BATTLE MOUNTAIN GOLD CO, S-3, 1999-10-01

BATTLE MOUNTAIN GOLD CO
S-3, 1999-10-01
GOLD AND SILVER ORES

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 1, 1999

REGISTRATION NO. 333-______

================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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BATTLE MOUNTAIN GOLD COMPANY
(Exact name of registrant as specified in its charter)

NEVADA 76-0151431
<S> <C>
(State or other jurisdiction of incorporation (I.R.S. Employer Identification
or organization) Number)

GREG V. ETTER
333 CLAY STREET, 42ND FLOOR 333 CLAY STREET, 42ND FLOOR
HOUSTON, TEXAS 77002 HOUSTON, TEXAS 77002
(713) 650-6400 (713) 650-6400
(Address, including zip code, and telephone (Name, address, including zip code, and
number, including Area code, of registrant's telephone number, including area code,
principal executive offices) of agent for service)
</TABLE>

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COPY TO:

GEOFFREY K. WALKER
MAYOR, DAY, CALDWELL & KEETON, L.L.P.
700 LOUISIANA, SUITE 1900
HOUSTON, TEXAS 77002-2778

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after this registration statement becomes effective.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, check the following
box and list the Securities Act of 1933 registration statement number of the
earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act of 1933 registration statement number of the earlier effective
registration statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]

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CALCULATION OF REGISTRATION FEE

===================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED(1)(2)(6)(7) REGISTERED(2) UNIT(3)(4) PRICE(4)(5) REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock and Related Preferred Share Purchase Rights,
Common Stock Purchase Rights, Preferred Stock, Depositary $150,000,000 $41,700
Shares, Debt Securities and Warrants of Battle Mountain
Gold Company
===================================================================================================================================
</TABLE>

(1) This registration statement also covers such common stock and related
preferred share purchase rights, common stock purchase rights, preferred
stock, depositary shares, debt securities and warrants that may be issued in
exchange for, or upon conversion of, as the case may be, the securities
registered hereunder. In addition, any securities registered hereunder may
be sold separately or as units with other securities registered hereunder.
(2) In no event will the aggregate initial offering price of common stock and
related preferred share purchase rights, common stock purchase rights,
preferred stock, depositary shares, debt securities and warrants issued
under this registration statement exceed $150,000,000, or the equivalent
thereof in one or more foreign currencies or composite currencies.
(3) Not specified as to each class of securities to be registered pursuant to
General Instruction II.D of Form S-3 under the Securities Act of 1933.
(4) The proposed maximum offering price per unit will be determined from time to
time by Battle Mountain Gold Company in connection with, and at the time of,
the issuance by Battle Mountain Gold Company of the securities registered
hereunder.
(5) Estimated solely for the purposes of computing the registration fee pursuant
to Rule 457(o) of the Securities Act of 1933.
(6) Subject to footnote (2), this registration statement covers an indeterminate
amount of debt securities (a) as may be sold from time to time by the
registrant at an original issue discount and (b) as may be issuable from
time to time upon the conversion of securities registered hereby.
(7) This registration statement also applies to rights under Battle Mountain
Gold Company's Stockholders' Rights Plan, which are attached to and
tradeable only with the common stock registered hereby. No registration fees
are required for such rights and the shares underlying such rights because
they will be issued for no additional consideration.

-----------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
================================================================================

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[SIDE LEGEND]

The information in this preliminary prospectus is not complete and may be
changed. These securities may not be sold until the registration statement filed
with the Securities and Exchange Commission is effective. This preliminary
prospectus is not an offer to sell nor does it seek an offer to buy these
securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER 1, 1999.

$150,000,000

BATTLE MOUNTAIN GOLD COMPANY

COMMON STOCK
COMMON STOCK PURCHASE RIGHTS
PREFERRED STOCK
DEPOSITARY SHARES
DEBT SECURITIES
WARRANTS

---------------

Battle Mountain Gold Company may from time to time issue up to a total
of $150,000,000 of its common stock and related preferred share purchase rights,
common stock purchase rights, preferred stock, depositary shares, debt
securities and/or warrants. We will refer to the foregoing securities issued by
Battle Mountain Gold Company as the "securities." The accompanying prospectus
supplement will specify the terms of the securities.

---------------

Battle Mountain Gold Company may offer, sell or otherwise distribute
these securities directly, and to or through underwriters, and also to other
purchasers or through agents. The accompanying prospectus supplement will
specify the names of these underwriters or agents.

---------------

Neither the Securities and Exchange Commission nor any other
regulatory body has approved or disapproved of these securities or passed
upon the accuracy or adequacy of this prospectus. Any representation to the
contrary is a criminal offense.

---------------

This prospectus may not be used to sell securities unless it is accompanied
by a prospectus supplement.

---------------

Prospectus dated _________, 1999.

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TABLE OF CONTENTS

<S> <C>
About This Prospectus..............................................................1

Where You Can Find More Information................................................1

Battle Mountain Gold Company.......................................................2

Ratios of Earnings to Fixed Charges and Ratios of Earnings
to Combined Fixed Charges and Preferred Stock Dividends............................2

Use of Proceeds....................................................................3

The Securities We May Offer........................................................4

Description of Capital Stock.......................................................4

Description of Depositary Shares..................................................13

Description of Debt Securities....................................................15

Description of Warrants...........................................................24

Book-Entry Securities.............................................................25

Plan of Distribution..............................................................27

Legal Matters.....................................................................28

Experts .........................................................................28
</TABLE>

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission utilizing a "shelf" registration process.
Under this shelf process, we may sell any combination of the securities
described in this prospectus in one or more offerings up to a total dollar
amount of $150,000,000. This prospectus provides you with a general description
of the securities we may offer. Each time we offer to sell securities, we will
provide a prospectus supplement that will contain specific information about the
terms of that offering. The prospectus supplement may also add, update or change
information contained in this prospectus. This prospectus, together with
applicable prospectus supplements, will include or refer you to all material
information relating to each offering.

IN THIS PROSPECTUS AND THE ACCOMPANYING PROSPECTUS, WE REFER TO BATTLE
MOUNTAIN GOLD COMPANY AND ITS SUBSIDIARIES AS "WE," "US," "OUR" OR "BATTLE
MOUNTAIN GOLD" UNLESS THE CONTEXT INDICATES OTHERWISE.

WHERE YOU CAN FIND MORE INFORMATION

Battle Mountain Gold files annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission.
These Securities and Exchange Commission filings are available to the public
over the Internet at the Securities and Exchange Commission's web site at
http://www.sec.gov. You may also read and copy any document we file at the
Securities and Exchange Commission's public reference rooms located at:

- 450 Fifth Street, N.W.
Washington, D.C. 20549;

- 7 World Trade Center
New York, New York 10048; and

- Citicorp Center
500 West Madison Street
Chicago, Illinois 60661.

Please call the Securities and Exchange Commission at 1-800-SEC-0330
for further information on the public reference rooms and their copy charges.

Battle Mountain Gold's common stock and preferred stock have been
listed and traded on the New York Stock Exchange since 1987 and 1993,
respectively. Accordingly, you may inspect the information we file with the
Securities and Exchange Commission at the New York Stock Exchange, 20 Broad
Street, New York, New York 10005.

The Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with them, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is an important part of this prospectus,
and information that we file later with the Securities and Exchange Commission
will automatically update and supersede earlier information. We incorporate by
reference the documents listed below as well as any future filings made with the
Securities and Exchange Commission by Battle Mountain Gold under Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, until we
sell all of the securities:

- Annual Report on Form 10-K for the year ended December 31, 1998 (the
"1998 10-K");

- Annual Report on Form 10-K/A for the year ended December 31, 1998;

- Proxy Statement on Schedule 14A dated March 26, 1999;

- Quarterly Report on Form 10-Q for the three months ended March 31,
1999 (the "1999 First Quarter 10-Q");

- Quarterly Report on Form 10-Q for the six months ended June 30, 1999
(the "1999 Second Quarter 10-Q");

- Current Report on Form 8-K dated March 26, 1999;

- Current Report on Form 8-K dated May 21, 1999;

- Current Report on Form 8-K dated August 19, 1999;

- Current Report on Form 8-K dated September 3, 1999;

- the description of our Common Stock contained in our Registration
Statement on Form 8-A dated August 12, 1987 (as amended by a Form
8 dated April 24, 1991 and a Form 8-A/A dated August 26, 1996);

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- the description of our preferred stock purchase rights associated
with the Common Stock contained in our Registration Statement on
Form 8-A dated November 15, 1988 (as amended by a Form 8 dated
November 29, 1988, Form 8-A/A dated August 26, 1996 and Form
8-A/A dated November 18, 1998); and

- the description of the $3.25 Convertible Preferred Stock contained
in the information under the caption "Description of Capital
Stock-Preferred Stock-Convertible Preferred Stock," set forth on
pages 39-43 in the prospectus dated May 13, 1993, filed pursuant
to Rule 424(b) under the Securities Act of 1933, as amended, in
connection with the Registration Statement on Form S-3,
Registration No. 33-60240, filed by us.

Each of these documents is available from the Securities and Exchange
Commission's web site and public reference rooms described above. You may also
request a copy of these filings, excluding exhibits, at no cost by writing or
telephoning Greg V. Etter, Corporate Secretary, at our principal executive
office, which is:

Battle Mountain Gold Company
333 Clay Street, 42nd Floor
Houston, Texas 77002
(713) 650-6400

You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone to provide you with different information.

We are not making an offer of the securities covered by this prospectus
in any state where the offer is not permitted. You should not assume that the
information in this prospectus or any prospectus supplement or in any other
document incorporated by reference in this prospectus is accurate as of any date
other than the date on the front of those documents.

BATTLE MOUNTAIN GOLD COMPANY

Battle Mountain Gold is a Nevada corporation formed in 1985 and
headquartered in Houston, Texas. We are engaged in the mining and processing of
gold and silver ore in the United States, Canada, Bolivia and Australia and in
the exploration, evaluation and development of precious metals properties
primarily in Latin America, Australia, Canada and the United States. Battle
Mountain Gold's common stock is traded principally on the New York Stock
Exchange.

We hold interests in many of our properties through operating
subsidiaries, such as Battle Mountain Canada Ltd., a Canadian company that is a
wholly-owned subsidiary, and Empresa Minera Inti Raymi S.A., a Bolivian company
that is 88%-owned. The properties referred to in this prospectus, in any
prospectus supplement or in any other document incorporated by reference in this
prospectus may be held by our subsidiaries. We treat all operations as one line
of business.

RATIOS OF EARNINGS TO FIXED CHARGES AND RATIOS OF EARNINGS
TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

Our ratios of earnings to fixed charges are set forth in the table
below, or for years in which fixed charges exceeded earnings, in the table
following:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, SIX MONTHS ENDED JUNE 30,
---------------------------------------- -------------------------
1994 1995 1996 1997 1998 1998 1999
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
7.44 2.84 n/a n/a n/a n/a n/a
</TABLE>

The amounts by which fixed charges exceeded earnings are set forth in
the table below in millions of dollars. Earnings were inadequate to cover fixed
charges in these periods primarily as a result of asset write-downs and other
non-cash charges.

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Our ratios of earnings to fixed charges were computed based on:

- "earnings," which consist of consolidated income or losses from
continuing operations plus income taxes and fixed charges, except
capitalized interest; and

- "fixed charges," which consist of consolidated interest on
indebtedness, including capitalized interest, amortization of debt
discount and expense, and the estimated portion of rental expense
attributable to interest.

Our ratios of earnings to combined fixed charges and preferred stock
dividends are set forth in the table below, or for years in which combined fixed
charges and preferred stock dividends exceeded earnings, in the table following:

The amounts by which combined fixed charges and preferred stock
dividends exceeded earnings are set forth in the table below in millions of
dollars. Earnings were inadequate to cover combined fixed charges and preferred
stock dividends in these periods primarily as a result of asset write-downs and
other non-cash charges.

Our ratios of earnings to combined fixed charges and preferred stock
dividends were computed based on:

- "earnings," which consist of consolidated income or losses from
continuing operations plus income taxes, preferred stock dividends
and fixed charges, except capitalized interest; and

- "fixed charges and preferred stock dividends," which consist of
consolidated interest on indebtedness, including capitalized
interest, amortization of debt discount and expense, the estimated
portion of rental expense attributable to interest, and preferred
stock dividends.

On July 19, 1996, Battle Mountain Gold combined with Hemlo Gold Mines
Inc., an Ontario corporation now known as Battle Mountain Canada. The
combination was accounted for as a "pooling of interests." As a result, we
restated our financial information for all periods preceding the combination. In
connection with the combination, each Hemlo Gold share was exchanged for 1.4
shares of a newly issued class of exchangeable shares of Battle Mountain Canada
(I.E., the former Hemlo Gold), and Battle Mountain Gold acquired all of the
common shares of Battle Mountain Canada. The Battle Mountain Canada exchangeable
shares entitle holders to voting rights, dividends and other rights that are the
equivalent of holding shares of Battle Mountain Gold common stock, and they are
exchangeable at the holder's option into Battle Mountain Gold common stock on a
share-for-share basis.

USE OF PROCEEDS

Unless otherwise indicated in an accompanying prospectus supplement, we
expect to use the net proceeds from the sale of the securities for general
corporate purposes, which may include, among other things:

- the repayment of outstanding indebtedness;

- stock and debt repurchases;

- working capital;

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- capital expenditures; and

- acquisitions.

The precise amount and timing of the application of such proceeds will
depend upon our funding requirements and the availability and cost of other
funds.

THE SECURITIES WE MAY OFFER

The descriptions of the securities contained in this prospectus,
together with each applicable prospectus supplement, summarize all the material
terms and provisions of the various types of securities that we may offer. The
particular terms of the securities offered by any prospectus supplement will be
described in that prospectus supplement. If indicated in the applicable
prospectus supplement, the terms of the securities may differ from the terms
summarized below. The prospectus supplement will also contain information, where
applicable, about material U.S. federal income tax considerations relating to
the securities, and the securities exchanges, if any, on which the securities
will be listed.

We may offer, issue, sell or otherwise distribute from time to time, in
one or more offerings or other distributions, one or more of the following:

- common stock and related preferred share purchase rights;

- common stock purchase rights;

- preferred stock;

- depositary shares;

- debt securities; and/or

- warrants.

In this prospectus, we will refer to the common stock and related
preferred share purchase rights, common stock purchase rights, preferred stock,
depositary shares, debt securities and warrants collectively as "securities."
The total dollar amount of all securities that we may issue under this
prospectus will not exceed $150,000,000.

If we issue debt securities at a discount from their original stated
principal amount, then, for purposes of calculating the total dollar amount of
all securities issued under this prospectus, we will treat the initial offering
price of the debt securities as the total original principal amount of the debt
securities.

This prospectus may not be used to issue, offer, sell or otherwise
distribute securities unless it is accompanied by a prospectus supplement.

DESCRIPTION OF CAPITAL STOCK

The following description of Battle Mountain Gold's common stock and
preferred stock, together with the additional information included in any
applicable prospectus supplements, summarizes the material terms and provisions
of these types of securities. For the complete terms of Battle Mountain Gold's
common stock and preferred stock, please refer to its charter, bylaws and
stockholders' rights plan that are incorporated by reference into the
registration statement that includes this prospectus or may be incorporated by
reference in this prospectus. The terms of these securities may also be affected
by the Nevada General Corporation Law.

Under Battle Mountain Gold's charter, its authorized capital stock
consists of 500 million shares of common stock, $0.10 par value per share, 50
million shares of preferred stock, $1.00 par value per share, and one share of
special voting stock, $0.10 par value per share. Battle Mountain Gold will
describe the specific terms of any common stock or preferred stock it may offer
in a prospectus

4
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supplement. If indicated in a prospectus supplement, the terms of any common
stock or preferred stock offered under that prospectus supplement may differ
from the terms described below.

Battle Mountain Gold has the power, at its own option, to attach common
stock purchase rights to our outstanding securities or to distribute common
stock purchase rights to holders of our outstanding securities at one or more
specified future dates. The relevant terms of any of these common stock purchase
rights that may be attached or distributed will be discussed in a prospectus
supplement.

COMMON STOCK

As of August 31, 1999, Battle Mountain Gold had approximately 130.9
million shares of common stock issued and outstanding. Taking into account
exchangeable shares (which are the economic equivalent of shares of common
stock), Battle Mountain Gold would have approximately 229.9 million shares of
common stock outstanding. Each outstanding share of common stock has attached to
it one preferred share purchase right issued under Battle Mountain Gold's
stockholders' rights plan, which is summarized below. The exchangeable shares
have equivalent purchase rights under a separate agreement. All outstanding
shares of common stock are duly authorized, validly issued, fully paid and
nonassessable.

VOTING

For all matters submitted to a vote of stockholders, each holder of
common stock is entitled to one vote for each share registered in the holder's
name. As discussed below, each exchangeable share in effect also entitles its
holder to one vote. Battle Mountain Gold's common stock and exchangeable shares
do not have cumulative voting rights. As a result, subject to the right of
holders of preferred stock to vote for two additional seats on Battle Mountain
Gold's board of directors if dividends are not paid for six quarters, persons
who hold more than 50% of the outstanding common stock and exchangeable shares
can elect all of the directors who are up for election in a particular year.

DIVIDENDS

If Battle Mountain Gold's board of directors declares a dividend,
holders of common stock will receive payments from the funds of Battle Mountain
Gold that are legally available to pay dividends. However, this dividend right
is subject to any preferential dividend rights we may grant to holders of
preferred stock, and is further conditioned on Battle Mountain Canada's paying
an equivalent dividend to holders of exchangeable shares.

LIQUIDATION

If Battle Mountain Gold is dissolved, the holders of common stock, as
well as the holders of Battle Mountain Canada exchangeable shares (which will
automatically be exchanged for Battle Mountain Gold common shares in such
event), will be entitled to share ratably in all the assets that remain after
Battle Mountain Gold pays its liabilities and any amounts owed to holders of
preferred stock.

BATTLE MOUNTAIN GOLD SPECIAL VOTING STOCK

A single share of Battle Mountain Gold special voting stock is issued
and outstanding. Except as otherwise required by law or the Battle Mountain Gold
charter, the share of special voting stock is entitled to a number of votes
equal to the number of outstanding Battle Mountain Canada exchangeable shares,
and may be voted in the election of directors and on all other matters submitted
to a vote of stockholders of Battle Mountain Gold. The votes of the share of
special voting stock are cast in accordance with the votes of the holders of
Battle Mountain Canada exchangeable shares. The Battle Mountain Gold common
stock and the share of special voting stock vote together as a single class
on all matters, except to the extent voting as a separate class is required
by applicable law or the Battle Mountain Gold charter.

The exchangeable shares are automatically exchanged for Battle Mountain
Gold common shares prior to any liquidation, dissolution or winding up of Battle
Mountain Gold, and the holder of the share of special voting stock will not be
entitled to receive any assets of Battle Mountain Gold in such event. The holder
of the share of special voting stock is not entitled to receive dividends from
Battle Mountain Gold. Instead, the holders of exchangeable shares receive
equivalent dividends from Battle Mountain Canada.

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The share of special voting stock is issued to The CIBC Mellon Trust
Company (as successor to The R-M Trust Company), as trustee for the holders of
Battle Mountain Canada exchangeable shares.

At such time as the share of special voting stock has no votes attached
to it because there are no Battle Mountain Canada exchangeable shares
outstanding not owned by Battle Mountain Gold or certain subsidiaries of Battle
Mountain Gold, and there are no shares of stock, debt, options or other
agreements of Battle Mountain Canada that could give rise to the issuance of any
Battle Mountain Canada exchangeable shares to any person (other than Battle
Mountain Gold or some other subsidiaries of Battle Mountain Gold), the share of
special voting stock will be cancelled.

OTHER RIGHTS AND RESTRICTIONS

When Battle Mountain Gold issues shares of common stock, the shares
will be fully paid and nonassessable.

Neither holders of common stock nor holders of exchangeable shares have
preemptive rights, and they have no right to convert their common stock or
exchangeable shares into any other security (other than the right of holders of
exchangeable shares to receive common stock). Any repurchase of common stock by
Battle Mountain Gold or of exchangeable shares by Battle Mountain Canada is
subject to any limitations on the amount available for such purpose under
applicable corporate law, any applicable restrictions under the terms of any
outstanding preferred stock or indebtedness and, in the case of market
purchases, such restrictions on the timing, manner and amount of such purchases
as might apply in the circumstances under applicable securities laws. Battle
Mountain Gold's charter and bylaws do not restrict the ability of a holder of
common stock to transfer shares of common stock, nor is there any similar
restriction on the transfer of exchangeable shares imposed by Battle Mountain
Canada's charter or bylaws.

Section 78.288(2) of the Nevada General Corporation Law prohibits
Battle Mountain Gold from making any distribution, including a dividend on or a
purchase of outstanding shares, if:

- the distribution would render Battle Mountain Gold insolvent; or

- Battle Mountain Gold's total assets are less than its total
liabilities plus the amount needed to satisfy preferential rights
upon dissolution.

In the event a distribution is made in willful or grossly negligent violation of
Section 78.288(2) of the Nevada General Corporation Law, Section 78.3000(2)
provides that the directors responsible would be jointly and severally liable to
Battle Mountain Gold and its creditors for the amount of the distribution or for
any loss to Battle Mountain Gold because of the distribution.

LISTING

Battle Mountain Gold's common stock is listed on the New York Stock
Exchange, the Australian Stock Exchange Limited, the Swiss Stock Exchanges and
the Frankfurt Stock Exchange.

Battle Mountain Canada's exchangeable shares are traded on The Toronto
Stock Exchange.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for Battle Mountain Gold's common
stock is The Bank of New York.

COMMON STOCK PURCHASE RIGHTS

Battle Mountain Gold may periodically attach common stock purchase
rights to our specified outstanding securities (including securities issuable
upon exchange or exercise of rights related to other outstanding securities),
or distribute common stock purchase rights to holders of such securities, at one
or more specified future dates. The specific terms of any common stock purchase
rights will be described in a prospectus supplement on or before the date as of
which the common stock purchase rights are attached to, or distributed to
holders of, our specified outstanding securities.

If any common stock purchase rights are attached to, or distributed to
holders of, our specified outstanding securities, we will then describe in a
prospectus supplement, among other things:

<PAGE>

- the number of common stock purchase rights to be attached or
distributed;

- the specific securities of Battle Mountain Gold to which the common
stock purchase rights are to be attached or to the holders of which
they are to be distributed;

- the record date for determining the securities to which the common
stock purchase rights are to be attached or the holders of
securities to whom the common stock purchase rights are to be
distributed;

- the number of shares of common stock for which each common stock
purchase right may be exercised;

- the subscription price per share of common stock at which, and the
time period or periods during which, each common stock purchase
right may be exercised;

- whether the common stock purchase rights are transferable;

- whether, and if so on what terms and conditions, holders of common
stock purchase rights will have any privilege to subscribe for
shares of common stock as to which other holders of common stock
purchase rights do not fully exercise their subscription rights;

- the material federal income tax consequences of the common stock
purchase rights and the exercise of those rights or of any privilege
to subscribe for shares not purchased by other holders;

- whether there will be any agreement with any standby purchaser to
purchase all or a portion of the shares of common stock not
subscribed for by holders of the common stock purchase rights, and
if so on what terms and conditions;

- the treatment of exercises of common stock purchase rights under our
stockholders' rights plan and any amendments that may be made to
that plan with respect to exercises of those rights;

- where our common stock purchase rights are attached to, or
distributed to holders of, shares of our common stock, the
arrangements that must be made by Battle Mountain Canada for
equivalent exchangeable share purchase rights that will be attached
to, or distributed to holders of, Battle Mountain Canada
exchangeable shares; and

- other terms of the common stock purchase rights and other terms of
the offer and sale of the shares of common stock underlying the
common stock purchase rights.

PREFERRED STOCK

GENERAL

Battle Mountain Gold has 50 million shares of preferred stock
authorized. Battle Mountain Gold's charter authorizes its board of directors to
issue preferred stock in one or more series. For each series, the board of
directors can determine the voting rights (which may be greater or lesser than
the voting rights of the common stock), dividend rights, dividend rates,
conversion rights, redemption rights and terms, liquidation preferences,
including sinking fund rights and terms, the number of shares constituting the
series and the designation of the series.

$3.25 CONVERTIBLE PREFERRED STOCK

Battle Mountain Gold currently has 2.3 million shares of $3.25
convertible preferred stock issued and outstanding.

Holders of convertible preferred stock are entitled to receive, if
declared by the board of directors of Battle Mountain Gold, an annual cash
dividend of $3.25 per share, payable in equal quarterly installments. Except as
required by law or as described in the next sentence, holders of shares of the
convertible preferred stock have no voting rights. If dividends on the
convertible preferred stock are in arrears for at least six full quarterly
dividends, holders of the convertible preferred stock would be entitled (voting
separately as a class together with holders of shares of any one or more other
series of capital stock of Battle Mountain Gold ranking

<PAGE>

on a parity with the convertible preferred stock as to dividends and having
similar voting rights) to elect two additional directors until the dividend
arrearage is eliminated.

Each share of convertible preferred stock is convertible at any time,
at the option of the holder, into shares of Battle Mountain Gold common stock at
a conversion rate of 4.762 shares of Battle Mountain Gold common stock for each
share of convertible preferred stock, subject to adjustment under certain
circumstances.

The convertible preferred stock is redeemable at any time on and after
May 15, 1996, at the option of Battle Mountain Gold, in whole or in part, in
exchange for shares of Battle Mountain Gold common stock at a redemption price
of $52.275 per share of convertible preferred stock, and thereafter at prices
decreasing ratably annually to $50.00 per share on or after May 15, 2003, plus
accrued and unpaid dividends. The number of shares of Battle Mountain Gold
common stock to be issued upon the redemption of any share of convertible
preferred stock will be equal to the then-current redemption price divided by
the lower of:

- the average of the daily closing prices of the Battle Mountain Gold
common stock for the 20 consecutive trading days immediately
preceding the first business day immediately preceding the date of
any applicable redemption notice; or

- the closing price of the Battle Mountain Gold common stock on the
trading day immediately preceding the first business day
immediately preceding the date of any applicable redemption notice.

At no time is the convertible preferred stock redeemable for cash.

In the event of any liquidation, dissolution or winding up of Battle
Mountain Gold, the holders of shares of convertible preferred stock are entitled
to receive a liquidation preference of $50.00 per share, plus an amount equal to
any accrued and unpaid dividends to the date of payment, before any distribution
of assets is made to holders of common stock or any other stock that ranks
junior to the convertible preferred stock as to liquidation rights. The holders
of convertible preferred stock and all series or classes of Battle Mountain
Gold's stock that rank on a parity as to liquidation rights with the convertible
preferred stock are entitled to share ratably, in accordance with the respective
preferential amounts payable on such stock, in any distribution which is not
sufficient to pay in full the aggregate of the amounts payable on such stock.

The convertible preferred stock is listed for trading on the New York
Stock Exchange. The registrar, transfer agent, conversion agent and dividend
disbursing agent for the convertible preferred stock is The Bank of New York.

SERIES A PREFERRED STOCK

The shares of Series A Preferred Stock are authorized for issuance
pursuant to rights that trade with outstanding Battle Mountain Gold common stock
and Battle Mountain Canada exchangeable shares, and are reserved for issuance
upon the exercise of the rights, as discussed below under the caption
"Stockholders' Rights Plan."

UNDESIGNATED PREFERRED STOCK

This summary of the undesignated preferred stock discusses terms and
conditions that Battle Mountain Gold expects will apply to all series of the
preferred stock that may be offered under this prospectus. The applicable
prospectus supplement will describe the particular terms of each particular
series of preferred stock offered. If indicated in the prospectus supplement,
the terms of any series may differ from the terms described below.

The following description, together with the applicable prospectus
supplements, summarizes all the material terms and provisions of any
preferred stock being offered by this prospectus. It does not restate the
terms and provisions in their entirety. Battle Mountain Gold urges you to
read its charter and the applicable certificate of designation because they,
and not this description, define the rights of any holders of preferred
stock. Battle Mountain Gold has filed its charter as an exhibit to the
registration statement which includes this prospectus. Battle Mountain Gold
will incorporate by reference as an exhibit to the registration statement the
form of any certificate of designation before the issuance of any series of
preferred stock.

Battle Mountain Gold expects the prospectus supplement to include some
or all of the following terms:

- the designation of the series of preferred stock;

<PAGE>

- the number of shares of preferred stock offered, the liquidation
preference per share and the offering price of the preferred stock;

- the dividend rate or rates of the shares, the dates at which
dividends, if declared, will be payable, and whether or not the
dividends are to be cumulative and, if cumulative, the date or dates
from which dividends shall be cumulative;

- the amounts payable on shares of the preferred stock in the event of
the voluntary or involuntary liquidation, dissolution or winding up
of Battle Mountain Gold;

- the redemption rights and price or prices, if any, for the shares of
preferred stock;

- any terms, and the amount, of any sinking fund or analogous fund
providing for the purchase or redemption of the shares of preferred
stock;

- any restrictions on Battle Mountain Gold's ability to make payments
on any of its capital stock if dividend or other payments are not
made on the preferred stock;

- any voting rights granted to the holders of the shares of preferred
stock in addition to those required by Nevada law or Battle Mountain
Gold's charter;

- whether the shares of preferred stock will be convertible into
shares of Battle Mountain Gold's common stock or any other class of
its capital stock, and, if convertible, the conversion price or
prices, and any adjustment or other terms and conditions upon which
the conversion shall be made;

- any other rights, preferences, restrictions, limitations or
conditions relative to the shares of preferred stock permitted by
Nevada law or Battle Mountain Gold's charter;

- any listing of the preferred stock on any securities exchange; and

- the federal income tax considerations applicable to the preferred
stock.

Subject to Battle Mountain Gold's charter and to any limitations
imposed by any then-outstanding preferred stock, Battle Mountain Gold may issue
additional series of preferred stock, at any time or from time to time, with
such powers, preferences, rights and qualifications, limitations or
restrictions, as its board of directors determines, and without further action
of its stockholders, including holders of its then-outstanding preferred stock,
if any.

STOCKHOLDERS' RIGHTS PLAN

In November 1998, the board of directors amended Battle Mountain Gold's
stockholders' rights plan to extend and modify the plan that was originally
adopted in November 1988 and amended and restated in July 1996. Under our
stockholders' rights plan, one right is attached to each outstanding share of
common stock. Under a separate agreement, equivalent rights attach to each
exchangeable share. The rights trade automatically with shares of common stock
and exchangeable shares and become exercisable only under certain circumstances
described below.

The purpose of the rights is to encourage potential acquirors to
negotiate with Battle Mountain Gold's board of directors before attempting a
takeover bid and to provide our board of directors with leverage in negotiating
on behalf of our stockholders the terms of any proposed takeover. The rights may
have certain anti-takeover effects. They are not designed to prevent any merger
or other business combination approved by our board of directors.

The following description is a summary of all the material terms of the
stockholders' rights plan. It does not restate these terms in their entirety. We
urge you to read the stockholders' rights plan because it, and not this
description, defines the terms and provisions of our plan. Our plan is an
exhibit to our registration statement on Form 8-A/A, which we filed with the
Securities and Exchange Commission on November 18, 1998 and which is
incorporated by reference as an exhibit to the registration statement that
includes this prospectus. You may obtain a copy at no charge by writing to us at
the address listed under the caption "Where You Can Find More Information."

<PAGE>

EXERCISE OF RIGHTS

Until a right is exercised, the holder of a right will not have any
rights as a stockholder. If the rights become exercisable, holders of the rights
will be able to purchase from Battle Mountain Gold 1/100th of a share of Battle
Mountain Gold's Series A preferred stock, at a purchase price of $60, subject to
adjustment.

In general, the rights will become exercisable upon the earlier of:

- ten calendar days after a public announcement that a person or group
has acquired beneficial ownership of 20% or more of the outstanding
shares of Battle Mountain Gold's common stock; or

- ten business days after the beginning of a tender offer or exchange
offer that would result in a person or group beneficially owning 30%
or more of Battle Mountain Gold's common stock.

For purposes of the rights, beneficial ownership of Battle Mountain
Canada exchangeable shares is treated as beneficial ownership of Battle Mountain
Gold common stock and calculations of percentage ownership, the number of shares
outstanding and related provisions are made on a basis that treats the common
stock and exchangeable shares as though they are the same security.

Noranda, Inc., a Canadian corporation, currently owns beneficially
approximately 28% of Battle Mountain Gold's common stock; however, its ownership
will not cause the rights to be exercisable unless it or any of its affiliates
purchase or otherwise become the beneficial owner of any additional shares of
Battle Mountain Gold common stock; provided that the rights will not be
exercisable if:

- Noranda, together with all of its affiliates, is not then the
beneficial owner of 20% or more of the shares of Battle Mountain
Gold common stock and Battle Mountain Canada exchangeable shares
then outstanding or

- in case Noranda becomes the beneficial owner of such additional
shares as a result of the acquisition of another person or becomes
an affiliate of another person as a result of a bona fide
transaction undertaken primarily for another purpose not related to
the acquisition of beneficial ownership of shares of Battle Mountain
Gold common stock and not for any purpose with any effect of
changing or influencing control of Battle Mountain Gold, Noranda
promptly divests or causes to be divested the additional shares or
the shares owned beneficially by the affiliate.

The rights agreement also provides that neither Noranda's acquisition
of Battle Mountain Gold common stock upon its exchange of exchangeable shares,
nor a transfer by Noranda of all its common stock or exchangeable shares to one
other party, or the subsequent transfer by that party to another single party,
will cause the rights to be exercisable when neither Noranda nor the subsequent
acquiror beneficially owns any additional common stock or exchangeable shares at
the time of the acquisition. The rights will become exercisable if either
Noranda or the subsequent acquiror thereafter becomes the beneficial owner of
any additional exchangeable shares or shares of common stock unless:

- Noranda or the subsequent acquiror, together with that party's
respective affiliates, beneficially owns less than 20% of total
outstanding shares of common stock and exchangeable shares then
outstanding; or

- Noranda's or the subsequent acquiror's increase in beneficial
ownership is solely the result of a decrease in the number of common
shares or exchangeable shares outstanding.

FLIP-IN EVENT

We refer to the following as a "flip-in event":

- Battle Mountain Gold is the surviving corporation in a merger with
an acquiring person and the Battle Mountain Gold common stock is not
changed or exchanged,

- a person becomes the beneficial owner of 30% or more of the then
outstanding shares of Battle Mountain Gold common stock, except
pursuant to a tender or exchange offer for all outstanding shares of
Battle Mountain Gold common stock at a price and on terms that a
majority of the independent directors of Battle Mountain Gold
determines to be fair to and otherwise in the best interests of
Battle Mountain Gold and its stockholders,

<PAGE>

- an acquiring person engages in one or more "self-dealing"
transactions as set forth in the rights agreement or

- during such time as there is an acquiring person, an event involving
Battle Mountain Gold or a subsidiary of Battle Mountain Gold occurs
that results in such ownership interest being increased by more than
1% (e.g., a reverse stock split), at any time following the date the
rights become exercisable.

If at any time after the rights become exercisable a flip-in event
occurs, each right (other than rights held by an acquiring person) will then
entitle its holder to receive, upon exercise, a number of shares of Battle
Mountain Gold common stock having a value equal to twice the exercise price of
the rights. Holders of exchangeable shares have an equivalent right to acquire
additional exchangeable shares after a flip-in event occurs.

FLIP-OVER EVENT

If at any time after the rights become exercisable, Battle Mountain
Gold is acquired in a merger or other transaction in which Battle Mountain Gold
does not survive or in which its common stock is changed or exchanged or 50% or
more of Battle Mountain Gold's assets or earning power is sold or transferred,
then each holder of a right (and each holder of equivalent rights regarding the
exchangeable shares) will be entitled to receive, upon exercise, a number of
shares of common stock of the acquiring company in the transaction having a
value equal to two times the exercise price of the right. Battle Mountain Gold
refers to this occurrence as a "flip-over event."

REDEMPTION OF RIGHTS

At any time until 10 days following the rights becoming exercisable,
Battle Mountain Gold may redeem the rights at a price of $.01 per right,
payable, at the option of Battle Mountain Gold, in cash, shares of Battle
Mountain Gold common stock (or additional exchangeable shares, in the case of
rights relating to the exchangeable shares) or such other consideration as the
board of directors may determine. The rights will expire on the close of
business on November 10, 2008, subject to earlier expiration or termination as
described in its stockholder rights plan.

Any provisions of the rights agreement, other than those relating to
the principal economic terms, may be amended by Battle Mountain Gold's board of
directors prior to the date the rights become exercisable. After the
distribution date, the board of directors may amend the rights agreement to cure
any ambiguity or to shorten or lengthen any time period under the rights
agreement provided that: (i) such changes do not adversely affect the interests
of holders of rights, excluding the interests of any acquiring person, (ii) no
amendment to the time period may be made at such time as the rights are not
redeemable and (iii) no amendment may be made to the provision exempting
subsequent acquirers from the definition of acquiring person without the consent
of Noranda, or any party that has acquired its shares directly from Noranda.

ANTI-TAKEOVER EFFECT OF PROVISIONS OF BATTLE MOUNTAIN GOLD'S CHARTER AND BYLAWS
AND NEVADA LAW

Battle Mountain Gold's charter and bylaws include provisions designed
to prevent the use of certain tactics in connection with a potential takeover of
Battle Mountain Gold. Please refer to Battle Mountain Gold's charter and bylaws
that are incorporated by reference into the registration statement that includes
this prospectus. You may obtain copies at no charge by writing to Battle
Mountain Gold at the address listed under the caption "Where You Can Find More
Information."

The provisions of Section 78.378 of the Nevada General Corporation Law
have a similar anti-takeover effect.

BATTLE MOUNTAIN GOLD'S BYLAWS

Battle Mountain Gold's board of directors is divided into three
classes, with directors serving staggered three-year terms. As a result, less
than a majority of the board can be replaced in any one year.

BATTLE MOUNTAIN GOLD'S CHARTER

Article Eight generally stipulates that the affirmative vote of 80% of
Battle Mountain Gold's voting shares is required to adopt any agreement for the
merger or consolidation with or into any other corporation which is the
beneficial owner of 5% or more of

<PAGE>

Battle Mountain Gold's voting shares. Article Eight further provides that
such 80% approval is necessary to authorize any sale or lease of assets
between Battle Mountain Gold and any beneficial holder of 5% or more of
Battle Mountain Gold's voting shares.

BUSINESS COMBINATIONS WITH INTERESTED STOCKHOLDERS UNDER NEVADA LAW

As defined in Section 78.423 of the Nevada General Corporation Law, an
"interested stockholder" is any person who owns 10% or more of the voting power
of the outstanding shares of a corporation or is an affiliate or associate of
the corporation owning 10 percent of the voting power within three years before
the date in question.

Section 78.438 of the Nevada General Corporation Law prevents a
resident domestic corporation from engaging in any combination with an
interested stockholder for a period of three years after the date of the
interested stockholder's date of acquiring shares, unless before the interested
stockholder's date of acquiring shares, the board of directors of the
corporation approved the purchase of shares made by the interested stockholder
on such date.

Section 78.439 et seq. of the Nevada General Corporation Law prevents a
resident domestic corporation from engaging in any combination with an
interested stockholder after the expiration of three years after the interested
stockholder's date of acquiring shares unless:

The combination meets all of the requirements of the articles of
incorporation of the resident domestic corporation AND either:

- the combination is approved by the board of directors of the
corporation before the interested stockholder acquires the shares;
OR

- the combination is approved by a vote of the majority of the other
stockholders at a meeting called for that purpose no earlier than
three years after the interested stockholder's date of acquiring
shares; OR

ALL of the following requirements are met:

- the aggregate amount of consideration to be received per share by
all of the other holders of outstanding common shares immediately
before the date of consummation is at least equal to the higher of
the following:

- the highest price per share paid by the interested shareholder,
at a time when he was the beneficial owner of 5% of the
outstanding voting shares of the corporation, for any common
shares of the same class acquired within three years before the
date of announcement, or within three years before the date he
became an interested stockholder, whichever is higher, plus
interest; or

- the market value per common share on the date of announcement or
on the date of the interested stockholder acquiring shares,
whichever is higher, plus interest;

- the aggregate amount of consideration to be received per share by
all of the other stockholders (of other than common shares)
immediately before the date of consummation is at least equal to the
higher of the following, regardless of whether or not the interested
shareholder had previously acquired any shares of the class or
series:

- the highest price per share paid by the interested shareholder,
at a time when he was the beneficial owner of 5% of the
outstanding voting shares of the corporation, for any shares of
the same class acquired within 3 years before the date of
announcement, or within three years before the date he became an
interested stockholder, whichever is higher, plus interest;

- the highest preferential amount per share to which the holders of
shares of the class or series of shares are entitled in the event
of a voluntary liquidation, dissolution or winding up of the
corporation, plus the amount of the dividends to which the
holders are entitled before payment of dividends to some other
class or series of shares; or

12
<PAGE>

- the market value per share of the class or series of shares on
the date of announcement or on the date of the interested
stockholder acquiring shares, whichever is higher, plus interest;

- the consideration to be received by holders of outstanding shares of
the corporation in the combination must be in cash or in the same
form as the interested stockholder has used to acquire the largest
number of shares of the class or series previously acquired by it,
and the consideration must be distributed promptly; and

- the interested stockholder has not become the beneficial owner of
any additional voting shares of the corporation between the date of
acquiring shares and the date of consummation except:

- as part of the transaction that resulted in his becoming an
interested shareholder;

- through proportionate splitting of shares, dividends distributed
in shares, or other distributions of shares not constituting a
combination;

- through a combination meeting all of the foregoing requirements;
or

- through a purchase at a price that meets all the foregoing
requirements.

DESCRIPTION OF DEPOSITARY SHARES

The following description, together with each applicable prospectus
supplement, summarizes all the material terms and provisions of the depositary
shares that Battle Mountain Gold may offer under this prospectus and the related
deposit agreements and depositary receipts. Specific deposit agreements and
depositary receipts will contain additional important terms and provisions and
will be incorporated by reference into the registration statement which includes
this prospectus before Battle Mountain Gold issues any depositary shares.

This summary of depositary agreements, depositary shares and depositary
receipts relates to terms and conditions generally applicable to these types of
securities. The particular terms of any series of depositary shares will be
summarized in the applicable prospectus supplement. If indicated in the
applicable prospectus supplement, the terms of any series may differ from the
terms summarized below.

GENERAL

Battle Mountain Gold may elect to offer fractional shares of preferred
stock rather than full shares of preferred stock. If so, Battle Mountain Gold
will issue "depositary receipts" for these "depositary shares." Each depositary
share will represent a fraction of a share of a particular series of preferred
stock. Each holder of a depositary share will be entitled, in proportion to the
fraction of preferred stock represented by that depositary share, to the rights
and preferences of the preferred stock, including dividend, voting, redemption,
conversion and liquidation rights, if any. Battle Mountain Gold will enter into
a deposit agreement with a depositary, which will be named in the related
prospectus supplement.

In order to issue depositary shares, Battle Mountain Gold will issue
preferred stock and immediately deposit these shares with the depositary. The
depositary will then issue and deliver depositary receipts to the persons who
purchase depositary shares. Each whole depositary share issued by the depositary
may represent a fraction of a share of preferred stock held by the depositary.
The depositary will issue depositary receipts in a form that reflects whole
depositary shares, and each depositary receipt may evidence any number of whole
depositary shares.

Pending the preparation of definitive engraved depositary receipts, a
depositary may, upon Battle Mountain Gold's written order, issue temporary
depositary receipts, which will temporarily entitle the holders to all the
rights pertaining to the definitive depositary receipts. Battle Mountain Gold
will bear the costs and expenses of promptly preparing definitive depositary
receipts and of exchanging the temporary depositary receipts for such definitive
depositary receipts.

<PAGE>

DIVIDENDS AND OTHER DISTRIBUTIONS

The depositary will distribute all cash and non-cash distributions it
receives with respect to the underlying preferred stock to the record holders of
depositary shares in proportion to the number of depositary shares they hold. In
the case of non-cash distributions, the depositary may determine that the
distribution cannot be made proportionately or that it may not be feasible to
make the distribution. If so, the depositary will, with Battle Mountain Gold's
approval, adopt a method it deems equitable and practicable to effect the
distribution, including the sale, public or private, of the securities or other
non-cash property it receives in the distribution at a place and on terms it
deems proper. The amounts distributed by the depositary will be reduced by any
amount required to be withheld by Battle Mountain Gold or the depositary on
account of taxes.

REDEMPTION OF DEPOSITARY SHARES

If Battle Mountain Gold redeems the series of preferred stock that
underlies the depositary shares, the depositary will redeem the depositary
shares from the proceeds it receives from the redemption of the preferred stock
it holds. The depositary will redeem the number of depositary shares that
represent the amount of underlying preferred stock that Battle Mountain Gold has
redeemed. The redemption price for depositary shares will be in proportion to
the redemption price per share that Battle Mountain Gold paid for the underlying
preferred stock. If Battle Mountain Gold redeems less than all of the depositary
shares, the depositary will select which depositary shares to redeem by lot, or
some substantially equivalent method.

After a redemption date is fixed, the depositary shares to be redeemed
no longer will be considered outstanding. The rights of the holders of the
depositary shares will cease, except for the rights to receive money or other
property upon redemption. In order to redeem their depositary shares, holders
will surrender their depositary receipts to the depositary.

VOTING THE PREFERRED STOCK

Battle Mountain Gold will notify the depositary about any meeting at
which the holders of preferred stock are entitled to vote, and the depositary
will mail the information to the record holders of depositary shares related to
that preferred stock. Each record holder of depositary shares on the record date
will be entitled to instruct the depositary on how to vote the shares of
preferred stock represented by that holder's depositary shares. The depositary
will vote the preferred stock represented by the depositary shares in accordance
with these instructions, provided the depositary receives these instructions
sufficiently in advance of the meeting. If the depositary does not receive
instructions from the holders of the depositary shares, the depositary will
abstain from voting the preferred stock that underlies those depositary shares.

WITHDRAWAL OF PREFERRED STOCK

When a holder surrenders depositary receipts at the trust services
office of the depositary, and pays any necessary taxes, charges or other fees,
the holder will be entitled to receive the number of whole shares of the related
series of preferred stock, and any money or other property, if any, represented
by the holder's depositary shares. Once a holder exchanges depositary shares for
whole shares of preferred stock, that holder cannot "re-deposit" these shares of
preferred stock with the depositary, or exchange them for depositary shares. If
a holder delivers depositary receipts that represent a number of depositary
shares that exceeds the number of whole shares of related preferred stock the
holder seeks to withdraw, the depositary will issue a new depositary receipt to
the holder that evidences the excess number of depositary shares.

AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT

Battle Mountain Gold and the depositary can agree, at any time, to
amend the form of depositary receipt and any provisions of the deposit
agreement. However, if an amendment has a material adverse effect on the rights
of the holders of related depositary shares, the holders of at least a majority
of the depositary shares then outstanding must first approve the amendment.
Every holder of a depositary receipt at the time an amendment becomes effective
will be bound by the amended deposit agreement. However, subject to any
conditions in the deposit agreement or applicable law, no amendment can impair
the right of any holder of a depositary share to receive shares of the related
preferred stock, or any money or other property represented by the depositary
shares, when they surrender their depositary receipts.

Battle Mountain Gold can terminate the deposit agreement at any time,
as long as the depositary mails notice of termination to the record holders of
depositary shares then-outstanding at least 30 days prior to the date fixed for
termination.

<PAGE>

CHARGES OF DEPOSITARY

Battle Mountain Gold will pay all transfer and other taxes and the
government charges that relate solely to the depositary arrangements. Battle
Mountain Gold will also pay the charges of each depositary, including charges in
connection with the initial deposit of the related series of preferred stock,
the initial issuance of the depositary shares, and all withdrawals of shares of
the related series of preferred stock. However, holders of depositary shares
will be required to pay transfer and other taxes and government charges, as
provided in the deposit agreement.

RESIGNATION AND REMOVAL OF DEPOSITARY

The depositary may resign at any time by delivering written notice of
its decision to Battle Mountain Gold. Battle Mountain Gold may remove the
depositary at any time. Any resignation or removal will take effect when Battle
Mountain Gold appoints a successor depositary. Battle Mountain Gold must appoint
the successor depositary within 60 days after delivery of the notice of
resignation or removal. The successor depositary must be a bank or trust company
that has its principal office in the United States and has a combined capital
and surplus of at least $50 million.

MISCELLANEOUS

Battle Mountain Gold will be required to furnish certain information to
the holders of the preferred stock underlying any depositary shares. The
depositary, as the holder of the underlying preferred stock, will forward any
report or information it receives from Battle Mountain Gold to the holders of
depositary shares.

Neither the depositary nor Battle Mountain Gold will be liable if its
ability to perform its obligations under the deposit agreement is prevented or
delayed by law or any circumstance beyond its control. Both Battle Mountain Gold
and the depositary will be obligated to use their best judgment and to act in
good faith in performing its duties under the deposit agreement. Each of Battle
Mountain Gold and the depositary will be liable only for gross negligence and
willful misconduct in performing their duties under the deposit agreement. They
will not be obligated to appear in, prosecute or defend any legal proceeding
with respect to any depositary receipts, depositary shares or preferred stock
unless they receive what they, in their sole discretion, determine to be a
satisfactory indemnity from one or more holders of the depositary shares. Battle
Mountain Gold and the depositary will evaluate any proposed indemnity in order
to determine whether the financial protection afforded by the indemnity is
sufficient to reduce each party's risk to a satisfactory and customary level.
Battle Mountain Gold and the depositary may rely on the advice of legal counsel
or accountants of their choice. They may also rely on information provided by
persons they believe, in good faith, to be competent, and on documents they
believe, in good faith, to be genuine.

The applicable prospectus supplement will identify the depositary's
trust services office. Unless the prospectus supplement indicates otherwise, the
depositary will act as transfer agent and registrar for depositary receipts, and
if Battle Mountain Gold redeems shares of preferred stock, the depositary will
act as redemption agent for the corresponding depositary receipts.

TITLE

Battle Mountain Gold, each depositary and any agent of Battle Mountain
Gold or the applicable depositary may treat the registered owner of any
depositary share as the absolute owner of the depositary shares for all
purposes, including making payment, regardless of whether any payment in respect
of the depositary share is overdue and regardless of any notice to the contrary.
See "Book-Entry Securities" below.

DESCRIPTION OF DEBT SECURITIES

Debt securities may be issued from time to time in one or more series
by Battle Mountain Gold. The following description, together with each
applicable prospectus supplement, summarizes all the material terms and
provisions of the debt securities that we may offer under this prospectus and
the related trust indenture. The indenture under which debt securities will be
issued contains additional important terms and provisions and is or will be
filed as an exhibit to the registration statement that includes this prospectus.

This summary of the indenture and the debt securities relates to terms
and conditions generally applicable to the debt securities. The particular terms
of any series of debt securities offered by a particular prospectus supplement
will be summarized in

<PAGE>

the applicable prospectus supplement. If indicated in the prospectus
supplement, the terms of any series may differ from the terms summarized
below.

Unless otherwise specified in the applicable prospectus supplement, we
will issue the debt securities under an indenture entered into between us and
Chase Bank of Texas, National Association, as trustee. We may offer debt
securities under this prospectus only up to an aggregate initial offering price
of $150 million. However, the indenture does not limit the amount of debt
securities we may issue under the indenture and provides that additional debt
securities of any series may be issued up to the aggregate principal amount that
we authorize from time to time. Debt securities may also be issued pursuant to
the indenture in transactions exempt from the registration requirements of the
Securities Act of 1933, as amended, or pursuant to other registration statements
under the Securities Act of 1933, as amended. Those debt securities will not be
considered in determining the aggregate amount of securities issued under this
prospectus.

Unless otherwise indicated in the applicable prospectus supplement, we
will issue the debt securities in denominations of $1,000 or integral multiples
of $1,000.

Unless otherwise indicated in the applicable prospectus supplement, the
payment of principal of, and any premium and interest on, the debt securities
will rank equally and ratably with unsecured unsubordinated indebtedness of the
issuer. Principal and any premium and any interest will be payable, and the debt
securities will be transferable, at the trust services office of the appropriate
trustee, unless we specify otherwise in the accompanying prospectus supplement.
At our option, however, payment of interest may be made by check mailed to the
registered holders of the debt securities at their registered addresses.

We will describe special U.S. federal income tax and other
considerations relating to debt securities denominated in foreign currencies or
units of two or more foreign currencies in the applicable prospectus supplement.

Unless we specify otherwise in the applicable prospectus supplement,
the covenants contained in the indenture and the debt securities will not
provide special protection to holders of debt securities if we enter into a
highly leveraged transaction, recapitalization or restructuring.

GENERAL

The prospectus supplement relating to the particular series of debt
securities being offered will specify the amounts, prices and terms of those
debt securities. These terms may include, among others:

- the designation, aggregate principal amount and authorized
denominations of the debt securities;

- the date or dates on which the debt securities will mature;

- the percentage of the principal amount at which the debt securities
will be issued;

- the date or dates on which the principal of the debt securities will
be payable;

- whether the debt securities are convertible into or exchangeable for
common stock or other securities of Battle Mountain Gold or any
other entity, and if so, the terms governing conversion;

- whether the debt securities will be issued as registered securities,
bearer securities or a combination of the two;

- whether the debt securities will be issued in the form of one or
more global securities and whether such global securities will be
issued in a temporary global form or permanent global form;

- the currency or currencies or units of two or more currencies or
other consideration in which debt securities are denominated, for
which they may be purchased, or in which principal and any premium
and interest is payable;

- if the currency or currencies or currency unit or units or other
consideration for which debt securities may be purchased or in which
principal and any premium interest may be paid is at our election or
at the election of a purchaser, the manner in which an election may
be made and its terms;

<PAGE>

- the annual rate or rates, which may be fixed or variable, or the
method of determining the rate or rates at which the debt securities
will bear interest;

- the date or dates from which any interest will accrue and the date
or dates on which such interest will be payable;

- a description of any provisions providing for redemption, exchange
or conversion of the debt securities, mandatorily or at our option
or a holder's option, and the terms and provisions of such
redemption, exchange or conversion;

- a description of any provisions providing for the priority,
equality, subordination or other relationship of the rights of
holders of the debt securities to the rights of holders of other
obligations of the issuer;

- information with respect to book-entry procedures relating to global
debt securities;

- any redemption or sinking fund terms;

- whether and under what circumstances we will pay "additional
amounts," as defined in the indenture, on the debt securities to any
holder who is a "United States alien," as defined in the indenture,
in respect of any tax, assessment or governmental charge and, if so,
whether and on what terms we will have the option to redeem the debt
securities rather than pay any additional amounts - - and the term
"interest" as used in this prospectus includes all such additional
amounts;

- any events of default or covenants of Battle Mountain Gold with
respect to the debt securities of a certain series that are
different from those described in this prospectus;

- if either or both of the provisions of the indenture relating to
defeasance or the provisions of the indenture relating to covenant
defeasance is not applicable to the debt securities, or if any
covenants in addition to those specified in the provisions of the
indenture relating to covenant defeasance are subject to covenant
defeasance;

- any deletions from, or modifications or additions to, the provisions
of the indenture relating to satisfaction and discharge in respect
of the debt securities;

- any index or other method used to determine the amount of or
consideration to be used for payments of principal of, and any
premium and interest on, the debt securities; and

- any other specific terms of the debt securities.

We are not obligated to issue all debt securities of any one series at
the same time. The debt securities of any one series may not all bear interest
at the same rate or mature on the same date.

If any of the debt securities are sold for foreign currencies or
foreign currency units or other consideration or if the principal of, or any
premium or interest on, any series of debt securities is payable in foreign
currencies or foreign currency units or other consideration, we will describe
the restrictions, elections, tax consequences, specific terms and other
information with respect to those debt securities and such foreign currencies or
foreign currency units or other consideration in the applicable prospectus
supplement.

Other than as may be described in a prospectus supplement, the
indenture does not limit our ability to incur indebtedness or afford holders of
debt securities protection in the event of a decline in our credit quality or if
we are involved in a takeover, recapitalization or highly leveraged or similar
transaction. The prospectus supplement relating to the particular series of debt
securities, to the extent not otherwise described in this prospectus, will
include any information with respect to any deletions from, modifications of or
additions to the events of default described below and contained in the
indenture, including any addition of a covenant or other provision providing
event risk or similar protection.

INTEREST RATES AND DISCOUNTS

The debt securities will earn interest at a fixed or floating rate or
rates for the period or periods of time specified in the applicable prospectus
supplement. Unless otherwise specified in the applicable prospectus supplement,
the debt securities will bear interest on the basis of a 360-day year consisting
of twelve 30-day months.

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We may sell debt securities at a substantial discount below their
stated principal amount, bearing no interest or interest at a rate that at the
time of issuance is below market rates. Federal income tax consequences and
special considerations that apply to any series of that kind will be described
in the applicable prospectus supplement.

EXCHANGE, REGISTRATION AND TRANSFER

Registered securities of any series that are not global securities will
be exchangeable for other registered securities of the same series and of like
aggregate principal amount and tenor in different authorized denominations. In
addition, if debt securities of any series are issuable as both registered
securities and bearer securities, the holder may choose, upon written request,
and subject to the terms of the indenture, to exchange bearer securities and the
appropriate related coupons of that series into registered securities of the
same series of any authorized denominations and of like aggregate principal
amount and tenor. Bearer securities with attached coupons surrendered in
exchange for registered securities between a regular record date or a special
record date and the relevant date for interest payment shall be surrendered
without the coupon relating to the interest payment date. Interest will not be
payable with respect to the registered security issued in exchange for that
bearer security. That interest will be payable only to the holder of the coupon
when due in accordance with the terms of the indenture. Bearer securities will
not be issued in exchange for registered securities.

Holders may present registered securities for registration of transfer,
together with a duly executed form of transfer, at the office of the security
registrar or at the office of any transfer agent designated by us for that
purpose with respect to any series of debt securities and referred to in the
applicable prospectus supplement. This may be done without service charge but
upon payment of any taxes and other governmental charges as described in the
indenture. The security registrar or the transfer agent will effect the transfer
or exchange upon being satisfied with the documents of title and identity of the
person making the request. We have appointed the trustee as security registrar
for the indenture. If a prospectus supplement refers to any transfer agents
initially designated by us with respect to any series of debt securities in
addition to the security registrar, we may at any time rescind the designation
of any of those transfer agents or approve a change in the location through
which any of those transfer agents acts. However, if debt securities of a series
are issuable solely as registered securities, we will be required to maintain a
transfer agent in each place of payment for that series, and if debt securities
of a series are issuable as bearer securities, we will be required to maintain a
transfer agent in a place of payment for that series located in Europe in
addition to the security registrar. We may at any time designate additional
transfer agents with respect to any series of debt securities.

In the event of any redemption, we will not be required to:

- issue, register the transfer of or exchange debt securities of any
series during a period beginning at the opening of business 15 days
before any selection of debt securities of that series to be
redeemed and ending at the close of business on the day of mailing
of the relevant notice of redemption; or

- register the transfer of or exchange any registered security, or
portion thereof, called for redemption, except the unredeemed
portion of any registered security being redeemed in part.

PAYMENT AND PAYING AGENTS

Unless we specify otherwise in the applicable prospectus supplement,
payment of principal of, and any premium and interest on, bearer securities will
be payable in accordance with any applicable laws and regulations, at the
offices of those paying agents outside the United States that we may designate
at various times. We will make interest payments on bearer securities and the
attached coupons on any interest payment date only against surrender of the
coupon relating to that interest payment date. No payment with respect to any
bearer security will be made at any of our offices or agencies in the United
States by check mailed to any U.S. address or by transfer to an account
maintained with a bank located in the United States. However, if, but only if,
payment in U.S. dollars of the full amount of principal of, and any premium and
interest on, bearer securities denominated and payable in U.S. dollars at all
offices or agencies outside the United States is illegal or effectively
precluded by exchange controls or other similar restrictions, then those
payments will be made at the office of our paying agent in the Borough of
Manhattan, The City of New York.

Unless we specify otherwise in the applicable prospectus supplement,
payment of principal of, and any premium and interest on, registered securities
will be made at the office of the paying agent or paying agents that we
designate at various times. However, at our option, we may make interest
payments by check mailed to the address, as it appears in the security register,
of the person entitled to the payments. Unless we specify otherwise in the
applicable prospectus supplement, we will make payment of any

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installment of interest on registered securities to the person in whose name
that registered security is registered at the close of business on the
regular record date for such interest.

Unless we specify otherwise in the applicable prospectus supplement,
the global trust services office of the trustee's agent, The Chase Manhattan
Bank, in the Borough of Manhattan, The City of New York, will be designated:

- as our sole paying agent for payments with respect to debt
securities that are issuable solely as registered securities; and

- as our paying agent in the Borough of Manhattan, The City of New
York, for payments with respect to debt securities, subject to the
limitation described above in the case of bearer securities, that
are issuable solely as bearer securities or as both registered
securities and bearer securities.

We will name any paying agents outside the United States and any other
paying agents in the United States initially designated by us for the debt
securities in the applicable prospectus supplement. We may at any time designate
additional paying agents or rescind the designation of any paying agent or
approve a change in the office through which any paying agent acts. However, if
debt securities of a series are issuable solely as registered securities, we
will be required to maintain a paying agent in each place of payment for that
series. If debt securities of a series are issuable as bearer securities, we
will be required to maintain:

- a paying agent in the Borough of Manhattan, The City of New York,
for payments with respect to any registered securities of the series
and for payments with respect to bearer securities of the series in
the circumstance described above, but not otherwise; and

- a paying agent in a place of payment located outside the United
States where debt securities of that series and any attached coupons
may be presented and surrendered for payment.

However, if the debt securities of that series are listed on the
Toronto Stock Exchange, the London Stock Exchange, the Luxembourg Stock Exchange
or any other stock exchange located outside the United States and if the stock
exchange requires it, we will maintain a paying agent in Toronto, London or
Luxembourg or any other required city located outside the United States for
those debt securities.

All moneys we pay to a paying agent for the payment of principal of,
and any premium or interest on, any debt security or coupon that remains
unclaimed at the end of two years after becoming due and payable will be repaid
to us. After that time, the holder of the debt security or coupon will, unless
otherwise required by mandatory provisions of applicable escheat or abandoned or
unclaimed property laws, look only to us for payments out of those repaid
amounts.

GLOBAL SECURITIES

The debt securities of a series may be issued in whole or in part in
the form of one or more global certificates that we will deposit with a
depositary identified in the applicable prospectus supplement. Global securities
may be issued in either registered or bearer form and in either temporary or
permanent form. Unless and until it is exchanged in whole or in part for the
individual debt securities it represents, a global security may not be
transferred except as a whole:

- by the applicable depositary to a nominee of the depositary;

- by any nominee to the depositary itself or another nominee; or

- by the depositary or any nominee to a successor depositary or any
nominee of the successor.

We will describe the specific terms of the depositary arrangement with
respect to a series of debt securities in the applicable prospectus supplement.
We anticipate that the following provisions will generally apply to depositary
arrangements.

When we issue a global security in registered form, the depositary for
the global security or its nominee will credit, on its book-entry registration
and transfer system, the respective principal amounts of the individual debt
securities represented by that global security to the accounts of participants
that have accounts with the depositary. Those accounts will be designated by the
dealers, underwriters or agents with respect to the underlying debt securities
or by us if those debt securities are offered and sold directly by us. Ownership
of beneficial interests in a global security will be limited to participants or
persons that may hold interests

<PAGE>

through participants. For interests of participants, ownership of beneficial
interests in the global security will be shown on records maintained by the
applicable depositary or its nominee. For interests of persons other than
participants, that ownership information will be shown on the records of
participants. Transfer of that ownership will be effected only through those
records. The laws of some states require that certain purchasers of
securities take physical delivery of securities in definitive form. These
limits and laws may impair our ability to transfer beneficial interests in a
global security.

As long as the depositary for a global security, or its nominee, is the
registered owner of that global security, the depositary or nominee will be
considered the sole owner or holder of the debt securities represented by the
global security for all purposes under the applicable indenture. Except as
provided below, owners of beneficial interests in a global security:

- will not be entitled to have any of the underlying debt securities
registered in their names;

- will not receive or be entitled to receive physical delivery of any
of the underlying debt securities in definitive form; and

- will not be considered the owners or holders under the indenture
relating to those debt securities.

Payments of principal of, and any premium and interest on, individual
debt securities represented by a global security registered in the name of a
depositary or its nominee will be made to the depositary or its nominee as the
registered owner of the global security representing such debt securities.
Neither we, the trustee, any paying agent nor the registrar for the debt
securities will be responsible for any aspect of the records relating to or
payments made by the depositary or any participants on account of beneficial
interests of the global security.

We expect that the depositary or its nominee, upon receipt of any
payment of principal, premium or interest relating to a permanent global
security representing any series of debt securities, immediately will credit
participants' accounts with the payments. Those payments will be credited in
amounts proportional to the respective beneficial interests of the participants
in the principal amount of the global security as shown on the records of the
depositary or its nominee. We also expect that payments by participants to
owners of beneficial interests in the global security held through those
participants will be governed by standing instructions and customary practices.
This is now the case with securities held for the accounts of customers in
bearer form or registered in "street name." Those payments will be the sole
responsibility of those participants.

If the depositary for a series of debt securities is at any time
unwilling, unable or ineligible to continue as depositary and we do not appoint
a successor depositary within 90 days, we will issue individual debt securities
of that series in exchange for the global security or securities representing
that series. In addition, we may at any time in our sole discretion determine
not to have any debt securities of a series represented by one or more global
securities. In that event, we will issue individual debt securities of that
series in exchange for the global security or securities. Further, if we
specify, an owner of a beneficial interest in a global security may, on terms
acceptable to us, the trustee and the applicable depositary, receive individual
debt securities of that series in exchange for those beneficial interests. The
foregoing is subject to any limitations described in the applicable prospectus
supplement. In that instance, the owner of the beneficial interest will be
entitled to physical delivery of individual debt securities equal in principal
amount to the beneficial interest and to have the debt securities registered in
its name. Those individual debt securities will be issued in denominations,
unless we specify otherwise, of $1,000 or integral multiples of $1,000.

For a description of the depository arrangements for global securities
held by The Depository Trust Company, see "Book-Entry Securities."

THE INDENTURE INCLUDES EVENTS OF DEFAULT

Unless otherwise specified in the applicable prospectus supplement, any
one of the following events will, in addition to any other event of default
provided with respect to the debt securities of that series and described in the
prospectus supplement, constitute an "event of default" under the indenture with
respect to the debt securities of any series:

- if we fail to pay any interest on any debt security of that series
when due, and the failure continues for 30 days;

- if we fail to pay principal of or any premium on the debt securities
of that series when due and payable, either at maturity or
otherwise;

<PAGE>

- if we fail to perform, or we breach any of our other covenants or
warranties in the indenture -- other than a covenant or warranty
included in the indenture solely for the benefit of a series of
securities other than the debt securities -- and that breach of
failure continues for 120 days after written notice as provided in
the indenture; and

- certain events of bankruptcy, insolvency or reorganization involving
us.

If an event of default with respect to the debt securities of any
series, other than an event of default described in the last item above, occurs
and is continuing, either the trustee or the holders of at least 25% in
aggregate principal amount of the outstanding debt securities of that series may
declare the principal amount of the debt securities to be due and payable
immediately. At any time after a declaration of acceleration has been made, but
before a judgment or decree for payment of money has been obtained by the
trustee, and subject to applicable law and certain other provisions of the
indenture, the holders of a majority in aggregate principal amount of the debt
securities of that series may, under certain circumstances, rescind and annul
such acceleration. If an event of default described in the last two items above
occurs, the principal amount and accrued interest -- or a lesser amount as
provided for in the debt securities of that series -- will become immediately
due and payable without any declaration or other act by the trustee or any
holder.

Within 90 days after the occurrence of any event of default under the
indenture with respect to the debt securities of any series, the trustee must
transmit notice of the event of default to the holders of the debt securities of
that series unless the event of default has been cured or waived. However,
except in the case of a payment default, the trustee may withhold the notice if
and so long as the board of directors, the executive committee or a trust
committee of directors or responsible officers of the trustee has in good faith
determined that the withholding of the notice is in the interest of the holders
of debt securities of that series.

If an event of default occurs and is continuing with respect to the
debt securities of any series, the trustee may in its discretion proceed to
protect and enforce its rights and the rights of the holders of debt securities
of that series by all appropriate judicial proceedings.

Subject to the duty of the trustee during any default to act with the
required standard of care, the trustee is under no obligation to exercise any of
its rights or powers under the indenture at the request or direction of any of
the holders of debt securities, unless the holders offer the trustee reasonable
indemnity. Subject to indemnifying of the trustee, and subject to applicable law
and certain other provisions of the indenture, the holders of a majority in
aggregate principal amount of the outstanding debt securities of a series may
direct the time, method and place of conducting any proceeding for any remedy
available to the trustee, or exercising any trust or power conferred on the
trustee, with respect to the debt securities of that series.

DISCHARGE, DEFEASANCE AND COVENANT DEFEASANCE

We may discharge certain obligations to holders of any series of debt
securities that have not already been delivered to the trustee for cancellation
and that:

- have become due and payable;

- will become due and payable within one year; or

- are scheduled for redemption within one year.

To discharge the obligations with respect to a series of debt
securities, we must deposit with the trustee, in trust, an amount in U.S.
dollars or in the foreign currency, currencies, units or other consideration in
which those debt securities are payable, sufficient to pay the entire amount of
principal of, and any premium and interest on, those debt securities to the date
of the deposit if those debt securities have become due and payable or to the
maturity of the debt securities, as the case may be.

The indenture provides that, unless certain specified provisions of the
indenture are made inapplicable to the debt securities, we may elect either:

- to defease and be discharged from any and all obligations with
respect to those debt securities, which we refer to as "legal
defeasance"; or

<PAGE>

- to be released from our obligations with respect to such debt
securities under our covenants specified in the applicable
prospectus supplement, which we refer to as "covenant defeasance."

In the case of legal defeasance, we will still retain some obligations
in respect of the debt securities, including obligations:

- to pay additional amounts, if any, upon the occurrence of certain
events of taxation, assessment or governmental charge with respect
to payments on the debt securities;

- to register the transfer or exchange of the debt securities;

- to replace mutilated, destroyed, lost or stolen debt securities; and

- to maintain an office or agency with respect to the debt securities
and to hold moneys for payment in trust.

After a covenant defeasance, any omission to comply with the
obligations or covenants that have been defeased will not constitute a default
or an event of default with respect to the debt securities.

To elect either legal defeasance or covenant defeasance, we must
deposit with the trustee, in trust, an amount, in U.S. dollars or in a foreign
currency or currencies, or other consideration in which the relevant debt
securities are payable at stated maturity, or if applicable in government
obligations, as defined below, or both, applicable to such debt securities which
through the scheduled payment of principal and interest in accordance with their
terms will provide money in an amount sufficient to pay the principal of and any
premium and interest on those debt securities on their scheduled due dates.

In addition, we can only elect legal defeasance or covenant defeasance
if, among other things:

- the applicable defeasance does not result in a breach or violation
of, or constitute a default under, the indenture;

- no default or event of default with respect to the debt securities
to be defeased shall have occurred and be continuing on the date of
the establishment of such a trust; and

- we have delivered to the trustee an opinion of counsel to the effect
that the holders of such debt securities will not recognize income,
gain or loss for U.S. federal income tax purposes as a result of
such defeasance and will be subject to U.S. federal income tax on
the same amounts, in the same manner and at the same times as would
have been the case if such defeasance had not occurred.

The indenture deems a foreign currency to be any currency, currency
unit or composite currency, including, without limitation, the ECU, issued by
the government of one or more countries other than the United States or by any
recognized confederation or association of governments.

The indenture defines government obligations as securities that are not
callable or redeemable at the option of the issuer or issuers thereof and are:

- direct obligations of the United States or the government or the
governments in the confederation which issued the foreign currency
in which the debt securities of a particular series are payable, for
the payment of which its full faith and credit is pledged; or

- obligations of a person or entity controlled or supervised by and
acting as an agency or instrumentality of the United States or the
government or governments which issued the foreign currency in which
the debt securities of a particular series are payable, the timely
payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States or that other government or
governments.

Government obligations also include a depository receipt issued by a
bank or trust company as custodian with respect to any government obligation
described above or a specific payment of interest on or principal of or any
other amount with respect to any government obligation held by that custodian
for the account of the holder of such depository receipt, as long as, except as
required by law, that custodian is not authorized to make any deduction from the
amount payable to the holder of the depository receipt from any

22
<PAGE>

amount received by the custodian with respect to the government obligation or
the specific payment of interest on or principal of or any other amount with
respect to the government obligation evidenced by the depository receipt.

Unless we disclose otherwise in the applicable prospectus supplement,
if after we have deposited funds and/or government obligations to effect legal
defeasance or covenant defeasance with respect to debt securities of any series,
either:

- the holder of a debt security of that series is entitled to, and
does, elect to receive payment in a currency other than that in
which such deposit has been made in respect of that debt security;
or

- a conversion event, as defined below, occurs in respect of the
foreign currency in which the deposit has been made,

the indebtedness represented by that debt security shall be deemed to have been,
and will be, fully discharged and satisfied through the payment of the principal
of, and any premium and interest on, that debt security as that debt security
becomes due out of the proceeds yielded by converting the amount or other
properties so deposited in respect of that debt security into the currency in
which that debt security becomes payable as a result of the election or
conversion event based on:

- in the case of payments made pursuant to the first of the two items
in the list above, the applicable market exchange rate for the
currency in effect on the second business day prior to the date of
the payment; or

- with respect to a conversion event, the applicable market exchange
rate for such foreign currency in effect, as nearly as feasible, at
the time of the conversion event.

The indenture defines a "conversion event" as the cessation of use of:

- a foreign currency other than the ECU both by the government of the
country or the confederation which issued such foreign currency and
for the settlement of transactions by a central bank or other public
institutions of or within the international banking community;

- the ECU both within the European Monetary System and for the
settlement of transactions by public institutions of or within the
European Community; or

- any currency unit or composite currency other than the ECU for the
purposes for which it was established. Unless otherwise provided in
the applicable prospectus supplement, all payments of principal of,
and any premium and interest on, any debt security that are payable
in a foreign currency that ceases to be used by the government or
confederation of issuance shall be made in U.S. dollars.

If we effect a covenant defeasance with respect to any debt securities
and the debt securities are declared due and payable because of the occurrence
of any event of default other than an event of default with respect to which
there has been covenant defeasance, the amount in the foreign currency in which
the debt securities are payable, and government obligations on deposit with the
trustee, will be sufficient to pay amounts due on the debt securities at the
time of the stated maturity but may not be sufficient to pay amounts due on the
debt securities at the time of the acceleration resulting from the event of
default. However, we would remain liable for payment of the amounts due at the
time of acceleration.

The applicable prospectus supplement may further describe the
provisions, if any, permitting defeasance or covenant defeasance, including any
modifications to the provisions described above, with respect to the debt
securities of or within a particular series.

Under the indenture, we are required to furnish to the trustee annually
a statement as to our performance of certain of our obligations under the
indenture and as to any default in such performance. We are also required to
deliver to the trustee, within five days after occurrence thereof, written
notice of any event which after notice or lapse of time or both would constitute
an event of default.

MODIFICATION AND WAIVER

We and the trustee may modify the indenture or waive certain provisions
of the indenture with the consent of the holders of not less than a majority in
aggregate principal amount of the debt securities of each series affected by the
modification or waiver.

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<PAGE>

However, provisions of the indenture may not be waived or modified without
the consent of the holder of each debt security affected thereby if the
modification or waiver would:

- change the stated maturity of the principal of, or premium, if any,
on, or any installment of principal, if any, of or interest on, or
any additional amounts with respect to, any debt security;

- reduce the principal amount of, or premium or interest on, or any
additional amounts with respect to, any debt security;

- change the coin or currency or other consideration in which any debt
security or any premium or any interest on such debt security or any
additional amounts with respect to the debt security is payable;

- impair the right to institute suit for the enforcement of any
payment on or after the stated maturity of any debt securities or,
in the case of redemption, exchange or conversion, on or after the
redemption, exchange or conversion date or, in the case of repayment
at the option of any holder, on or after the date for repayment or
in the case of a change in control, after the change in control
purchase date;

- reduce the percentage and principal amount of the outstanding debt
securities, the consent of whose holders is required in order to
take certain actions;

- change any of our obligations to maintain an office or agency in the
places and for the purposes required by the indenture; or

- modify any of the above provisions.

The holders of at least a majority in aggregate principal amount of
debt securities of any series may, on behalf of the holders of all debt
securities of that series, waive our compliance with certain restrictive
provisions of the indenture. The holders of not less than a majority in
aggregate principal amount of debt securities of any series may, on behalf of
all holders of debt securities of that series, waive any past default and its
consequences under the indenture with respect to the debt securities of that
series, except:

- a payment default with respect to debt securities of that series; or

- a default of a covenant or provision of the indenture that cannot be
modified or amended without the consent of the holder of each debt
security of any series.

CONSOLIDATION, MERGER AND SALE OF ASSETS

We may, without the consent of the holders of the debt securities,
consolidate or merge with or into, or convey, transfer or lease our properties
and assets substantially as an entirety to, any other person or persons (whether
or not affiliated with us). We may also permit any of those persons to
consolidate with or merge into us or convey, transfer or lease its properties
and assets substantially as an entirety to us, as long as any successor person
assumes our obligations on the debt securities and that after giving effect to
the transaction, no event of default under the indenture, and no event which,
after notice or lapse of time or both, would become an event of default, will
have occurred and be continuing, and as long as some other conditions are met.

DESCRIPTION OF WARRANTS

Battle Mountain Gold may issue warrants for the purchase of debt
securities, preferred stock or common stock and related preferred share purchase
rights. Warrants may be issued independently or together with debt securities,
preferred stock or common stock and related preferred share purchase rights
offered by any prospectus supplement and may be attached to or separate from any
such securities. Each series of warrants will be issued under a separate warrant
agreement to be entered into between Battle Mountain Gold and a bank or trust
company, as warrant agent, all as set forth in the prospectus supplement
relating to the particular issue of warrants. The warrant agent will act solely
as an agent of Battle Mountain Gold in connection with the warrants and will not
assume any obligation or relationship of agency or trust for or with any holders
of warrants or beneficial owners of warrants. The following summary of certain
provisions of the warrants does not purport to be complete and is subject to,
and is qualified in its entirety by reference to, all the provisions of the
warrant agreements.

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<PAGE>

Reference is made to the prospectus supplement relating to the
particular issue of warrants offered thereby for the terms of such warrants,
including, where applicable:

- the designation, aggregate principal amount, currencies,
denominations and terms of the series of debt securities purchasable
upon exercise of warrants to purchase debt securities and the price
at which such debt securities may be purchased upon such exercise;

- the designation, number of shares, stated value and terms
(including, without limitation, liquidation, dividend, conversion
and voting rights) of the series of preferred stock purchasable upon
exercise of warrants to purchase shares of preferred stock and the
price at which such number of shares of preferred stock of such
series may be purchased upon such exercise;

- the number of shares of common stock purchasable upon the exercise
of warrants to purchase shares of common stock and the price at
which such number of shares of common stock may be purchased upon
such exercise;

- the date on which the right to exercise such warrants shall commence
and the date on which such right expires;

- U.S. federal income tax consequences applicable to such warrants;
and

- any other terms of such warrants.

Warrants for the purchase of preferred stock and common stock will be
issued in registered form only. The exercise price for warrants will be subject
to adjustment in accordance with the applicable prospectus supplement.

Each warrant will entitle the holder thereof to purchase such principal
amount of debt securities or such number of shares of preferred stock or common
stock at such exercise price as shall in each case be set forth in, or
calculable from, the prospectus supplement relating to the warrants, which
exercise price may be subject to adjustment upon the occurrence of certain
events as set forth in such prospectus supplement. After the close of business
on the date on which such right expires (or such later date to which such
expiration date may be extended by Battle Mountain Gold), unexercised warrants
will become void. The place or places where, and the manner in which, warrants
may be exercised shall be specified in the prospectus supplement relating to
such warrants.

Prior to the exercise of any warrants to purchase debt securities,
preferred stock or common stock, holders of such warrants will not have any of
the rights of holders of the debt securities, preferred stock or common stock,
as the case may be, purchasable upon such exercise, including the right to
receive payments of principal of, premium, if any, or interest, if any, on the
debt securities purchasable upon such exercise or to enforce covenants in the
applicable indenture, or to receive payments of dividends, if any, on the
preferred stock or common stock purchasable upon such exercise or to exercise
any applicable right to vote.

BOOK-ENTRY SECURITIES

Unless otherwise specified in the applicable prospectus supplement, we
will issue securities, other than common stock, in the form of one or more
book-entry certificates registered in the name of a depositary or a nominee of a
depositary. Unless otherwise specified in the applicable prospectus supplement,
the depositary will be The Depository Trust Company, referred to below as "DTC."
We have been informed by DTC that its nominee will be Cede & Co. Accordingly,
Cede is expected to be the initial registered holder of all securities that are
issued in book-entry form.

No person that acquires a beneficial interest in securities issued in
book-entry form will be entitled to receive a certificate representing those
securities, except as set forth in this prospectus or in the applicable
prospectus supplement. Unless and until definitive securities are issued under
the limited circumstances described below, all references to actions by
beneficial owners of securities issued in book-entry form will refer to actions
taken by DTC upon instructions from its participants, and all references to
payments and notices to beneficial owners will refer to payments and notices to
DTC or Cede, as the registered holder of such securities.

DTC has informed us that it is:

- a limited purpose trust company organized under New York banking
laws;

25
<PAGE>

- a "banking organization" within the meaning of the New York banking
laws;

- a member of the Federal Reserve System;

- a "clearing corporation" within the meaning of the New York Uniform
Commercial Code; and

- a "clearing agency" registered under the Securities Exchange Act of
1934, as amended.

DTC has also informed us that it was created to:

- hold securities for "participants"; and

- facilitate the clearance and settlement of securities transactions
among participants through electronic book-entry, thereby
eliminating the need for the physical movement of securities
certificates.

Participants have accounts with DTC and include securities brokers and
dealers, banks, trust companies and clearing corporations. Indirect access to
the DTC system also is available to indirect participants such as banks,
brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a participant, either directly or indirectly.

Persons that are not participants or indirect participants but desire
to buy, sell or otherwise transfer ownership of or interests in securities may
do so only through participants and indirect participants. Under the book-entry
system, beneficial owners may experience some delay in receiving payments, as
payments will be forwarded by our agent to Cede, as nominee for DTC. DTC will
forward these payments to its participants, which thereafter will forward them
to indirect participants or beneficial owners. Beneficial owners will not be
recognized by the applicable registrar, transfer agent, trustee or depositary as
registered holders of the securities entitled to the benefits of the
certificate, the indenture or any deposit agreement. Beneficial owners that are
not participants will be permitted to exercise their rights as an owner only
indirectly through participants and, if applicable, indirect participants.

Under the current rules and regulations affecting DTC, DTC will be
required to make book-entry transfers of securities among participants and to
receive and transmit payments to participants. Participants and indirect
participants with which beneficial owners of securities have accounts are also
required by these rules to make book-entry transfers and receive and transmit
such payments on behalf of their respective account holders.

Because DTC can act only on behalf of participants, who in turn act
only on behalf of other participants or indirect participants, and on behalf of
certain banks, trust companies and other persons approved by it, the ability of
a beneficial owner of securities issued in book-entry form to pledge those
securities to persons or entities that do not participate in the DTC system may
be limited due to the unavailability of physical certificates for the
securities.

DTC has advised us that it will take any action permitted to be taken
by a registered holder of any securities under the certificate, the indenture or
any deposit agreement only at the direction of one or more participants to whose
accounts with DTC the securities are credited.

DTC has further advised us that its management is aware that some
computer applications, systems, and the like for processing data that are
dependent upon calendar dates, including dates before, on, and after January 1,
2000, may encounter "Year 2000 problems." DTC has informed its participants and
other members of the financial community that it has developed and is
implementing a program so that its computer systems, as they relate to the
timely payment of distributions to security holders, book-entry deliveries, and
settlement of trades within DTC, continue to function appropriately. This
program includes a technical assessment and a remediation plan, each of which is
complete. Additionally, DTC's plan includes a testing phase, which is expected
to be completed prior to December 31, 1999.

However, DTC's ability to perform properly its services is also
dependent upon other parties, including issuers and their agents, as well as
DTC's direct and indirect participants and third party vendors from whom DTC
licenses software and hardware, and third party vendors on whom DTC relies for
information or the provision of services, including telecommunication and
electrical utility service providers, among others. DTC has informed its
participants and other members of the financial community that it is contacting
and will continue to contact third party vendors from whom it acquires services
to impress upon them the importance of such services being Year 2000 compliant
and determine the extent of their efforts for Year 2000 remediation -- and, as
appropriate, testing -- of their services. In addition, DTC is in the process of
developing contingency plans that it considers appropriate.

26
<PAGE>

According to DTC, the information with respect to DTC has been provided
to its participants and other members of the financial community for
informational purposes only and is not intended to serve as a representation,
warranty, or contract modification of any kind.

Unless otherwise specified in the applicable prospectus supplement, a
book-entry security will be exchangeable for definitive securities registered in
the names of persons other than DTC or its nominee only if:

- DTC notifies us that it is unwilling or unable to continue as
depositary for the book-entry security or DTC ceases to be a
clearing agency registered under the Securities Exchange Act of
1934, as amended, at a time when DTC is required to be so
registered; or

- we execute and deliver to the applicable registrar, transfer agent,
trustee and/or depositary an order complying with the requirements
of the certificate, the indenture or any deposit agreement that the
book-entry security will be so exchangeable.

Any book-entry security that is exchangeable in accordance with the
preceding sentence will be exchangeable for securities registered in such names
as DTC directs.

If one of the events described in the immediately preceding paragraph
occurs, DTC is generally required to notify all participants of the availability
through DTC of definitive securities. Upon surrender by DTC of the book-entry
security representing the securities and delivery of instructions for
re-registration, the registrar, transfer agent, trustee or depositary, as the
case may be, will reissue the securities as definitive securities. After
reissuance of the securities, such persons will recognize the beneficial owners
of such definitive securities as registered holders of securities.

Except as described above:

- a book-entry security may not be transferred except as a whole
book-entry security by or among DTC, a nominee of DTC and/or a
successor depositary appointed by us; and

- DTC may not sell, assign or otherwise transfer any beneficial
interest in a book-entry security unless the beneficial interest is
in an amount equal to an authorized denomination for the securities
evidenced by the book-entry security.

None of Battle Mountain Gold, the trustees, any registrar and transfer
agent or any depositary, or any agent of any of them, will have any
responsibility or liability for any aspect of DTC's or any participant's records
relating to, or for payments made on account of, beneficial interests in a
book-entry security.

PLAN OF DISTRIBUTION

We may issue, offer, sell or otherwise distribute the securities
through agents, through or to underwriters or dealers, or directly.

We may designate agents who agree to use their reasonable efforts to
solicit purchases for the period of their appointment or to sell securities on a
continuing basis.

If we use underwriters for a sale of securities, the underwriters will
acquire the securities for their own account. The underwriters may resell the
securities in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of sale.
The obligations of the underwriters to purchase the securities will be subject
to the conditions set forth in the applicable underwriting agreement. The
underwriters will be obligated to purchase all the securities of the series
offered if any of the securities of that series are purchased. Any initial
public offering price and any discounts or concessions allowed or re-allowed or
paid to dealers may be changed from time to time.

We may also sell securities directly to one or more purchasers without
using underwriters or agents.

Underwriters, dealers and agents that participate in the distribution
of the securities may be underwriters as defined in the Securities Act of 1933,
as amended, and any discounts or commissions they receive from us and any profit
on their resale of the securities may be treated as underwriting discounts and
commissions under the Securities Act of 1933, as amended. The applicable

27
<PAGE>

prospectus supplement will identify any underwriters, dealers or agents and will
describe their compensation. We may have agreements with the underwriters,
dealers and agents to indemnify them against certain civil liabilities,
including liabilities under the Securities Act of 1933, as amended.

Underwriters, dealers and agents may engage in transactions with or
perform services for us or our subsidiaries in the ordinary course of their
businesses.

Any common stock purchase rights we issue will be attached to specified
outstanding securities of Battle Mountain Gold, or will be distributed to the
holders of specified outstanding securities of Battle Mountain Gold, as of a
specified record date. Any shares of common stock offered pursuant to such
common stock purchase rights will be issued by Battle Mountain Gold directly to
the holders exercising the common stock purchase rights. Battle Mountain Gold
may elect to retain dealer-managers or other agents in connection with any
common stock purchase rights offering to provide marketing assistance or to
solicit exercises of common stock purchase rights. The identity of any such
dealer-managers or other agents and the compensation to be provided by Battle
Mountain Gold to such dealer-managers or other agents will be described in the
related prospectus supplement.

If common stock purchase rights are issued, we may enter into
arrangements with one or more standby purchasers, which could include one or
more existing holders of our outstanding securities, providing for the sale to
the standby purchasers of all or a portion of the shares of common stock not
subscribed for by holders of the common stock purchase rights. In that case, the
relevant prospectus supplement will describe the standby purchaser or
purchasers, any material relationships with Battle Mountain Gold and the terms
and conditions of the standby purchase arrangements.

TRADING MARKETS AND LISTING OF SECURITIES

Unless otherwise specified in the applicable prospectus supplement,
each class or series of securities will be a new issue with no established
trading market, other than the common stock which is listed on the New York
Stock Exchange, the Australian Stock Exchange Limited, the Swiss Stock Exchanges
and the Frankfurt Stock Exchange. We may elect to list any other class or series
of securities on any exchange, but we are not obligated to do so. It is possible
that one or more underwriters may make a market in a class or series of
securities, but the underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. We cannot give any
assurance as to the liquidity of the trading market for any of the securities.

STABILIZATION ACTIVITIES

Any underwriter may engage in over-allotment, stabilizing transactions,
short-covering transactions and penalty bids in accordance with Regulation M
under the Securities Exchange Act of 1934, as amended. Over-allotment involves
sales in excess of the offering size, which create a short position. Stabilizing
transactions permit bids to purchase the underlying security so long as the
stabilizing bids do not exceed a specified maximum. Short-covering transactions
involve purchases of the securities in the open market after the distribution is
completed to cover short positions. Penalty bids permit the underwriters to
reclaim a selling concession from a dealer when the securities originally sold
by the dealer are purchased in a covering transaction to cover short positions.
Those activities may cause the price of the securities to be higher than it
would otherwise be. If commenced, the underwriters may discontinue any of the
activities at any time.

LEGAL MATTERS

The legality of the securities will be passed upon for Battle Mountain
Gold by its Vice President, General Counsel and Secretary, Greg V. Etter. As of
the date of this prospectus, Mr. Etter owns approximately 4,380 shares of Battle
Mountain Gold common stock through Battle Mountain Gold's 401(k) savings plan
and holds employee stock options to purchase 80,800 shares of Battle Mountain
Gold common stock, of which options to purchase 11,900 shares are currently
exercisable.

Mayor, Day, Caldwell & Keeton, L.L.P., Houston, Texas, our outside
legal counsel, and Mr. Etter will issue opinions about some legal matters in
connection with each offering and issuance of securities pursuant to this
prospectus.

EXPERTS

The financial statements incorporated in this prospectus by reference
to the Annual Report on Form 10-K for the year ended December 31, 1998, have
been so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.

28
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Estimated expenses, other than underwriting discounts and commissions,
in connection with the issuance and distribution of the securities are as
follows:

<TABLE>
<S> <C>
Securities and Exchange Commission filing fee..... $ 41,700
Rating agency fees................................ 25,000
Legal fees and expenses........................... 100,000
Accounting fees and expenses...................... 50,000
Trustee's fees and expenses....................... 10,000
Printing and engraving............................ 100,000
Miscellaneous..................................... 23,300
---------
Total................................... $ 350,000
=========
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article VII of the Battle Mountain Gold Bylaws provides for the
indemnification of officers and directors of Battle Mountain Gold to the extent
authorized by the Nevada General Corporation Law. Pursuant to Section 78.7502 of
the Nevada General Corporation Law, Battle Mountain Gold generally has the power
to indemnify its present and former directors, officers, employees and agents
against expenses, judgments and amounts paid in settlements incurred by them in
connection with any suit to which they are, or are threatened to be made, a
party by reason of their serving in such positions so long as they acted in good
faith and in a manner they reasonably believed to be in or not opposed to the
best interests of Battle Mountain Gold and, with respect to any criminal action,
they had no reasonable cause to believe their conduct was unlawful. With respect
to suits by or in the right of a corporation, however, indemnification is not
available if such person is finally adjudged to be liable to Battle Mountain
Gold or for amounts paid in settlement, unless and only to the extent the court
determines that indemnification is appropriate. The statute also expressly
provides that the power to indemnify authorized thereby is not exclusive of any
rights granted under any bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise.

Section 78.752 of the Nevada General Corporation Law also enables a
corporation to purchase and maintain insurance for its present and former
directors, officers, employees and agents. Accordingly, Battle Mountain Gold has
provided liability insurance for each director and officer for certain losses
arising from claims or charges made against him while acting in his capacity as
a director or officer of Battle Mountain Gold, including liabilities under
federal securities laws.

The above discussion of Battle Mountain Gold's Bylaws and of Sections
78.7502 and 78.752 of the Nevada General Corporation Law is not intended to be
exhaustive and is respectively qualified in its entirety by such Bylaws and
statute.

Additionally, Article Tenth of Battle Mountain Gold's charter limits
the liability of Battle Mountain Gold's directors and officers under certain
circumstances. Article Tenth states:

No director or officer of the Corporation shall be personally liable to
the Corporation or any of its stockholders for damages for breach of
fiduciary duty as a director or officer involving any act or omission
of any such director or officer occurring on or after April 28, 1987;
provided, however, that the foregoing provision shall not eliminate or
limit the liability of a director or officer:

- for acts or omissions which involve intentional misconduct, fraud or
a knowing violation of law; or

- the payment of dividends in violation of Section 78.300 of the
Nevada General Corporation Law.

Any repeal or modification of this Article by the stockholders of the
Corporation shall be prospective only, and shall not adversely affect
any limitation on the personal liability of a director or officer of
the Corporation for acts or omissions prior to such repeal or
modification.

II-1
<PAGE>

Reference is made to the form of underwriting agreements to be
incorporated by reference in this registration statement for a description of
the indemnification arrangements Battle Mountain Gold agrees to in connection
with offerings of the securities registered by this registration statement.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

<TABLE>
<CAPTION>
EXHIBIT NO. DOCUMENT
- ----------- --------
<S> <C> <C>
+1 -- The form of any underwriting agreement will be filed as an exhibit
to a current report of Battle Mountain Gold and incorporated in this
registration statement by reference.

*2(a) -- Plan of Arrangement of Hemlo Gold Mines Inc. under Section 182 of
the Business Corporations Act (Ontario) (Annex D to Exhibit 20(a),
Joint Management Information Circular and Proxy statement, to Battle
Mountain Gold's Current Report on Form 8-K dated June 11, 1996).

*2(b) -- Combination Agreement effective as of March 11, 1996 by and between
Battle Mountain Gold and Hemlo Gold Mines Inc. (Annex C to Exhibit 20(a),
Joint Management Information Circular and Proxy Statement, to Battle
Mountain Gold's Current Report on Form 8-K dated June 11, 1996).

*3(a) -- Restated Articles of Incorporation of Battle Mountain Gold, as amended
and restated through July 19, 1996 (Exhibit 3(a) to Battle Mountain Gold's
Annual Report on Form 10-K for the year ended December 31, 1996).

*3(b) -- Bylaws of Battle Mountain Gold, as amended through March 21, 1997
(Exhibit 3(d) to Battle Mountain Gold's Annual Report on Form 10-K/A for
the year ended December 31, 1996).

*4(a) -- Rights Agreement, dated November 10, 1988, as amended and restated as
of July 19, 1996, between Battle Mountain Gold and The Bank of New York,
as Rights Agent (Exhibit 4(e) to Battle Mountain Gold's Current Report on
Form 8-K dated July 19, 1996).

*4(b) -- Third Amendment to Rights Agreement, dated and effective as of November 10,
1998, between Battle Mountain Gold and The Bank of New York, as Rights
Agent (Exhibit 4(a)(2) to Battle Mountain Gold's Annual Report on Form 10-K
for the fiscal year ended December 31, 1998).

*4(c) -- Certificate of Designations, Preferences and Rights of $3.25 Convertible
Preferred Stock of Battle Mountain Gold as filed with the Secretary of State
of the State of Nevada on May 18, 1993 (incorporated by reference to Exhibit 4(b)
to Battle Mountain Gold's current report on Form 8-K dated July 19, 1996).

+4(d) -- The form of any Deposit Agreement, with the related form of Depositary Receipt,
will be filed as an exhibit to a current report of Battle Mountain Gold and
incorporated in this registration statement by reference.

4(e) -- Form of Indenture between Battle Mountain Gold and Chase Bank of Texas,
National Association, as Trustee governing the debt securities.

*4(f) -- Voting, Support and Exchange Trust Agreement dated as of July 19, 1996
between Battle Mountain Gold, Hemlo Gold Mines Inc. and CIBC Mellon Trust
Company (as successor to The R-M Trust Company) (Annex E to Exhibit 20(a),
Joint Management Information Circular and Proxy Statement, to Battle Mountain
Gold's Current Report on Form 8-K dated June 11, 1996).

*4(g) -- Fiscal and Paying Agency Agreement, dated as of January 4, 1990, between
Battle Mountain Gold and Citibank, N.A., Fiscal Agent (Exhibit 4(c) to Battle
Mountain Gold's Annual Report on Form 10-K for the year ended December 31, 1989).

5 -- Opinion of Greg V. Etter, Esq., General Counsel and Secretary of Battle
Mountain Gold.

12 -- Statement of computation of ratio of earnings to combined fixed charges and
preferred stock dividends.

23(a) -- Consent of Greg V. Etter, Esq., General Counsel and Secretary of
Battle Mountain Gold (included in Exhibit 5)

23(b) -- Consent of PricewaterhouseCoopers LLP, independent accountants.

II-2
<PAGE>

EXHIBIT NO. DOCUMENT
- ----------- --------

23(c) -- Consent of Mayor, Day, Caldwell & Keeton, L.L.P.

25 -- Statement of Eligibility and Qualification under Trust Indenture Act of
1939 of Chase Bank of Texas, National Association, Trustee, on Form T-1.

*99(a) -- Specimen Stock Certificate for the Common Stock of Battle Mountain Gold
(Exhibit 4(b) to Battle Mountain Gold's Annual Report on Form 10-K for
the year ended December 31, 1998).

*99(b) -- Specimen Stock Certificate for the Preferred Stock of Battle Mountain
Gold (Exhibit 1 to Battle Mountain Gold's Form 8-A dated May 10, 1993).
</TABLE>
- ----------------------------
+ To be incorporated by reference from a subsequently filed document if
applicable.
* Incorporated by reference from previously filed documents as indicated.

ITEM 17. UNDERTAKINGS

(a) The undersigned registrant hereby undertakes:

(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:

(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and

(iii) to include any material information with respect to
the plan of distribution not previously disclosed in this
registration statement or any material change to such information
in this registration statement.

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
Registrar pursuant to Sections 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement;

(2) that, for the purposes of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof;

(3) that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by
reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof;

(4) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering;

II-3
<PAGE>

(5) for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of prospectus
filed by the undersigned registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act of 1933 shall be deemed to
be part of this registration statement as of the time it was
declared effective; and

(6) for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offer of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by any such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether or not such indemnification is against
public policy as expressed in the Securities Act of 1933 and will be governed by
the final adjudication of such issue.

II-4
<PAGE>

SIGNATURES

Pursuant to the requirements of Securities Act of 1933, the undersigned
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, Texas, on the 1st day of October, 1999.

BATTLE MOUNTAIN GOLD COMPANY

By: /s/ JOHN A. KEYES
-------------------------------------
John A. Keyes
President and Chief Operating Officer

Date: October 1, 1999

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John A. Keyes and Phillips S. Baker, Jr.
his true and lawful attorney-in-fact and agent with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this registration statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitutes, may lawfully do or cause to be done by virtue
thereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
(a) Principal Executive Officer

/s/ KARL E. ELERS Chief Executive October 1, 1999
- ------------------------------------ Officer and Director
Karl E. Elers

(b) Principal Financial Officer

/s/ PHILLIPS S. BAKER, JR. Vice President and Chief October 1, 1999
- ------------------------------------ Financial Officer
Phillips S. Baker, Jr.

/s/ JEFFREY L. POWERS Vice President and Controller October 1, 1999
- ------------------------------------
Jeffrey L. Powers

II-5
<PAGE>

SIGNATURE TITLE DATE
- --------- ----- ----

(d) Other Directors

/s/ IAN D. BAYER Director September 28, 1999
- ------------------------------------
Ian D. Bayer

/s/ DOUGLAS J. BOURNE Director September 30, 1999
- ------------------------------------
Douglas J. Bourne

/s/ DAVID L. BUMSTEAD Director September 29, 1999
- ------------------------------------
David L. Bumstead

/s/ DELO H. CASPARY Director September 29, 1999
- ------------------------------------
Delo H. Caspary

/s/ CHARLES E. CHILDERS Director September 29, 1999
- ------------------------------------
Charles E. Childers

/s/ DAVID W. KERR Director September 29, 1999
- ------------------------------------
David W. Kerr

/s/ TERRENCE E. LYONS Director September 28, 1999
- ------------------------------------
Terrence E. Lyons

/s/ MARY MOGFORD Director September 29, 1999
- ------------------------------------
Mary Mogford

/s/ WILLIAM A. WISE Director September 29, 1999
- ------------------------------------
William A. Wise
</TABLE>

II-6

<PAGE>

BATTLE MOUNTAIN GOLD COMPANY,
COMPANY

CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
TRUSTEE

--------------

INDENTURE

--------------

Dated as of _______________, 1999

Debt Securities

<PAGE>

Reconciliation and tie between
Trust Indenture Act of 1939 (the "Trust Indenture Act")
and Indenture

<TABLE>
<CAPTION>
Trust Indenture
Act Section Indenture Section
<S> <C>
Section 310(a)(1) 607
(a)(2) 607
(b) 608
Section 312(a) 701
(b) 702
(c) 702
Section 313(a) 703
(c) 703
(d) 703
Section 314(a) 704
(c)(1) 102
(c)(2) 102
(e) 102
(f) 102
Section 316(a) (last sentence) 101
(a)(1)(A) 502, 512
(a)(1)(B) 513
(b) 508
Section 317(a)(1) 503
(a)(2) 504
(b) 1003
Section 318(a) 108
</TABLE>

- -----------------
Note: This reconciliation and tie shall not, for any purpose, be deemed to be
part of the Indenture.

Attention should also be directed to Section 318(c) of the Trust
Indenture Act, which provides that the provisions of Sections 310 to and
including 317 are a part of and govern every qualified indenture, whether or not
physically contained therein.

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
ARTICLE I. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION. . . . 1
SECTION 101. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . 1
"ACT" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
"ADDITIONAL AMOUNTS". . . . . . . . . . . . . . . . . . . . . . . . 2
"AFFILIATE" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
"AUTHENTICATING AGENT". . . . . . . . . . . . . . . . . . . . . . . 2
"AUTHORIZED NEWSPAPER". . . . . . . . . . . . . . . . . . . . . . . 2
"BEARER SECURITY" . . . . . . . . . . . . . . . . . . . . . . . . . 2
"BOARD OF DIRECTORS". . . . . . . . . . . . . . . . . . . . . . . . 2
"BOARD RESOLUTION". . . . . . . . . . . . . . . . . . . . . . . . . 3
"BUSINESS DAY," . . . . . . . . . . . . . . . . . . . . . . . . . . 3
"COMMISSION". . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
"COMMON STOCK". . . . . . . . . . . . . . . . . . . . . . . . . . . 3
"COMPANY" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
"COMPANY REQUEST" AND "COMPANY ORDER" . . . . . . . . . . . . . . . 3
"CONVERSION EVENT". . . . . . . . . . . . . . . . . . . . . . . . . 3
"CONVERSION PRICE". . . . . . . . . . . . . . . . . . . . . . . . . 3
"CORPORATE TRUST OFFICE". . . . . . . . . . . . . . . . . . . . . . 4
"CORPORATION" . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
"COUPON". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
"CUSIP NUMBER". . . . . . . . . . . . . . . . . . . . . . . . . . . 4
"DEFAULTED INTEREST". . . . . . . . . . . . . . . . . . . . . . . . 4
"DOLLARS" OR "$". . . . . . . . . . . . . . . . . . . . . . . . . . 4
"ECU" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
"EUROPEAN MONETARY SYSTEM". . . . . . . . . . . . . . . . . . . . . 4
"EUROPEAN UNION". . . . . . . . . . . . . . . . . . . . . . . . . . 4
"EVENT OF DEFAULT". . . . . . . . . . . . . . . . . . . . . . . . . 5
"EXCHANGEABLE SHARES" . . . . . . . . . . . . . . . . . . . . . . . 5
"FOREIGN CURRENCY". . . . . . . . . . . . . . . . . . . . . . . . . 5
"GAAP". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
"GOVERNMENT OBLIGATIONS". . . . . . . . . . . . . . . . . . . . . . 5
"HOLDER". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
"INDEBTEDNESS," . . . . . . . . . . . . . . . . . . . . . . . . . . 5
"INDENTURE" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
"INDEPENDENT PUBLIC ACCOUNTANTS". . . . . . . . . . . . . . . . . . 6
"INDEXED SECURITY". . . . . . . . . . . . . . . . . . . . . . . . . 6
"INTEREST," . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
"INTEREST PAYMENT DATE,". . . . . . . . . . . . . . . . . . . . . . 6
"JUDGMENT CURRENCY" . . . . . . . . . . . . . . . . . . . . . . . . 6
"LEGAL HOLIDAYS," . . . . . . . . . . . . . . . . . . . . . . . . . 6
"LIEN," . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
"LIMITED RECOURSE INDEBTEDNESS" . . . . . . . . . . . . . . . . . . 6
"MATURITY," . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
"NEW YORK BANKING DAY". . . . . . . . . . . . . . . . . . . . . . . 7

i
<PAGE>

"OFFICE" OR "AGENCY," . . . . . . . . . . . . . . . . . . . . . . . 7
"OFFICERS' CERTIFICATE" . . . . . . . . . . . . . . . . . . . . . . 7
"OPINION OF COUNSEL". . . . . . . . . . . . . . . . . . . . . . . . 7
"ORIGINAL ISSUE DISCOUNT SECURITY". . . . . . . . . . . . . . . . . 7
"OUTSTANDING,". . . . . . . . . . . . . . . . . . . . . . . . . . . 7
"PAYING AGENT". . . . . . . . . . . . . . . . . . . . . . . . . . . 8
"PAYMENT MEDIUM". . . . . . . . . . . . . . . . . . . . . . . . . . 8
"PERSON". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
"PLACE OF PAYMENT," . . . . . . . . . . . . . . . . . . . . . . . . 9
"PREDECESSOR SECURITY". . . . . . . . . . . . . . . . . . . . . . . 9
"REDEMPTION DATE,". . . . . . . . . . . . . . . . . . . . . . . . . 9
"REDEMPTION PRICE," . . . . . . . . . . . . . . . . . . . . . . . . 9
"REGISTERED SECURITY" . . . . . . . . . . . . . . . . . . . . . . . 9
"REGULAR RECORD DATE" . . . . . . . . . . . . . . . . . . . . . . . 9
"REQUIRED CURRENCY" . . . . . . . . . . . . . . . . . . . . . . . . 9
"RESPONSIBLE OFFICER" . . . . . . . . . . . . . . . . . . . . . . . 9
"SECURITY" OR "SECURITIES". . . . . . . . . . . . . . . . . . . . . 9
"SECURITY REGISTER" AND "SECURITY REGISTRAR". . . . . . . . . . . .10
"SENIOR INDEBTEDNESS" . . . . . . . . . . . . . . . . . . . . . . .10
"SPECIAL RECORD DATE" . . . . . . . . . . . . . . . . . . . . . . .11
"STATED MATURITY,". . . . . . . . . . . . . . . . . . . . . . . . .11
"SUBSIDIARY". . . . . . . . . . . . . . . . . . . . . . . . . . . .11
"TRUST INDENTURE ACT" . . . . . . . . . . . . . . . . . . . . . . .11
"TRUSTEE" . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
"UNITED STATES,". . . . . . . . . . . . . . . . . . . . . . . . . .11
"UNITED STATES ALIEN,". . . . . . . . . . . . . . . . . . . . . . .11
"U.S. DEPOSITORY" OR "DEPOSITORY" . . . . . . . . . . . . . . . . .11
"VICE PRESIDENT," . . . . . . . . . . . . . . . . . . . . . . . . .12
"VOTING STOCK". . . . . . . . . . . . . . . . . . . . . . . . . . .12
SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS. . . . . . . . . . .12
SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE. . . . . . . . . .12
SECTION 104. ACTS OF HOLDERS . . . . . . . . . . . . . . . . . . . . .13
SECTION 105. NOTICES, ETC. TO TRUSTEE AND COMPANY. . . . . . . . . . .15
SECTION 106. NOTICE TO HOLDERS OF SECURITIES; WAIVER . . . . . . . . .15
SECTION 107. LANGUAGE OF NOTICES . . . . . . . . . . . . . . . . . . .16
SECTION 108. CONFLICT WITH TRUST INDENTURE ACT . . . . . . . . . . . .16
SECTION 109. EFFECT OF HEADINGS AND TABLE OF CONTENTS. . . . . . . . .16
SECTION 110. SUCCESSORS AND ASSIGNS. . . . . . . . . . . . . . . . . .16
SECTION 111. SEPARABILITY CLAUSE . . . . . . . . . . . . . . . . . . .16
SECTION 112. BENEFITS OF INDENTURE . . . . . . . . . . . . . . . . . .17
SECTION 113. GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . .17
SECTION 114. LEGAL HOLIDAYS. . . . . . . . . . . . . . . . . . . . . .17
SECTION 115. COUNTERPARTS. . . . . . . . . . . . . . . . . . . . . . .17
SECTION 116. JUDGMENT CURRENCY . . . . . . . . . . . . . . . . . . . .17

ii
<PAGE>

SECTION 117. INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS OF
ISSUER EXEMPT FROM INDIVIDUAL LIABILITY . . . . . . . . .18
SECTION 118. PROVISIONS OF INDENTURE FOR THE SOLE BENEFIT OF
PARTIES AND SECURITYHOLDERS . . . . . . . . . . . . . . .18
SECTION 119. OFFICERS' CERTIFICATES AND OPINIONS OF COUNSEL;
STATEMENTS TO BE CONTAINED THEREIN. . . . . . . . . . . .18
SECTION 120. OFFICIAL ACTS BY SUCCESSOR ENTITY . . . . . . . . . . . .19

ARTICLE II. SECURITIES FORMS. . . . . . . . . . . . . . . . . . . . . . .19

SECTION 201. FORMS GENERALLY . . . . . . . . . . . . . . . . . . . . .19
SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION . . . . .20
SECTION 203. SECURITIES IN GLOBAL FORM . . . . . . . . . . . . . . . .20
SECTION 204. FORM OF ELECTION TO CONVERT . . . . . . . . . . . . . . .21

ARTICLE III. THE SECURITIES. . . . . . . . . . . . . . . . . . . . . . .22

SECTION 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES. . . . . . . . . . .22
SECTION 302. PAYMENT MEDIUM; DENOMINATIONS . . . . . . . . . . . . . .26
SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING. . . . . .26
SECTION 304. TEMPORARY SECURITIES. . . . . . . . . . . . . . . . . . .28
SECTION 305. REGISTRATION, TRANSFER AND EXCHANGE . . . . . . . . . . .29
SECTION 306. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES. . . . .32
SECTION 307. PAYMENT OF INTEREST AND CERTAIN ADDITIONAL AMOUNTS;
RIGHTS TO INTEREST AND CERTAIN ADDITIONAL AMOUNTS
PRESERVED . . . . . . . . . . . . . . . . . . . . . . . .33
SECTION 308. PERSONS DEEMED OWNERS . . . . . . . . . . . . . . . . . .35
SECTION 309. CANCELLATION. . . . . . . . . . . . . . . . . . . . . . .35
SECTION 310. COMPUTATION OF INTEREST . . . . . . . . . . . . . . . . .35

ARTICLE IV. SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS . .36
SECTION 401. SATISFACTION AND DISCHARGE. . . . . . . . . . . . . . . .36
SECTION 402. RETURN OF MONEYS HELD BY TRUSTEE AND PAYING AGENT
UNCLAIMED FOR TWO YEARS . . . . . . . . . . . . . . . . .37
SECTION 403. DEFEASANCE AND COVENANT DEFEASANCE. . . . . . . . . . . .37
SECTION 404. APPLICATION OF TRUST MONEY. . . . . . . . . . . . . . . .41
SECTION 405. REINSTATEMENT . . . . . . . . . . . . . . . . . . . . . .42

ARTICLE V. REMEDIES. . . . . . . . . . . . . . . . . . . . . . . . . . .42

SECTION 501. EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . .42
SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. . . .43
SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . .44
SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM. . . . . . . . . . . . .45
SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
SECURITIES OR COUPONS . . . . . . . . . . . . . . . . . .46
SECTION 506. APPLICATION OF MONEY COLLECTED. . . . . . . . . . . . . .46
SECTION 507. LIMITATIONS ON SUITS. . . . . . . . . . . . . . . . . . .47
SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL
AND ANY PREMIUM, INTEREST AND ADDITIONAL AMOUNTS. . . . .47
SECTION 509. RESTORATION OF RIGHTS AND REMEDIES. . . . . . . . . . . .47
SECTION 510. RIGHTS AND REMEDIES CUMULATIVE. . . . . . . . . . . . . .48

iii
<PAGE>

SECTION 511. DELAY OR OMISSION NOT WAIVER. . . . . . . . . . . . . . .48
SECTION 512. CONTROL BY HOLDERS OF SECURITIES. . . . . . . . . . . . .48
SECTION 513. WAIVER OF PAST DEFAULTS . . . . . . . . . . . . . . . . .48
SECTION 514. WAIVER OF STAY OR EXTENSION LAWS. . . . . . . . . . . . .49
SECTION 515. UNDERTAKING FOR COSTS . . . . . . . . . . . . . . . . . .49

ARTICLE VI. THE TRUSTEE. . . . . . . . . . . . . . . . . . . . . . . . .50
SECTION 601. CERTAIN RIGHTS OF TRUSTEE . . . . . . . . . . . . . . . .50
SECTION 602. NOTICE OF DEFAULTS. . . . . . . . . . . . . . . . . . . .51
SECTION 603. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES. .51
SECTION 604. MAY HOLD SECURITIES . . . . . . . . . . . . . . . . . . .52
SECTION 605. MONEY HELD IN TRUST . . . . . . . . . . . . . . . . . . .52
SECTION 606. COMPENSATION AND REIMBURSEMENT. . . . . . . . . . . . . .52
SECTION 607. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.. . . . . . . . .53
SECTION 608. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR . . . .53
SECTION 609. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. . . . . . . . . .54
SECTION 610. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS. . . . . . . . . . . . . . . . . . . . . . . . .56
SECTION 611. APPOINTMENT OF AUTHENTICATING AGENT . . . . . . . . . . .56

ARTICLE VII. HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY . . . . . .58
SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES
OF HOLDERS. . . . . . . . . . . . . . . . . . . . . . . .58
SECTION 702. PRESERVATION OF INFORMATION, COMMUNICATIONS TO HOLDERS. .58
SECTION 703. REPORT BY TRUSTEE . . . . . . . . . . . . . . . . . . . .58
SECTION 704. REPORTS BY COMPANY. . . . . . . . . . . . . . . . . . . .59

ARTICLE VIII. CONSOLIDATION, MERGER AND SALES . . . . . . . . . . . . . .60
SECTION 801. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS. . .60
SECTION 802. SUCCESSOR PERSON SUBSTITUTED FOR COMPANY. . . . . . . . .60

ARTICLE IX. SUPPLEMENTAL INDENTURES. . . . . . . . . . . . . . . . . . .61
SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS. . . .61
SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS . . . . .62
SECTION 903. EXECUTION OF SUPPLEMENTAL INDENTURES. . . . . . . . . . .63
SECTION 904. EFFECT OF SUPPLEMENTAL INDENTURES . . . . . . . . . . . .63
SECTION 905. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES. . . .63
SECTION 906. CONFORMITY WITH TRUST INDENTURE ACT . . . . . . . . . . .64

ARTICLE X. COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . .64
SECTION 1001. PAYMENT OF PRINCIPAL, ANY PREMIUM, INTEREST AND
ADDITIONAL AMOUNTS. . . . . . . . . . . . . . . . . . . .64
SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY . . . . . . . . . . . . .64
SECTION 1003. MONEY OR OTHER CONSIDERATION FOR SECURITIES PAYMENT TO
BE HELD IN TRUST. . . . . . . . . . . . . . . . . . . . .65
SECTION 1004. ADDITIONAL AMOUNTS. . . . . . . . . . . . . . . . . . . .67
SECTION 1005. CORPORATE EXISTENCE . . . . . . . . . . . . . . . . . . .68
SECTION 1006. WAIVER OF CERTAIN COVENANTS . . . . . . . . . . . . . . .68
SECTION 1007. COMPANY STATEMENT AS TO COMPLIANCE; NOTICE OF
CERTAIN DEFAULTS. . . . . . . . . . . . . . . . . . . . .68

iv
<PAGE>

ARTICLE XI. REDEMPTION OF SECURITIES . . . . . . . . . . . . . . . . . .69
SECTION 1101. APPLICABILITY OF ARTICLE. . . . . . . . . . . . . . . . .69
SECTION 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE . . . . . . . . . .69
SECTION 1103. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED . . . .69
SECTION 1104. NOTICE OF REDEMPTION. . . . . . . . . . . . . . . . . . .69
SECTION 1105. DEPOSIT OF REDEMPTION PRICE . . . . . . . . . . . . . . .71
SECTION 1106. SECURITIES PAYABLE ON REDEMPTION DATE . . . . . . . . . .71
SECTION 1107. SECURITIES REDEEMED IN PART . . . . . . . . . . . . . . .72

ARTICLE XII. REPAYMENT AT THE OPTION OF HOLDERS . . . . . . . . . . . . .72
SECTION 1201. APPLICABILITY OF ARTICLE. . . . . . . . . . . . . . . . .72

ARTICLE XIII. SECURITIES IN FOREIGN CURRENCIES . . . . . . . . . . . . . .73
SECTION 1301. APPLICABILITY OF ARTICLE. . . . . . . . . . . . . . . . .73

ARTICLE XIV. MEETINGS OF HOLDERS OF SECURITIES. . . . . . . . . . . . . .73
SECTION 1401. PURPOSES FOR WHICH MEETINGS MAY BE CALLED . . . . . . . .73
SECTION 1402. CALL, NOTICE AND PLACE OF MEETINGS. . . . . . . . . . . .73
SECTION 1403. PERSONS ENTITLED TO VOTE AT MEETINGS. . . . . . . . . . .74
SECTION 1404. QUORUM; ACTION. . . . . . . . . . . . . . . . . . . . . .74
SECTION 1405. DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT
OF MEETINGS . . . . . . . . . . . . . . . . . . . . . . .75
SECTION 1406. COUNTING VOTES AND RECORDING ACTION OF MEETINGS.. . . . .76

ARTICLE XV. CONVERSION OF SECURITIES . . . . . . . . . . . . . . . . . .76
SECTION 1501. GENERAL . . . . . . . . . . . . . . . . . . . . . . . . .76
SECTION 1502. RIGHT TO CONVERT. . . . . . . . . . . . . . . . . . . . .76
SECTION 1503. MANNER OF EXERCISE OF CONVERSION PRIVILEGE; DELIVERY OF
COMMON STOCK; NO ADJUSTMENT FOR INTEREST OR DIVIDENDS . .77
SECTION 1504. CASH PAYMENTS IN LIEU OF FRACTIONAL SHARES. . . . . . . .78
SECTION 1505. CONVERSION PRICE ADJUSTMENTS; EFFECT OF RECLASSIFICATION,
MERGERS, CONSOLIDATIONS AND SALES OF ASSETS . . . . . . .78
SECTION 1506. TAXES ON SHARES ISSUED. . . . . . . . . . . . . . . . . .82
SECTION 1507. SHARES TO BE FULLY PAID; COMPLIANCE WITH GOVERNMENTAL
REQUIREMENTS; LISTING OF COMMON STOCK . . . . . . . . . .82
SECTION 1508. RESPONSIBILITY OF TRUSTEE . . . . . . . . . . . . . . . .83
SECTION 1509. COVENANT TO RESERVE SHARES. . . . . . . . . . . . . . . .83
SECTION 1510. OTHER CONVERSIONS . . . . . . . . . . . . . . . . . . . .83
</TABLE>

v
<PAGE>

INDENTURE, dated as of ________________________, 1999 (the
"Indenture"), between BATTLE MOUNTAIN GOLD COMPANY, a corporation duly
organized and existing under the laws of the State of Nevada (hereinafter
called the "Company"), having its principal executive office located at 333
Clay Street, 42nd Floor, Houston, Texas 77002, and CHASE BANK OF TEXAS,
NATIONAL ASSOCIATION, a banking corporation duly organized and existing under
the laws of the State of New York (hereinafter called the "Trustee"), having
its Corporate Trust Office located at
__________________________________________________.

RECITALS

The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its senior unsecured
debentures, notes or other evidences of Indebtedness (hereinafter called the
"Securities"), unlimited as to principal amount, to bear such rates of
interest, to mature at such time or times, to be issued in one or more series
and to have such other provisions as shall be fixed as hereinafter provided.

The Company has duly authorized the execution and delivery of this
Indenture. All things necessary to make this Indenture a valid agreement of
the Company, in accordance with its terms, have been done.

This Indenture is subject to the provisions of the Trust Indenture Act
of 1939, as amended, and the rules and regulations of the Securities and
Exchange Commission promulgated thereunder that are required to be part of
this Indenture and, to the extent applicable, shall be governed by such
provisions.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the
Securities by the Holders (as herein defined) thereof, it is mutually
covenanted and agreed, for the equal and proportionate benefit of all Holders
of the Securities or of any series thereof and any Coupons (as herein
defined) as follows:

ARTICLE I.

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101. DEFINITIONS.

Except as otherwise expressly provided in or pursuant to this Indenture
or unless the context otherwise requires, for all purposes of this Indenture:

(1) the terms defined in this Article have the meanings
assigned to them in this Article, and include the plural as well as the
singular;

(2) all other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;

<PAGE>

(3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted
accounting principles and, except as otherwise herein expressly provided,
the terms "generally accepted accounting principles" or "GAAP" with
respect to any computation required or permitted hereunder shall mean
such accounting principles as are generally accepted in the United States
of America at the date of such computation;

(4) the words "herein," "hereof," "hereto" and "hereunder" and
other words of similar import refer to this Indenture as a whole and not
to any particular Article, Section or other subdivision; and

(5) the word "or" is always used inclusively (for example, the
phrase "A or B" means "A or B or both," not "either A or B but not
both").

Certain terms used principally in certain Articles hereof are defined
in those Articles.

"ACT," when used with respect to any Holder, has the meaning specified
in SECTION 104.

"ADDITIONAL AMOUNTS" means any additional amounts which are required
hereby or by any Security, under circumstances specified herein or therein,
to be paid by the Company in respect of certain taxes, assessments or other
governmental charges imposed on Holders specified therein and which are owing
to such Holders.

"AFFILIATE" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control," when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have the meanings correlative to
the foregoing.

"AUTHENTICATING AGENT" means any Person authorized by the Trustee
pursuant to SECTION 611 to act on behalf of the Trustee to authenticate
Securities of one or more series.

"AUTHORIZED NEWSPAPER" means a newspaper, in an official language of
the place of publication or in the English language, customarily published on
each day that is a Business Day in the place of publication, whether or not
published on days that are Legal Holidays in the place of publication, and of
general circulation in each place in connection with which the term is used
or in the financial community of each such place. Where successive
publications are required to be made in Authorized Newspapers, the successive
publications may be made in the same or in different newspapers in the same
city meeting the foregoing requirements and in each case on any day that is a
Business Day in the place of publication.

"BEARER SECURITY" means any Security in the form established pursuant
to SECTION 201 which is payable to bearer.

"BOARD OF DIRECTORS" means the board of directors of the Company or
any committee of that board duly authorized to act generally or in any
particular respect for the Company hereunder.

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<PAGE>

"BOARD RESOLUTION" means a copy of one or more resolutions, certified
by the Secretary or an Assistant Secretary of the Company to have been duly
adopted by the Board of Directors and to be in full force and effect on the
date of such certification, delivered to the Trustee.

"BUSINESS DAY," with respect to any Place of Payment or other
location, means, unless otherwise specified with respect to any Securities
pursuant to SECTION 301, any day other than a Saturday, Sunday or other day
on which banking institutions in such Place of Payment or other location are
authorized or obligated by law, regulation or executive order to close.

"COMMISSION" means the Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of 1934,
as amended, or, if at any time after the execution of this Indenture such
Commission is not existing and performing the duties now assigned to it under
the Trust Indenture Act, then the body performing such duties at such time.

"COMMON STOCK" includes any stock of any class of the Company which
has no preference in respect of dividends or of amounts payable in the event
of any voluntary or involuntary liquidation, dissolution or winding up of the
Company and which is not subject to redemption by the Company; in applying
the term "Common Stock" hereunder, appropriate provision shall be made to
give effect to the Exchangeable Shares, as long as any Exchangeable Shares
are outstanding.

"COMPANY" means the Person named as the "Company" in the first
paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person.

"COMPANY REQUEST" and "COMPANY ORDER" mean, respectively, a written
request or order, as the case may be, signed in the name of the Company by
the Chairman of the Board of Directors, a Vice Chairman, the President or a
Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary
or an Assistant Secretary, of the Company, and delivered to the Trustee.

"CONVERSION EVENT" means the cessation of use of (i) a Foreign
Currency (other than the ECU) both by the government of the country or the
confederation which issued such Foreign Currency and for the settlement of
transactions by a central bank or other public institutions of or within the
international banking community, (ii) the ECU both within the European
Monetary System and for the settlement of transactions by public institutions
of or within the European Union or (iii) any currency unit or composite
currency other than the ECU for the purposes for which it was established.

"CONVERSION PRICE" means, with respect to any series of Securities
which are convertible into or exchangeable for Common Stock, the price per
share of Common Stock at which the Securities of such series are so
convertible as set forth in the Board Resolution or Officers' Certificate
with respect to such series (or in any supplemental indenture entered into
pursuant to ARTICLE IX with respect to such series), as the same may be
adjusted from time to time in accordance with SECTION 1505 (or such
supplemental indenture pursuant to SECTION 1501).

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<PAGE>

"CORPORATE TRUST OFFICE" means the office of the Trustee in Dallas,
Texas or Houston, Texas, as applicable, at which at any particular time its
corporate trust business shall be administered as follows:

(1) For payment, registration, transfer, exchange and tender of the
Securities:

BY HAND: BY MAIL:

Chase Bank of Texas, National Chase Bank of Texas, National
Association Association
Attention: Registered Bond Events Attention: Registered Bond Events
One Main Place P. O. Box 2320
1201 Main Street, 18th Floor Dallas, Texas 75221-2320
Dallas, Texas 75202

Telephone (214) 871-9393 or (800) 275-2048

(2) For all other communications relating to the Securities:

Chase Bank of Texas, National Association
600 Travis Street, Suite 1150
Houston, Texas 77002
Attention: Global Trust Services

Telephone: (713) 216-6686
Telecopier: (713) 216-5476

"CORPORATION" includes corporations and limited liability companies
and, except, for purposes of ARTICLE VIII, associations, companies and
business trusts.

"COUPON" means any interest coupon appertaining to a Bearer Security.

"CUSIP NUMBER" means the alphanumeric designation assigned to a
Security by Standard & Poor's Ratings Group, CUSIP Service Bureau.

"DEFAULTED INTEREST" has the meaning specified in SECTION 307.

"DOLLARS" OR "$" means a dollar or other equivalent unit of legal
tender for payment of public or private debts in the United States of America.

"ECU" means the European Currency Units as defined and revised from
time to time by the Council of the European Community.

"EUROPEAN MONETARY SYSTEM" means the European Monetary System
established by the Resolution of December 5, 1978 of the Council of the
European Community.

"EUROPEAN UNION" means the European Community, the European Coal and
Steel Community and the European Atomic Energy Community.

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<PAGE>

"EVENT OF DEFAULT" has the meaning specified in SECTION 501.

"EXCHANGEABLE SHARES" means those shares of Battle Mountain Canada
Ltd. that are economically equivalent to the Company's common shares in
virtually all respects.

"FOREIGN CURRENCY" means any currency, currency unit or composite
currency, including, without limitation, the ECU, issued by the government of
one or more countries other than the United States of America or by any
recognized confederation or association of such governments.

"GAAP" means such accounting principles as are generally accepted in
the United States of America as of the date or time of any computation
required hereunder.

"GOVERNMENT OBLIGATIONS" means securities which are (i) direct
obligations of the United States of America or the other government or
governments in the confederation which issued the Foreign Currency in which
the principal of or any premium or interest on such Security or any
Additional Amounts in respect thereof shall be payable, in each case where
the payment or payments thereunder are supported by the full faith and credit
of such government or governments or (ii) obligations of a Person controlled
or supervised by and acting as an agency or instrumentality of the United
States of America or such other government or governments, in each case where
the timely payment or payments thereunder unconditionally guaranteed as a
full faith and credit obligation by the United States of America or such
other government or governments, and which, in the case of (i) or (ii), are
not callable or redeemable at the option of the issuer or issuers thereof,
and shall also include a depository receipt issued by a bank or trust company
as custodian with respect to any such Government Obligation or specific
payment of interest on or principal of or other amount with respect to any
such Government Obligation held by such custodian for the account of the
holder of a depository receipt, provided that (except as required by law)
such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by
the custodian in respect of the Government Obligation or the specific payment
of interest on or principal of or other amount with respect to the Government
Obligation evidenced by such depository receipt.

"HOLDER" in the case of any Registered Security, means the Person in
whose name such Security is registered in the Security Register and, in the
case of any Bearer Security, means the bearer thereof and, in the case of any
Coupon, means the bearer thereof.

"INDEBTEDNESS," with respect to any Person, means (a) indebtedness for
borrowed money or for the unpaid purchase price of real or personal property of,
or guaranteed by, such Person, other than accounts payable arising in the
ordinary course of business payable on terms customary in the trade, (b)
indebtedness secured by Liens or payable out of the proceeds of production from
property, (c) indebtedness which is evidenced by mortgages, notes, bonds,
debentures, acceptances or other instruments, (d) indebtedness which must be
capitalized as liabilities under GAAP, (e) liabilities under interest rate swap,
exchange, collar or cap agreements and all other agreements or arrangements
designed to protect against fluctuations in interest rates or currency exchange
rates, (f) liabilities under commodity hedge, commodity swap, exchange, collar
or cap agreements, fixed price agreements and all other agreements or
arrangements designed to protect against fluctuations in oil and gas prices, and
(g) indebtedness

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<PAGE>

relative to the amount of all letters of credit; PROVIDED, HOWEVER, that such
term shall not include any amounts included as deferred credits on the
financial statements of such Person or of a consolidated group including such
Person, and computed in accordance with GAAP.

"INDENTURE" means this instrument as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and, with respect to any
Security, by the terms and provisions of such Security and any Coupon
appertaining thereto established pursuant to SECTION 301 (as such terms and
provisions may be amended pursuant to the applicable provisions hereof).

"INDEPENDENT PUBLIC ACCOUNTANTS" means accountants or a firm of
accountants that, with respect to the Company and any other obligor under the
Securities or the Coupons, are independent public accountants within the
meaning of the Securities Act of 1933, as amended, and the rules and
regulations promulgated by the Commission thereunder, who may be the
independent public accountants regularly retained by the Company or who may
be other independent public accountants. Such accountants or firm shall be
entitled to rely upon any Opinion of Counsel as to the interpretation of any
legal matters relating to this Indenture or certificates required to be
provided hereunder.

"INDEXED SECURITY" means a Security the terms of which provide that
the principal amount thereof payable at Stated Maturity may be more or less
than the principal face amount thereof at original issuance.

"INTEREST," with respect to any Original Issue Discount Security which
by its terms bears interest only after Maturity, means interest payable after
Maturity and, when used with respect to a Security which provides for the
payment of Additional Amounts pursuant to SECTION 1004, includes such
Additional Amounts.

"INTEREST PAYMENT DATE," with respect to any Security, means the
Stated Maturity of an installment of interest on such Security.

"JUDGMENT CURRENCY" has the meaning specified in SECTION 116.

"LEGAL HOLIDAYS," with respect to any Place of Payment or other
location, means a Saturday, a Sunday or a day on which banking institutions
in such Place of Payment or other location are not authorized or obligated to
be open.

"LIEN," with respect to any asset, means any mortgage, lien, pledge,
security interest or encumbrances of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law.
The Company or any Subsidiary shall be deemed to own subject to a Lien any
asset which it has acquired or holds subject to the interest of a vendor or
lessor under any conditional sale agreement, capital lease or other title
retention agreement relating to such asset. The right of set-off, whether by
operation of law or by contract, does not constitute a Lien unless there is a
related obligation to maintain a deposit of cash or other assets in respect
of which such right of set-off may be exercised.

"LIMITED RECOURSE INDEBTEDNESS" means Indebtedness of a Person for
which there is no recourse whatsoever to such Person for the repayment
thereof other than recourse limited to the

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<PAGE>

cash flow from the assets constituting collateral therefor and recourse to
the extent necessary to enable amounts to be claimed in respect of such
Indebtedness upon an enforcement of any Lien on any such assets; provided
that (a) the extent of such recourse is limited solely to the amount of any
recoveries made on any such enforcement, and (b) the holder of such
Indebtedness is not entitled, by virtue of any right or claim arising out of
or in connection with such Indebtedness to commence proceedings for the
winding up or dissolution of, or to appoint or procure the appointment of any
receiver, trustee or similar person or official in respect of, such Person or
any of its assets (other than the assets the subject of such Lien).

"MATURITY," with respect to any Security, means the date on which the
principal of such Security or an installment of principal becomes due and
payable as provided in or pursuant to this Indenture, whether at the Stated
Maturity or by declaration of acceleration, notice of redemption or
repurchase, notice of option to elect repayment or otherwise, and includes
the Redemption Date.

"NEW YORK BANKING DAY" has the meaning specified in SECTION 116.

"OFFICE" OR "AGENCY," with respect to any Securities, means an office
or agency of the Company maintained or designated in a Place of Payment for
such Securities pursuant to SECTION 1002 or any other office or agency of the
Company maintained or designated for such Securities pursuant to SECTION 1002
or, to the extent designated or required by SECTION 1002 in lieu of such
office or agency, the Corporate Trust Office of the Trustee.

"OFFICERS' CERTIFICATE" means a certificate signed by the Chairman of
the Board, a Vice Chairman, the President or a Vice President, and by the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of
the Company, that complies with the requirements of Section 314(c) of the
Trust Indenture Act and is delivered to the Trustee.

"OPINION OF COUNSEL" means a written opinion of counsel, who may be an
employee of or counsel for the Company or other counsel who shall be
reasonably acceptable to the Trustee, that, if required by the Trust
Indenture Act, complies with the requirements of Section 314(e) of the Trust
Indenture Act and is delivered to the Trustee.

"ORIGINAL ISSUE DISCOUNT SECURITY" means a Security issued pursuant
to this Indenture which provides for declaration of an amount less than the
principal face amount thereof to be due and payable upon acceleration
pursuant to SECTION 502.

"OUTSTANDING," when used with respect to any Securities, means, as of
the date of determination, all such Securities theretofore authenticated and
delivered under this Indenture, except:

(a) any such Security theretofore cancelled by the Trustee or the
Security Registrar or delivered to the Trustee or the Security
Registrar for cancellation;

(b) any such Security for whose payment at the Maturity thereof money
in the necessary amount has been theretofore deposited pursuant
hereto (other than pursuant to SECTION 403) with the Trustee or
any Paying Agent (other than the Company) in trust or set aside
and segregated in trust by the Company (if the

7
<PAGE>

Company shall act as its own Paying Agent) for the Holders of such
Securities and any Coupons appertaining thereto, provided that, if
such Securities are to be redeemed, notice of such redemption has
been duly given pursuant to this Indenture or provision therefor
satisfactory to the Trustee has been made;

(c) any such Security with respect to which the Company has effected
defeasance or covenant defeasance pursuant to SECTION 403, except
to the extent provided in SECTION 403; and

(d) any such Security which has been paid pursuant to SECTION 306 or
in exchange for or in lieu of which other Securities have been
authenticated and delivered pursuant to this Indenture, unless
there shall have been presented to the Trustee proof satisfactory
to it that such Security is held by a bona fide purchaser in whose
hands such Security is a valid obligation of the Company;

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present
at a meeting of Holders of Securities for quorum purposes, (i) the principal
amount of an Original Issue Discount Security that may be counted in making
such determination and that shall be deemed to be Outstanding for such
purposes shall be equal to the amount of the principal thereof that pursuant
to the terms of such Original Issue Discount Security would be declared (or
shall have been declared to be) due and payable upon a declaration of
acceleration thereof pursuant to SECTION 502 at the time of such
determination, and (ii) the principal amount of any Indexed Security that may
be counted in making such determination and that shall be deemed outstanding
for such purpose shall be equal to the principal face amount of such Indexed
Security at original issuance, unless otherwise provided in or pursuant to
this Indenture, and (iii) the principal amount of a Security denominated in a
Foreign Currency shall be the Dollar equivalent, determined on the date of
original issuance of such Security, of the principal amount (or, in the case
of an Original Issue Discount Security, the Dollar equivalent on the date of
original issuance of such Security of the amount determined as provided in
(i) above) of such Security, and (iv) Securities owned by the Company or any
other obligor upon the Securities or any Affiliate of the Company or such
other obligor, shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in making any
such determination or relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which a Responsible
Officer of the Trustee knows to be so owned shall be so disregarded.
Securities so owned which shall have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee (A) the pledgee's fight so to act with respect to such Securities and
(B) that the pledgee is not the Company or any other obligor upon the
Securities or any Coupons appertaining thereto or an Affiliate of the Company
or such other obligor.

"PAYING AGENT" means any Person authorized by the Company to pay the
principal of, or any premium or interest on, or any Additional Amounts with
respect to, any Security or any Coupon on behalf of the Company.

"PAYMENT MEDIUM" with respect to any payment, deposit or other transfer
in respect of the principal of or any premium or interest on or any Additional
Amounts with respect to any

8
<PAGE>

Security, means Dollars, the Foreign Currency, precious metals, commodities
or other consideration, as the case may be, in which such payment, deposit or
other transfer is required to be made by or pursuant to the terms hereof or
such Security and, with respect to any other payment, deposit or transfer
pursuant to or contemplated by the terms hereof or such Security, means
Dollars.

"PERSON" means any individual, Corporation, partnership, joint
venture, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

"PLACE OF PAYMENT," with respect to any Security, mean the place or
places where the principal of, or any premium or interest on, or any
Additional Amounts with respect to such Security are payable as provided in
or pursuant to this Indenture or such Security.

"PREDECESSOR SECURITY" of any particular Security means every previous
Security evidencing all or a portion of the same Indebtedness as that
evidenced by such particular Security; and, for the purposes of this
definition, any Security authenticated and delivered under SECTION 306 in
exchange for or in lieu of a lost, destroyed, mutilated or stolen Security or
any Security to which a mutilated, destroyed, lost or stolen Coupon
appertains shall be deemed to evidence the same Indebtedness as the lost,
destroyed, mutilated or stolen Security or the Security to which a mutilated,
destroyed, lost or stolen Coupon appertains.

"REDEMPTION DATE," with respect to any Security or portion thereof to
be redeemed, means the date fixed for such redemption by or pursuant to this
Indenture or such Security.

"REDEMPTION PRICE," with respect to any Security or portion thereof to
be redeemed, means the price at which it is to be redeemed as determined by
or pursuant to this Indenture or such Security.

"REGISTERED SECURITY" means any Security established pursuant to
SECTION 201 which is registered in the Security Register.

"REGULAR RECORD DATE" for the interest payable on any Registered
Security on any Interest Payment Date therefor means the date, if any,
specified in or pursuant to this Indenture or such Security as the "Regular
Record Date".

"REQUIRED CURRENCY" has the meaning specified in SECTION 116.

"RESPONSIBLE OFFICER" means any officer of the Trustee in its
Corporate Trust Office with direct responsibility for the administration of
this Indenture and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.(1)

"SECURITY" OR "SECURITIES" means any note or notes, bond or bonds,
debenture or debentures, or any other evidences of Indebtedness, as the case may
be, authenticated and

- -----------------
(1) The Trustee should verify that these are the proper officers and
make any necessary changes.

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<PAGE>

delivered under this Indenture; PROVIDED, HOWEVER, that, if at any time there
is more than one Person acting as Trustee under the Indenture, "Securities,"
with respect to any such Person, shall mean Securities authenticated and
delivered under this Indenture, exclusive, however, of Securities of any
series as to which such Person is not Trustee.

"SECURITY REGISTER" AND "SECURITY REGISTRAR" have the respective
meanings specified in SECTION 305.

"SENIOR INDEBTEDNESS" means the principal of, premium, if any,
interest on, and any other payment due pursuant to any of the following,
whether outstanding as of the date of execution of the Indenture or
thereafter incurred, created or assumed:

(a) all indebtedness of the Company or any Subsidiary for money
borrowed (including, without limitation, any indebtedness secured
by a mortgage, conditional sales contract or other lien which is
(i) given to secure all or part of the purchase price of property
subject thereto, whether given to the vendor of such property or
to another, or (ii) existing on property at the time of
acquisition thereof);

(b) all indebtedness of the Company or any Subsidiary evidenced by
notes, debentures, bonds, commercial paper or other securities
sold by the Company or any Subsidiary for money;

(c) all lease obligations of the Company or any Subsidiary which are
capitalized on the books of the Company in accordance with GAAP;

(d) all indebtedness of others of the kinds described in either of the
preceding clauses (a) or (b) and all lease obligations of others
of the kind described in the preceding clause (c) assumed by or
guaranteed in any manner by the Company or any Subsidiary or in
effect guaranteed by the Company or any Subsidiary through an
agreement to purchase, contingent or otherwise;

(e) all obligations of the Company or any Subsidiary with respect to
letters of credit issued in connection with indebtedness of others
of the kind described in the preceding clauses (a) or (b) or lease
obligations of the kind described in the preceding clause (c); and

(f) all renewals, extensions or refundings of indebtedness of the
kinds described in any of the preceding clauses (a), (b) and (d),
all renewals or extensions of lease obligations of the kinds
described in either of the preceding clauses (c) and (d) and all
renewals or extensions of obligations with respect to letters of
credit of the kind described in the preceding clause (e);

which, in each case, is an obligation payable by its terms more than one year
from the date of incurrence thereof and should be shown on a balance sheet as a
liability under GAAP; unless, in the case of any particular indebtedness, lease,
obligation, renewal, extension or refunding, the instrument or lease creating or
evidencing the same or the assumption or guarantee of the same expressly
provides that such indebtedness, lease, obligation, renewal, extension or
rebinding is

10
<PAGE>

subordinate in right of payment to or is not at least PARI PASSU with the
Securities. Notwithstanding the foregoing, "SENIOR INDEBTEDNESS" does not
include indebtedness owing, directly or indirectly, to any Affiliate or
employee of the Company or arising under or in respect of any employee
benefit plan of the Company or any of its Affiliates.

"SPECIAL RECORD DATE" for the payment of any Defaulted Interest on any
Registered Security means a date fixed by the Trustee pursuant to SECTION 307.

"STATED MATURITY," with respect to any Security or any installment of
principal thereof or interest thereon or any Additional Amounts with respect
thereto, means the date established by or pursuant to this Indenture or such
Security as the fixed date on which the principal of such Security or such
installment of principal or interest is, or such Additional Amounts are, due
and payable.

"SUBSIDIARY" means any Corporation of which at the time of
determination the Company or one or more Subsidiaries owns or controls
directly or indirectly more than 50% of the shares of Voting Stock.

"TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, as
amended, and any reference herein to the Trust Indenture Act or a particular
provision thereof shall mean such Act or provision, as the case may be, as
amended or replaced from time to time or as supplemented from time to time by
rules or regulations adopted by the Commission under or in furtherance of the
purposes of such Act or provision, as the case may be.

"TRUSTEE" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
with respect to one or more series of Securities pursuant to the applicable
provisions of this Indenture, and thereafter "Trustee" shall mean each Person
who is then a Trustee hereunder; PROVIDED, HOWEVER, that if at any time there
is more than one such Person, "Trustee" shall mean each such Person and as
used with respect to the Securities of any series shall mean the Trustee with
respect to the Securities of such series.

"UNITED STATES," except as otherwise provided in or pursuant to this
Indenture or any Security, means the United States of America (including the
states thereof and the District of Columbia), its territories and possessions
and other areas subject to its jurisdiction.

"UNITED STATES ALIEN," except as otherwise provided in or pursuant to
this Indenture or any Security, means any Person who, for United States
federal income tax purposes, is a foreign corporation, a non-resident alien
individual, a non-resident alien fiduciary of a foreign estate or trust, or a
foreign partnership one or more of the members of which is, for United States
federal income tax purposes, a foreign corporation, a non-resident alien
individual or a non-resident alien fiduciary of a foreign estate or trust.

"U.S. DEPOSITORY" OR "DEPOSITORY" means, with respect to any Security
issuable or issued in the form of one or more global Securities, the Person
designated as U.S. Depository or Depository by the Company in or pursuant to
this Indenture, which Person must be, to the extent required by applicable law
or regulation, a clearing agency registered under the Securities Exchange Act of
1934, as amended, and, if so provided with respect to any Security, any
successor to such Person. If at any time there is more than one such Person,
"U.S. Depository"

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<PAGE>

or "Depository" shall mean, with respect to any Securities, the qualifying
entity which has been appointed with respect to such Securities.

"VICE PRESIDENT," when used with respect to the Company or the
Trustee, means any vice president, whether or not designated by a number or a
word or words added before or after the title "Vice President".

"VOTING STOCK" means stock of a Corporation of the class or classes
having general voting power under ordinary circumstances to elect at least a
majority of the board of directors, managers or trustees of such Corporation
provided that, for the purposes hereof, stock which carries only the right to
vote conditionally on the happening of an event shall not be considered
voting stock whether or not such event shall have happened.

Section 102. COMPLIANCE CERTIFICATES AND OPINIONS.

Except as otherwise expressly provided in this Indenture, upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that, in the opinion of such counsel, all
such conditions precedent, if any, have been complied with, except that in
the case of any such application or request as to which the furnishing of
such documents or any of them is specifically required by any provision of
this Indenture relating to such particular application or request, no
additional certificate or opinion need be furnished.

Section 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and
one or more other such Persons as to other matters, and any such Person may
certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon an Opinion of Counsel, unless
such officer knows, or in the exercise of reasonable care should know, that
the opinion with respect to the matters upon which his certificate or opinion
is based are erroneous. Any such Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company unless such counsel knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect
to such matters are erroneous.

Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture or any Security, they may, but need not, be
consolidated and form one instrument.

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<PAGE>

Section 104. ACTS OF HOLDERS.

(1) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by or pursuant to this Indenture
to be given or taken by Holders may be embodied in and evidenced by one
or more instruments of substantially similar tenor signed by such Holders
in person or by an agent duly appointed in writing. If, but only if,
Securities of a series are issuable as Bearer Securities, any request,
demand, authorization, direction, notice, consent, waiver or other action
provided in or pursuant to this Indenture to be given or taken by Holders
of Securities of such series may, alternatively, be embodied in and
evidenced by the record of Holders of Securities of such series voting in
favor thereof, either in person or by proxies duly appointed in writing,
at any meeting of Holders of Securities of such series duly called and
held in accordance with the provisions of ARTICLE XV, or a combination of
such instruments and any such record. Except as herein otherwise
expressly provided, such action shall become effective when such
instrument or instruments or record or both are delivered to the Trustee
and, where it is hereby expressly required, to the Company. Such
instrument or instruments and any such record (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Holders signing such instrument or instruments or so voting
at any such meeting. Proof of execution of any such instrument or of a
writing appointing any such agent, or of the holding by any Person of a
Security, shall be sufficient for any purpose of this Indenture and
(subject to Section 315 of the Trust Indenture Act) conclusive in favor
of the Trustee and the Company and any agent of the Trustee or the
Company, if made in the manner provided in this Section. The record of
any meeting of Holders of Securities shall be proved in the manner
provided in SECTION 1406.

Without limiting the generality of this SECTION 104, unless
otherwise provided in or pursuant to this Indenture, a Holder, including
a U.S. Depository that is a Holder of a global Security, may make, give
or take, by a proxy, or proxies, duly appointed in writing, any request,
demand, authorization, direction, notice, consent, waiver or other Act
provided in or pursuant to this Indenture to be made, given or taken by
Holders, and a U.S. Depository that is a Holder of a global Security may
provide its proxy or proxies to the beneficial owners of interests in any
such global Security through such U.S. Depository's standing instructions
and customary practices.

The Trustee shall fix a record date for the purpose of determining
the Persons who are beneficial owners of interest in any permanent global
Security held by a U.S. Depository entitled under the procedures of such
U.S. Depository to make, give or take, by a proxy or proxies duly
appointed in writing, any request, demand, authorization, direction,
notice, consent, waiver or other Act provided in or pursuant to this
Indenture to be made, given or taken by Holders. If such a record date
is fixed, the Holders on such record date or their duly appointed proxy
or proxies, and only such Persons, shall be entitled to make, give or
take such request, demand, authorization, direction, notice, consent,
waiver or other Act, whether or not such Holders remain Holders after
such record date. No such request, demand, authorization, direction,
notice, consent, waiver or other Act shall be valid or effective if made,
given or taken more than 90 days after such record date.

<PAGE>

(2) The fact and date of the execution by any Person of any
such instrument or writing may be proved in any reasonable manner which
the Trustee deems sufficient and in accordance with such reasonable rules
as the Trustee may determine; and the Trustee may in any instance require
further proof with respect to any of the matters referred to in this
Section.

(3) The ownership, principal amount and serial numbers of
Registered Securities held by any Person, and the date of the
commencement and the date of the termination of holding the same, shall
be proved by the Security Register.

(4) The ownership, principal amount and serial numbers of
Bearer Securities held by any Person, and the date of the commencement
and the date of the termination of holding the same, may be proved by the
production of such Bearer Securities or by a certificate executed, as
depositary, by any trust company, bank, banker or other depositary
reasonably acceptable to the Company, wherever situated, if such
certificate shall be deemed by the Company and the Trustee to be
satisfactory, showing that at the date therein mentioned such Person had
on deposit with such depositary, or exhibited to it, the Bearer
Securities therein described; or such facts may be proved by the
certificate or affidavit of the Person holding such Bearer Securities, if
such certificate or affidavit is deemed by the Trustee to be
satisfactory. The Trustee and the Company may assume that such ownership
of any Bearer Security continues until (1) another certificate or
affidavit bearing a later date issued in respect of the same Bearer
Security is produced, or (2) such Bearer Security is produced to the
Trustee by some other Person, or (3) such Bearer Security is surrendered
in exchange for a Registered Security, or (4) such Bearer Security is no
longer Outstanding. The ownership, principal amount and serial numbers
of Bearer Securities held by the Person so executing such instrument or
writing and the date of the commencement and the date of the termination
of holding the same may also be proved in any other manner which the
Company and the Trustee deem sufficient.

(5) If the Company shall solicit from the Holders of any
Registered Securities any request, demand, authorization, direction,
notice, consent, waiver or other Act, the Company may at its option (but
is not obligated to), by Board Resolution, fix in advance a record date
for the determination of Holders of Registered Securities entitled to
give such request, demand, authorization, direction, notice, consent,
waiver or other Act. If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other Act
may be given before or after such record date, but only the Holders of
Registered Securities of record at the close of business on such record
date shall be deemed to be Holders for the purpose of determining whether
Holders of the requisite proportion of Outstanding Securities have
authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other Act, and for that purpose the
Outstanding Securities shall be computed as of such record date; provided
that no such authorization, agreement or consent by the Holders of
Registered Securities shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not later than six
months after the record date.

(6) Any request, demand, authorization, direction, notice,
consent, waiver or other Act by the Holder of any Security shall bind
every future Holder of the same

<PAGE>

Security and the Holder of every Security issued upon the registration
of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done or suffered to be done by the Trustee, any
Security Registrar, any Paying Agent or the Company in reliance
thereon, whether or not notation of such Act is made upon such
Security.

Section 105. NOTICES, ETC. TO TRUSTEE AND COMPANY.

Any request, demand, authorization, direction, notice, consent, waiver or
other Act of Holders or other document provided or permitted by this Indenture
to be made upon, given or furnished to, or filed with,

(1) the Trustee by any Holder or the Company shall be
sufficient for every purpose hereunder if made, given, furnished or filed
in writing to or with the Trustee at its Corporate Trust Office,
Attention: Corporate Trustee Administration Department, or

(2) the Company by the Trustee or any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and mailed. first-class postage prepaid, to the
Company addressed to the attention of its Treasurer at the address of its
principal executive office specified in the first paragraph of this
instrument or at any other address previously furnished in writing to the
Trustee by the Company.

Section 106. NOTICE TO HOLDERS OF SECURITIES; WAIVER.

Except as otherwise expressly provided in or pursuant to this Indenture,
where this Indenture provides for notice to Holders of Securities of any event,

(1) such notice shall be sufficiently given to Holders of
Registered Securities if in writing and mailed, first-class postage
prepaid, to each Holder of a Registered Security affected by such event,
at his address as it appears in the Security Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the
giving of such notice; and

(2) such notice shall be sufficiently given to Holders of
Bearer Securities, if any, if published in an Authorized Newspaper in The
City of New York and, if such Securities are then listed on any stock
exchange outside the United States, in an Authorized Newspaper in such
city as the Company shall advise the Trustee that such stock exchange so
requires, on a Business Day at least twice, the first such publication to
be not earlier than the earliest date and the second such publication not
later than the latest date prescribed for the giving of such notice.

In any case where notice to Holders of Registered Securities is
given by mail, neither the failure to make such notice, nor any defect in
any notice so mailed, to any particular Holder of a Registered Security
shall affect the sufficiency of such notice with respect to other Holders
of Registered Securities or the sufficiency of any notice to Holders of
Bearer Securities given as provided herein. Any notice which is mailed
in the manner herein provided shall be conclusively presumed to have been
duly given or provided. In case by reason of the suspension of regular
mail service or by reason of any

<PAGE>

other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the
Trustee shall constitute a sufficient notification for every purpose
hereunder.

In case by reason of the suspension of publication of any
Authorized Newspaper or Authorized Newspapers or by reason of any other
cause it shall be impracticable to publish any notice to Holders of
Bearer Securities as provided above, then such notification to Holders of
Bearer Securities as shall be given with the approval of the Trustee
shall constitute sufficient notice to such Holders for every purpose
hereunder. Neither failure to give notice by publication to Holders of
Bearer Securities as provided above, nor any defect in any notice so
published, shall affect the sufficiency of any notice mailed to Holders
of Registered Securities as provided above.

Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such
notice, either before or after the event and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders of Securities
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such
waiver.

Section 107. LANGUAGE OF NOTICES.

Any request, demand, authorization, direction, notice, consent, election
or waiver required or permitted under this Indenture shall be in the English
language, except that, if the Company so elects, any published notice may be in
an official language of the country of publication.

Section 108. CONFLICT WITH TRUST INDENTURE ACT.

If any provision hereof limits, qualifies or conflicts with any duties
under any required provision of the Trust Indenture Act imposed hereon by
Section 318(c) thereof, such required provision shall control.

Section 109. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

Section 110. SUCCESSORS AND ASSIGNS.

All covenants and agreements in this Indenture by the Company shall bind
its successors and assigns, whether so expressed or not.

Section 111. SEPARABILITY CLAUSE.

In case any provision in this Indenture, any Security or any Coupon shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.

<PAGE>

Section 112. BENEFITS OF INDENTURE.

Nothing in this Indenture, any Security or any Coupon, express or
implied, shall give to any Person, other than the parties hereto, any Security
Registrar, any Paying Agent and their successors hereunder and the Holders of
Securities or Coupons, any benefit or any legal or equitable right, remedy or
claim under this Indenture.

Section 113. GOVERNING LAW.

This Indenture, the Securities and any Coupons shall be governed by and
construed in accordance with the laws of the State of New York applicable to
agreements made or instruments entered into and, in each case, performed in said
state without regard to the conflict of laws principles thereof.

Section 114. LEGAL HOLIDAYS.

Unless otherwise specified in or pursuant to this Indenture or any
Securities, in any case where any Interest Payment Date, Business Day following
any Stated Maturity or Maturity of any Security shall be a Legal Holiday at any
Place of Payment, then (notwithstanding any other provision of this Indenture,
any Security or any Coupon other than a provision in any Security or Coupon that
specifically states that such provision shall apply in lieu hereof) payment need
not be made at such Place of Payment on such date, and no interest shall accrue
on the amount payable on such date or at such time for the period from and after
such Interest Payment Date, Business Day following any Stated Maturity or
Maturity, as the case may be, to the next succeeding Business Day.

Section 115. COUNTERPARTS.

This Indenture may be executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same
instrument.

Section 116. JUDGMENT CURRENCY.

The Company agrees, to the fullest extent that it may effectively do so
under applicable law, that (a) if for the purpose of obtaining judgment in any
court it is necessary to convert the sum due in respect of the principal of, or
premium or interest, if any, or Additional Amounts on the Securities of any
series (the "Required Currency") into a currency in which a judgment will be
rendered (the "Judgment Currency"), the rate of exchange used shall be the rate
at which in accordance with normal banking procedures the Trustee could purchase
in The City of New York the Required Currency with the Judgment Currency on the
New York Banking Day preceding that on which a final unappealable judgment is
given and (b) the Company's obligations under this Indenture to make payments in
the Required Currency (i) shall not be discharged or satisfied by any tender, or
any recovery pursuant to any judgment (whether or not entered in accordance with
clause (a), in any currency other than the Required Currency, except to the
extent that such tender or recovery shall result in the actual receipt, by the
payee, of the full amount of the Required Currency expressed to be payable in
respect of such payments, (ii) shall be enforceable as an alternative or
additional cause of action for the purpose of recovering in the Required
Currency the amount, if any, by which such actual receipt shall fall short of
the

<PAGE>

full amount of the Required Currency so expressed to be payable and (iii)
shall not be affected by judgment being obtained for any other sum due under
this Indenture. For purposes of the foregoing, "New York Banking Day" means
any day except a Saturday, Sunday or a legal holiday in The City of New York
or a day on which banking institutions in The City of New York are authorized
or obligated by law, regulation or executive order to be closed.

Section 117. INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS OF
ISSUER EXEMPT FROM INDIVIDUAL LIABILITY.

No recourse under or upon any obligation, covenant or agreement contained
in this Indenture, or in any Security, or because of any indebtedness evidenced
thereby, shall be had against any incorporator, as such or against any past,
present or future stockholder, officer or director, as such, of the Issuer or of
any successor, either directly or through the Issuer, or any successor, under
any rule of law, statute or constitutional provision or by the enforcement of
any assessment or by any legal or equitable proceeding or otherwise, all such
liability being expressly waived and released by the acceptance of the
Securities by the Holders thereof and as part of the consideration for the issue
of the Securities.

Section 118. PROVISIONS OF INDENTURE FOR THE SOLE BENEFIT OF PARTIES AND
SECURITYHOLDERS.

Nothing in this Indenture or in the Securities, expressed or implied,
shall give or be construed to give to any Person, other than the parties hereto
and their successors and assigns and the Holders of the Securities, any legal or
equitable right, remedy or claim under this Indenture or under any covenant,
condition or provision herein contained, all such covenants and provisions being
for the sole benefit of the parties hereto and their successors and of the
Holders of the Securities.

Section 119. OFFICERS' CERTIFICATES AND OPINIONS OF COUNSEL; STATEMENTS
TO BE CONTAINED THEREIN.

Upon any application or demand by the Issuer to the Trustee to take any
action under any of the provisions of this Indenture, the Issuer shall furnish
to the Trustee an Officers' Certificate stating that all conditions precedent,
if any, provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent have been complied with, except that in
the case of any such application or demand as to which the furnishing of such
document is specifically required by any provision of this Indenture relating to
such particular application or demand, no additional certificate or opinion need
be furnished.

Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or
covenant provided for in this Indenture shall include (a) a statement that
the Person making such certificate or opinion has read such covenant or
condition, (b) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based, (c) a statement that, in the
opinion of such Person, he has made such examination or investigation as is
necessary to enable him to express an informed opinion as to whether or not
such covenant or

<PAGE>

condition has been complied with and (d) a statement as to whether or not, in
the opinion of such Person, such condition or covenant has been complied with.

Any certificate, statement or opinion of an officer of the Issuer may
be based, insofar as it relates to legal matters, upon a certificate or
opinion of or representations by counsel, unless such officer knows that the
certificate or opinion or representations with respect to the matters upon
which his certificate, statement or opinion may be based as aforesaid are
erroneous. Any certificate, statement or opinion of counsel may be based,
insofar as it relates to factual matters or information which is in the
possession of the Issuer upon the certificate, statement or opinion of or
representations by an officer or officers of the Issuer, unless such counsel
knows that the certificate, statement or opinion or representations with
respect to the matters upon which his certificate, statement or opinion may
be based as aforesaid are erroneous.

Any certificate, statement or opinion of an officer of the Issuer or of
counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Issuer unless such officer or counsel, as the
case may be, knows that the certificate or opinion or representations with
respect to the accounting matters upon which his certificate, statement or
opinion may be based as aforesaid are erroneous.

Any certificate or opinion of any independent firm of public accountants
filed with the Trustee shall contain a statement that such firm is independent.

Section 120. OFFICIAL ACTS BY SUCCESSOR ENTITY. Any act or proceeding
by any provision of this Indenture authorized or required to be done or
performed by any board, committee or officer of the Issuer shall and may be done
and performed with like force and effect by the like board, committee or officer
of any entity that shall at the time be the lawful sole successor of the Issuer.

ARTICLE II.

SECURITIES FORMS

Section 201. FORMS GENERALLY.

Each Registered Security, Bearer Security, Coupon and temporary or
permanent global Security issued pursuant to this Indenture shall be in the form
established by or pursuant to a Board Resolution, an Officers' Certificate or in
one or more indentures supplemental hereto, shall have such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by or pursuant to this Indenture or any indenture supplemental hereto
and may have such letters, numbers or other marks of identification and such
legends or endorsements placed thereon as may, consistently herewith, be
determined by the officers executing such Security or Coupon as evidenced by
their execution of such Security or Coupon.

Unless otherwise provided in or pursuant to this Indenture or any
Securities, the Securities shall be issuable in registered form without Coupons
and shall not be issuable upon the exercise of warrants.

<PAGE>

Definitive Securities and definitive Coupons shall be printed,
lithographed or engraved or produced by any combination of these methods on a
steel engraved border or steel engraved borders or may be produced in any other
manner, all as determined by the officers of the Company executing such
Securities or Coupons, as evidenced by their execution of such Securities or
Coupons.

Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

Subject to SECTION 611, the Trustee's certificate of authentication shall
be in substantially the following form:

This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, as Trustee

By
---------------------------------
Authorized Officer

Section 203. SECURITIES IN GLOBAL FORM.

Unless otherwise provided in or pursuant to this Indenture or any
Securities, the Securities shall not be issuable in temporary or permanent
global form. If Securities of a series shall be issuable in global form, any
such Security may provide that it or any number of such Securities shall
represent the aggregate amount of all Outstanding Securities of such series (or
such lesser amount as is permitted by the terms thereof) from time to time
endorsed thereon and may also provide that the aggregate amount of Outstanding
Securities represented thereby may from time to time be increased or reduced to
reflect exchanges. Any endorsement of any Security in global form to reflect
the amount, or any increase or decrease in the amount, or changes in the rights
of Holders, of Outstanding Securities represented thereby shall be made in such
manner and by such Person or Persons as shall be specified therein or in the
Company Order to be delivered pursuant to SECTION 303 or SECTION 304 with
respect thereto. Subject to the provisions of SECTION 303 and, if applicable,
SECTION 304, the Trustee shall deliver and redeliver any Security in permanent
global form in the manner and upon instructions given by the Person or Persons
specified therein or in the applicable Company Order. If a Company Order
pursuant to SECTION 303 or SECTION 304 has been, or simultaneously is,
delivered, any instructions by the Company with respect to a Security in global
form shall be in writing but need not be accompanied by or contained in an
Officers' Certificate and need not be accompanied by an Opinion of Counsel.

Notwithstanding the provisions of SECTION 307, unless otherwise specified
in or pursuant to this Indenture or any Securities, payment of principal of, any
premium and interest on, and any Additional Amounts in respect of, any Security
in temporary or permanent global form shall be made to the Person or Persons
specified therein.

<PAGE>

Notwithstanding the provisions of SECTION 308 and except as provided
in the preceding paragraph, the Company, the Trustee and any agent of the
Company and the Trustee shall treat as the Holder of such principal amount of
Outstanding Securities represented by a global Security (i) in the case of a
global Security in registered form, the Holder of such global Security in
registered form, or (ii) in the case of a global Security in bearer form, the
Person or Persons specified pursuant to SECTION 301.

Section 204. FORM OF ELECTION TO CONVERT.

The notice of conversion to be delivered by a Holder to the conversion
agent in connection with the conversion of Securities of any series that are
convertible into shares of Common Stock shall be in substantially the following
form, with such appropriate insertions, omissions, substitutions and other
variations as are deemed necessary or appropriate by the Company or the Trustee:

Notice of Conversion

The undersigned Holder of the Securities specified below hereby
irrevocably exercises the option to convert such Securities, or the aggregate
principal amount thereof specified below, into shares of Common Stock of the
Company, in accordance with the terms of the Securities and the Indenture
dated as of _____________, (the "Indenture") between Battle Mountain Gold
Company and Chase Bank of Texas, National Association as Trustee, and directs
that if such Holder is electing to receive Common Stock, the Common Stock
issuable and deliverable upon conversion be delivered to such Holder unless
otherwise indicated below and any check in payment for fractional shares be
issued in the name of and delivered to the undersigned unless a different
name has been indicated below. All capitalized terms used herein and not
defined herein shall have the meanings specified in the Indenture.

Dated:
-------------------------------
Signature (for Conversion only)
Title of Securities:

Certificate Number(s)
(if applicable):

Aggregate Principal Amount
Represented:/1/

<PAGE>

Principal Amount to be
Converted:/2/
If checked for fractional Shares to be
issued otherwise than to Holder:

- ----------------------------------
Print name and address

- ----------------------------------

/1/ Unless otherwise specified, a Holder will be deemed to be converting the
entire principal amount of the Securities delivered.

/2/ Certificate registered in the name of the Holder will be issued in the
principal amount of the Securities not converted, unless otherwise
provided.

Please print name and address
of Holder

- ----------------------------------

Signature Guarantee:
-----------------------------------

----------------------------------

ARTICLE III.

THE SECURITIES

Section 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES.

The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited. The Securities may be issued
in one or more series.

With respect to any Securities to be authenticated and delivered
hereunder, there shall be established in or pursuant to a Board Resolution, an
Officers' Certificate or established in one or more indentures supplemental
hereto,

(1) the title of such Securities and the series in which such
Securities shall be included;

(2) any limit upon the aggregate principal amount of the
Securities of such title or the Securities of such series which may be
authenticated and delivered under this

<PAGE>

Indenture (except for Securities authenticated and delivered upon
registration or transfer of, or in exchange for, or in lieu of, other
Securities of such series pursuant to SECTIONS 304, 305, 306, 905 or
1107, upon repayment on part of any Registered Security of such series
pursuant to ARTICLE XIII or pursuant to the terms of such Securities);

(3) if such Securities are to be issuable as Registered
Securities, as Bearer Securities or alternatively as Bearer Securities
and Registered Securities, and whether the Bearer Securities are to be
issuable with Coupons, without Coupons or both, and any restrictions
applicable to the offer, sale or delivery of the Bearer Securities and
the terms, if any, upon which Bearer Securities may be exchanged for
Registered Securities and vice versa;

(4) if any of such Securities are to be issuable in global
form, when any of such Securities are to be issuable in global form and
(i) whether such Securities are to be issued in temporary or permanent
global form or both, (ii) whether beneficial owners of interests in any
such global Security may exchange such interests for Securities of the
same series and of like tenor and of any authorized form and
denomination, and the circumstances under which any such exchanges may
occur, if other than in the manner specified in SECTION 305, and (iii)
the name of the Depository or the U.S. Depository, as the case may be,
with respect to any global Security;

(5) if any of such Securities are to be issuable as Bearer
Securities or in global form, the date as of which any such Bearer
Security or global Security shall be dated (if other than the date of
original issuance of the first of such Securities to be issued);

(6) if any of such Securities are to be issuable as Bearer
Securities, whether interest in respect of any portion of a temporary
Bearer Security in global form payable in respect of an Interest Payment
Date therefor prior to the exchange, if any, of such temporary Bearer
Security for definitive Securities shall be paid to any clearing
organization with respect to the portion of such temporary Bearer
Security held for its account and, in such event, the terms and
conditions (including any certification requirements) upon which any such
interest payment received by a clearing organization will be credited to
the Persons entitled to interest payable on such Interest Payment Date;

(7) the date or dates, or the method or methods, if any, by
which such date or dates shall be determined, on which the principal of
such Securities is payable;

(8) the rate or rates at which such Securities shall bear
interest, if any, or the method or methods, if any, by which such rate or
rates are to be determined, the date or dates, if any, from which such
interest shall accrue or the method or methods if any, by which such date
or dates are to be determined, the Interest Payment Dates, if any, on
which such interest shall be payable and the Regular Record Date, if any,
for the interest payable on Registered Securities on any Interest Payment
Date, whether and under what circumstances Additional Amounts on such
Securities or any of them shall be payable, the notice, if any, to
Holders regarding the determination of interest on a floating rate
Security and the manner of giving such notice, and the basis upon which
interest shall be calculated if other than that of a 360-day year of
twelve 30-day months;

23
<PAGE>

(9) if in addition to or other than the Borough of Manhattan,
The City of New York, the place or places where the principal of, any
premium and interest on or any Additional Amounts with respect to such
Securities shall be payable, any of such Securities that are Registered
Securities may be surrendered for registration of transfer or exchange
and notices or demands to or upon the Company in respect of such
Securities and this Indenture may be served, the extent to which, or the
manner in which, any interest payment or Additional Amounts on a global
Security on an Interest Payment Date, will be paid and the manner in
which any principal of or premium, if any, on any global Security will be
paid;

(10) whether any of such Securities are to be redeemable at the
option of the Company and, if so, the date or dates on which, the period
or periods within which, the price or prices at which and the other terms
and conditions upon which such Securities may be redeemed, in whole or in
part, at the option of the Company;

(11) the denominations in which any of such Securities that are
Registered Securities shall be issuable if other than denominations of
$1,000 and any integral multiple thereof, and the denominations in which
any of such Securities that are Bearer Securities shall be issuable if
other than the denomination of $5,000;

(12) if other than the principal amount thereof, the portion of
the principal amount of any of such Securities that shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to SECTION
502 or the method by which such portion is to be determined;

(13) if other than Dollars, the Foreign Currency or other
Payment Medium in which payment of the principal of, any premium or
interest on or any Additional Amounts with respect to any of such
Securities shall be payable;

(14) if the principal of, any premium or interest on or any
Additional Amounts with respect to any of such Securities are to be
payable, at the election of the Company or a Holder thereof or otherwise,
in Dollars or in a Foreign Currency or other Payment Medium other than
that in which such Securities are stated to be payable, the date or dates
on which, the period or periods within which, and the other terms and
conditions upon which, such election may be made, and the time and manner
of determining the exchange rate between the Payment Medium in which such
Securities are stated to be payable and the Payment Medium in which such
Securities or any of them are to be paid pursuant to such election, and
any deletions from or modifications of or additions to the terms of this
Indenture to provide for or to facilitate the issuance of Securities
denominated or payable, at the election of the Company or a Holder
thereof or otherwise, in a Foreign Currency or other Payment Medium;

(15) whether the amount of payments of principal of, any premium
or interest on or any Additional Amounts with respect to such Securities
may be determined with reference to an index, formula or other method or
methods (which index, formula or method or methods may be based, without
limitation, on one or more Currencies,

<PAGE>

commodities, equity indices or other indices), and, if so, the terms
and conditions upon which and the manner in which such amounts shall
be determined and paid or payable;

(16) any deletions from, modifications of or additions to the
Events of Default or covenants of the Company with respect to any of such
Securities, whether or not such Events of Default or covenants are
consistent with the Events of Default or covenants set forth herein;

(17) if either or both of SECTION 403(2) relating to defeasance
or SECTION 403(3) relating to covenant defeasance shall not be applicable
to the Securities of such series, or any covenants in addition to those
specified in SECTION 403(3) relating to the Securities of such series
shall be subject to covenant defeasance, and any deletions from, or
modifications or additions to, the provisions of ARTICLE IV in respect of
the Securities of such series;

(18) if any of such Securities are to be issuable upon the
exercise of warrants, and the time, manner and place for such Securities
to be authenticated and delivered;

(19) if any of such Securities are to be issuable in global form
and are to be issuable in definitive form (whether upon original issue or
upon exchange of a temporary Security) only upon receipt of certain
certificates or other documents or satisfaction of other conditions, then
the form and terms of such certificates, documents or conditions;

(20) if there is more than one Trustee, the identity of the
Trustee and, if not the Trustee, the identity of each Security Registrar,
Paying Agent or Authenticating Agent with respect to such Securities;

(21) any provisions for the priority, equality, subordination or
other relationship of the rights of holders of such Securities to the
holders of other obligations of the Company;

(22) if any of such Securities are to be convertible, the terms
generally applicable to such conversion; and

(23) any other terms of such Securities and any deletions from
or modifications or additions to this Indenture in respect of such
securities.

All Securities of any one series and all Coupons, if any, appertaining to
Bearer Securities of such series shall be substantially identical except as to
Payment Medium of payments due thereunder, denomination and the rate of
interest, or method of determining the rate of interest, if any, Maturity, and
the date from which interest, if any, shall accrue and except as may otherwise
be provided by the Company in or pursuant to the Board Resolution and set forth
in the Officers' Certificate or in any indenture or indemnity supplemental
hereto pertaining to such series of Securities. The terms of the Securities of
any series may provide, without limitation, that the Securities shall be
authenticated and delivered by the Trustee on original issue from time to time
upon telephonic or written order of persons designated in the Officers'
Certificate or supplemental indenture (telephonic instructions to be promptly
confirmed in writing by such

<PAGE>

person) and that such persons are authorized to determine, consistent with
such Officers' Certificate or any applicable supplemental indenture, such
terms and conditions of the Securities of such series as are specified in
such Officers' Certificate or supplemental indenture. All Securities of any
one series need not be issued at the same time and, unless otherwise so
provided by the Company, a series may be reopened for issuances of additional
Securities of such series or to establish additional terms of such series of
Securities.

If any of the terms of the Securities of any series shall be established
by action taken by or pursuant to a Board Resolution, the Board Resolution shall
be delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of such series.

Section 302. PAYMENT MEDIUM; DENOMINATIONS.

Unless otherwise provided in or pursuant to this Indenture, the principal
of, any premium and interest on and any Additional Amounts with respect to the
Securities shall be payable in Dollars. Unless otherwise provided in or
pursuant to this Indenture, Registered Securities denominated in Dollars shall
be issuable in registered form without Coupons in denominations of $1,000 and
any integral multiple thereof, and the Bearer Securities denominated in Dollars
shall be issuable in the denomination of $5,000. Securities not denominated in
Dollars shall be issuable in such denominations as are established with respect
to such Securities in or pursuant to this Indenture.

Section 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

Securities shall be executed on behalf of the Company by its Chairman of
the Board, one of its Vice Chairman, its President, its Treasurer, one of its
Assistant Treasurers or one of its Vice Presidents under its corporate seal
reproduced thereon and attested by its Secretary or one of its Assistant
Secretaries. Coupons shall be executed on behalf of the Company by the
Treasurer, one of its Vice Presidents or any Assistant Treasurer of the Company.
The signature of any of these officers on the Securities or any Coupons
appertaining thereto may be manual or facsimile.

Securities and any Coupons appertaining thereto bearing the manual or
facsimile signatures of individuals who were at any time the proper officers of
the Company shall bind the Company, notwithstanding that such individuals or any
of them have ceased to hold such offices prior to the authentication and
delivery of such Securities or did not hold such offices at the date of such
Securities or Coupons.

At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities, together with any Coupons
appertaining thereto, executed by the Company, to the Trustee for
authentication and, provided that the Board Resolution and Officers'
Certificate or supplemental indenture or indentures with respect to such
Securities referred to in SECTION 301 and a Company Order for the
authentication and delivery of such Securities have been delivered to the
Trustee, the Trustee in accordance with the Company Order and subject to
the provisions hereof and of such Securities shall authenticate and deliver
such Securities. In authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such
Securities and any Coupons appertaining thereto, the Trustee

<PAGE>

shall be entitled to receive, and (subject to Sections 315(a) through 315(d)
of the Trust Indenture Act) shall be fully protected in relying upon,

(1) in Opinion of Counsel to the effect that:

(a) the form or forms and terms of such Securities and Coupons,
if any, have been established in conformity with the provisions of this
Indenture;

(b) all conditions precedent to the authentication and delivery
of such Securities and Coupons, if any, appertaining thereto, have been
complied with and that such Securities, and Coupons, when completed by
appropriate insertions, executed under the Company's corporate seal and
attested by duly authorized officers of the Company, delivered by duly
authorized officers of the Company to the Trustee for authentication
pursuant to this Indenture, and authenticated and delivered by the
Trustee and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute legally
valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms, except as enforcement thereof may
be subject to or limited by bankruptcy, insolvency, reorganization,
moratorium, arrangement, fraudulent conveyance, fraudulent transfer or
other similar laws relating to or affecting creditors' rights generally,
and subject to general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law) and will
entitle the Holders thereof to the benefits of this Indenture; such
Opinion of Counsel need express no opinion as to the availability of
equitable remedies;

(c) all laws and requirements in respect of the execution and
delivery by the Company of such Securities and Coupons, if any, have been
complied with; and

(d) this Indenture has been qualified under the Trust Indenture
Act; and

(2) an Officers' Certificate stating that, to the best
knowledge of the Persons executing such certificate, no event which is,
or after notice or lapse of time would become, an Event of Default with
respect to any of the Securities shall have occurred and be continuing.

If all the Securities of any series are not to be issued at one time, it
shall not be necessary to deliver an Opinion of Counsel and an Officers'
Certificate at the time of Issuance of each Security, but such opinion and
certificate, with appropriate modifications, shall be delivered at or before the
time of issuance of the first Security of such series. After any such first
delivery, any separate request by the Company that the Trustee authenticate
Securities of such series for original issue will be deemed to be a
certification by the Company that all conditions precedent provided for in this
Indenture relating to authentication and delivery of such Securities continue to
have been complied with.

The Trustee shall not be required to authenticate or to cause an
Authenticating Agent to authenticate any Securities if the issue of such
Securities pursuant to this Indenture will affect the Trustee's own rights,
duties or immunities under the Securities and this Indenture or otherwise in a
manner which is not reasonably acceptable to the Trustee or if the Trustee,
being advised by counsel, determines that such action may not lawfully be taken.

<PAGE>

Each Registered Security shall be dated the date of its authentication.
Each Bearer Security and any Bearer Security in global form shall be dated as of
the date specified in or pursuant to this Indenture.

No Security or Coupon appertaining thereto shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose, unless
there appears on such Security a certificate of authentication substantially in
the form provided for in SECTION 202 or SECTION 611 executed by or on behalf of
the Trustee or by the Authenticating Agent by the manual signature of one of its
authorized officers. Such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duty authenticated
and delivered hereunder. Except as permitted by SECTION 306 or SECTION 307, the
Trustee shall not authenticate and deliver any Bearer Security unless all
Coupons appertaining thereto then matured have been detached and cancelled.

Section 304. TEMPORARY SECURITIES.

Pending the preparation of definitive Securities, the Company may execute
and deliver to the Trustee and, upon Company Order, the Trustee shall
authenticate and deliver, in the manner provided in SECTION 303, temporary
Securities in lieu thereof which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued, in registered form or, if authorized in or pursuant to this
Indenture, in bearer form with one or more Coupons or without Coupons and with
such appropriate insertions, omissions, substitutions and other variations as
the officers of the Company executing such Securities may determine, as
conclusively evidenced by their execution of such Securities. Such temporary
Securities may be in global form.

Except in the case of temporary Securities in global form, which shall be
exchanged in accordance with the provisions thereof, if temporary Securities are
issued, the Company shall cause definitive Securities to be prepared without
unreasonable delay. After the preparation of definitive Securities of the same
series and containing terms and provisions that are identical to those of any
temporary Securities, such temporary Securities shall be exchangeable for such
definitive Securities upon surrender of such temporary Securities at an Officer
or Agency for such Securities, without charge to any Holder thereof. Upon
surrender for cancellation of any one or more temporary Securities (accompanied
by any unmatured Coupons appertaining thereto), the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a like principal
amount of definitive Securities of authorized denominations of the same series
and containing identical terms and provisions; PROVIDED, HOWEVER, that no
definitive Bearer Security, except as provided in or pursuant to this Indenture,
shall be delivered in exchange for a temporary Registered Security, and PROVIDED
FURTHER, that a definitive Bearer Security shall be delivered in exchange for a
temporary Bearer Security only in compliance with the conditions set forth in or
pursuant to this Indenture. Unless otherwise provided in or pursuant to this
Indenture with respect to a temporary global Security, until so exchanged the
temporary Securities of any series shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities of such series.

<PAGE>

Section 305. REGISTRATION, TRANSFER AND EXCHANGE.

With respect to the Registered Securities of each series, if any, the
Company shall cause to be kept a register (each such register being herein
sometimes referred to as the "Security Register") at an Office or Agency for
such series in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of the Registered
Securities of such series and of transfers of the Registered Securities of such
series. Such Office or Agency shall be the "Security Registrar" for that series
of Securities. Unless otherwise specified in or pursuant to this Indenture or
the Securities, the Trustee shall be the initial Security Registrar for each
series of Securities. The Company shall have the right to remove and replace
from time to time the Security Registrar for any series of Securities; provided
that no such removal or replacement shall be effective until a successor
Security Registrar with respect to such series of Securities shall have been
appointed by the Company and shall have accepted such appointment by the
Company. In the event that the Trustee shall not be or shall cease to be
Security Registrar with respect to a series of Securities, it shall have the
right to examine the Security Register for such series at all reasonable times.
There shall be only one Security Register for each series of Securities.

Upon surrender for registration of transferee of any Registered Security
of any series at any Office or Agency for such series, the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Registered Securities of
the same series denominated as authorized in or pursuant to this Indenture, of a
like aggregate principal amount bearing a number not contemporaneously
outstanding and containing identical terms and provisions.

At the option of the Holder, Registered Securities of any series may be
exchanged for other Registered Securities of the same series containing
identical terms and provisions, in any authorized denominations, and of a like
aggregate principal amount, upon surrender of the Securities to be exchanged at
any Office or Agency for such series. Whenever any Registered Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Registered securities which the Holder making the
exchange is entitled to receive.

If provided in or pursuant to this Indenture, with respect to Securities
of any series, at the option of the Holder, Bearer Securities of such series may
be exchanged for Registered Securities of such series containing identical
terms, denominated as authorized in or pursuant to this Indenture and in the
same aggregate principal amount, upon surrender of the Bearer Securities to be
exchanged at any Office or Agency for such series, with all unmatured Coupons
and all matured Coupons in default thereto appertaining. If the Holder of a
Bearer Security is unable to produce any such unmatured Coupon or Coupons or
matured Coupon or Coupons in default, such exchange may be effected if the
Bearer Securities are accompanied by payment in funds acceptable to the Company
and the Trustee in an amount equal to the face amount of such missing Coupon or
Coupons, or the surrender of such missing Coupon or Coupons may be waived by the
Company and the Trustee if there is furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Bearer Security shall surrender to any Paying
Agent any such missing Coupon in respect of which such a payment shall have been
made, such Holder shall be entitled to receive

<PAGE>

the amount of such payment; PROVIDED, HOWEVER, that, except as otherwise
provided in SECTION 1002, interest represented by Coupons shall be payable
only upon presentation and surrender of those Coupons at an Office or Agency
for such series located outside the United States. Notwithstanding the
foregoing, in case a Bearer Security of any series is surrendered at any such
Office or Agency for such series in exchange for a Registered Security of
such series and like tenor after the close of business at such Office or
Agency on (i) any Regular Record Date and before the opening of business at
such Office or Agency on the relevant Interest Payment Date, or (ii) any
Special Record Date and before the opening of business at such Office or
Agency on the related date for payment of Defaulted Interest, such Bearer
Security shall be surrendered without the Coupon relating to such Interest
Payment Date or proposed date of payment, as the case may be (or, if such
Coupon is so surrendered with such Bearer Security, such Coupon shall be
returned to the Person so surrendering the Bearer Security), and interest or
Defaulted Interest, as the case may be, shall not be payable on such Interest
Payment Date or proposed date for payment, as the case may be, in respect of
the Registered Security issued in exchange for such Bearer Security, but
shall be payable only to the Holder of such Coupon when due in accordance
with the provisions of this Indenture.

If provided in or pursuant to this Indenture with respect to Securities
of any series, at the option of the Holder, Registered Securities of such series
may be exchanged for Bearer Securities upon such terms and conditions as may be
provided in or pursuant to this Indenture with respect to such series.

Whenever any Securities are surrendered for exchange as contemplated by
the immediately preceding two paragraphs, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive.

Notwithstanding the foregoing, except as otherwise provided in or
pursuant to this Indenture, any global Security shall be exchangeable for
definitive Securities only if (i) the Depository is at any time unwilling,
unable or ineligible to continue as Depository and a successor depository is not
appointed by the Company within 90 days of the date the Company is so informed
in writing, (ii) the Company executes and delivers to the Trustee a Company
Order to the effect that such global Security shall be so exchangeable, or (iii)
an Event of Default has occurred and is continuing with respect to the
Securities. If the beneficial owners of interests in a global Security are
entitled to exchange such interests for definitive Securities as the result of
an event described in clause (i), (ii) or (iii) of the preceding sentence, then
without unnecessary delay but in any event not later than the earliest date on
which such interests may be so exchanged, the Company shall deliver to the
Trustee definitive Securities in such form and denominations as are required by
or pursuant to this Indenture, and of the same series, containing identical
terms and in aggregate principal amount equal to the principal amount of such
global Security, executed by the Company. On or after the earliest date on
which such interests may be so exchanged, such global Security shall be
surrendered from time to time by the U.S. Depository or such other Depository as
shall be specified in the Company Order with respect thereto, and in accordance
with instructions given to the Trustee and the U.S. Depository or such other
Depository, as the case may be (which instructions shall be in writing but need
not be contained in or accompanied by an Officers' Certificate or be accompanied
by an Opinion of Counsel), as shall be specified in the Company Order with
respect thereto to the Trustee, as the

<PAGE>

Company's agent for such purpose, to be exchanged, in whole or in part, for
definitive Securities as described above without charge. The Trustee shall
authenticate and make available for delivery, in exchange for each Portion of
such surrendered global Security, a like aggregate principal amount of
definitive Securities of the same series of authorized denominations and of
like tenor as the portion of such global Security to be exchanged, which
(unless such Securities are not issuable both as Bearer Securities and as
Registered Securities, in which case the definitive Securities exchanged for
the global Security shall be issuable only in the form in which the
Securities are issuable, as provided in or pursuant to this Indenture) shall
be in the form of Bearer Securities or Registered Securities, or any
combination thereof, as shall be specified by the beneficial owner thereof,
but subject to the satisfaction of any certification or other requirements to
the issuance of Bearer Securities; PROVIDED, HOWEVER, that no such exchanges
may occur during a period beginning at the opening of business 15 days before
any selection of Securities of the same series to be redeemed and ending on
the relevant Redemption Date; and PROVIDED, FURTHER, that (unless otherwise
provided in or pursuant to this Indenture) no Bearer Security delivered in
exchange for a portion of a global Security shall be mailed or otherwise
delivered to any location in the United States. Promptly following any such
exchange in part, such global Security shall be returned by the Trustee to
such Depository or the U.S. Depository, as the case may be, or such other
Depository or U.S. Depository referred to above in accordance with the
instructions of the Company referred to above. If a Registered Security is
issued in exchange for any portion of a global Security after the close of
business at the Office or Agency for such Security where such exchange occurs
on or after (i) any Regular Record Date for such Security and before the
opening of business at such Office or Agency on the next Interest Payment
Date, or (ii) any Special Record Date for such Security and before the
opening of business at such Office or Agency on the related proposed date for
payment of interest or Defaulted Interest, as the case may be, interest shall
not be payable on such Interest Payment Date or proposed date for payment, as
the case may be, in respect of such Registered Security, but shall be payable
on such Interest Payment Date or proposed date for payment, as the case may
be, only to the Person to whom interest in respect of such portion of such
global Security shall be payable in accordance with the provisions of this
Indenture.

All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company evidencing the same
debt and entitling the Holders thereof to the same benefits under this Indenture
as the Securities surrendered upon such registration of transfer or exchange.

Every Registered Security presented or surrendered for registration of
transfer or for exchange or redemption shall (if so required by the Company or
the Security Registrar for such Security) be duly endorsed, or be accompanied by
a written instrument of transfer in form satisfactory to the Company and the
Security Registrar for such Security duly executed by the Holder thereof or his
attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or
exchange, or redemption of Securities, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge.

Except as otherwise provided in or pursuant to this Indenture, the
Company shall not be required (i) to issue, register the transfer of or exchange
any Securities during a period beginning

<PAGE>

at the opening of business 15 days before the day of the selection for
redemption of Securities of like tenor and the same series under SECTION 1103
and ending at the close of business on the day of such selection, or (ii) to
register the transfer of or exchange any Registered Security so selected for
redemption in whole or in part, except in the case of any Security to be
redeemed in part, the portion thereof not to be redeemed, or (iii) to
exchange any Bearer Security so selected for redemption except, to the extent
provided with respect to such Bearer Security, that such Bearer Security may
be exchanged for a Registered Security of like tenor and the same series,
provided that such Registered Security shall be immediately surrendered for
redemption with written instruction for payment consistent with the
provisions of this Indenture or (iv) to issue, register the transfer of or
exchange any Security which, in accordance with its terms, has been
surrendered for repayment at the option of the Holder, except the portion, if
any, of such Security not to be so repaid.

Section 306. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

If any mutilated Security or a Security with a mutilated Coupon
appertaining to it is surrendered to the Trustee, subject to the provisions of
this SECTION 306, the Company shall execute and the Trustee shall authenticate
and deliver in exchange therefor a new Security of the same series containing
identical terms and of like principal amount and bearing a number not
contemporaneously outstanding, with Coupons appertaining thereto corresponding
to the Coupons, if any, appertaining to the surrendered Security.

If there be delivered to the Company and to the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security or Coupon,
and (ii) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice to
the Company or the Trustee that such Security or Coupon has been acquired by a
bona fide purchaser, the Company shall execute and, upon Company Request the
Trustee shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Security or in exchange for the Security to
which a destroyed, lost or stolen Coupon appertains with all appurtenant Coupons
not destroyed, lost or stolen, a new Security of the same series containing
identical terms and of like principal amount and bearing a number not
contemporaneously outstanding, with Coupons corresponding to the Coupons, if
any, appertaining to such destroyed, lost or stolen Security or to the Security
to which such destroyed, lost or stolen Coupon appertains.

Notwithstanding the foregoing provisions of this SECTION 306, in case any
mutilated, destroyed, lost or stolen Security or Coupon has become or is about
to become due and payable, the Company in its discretion may, instead of issuing
a new Security, pay such Security or Coupon; PROVIDED, HOWEVER, that principal
of, any premium or interest on or any Additional Amounts with respect to any
Bearer Securities shall, except as otherwise provided in SECTION 1002, be
payable only at an Office or Agency for such Securities located outside the
United States and, unless otherwise provided in or pursuant to this Indenture,
any interest on Bearer Securities and any Additional Amounts with respect to
such interest shall be payable only upon presentation and surrender of the
Coupons appertaining thereto.

Upon the issuance of any new Security under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed

<PAGE>

in relation thereto and any other expenses (including the fees and expenses
of the Trustee) connected therewith.

Every new Security, with any Coupons appertaining thereto issued pursuant
to this Section in lieu of any destroyed, lost or stolen Security, or in
exchange for a Security to which a destroyed, lost or stolen Coupon appertains
shall constitute a separate obligation of the Company, whether or not the
destroyed, lost or stolen Security and Coupons appertaining thereto or the
destroyed, lost or stolen Coupon shall be at any time enforceable by anyone, and
shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of such series and the
Coupons, if any, duly issued hereunder.

The provisions of this Section, as amended or supplemented pursuant to
this Indenture with respect to particular Securities or generally, shall be
exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities or Coupons.

Section 307. PAYMENT OF INTEREST AND CERTAIN ADDITIONAL AMOUNTS; RIGHTS
TO INTEREST AND CERTAIN ADDITIONAL AMOUNTS PRESERVED.

Unless otherwise provided in or pursuant to this indenture, any interest
on and any Additional Amounts with respect to any Registered Security which
shall be payable, and are punctually paid or duty provided for, on any Interest
Payment Date shall be paid to the Person in whose name such Security (or one or
more Predecessor Securities) is registered as of the close of business on the
Regular Record Date for such interest. Unless otherwise provided in or pursuant
to this Indenture, in case a Bearer Security is surrendered in exchange for a
Registered Security after the close of business at an Office or Agency for such
Security on any Regular Record Date therefor and before the opening of business
at such Office or Agency on the next succeeding Interest Payment Date therefor,
such Bearer Security shall be surrendered without the Coupon relating to such
Interest Payment Date and interest shall not be payable on such Interest Payment
Date in respect of the Registered Security issued in exchange for such Bearer
Security, but shall be payable only to the Holder of such Coupon when due in
accordance with the provisions of this Indenture.

Unless otherwise provided in or pursuant to this Indenture, any interest
on and any Additional Amounts with respect to any Registered Security which
shall be payable, but shall not be punctually paid or duly provided for, on any
Interest Payment Date for such Registered Security (herein called "Defaulted
Interest") shall forthwith cease to be payable to the Holder thereof on the
relevant Regular Record Date by virtue of having been such Holder; and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in Clause (1) or (2) below:

(1) The Company may elect to make payment of any Defaulted
Interest to the Person in whose name such Registered Security (or a
Predecessor Security) thereon shall be registered at the close of
business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Company
shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on such Registered Security and the date of the
proposed payment, and at the same time the

<PAGE>

Company shall deposit with the Trustee an amount of money equal to the
aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for
such deposit on or prior to the date of the proposed payment, such
money when so deposited to be held in trust for the benefit of the
Person entitled to such Defaulted Interest as in this Clause provided.
Thereupon, the Trustee shall fix a Special Record Date for the
payment of such Defaulted Interest which shall be not more than 15
days and not less than 10 days prior to the date of the proposed
payment and not less than 10 days after the receipt by the Trustee of
the notice of the proposed payment. The Trustee shall promptly notify
the Company of such Special Record Date and, in the name and at the
expense of the Company shall cause notice of the proposed payment of
such Defaulted Interest and the Special Record Date therefor to be
mailed, first-class postage prepaid, to the Holder of such Registered
Security (or a Predecessor Security thereof) at his address as it
appears in the Security Register not less than 10 days prior to such
Special Record Date. The Trustee may, in its discretion, in the name
and at the expense of the Company cause a similar notice to be
published at least once in an Authorized Newspaper of general
circulation in the Borough of Manhattan, The City of New York, but
such publication shall not be a condition precedent to the
establishment of such Special Record Date. Notice of the proposed
payment of such Defaulted Interest and the Special Record Date
therefor having been mailed as aforesaid, such Defaulted Interest
shall be paid to the Person in whose name such Registered Security (or
a Predecessor Security thereof) shall be registered at the close of
business on such Special Record Date and shall no longer be payable
pursuant to the following clause (2). In case a Bearer Security is
surrendered at the Office or Agency for such Security in exchange for
a Registered Security after the close of business at such Office or
Agency on any Special Record Date and before the opening of business
at such Office or Agency on the related proposed date for payment of
Defaulted Interest, such Bearer Security shall be surrendered without
the Coupon relating to such Defaulted Interest and Defaulted Interest
shall not be payable on such proposed date of payment in respect of
the Registered Security issued in exchange for such Bearer Security,
but shall be payable only to the Holder of such Coupon when due in
accordance with the provisions of this Indenture.

(2) The Company may make payment of any Defaulted Interest in
any other lawful manner not inconsistent with the requirements of any
securities exchange on which such Security may be listed, and upon such
notice as may be required by such exchange, if, after notice given by the
Company to the Trustee of the proposed payment pursuant to this Clause,
such payment shall be deemed practicable by the Trustee.

Unless otherwise provided in or pursuant to this Indenture or the
Securities of any particular series, at the option of the Company, interest on
Registered Securities that bear interest may be paid by mailing a check to the
address of the Person entitled thereto as such address shall appear in the
Security Register or by transfer to an account maintained by the payee with a
bank located in the United States.

Subject to the foregoing provisions of this SECTION 305 and SECTION 307,
each Security delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any

<PAGE>

other Security shall carry the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Security.

Section 308. PERSONS DEEMED OWNERS.

Prior to due presentment of a Registered Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Registered Security is registered in the
Security Register as the owner of such Registered Security for the purpose of
receiving payment of principal of, any premium and (subject to SECTION 305 and
SECTION 307) interest on and any Additional Amounts with respect to such
Registered Security and for all other purposes whatsoever, whether or not any
payment with respect to such Registered Security shall be overdue, and neither
the Company nor the Trustee or any agent of the Company or the Trustee shall be
affected by notice to the contrary.

The Company, the Trustee and any agent of the Company or the Trustee may
treat the bearer of any Bearer Security or the bearer of any Coupon as the
absolute owner of such Security or Coupon for the purpose of receiving payment
thereof or on account thereof and for all other purposes whatsoever, whether or
not any payment with respect to such Security or Coupon shall be overdue, and
neither the Company, nor the Trustee or any agent of the Company or the Trustee
shall be affected by notice to the contrary.

No holder of any beneficial interest in any global Security held on its
behalf by a Depository shall have any rights under this Indenture with respect
to such global Security, and such Depository may be treated by the Company, the
Trustee, and any agent of the Company or the Trustee as the owner of such global
Security for all purposes whatsoever. None of the Company, the Trustee, any
Paying Agent or the Security Registrar will have any responsibility or liability
for any aspect of the records relating to or payments made on account of
beneficial ownership interests of a global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.

Section 309. CANCELLATION.

All Securities and Coupons surrendered for payment, redemption,
registration of transfer or exchange shall, if surrendered to any Person other
than the Trustee, be delivered to the Trustee, and any such Securities and
Coupons, as well as Securities and Coupons surrendered directly to the Trustee
for any such purpose, shall be cancelled promptly by the Trustee. The Company
may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Securities so delivered shall be
cancelled promptly by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities cancelled as provided in this Section,
except as expressly permitted by or pursuant to this Indenture. All cancelled
Securities and Coupons held by the Trustee shall be destroyed by the Trustee,
unless by a Company Order the Company directs their return to it.

Section 310. COMPUTATION OF INTEREST.

Except as otherwise provided in or pursuant to this Indenture or in any
Security, interest on the Securities shall be computed on the basis of a 360-day
year of twelve 30-day months.

<PAGE>

ARTICLE IV.

SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONIES

Section 401. SATISFACTION AND DISCHARGE.

Upon the direction of the Company by a Company Order, this Indenture
shall cease to be of further effect with respect to any series of Securities
specified in such Company Order and any Coupons appertaining thereto, and the
Trustee, on receipt of a Company Order, at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture as to such series, when

(1) either

(a) all Securities of such series theretofore authenticated and
delivered and all Coupons appertaining thereto (other than (i) Coupons
appertaining to Bearer Securities of such series surrendered in exchange
for Registered Securities of such series and maturing after such exchange
whose surrender is not required or has been waived as provided in SECTION
305, (ii) Securities and Coupons of such series which have been
destroyed, lost or stolen and which have been replaced or paid as
provided in SECTION 306, (iii) Coupons appertaining to Securities of such
series called for redemption and maturing after the relevant Redemption
Date whose surrender has been waived as provided in SECTION 1107, and
(iv) Securities and Coupons of such series for whose payment money in the
applicable Payment Medium has theretofore been deposited in trust or
segregated and held in trust by the Company and thereafter repaid to the
Company or discharged from such trust, as provided in SECTION 1004 have
been delivered to the Trustee for cancellation; or

(b) all Securities of such series and, in the case of (i) or
(ii) below, any Coupons appertaining thereto not theretofore delivered to
the Trustee for cancellation

(i) have become due and payable, or

(ii) will become due and payable at their Stated Maturity
within one year, or

(iii) if redeemable at the option of the Company, are to
be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the name, and at the expense of the Company,

and the Company, in the case of (i), (ii) or (iii) above, has deposited
or caused to be deposited with the Trustee as trust funds in trust for
such purpose, money in U.S. dollars, foreign currency or other
consideration in which such Securities are payable in an amount
sufficient to pay and discharge the entire indebtedness on such
Securities and any Coupons appertaining thereto not theretofore delivered
to the Trustee for cancellation, including the principal of, any premium
and interest on, and any Additional Amounts with respect to such
Securities and any Coupons appertaining thereto, to the date of such

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deposit (in the case of Securities which have become due and payable) or
to the Maturity thereof, as the case may be;

(2) the Company has paid or caused to be paid all other sums
payable hereunder by the Company with respect to the Outstanding
Securities of such series and any Coupons appertaining thereto; and

(3) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge
of this Indenture as to such series have been complied with.

In the event there are Securities of two or more series hereunder, the
Trustee shall be required to execute an instrument acknowledging satisfaction
and discharge of this Indenture only if requested to do so with respect to
Securities of such series as to which it is Trustee and if the other conditions
thereto are met.

Notwithstanding the satisfaction and discharge of this Indenture with
respect to any series of Securities, the obligations of the Company to the
Trustee under SECTION 606 and, if money shall have been deposited with the
Trustee pursuant to subclause (b) of clause (1) of this Section, the obligations
of the Company and the Trustee with respect to the Securities of such series
under SECTION 305, SECTION 306, SECTION 405, SECTION 1002 and SECTION 1004, with
respect to the payment of Additional Amounts, if any, with respect to such
Securities as contemplated by SECTION 1004 (but only to the extent that the
Additional Amounts payable with respect to such Securities exceed the amount
deposited in respect of such Additional Amounts pursuant to SECTION 401(l)(b)),
shall survive.

Section 402. RETURN OF MONIES HELD BY TRUSTEE AND PAYING AGENT UNCLAIMED
FOR TWO YEARS.

Any monies deposited with or paid to the Trustee or any paying
agent for the payment of the principal of or interest, if any, on any
Security of any series and not applied but remaining unclaimed for two
years after the date upon which such principal or interest, as the case
may be, shall have become due and payable, shall, upon the written
request of the Company and unless otherwise required by mandatory
provisions of applicable escheat or abandoned or unclaimed property laws,
be repaid to the Company by the Trustee for such series or such paying
agent, and the Holder of such Security of such series shall, unless
otherwise required by mandatory provisions of applicable escheat or
abandoned or unclaimed property laws, thereafter look only to the Company
for any payment which such Holder may be entitled to collect.

Section 403. DEFEASANCE AND COVENANT DEFEASANCE.

(1) Unless, pursuant to SECTION 301, either or both of (i)
defeasance of the Securities of or within a series under clause (2) of
this SECTION 403, or (ii) covenant defeasance of the Securities of or
within a series under clause (3) of this SECTION 403 shall not be
applicable with respect to the Securities of such series, then such
provisions,

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together with the other provisions of this SECTION 403 (with such
modifications thereto as may be specified pursuant to SECTION 301 with
respect to any Securities), shall be applicable to such Securities and
any Coupons appertaining thereto; and the Company may at its option by
Board Resolution or Officers' Certificate, at any time, with respect to
such Securities and any Coupons appertaining thereto, elect to have
SECTION 403(2) or SECTION 403(3) be applied to such Outstanding
Securities and any Coupons appertaining thereto upon compliance with the
conditions set forth below in this SECTION 403.

(2) Upon the Company's exercise of the above option applicable
to this SECTION 403(2) with respect to any Securities of or within a
series, the Company shall be deemed to have been discharged from its
obligations with respect to such Outstanding Securities and any Coupons
appertaining thereto on the date the conditions set forth in clause (4)
of this SECTION 403 are satisfied (hereinafter, "defeasance"). For this
purpose, such defeasance means that the Company shall be deemed to have
paid and discharged the entire Indebtedness represented by such
Outstanding Securities and any Coupons appertaining thereto, which shall
thereafter be deemed to be "Outstanding" only for the purposes of clause
(5) of this SECTION 403 and the other Sections of this Indenture referred
to in clauses (i) and (ii) below, and to have satisfied all of its other
obligations under such Securities and any Coupons appertaining thereto
and this Indenture insofar as such Securities and any Coupons
appertaining thereto are concerned (and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging the same),
except for the following which shall survive until otherwise terminated
or discharged hereunder: (i) the rights of Holders of such Outstanding
Securities and any Coupons appertaining thereto to receive, solely from
the trust fund described in clause (4) of this SECTION 403 and as more
fully set forth in such Section, payments in respect of the principal of
(and premium, if any) and interest, if any, on, and Additional Amounts,
if any, with respect to, such Securities and any Coupons appertaining
thereto when such payments are due, and any rights of such Holder to
convert or exchange such Securities into Common Stock or other
securities, (ii) the obligations of the Company and the Trustee with
respect to such Securities under SECTION 305, SECTION 306, SECTION 1002
and SECTION 1004, with respect to the payment of Additional Amounts, if
any, on such Securities as contemplated by SECTION 1004 (but only to the
extent that the Additional Amounts payable with respect to such
Securities exceed the amount deposited in respect of such Additional
Amounts pursuant to SECTION 403(4)(a) below), (iii) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and (iv) this
SECTION 403. The Company may exercise its option under this SECTION
403(2) notwithstanding the prior exercise of its option under clause (3)
of this SECTION 403 with respect to such Securities and any Coupons
appertaining thereto.

(3) Upon the Company's exercise of the above option applicable
to this SECTION 403(3) with respect to any Securities of or within a
series, the Company shall be released from its obligations, to the extent
specified pursuant to SECTION 301, any covenant applicable to such
Securities, with respect to such Outstanding Securities and any Coupons
appertaining thereto on and after the date the conditions set forth in
clause (4) of this SECTION 403 are satisfied (hereinafter, "covenant
defeasance"), and such Securities and any Coupons appertaining thereto
shall thereafter be deemed to be not "Outstanding" for the purposes of
any direction, waiver, consent or declaration or Act of

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Holders (and the consequences of any thereof) in connection with any such
covenant, but shall continue to be deemed "Outstanding" for all other
purposes hereunder. For this purpose, such covenant defeasance means
that, with respect to such Outstanding Securities and any Coupons
appertaining thereto, the Company may omit to comply with, and shall have
no liability in respect of, any term, condition or limitation set forth
in any such, assumption or such other covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such
Section or such other covenant or by reason of reference in any such
Section or such other covenant to any other provision herein or in any
other document and such omission to comply shall not constitute a default
or an Event of Default under SECTION 501(4) or otherwise, as the case may
be, but, except as specified above, the remainder of this Indenture and
such Securities and Coupons appertaining thereto shall be unaffected
thereby.

(4) The following shall be the conditions to application of
clause (2) or (3) of this SECTION 403 to any Outstanding Securities of or
within a series and any Coupons appertaining thereto:

(a) The Company shall irrevocably have deposited or caused to
be deposited with the Trustee (or another trustee satisfying the
requirements of SECTION 607 who shall agree to comply with the provisions
of this SECTION 403 applicable to it) as trust funds in trust for the
purpose of making the following payments, specifically pledged as
security for, and dedicated solely to, the benefit of the Holders of such
Securities and any Coupons appertaining thereto,

(1) an amount in Dollars or in such Foreign Currency or
other Payment Medium in which such Securities and any Coupons
appertaining thereto are then specified as payable at Stated
Maturity, or

(2) Government Obligations applicable to such Securities
and Coupons appertaining thereto (determined on the basis of the
Payment Medium in which such Securities and Coupons appertaining
thereto are then specified as payable at Stated Maturity) which
through the scheduled payment of principal and interest in respect
thereof in accordance with their terms will provide, not later
than one day before the due date of any payment of principal of
(and premium, if any) and interest, if any, on such Securities and
any Coupons appertaining thereto, money in an amount, or

(3) a combination thereof,

in any case, in an amount, sufficient, without consideration of
any reinvestment of such principal and interest, in the opinion of
a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the
Trustee, to pay and discharge, and which shall be applied by the
Trustee (or other qualifying trustee) to pay and discharge, the
principal of (and premium, if any) and interest, if any, on such
Outstanding Securities and any Coupons appertaining thereto on the
Stated Maturity of such principal or installment of principal or
interest on the day on which such payments are due and

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<PAGE>

payable in accordance with the terms of this Indenture and of
such Securities and any Coupons appertaining thereto.

(b) Such defeasance or covenant defeasance shall not result in
a breach or violation of, or constitute a default under this Indenture.

(c) No Event of Default or event which with notice or lapse of
time or both would become an Event of Default with respect to such
Securities and any Coupons appertaining thereto shall have occurred and
be continuing on the date of such deposit and, with respect to defeasance
only, at any time during the period ending on the 91st day after the date
of such deposit (it being understood that this condition shall not be
deemed satisfied until the expiration of such period).

(d) In the case of an election under clause (3) of this SECTION
403, the Company shall have delivered to the Trustee an Opinion of
Counsel to the effect that the Holders of such Outstanding Securities and
any coupons appertaining thereto will not recognize income, gain or loss
for federal income tax purposes as a result of such covenant defeasance
and will be subject to federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such
covenant defeasance had not occurred.

(e) The Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent to the defeasance or covenant defeasance under
clause (2) or (3) of this SECTION 403 (as the case may be) have been
complied with.

(f) Notwithstanding any other provisions of this SECTION
403(4), such defeasance or covenant defeasance shall be effected in
compliance with any additional or substitute terms, conditions or
limitations which may be imposed on the Company in connection therewith
pursuant to SECTION 301.

(5) Subject to the provisions of the last paragraph of SECTION
1003, all money and Government Obligations (or other property as may be
provided pursuant to SECTION 301) (including the proceeds thereof)
deposited with the Trustee (or other qualifying trustee, collectively for
purposes of this SECTION 403(5) and SECTION 404, the "Trustee") pursuant
to clause (4) of SECTION 403 in respect of any Outstanding Securities of
any series and any Coupons appertaining thereto shall be held in trust
and applied by the Trustee, in accordance with the provisions of such
Securities and any Coupons appertaining thereto and this Indenture, to
the payment, either directly or through any Paying Agent (including the
Company acting as its own Paying Agent) as the Trustee may determine, to
the Holders of such Securities and any Coupons appertaining thereto of
all sums due and to become due thereon in respect of principal (and
premium, if any) and interest and Additional Amounts, if any, but such
money need not be segregated from other funds except to the extent
required by law.

Unless otherwise specified in or pursuant to this Indenture or any
Security, if, after a deposit referred to in SECTION 403(4)(a) has been
made, (a) the Holder of a

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Security in respect of which such deposit was made is entitled to, and
does, elect pursuant to SECTION 301 or the terms of such Security to
receive payment in a Payment Medium other than that in which the deposit
pursuant to SECTION 403(4)(a) has been made in respect of such Security,
or (b) a Conversion Event occurs in respect of the Foreign Currency in
which the deposit pursuant to SECTION 403(4)(a) has been made, the
indebtedness represented by such Security and any Coupons appertaining
thereto shall be deemed to have been, and will be, fully discharged and
satisfied through the payment of the principal of (and premium, if any),
and interest, if any, on, and Additional Amounts, if any, with respect
to, such Security as the same becomes due out of the proceeds yielded by
converting (from time to time as specified below in the case of any such
election) the amount or other property deposited in respect of such
Security into the Payment Medium in which such Security becomes payable
as a result of such election or Conversion Event based on (x) in the,
case of payments made pursuant to clause (a) above, the applicable market
exchange rate for such Payment Medium in effect on the second Business
Day prior to each payment date, or (y) with respect to a Conversion
Event, the applicable market exchange rate for such Foreign Currency in
effect (as nearly as feasible) at the time of the Conversion Event.

The Company shall pay and indemnify the Trustee against any tax,
fee or other charge, imposed on or assessed against the Government
Obligations deposited pursuant to this SECTION 403 or the principal or
interest received in respect thereof other than any such tax, fee or
other charge which by law is for the account of the Holders of such
Outstanding Securities and any Coupons appertaining thereto.

Anything in this SECTION 403 to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon
Company Request any money or Government Obligations (or other property
and any proceeds therefrom) held by it as provided in clause (4) of this
SECTION 403 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification
thereof delivered to the Trustee, are in excess of the amount thereof
which would then be required to be deposited to effect a defeasance or
covenant defeasance, as applicable, in accordance with this SECTION 403.

Section 404. APPLICATION OF TRUST MONEY.

Subject to the provisions of the last paragraph of SECTION 1003, all
money and Government Obligations deposited with the Trustee pursuant to SECTION
401 or SECTION 403 shall be held in trust and applied by it, in accordance with
the provisions of the Securities, the Coupons and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal, premium, interest and Additional Amounts for
whose payment such money has or Government Obligations have been deposited with
or received by the Trustee; but such money and Government Obligations need not
be segregated from other funds except to the extent required by law.

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<PAGE>

Section 405. REINSTATEMENT.

If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or
released pursuant to this Article shall be revived and reinstated as though no
deposit has occurred pursuant to this Article with respect to such Securities,
until such time as the Trustee or Paying Agent is permitted to apply all money
held in trust pursuant to this Article with respect to such Securities in
accordance with this Article; PROVIDED, HOWEVER, that if the Company makes any
payment of principal of or any premium or interest on any such Security
following reinstatement of its obligations, the Company shall be subrogated to
the fights (if any) of the Holders of such Securities to receive such payment
from the money so held in trust.

ARTICLE V.

REMEDIES

Section 501. EVENTS OF DEFAULT.

"Event of Default," wherever used herein with respect to Securities of
any series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body),
unless such event is specifically deleted or modified in or pursuant to the
supplemental indenture, Board Resolution or Officers' Certificate establishing
the terms of such Series pursuant to this Indenture:

(1) failure to pay any interest on or any Additional Amounts
payable in respect of any Security of such series when such interest
becomes or such Additional Amounts become due and payable, and
continuance of such default for a period of 30 days; or

(2) failure to pay the principal of or any premium on any
Security of such series when it becomes due and payable at its Maturity;
or

(3) failure to perform or the breach, of any covenant or
warranty of the Company in this Indenture or the Securities (other than a
covenant or warranty a default in the performance or the breach of which
is elsewhere in this Section specifically dealt with or which has been
expressly included in this Indenture solely for the benefit of a series
of Securities other than such series), and continuance of such failure or
breach for a period of 120 days after there has been given, by registered
or certified mail, to the Company by the Trustee or to the Company and
the Trustee by the Holders of at least 25% in principal amount of the
Outstanding Securities of such series, a written notice specifying such
failure or breach and requiring it to be remedied and stating that such
notice is a "Notice of Default" hereunder; or

(4) the entry by a court having competent jurisdiction of:

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(a) a decree or order for relief in respect of the
Company in an involuntary proceeding under any applicable
bankruptcy, insolvency, reorganization or other similar law and
such decree or order shall remain unstayed and in effect for a
period of 90 consecutive days; or

(b) a decree or order adjudging the Company to be
insolvent, or approving a petition seeking reorganization,
arrangement, adjustment or composition of the Company or any
Subsidiary and such decree or order shall remain unstayed and in
effect for a period of 90 consecutive days; or

(c) a final and non-appealable order appointing a
custodian, receiver, liquidator, assignee, trustee or other
similar official of the Company or of any substantial part of the
property of the Company, as the case may be, or ordering the
winding up or liquidation of the affairs of the Company; or

(5) the commencement by the Company of a voluntary proceeding
under any applicable bankruptcy, insolvency, reorganization or other
similar law or of a voluntary proceeding seeking to be adjudicated
insolvent or the consent by the Company to the entry of a decree or order
for relief in an involuntary proceeding under any applicable bankruptcy,
insolvency, reorganization or other similar law or to the commencement of
any insolvency proceedings against it, or the filing by the Company of a
petition or answer or consent seeking reorganization or relief under any
applicable law, or the consent by the Company to the filing of such
petition or to the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee or similar official of the
Company or any substantial part of the property of the Company or the
making by the Company of an assignment for the benefit of creditors, or
the taking of corporate action by the Company in furtherance of any such
action; or

(6) any other Event of Default provided in or pursuant to this
Indenture with respect to Securities of such series.

Section 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

If an Event of Default with respect to Securities of any series at the
time Outstanding (other than an Event of Default specified in clause (4) or (5)
of SECTION 501) occurs and is continuing, then the Trustee or the Holders of not
less than 25% in principal amount of the Outstanding Securities of such series
may declare the principal of all the Securities of such series, or such lesser
amount as may be provided for in the Securities of such series, to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee
if given by the Holders), and upon any such declaration such principal or such
lesser amount shall become immediately due and payable.

If an Event of Default specified in clause (4) or (5) of SECTION 501
occurs, all unpaid principal of and accrued interest on the Outstanding
Securities of that series (or such lesser amount as may be provided for in the
Securities of such series) shall IPSO FACTO become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holder of any Security of that series.

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At any time after Securities of any series have been accelerated and
before a judgment or decree for payment of the money due has been obtained by
the Trustee as hereinafter in this Article provided, the Holders of not less
than a majority in principal amount of the Outstanding Securities of such
series, by written notice to the Company and the Trustee, may rescind and annul
such declaration and its consequences if

(1) the Company has paid or deposited with the Trustee a sum of
money sufficient to pay

(a) all overdue installments of any interest on and
Additional Amounts with respect to all Securities of such series
and any Coupon appertaining thereto,

(b) the principal of and any premium on any Securities
of such series which have become due otherwise than by such
declaration of acceleration and interest thereon and any
Additional Amounts with respect thereto at the rate or rates borne
by or provided for in such Securities,

(c) to the extent that payment of such interest or
Additional Amounts is lawful, interest upon overdue installments
of any interest and Additional Amounts at the rate or rates borne
by or provided for in such Securities, and

(d) all sums paid or advanced by the Trustee hereunder
and the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel and all other
amounts due the Trustee under SECTION 606; and

(2) all Events of Default with respect to Securities of such
series, other than the non-payment of the principal of, any premium and
interest on, and any Additional Amounts with respect to Securities of
such series which shall have become due solely by such declaration of
acceleration, shall have been cured or waived as provided in SECTION 513.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

Section 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE.

The Company covenants that if

(1) there is a failure to pay any installment of interest on or
any Additional Amounts with respect to any Security or any Coupon
appertaining thereto when such interest or Additional Amounts shall have
become due and payable and such default continues for a period of 30
days, or

(2) there is a failure to pay the principal of or any premium
on any Security at its Maturity,

the Company shall, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities and any Coupons appertaining thereto,
the whole amount of money

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then due and payable with respect to such Securities and any Coupons
appertaining thereto, with interest upon the overdue principal, any premium
and, to the extent that payment of such interest shall be legally
enforceable, upon any overdue installments of interest and Additional Amounts
at the rate or rates borne by or provided for in such Securities, and, in
addition thereto, such further amount of money as shall be sufficient to
cover the costs and expenses of collection, including the reasonable
compensation, expenses. disbursements and advances of the Trustee, its agents
and counsel and all other amounts due to the Trustee under SECTION 606.

If the Company fails to pay the money it is required to pay the Trustee
pursuant to the preceding paragraph forthwith upon the demand of the Trustee,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the money so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon such Securities and any Coupons
appertaining thereto and collect the monies adjudged or decreed to be payable in
the manner provided by law out of the property of the Company or any other
obligor upon such Securities and any Coupons appertaining thereto, wherever
situated.

If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series
and any Coupons appertaining thereto by such appropriate judicial proceedings as
the Trustee shall deem most effectual to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this
Indenture or such Securities or in aid of the exercise of any power granted
herein or therein, or to enforce any other proper remedy.

Section 504. TRUSTEE MAY FILE PROOFS OF CLAIM.

In case of the pendency of any receivership insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of any overdue principal, premium, interest or
Additional Amounts) shall be entitled and empowered, by intervention in such
proceeding or otherwise,

(1) to file and prove a claim for the whole amount, or such
lesser amount as may be provided for in the Securities of such series, of
the principal and any premium, interest and Additional Amounts owing and
unpaid in respect of the Securities and any Coupons appertaining thereto
and to file such other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim
for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents or counsel) and of the Holders of Securities or
any Coupons allowed in such judicial proceeding, and

(2) to collect and receive any monies or other property payable
or deliverable on any such claims and to distribute the same;

45
<PAGE>

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder of Securities or any Coupons to make such payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments
directly to the Holders of Securities or any Coupons, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel and any other amounts due the
Trustee under SECTION 606.

Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder of a Security
or any Coupon any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or Coupons or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder of a
Security or any Coupon in any such proceeding; provided, however, that the
Trustee may, on behalf of the Holders, vote for the election of a trustee in
bankruptcy or similar official and be a member of a creditors' committee or
other similar committee.

Section 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES
OR COUPONS.

All rights of action and claims under this Indenture or any of the
Securities or Coupons may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or Coupons or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery or judgment, after provision for the payment of the reasonable
compensation, expenses, disbursements and advance of the Trustee, its agents and
counsel, shall be for the ratable benefit of each and every Holder of a Security
or Coupon in respect of which such judgment has been recovered.

Section 506. APPLICATION OF MONEY COLLECTED.

Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal, or any
premium, interest or Additional Amounts, upon presentation of the Securities or
Coupons, or both, as the case may be, and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee and any
predecessor Trustee under SECTION 606;

SECOND: To the payment of the amounts then due and unpaid upon
the Securities and any Coupons for principal and any premium, interest
and Additional Amounts in respect of which or for the benefit of which
such money has been collected, ratably, without preference or priority of
any kind, according to the aggregate amounts due and payable on such
Securities and Coupons for principal and any premium, interest and
Additional Amounts, respectively;

THIRD: The balance, if any, to the Person or Persons entitled
thereto.

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<PAGE>

Section 507. LIMITATIONS ON SUITS.

No Holder of any Security of any series or any Coupons appertaining
thereto shall have any right to institute any proceedings judicial or otherwise,
with respect to this Indenture, or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless

(1) such Holder has previously given written notice to the
Trustee of a continuing Event of Default with respect to the Securities
of such series;

(2) the Holders of not less than 25% in principal amount of the
Outstanding Securities of such series shall have made written request to
the Trustee to institute proceedings in respect of such Event of Default
in its own name as Trustee hereunder;

(3) such Holder or Holders have offered to the Trustee
reasonable indemnity against the costs, expenses and liabilities to be
incurred in compliance with such request;

(4) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such
proceeding; and

(5) no direction inconsistent with such written request has
been given to the Trustee during such 60-day period by the Holders of a
majority in principal amount of the Outstanding Securities of such
series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture or any Security to affect, disturb or prejudice the rights of
any other such Holders or Holders of Securities of any other series, or to
obtain or to seek to obtain priority or preference over any other Holders or to
enforce any right under this Indenture, except in the manner herein provided and
for the equal and ratable benefit of all such Holders.

Section 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL AND ANY
PREMIUM, INTEREST AND ADDITIONAL AMOUNTS.

Notwithstanding any other provision in this Indenture, the Holder of any
Security or Coupon shall have the right, which is absolute and unconditional, to
receive payment of the principal of, any premium and (subject to SECTION 305 and
SECTION 307) interest on, and any Additional Amounts with respect to such
Security or payment of such Coupon, as the case may be, on the respective Stated
Maturity or Maturities therefor specified in such Security or Coupon (or, in the
case of redemption, on the Redemption Date or, in the case of repayment at the
option of such Holder if provided in or pursuant to this Indenture, on the date
such repayment is due) and to institute suit for the enforcement of any such
payment, and such right shall not be impaired without the consent of such
Holder.

Section 509. RESTORATION OF RIGHTS AND REMEDIES.

If the Trustee or any Holder of a Security or a Coupon has instituted any
proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder,

<PAGE>

then and in every such case the Company, the Trustee and each such Holder
shall, subject to any determination in such proceeding, be restored severally
and respectively to their former positions hereunder, and thereafter all
rights and remedies of the Trustee and each such Holder shall continue as
though no such proceeding had been instituted.

Section 510. RIGHTS AND REMEDIES CUMULATIVE.

Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities or Coupons in the last
paragraph of SECTION 306, no right or remedy herein conferred upon or reserved
to the Trustee or to each and every Holder of a Security or a Coupon is intended
to be exclusive of any other right or remedy, and even right and remedy, to the
extent permitted by law, shall be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not, to the extent permitted by law, prevent the
concurrent assertion or employment of any other appropriate right or remedy.

Section 511. DELAY OR OMISSION NOT WAIVER.

No delay or omission of the Trustee or of any Holder of any Security or
Coupon to exercise any right or remedy accruing upon any Event of Default shall
impair any such right or remedy or constitute a waiver of any such Event of
Default or an acquiescence therein. Every right and remedy given by this
Article or by law to the Trustee or to any Holder of a Security or a Coupon may
be exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by such Holder, as the case may be.

Section 512. CONTROL BY HOLDERS OF SECURITIES.

Subject to SECTION 601(5), the Holders of a majority in principal amount
of the Outstanding Securities of any series shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee or exercising any trust or power conferred on the Trustee with
respect to the Securities of such series and any Coupons appertaining thereto,
provided that

(1) such direction shall not be in conflict with any rule of
law or with this Indenture or with the Securities of any series,

(2) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction, and

(3) such direction is not unduly prejudicial to the rights of
the other Holders of Securities of such series not joining in such
action.

Section 513. WAIVER OF PAST DEFAULTS.

The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series on behalf of the Holders of all the
Securities of such series and any Coupons

<PAGE>

appertaining thereto may waive any past or prospective default hereunder with
respect to such series and its consequences, except a default

(1) in the payment of the principal of, any premium or interest
on, or any Additional Amounts with respect to, any Security of such
series or any Coupons appertaining thereto, or

(2) in respect of a covenant or provision hereof which under
ARTICLE IX cannot be modified or amended without the consent of the
Holder of each Outstanding Security of such series affected.

Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.

Section 514. WAIVER OF STAY OR EXTENSION LAWS.

The Company covenants that (to the extent that it may lawfully do so) it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company expressly waives (to the extent
that it may lawfully do so) all benefit or advantage of any such law and
covenants that it will not hinder, delay or impede the execution of any power
herein granted to the Trustee, but will suffer and permit the execution of every
such power as though no such law had been enacted.

Section 515. UNDERTAKING FOR COSTS.

All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of any
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit having due regard to the merits and good
faith of the claims or defenses made by such party litigant; but the provisions
of this Section 515 shall not apply to any suit instituted by the Trustee, to
any suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in principal amount of Outstanding Securities of any series, or to
any suit instituted by any Holder for the enforcement of the payment of the
principal of (or premium, if any) or interest, if any, on or Additional Amounts,
if any, with respect to any Security on or after the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on or
after the Redemption Date, in the case of repayment, on or after the date for
repayment).

<PAGE>

ARTICLE VI.

THE TRUSTEE

Section 601. CERTAIN RIGHTS OF TRUSTEE.

Subject to Sections 315(a) through 315(d) of the Trust Indenture Act:

(1) the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order,
bond, debenture, note, coupon or other paper or document reasonably
believed by it to be genuine and to have been signed or presented by the
proper party or parties;

(2) any request or direction of the Company mentioned herein
shall be sufficiently evidenced by a Company Request or a Company Order
(in each case, other than delivery of any Security, together with any
Coupons appertaining thereto, to the Trustee for authentication and
delivery pursuant to SECTION 303 which shall be sufficiently evidenced as
provided therein) and any resolution of the Board of Directors may be
sufficiently evidenced by a Board Resolution;

(3) whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or established
prior to taking, suffering or omitting any action hereunder, the Trustee
(unless other evidence shall be herein specifically prescribed) may, in
the absence of bad faith on its part, rely upon an Officers' Certificate;

(4) the Trustee may consult with counsel and the written advice
of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or
omitted by it hereunder in good faith and in reliance thereon;

(5) the Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by or pursuant to this Indenture at the
request or direction of any of the Holders of Securities of any series or
any Coupons appertaining thereto pursuant to this Indenture, unless such
Holders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction;

(6) the Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, coupon or other paper or document, but
the Trustee, in its discretion, may make such further inquiring or
investigation into such facts or matters as it may see fit, and, if the
Trustee shall determine to make such further inquiry or investigation, it
shall be entitled to examine, during business hours and upon reasonable
notice, the books, records and premises of the Company, personally or by
agent or attorney;

<PAGE>

(7) the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through agents or attorneys and the Trustee shall not be responsible for
any misconduct or negligence on the part of any agent or attorney
appointed with due care by it hereunder;

(8) the Trustee shall not be charged with knowledge of any
default (as defined in SECTION 602) or Event of Default with respect to
the Securities of any series for which it is acting as Trustee unless
either (1) a Responsible Officer of the Trustee assigned to the Corporate
Trust Department of the Trustee (or any successor division or department
of the Trustee) shall have actual knowledge of such default or Event of
Default or (2) written notice of such default or Event of Default shall
have been given to the Trustee by the Company or any other obligor on
such Securities or by any holder of such Securities; and

(9) the Trustee shall not be liable for any action taken,
suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon it
by this Indenture.

Section 602. NOTICE OF DEFAULTS.

Within 90 days after the occurrence of any default hereunder with respect
to the Securities of any series, the Trustee shall transmit by mail to all
Holders of Securities of such series entitled to receive reports pursuant to
SECTION 703(3), notice of such default hereunder known to the Trustee, unless
such default shall have been cured or waived; PROVIDED, HOWEVER, that, except in
the case of a default in the payment of the principal of (or premium, if any),
or interest, if any, on, or Additional Amounts with respect to, any Security of
such series, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determine
that the withholding of such notice is in the best interest of the Holders of
Securities and Coupons of such series. For the purpose of this Section, the
term "DEFAULT" means any event which is, or after notice or lapse of time or
both would become, an Event of Default with respect to Securities of such
series.

Section 603. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

The recitals contained herein and in the Securities, except the Trustee's
certificate of authentication, and in any Coupons shall be taken as the
statements of the Company and neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or the Coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder and that the statements made by it in a
Statement of Eligibility and Qualification on Form T-1 supplied to the Company
are true and accurate, subject to the qualifications set forth therein. Neither
the Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of the Securities or the proceeds thereof.

<PAGE>

Section 604. MAY HOLD SECURITIES.

The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other Person that may be an agent of the Trustee or the
Company, in its individual or any other capacity, may become the owner or
pledgee of Securities or Coupons and, subject to Sections 310(b) and 311 of the
Trust Indenture Act, may otherwise deal with the Company with the same rights it
would have if it were not Trustee, Authenticating Agent, Paying Agent, Security
Registrar or such other Person.

Section 605. MONEY HELD IN TRUST.

Except as provided in SECTION 404 and SECTION 1003, money held by the
Trustee in trust hereunder need not be segregated from other funds except to the
extent required by law and shall be held uninvested. The Trustee shall be under
no liability for interest on any money received by it hereunder except as
otherwise agreed in writing with the Company.

Section 606. COMPENSATION AND REIMBURSEMENT.

The Company agrees:

(1) to pay to the Trustee from time to time reasonable
compensation for all services rendered by the Trustee hereunder (which
compensation shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust);

(2) except as otherwise expressly provided herein, to reimburse
the Trustee upon its request for all reasonable expenses, disbursements
and advances incurred or made by the Trustee in accordance with any
provision of this Indenture (including the reasonable compensation and
the expenses and disbursements of its agents and counsel), except any
such expense, disbursement or advance as may be attributable to the
Trustee's negligence or bad faith; and

(3) to indemnify the Trustee and its agents for, and to hold
them harmless against, any loss, liability or cost expressly incurred
without negligence or bad faith on their part, arising out of or in
connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses of defending themselves
against any claim or liability in connection with the exercise or
performance of any of their powers or duties hereunder.

As security for the performance of the obligations of the Company under
this Section, the Trustee shall have a lien prior to the Securities of any
series upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the payment of principal of, and premium or
interest on or any Additional Amounts with respect to particular Securities or
any Coupons appertaining thereto.

Any compensation or expense incurred by the Trustee after a default
specified by SECTION 501 is intended to constitute an expense of administration
under any then applicable bankruptcy or insolvency law. "Trustee" for purposes
of this SECTION 606 shall include any predecessor

<PAGE>

Trustee but the negligence or bad faith of any Trustee shall not affect the
rights of any other Trustee under this SECTION 606.

The Company's obligations under this SECTION 606 and any lien hereunder
shall survive the resignation or removal of any Trustee, the discharge of the
Company's obligations pursuant to ARTICLE IV of this Indenture and the
termination of this Indenture.

Section 607. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

There shall at all times be a Trustee hereunder that is a Corporation,
organized and doing business under the laws of the United States of America, any
state thereof or the District of Columbia, eligible under Section 310(a)(1) of
the Trust Indenture Act to act as trustee under an indenture qualified under the
Trust Indemnity Act and that has a combined capital and surplus (computed in
accordance with Section 310(a)(2) of the Trust Indenture Act) of at least
$50,000,000 subject to supervision or examination by federal or state authority.
If at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

Section 608. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

(1) No resignation or removal of the Trustee and no appointment
of a successor Trustee pursuant to this Article shall become effective
until the acceptance of appointment by the successor Trustee pursuant to
SECTION 609.

(2) The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required
by SECTION 609 shall not have been delivered to the Trustee within 30
days after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to such series.

(3) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal
amount of the Outstanding Securities of such series, delivered to the
Trustee and the Company.

(4) If at any time:

(a) the Trustee shall fail to comply with the
obligations imposed upon it under Section 310(b) of the Trust
Indenture Act with respect to Securities of any series after
written request therefor by the Company or any Holder of a
Security of such series who has been a bona fide Holder of a
Security of such series for at least six months, or

(b) the Trustee shall cease to be eligible under SECTION
607 and shall fail to resign after written request therefor by the
Company or any such Holder, or

(c) the Trustee shall become incapable of acting or
shall be adjudged a bankrupt or insolvent or a receiver of the
Trustee or of its property shall be

<PAGE>

appointed or any public officer shall take charge or control of
the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company, by or pursuant to a Board
Resolution, may remove the Trustee with respect to all Securities or the
Securities of such series, or (ii) subject to Section 315(e) of the Trust
Indenture Act, any Holder of a Security who has been a bona fide Holder
of a Security of such series for at least six months may, on behalf of
himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee with respect to all
Securities of such series and the appointment of a successor Trustee or
Trustees.

(5) If the Trustee shall resign, be removed or become incapable
of acting, or if a vacancy shall occur in the office of Trustee for any
cause, with respect to the Securities of one or more series, the Company,
by or pursuant to a Board Resolution, shall promptly appoint a successor
Trustee or Trustees with respect to the Securities of that or those
series (it being understood that any such successor Trustee may be
appointed with respect to the Securities of one or more or all of such
series and that at any time there shall be only one Trustee with respect
to the Securities of any particular series) and shall comply with the
applicable requirements of SECTION 609. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy,
a successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the
retiring Trustee, the successor Trustee so appointed shall, forthwith
upon its acceptance of such appointment in accordance with the applicable
requirements of SECTION 609, become the successor Trustee with respect to
the Securities of such series and to that extent supersede the successor
Trustee appointed by the Company. If no successor Trustee with respect
to the Securities of any series shall have been so appointed by the
Company or the Holders of Securities and accepted appointment in the
manner required by SECTION 609, any Holder of a Security who has been a
bona fide Holder of a Security of such series for at least six months
may, on behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

(6) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and
each appointment of a successor Trustee with respect to the Securities of
any series by mailing written notice of such event by first-class mail,
postage prepaid, to the Holders of Registered Securities, if any, of such
series as their names and addresses appear in the Security Register and,
if Securities of such series are issued as Bearer Securities, by
publishing notice of such event once in an Authorized Newspaper in each
Place of Payment located outside the United States. Each notice shall
include the name of the successor Trustee with respect to the Securities
of such series and the address of its Corporate Trust Office.

Section 609. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

(1) Upon the appointment hereunder of any successor Trustee
with respect to all Securities, such successor Trustee so appointed shall
execute, acknowledge and

<PAGE>

deliver to the Company and the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties hereunder of the
retiring Trustee; but, on the request of the Company or such Successor
Trustee, such retiring Trustee, upon payment of its charges, shall
execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and,
subject to SECTION 1003, shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring
Trustee hereunder, subject nevertheless to its claim, if any, provided
for in SECTION 606.

(2) Upon the appointment hereunder of any successor Trustee
with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and such successor Trustee shall execute
and deliver an indenture supplemental hereto wherein each successor
Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to,
and to vest in, such successor Trustee all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates,
(2) if the retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of
the retiring Trustee with respect to the Securities of that or those
series as to which the retiring Trustee is not retiring shall continue to
be vested in the retiring Trustee, and (3) shall add to or change any of
the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one
Trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such Trustees co-trustees of the same trust,
that each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any
other such Trustee and that no Trustee shall be responsible for any
notice given to, or received by, or any act or failure to act on the part
of any other Trustee hereunder, and, upon the execution and delivery of
such supplemental indenture, the resignation or removal of the retiring
Trustee shall become effective to the extent provided therein, such
retiring Trustee shall have no further responsibility for the exercise of
rights and powers or for the performance of the duties and obligations
vested in the Trustee under this Indenture with respect to the Securities
of that or those series to which the appointment of such successor
Trustee relates other than as hereinafter expressly set forth, and such
successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on
request of the Company or such successor Trustee, such retiring Trustee,
upon payment of its charges with respect to the Securities of that or
those series to which the appointment of such successor relates and
subject to SECTION 1003 shall duly assign, transfer and deliver to such
successor Trustee, to the extent contemplated by such supplemental
indenture, the property and money held by such retiring Trustee hereunder
with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, subject to its claim, if
any, provided for in SECTION 606.

55
<PAGE>

(3) Upon request of any Person appointed hereunder as a
successor Trustee, the Company shall execute any and all instruments for
more fully and certainly vesting in and confirming to such successor
Trustee all such rights, powers and trusts referred to in paragraph (1)
or (2) of this Section, as the case may be.

(4) No Person shall accept its appointment hereunder as a
successor Trustee unless at the time of such acceptance such successor
Person shall be qualified and eligible under this Article.

Section 610. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS.

Any Corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any Corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
Corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated
but not delivered by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

Section 611. APPOINTMENT OF AUTHENTICATING AGENT.

The Trustee may appoint one or more Authenticating Agents acceptable to
the Company with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of that or
those series issued upon original issue, exchange, registration of transfer,
partial redemption or partial repayment or pursuant to SECTION 306, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent.

Each Authenticating Agent shall be acceptable to the Company and, except
as provided in or pursuant to this Indenture, shall at all times be a
corporation that would be permitted by the Trust Indenture Act to act as trustee
under an indenture qualified under the Trust Indenture Act, is authorized under
applicable law and by its charter to act as an Authenticating Agent and has a
combined capital and surplus (computed in accordance with Section 310(a)(2) of
the Trust Indenture Act) of at least $50,000,000. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect specified in this Section.

Any Corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any Corporation succeeding to all or substantially all of
the corporate agency or corporate trust business of an

56
<PAGE>

Authenticating Agent, shall be the successor of such Authenticating Agent
hereunder, PROVIDED such Corporation shall be otherwise eligible under this
Section, without the execution or filing of any paper or any further act on
the part of the Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall (i) mail written notice
of such appointment by first-class mail, postage prepaid, to all Holders of
Registered Securities, if any, of the series with respect to which such
Authenticating Agent shall serve, as their names and addresses appear in the
Security Register, and (ii) if Securities of the series are issued as Bearer
Securities, publish notice of such appointment at least once in an Authorized
Newspaper in the place where such successor Authenticating Agent has its
principal office if such office is located outside the United States. Any
successor Authenticating Agent, upon acceptance of its appointment hereunder,
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

The Company agrees to pay each Authenticating Agent from time to time
reasonable compensation for its services under this Section. If the Trustee
makes such payments, it shall be entitled to be reimbursed for such payments,
subject to the provisions of SECTION 606.

The provisions of SECTION 308, SECTION 603 and SECTION 604 shall be
applicable to each Authenticating Agent.

If an Authenticating Agent is appointed with respect to one or more
series of Securities pursuant to this Section, the Securities of such series may
have endorsed thereon, in addition to or in lieu of the Trustee's certificate of
authentication, an alternate certificate of authentication in substantially the
following form:

This is one of the Securities of the series designated herein referred to
in the within-mentioned Indenture.

CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION,
As Trustee

By_________________________________
As Authenticating Agent

By_________________________________
Authorized Officer

<PAGE>

If all of the Securities of any series may not be originally issued at
one time, and if the Trustee does not have an office capable of authenticating
Securities upon original issuance located in a Place of Payment where the
Company wishes to have Securities of such series authenticated upon original
issuance, the Trustee, if so requested in writing (which writing need not be
accompanied by or contained in an Officers' Certificate by the Company), shall
appoint in accordance with this Section an Authenticating Agent having an office
in a Place of Payment designated by the Company with respect to such series of
Securities.

ARTICLE VII.

HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

In accordance with Section 312(a) of the Trust Indenture Act, the Company
shall furnish or cause to be furnished to the Trustee

(1) semi-annually with respect to Securities of each series not
later than March 15 and September 15 of the year or upon such other dates
as are set forth in or pursuant to the Board Resolution, Officers'
Certificate or indenture supplemental hereto authorizing such series, a
list, in each case in such form as the Trustee may reasonably require, of
the names and addresses of Holders as of the applicable date, and

(2) at such other times as the Trustee may request in writing,
within 30 days after the receipt by the Company of any such request, a
list of similar form and content as of a date not more than 15 days prior
to the time such list is furnished,

PROVIDED, HOWEVER, that so long as the Trustee is the Security Registrar no such
list shall be required to be furnished.

Section 702. PRESERVATION OF INFORMATION, COMMUNICATIONS TO HOLDERS.

The Trustee shall comply with the obligations imposed upon it pursuant to
Section 312 of the Trust Indenture Act.

Every Holder of Securities or Coupons, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company, the Trustee,
any Paying Agent or any Security Registrar shall be held accountable by reason
of the disclosure of any such information as to the names and addresses of the
Holders of Securities in accordance with Section 312(c) of the Trust Indenture
Act, regardless of the source from which such information was derived, and that
the Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under Section 312(b) of the Trust Indenture Act.

SECTION 703. REPORT BY TRUSTEE.

(1) Within 60 days after September 15 of each year commencing
with the first September 15 following the first issuance of Securities
pursuant to SECTION 301, if

<PAGE>

required by Section 313(a) of the Trust Indenture Act, the Trustee
shall transmit, pursuant to Section 313(c) of the Trust Indenture Act,
a brief report dated as of such September 15 with respect to any of
the events specified in said Section 313(a) which may have occurred
since the later of the immediately preceding September 15 and the date
of the Indenture.

(2) The Trustee shall transmit the reports required by Section
313(a) of the Trust Indenture Act at the times specified therein.

(3) Reports pursuant to this Section shall be transmitted in
the manner and to the Persons required by Sections 313(c) and 313(d) of
the Trust Indenture Act.

Section 704. REPORTS BY COMPANY.

The Company, pursuant to Section 314(a) of the Trust Indenture Act,
shall:

(1) file with the Trustee, within 15 days after the Company is
required to file the same with the Commission, copies of the annual
reports and the information, documents and other reports (or copies of
such portions of any of the foregoing as the Commission may from time to
time by rules and regulations prescribe) which the Company may be
required to file with the Commission pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934, as amended; or, if the
Company is not required to file information, documents or reports
pursuant to either of said Sections, then it shall file with the Trustee
and the Commission, in accordance with rules and regulations prescribed
from time to time by the Commission, such of the supplementary and
periodic information, documents and reports which may be required
pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended, in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules
and regulations;

(2) file with the Trustee and the Commission, in accordance
with rules and regulations prescribed from time to time by the
Commission, such additional information, documents and reports with
respect to compliance by the Company, with the conditions and covenants
of this Indenture as may be required from time to time by such rules and
regulations; and

(3) transmit within 30 days after the filing thereof with the
Trustee, in the manner and to the extent provided in Section 313(c) of
the Trust Indenture Act, such summaries of any information, documents and
reports required to be filed by the Company pursuant to paragraphs (1)
and (2) of this Section as may be required by rules and regulations
prescribed from time to time by the Commission.

<PAGE>

ARTICLE VIII.

CONSOLIDATION, MERGER AND SALES

Section 801. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

Nothing contained in this Indenture or in any of the Securities shall
prevent any consolidation or merger of the Company with or into any other Person
or Persons (whether or not affiliated with the Company), or successive
consolidations or mergers in which the Company, or its successor or successors
shall be a party or parties, or shall prevent any conveyance, transfer or lease
of the property of the Company as an entirety or substantially as an entirety to
any other Person (whether or not affiliated with the Company) authorized to
acquire and operate the same; provided, however, and the Company hereby
covenants and agrees, that upon any such consolidation, merger, conveyance,
transfer or lease (i) the due and punctual payment of the principal of and
interest, if any, on all of the Securities, according to their tenor, and the
due and punctual performance and observance of all of the covenants and
conditions of this Indenture to be performed by the Company, shall be expressly
assumed, by supplemental indenture satisfactory in form to the Trustee, executed
and delivered to the Trustee by the Person (if other than the Company) formed by
such consolidation, or into which the Company shall have been merged, or by the
Person which shall have acquired or leased such property, (ii) immediately after
giving effect to such merger or consolidation, or such conveyance, transfer or
lease, no Event of Default or event which, after notice or lapse of time, or
both, would become an Event of Default, shall have occurred and be continuing,
and (iii) either the Company or the successor Person shall have delivered to the
Trustee an Officers' Certificate and an Opinion of Counsel, each stating that
such consolidation, merger, conveyance, transfer or lease and, if a supplemental
indenture is required in connection with such transaction, such supplemental
indenture comply with this Article and that all conditions precedent herein
provided for relating to such transaction have been complied with.

SECTION 802. SUCCESSOR PERSON SUBSTITUTED FOR COMPANY.

Upon any consolidation by the Company with or merger of the Company into
any other Person or any conveyance, transfer or lease of the properties and
assets of the Company substantially as an entirety to any Person in accordance
with SECTION 801, the successor Person formed by such consolidation or into
which the Company is merged or to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein, and thereafter, except in
the case of a lease, the predecessor Person shall be released from all
obligations and covenants under this Indenture, the Securities and the Coupons.

<PAGE>

ARTICLE IX.

SUPPLEMENTAL INDENTURES

Section 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

Without the consent of any Holders of Securities or Coupons, the Company
(when authorized by or pursuant to a Board Resolution) and the Trustee, at any
time and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes:

(1) to evidence the succession of another Person to the
Company, and the assumption by any such successor of the covenants of the
Company contained herein and in the Securities; or

(2) to add to the covenants of the Company for the benefit of
the Holders of all or any series of Securities (as shall be specified in
such supplemental indenture or indentures, or to surrender any right or
power herein conferred upon the Company; or

(3) to add to or change any of the provisions of this Indenture
to provide that Bearer Securities may be registrable as to principal, to
change or eliminate any restrictions of the payment of principal of, any
premium or interest on or any Additional Amounts with respect to
Securities, to permit Bearer Securities to be issued in exchange for
Registered Securities, to permit Bearer Securities to be exchanged for
Bearer Securities of other authorized denomination or to permit or
facilitate the issuance of Securities in uncertificated form, provided
any such action shall not adversely affect the interests of the Holders
of Securities of any series or any Coupons appertaining thereto in any
material respect; or

(4) to establish the form or terms of Securities of any series
and any Coupons appertaining thereto as permitted by SECTION 201 and
SECTION 301; or

(5) to evidence and provide for the acceptance of appointment
hereunder to a successor Trustee with respect to the Securities of one or
more series and to add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, pursuant
to the requirements of SECTION 609; or

(6) to cure any ambiguity or to correct or supplement any
provision herein which may be defective or inconsistent with any other
provision herein, or to make any other provisions with respect to matters
or questions arising under this Indenture which shall not adversely
affect the interests of the Holders of Securities of any series then
Outstanding or any Coupons appertaining thereto in any material respect;
or

(7) to add to, delete from or revise the conditions,
limitations and restrictions on the authorized amount, terms or purposes
of issue, authentication and delivery of Securities, as herein set forth;
or

<PAGE>

(8) to add any additional Events of Default with respect to all
or any series of Securities (as shall be specified in such supplemental
indenture); or

(9) to supplement any of the provisions of this Indenture to
such extent as shall be necessary to permit or facilitate the defeasance
and discharge of any series of Securities pursuant to ARTICLE IV;
PROVIDED, HOWEVER, that any such action shall not adversely affect the
interest of any Holder of a Security of such series and any Coupons
appertaining thereto or any other Security or Coupon in any material
respect; or

(10) to make provisions with respect to conversion or exchange
rights of Holders of Securities of any series; or

(11) to amend or supplement any provision contained herein or in
an supplemental indenture, provided that no such amendment or supplement
shall material adversely affect the interests of the Holders of any
Securities then Outstanding.

Section 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

With the consent of the Holders of not less than 66-2/3% in principal
amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company (when authorized pursuant to a Company's Board Resolution),
and the Trustee may enter into an indenture or indentures supplemental hereto
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of modifying in any
manner the rights of the Holders of Securities of such series under this
Indenture or of the Securities of such series; PROVIDED, HOWEVER, that no such
supplemental indenture, without the consent of the Holder of each Outstanding
Security affected thereby, shall

(1) change the Stated Maturity of the principal of, or any premium
or installment of interest on or any Additional Amounts with respect to,
any Security, or reduce the principal amount thereof or the rate (or
modify the calculation of such rate) of interest thereon or any
Additional Amounts with respect thereto, or any premium payable upon the
redemption thereof or otherwise, or change the obligation of the Company
to pay Additional Amounts pursuant to SECTION 1004 (except as permitted
by SECTION 901(3)), or reduce the amount of the principal of an Original
Issue Discount Security that would be due and payable upon a declaration
of acceleration of the Maturity thereof pursuant to SECTION 502 or the
amount thereof provable in bankruptcy pursuant to SECTION 504, change the
redemption provisions or adversely affect the right of repayment at the
option of any Holder as contemplated by ARTICLE XIII, or change the Place
of Payment, Payment Medium in which the principal of, any premium or
interest on, or any Additional Amounts with respect to any Security is
payable, or impair the right to institute suit for the enforcement of any
such payment on or after the Stated Maturity thereof (or, in the case of
redemption, on or after the Redemption Date or, in the case of repayment
at the option of the Holder, on or after the date for repayment), or

(2) reduce the percentage in principal amount of the
Outstanding Securities of any series, the consent of whose Holders is
required for any such supplemental indenture,

<PAGE>

or the consent of whose Holders is required for any waiver (of
compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences) provided for in this
Indenture, or

(3) modify any of the provisions of this Section, SECTION 513
or SECTION 1006, except to increase any such percentage or to provide
that certain other provisions of this Indenture cannot be modified or
waived without the consent of the Holder of each Outstanding Security
affected thereby.

A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which shall have been included expressly and
solely for the benefit of one or more particular series of Securities, or which
modifies the rights of the Holders of Securities of such series with respect to
such covenant or other provision, shall be deemed not to affect the rights under
this Indenture of the Holders of Securities of any other series.

It shall not be necessary for any Act of Holders of Securities under this
Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such Act shall approve the substance thereof.

Section 903. EXECUTION OF SUPPLEMENTAL INDENTURES.

As a condition to executing, or accepting the additional trusts created
by, any supplemental indenture permitted by this Article or the modifications
thereby of the trust created by this Indenture, the Trustee shall be entitled to
receive (in addition to those documents required by SECTION 102), and (subject
to Section 315 of the Trust Indenture Act) shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture which
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise.

Section 904. EFFECT OF SUPPLEMENTAL INDENTURES.

Upon the execution of any supplemental indenture under this Article, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of a Security theretofore or thereafter authenticated and delivered hereunder
and of any Coupon appertaining thereto shall be bound thereby.

Section 905. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

Securities of any series authenticated and delivered after the execution
of any supplemental indenture pursuant to this Article may, and shall if
required by the Trustee, bear a notation in form approved by the Trustee as to
any matter provided for in such supplemental indenture. If the Company shall so
determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.

63
<PAGE>

Section 906. CONFORMITY WITH TRUST INDENTURE ACT.

Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect.

ARTICLE X.

COVENANTS

Section 1001. PAYMENT OF PRINCIPAL, ANY PREMIUM, INTEREST AND ADDITIONAL
AMOUNTS.

The Company covenants and agrees for the benefit of the Holders of the
Securities of each series that it will duly and punctually pay the principal of,
any premium and interest and any Additional Amounts with respect to the
Securities of such series in accordance with the terms thereof, any Coupons
appertaining thereto and this Indenture. Any interest due on any Bearer
Security on or before the Maturity thereof, and any Additional Amounts payable
with respect to such interest, shall be payable only upon presentation and
surrender of the Coupons appertaining thereto for such interest as they
severally mature.

Section 1002. MAINTENANCE OF OFFICE OR AGENCY.

The Company shall maintain in each Place of Payment for any series of
Securities an Office or Agency where Securities of such series (but not Bearer
Securities, except as otherwise provided below, unless such Place of Payment is
located outside the United States) may be presented or surrendered for payment,
where Securities of such series may be surrendered for registration of transfer
or exchange, and where notices and demands to or upon the Company in respect of
the Securities of such series relating thereto and this Indenture may be served.
If Securities of a series are issuable as Bearer Securities, the Company shall
maintain, subject to any laws or regulations applicable thereto, an Office or
Agency in a Place of Payment for such series which is located outside the United
States where Securities of such series and any Coupons appertaining thereto may
be presented and surrendered for payment; PROVIDED, HOWEVER, that if the
Securities of such series are listed on The Stock Exchange of the United Kingdom
and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock
exchange located outside the United States and such stock exchange shall so
require, the Company shall maintain a Paying Agent in London, Luxembourg or any
other required city located outside the United States, as the case may be, so
long as the Securities of such series are listed on such exchange. The Company
will give prompt written notice to the Trustee of the location, and any change
in the location, of such Office or Agency. If at any time the Company shall
fail to maintain any such required Office or Agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee,
except that Bearer Securities of such series and any Coupons appertaining
thereto may be presented and surrendered for payment at the place specified for
the purpose with respect to such Securities as provided in or pursuant to this
Indenture, and the Company hereby appoints the Trustee as its agent to receive
all such presentations, surrenders, notices and demands.

<PAGE>

Except as otherwise provided in or pursuant to this Indenture, no payment
of principal, premium, interest or Additional Amounts with respect to Bearer
Securities shall be made at any Office or Agency in the United States or by
check mailed to any address in the United States or by transfer to an account
maintained with a bank located in the United States; PROVIDED, HOWEVER, if
amounts owing with respect to any Bearer Securities shall be payable in Dollars,
payment of principal of, any premium or interest on and any Additional Amounts
with respect to any such Security may be made at the Corporate Trust Office of
the Trustee or any Office or Agency designated by the Company in the Borough of
Manhattan, The City of New York, if (but only if) payment of the full amount of
such principal, premium, interest of Additional Amounts at all offices outside
the United States maintained for such purpose by the Company in accordance with
this Indenture is illegal or effectively precluded by exchange controls or other
similar restrictions.

The Company may also from time to time designate one or more other
Offices or Agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; PROVIDED, HOWEVER, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an Office
or Agency in each Place of Payment for Securities of any series for such
purposes. The Company shall give prompt written notice to the Trustee of any
such designation or rescission and of any change in the location of any such
other Office or Agency. Unless otherwise provided in this Indenture or in any
Supplemental Indenture relating to any Securities, the Company will maintain, in
the Borough of Manhattan, The City of New York, an office or agency (which may
be an office of the Trustee, the Registrar or the Paying Agent) where Securities
may be presented for registration of transfer or exchange, where Securities may
be presented for payment and where notices and demands to or upon the Company in
respect of the Securities and this Indenture may be served. Unless otherwise
designated by the Company by written notice to the Trustee, such office or
agency shall be the office of the Trustee's agent, The Chase Manhattan Bank, in
the City of New York which, on the date hereof, is located at 55 Water Street,
North Building, Room 234, Windows 20 and 21, New York, New York 10041,
Attention: Vice President, Global Trust Services. The Company or the Trustee,
as applicable, will give the other prompt written notice of any change in the
location or identity of such office or agency. If at any time the Company shall
fail to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee.

Unless otherwise specified with respect to any Securities pursuant to
SECTION 301, if and so long as the Securities of any series (i) are denominated
in a currency other than Dollars or (ii) may be payable in a Payment Medium
other than Dollars, or so long as it is required under any other provision of
this Indenture, then the Company will maintain with respect to each such series
of Securities, or as so required, at least one exchange rate agent.

Section 1003. MONEY OR OTHER CONSIDERATION FOR SECURITIES PAYMENT TO BE
HELD IN TRUST.

If the Company shall at any time act as its own Paying Agent with respect
to any series of Securities, it shall, on or before each due date of the
principal of, any premium or interest on or Additional Amounts with respect to
any of the Securities of such series, segregate and hold in

<PAGE>

trust for the benefit of the Persons entitled thereto a sum of money or other
consideration in the Payment Medium or Payment Mediums in which the
Securities of such series are payable (except as otherwise specified pursuant
to SECTION 301 for the Securities of such series) sufficient to pay the
principal or any premium, interest or Additional Amounts so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as
herein provided, and shall promptly notify the Trustee of its action or
failure so to act.

Whenever the Company shall have one or more Paying Agents for any series
of Securities, it shall, on or prior to each due date of the principal of, any
premium or interest on or any Additional Amounts with respect to any Securities
of such series, deposit with any Paying Agent a sum of money or other
consideration (in the Payment Medium or Payment Mediums described in the
preceding paragraph) sufficient to pay the principal or any premium, interest or
Additional Amounts so becoming due, such sum to be held in trust for the benefit
of the Persons entitled thereto, and (unless such Paying Agent is the Trustee)
the Company will promptly notify the Trustee of its action or failure so to act.

The Company shall cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent shall:

(1) hold all sums held by it for the payment of the principal
of, any premium or interest on or any Additional Amounts with respect to
Securities of such series in trust for the benefit of the Persons
entitled thereto until such sums shall be paid to such Persons or
otherwise disposed of as provided in or pursuant to this Indenture;

(2) give the Trustee notice of any default by the Company (or
any other obligor upon the Securities of such series) in the making of
any payment of principal, any premium or interest on or any Additional
Amounts with respect to the Securities of such series; and

(3) at any time during the continuance of any such default,
upon the written request of the Trustee, forthwith pay to the Trustee all
sums so held in trust by such Paying Agent.

The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same terms as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such sums.

Except as otherwise provided herein or pursuant hereto, any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of, any premium or interest on or any
Additional Amounts with respect to any Security of any series or any Coupon
appertaining thereto and remaining unclaimed for two years after such principal
or any such premium or interest or any such Additional Amounts shall have become
due and payable shall be paid to the Company on Company Request, or (if then
held by

<PAGE>

the Company) shall be discharged from such trust; and the Holder of such
Security or any Coupon appertaining thereto shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; PROVIDED, HOWEVER, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause
to be published once, in an Authorized Newspaper in each Place of Payment for
such series or to be mailed to Holders of Registered Securities of such
series, or both, notice that such money remains unclaimed and that after a
date specified therein, which shall not be less than 30 days from the date of
such publication or mailing nor shall it be later than two years after such
principal and any premium or interest or Additional Amounts shall have become
due and payable, any unclaimed balance of such money then remaining will be
repaid to the Company.

Section 1004. ADDITIONAL AMOUNTS.

If any Securities of a series provide for the payment of Additional
Amounts, the Company agrees to pay to the Holder of any such Security or any
Coupon appertaining thereto Additional Amounts as provided in or pursuant to
this Indenture or such Securities. Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of or any premium or
interest on, or in respect of, any Security of any series or any Coupon or the
net proceeds received on the sale or exchange of any Security of any series,
such mention shall be deemed to include mention of the payment of Additional
Amounts provided by the terms of such series established hereby or pursuant
hereto to the extent that, in such context, Additional Amounts are, were or
would be payable in respect thereof pursuant to such terms, and express mention
of the payment of Additional Amounts (if applicable) in any provision hereof
shall not be construed as excluding Additional Amounts in those provisions
hereof where such express mention is not made.

Except as otherwise provided in or pursuant to this Indenture or the
Securities of the applicable series, if the Securities of a series provide for
the payment of Additional Amounts, at least 10 days prior to the first Interest
Payment Date with respect to such series of Securities (or if the Securities of
such series shall not bear interest prior to Maturity, the first day on which a
payment of principal is made), and at least 10 days prior to each date of
payment of principal or interest if there has been any change with respect to
the matters set forth in the below-mentioned Officers' Certificate, the Company
shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if
other than the Trustee, an Officers' Certificate instructing the Trustee and
such Paying Agent or Payment Agents whether such payment of principal of and
premium, if any, or interest on the Securities of such series shall be made to
Holders of Securities of such series or the Coupons appertaining thereto who are
United States Aliens without withholding for or on account of any tax,
assessment or other governmental charge described in the Securities of such
series. If any such withholding shall be required, then such Officers'
Certificate shall specify by country the amount, if any, required to be withheld
on such payments to such Holders of Securities or Coupons, and the Company
agrees to pay to the Trustee or such Paying Agent the Additional Amounts
required by the terms of such Securities. The Company covenants to indemnify
the Trustee and any Paying Agent for, and to hold them harmless against, any
loss, liability or expense reasonably incurred without negligence or bad faith
on their part arising out

<PAGE>

of or in connection with actions taken or omitted by any of them in reliance
on any Officers' Certificate furnished pursuant to this Section.

Section 1005. CORPORATE EXISTENCE.

Subject to ARTICLES VIII and XV, the Company shall do or cause to be done
all things necessary to preserve and keep in full force and effect its corporate
existence and that of each Subsidiary and their respective rights (charter and
statutory) and franchises; provided however, that the foregoing shall not
obligate the Company or any Subsidiary to preserve any such right or franchise
if the Company or any Subsidiary shall determine that the preservation thereof
is no longer desirable in the conduct of its business or the business of such
Subsidiary.

Section 1006. WAIVER OF CERTAIN COVENANTS.

The Company may omit in any particular instance to comply with any term,
provision or condition set forth in SECTION 1005 with respect to the Securities
of any series if before the time for such compliance the Holders of at least a
majority in principal amount of the Outstanding Securities of such series, by
Act of such Holders, either shall waive such compliance in such instance or
generally shall have waived compliance with such term provision or condition,
but no such waiver shall extend to or affect such term, provision or condition
except to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee in
respect of any such, term, provision or condition shall remain in full force and
effect.

Section 1007. COMPANY STATEMENT AS TO COMPLIANCE; NOTICE OF CERTAIN
DEFAULTS.

(1) The Company shall deliver to the Trustee, within 120 days
after the end of each fiscal year, a written statement (which need not be
contained in or accompanied by an Officers' Certificate) signed by the
principal executive officer, the principal financial officer or the
principal accounting officer of the Company, stating that

(a) a review of the activities of the Company during
such year and of its performance under this Indenture has been
made under his or her supervision and

(b) to the best of his or her knowledge, based on such
review, (a) the Company has complied with all the conditions and
covenants imposed on it under this Indenture throughout such year,
or, if there has been a default in the fulfillment of and such
condition or covenant, specifying each such default known to him
or her and the nature and status thereof, and (b) no event has
occurred and is continuing which is, or after notice or lapse of
time or both would become, an Event of Default, or, if such an
event has occurred and is continuing, specifying each such event
known to him and the nature and status thereof.

(2) The Company shall deliver to the Trustee, within 15 days
after the occurrence thereof, written notice of any Event of Default or
any event which after notice or lapse of time or both would become an
Event of Default.

<PAGE>

ARTICLE XI.

REDEMPTION OF SECURITIES

Section 1101. APPLICABILITY OF ARTICLE.

Redemption of Securities of any series at the option of the Company as
permitted or required by the terms of such Securities shall be made in
accordance with the terms of such Securities and (except as otherwise provided
hereto or pursuant hereto) this Article.

Section 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

The election of the Company to redeem any Securities shall be evidenced
by or pursuant to a Board Resolution or an Officers' Certificate. In case of
any redemption at the election of the Company of (a) less than all of the
Securities of any Series or (b) all of the Securities of any series, with the
same issue date, interest rate or formula, Stated Maturity and other terms, the
Company shall, at least 60 days prior to the Redemption Date fixed by the
Company (unless a shorter notice shall be satisfactory to the Trustee), notify
the Trustee of such Redemption Date and of the principal amount of Securities of
such series to be redeemed.

Section 1103. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

If less than all of the Securities of any series with the same issue
date, interest rate or formula, Stated Maturity and other terms are to be
redeemed, the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee from the Outstanding
Securities of such series not previously called for redemption, by such method
as the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions of the principal amount of Registered
Securities of such series PROVIDED, HOWEVER, that no such partial redemption
shall reduce the portion of the principal amount of a Registered Security of
such series not redeemed to less than the minimum denomination for a Security of
such series established hereto or pursuant hereto.

The Trustee shall promptly notify the Company and the Security Registrar
other than itself in writing of the Securities selected for redemption and, in
the case of a Securities selected for partial redemption, the principal amount
thereof to be redeemed.

For all purposes of this Indenture, unless the context otherwise
requires, provisions relating to the redemption of Securities shall relate, in
the case of any Security redeemed or to be redeemed only in part, to the portion
of the principal of such Securities which has been or is to be redeemed.

Section 1104. NOTICE OF REDEMPTION.

Notice of redemption shall be given in the manner provided in SECTION
106, if less than 30 nor more than 60 days prior to the Redemption Date, unless
a shorter period specified in the Securities to be redeemed, to the Holders of
Securities to be redeemed. Failure to give notice by mailing in the manner
herein provided to the Holder of any Register Securities designated for

<PAGE>

redemption as a whole or in part, or any defect in the notice to a such Holder,
shall not affect the validity of the proceedings for the redemption of any other
Securities or portion thereof.

Any notice that is mailed to the Holder of any Registered Securities in
the manner herein provided shall be conclusively presumed to have been duly
given, whether or not such Holder receives the notice.

All notices of redemption shall state:

(1) the Redemption Date,

(2) the Redemption Price,

(3) if less than all Outstanding Securities of any series are to be
redeemed, the identification (and, in the case of partial redemption, the
principal amount) of the particular Security or Securities to be redeemed,

(4) in case any Security is to be redeemed in part only, the notice
which relates to such Security shall state that on and after the Redemption
Date, upon surrender of such Security, the Holder of such Security will receive,
without charge, a new Security or Securities of authorized denominations for the
principal amount thereof remaining unredeemed,

(5) that, on the Redemption Date, the Redemption Price shall become
due as payable upon each such Security or portion thereof to be redeemed, and,
if applicable, the interest thereon shall cease to accrue on and after said
date,

(6) the place or places where such Securities, together (in the case
of Bearer Securities) with all Coupons appertaining thereto, if any, maturing
after the Redemption Date are to be surrendered for payment of the Redemption
Price and any accrued interest and Additional Amounts pertaining thereto,

(7) that, unless otherwise specified in such notice, Bearer Securities
of series, if any, surrendered for redemption must be accompanied by all Coupons
maturing subsequent to the date fixed for redemption or the amount of any such
missing Coupon or Coupons will be deducted from the Redemption Price, unless
security or indemnity satisfactory, to the Company, the Trustee and any Paying
Agent is furnished,

(8) if Bearer Securities of any series are to be redeemed and any
Registered Securities of such series are not to be redeemed, and if such Bearer
Securities may be exchanged for Registered Securities not subject to redemption
on the Redemption Date pursuant to SECTION 305 or otherwise, the last date, as
determined by the Company, on which such exchanges may be made,

(9) the CUSIP number or the Euroclear or the Cedel reference numbers
on such Securities, if any (or any other numbers used by a Depository to
identify such Securities).

A notice of redemption mailed as contemplated by SECTION 106 need not
identify particular Registered Securities to be redeemed.

<PAGE>

Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.

Section 1105. DEPOSIT OF REDEMPTION PRICE.

On or prior to any Redemption Date, the Company shall deposit, with
respect to the Securities of any series called for redemption pursuant to
SECTION 1104, with the Trustee or with a Paying Agent (or, if the Company is
acting as its own Paying Agent, segregate and hold in trust as provided in
SECTION 1003) an amount of money or other consideration in the applicable
Payment Medium sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date, unless otherwise specified
pursuant to SECTION 301 or in the Securities of such series) an accrued interest
on and Additional Amounts with respect thereto, all such Securities or portions
thereof which are to be redeemed on that date.

Section 1106. SECURITIES PAYABLE ON REDEMPTION DATE.

Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price herein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest and the Coupons for such
interest appertaining to any Bearer Securities so to be redeemed, except to the
extent provided below, shall be void. Upon surrender of any such Security for
redemption in accordance with said notice, together with all Coupons, if any,
appertaining thereto maturing after the Redemption Date, such Security shall be
paid by the Company at the Redemption Price, together with any accrued interest
and Additional Amounts to the Redemption Date; PROVIDED, HOWEVER, that, except
as otherwise provided in or pursuant to this Indenture or the Bearer Securities
of such series, installments of interest on Bearer Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable only upon
presentation and surrender of Coupons for such interest (at an Office or Agency
located outside the United States except as otherwise provided in SECTION 1002),
and provided, further, that. except as otherwise specified in or pursuant to
this Indenture or the Registered Securities of such series, installments of
interest on Registered Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Securities, or one or
more Predecessor Securities, registered as such at the close of business on the
Regular Record Dates therefor according to their terms and the provisions of
SECTION 307.

If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant Coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing Coupons, or the surrender of such missing
Coupon or Coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of such Security
shall surrender to the Trustee or any Paying Agent any such missing Coupon in
respect of which a deduction shall have been made from the Redemption Price,
such Holder shall be entitled to receive the amount so deducted; PROVIDED,
HOWEVER, that any interest or Additional Amounts represented by Coupons shall be
payable only upon presentation and surrender of those Coupons

<PAGE>

at an Office or Agency for such Security located outside of the United States
except as otherwise provided in SECTION 1002.

If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal and any premium, until paid, shall bear
interest from the Redemption Date at the rate prescribed therefor in the
Security.

Section 1107. SECURITIES REDEEMED IN PART.

Any Registered Security which is to be redeemed only in part shall be
surrendered to any Office or Agency for such Security (with, if the Company or
the Trustee so requires, due endorsement by, or a written instrument of transfer
in form satisfactory to the Company and the Trustee duty executed by the Holder
thereof or his attorney duty authorized in writing) and the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of such
Security without service charge a new Registered Security or Securities of the
same series, containing identical terms and provisions, of any authorized
denomination as requested by such Holder in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Security so
surrendered. If a Security in global form is so surrendered, the Company shall
execute, and the Trustee shall authenticate and deliver to the U.S. Depository
or other Depository for such Security in global form as shall be specified in
the Company Order with respect thereto to the Trustee, without service charge, a
new Security in global form in a denomination equal to and in exchange for the
unredeemed portion of the principal of the Security in global form so
surrendered.

ARTICLE XII.

REPAYMENT AT THE OPTION OF HOLDERS

Section 1201. APPLICABILITY OF ARTICLE.

Securities of any series which are repayable at the option of the Holders
thereof before their Stated Maturity shall be repaid in accordance with the
terms of the Securities of such series. The repayment of any principal amount
of Securities pursuant to such option of the Holder to require repayment of
Securities before their Stated Maturity, for purposes of SECTION 309, shall not
operate as a payment, redemption or satisfaction of the Indebtedness represented
by such Securities unless and until the Company, at its option, shall deliver or
surrender the same to the Trustee with a directive that such Securities be
cancelled. Notwithstanding anything to the contrary contained in this SECTION
1201, in connection with any repayment of Securities, the Company may arrange
for the purchase of any Securities by an agreement with one or more investment
bankers or other purchasers to purchase such Securities by paying to the Holders
of such Securities on or before the close of business on the repayment date an
amount not less than the repayment price payable by the Company on repayment of
such Securities, and the obligation of the Company to pay the repayment price of
such Securities shall be satisfied and discharged to the extent such payment is
so paid by such purchasers.

72
<PAGE>

ARTICLE XIII.

SECURITIES IN FOREIGN CURRENCIES

Section 1301. APPLICABILITY OF ARTICLE.

Whenever this Indenture provides for (i) any action by, or the
determination of any of the rights of, Holders of Securities of any series in
which not all of such Securities are denominated in the same currency or (ii)
any distribution to Holders of Securities, in the absence of any provision to
the contrary in the form of Security of any particular series or pursuant to
this Indenture or the Securities, any amount in respect of any Security
denominated in a currency other than Dollars shall be treated for any such
action or distribution as that amount of Dollars that could be obtained for such
amount on such reasonable basis of exchange and as of the record date with
respect to Registered Securities of such series (if any) for such action,
determination of rights or distribution (or, if there shall be no applicable
record date, such other date reasonably proximate to the date of such action,
determination of rights or distribution) as the Company may specify in a written
notice to the Trustee or, in the absence of such written notice, as the Trustee
may determine.

ARTICLE XIV.

MEETINGS OF HOLDERS OF SECURITIES

Section 1401. PURPOSES FOR WHICH MEETINGS MAY BE CALLED.

A meeting of Holders of Securities of any series may be called at any
time and from time to time pursuant to this Article to make, give or take any
request, demand, authorization, direction, notice, consent, waiver or other Act
provided by this Indenture to be made, given or taken by Holders of Securities
of such series.

Section 1402. CALL, NOTICE AND PLACE OF MEETINGS.

(1) The Trustee may at any time call a meeting of Holders of
Securities of any series for any purpose specified in SECTION 1401, to be held
at such time and at such place in the Borough of Manhattan, The City of New
York, or, if Securities of such series have been issued in whole or in part as
Bearer Securities, in London or in such place outside the United States as the
Trustee shall determine. Notice of every meeting of Holders of Securities of
any series, setting forth the time and the place of such meeting and in general
terms the action proposed to be taken at such meeting, shall be given, in the
manner provided in SECTION 106, not less than 21 nor more than 180 days prior to
the date fixed for the meeting.

(2) In case at any time the Company (by or pursuant to a Board
Resolution) or the Holders of at least 10% in principal amount of the
Outstanding Securities of any series shall have requested the Trustee to call a
meeting of the Holders of Securities of such series for any purpose specified in
SECTION 1401, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have mailed
notice of or made the first publication of the notice of such meeting within 21
days after receipt of such request (whichever shall be required pursuant to
SECTION 106) or shall not thereafter proceed to cause the

<PAGE>

meeting to be held as provided herein, then the Company or the Holders of
Securities of such series in the amount above specified, as the case may be,
may determine the time and the place in the Borough of Manhattan, The City of
New York, or, if Securities of such series are to be issued as Bearer
Securities, in London, or such place outside the United States as the Company
shall determine, for such meeting and may call such meeting for such purposes
by giving notice thereof as provided in clause (1) of this Section.

Section 1403. PERSONS ENTITLED TO VOTE AT MEETINGS.

To be entitled to vote at any meeting of Holders of Securities of any
series, a Person shall be (1) a Holder of one or more Outstanding, Securities of
such series, or (2) a Person appointed by an instrument in writing as proxy for
a Holder or Holders of one or more Outstanding Securities of such series by such
Holder or Holders. The only Persons who shall be entitled to be present or to
speak at any meeting of Holders of Securities of any series shall be the Persons
entitled to vote at such meeting and their counsel, any representatives of the
Trustee and its counsel and any representatives of the Company and its counsel.

Section 1404. QUORUM; ACTION.

The Persons entitled to vote a majority in principal amount of the
Outstanding Securities of a series shall constitute a quorum for a meeting of
Holders of Securities of such series; PROVIDED, HOWEVER, that if any action is
to be taken at such meeting with respect to a consent or waiver which this
Indenture expressly provides may be given by the Holders of at least 66-2/3 % in
principal amount of the Outstanding Securities of a series, the Persons entitled
to vote 66-2/3% in principal amount of the Outstanding Securities of such series
shall constitute a quorum. In the absence of a quorum within 30 minutes after
the time appointed for any such meeting, the meeting shall, if convened at the
request of Holders of Securities of such series, be dissolved. In any other
case the meeting may be adjourned for a period of not less than 10 days as
determined by the chairman of the meeting prior to the adjournment of such
meeting. In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be further adjourned for a period of not less than 10 days
as determined by the chairman of the meeting prior to the adjournment of such
adjourned meeting. Notice of the reconvening of any adjourned meeting shall be
given as provided in SECTION 1402(1), except that such notice need be given only
once not less than five days prior to the date on which the meeting is scheduled
to be reconvened. Notice of the reconvening of an adjourned meeting shall state
expressly the percentage, as provided above, of the principal amount of the
Outstanding Securities of such series which shall constitute a quorum.

Except as limited by the proviso to SECTION 902, any resolution presented
to a meeting or adjourned meeting duly reconvened at which a quorum is present
as aforesaid may be adopted only by the affirmative vote of the Holders of a
majority in principal amount of the Outstanding Securities of that series;
PROVIDED, HOWEVER, that, except as limited by the proviso to SECTION 902, any
resolution with respect to any consent or waiver which this Indenture expressly
provides may be given by the Holders of at least 66-2/3% in principal amount of
the Outstanding Securities of a series may be adopted at a meeting or an
adjourned meeting duly convened and at which a quorum is present as aforesaid
only by the affirmative vote of the Holders of 66-2/3% in principal amount of
the Outstanding Securities of that series; and PROVIDED, FURTHER, that, except

<PAGE>

as limited by the provision to SECTION 902, any resolution with respect to any
request, demand, authorization, direction, notice, consent, waiver or other Act
which this Indenture expressly provides may be made, given or taken by the
Holders of a specified percentage, which is less than a majority, in principal
amount of the Outstanding Securities of a series may be adopted at a meeting or
an adjourned meeting duly reconvened and at which a quorum is present as
aforesaid by the affirmative vote of the Holders of such specified percentage in
principal amount of the Outstanding Securities of such series.

Any resolution passed or decision taken at any meeting of Holders of
Securities of any series duly held in accordance with this Section shall be
binding on all the Holders of Securities of such series and the Coupons
appertaining thereto, whether or not such Holders were present or represented at
the meeting.

Section 1405. DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF
MEETINGS.

(1) Notwithstanding any other provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Holders of Securities of such series in regard to proof of the
holding of Securities of such series and of the appointment of proxies and in
regard to the appointment and duties of inspectors of votes. the submission and
examination of proxies, certificates and other evidence of the right to vote,
and such other matters concerning the conduct of the meeting as it shall deem
appropriate. Except as otherwise permitted or required by any such regulations,
the holding of Securities shall be proved in the manner specified in SECTION 104
and the appointment of any proxy shall be proved in the manner specified in
SECTION 104 or by having the signature of the person executing the proxy
witnessed or guaranteed by any trust company, bank or banker authorized by
SECTION 104 to certify to the holding of Bearer Securities. Such regulations
may provide that written instruments appointing proxies, regular on their face,
may be presumed valid and genuine without the proof specified in SECTION 104 or
other proof.

(2) The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting unless the meeting shall have been called by
the Company or by Holders of Securities as provided in SECTION 1402(2), in which
case the Company or the Holder of Securities of the series calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.

(3) At any meeting, each Holder of a Security of such series or proxy
shall be entitled to one vote for each $1,000 principal amount of Securities of
such series held or represented by him; PROVIDED, HOWEVER, that no vote shall be
cast or counted at any meeting in respect of any Security challenged as not
Outstanding and ruled by the chairman of the meeting to be not Outstanding. The
chairman of the meeting shall have no right to vote, except as Holder of a
Security of such series or proxy.

(4) Any meeting of Holders of Securities of any series duly called
pursuant to SECTION 1402 at which a quorum is present may be adjourned from time
to time by Persons entitled to

<PAGE>

vote a majority in principal amount of the Outstanding Securities of such
series represented at the meeting; and the meeting may be held as so
adjourned without further notice.

Section 1406. COUNTING VOTES AND RECORDING ACTION OF MEETINGS.

The vote upon any resolution submitted to any meeting of Holders of
Security of any series shall be by written ballots on which shall be subscribed
the signatures of the Holders of Securities of such series or of their
representatives by proxy and the principal amounts and serial numbers of the
Outstanding Securities of such series held or represented to them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting. A record, at least in
triplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot take thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in SECTION 1402 (and, if
applicable, SECTION 1404). Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

ARTICLE XV.

CONVERSION OF SECURITIES

Section 1501. GENERAL.

If so provided in the terms of the Securities of any series established
in accordance with SECTION 301, the principal amount of the Securities of such
series shall be convertible into shares of Common Stock in accordance with this
ARTICLE XV and the terms of such series of Securities if such terms differ from
this ARTICLE XV; provided, however, that if any of the terms by which any such
Security shall be convertible into Common Stock are set forth in a supplemental
indenture entered into with respect thereto pursuant to ARTICLE IX hereof, the
terms of such supplemental indenture shall govern.

Section 1502. RIGHT TO CONVERT.

Subject to and upon compliance with the provisions of this ARTICLE XV,
the Holder of any Security that is convertible into Common Stock shall have the
right, at such Holder's option, at any time on or after the date of original
issue of such Security or such other date specified in the applicable Board
Resolution, Officers' Certificate or supplemental indenture delivered pursuant
to SECTION 301 and prior to the close of business on the date set forth in such
Board Resolution, Officers' Certificate or supplemental indenture (or if such
Security is called for redemption, then in respect of such Security to and
including but not after the close of business on the third Business Day prior to
the date fixed for redemption or on such earlier day, if any, specified

<PAGE>

pursuant to SECTION 301 for such Security unless the Company shall default in
the payment due on such date) to convert the principal amount of any such
Security of any authorized denomination or, in the case of any Security to be
converted of a denomination greater than the minimum denomination for
Securities of the applicable series, any portion of such principal which is
an authorized denomination or an integral multiple thereof, into that number
of fully paid and nonassessable shares of Common Stock obtained by dividing
the principal amount of such Security or portion thereof surrendered for
conversion by the Conversion Price therefor by surrender of the Security so
to be converted in whole or in part in the manner provided in SECTION 1503.
Such conversion shall be effected by the Company in accordance with the
provisions of this ARTICLE XV and the terms of the Securities, if such terms
differ from this ARTICLE XV.

Section 1503. MANNER OF EXERCISE OF CONVERSION PRIVILEGE; DELIVERY OF
COMMON STOCK; NO ADJUSTMENT FOR INTEREST OR DIVIDENDS.

In order to effect a conversion, the holder of any Security to be
converted, in whole or in part, shall surrender such Security to the Trustee
or conversion agent at the office or agency maintained by the Company for
such purpose, as provided in SECTION 1002 and shall deliver written notice of
conversion, which shall be substantially in the Form of Election to Convert
as provided for in SECTION 204, to such office or agency. The notice shall
be accompanied by payments in respect of transfer taxes, if required pursuant
to SECTION 1506. Such notice once given, shall be irrevocable and may not be
withdrawn. Each Security surrendered for conversion shall, unless the shares
of Common Stock deliverable on conversion are to be issued in the same name
as the registration of such Security, be duly endorsed by or be accompanied
by instruments of transfer, in form satisfactory to the Company, duly
executed by the Holder or such Holder's duly authorized attorney, and by any
payment required pursuant to this SECTION 1503. As promptly as practicable
after the surrender of such Security and notice, as aforesaid, the Company
shall deliver or cause to be delivered at such office or agency to such
Holder, or on such Holder's written order, a certificate or certificates for
the number of full shares of Common Stock deliverable upon the conversion of
such Security or portion thereof in accordance with the provisions of this
ARTICLE XV and a check or cash in respect of any fractional interest in
respect of a share of Common Stock arising upon such conversion as provided
in SECTION 1504. In case any Security of a denomination greater than the
minimum denomination for Securities of the applicable series shall be
surrendered for partial conversion, the Company shall execute and register
and the Trustee shall authenticate and deliver to or upon the written order
of the Company and the Holder of the Security so surrendered, without charge
to such Holder, a new Security or Securities of the same series in authorized
denominations in an aggregate principal amount equal to the unconverted
portion of the surrendered Security. Each conversion shall be deemed to have
been effected as of the date on which such Security shall have been
surrendered (accompanied by the funds, if any, required by the last paragraph
of this SECTION 1503) and such notice received by the Company, as aforesaid,
and the person or persons in whose name or names any certificate or
certificates for shares of Common Stock shall be registrable upon such
conversion shall become on said date the holder of record of the shares
represented thereby, provided, however, that any such surrender on any
date when the stock transfer books of the Company shall be closed shall
constitute the person in whose name the certificates are to be registered as
the record holder thereof for all purposes on the next succeeding day on
which such stock transfer books are open, but such conversion shall be at the
Conversion Price in effect on the date upon which such Security shall have
been so surrendered.

<PAGE>

Any Security or portion thereof surrendered for conversion during the
period from the close of business on the record date for any interest payment
date to the opening of business on such interest payment date shall (unless such
Security or portion thereof being converted shall have been called for
redemption or submitted for repayment on a date during such period) be
accompanied by payment, in legal tender or other funds acceptable to the
Company, of an amount equal to the interest otherwise payable on such interest
payment date on the principal amount being converted; PROVIDED, HOWEVER, that no
such payment need be made if there shall exist at the time of conversion a
default in the payment of interest on the applicable series of Securities. An
amount equal to such payment shall be paid by the Company on such interest
payment date to the Holder of such Security on such record date; PROVIDED,
HOWEVER, that if the Company shall default in the payment of interest on such
interest payment date, such amount shall be paid to the Person who made such
required payment. Except as provided above in this SECTION 1503, no adjustment
shall be made for interest accrued on any Security converted or for dividends on
any shares issued upon the conversion of such Security as provided in this
ARTICLE XV.

Section 1504. CASH PAYMENTS IN LIEU OF FRACTIONAL SHARES.

No fractional shares of Common Stock shall be delivered upon conversion
of Securities. If more than one Security shall be surrendered for conversion at
one time by the same Holder, the number of full shares of Common Stock which
shall be deliverable upon conversion shall be computed on the basis of the
aggregate principal amount of the Securities (or specified portions thereof to
the extent permitted hereby) so surrendered. Instead of any fraction of a share
of Common Stock which would otherwise be deliverable upon the conversion of any
Security, the Company shall pay to the Holder of such Security an amount in cash
(computed to the nearest cent, with one-half cent being rounded upward) equal to
the same fraction of the closing price (determined in the manner provided in
SECTION 1505(1)(e)) of the Common Stock on the Trading Day (as defined in
SECTION 1505(1)(e)) immediately preceding the date of conversion.

Section 1505. CONVERSION PRICE ADJUSTMENTS; EFFECT OF RECLASSIFICATION,
MERGERS, CONSOLIDATIONS AND SALES OF ASSETS.

(1) The Conversion Price shall be adjusted from time to time as
follows:

(a) In case the Company shall (i) pay a dividend or make a
distribution on the Common Stock in shares of Common Stock, (ii)
subdivide the outstanding Common Stock into a greater number of shares
or (iii) combine the outstanding Common Stock into a smaller number of
shares, the Conversion Price shall be adjusted so that the Holder of
any Security thereafter surrendered for conversion shall be entitled
to receive the number of shares of Common Stock of the Company which
such Holder would have owned or have been entitled to receive after
the happening of any of the events described above had such Security
been converted immediately prior to the record date in the case of a
dividend or the effective date in the case of subdivision or
combination. An adjustment made pursuant to this subparagraph (a)
shall become effective immediately after the record date in the case
of a dividend, except as provided in subparagraph (g) below, and shall
become effective immediately after the effective date in the case of a
subdivision or combination.

<PAGE>

(b) In case the Company shall issue rights or warrants to
all holders of shares of Common Stock entitling them (for a period
expiring within 45 days after the record date mentioned below) to
subscribe for or purchase shares of Common Stock at a price per share
less than the current market price per share of Common Stock (as
defined for purposes of this subparagraph (b) in subparagraph (e)
below), the Conversion Price in effect after the record date for the
determination of stockholders entitled to receive such rights or
warrants shall be determined by multiplying the Conversion Price in
effect immediately prior to such record date by a fraction, the
numerator of which shall be the number of shares of Common Stock
outstanding on such record date plus the number of shares of Common
Stock which the aggregate offering price of the total number of shares
of Common Stock so offered would purchase at such current market
price, and the denominator of which shall be the number of shares of
Common Stock outstanding on the record date for issuance of such
rights or warrants plus the number of additional shares of Common
Stock receivable upon exercise of such rights or warrants. Such
adjustment shall be made successively whenever any such rights or
warrants are issued, and shall become effective immediately, except as
provided in subparagraph (g) below, after such record date.

(c) In case the Company shall distribute to all holders of
Common Stock any shares of capital stock of the Company (other than
Common Stock) or evidences of its indebtedness or assets (excluding
cash dividends or distributions paid from retained earnings of the
Company or dividends payable in Common Stock) or rights or warrants to
subscribe for or purchase any of its securities (excluding those
rights or warrants referred to in subparagraph (b) above) (any of the
foregoing being hereinafter in this subparagraph (c) called the
"Assets"), then, in each such case, the Conversion Price shall be
adjusted so that the same shall equal the price determined by
multiplying the Conversion Price in effect immediately prior to the
record date for determination of stockholders entitled to receive such
distribution by a fraction the numerator of which shall be the current
market price per share (as defined for purposes of this subparagraph
(c) in subparagraph (e) below) of the Common Stock at such record date
for determination of stockholders entitled to receive such
distribution less the then fair market value (as determined by the
Board of Directors, whose determination shall be conclusive) of the
portion of the Assets so distributed applicable to one share of Common
Stock, and the denominator of which shall be the current market price
per share (as defined in subparagraph (e) below) of the Common Stock
at such record date. Such adjustment shall become effective
immediately, except as provided in subparagraph (g) below, after the
record date for the determination of stockholders entitled to receive
such distribution.

(d) If, pursuant to subparagraphs (b) or (c) above, the
number of shares of Common Stock into which a Security is convertible
shall have been adjusted because the Company has declared a dividend,
or made a distribution, on the outstanding shares of Common Stock in
the form of any right or warrant to purchase securities of the
Company, or the Company has issued any such right or warrant, then,
upon the expiration of any such unexercised right or unexercised
warrant, the Conversion Price shall forthwith be adjusted to equal the
Conversion Price that would have applied had such right or warrant
never been declared, distributed or issued.

<PAGE>

(e) For the purpose of any computation under subparagraphs
(b) or (c) above, the current market price per share of Common Stock
on any date shall be deemed to be the average of the daily closing
prices of the Common Stock for the shorter of (i) 30 consecutive
Trading Days ending on the last full Trading Day on the exchange or
market specified in the second following sentence prior to the Time of
Determination or (ii) the period commencing on the date next
succeeding the first public announcement of the issuance of such
rights or warrants of such distribution through such last full Trading
Day prior to the Time of Determination. The term "Time of
Determination" as used herein shall be the time and date of the
earlier of (x) the determination of stockholders entitled to receive
such rights, warrants or distributions or (y) the commencement of
"ex-dividend" trading in the Common Stock on the exchange or market
specified in the following sentence. The closing price for each day
shall be the reported last sales price, regular way, or, in case no
sale takes place on such day, the average of the reported closing bid
and asked prices, regular way, in either case as reported on the New
York Stock Exchange Composite Tape or, if the Common Stock is not
listed or admitted to trading on the New York Stock Exchange at such
time, on the principal national securities exchange on which the
Common Stock is listed or admitted to trading or, if not listed or
admitted to trading on any national securities exchange, on the Nasdaq
National Market ("NNM") or, if the last sales price or closing bid and
asked prices for the Common Stock on each such day shall not have been
reported through NNM, the average of the bid and asked prices for such
date as furnished by any New York Stock Exchange member firm regularly
making a market in the Common Stock selected for such purpose by the
Company or, if no such quotations are available, the fair market value
of the Common Stock as determined by a New York Stock Exchange member
firm regularly making a market in the Common Stock selected for such
purpose by the Company. As used herein, the term "Trading Day" with
respect to Common Stock means (i) if the Common Stock is listed or
admitted for trading on the New York Stock Exchange or another
national securities exchange, a day on which the New York Stock
Exchange or such other national securities exchange, as the case may
be, is open for business or (ii) if the Common Stock is quoted on NNM,
a day on which trades may be made on NNM or (iii) otherwise, any day
other than a Saturday or Sunday or a day on which banking institutions
in the State of New York are authorized or obligated by law or
executive order to close.

(f) No adjustment in the Conversion Price shall be required
unless such adjustment would require an increase or decrease of at
least 1% in such price; provided, however, that any adjustments which
by reason of this subparagraph (f) are not required to be made shall
be carried forward and taken into account in any subsequent adjustment.

All calculations under this SECTION 1505(1) shall be made to the nearest
cent or to the nearest .01 of a share, as the case may be, with one-half
cent and .005 of a share, respectively, being rounded upward. Anything
in this SECTION 1505(1) to the contrary notwithstanding, the Company
shall be entitled to make such reductions in the Conversion Price, in
addition to those required by this SECTION 1505(1), as it in its
discretion shall determine to be advisable in order that any stock
dividend, subdivision of shares, distribution of rights or warrants to
purchase stock or securities, or distributions of other assets (other
than cash dividends) hereafter made by the Company to its stockholders
shall not be taxable.

<PAGE>

(g) In any case in which this SECTION 1505(1) provides that
an adjustment shall become effective immediately after a record date
for an event, the Company may defer until the occurrence of such event
(i) issuing to the Holder of any Security converted after such record
date and before the occurrence of such event the additional shares of
Common Stock issuable upon such conversion by reason of the adjustment
required by such event over and above the Common Stock issuable upon
such conversion before giving effect to such adjustment and (ii)
paying to such holder any amount of cash in lieu of any fractional
share of Common Stock pursuant to SECTION 1504.

(h) Whenever the Conversion Price is adjusted as herein
provided, the Company shall file with the Trustee an Officers'
Certificate, setting forth the Conversion Price after such adjustment
and setting forth a brief statement of the facts requiring such
adjustment, which certificate shall be conclusive evidence of the
correctness of such adjustment; PROVIDED, HOWEVER, that the failure of
the Company to file such Officers' Certificate shall not affect the
legality or validity of any corporate action by the Company.

(i) Whenever the Conversion Price for any series of
Securities is adjusted as provided in this SECTION 1505(1), the
Company shall cause to be mailed to each Holder of Securities of such
series at its then registered address by first-class mail, postage
prepaid, a notice of such adjustment of the Conversion Price setting
forth such adjusted Conversion Price and the effective date of such
adjusted Conversion Price; PROVIDED, HOWEVER, that the failure of the
Company to give such notice shall not affect the legality or validity
of any corporate action by the Company.

(2) (a) Notwithstanding any other provision herein to the
contrary, if any of the following events occur, namely (i) any
reclassification or change of outstanding shares of Common Stock (other
than a change in par value, or from par value to no par value, or from no
par value to par value, or as a result of a subdivision or combination of
the Common Stock), (ii) any consolidation, merger or combination of the
Company with or into another entity as a result of which holders of
Common Stock shall be entitled to receive stock, securities or other
property or assets (including cash) with respect to or in exchange for
such Common Stock, or (iii) any sale or conveyance of all or
substantially all of the assets of the Company to any other entity as a
result of which holders of Common Stock shall be entitled to receive
stock, securities or other property or assets (including cash) with
respect to or in exchange for such Common Stock, then appropriate
provision shall be made by supplemental indenture so that (A) the Holder
of any outstanding Security that is convertible into Common Stock shall
have the right to convert such Security into the kind and amount of the
shares of stock and securities or other property or assets (including
cash) that would have been receivable upon such reclassification, change,
consolidation, merger, combination, sale, or conveyance by a holder of
the number of shares of Common Stock issuable upon conversion of such
Security immediately prior to such reclassification, change,
consolidation, merger, combination, sale or conveyance and (B) the number
of shares of any such other stock or securities into which such Security
shall thereafter be convertible shall be subject to adjustment from time
to time in a manner and on terms as nearly equivalent as practicable to
the terms of adjustment provided for in this SECTION 1505, and

<PAGE>

SECTIONS 1502, 1503, 1504, 1506, 1507, 1508 and 1509 shall apply on like
terms to any such other stock or securities.

(b) In case of any reclassification or change of the Common
Stock (other than a subdivision or combination of its outstanding Common
Stock, or a change in par value, or from par value to no par value, or
from no par value to par value), or of any consolidation, merger or
combination of the Company with or into another corporation or of the
sale or conveyance of all or substantially all of the assets of the
Company, the Company shall cause to be filed with the Trustee and to be
mailed to each Holder of Securities that are convertible into shares of
Common Stock at such Holder's registered address, the date on which such
reclassification, change, consolidation, merger, combination, sale or
conveyance is expected to become effective, and the date as of which it
is expected that holders of Common Stock shall be entitled to exchange
their Common Stock for stock, securities or other property deliverable
upon such reclassification, change, consolidation, merger, combination,
sale or conveyance.

Section 1506. TAXES ON SHARES ISSUED.

The delivery of stock certificates upon conversion of Securities shall be
made without charge to the Holder converting a Security for any tax in respect
of the issue thereof. The Company shall not, however, be required to pay any
tax which may be payable in respect of any transfer involved in the delivery of
stock registered in any name other than of the Holder of any Security converted,
and the Company shall not be required to deliver any such stock certificate
unless and until the person or persons requesting the delivery thereof shall
have paid to the Company the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been paid.

Section 1507. SHARES TO BE FULLY PAID; COMPLIANCE WITH GOVERNMENTAL
REQUIREMENTS; LISTING OF COMMON STOCK.

The Company covenants that all shares of Common Stock which may be
delivered upon conversion of Securities of any series which are convertible into
Common Stock will upon delivery be fully paid and nonassessable by the Company
and free from all taxes, liens and charges with respect to the issue thereof.

The Company covenants that if any shares of Common Stock to be provided
for the purpose of conversion of Securities hereunder require registration with
or approval of any governmental authority under any federal or state law before
such shares may be validly delivered upon conversion, the Company will in good
faith and as expeditiously as possible endeavor to secure such registration or
approval, as the case may be.

The Company further covenants that it will, if permitted by the rules of
the New York Stock Exchange, or such other national stock exchange on which the
Common Stock is listed or admitted to trading or if permitted by the rules of
NASDAQ if the Common Stock is approved by it for listing or quotation, list and
keep listed for so long as the Common Stock shall be so listed on such exchange
or NASDAQ, upon official notice of issuance, all Common Stock

<PAGE>

deliverable upon conversion of securities of any series which are convertible
into Common Stock.

Section 1508. RESPONSIBILITY OF TRUSTEE.

Neither the Trustee nor any conversion agent shall at any time be under
any duty or responsibility to any Holder of Securities to determine whether any
facts exist which may require any adjustment of the Conversion Price applicable
to such Securities, or with respect to the nature or extent of any such
adjustment when made, or with respect to the method employed, or herein or in
any supplemental indenture provided to be employed, in making the same, or
whether any such supplemental indenture need be entered into. Neither the
Trustee nor any conversion agent shall be accountable with respect to the
validity or value (or the kind or amount) of any shares of Common Stock, or of
any securities or property, which may at any time be delivered upon the
conversion of any Security; and neither the Trustee nor any conversion agent
makes any representation with respect thereto. Neither the Trustee nor any
conversion agent shall be responsible for any failure of the Company to deliver
any shares of Common Stock or stock certificates or other securities or property
or cash upon the surrender of any Security for the purpose of conversion or for
any failure of the Company to comply with any of the covenants of the Company
contained in this ARTICLE XV.

Section 1509. COVENANT TO RESERVE SHARES.

The Company covenants that it will at all times reserve and keep
available, free from pre-emptive rights, out of its authorized but unissued
Common Stock, such number of shares of Common Stock as shall then be deliverable
upon the conversion of all Outstanding Securities of any series of Securities
which are convertible into Common Stock.

Section 1510. OTHER CONVERSIONS.

If so provided in a Board Resolution, Officers' Certificate or
supplemental indenture with respect to the Securities of a series, the principal
amount of the Securities of such series may be convertible into or exchangeable
for other securities of the Company (which other securities may be issued under
this Indenture or otherwise) or convertible into or exchangeable for securities
of another Person, and the issuance of such securities upon any such conversion
or exchange shall be made in accordance with the terms of such Board Resolution,
Officers' Certificate or supplemental indenture.

* * * *

This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

<PAGE>

IN WITNESS WHEREOF the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed, all
as of the day and year first above written.

(SEAL) BATTLE MOUNTAIN GOLD COMPANY

Attest:

By________________________________ By________________________________
Name:_____________________________ Name:_____________________________
Title:____________________________ Title:____________________________

(SEAL) CHASE BANK OF TEXAS,
NATIONAL ASSOCIATION,
as Trustee

Attest:

<PAGE>

STATE OF TEXAS Section
Section
COUNTY OF HARRIS Section

On the ______ day of ___________, 1999, before me personally came
______________________________, to me known, who being by me duly sworn, did
depose and say that he is a ______________________ of BATTLE MOUNTAIN GOLD
COMPANY, a State of Nevada corporation, one of the persons described in and
who executed the foregoing instrument; that he knows the seal of said
Corporation; that the seal affixed to said instrument is such Corporation's
seal; that it was so affixed by authority of the Board of Directors of said
Corporation; and that he signed his name thereto by like authority.

___________________________________
Notary Public

[NOTARIAL SEAL]

STATE OF TEXAS Section
Section
COUNTY OF HARRIS Section

On the ________ day of ____________, 1999, before me personally came
___________________________, to me known, who being by me duly sworn, did
depose and say that he is an ____________________ of CHASE BANK OF TEXAS,
NATIONAL ASSOCIATION, a national bank organized and existing under the laws
of the United States of America, one of the persons described in and who
executed the foregoing instrument; that he knows the seal of said
Corporation; that the seal affixed to said instrument is such Corporation's
seal; that it was so affixed by authority of the Board of Directors of said
Corporation; and that he signed his name thereto by like authority.

___________________________________
Notary Public

[NOTARIAL SEAL]

<PAGE>

EXHIBIT 5

[LETTERHEAD OF BATTLE MOUNTAIN GOLD COMPANY]

September 30, 1999

Battle Mountain Gold Company
333 Clay Street
42nd Floor
Houston, TX 77002

Ladies and Gentlemen:

I am General Counsel to Battle Mountain Gold Company, a Nevada
corporation (the "Company"), and am rendering this opinion in my capacity as
such in connection with the registration under the Securities Act of 1933, as
amended, of an aggregate of $150,000,000 aggregate initial offering price of the
Company's preferred stock, par value $1.00 per share ("Preferred Stock"), rights
to purchase the Company's Common Stock ("Rights"), the Company's common stock,
par value $0.10 per share ("Common Stock"), the Company's debt securities (the
"Debt Securities"), and warrants to purchase the Company's Preferred Stock,
Common Stock or Debt Securities ("Warrants" and, together with the Preferred
Stock, the Common Stock, the Rights and the Debt Securities, the "Securities")
described in the registration statement on Form S-3 (the "Registration
Statement") of the Company. The Securities may be offered upon the terms and
subject to the conditions set forth in one or more underwriting agreements by
and between the Company and the persons named as underwriters therein
("Underwriting Agreements"). The Debt Securities are to be issued in one or more
series pursuant to an Indenture ("Indenture") between the Company and The Chase
Bank of Texas, National Association, Trustee ("Trustee"). If so specified in the
applicable prospectus supplement, the Preferred Stock may be represented by
depositary shares entitling the holders proportionally to all rights and
preferences of the Preferred Stock.

In connection herewith, I have examined the Registration Statement
covering the Securities which is to be filed with the Securities and Exchange
Commission, originals or copies certified or otherwise identified to my
satisfaction of the restated articles of incorporation and the by-laws of the
Company, each as amended to date, the corporate proceedings with respect to the
offering of the Securities and such other documents and instruments as I have
deemed necessary or appropriate for the expression of the opinions contained
herein.

I have assumed the authenticity and completeness of all records,
certificates and other instruments presented to me as originals, the conformity
to original documents of all records, certificates, and other instruments
submitted to me as copies, the authenticity and completeness of the originals of
those records, certificates and other instruments submitted to me as copies and
the correctness of all statements of fact contained in all records, certificates
and other instruments that I have examined.

<PAGE>

Based on the foregoing, and having regard for such legal considerations
as I have deemed relevant, I am of the opinion that:

1. The Debt Securities, when duly authorized and duly executed by the
proper officers of the Company, authenticated and delivered by the Trustee in
accordance with the Indenture, and issued and sold against payment of the
consideration therefor, pursuant to the terms of the Underwriting Agreement, as
applicable, will constitute valid and legally binding obligations of the Company
enforceable in accordance with their terms.

2. The Preferred Stock, the Common Stock, the Rights and the Warrants
proposed to be issued, when duly authorized, issued and delivered against
payment therefor, in accordance with the terms of the Underwriting Agreement, as
applicable, will be validly issued, fully paid and nonassessable.

The opinion expressed in paragraph (1) above regarding the
enforceability of the Debt Securities is subject to the exception that the
enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other laws relating to or affecting enforcement of creditors'
rights generally or by general equity principals, and the further exception that
enforcement thereof may be limited by (i) requirements that claims with respect
to any Debt Securities denominated other than in U.S. Dollars (or a foreign
currency or composite currency in respect of such claim) be converted into U.S.
Dollars at a rate of exchange prevailing on a date determined pursuant to
applicable law or (ii) governmental authority to limit, delay or prohibit the
making of payments outside the United States.

I consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name under the caption "Legal
Matters" in the Prospectus included as part of the Registration Statement. In
giving such consent, I do not admit that I am in the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended.

Very truly yours,

/s/ GREG V. ETTER
-----------------------------
Greg V. Etter

<PAGE>

BATTLE MOUNTAIN GOLD COMPANY
COMPUTATIONS OF RATIO OF EARNINGS TO FIXED CHARGES AND
EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
(in millions, except ratios)

Six months ended June 30, Years ended December 31,
1999 1998 1998 1997 1996 1995 1994
---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Income (loss) before income taxes and $ (29.8) $ (10.0) $ (227.0) $ (13.5) $ (41.2) $ 48.0 $ 113.9
minority interest
Minority interest in net loss (income) of
majority-owned subsidiaries 0.6 (1.3) (0.5) (2.3) 16.0 (6.2) (4.4)
---------- ---------- ---------- ---------- ---------- ---------- ----------

Income (loss) before income taxes and
cumulative effects of accounting changes (29.2) (11.3) (227.5) (15.8) (25.2) 41.8 109.5
---------- ---------- ---------- ---------- ---------- ---------- ----------

Add fixed charges included in income (loss):
Interest expense 7.5 9.4 17.8 9.4 6.9 7.6 7.7
Amortization of deferred financing costs 0.1 0.1 0.2 0.2 0.2 0.2 0.2
Interest portion of rental expenses 0.5 0.5 1.0 1.1 1.3 1.6 1.8
---------- ---------- ---------- ---------- ---------- ---------- ----------
Fixed charges included in income (loss) 8.1 10.0 19.0 10.7 8.4 9.4 9.7
---------- ---------- ---------- ---------- ---------- ---------- ----------

Earnings (loss) $ (21.1) $ (1.3) $ (208.5) $ (5.1) $ (16.8) $ 51.2 $ 119.2
========== ========== ========== ========== ========== ========== ==========

Fixed charges included in income (loss) $ 8.1 $ 10.0 $ 19.0 $ 10.7 $ 8.4 $ 9.4 $ 9.7
Capitalized interest - - - 4.5 6.4 8.6 6.3
---------- ---------- ---------- ---------- ---------- ---------- ----------

Total fixed charges 8.1 10.0 19.0 15.2 14.8 18.0 16.0

Preferred dividends 3.7 3.7 7.5 7.5 2.5 10.6 14.4
---------- ---------- ---------- ---------- ---------- ---------- ----------

Combined fixed charges and
preferred dividends $ 11.8 $ 13.7 $ 26.5 $ 22.7 $ 17.3 $ 28.6 $ 30.4
========== ========== ========== ========== ========== ========== ==========

Ratio of earnings to fixed charges - - - - - 2.84 7.44

Amount by which fixed charges exceed loss 29.2 11.3 227.5 20.3 31.6 - -

Ratio of earnings to combined fixed charges
and preferred dividends - - - - - 1.79 3.92

Amount by which fixed charges and
preferred dividends exceed loss 32.9 15.0 235.0 27.8 34.1 - -
</TABLE>

<PAGE>

EXHIBIT 23(b)

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated February 2, 1999 relating to the
financial statements which appear in Battle Mountain Gold Company's Annual
Report on Form 10-K for the year ended December 31, 1998. We also consent to the
references to us under the heading "Experts" in such registration statement.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Houston, Texas
October 1, 1999

<PAGE>

EXHIBIT 23(c)

[LETTERHEAD OF MAYOR, DAY, CALDWELL & KEETON, L.L.P.]

October 1, 1999

We consent to the use of our name under the caption "Legal Matters" in
the prospectus included as part of the registration Statement on Form S-3 filed
by Battle Mountain Gold Company on the date hereof. In giving such consent, we
do not admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended.

Sincerely,

/s/ MAYOR, DAY, CALDWELL & KEETON, L.L.P.
-----------------------------------------
Mayor, Day, Caldwell & Keeton, L.L.P.

<PAGE>

===============================================================================

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

----------------------

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ____

----------------------

CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

74-0800980
(I.R.S. Employer Identification Number)

712 MAIN STREET, HOUSTON, TEXAS 77002
(Address of principal executive offices) (Zip code)

LEE BOOCKER, 712 MAIN STREET, 26TH FLOOR
HOUSTON, TEXAS 77002 (713) 216-2448
(Name, address and telephone number of agent for service)

BATTLE MOUNTAIN GOLD COMPANY
(Exact name of obligor as specified in its charter)

NEVADA 76-0151431
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

333 CLAY STREET, 42ND FLOOR
HOUSTON, TEXAS 77002
(Address of principal executive offices) (Zip code)

SECURITIES
(Title of indenture securities)
===============================================================================
<PAGE>

ITEM 1. GENERAL INFORMATION.

FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING
AUTHORITY TO WHICH IT IS SUBJECT.

Comptroller of the Currency, Washington, D.C.
Federal Deposit Insurance Corporation, Washington, D.C.
Board of Governors of the Federal Reserve System, Washington, D.C.

(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

The trustee is authorized to exercise corporate trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR.

IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.

The obligor is not an affiliate of the trustee. (See Note on Page 7.)

ITEM 3. VOTING SECURITIES OF THE TRUSTEE.

FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF VOTING
SECURITIES OF THE TRUSTEE.
<TABLE>
<CAPTION>
COL. A COL. B
TITLE OF CLASS AMOUNT OUTSTANDING
-------------- ------------------
<S> <C>
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
</TABLE>
ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES.

IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY
OTHER SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER
SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, FURNISH THE FOLLOWING INFORMATION:

(a) TITLE OF THE SECURITIES OUTSTANDING UNDER EACH SUCH OTHER
INDENTURE.

Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
<PAGE>

ITEM 4. (CONTINUED)

(b) A BRIEF STATEMENT OF THE FACTS RELIED UPON AS A BASIS FOR THE
CLAIM THAT NO CONFLICTING INTEREST WITHIN THE MEANING OF SECTION
310(b)(1) OF THE ACT ARISES AS A RESULT OF THE TRUSTEESHIP UNDER ANY
SUCH OTHER INDENTURE, INCLUDING A STATEMENT AS TO HOW THE INDENTURE
SECURITIES WILL RANK AS COMPARED WITH THE SECURITIES ISSUED UNDER SUCH
OTHER INDENTURE.

Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.

ITEM 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH OBLIGOR OR
UNDERWRITERS.

IF THE TRUSTEE OR ANY OF THE DIRECTORS OR EXECUTIVE OFFICER OF THE
TRUSTEE IS A DIRECTOR, OFFICER, PARTNER, EMPLOYEE, APPOINTEE, OR
REPRESENTATIVE OF THE OBLIGOR OR OF ANY UNDERWRITER FOR THE OBLIGOR, IDENTIFY
EACH SUCH PERSON HAVING ANY SUCH CONNECTION AND STATE THE NATURE OF EACH SUCH
CONNECTION.

Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.

ITEM 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS
OFFICIALS.

FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF
THE TRUSTEE OWNED BENEFICIALLY BY THE OBLIGOR AND EACH DIRECTOR, PARTNER AND
EXECUTIVE OFFICER OF THE OBLIGOR.
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
PERCENTAGE OF
VOTING SECURITIES
REPRESENTED BY
AMOUNT OWNED AMOUNT GIVEN IN
NAME OF OWNER TITLE OF CLASS BENEFICIALLY COL. C
------------- -------------- ------------ ------
<S> <C> <C> <C>
Not applicable by virtue of Form T-1 General Instruction B and response to
Item 13.
</TABLE>

<PAGE>

ITEM 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS
OR THEIR OFFICIALS.

FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF
THE TRUSTEE OWNED BENEFICIALLY BY EACH UNDERWRITER FOR THE OBLIGOR AND EACH
DIRECTOR, PARTNER AND EXECUTIVE OFFICER OF EACH SUCH UNDERWRITER.
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
PERCENTAGE OF
VOTING SECURITIES
REPRESENTED BY
AMOUNT OWNED AMOUNT GIVEN IN
NAME OF OWNER TITLE OF CLASS BENEFICIALLY COL. C
------------- -------------- ------------ ------
<S> <C> <C> <C>
Not applicable by virtue of Form T-1 General Instruction B and response to
Item 13.
</TABLE>

ITEM 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.

FURNISH THE FOLLOWING INFORMATION AS TO THE SECURITIES OF THE
OBLIGOR OWNED BENEFICIALLY OR HELD AS COLLATERAL SECURITY FOR OBLIGATIONS IN
DEFAULT BY THE TRUSTEE.
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
AMOUNT OWNED
WHETHER THE BENEFICIALLY OR PERCENT OF
SECURITIES HELD AS COLLATERAL CLASS
ARE VOTING SECURITY FOR REPRESENTED BY
OR NONVOTING OBLIGATIONS IN AMOUNT GIVEN IN
TITLE OF CLASS SECURITIES DEFAULT COL. C
------------- ---------- ------- ------
<S> <C> <C> <C>
Not applicable by virtue of Form T-1 General Instruction B and response to
Item 13.
</TABLE>

3
<PAGE>

ITEM 9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.

IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY
FOR OBLIGATIONS IN DEFAULT ANY SECURITIES OF AN UNDERWRITER FOR THE OBLIGOR,
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH
UNDERWRITER ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE.
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
AMOUNT OWNED
BENEFICIALLY OR PERCENT OF
HELD AS COLLATERAL CLASS
NAME OF ISSUER SECURITY FOR REPRESENTED BY
AND AMOUNT OBLIGATIONS IN AMOUNT GIVEN IN
TITLE OF CLASS OUTSTANDING DEFAULT BY TRUSTEE COL. C
-------------- ----------- ------------------ ------
<S> <C> <C> <C>
Not applicable by virtue of Form T-1 General Instruction B and response to
Item 13.
</TABLE>

ITEM 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.

IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY
FOR OBLIGATIONS IN DEFAULT VOTING SECURITIES OF A PERSON WHO, TO THE
KNOWLEDGE OF THE TRUSTEE (1) OWNS 10% OR MORE OF THE VOTING SECURITIES OF THE
OBLIGOR OR (2) IS AN AFFILIATE, OTHER THAN A SUBSIDIARY, OF THE OBLIGOR,
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF SUCH PERSON.
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
AMOUNT OWNED
BENEFICIALLY OR PERCENT OF
HELD AS COLLATERAL CLASS
NAME OF ISSUER SECURITY FOR REPRESENTED BY
AND AMOUNT OBLIGATIONS IN AMOUNT GIVEN IN
TITLE OF CLASS OUTSTANDING DEFAULT BY TRUSTEE COL. C
-------------- ----------- ------------------ ------
<S> <C> <C> <C>
Not applicable by virtue of Form T-1 General Instruction B and response to
Item 13.
</TABLE>
4
<PAGE>

ITEM 11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON
OWNING 50% OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.

IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY
FOR OBLIGATIONS IN DEFAULT ANY SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE
OF THE TRUSTEE, OWNS 50% OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR,
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OR SUCH
PERSON ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE.
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
AMOUNT OWNED
BENEFICIALLY OR PERCENT OF
HELD AS COLLATERAL CLASS
NAME OF ISSUER SECURITY FOR REPRESENTED BY
AND AMOUNT OBLIGATIONS IN AMOUNT GIVEN IN
TITLE OF CLASS OUTSTANDING DEFAULT BY TRUSTEE COL. C
-------------- ----------- ------------------ ------
<S> <C> <C> <C>
Not applicable by virtue of Form T-1 General Instruction B and response to
Item 13.
</TABLE>
ITEM 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.

EXCEPT AS NOTED IN THE INSTRUCTIONS, IF THE OBLIGOR IS INDEBTED TO
THE TRUSTEE, FURNISH THE FOLLOWING INFORMATION:
<TABLE>
<CAPTION>
COL. A COL. B COL. C

NATURE OF AMOUNT
INDEBTEDNESS OUTSTANDING DATE DUE
------------ ----------- --------
<S> <C> <C>
Not applicable by virtue of Form T-1 General Instruction B and response
to Item 13.
</TABLE>
ITEM 13. DEFAULTS BY THE OBLIGOR.

(a) STATE WHETHER THERE IS OR HAS BEEN A DEFAULT WITH RESPECT TO THE
SECURITIES UNDER THIS INDENTURE. EXPLAIN THE NATURE OF ANY SUCH DEFAULT.

There is not, nor has there been, a default with respect to the
securities under this indenture. (See Note on Page 7.)

5
<PAGE>

ITEM 13. (CONTINUED)

(b) IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY
SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER
SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, OR IS TRUSTEE FOR MORE THAN ONE
OUTSTANDING SERIES OF SECURITIES UNDER THE INDENTURE, STATE WHETHER THERE HAS
BEEN A DEFAULT UNDER ANY SUCH INDENTURE OR SERIES, IDENTIFY THE INDENTURE OR
SERIES AFFECTED, AND EXPLAIN THE NATURE OF ANY SUCH DEFAULT.

There has not been a default under any such indenture or series. (See
Note on Page 7.)

ITEM 14. AFFILIATIONS WITH THE UNDERWRITERS.

IF ANY UNDERWRITER IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.

Not applicable by virtue of Form T-1 General Instruction B and response
to Item 13.

ITEM 15. FOREIGN TRUSTEE.

IDENTIFY THE ORDER OR RULE PURSUANT TO WHICH THE FOREIGN TRUSTEE IS
AUTHORIZED TO ACT AS SOLE TRUSTEE UNDER INDENTURES QUALIFIED OR TO BE
QUALIFIED UNDER THE ACT.

Not applicable.

ITEM 16. LIST OF EXHIBITS.

LIST BELOW ALL EXHIBITS FILED AS PART OF THIS STATEMENT OF
ELIGIBILITY.

- 1. A copy of the articles of association of the trustee now in
effect.

# 2. A copy of the certificate of authority of the trustee to
commence business.

* 3. A copy of the certificate of authorization of the trustee to
exercise corporate trust powers issued by the Board of Governors of
the Federal Reserve System under date of January 21, 1948.

+ 4. A copy of the existing bylaws of the trustee.

5. Not applicable.

6. The consent of the United States institutional trustees required
by Section 321(b) of the Act.

6
<PAGE>

/_/ 7. A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its supervising or examining
authority.

8. Not applicable.

9. Not applicable.

NOTE REGARDING INCORPORATED EXHIBITS

Effective January 20, 1998, the name of the Trustee was changed from
Texas Commerce Bank National Association to Chase Bank of Texas, National
Association. Certain of the exhibits incorporated herein by reference, except
for Exhibit 7, were filed under the former name of the Trustee.

- Incorporated by reference to exhibit bearing the same designation
and previously filed with the Securities and Exchange Commission as exhibits
to the Form S-3 File No. 33-56195.

# Incorporated by reference to exhibit bearing the same designation
and previously filed with the Securities and Exchange Commission as exhibits
to the Form S-3 File No. 33-42814.

* Incorporated by reference to exhibit bearing the same designation
and previously filed with the Securities and Exchange Commission as exhibits
to the Form S-11 File No. 33-25132.

+ Incorporated by reference to exhibit bearing the same designation
and previously filed with the Securities and Exchange Commission as exhibits
to the Form S-3 File No. 33-65055.

/_/ Incorporated by reference to exhibit bearing the same designation
and previously filed with the Securities and Exchange Commission as exhibits
to the Form S-4 File No. 333-77263.

NOTE

Inasmuch as this Form T-1 is filed prior to the ascertainment by
the trustee of all facts on which to base responsive answers to Items 2 and
13, the answers to said Items are based on incomplete information. Such
Items may, however, be considered as correct unless amended by an amendment
to this Form T-1.

<PAGE>
SIGNATURE

PURSUANT TO THE REQUIREMENTS OF THE TRUST INDENTURE ACT OF 1939 THE
TRUSTEE, CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, FORMERLY KNOWN AS TEXAS
COMMERCE BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION ORGANIZED
AND EXISTING UNDER THE LAWS OF THE UNITED STATES OF AMERICA, HAS DULY CAUSED
THIS STATEMENT OF ELIGIBILITY TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO AUTHORIZED, ALL IN THE CITY OF HOUSTON, AND STATE OF TEXAS, ON THE
30TH DAY OF SEPTEMBER, 1999.

CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, AS TRUSTEE

By: /s/ Mauri J. Cowen
--------------------------------
Mauri J. Cowen
Vice President and Trust Officer

8
<PAGE>

EXHIBIT 6

September 30, 1999

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

The undersigned is trustee under an Indenture between Battle Mountain
Gold Company, a Nevada corporation, as obligor (the "Company"), and Chase
Bank of Texas, National Association, as Trustee, entered into in connection
with the issuance of the Company's Securities.

In accordance with Section 321(b) of the Trust Indenture Act of 1939,
the undersigned hereby consents that reports of examinations of the
undersigned, made by Federal or State authorities authorized to make such
examinations, may be furnished by such authorities to the Securities and
Exchange Commission upon its request therefor.

Very truly yours,

CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, as Trustee

By: /s/ Mauri J. Cowen
--------------------------------
Mauri J. Cowen
Vice President and Trust Officer