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INDEMNIFICATION LETTER
Granges Inc.
2230 - 885 West Georgia Street
Vancouver, B.C.
V6C 3E8
Ladies and Gentlemen:
In connection with and in consideration for your agreement with Atlas
Corporation (the "Company") dated November 10, 1995 to file a registration
statement under the United States Securities Act of 1933 (the "1933 Act")
registering for resale the common shares (the "Granges Shares") of Granges Inc.
("Granges") held by the Company, all in connection with the offering (the
"Offering") by the Company of up to $15 million (U.S.) of special debenture
warrants (the "Special Warrants") which may, under certain circumstances, be
exercised for the purchase of exchangeable debentures of the Company in
principal amount of up to $16,500,000 (U.S.) (the "Debentures"), which in turn
(as to principal) may, under certain circumstances, be exchanged for, redeemed
for or paid in the Granges Shares pursuant to an Underwriting Agreement dated
October 25, 1995 between the Company, Yorkton Securities Inc. and First Marathon
Securities Ltd., the Company agrees to indemnify and hold harmless Granges and
its officers and directors and each other person, if any, who controls Granges
within the meaning of Section 15 of the 1933 Act against any and all losses,
claims, damages, liabilities and expenses (including any reasonable
investigation, legal and other expenses incurred in connection with, and any
amount paid in settlement of, any action, suit or proceeding or any claim
asserted), to which it or they may become subject under the Ontario or British
Columbia Securities Acts, the 1933 Act, the United States Securities Exchange
Act of 1934, as amended, or any other federal, provincial or state statutory law
or regulation, or at common law or otherwise in Canada or the United States
insofar as such losses, claims, damages, liabilities or expenses arise out of or
are based upon any misrepresentation or untrue statement or alleged untrue
statement of a material fact contained in (a) any private
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placement offering memorandum in connection with the Special Warrants, (b) any
preliminary or final prospectus filed with the securities commissions of Ontario
or British Columbia in connection with the Offering or (c) any registration
statement filed with the Securities and Exchange Commission of the United States
and with any state securities or "blue sky" administrators in any states thereof
by the Company or Granges in connection with offers, sales and resales of the
Granges Shares under any such offering memorandum, prospectus or registration
statement, or the omission or alleged omission to state in any such offering
memorandum, prospectus or registration statement a material fact required to be
stated therein or necessary to make the statements therein not misleading,
provided, however, that the Company will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon any such untrue statement or alleged untrue statement or omission or
alleged omission made by Granges or made therein in reliance upon and in
conformity with written information furnished by Granges to the Company
specifically for use in connection with the preparation thereof, or in reliance
upon and in conformity with (whether by incorporation by reference or otherwise)
information contained in Granges' filings under Canadian or United States
federal, provincial or state securities laws or regulations.
Promptly after receipt by an indemnified party of notice of commencement of any
action, suit or proceeding against such party in respect to which a claim is to
be made against any indemnifying party, it will notify the indemnifying party of
the commencement of such action, suit or proceeding, and forward to the
indemnifying party a copy of all papers served, but the omission so to notify
such indemnifying party of any such action, suit or proceeding shall not relieve
it from any liability that it may have to any indemnified party otherwise. In
case any such action, suit or proceeding shall be brought against any
indemnified party and it notifies the indemnifying party of the commencement
thereof, the indemnifying party shall be entitled to participate in, and, to the
extent that it wishes, to assume the defense thereof, with counsel satisfactory
to such indemnified party, and after such notice
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from the indemnifying party to such indemnified party of the election by the
indemnifying party so to assume the defense thereof, the indemnifying party
shall not be liable to such indemnified party for legal or other expenses,
except as provided below and except for the reasonable costs of investigation
subsequently incurred by such indemnified party in connection with the defense
thereof. The indemnified party shall have the right to employ its own counsel in
such action, but the fees and expenses of such counsel shall be at the expense
of such indemnified party unless (i) the employment of counsel by such
indemnified party has been authorized in writing by the indemnifying party; (ii)
the indemnified party shall have reasonably concluded that there may be one or
more legal defenses available to it which are in conflict with those available
to the indemnifying party in which case the indemnifying party shall not have
the right to direct the defense of such action on behalf of the indemnified
party; or (iii) the indemnifying party shall not in fact have employed counsel
to assume the defense of such action, in each of which cases the fees and
expenses of counsel shall be at the expense of the indemnifying party. An
indemnifying party shall not be liable for any settlement of any action or claim
effected without its written consent.
DATED this 15th day of November, 1995.
Atlas Corporation
By: /s/ GERALD E. DAVIS
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Title: Gerald E. Davis
President
Agreed:
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Granges Inc.
By: /s/ A.J. ALI By: /s/ J.D. BUSSE
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Title: A.J. Ali J.D. Busse
Vice President of Finance General Counsel
& Corporate
Secretary
Date: November 15, 1995