DATED 27 October 2009

Exhibit 10.1

DATED		27 October 2009

COEUR ALASKA INC.
(as Borrower)

THE FINANCIAL INSTITUTIONS LISTED IN SCHEDULE 1
(as Original Lenders)

CREDIT SUISSE
(as Arranger)

CREDIT SUISSE
(as Security Agent)

CREDIT SUISSE
(as Facility Agent)

-and-

CREDIT SUISSE
(as Hedge Provider)

TERM FACILITY
AGREEMENT
relating to
US$45 million secured financing

CONTENTS

1.		DEFINITIONS AND INTERPRETATION			1
2.		THE FACILITY			25
3.		PURPOSE AND USE OF PROCEEDS			25
4.		CONDITIONS OF UTILISATION			26
5.		UTILISATION			27
6.		REPAYMENT			28
7.		PREPAYMENT AND CANCELLATION			29
8.		INTEREST			31
9.		INTEREST PERIODS			33
10.		CHANGES TO THE CALCULATION OF INTEREST			33
11.		FEES			34
12.		TAX GROSS-UP AND INDEMNITIES			35
13.		INCREASED COSTS			38
14.		OTHER INDEMNITIES			39
15.		MITIGATION			41
16.		COSTS AND EXPENSES			41
17.		REPRESENTATIONS			42
18.		INFORMATION UNDERTAKINGS			50
19.		INSURANCE			54
20.		FINANCIAL COVENANTS			56
21.		PROJECT UNDERTAKINGS			59
22.		GENERAL UNDERTAKING			63
23.		ACCOUNTS AND PAYMENT WATERFALL			67
24.		EVENTS OF ▇▇▇▇▇▇▇			▇▇
▇▇.		CHANGES TO THE LENDERS			78
26.		CHANGES TO THE OBLIGORS			81

27.		ROLE OF THE ADMINISTRATIVE PARTIES			81
28.		CONDUCT OF BUSINESS BY THE FINANCE PARTIES			87
29.		SHARING AMONG THE FINANCE PARTIES			88
30.		PAYMENT MECHANICS			89
31.		SET-OFF			92
32.		NOTICES			92
33.		CALCULATIONS AND CERTIFICATES			94
34.		PARTIAL INVALIDITY			95
35.		REMEDIES AND WAIVERS			95
36.		AMENDMENTS AND WAIVERS			95
37.		COUNTERPARTS			96
38.		GOVERNING LAW			96
39.		ENFORCEMENT			96
SCHEDULE 1					98
		Original Lenders			98
SCHEDULE 2					99
		Conditions precedent			99
SCHEDULE 3					103
		Utilisation Request			103
SCHEDULE 4					105
		Information package			105
SCHEDULE 5					106
		Form of Transfer Certificate			106
SCHEDULE 6					108
		Security Provisions			108
SCHEDULE 7					111
		Final Completion Certificate			111
SCHEDULE 8					112

Capital Equipment Leases			112
SIGNATURES			113

THIS AGREEMENT is made on		27 October 2009

BETWEEN

(1)		COEUR ALASKA INC., a company incorporated in the State of Delaware of the United States of America, acting through its office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ d’▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, as borrower (the “Borrower”);
(2)		THE FINANCIAL INSTITUTIONS LISTED IN SCHEDULE 1 (Original Lenders), as lenders (in this capacity, each an “Original Lender”);
(3)		CREDIT SUISSE, a banking institution incorporated under the laws of Switzerland, acting through its office at ▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ as arranger of the Facility (in this capacity, the “Arranger”);
(4)		CREDIT SUISSE, as security agent of the Finance Parties (in this capacity, the “Security Agent”); and
(5)		CREDIT SUISSE, as facility agent of the Finance Parties (in this capacity, the “Facility Agent”); and
(6)		CREDIT SUISSE, as hedge provider to the Borrower (in this capacity, the “Hedge Provider”).

IT IS AGREED:

1.		DEFINITIONS AND INTERPRETATION
1.1		Definitions
		In this Agreement:
		“Account Bank” means the Facility Agent in its capacity as account bank for the Debt Service Reserve Account, the Loan Account and the Proceeds Account;
		“Administrative Party” means an Agent or the Arranger;
		“Affiliate” means, in relation to any person, a Subsidiary of that person or a Parent Undertaking of that person or any other Subsidiary of that Parent Undertaking;
		“Agent” means the Facility Agent or the Security Agent;
		“Applicable Permit” shall mean at any time any Permit that is necessary to be obtained by or on behalf of the Borrower at such time in light of the stage of development, construction or operation of the Project to enable the Borrower to construct, test, operate, maintain, repair, own its interest in or use the Project;
		“Approved Contractors” means Alaska Interstate Construction, Alcan, Knight Piesold, Tetratech, Amec, Golder, PND and R&M or any other contractor as the Facility Agent may approve from time to time, acting reasonably;
		“Approved Insurer” means Munich Re, Zurich, Arch, Swiss Re or any other insurer as the Facility Agent may approve from time to time, acting reasonably;

“Approved Offtaker” means The Rand Refinery, Barrick Goldstrike, Xstrata, Penoles, Aurubis, Umicore, Dowa, Sumitomo, Mitsubishi International Corporation and Minmetals and any other Offtakers approved from time to time by the Facility Agent, acting reasonably;

“Authorisation” means an authorisation, consent, approval, resolution, license, exemption, filing, notarisation, order, or registration and, if the same is conditional, the compliance with all the conditions stipulated therein;

“Authorised Officer” means in respect of any Obligor, any director, attorney, the president, chief financial officer or company secretary, or any other person from time to time authorised by directors’ resolution (a certified copy of which is delivered to the Facility Agent) or nominated by any Obligor by a written notice to the Facility Agent, as an authorised officer to sign notices or documents on its behalf in connection with any of the Finance Documents;

“Authorised Recipient” means:

	(a)		any Finance Party;
	(b)		any Affiliate, head office or branch of a Finance Party;
	(c)		any employee, officer, representative or adviser of a Finance Party (or any other person providing professional services to a Finance Party which is required to receive any information in relation to any Finance Document);
	(d)		any agent or independent contractor of a Finance Party which is under a contractual obligation of confidentiality to that Finance Party;
	(e)		a party which is, or could reasonably be expected to be, an assignee, novatee, transferee or participant (or any agent or adviser of any of the foregoing) in relation to all or any of a Finance Party’s rights and/or obligations under any Finance Document;
	(f)		any person with (or through) whom (or any agent or adviser of any such person) a Lender enters into (or shows a demonstrable intention to enter into) any sub- participation in relation to this Agreement or any Obligor or in relation to any other transaction under which payments are to be made by reference to this Agreement or any Obligor;
	(g)		any rating agency, insurer or insurance broker of, or any direct or indirect provider of credit protection to, a Finance Party;
	(h)		any regulatory, supervisory or Governmental Authority which has jurisdiction over a Finance Party;
	(i)		any Obligor or any shareholder of an Obligor;
	(j)		any person permitted by any Obligor;
	(k)		any person who is succeeding (or shows a demonstrable intention to succeed) an Agent in such capacity;
	(l)		any person to whom a Finance Party is required by Law, regulation or competent court or tribunal to make disclosure; or

(m)

any person to whom a Finance Party is under a legal duty to disclose or, where such person is a regulatory authority, which has requested such disclosure in compliance with any regulation,

provided that, in relation to paragraphs (d), (e) and (f) above, the person to whom the information is to be given has entered into a Confidentiality Undertaking;

“Availability Period” means the period from and including the Conditions Precedent Satisfaction Date to and including 1 November 2010, unless otherwise extended by agreement between the Borrower and the Facility Agent (acting on the instructions of all Lenders);

“Available Commitment” means a Lender’s Commitment minus:

	(a)		the amount of its participation in any outstanding Loans; and
	(b)		in relation to any proposed Utilisation, the amount of its participation in the Loans that are due to be made on or before the proposed Utilisation Date;

“Available Facility” means the aggregate for the time being of each Lender’s Available Commitment;

“Base Currency” means US Dollars;

“Base Currency Amount” means in relation to a Utilisation, the amount specified in the Utilisation Request delivered by a Borrower for that Utilisation (or, if the amount requested is not denominated in the Base Currency, that amount converted into the Base Currency at the Spot Rate of Exchange on the date which is three Business Days before the Utilisation Date or, if later, on the date the Agent receives the Utilisation Request in accordance with the terms of this Agreement) as adjusted to reflect any repayment, prepayment, consolidation or division of a Utilisation;

“Benefit Plan” shall mean any employee pension benefit plan (other than a Multiemployer Plan) that is a defined benefit plan, as defined in section 3(35) of ERISA, and that is subject to the provisions of Title IV of ERISA or section 412 of the Code or section 307 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under section 4069 of ERISA be deemed to be) an “employer” as defined in section 3(5) of ERISA;

“Borrower Change of Control” means any event or circumstance whereby the Guarantor ceases to Control the Borrower;

“Borrower Change of Ownership” means any event or circumstance whereby the Guarantor ceases to own, legally and beneficially, 100 per cent of the Borrower’s issued shared capital; save where:

	(a)		the Guarantor thereafter continues to own, legally and beneficially, more than 75 per cent of the Borrower’s issued shared capital;
	(b)		the Facility Agent has given its prior written consent to such change (such consent not to be unreasonably withheld or delayed); and
	(c)		the Facility Agent has approved (acting reasonably) the terms of the relevant agreement with the incoming shareholders;

“Borrower Funds” means any amounts invested in or paid to the Borrower by the Guarantor by way of equity or fully subordinated debt and credited to the Proceeds Account;

“Borrower Security Agreement” means the security agreement, in form and substance satisfactory to the Security Agent, pursuant to which the Borrower has granted a first priority security interest in all of its personal property for the benefit of the Security Agent (on behalf of the Finance Parties) as security for the discharge of the Secured Liabilities;

“Break Costs” means the amount (if any) by which:

(a)

the interest (excluding Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in the Loan or Unpaid Sum to the last day of the current Interest Period in respect of the Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

(b)

the amount which that Lender would be able to obtain, such amount to be determined on the basis of the Screen Rate, by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period;

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in:

	(a)		in relation to determination of a Quotation Day, Zurich and London; and
	(b)		for all other purposes, Zurich and New York;

“Capex Budget” means the itemised and timed budget for the construction of the Construction Project, detailing the Borrower’s projected Construction Costs from the date of this Agreement up to Final Completion, as initialled for the purposes of identification by the Borrower and delivered to the Facility Agent pursuant to paragraph 4 of schedule 2 (Conditions precedent);

“Capital Equipment Leases” means the leases and hire purchase contracts for capital equipment used on the Project which have been entered into or are to be entered into after the date of this Agreement and which constitute Finance Leases for US GAAP, being those set out in schedule 8 (Capital Equipment Leases);

“Code” shall mean the Internal Revenue Code of 1986, as amended;

“Co-Funding Commencement Date” means the first Business Day of the Availability Period;

“Collateral” means all property and assets of the Borrower, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document;

“Commitment” means:

	(a)		in relation to an Original Lender, the amount set opposite its name under the heading “Commitment” in schedule 1 (Original Lenders) and the amount of any other Commitment transferred to it under this Agreement; and
	(b)		in relation to any other Lender, the amount of any Commitments transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement;

“Conditions Precedent Satisfaction Date” means the date upon which the Facility Agent gives written confirmation to the Borrower that it has received (or waived the requirement to receive, in whole or in part) all of the documents and/or evidence set out in schedule 2 (Conditions Precedent) in each case in form and substance satisfactory to the Facility Agent;

“Confidentiality Undertaking” means a confidentiality undertaking substantially in a form recommended for the time being by the LMA for such purpose or in any other form agreed between the Borrower and the Facility Agent;

“Construction Contracts” means all contracts and other agreements entered into between the Borrower and any Approved Contractors in relation to the Construction Project;

“Construction Costs” means all payments to be made to Approved Contractors and other consultants in respect of construction work on the Construction Project;

“Construction Project” means the construction of infrastructure on the Site to enable the Life of Mine Plan to be implemented (including without limitation the Tailings Facility and the Paste Facility);

“Control” means, in relation to a company, any person or persons acting in concert:

	(a)		controlling or being able to control (whether directly or indirectly) the composition of the board of directors or management board of that company;
	(b)		in accordance with whose directions a majority of the members of the board of directors or management board of that company are or become accustomed to act; or
	(c)		able to direct (whether directly or indirectly) the affairs of that company;

“Controlled Group” shall mean all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Borrower, are treated as a single employer under section 414(b) or 414(c) of the Code;

“Debt Service Reserve Account” means the US Dollar denominated account (account no
▇▇▇▇-▇▇▇▇▇▇▇-▇▇ designation “Coeur Alaska Inc. — Debt Service Reserve Account”) established by the Borrower in Zurich, Switzerland with the Account Bank (and any sub- account or substitute account from time to time);

“Debt Service Reserve Account Charge” means the account charge governed by Swiss law dated on or around the same date as this Agreement given by the Borrower for the benefit of the Security Agent on behalf of the Finance Parties pursuant to which a charge is created over the Debt Service Reserve Account as security for the discharge of the Secured Liabilities;

“Deed of Trust” means the deed of trust deed to be granted by the Borrower in favour of the Security Agent comprising Security over the Property Rights (including the Mineral Rights) as more particularly set out therein;

“Default” means an Event of Default or any event or circumstance specified in clause 24 (Events of Default) which would (with the expiry of a grace period or other lapse of time, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default;

“Delegate” means any delegate, agent, or attorney appointed by the Security Agent;

“Disruption Event” means either or both of:

	(a)		a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or
	(b)		the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

	(i)		from performing its payment obligations under the Finance Documents; or
	(ii)		from communicating with other Parties in accordance with the terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted;

“Easements” shall mean the easements appurtenant, easements in gross, license agreements and other rights running in favour of the Borrower and/or appurtenant to the Site, including without limitation those certain easements and licenses described in the Title Policy;

“Eminent Domain Proceeds” shall mean all amounts and proceeds (including instruments)
received in respect of any Event of Eminent Domain;

“Environmental Claim” shall mean any and all liabilities, losses, administrative, regulatory or judicial actions, suits, written demands, decrees, written claims, liens, judgments, warning notices, notices of noncompliance or violation, governmental investigations, governmental proceedings, removal or remedial actions, orders, or damages (foreseeable and unforeseeable, including consequential and punitive damages), penalties, fees, out-of-pocket costs, expenses, disbursements, attorneys’ or consultants’ fees, relating in any way to any Environmental Law or any Permit issued under any such Environmental Law (hereafter “Claims”), including (a) any and all Claims by Governmental Authorities for enforcement, investigation, cleanup, removal, response, remedial or other actions or fines, penalties or damages pursuant to any applicable Environmental Law, and (b) any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from Hazardous Substances or arising from alleged injury or threat of injury to human health and safety or the environment under any Environmental Law;

“Environmental Law” shall mean any federal, state or local Law relating to the protection of the environment, natural resources, human health and safety, including the Clean Air Act,

the Comprehensive Environmental Response, Compensation and Liability Act, the Federal Water Pollution Control Act, the Resource Conservation and Recovery Act of 1976, the Safe Drinking Water Act, the Toxic Substances Control Act, the Hazardous & Solid Waste Amendments Act of 1984, the Superfund Amendments and Reauthorization Act of 1986, the Hazardous Materials Transportation Act, the Oil Pollution Act of 1990, the Emergency Planning and Community Right-to-Know Act, the Atomic Energy Act of 1954, the Federal Insecticide, Fungicide, and Rodenticide Act of 1972, the Occupational Safety and Health Act, the Atomic Energy Act of 1954, the Surface Mining Control and Reclamation Act of 1974, the Uranium Mill Tailings Radiation Control Act of 1978, and any federal, state and local Laws, rules or regulations implementing or comparable to the foregoing requirements, as the same has been or may be amended or supplemented;

“ERISA Event” shall mean:

	(a)		any “reportable event”, as defined in section 4043 of ERISA or the regulations issued thereunder, with respect to a Benefit Plan (other than an event for which the 30-day notice period is waived);
	(b)		the existence with respect to any Benefit Plan of an “accumulated funding deficiency” (as defined in section 412 of the Code or section 302 of ERISA), whether or not waived;
	(c)		the filing pursuant to section 412(d) of the Code or section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Benefit Plan;
	(d)		the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Benefit Plan or the withdrawal or partial withdrawal of the Borrower or any of its ERISA Affiliates from any Benefit Plan or Multiemployer Plan;
	(e)		the receipt by the Borrower or any of its ERISA Affiliates from the PBGC or a plan administrator of any notice relating to the intention to terminate any Benefit Plan or Benefit Plans or to appoint a trustee to administer any Benefit Plan;
	(f)		the adoption of any amendment to a Benefit Plan that would require the provision of security pursuant to section 401(a)(29) of the Code or section 307 of ERISA;
	(g)		the receipt by the Borrower or any of its ERISA Affiliates of any notice, or the receipt by any Multiemployer Plan from the Borrower or any of its ERISA Affiliates of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganisation, within the meaning of Title IV of ERISA;
	(h)		the occurrence of a “prohibited transaction” with respect to which the Borrower is a “disqualified person” (within the meaning of section 4975 of the Code) or with respect to which the Borrower could otherwise be liable; or
	(i)		any other event or condition with respect to a Benefit Plan or Multiemployer Plan that could reasonably be expected to result in liability of the Borrower;

“ERISA Plan” shall mean any employee benefit plan (a) maintained by the Borrower or any member of the Controlled Group, or to which any of them contributes or is obligated to

contribute, for its employees, and (b) covered by Title IV of ERISA or to which section 412 of the Code applies;

“Event of Default” means any event or circumstance specified as such in clause 24 (Events of Default) (excluding clause 24.26 (Acceleration));

“Event of Eminent Domain” shall mean any compulsory transfer or taking by condemnation, eminent domain or exercise of a similar power, or transfer under threat of such compulsory transfer or taking, of any part of the Collateral, by any agency, department, authority, commission, board, instrumentality or political subdivision of the State of Alaska, the United States or another Governmental Authority having jurisdiction;

“Existing Lender” has the same meaning given to the term in clause 25.1 (Assignments and transfers by the Lenders);

“Facility” means the term loan facility made available under this Agreement as described in clause 2 (The Facility);

“Facility Guarantee” means a guarantee and indemnity to be entered into by the Guarantor in favour of the Security Agent in respect of the Borrower’s obligations under the Finance Documents on or around the date of this Agreement;

“Facility Office” means the office or offices notified by a Lender to the Facility Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement;

“Fee Letter” means any letter dated on or about the date of this Agreement between one or more Finance Parties and the Borrower setting out any of the fees referred to in clause 11 (Fees);

“Final Completion” means the achievement of the criteria for completion of the Project, including the following:

	(a)		the physical facilities and equipment (including, without limitation, the Tailings Facility, the Paste Facility and the water treatment plant) have been installed and have become operational, including sufficient capital spares and inventory;
	(b)		the Borrower has accepted delivery, installation and provision of all material equipment and services to be provided under contract for the Life of Mine Plan (unless rejected by the Borrower acting in good faith);
	(c)		the Borrower has paid all amounts due and owing to contractors, trades and other persons providing goods and services to the Construction Project, except for such amounts as will be contested by the Borrower in good faith and by appropriate proceedings;
	(d)		the Borrower is:

	(i)		in compliance with all payment covenants and Financial Covenants; and
	(ii)		in material compliance with all other covenants,

in each case as set forth in the Finance Documents;

	(e)		the Life of Mine Plan is substantially achievable; and
	(f)		delivery of the Final Completion Certificate to the Facility Agent,

and which completion is scheduled for 28 February 2011;

“Final Completion Certificate” means a certificate duly signed in one or more counterparts by an Authorised Officer of the Borrower and an Authorised Recipient of the Facility Agent, substantially in the form of schedule 7;

“Final Completion Date” means the first Business Day immediately following the day on which the Facility Agent has received the Final Completion Certificate; provided, however, that the Final Completion Date may not occur on any date on a Default has occurred and is continuing;

“Final Completion Default Date” means 30 April 2011 or such later date as may be agreed to by the Facility Agent in writing (in its absolute discretion);

“Final Maturity Date” means the date that is the fifth anniversary after the Utilisation Date;

“Finance Document” means:

	(a)		this Agreement;
	(b)		any Fee Letter;
	(c)		any Security Document;
	(d)		the Hedging Strategy Letter;
	(e)		any Hedging Arrangement;
	(f)		any subordination agreement or other document which has the effect of subordinating any borrowing or other indebtedness owed by the Borrower to the Guarantor (or any Subsidiary of the Guarantor); and
	(h)		any other document designated as such from time to time by the Facility Agent and the Borrower,

provided that where the term “Finance Document” is used in, and construed for the purposes of this Agreement, each Hedging Arrangement shall be a Finance Document only for the purposes of:

	(a)		the definition of “Default”;
	(b)		the definition of “Material Adverse Effect”;
	(c)		the definition of “Secured Liabilities”;
	(d)		paragraph (a)(vi) of clause 1.3 (Interpretation);
	(e)		clause 24 (Events of Default) (other than clause 24.26 (Acceleration));
	(f)		clause 27.1 (Appointment of the Agents); and

	(g)		clause 31 (Set-off); and
	(h)		schedule 6 (Security Provisions);

“Finance Party” means an Administrative Party or a Lender or the Hedge Provider and the term “Finance Parties” shall mean all of them, provided that where the term “Finance Party” is used in, and construed for the purposes of, this Agreement, the Hedge Provider shall be a Finance Party only for the purposes of:

	(a)		the definition of “Secured Liabilities”;
	(b)		the definition of “Authorised Recipient”;
	(c)		paragraph 1.3(a)(i) of clause 1.3 (Interpretation);
	(d)		paragraph (b) of the definition of “Material Adverse Effect”;
	(e)		clause 17.30 (Ranking);
	(f)		clause 27.1(b) (Appointment of the Agents);
	(g)		clause 28(Conduct of business by the finance parties);
	(h)		clause 31 (Set-off); and
	(i)		schedule 6 (Security Provisions);

“Financial Indebtedness” means any indebtedness for or in respect of (without double counting):

	(a)		money borrowed;
	(b)		any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;
	(c)		any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;
	(d)		the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with US GAAP, be treated as a finance or capital lease;
	(e)		receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);
	(f)		any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;
	(g)		any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account) including (without limitation) any Hedging Arrangement;

	(h)		any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and
	(i)		the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (h) above;

“Fiscal Quarter” means any quarter in a Fiscal Year;

“Fiscal Year” means any period of twelve consecutive calendar months ending on December 31; references to a Fiscal Year with a number corresponding to any calendar year (eg the “2008 Fiscal Year”) refer to the Fiscal Year ending on the December 31 occurring during such calendar year;

“F.R.S. Board” means the Board of Governors of the Federal Reserve System of the United
States of America or any successor thereto;

“Gold” means loco London unallocated gold bullion measured in Ounces and (unless otherwise agreed by the Borrower and the Facility Agent) which complies with the rules of the LBMA relating to good delivery and fineness as from time to time in effect;

“Governmental Authority” shall mean the government of the United States of America or any other nation, any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government;

“Guarantor” means Coeur d’▇▇▇▇▇ ▇▇▇▇▇ Corporation, a company incorporated in the State of Idaho of the United States of America whose registered office is located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ d’▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇;

“Guarantor Pledge Agreement” means the pledge agreement, in form and substance satisfactory to the Security Agent, pursuant to which the Guarantor has pledged 100 per cent of its shares in the Borrower, for the benefit of the Security Agent (on behalf of the Finance Parties) as security, amongst other things, for the discharge of the Secured Liabilities;

“Hazardous Substances” shall mean substances defined, used or listed as “hazardous wastes”, “extremely hazardous wastes”, “restricted hazardous wastes”, “hazardous materials”, “hazardous substances”, “toxic substances”, “solid wastes”, “harmful physical agents”, “chemicals of concern”, “pollutants” or “contaminants” by or under any Environmental Law and any pollutants, contaminants, chemicals or toxics, petroleum hydrocarbons, asbestos, lead, polychlorinated biphenyls, hazardous or radioactive materials, wastes, or substances that are regulated under any Environmental Law;

“Hedging Arrangement” means any agreement, option or arrangements based on the 2002
ISDA Master Agreement, as published by the International Swaps & Derivatives Association, Inc. (including the relevant confirmation and schedule) to be entered between the Borrower and the Hedge Provider for the purpose of providing hedge protection against fluctuations in the price of Gold, in accordance with the Hedging Strategy Letter;

“Hedging Exposure” means in respect of the Hedge Provider (and in respect of a Lender, where such Lender is the Hedge Provider) at the relevant time, the aggregate of:

	(a)		the amount payable under the Hedging Arrangements to which the Hedge Provider and the Borrower are a party if such Hedging Arrangements were to be terminated at the relevant time, provided that it will be a positive number if it represents a liability of the Borrower to the Hedge Provider and a negative number if it represents a liability of the Hedge Provider to the Borrower; and
	(b)		(without double counting under paragraph (a) above), any amount due and payable (or the monetary equivalent of any asset due for delivery) under a Hedging Arrangement on or prior to the relevant time, which is a positive number if it represents amounts owing or deliverable by the Borrower to the Hedge Provider and a negative number if it represents amounts owing by the Hedge Provider to the Borrower,

and if the foregoing would result in an aggregate negative number for Hedging Exposure it will be deemed zero for the Hedge Provider and, for the purpose of the calculation of the foregoing, positive numbers and negative numbers will be netted, without affecting the obligations of the Borrower under the relevant Hedging Arrangements;

“Hedging Strategy Letter” means the letter dated on or about the date of this Agreement between the Facility Agent and the Borrower setting out the policy agreed between them for the provision of Hedging Arrangements;

“Indemnitee” shall have the meaning given to such term in clause 14.2 (Expenses; Indemnity);

“Information Package” means the reports listed in schedule 4 (Information package);

“Insurable Property” means any and all Collateral which is of an insurable nature;

“Insurance” means the insurance required to be taken out or maintained by, or on behalf or for the benefit of, the Borrower to comply with the provisions of the Finance Documents, and applicable Law, as approved by the Facility Agent;

“Insurance Proceeds” shall mean, to the extent payable to the Borrower, all amounts and proceeds (including instruments) in respect of the proceeds of any casualty insurance policy required to be maintained by the Borrower hereunder.

“Interest Period” means, in relation to the Loan, each period determined in accordance with clause 9 (Interest periods) and, in relation to an Unpaid Sum, each period determined in accordance with clause 8.3 (Default interest);

“Law” means any supranational, national, regional, tribal or local statute, law (including common law), rule, treaty, convention, regulation, order, decree, directive, consent decree, code, writ, judgment, injunction, determination, resolution, administrative decision, disposition, circular, communication, instruction, judicial or legally binding agency interpretation, policy or guidance, Authorisation or other requirement (whether or not having the force of law but being one which a prudent organisation would regard as binding on it) and, where applicable, any interpretation thereof by any Government Authority having jurisdiction with respect thereto or charged with the administration or interpretation thereof;

“LBMA” means the London Bullion Market Association and its successor organisations;

“Legal Opinions” means the legal opinions delivered to the Facility Agent as to matters of Alaska, Idaho, Delaware, New York and English law in connection with this Agreement in accordance with paragraph 2 of schedule 2 (Conditions Precedent);

“Legal Reservations” means:

	(a)		the common law principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by Laws relating to insolvency, reorganisation and other Laws generally affecting the rights of creditors;
	(b)		applicable statutes-of-limitations; and
	(c)		any other matters which are set out as qualifications or reservations as to matters of law of general application in the Legal Opinions;

“Lender” means:

	(a)		any Original Lender; and
	(b)		any New Lender which has become a Party in accordance with clause 25 (Changes to the Lenders),

which in each case has not ceased to be a Party in accordance with the terms of this Agreement;

“LIBOR” means, in relation to the Loan:

	(a)		the applicable Screen Rate; or
	(b)		(if no Screen Rate is available for US Dollars for the applicable Interest Period) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Facility Agent at its request quoted by the Reference Banks to leading banks in the Relevant Interbank Market,

on or around 11.00am on the Quotation Day for the offering of deposits in US Dollars and for a period comparable to the Interest Period;

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, hypothecation, pledge, encumbrance, charge or security interest in or on such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities to the extent having an effect equivalent to that of a security interest in such securities;

“Life of Mine” means the period over which the Life of Mine Plan has been prepared;

“Life of Mine Plan” means the base case, life of mine plan and cash flow, including a financial model of the projected Production, income and expenditure of the Borrower and the Project in respect of (a) each monthly period for the period from the date of this Agreement until the end of the first calendar year of Production, (b) each calendar quarter until the end of the second calendar year of Production, and (c) annually thereafter, as amended or updated with the prior written approval of the Facility Agent, as initialled for the purposes of

identification by the Borrower and delivered to the Facility Agent pursuant to paragraph 4 of schedule 2 (Conditions precedent);

“Loan” means each loan made or to be made under the Facility or the principal amount outstanding for the time being of that loan;

“Loan Account” means the US Dollar denominated account (account no 0835-▇▇▇▇▇▇▇-62-1 designation “Coeur Alaska Inc. — Loan Account”) established by the Borrower in Zurich, Switzerland with the Account Bank (and any sub-account or substitute account from time to time) into which Loans are credited from time to time;

“Loan Account Charge” means the account charge governed by Swiss law dated on or around the same date as this Agreement given by the Borrower for the benefit of the Security Agent on behalf of the Finance Parties pursuant to which a charge is created over the Loan Account as security for the discharge of the Secured Liabilities;

“Loan Proceeds” means the Loans credited to the Loan Account from time to time in accordance with clause 5.5 (Loan Account);

“LMA” means the Loan Market Association;

“Loss Proceeds” shall mean Insurance Proceeds (excluding Insurance Proceeds relating to liabilities to be paid to any third party and relating to business interruption) and Eminent Domain Proceeds;

“Majority Lenders” means:

	(a)		if there are no Loans then outstanding, a Lender or Lenders whose Commitments and/or Hedging Exposure, in aggregate, are greater than 662/3 per cent of the Total Commitments and the total Hedging Exposure of the Hedge Provider (or, if the Total Commitments or Hedging Exposure of the Hedge Provider have been reduced to zero, in aggregate, are greater than 662/3 per cent of the Total Commitments and Hedging Exposure of the Hedge Provider immediately prior to the reduction); or
	(b)		at any other time, a Lender or Lenders whose participations in the Loan then outstanding and Hedging Exposure aggregate more than 662/3 per cent of the Loan and Hedging Exposure of the Hedge Provider then outstanding;

“Margin” means five per cent per annum;

“Material Adverse Effect” means any event or circumstance, which in the opinion of Facility Agent (acting on the instructions of the Majority Lenders), is reasonably likely to adversely affect:

	(a)		the ability of the Borrower (or, in relation to clause 17.21(b), the Guarantor) to perform its payment obligations under any of the Finance Documents;
	(b)		the ability of the Borrower (or, in relation to clause 17.21(b), the Guarantor) to perform its obligations under clause 20.1 (Financial covenants);
	(c)		on the business, operations, property, assets, financial or trading position, or prospects of the Borrower, such that the Borrower would in the reasonable opinion of the Facility Agent (acting on the instructions of the Majority Lenders) be expected to be

			unable fully and punctually to perform its obligations under any Finance Document to which it is a party;
	(d)		subject to the Legal Reservations, on the validity, legality or enforceability of:

	(i)		any material provision of any Finance Document; or
	(ii)		any right or remedy of any Finance Party under any Finance Document;

	(e)		subject to the Legal Reservations, on the validity, legality, effectiveness or enforceability of the Security granted or created (or which the relevant Obligor undertakes to grant or create) pursuant to any Security Document or on the priority and ranking of any of that Security; or
	(f)		the ability of the Borrower to develop, complete or operate the Project in a manner substantially consistent with the financial projections and other information contained in the Life of Mine Plan;

“Mine Project” means the project for the operation of the Kensington mine located on the Site;

“Mineral Rights” means:

	(a)		all interests in the surface of any lands, the minerals in (or that may be extracted from) any lands and any other mineral right from time to time comprising the Mine Project;
	(b)		all leases, governmental permits, Easements, licenses, claims, subleases, rights of way or other rights to carry out or conduct mining operations connected with the mineral rights referred to in paragraph (a) or (b) above issued or transferred to or held by or on behalf of the Borrower or in which the Borrower has or acquires any interest or shares therein (only to the extent relevant to the Mine Project),

and includes:

	(c)		all applications for, or mineral rights issued in place of, those referred to above; and
	(d)		the mineral rights referred to above as renewed, extended, modified or varied from time to time;

“Minimum Balance” means an amount equal to Monthly Debt Service for a three Month period;

“Mining Laws” means the collection of rules applicable to the Borrower whether local, state, federal, international or subject to trade industry custom and practice that establish the rights, obligations and proceedings related to the acquisition, exploitation and uses of mineral substances;

“Mining Report” has the meaning given to it in clause 4.4(a);

“Monthly Construction Report” means a Monthly report in the agreed form prepared by the Borrower detailing the progress of the Construction Project toward Final Completion in the immediately preceding Month, a pro forma of which as initialled for the purposes of

identification by the Borrower and delivered to the Facility Agent pursuant to paragraph 4 of schedule 2 (Conditions precedent);

“Monthly Debt Service” means one 48th (1/48) of the aggregate principal amount of the Loan as at the date of expiry of the Availability Period;

“Monthly Expenditure Statement” means a Monthly statement in the agreed form prepared by the Borrower detailing the Borrower’s Construction Costs and liabilities to contractors in relation to the Construction Project in the immediately preceding Month, a pro forma of which as initialled for the purposes of identification by the Borrower and delivered to the Facility Agent pursuant to paragraph 4 of schedule 2 (Conditions precedent);

“Mortgage” means the mortgage of those Property Rights included in the Deed of Trust under the law of the State of Alaska, in form and substance satisfactory to the Security Agent, as the same may be amended, supplemented, replaced or otherwise modified from time to time in accordance with this Agreement;

“Multiemployer Plan” shall mean a multiemployer plan as defined in section 4001(a)(3) of ERISA;

“New Lender” has the same meaning given to the term in clause 25.1 (Assignments and transfers by the Lenders);

“Obligor” means the Borrower and/or the Guarantor;

“Offtake Contract” means each agreement for the sale or other disposal, including delivery of Products for the purpose of refining and smelting, entered into between the Borrower as seller and an Approved Offtaker as buyer;

“Offtake Contract Assignment” means any agreement or agreements of assignment by way of security made subject to the appropriate Law (as required in order to achieve a perfected security interest in each case) of all of the Borrower’s rights under each Offtake Contract for the benefit of the Security Agent on behalf of the Finance Parties as security for the discharge of the Secured Liabilities;

“Offtaker” means in respect of any Offtake Contract, the counterparty to such Offtake Contract;

“Original Construction Plan” means the plan in the agreed form prepared by the Borrower detailing the Construction Project up to Final Completion, incorporating the Capex Budget and the Project Schedule, as initialled for the purposes of identification by the Borrower and delivered to the Facility Agent pursuant to paragraph 4 of schedule 2 (Conditions precedent);

“Original Financial Statements” means:

(a)

in respect of the Guarantor, each of:

	(i)		its most recent annual audited consolidated financial statements produced before the date of this Agreement; and
	(ii)		its most recent quarterly unaudited financial statements produced before the date of this Agreement;

(b)

in respect of the Borrower, its most recent Quarterly Management Accounts produced before the date of this Agreement;

“Ounce” means a fine ounce ▇▇▇▇, consisting of 31.1034768 grams;

“Parent Undertaking” means in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary;

“Party” means a party to this Agreement;

“Paste Facility” means a facility located underground at the Site to which tailings from the Mine Project mill are pumped or piped, mixed with other ingredients, turned into slurry and then pumped or piped to underground stopes and other areas that have already been mined;

“PBGC” means the Pension Benefit Guaranty Corporation;

“Permits” shall mean any and all franchises, licenses, leases, permits, approvals, notifications, certifications, registrations, authorisations, exemptions, qualifications, Easements, rights of way, Liens and other rights, privileges and approvals required under any Governmental Law;

“Permitted Disposal” means any sale, lease, licence, transfer or other disposal which is on arms’ length terms:

	(a)		of Products to an Offtaker pursuant to an Offtake Contract;
	(b)		of any other inventory items made in the ordinary course of trading of the disposing entity;
	(c)		of fixed assets, the proceeds of which are applied in exchange for other fixed assets of comparable or superior type, value or quality as soon as possible after disposal (provided the proceeds of such disposal are held pending each replacement purchase, in the Proceeds Account);
	(d)		of obsolete or redundant vehicles, plant and equipment for cash; or
	(e)		to which the Facility Agent has (acting reasonably and on the instructions of the Majority Lenders) given its prior written consent;

“Permitted Financial Indebtedness” means Financial Indebtedness of the Borrower:

	(a)		incurred in the ordinary course of business of the Borrower;
	(b)		incurred under or pursuant to this Agreement or any other Finance Document;
	(c)		incurred by the Borrower under or pursuant to an unsecured, fully subordinated loan from the Guarantor or any Subsidiary of the Guarantor (and subject to the Facility Agent’s approval of the relevant subordinated loan agreement);
	(e)		incurred pursuant to the Capital Equipment Leases;
	(f)		approved in writing by the Facility Agent in its sole discretion; or

(g)

any Financial Indebtedness not falling within paragraphs (a) to (f) above and incurred by the Borrower under or pursuant to a fully subordinated loan from a third party (in form and substance reasonably satisfactory to the Facility Agent), the aggregate outstanding principal amount of which does not at any time exceed US$5,000,000;

“Permitted Lien” means:

	(a)		Any Lien created under the terms of this Agreement and the Security Documents; and
	(b)		any minor defects in title or standard exceptions or exclusions in each case set out in the Title Policy which the Facility Agent (acting reasonably) does not require to be cured, remedied or otherwise addressed by the Borrower;
	(c)		any Lien arising by operation of Law in the ordinary course of trading and not as a result of any default or omission by the Borrower;

“Proceeds Account” means the US Dollar denominated account (account no 0835-▇▇▇▇▇▇▇- 62-2 designation “Coeur Alaska Inc. — Proceeds Account”) established by the Borrower in Zurich, Switzerland with the Account Bank (and any sub-account or substitute account from time to time) into which Product Proceeds are paid from time to time;

“Proceeds Account Charge” means the account charge or account charges governed by Swiss law given by the Borrower for the benefit of the Security Agent on behalf of the Finance Parties pursuant to which a charge is created over the Proceeds Account, as security for the discharge of the Secured Liabilities;

“Process Agent” means any person appointed as a process agent pursuant to clause 39.2 (Service of process);

“Production” means, for any period, the amount of Gold and other minerals which has been produced, or in the case of any period or portion thereof to occur in the future, which is scheduled to be produced in the Life of Mine Plan, at the Project during such period;

“Production Report” means a report (in the form required by this Agreement) as to the monthly Production volume and Production price for the Borrower, a pro forma of which as initialled for the purposes of identification by the Borrower and delivered to the Facility Agent pursuant to paragraph 4 of schedule 2 (Conditions precedent);

“Product Proceeds” means all monies payable to or received by the Borrower arising from the sale of Product and all other monetary amounts whatsoever payable to or received by the Borrower from any third party while the Loan is outstanding;

“Products” means Gold, unrefined gold-bearing ore and any other minerals produced by the Project;

“Project” means the Mine Project and/or the Construction Project (as the context requires);

“Project Cost Guarantee” means an on-demand guarantee to be entered into by the Guarantor in favour of the Security Agent on or around the date of this Agreement, in respect of:

(a)

a reserve against cost overruns on the construction of the Construction Project up to an amount not exceeding US$5,000,000; and

(b)

the Borrower’s contributions to the Construction Costs up to an amount not exceeding US$65,700,000;

“Project Documents” means any instruments, contracts and agreements which are now existing or are entered into in the future, with any Approved Offtaker, Approved Contractor, Government Authority or any other person in connection with the Project, including without limitation:

	(a)		each Offtake Contract;
	(b)		each Construction Contract;
	(c)		each Capital Equipment Lease;
	(d)		each Authorisation which is issued to or held by or on behalf or for the benefit of the Borrower in connection with the construction, operation or development of the Project, or by or on behalf or for the benefit of the Borrower in connection with the Borrower’s business or premises, where the failure of such Authorisation to be issued or held, or the breach or non-performance of the terms and conditions of such Authorisation, would constitute a Material Adverse Effect; and
	(e)		any other document executed from time to time by or on behalf or for the benefit of the Borrower with respect to the construction, development, maintenance, repair, operation or use of the Project, where the breach or non-performance of the terms and conditions of such document, would constitute a Material Adverse Effect;

“Project Schedule” means the Coeur Alaska Kensington Project schedule dated 30
September 2009 setting out the timetable for completion of the Construction Project, as required to be delivered to the Facility Agent pursuant to paragraph 4 of schedule 2 (Conditions precedent);

“Property Rights” means the Borrower’s rights, title, and interest in and to the surface and the sub-surface land comprising the Site (whether in fee simple, leasehold, license or otherwise) including all Mineral Rights in favour of the Security Agent pursuant to the Deed of Trust, Easements, rights-of-way, and servitude;

“Quarterly Management Accounts” means the Borrower’s quarterly balance sheet and income and cashflow statements;

“Quotation Day” means, in relation to any period for which an interest rate is to be determined, two Business Days before the first day of that period unless market practice differs in the Relevant Interbank Market in which case the Quotation Day will be determined by the Facility Agent in accordance with market practice in the Relevant Interbank Market (and if quotations would normally be given by leading banks in the Relevant Interbank Market on more than one day, the Quotation Day will be the last of those days);

“Receiver” means a receiver, trustee, custodian, sequestrator, conservator or similar official in respect of the whole or any part of the Collateral;

“Reference Banks” means the principal London offices of Credit Suisse, Deutsche Bank, Citibank and/or such other banks as may be appointed by the Facility Agent in consultation with the Borrower;

“Related Parties” shall mean, with respect to any specified person, such person’s Affiliates and the respective directors, officers, employees, agents and advisors of such person and such person’s Affiliates;

“Release” shall mean any spilling, seeping, emitting, leaking, pumping, injecting, pouring, emptying, depositing, disposing, discharging, dispersing, dumping, escaping, leaching, or migrating of Hazardous Substances into the environment (including the air, soil, surface water, groundwater, sewer, septic system, or waste treatment, storage, or disposal systems) of any kind whatsoever, including the abandonment or discarding of barrels, containers, tanks or other receptacles containing or previously containing any Hazardous Substances;

“Relevant Interbank Market” means the London interbank market;

“Relevant Jurisdiction” means any jurisdiction whose governing law applies to a Finance Document;

“Remedial Plan” means a plan prepared by the Borrower for the Facility Agent detailing any material discrepancies between the works as reported in any Monthly Construction Report and the anticipated works as specified in the Original Construction Plan for such Month and setting out how the Borrower proposes to remedy such discrepancies and the timescales to effect such remedial action and achieve Final Completion by the Final Completion Date in a form satisfactory to the Facility Agent (acting reasonably);

“Repayment Amount” means one 16th (1/16) of the aggregate principal amount of the Loan as at the date of expiry of the Availability Period;

“Repayment Date” means each date on which a repayment of principal is to be made in accordance with clause 6 (Repayment) being:

	(a)		the Business Day falling three Months after the last day of the Availability Period and the Business Day falling on the last day of each successive three Month period thereafter; and
	(b)		the Final Maturity Date;

“Repeating Representations” means each of the representations set out in clause 17 (Representations) (excluding clauses 17.2 (Organisation, Powers), 17.17 (Deduction of Tax), 17.18 (No filing or stamp taxes), 17.19(a), 17.20 (No misleading information), 17.21 (No changes), 17.22(a) and 17.22(b) (Financial statements), 17.24 (No winding-up) and 17.36 (Repetition));

“Screen Rate” means the British Bankers’ Association Interest Settlement Rate for US Dollars for the relevant period, displayed at or about noon CET on the appropriate page of the Reuters screen. If the agreed page is replaced or service ceases to be available, the Facility Agent may specify another page or service displaying the appropriate rate after consultation with the Borrower and the Lenders;

“SEC” means the Securities and Exchange Commission of the United States of America;

“Secured Liabilities” means all present and future indebtedness and liabilities due, owing or incurred by the Borrower to any Finance Party from time to time under or in connection with any Finance Document (in each case whether alone or jointly, or jointly and severally, with any other person, whether actually or contingently or whether as principal, surety or otherwise);

“Security” means a mortgage, charge, pledge, lien, security assignment or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect or having the effect of providing a security or preferential treatment to a creditor;

“Security Document” means:

	(a)		the Debt Service Reserve Account Charge;
	(b)		the Proceeds Account Charge;
	(c)		the Loan Account Charge;
	(d)		the Guarantor Pledge Agreement;
	(e)		the Borrower Security Agreement;
	(f)		the Mortgage (as such may form part of the Deed of Trust);
	(g)		the Deed of Trust;
	(h)		each Offtake Contract Assignment (as such may form part of the Borrower Security Agreement);
	(i)		the Facility Guarantee;
	(j)		the Project Cost Guarantee;
	(k)		any document or instrument required to be executed or delivered pursuant to any Security Document;
	(l)		any other document evidencing any Security held by the Security Agent on behalf of any of the Finance Parties as security, amongst other things, for the discharge of the Secured Liabilities; or
	(m)		any other document designated as such from time to time by the Facility Agent and the Borrower;

“Site” means the land located in Juneau Recording District, Alaska on which the Project is located;

“Spot Rate” means at any date in relation to any Administrative Party, that Administrative Party’s spot rate of exchange (as determined conclusively by that Administrative Party save in the case of manifest error) for the purchase of the relevant currency in the London foreign exchange market using the Base Currency at or around 11.00am (London time) on that date;

“Subsidiary” means in respect of a company or corporation, any other company or corporation:

	(a)		which is controlled, directly or indirectly, by the first-mentioned company or corporation;
	(b)		more than half the issued share capital of which is beneficially owned, directly or indirectly, by the first-mentioned company or corporation; or

(c)

which is a subsidiary of another subsidiary of the first-mentioned company or corporation

and, for these purposes, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its affairs and/or to control the composition of its board of directors or equivalent body;

“Tailings Facility” shall mean the tailings facility to process and store material left after gold recovery to be constructed on the Site (including all machinery and related infrastructure) with the proceeds of the Loan;

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same);

“Title Insurer” means Alaska Escrow & Title Insurance Agency, Inc.;

“Title Policy” shall mean such policy issued by the Title Insurer in respect of the Project and the Property Rights, in form and substance satisfactory to the Facility Agent;

“Total Commitments” means the aggregate of the Commitments, being US$45,000,000 at the date of this Agreement;

“Transaction Documents” means each Offtake Contract and any other document designated in writing as such by the Borrower and the Facility Agent;

“Transfer Certificate” means a certificate substantially in the form set out in schedule 5 (Form of Transfer Certificate) or any other form agreed between the Facility Agent and the Borrower;

“Transfer Date” means, in relation to a transfer pursuant to clause 25 (Changes to the Lenders), the later of:

	(a)		the proposed Transfer Date specified in the Transfer Certificate; and
	(b)		the date on which the Facility Agent executes the Transfer Certificate;

“True-Up Calculation” means any amount calculated as may be necessary to ensure compliance with clause 21.3(f);

“Unpaid Sum” means any sum due and payable but unpaid by the Borrower under the Finance Documents;

“US Dollars” and “US$” mean the lawful currency of the United States of America;

“US GAAP” means generally accepted accounting principles as in effect from time to time in the United States, consistently applied;

“Utilisation” means the drawdown of the Loan;

“Utilisation Date” means the date of the Utilisation;

“Utilisation Request” means a notice substantially in the form set out in schedule 3 (Utilisation Request); and

“VAT” means value added tax as provided for in the Value Added Tax ▇▇▇ ▇▇▇▇ and any other tax of a similar nature imposed in any applicable jurisdiction at any time on or after the date of this Agreement.

1.2		Financial covenant definitions
		The definitions in clause 20.1 (Financial covenants) shall also apply to this Agreement.
1.3		Interpretation

(a)

Unless a contrary indication appears, any reference in this Agreement to:

	(i)		any “Finance Party”, any “Obligor” or any “Party” shall be construed so as to include its successors in title, permitted assignees and permitted transferees;
	(ii)		persons “acting in concert” comprise persons who, pursuant to an agreement or understanding (whether formal or informal), co-operate to obtain, maintain or consolidate control of a company. A person (who is a company) and each of its Affiliates will be deemed to be acting in concert all with each other; a person (who is a natural person), each company that he or she Controls and each Affiliate of each such company will be deemed to be acting in concert all with each other;
	(iii)		“assets” includes present and future properties, revenues and rights of every description;
	(iv)		“arm’s length basis” means in relation to a transaction entered into by a person that the terms thereof are no less favourable or onerous to that person than could reasonably be expected to be obtained in a comparable transaction made on commercial terms with a person who is not an Affiliate of that person;
	(v)		where a sum is quoted as the equivalent in one currency (the “first currency”) of a specified amount denominated in another currency (the “second currency”), such sum, on the date that the calculation is made, shall be equal to the amount of the first currency which could be purchased by the specified amount denominated in the second currency using the Facility Agent’s Spot Rate on that date;
	(vi)		a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended or restated (in each case, in accordance with its terms);
	(vii)		“guarantee” means any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make or to make an investment in or loan to any person, where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;
	(viii)		“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(ix)

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

	(A)		(subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;
	(B)		if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and
	(C)		if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

	(x)		a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality), or two or more of the foregoing;
	(xi)		a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law, but, if not having the force of law, being of a type with which any person to which it applies is accustomed to comply) of any Governmental Authority;
	(xii)		a provision of any Law or regulation is a reference to that provision as amended or re-enacted (and includes any subordinate legislation);
	(xiii)		a document in “agreed form” is a document which is previously agreed in writing by or on behalf of the Borrower and the Facility Agent or, if not so agreed, is in the form specified by the Facility Agent (acting reasonably);
	(xiv)		a gender includes all other genders;
	(xv)		the singular includes plural and vice versa;
	(xvi)		a “clause” or a “schedule” is a reference to a clause of or a schedule to this Agreement;
	(xvii)		a time of day is a reference to Zurich time (unless otherwise specified);
	(xviii)		when something is specified to occur:

	(A)		“after” a certain date or day, it shall be taken to refer to “after (but not including)” that date or day; and
	(B)		“before” a certain date or day, it shall be taken to refer to “before (but not including)” that date or day; and

(xix)

“including” shall not be interpreted narrowly but shall be interpreted to mean “including (but not limited to)” or “including without prejudice to the foregoing”, and “include” and “included” shall be interpreted accordingly.

	(b)		Section, clause and schedule headings are for ease of reference only, and shall not affect the interpretation of any provision of this Agreement.
	(c)		Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.
	(d)		A Default (other than an Event of Default) is “continuing” if it has not been remedied or waived in writing and an Event of Default is “continuing” if it has not been waived in writing, in each case to the satisfaction of the Agent.

1.4

Third party rights

	(a)		Unless expressly provided to the contrary in a Finance Document a person who is not a Party has no right (whether pursuant to the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ or otherwise) to enforce or to enjoy the benefit of any provision of this Agreement.
	(b)		Notwithstanding any provision of any Finance Document the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

2.		THE FACILITY
2.1		The Facility
		Subject to the terms of this Agreement, the Lenders make available to the Borrower a US Dollar-denominated term loan facility in an aggregate amount equal to the Total Commitments.
2.2		Finance Parties’ rights and obligations

	(a)		The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.
	(b)		The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate and independent debt.
	(c)		A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

3.		PURPOSE AND USE OF PROCEEDS
3.1		Purpose and Use of Proceeds
		The Borrower shall use all amounts borrowed by it under the Facility:

(a)

to finance (in part) the Construction Project; and

(b)

to credit the Debt Service Reserve Account with an amount sufficient to ensure compliance with clause 20.1(d) from time to time.

3.2		Monitoring
		No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.
4.		CONDITIONS OF UTILISATION
4.1		Initial conditions precedent
		Subject to clause 4.3 (Waiver), the Borrower may not deliver any Utilisation Request unless the Facility Agent has received all of the documents and other evidence listed in schedule 2 (Conditions Precedent) in form and substance satisfactory to the Facility Agent. The Facility Agent shall notify the Borrower and the Lenders promptly upon being so satisfied.
4.2		Further conditions precedent
		The Lenders will only be obliged to comply with clause 5.4 (Lenders’ participation) in relation to any Utilisation if on the date of the Utilisation Request and on the proposed Utilisation Date:

	(a)		no Default has occurred and is continuing or would result from the proposed Loan;
	(b)		there has been no Borrower Change of Control;
	(c)		there has been no Borrower Change of Ownership; and
	(d)		the Repeating Representations to be made by the Borrower are true in all material respects and are not misleading, and will not become untrue in any material respect or become misleading as a result of making the proposed Loan or Utilisation.

4.3		Waiver
		The conditions specified in clauses 4.1 (Initial conditions precedent) and 4.2 (Further conditions precedent) are inserted solely for the benefit of the Lenders and may be waived by the Facility Agent (acting on the instructions of all the Lenders), in whole or in part and with or without conditions, without prejudicing the right of the Facility Agent or the Lenders to require fulfilment of such conditions in whole in respect of any other Utilisation. If compliance with any of the conditions specified in clauses 4.1 (Initial conditions precedent) and 4.2 (Further conditions precedent) is so waived with conditions or on condition that the Borrower shall comply at or before a particular time, the Borrower shall so comply.
4.4		Conditions subsequent

(a)

Within 120 days after the date of this Agreement, the Borrower shall deliver to the Facility Agent a report providing an opinion by legal counsel retained by the Borrower as to the Borrower’s title to the minerals in the lands, mining claims, and leases included in the Site (the “Mining Report") in form and substance satisfactory to the Facility Agent (acting reasonably). The Borrower shall not be obligated to expend more than US$25,000 for the cost of such report unless required by the Facility Agent (acting reasonably).

	(b)		The Borrower shall, to the satisfaction of the Facility Agent (acting reasonably), cure or otherwise address any defects in title that may be identified in the Mining Report which the Facility Agent (acting reasonably) considers material to the interests of the Finance Parties under the Finance Documents, within a period of time satisfactory to the Facility Agent (acting reasonably).
	(c)		The Borrower shall diligently pursue the negotiation and execution of the lease to be issued by the State of Alaska regarding the Slate Creek Cove tidelands (the “Tidelands Lease") and forward to the Facility Agent an executed version thereof as soon as practicable and in any event by no later than the Final Completion Date. The Borrower shall use its reasonable endeavours to ensure that (i) the State of Alaska consents to the assignment of the Tidelands Lease by the Borrower to the Security Agent under the Deed of Trust and (ii) the termination provisions of the Tidelands Lease are on terms consistent with similar tidelands leases granted in similar circumstances by the State of Alaska. The Borrower shall further use its reasonable endeavours to negotiate that upon giving notice of termination pursuant to the terms of the Tidelands Lease to the Borrower, the lessor shall also give notice to the Facility Agent. To the extent that such termination, assignment and notice provisions are not available and the Borrower has used its reasonable endeavours to comply with this clause, no further action shall be taken in relation to the Borrower by any Finance Party.

5.		UTILISATION
5.1		Delivery of a Utilisation Request
		The Borrower may utilise the Facility from time to time by delivery to the Facility Agent of a duly completed Utilisation Request not later than 11.00 am (Zurich time) on the second Business Day before the proposed Utilisation Date.
5.2		Completion of a Utilisation Request

(a)

Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

	(i)		the proposed Utilisation Date is the first Business Day of a Month within the Availability Period;
	(ii)		the currency and amount of the Utilisation comply with clause 5.3 (Currency and amount);
	(iii)		the proposed Interest Period complies with clause 9 (Interest periods); and
	(iv)		it specifies that the proceeds of the proposed Utilisation are to be paid into the Loan Account.

5.3

Currency and amount

	(a)		The currency specified in the Utilisation Request must be the Base Currency.
	(b)		The amount of a proposed Loan, for each relevant Month, shall not exceed the lesser of:

	(i)		an amount equal to 50% of the Construction Costs as projected in the Capex Budget for such Month and as varied (as may be necessary) by any True-Up Calculation; and
	(ii)		the Available Facility.

5.4

Lenders’ participation

	(a)		If the conditions set out in clauses 4 (Conditions of Utilisation) and 5.1 (Delivery of a Utilisation Request) to 5.3 (Currency and amount) have been met, each Lender shall make its participation in the Loan available by the Utilisation Date through its Facility Office.
	(b)		The amount of each Lender’s participation in the Loan will be equal to the proportion borne by that Lender’s Available Commitment to the Available Facility immediately prior to making the Loan.
	(c)		The Facility Agent shall notify each Lender of the amount of the Loan and the amount of its participation in the Loan by 2.00pm on the third Business Day before the proposed Utilisation Date.

5.5		Loan Account
		The amount of each Lender’s participation in each Loan shall be credited to the Loan Account on the Utilisation Date, to be disbursed by the Borrower in accordance with clause 23.3 (Loan Account — Payments and withdrawals).
5.6		Cancellation of Commitment

	(a)		If a Lender’s Available Commitment is reduced in accordance with the terms of this Agreement after the Facility Agent has received a Utilisation Request and such reduction was not taken into account in the calculation of the Available Facility, then the amount of that Utilisation shall be reduced accordingly.
	(b)		The Total Commitments shall be immediately cancelled at the end of the Availability Period in accordance with clause 7.3 (Automatic cancellation).

6.

REPAYMENT

	(a)		Following the expiry of the Availability Period, the Borrower shall repay the principal amount of the Loan by paying to the Facility Agent on each Repayment Date an amount equal to the Repayment Amount.
	(b)		The frequency of the Repayment Dates may be altered by agreement between the Borrower and the Facility Agent (acting on the instruction of the Majority Lenders).
	(c)		No amount may remain outstanding after the Final Maturity Date.
	(d)		For the avoidance of doubt the Borrower confirms and acknowledges that its obligations under the Finance Documents including without limitation its repayment obligations exist independent of, and are in no way contingent or conditional upon, its performance under any Offtake Contract.

7.		PREPAYMENT AND CANCELLATION
7.1		Illegality
		If at any time it is or will become unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in the Loan:

	(a)		that Lender shall promptly notify the Facility Agent upon becoming aware of that event;
	(b)		the Facility Agent shall promptly notify the Borrower thereof;
	(c)		upon the Facility Agent notifying the Borrower, the Commitment of that Lender will be immediately cancelled; and
	(d)		where that Lender:

	(i)		has not funded any participation in the Loan, it shall have no further funding obligation; or
	(ii)		has funded all or part of its Commitment, the Borrower shall repay that Lender’s participation in the Loan on the last day of the Interest Period occurring after the Facility Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Facility Agent (being no earlier than the last day of any applicable grace period permitted by law).

7.2

Mandatory Prepayment

(a)

If a Borrower Change of Control or Borrower Change of Ownership occurs:

	(i)		the Borrower shall promptly notify the Facility Agent upon becoming aware of that event or if the Facility Agent otherwise becomes aware of such event the Facility Agent shall notify the Borrower accordingly;
	(ii)		the Facility Agent shall promptly notify the Lenders thereof;
	(iii)		no Lender shall be obliged to fund any Utilisation; and
	(iv)		if a Lender so requires and notifies the Facility Agent within five Business Days of that Lender being notified by the Facility Agent of the event the Facility Agent shall, by not less than five Business Days’ notice to the Borrower, cancel the Commitment of that Lender and declare the participation of that Lender in all outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Commitment of that Lender will be cancelled and all such outstanding amounts will become immediately due and payable.

(b)

If at any time after the Final Completion Date the Tangible Net Worth of the Guarantor is less than US$1,000,000,000:

	(i)		the Borrower shall promptly notify the Facility Agent upon becoming aware of that event or if the Facility Agent otherwise becomes aware of such event the Facility Agent shall notify the Borrower accordingly;
	(ii)		the Facility Agent shall promptly notify the Lenders thereof;
	(iii)		no Lender shall be obliged to fund any Utilisation; and
	(iv)		if a Lender so requires and notifies the Facility Agent within five Business Days of that Lender being notified by the Facility Agent of the event the Facility Agent shall, by not less than 45 days’ notice to the Borrower, cancel the Commitment of that Lender and declare the participation of that Lender in all outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Commitment of that Lender will be cancelled and all such outstanding amounts will become immediately due and payable.

7.3		Automatic cancellation
		Any part of the Facility which remains undrawn at the close of business in Zurich, Switzerland, on the last day of the Availability Period shall be automatically and immediately cancelled and each Lender’s Commitment then outstanding shall be reduced to zero.
7.4		Voluntary cancellation
		The Borrower may at any time during the Availability Period, if it gives the Facility Agent not less than four Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part of the Available Facility. Any cancellation under this clause 7.4 (Voluntary cancellation) shall reduce the Commitments of the Lenders rateably.
7.5		Voluntary prepayment of Loans

	(a)		Subject to sub-clause (c) below, the Borrower may, at any time after the date falling 12 months after the first Utilisation Date (or subject to the prior written consent of the Facility Agent in its absolute discretion, at any earlier date), if it gives the Facility Agent not less than 10 Business Days’ prior written notice, prepay the whole or any part of the Loan (but, if in part, being a minimum amount of US$5,000,000 and thereafter, in integral multiples of US$5,000,000 or, if less, the remainder of such Loan).
	(b)		Any prepayment under this clause 7.5 (Voluntary prepayment of Loans) shall satisfy the obligations of the Borrower under clause 6 (Repayment) in reverse order of maturity and be applied rateably among the participations of all Lenders.
	(c)		The Borrower may not make any prepayment of all of the Loans then outstanding, under sub-clause (a) above, from the proceeds of any Financial Indebtedness incurred by it or any of its Affiliates unless it has entered into discussions in good faith with the Facility Agent to allow Credit Suisse the opportunity to offer to the Borrower a refinance of the Loan on terms competitive with the proposed provider of that Financial Indebtedness at such time.

7.6

Right of prepayment and cancellation in relation to a single Lender

(a)

If:

	(i)		any sum payable to any Lender by the Borrower is required to be increased under 12.2(c); or
	(ii)		any Lender claims indemnification under clause 12.3 (Tax indemnity) or clause 13.1 (Increased Costs), the Borrower may, whilst the circumstance giving rise to the requirement for indemnification continues, give the Facility Agent notice of the cancellation of the Commitment of that Lender and its intention to prepay that Lender’s participation in the Loan.

	(b)		On receipt of a notice referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero.
	(c)		On the last day of each Interest Period which ends after the Borrower has given notice under paragraph (a) above (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall prepay that Lender’s participation in the Loan together with Break Costs (if any) relating to such prepayment.

7.7

Restrictions

	(a)		Any notice of cancellation or prepayment given by any Party under this clause 7 (Prepayment and cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.
	(b)		Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.
	(c)		The Borrower may not reborrow any part of the Facility which is repaid or prepaid.
	(d)		The Borrower shall not repay or prepay all or any part of the Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.
	(e)		No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.
	(f)		If the Facility Agent receives a notice under this clause 7 (Prepayment and cancellation) it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate.

8.		INTEREST
8.1		Calculation of interest
		The rate of interest on the Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(a)

Margin; and

(b)

LIBOR.

8.2

Payment of interest

	(a)		Subject to sub-clause (b) below, during the Availability Period, on the last day of each Interest Period, the interest accrued on the Loan during such Interest Period shall be added to the principal amount of the Loan and thereafter such capitalised amount itself shall bear interest at the applicable rate of interest as part of the Loan.
	(b)		During the Availability Period, the Borrower may, at its option, pay accrued interest on the Loan on the last day of each Interest Period (and, if the Interest Period is longer than six Months, on the dates falling at six monthly intervals after the first day of the Interest Period). Interest paid under this sub-clause (b) shall not be accrued in accordance with sub-clause (a) above.
	(c)		Subsequent to the Availability Period, the Borrower shall pay accrued interest on the Loan on the last day of each Interest Period (and, if the Interest Period is longer than six Months, on the dates falling at six monthly intervals after the first day of the Interest Period).

8.3

Default interest

	(a)		If the Borrower fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the Unpaid Sum from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is two per cent higher than the rate which would have been payable if the Unpaid Sum had, during the period of non-payment, constituted a Loan in the currency of the Unpaid Sum for successive Interest Periods, each of a duration selected by the Facility Agent (acting reasonably). Any interest accruing under this clause 8.3 (Default interest) shall be immediately payable by the Borrower on demand by the Facility Agent.
	(b)		If any Unpaid Sum consists of all or part of the Loan which became due on a day which was not the last day of an Interest Period relating to the Loan:

	(i)		the first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired portion of the current Interest Period relating to the Loan; and
	(ii)		the rate of interest applying to the Unpaid Sum during that first Interest Period shall be two per cent higher than the rate which would have applied if the Unpaid Sum had not become due.

(c)

Default interest (if unpaid) arising on an Unpaid Sum will be compounded with the Unpaid Sum at the end of each Interest Period applicable to that Unpaid Sum but will remain immediately due and payable.

8.4		Notification of rates of interest
		The Facility Agent shall promptly notify the Lenders and the Borrower of the determination of a rate of interest under this Agreement.

9.		INTEREST PERIODS
9.1		Interest Periods

(a)

Subject to this clause 9 (Interest periods), the duration of Interest Periods for all Loans shall be:

	(i)		three Months; or
	(ii)		any other period agreed between a Borrower and the Facility Agent (acting then on the instructions of all the Lenders).

	(b)		Notwithstanding any other provision of this Agreement, an Interest Period for the Loan shall not extend beyond the Final Maturity Date.
	(c)		Each Interest Period for the Loan shall start on the Utilisation Date or (if already made) on the last day of its preceding Interest Period.

9.2		Non-Business Days
		If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).
10.		CHANGES TO THE CALCULATION OF INTEREST
10.1		Absence of quotations
		Subject to clause 10.2 (Market disruption), if LIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by 11.00am on the Quotation Day, the applicable LIBOR shall be determined on the basis of the quotations of the remaining Reference Banks.
10.2		Market disruption

(a)

If a Market Disruption Event occurs in relation to the Loan for any Interest Period, then the rate of interest on each Lender’s share of the Loan for the Interest Period shall be the percentage rate per annum which is the sum of:

	(i)		the Margin; and
	(ii)		the rate notified to the Facility Agent by that Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in the Loan from whatever source it may reasonably select.

	(b)		The Facility Agent shall promptly notify the Borrower of the occurrence, or if applicable the cessation, of a Market Disruption Event.
	(c)		In this Agreement, “Market Disruption Event” means:

(i)

at or about noon on the Quotation Day for the relevant Interest Period the Screen Rate is not available (or the Screen Rate is zero or negative) and none

			or only one of the Reference Banks supplies a rate to the Facility Agent to determine LIBOR for US Dollars for the relevant Interest Period; or
	(ii)		before close of business in London on the Quotation Day for the relevant Interest Period, the Facility Agent receives notifications from a Lender or Lenders (whose participations in the Loan exceed 10 per cent of the Loan) that the cost to it or them of obtaining matching deposits in the Relevant Interbank Market would be in excess of LIBOR.

10.3

Alternative basis of interest or funding

	(a)		If a Market Disruption Event occurs and the Facility Agent or the Borrower so requires, the Facility Agent and the Borrower shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest.
	(b)		Any alternative basis agreed pursuant to paragraph (a) above shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.

10.4

Break Costs

	(a)		The Borrower shall, within four Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of the Loan or Unpaid Sum being paid by the Borrower on a day other than the last day of an Interest Period for the Loan or Unpaid Sum.
	(b)		Each Lender shall, as soon as reasonably practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.

11.		FEES
11.1		Arrangement fee
		The Borrower shall pay to the Agent (for the account of the Arranger) an arrangement fee in the amount and at the times agreed in the relevant Fee Letter.
11.2		Agency fee
		The Borrower shall pay to the Facility Agent (for its own account) an agency fee in the amount and at the times agreed in the relevant Fee Letter.
11.3		Commitment fee

	(a)		Subject to sub-clause (b) below, the Borrower shall pay to the Facility Agent (for the account of each Lender) a fee computed on a daily basis (based on a 360 day year) at the rate of 0.25 per cent per annum on that Lender’s Available Commitment during the period starting on and from date of this Agreement and ending on and including the last day of the Availability Period.
	(b)		The accrued commitment fee is payable on the last day of each successive period of three Months which ends during the Availability Period, on the last day of the Availability Period and, if any Commitment is cancelled, on the cancelled amount of the relevant Lender’s Commitment at the time the cancellation is effective

12.		TAX GROSS-UP AND INDEMNITIES
12.1		Definitions

	(a)		In this Agreement:
			“Tax Credit” means a credit against, relief or remission for, or repayment of any Tax;
			“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document;
			“Tax Payment” means an increase in a payment made by the Borrower to a Finance Party under clause 12.2 (Tax gross-up) or a payment under clause 12.3 (Tax indemnity).
	(b)		Unless a contrary indication appears, in this clause 12 (Tax gross-up and indemnities) a reference to “determines” or “determined” means a determination made in the reasonable discretion of the person making the determination.

12.2

Tax gross-up

	(a)		The Borrower shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Law.
	(b)		The Borrower shall promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Facility Agent accordingly. Similarly, a Lender shall promptly notify the Facility Agent on becoming so aware in respect of a payment payable to that Lender. If the Facility Agent receives such notification from a Lender it shall promptly notify the Borrower.
	(c)		If a Tax Deduction is required by Law to be made by the Borrower, the amount of the payment due from the Borrower shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.
	(d)		If the Borrower is required to make a Tax Deduction, the Borrower shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by Law.
	(e)		Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Borrower shall deliver to the Facility Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.
	(f)		Each Lender, including any person that becomes a Lender after the date hereof, shall deliver to Facility Agent and to Borrower, (i) two original copies of Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-9 (or any successor form), as applicable, properly completed and duly executed by such Lender, and such other documentation reasonably requested by Borrower to establish that such Lender is not subject to deduction or withholding of U.S. federal income or backup withholding tax with respect to any payments to such Lender of principal, interest,

fees or other amounts payable under any of the Finance Documents. Each Lender required to deliver any forms, certificates or other evidence with respect to U.S. federal income tax withholding matters pursuant to this Section 12.2(f) hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a change in a Lender’s circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly deliver to Facility Agent and to Borrower two new original copies of Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-9 (or any successor form), as the case may be, properly completed and duly executed by such Lender, and such other documentation reasonably requested by Borrower to confirm or establish that such Lender is not subject to deduction or withholding of U.S. federal income tax with respect to payments to such Lender.

(g)

If a Lender fails to deliver the forms, certificates or other evidence referred to in clause 12.2(f) above, the Borrower shall withhold the taxes due on payments to such Lender and solely to the extent that such withholding was the result of the Lender’s non-compliance with the requirement that it deliver such forms, certificates or other evidence referred to in clause 12.2(f) above, the payments required pursuant to clauses 12.2(c) and 13.1(a) shall be reduced.

12.3

Tax indemnity

	(a)		Without prejudice to clause 12.2 (Tax gross-up), if any Finance Party is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under any Finance Document (including any sum deemed for purposes of Tax to be received or receivable by such Finance Party whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Borrower shall, within three Business Days of demand of the Facility Agent, promptly indemnify the Finance Party which suffers a loss or liability as a result against such payment or liability, together with any costs and expenses payable or incurred in connection therewith in each case, except to the extent that such costs and expenses contemplated by this clause arose solely as a result of any negligence or malfeasance of such Finance Party.
	(b)		Paragraph (a) above shall not apply:

(i)

with respect to any Tax assessed on a Finance Party:

	(A)		under the Law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or
	(B)		under the Law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,

			if that Tax is imposed on or calculated by reference to the net income received or receivable by that Finance Party;
	(ii)		to the extent a loss, liability or cost is compensated for by an increased payment under clause 12.2 (Tax gross-up) or

(iii)

to the extent that such Tax would not have been payable but for such Lender’s failure for any reason to deliver any of the forms referred to in clause 12.2(f).

	(c)		A Finance Party making, or intending to make, a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall promptly notify the Borrower.
	(d)		A Finance Party shall, on receiving a payment from the Borrower under this clause 12.3 (Tax indemnity), notify the Facility Agent.

12.4

Tax Credit

(a)

If the Borrower makes a Tax Payment and the relevant Finance Party determines that:

	(i)		a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part, or to that Tax Payment; and
	(ii)		that Finance Party has obtained, utilised and retained that Tax Credit,

the Finance Party shall pay an amount to the Borrower which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Borrower. The Borrower may, upon written request, require a Lender to produce reasonable evidence (without being obliged in any way to disclose to the Borrower any information of a confidential nature relating to its tax affairs) as to whether or not the criteria set out in sub-clause (a)(i) and (a)(ii) above are satisfied. A Finance Party shall use reasonable endeavours to complete, as soon as reasonably practicable, any formalities to have the benefit of any available Tax Credits or relief which it is aware of at such time.

(b)

If any Finance Party makes any payment to the Borrower pursuant to this clause 12.4 (Tax Credit) and such Finance Party subsequently determines that the Tax Credit in respect of which such payment was made was not available or is required to be repaid by it or that it was not permitted to use such Tax Credit in full, the Borrower shall reimburse that Finance Party such amount (being an amount no greater than the amount paid by that Finance Party to the Borrower pursuant to this clause 12.4 (Tax Credit)) as that Finance Party reasonably determines is necessary to place it in the same after-Tax position as it would have been in if such Tax Credit had been obtained and fully used and retained by such Finance Party.

12.5

Stamp taxes

The Borrower shall pay and, within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

12.6

Value added tax

(a)

All amounts set out, or expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply, and accordingly, subject to paragraph (c) below, if VAT is chargeable on any supply made by any Finance Party to any Party under a Finance Document, that

			Party shall pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT (and such Finance Party shall promptly provide an appropriate VAT invoice to such Party).
	(b)		If VAT is chargeable on any supply made by any Finance Party (the “Supplier") to any other Finance Party (the “Recipient") under a Finance Document, and any Party (the “Relevant Party") is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such Party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient will promptly pay to the Relevant Party an amount equal to any credit or repayment from the relevant tax authority which it reasonably determines relates to the VAT chargeable on that supply. So far as the Facility Agent is aware (without representing the Borrower) the Original Lenders are not as at the date of this Agreement required to charge VAT on any supply made or to be made under the Finance Documents.
	(c)		Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party shall also at the same time pay and indemnify the Finance Party against all VAT incurred by the Finance Party in respect of the costs or expenses to the extent that the Finance Party reasonably determines that neither it nor any other member of the group of which it is a member for VAT purposes is entitled to credit or repayment from the relevant tax authority in respect of the VAT.

13.

INCREASED COSTS

13.1

Increased Costs

(a)

Subject to clause 13.3 (Exceptions) the Borrower shall, within four Business Days of a demand by the Facility Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of:

	(i)		the introduction of or any change after the date of this Agreement in (or in the interpretation, administration or application of) any Law or regulation; or
	(ii)		compliance with any Law or regulation made after the date of this Agreement.

The terms “Law” and “regulation” in this paragraph (a) shall include any law or regulation concerning capital adequacy, capital ratios, reserve requirements on contingent liabilities, prudential limits, liquidity, reserve assets or Tax.

(b)

In this Agreement “Increased Costs” means:

	(i)		a reduction in the rate of return from the Facility or on a Finance Party’s (or its Affiliate’s) overall capital;
	(ii)		an additional or increased cost; or
	(iii)		a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.

13.2

Increased cost claims

	(a)		A Finance Party intending to make a claim pursuant to clause 13.1 (Increased Costs) shall notify the Facility Agent of the event giving rise to the claim, following which the Facility Agent shall promptly notify the Borrower.
	(b)		Each Finance Party shall, as soon as practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its Increased Costs and describing in reasonable detail the circumstances giving rise to the claim.

13.3

Exceptions

(a)

Clause 13.1 (Increased Costs) does not apply to the extent any Increased Cost is:

	(i)		attributable to a Tax Deduction required by Law to be made by the Borrower;
	(ii)		compensated for by clause 12.3 (Tax indemnity) (or would have been compensated for under clause 12.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in clause 12.3(b) applied); or
	(iii)		attributable to the wilful breach by the relevant Finance Party or its Affiliates of any Law or regulation or a failure by the relevant Finance Party to make any relevant filings with any regulatory authority.

(b)

In this clause 13.3 (Exceptions), a reference to a “Tax Deduction” has the same meaning given to the term in clause 12.1 (Definitions).

14.		OTHER INDEMNITIES
14.1		Currency indemnity

(a)

If any sum due from the Borrower under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:

	(i)		making or filing a claim or proof against the Borrower; or
	(ii)		obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

the Borrower shall as an independent obligation, within three Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

(b)

The Borrower waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

14.2

Expenses; Indemnity

	(a)		The Borrower agrees to indemnify the Administrative Parties, each Lender and each Related Party of any of the foregoing persons (each such person being called an “Indemnitee“) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related costs and expenses, including reasonable counsel fees, disbursements and other charges, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Finance Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the transactions and the other transactions contemplated thereby, (ii) the use of the proceeds of the Loans, (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto, or (iv) any actual or alleged presence or Release of Hazardous Substances on any property owned or operated by the Borrower or any Environmental Claim related to the operations of the Borrower; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses are determined by a court of competent jurisdiction to have resulted from primarily the gross negligence or wilful misconduct of such Indemnitee (and, upon any such determination, any indemnification payments with respect to such losses, claims, damages, liabilities or related costs and expenses previously received by such Indemnitee shall be subject to reimbursement by such Indemnitee);
	(b)		To the extent permitted by applicable Law, the Borrower shall not assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Loan or the use of the proceeds thereof.
	(c)		The provisions of this clause 14.2 (Expenses; Indemnity) shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the Transactions or the other transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the invalidity or unenforceability of any term or provision of this Agreement or any other Finance Document, or any investigation made by or on behalf of the Administrative Parties or any Lender. All amounts due under this clause 14.2 (Expenses; Indemnity) shall be payable on written demand therefor.

14.3

Indemnity to the Security Agent

(a)

The Security Agent may, in priority to any payment to the Finance Parties, indemnify itself out of the Collateral in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this clause 14.3 (Indemnity to the Security Agent) and shall have a lien on the Collateral and the proceeds of the enforcement of the Collateral for all moneys payable to it.

15.		MITIGATION
15.1		Mitigation

	(a)		Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of clause 12 (Tax gross up and indemnities) or clause 13 (Increased Costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.
	(b)		Clause 15.1(a) does not in any way limit the obligations of the Borrower under the Finance Documents.

15.2

Limitation of liability

	(a)		The Borrower shall promptly indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under clause 15.1 (Mitigation).
	(b)		A Finance Party is not obliged to take any steps under clause 15.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

16.		COSTS AND EXPENSES
16.1		Transaction expenses
		Irrespective of whether or not any Commitment or Loan under this Agreement is implemented, cancelled, utilised or otherwise withdrawn, the Borrower shall, within four Business Days of demand, pay the Administrative Parties the amount of all costs and expenses (including legal fees) reasonably incurred by any of them in connection with the negotiation, preparation, printing, execution and syndication of:

(a)

the Finance Documents and any associated or ancillary documents executed on or around the date of this Agreement; and

(b)

any other Finance Documents and any associated or ancillary documents executed after the date of this Agreement.

16.2		Amendment costs
		If:

	(a)		the Borrower requests an amendment, waiver or consent in relation to a Finance Document; or
	(b)		an amendment is required pursuant to clause 30.9 (Change of currency),

the Borrower shall, within three Business Days of demand, reimburse each Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by that Agent in responding to, evaluating, negotiating or complying with that request or requirement.

16.3		Enforcement costs
		The Borrower shall, within three Business Days of demand, pay to each Finance Party the amount of all costs and expenses (including legal fees) incurred by that Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document.
16.4		Borrower’s costs
		The Borrower shall itself bear any costs and expenses incurred by itself which are similar to those costs and expenses contemplated in clauses 16.1 (Transaction expenses) to 16.3 (Enforcement costs).
17.		REPRESENTATIONS
17.1		General
		The Borrower makes the representations and warranties set out in this clause 17 (Representations) to each Finance Party on the date of this Agreement and as set out in clause 17.36 (Repetition) (and “it”, when used herein, shall be deemed to refer to the Borrower.)
17.2		Organisation, Powers
		The Borrower (a) is duly organised, validly existing and in good standing under the Laws of its jurisdiction of organisation, (b) has all requisite corporate power and authority, and the legal right, to own and operate its property and assets, to lease the property it operates as lessee and to carry on its business as now conducted and as proposed to be conducted in respect of the Project, (c) is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required except where the failure to so qualify would not reasonably be expected to result in a Material Adverse Effect and (d) has the power and authority, and the legal right, to execute, deliver and perform its obligations under this Agreement, each of the other Finance Documents and each other agreement or instrument contemplated hereby or thereby to which it is or will be party, including, to borrow hereunder.
17.3		Authorisation, No Conflicts
		This Agreement, each Finance Document and the transactions contemplated thereunder: (a) have been duly authorised by all requisite corporate, and, if required, stockholder action on the part of the Borrower and (b) will not (i) violate (A) any provision of Law, statute, rule or regulation, or the organisational documents of the Borrower, (B) any order of any Governmental Authority or arbitrator applicable to the Borrower or (C) any provision of any Project Document, indenture, agreement or other instrument to which the Borrower is a party or by which the Borrower or any of the Borrower’s property is or may be bound, except any of the foregoing that would not reasonably be expected to result in a Material Adverse Effect; (ii) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under, or give rise to any right to accelerate or to require the prepayment, repurchase or redemption of any obligation under any such Project Document, indenture, agreement or other instrument except any of the foregoing that would not reasonably be expected to result in a Material Adverse Effect; or (iii) result in the creation or imposition of any Lien upon or with respect to any property or assets now owned or hereafter acquired by the Borrower (other than Permitted Liens).

17.4		Governing law and enforcement
		Subject to the Legal Reservations:

	(a)		the choice of governing law of each of the Finance Documents will be recognised and enforced in its Relevant Jurisdictions; and
	(b)		any judgment obtained in relation to a Finance Document in the jurisdiction of the governing law of that Finance Document will be recognised and enforced in its Relevant Jurisdictions.

17.5		Enforceability
		Subject to any Legal Reservations, this Agreement has been duly executed and delivered by the Borrower and constitutes, and each other Finance Document when executed and delivered by the Borrower will constitute, a legal, valid and binding obligation of the Borrower enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganisation, moratorium or other Laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at Law. None of the Finance Documents to which the Borrower is party has been amended or modified subsequent to having been delivered to the Facility Agent, except as permitted under this Agreement.
17.6		Governmental Approvals
		No action, consent or approval of, registration or filing with, Permit from, notice to, or any other action by, any Governmental Authority is required in connection with the transactions contemplated by the Finance Documents, except for (a) the filing of Uniform Commercial Code financing statements, (b) recordation of the Deed of Trust, (c) such as have been made or obtained and are in full force and effect and (d) such minor approvals the absence of which would not be considered material by a prudent mining industry operator or owner (of a similar project, similarly situated) and which would not or would not be reasonably likely to have a Material Adverse Effect.
17.7		Title to Properties; Possessions Under Leases
		Except in relation to any minor defects in title or standard exceptions or exclusions in each case set out in the Title Policy which the Facility Agent (acting reasonably) does not require to be cured, remedied or otherwise addressed by the Borrower:

(a)

the Borrower has good and, with respect to all Property Rights included in the Title Policy, insurable title to, or valid leasehold interests in, all its material properties and assets (including all Property Rights), except for minor defects in title that, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes. The Project is free from material structural defects and all systems contained therein are in good working order and condition, ordinary wear and tear excepted, suitable for the purposes for which they are currently being used. No portion of the Property Rights has suffered any material damage by fire or other casualty loss that has not heretofore been completely repaired and restored to its original condition. Each parcel of Property Rights and the current use thereof complies with all applicable Laws (including building and zoning ordinances and codes) and with all insurance requirements except for such noncompliance which

			would not or would not be reasonably likely to have a Material Adverse Effect; the Borrower is not a non-conforming user of any Property Rights.
	(b)		the Borrower, and, to the knowledge of the Borrower, each other party thereto, has complied with all obligations under all material leases to which it is a party and all such leases are legal, valid, binding and in full force and effect and are enforceable in accordance with their terms. The Borrower enjoys peaceful and undisturbed possession under all such material leases. No landlord Lien has been filed, and, to the knowledge of the Borrower, no claim is being asserted, with respect to any lease payment under any material lease. None of the Property Rights included in the Mortgage and Deed of Trust is subject to any lease, sublease, license or other agreement granting to any person (other than the Borrower) any right to the use, occupancy, possession or enjoyment of the Property Rights or any portion thereof, except for non-possessory rights to ingress or egress or other minor rights which do not materially interfere with the Borrower’s use occupancy, possession or enjoyment of the Property Rights and which would not or would not be reasonably likely to have a Material Adverse Effect.
	(c)		the Borrower has not received any notice of, nor has any knowledge of, any pending or contemplated condemnation proceeding affecting the Property Rights or any sale or disposition thereof in lieu of condemnation.
	(d)		the Borrower is not obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Property Rights or any interest therein.
	(e)		there are no pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any material portion of the owned Property Rights, nor are there any contemplated improvements to such owned Property Rights that may result in such special or other assessments. The Borrower has not suffered, permitted or initiated the joint assessment of any owned Property Rights with any other Property Rights constituting a separate tax lot. Each owned parcel of Property Rights is comprised of one or more parcels, each of which constitutes a separate tax lot and none of which constitutes a portion of any other tax lot.
	(f)		the Borrower has obtained all permits, licenses, variances and certificates required by applicable Law to be obtained and necessary to the use and operation of each parcel of Property Rights, except where the failure to have such permit, license, certificate or variance would not prohibit the use of such parcel of Property Rights as it is currently being used. The use being made of each parcel of Property Rights conforms with the certificate of occupancy and/or such other permits, licenses, variances and certificates for such Property Rights and any other restrictions, covenants or conditions affecting such Property Rights, except for any such nonconformity that could not reasonably be expected to be enjoined or to result in material fines.

17.8		Title to Production
		Except as may arise by virtue of any minor defects in title set out in the Mining Report which the Facility Agent does not require to be cured, remedied or otherwise addressed by the Borrower pursuant to clause 4.4(b), the Borrower has the capacity and the right to assign to the Finance Parties legal and beneficial title to all Gold and other Production which it may contract to deliver to such parties under any Finance Document, free and clear of all Liens or claims except for Permitted Liens and the royalty and earn-in arrangements.

17.9

Permits

	(a)		Having made due and careful enquiry, the Borrower has and is in possession of all Applicable Permits and is in compliance with all the material terms thereof.
	(b)		The Borrower has and is in possession of all Permits under existing Laws required or necessary for the conduct of the business of the Borrower (other than Applicable Permits) which, if the same were not held, would or would be reasonably likely to have a Material Adverse Effect.
	(c)		In relation to the Permits held by the Borrower as described in sub-clauses (a) and (b) above, the same are in full force and effect and, except as disclosed therein, are not subject to any current legal proceeding to which the Borrower is a party or, to the Borrower’s knowledge, to any unsatisfied condition that would or would be reasonably likely to have a Material Adverse Effect, and, except as disclosed therein, all statutorily prescribed appeal periods with respect to the issuance of such Permits have expired. The Borrower is in compliance with all Permits except to the extent that such non-compliance would not or would not be reasonably likely to result in a Material Adverse Effect.

17.10

Hazardous Substances

	(a)		To the knowledge of the Borrower: (A) it is not in violation of (or received any notice that it is in violation of) any Environmental Law which violation would reasonably be expected to subject the Finance Parties to liability or to result in an Environmental Claim against the Borrower or its properties and assets; (B) it has not Released any Hazardous Substances in, on, or under the Site in violation of Environmental Law that would reasonably be expected to subject the Finance Parties to liability or the Borrower to liability, under any Environmental Law; (C) there are no underground tanks, whether operative or temporarily or permanently closed, located on the Site; and (D) there are no Hazardous Substances used, generated, manufactured, produced, transported thereto or therefrom, stored or present at or on the Site, except as necessary in the ordinary course of business and in material compliance with Environmental Laws, in each case of (A) through (D) above that would or would be reasonably likely to have a Material Adverse Effect.
	(b)		To the knowledge of the Borrower, there is no pending or threatened Environmental Claims by any Governmental Authority (including the U.S. Environmental Protection Agency) or any non-governmental third party with respect to the presence or Release of Hazardous Substances in, on or from the Site or the Improvements, that would reasonably be expected to have a Material Adverse Effect.

17.11		Labour Disputes
		Neither the business nor the properties of the Borrower are being affected by any strike, lockout or other labour dispute which would reasonably be expected to have a Material Adverse Effect.
17.12		Taxes
		Each Obligor has filed all material federal, state and local tax returns that it is required to file, has paid all material taxes that it is required to pay to the extent due (other than those taxes that it is contesting in good faith and by appropriate proceedings, with adequate, segregated

		reserves established for such taxes) and, to the extent such taxes are not due, has established reserves that are adequate for the payment thereof and are required by US GAAP.
17.13		Intellectual Property

	(a)		The Borrower owns or has the right to use all patents, trademarks, service marks, trade names, copyrights, licenses and other rights which are necessary for the operation of its business (the “IP Rights") and which the failure of the Borrower to so own or have the right to use would reasonably be expected to result in a Material Adverse Effect. No material product, process, method, substance, part or other material presently contemplated to be sold or employed by the Borrower in connection with its business will infringe any patent, trademark, service ▇▇▇▇, trade name, copyright, license or other right owned by any other person which would or would be reasonably likely to have a Material Adverse Effect.
	(b)		The Borrower does not require any licence from, or the consent of the Guarantor or any third party to use, the IP Rights which relate to the Project.

17.14		Validity and admissibility in evidence
		It maintains and is in compliance with all Authorisations required under any applicable Law or regulation:

	(a)		to enable it lawfully to enter into, exercise its rights and comply with its obligations in each Finance Document to which it is a party; and
	(b)		to make each Finance Document to which it is a party admissible in evidence in its jurisdiction of incorporation.

17.15		Compliance with Laws
		It is conducting its business and operations in compliance with all Laws and regulations to which it may be subject, and is otherwise in compliance with all Laws and regulations applicable to it, except to the extent that failure to so comply would not be considered material by a prudent mining industry operator or owner (of a similar project, similarly situated) and which would not or would not be reasonably likely to have a Material Adverse Effect.
17.16		Regulations T, U and X
		It is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock, and no proceeds of the Loans will be used for a purpose which violates, or would be inconsistent with, F.R.S. Board Regulation U or X. Terms for which meanings are provided in F.R.S. Board Regulation T, U or X or any regulations substituted therefor, as from time to time in effect, are used in this clause with such meanings.
17.17		Deduction of Tax
		It is not required under the Law of its jurisdiction of incorporation to make any deduction or withholding for or on account of Tax from any payment it may make under any Finance Document.

17.18		No filing or stamp taxes
		As at the date of this Agreement, under the Law of its jurisdiction of incorporation it is not necessary:

	(a)		that any Finance Document be filed, recorded or enrolled with any court or other authority in that jurisdiction; or
	(b)		that any stamp, registration or similar tax be paid on or in relation to any Finance Document or the transactions contemplated by any Finance Document, except for local costs for the recording of such documents as required by this Agreement

17.19

No default

	(a)		No Default is continuing or would reasonably be expected to result from the making of the Utilisation.
	(b)		(No other event or circumstance is continuing which constitutes a default or an event of default (howsoever described) under any other agreement or instrument which is binding on it or to which its assets are subject which might constitute or result in a Material Adverse Effect.

17.20		No misleading information
		As of the Closing Date, there is no fact, which has had or would be reasonably likely to have a Material Adverse Effect which has not been set forth in this Agreement or which has not otherwise been disclosed to the Administrative Parties by the Borrower prior to the Closing Date in connection with the transactions contemplated hereby or thereby. As of the Closing Date, all factual statements made to the Administrative Parties and all documentation furnished to the Administrative Parties by the Obligors, taken as a whole, including written updated or supplemented information delivered on or prior to the Closing Date, are true and correct in all material respects.
17.21		No changes

(a)

Since the date of its Original Financial Statements, the Borrower has not:

	(i)		entered into any amalgamation, demerger, merger or corporate reconstruction (or any analogous procedure or step in any jurisdiction) without the prior written consent of the Facility Agent (acting on the instructions of the Majority Lenders); or
	(ii)		made any substantial change to the general nature of its business.

(b)

Since the date of the Original Financial Statements, the Borrower represents that there has been no change in the financial condition of the Guarantor which could reasonably be expected to have a Material Adverse Effect.

17.22

Financial statements

(a)

Any Original Financial Statements were prepared in accordance with US GAAP consistently applied.

	(b)		Any Original Financial Statements fairly represent the Guarantors consolidated financial condition and operations (consolidated in the case of the Guarantor) during the relevant period.
	(c)		There has been no Material Adverse Effect since the last date of the period for which the Original Financial Statements were prepared or since the last date of the period for which the most recent set of financial statements were prepared and which are required to be delivered by the Borrower to the Facility Agent pursuant to clause 18.1 (Financial statements and Project reports).

17.23		No undisclosed liabilities
		As at the date as of which its most recent audited financial statements were prepared (which, at the date of this Agreement, are the Original Financial Statements), it did not have any material liabilities (contingent or otherwise) which were not disclosed thereby (or by the notes thereto) or reserved against therein nor any unrealised or anticipated losses arising from commitments entered into by it which were not so disclosed or reserved against.
17.24		No winding-up
		It has not taken any corporate action, nor have any other steps been taken or legal proceedings been started or threatened against it for its winding-up, dissolution, administration or reorganisation or for the appointment by it (or on its behalf) of a receiver, administrator, administrative receiver, trustee or similar officer in relation to itself or all or any of its assets or revenues.
17.25		No proceedings pending or threatened
		No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency (including any relating to Environmental Law) which, if adversely determined, might reasonably be expected to constitute or result in a Material Adverse Effect, have (to the best of its knowledge and belief) been started or threatened against it.
17.26		No Security
		There is no Security affecting any property or assets of the Borrower other than the Permitted Liens.
17.27		No immunity
		Subject to the Legal Reservations, in any proceedings taken in any jurisdiction in relation to any Finance Document, it is not entitled to claim for itself or any of its assets immunity from suit, execution, attachment or other legal process.
17.28		Insurance
		The Borrower maintains Insurance in full force and effect at all times which satisfies clause 19 (Insurance) herein.
17.29		Financial Indebtedness
		The Borrower has no Financial Indebtedness save for Permitted Financial Indebtedness.

17.30		Ranking
		Subject to the Legal Reservations, the Liens granted to the Security Agent pursuant to the Security Documents (a) constitute first priority valid and subsisting liens of record on such rights, title or interest as the Borrower shall from time to time have in all Property Rights covered by the Mortgage, (b) constitute first priority perfected security interests in such rights, title or interest as the Borrower shall from time to time have in all personal property included in the Collateral, (c) constitute first priority perfected security interests in the Guarantor’s right, title, and interest to the 100 per cent of the shares of the Borrower and (d) in each case with respect to (a)-(c) above are subject to no Liens except Permitted Liens. Except (i) to the extent possession of portions of the Collateral is required for perfection, (ii) in relation to any IP Rights (as such term is defined in clause 17.13(a)) or motor vehicles which are part of the Collateral or (iii) as otherwise agreed by the Borrower and the Facility Agent, all such action as is necessary has been taken to establish and perfect the Security Agent’s rights in and to the Collateral, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). Except as otherwise agreed by the Borrower and the Facility Agent, the Borrower and Guarantor have properly delivered or caused to be delivered to the Security Agent all Collateral that requires perfection of the Liens and security interests described above by possession.
17.31		Certified Copies
		Any copy of a document (the “original document”) provided to any Finance Party by or on behalf of it which purports to be certified by one of its duly authorised officers or directors as a true, complete and up-to-date copy of the original document is a true, complete and accurate copy of the original document and is up to date as at the date on which it was provided.
17.32		Transaction Documents

	(a)		It has not breached any of the terms of any Transaction Document to which it is a party, other than any minor breach that would not or would not be reasonably likely to have a Material Adverse Effect.
	(b)		It is not aware of any dispute or potential dispute with any counterparty to a Transaction Document to which it is a party.

17.33		Investment Company Act
		The Borrower is not required to register as an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended.
17.34		Employee Benefit Plans
		The Borrower does not sponsor a Benefit Plan.
17.35		Capital Equipment Leases
		Save in respect of any equipment provided or owned by an Approved Contractor, the equipment the subject of the Capital Equipment Leases is the only equipment which the Borrower requires to achieve Final Completion.

17.36

Repetition

	(a)		The Repeating Representations are deemed to be made by the Borrower by reference to the facts and circumstances then existing on submission of the Utilisation Request, on the Utilisation Date and on the first day of each Interest Period thereafter.
	(b)		Each representation and warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.

18.		INFORMATION UNDERTAKINGS
		The undertakings in this clause 18 (Information undertakings) shall remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.
18.1		Financial statements and Project reports
		The Borrower shall supply to the Facility Agent in sufficient copies for all the Lenders:

(a)

In respect of the Guarantor:

	(i)		as soon as the same become available, but in any event within 10 days after the date of filing with the SEC, a copy of the SEC Form 10-k filed by the Guarantor with the SEC for such Fiscal Year, or if no such Form 10-k was filed by the Guarantor for such Fiscal Year, the audited consolidated financial statements of the Guarantor and its subsidiaries for that Fiscal Year;
	(ii)		as soon as the same become available, but in any event within 10 days after the date of filing with the SEC, a copy of the SEC Form 10-Q filed by the Guarantor with the SEC for each such Fiscal Quarter, or if no such Form 10-Q is available, the unaudited consolidated financial statements of the Guarantor for that quarter; and
	(iii)		promptly, but not later than 10 days after the date of filing with the SEC, copies of all financial statements and reports that Guarantor sends to its shareholders, and copies of all financial statements and regular, periodical or special reports (including Forms 8-K, 10-K and 10-Q) that Guarantor or any of its Subsidiaries may make to, or file with, the SEC or any securities exchange;

			(such requirement in respect of the Guarantor shall be satisfied by way of subscription by the Facility Agent, which the Guarantor shall facilitate, to receive all publically available financial information circulated by the Guarantor by email from time to time, unless such information is not for any reason available or is not duly delivered pursuant to such subscription within the timescales set out above).
	(b)		in respect of the Borrower:

(i)

as soon as the same become available, but in any event not later than the time specified for the Guarantor under clause 18.1(a)(i), the unaudited financial statements of the Borrower for that Fiscal Year;

	(ii)		as soon as the same become available, but in any event not later than the time specified for the Guarantor under clause 18.1(a)(ii), the Quarterly Management Accounts of the Borrower for that Fiscal Quarter;
	(iii)		as soon as it becomes available, but in any event with 15 days of the end of each period of one Month from the date of this Agreement until the Final Completion Date, the Monthly Construction Report and the Monthly Expenditure Statement for each such period;
	(iv)		as soon as it becomes available, but in any event with 30 days of the end of each calendar month, the Production Report of the Borrower for that month;
	(v)		a certified board-approved revised Life of Mine Plan within 30 days of such board approval and not more than 365 days after the provision of the previous Life of Mine Plan and in respect of which revised Life of Mine Plan all revisions will be subject to review and approval in accordance with clause 21.7 (Amendment of and exercise of rights under the Transaction Documents and Amendment of Life of Mine Plan).

(c)

If at any time the Guarantor ceases to be subject to the requirement to file accounts with the SEC, the Borrower shall procure the delivery of the information specified in clause 18.1(a) and 18.1(b) within the period or periods specified by the Facility Agent, acting reasonably (but in any event, no earlier than the date on which such information should have been provided if the Guarantor had remained subject to the requirements of the SEC).

18.2

Requirements as to financial statements

	(a)		Each set of financial statements delivered by the Borrower pursuant to clause 18.1 (Financial statements and Project reports) and 18.1(b)(i) and 18.1(b)(ii) shall be certified by an officer of the relevant Obligor as fairly representing its financial condition as at the date as at which those financial statements were drawn up.
	(b)		The Borrower shall ensure that each set of financial statements of the Guarantor delivered pursuant to clause 18.1 (Financial statements and Project reports) is prepared using US GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements for the Guarantor unless, in relation to any set of financial statements, it notifies the Facility Agent that there has been a change in US GAAP, the accounting practices or reference periods and its auditors (or, if appropriate, the auditors of the Guarantor) deliver to the Facility Agent, a description of any change necessary for those financial statements to reflect the US GAAP, accounting practices and reference periods upon which the Guarantor’s Original Financial Statements were prepared.

Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.

18.3		Information: miscellaneous
		The Borrower shall supply to the Facility Agent (in sufficient copies for all the Lenders, if the Facility Agent so requests):

	(a)		all documents dispatched by each Obligor to its shareholders (or any class of them) or its creditors generally at the same time as they are dispatched (such requirement in respect of the Guarantor to be satisfied by way of subscription by the Facility Agent, which the Guarantor shall facilitate, to receive all publically available information circulated by the Guarantor by email from time to time);
	(b)		promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any Obligor, and which might, if adversely determined, constitute a Material Adverse Effect; and
	(c)		promptly, such further information regarding the financial condition, business and operations of any Obligor as any Finance Party (through the Facility Agent) may reasonably request, in each case, only where such disclosure or provision of information or documents would not be in breach of any Law.

18.4		Access to Collateral
		If an Event of Default has occurred and is continuing, upon the request of the Facility Agent (on the instruction of any Lender) the Borrower shall provide the Facility Agent and any of its representatives, professional advisers and contractors with access to inspect the Collateral of the Borrower, in each case at reasonable times and upon reasonable notice, subject to any reasonable confidentiality requirements of the Borrower.
18.5		Notification of Default

	(a)		The Borrower shall notify the Facility Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.
	(b)		Promptly upon a request by the Facility Agent, the Borrower shall supply to the Facility Agent a certificate signed by two of its officers on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

18.6		Notification of noncompliance
		The Borrower shall notify the Facility Agent of any: (A) fact, circumstance, condition or occurrence at, on or arising from, the Site or the Project that results in noncompliance with any Environmental Law having, individually or in the aggregate, a Material Adverse Effect or any Release of Hazardous Substances on or from the Project or any other part of the Property Rights that has resulted in a Material Adverse Effect, and (B) pending Environmental Claim having, individually or in the aggregate, a Material Adverse Effect against the Borrower or, to the Borrower’s knowledge, any of its Affiliates, contractors or lessees arising in connection with its or their occupying or conducting operations on or at the Project.

18.7		Notification of misrepresentation
		The Borrower shall notify the Facility Agent promptly upon becoming aware that any representation made or deemed to be made by an Obligor under any Finance Document has become untrue or misleading in any material respect.
18.8		Disputes
		The Borrower shall inform the Facility Agent promptly (and with reasonable detail) upon becoming aware of any dispute or potential dispute with any counterparty to a Transaction Document, save where such dispute is minor or frivolous and is resolved amicably within 10 Business Days of such dispute arising.
18.9		“Know your customer” checks

(a)

If:

	(i)		the introduction of or any change in (or in the interpretation, administration or application of) any Law or regulation made after the date of this Agreement;
	(ii)		any change in the status of an Obligor after the date of this Agreement; or
	(iii)		a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer,

obliges the Facility Agent or any Lender (or, in the case of paragraph (iii) above, any prospective new Lender) to comply with “know your customer” or similar identification procedures, in circumstances where the necessary information is not already available to it, the Borrower shall (and shall procure that the Guarantor shall) promptly upon the request of the Facility Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Facility Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in paragraph (iii) above, on behalf of any prospective new Lender) in order for the Facility Agent, such Lender or, in the case of the event described in paragraph (iii) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable Laws and regulations pursuant to the transactions contemplated in the Finance Documents.

(b)

Each Lender shall promptly upon the request of the Facility Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Facility Agent (for itself) in order for the Facility Agent to carry out and be satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable Laws and regulations pursuant to the transactions contemplated in the Finance Documents.

19.		INSURANCE
19.1		Insurance
		So long as any Secured Liabilities remain outstanding, the Borrower, to the satisfaction of the Facility Agent, shall:

(a)

Insure or cause to be insured all Insurable Property then owned by it against:

	(i)		loss, theft, damage, destruction and the usual risks against which a prudent owner of property of a similar type to that property and in a similar business and location would insure and any other risks specified by the Facility Agent and as is necessary in order to comply with any applicable Law; and
	(ii)		any liability from time to time of each Finance Party and the Loan Party arising from its ownership, use or occupation of Property Rights,

and for greater certainty, such insurance will include (but not be limited to) coverage of the following:

	(iii)		during the period prior to Final Completion, construction all-risks;
	(iv)		public liability;
	(v)		marine cargo, loss of shipment (if applicable);
	(vi)		workers’ compensation;
	(vii)		motor vehicle;
	(viii)		any other insurance required by applicable Law; and
	(ix)		during the period after Final Completion, business interruption.

(b)

Ensure that all Insurance will:

	(i)		be placed with an Approved Insurer and fully underwritten;
	(ii)		have each Finance Party named as an additional insured (if permitted by the insurer under the applicable policy) and loss payee;

	(c)		Supply to the Facility Agent, prior to the renewal of or anniversary of any Insurance, a list of insurers to be approved by the Facility Agent (acting reasonably). If the Facility Agent does not approve any such insurers they shall not be or shall cease to be (as applicable) Approved Insurers for the purpose of sub-clause (b) above.
	(d)		Ensure that all Insurance against loss, theft, damage or destruction of the Insurable Property will be for the full reinstatement value thereof from time to time, unless the Facility Agent otherwise agrees in writing.
	(e)		Ensure that copies of all documents relating to the Insurance effected by it, including the certificate of Insurance, the relevant policies, all renewal certificates, certificates of currency and endorsement slips, are to be delivered by it to the Facility Agent promptly on request.

(f)

Maintenance of Insurance.

	(i)		Duly and punctually pay or cause to be paid all premiums and other money payable under, and perform, observe and fulfil the terms of, all Insurance; (ii) promptly upon request, forward a copy of the current policies to the Facility Agent;
	(iii)		provide to the Facility Agent, annually no later than 30 days prior to the end of each calendar year, an insurance certificate in form and substance reasonably satisfactory to the Facility Agent from its insurers and brokers confirming the Insurance herein contemplated;
	(iv)		ensure that every policy of Insurance:

	(A)		contains an agreement by the insurer that, notwithstanding the lapse of any policy (except by reason of expiration in accordance with its terms) or any right of cancellation of the insurer or any cancellation by the Borrower (whether voluntary or involuntary), such policy will continue in force for the benefit of each Finance Party in accordance with good industry practice until written notice of cancellation has been sent by certified mail to the Facility Agent and that no reduction in limits or coverage in that policy in whole or part will be effected except with the prior consent of the Facility Agent; and
	(B)		insures each Finance Party’s interest up to the limits of the policy regardless of any breach or violation by the Borrower of any warranties, declarations or conditions contained in that policy.

(g)

Not cause and will not permit anything to be done which may:

	(i)		render any part of the Insurance void, voidable or otherwise unenforceable;
	(ii)		hinder or prevent in any material respect the recovery of any money in respect of the Insurance; or
	(iii)		in any respect cause the premiums and other money payable to any insurer to be increased.

19.2		No Liability
		No Finance Party will incur any liability to the Borrower or any other person arising out of any failure by any Finance Party to effect or renew any Insurance, nor will any Finance Party incur any liability arising out of any failure by the insurer for any reason to meet any claim under any Insurance.
19.3		Options as to Payments

(a)

If any part of the property, assets or undertaking of the Borrower that is the subject of the Insurance is lost, stolen, damaged or destroyed and any sum becomes payable under any Insurance, then the sum received under any Insurance will be credited to the Proceeds Account and will thereafter be applied as follows:

	(i)		if the sum is below US$500,000, towards the replacement or repair of such property ; or
	(ii)		if the sum is equal to or above US$500,000, then at the option of the Security Agent, acting reasonably:

	(A)		as contemplated by section 19.3(a)(i);
	(B)		in prepayment of the Loan in accordance with this Agreement; or
	(C)		towards any purpose otherwise approved by the Facility Agent.

(b)

Any sum received by the Facility Agent under any Insurance (other than a sum which is payable to a third party that is not an Obligor) will be held by the Facility Agent in an interest bearing account pending application in accordance with this clause 19.3 (Options as to Payments).

20.		FINANCIAL COVENANTS
		In this Agreement:
		“Cash Operating Costs” means with respect to the Borrower for any period, the sum (without duplication) of the following amounts, in each case to the extent paid by or on behalf of the Borrower in relation to the Project during such period: (a) all mining costs, (b) processing costs and (c) general and administrative costs, as each such category of costs are set out in the Life of Mine Plan and as such costs are reflected in the financial statements of the Borrower from time to time;
		“Capital Expenditures” means with respect to the Borrower for any period, expenditures or costs for fixed or capital assets made during such period which in accordance with US GAAP are characterised as capital expenditures;
		“Debt to Equity Ratio” means the ratio, expressed as a percentage of Total Financial Indebtedness to Equity.
		“Debt Service Cover” means for any Fiscal Quarter or other period of determination, means the ratio of Project Cash Flow for such period to Debt Service for such period. For the purposes of this definition, if the interest payable on the Loan for any future period in question is not determinable in advance because the interest rate is not a fixed rate, it shall be assumed that the Loan will bear interest during such future period at the average interest rate in effect with respect thereto during the three months immediately preceding such period;
		“Debt Service” means for any period of determination, the sum, without duplication, of (a) all amounts payable by the Borrower during such period in respect of the principal of, and interest on, the Loan, plus (b) fees payable hereunder or otherwise in respect of the Commitment, plus (d) all other amounts in respect of principal, interest and fees payable by the Borrower during such period to the Finance Parties pursuant to the Finance Documents (upon the payment date thereof, by acceleration or otherwise);
		“Equity” means the amount of the paid up share capital of the Borrower less the aggregate nominal value of the shares in the capital of the Borrower held by the Guarantor (if any) plus the aggregate amount of any subordinated loans or other contributions to the Borrower which are treated as equity of the Borrower in accordance with US GAAP, as applicable, and plus

		without limitation the amount of any reserves, but excluding any interest paid or payable in respect of such amount including deferred, capitalised and default interest;
		“Maximum Production Cost” means the actual cost expressed in US Dollars per Ounce for production of Gold by the Borrower during the relevant period as set out in the relevant Production Report (inclusive of smelting and refining costs of Product), but excluding non-recurring costs as set out in the Production Report;
		“Project Cash Flow” means for any period of determination, the amount, if any, by which Project Revenues of the Borrower for such period exceed the Cash Operating Costs of the Borrower for such period;
		“Project Revenues” means for any period of determination, the sum (without duplication) of (a) all revenues received by the Borrower under the Offtake Agreements and from sales of Gold during such period, plus (b) all other revenues received by the Borrower during such period from the sale of Products generated by the Project plus (c) all earnings during such period on Investments, cash, cash equivalents, securities and other amounts deposited in the Accounts, plus (d) all proceeds of business interruption and delayed opening insurance received by the Borrower during such period;
		“Tangible Net Worth” means at any time the aggregate at such time of:

	(a)		the amounts paid up, or credited as paid up, on the issued share capital of the Guarantor and/or (as the case may be) the Borrower, as determined under US GAAP;
	(b)		any balance on the profit and loss account of the Guarantor and/or (as the case may be) the Borrower under US GAAP including retained earnings);
	(c)		any amount standing to the credit of any other capital and revenue reserves of the Guarantor and/or (as the case may be) the Borrower under US GAAP including any contributed surplus and capital redemption reserve; and
	(d)		the amount of any fully subordinated loans made by the Guarantor to the Borrower,

less the aggregate at such time of:

	(a)		all amounts attributable to goodwill and other intangible assets; and
	(b)		any reserves attributable to interests of minority shareholders in the Guarantor and/or (as the case may be) the Borrower;

“Testing Date” means:

	(a)		for the Fiscal Quarter of the Guarantor and/or (as the case may be) the Borrower ending 31 December in any Fiscal Year, the date of receipt by the Facility Agent of the audited annual consolidated financial statements for such Fiscal Year of the Guarantor and/or (as the case may be) the Borrower as delivered by the Borrower to the Facility Agent in accordance with clause 18.1 (Financial statements and Project reports); and
	(b)		for each Fiscal Quarter of the Guarantor ending 31 March, 30 June and 30 September in any Fiscal Year, the date of receipt by the Facility Agent of the quarterly of the unaudited consolidated financial statements of the Guarantor or (as the case may be) the Borrower for that Fiscal Quarter, as delivered by the Borrower to the Facility

Agent in accordance with clause 18.1(a)(ii) (Financial statements and Project reports);

“Total Financial Indebtedness” means the aggregate of:

	(a)		all amounts outstanding as Loans pursuant to this Facility; and
	(b)		all other amounts outstanding under any other Financial Indebtedness of the Borrower.

20.1

Financial covenants

	(a)		Guarantor Tangible Net Worth:
			Until the Final Completion Date, the Borrower shall ensure that at all times the Tangible Net Worth of the Guarantor is no less than US$1,500,000,000.
	(b)		Borrower Tangible Net Worth:
			The Borrower shall ensure that at all times the Tangible Net Worth of the Borrower is not less than US$325,000,000.
	(c)		The Borrower shall ensure that at all times the Debt to Equity Ratio of the Borrower is not higher than 40 per cent.
	(d)		Debt Service Cover Ratio:
			The Borrower shall ensure that at all times the Debt Service Cover of the Borrower is not less than 125 per cent.
	(e)		Maximum Production Cost
			The Borrower shall ensure that the Maximum Production Cost is:

	(i)		in respect of the first and second Months following commencement of Production, not greater than US$500; and
	(ii)		in the period of three Months from commencement of Production and thereafter in each period of three Months ending on the last day of each succeeding Month, not greater than US$480 or such other threshold as may be agreed between the Facility Agent (acting on the instructions of Majority Lenders) and the Borrower pursuant to an annual review of such threshold to be carried out as at the end of each Fiscal Year of the Borrower.

20.2

Testing of Financial Covenants

(a)

Each of the financial covenants in respect of the Guarantor as set out clauses 20.1(a)(a) to (d) shall be tested by calculation of the Facility Agent as at each Testing Date by reference to the figures set out:

(i)

in respect of the Fiscal Quarter in each Fiscal Year ending 31 December, in the audited annual consolidated financial statements of the Guarantor and/or the Borrower (as the case may be) as delivered by the Borrower to the

			Facility Agent in accordance with clause 18.1 (Financial statements and Project reports); and
	(ii)		in respect of each other Fiscal Quarter in each Fiscal Year, in the unaudited consolidated financial statements of the Guarantor and/or the Borrower (as the case may be) for that Fiscal Quarter, as delivered by the Borrower to the Facility Agent in accordance with clause 18.1 (Financial statements and Project reports).

(b)

The financial covenant in respect of the Borrower as set out in clause 20.1(e) (Maximum Production Cost) shall be tested by calculation of the Facility Agent once per month on the date of receipt by the Facility Agent of the Production Report of the Borrower for that month, (to be delivered by the Borrower to the Facility Agent in accordance with clause 18.1(b)(ii) (Financial statements and Project reports)), by reference to the figures as set out in each such Production Report.

21.		PROJECT UNDERTAKINGS
		The undertakings in this clause 21 (Project undertakings) shall remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.
21.1		Life of Mine Plan
		The Borrower shall conduct its business operations at all times substantially in accordance with the Life of Mine Plan in effect at such time.
21.2		Project Maintenance and Management
		The Borrower shall ensure that:

	(a)		the Construction Project is designed and constructed, substantially in accordance with the Original Construction Plan and in a good and workmanlike manner;
	(b)		the Mine Project is managed, developed and operated and Production is maintained materially in accordance with the Life of Mine Plan;
	(c)		the Mine Project is managed, developed and operated as would a prudent mining industry operator or owner (of a similar project, similarly situated) and in accordance with generally accepted mining industry practices and all applicable Laws;
	(d)		the Site and the Collateral is maintained, protected and kept in a good state of repair and in good working order and condition, and that it makes all necessary repairs, renewals, replacements, additions and improvements thereto (except where the same is obsolete or redundant); and
	(e)		all necessary geotechnical work is carried out on the Site prior to commencement of the Project;
	(f)		drawings under clause 23.2(d) shall be consistent (broadly) with the Capex Budget and in any given Month shall not deviate by more than 50 per cent either above or below the anticipated drawings forecast in the Capex Budget.

21.3

Milestones and reconciliation

(a)

The Borrower shall as soon as possible after (and in any event within 15 days after) the end of each Month between the date of this Agreement and the date of Final Completion, deliver to the Facility Agent:

	(i)		a Monthly Construction Report which reports on the progress of construction of the Construction Project, including a comparison of such progress with the construction anticipated to have been carried out during such Month in the Original Construction Plan and noting any differences therein;
	(ii)		a Monthly Expenditure Statement which reports on firstly, the Borrower’s liability to contractors on the Construction Project incurred during the immediately preceding Month and secondly, the Construction Costs actually disbursed by the Borrower to contractors working on the Construction Project and recording any differences between them.

	(b)		If there is any material difference between the works as reported in any Monthly Construction Report and the anticipated works as specified in the Original Construction Plan for such Month, the Borrower will include in such Monthly Construction Report an explanation of the same and, where the Facility Agent so requires (acting reasonably), a Remedial Plan which are in each case satisfactory to the Facility Agent (acting reasonably).
	(c)		If the material difference between the works as reported in any Monthly Construction Report and the anticipated works as specified in the Original Construction Plan in sub-clause (b) above is a direct consequence of a cessation of construction work on or above the ground which is caused by the onset of snow precipitation or other inclement weather (a “Snow Event") (ignoring, for this purpose, any pause in such surface work which is scheduled or anticipated in the Original Construction Plan) then the Remedial Plan produced by the Borrower may assume that the Final Completion Date and the Final Completion Default Date may be extended by such number of working days as is necessary (in the opinion of the Facility Agent, acting reasonably) to ensure completion of the delayed surface work.
	(d)		If the Construction Costs incurred by the Borrower in any Month are more than ten per cent greater or less than those envisaged in the Capex Budget the Borrower shall include in the Monthly Expenditure Statement an explanation, satisfactory to the Facility Agent (acting reasonably), as to the adjustments that will be made to the Capex Budget, going forward, to reflect such differences, including adjustments (if any) that need be made to the Capex Budget to reflect the occurrence of a Snow Event. Any such adjustments to the Capex Budget to reflect the occurrence of a Snow Event shall be deemed to be reasonable to the extent that such adjustments accurately reflect the cessation of above surface construction works which are attributable to such Snow Event.
	(e)		If any items of Construction Costs which are scheduled to be paid in a particular Month in accordance with the Original Construction Plan are not or cannot be paid in such Month, such items may be paid by the Borrower in the immediately succeeding Month (but not beyond, except to the extent that such delay is the direct consequence of a Snow Event) and shall be treated for the purposes of the Original Construction Plan as if they were items of cost which were scheduled for the immediately succeeding Month.

(f)

If (as shown by the Monthly Expenditure Statement or otherwise) the amount withdrawn from the Proceeds Account for payment to Approved Contractors in the relevant Month (the “Bank’s Share") is greater than 50 per cent of the aggregate amount actually paid by the Borrower to such Approved Contractors, the amount to be withdrawn from the Proceeds Account in the immediately succeeding Month (for payment to Approved Contractors) shall be reduced, or, as the case may be, the amount paid by the Borrower from its own resources (the “Borrower’s Share") shall be increased such that, immediately after such succeeding withdrawal, the Bank’s Share represents not more than 50 per cent of the monies expended by the Borrower in Construction Costs after the Co-Funding Commencement Date until the end of the relevant Month.

21.4		Production
		The Borrower will ensure that all Product is promptly delivered to each Offtaker in compliance with the relevant Offtake Contract.
21.5		Bank inspection

(a)

The Borrower shall:

	(i)		permit the engineering representatives of the Facility Agent, upon giving reasonable notice to the Borrower, to make an inspection of the Project on or around the Final Completion Date at least once annually thereafter and shall facilitate the ability of such representatives to assess comprehensively the operation of the Project; and
	(ii)		comply with all due expedition with any recommendations made by such representatives, acting reasonably, as to the conduct of the Project.

(b)

The Borrower shall pay all reasonable costs of the Facility Agent and its engineering representatives in carrying out an inspection of the Project on or around the Final Completion Date. All other inspection costs shall be paid by the Finance Parties.

21.6

Performance of Offtake Contracts and other Transaction Documents

(a)

The Borrower shall:

	(i)		duly perform and observe in all material respects, all its obligations under any Transaction Document to which it is a party;
	(ii)		not novate, assign or transfer any of its rights or obligations under or in connection with any Transaction Document to which it is a party other than to the Security Agent under the relevant Security Document;
	(iii)		not do (or omit to do) anything which could reasonably be expected to have a Material Adverse Effect on the performance by any counterparty of any of its obligations under each Transaction Document to which it is a party;
	(iv)		not exercise or rely upon any right of set-off, counterclaim or analogous right so as to reduce any amount payable to it under any Transaction Document to which it is a party;

	(b)		The Borrower shall exercise all its rights, powers and discretions under each Transaction Document to which it is a party, except as to matters which do not materially affect the interests of the Finance Parties, in accordance with the instructions of the Facility Agent.
	(c)		The Borrower shall ensure (to the best of its ability and control) that it pursues all claims which may arise under any Transaction Document appropriately.
	(d)		Notwithstanding any term of any Offtake Contract to the contrary, the Borrower shall not suspend production of Products at any time, except on a short term temporary basis in the ordinary course of trading where such temporary suspension of production would not in any way whatsoever result in the Borrower being unable fully and punctually to perform its obligations under any Finance Document or Transaction Document to which it is a party.
	(e)		The Borrower shall not accept payment under any Offtake Contract in Gold or otherwise than in cash without the prior written consent of the Facility Agent.
	(f)		The Borrower shall not enter into any Offtake Contracts with credit terms of more than 120 days.
	(g)		The Borrower shall not enter into any Offtake Contract without prior approval of the Facility Agent as to the terms thereof, provided that the Facility Agent’s approval shall be limited to matters affecting the rights (including security rights) of the Finance Parties under the Finance Documents or otherwise as might have a Material Adverse Effect, such consent not to be unreasonably withheld or delayed.

21.7		Amendment of and exercise of rights under the Transaction Documents and Amendment of Life of Mine Plan
		The Borrower shall not:

	(a)		amend, supplement, vary, waive, modify or concur in the amendment, supplement, variation, waiver or modification of any material provision of any Transaction Document to which it is a party;
	(b)		cancel, terminate, rescind, suspend, surrender or exercise any right to cancel, terminate, rescind, suspend or surrender any Transaction Document to which it is a party or any provision of any Transaction Document to which it is a party;
	(c)		release any counterparty from any material obligation under any Transaction Document to which it is a party;
	(d)		waive any breach by any counterparty to a material provision of any Transaction Document to which it is a party or consent to any act or omission which would otherwise constitute such a breach; or
	(e)		amend the Life of Mine Plan then in effect,

except with the prior consent of the Facility Agent (such consent not to be unreasonably withheld or delayed).

21.8

Protection of Mineral Rights

(a)

The Borrower will:

	(i)		duly and punctually observe and comply with all work, expenditure and other obligations (or obtain exemptions therefrom) required under or otherwise applicable to the Mineral Rights;
	(ii)		duly and punctually observe and comply with all conditions of the Mineral Rights and all provisions of the Mining Laws required to prevent the Mineral Rights being liable to forfeiture;
	(iii)		save as otherwise permitted in this Agreement from time to time, do whatever may be necessary for procuring the renewal or extension of the Mineral Rights according to applicable Laws prior to the date on which the Mineral Rights lapse or expire; and
	(iv)		not surrender or make any application for the surrender of any Mineral Right.

21.9		All Plans and reports
		All plans and reports which constitute any part of the Information Package shall be produced and delivered to the Facility Agent in the form and with the level of content which has been agreed between the Borrower and the Facility Agent prior to the Conditions Precedent Satisfaction Date.
22.		GENERAL UNDERTAKING
		The undertakings in this clause 22 (General undertaking) shall remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.
22.1		Authorisations
		The Borrower shall promptly:

	(a)		obtain, comply with and do all that is necessary to maintain in full force and effect; and
	(b)		if so requested from time to time, supply certified copies to the Facility Agent of,

		any Authorisation required under any applicable Law or regulation to enable it to perform its obligations under any Finance Document and to ensure (subject to the Legal Reservations) the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any Finance Document.
22.2		Compliance with Laws
		The Borrower shall comply in all respects with all Laws and regulations to which it may be subject, except to the extent that failure to so comply would not or would not be reasonably likely to have a Material Adverse Effect.

22.3

No Liens

	(a)		The Borrower shall not create or permit to subsist any Security over any of its property or assets.
	(b)		The Borrower shall not:

	(i)		sell, transfer or otherwise dispose of any of its property or assets on terms whereby they are or may be leased to or re-acquired by the Borrower;
	(ii)		sell, transfer or otherwise dispose of any of its property or assets on recourse terms;
	(iii)		enter into any arrangement under which any of its property or assets may be applied, set-off or made subject to a combination of accounts; or
	(iv)		enter into any other preferential arrangement having a similar effect in respect of any of its property or assets,

			in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
	(c)		Paragraphs (a) and (b) above do not apply to Permitted Liens.

22.4

No disposals

	(a)		The Borrower shall not enter into a single transaction or a series of transactions (whether related or not and whether voluntary or involuntary) to sell, lease, transfer or otherwise dispose of any of the Collateral.
	(b)		Paragraph (a) above does not apply to Permitted Disposals.

22.5		Merger
		The Borrower shall not enter into any amalgamation, demerger, merger or corporate reconstruction, except with the prior written consent of the Facility Agent (acting on the instructions of the Majority Lenders).
22.6		Change of business
		The Borrower shall ensure that no substantial change is made to the general nature of its business from that carried on at the date of this Agreement.
22.7		Prompt payment of Taxes
		The Borrower shall promptly pay all Taxes payable by it other than:

	(a)		any deferred Taxes as expressly disclosed in writing to the Facility Agent prior to the date of this Agreement; and
	(b)		those taxes which are being contested in good faith and in respect of which adequate reserves have been established and other than in respect of an aggregate amount of unpaid Taxes due and payable by the Borrower at any time of no more than US$100,000.

22.8		Corporate Existence
		The Borrower shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, right and franchises.
22.9		Corporate matters

	(a)		The Borrower shall keep proper books of record and account and maintain proper accounting, management information and control systems in accordance with US GAAP for the time being in force in the relevant jurisdiction applicable to it from time to time.
	(b)		The Borrower shall not change its Fiscal Year end from 31 December or its auditors (other than as required by applicable Law) without the prior written consent of the Facility Agent (acting on the instructions of the Majority Lenders).
	(c)		The Borrower shall not change the structure or nature of its share capital, save for an increased authorised share capital, where to do so would result in, or could be reasonably be expected to result in, a breach of any provision of clause 20.1 (Financial covenants), other than with the prior written consent of the Facility Agent (acting on the instructions of the Majority Lenders).
	(d)		The Borrower shall not make any material changes to its constitutional documents without the prior written consent of the Facility Agent.

22.10		Use of proceeds
		The Borrower shall ensure that:

	(a)		all the proceeds of the Loan advanced under this Agreement are used strictly in accordance with the purpose set out in clause 3.1 (Purpose and Use of Proceeds);
	(b)		no proceeds of the Loan will be used for, or could be construed as being used for, the financing of trade in military equipment or weapons or in the illegal traffic of drugs or other prohibited substances; and
	(c)		no proceeds of the Loan will be used in the financing, either directly or indirectly, of any party or country subject to sanctions imposed by the United Nations, the United States of America or the European Union or by any other international body or are otherwise made illegal by the Laws of any jurisdiction in which the Borrower or a Lender is organised.

22.11

Restricted payments

(a)

Subject to sub-paragraph (b) below, The Borrower shall not:

	(i)		pay, repay or prepay any principal, interest or other amount on or in respect of, or redeem, purchase or cancel any Financial Indebtedness owed actually or contingently, to any if its shareholder or to any Affiliate of any of its shareholders;
	(ii)		accept payment, repayment or prepayment of any principal, interest or other amount on or in respect of, or allow the redemption, purchase or cancellation of any Financial Indebtedness owed actually or contingently, to it;

	(iii)		declare, pay or make any dividend or other payment or distribution of any kind on or in respect of any class of its shares without the prior written consent of the Facility Agent (acting on the instructions of the Majority Lenders);
	(iv)		reduce, return, purchase, repay, cancel or redeem any of its share capital; or
	(v)		pay for any expenditures or other costs not contemplated in the Life of Mine Plan.

(b)

Sub-clause (a) shall not apply (and accordingly any such payments will constitute a Permitted Disposal) after Final Completion provided that in the opinion of the Facility Agent (in its discretion, but acting reasonably) no Default has occurred and is continuing or would occur as a result of such declaration or payment, if such Default would or would be reasonably likely to have a Material Adverse Effect.

22.12		No borrowings
		The Borrower shall not directly or indirectly create, incur, assume or otherwise become or remain directly or indirectly liable with respect to any Financial Indebtedness except Permitted Financial Indebtedness.
22.13		Subsidiaries
		The Borrower shall not create or hold any new Subsidiaries, without the prior consent of the Facility Agent (acting on the instructions of the Majority Lenders).
22.14		Arm’s length transactions