AMENDMENT TO RIGHTS AGREEMENT
Amendment No. 1 (this "Amendment"), dated as of
December 8, 1996, to the Rights Agreement (the "Rights
Agreement"), dated as of January 26, 1995, 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, Homestake Mining Company,
a Delaware corporation ("Parent"), and HMGLD Corp., a
Delaware corporation and a wholly owned subsidiary of
Parent ("Sub"), have proposed to enter 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 1.115 shares of common stock of Parent,
subject ot 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 Homestake Mining Company ("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 December 8, 1996,
including any amendment or supplement thereto (the
"Merger Agreement") among Parent, HMGLD 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 By /s/ Xxxxxxx X. Xxxxx
------------------ -----------------------
Name: Xxxxx Xxxxx Name: Xxxxxxx X. Xxxxx
Title: Secretary Title: Chairman, President
and Chief Executive
Officer
Attest: XXXXXX TRUST AND SAVINGS
BANK
By /s/ Xxxxx X. Xxxxxxxx By /s/ Xxxxx X. Xxxxxx
------------------------ ----------------------
Name: Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxx
Title: Vice President Title: Assistant Vice
President
