10, 1997,
including any amendment or supplement thereto (the
"Merger Agreement") among Parent, Midtown Two Corp.
and the Company, the announcement or consummation of
the Merger (as defined in the Merger Agreement) or
the consummation of the other transactions
contemplated by the Merger Agreement."
2. Clause (i) of Section 7(a) of the Rights
Agreement is hereby amended to read in its entirety as
follows:
"(i) the earlier of the close of business on
February 13, 2005 and immediately prior to the
Effective Time of the Merger (as defined in the
Merger Agreement) (the "Final Expiration Date") or".
3. The Rights Agreement shall not otherwise be
supplemented or amended by virtue of this Amendment, but
shall remain in full force and effect. This Amendment
may be executed in one or more counterparts, all of which
shall be considered one and the same amendment and each
of which shall be deemed an original.
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed and attested, all as
of the day and year first above written.
Attest: SANTA FE PACIFIC GOLD CORPORATION
By /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx By /s/ Xxxxxxx X. Xxxxx
Title: Secretary Name: Xxxxxxx X. Xxxxx
Title: Chairman, President and
Chief Executive Officer
Attest: XXXXXX TRUST AND SAVINGS BANK
By /s/ Xxxxx X. Xxxxxxxx By /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxx
Title: Vice President Title: Assistant Vice
President
