Exhibit 4.2
EXECUTION COPY
AMENDMENT NO. 1 dated as of June 24, 2001,
to the Rights Agreement dated as of December 3,
1998 (the "Rights Agreement"), among HOMESTAKE
CANADA INC., an Ontario corporation (the
"Company"), HOMESTAKE MINING COMPANY, a Delaware
corporation ("HMC") and COMPUTERSHARE TRUST COMPANY
OF CANADA, as Rights Agent (the "Rights Agent").
WHEREAS, pursuant to Section 26 of the Rights Agreement, any amendment
or supplement to the Rights Agreement duly approved by the Company that does not
amend Sections 19, 20, 21 or 22 in a manner adverse to the Rights Agent shall
become effective immediately upon execution by the Company, whether or not also
executed by the Rights Agent.
NOW, THEREFORE, pursuant to the terms of the Rights Agreement and in
accordance with Section 26 thereof, the following actions are hereby taken prior
to executing the Merger Agreement referred to below:
Section 1. Amendments to Rights Agreement. The Rights Agreement is
hereby amended as follows:
(a) Clause (i) of the first sentence of Section 7(a) of the Rights
Agreement is amended and restated to read in its entirety as follows:
"(i) the earlier of (1) the Close of Business on October 15,
2007 and (2) immediately prior to the Effective Time of the
Merger (such earlier time being the "Expiration Date"), or
".
(b) The following definitions shall be added to Section 1 of the
Rights Agreement:
"Effective Time of the Merger" has the meaning set forth in
the Merger Agreement.
"Merger Agreement" means the Agreement and Plan of Merger
dated as of June 24, 2001, among Xxxxxxx Gold Corporation,
Havana Acquisition Inc. and Homestake Mining Company.
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Section 2. Full Force and Effect. Except as expressly amended hereby,
the Rights Agreement shall continue in full force and effect in accordance with
the provisions thereof on the date hereof.
Section 3. Governing Law. This Amendment shall be governed by and
construed in accordance with the law of the State of Delaware applicable to
contracts to be made and performed entirely within such State.
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IN WITNESS WHEREOF, the Company and the Rights Agent have caused this
Amendment to be duly executed as of the day and year first above written.
HOMESTAKE CANADA INC.,
by: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
Title: Vice President
HOMESTAKE MINING COMPANY,
by: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
Title: Vice President
COMPUTERSHARE TRUST COMPANY
OF CANADA, as Right Agent,
by:
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Name:
Title:
