0000912282-08-000449 Sample Contracts

NOVAGOLD RESOURCES INC. as Issuer AND THE BANK OF NEW YORK as Trustee Supplemental Indenture No. 1 Dated as of March 26, 2008 to Indenture Dated as of March 26, 2008 5.50% Senior Convertible Notes due 2015
Supplemental Indenture • March 26th, 2008 • Novagold Resources Inc • Gold and silver ores • New York

SUPPLEMENTAL INDENTURE NO. 1, dated as of March 26, 2008, between NOVAGOLD RESOURCES INC., a corporation duly organized and existing under the laws of the Province of Nova Scotia, as Issuer (herein called the "Company"), having its principal office at Suite 2300, 200 Granville Street, Vancouver, British Columbia, Canada V6C 154 (Facsimile No. (604) 669-6272), and THE BANK OF NEW YORK, a New York banking corporation, as Trustee (herein called the "Trustee").

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