GOLDCORP INC. Purchase AgreementGoldcorp Inc • June 8th, 2009 • Gold and silver ores • New York
Goldcorp Inc., an Ontario corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $750,000,000 principal amount of its 2.00% Convertible Senior Notes due 2014 (the “Underwritten Securities”) and, at the option of the Initial Purchasers solely for the purpose of covering over-allotments which may be made in connection with the distribution of the Underwritten Securities, up to an additional $112,500,000 principal amount of its 2.00% Convertible Senior Notes due 2014 (the “Option Securities”) if and to the extent that the Initial Purchasers shall have determined to exercise the option to purchase such Option Securities in accordance with the terms of Section 2 hereof. The Underwritten Securities and the Option Securities are herein referred to as the “Securities”. The Securities will be convertible into Common Shares (the “Underlying
GOLDCORP INC. AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of June 5, 2009 2.00% Convertible Senior Notes due 2014Goldcorp Inc • June 8th, 2009 • Gold and silver ores • New York
INDENTURE dated as of June 5, 2009 between Goldcorp Inc., an Ontario corporation, as issuer (hereinafter sometimes called the “Company”, as more fully set forth in Section 1.01) and Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, as trustee (hereinafter sometimes called the “Trustee”, as more fully set forth in Section 1.01).
