GETCHELL GOLD CORP, S-3, 1997-06-27

GETCHELL GOLD CORP
S-3, 1997-06-27
GOLD AND SILVER ORES

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<PAGE> 1

As filed with the Securities and Exchange Commission on June __, 1997
Registration No. 333-______
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------
GETCHELL GOLD CORPORATION
(Exact name of registrant on Form S-3 as specified in its charter)

<TABLE>
<S> <C> <C>
DELAWARE 64-0748908
(State or Other Jurisdiction 5460 South Quebec Street, Suite 240 (I.R.S. Employer
of Incorporation) Englewood, Colorado 80111 Identification Number)
(303) 771-9000
</TABLE>
(Address, including ZIP code, and telephone number, including area code, of
registrant's principal executive offices)
----------------
Donald S. Robson
Vice President and Chief Financial Officer
Getchell Gold Corporation
5460 South Quebec Street, Suite 240
Englewood, Colorado 80111
(303) 771-9000
(Name, address, including ZIP code, and telephone number,
including area code, of agent for service)
----------------
Copies to:
Tad J. Freese
Latham & Watkins
505 Montgomery Street, Suite 1900
San Francisco, California 94111-2562
(415) 391-0600
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this Registration Statement, as
determined by the Registrant.
----------------
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, please check the following box
and list the Securities Act 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, check the following box and list the Securities Act
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, please check the following box. [ ]

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
Proposed Maximum Amount of
Title of Each Class of Aggregate Offering Registration
Securities to be Registered Price(1)(2) Fee(3)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Preferred Stock, $.0001 par value . . . . . . . . . . . . . . . . . . . . . . . .
Common Stock, $.0001 par value (4) . . . . . . . . . . . . . . . . . . . . . . .
Equity Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $300,000,000 $89,449
======================================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee, which
is calculated in accordance with Rule 457(o).
(2) Not specified as to each class of securities to be registered hereunder
pursuant to General Instruction II(D) to Form S-3 under the Securities
Act of 1933.
(3) Pursuant to Rule 429(b) the registration fee hereunder is offset by the
fee of $1,461 previously calculated and paid in connection with the
registration of $4,257,500 in securities on Registration Statement No.
33-62449.
(4) Each share of Common Stock includes one common share purchase Right
under the Company's Amended and Restated Rights Agreement dated as of
December 31, 1996 between the Registrant and Harris Trust and Savings
Bank, as Rights Agent.
----------------
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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS
INCLUDED IN THIS REGISTRATION STATEMENT IS A COMBINED PROSPECTUS WHICH RELATES
TO REGISTRATION STATEMENT NO. 33-62449, AS AMENDED, PREVIOUSLY FILED BY THE
COMPANY ON FORM S-3. THIS REGISTRATION STATEMENT ALSO CONSTITUTES
POST-EFFECTIVE AMENDMENT NO. 2 WITH RESPECT TO REGISTRATION STATEMENT NO.
33-62449, AS AMENDED, PURSUANT TO WHICH $4,237,500 IN SECURITIES REMAIN TO BE
ISSUED.
================================================================================

<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF ANY OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.

PROSPECTUS
SUBJECT TO COMPLETION, DATED JUNE 27, 1997

GETCHELL GOLD CORPORATION

DEBT SECURITIES
PREFERRED STOCK
COMMON STOCK
EQUITY WARRANTS
DEBT WARRANTS

Getchell Gold Corporation, a Delaware corporation (the "Company"),
directly or through agents, dealers, or underwriters designated from time to
time, may offer, issue and sell, together or separately, up to $300,000,000 in
the aggregate of (a) secured or unsecured debt securities (the "Debt
Securities") of the Company, in one or more series, which may be either senior
debt securities (the "Senior Debt Securities"), senior subordinated debt
securities (the "Senior Subordinated Debt Securities") or subordinated debt
securities (the "Subordinated Debt Securities"), (b) shares of preferred stock
of the Company, par value $.0001 per share (the "Preferred Stock"), in one or
more series, (c) shares of common stock of the Company, par value $.0001 per
share (the "Common Stock"), (d) warrants to purchase Common Stock or Preferred
Stock (the "Equity Warrants") or (e) warrants to purchase Debt Securities (the
"Debt Warrants" and together with the Equity Warrants, the "Warrants"), or any
combination of the foregoing, either individually or as units consisting of one
or more of the foregoing, each on terms to be determined at the time of sale.
The Debt Securities may be issued as exchangeable and/or convertible Debt
Securities exchangeable for or convertible into shares of Common Stock or
Preferred Stock. The Preferred Stock may also be exchangeable for and/or
convertible into shares of Common Stock or another series of Preferred Stock.
The Debt Securities, the Preferred Stock, the Common Stock and the Warrants are
collectively referred to herein as the "Securities." When a particular series
of Securities is offered, a supplement to this Prospectus (each a "Prospectus
Supplement") will be delivered with this Prospectus. The Prospectus Supplement
will set forth the terms of the offering and sale of the offered Securities.

SEE "RISK FACTORS" COMMENCING ON PAGE 3 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF SECURITIES.

Except as described more fully herein or as set forth in the
Prospectus Supplement relating to any offered Debt Securities, the Indenture
will not provide holders of Debt Securities protection in the event of a
highly-leveraged transaction, reorganization, restructuring, merger or similar
transaction involving the Company which could adversely affect holders of Debt
Securities. See "Description of Debt Securities -- Consolidation, Merger and
Sale of Assets."

The Company's Common Stock is traded on the American Stock Exchange
and The Toronto Stock Exchange under the symbol GGO. On June 26, 1997, the
last reported sale price of the Common Stock as reported by the American Stock
Exchange was $35 1/4 per share. The Company has not yet determined whether
any of the Debt Securities, Preferred Stock or Warrants offered hereby will be
listed on any exchange or over-the-counter market. If the Company decides to
seek listing of any such Securities, the Prospectus Supplement relating thereto
will disclose such exchange or market.

----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
FEDERAL OFFENSE.
----------------

The Securities may be sold directly by the Company, through agents
designated from time to time or to or through underwriters or dealers. The
Company reserves the sole right to accept, and together with its agents, from
time to time, to reject in whole or in part any proposed purchase of Securities
to be made directly or through agents. See "Plan of Distribution." If any
such agents or underwriters are involved in the sale of any Securities, the
names of such agents or underwriters and any applicable fees, commissions or
discounts will be set forth in the applicable Prospectus Supplement.

This Prospectus may not be used to consummate sales of Securities
unless accompanied by the applicable Prospectus Supplement.

The date of this Prospectus is___________________, 1997.

<PAGE> 3
Certain persons participating in this offering may engage in
transactions that stabilize, maintain or otherwise affect the price of the
Securities. Specifically, the Underwriters may overallot in connection with
the offering and may bid for and purchase securities in the open market. For a
description of these activities, see "Plan of Distribution."

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus contains forward-looking statements within the meaning
of Section 27A of the Securities Act and Section 21E of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). The Company's actual results
could differ materially from those anticipated in these forward-looking
statements as a result of various factors including those set forth under "Risk
Factors" included in the Company's most recently incorporated Annual Report on
Form 10-K or Quarterly Report on Form 10-Q and elsewhere in this Prospectus.

AVAILABLE INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 (together with all
amendments and exhibits thereto, the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
Securities offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement, part of which has been
omitted in accordance with the rules and regulations of the Commission. For
further information about the Company and the Securities offered hereby,
reference is made to the Registration Statement, including the exhibits filed
as a part thereof and otherwise incorporated therein. Statements made in this
Prospectus as to the contents of any agreement or other document referred to
herein are qualified by reference to the copy of such agreement or other
document filed as an exhibit to the Registration Statement or such other
document, each such statement being qualified in its entirety by such
reference.

The Company is subject to the informational requirements of the
Exchange Act, and, in accordance therewith, files periodic reports, proxy
statements and other information with the Commission. The Registration
Statement, including the exhibits thereto, as well as such reports and other
information filed by the Company with the Commission, can be inspected, without
charge, and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington D.C., 20549 and at
the Commission's regional offices located at 7 World Trade Center, New York,
New York 10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of such materials can be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. Reports and other information concerning the Company can
also be inspected at the offices of the American Stock Exchange, 86 Trinity
Place, New York, New York, 10006. The Commission also maintains a site on the
World Wide Web at http://www.sec.gov, that contains reports, proxy statements
and other information regarding registrants that file electronically with the
Commission, and certain of the Company's filings are available at such Web
site.

2
<PAGE> 4
INFORMATION INCORPORATED BY REFERENCE

The following documents filed by the Company with the Commission
pursuant to the Exchange Act are incorporated by reference in this Prospectus:
(1) the Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
1997, (2) the Company's Annual Report on Form 10-K for the year ended December
31, 1996, as amended, (3) the description of the Company's Common Stock on Form
8-A filed with the Commission on June 19, 1996 and (4) all other documents
subsequently filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this Prospectus and before the termination of
the offering, which shall be deemed to be a part hereof from the date of filing
of such documents.

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is incorporated or
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon request, a copy of
any documents incorporated into this Prospectus by reference (other than
exhibits incorporated by reference into such document). Requests for documents
should be submitted to Getchell Gold Corporation, 5460 South Quebec Street,
Suite 240, Englewood, Colorado 80111, Attention: Secretary (telephone (303)
771-9000). The information relating to the Company contained in this
Prospectus does not purport to be comprehensive and should be read together
with the information contained in the documents incorporated or deemed to be
incorporated by reference herein.

THE COMPANY

The Company is engaged in exploration, development, mining and
processing of gold ore from the 33,000 acre "Getchell Property" located in
north central Nevada.

The Getchell Property is located in the Potosi Mining District on the
eastern side of the Osgood Mountain Range 35 miles northeast of the town of
Winnemucca, Nevada. Access to the property is via Nevada State Highway 18 and
an all- weather gravel road maintained jointly by the Company and various
competitors who use the same access. The Company's operations on the Getchell
Property include a pressure oxidation (autoclave) mill facility, a heap leach
facility and an underground mine known as the "Getchell Underground" mine.
Prior to July 1995, and for a nine-month period during 1996, operations also
included open pit mining of oxide and sulfide ores. During the twelve-month
period ended December 31, 1996, approximately 171,343 ounces of gold were
produced and sold. A second underground mine on the Getchell Property known as
the "Turquoise Ridge" mine is currently under development.

The Company was incorporated in Nevada in August 1987 by ChemFirst
Inc. ("ChemFirst," formerly known as First Mississippi Corporation), a
Mississippi corporation, for the purpose of financing, developing and operating
the Getchell Property and for conducting minerals exploration. In June 1988,
the Company sold 3,250,000 shares of its common stock in an initial public
offering. Following the offering, ChemFirst held approximately 81% of the
Company's stock. In October 1995 ChemFirst distributed its 14,750,000 shares
of the Company's stock to ChemFirst's shareholders in a tax free distribution.
In June 1996, the Company changed its state of incorporation to Delaware.

The Company's principal executive offices are located at 5460 South
Quebec Street, Suite 240, Englewood, Colorado 80111, and its telephone number
is (303) 771-9000.

3
<PAGE> 5
RISK FACTORS

In addition to the other information in this Prospectus, prospective
purchasers of the Securities offered hereby should carefully consider the risk
factors set forth under the heading "Risk Factors" in "Management's Discussion
and Analysis of Financial Condition and Results of Operations" included in the
Company's most recently incorporated Annual Report on Form 10-K or Quarterly
Report on Form 10-Q. See "Information Incorporated by Reference."

USE OF PROCEEDS

Unless otherwise indicated in a Prospectus Supplement, the Company
anticipates that any net proceeds would be used for general corporate purposes,
which may include but are not limited to exploration on the Getchell Property,
working capital, capital expenditures, repayment of indebtedness and
acquisitions. When a particular series of Securities is offered, the
Prospectus Supplement relating thereto will set forth the Company's intended
use for the net proceeds received from the sale of such Securities. Pending
the application of the net proceeds, the Company expects to invest such
proceeds in short-term, interest-bearing instruments or other investment-grade
securities.

4
<PAGE> 6
RATIOS OF EARNINGS TO FIXED CHARGES AND
EARNINGS TO COMBINED FIXED CHARGES AND
PREFERRED STOCK DIVIDENDS

The following table sets forth the unaudited consolidated ratios of
earnings to fixed charges and earnings to fixed charges and preferred stock
dividends for the Company for the periods indicated.

<TABLE>
<CAPTION>
Quarter ended Year ended Six-month period ended Years ended
March 31, 1997 Dec. 31, 1996* Dec. 31, 1995* June 30,
-------------- --------------- ---------------------- --------------------------------
1995 1994 1993 1992
------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of ** ** ** ** 3.7 ** 3.6
earnings
to fixed
charges

Ratio of ** ** ** ** 3.7 ** 3.6
earnings
to fixed
charges
and
preferred
stock
dividends
</TABLE>

- ----------------
* On September 24, 1995, the Company changed its fiscal year end to
December 31 from June 30.

** For the periods presented below, earnings were insufficient to
cover fixed charges in the amounts set forth below. Therefore, no ratios are
provided for those periods.

<TABLE>
<CAPTION>
Quarter ended Year ended Six-month period ended Years ended
March 31, 1997 Dec. 31, 1996 Dec. 31, 1995 June 30,
-------------- --------------- ---------------------- -------------------------------
1995 1993
---- ----
<S> <C> <C> <C> <C> <C>
Coverage $8,362,940 $16,098,998 $6,313,000 $19,088,000 $3,129,000
Deficiency
</TABLE>

For the purpose of calculating the ratio of earnings to fixed charges
and the ratio of earnings to fixed charges and preferred stock dividends,
earnings consist of income before income taxes and fixed charges (exclusive of
preferred stock dividends). For the purpose of calculating both ratios, fixed
charges include interest expense, capitalized interest and that portion of
rentals representative of an interest factor (estimated to be one third of rent
expense). Because the Company did not pay any preferred stock dividends during
the fiscal years ended June 30, 1995, 1994, 1993 and 1992, the six months ended
December 31, 1995, or the year ended December 31, 1996, the ratios are
identical.

5
<PAGE> 7
GENERAL DESCRIPTION OF SECURITIES

The Company directly or through agents, dealers or underwriters
designated from time to time, may offer, issue and sell, together or
separately, up to $300,000,000 in the aggregate of (a) secured or unsecured
debt securities (the "Debt Securities") of the Company, in one or more series,
which may be either senior debt securities (the "Senior Debt Securities"),
senior subordinated debt securities (the "Senior Subordinated Debt Securities")
or subordinated debt securities (the "Subordinated Debt Securities"), (b)
shares of preferred stock of the Company, par value $.0001 per share (the
"Preferred Stock"), in one or more series, (c) shares of common stock of the
Company, par value $.0001 per share (the "Common Stock"), (d) warrants to
purchase Common Stock or Preferred Stock (the "Equity Warrants") or (e)
warrants to purchase Debt Securities (the "Debt Warrants" and together with the
Equity Warrants, the "Warrants"), or any combination of the foregoing, either
individually or as units consisting of one or more of the foregoing, each on
terms to be determined at the time of sale. The Debt Securities may be issued
as exchangeable and/or convertible Debt Securities exchangeable for or
convertible into shares of Common Stock or Preferred Stock. The Preferred
Stock may also be exchangeable for and/or convertible into shares of Common
Stock or another series of Preferred Stock. The Debt Securities, the Preferred
Stock, the Common Stock and the Warrants are collectively referred to herein as
the "Securities." When a particular series of Securities is offered, a
Prospectus Supplement will be delivered with this Prospectus. The Prospectus
Supplement will set forth the terms of the offering and sale of the offered
Securities.

DESCRIPTION OF DEBT SECURITIES

The following description sets forth certain general terms and
provisions of the Debt Securities to which any Prospectus Supplement may
relate. The particular terms of the Debt Securities offered by any Prospectus
Supplement and the extent, if any, to which such general provisions do not
apply to the Debt Securities so offered will be described in the Prospectus
Supplement relating to such Debt Securities.

Debt Securities may be issued from time to time in series under an
indenture, and one or more indentures supplemental thereto (collectively, the
"Indenture"), between the Company and a trustee to be identified in the
applicable Prospectus Supplement (the "Trustee"). The terms of the Debt
Securities will include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939 (the "TIA") as in
effect on the date of the Indenture. The Debt Securities will be subject to
all such terms, and potential investors of the Debt Securities are referred to
the Indenture and the TIA for a statement thereof. The following summary of
certain provisions of the Indenture does not purport to be complete and is
qualified in its entirety by reference to the Indenture, including the
definitions therein of certain terms used below. As used under this caption,
unless the context otherwise requires, "Offered Debt Securities" shall mean the
Debt Securities offered by this Prospectus and the accompanying Prospectus
Supplement.

GENERAL

The Indenture will provide for the issuance of Debt Securities in
series and will not limit the principal amount of Debt Securities which may be
issued thereunder. In addition, except as may be provided in the Prospectus
Supplement relating to such Debt Securities, the Indenture will not limit the
amount of additional indebtedness the Company may incur.

The applicable Prospectus Supplement or Prospectus Supplements will
describe the following terms of the series of Offered Debt Securities in
respect of which this Prospectus is being delivered: (1) the title of the
Offered Debt Securities; (2) whether the Offered Debt Securities are Senior
Debt Securities, Senior Subordinated Debt Securities or Subordinated Debt
Securities or any combination

6
<PAGE> 8
thereof; (3) any limit upon the aggregate principal amount of the Offered Debt
Securities; (4) the date or dates on which the principal of the Offered Debt
Securities is payable; (5) the rate or rates (which may be fixed or variable)
at which the Offered Debt Securities will bear interest, if any, or the manner
in which such rate or rates are determined; (6) the date or dates from which
any such interest will accrue, the interest payment dates on which any such
interest on the Offered Debt Securities will be payable and the record dates
for the determination of holders to whom interest is payable; (7) the place or
places where the principal of and any interest on the Offered Debt Securities
will be payable; (8) the obligation of the Company, if any, to redeem,
repurchase or repay the Offered Debt Securities in whole or in part pursuant to
any sinking fund or analogous provisions or at the option of the holders and
the price or prices at which and the period and periods within which and the
terms and conditions upon which the Offered Debt Securities shall be redeemed,
repurchased or repaid pursuant to such obligation; (9) the denominations in
which any Offered Debt Securities will be issuable, if other than denominations
of U.S. $1,000 and any integral multiple thereof; (10) if other than the
principal amount thereof, the portion of the principal amount of the Offered
Debt Securities of the series which will be payable upon declaration of the
acceleration of the maturity thereof; (11) any addition to or change in the
covenants which apply to the Offered Debt Securities; (12) any Events of
Default with respect to the Offered Debt Securities, if not otherwise set forth
under "Events of Default"; (13) whether the Offered Debt Securities will be
issued in whole or in part in global form, the terms and conditions, if any,
upon which such global Offered Debt Securities may be exchanged in whole or in
part for other individual securities, and the depositary for the Offered Debt
Securities; (14) the terms and conditions, if any, upon which the Offered Debt
Securities shall be exchanged for or converted into other securities or
property; (15) the nature and terms of the security for any secured Offered
Debt Securities; and (16) any other terms of the Offered Debt Securities which
terms shall not be inconsistent with the provisions of the Indenture.

Debt Securities may be issued at a discount from their principal
amount ("Original Issue Discount Securities"). Federal income tax
considerations and other special considerations applicable to any such Original
Issue Discount Securities will be described in the applicable Prospectus
Supplement.

Debt Securities may be issued in bearer form, with or without coupons.
Federal income tax considerations and other special considerations applicable
to bearer securities will be described in the applicable Prospectus Supplement.

STATUS OF DEBT SECURITIES

The Senior Debt Securities will be unsubordinated obligations of the
Company and will rank on a parity with all other unsecured and unsubordinated
indebtedness of the Company.

The obligations of the Company pursuant to Senior Subordinated Debt
Securities will be subordinate in right of payment, to the extent and in the
manner set forth in the Indenture, to all Senior Indebtedness of the Company.
Except to the extent set forth in the Prospectus Supplement, "Senior
Indebtedness" of the Company is defined to mean the principal of, and premium,
if any, and any interest (including interest accruing subsequent to the
commencement of any proceeding for the bankruptcy or reorganization of the
Company under any applicable bankruptcy, insolvency or similar law now or
hereafter in effect) on (a) all indebtedness of the Company whether heretofore
or hereafter incurred (i) for borrowed money or (ii) in connection with the
acquisition by the Company or a subsidiary of assets other than in the ordinary
course of business, for the payment of which the Company is liable directly or
indirectly by guarantee, letter of credit, obligation to purchase or acquire or
otherwise, or the payment of which is secured by a lien, charge or encumbrance
on assets acquired by the Company, (b) amendments, modifications, renewals,
extensions and deferrals of any such indebtedness, and (c) any indebtedness
issued in exchange for any such indebtedness (clauses (a) through (c) hereof
being collectively referred to herein as "Debt"); provided, however, that the
following will not constitute Senior Indebtedness with respect to Senior
Subordinated Debt Securities: (1) any Debt as to which, in the instrument
evidencing such Debt or pursuant to which such Debt was issued, it is expressly
provided

7
<PAGE> 9
that such Debt is subordinate in right of payment to all Debt of the Company
not expressly subordinated to such Debt; (2) any Debt which by its terms refers
explicitly to the Senior Subordinated Debt Securities and states that such Debt
shall not be senior in right of payment; and (3) any Debt of the Company in
respect of the Senior Subordinated Debt Securities or any Subordinated Debt
Securities. The Company will not issue Debt which is subordinated in right of
payment to any other Debt of the Company and which is not expressly made pari
passu with, or subordinate and junior in right of payment to, the Senior
Subordinated Debt Securities.

The obligations of the Company pursuant to Subordinated Debt
Securities will be subordinate in right of payment to all Senior Indebtedness
of the Company and to any Senior Subordinated Debt Securities; provided,
however, that the following will not constitute Senior Indebtedness with
respect to Subordinated Debt Securities: (1) any Debt as to which, in the
instrument evidencing such Debt or pursuant to which such Debt was issued, it
is expressly provided that such Debt is subordinate in right of payment to all
Debt of the Company not expressly subordinated to such Debt; and (2) any Debt
of the Company in respect of Subordinated Debt Securities and any Debt which by
its terms refers explicitly to the Subordinated Debt Securities and states that
such Debt shall not be senior in right of payment.

No payment pursuant to the Senior Subordinated Debt Securities or the
Subordinated Debt Securities, as the case may be, may be made unless all
amounts of principal, premium, if any, and interest then due on all applicable
Senior Indebtedness of the Company shall have been paid in full or if there
shall have occurred and be continuing beyond any applicable grace period a
default in any payment with respect to any such Senior Indebtedness, or if
there shall have occurred any event of default with respect to any such Senior
Indebtedness permitting the holders thereof to accelerate the maturity thereof,
or if any judicial proceeding shall be pending with respect to any such
default. However, the Company may make payments pursuant to the Senior
Subordinated Debt Securities or the Subordinated Debt Securities, as the case
may be, if a default in payment or an event of default with respect to the
Senior Indebtedness permitting the holder thereof to accelerate the maturity
thereof has occurred and is continuing and judicial proceedings with respect
thereto have not been commenced within a certain number of days of such default
in payment or event of default. Upon any distribution of the assets of the
Company upon dissolution, winding-up, liquidation or reorganization, the
holders of Senior Indebtedness of the Company will be entitled to receive
payment in full of principal, premium, if any, and interest (including interest
accruing subsequent to the commencement of any proceeding for the bankruptcy or
reorganization of the Company under any applicable bankruptcy, insolvency or
similar law now or hereafter in effect) before any payment is made on the
Senior Subordinated Debt Securities or Subordinated Debt Securities, as
applicable. By reason of such subordination, in the event of insolvency of the
Company, holders of Senior Indebtedness of the Company may receive more,
ratably, and holders of the Senior Subordinated Debt Securities or Subordinated
Debt Securities, as applicable, having a claim pursuant to the Senior
Subordinated Debt Securities or Subordinated Debt Securities, as applicable,
may receive less, ratably, than the other creditors of the Company. Such
subordination will not prevent the occurrence of any event of default (an
"Event of Default") in respect of the Senior Subordinated Debt Securities or
the Subordinated Debt Securities.

If the Company offers Debt Securities, the applicable Prospectus
Supplement will set forth the aggregate amount of outstanding indebtedness, if
any, as of the most recent practicable date that by the terms of such Debt
Securities would be senior to such Debt Securities. The applicable Prospectus
Supplement will also set forth any limitation on the issuance by the Company of
any additional senior indebtedness.

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CONVERSION RIGHTS

The terms, if any, on which Debt Securities of a series may be
exchanged for or converted into shares of Common Stock or Preferred Stock will
be set forth in the Prospectus Supplement relating thereto.

EXCHANGE, REGISTRATION, TRANSFER AND PAYMENT

Unless otherwise specified in the applicable Prospectus Supplement,
payment of principal, premium, if any, and any interest on the Debt Securities
will be payable, and the exchange of and the transfer of Debt Securities will
be registerable, at the office of the Trustee or at any other office or agency
maintained by the Company for such purpose subject to the limitations of the
Indenture. Unless otherwise indicated in the applicable Prospectus Supplement,
the Debt Securities will be issued in denominations of U.S. $1,000 or integral
multiples thereof. No service charge will be made for any registration of
transfer or exchange of the Debt Securities, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge
imposed in connection therewith.

BOOK-ENTRY DEBT SECURITIES

The Debt Securities of a series may be issued in the form of one or
more Global Securities (the "Global Securities") that will be deposited with a
depositary or its nominee identified in the applicable Prospectus Supplement.
In such a case, one or more Global Securities will be issued in a denomination
or aggregate denominations equal to the portion of the aggregate principal
amount of outstanding Debt Securities of the series to be represented by such
Global Security or Securities. Each Global Security will be deposited with
such depositary or nominee or a custodian therefor and will bear a legend
regarding the restrictions on exchanges and registration of transfer thereof
referred to below and any such other matters as may be provided for pursuant to
the applicable Indenture.

Notwithstanding any provision of the Indenture or any Debt Security
described herein, no Global Security may be transferred to, or registered or
exchanged for Debt Securities registered in the name of, any person other than
the depositary for such Global Security or any nominee of such depositary, and
no such transfer may be registered, unless (i) the depositary has notified the
Company that it is unwilling or unable to continue as depositary for such
Global Security or has ceased to be qualified to act as such as required by the
applicable Indenture, (ii) the Company executes and delivers to the Trustee an
order that such Global Security shall be so transferable, registrable and
exchangeable, and such transfers shall be registrable, or (iii) there shall
exist such circumstances, if any, as may be described in the applicable
Prospectus Supplement. All Debt Securities issued in exchange for a Global
Security or any portion thereof will be registered in such names as the
depositary may direct.

The specific terms of the depositary arrangement with respect to any
portion of a series of Debt Securities to be represented by a Global Security
will be described in the applicable Prospectus Supplement. The Company expects
that the following provisions will apply to depositary arrangements.

Unless otherwise specified in the applicable Prospectus Supplement,
Debt Securities which are to be represented by a Global Security to be
deposited with or on behalf of a depositary will be represented by a Global
Security registered in the name of such depositary or its nominee. Upon the
issuance of such Global Security and the deposit of such Global Security with
or on behalf of the depositary for such Global Security, the depositary will
credit, on its book-entry registration and transfer system, the respective
principal amounts of the Debt Securities represented by such Global Security to
the accounts of institutions that have accounts with such depositary or its
nominee ("participants"). The accounts to be credited will be designated by
the underwriters or agents of such Debt Securities or by the Company, if such
Debt Securities are offered and sold directly by the Company. Ownership of
beneficial interests in such Global Security will be limited to participants or
persons that may hold interests through participants. Ownership of beneficial
interests by participants in such Global Security

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will be shown on, and the transfer of that ownership interest will be effected
only through, records maintained by the depositary or its nominee for such
Global Security. Ownership of beneficial interests in such Global Security by
persons that hold through participants will be shown on, and the transfer of
that ownership interest within such participant will be effected only through,
records maintained by such participant. The laws of some jurisdictions require
that certain purchasers of securities take physical delivery of such securities
in certificated form. The foregoing limitations and such laws may impair the
ability to transfer beneficial interests in such Global Securities.

So long as the depositary for a Global Security, or its nominee, is
the registered owner of such Global Security, such depositary or such nominee,
as the case may be, will be considered the sole owner or holder of the Debt
Securities represented by such Global Security for all purposes under the
Indenture. Unless otherwise specified in the applicable Prospectus Supplement,
owners of beneficial interests in such Global Security will not be entitled to
have Debt Securities of the series represented by such Global Security
registered in their names, will not receive or be entitled to receive physical
delivery of Debt Securities of such series in certified form and will not be
considered the holders thereof for any purposes under the Indenture.
Accordingly, each person owning a beneficial interest in such Global Security
must rely on the procedures of the depositary and, if such person is not a
participant, on the procedures of the participant through which such person
owns its interest, to exercise any rights of a holder under the Indenture. If
the Company requests any action of holders or an owner of a beneficial interest
in such Global Security desires to give any notice or take any action a holder
is entitled to give or take under the Indenture, the depositary will authorize
the participants to give such notice or take such action, and participants
would authorize beneficial owners owning through such participants to give such
notice or take such action or would otherwise act upon the instructions of
beneficial owners owning through them.

Notwithstanding any other provisions to the contrary in the Indenture,
the rights of the beneficial owners of the Debt Securities to receive payment
of the principal and premium, if any, of and interest on such Debt Securities,
on or after the respective due dates expressed in such Debt Securities, or to
institute suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of the
beneficial owners.

Principal of and any interest on a Global Security will be payable in
the manner described in the applicable Prospectus Supplement.

CONSOLIDATION, MERGER AND SALE OF ASSETS

The Company may not consolidate with or merge with or into, or sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially
all of its property or assets to any person unless (a) the Company is the
surviving corporation or the entity or the person formed by or surviving any
such consolidation or merger (if other than the Company) or to which such sale,
assignment, transfer, lease, conveyance or other disposition shall have been
made is a corporation organized and existing under the laws of the United
States, any state thereof or the District of Columbia; (b) the entity or person
formed by or surviving any such consolidation or merger (if other than the
Company) or the entity or person to which such sale, assignment, transfer,
lease, conveyance or other disposition shall have been made assumes all the
obligations of the Company under the Debt Securities and the Indenture; and (c)
immediately prior to and after the transaction no Default or Event of Default
exists.

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Except as may be described in a Prospectus Supplement applicable to a
particular series of Debt Securities, there are no covenants or other
provisions in the Indenture providing for a put or increased interest or
otherwise that would afford holders of Debt Securities additional protection in
the event of a recapitalization transaction, a change of control of the Company
or a highly leveraged transaction.

COVENANTS OF THE COMPANY

Unless otherwise indicated in this Prospectus or a Prospectus
Supplement, the Debt Securities will not have the benefit of any covenants that
limit or restrict the Company's business or operations, the pledging of the
Company's assets or the incurrence of indebtedness by the Company.

The applicable Prospectus Supplement will describe any material
covenants in respect of a series of Offered Debt Securities. Other than the
covenants of the Company included in the Indenture as described above or as
described in the applicable Prospectus Supplement, the Indenture will not
provide holders of Debt Securities protection in the event of a
highly-leveraged transaction, reorganization, restructuring, merger or similar
transaction involving the Company which could adversely affect holders of Debt
Securities.

EVENTS OF DEFAULT

Unless otherwise specified in the applicable Prospectus Supplement,
the following will constitute Events of Default under the Indenture with
respect to Debt Securities of any series: (a) failure to pay principal of any
Debt Security of that series when due and payable at maturity, upon redemption
or otherwise; (b) failure to pay any interest on any Debt Security of that
series when due, and the Default continues for 30 days; (c) an Event of
Default, as defined in the Debt Securities of that series, occurs and is
continuing, or the Company fails to comply with any of its other agreements in
the Debt Securities of that series or in the Indenture with respect to that
series and the Default continues for the period and after the notice provided
therein (and described below); and (d) certain events of bankruptcy, insolvency
or reorganization. A Default under clause (c) above is not an Event of Default
with respect to a particular series of Securities until the Trustee or the
holders of at least 25% in principal amount of the then outstanding Securities
of that series notify the Company of the Default and the Company does not cure
the Default within 30 days after receipt of the notice. The notice must
specify the Default, demand that it be remedied and state that the notice is a
"Notice of Default."

If an Event of Default with respect to outstanding Debt Securities of
any series (other than an Event or Default relating to certain events of
bankruptcy, insolvency or reorganization) shall occur and be continuing, either
the Trustee or the holders of at least 25% in principal amount of the
outstanding Debt Securities of that series by notice, as provided in the
Indenture, may declare the unpaid principal amount (or, if the Debt Securities
of that series are Original Issue Discount Securities, such lesser amount as
may be specified in the terms of that series) of, and any accrued and unpaid
interest on, all Debt Securities of that series to be due and payable
immediately. However, at any time after a declaration of acceleration with
respect to Debt Securities of any series has been made, but before a judgment
or decree based on such acceleration has been obtained, the holders of a
majority in principal amount of the outstanding Debt Securities of that series
may, under certain circumstances, rescind and annul such acceleration. For
information as to waiver of defaults, see "Modification and Waiver" below.

The Indenture will provide that, subject to the duty of the Trustee
during an Event of Default to act with the required standard of care, the
Trustee will be under no obligation to exercise any of its rights or powers
under the applicable Indenture at the request or direction of any of the
holders, unless such holders shall have offered to the Trustee reasonable
security or indemnity. Subject to certain provisions, including those
requiring security or indemnification of the Trustee, the holders of a majority
in principal amount of the outstanding Debt Securities of any series will have
the right to direct the

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<PAGE> 13
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.

The Company will be required to furnish to the Trustee under the
Indenture annually a statement as to the performance by the Company of its
obligations under that Indenture and as to any default in such performance.

MODIFICATION AND WAIVER

Subject to certain exceptions, the Company and the Trustee may amend
the Indenture or the Debt Securities with the written consent of the holders of
a majority in principal amount of the then outstanding Debt Securities of each
series affected by the amendment with each series voting as a separate class.
The holders of a majority in principal amount of the then outstanding Debt
Securities of any series may also waive compliance in a particular instance by
the Company with any provision of the Indenture with respect to the Debt
Securities of that series; provided, however, that without the consent of each
holder of Debt Securities affected, an amendment or waiver may not (i) reduce
the percentage of the principal amount of Debt Securities whose holders must
consent to an amendment or waiver; (ii) reduce the rate or change the time for
payment of interest on any Debt Security (including default interest); (iii)
reduce the principal of or premium, if any, or change the fixed maturity of any
Debt Security, or reduce the amount of, or postpone the date fixed for,
redemption or the payment of any sinking fund or analogous obligation with
respect thereto; (iv) make any Debt Security payable in money other than that
stated in the Debt Security; (v) make any change in the provisions concerning
waivers of Default or Events of Default by holders or the rights of holders to
recover the principal of or interest on any Debt Security; or (vi) waive a
default in the payment of the principal of, premium, if any, or interest on,
any Debt Security, except as otherwise provided in the Indenture. The Company
and the Trustee may amend the Indenture or the Debt Securities without notice
to or the consent of any holder of a Debt Security: (i) to cure any ambiguity,
defect or inconsistency; (ii) to comply with the Indenture's provisions with
respect to successor corporations; (iii) to comply with any requirements of the
Commission in connection with the qualification of the Indenture under the TIA;
(iv) to provide for Debt Securities in addition to or in place of certificated
Debt Securities; (v) to add to, change or eliminate any of the provisions of
the Indenture in respect of one of more series of Debt Securities, provided,
however, that any such addition, change or elimination (A) shall neither (1)
apply to any Debt Security of any series created prior to the execution of such
amendment and entitled to the benefit of such provision, nor (2) modify the
rights of a holder of any such Debt Security with respect to such provision, or
(B) shall become effective only when there is no outstanding Debt Security of
any series created prior to such amendment and entitled to the benefit of such
provision; (vi) to make any change that does not adversely affect in any
material respect the interest on any holder; or (vii) to establish additional
series of Debt Securities as permitted by the Indenture.

Subject to certain exceptions, the holders of a majority in principal
amount of the then outstanding Debt Securities of any series, by notice to the
Trustee, may waive an existing Default or Event of Default and its consequences
except a Default or Event of Default in the payment of the principal of or
interest on any Debt Security with respect to the Debt Securities of that
series.

TERMINATION OF THE COMPANY'S OBLIGATIONS UNDER THE DEBT SECURITIES AND THE
INDENTURE

Except as otherwise described below, the Company may terminate its
obligations under the Debt Securities and the Indenture with respect to the
Debt Securities if:

(a) all previously authenticated and delivered (other than
destroyed, lost or stolen Debt Securities which have been replaced or Debt
Securities which are paid or Debt Securities for whose payment money or
securities has theretofore been held in trust and thereafter repaid to the
Company) have been delivered to the Trustee for cancellation and the Company
has paid all sums payable by it under the Indenture; or

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<PAGE> 14
(b) (1) the Debt Securities mature within one year; and

(2) the Company irrevocably deposits in trust with
the Trustee during such one-year period, under the terms of an irrevocable
trust agreement in form and substance satisfactory to the Trustee, as trust
funds solely for the benefit of the holders of Debt Securities for that
purpose, money or U.S. Government Obligations, or a combination thereof, with
the U.S. Government Obligations maturing as to principal and interest in such
amounts and at such times as are sufficient, without consideration of any
reinvestment of such interest, to pay principal of and interest on the Debt
Securities to maturity and to pay all other sums payable by it under the
Indenture; or

(c) (1) the Company irrevocably deposits in trust with
the Trustee under the terms of an irrevocable trust agreement in form and
substance satisfactory to the Trustee, as trust funds solely for the benefit of
the holders of Debt Securities for that purpose, money or U.S. Government
Obligations, or a combination thereof, with the U.S. Government Obligations
maturing as to principal and interest in such amounts and at such times as are
sufficient, without consideration of any reinvestment of such interest, to pay
principal of and interest on the Debt Securities to maturity;

(2) the Company shall have delivered to the Trustee
(A) a ruling directed to the Trustee received from the Internal Revenue Service
to the effect that the holders of the Debt Securities will not recognize
income, gain or loss for federal income tax purposes as a result of the
Company's exercise of its option under this clause (c) and will be subject to
federal income tax on the same amount and in the same manner and at the same
times as would have been the case if such option had not been exercised, or (B)
an opinion of counsel to the same effect as the ruling described in subclause
(A) above accompanied by a ruling to that effect published by the Internal
Revenue Service, unless there has been a change in the applicable federal
income tax law since the date of the Indenture such that a ruling from the
Internal Revenue Service is no longer required;

(3) the Company has paid or caused to be paid all
sums then payable by the Company under the Indenture; and

(4) the Company has delivered to the Trustee an
officers' certificate and an opinion of counsel, each stating that all
conditions precedent provided for in this clause (c) relating to termination of
obligations of the Company have been complied with.

The Company's obligations under sections of the Indenture relating to
the registrar and the paying agent, their obligations, the maintenance of a
list of holders, transfers of Debt Securities, replacement of securities,
payment (together with payment obligations under the Debt Securities),
compensation and indemnity of the Trustee, replacement of the Trustee and
repayment to the Company of excess money held by the Trustee or the paying
agent, shall survive until the Debt Securities are no longer outstanding. If
the ruling from the Internal Revenue Service or opinion of counsel referred to
in clause (c)(2) above is based on or assumes that the Company's payment
obligations under the Indenture or its payment obligations under the Debt
Securities will continue (or is silent with respect thereto), then such
discharge shall constitute only a "covenant defeasance" and, consequently, the
Company shall remain liable for the payment of the Debt Securities. However,
if and when a ruling from the Internal Revenue Service or opinion of counsel
referred to in clause (c)(2) above is able to be provided specifically without
regard to, and not in reliance upon, the continuance of the Company's payment
obligations under the Indenture and its payment obligations under the Debt
Securities, then the Company's payment obligations under the Indenture and the
Debt Securities shall cease upon delivery to the Trustee of such ruling or
opinion of counsel and compliance with the other conditions precedent provided
for in clause (c) above relating to the satisfaction and discharge of the
Indenture. In such a case (a "legal defeasance") holders would be able to look
only to the trust fund for payment of principal or interest on the Debt
Securities.

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REGARDING THE TRUSTEES

The Trustee with respect to any series of Debt Securities will be
identified in the Prospectus Supplement relating to such Debt Securities. The
Indenture and provisions of the TIA incorporated by reference therein, contain
certain limitations on the rights of the Trustee, should it become a creditor
of the Company, to obtain payment of claims in certain cases, or to realize on
certain property received in respect of any such claim, as security or
otherwise. The Trustee and its affiliates engage in, and will be permitted to
continue to engage in, other transactions with the Company and its affiliates;
provided, however, that if it acquires any conflicting interest (as defined in
the TIA), it must eliminate such conflict or resign.

The holders of a majority in principal amount of the then outstanding
Debt Securities of any series will have the right to direct the time, method
and place of conducting any proceeding for exercising any remedy available to
the Trustee. The TIA and the Indenture provide that in case an Event of
Default shall occur (and be continuing), the Trustee will be required, in the
exercise of its rights and powers, to use the degree of care and skill of a
prudent man in the conduct of his own affairs. Subject to such provision, the
Trustee will be under no obligation to exercise any of its rights or powers
under the Indenture at the request of any of the holders of the Debt Securities
issued thereunder, unless they have offered to the Trustee indemnity
satisfactory to it.

DESCRIPTION OF PREFERRED STOCK

The following description of the terms of the Preferred Stock sets
forth certain general terms and provisions of the Preferred Stock to which any
Prospectus Supplement may relate. Certain other terms of any series of the
Preferred Stock offered by any Prospectus Supplement will be described in such
Prospectus Supplement. The description of certain provisions of the Preferred
Stock set forth below and in any Prospectus Supplement does not purport to be
complete and is subject to and qualified in its entirety by reference to the
Company's Articles of Incorporation, as amended (the "Articles of
Incorporation"), and the certificate of designation (a "Certificate of
Designation") relating to each series of the Preferred Stock which will be
filed with the Commission and incorporated by reference in the Registration
Statement of which this Prospectus is a part at or prior to the time of the
issuance of such series of the Preferred Stock. As of the date of this
Prospectus, the Company had no shares of Preferred Stock outstanding.

GENERAL

The Company has the authority to issue up to 10,000,000 shares of
preferred stock, $.0001 par value per share ("preferred stock of the Company,"
which term, as used herein, includes the Preferred Stock offered hereby).
Under the Certificate of Incorporation, the Board of Directors of the Company
is authorized without further stockholder action to designate and provide for
the issuance of such shares of preferred stock of the Company, in one or more
series, with such voting powers, full or limited, and with such designations,
preferences and relative participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, as shall be stated in the
resolution or resolutions providing for the issue of a series of such stock
adopted, at any time or from time to time, by the Board of Directors of the
Company (as used herein the term "Board of Directors of the Company" includes
any duly authorized committee thereof).

The Preferred Stock shall have the dividend, liquidation, redemption
and voting rights set forth below unless otherwise provided in a Prospectus
Supplement relating to a particular series of the Preferred Stock. Reference
is made to the Prospectus Supplement relating to the particular series of the
Preferred Stock offered thereby for specific terms, including: (i) the
designation and stated value per share of such Preferred Stock and the number
of shares offered; (ii) the amount of liquidation preference per share; (iii)
the initial public offering price at which such Preferred Stock will be issued;

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(iv) the dividend rate (or method of calculation), the dates on which dividends
shall be payable and the dates from which dividends shall commence to cumulate,
if any; (v) any redemption or sinking fund provisions; (vi) any conversion or
exchange rights; and (vii) any additional voting, dividend, liquidation,
redemption, sinking fund and other rights, preferences, privileges, limitations
and restrictions.

The Preferred Stock will, when issued, be fully paid and nonassessable
and will have no preemptive rights. The rights of the holders of each series
of the Preferred Stock will be subordinate to those of the Company's general
creditors.

DIVIDEND RIGHTS

Holders of the Preferred Stock of each series will be entitled to
receive, when, as and if declared by the Board of Directors of the Company, out
of funds of the Company legally available therefor, cash dividends on such
dates and at such rates as are set forth in, or as are determined by the method
described in, the Prospectus Supplement relating to such series of the
Preferred Stock. Such rate may be fixed or variable or both. Each such
dividend will be payable to the holders of record as they appear on the stock
books of the Company on such record dates, fixed by the Board of Directors of
the Company, as specified in the Prospectus Supplement relating to such series
of Preferred Stock.

Such dividends may be cumulative or noncumulative, as provided in the
Prospectus Supplement relating to such series of Preferred Stock. If the Board
of Directors of the Company fails to declare a dividend payable on a dividend
payment date on any series of Preferred Stock for which dividends are
noncumulative, then the right to receive a dividend in respect of the dividend
period ending on such dividend payment date will be lost, and the Company will
have no obligation to pay any dividend for such period, whether or not
dividends on such series are declared payable on any future dividend payment
dates. Dividends on the shares of each series of Preferred Stock for which
dividends are cumulative will accrue from the date on which the Company
initially issues shares of such series.

Unless otherwise specified in the applicable Prospectus Supplement, so
long as the shares of any series of the Preferred Stock are outstanding, unless
(i) full dividends (including if such Preferred Stock is cumulative, dividends
for prior dividend periods) have been paid or declared and set apart for
payment on all outstanding shares of the Preferred Stock of such series and all
other classes and series of preferred stock of the Company (other than Junior
Stock, as defined below) and (ii) the Company is not in default or in arrears
with respect to the mandatory or optional redemption or mandatory repurchase or
other mandatory retirement of, or with respect to any sinking or other
analogous funds for, any shares of Preferred Stock of such series or any shares
of any other preferred stock of the Company of any class or series (other than
Junior Stock), the Company may not declare any dividends on any shares of
Common Stock of the Company or any other stock of the Company ranking as to
dividends or distributions of assets junior to such series of Preferred Stock
(the Common Stock and any such other stock being herein referred to as "Junior
Stock"), or make any payment on account of, or set apart money for, the
purchase, redemption or other retirement of, or for a sinking or other
analogous fund for, any shares of Junior Stock or make any distribution in
respect thereof, whether in cash or property or in obligations of stock of the
Company, other than in Junior Stock which is neither convertible into, nor
exchangeable or exercisable for, any securities of the Company other than
Junior Stock.

LIQUIDATION PREFERENCES

Unless otherwise specified in the applicable Prospectus Supplement, in
the event of any liquidation, dissolution or winding up of the Company, whether
voluntary or involuntary, the holders of each series of the Preferred Stock
will be entitled to receive out of the assets of the Company available for
distribution to stockholders, before any distribution of assets is made to the
holders of Common Stock or any other shares of stock of the Company ranking
junior as to such distribution to such series of the Preferred Stock, the
amount set forth in the Prospectus Supplement relating to such

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series of the Preferred Stock. If, upon any voluntary or involuntary
liquidation, dissolution or winding up of the Company, the amounts payable with
respect to the Preferred Stock of any series and any other shares of preferred
stock of the Company (including any other series of the Preferred Stock)
ranking as to any such distribution on a parity with such series of the
Preferred Stock are not paid in full, the holders of the Preferred Stock of
such series and of such other shares of preferred stock of the Company will
share ratably in any such distribution of assets of the Company in proportion
to the full respective preferential amounts to which they are entitled. After
payment to the holders of the Preferred Stock of each series of the full
preferential amounts of the liquidating distribution to which they are
entitled, unless otherwise provided in the applicable Prospectus Supplement,
the holders of each such series of the Preferred Stock will be entitled to no
further participation in any distribution of assets by the Company.

REDEMPTION

A series of the Preferred Stock may be redeemable, in whole or from
time to time in part, at the option of the Company, and may be subject to
mandatory redemption pursuant to a sinking fund or otherwise, in each case upon
terms, at the times and at the redemption prices set forth in the Prospectus
Supplement relating to such series. Shares of the Preferred Stock redeemed by
the Company will be restored to the status of authorized but unissued shares of
preferred stock of the Company.

In the event that fewer than all of the outstanding shares of a series
of the Preferred Stock are to be redeemed, whether by mandatory or optional
redemption, the number of shares to be redeemed will be determined by lot or
pro rata (subject to rounding to avoid fractional shares) as may be determined
by the Company or by any other method as may be determined by the Company in
its sole discretion to be equitable. From and after the redemption date
(unless default is made by the Company in providing for the payment of the
redemption price plus cumulated and unpaid dividends, if any) dividends will
cease to accumulate on the shares of the Preferred Stock called for redemption
and all rights of the holders thereof (except the right to receive the
redemption price plus accumulated and unpaid dividends, if any) will cease.

Unless otherwise specified in the applicable Prospectus Supplement, so
long as any dividends on shares of any series of the Preferred Stock or any
other series of preferred stock of the Company ranking on a parity as to
dividends and distribution of assets with such series of the Preferred Stock
are in arrears, no shares of any such series of the Preferred Stock or such
other series of preferred stock of the Company will be redeemed (whether by
mandatory or optional redemption) unless all such shares are simultaneously
redeemed, and the Company will not purchase or otherwise acquire any such
shares; provided, however, that the foregoing will not prevent the purchase or
acquisition of share shares pursuant to a purchase or exchange offer made on
the same terms to holders of all such shares outstanding.

CONVERSION AND EXCHANGE RIGHTS

The terms, if any, on which shares of Preferred Stock of any series
may be exchanged for or converted into shares of Common Stock or another series
of Preferred Stock will be set forth in the Prospectus Supplement relating
thereto. Such terms may include provisions for conversion, either mandatory,
at the option of the holder, or at the option of the Company, in which case the
number of shares of Common Stock or the number of shares of another series of
Preferred Stock to be received by the holders of Preferred Stock would be
calculated as of a time and in the manner stated in the Prospectus Supplement.

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VOTING RIGHTS

Except as indicated in a Prospectus Supplement relating to a
particular series of the Preferred Stock, or except as required by applicable
law, the holders of the Preferred Stock will not be entitled to vote for any
purpose.

DESCRIPTION OF WARRANTS

The Company may issue Warrants to purchase Debt Securities ("Debt
Warrants"), as well as Warrants to purchase Preferred Stock or Common Stock
("Equity Warrants") (together, the "Warrants"). Warrants may be issued
independently or together with any Securities and may be attached to or
separate from such Securities. The Warrants are to be issued under warrant
agreements (each a "Warrant Agreement") to be entered into between the Company
and a bank or trust company, as warrant agent (the "Warrant Agent"), all as
shall be set forth in the Prospectus Supplement relating to Warrants being
offered pursuant thereto.

DEBT WARRANTS

The applicable Prospectus Supplement will describe the terms of Debt
Warrants offered thereby, the Warrant Agreement relating to such Debt Warrants
and the debt warrant certificates representing such Debt Warrants ("Debt
Warrant Certificates"), including the following: (1) the title of such Debt
Warrants; (2) the aggregate number of such Debt Warrants; (3) the price or
prices at which such Debt Warrants will be issued; (4) the designation,
aggregate principal amount and terms of the Debt Securities purchasable upon
exercise of such Debt Warrants, and the procedures and conditions relating to
the exercise of such Debt Warrants; (5) the designation and terms of any
related Debt Securities with which such Debt Warrants are issued, and the
number of such Debt Warrants issued with each such Debt Security; (6) the date,
if any, on and after which such Debt Warrants and the related Debt Securities
will be separately transferable; (7) the principal amount of Debt Securities
purchasable upon exercise of each Debt Warrant; (8) the date on which the right
to exercise such Debt Warrants will commence, and the date on which such right
will expire; (9) the maximum or minimum number of such Debt Warrants which may
be exercised at any time; (10) a discussion of any material federal income tax
considerations; and (11) any other terms of such Debt Warrants and terms,
procedures and limitations relating to the exercise of such Debt Warrants.

Debt Warrant Certificates will be exchangeable for new Debt Warrant
Certificates of different denominations, and Debt Warrants may be exercised at
the corporate trust office of the Warrant Agent or any other office indicated
in the Prospectus Supplement. Prior to the exercise of their Debt Warrants,
holders of Debt Warrants will not have any of the rights of holders of the Debt
Securities purchasable upon such exercise and will not be entitled to payment
of principal of or any premium, if any, or interest on the Debt Securities
purchasable upon such exercise.

EQUITY WARRANTS

The applicable Prospectus Supplement will describe the following terms
of Equity Warrants offered thereby: (1) the title of such Equity Warrants; (2)
the Securities (i.e. Preferred Stock or Common Stock) for which such Equity
Warrants are exercisable; (3) the price or prices at which such Equity Warrants
will be issued; (4) if applicable, the designation and terms of the Preferred
Stock or Common Stock with which such Equity Warrants are issued, and the
number of such Equity Warrants issued with each such share of Preferred Stock
or Common Stock; (5) if applicable, the date on and after which such Equity
Warrants and the related Preferred Stock or Common Stock will be separately
transferable; (6) if applicable, a discussion of any material federal income
tax

17
<PAGE> 19
considerations; and (7) any other terms of such Equity Warrants, including
terms, procedures and limitations relating to the exchange and exercise of such
Equity Warrants.

Holders of Equity Warrants will not be entitled, by virtue of being
such holders, to vote, to consent, to receive dividends, to receive notice as
stockholders with respect to any meeting of stockholders for the election of
directors of the Company or any other matter, or to exercise any rights
whatsoever as stockholders of the Company.

The exercise price payable and the number of shares of Common Stock of
Preferred Stock purchasable upon the exercise of each Equity Warrant will be
subject to adjustment in certain events, including the issuance of a stock
dividend to holders of Common Stock or Preferred Stock or a stock split,
reverse stock split, combination, subdivision or reclassification of Common
Stock or Preferred Stock. In lieu of adjusting the number of shares of Common
Stock or Preferred Stock purchasable upon exercise of each Equity Warrant, the
Company may elect to adjust the number of Equity Warrants. No adjustments in
the number of shares purchasable upon exercise of the Equity Warrants will be
required until cumulative adjustments require an adjustment of at least 1%
thereof. The Company may, at its option, reduce the exercise price at any
time. No fractional shares will be issued upon exercise of Equity Warrants,
but the Company will pay the cash value of any fractional shares otherwise
issuable. Notwithstanding the foregoing, in case of any consolidation, merger,
or sale or conveyance of the property of the Company as an entirety or
substantially as an entirety, the holder of each outstanding Equity Warrant
shall have the right to the kind and amount of shares of stock and other
securities and property (including cash) receivable by a holder of the number
of shares of Common Stock of Preferred Stock into which such Equity Warrant was
exercisable immediately prior thereto.

EXERCISE OF WARRANTS

Each Warrant will entitle the holder to purchase for cash such
principal amount of Securities at such exercise price as shall in each case be
set forth in, or be determinable as set forth in, the Prospectus Supplement
relating to the Warrants offered thereby. Warrants may be exercised at any
time up to the close of business on the expiration date set forth in the
Prospectus Supplement relating to the Warrants offered thereby. After the
close of business on the expiration date, unexercised Warrants will become
void.

Warrants may be exercised as set forth in the Prospectus Supplement
relating to the Warrants offered thereby. Upon receipt of payment and the
warrant certificate properly completed and duly executed at the corporate trust
office of the Warrant Agent or any other office indicated in the Prospectus
Supplement, the Company will, as soon as practicable, forward the Securities
purchasable upon such exercise. If less than all of the Warrants represented
by such warrant certificate are exercised, a new warrant certificate will be
issued for the remaining Warrants.

18
<PAGE> 20
PLAN OF DISTRIBUTION

The Company may sell the Securities to one or more underwriters, for
offering and sale in the United States, Canada or elsewhere by them or may sell
the Securities to investors directly or through agents. Any such underwriter
or agent involved in the offer and sale of Securities will be named in the
applicable Prospectus Supplement. The Company has reserved the right to sell
Securities directly to investors on its own behalf in those jurisdictions where
and in such manner as it is authorized to do so.

Underwriters may offer and sell Securities at a fixed price or prices,
which may be changed, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices. The
Company also may, from time to time, authorize dealers, acting as the Company's
agents, to offer and sell Securities upon the terms and conditions as are set
forth in the applicable Prospectus Supplement. In connection with the sale of
Securities, underwriters may receive compensation from the Company in the form
of underwriting discounts or commissions and may also receive commissions from
purchasers of the Securities for whom they may act as agent. Underwriters may
sell Securities to or through dealers, and such dealers may receive
compensation in the form of discounts, concessions or commissions from the
underwriters and/or commissions from the purchasers for whom they may act as
agent.

Any underwriting compensation paid by the Company to underwriters or
agents in connection with the offering of Securities, and any discounts,
concessions or commissions allowed by underwriters to participating dealers,
will be set forth in the applicable Prospectus Supplement. Dealers and agents
participating in the distribution of Securities may be deemed to be
underwriters, and any discounts and commissions received by them and any profit
realized by them on resale of the Securities may be deemed to be underwriting
discounts and commissions. Underwriters, dealers and agents may be entitled,
under agreements entered into with the Company, to indemnification against and
contribution toward certain civil liabilities, including liabilities under the
Securities Act of 1933 and securities legislation of certain provinces of
Canada.

If so indicated in the Prospectus Supplement, the Company will
authorize dealers acting as the Company's agents to solicit offers by certain
institutions to purchase the Securities from the Company at the public offering
price set forth in the applicable Prospectus Supplement pursuant to delayed
delivery contracts ("Contracts") providing for payment and delivery on the date
or dates stated in such Prospectus Supplement. Each Contract will be for an
amount not less than the amounts stated in the applicable Prospectus
Supplement. Institutions with whom Contracts, when authorized, may be made
include commercial and savings banks, insurance companies, pension funds,
investment companies, educational and charitable institutions, and other
institutions but will in all cases be subject to the approval of the Company.
Contracts will not be subject to any conditions except (i) the purchase by the
institution of the Securities covered by its Contract shall not at the time of
delivery be prohibited under the laws of any jurisdiction in the United States
to which such institution is subject and (ii) if the Securities are being sold
to underwriters, the Company shall have sold to such underwriters the total
amount specified in the applicable Prospectus Supplement. A commission
indicated in the applicable Prospectus Supplement will be paid to underwriters
and agents soliciting purchases of Securities pursuant to Contracts accepted by
the Company.

To facilitate an offering of a series of Securities, certain persons
participating in the offering may engage in transactions that stabilize,
maintain, or otherwise affect the price of the Securities. This may include
over- allotments or short sales of the Securities, which involves the sale by
persons participating in the offering of more Securities than have been sold to
them by the Company. In such circumstances, such persons would cover such
over- allotments or short positions by purchasing in the open market or by
exercising the over-allotment option granted to such persons. In addition,
such persons may stabilize or maintain the price of the Securities by bidding
for or purchasing

19
<PAGE> 21
Securities in the open market or by imposing penalty bids, whereby selling
concessions allowed to dealers participating in any such offering may be
reclaimed if Securities sold by them are repurchased in connection with
stabilization transactions. The effect of these transactions may be to
stabilize or maintain the market price of the Securities at a level above that
which might otherwise prevail in the open market. Such transactions, if
commenced, may be discontinued at any time.

LEGAL MATTERS

Certain legal matters with respect to the Securities offered hereby
will be passed upon for the Company by Latham & Watkins, San Francisco,
California with respect to matters of United States law and McCarthy Tetrault,
Toronto, Ontario with respect to matters of Canadian law. Certain legal
matters will be passed upon for any agents or underwriters by counsel for such
agents or underwriters identified in the applicable Prospectus Supplement.

EXPERTS

The financial statements of Getchell Gold Corporation as of December
31, 1996 and December 31, 1995, and for the year ended December 31, 1996, the
six-month period ended December 31, 1995, and the fiscal years ended June 30,
1995 and June 30, 1994 have been incorporated by reference in this registration
statement in reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.

20
<PAGE> 22

NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THIS OFFERING
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN SO
AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY BY ANYONE IN
ANY JURISDICTION IN WHICH SUCH OFFER TO SELL IS NOT AUTHORIZED, OR IN WHICH THE
PERSON IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR
THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
ITS DATE.

_______________________

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Information Incorporated by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Ratios of Earnings to Fixed Charges and
Earnings to Combined Fixed Charges and
Preferred Stock Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
General Description of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Description of Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Description of Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Description of Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
</TABLE>

GETCHELL GOLD CORPORATION

$300,000,000

DEBT SECURITIES
PREFERRED STOCK
COMMON STOCK
EQUITY WARRANTS
DEBT WARRANTS

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

PROSPECTUS

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

_______________, 1997

<PAGE> 23
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The expenses to be paid by the Company in connection with the
distribution of the securities being registered are as set forth in the
following table:

<TABLE>
<S> <C>
Securities and Exchange Commission Fee . . . . . . . . . . . . . . . . . . . . . . . . $ 89,449
*Printing and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 30,000
*Accounting Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 40,000
*Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 50,000
*Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 10,551
--------

*Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $220,000
========
</TABLE>
_______________
*Estimated.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company is a Delaware corporation. The Company has the power,
pursuant to Sections 102 and 145 of the Delaware General Corporation Law, to
limit the liability of its directors from certain breaches of fiduciary duty
and to indemnify its directors, officers and other persons for certain acts.

Articles XI and XII of the Company's Certificate of Incorporation
provide as follows:

ARTICLE XI

INDEMNIFICATION

(1) Action Not By or on Behalf of Corporation. The Corporation
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the Corporation) by reason of the fact that he is or was
a director, officer, employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee or agent of
another Corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), fees, judgments, fines, and
amounts paid in settlement, actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in, good faith and
in a manner reasonably believed to be in or not opposed to the best interests
of the Corporation, and with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

(2) Action By or on Behalf of Corporation. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of
the Corporation to procedure a judgment in its favor by reason of

II-1
<PAGE> 24
the fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another Corporation, partnership, joint
venture, trust, or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, except that indemnification may not be
made for any claim, issue or matter as to which such a person shall have been
adjudged by a court of competent jurisdiction, after exhaustion of all appeals
therefrom, to be liable to the Corporation or for amounts paid in settlement to
the Corporation unless and only to the extent that the court in which the
action or suit was brought or other court of competent jurisdiction determines
upon application that, in view of all of the circumstances of the case, the
person is fairly and reasonably entitled to indemnity for such expenses as the
court deems proper.

(3) Successful Defense. To the extent that a director, officer,
employee or agent of the Corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Section 1
or 2 of this Article XI, or in defense or any claim, issue or matter therein,
he must be indemnified by the Corporation against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection with the
defense.

(4) Determination of Right to Indemnification in Certain
Circumstances. Any indemnification under Section 1 or 2 of this Article XI,
unless ordered by a court or advanced pursuant to this Article XI, must be made
by the Corporation only as authorized in the specified case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances. The determination must be made by the
Stockholders, the Board of Directors by a majority vote of a quorum consisting
of directors who were not parties to the act, suit or proceeding, or if a
majority vote of a quorum of directors who were not parties to the act, suit or
proceeding so orders, by independent legal counsel in a written opinion, or if
a quorum consisting of directors who were not parties to the act, suit or
proceeding cannot be obtained, by independent legal counsel in a written
opinion.

(5) Advance Payment of Expenses. Expenses of officers and
directors incurred in defending a civil or criminal action, suit or proceeding
must be paid by the Corporation as they are incurred and in advance of the
final disposition of the action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director or officer to repay the amount if
it is ultimately determined by a court of competent jurisdiction that he is not
entitled to be indemnified by the Corporation as authorized in this Article.
The provisions of this subsection (5) of this Article XI shall not affect any
rights to advancement of expenses to which corporate personnel other than
directors or officers may be entitled under any contract or otherwise by law.

(6) Not Exclusive.

(a) The indemnification and advancement of expenses
authorized in or ordered by a court pursuant to any other section of this
Article XI or any provision of law:

(i) does not exclude an other rights to which a
person seeking indemnification or advancement of expenses may be entitled under
the Certificate of Incorporation or any statute, by-law, agreement, vote of
stockholders or disinterested directors or otherwise, for either an action in
his official capacity or an action in another capacity while holding his
office, except that indemnification, unless ordered by a court pursuant to
subsection 2 of this Article XI or for the advancement of expenses made
pursuant to this Article XI may not be made to or on behalf of any director or
officer if a final adjudication establishes that his acts or omissions involved
intentional misconduct, fraud or a knowing violation of the law and was
material to the cause of action.

II-2
<PAGE> 25
(ii) continues for a person who has ceased to be a
director, officer, employee or agent and inures to the benefit of the heirs,
executors and administrators of such a person.

(b) Without limiting the foregoing, the Corporation is
authorized to enter into an agreement with any director, officer, employee or
agent of the Corporation providing indemnification for such person against
expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement that result from any threatened, pending or completed action, suit,
or proceeding, whether civil, criminal, administrative or investigative,
including any action by or in the right of the Corporation, that arises by
reason of the fact that such person is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, to the full extent
allowed by law, except that no such agreement shall provide for indemnification
for any actions that constitute fraud, actual dishonesty or willful misconduct.

(7) Insurance. The Corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise for any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of this Article XI.

(8) Certain Definitions. For the purposes of this Article XI, (a)
any director, officer, employee or agent of the Corporation who shall serve as
a director, officer, employee or agent of any other corporation, joint venture
trust or other enterprise of which the Corporation, directly or indirectly, is
or was a stockholder or creditor, or in which the Corporation is or was in any
way interested, or (b) any director, officer, employee or agent of any
subsidiary corporation, joint venture, trust or other enterprise wholly owned
by the Corporation, shall be deemed to be serving as such director, officer,
employee or agent at the request of the Corporation, unless the Board of
Directors of the Corporation shall determine otherwise. In all other instances
where any person shall serve as a director, officer, employee or agent of
another corporation, joint venture, trust or other enterprise of which the
Corporation is or was a stockholder or creditor, or in which it is or was
otherwise interested, if it is not otherwise established that such person is or
was serving as such director, officer, employee or agent at the request of the
Corporation, the Board of Directors of the Corporation may determine whether
such service is or was at the request of the Corporation, and it shall not be
necessary to show any actual or prior request for such service. For purposes
of this Article XI, references to a corporation include all constituent
corporations absorbed in a consolidation or merger as well as the resulting or
surviving corporation so that any person who is or was a director, officer,
employee or agent of such a constituent corporation or is or was serving at the
request of such constituent corporation as a director, officer, employee or
agent of another corporation, joint venture, trust or other enterprise shall
stand in the same position under the provisions of this Article XI with respect
to the resulting or surviving corporation as he would if he had served the
resulting or surviving corporation in the same capacity. For purposes of this
Article XI, references to "other enterprises" shall include employee benefit
plans; references to "fines" shall include any excise taxes assessed on a
person with respect to an employee benefit plan; and references to "serving at
the request of the Corporation" shall include any service as a director,
officer, employee or agent of the Corporation which imposes duties on, or
involves services by, such director, officer, employee, or agent with respect
to an employee benefit plan, its participants, or beneficiaries; and a person
who acted in good faith and in a manner he reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best interests of
the Corporation" as referred to in this Article XI.

II-3
<PAGE> 26
ARTICLE XII

LIMITATION ON PERSONAL LIABILITY FOR
DIRECTORS

A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of a fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law or (iv) for any transaction from which the director derived any
improper personal benefit. If the Delaware General Corporation Law is amended
hereafter to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the Delaware General Corporation Law, as so amended.

Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(A) EXHIBITS:

4(c) Company Resolutions authorizing the 1988-A Series
Convertible Preferred Stock, effective July 13, 1988, which
were filed as Exhibit 4(c) to the Company's Annual Report on
Form 10-K for the fiscal year ended June 30, 1988, are
incorporated by reference.

4(d) Company Resolutions authorizing the 1989-A Series
Convertible Preferred Stock, effective August 9, 1989, which
were filed as Exhibit 4(f) to the Company's Annual Report on
Form 10-K for the year ended June 30, 1989, are incorporated
herein by reference.

4(e) Company Resolutions authorizing the 1989-B Series
Convertible Preferred Stock, effective November 2, 1989,
which were filed as Exhibit 4.1 to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30,
1989, are incorporated herein by reference.

4(f) Company Resolutions authorizing the 1990-A Series
Convertible Preferred Stock, effective August 8, 1990, which
were filed as Exhibit 4(f) to the Company's Annual Report on
Form 10-K for the fiscal year ended June 30, 1990, are
incorporated herein by reference.

4(g) Company Resolutions authorizing the Company's 1990-B and
1990-C Series Convertible Preferred Stock, effective
November 1, 1990 and November 2, 1990, respectively, which
were filed as Exhibit 4.1 to the Company's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1990, are
incorporated herein by reference.

4(h) Company Resolutions authorizing the 1991-A Series
Convertible Preferred Stock, effective August 14, 1991,
which were filed as Exhibit 4(h) to the Company's Annual
Report on Form 10-K for the fiscal year ended June 30, 1991,
are incorporated herein by reference.

II-4
<PAGE> 27
4(i) Company Resolutions authorizing the 1991-B Series
Convertible Preferred Stock, effective November 7, 1991,
which were filed as Exhibit 4.1 to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30,
1991, are incorporated herein by reference.

4(j) Company Resolutions authorizing the 1992-A Series
Convertible Preferred Stock, effective November 5, 1992,
which were filed as Exhibit 4 to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30,
1992, are incorporated herein by reference.

4(k) Company Resolutions authorizing the 1993-A Series
Convertible Preferred Stock, effective November 4, 1993,
which were filed as Exhibit 4 to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30,
1993, are incorporated herein by reference.

4(l) Amended and Restated Rights Agreement between the Company
and Harris Trust and Savings Bank, dated as of December 31,
1996, which was filed as Exhibit 4(l) to the Company's
Annual Report on Form 10-K for the year ended December 31,
1996, and is incorporated herein by reference.

4(m) Form of Indenture.

5(a) Opinion of Latham & Watkins.

12 Computation of Ratios of Earnings to Fixed Charges.

23(a) Consent of KPMG Peat Marwick LLP.

23(b) Consent of Latham & Watkins (included in Exhibit 5(a)).

24 Power of Attorney (included on page II-8).

II-5
<PAGE> 28
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;

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

provided, however, that the information required to be included in a
post-effective amendment by paragraphs (a)(1)(i) and (a)(1)(ii) above may be
contained in periodic reports filed by the registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.

(2) That, for the purpose 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 therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(3) 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.

(b) The undersigned registrant hereby undertakes 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 section 15(d) of
the Securities Exchange Act of 1934 and (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 the
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.

II-6
<PAGE> 29

(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions or otherwise,
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 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 whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.

(j) The undersigned registrant hereby undertakes to file an
application for the purpose of determining the eligibility of the trustee to
act under Subsection (a) of Section 310 of the Trust Indenture Act (the "Act")
in accordance with the rules and regulations prescribed by the Commission under
Section 305(b)(2) of the Act.

II-7
<PAGE> 30
SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
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 ENGLEWOOD, STATE OF COLORADO ON JUNE 25, 1997.

Getchell Gold Corporation

By /s/ G.W. THOMPSON
----------------------------------
G.W. Thompson, President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints G.W. Thompson and J. Kelley
Williams, and each of them, their true and lawful attorneys and agents, with
full power of substitution, each with power to act alone, to sign and execute
on behalf of the undersigned any and all amendments (including without
limitation any post-effective amendments and amendments thereto) to this
Registration Statement on Form S-3, requests to accelerate the effectiveness of
this Registration Statement, and any registration statement for the same
offering that is to be effective under Rule 462(b) of the Securities Act, and
to perform any acts necessary in order to file the same, with all exhibits
thereto and other documents in connection therewith with the Securities and
Exchange Commission, and each of the undersigned does hereby ratify and confirm
all that said attorneys and agents, or their or his or her substitutes, shall
do or cause to be done by virtue hereof.

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY EACH OF THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ G.W. THOMPSON President and Chief Executive June 25, 1997
--------------------------------------------
G.W. Thompson Officer (Principal Executive
Officer) and Director

/s/ DONALD S. ROBSON Vice President and June 25, 1997
--------------------------------------------
Donald S. Robson Chief Financial Officer
(Principal Financial Officer)

/s/ ROGER D. PALMER Controller (Principal June 25, 1997
--------------------------------------------
Roger D. Palmer Accounting Officer)

/s/ J. KELLEY WILLIAMS Director and Chairman of the June 25, 1997
--------------------------------------------
J. Kelley Williams Board of Directors

/s/ WALTER A. DREXEL Director June 25, 1997
--------------------------------------------
Walter A. Drexel

/s/ ROBERT C. HORTON Director June 25, 1997
--------------------------------------------
Robert C. Horton

/s/ PETE INGERSOLL Director June 25, 1997
--------------------------------------------
Pete Ingersoll
</TABLE>

II-8
<PAGE> 31
<TABLE>
<S> <C> <C>
/s/ JOHN RACICH Director June 25, 1997
--------------------------------------------
John Racich

/s/ CHARLIE E. STOTT, JR. Director June 25, 1997
--------------------------------------------
Charlie E. Stott, Jr.

/s/ R. M. SUMMERFORD Director June 25, 1997
--------------------------------------------
R. M. Summerford

/s/ ALLEN WINTERS Director June 25, 1997
--------------------------------------------
Allen Winters

/s/ ROBERT L. ZERGA Director June 25, 1997
--------------------------------------------
Robert L. Zerga
</TABLE>

II-9

<PAGE> 32
EXHIBIT INDEX

4(i) Company Resolutions authorizing the 1991-B Series
Convertible Preferred Stock, effective November 7, 1991,
which were filed as Exhibit 4.1 to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30,
1991, are incorporated herein by reference.

4(m) Form of Indenture.

5(a) Opinion of Latham & Watkins.

12 Computation of Ratios of Earnings to Fixed Charges.
<PAGE> 33
23(a) Consent of KPMG Peat Marwick LLP.

23(b) Consent of Latham & Watkins (included in Exhibit 5(a)).

24 Power of Attorney (included on page II-8).

<PAGE> 1

EXHIBIT 4(m)

Getchell Gold Corporation
as Issuer

and

[ ],
as Trustee

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

INDENTURE

dated as of
-----------, ----

---------------------------------
<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
<S> <C> <C>
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.01. Certain Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.02. Other Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.03. Incorporation by Reference of Trust Indenture Act. . . . . . . . . . . . . . . . . . . . . 4
Section 1.04. Rules of Construction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

ARTICLE 2 THE SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 2.01. Unlimited In Amount, Issuable In Series, Form and Dating. . . . . . . . . . . . . . . . . . 5
Section 2.02. Execution and Authentication . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 2.03. Registrar and Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 2.04. Paying Agent to Hold Money in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 2.05. Securityholder Lists . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 2.06. Transfer and Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 2.07. Replacement Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 2.08. Outstanding Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 2.09. Treasury Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 2.10. Temporary Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 2.11. Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 2.12. Defaulted Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 2.13. Special Record Dates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

ARTICLE 3 REDEMPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 3.01. Notices to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 3.02. Selection of Securities to Be Redeemed . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 3.03. Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 3.04. Effect of Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 3.05. Deposit of Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 3.06. Securities Redeemed in Part . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE 4 COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 4.01. Payment of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 4.02. Maintenance of Office or Agency. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 4.03. Commission Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 4.04. Compliance Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 4.05. Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 4.06. Stay, Extension and Usury Laws. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 4.07. Corporate Existence. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
</TABLE>

i
<PAGE> 3
<TABLE>
<CAPTION>
Page
<S> <C> <C>
Section 4.08. Payments for Consent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 4.09. Limitation on Liens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 4.10. Limitation on Sale and Lease-Back. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE 5 SUCCESSORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 5.01. When Company May Merge, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 5.02. Successor Corporation Substituted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

ARTICLE 6 DEFAULTS AND REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 6.01. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 6.02. Acceleration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 6.03. Other Remedies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 6.04. Waiver of Past Defaults. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 6.05. Control by Majority. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 6.06. Limitation on Suits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 6.07. Rights of Holders to Receive Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 6.08. Collection Suit by Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 6.09. Trustee May File Proofs of Claim. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 6.10. Priorities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 6.11. Undertaking for Costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

ARTICLE 7 TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 7.01. Duties of Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 7.02. Rights of Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 7.03. Individual Rights of Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 7.04. Trustee's Disclaimer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 7.05. Notice of Defaults. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 7.06. Reports by Trustee to Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 7.07. Compensation and Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 7.08. Replacement of Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 7.09. Successor Trustee by Merger, etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 7.10. Eligibility; Disqualification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 7.11. Preferential Collection of Claims Against Company. . . . . . . . . . . . . . . . . . . . . 30

ARTICLE 8 DISCHARGE OF INDENTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 8.01. Termination of Company's Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 8.02. Application of Trust Money . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 8.03. Repayment to Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

ARTICLE 9 SUPPLEMENTS, AMENDMENTS AND WAIVERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 9.01. Without Consent of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
</TABLE>

ii
<PAGE> 4
<TABLE>
<CAPTION>
Page
<S> <C> <C>
Section 9.02. With Consent of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 9.03. Revocation and Effect of Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 9.04. Notation on or Exchange of Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 9.05. Trustee to Sign Amendments, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

ARTICLE 10 MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 10.01. Indenture Subject to Trust Indenture Act. . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 10.02. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 10.03. Communication By Holders With Other Holders. . . . . . . . . . . . . . . . . . . . . . . . 36
Section 10.04. Certificate and Opinion as to Conditions Precedent. . . . . . . . . . . . . . . . . . . . . 36
Section 10.05. Statements Required in Certificate or Opinion . . . . . . . . . . . . . . . . . . . . . . . 36
Section 10.06. Rules by Trustee and Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 10.07. Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 10.08. No Recourse Against Others. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 10.09. Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 10.10. Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 10.11. Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 10.12. Effect of Headings, Table of Contents, etc. . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 10.13. Successors and Assigns. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 10.14. No Interpretation of Other Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
</TABLE>

iii

<PAGE> 5

CROSS-REFERENCE TABLE*
<TABLE>
<CAPTION>
TRUST INDENTURE
ACT SECTION INDENTURE SECTION
- -------------- -----------------
<S> <C>
310 (a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.10
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.10
(a)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(a)(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.10
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.08; 7.10
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
311 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.11
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.11
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
312 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.05
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.03
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.03
313 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.06
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.06
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.06; 10.02
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.06
314 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.03; 10.02
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(c)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.04
(c)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.04
(c)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.05
(f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
315 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.01(b)(ii)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.05; 10.02
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.01(a)
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.01(d)
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.11
316 (a)(last sentence) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.09
(a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.05
(a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.04
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.07
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.13; 9.03
317 (a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.08
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.09
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.04
318 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . 10.01
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.01
</TABLE>
N.A. means not applicable.

- ----------------
*THIS CROSS-REFERENCE TABLE IS NOT PART OF THE INDENTURE.

<PAGE> 6
INDENTURE dated as of _________________, ______ between Getchell Gold
Corporation, a Delaware corporation (the "Company"), and
____________________________, a ______________________, as Trustee (the
"Trustee").

The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its debentures,
notes or other evidences of indebtedness to be issued in one or more series
(the "Securities"), as herein provided, up to such principal amount as may from
time to time be authorized in or pursuant to one or more resolutions of the
Board of Directors or by supplemental indenture.

Each party agrees as follows for the benefit of the other party and
for the equal and ratable benefit of the Holders of each series of the
Securities:

ARTICLE 1

DEFINITIONS AND INCORPORATION
BY REFERENCE

Section 1.01. Certain Definitions.

"Affiliate" means any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company. For
purposes of this definition, "control" (including, with correlative meanings,
the terms "controlling," "controlled by" and "under common control with"), as
used with respect to any Person, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting stock, by
agreement or otherwise; provided, however, that beneficial ownership of 20% or
more of the voting stock of a Person shall be deemed to be control.

"Agent" means any Registrar, Paying Agent, authenticating agent or
co-Registrar.

"Board of Directors" means the Board of Directors of the Company or
any authorized committee thereof.

"Board Resolution" means a copy of a resolution 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 (and delivered to the Trustee, if appropriate).

"Commission" means the Securities and Exchange Commission.

"Company" means the party named as such above until a successor
replaces it pursuant to this Indenture and thereafter means the successor.

"Default" means any event that is, or with the passage of time or the
giving of notice or both would be, an Event of Default.
<PAGE> 7
"Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time.

"GAAP" means generally accepted accounting principles set forth in
the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as have been approved by a significant segment
of the accounting profession, which are in effect from time to time.

"Global Security" shall mean a Security issued to evidence all or a
part of any series of Securities that is executed by the Company and
authenticated and delivered by the Trustee to a depositary or pursuant to such
depositary's instructions, all in accordance with this Indenture and pursuant
to an Officer's Certificate, which shall be registered as to principal and
interest in the name of such depositary or its nominee.

"Holder" or "Securityholder" means a Person in whose name a Security
is registered in the register of Securities kept by the Registrar.

"Indenture" means this Indenture, as amended or supplemented from
time to time.

"Interest," when used with respect to an Original Issue Discount
Security which by its terms bears interest only after maturity, means interest
payable after maturity.

"Officer" means the Chairman of the Board, the Chief Executive
Officer, the President, the Chief Operating Officer, the Chief Financial
Officer, any Vice-President, the Treasurer, the Controller, the Secretary, any
Assistant Treasurer or any Assistant Secretary of the Company.

"Officers' Certificate" means a certificate signed by two Officers,
one of whom must be the Chief Executive Officer, the President, the Chief
Financial Officer, the Treasurer or principal accounting officer of the
Company.

"Opinion of Counsel" means a written opinion from legal counsel who
is reasonably acceptable to the Trustee. The counsel may be an employee of or
counsel to the Company or the Trustee.

"Original Issue Discount Security" means any Security which provides
that an amount less than its principal amount is due and payable upon
acceleration after an Event of Default.

"Person" means any individual, corporation, partnership, joint
venture, association, limited liability company, joint stock company, trust,
unincorporated organization or government or any agency or political
subdivision thereof.

"Principal" of a Security means the principal amount due on the
stated maturity of the Security plus the premium, if any, on the Security.

2
<PAGE> 8
"Securities" means the Securities authenticated and delivered under
this Indenture.

"Securities Act" means the Securities Act of 1933, as amended from
time to time.

"Subsidiary" means any corporation, partnership or limited liability
company of which the Company, or the Company and one or more Subsidiaries, or
any one or more Subsidiaries, directly or indirectly own (i) in the case of a
corporation, voting securities entitling the holders thereof to elect a
majority of the directors, either at all times or so long as there is no
default or contingency which permits the holders of any other class of
securities to vote for the election of one or more directors, (ii) in the case
of a partnership, at least a majority of the general partnership interests and
at least a majority of total outstanding partnership interests or (iii) in the
case of a limited liability company, at least a majority of the membership
interests.

"TIA" means the Trust Indenture Act of 1939, as amended from time to
time, and as in effect on the date of execution of this Indenture.

"Trustee" means the party named as such above until a successor
becomes such pursuant to this Indenture and thereafter means or includes each
party who is then a trustee hereunder, and if at any time there is more than
one such party, "Trustee" as used with respect to the Securities of any series
means the Trustee with respect to Securities of that series. If Trustees with
respect to different series of Securities are trustees under this Indenture,
nothing herein shall constitute the Trustees co-trustees of the same trust, and
each Trustee shall be the trustee of a trust separate and apart from any trust
administered by any other Trustee with respect to a different series of
Securities.

"Trust Officer" means the Chairman of the Board, the President or any
other officer or assistant officer of the Trustee assigned by the Trustee to
administer its corporate trust matters.

3
<PAGE> 9
<TABLE>
<CAPTION>
Section 1.02. Other Definitions.
- ------------ -----------------
Term Defined in Section
---- ------------------
<S> <C>
"Bankruptcy Law" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.01
"Custodian" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.01
"Event of Default" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.01
"Legal Holiday" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.07
"Paying Agent" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.03
"redemption price" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.03
"Registrar" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.03
"U.S. Government Obligations" . . . . . . . . . . . . . . . . . . . . . . . . . 8.01
</TABLE>

Section 1.03. Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture.
The following TIA terms used in this Indenture have the following meanings:

"indenture securities" means the Securities.

"indenture securityholder" means a Securityholder.

"indenture to be qualified" means this Indenture.

"indenture trustee" or "institutional trustee" means the
Trustee.

"obligor" on the Securities means the Company.

All other terms used in this Indenture that are defined by the TIA, defined by
TIA reference to another statute or defined by Commission rule under the TIA
have the meanings so assigned to them.

Section 1.04. Rules of Construction.

Unless the context otherwise requires:

(i) a term has the meaning assigned to it;

(ii) an accounting term not otherwise defined has the meaning
assigned to it in accordance with GAAP;

(iii) "or" is not exclusive;

(iv) words in the singular include the plural, and in the plural
include the singular; and

(v) provisions apply to successive events and transactions.

4
<PAGE> 10

ARTICLE 2

THE SECURITIES

Section 2.01. Unlimited In Amount, Issuable In Series, Form and Dating.

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. There shall be established in or pursuant
to a Board Resolution or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series:

(a) the title of the Securities of the series (which shall
distinguish the Securities of the series from all other Securities);

(b) any limit upon the aggregate principal amount of
Securities of the series which may be authenticated and delivered
under this Indenture (except for Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or in
lieu of, other Securities of the series pursuant to this Article 2);

(d) the rate or rates at which the Securities of the
series shall bear interest, if any, or the manner in which such rate
or rates shall be determined, the date or dates from which such
interest shall accrue, the interest payment dates on which such
interest shall be payable and the record dates for the determination
of Holders to whom interest is payable;

(e) the place or places where the principal of and any
interest on Securities of the series shall be payable, if other than
as provided herein;

(f) the price or prices at which (if any), the period or
periods within which (if any) and the terms and conditions upon which
(if other than as provided herein) Securities of the series may be
redeemed, in whole or in part, at the option, or as an obligation, of
the Company;

(g) the obligation, if any, of the Company to redeem,
purchase or repay Securities of the series, in whole or in part,
pursuant to any sinking fund or analogous provisions or at the option
of a Holder thereof and the price or prices at which and the period
and periods within which and the terms and conditions upon which
Securities of the series shall be redeemed, purchased or repaid
pursuant to such obligation;

(h) if other than denominations of $1,000 and any multiple
thereof, the denominations in which Securities of the series shall be
issuable;

5
<PAGE> 11
(i) if other than the principal amount thereof, the
portion of the principal amount of Securities of the series which
shall be payable upon declaration of acceleration of the maturity
thereof pursuant to Section 6.02 hereof;

(j) any addition to or change in the covenants set forth in
Article 4 which applies to Securities of the series;

(k) any Events of Default with respect to the Securities
of a particular series, if not set forth herein;

(l) the Trustee for the series of Securities;

(m) whether the Securities of the series shall be issued
in whole or in part in the form of a Global Security or Securities;
the terms and conditions, if any, upon which such Global Security or
Securities may be exchanged in whole or in part for other individual
Securities, and the depositary for such Global Security and
Securities;

(n) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture, but which may
modify or delete any provision of this Indenture with respect to such
series; provided, however, that no such term may modify or delete any
provision hereof if imposed by the TIA; and provided, further, that
any modification or deletion of the rights, duties or immunities of
the Trustee hereunder shall have been consented to in writing by the
Trustee).

All Securities of any series shall be substantially identical except
as to denomination and except as may otherwise be provided in or pursuant to
such Board Resolution or in any such indenture supplemental hereto.

The principal of and any interest on the Securities shall be payable
at the office or agency of the Company designated in the form of Security for
the series (each such place herein called the "Place of Payment"); provided,
however, that payment of interest may be made at the option of the Company by
check mailed to the address of the Person entitled thereto as such address
shall appear in the register of Securities referred to in Section 2.03 hereof.

Each Security shall be in one of the forms approved from time to time
by or pursuant to a Board Resolution, or established in one or more indentures
supplemental hereto. Prior to the delivery of a Security to the Trustee for
authentication in any form approved by or pursuant to a Board Resolution, the
Company shall deliver to the Trustee the Board Resolution by or pursuant to
which such form of Security has been approved, which Board Resolution shall
have attached thereto a true and correct copy of the form of Security which has
been approved by or pursuant thereto, or, if a Board Resolution authorizes a
specific officer or officers to approve a form of Security, a certificate of
such officer or officers approving the form of Security attached thereto.

6
<PAGE> 12
The Securities may have notations, legends or endorsements required
by law, stock exchange rule or usage. Each Security shall be dated the date of
its authentication.

Section 2.02. Execution and Authentication.

Two Officers shall sign the Securities for the Company by manual or
facsimile signature. The Company's seal shall be reproduced on the Securities.

If an Officer whose signature is on a Security no longer holds that
office at the time the Security is authenticated, the Security shall
nevertheless be valid.

A Security shall not be valid until authenticated by the manual
signature of the Trustee. The signature shall be conclusive evidence that the
Security has been authenticated under this Indenture.

The Trustee shall authenticate Securities for original issue upon a
written order of the Company signed by two Officers.

The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Securities. An authenticating agent may authenticate
Securities whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with the Company
or an Affiliate of the Company.

Section 2.03. Registrar and Paying Agent.

The Company shall maintain an office or agency where Securities of a
particular series may be presented for registration of transfer or for exchange
(the "Registrar") and an office or agency where Securities of that series may
be presented for payment (a "Paying Agent"). The Registrar for a particular
series of Securities shall keep a register of the Securities of that series and
of their transfer and exchange. The Company may appoint one or more
co-Registrars and one or more additional paying agents for each series of
Securities. The term "Paying Agent" includes any additional paying agent. The
Company may change any Paying Agent, Registrar or co-Registrar without prior
notice to any Securityholder. The Company shall notify the Trustee in writing
of the name and address of any Agent not a party to this Indenture.

If the Company fails to maintain a Registrar or Paying Agent for any
series of Securities, the Trustee shall act as such. The Company or any of its
Affiliates may act as Paying Agent, Registrar or co-Registrar.

Section 2.04. Paying Agent to Hold Money in Trust.

Whenever the Company has one or more Paying Agents it will, prior to
each due date of the principal of or interest on, any Securities, deposit with
a Paying Agent a sum sufficient to pay the principal (and premium, if any) or
interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or

7
<PAGE> 13
interest, 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 require each Paying Agent other than the Trustee to
agree in writing that such Paying Agent will hold in trust for the benefit of
the Securityholders of the particular series for which it is acting, or the
Trustee, all money held by the Paying Agent for the payment of principal or
interest on the Securities of such series, and that such Paying Agent will
notify the Trustee of any Default by the Company or any other obligor of the
series of Securities in making any such payment and 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.
If the Company or an Affiliate acts as Paying Agent, it shall segregate and
hold in a separate trust fund for the benefit of the Securityholders of the
particular series for which it is acting all money held by it as Paying Agent.
The Company at any time may require a Paying Agent to pay all money held by it
to the Trustee. Upon so doing, the Paying Agent (if other than the Company or
an Affiliate of the Company) shall have no further liability for such money.
Upon any bankruptcy or reorganization proceedings relating to the Company, the
Trustee shall serve as Paying Agent for the Securities.

Section 2.05. Securityholder Lists.

The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Securityholders, separately by series, and shall otherwise comply with TIA
Section 312(a). If the Trustee is not the Registrar, the Company shall furnish
to the Trustee at least seven Business Days before each interest payment date
and at such other times as the Trustee may request in writing, a list in such
form and as of such date as the Trustee may reasonably require of the names and
addresses of Securityholders, separately by series, relating to such interest
payment date or request, as the case may be.

Section 2.06. Transfer and Exchange.

Where Securities are presented to the Registrar or a co-Registrar
with a request to register a transfer or to exchange them for an equal
principal amount of Securities of like series of other authorized
denominations, the Registrar shall register the transfer or make the exchange
if its requirements for such transactions are met. To permit registrations of
transfers and exchanges, the Company shall issue and the Trustee shall
authenticate Securities at the Registrar's request.

No service charge shall be made for any registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer tax or similar governmental charge payable upon
exchanges pursuant to Sections 2.10, 3.06 or 9.04).

The Company need not issue, and the Registrar or co-Registrar need
not register the transfer or exchange of, (i) any Security of a particular
series during a period beginning at

8
<PAGE> 14
the opening of business 15 days before the day of any selection of Securities
of that series for redemption under Section 3.02 and ending at the close of
business on the day of selection, or (ii) any Security so selected for
redemption in whole or in part, except the unredeemed portion of any Security
of that series being redeemed in part.

Section 2.07. Replacement Securities.

If a mutilated Security is surrendered to the Trustee or if the
Holder of a Security claims that the Security has been lost, destroyed or
wrongfully taken, the Company shall issue and the Trustee shall authenticate a
replacement Security of like series if the Company's and the Trustee's
requirements are met. The Trustee or the Company may require an indemnity bond
to be furnished which is sufficient in the judgment of both to protect the
Company, the Trustee, and any Agent from any loss which any of them may suffer
if a Security is replaced. The Company may charge such Holder for its expenses
in replacing a Security.

Every replacement Security is an additional obligation of the Company
and shall be entitled to all the benefit of the Indenture equally and
proportionately with any and all other Securities of the same series.

Section 2.08. Outstanding Securities.

The Securities of any series outstanding at any time are all the
Securities of that series authenticated by the Trustee except for those
cancelled by it, those delivered to it for cancellation, and those described in
this Section as not outstanding.

If a Security is replaced pursuant to Section 2.07, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

If Securities are considered paid under Section 4.01, they cease to
be outstanding and interest on them ceases to accrue.

Except as set forth in Section 2.09 hereof, a Security does not cease
to be outstanding because the Company or an Affiliate holds the Security.

For each series of Original Issue Discount Securities, the principal
amount of such Securities that shall be deemed to be outstanding and used to
determine whether the necessary Holders have given any request, demand,
authorization, direction, notice, consent or waiver shall be the principal
amount of such Securities that could be declared to be due and payable upon
acceleration upon an Event of Default as of the date of such determination.
When requested by the Trustee, the Company will advise the Trustee of such
amount, showing its computations in reasonable detail.

9
<PAGE> 15
Section 2.09. Treasury Securities.

In determining whether the Holders of the required principal amount
of Securities of any series have concurred in any direction, waiver or consent,
Securities owned by the Company or an Affiliate shall be considered as though
they are not outstanding, except that for the purposes of determining whether
the Trustee shall be protected in relying on any such direction, waiver or
consent, only Securities which the Trustee knows are so owned shall be so
considered.

Section 2.10. Temporary Securities.

Until definitive Securities are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Securities upon a written
order of the Company signed by two Officers of the Company. Temporary
Securities shall be substantially in the form of definitive Securities but may
have variations that the Company considers appropriate for temporary
Securities. Without unreasonable delay, the Company shall prepare and the
Trustee shall authenticate definitive Securities in exchange for temporary
Securities.

Holders of temporary securities shall be entitled to all of the
benefits of this Indenture.

Section 2.11. Cancellation.

The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Securities surrendered to them for registration of transfer, exchange or
payment. The Trustee shall cancel all Securities surrendered for registration
of transfer, exchange, payment, replacement or cancellation and shall destroy
such Securities (subject to the record retention requirements of the Exchange
Act). Certification of the destruction of all cancelled Securities shall be
delivered to the Company. The Company may not issue new Securities to replace
Securities that it has paid or that have been delivered to the Trustee for
cancellation.

Section 2.12. Defaulted Interest.

If the Company fails to make a payment of interest on any series of
Securities, it shall pay such defaulted interest plus (to the extent lawful)
any interest payable on the defaulted interest, in any lawful manner. It may
elect to pay such defaulted interest, plus any such interest payable on it, to
the Persons who are Holders of such Securities on which the interest is due on
a subsequent special record date. The Company shall notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each such
Security. The Company shall fix any such record date and payment date for such
payment. At least 15 days before any such record date, the Company shall mail
to Securityholders affected thereby a notice that states the record date,
payment date, and amount of such interest to be paid.

10
<PAGE> 16
Section 2.13. Special Record Dates.

(a) The Company may, but shall not be obligated to, set a
record date for the purpose of determining the identity of Holders entitled to
consent to any supplement, amendment or waiver permitted by this Indenture. If
a record date is fixed, the Holders of Securities of that series outstanding on
such record date, and no other Holders, shall be entitled to consent to such
supplement, amendment or waiver or revoke any consent previously given, whether
or not such Holders remain Holders after such record date. No consent shall be
valid or effective for more than 90 days after such record date unless consents
from Holders of the principal amount of Securities of that series required
hereunder for such amendment or waiver to be effective shall have also been
given and not revoked within such 90-day period.

(b) The Trustee may, but shall not be obligated to, fix any day
as a record date for the purpose of determining the Holders of any series of
Securities entitled to join in the giving or making of any notice of Default,
any declaration of acceleration, any request to institute proceedings or any
other similar direction. If a record date is fixed, the Holders of Securities
of that series outstanding on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided, however, that
no such action shall be effective hereunder unless taken on or prior to the
date 90 days after such record date.

ARTICLE 3

REDEMPTION

Section 3.01. Notices to Trustee.

If the Company elects to redeem Securities of any series pursuant to
any optional redemption provisions thereof, it shall notify the Trustee of the
redemption date and the principal amount of Securities of that series to be
redeemed.

The Company shall give each notice provided for in this Section in an
Officers' Certificate at least 45 days before the redemption date (unless a
shorter notice period shall be satisfactory to the Trustee), which notice shall
specify the provisions of such Security pursuant to which the Company elects to
redeem such Securities.

If the Company elects to reduce the principal amount of Securities of
any series to be redeemed pursuant to mandatory redemption provisions thereof,
it shall notify the Trustee of the amount of, and the basis for, any such
reduction. If the Company elects to credit against any such mandatory
redemption Securities it has not previously delivered to the Trustee for
cancellation, it shall deliver such Securities with such notice.

11
<PAGE> 17
Section 3.02. Selection of Securities to Be Redeemed.

If less than all the Securities of any series are to be redeemed, the
Trustee shall select the Securities of that series to be redeemed by a method
that complies with the requirements of any exchange on which the Securities of
that series are listed, or, if the Securities of that series are not listed on
an exchange, on a pro rata basis or by lot. The Trustee shall make the
selection not more than 75 days and not less than 30 days before the redemption
date from Securities of that series outstanding and not previously called for
redemption. Except as otherwise provided as to any particular series of
Securities, Securities and portions thereof that the Trustee selects shall be
in amounts equal to the minimum authorized denomination for Securities of the
series to be redeemed or any integral multiple thereof. Provisions of this
Indenture that apply to Securities called for redemption also apply to portions
of Securities called for redemption. The Trustee shall notify the Company
promptly in writing of the Securities or portions of Securities to be called
for redemption.

Section 3.03. Notice of Redemption.

Except as otherwise provided as to any particular series of
Securities, at least 30 days but not more than 60 days before a redemption
date, the Company shall mail a notice of redemption to each Holder whose
Securities are to be redeemed.

The notice shall identify the Securities to be redeemed and shall
state:

(1) the redemption date;

(2) the redemption price fixed in accordance with the
terms of the Securities of the series to be redeemed, plus accrued
interest, if any, to the date fixed for redemption (the "redemption
price");

(3) if any Security is being redeemed in part, the
portion of the principal amount of such Security to be redeemed and
that, after the redemption date, upon surrender of such Security, a
new Security or Securities in principal amount equal to the
unredeemed portion will be issued;

(4) the name and address of the Paying Agent;

(5) that Securities called for redemption must be
surrendered to the Paying Agent to collect the redemption price;

(6) that, unless the Company defaults in payment of
the redemption price, interest on Securities called for redemption
ceases to accrue on and after the redemption date;

(7) The paragraph of the series of Securities and/or
Section of any supplemental indenture pursuant to which such
Securities called for redemption are being redeemed; and

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(8) the CUSIP number, if any, of the Securities to be
redeemed.

At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that
the Company shall have delivered to the Trustee, at least 45 days prior to the
redemption date, an Officers' Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as
provided in the preceding paragraph. The notice mailed in the manner herein
provided shall be conclusively presumed to have been duly given whether or not
the Holder receives such notice. In any case, failure to give such notice by
mail or any defect in the notice of the Holder of any Security shall not affect
the validity of the proceeding for the redemption of any other Security.

Section 3.04. Effect of Notice of Redemption.

Once notice of redemption is mailed in accordance with Section 3.03
hereof, Securities called for redemption become due and payable on the
redemption date for the redemption price. Upon surrender to the Paying Agent,
such Securities will be paid at the Redemption Price.

Section 3.05. Deposit of Redemption Price.

On or before the redemption date, the Company shall deposit with the
Paying Agent (or, if the Company or any Subsidiary is the Paying Agent, shall
segregate and hold in trust) money sufficient to pay the redemption price of
all Securities called for redemption on that date other than Securities which
have previously been delivered by the Company to the Trustee for cancellation.
The Paying Agent shall return to the Company any money not required for that
purpose.

Section 3.06. Securities Redeemed in Part.

Upon surrender of a Security that is redeemed in part, the Company
shall issue and the Trustee shall authenticate for the Holder at the expense of
the Company a new Security of like series equal in principal amount to the
unredeemed portion of the Security surrendered.

ARTICLE 4

COVENANTS

Section 4.01. Payment of Securities.

The Company shall pay or cause to be paid the principal of and
interest on the Securities on the dates and in the manner provided in this
Indenture and the Securities. Principal and interest shall be considered paid
on the date due if the Paying Agent, if other than the Company or an Affiliate,
holds as of 10:00 a.m. Eastern Time on that date

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immediately available funds designated for and sufficient to pay all principal
and interest then due.

To the extent lawful, the Company shall pay interest on overdue
principal and overdue installments of interest at the rate per annum borne by
the applicable series of Securities.

Section 4.02. Maintenance of Office or Agency.

The Company shall maintain in the City of New York, an office or
agency (which may be an office of the Trustee or an affiliate of the Trustee or
Registrar) where Securities may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the
Securities and this Indenture may be served. The Company shall 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.

The Company may also from time to time designate one or more other
offices or agencies where the Securities 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 the
City of New York 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.

The Company hereby designates the Corporate Trust Office of the
Trustee as one such office or agency of the Company in accordance with Section
2.03.

Section 4.03. Commission Reports.

The Company shall deliver to the Trustee within 15 days after the
required filing date copies of the annual reports and of the information,
documents, and other reports (or copies of such portions of any of the
foregoing as the Commission may by rules and regulations prescribe) which the
Company is required to file with the Commission pursuant to Section 13 or 15(d)
of the Exchange Act; provided, however the Company shall not be required to
deliver to the Trustee any materials for which the Company has sought and
received confidential treatment by the Commission. The Company will cause any
quarterly and annual reports which it mails to its stockholders to be mailed to
the Holders of the Securities. If the Company is not subject to the
requirements of Section 13 or 15(d) of the Exchange Act, the Company shall
continue to file with the Trustee (in each case within 15 days after the time
that such documents would have been filed with the Commission) such reports,
information and other documents as it would file if it were subject to the
requirements of Section 13 or 15(d) of the Exchange Act (other than such
confidential materials referenced above). The Company also shall comply with
the other provisions of TIA Section 314(a).

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Section 4.04. Compliance Certificate.

The Company shall deliver to the Trustee, within 120 days after the
end of each fiscal year of the Company, an Officers' Certificate (one of the
signers of which shall be the principal accounting officer, principal financial
officer or principal executive officer) stating that in the course of the
performance by the signers of their duties as officers of the Company, they
would normally have knowledge of any failure by the Company to comply with all
conditions, or default by the Company with respect to any covenants, under this
Indenture, and further stating whether or not they have knowledge of any such
failure or default and, if so, specifying each such failure or default and the
nature thereof. For purposes of this Section, such compliance shall be
determined without regard to any period of grace or requirement of notice
provided for in this Indenture. The certificate need not comply with Section
10.04.

The first certificate delivered pursuant to this Section 4.03 shall
be for the fiscal year ending on _________, ____.

Section 4.05. Taxes.

The Company shall pay, and shall cause each of its Subsidiaries to
pay, prior to delinquency, all material taxes, assessments, and governmental
levies except (i) as contested in good faith by appropriate proceedings and
with respect to which appropriate reserves have been taken in accordance with
GAAP or (ii) where the failure to effect such payment is not adverse in any
material respect to the Holders.

Section 4.06. Stay, Extension and Usury Laws.

The Company covenants (to the extent that it may lawfully do so) that
it shall not at any time insist upon, plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay, extension or usury law wherever
enacted, now or at any time hereafter in force, that may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it
may lawfully do so) hereby expressly waives all benefit or advantage of any
such law, and covenants that it shall not, by resort to any such law, hinder,
delay or impede the execution of any power herein granted to the Trustee, but
shall suffer and permit the execution of every such power as though no such law
has been enacted.

Section 4.07. Corporate Existence.

Subject to Article 5 hereof, the Company shall do or cause to be done
all things necessary to preserve and keep in full force and effect (i) its
corporate existence, and the corporate, partnership or other existence of each
of its Subsidiaries, in accordance with the respective organizational documents
(as the same may be amended from time to time) of each Subsidiary and (ii) the
rights (charter and statutory), licenses and franchises of the Company and its
Subsidiaries; provided, however, that the Company shall not be required to
preserve any such right, license or franchise, or the corporate, partnership or
other existence of any of its Subsidiaries, if the Board of Directors shall
determine that the preservation thereof is no

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longer desirable in the conduct of the business of the Company and its
Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any
material respect to the Holders.

Section 4.08. Payments for Consent.

Neither the Company nor any of its Subsidiaries shall, directly or
indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any Holder of the Securities for or as an
inducement to any consent, waiver or amendment of any terms or provisions of
this Indenture or of the Securities or any series thereof unless such
consideration is offered to be paid or agreed to be paid to all Holders of the
Securities of such series that so consent, waive or agree to amend in the time
frame set forth in solicitation documents relating to such consent, waiver or
agreement.

Section 4.09 Limitation on Liens.

(a) The Company will not, and will not permit any Subsidiary
to, create, incur, assume or guarantee any indebtedness for money borrowed
(hereinafter in Sections 4.09 and 4.10 referred to as "Debt"), secured by a
mortgage, security interest, pledge, lien, charge or similar encumbrance
(mortgages, security interests, pledges, liens, charges and other encumbrances,
hereinafter in Sections 4.09 and 4.10 referred to as a "Mortgage") upon any
manufacturing plant or manufacturing facility which is (i) owned by the Company
or any Subsidiary and (ii) located within the continental United States of
America, except any such plant which, in the opinion of the Board of Directors,
is not of material importance to the total business conducted by the Company
and the Subsidiaries taken as a whole (the "Principal Property") or upon any
shares of stock or indebtedness of any Subsidiary (whether such Principal
Property, shares of stock or indebtedness are now owned or hereafter acquired)
without in any such case effectively providing concurrently with the issuance,
assumption or guaranty of any such Debt that the outstanding Securities
(together with, if the Company shall so determine, any other indebtedness of or
guarantee by the Company or such Subsidiary ranking equally with the
outstanding Securities and then existing or thereafter created) shall be
secured equally and ratably with such Debt; provided, however, that the
foregoing restrictions shall not apply to Debt secured by:

(i) Mortgages on property, shares of stock or
indebtedness of any corporation existing at the time such corporation
becomes a Subsidiary;

(ii) Mortgages on property existing at the time of
acquisition of such property by the Company or a Subsidiary,
Mortgages to secure the payment of all or any part of the purchase
price of such property incurred prior to, at the time of, or within
180 days after the acquisition of such property by the Company or a
Subsidiary, or Mortgages to secure any debt incurred prior to, at the
time of, or within 180 days after the completion of construction or
commencement of full operation of any property for the purpose of
financing all or any part of the cost to the Company or a Subsidiary
of improvements to such property;

(iii) Mortgages securing Debt of a Subsidiary owing to the
Company or to another Subsidiary;

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(iv) Mortgages existing at the date of this Indenture;

(v) Mortgages on property of a Person existing at the
time such Person is merged into or consolidated with the Company or a
Subsidiary or at the time of a sale, lease or other disposition of
the properties of a Person as an entirety or substantially as an
entirety to the Company or a Subsidiary;

(vi) Mortgages on property of the Company or a Subsidiary
in favor of the United States of America or any State thereof, or any
department, agency, instrumentality or political subdivision thereof,
to secure any payments, including advance or progress payments,
pursuant to any contract or statute or to secure any indebtedness
incurred or guaranteed for the purpose of financing all or any part
of the purchase price or the cost of construction of the property
subject to such Mortgages (including, but not limited to, Mortgages
incurred in connection with pollution control bonds, industrial
revenue bonds or similar financings); or

(vii) Any extension, renewal or replacement (or successive
extensions, renewals or replacements), in whole or in part, of any
Mortgage referred to in the foregoing clauses (i) to (vi), inclusive;
provided, however, that such extension, renewal or replacement shall
be limited to all or part of the property which secured the Mortgage
so extended, renewed or replaced (plus improvements on such
property).

(b) Notwithstanding the foregoing provisions of this Section
4.09, the Company and any one or more Subsidiaries may issue, assume or
guarantee Debt secured by a Mortgage which would otherwise be subject to the
foregoing restrictions in an aggregate amount which, together with all other
outstanding Debt of the Company and its Subsidiaries which (if originally
issued, assumed or guaranteed at such time) would otherwise be subject to the
foregoing restrictions (not including Debt permitted to be secured under
clauses (i) through (vii) above), does not at the time exceed the greater of
$______________ or 10% of Consolidated Net Tangible Assets of the Company and
its consolidated Subsidiaries as shown on the most recent consolidated
financial statements of the Company and its consolidated Subsidiaries.

Section 4.10. Limitation on Sale and Lease-Back.

The Company will not, nor will it permit any Subsidiary to, enter
into any arrangement with any person or entity that provides for the leasing to
the Company or any Subsidiary of any Principal Property (except for leases for
a term of not more than three years and except for leases between the Company
and a Subsidiary or between Subsidiaries), which Principal Property has been or
is to be sold or transferred by the Company or such Subsidiary to such person,
unless (a) the Company or such Subsidiary would be entitled, pursuant to the
provisions of Section 4.09, to issue, assume or guarantee Debt secured by
Mortgage upon such Principal Property at least equal in the amount to the
Attributable Debt (as defined below) in respect of such arrangement without
equally and ratably securing the outstanding Securities; provided, however,
that from and after the date on which such arrangement becomes effective the
Attributable Debt in respect of such arrangement shall be

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deemed for all purposes under Sections 4.09 and 4.10 to be Debt subject to the
provisions of Section 4.09, or (b) the Company shall apply an amount in cash
equal to the greater of the net proceeds of such sale or the Attributable Debt
in respect of such an arrangement to the retirement (other than any mandatory
retirement or by way or payment at maturity) within 120 days of the effective
date of any such arrangement, of Debt (except as otherwise provided by the
terms of any series of outstanding Securities) of the Company of any Subsidiary
(other than the Debt owed by the Company or any Subsidiary to the Company or
any Subsidiary) which by its terms matures at or is extendible or renewable at
the opinion of the obligor to a date more than twelve months after the date of
the creation of such Debt.

For the purposes of this Section 4.10, the term "Attributable Debt"
means, at the time of determination, the lesser of (a) the fair market value of
such property (as determined by the Board of Directors of the Company) or (b)
the present value (discounted at the rate implicit in the terms of the relevant
lease) of the obligation of the lessee for net rental payments during the
remaining term of the lease (including any period for which such lease has been
extended).

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ARTICLE 5

SUCCESSORS

Section 5.01. When Company May Merge, etc.

The Company shall not consolidate or merge with or into (whether or
not the Company is the surviving corporation), or sell, assign, transfer,
lease, convey or otherwise dispose of all or substantially all of its
properties or assets in one or more related transactions to any Person unless:

(1) the Company is the surviving corporation or the
entity or Person formed by or surviving any such consolidation or
merger (if other than the Company) or to which such sale, assignment,
transfer, lease, conveyance or other disposition shall have been made
is a corporation organized and existing under the laws of the United
States, any state thereof or the District of Columbia;

(2) the entity or Person formed by or assuming any
such consolidation or merger (if other than the Company) or the
entity or Person to which such sale, assignment, transfer, lease,
conveyance or other disposition shall have been made assumes by
supplemental indenture all the obligations of the Company under the
Securities and this Indenture; and

(3) immediately prior to and after the transaction no
Default or Event of Default exists.

The Company shall deliver to the Trustee prior to the consummation of the
proposed transaction an Officers' Certificate to the foregoing effect and an
Opinion of Counsel stating that the proposed transaction and such supplemental
indenture comply with this Indenture.

Section 5.02. Successor Corporation Substituted.

Upon any consolidation or merger, or any transfer by the Company
(other than by lease) of all or substantially all of the assets of the Company
in accordance with Section 5.01, the successor corporation formed by such
consolidation or into which the Company is merged or to which such transfer 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 corporation had been named as the Company herein. In the event of
any such transfer, the predecessor Company shall be released and discharged
from all liabilities and obligations in respect of the Securities and the
Indenture, and the predecessor Company may be dissolved, wound up or liquidated
at any time thereafter.

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ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01. Events of Default.

An "Event of Default" occurs with respect to Securities of any
particular series if:

(1) the Company defaults in the payment of interest on
any Security of that series when the same becomes due and payable and
the Default continues for a period of 30 days;

(2) the Company defaults in the payment of the
principal of any Security of that series when the same becomes due
and payable at maturity, upon redemption or otherwise;

(3) an Event of Default, as defined in the Securities
of that series, occurs and is continuing, or the Company fails to
comply with any of its other agreements in the Securities of that
series or in this Indenture with respect to that series and the
Default continues for the period and after the notice specified
below;

(4) the Company pursuant to or within the meaning of
any Bankruptcy Law:

(A) commences a voluntary case;

(B) consents to the entry of an order for
relief against it in an involuntary case;

(D) makes a general assignment for the benefit
of its creditors; or
(E) admits in writing its inability generally
to pay its debts as the same become due.

(5) a court of competent jurisdiction enters an order
or decree under any Bankruptcy Law that:

(A) is for relief against the Company in an
involuntary case;

(B) appoints a Custodian of the Company or for
all or substantially all of its property; or

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and the order or decree remains unstayed and in effect for
60 days.

The term "Bankruptcy Law" means Title 11, U.S. Code or any similar
federal or state law for the relief of debtors. The term "Custodian" means any
receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy Law.

A Default under clause (3) above is not an Event of Default with
respect to a particular series of Securities until the Trustee or the Holders
of at least 25% in principal amount of the then outstanding Securities of that
series notify the Company of the Default and the Company does not cure the
Default within 30 days after receipt of the notice. The notice must specify
the Default, demand that it be remedied and state that the notice is a "Notice
of Default."

Section 6.02. Acceleration.

If an Event of Default with respect to Securities of any series
(other than an Event of Default specified in clauses (4) and (5) of Section
6.01) occurs and is continuing, the Trustee by notice to the Company, or the
Holders of at least 25% in principal amount of the then outstanding Securities
of that series by notice to the Company and the Trustee, may declare the unpaid
principal (or, in the case of Original Issue Discount Securities, such lesser
amount as may be provided for in such Securities) of and any accrued interest
on all the Securities of that series to be due and payable on the Securities of
that series. Upon such declaration the principal (or such lesser amount) and
interest shall be due and payable immediately. If an Event of Default
specified in clause (4) or (5) of Section 6.01 occurs, all of such amount shall
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holder. The Holders of a majority in
principal amount of the then outstanding Securities of that series by notice to
the Trustee may rescind an acceleration and its consequences if the rescission
would not conflict with any judgment or decree and if all existing Events of
Default with respect to that series have been cured or waived except nonpayment
of principal (or such lesser amount) or interest that has become due solely
because of the acceleration.

Section 6.03. Other Remedies.

If an Event of Default with respect to Securities of any series
occurs and is continuing, the Trustee may pursue any available remedy to
collect the payment of principal or interest on the Securities of that series
or to enforce the performance of any provision of the Securities of that series
or this Indenture.

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The Trustee may maintain a proceeding even if it does not possess any
of the Securities or does not produce any of them in the proceeding. A delay
or omission by the Trustee or any Securityholder in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. All
remedies are cumulative to the extent permitted by law.

Section 6.04. Waiver of Past Defaults.

Subject to Section 9.02, the Holders of a majority in principal
amount of the then outstanding Securities of any series by notice to the
Trustee may waive an existing Default or Event of Default with respect to that
series and its consequences except a Default or Event of Default in the payment
of the principal (including any mandatory sinking fund or like payment) of or
interest on any Security of that series.

Section 6.05. Control by Majority.

The Holders of a majority in principal amount of the then outstanding
Securities of any series may direct the time, method and place of conducting
any proceeding for any remedy with respect to that series available to the
Trustee or exercising any trust or power conferred on it. However, the Trustee
may refuse to follow any direction that conflicts with law or this Indenture,
that is unduly prejudicial to the rights of another Holder of Securities of
that series, or that may involve the Trustee in personal liability. The
Trustee may take any other action which it deems proper which is not
inconsistent with any such direction.

Section 6.06. Limitation on Suits.

A Holder of Securities of any series may not pursue a remedy with
respect to this Indenture or the Securities unless:

(1) the Holder gives to the Trustee written notice of
a continuing Event of Default with respect to that series;

(2) the Holders of at least 25% in principal amount of
the then outstanding Securities of that series make a written request
to the Trustee to pursue the remedy;

(3) such Holder or Holders offer to the Trustee
indemnity satisfactory to the Trustee against any loss, liability or
expense;

(4) the Trustee does not comply with the request
within 60 days after receipt of the request and the offer and, if
requested, the provision of indemnity; and

(5) during such 60-day period the Holders of a
majority in principal amount of the then outstanding Securities of
that series do not give the Trustee a direction inconsistent with the
request.

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No Holder of any series of Securities may use this Indenture to prejudice the
rights of another Holder of Securities of that series or to obtain a preference
or priority over another Holder of Securities of that series.

Section 6.07. Rights of Holders to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of
any Holder of a Security to receive payment of principal of and interest, if
any, on the Security, on or after the respective due dates expressed in the
Security, or to bring suit for the enforcement of any such payment on or after
such respective dates, shall not be impaired or affected without the consent of
the Holder.

Section 6.08. Collection Suit by Trustee.

If an Event of Default specified in Section 6.01(1) or (2) occurs and
is continuing with respect to Securities of any series, the Trustee may recover
judgment in its own name and as trustee of an express trust against the Company
for the whole amount of principal (or such portion of the principal as may be
specified as due upon acceleration at that time in the terms of that series of
Securities) and interest, if any, remaining unpaid on the Securities of that
series then outstanding, together with (to the extent lawful) interest on
overdue principal and interest, and such further amount as shall be sufficient
to cover the costs and, to the extent lawful, expenses of collection, including
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel and any other amounts due the Trustee under
Section 7.07.

Section 6.09. Trustee May File Proofs of Claim.

The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee and the Securityholders allowed in any judicial proceedings relative to
the Company (or any other obligor on the Securities), its creditors or its
property and shall be entitled to and empowered to collect and receive any
money or other property payable or deliverable on any such claims and to
distribute the same, and any custodian in any such judicial proceedings is
hereby authorized by each Holder 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, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agent and counsel, and any other amounts due the Trustee under Section
7.07. Nothing contained herein shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Securityholder any
plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof, or to authorize the Trustee to
vote in respect of the claim of any Securityholder in any such proceeding.

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Section 6.10. Priorities.

If the Trustee collects any money with respect to Securities of any
series pursuant to this Article, it shall pay out the money in the following
order:

First: to the Trustee, its agents and attorneys
for amounts due under Section 7.07,
including payment of all compensation,
expense and liabilities incurred, and all
advances made, by the Trustee and the
costs and expenses of collection;

Second: to Securityholders for amounts due and
unpaid on the Securities of such series
for principal and interest, ratably,
without preference or priority of any
kind, according to the amounts due and
payable on the Securities of such series
for principal and interest, respectively;
and

Third: to the Company or to such party as a court
of competent jurisdiction shall direct.

The Trustee may fix a record date and payment date for any payment to
Holders of Securities of any series pursuant to this Section. The Trustee
shall notify the Company in writing reasonably in advance of any such record
date and payment date.

Section 6.11. Undertaking for Costs.

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 a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defense made by the party litigant.
This Section does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.07 or a suit by Holders of more than 10% in principal
amount of the then outstanding Securities.

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ARTICLE 7

TRUSTEE
Section 7.01. Duties of Trustee.

(a) If an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

(b) Except during the continuance of an Event of Default known
to the Trustee:

(i) the duties of the Trustee shall be determined
solely by the express provisions of this Indenture
or the TIA and the Trustee need perform only those
duties that are specifically set forth in this
Indenture or the TIA and no others, and no implied
covenants or obligations shall be read into this
Indenture against the Trustee; and

(ii) in the absence of bad faith on its part, the
Trustee may conclusively rely, as to the truth of
the statements and the correctness of the opinions
expressed therein, upon certificates or opinions
furnished to the Trustee and conforming to the
requirements of this Indenture. However, the
Trustee shall examine the certificates and
opinions to determine whether or not they conform
to the requirements of this Indenture.

(c) The Trustee may not be relieved from liabilities for its
own negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

(i) this paragraph does not limit the effect of
paragraph (b) of this Section;

(ii) the Trustee shall not be liable for any error of
judgment made in good faith by a responsible
officer of the Trustee, unless it is proved that
the Trustee was negligent in ascertaining the
pertinent facts; and

(iii) the Trustee shall not be liable with respect to
any action it takes or omits to take in good faith
in accordance with a direction received by it
pursuant to Section 6.05 hereof.

(d) Whether or not therein expressly so provided, every
provision of this Indenture that in any way relates to the Trustee is subject
to paragraphs (a), (b), and (c) of this Section.

(e) No provision of this Indenture shall require the Trustee to
expend or risk its own funds or incur any liability. The Trustee may refuse to
perform any duty or exercise

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any right or power unless it receives security and indemnity satisfactory to it
against any loss, liability or expense.

(f) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.
Absent written instruction from the Company, the Trustee shall not be required
to invest any such money. Money held in trust by the Trustee need not be
segregated from other funds except to the extent required by law.

Section 7.02. Rights of Trustee.

Subject to TIA Section 315(a) through (d):

(a) The Trustee may rely on any document believed by it to be
genuine and to have been signed or presented by the proper person. The Trustee
need not investigate any fact or matter stated in the document.

(b) Before the Trustee acts or refrains from acting, it may
require an Officers' Certificate or an Opinion of Counsel, or both. The
Trustee shall not be liable for any action it takes or omits to take in good
faith in reliance on such Officers' Certificate or Opinion of Counsel.

(c) The Trustee may act through agents and shall not be
responsible for the misconduct or negligence of any agent appointed with due
care.

(d) The Trustee shall not be liable for any action it takes or
omits to take in good faith which it believes to be authorized or within its
rights or powers, unless the Trustee's conduct constitutes negligence.

(e) Unless otherwise specifically provided in this Indenture,
any demand, request, direction or notice form the Company shall be sufficient
if signed by an Officer of the Company.

Section 7.03. Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company or an
Affiliate with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights. However, the Trustee is subject to TIA
Sections 310(b) and 311.

Section 7.04. Trustee's Disclaimer.

The Trustee makes no representation as to the validity or adequacy of
this Indenture or the Securities, it shall not be accountable for the Company's
use of the proceeds from the Securities, and it shall not be responsible for
any statement in the Securities other than its certificate of authentication.

26
<PAGE> 32
Section 7.05. Notice of Defaults.

If a Default or Event of Default with respect to the Securities of any
series occurs and is continuing and if it is known to the Trustee, the Trustee
shall mail to all Holders of Securities of that series a notice of the Default
or Event of Default within 90 days after it occurs. Except in the case of a
Default or Event of Default in payment on any such Security, the Trustee may
withhold the notice if and so long as a committee of its Trust Officers in good
faith determines that withholding the notice is in the interests of such
Securityholders.

Section 7.06. Reports by Trustee to Holders.

Within 60 days after each November 15 beginning with November 15,
1995, the Trustee with respect to any series of Securities shall mail to
Holders of Securities of that series as provided in TIA Section 313(c) a brief
report dated as of such November 15 that complies with TIA Section 313(a) (if
such report is required by TIA Section 313(a)). The Trustee shall also comply
with TIA Section 313(b).

A copy of each report at the time of its mailing to Securityholders
shall be mailed to the Company and filed with the Commission and each stock
exchange on which any of the Securities are listed, as required by TIA Section
313(d). The Company shall notify the Trustee when the Securities are listed on
any stock exchange.

Section 7.07. Compensation and Indemnity.

The Company shall pay to the Trustee from time to time such
compensation as shall be agreed upon in writing for its services hereunder.
The Company shall reimburse the Trustee upon written request for all reasonable
out-of-pocket expenses incurred by it. Such expenses shall include the
reasonable compensation and out-of-pocket expenses of the Trustee's agents and
counsel.

The Company shall indemnify the Trustee for any loss or liability
incurred by it, without negligence or bad faith on its part, in connection with
the administration of this Indenture and its duties hereunder. The Trustee
shall notify the Company promptly of any claim for which it may seek indemnity.
The Company shall defend the claim and the Trustee shall cooperate in the
defense. The Trustee may have separate counsel and the Company shall pay the
reasonable fees and expenses of such counsel. The Company need not pay for any
settlement made without its consent.

To secure the Company's payment obligations in this Section, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee in its capacity as Trustee, except money or
property held in trust to pay principal and interest on particular Securities.
Such lien will survive the satisfaction and discharge of this Indenture.

If the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(4) or (5) occurs, the expenses and the
compensation for the services will be intended to constitute expenses of
administration under any applicable Bankruptcy Law.

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<PAGE> 33
Section 7.08. Replacement of Trustee.

A resignation or removal of the Trustee with respect to one or more
or all series of Securities and appointment of a successor Trustee shall become
effective only upon the successor Trustee's acceptance of appointment as
provided in this Section.

The Trustee may resign with respect to one or more or all series of
Securities by so notifying the Company in writing. The Holders of a majority
in principal amount of the then outstanding Securities of any series may remove
the Trustee as to that series by so notifying the Trustee in writing and may
appoint a successor Trustee with the Company's consent. The Company may remove
the Trustee with respect to one or more or all series of Securities if:

(1) the Trustee fails to comply with Section 7.10;

(2) the Trustee is adjudged a bankrupt or an
insolvent;

(3) a receiver or other public officer takes charge of
the Trustee or its property; or

(4) the Trustee becomes incapable of acting.

If, as to any series of Securities, the Trustee resigns or is removed
or if a vacancy exists in the office of Trustee for any reason, the Company
shall promptly appoint a successor Trustee for that series. Within one year
after the successor Trustee with respect to any series takes office, the
Holders of a majority in principal amount of the then outstanding Securities of
that series may appoint a successor Trustee to replace the successor Trustee
appointed by the Company. If a successor Trustee as to a particular series
does not take office within 60 days after the retiring Trustee resigns or is
removed, the retiring Trustee, the Company or the Holders of at least 10% in
principal amount of the then outstanding Securities of that series may petition
any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee fails to comply with Section 7.10 with respect to any
series, any Holder of Securities of that series who satisfies the requirements
of TIA Section 310(b) may petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee for that
series.

A successor Trustee as to any series of Securities shall deliver a
written acceptance of its appointment to the retiring Trustee and to the
Company. Immediately after that, the retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee (subject to the
lien provided for in Section 7.07), the resignation or removal of the retiring
Trustee shall become effective, and the successor Trustee shall have all the
rights, powers and duties of the Trustee under this Indenture as to that
series. The successor Trustee shall mail a notice of its succession to the
Holders of Securities of that series.

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<PAGE> 34
Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.07 hereof shall continue for
the benefit of the retiring trustee.

In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series 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, each 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) shall contain such provisions as shall be 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 or desirable to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee; provided,
however, that nothing herein or in such supplemental Indenture shall constitute
such Trustee co-trustees of the same trust and that each such Trustee shall be
trustee of a trust hereunder separate and apart from any trust hereunder
administered by any other such Trustee.

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 and each 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.

Section 7.09. Successor Trustee by Merger, etc.

If the Trustee as to any series of Securities consolidates, merges or
converts into, or transfers all or substantially all of its corporate trust
business to, another corporation, the successor corporation without any further
act shall be the successor Trustee as to that series.

Section 7.10. Eligibility; Disqualification.

Each series of Securities shall always have a Trustee who satisfies
the requirements of TIA Section 310(a). The Trustee as to any series of
Securities shall always have a combined capital and surplus of at least
$100,000,000 as set forth in its most recent published annual report of
condition.

This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to
TIA Section 310(b).

29
<PAGE> 35
Section 7.11. Preferential Collection of Claims Against Company.

The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

ARTICLE 8

DISCHARGE OF INDENTURE

Section 8.01. Termination of Company's Obligations.

Except as otherwise provided in this Section, the Company may
terminate its obligations under the Securities of any series and this Indenture
with respect to that series, if:

(a) all Securities of that series previously
authenticated and delivered (other than destroyed, lost or stolen
Securities which have been replaced or Securities of that series
which are paid pursuant to Section 4.01 or Securities of that series
for whose payment money or securities has theretofore been held in
trust and thereafter repaid to the Company, as provided in Section
8.03) have been delivered to the Trustee for cancellation and the
Company has paid all sums payable by it hereunder with respect to
such series; or

(b) (1) the Securities of that series mature
within one year or all of them are to be called for redemption within
one year after arrangements satisfactory to the Trustee for giving
the notice of redemption; and

(2) the Company irrevocably deposits in trust with
the Trustee during such one-year period, under the terms of an
irrevocable trust agreement in form and substance satisfactory to the
Trustee, as trust funds solely for the benefit of the Holders of
Securities of that series for that purpose, money or U.S. Government
Obligations, or a combination thereof, with the U.S. Government
Obligations maturing as to principal and interest in such amounts and
at such times as are sufficient, without consideration of any
reinvestment of such interest, to pay principal of and interest on the
Securities of that series to maturity or redemption, as the case may
be, and to pay all other sums payable by it hereunder; or

(c) (1) the Company irrevocably deposits in trust
with the Trustee under the terms of an irrevocable trust agreement in
form and substance satisfactory to the Trustee, as trust funds solely
for the benefit of the Holders of Securities of that series for that
purpose, money or U.S. Government Obligations, or a combination
thereof, with the U.S. Government Obligations maturing as to
principal and interest in such amounts and at such times as are
sufficient, without consideration of any reinvestment of such
interest, to pay principal of and interest on the Securities of that
series to maturity or redemption, as the case may be;

30
<PAGE> 36
(2) the Company shall have delivered to the Trustee
either (A) a ruling directed to the Trustee received from the
Internal Revenue Service to the effect that the Holders of the
Securities of that series will not recognize income, gain or loss for
federal income tax purposes as a result of the Company's exercise of
its option under this clause (c) and will be subject to federal income
tax on the same amount and in the same manner and at the same times as
would have been the case if such option had not been exercised, or (B)
an Opinion of Counsel to the same effect as the ruling described in
subclause (A) above accompanied by a ruling to that effect published
by the Internal Revenue Service, unless there has been a change in the
applicable federal income tax law since the date of this Indenture
such that a ruling from the Internal Revenue Service is no longer
required;

(3) the Company has paid or caused to be paid all sums
then payable by the Company hereunder; and

(4) the Company has delivered to the Trustee for that
series an Officers' Certificate and an Opinion of Counsel, each
stating that all conditions precedent provided for in this clause (c)
relating to termination of obligations of the Company have been
complied with.

The Company's obligations under Sections 2.03, 2.04, 2.05, 2.06,
2.07, 4.01 (together with its payment obligations under the Securities of that
series), 7.07, 7.08, 8.03 and 8.04 shall survive until the Securities of that
series are no longer outstanding. Thereafter, and after any discharge pursuant
to clause (a) above, only the Company's obligations in Sections 7.07 and 8.03
shall survive. If and when a ruling from the Internal Revenue Service or
Opinion of Counsel referred to in clause (c)(2) above is able to be provided
specifically without regard to, and not in reliance upon, the continuance of
the Company's obligations under Section 4.01 and its payment obligations under
the Securities of that series, then the Company's payment obligations under
such Section 4.01 and the Securities of that series shall cease upon delivery
to the Trustee of such ruling or Opinion of Counsel and compliance with the
other conditions precedent provided for in clause (c) above relating to the
satisfaction and discharge of this Indenture.

After any such irrevocable deposit the Trustee upon request shall
acknowledge in writing the discharge of the Company's obligations under the
Securities of that series and under this Indenture except for those surviving
obligations specified above.

"U.S. Government Obligations" means direct obligations of the United
States of America for the payment of which the full faith and credit of the
United States of America is pledged. U.S. Government Obligations shall not be
callable at the issuer's option.

Section 8.02. Application of Trust Money.

The Trustee shall hold in trust money or U.S. Government Obligations
deposited with it pursuant to Section 8.01 with respect to Securities of any
series. It shall apply the deposited money and the money from U.S. Government
Obligations through the Paying

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<PAGE> 37
Agent and in accordance with this Indenture to the payment of principal and
interest on the Securities of that series.

Section 8.03. Repayment to Company.

The Trustee and the Paying Agent shall promptly pay to the Company
upon request any excess money or securities held by them at any time.

The Trustee and the Paying Agent shall pay to the Company upon
request any money held by them for the payment of principal or interest that
remains unclaimed for two years after the date upon which such payment shall
have become due. After payment to the Company, Securityholders entitled to the
money must look to the Company for payment as general creditors unless an
applicable abandoned property law designates another Person, provided, however,
that the Trustee or such Paying Agent before being required to make such
repayment may at the expense of the Company mail to each such holder a 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 mailing any
unclaimed balance of such money then remaining will be repaid to the Company.

ARTICLE 9

SUPPLEMENTS, AMENDMENTS AND WAIVERS

Section 9.01. Without Consent of Holders.

The Company and the Trustee as to any series of Securities may
supplement or amend this Indenture or the Securities without notice to or the
consent of any Securityholder:

(1) to cure any ambiguity, defect or inconsistency;

(2) to comply with Article 5;

(3) to comply with any requirements of the Commission
in connection with the qualification of this Indenture under the TIA;

(4) to provide for uncertificated Securities in
addition to or in place of certificated Securities;

(5) to add to, change or eliminate any of the
provisions of this Indenture in respect of one or more series of
Securities, provided, however, that any such addition, change or
elimination (A) shall neither (i) apply to any Security of any series
created prior to the execution of such supplemental indenture and
entitled to the benefit of such provision nor (ii) modify the rights
of the Holder of any such Security with respect to such provision or
(B) shall become effective only when

32
<PAGE> 38
there is no outstanding Security of any series created prior to the
execution of such supplemental indenture and entitled to the benefit
of such provision;

(6) to make any change that does not adversely affect
in any material respect the interests of the Securityholders of any
series; or

(7) to establish additional series of Securities as
permitted by Section 2.01.

Section 9.02. With Consent of Holders.

Subject to Section 6.07, the Company and the Trustee as to any series
of Securities may amend this Indenture or the Securities of that series with
the written consent of the Holders of a majority in principal amount of the
then outstanding Securities of each series affected by the amendment, with each
such series voting as a separate class. The Holders of a majority in principal
amount of the then outstanding Securities of any series may also waive
compliance in a particular instance by the Company with any provision of this
Indenture with respect to that series or the Securities of that series;
provided, however, that without the consent of each Securityholder affected, an
amendment or waiver may not:

(1) reduce the percentage of the principal amount of
Securities whose Holders must consent to an amendment or waiver;

(2) reduce the rate of, or change the time for payment
of interest on, any Security;

(3) reduce the principal of or change the fixed
maturity of any Security or alter the redemption provisions with
respect thereto;

(4) make any Security payable in money other than that
stated in the Security;

(5) make any change in Section 6.04, 6.07 or 9.02
(this sentence); or

(6) waive a default in the payment of the principal
of, or interest on, any Security, except to the extent otherwise
provided for in Section 6.02.

An amendment or waiver under this Section which waives, changes or
eliminates any covenant or other provision of this Indenture which has
expressly been included 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 the consent of the Holders under this
Section to approve the particular form of any proposed amendment or waiver, but
it shall be sufficient if such consent approves the substance thereof.

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<PAGE> 39
After an amendment or waiver under this Section becomes effective,
the Company shall mail to Holders of Securities of each series affected thereby
a notice briefly describing the amendment or waiver. The Company will mail
supplemental indentures to Holders upon request. Any failure of the Company to
mail such notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any such supplemental indenture or waiver.

Section 9.03. Revocation and Effect of Consents.

Until an amendment or waiver becomes effective, a consent to it by a
Holder of a Security is a continuing consent by the Holder and every subsequent
Holder of a Security or portion of a Security that evidences the same debt as
the consenting Holder's Security, even if notation of the consent is not made
on any Security; provided, however, that unless a record date shall have been
established pursuant to Section 2.13(a), any such Holder or subsequent Holder
may revoke the consent as to his Security or portion of a Security if the
Trustee receives the notice of revocation before the date on which the
amendment or waiver becomes effective. An amendment or waiver shall become
effective on receipt by the Trustee of consents from the Holders of the
requisite percentage principal amount of the outstanding Securities of any
series, and thereafter shall bind every Holder of Securities of that series.

Section 9.04. Notation on or Exchange of Securities.

If an amendment or waiver changes the terms of a Security: (a) the
Trustee may require the Holder of the Security to deliver it to the Trustee,
the Trustee may place an appropriate notation on the Security about the changed
terms and return it to the Holder and the Trustee may place an appropriate
notation on any Security thereafter authenticated; or (b) if the Company or the
Trustee so determines, the Company in exchange for the Security shall issue and
the Trustee shall authenticate a new Security that reflects the changed terms.

Section 9.05. Trustee to Sign Amendments, etc.

The Trustee shall receive an Opinion of Counsel stating that the
execution of any amendment or waiver proposed pursuant to this Article is
authorized or permitted by this Indenture. Subject to the preceding sentence,
the Trustee shall sign such amendment or waiver if the same does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The
Trustee may, but shall not be obligated to, execute any such amendment,
supplement or waiver which affects the Trustee's own rights, duties,
liabilities or immunities under this Indenture or otherwise.

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<PAGE> 40
ARTICLE 10

MISCELLANEOUS

Section 10.01. Indenture Subject to Trust Indenture Act.

This Indenture is subject to the provisions of the TIA which are
required to be part of this Indenture, and shall, to the extent applicable, be
governed by such provisions.

Section 10.02. Notices.

Any notice or communication is duly given if in writing and delivered
in person or sent by first-class mail (registered or certified, return receipt
requested), telecopier or overnight air courier guaranteeing next day delivery,
addressed as follows:

If to the Company:

Getchell Gold Corporation
5460 South Quebec Street, Suite 240
Englewood, Colorado 80111
Attention: Chief Financial Officer

If to the Trustee:

-------------------------------
-------------------------------
-------------------------------
-------------------------------
Attention:[___________________]

The Company or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders)
shall be deemed to have been duly given: at the time delivered by hand, if
personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when receipt acknowledged, if telecopied; and the
next Business Day after timely delivery to the courier, if sent by overnight
air courier guaranteeing next day delivery.

Any notice or communication to a Securityholder shall be mailed by
first-class mail to his address shown on the register kept by the Registrar.
Failure to mail a notice or communication to a Securityholder or any defect in
it shall not affect its sufficiency with respect to other Securityholders. If
the Company mails a notice or communication to Securityholders, it shall mail a
copy to the Trustee at the same time.

If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

35
<PAGE> 41
Section 10.03. Communication By Holders With Other Holders.

Holders may communicate pursuant to TIA Section 312(b) with other
Holders with respect to their rights under this Indenture or the Securities.
The Company, the Trustee, the Registrar and anyone else shall have the
protection of TIA Section 312(c).

Section 10.04. Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:

(a) an Officers' Certificate stating that, in the
opinion of the signers, all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been
complied with; and

(b) an Opinion of Counsel stating that, in the opinion
of such counsel, all such conditions precedent have been complied
with.

Section 10.05. Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than the
certificate provided for in Section 4.03) shall include:

(1) a statement that the Person making such
certificate or opinion has read such covenant or condition;

(2) 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;

(3) a statement that, in the opinion of such Person,
he or she has made such examination or investigation as is necessary
to enable him or her to express an informed opinion as to whether or
not such covenant or condition has been complied with; and

(4) a statement as to whether or not, in the opinion
of such Person, such condition or covenant has been complied with;
provided, however, that with respect to matters of fact an Opinion of
Counsel may rely on an officer's certificate or certificates of
public officials.

Section 10.06. Rules by Trustee and Agents.

The Trustee as to Securities of any series may make reasonable rules
for action by or at a meeting of Holders of Securities of that series. The
Registrar and any Paying Agent or Authenticating Agent may make reasonable
rules and set reasonable requirements for their functions.

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<PAGE> 42
Section 10.07. Legal Holidays.

A "Legal Holiday" is a Saturday, a Sunday or a day on which banking
institutions in New York, New York or Englewood, Colorado, are not required to
be open. If a payment date is a Legal Holiday at a place of payment, payment
may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period.

Section 10.08. No Recourse Against Others.

A past, present or future director, officer, employee, stockholder or
incorporator, as such, of the Company or any successor corporation shall not
have any liability for any obligations of the Company under the Securities or
the Indenture or for any claim based on, in respect of, or by reason of such
obligations or their creation. Each Securityholder by accepting a Security
waives and releases all such liability. The waiver and release are part of the
consideration of issuance of the Securities. Such waiver may not be effective
to waive liabilities under the federal securities laws and it is the view of
the Commission that such a waiver is against public policy.

Section 10.09. Counterparts.

This Indenture may be executed by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.

Section 10.10. Governing Law.

THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS
INDENTURE AND THE SECURITIES, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS
THEREOF.

Section 10.11. Severability.

In case any provision in this Indenture or in the Securities 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.

Section 10.12. Effect of Headings, Table of Contents, etc.

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

Section 10.13. Successors and Assigns.

All covenants and agreements of the Company in this Indenture and the
Securities shall bind its successors and assigns. All agreements of the
Trustee in this Indenture shall bind its successor.

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<PAGE> 43
Section 10.14. No Interpretation of Other Agreements.

This Indenture may not be used to interpret another indenture, loan
or debt agreement of the Company or any Subsidiary. Any such indenture, loan
or debt agreement may not be used to interpret this Indenture.

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<PAGE> 44
SIGNATURES

IN WITNESS WHEREOF, the parties hereto have executed this Indenture
as of the date first above written.

Getchell Gold Corporation

By
-------------------------------------
Name:
Title:

[ ],
as Trustee

By
-------------------------------------
Name:
Title:

S-1
<PAGE> 45

STATE OF COLORADO )
) ss.
CITY OF ENGLEWOOD )

On this _____ day of _____________, before me personally came
__________________, to me known, who being by me duly sworn, did depose and say
that he is _________________ of Getchell Gold Corporation, one of the entities
described in and which executed the above instrument; and that he signed his
name thereto by authority of the Board of Directors of such entity.

-------------------------
Notary Public

(Notarial Seal)

STATE OF
---------- )
) ss.
CITY OF )
-----------

On this _____ day of _____________, before me personally came
__________________, to me known, who being by me duly sworn, did depose and say
that he is Trust Officer of _______________________________, one of the
entities described in and which executed the above instrument; and that he
signed his name thereto by authority of the Board of Directors of such entity.

-------------------------
Notary Public
(Notarial Seal)

S-2

<PAGE> 1

EXHIBIT 5(a)

[LATHAM & WATKINS LETTERHEAD]

June 27, 1997

Getchell Gold Corporation
5460 South Quebec Street, Suite 240
Englewood, Colorado 80111

Re: $300,000,000 Aggregate Offering Price of Securities
of Getchell Gold Corporation

Ladies and Gentlemen:

In connection with a registration statement on Form S-3 (the
"Registration Statement") filed on June 27, 1997 with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), you have requested our opinion with respect to
the matters set forth below.

You have provided us with a draft prospectus (the
"Prospectus") which is a part of the Registration Statement. The Prospectus
provides that it will be supplemented in the future by one or more supplements
to the Prospectus (each a "Prospectus Supplement"). The Prospectus as
supplemented by various Prospectus Supplements will provide for the
registration by the Company of up to $300,000,000 aggregate offering price of
(i) one or more series of senior, senior subordinated or subordinated debt
securities (the "Debt Securities"), (ii) one or more series of preferred stock,
par value $.0001 per share (the "Preferred Stock"), (iii) shares of common
stock, par value $.0001 per share (the "Common Stock"), or (iv) warrants to
purchase Common Stock, Preferred Stock or Debt Securities (the "Warrants").
The Debt Securities, Preferred Stock, Common Stock and Warrants are
collectively referred to herein as the "Securities." Any Debt Securities may
be exchangeable and/or convertible into shares of Common Stock or Preferred
Stock. The Preferred Stock may also be exchangeable for and/or convertible
into shares of Common Stock or another series of Preferred Stock. The Debt
Securities may be issued pursuant to one or more indentures (collectively, the
"Indentures"), in each case between the Company and a trustee (each, a
"Trustee").
<PAGE> 2
In our capacity as your special counsel in connection with the
Registration Statement, we are generally familiar with the proceedings taken
and proposed to be taken by the Company in connection with the authorization
and issuance of the Securities. For purposes of this opinion, we have assumed
that such proceedings will be timely and properly completed, in accordance with
all requirements of applicable federal, Delaware and New York laws, in the
manner presently proposed.

We have made such legal and factual examinations and
inquiries, including an examination of originals and copies certified or
otherwise identified to our satisfaction, of all such documents, corporate
records and instruments of the Company as we have deemed necessary or
appropriate for purposes of this opinion. In our examination, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals, and the conformity to authentic original documents of all
documents submitted to us as copies.

We have been furnished with, and with your consent have
exclusively relied upon, certificates of officers of the Company with respect
to certain factual matters. In addition, we have obtained and relied upon such
certificates and assurances from public officials as we have deemed necessary.

We are opining herein as to the effect on the subject
transaction only of the federal securities laws of the United States, the
General Corporation Law of the State of Delaware and with respect to opinion
number 1 below, the internal laws of the State of New York, and we express no
opinion with respect to the applicability thereto, or the effect thereon, of
the laws of any other jurisdiction or, in the case of Delaware, any other laws,
or as to any matters of municipal law or the laws of any local agencies within
any state.

Subject to the foregoing and the other qualifications set
forth herein, it is our opinion that, as of the date hereof:

1. When (a) the Debt Securities have been duly
established in accordance with the applicable Indentures (including, without
limitation, the adoption by the Board of Directors of the Company of a
resolution duly authorizing the issuance and delivery of the Debt Securities),
duly authenticated by the Trustee and duly executed and delivered on behalf of
the Company against payment therefor in accordance with the terms and
provisions of the applicable Indenture and as contemplated by the Registration
Statement, the Prospectus and the related Prospectus Supplement(s), and (b)
when the Registration Statement and any required post-effective amendment
thereto and any and all Prospectus Supplement(s) required by applicable laws
have all become effective under the Securities Act, and (c) assuming that the
terms of the Debt Securities as executed and delivered are as described in the
Registration Statement, the Prospectus and the related Prospectus
Supplement(s), and (d) assuming that the Debt Securities as executed and
delivered do not violate any law applicable to the Company or result in a
default under or breach of any agreement or instrument binding upon the
Company, and (e) assuming that the Debt Securities as executed and delivered
comply with all requirements and restrictions, if any,
<PAGE> 3
applicable to the Company, whether imposed by any court or governmental or
regulatory body having jurisdiction over the Company, and (f) assuming that the
Debt Securities are then issued and sold as contemplated in the Registration
Statement, the Prospectus and the related Prospectus Supplement(s), the Debt
Securities will constitute valid and legally binding obligations of the
Company, enforceable against the Company in accordance with the terms of the
Debt Securities.

2. The Company has the authority pursuant to its
Certificate of Incorporation, as amended, to issue up to 10,000,000 shares of
Preferred Stock. When a series of Preferred Stock has been duly established in
accordance with the terms of the Certificate of Incorporation and applicable
law, and upon adoption by the Board of Directors of the Company of a resolution
in form and content as required by applicable law and upon issuance and
delivery of and payment for such shares in the manner contemplated by the
Registration Statement, the Prospectus and the related Prospectus Supplement(s)
and by such resolution, such shares of such series of Preferred Stock
(including any Preferred Stock duly issued (i) upon the exchange or conversion
of any shares of Preferred Stock that are exchangeable or convertible into
another series of Preferred Stock, (ii) upon the exercise of any Warrants
exercisable for Preferred Stock or (iii) upon the exchange or conversion of
Debt Securities that are exchangeable or convertible into Preferred Stock) will
be validly issued, fully paid and nonassessable.

3. The Company has the authority pursuant to its
Certificate of Incorporation, as amended, to issue up to 50,000,000 shares of
Common Stock. Upon adoption by the Board of Directors of the Company of a
resolution in form and content as required by applicable law and upon issuance
and delivery of and payment for such shares in the manner contemplated by the
Registration Statement, the Prospectus and the related Prospectus Supplement(s)
and by such resolution, such shares of Common Stock (including any Common Stock
duly issued (i) upon the exchange or conversion of any shares of Preferred
Stock that are exchangeable or convertible into Common Stock, (ii) upon the
exercise of any Warrants exercisable for Common Stock or (iii) upon the
exchange or conversion of Debt Securities that are exchangeable or convertible
into Common Stock) will be validly issued, fully paid and nonassessable.

4. When (a) the Warrants have been duly executed and
delivered, and issued and sold in the form and in the manner contemplated in
the Registration Statement, the Prospectus and the related Prospectus
Supplement(s), and (b) when the Registration Statement and any required
post-effective amendment thereto and any and all Prospectus Supplement(s)
required by applicable law have all become effective under the Securities Act,
and (c) assuming that the terms of the Warrants as executed and delivered are
as described in the Registration Statement, the Prospectus and the related
Prospectus Supplement(s), and (d) assuming that the Warrants, as executed and
delivered, do not violate any law applicable to the Company or result in a
default under or breach of any agreement or instrument binding upon the
Company, and (e) assuming the Warrants as executed and delivered comply with
all requirements and restrictions, if any, applicable to the Company, whether
imposed by any court or governmental or regulatory body having
<PAGE> 4
jurisdiction over the Company, and (f) assuming that the Warrants are then
issued and sold as contemplated in the Registration Statement, the Prospectus
and the related Prospectus Supplement(s), the Warrants will constitute valid
and binding obligations of the Company, enforceable against the Company in
accordance with their terms.

The opinion set forth in paragraph 1 above is subject to the
following exceptions, limitations and qualifications: (i) the effect of
bankruptcy, insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to or affecting the rights and remedies of
creditors; (ii) the effect of general principles of equity, including without
limitation, concepts of materiality, reasonableness, good faith and fair
dealing and the possible unavailability of specific performance or injunctive
relief, regardless of whether enforcement is considered in a proceeding in
equity or at law, and the discretion of the court before which any proceeding
therefor may be brought; (iii) the unenforceability under certain circumstances
under law or court decisions of provisions providing for the indemnification
of, or contribution to, a party with respect to a liability where such
indemnification or contribution is contrary to public policy; and (iv) we
express no opinion with respect to whether acceleration of Debt Securities may
affect the collectibility of any portion of the stated principal amount thereof
which might be determined to constitute unearned interest thereon.

We assume for purposes of this opinion that the Company has
been duly incorporated and is validly existing as a corporation under the laws
of the State of Delaware and has the corporate power and authority to issue and
sell the Securities; and that the applicable Indenture has been duly authorized
by all necessary corporate action by the Company, has been duly executed and
delivered by the Company and constitutes the legally valid, binding and
enforceable obligation of the Company enforceable against the Company in
accordance with its terms; the Trustee for each Indenture is duly organized,
validly existing and in good standing under the laws of its jurisdiction of
organization; that the Trustee is duly qualified to engage in the activities
contemplated by the applicable Indenture; that the applicable Indenture has
been duly authorized, executed and delivered by the Trustee and constitutes a
legally valid, binding and enforceable obligation of the Trustee, enforceable
against the Trustee in accordance with its terms; that the Trustee is in
compliance, generally and with respect to acting as Trustee under the
applicable Indenture, with all applicable laws and regulations; and that the
Trustee has the requisite organizational and legal power and authority to
perform its obligations under the applicable Indenture.

We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption
"Legal Matters" in the Prospectus included therein.
<PAGE> 5
This opinion is rendered only to you and is solely for your
benefit in connection with the transactions covered hereby. This opinion may
not be relied upon by you for any other purpose, or furnished to, quoted to, or
relied upon by any other person, firm or corporation for any purpose, without
our prior written consent.

Very truly yours,

/s/ Latham & Watkins

<PAGE> 1
EXHIBIT 12

GETCHELL GOLD CORPORATION

RATIO OF EARNINGS TO FIXED CHARGES

1992 1993 1994 1995 INTERIM 1996 1997 Q1
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
FIXED CHARGES
INTEREST EXPENSE:
CHEMFIRST NOTES $ 989,249 $ 1,020,814 $1,508,232 $ 1,799,654 $ 1,077,342 $ 238,722 $ 644
GOLD LOAN 905,947 478,022 189,772 0 0 0 0
CAPITAL LEASES 0 0 0 0 109,250 843,465 220,437
OTHER 0 3,405 3,233 5,483 1,447,297 0 0
AMORTIZATION OF LOAN COSTS 407,796 203,181 74,418 0 0 0 0
INTEREST CAPITALIZED 0 43,000 221,000 1,159,000 402,000 1,276,996 383,940
PREFERRED DIVIDENDS 0 0 0 0 0 0 0
------------------------------------------------------------------------------------------------
TOTAL FIXED CHARGES $2,302,992 $ 1,748,422 $1,996,655 $ 2,964,138 $ 3,035,889 $ 2,359,184 $ 605,020

EARNINGS
PRE-TAX INCOME FROM CONTINUING
OPERATIONS $5,928,000 ($3,086,000) $5,599,000 ($17,929,000) ($5,911,000) ($14,822,000) ($7,979,000)
FIXED CHARGES EXCLUDING INTEREST
CAPITALIZED 2,302,992 1,705,422 1,775,655 1,805,138 2,633,889 1,082,188 221,080
------------------------------------------------------------------------------------------------
TOTAL ADJUSTED EARNINGS $8,230,992 ($1,380,578) $7,374,655 ($16,123,862) ($3,277,111) ($13,739,812) ($7,757,920)

COVERAGE DEFICIENCY NA $ 3,129,000 NA $ 19,088,000 $ 6,313,000 $ 16,098,998 $ 8,362,940

RATIO OF EARNINGS TO FIXED CHARGES 3.6 (0.8) 3.7 (5.4) (1.1) (5.8) (12.8)
</TABLE>

<PAGE> 1

EXHIBIT 23(a)

CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
Getchell Gold Corporation:

We consent to incorporation by reference in the registration statement on Form
S-3 of Getchell Gold Corporation of our report dated February 12, 1997, except
as to Note 14, which is as of February 14, 1997, relating to the consolidated
balance sheets of Getchell Gold Corporation and subsidiary as of December 31,
1996 and 1995, and the related consolidated statements of operations,
stockholders' equity and cash flows for the year ended December 31, 1996, the
six months ended December 31, 1995 and each of the years in the two-year period
ended June 30, 1995, which report appears in the December 31, 1996 annual
report on Form 10-K of Getchell Gold Corporation.

We also consent to the reference to our firm under the heading "Experts" in the
registration statement.

/s/ KPMG Peat Marwick LLP

KPMG Peat Marwick LLP

Denver, Colorado
June 26, 1997